Kevin Caponecchi - Executive Vice President and CEO, epay, Software and EFT Asia Pacific Division | EURONET WORLDWIDE (EEFT) Executive Profile & Compensation

About Kevin Caponecchi

Executive Vice President and Chief Executive Officer, epay, Software, and EFT Asia Pacific Division at Euronet Worldwide (EEFT). He joined Euronet in 2007 in connection with his hiring and has an indefinite-term employment agreement; age and education are not disclosed in the latest proxy . Company performance metrics tied to his incentives include adjusted EPS (constant currency), adjusted operating income, and share-price hurdles; Euronet’s 3-year TSR declined 13.7% from Dec 31, 2021 to Dec 31, 2024, broadly in line with a payments peer composite, and 2024 adjusted EPS was $8.61 ($8.70 constant currency) .

Past Roles

Organization	Role	Years	Strategic Impact
Euronet Worldwide (EEFT)	EVP & CEO, epay, Software and EFT Asia Pacific Division	2007–present	Leads epay, software and APAC EFT businesses, core to long-term equity-incentive performance and cash EPS targets

External Roles

No external public company directorships or committee roles disclosed in the latest proxy .

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	450,000	450,000	525,000
Merit % Increase	—	—	17%
Annual Non-Equity Incentive Payout ($)	900,000	900,000	1,050,000
All Other Compensation ($)	18,065	11,563	11,513
Total Compensation ($)	4,335,065	4,328,583	4,553,531

Performance Compensation

Annual Cash Incentive (Executive Annual Incentive Plan – 2024 design)

Metric	Weighting	Threshold	Target	Maximum	Actual (2024)	Payout
Adjusted EPS (constant currency)	Not disclosed	$7.90 → 50% of salary	$8.25 → 100% of salary	$8.65 → 200% of salary	$8.61 ($8.70 cc)	$1,050,000 (200% of $525k)

Equity Incentives (2024 grants – RSUs/PSUs and Options)

Grant Type	Grant Date	Shares (Threshold/Target/Max)	Vesting & Performance Conditions	Grant-Date Fair Value ($)	Notes
Performance RSUs (with time-based component)	12/10/2024	8,544 / 11,392 / 14,240	40% vests evenly over 4 years, subject to ≥$200m adjusted operating income each vest year (FY 2025–2028). Up to 60% vests at end of year 3 based on adjusted EPS CAGR: 2%→⅓, 5%→⅔, 7%→100% (files with FY 2027 10-K)	1,483,523	Multi-metric pay-for-performance
Stock Options	12/10/2024	33,322 (equity incentive plan options)	Vest evenly over 4 years upon achieving a 10% increase over grant-date share price for 30 consecutive days	1,483,495	Exercise/strike: $104.18; Expiration: 12/10/2034

Option Exercises and Stock Vested (2024)

Item	Shares	Value Realized ($)
Options Exercised	52,034	1,899,380
Stock Vested (RSUs)	11,550	1,237,814

Equity Ownership & Alignment

Beneficial ownership: 446,121 shares (1.0% of outstanding), including 346,944 shares issuable pursuant to options exercisable within 60 days of March 17, 2025 .
Ownership multiples: While CEO/director guidelines formally apply to CEO and non-executive directors, NEOs hold positions “well in excess” of general guidelines; Caponecchi’s holdings valued at ~88× his annual salary .
Hedging/pledging: Company prohibits hedging and pledging for covered persons; exceptions to pledging require General Counsel approval. As of Dec 31, 2024, only the CEO had pledged shares; Caponecchi had none pledged .
Governance features: No backdating/repricing of options; no dividends on unearned/unvested awards; responsible share use and forfeiture upon termination under most scenarios .

