Andrzej Olechowski
EURONET WORLDWIDEAbout Andrzej Olechowski
Independent Class II Director at Euronet Worldwide (EEFT), age 77, with current term expiring in 2026. He has served on the EEFT Board since May 2002, and previously served from incorporation in December 1996 until May 2000. He holds a Ph.D. in Economics (1979) from the Central School of Planning and Statistics in Warsaw, and brings deep experience from senior Polish government roles and Central European banking, valued by the Board for market knowledge and strategic connections in EEFT’s EFT markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Poland | Minister of Foreign Affairs | 1993–1995 | Senior leadership; international policy experience relevant to cross-border payments |
| Government of Poland | Minister of Finance | 1992 | Fiscal policy expertise |
| Office of the President of Poland | Economic Advisor to President Lech Wałęsa | 1992–1993 and 1995 | Macroeconomic advisory; strategic counsel |
| Ministry of Foreign Economic Relations (Poland) | Secretary of State | 1991–1992 | Trade and foreign economic policy |
| National Bank of Poland | Deputy Governor | 1989–1991 | Central banking; financial system oversight |
| Bank Handlowy w Warszawie S.A. | Chairman | May 1998 – Jun 2000 | Banking leadership; market and governance oversight |
| Central Europe Trust (Poland) | Senior Advisor | 1995–2008 | Strategy/consulting across Central Europe |
| Conseil DG (Poland) | President | 2005–2009 | Consulting firm leadership |
| Vistula University | Professor | 2011–2020 | Academic and policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank Handlowy w Warszawie S.A. | Honorary Chairman of Supervisory Board | Current (Honorary) | Public bank in Poland; honorary role (non-operational) |
| Various charitable & educational foundations | Board roles | Ongoing | Non-profit governance; unspecified committees |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all non-employee directors (including Olechowski) are independent under Nasdaq standards |
| EEFT Board meetings in 2024 | 4 meetings; each Director attended at least 75% of Board and relevant committee meetings |
| Lead Independent Director | Thomas A. McDonnell (appointed Feb 2025); LID responsibilities include executive sessions and agenda oversight |
| Classified board | 11 directors in three classes, with post-2025 meeting intent to reduce to nine; Olechowski is Class II, term ends 2026 |
| Committee memberships | Compensation Committee – Member; Nominating & Corporate Governance Committee – Member |
| Committee meeting cadence (2024) | Compensation (4), Nominating & Corporate Governance (3); attendance ≥75% for each Director |
| Compensation Committee practices | All members independent; FW Cook retained as independent consultant, no conflicts; no interlocks requiring Item 404 disclosure |
| Related-party transactions | CEO aircraft dry lease with M+M X, LLC reviewed and ratified by Audit Committee; no Olechowski-specific related-party transactions disclosed |
Fixed Compensation
| Component | Amount/Terms | 2024 Detail |
|---|---|---|
| Annual Board retainer (cash) | $100,000 (paid at beginning of term) | $100,000 |
| Equity grant (common stock) | $160,000 grant, vesting immediately on grant (directors may elect all fees in stock) | $160,000 at May 16, 2024 grant; grant-date value per share $115.27 |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000 | Not applicable (member, not chair) |
| Meeting fees | Not disclosed | Not disclosed |
| 2024 Director Total | Cash + Stock | $260,000 total (cash $100,000; stock $160,000) |
Performance Compensation
| Metric | Structure | Status |
|---|---|---|
| Performance-based pay for non-employee directors | None; director stock awards vest immediately and are not tied to performance metrics | No director performance metrics disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Interlocks/Conflicts |
|---|---|---|
| Bank Handlowy w Warszawie S.A. | Honorary Chairman of Supervisory Board | Board considered directors’ affiliations and found no conflicts; Compensation Committee reported no Item 404 interlocks; Olechowski independent |
| Charitable & educational foundations | Director/Trustee roles | No related-party transactions disclosed involving Olechowski |
Expertise & Qualifications
- Ph.D. in Economics (1979), Central School of Planning and Statistics, Warsaw
- Former Minister of Foreign Affairs and Minister of Finance; advisor to President Lech Wałęsa; central banking leadership (Deputy Governor, National Bank of Poland)
- Banking governance (Chairman, Bank Handlowy); consulting leadership; academic experience
- Board regards his stature and extensive connections in Polish/Central European banking as particularly valuable to EEFT’s EFT market exposure and strategy
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership | 14,868 shares of EEFT common stock (as of Mar 17, 2025) |
| Ownership as % of outstanding | Less than 1% (denoted by “*”) |
| Director stock ownership guideline | Required ≥5x cash portion of annual retainer |
| Compliance status | Holds ~15x cash portion of annual retainer (exceeds guideline) |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited except limited exceptions approved by General Counsel; no pledging disclosure for Olechowski |
Governance Assessment
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Committee assignments and independence: Member of Compensation and Nominating & Governance committees; independent under Nasdaq standards; Compensation Committee uses independent consultant (FW Cook) without conflicts; no interlocks requiring Item 404 disclosure. These factors support board effectiveness and investor confidence.
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Attendance and engagement: Board met 4 times in 2024; each Director attended ≥75% of Board/committee meetings; committees met regularly (Comp 4, N&CG 3), indicating consistent engagement.
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Alignment: Exceeds director ownership guideline (≈15x cash retainer), with director compensation skewed to equity ($160k stock vs $100k cash) encouraging alignment.
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Potential conflicts/related-party exposure: No Olechowski-specific related-party transactions disclosed. Board policy requires recusal for affiliated transactions; Audit Committee reviews related-party items. Environment includes CEO’s aircraft lease, ratified by Audit Committee; not attributable to Olechowski.
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RED FLAGS
- None identified specific to Olechowski (no related-party transactions, independent, attendance threshold met).
- Broader governance context to monitor: Combined CEO/Chair structure, and CEO-related aircraft lease; these are environmental risk factors rather than director-specific issues.