Samir M. Zabaneh
ACI WORLDWIDEAbout Samir M. Zabaneh
Independent director of ACI Worldwide since 2021 (age 58). Chairs the Compensation and Leadership Development Committee and serves on the Audit Committee; designated an Audit Committee Financial Expert. Currently Chairman & CEO of TouchBistro and Lead Director at Nuvei, bringing 25+ years in payments/fintech with senior roles at Fiserv (First Data), Element Fleet, Heartland/Global Payments, and Moneris. Education disclosed by Nuvei: BSc Accounting (Northeastern), MSc Finance (Boston College), MBA (Suffolk).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TouchBistro, Inc. | Chairman of the Board | Since 2020 | Strategic leadership for POS software provider |
| TouchBistro, Inc. | Chief Executive Officer | (Current) | Operating leadership of POS software provider |
| Fiserv, Inc. (First Data) | EVP, Global Business Services | 2018–2020 | Payments and operations leadership |
| Element Fleet Management Corp. | Chief Financial Officer | 2017–2018 | Finance leadership |
| Heartland Payment Systems (Global Payments) | Chief Financial Officer | 2014–2016 | Finance leadership in payments |
| Moneris Solutions | Chief Operating, Financial & Strategy Officer | 2008–2014 | Operations/finance/strategy leadership |
| AST Trust Company | Director | 2013–2021 | Board oversight |
External Roles
| Organization | Role | Director Since | Committees | Attendance (by year) |
|---|---|---|---|---|
| Nuvei Corporation (Nasdaq/TSX: NVEI) | Lead Director; Director; Audit Committee member | March 25, 2022 | Audit Committee | 2022: Board 4/4 (100%), Audit 3/3 (100%) ; 2023: Board 9/9 (100%), Audit 4/4 (100%) |
| ACI Worldwide, Inc. | Director | 2021 | Audit; Compensation (Chair) | See ACI board governance below |
Board Governance
- Independence: Board determined Mr. Zabaneh is independent; only the CEO is non-independent on the ACI board. Independent directors hold regular executive sessions.
- Committee assignments: Compensation & Leadership Development (Chair); Audit (member); Audit Committee financial expert designation.
- Board/Committee activity and attendance (2024):
- Meetings held: Board 6; Audit 8; Compensation 6; Nominating & Corporate Governance 4.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all 2024 nominees attended the 2024 annual meeting.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation & Leadership Development | Chair | 6 |
| Audit | Member | 8 |
Additional context:
- Compensation Committee mandate includes oversight of integration of ESG goals into executive pay; uses independent advisor (Compensia) and met five times in 2024.
- Audit Committee mandate includes oversight of financial reporting, internal controls, ERM, cybersecurity; composition confirmed independent, with multiple financial experts.
Fixed Compensation (Director)
| Component (ACIW non-employee director) | Amount/Detail |
|---|---|
| Base annual cash retainer | $68,000 (paid quarterly) |
| Committee chair retainers | Audit Chair $30,000; Compensation Chair $20,000; Corporate Governance Chair $15,000 |
| 2024 cash actually paid to S. Zabaneh | $88,000 (Base $68,000 + Compensation Chair $20,000) |
Performance Compensation (Director Equity)
| Grant | Date | Instrument | Units | Grant-date price | Vesting | 2024 Stock Awards ($) |
|---|---|---|---|---|---|---|
| Annual equity award | Jun 4, 2024 | RSU | 7,194 | $34.75 | Earlier of 1 year or next annual meeting; accel. on CIC/death/disability | Included in total |
| Pro-rated award (service commencement catch-up) | Mar 20, 2024 | RSU | 1,944 | $32.15 | Vested Jun 3, 2024 | Included in total |
| 2024 total stock awards (ACIW director comp table) | — | — | — | — | — | $312,491 (Zabaneh) |
Notes:
- Annual target equity for independent directors: grant-date fair value $250,000; pro-ration for new directors; acceleration on change-in-control; death/disability.
- Director compensation structure reviewed annually with Compensia against ACI’s peer group.
Other Directorships & Interlocks
- Lead Director at Nuvei; member of Nuvei Audit Committee; 100% attendance in both 2022 and 2023.
- Prior executive roles include competitors/suppliers in payments (Fiserv, Global Payments/Heartland, Moneris). No related-party transactions requiring disclosure at ACI reported upon his 2021 election; board affirmed independence.
Expertise & Qualifications
- Skills highlighted by ACI: Payments industry, financial services, financial expert, financial management, executive leadership, technology/innovation, risk/regulatory, international experience.
- Education (Nuvei disclosure): BSc Accounting (Northeastern), MSc Finance (Boston College), MBA (Suffolk).
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 31, 2025 | 29,045 | <1% | ACI beneficial ownership table |
Additional alignment policies:
- Director stock ownership guideline: 5x base retainer (base $68,000 → guideline $340,000 value); 5-year compliance window. All independent directors are in compliance except those who joined within the last five years.
- Prohibition on short sales, derivatives, and pledging by directors/executives.
Governance Assessment
Strengths
- Independent director with deep, relevant payments/fintech and finance background; Audit Committee financial expert; chairs Compensation Committee with explicit mandate and independent advisor support.
- Strong engagement/attendance standards; board and committee cadence appropriate; all directors met ≥75% attendance in 2024.
- Director pay balanced with meaningful equity to align with shareholders; clear ownership guidelines; hedging/pledging prohibited.
- Broader investor sentiment: 2024 say‑on‑pay approval ~91.9%; active shareholder outreach to holders of >60% indicates constructive governance climate.
Watch items / potential conflicts
- External role as Lead Director of Nuvei (payments) could create information-flow sensitivities given ACI’s market; however, independence affirmed and related‑party policy robust; no Item 404(a) related‑party transactions reported for his appointment.
- Activist context: His 2021 election occurred in connection with a Starboard Value agreement, underscoring board refresh and shareholder influence—generally a positive refresh signal but relevant for continuity.
Overall, Mr. Zabaneh’s committee leadership, technical finance expertise, and sector experience support board effectiveness at ACI while equity alignment and attendance standards bolster investor confidence. Continuous monitoring of potential competitive interlocks (Nuvei) and ongoing adherence to ownership/hedging policies mitigate conflict risks.