Michael J. Brown
EURONET WORLDWIDEAbout Michael J. Brown
Michael J. Brown is Euronet Worldwide’s founder and has served as CEO since July 1994, Chairman since 1996, and President since December 2014; he is 69 years old . He holds a B.S. in Electrical Engineering (University of Missouri–Columbia, 1979) and an M.S. in Molecular and Cellular Biology (UMKC, 1997) . 2024 operating results were solid (Revenue +8%, Adjusted Operating Income +16%, Adjusted EPS +15%) but multi-year TSR remains mixed (1-year ~+1%, 3-year ~−14%, 5-year ~−35% as of 12/31/2024) . EBITDA roughly doubled from 2021 to 2024 ($309.7m to $661.2m; +113%), outperforming most payment peers over that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innovative Software, Inc. | Founder, President | 1979–1988 | Built and exited to Informix; established software operating credentials |
| Informix | President & COO; later President, Workstation Products | 1988–1990 | Drove integration and product leadership post-merger |
| Visual Tools, Inc. | Founding Investor | 1993–1996 | Early-stage investment; company acquired by Sybase in 1996 |
External Roles
No current external public company directorships disclosed for Mr. Brown in the proxy. (If undisclosed, skip.)
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $850,000 | $850,000 | $925,000 |
| Non-Equity (Annual Bonus) | $2,550,000 | $2,550,000 | $2,775,000 |
| Stock Awards (Grant-Date FV) | $5,202,135 | $5,202,163 | $5,202,124 |
| Option Awards (Grant-Date FV) | $5,202,135 | $5,202,097 | $5,202,073 |
| All Other Compensation | $13,101 | $12,008 | $11,425 |
| Total Compensation | $13,817,351 | $13,816,268 | $14,115,622 |
Notes:
- 2024 salary increased 9% YoY (to $925k) following several years without increases .
- Perquisites are minimal; 2024 “All Other Compensation” for Mr. Brown comprised 401(k) match and group life premiums .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EPS (constant currency) | $7.90 | $8.25 | $8.65 | $8.61 ($8.70 cc) | 300% of base salary; $2,775,000 |
- CEO target/threshold/maximum payout multiples were 150%/75%/300% of salary; actual payout equaled 300% for 2024 .
Long-Term Incentive Awards (granted 12/10/2024)
| Type | Shares/Options | Exercise/Base | Vesting Conditions | Grant-Date FV |
|---|---|---|---|---|
| Performance RSUs | Threshold 24,962; Target 39,947; Max 49,934 | N/A | 40% vests ratably over 4 years subject to ≥$200m adjusted operating income each vest year (2025–2028); up to 60% vests at end of 3rd year based on adjusted constant-currency EPS CAGR: 2% (1/3), 5% (2/3), 7% (100%) measured through FY2027 10-K | $5,202,124 |
| Stock Options | 116,848 options | $104.18 | Vests ratably over 4 years upon achieving a 10% increase over grant-date price sustained for 30 consecutive days for each tranche | $5,202,073 |
Additional context:
- Prior option awards from 2021–2023 already met their market price hurdles, indicating those tranches satisfied the 10%/30-day condition .
