Brad Sprong
EURONET WORLDWIDEAbout Brad Sprong
Brad Sprong (age 60) is an independent Class I director of Euronet Worldwide (EEFT), appointed December 4, 2024. He retired after nearly 40 years at KPMG, most recently serving as Managing Partner of the National Private Enterprise division. He holds a Bachelor of Science from William Jewell College, Liberty, Missouri. The board cites his extensive accounting, audit, and tax expertise as particularly valuable to Euronet’s governance and financial oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Managing Partner, National Private Enterprise division | Nearly 40 years (retired) | Guided clients through transformations, regulatory change, turnarounds, and high-growth periods; deep accounting/audit/tax expertise |
External Roles
- No other public company directorships disclosed in the 2025 proxy .
Board Governance
- Board classification: Sprong is a Class I director, nominated for a 3-year term expiring at the 2028 Annual Meeting; first appointed Nov 2024 with board size increased to 11; he has been nominated alongside Michael J. Brown and Sergi Herrero for election at the May 14, 2025 meeting .
- Independence: All non-employee directors (including Sprong) are independent under Nasdaq standards .
- Committee assignments: None currently; Sprong is listed as Independent and not a member/chair of Audit, Compensation, or Nominating & Corporate Governance .
- Attendance: The board held 4 meetings in 2024; each director attended at least 75% of meetings of the board and committees on which they served (applies to the 2024 period generally) .
- Lead Independent Director: Thomas A. McDonnell appointed Lead Independent Director in Feb 2025 .
- ESG oversight: Board, Audit, and Nominating & Corporate Governance Committees oversee ESG and disclosures .
Fixed Compensation
| Component (Directors) | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (standard) | $100,000 | Paid at beginning of term | 2024 director compensation framework |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000 | Cash | Applies to chairs; Sprong had no chair roles |
| Lead Independent Director fee | $30,000 | Cash | Not applicable to Sprong |
| Brad Sprong—cash paid (2024 partial year) | $50,000 | Pro-rated for appointment in Dec 2024 | Director compensation was proportionally adjusted |
Performance Compensation
| Component (Directors) | Amount | Grant Date/Price | Vesting | Notes |
|---|---|---|---|---|
| Annual stock grant (standard) | $160,000 | May 16, 2024; $115.27 per share | Vests immediately | Standard 2024 program |
| Brad Sprong—stock award (2024 partial year) | $80,000 | Pro-rated; value per share tied to May 16, 2024 grant | Vests immediately | Appointment Dec 2024; pro-rata equity |
Director equity awards vest immediately and are not subject to performance metrics; directors may elect to take all fees as stock .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; the company discloses no interlocks or insider participation for members serving in 2024 .
- External auditor relationship: Euronet’s independent auditor is KPMG LLP (audit fees $3.54M in 2024); the Audit Committee assessed auditor independence and pre-approved all services—no conflicts disclosed. Note: Sprong’s prior career at KPMG is disclosed; no related-party transaction or continuing relationship with KPMG is reported in connection with his directorship .
Expertise & Qualifications
- Financial expert: Extensive accounting, audit, and tax-related experience from senior roles at KPMG; understanding of public markets and leadership responsibilities .
- Education: B.S., William Jewell College .
- Board skills alignment: Board specifically values his financial expertise to support oversight and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brad Sprong | 774 | * | Beneficial ownership as of March 17, 2025; asterisk denotes <1% |
| Stock ownership guidelines (directors) | 5× cash retainer after 5 years | Initial 5-year compliance period for new directors | New directors (including Sprong) must retain 100% of vested shares net of tax until guideline met |
As of Dec 31, 2024, ownership guideline status for newly appointed directors shows “Not applicable” while within the initial 5-year compliance period; retention requirement applies until targets are met .
Governance Assessment
- Strengths: Independent status; deep financial expertise; board emphasizes ESG and cybersecurity oversight; formal stock ownership/hedging restrictions for directors and executives .
- Alignment: Directors receive equity grants (immediate vesting) and have stock ownership guidelines (with retention requirements for new directors), supporting long-term alignment; however, Sprong’s 774-share position is modest versus guidelines to be achieved over his initial period .
- Signals/Red Flags: Late Section 16 Form 4 filing for Sprong related to director stock grant—procedural compliance lapse; management disclosed and noted timely filings otherwise for FY2024 (also affected Herrero). Watch-list item for future filings .
- Potential conflict context: Euronet’s auditor is KPMG; Sprong is a retired KPMG managing partner. The proxy discloses Audit Committee independence confirmations and auditor independence; no related-party transaction or ongoing relationship disclosed for Sprong. Perception risk exists but no disclosed conflict under Item 404 .
- Board engagement: The company reports investor outreach and governance refresh (adding two new board members in the past 12 months and reducing average tenure), with lead independent director and committee independence affirmations—positive governance signals .
Board & Committee Snapshot
| Board/Committee | 2024 Meetings | Members | Sprong’s Role |
|---|---|---|---|
| Board | 4 | 11 directors in 2024; 9 independent (excluding CEO) | Independent director; appointed Dec 2024; attended per policy (board-wide ≥75%) |
| Audit | 4 | Strandjord (Chair), McDonnell, Torres Fentanes, Schmitt | Not a member |
| Compensation | 4 | Schmitt (Chair), McDonnell, Strandjord, Olechowski, Althasen, Frumkin, Torres Fentanes | Not a member |
| Nominating & Corporate Governance | 3 | Althasen (Chair), Strandjord, Olechowski, McDonnell, Schmitt, Frumkin, Torres Fentanes | Not a member |
Director Compensation Detail (2024)
| Director | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Brad Sprong | $50,000 | $80,000 | $130,000 (pro-rated for Dec 2024 appointment; stock vests immediately) |
Insider Filings & Ownership Compliance
| Item | Disclosure |
|---|---|
| Section 16 compliance | FY2024 filings timely for directors/officers/10% holders, except Mr. Brown filed a Form 5 for gifts and Mr. Sprong (and Mr. Herrero) did not timely file Form 4 for director equity grant |
| Ownership guidelines | New directors are in the initial 5-year compliance period and must retain 100% of vested shares net of tax until ownership requirement is met |
Related-Party Transactions (Context)
- CEO aircraft lease with M+M X, LLC: Audit Committee ratified a non-continuous dry lease (Cessna 750) at $5,500/hour; $0.3M paid in 2024; terms deemed fair to Euronet. Not related to Sprong but relevant to board oversight of conflicts .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: ~78% support; company engaged holders of ~70% of shares to discuss compensation/governance; committee commitments include design changes to equity mix/metrics in future periods .
Summary Implications for Investors
- Sprong adds credible audit/accounting oversight capacity; independence and board refresh are positives. Immediate vesting stock awards and modest personal shareholding at inception warrant monitoring of ownership guideline progression. The late Form 4 filing is a procedural red flag to track for future compliance, and prior KPMG leadership alongside KPMG’s auditor role presents a perceived conflict to monitor, mitigated by auditor independence processes and disclosure in the proxy .