Mary P. Harman
ACI WORLDWIDEAbout Mary P. Harman
Independent director since 2021 (age 55), Harman chairs ACI’s Nominating & Corporate Governance Committee and serves on the Compensation & Leadership Development Committee, bringing deep payments and financial services experience from Bank of America, GE Equity, and Ernst & Young. The Board affirms her independent status; all directors except the CEO are independent, and independent directors meet in regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Managing Director, Enterprise Payments; previously led Global Principal Investments | 2006–2018 | Led investments/oversight of high‑growth payments/fintechs |
| GE Equity | Investment Executive, Strategic Private Equity Investments | 1998–2006 | Growth investing across payments/financial services/technology |
| Ernst & Young LLP | Consulting positions | Not disclosed | Advisory/consulting foundation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Capital Markets Gateway, LLC | Non‑Executive Director | Private fintech | ECM platform connecting banks and asset managers |
| Blue Ocean Digital Holdings LLC | Non‑Executive Director | Private | Digital holdings company |
| — | Other current public company boards | None | No public company directorships |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation & Leadership Development .
- Independence: Independent per NASDAQ standards; independent directors hold executive sessions regularly .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- 2024 meeting cadence: Board 6; Audit 8; Compensation 6; Corporate Governance 4 .
- Board leadership: Independent Chairman (Adalio T. Sanchez), roles of Chair and CEO separated to enhance accountability and independence .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual base retainer (independent director) | 68,000 | Paid quarterly |
| Committee chair fee – Corporate Governance | 15,000 | Paid quarterly |
| 2024 cash fees earned | 83,000 | Matches retainer + chair fee |
Performance Compensation
| Equity Component | Grant Date | Instrument | Quantity | Grant‑Date Per‑Share FV ($) | Vesting |
|---|---|---|---|---|---|
| Annual director equity award | 2024 program | RSUs | Target grant‑date FV $250,000 | — | Generally vests on earliest of one year post‑grant, day before next annual meeting, or change in control; accelerated on death/disability |
| Catch‑up RSU grant (commencement of service) | 2024‑03‑20 | RSUs | 1,944 | 32.15 | Vested on 2024‑06‑03 |
| Annual RSU grant | 2024‑06‑04 | RSUs | 7,194 | 34.75 | Generally vests on day before next annual meeting or one year post‑grant |
| 2024 stock awards (total reported) | 2024 | RSUs | — | — | $312,491 total value in 2024 compensation table |
Director equity awards are time‑based RSUs without performance metrics; ACI uses equity for alignment, not performance hurdles for directors .
Other Directorships & Interlocks
- Public company boards: None (reduces external interlock risk) .
- Compensation Committee interlocks: None; no ACI executive served on any company’s board/compensation committee that had executives on ACI’s Compensation Committee in 2024 .
Expertise & Qualifications
- Payments industry, financial services, financial management, executive leadership, technology/innovation, risk/regulatory, and international experience are cited skills for Harman .
- Role‑aligned expertise: Oversight of governance (Board evaluations, succession planning, ESG integration) and pay (executive compensation, equity plan oversight) via committee roles .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (direct shares) | 29,045 shares | As of 2025‑03‑31 |
| Ownership as % of shares outstanding | ~0.028% | 29,045 ÷ 105,321,684 shares outstanding (2025‑03‑31) |
| Unvested RSUs outstanding (12/31/2024) | 7,194 | Annual 2024 RSU grant |
| Options (exercisable/unexercisable) | None disclosed | No options listed for directors in 2024 table |
| Hedging/pledging | Prohibited | Company policy bans hedging and pledging; awards cannot be pledged/transferred until vesting |
| Director stock ownership guideline | 5× annual base retainer | Five‑year window to comply; directors failing to meet after five years become ineligible for new equity until compliant |
Governance Assessment
- Strengths: Independent status and regular executive sessions ; leadership as Governance Chair and member of Compensation Committee, with robust annual Board/committee evaluations (third‑party facilitated; anonymized interviews; action planning) enhancing Board effectiveness ; high attendance threshold met ; separation of Chair/CEO bolsters independent oversight .
- Alignment: Director pay includes meaningful equity; 2024 total for Harman $395,491 ($83,000 cash; $312,491 equity), aligning director incentives with shareholder outcomes . Ownership of 29,045 shares with additional unvested RSUs further supports alignment .
- Pay governance: Director compensation reviewed annually by Governance Committee with independent consultant (Compensia) and peer benchmarking; equity vesting tied to annual meeting/change‑in‑control for retention/alignment .
- Conflict controls: Audit Committee pre‑approval for related‑person transactions; Code of Conduct and CEO/Senior Financial Officers’ code require conflict disclosures; insider trading policy in place .
- Shareholder signals: Say‑on‑pay support ~91.9% in 2024, indicating general investor confidence in compensation oversight frameworks .
RED FLAGS
- None disclosed regarding Harman: no low‑attendance flags; no related‑party transactions identified in provided excerpts; hedging/pledging prohibited by policy . Continue to monitor compliance with director ownership guidelines during the five‑year phase‑in window .
Appendix: Board/Committee Activity Reference
| Body | 2024 Meetings | Notes |
|---|---|---|
| Full Board | 6 | All directors ≥75% attendance |
| Audit Committee | 8 | Independent; multiple financial experts; cybersecurity/ERM oversight |
| Compensation & Leadership Development Committee | 6 | Independent; five meetings during 2024 per charter narrative; oversees ESG integration in exec comp |
| Nominating & Corporate Governance Committee | 4 | Independent; governance/ESG oversight; Board evals and CEO succession |