Didier Lamouche
ACI WORLDWIDEAbout Didier Lamouche
Independent director of ACI Worldwide from 2021 until his resignation effective June 1, 2023; served on the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee, with independence affirmed under NASDAQ standards. Tenure shown as 2 full years at the 2023 annual meeting, and he was categorized as independent during service; all directors other than the CEO were independent in the period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACI Worldwide, Inc. | Independent Director | 2021–2023 (resigned June 1, 2023) | Compensation Committee member; Corporate Governance Committee member (2022 committee rosters) |
External Roles
| Metric | As of Apr 18, 2023 |
|---|---|
| Other public company boards (count) | 3 |
Board Governance
- Committee assignments: member of the Compensation and Leadership Development Committee and the Nominating and Corporate Governance Committee during 2022; Mr. Zabaneh chaired Compensation and Ms. Harman chaired Corporate Governance .
- Independence: ACI’s Board determined all directors (except the CEO) were independent under NASDAQ rules; Audit Committee independence and Rule 10A-3 criteria affirmed for committee members .
- Attendance: In 2022, Board met 24 times; Audit 9, Compensation 11, Corporate Governance 5; each director attended at least 75% of applicable meetings . In 2023, each director attended at least 75% of applicable meetings .
- Board leadership and evaluations: Chairman separate from CEO; annual third‑party facilitated Board and committee evaluations, action planning, and executive sessions .
Fixed Compensation
| Metric | 2022 | 2023 (partial year) |
|---|---|---|
| Annual cash retainer ($) | $68,000 | $34,000 (earned through resignation on June 1, 2023) |
| Committee chair/member cash premiums ($) | None disclosed for Lamouche (not a chair) | None disclosed for Lamouche (not a chair) |
| Total cash fees ($) | $68,000 | $34,000 |
Program design and levels (for context):
- Independent director cash retainer: $68,000; chair premiums: Audit $30,000, Compensation $20,000, Corporate Governance $15,000; Board Chair +$100,000; paid quarterly .
- Director equity grant design: annual RSU with target grant date fair value of $250,000; one‑year vesting (earlier of one year, day prior to next annual meeting, or change of control); accelerated vesting upon death or disability .
Performance Compensation
| Equity element | Structure | Vesting | 2022 Award | 2023 Award |
|---|---|---|---|---|
| RSUs (Directors) | Time‑based RSUs targeted at $250,000 grant date fair value | Earlier of one year post‑grant, day prior to next annual meeting, or change in control; death/disability acceleration | $250,000 RSUs granted (standard annual program) | None (Lamouche not eligible due to resignation on June 1, 2023) |
Note: ACI’s director equity is time‑based; directors do not receive PSUs or option awards in the program years shown .
Other Directorships & Interlocks
- Public boards: Lamouche served on three other public company boards as of April 18, 2023 (names not listed in ACI’s proxy; count disclosed) .
- Committee interlocks/insider participation: Compensation Committee membership disclosed; consultant (Compensia) independence affirmed; no interlocks noted as conflicts in proxy .
Expertise & Qualifications
- Governance and pay oversight experience via Compensation and Corporate Governance Committee roles; ACI emphasizes directors with financial management, technology, and risk/regulatory experience at Board level .
Equity Ownership
| Metric | As of Dec 31, 2022 | As of Mar 31, 2023 | Notes |
|---|---|---|---|
| Shares directly owned | — | 6,440 (less than 1%) | Ownership table shows <1% for each director |
| Unvested RSUs outstanding | 9,667 | 10,994 (table lists amount; footnote notes he ceased serving before 2023 grants on June 1, 2023) | ACI prohibits hedging and pledging; director ownership guidelines require holdings of 5× base retainer within five years |
Stock ownership guidelines: directors must hold equity equal to 5× base retainer; compliance stated for independent directors (2024 proxy) . Hedging/pledging and derivative transactions are prohibited for directors .
Governance Assessment
- Alignment: Independent status, ≥75% attendance, and stock ownership guidelines in place; director equity is time‑based RSUs with one‑year vest and change‑in‑control acceleration—standard market practice that aligns with shareholder interests without excessive guarantees .
- Compensation governance: Use of an independent advisor (Compensia) for both director and executive pay; robust clawback policy adopted consistent with NASDAQ; no option repricing permitted under equity plan .
- Potential conflicts: No related‑party transactions disclosed for Lamouche; the Code of Business Conduct requires Board waiver and public disclosure for any director conflicts; hedging/pledging prohibited .
- Board refreshment: Lamouche’s resignation effective June 1, 2023 coincided with ACI’s continued refresh and subsequent appointments (e.g., Benitez, McCallum in 2024); committee rosters adjusted thereafter .
Say‑on‑Pay & Shareholder Feedback (Context for Board Oversight)
- Say‑on‑pay approval: 94.5% in 2023; 91.9% in 2024; ACI reports consistent >90% approval over recent years .
- Shareholder outreach: Reached >60% of outstanding shares in both 2023 and 2024 cycles; feedback generally positive on compensation program .
Compensation Committee Analysis (During Lamouche’s Service)
- Committee composition (2022): Hale, Harman, Lamouche, Zabaneh; Zabaneh as Chair .
- Practices: Independent Compensation Committee; independent consultant (Compensia) providing market analyses, peer group updates, and risk assessments; annual review of compensation design and outcomes .
- Risk controls: Pay‑for‑performance architecture for executives (not directors), clawbacks, stock ownership guidelines, and balanced STIP/LTIP metrics; no excise tax gross‑ups on change‑in‑control .
Risk Indicators & Red Flags
- No hedging/pledging and no option repricing (positive governance features) .
- Related‑party transactions: Review policy in place; no Lamouche‑specific related party disclosures identified in ACI proxies .
- Director departure: Resignation on June 1, 2023 noted; no adverse disclosure associated with departure in proxy .
Notes and Sources
- Committee assignments, independence, attendance, and director compensation program design: 2023 DEF 14A ; 2024 DEF 14A ; 2025 DEF 14A .
- Ownership and equity data: 2023 Security Ownership (as of Mar 31, 2023) ; 2022/2023 director RSU detail .
- Governance policies: Codes of Conduct/Ethics, clawback policy, hedging/pledging prohibitions, equity plan features .
- Say‑on‑pay results and shareholder outreach: 2023/2024 proxies .