Janet O. Estep
ACI WORLDWIDEAbout Janet O. Estep
Independent director of ACI Worldwide since 2015; age 68. Serves on the Audit Committee and the Nominating & Corporate Governance Committee. Background includes CEO of Nacha (ACH network), senior payments/transaction services roles at U.S. Bank, and leadership roles at IBM and Pace Analytical. She is independent; the Board determined all directors other than the CEO are independent; her tenure is shown as 9 full years as of the 2025 annual meeting, and she also serves on one other public company board (Alerus Financial) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nacha (ACH network governing body) | President & Chief Executive Officer | 2008–2019 | Guided strategy and daily operations, rule-making for ACH and standards for other payment types |
| U.S. Bank | Executive Vice President, Transaction Services Division; EVP, Merchant Payment Services | 1997–2008 | Senior leadership in payments/transaction services |
| Pace Analytical Services | Vice President of Sales & Marketing; General Manager, Twin Cities lab | 1993–1997 | Commercial leadership and operations |
| IBM | Corporate, product development and sales management positions | ~15 years (pre-1993) | Roles in Data Processing, ImagePlus Software, General Sector divisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alerus Financial (public) | Director | Current | Only current public company directorship disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member (Corporate Governance Committee chaired by Mary P. Harman) .
- Audit Committee expertise: The Audit Committee’s designated financial experts exclude Ms. Estep; she is not the named “audit committee financial expert” (others are designated) .
- Independence: Independent director; Board determined all directors other than the CEO are independent .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; 2024 meetings held — Board: 6; Audit: 8; Compensation: 6; Corporate Governance: 4 .
- Tenure: Director since 2015; tenure shown as 9 full years as of the 2025 annual meeting .
- Board leadership: Roles of Chair and CEO separated; Chairman is Adalio T. Sanchez; independent directors meet in regularly scheduled executive sessions .
- Majority voting standard in uncontested director elections is in place .
Fixed Compensation
| Component | 2024 Amount/Detail | Source |
|---|---|---|
| Annual cash retainer (base) | $68,000 | |
| Committee chair fees | Not applicable (not a chair) | |
| Annual equity grant (RSUs) | $249,992 grant date fair value; 7,194 RSUs granted June 4, 2024 (FV based on $34.75/share) | |
| 2024 total director compensation | $317,992 | |
| Director equity vesting | Director RSUs generally vest on the earlier of one year from grant, day before next annual meeting, or change in control; accelerated vesting upon death/disability |
Performance Compensation
| Element | Structure | Notes |
|---|---|---|
| Director performance-based pay | None disclosed | Independent directors receive time-based RSUs; no performance metric for director equity |
Other Directorships & Interlocks
| Company | Type | Role | Noted Interlocks |
|---|---|---|---|
| Alerus Financial | Public | Director | Only current public board disclosed for Ms. Estep |
Expertise & Qualifications
- Payments industry knowledge; financial services experience; financial management; executive leadership; technology and innovation; risk and regulatory experience .
- Audit Committee member (not the designated audit committee financial expert per SEC definition) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (ACIW common) | 69,594 shares; <1% of outstanding | As of March 31, 2025; “less than 1%” per table |
| Unvested RSUs outstanding (12/31/2024) | 7,194 | Director awards outstanding at year-end |
| Ownership guidelines | Directors must hold equity equal to 5x base retainer; 5-year compliance window | |
| Compliance status | Company states all independent directors comply except those who joined in last five years | |
| Hedging/pledging | Prohibited for directors and employees |
Governance Assessment
- Positives: Independent, long-tenured payments executive; serves on key oversight committees (Audit; Corporate Governance); Board maintains majority voting, regular executive sessions, and separation of Chair/CEO . Director pay includes meaningful equity with robust ownership guidelines and hedging/pledging prohibitions, supporting alignment with shareholders . High 2024 say-on-pay support (91.9%) indicates favorable shareholder sentiment on compensation governance broadly .
- Considerations: While an Audit Committee member, Ms. Estep is not the designated “audit committee financial expert,” which may limit technical accounting depth within the committee (others fulfill the expert role) . Director equity accelerates on change in control, which can create windfall risk; however, this is a standard board policy at ACI for directors .
Notes on Conflicts and Related-Party Exposure
- The proxy outlines a formal review/approval process for related person transactions via the Audit Committee; no specific related-party transactions involving Ms. Estep are described in the filing .
- Compensation Committee interlocks: none with ACI executives in 2024 (members were Benitez, Harman, Zabaneh) .
Appendix: Reference Tables
Director Compensation Detail (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Janet O. Estep | 68,000 | 249,992 | 317,992 |
Unvested Director RSUs Outstanding (12/31/2024)
| Name | Unvested Stock Awards |
|---|---|
| Janet O. Estep | 7,194 |