Nikos Fountas
EURONET WORLDWIDEAbout Nikos Fountas
Executive Vice President and Chief Executive Officer of the EFT Europe, Middle East and Africa Division; updated employment exhibits show responsibilities as Chief Executive Officer – EFT Americas & EMEA effective March 31, 2025 . He entered a U.K.-governed employment agreement in May 2018 as part of relocation to London . Company performance context during his senior leadership tenure: 2024 revenue increased 8% (9% constant currency), adjusted operating income up 16% (18% constant currency), adjusted EPS up 15% (constant currency), with 1-year TSR of 1%, 3-year TSR of -14%, and 5-year TSR of -35%; the company returned $265.2M via repurchases in 2024 . Over 2021–2024, EBITDA grew 113% from $309.7M to $661.2M, outperforming 21 of 24 payments peers; Euronet’s 3-year share performance was mid-pack among those peers .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $426,655 | $426,247 | $525,000 |
| Target Bonus % of Salary | 100% (threshold 50%, max 200%) | 100% (threshold 50%, max 200%) | 100% (threshold 50%, max 200%) |
| All Other Compensation (Perqs) | $151,561 (housing/tuition) | $146,053 (housing/tuition) | $140,000 (housing/tuition) |
Performance Compensation
Annual Cash Incentive (Executive Annual Incentive Plan – adjusted EPS, constant currency)
| Year | Metric | Target | Actual | Payout (USD) | Payout vs Salary |
|---|---|---|---|---|---|
| 2024 | Adjusted EPS (cc) | $8.25 (threshold $7.90; max $8.65) | $8.70 (cc) | $1,050,000 | 200% of salary cap; actual paid per plan |
| 2023 | Adjusted EPS (cc) | $6.85 (threshold $6.50; max $7.30) | $7.45 (cc) | $874,800 | Paid per plan |
| 2022 | Adjusted EPS (cc) | $5.50 (threshold $4.75; max $6.50) | $7.23 (cc) | $866,700 | Paid per plan |
Long-Term Equity Incentives (RSUs and Options – grant-date design)
| Grant Date | Instrument | Target/Units | Performance Conditions | Vesting | Exercise/Base Price |
|---|---|---|---|---|---|
| 12/10/2024 | RSUs | Target 11,392; threshold 8,544; max 14,240 | 40% vests annually over 4 yrs if adjusted operating income ≥ $200M; up to 60% vests after 3 yrs based on adj EPS CAGR: threshold 2%, target 5%, max 7% (cc) | Service + performance as specified | N/A |
| 12/10/2024 | Options | 33,322 | Stock price hurdle: +10% vs grant price for 30 consecutive days | Evenly over 4 yrs upon hurdle | $104.18 |
| 12/12/2023 | RSUs | Target 12,948; threshold 9,711; max 16,185 | 40% annual over 4 yrs if adjusted operating income ≥ $100M; up to 60% after 3 yrs based on adj EPS CAGR: 2%, 5%, 7% (cc) | Service + performance | N/A |
| 12/12/2023 | Options | 37,777 | +10% stock price for 30 consecutive days | Evenly over 4 yrs upon hurdle | $91.66 |
| 12/06/2022 | RSUs | Target 10,957; threshold 5,479; max 16,436 | 40% annual over 4 yrs if adjusted operating income ≥ $60M; up to 60% after 3 yrs based on adj EPS CAGR: 2%, 5%, 7% (cc) | