Adam Godderz

About Adam Godderz

Adam J. Godderz is General Counsel and Corporate Secretary of Euronet Worldwide (appointed May 2024) and, following Euronet’s acquisition of CoreCard (CCRD), was appointed as a director and Corporate Secretary of CoreCard at the merger closing on October 30, 2025 . He spent ~16 years at Kansas City Southern in senior legal roles (including Chief Legal Officer & Corporate Secretary) before joining Euronet; he holds a JD, MBA, and BA from the University of Kansas . Year of birth is listed as 1975 in a third‑party profile (implies ~50 years old in 2025) .
CoreCard’s recent performance context during his tenure transition: Pay-versus-Performance disclosure shows 2022–2024 TSR rebounding into 2024 and net income improvement to $5.4m in 2024, relevant for incentive alignment analysis .

CoreCard Pay vs Performance (context)

Past Roles

External Roles

Board Governance at CoreCard (dual-role implications)

• Appointment/structure: At merger effective time (Oct 30, 2025), prior directors and officers ceased; Rick Weller and Adam Godderz were appointed as the two directors, with Weller as President and Godderz as Secretary . The amended bylaws set the number of directors at two and allow committees to consist of one or more directors .
• Independence: Godderz is an executive officer of the parent (Euronet) and a director/Secretary of the subsidiary (CoreCard), so he is not independent; governance is aligned with the parent’s control post-privatization .
• Delisting/deregistration: CoreCard delisted from NYSE and moved to deregister after merger close, reducing public governance/compensation disclosure going forward .

Fixed Compensation

• CoreCard did not disclose any individual compensation for Godderz (his appointment occurred at merger close, and CoreCard is now a wholly owned subsidiary with no ongoing public NEO disclosures) .
• Reference point (pre‑merger director program): In 2024, non‑employee directors each received $50,000 cash retainer and $50,000 in stock; no extra fees for committee roles .

Note: This 2024 policy applied before the October 2025 change of control; post‑merger board compensation for Godderz is not disclosed .

Performance Compensation

• CoreCard’s 2025 Employee Stock Incentive Plan allows options, SARs, RSUs/Restricted Stock, and dividend equivalents, with 10‑year term and up to 750,000 shares pre‑merger; awards can include performance conditions at the Committee’s discretion . It includes a single‑trigger change‑of‑control acceleration by default unless Award documents specify otherwise .
• As part of the merger, CoreCard explicitly vested all outstanding unvested RSUs and vested/cashed out all stock options at closing (award-level, not individual Godderz) .

Equity Ownership & Alignment

• Section 16 filings: No Form 3/4/5 for Godderz at CCRD were identified; his director/officer appointment occurred at the merger closing concurrent with delisting/deregistration steps, limiting Section 16 reporting [6] (search results did not return Godderz Forms 3/4/5 at CCRD).
• Post‑merger capital structure: Amended articles authorize 1,000 common shares (par $0.01), consistent with a privately held subsidiary; CCRD public float ceased .
• Hedging/pledging: CoreCard’s insider trading policy (pre‑merger) prohibited hedging and pledging by directors and executive officers—an alignment positive that historically applied to CoreCard insiders .
• Clawback: Plan-based recoupment for executive officers on restatements; additive to Sarbanes‑Oxley 304 .

Employment Terms

• Officer role and indemnification: As Secretary, duties include minute books, notices, and records; bylaws allow removal with or without cause and provide indemnification consistent with Georgia code .
• Contracts/severance at CoreCard: No individual employment agreement, severance multiple, or change‑of‑control terms are disclosed for Godderz at CCRD (post‑merger) . Plan‑level change‑of‑control and clawback terms are disclosed (see above) .
• Legal contact/authority: Godderz signed post‑effective S‑8 amendments as CoreCard’s Secretary after the merger and was listed as Parent legal contact in the merger documents .

Say‑on‑Pay & Shareholder Feedback (pre‑merger)

Compensation Peer Group (pre‑merger reference)

• CoreCard’s comparator group used to set 2024 compensation: PaySign, Green Dot, Marqeta, Repay .

Track Record, Value Creation, and Execution Risk

• Deal execution: Godderz was the named legal executive for Euronet in CoreCard’s merger process (contact; signatory as Secretary of Merger Sub), culminating in change of control, delisting, and governance reset—indicative of cross‑functional M&A execution .
• Public‑company legal leadership: As Euronet GC, he hosted Euronet’s Q2 2025 earnings call, reflecting senior leadership engagement with investors and disclosure .

Risk Indicators & Red Flags (relevant disclosures)

• Single‑trigger equity acceleration: Merger caused immediate vesting/cash‑out of company equity awards, which can create supply/dilution or windfall optics; here, options were cashed out and RSUs converted into Euronet shares for holders .
• Related party (historical): Pre‑merger HQ lease with an entity controlled by the then‑CEO; not directly related to Godderz, but a prior governance consideration at CoreCard .
• Hedging/pledging restricted: Policy prohibits hedging/pledging by directors and executive officers—reduces misalignment risk .

Director Compensation (post‑merger)

• Not disclosed for Godderz; CoreCard filed Form 25 and moved to terminate registration shortly after the merger, limiting future compensation transparency at the subsidiary level .

Summary Tables (Policies and Plan Terms)

Investment Implications

• Governance/control: Godderz’s dual role (parent GC + CoreCard director/Secretary) signals tight parent control and limited independence at the subsidiary—expect parent‑aligned decision-making and constrained minority‑style oversight; however, CCRD is now private under Euronet, so this is consistent with a wholly‑owned structure .
• Incentive alignment: No evidence of Godderz CCRD‑specific equity or bonus metrics; CoreCard’s plan‑level change‑of‑control terms accelerated awards at closing and pre‑merger policies restricted hedging/pledging, which generally supports alignment for award recipients (though not specific to Godderz) .
• Trading signals: The merger’s single‑trigger vesting delivered Euronet shares to RSU holders and cash to option holders; while this can create episodic selling pressure at the parent level from former CoreCard holders, there is no CCRD float post‑close and no CCRD‑specific insider sale data for Godderz was found .
• Retention/transition: Absence of disclosed CCRD‑level employment terms for Godderz suggests retention levers (compensation, severance) are at Euronet, not CoreCard; investors tracking Euronet governance/comp plans will be more informative for his incentives .