Outstanding Equity Awards at FY 2024 Year-End (as of 12/31/2024)

Grant Date	Options Exercisable (#)	Options Unexercisable (#)	Exercise Price ($)	Expiration	RSUs Not Vested (#)	RSUs MV ($)	PSUs Unearned (#)	PSU Payout Value ($)
12/12/2017	17,488	—	91.99	12/12/2027	—	—	—	—
12/12/2018	13,457	—	111.45	12/12/2028	—	—	—	—
04/04/2019	27,239	—	141.03	04/04/2029	—	—	—	—
04/04/2019	19,382	—	141.03	04/04/2029	—	—	—	—
12/10/2019	14,799	—	154.28	12/10/2029	—	—	—	—
11/05/2020	200,000	—	98.46	11/05/2030	—	—	—	—
12/07/2021	24,924	8,308	116.08	12/07/2031	8,076	830,536	1,153	118,575
12/06/2022	20,211	20,211	90.26	12/16/2032	1,643	168,966	13,149	1,352,243
12/12/2023	9,444	28,333	91.66	12/12/2033	1,619	166,498	14,566	1,497,967
12/10/2024	—	—	104.18	12/10/2034	—	—	14,240	1,464,442

Employment Terms

Provision	Key Terms
Agreement Term & Notice	Indefinite term; executive may terminate with 60 days’ notice; company may terminate with or without cause (14 days’ notice for cause) .
Cause Definition	Felony/moral turpitude conviction or plea, fraud/embezzlement, willful failure/gross misconduct, failure to follow instructions, gross negligence; narrowed cause standard during 3 years post-change-in-control to felony dishonesty for personal enrichment .
Severance (No CoC; without cause or constructive termination)	24 months of then-current base salary, continuation of vesting and rights to exercise equity awards, continuation of health/life insurance; As of 12/31/2024: Base $1,050,000; Unvested equity value $1,830,423; Benefits $23,026; Total $2,903,449 .
Change-of-Control (CoC)	All equity awards immediately vest upon CoC; employment term fixed at 3 years from CoC; termination without cause or resignation for good reason triggers lump-sum base salary for remaining term (or 2 years if remaining term <2), discounted at 7.5% . As of 12/31/2024: Base $1,406,471; Unvested equity $6,170,344; Benefits $34,539; Total $7,611,354 .
Death/Disability	For Caponecchi: lump-sum equal to 24 months of base salary ($1,050,000 as of 12/31/2024), immediate vesting of all unvested equity ($6,170,344), options exercisable per terms .
Non-Compete/Non-Solicit	Restrictions apply during severance period; severance conditioned on compliance .
Tax Gross-Ups	Legacy agreements entitle executives to excise tax gross-ups if Section 4999 applies; as of 12/31/2024, no gross-up would have been payable; policy since Feb 2011 prohibits new/renewed gross-ups .

Compensation Structure Analysis

2024 fixed salary increased 17% (to $525k); annual cash incentive paid at 200% of salary on adjusted EPS achievement, highlighting significant at-risk cash linked to EPS growth .
Long-term equity mix is performance-heavy: RSUs conditioned on adjusted operating income and 3-year EPS CAGR; stock options require a 10% share-price hurdle sustained for 30 days, vesting over four years .
Governance adjustments reflect shareholder feedback: inclusion of meaningful share price hurdles and three-year cliff vesting in 2024 plan design; no option backdating/repricing; no dividends on unearned awards .
Realizable value of historic long-term incentives for NEOs has been materially below grant-date values (33%–38% on vest dates for 2019/2020 cohorts), underscoring strong alignment with actual performance outcomes and share-price appreciation .

Investment Implications

Alignment and retention: Significant unvested PSUs/options with multi-year hurdles and immediate vesting on CoC create both retention and transactional leverage; severance outside CoC is 2× salary with continued equity vesting, reducing abrupt departure risk .
Selling pressure: 2024 option exercise of 52,034 shares and recurring RSU vesting events indicate periodic supply; however, hedging/pledging prohibitions and no pledged shares by Caponecchi mitigate adverse alignment signals .
Pay-for-performance: Heavy reliance on adjusted EPS and share-price hurdles plus historically lower realizable equity values ties outcomes tightly to execution; failure to hit EPS CAGR/price thresholds materially limits equity payouts, supporting investor confidence in incentive rigor .
Change-of-control economics: Single-trigger equity vesting at CoC and 3-year fixed term with discounted base payout on termination/good reason are notable; while not excessive per policy review, they could influence strategic alternatives discussions and event-driven positioning .