Katrinka B. McCallum
ACI WORLDWIDEAbout Katrinka B. McCallum
Independent director at ACI Worldwide since 2024; age 57. Serves on the Audit Committee (designated Audit Committee financial expert) and the Nominating & Corporate Governance Committee, bringing financial management, risk/regulatory, and international experience from technology and payments-adjacent companies; holds NACD Directorship Certification (NACD.DC) and NACD CERT Cybersecurity Oversight certification; former Senior Auditor at Deloitte & Touche and CPA . She is independent under NASDAQ standards; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Hat | Vice President, Customer & Product Experience; VP, Investor Relations | 2007–2020 | Led customer/product experience and investor relations in enterprise open-source software |
| Micromuse, Inc. | Chief Operating Officer; Director | 2001–2003 | Operational leadership at real-time assurance software provider |
| Aprisma Management Technologies | General Manager; SVP, Operations | 1997–2001 | Operations leadership for vendor management software division |
| Deloitte & Touche LLP | Senior Auditor; CPA | 1989–1993 | Audit, financial reporting expertise; earned CPA |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Intrusion, Inc. | Director | Current public company board |
| Rimini Street, Inc. | Director | Former director |
Board Governance
- Committee assignments: Audit (member); Nominating & Corporate Governance (member). Audit Committee met 6 times in 2024; Corporate Governance Committee met 4 times in 2024 .
- Financial expert designation: Audit Committee financial expert (each member other than Benitez and Estep; biography also designates McCallum) .
- Independence: Independent director; Board determined all directors except the CEO are independent under NASDAQ rules .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; total meetings—Board (6), Audit (8), Compensation (6), Corporate Governance (4) .
- Tenure: 1 year on the Board as of the 2025 meeting; age 57 .
- Governance safeguards: Prohibition on hedging and pledging for directors; robust stock ownership guidelines .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $68,000 | Paid quarterly |
| Board Chair additional retainer | $100,000 | Not applicable to McCallum (not Chair) |
| Committee Chair additional retainers | Audit $30,000; Compensation $20,000; Corporate Governance $15,000 | McCallum is not a chair |
| 2024 fees earned (McCallum) | $56,667 | Partial-year service, joined in 2024 |
Performance Compensation
Directors receive annual RSU grants (target grant-date fair value $250,000) that generally vest on the earliest of one year from grant, immediately prior to the next annual meeting, or upon change in control; accelerated upon death/disability; pro-rated grants for new directors .
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Mar 20, 2024 | RSUs (pro-rated new director grant) | 1,944 | $32.15 per share × 1,944 = $62,499 | Vests June 3, 2024 per practice for pro-rated grants; directors’ equity awards vest at earliest of 1 year, before next AGM, or change in control; accel on death/disability |
| Jun 4, 2024 | RSUs (annual director grant) | 7,194 | $34.75 per share × 7,194 = $249,992 | Vests at earliest of 1 year, before next AGM, or change in control; accel on death/disability |
| 2024 Stock awards total (McCallum) | — | — | $312,491 | — |
Notes:
- Annual director equity awards target $250,000 grant-date fair value; new directors receive pro-rated grants .
- Director equity awards do not include performance metrics (no PSUs for directors); vesting is service-based with change-in-control/death/disability accelerators .
Other Directorships & Interlocks
| Company | Sector Link to ACI | Interlock/Conflict Notes |
|---|---|---|
| Intrusion, Inc. (current) | Cybersecurity; not an ACI customer/supplier disclosed | No related-party transactions listed in proxy; Audit Committee reviews/approves any related-person transactions >$120k |
| Rimini Street, Inc. (former) | Enterprise software support | Same as above; no specific transactions disclosed in proxy section |
- Compensation Committee interlocks: None—no executive officer served on another company’s board/compensation committee with reciprocal service in 2024 .
Expertise & Qualifications
- Skills: Payments industry knowledge, financial services experience, financial expert, financial management, executive leadership, risk/regulatory, international experience .
- Credentials: NACD Directorship Certification (NACD.DC); NACD CERT Cybersecurity Oversight Certification; CPA (via Deloitte experience) .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (directly owned) | — | 1,944 shares; less than 1% of outstanding (*) |
| Unvested RSUs outstanding | 7,194 | — |
Director stock ownership guidelines:
- Requirement: Each independent director to hold ACI equity equal to 5× annual base retainer (base retainer only); five years to achieve; non-compliant directors (within 5-year window) ineligible for new equity until compliant .
- Status: All independent directors are in compliance except those who joined within last five years (McCallum joined in 2024; within compliance window) .
- Hedging/pledging: Prohibited for directors and employees .
(*) Table indicates “Less than 1%” for directors with small holdings .
Governance Assessment
- Independence and committee strength: McCallum is independent and an Audit Committee financial expert, bolstering board oversight of financial reporting, controls, cybersecurity, and ESG risk; Audit Committee composition meets SEC/NASDAQ independence and Rule 10A-3 criteria .
- Engagement: Directors met or exceeded the 75% attendance threshold; board and committee cadence suggests adequate oversight (Board 6, Audit 8, Compensation 6, Corporate Governance 4 meetings in 2024) .
- Alignment: Director pay mixes cash retainer and equity grants; annual RSUs with one-year/next-AGM vesting align with shareholder interests; robust director ownership guidelines (5× retainer) and anti-hedging/pledging policy support alignment .
- Conflicts/related-party: Proxy outlines the Audit Committee’s pre-approval process for related-person transactions; the section does not list specific related-party transactions, reducing perceived conflict risk .
- Shareholder sentiment: 2024 Say-on-Pay support at ~91.9% indicates positive investor sentiment towards compensation governance broadly (context for board oversight climate) .
- RED FLAGS: None disclosed for McCallum—no pledging/hedging permitted; no excise tax gross-ups; no option repricing; Section 16(a) filing delinquencies noted for other individuals (not McCallum) .