Pay-for-Performance Alignment (Realizable LTI vs Grant)
| Year | CEO Grant-Date LTI Value | Realizable Value at Vest | % of Grant Realized |
|---|---|---|---|
| 2019 | $5,000,107 | $812,366 | 16% |
| 2020 | $9,673,619 | $1,159,306 | 12% |
Management notes under-achievement vs targets and lower share price as key drivers, supporting pay-stockholder alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 2,574,384 shares; 5.9% of outstanding |
| Included in Beneficial Ownership | 614,055 options exercisable within 60 days; plus spouse/custodial/family trust holdings (158,715 spouse; 211,245 spouse as custodian for children; 171,400 family trusts) |
| Shares Pledged (as of 12/31/2024) | 590,223 (exception to general anti-pledging policy) |
| CEO Ownership Guideline | 5x salary; Mr. Brown holds ~296x salary (well above guideline) |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally prohibited unless exception approved by General Counsel |
| Post-Vest Holding | CEO must hold vested shares for at least 1 year (unless earlier retirement/termination) |
Selected Option Tranches vs 12/31/2024 Price
| Grant | Strike | Expiry | Status vs $102.84 Price on 12/31/2024 |
|---|---|---|---|
| 12/10/2015 | $74.72 | 12/10/2025 | In-the-money (potential exercise near expiry) |
| 12/13/2016 | $73.72 | 12/13/2026 | In-the-money |
| 12/12/2017 | $91.99 | 12/12/2027 | In-the-money |
| 12/12/2018 | $111.45 | 12/12/2028 | Out-of-the-money |
| 12/10/2019 | $154.28 | 12/10/2029 | Out-of-the-money |
| 12/08/2020 | $133.22 (two grants) | 12/08/2030 | Out-of-the-money |
| 12/07/2021 | $116.08 | 12/07/2031 | Out-of-the-money; market-hurdle met for vesting |
| 12/06/2022 | $90.26 | 12/06/2032 | In-the-money; market-hurdle met |
| 12/12/2023 | $91.66 | 12/12/2033 | In-the-money; market-hurdle met |
| 12/10/2024 | $104.18 | 12/10/2034 | Out-of-the-money as of 12/31/2024 |
Implication: 2015–2017 tranches are ITM and nearer expiry, potentially contributing to exercise/sale pressure; 2024 options were OTM at year-end .
Employment Terms
| Scenario | Cash/Salary | Equity Treatment | Benefits/Other | Estimated Value (12/31/2024) |
|---|---|---|---|---|
| Termination without Cause (pre-Change in Control) | 24 months of base salary | Continued vesting/right to exercise outstanding equity during period | Health/life benefits continuation | $1,850,000 salary; $6,989,705 equity; $22,850 benefits; total $8,772,555 |
| Constructive Termination (pre-CoC) | Same as above under defined conditions (diminished role, pay cut, forced relocation) | Same as above | Same as above | Same as above |
| Change in Control | Immediate vesting of all equity; employment term fixed at 3 years post-CoC; if terminated without cause or for “good reason,” lump-sum salary for remaining term (or 2 years min), discounted at 7.5% | Single-trigger acceleration on equity | Benefits included in totals | $2,478,068 salary; $21,600,188 equity; $34,275 benefits; total $24,112,531 |
| Death/Disability | Immediate vesting of unvested equity; lump-sum disability benefit equal to 12 months’ salary | All unvested equity vests | Exercise rights continue for 12 months post-disability termination | Equity: $21,600,188; Disability cash: $925,000 |
| Clawback | Three-year lookback on incentive-based comp upon accounting restatement (SEC/Nasdaq compliant) | Recoup excess incentive comp | — | Policy adopted 2023 |
| Tax Gross-Ups | Legacy agreements include Section 4999 excise tax gross-up eligibility; policy since Feb 2011 prohibits new/renewed gross-up clauses; no gross-up would have been payable as of 12/31/2024 | — | — | — |
Non-compete and non-solicit restrictions apply during severance period; confidentiality obligations apply during and after employment .
Board Governance
- Role and independence: Combined Chairman and CEO (not independent) with a designated Lead Independent Director (Thomas A. McDonnell appointed Feb 2025) .
- Committees: Audit, Compensation, and Nominating & Corporate Governance Committees are composed entirely of independent directors; Mr. Brown is not a member of these committees .
- Board structure and activity: Classified board; 11 directors (moving to 9 post-2025 AGM); Board held 4 meetings in 2024 with each director attending ≥75% of meetings .
- Dual-role implications: Board maintains combined roles for unified leadership and clear accountability; mitigated by a Lead Independent Director and independent committee structure .
Director Compensation
As an employee director (Chairman/CEO), Mr. Brown’s compensation is reported in the executive section; non-employee director fee schedules apply to independent directors, not to Mr. Brown .
Compensation Peer Group and Benchmarking
- Peer group includes ~20+ data processing/payment/software peers (e.g., ACI Worldwide, Global Payments, Jack Henry, SS&C, WEX, Western Union, etc.) .
- Euronet targets around the 50th percentile of peers for total compensation opportunity; 2024 base salaries were increased while target annual incentives and LTI targets were maintained around median levels .
- Payments industry comparison set (24 names) used for performance assessment showed EEFT’s 3-year TSR roughly in line with the median while EBITDA growth ranked in the top quintile vs peers .
Say-on-Pay and Shareholder Feedback
- 2024 say-on-pay support was ~78% of votes cast; the company engaged extensively with shareholders and ISS to gather feedback .
- Design changes: For 2024 and forward, introduced meaningful share-price hurdles and three-year cliff vesting; committed to add a stock appreciation metric (TSR-like feature) and to shift more options to stock awards in 2026 .
Performance & Track Record
| Metric | 2024 | Multi-Year |
|---|---|---|
| Revenue Growth (YoY) | +8% (+9% cc) | — |
| Adjusted Operating Income (YoY) | +16% (+18% cc) | — |
| Adjusted EPS (YoY) | +15% | — |
| TSR (as of 12/31/2024) | 1-year: +1%; 3-year: −14%; 5-year: −35% | — |
| EBITDA | 2021: $309.7m → 2024: $661.2m (113% growth) | Better than 21/24 industry participants 2021–2024 |
Equity Plan, Ownership Policies, and Risk Controls
- Stock ownership: CEO at 296x salary vs 5x requirement; directors also subject to 5x cash retainer guidelines (with retention requirements for newer directors) .
- Trading controls: Hedging prohibited; pledging generally prohibited with limited exceptions; Mr. Brown has 590,223 pledged shares (red flag for alignment/forced-selling risk) .
- Governance safeguards: No option backdating/repricing; dividends not paid on unearned awards; annual risk assessments of comp plans; independent consultant (FW Cook) supports pay design .
Employment Contracts, Severance, and Change-of-Control Economics
- Indefinite-term agreements (amended in 2008) allow 24-month severance, continued equity vesting period, and benefits upon termination without cause or constructive termination pre-CoC .
- Single-trigger equity acceleration on Change in Control and a fixed 3-year term with lump-sum salary if terminated without cause or for good reason; Section 4999 gross-up eligibility persists in legacy agreements (no new gross-ups since 2011) .
Compliance and Other Disclosures
- Section 16 compliance: All timely in 2024 except Mr. Brown filed a Form 5 to report three gifts that should have been reported on Form 4; two directors had late Form 4 related to grants .
- CEO Pay Ratio (2024): 477:1 .
- No defined benefit pension plans; executives generally participate in the same health/retirement benefits as employees (with small exceptions) .
Investment Implications
- Alignment and retention: Very high insider ownership (5.9%) and ownership multiple (296x salary) align incentives, but 590k pledged shares represent a notable risk if collateral triggers occur during volatility .
- Pay-for-performance: 2024 bonus paid at 300% of salary on EPS delivery, and multi-year realizable LTI has been materially below grant values, indicating genuine risk in awards and alignment with shareholder outcomes; increased use of price hurdles and future TSR-like metrics strengthens alignment .
- Overhang/selling pressure: Multiple ITM option tranches (2015–2017, 2022–2023) and near-term expirations could prompt exercises/sales; 2024 options were OTM at year-end, tempering near-term dilution but adding future hurdle risk .
- Governance trade-offs: Combined CEO/Chair with a Lead Independent Director and fully independent committees; single-trigger CoC equity acceleration and legacy tax gross-up features are shareholder-unfriendly, partially offset by strong clawback and hedging/pledging controls (albeit with an exception granted) .
- Performance trajectory: Strong operational momentum (EBITDA +113% since 2021) versus middling 3- and 5-year TSR suggests execution progress not yet fully reflected in long-term returns; compensation redesigns for 2025–2026 aim to reinforce stock-price linkage, which could be a positive signal if operating strength persists .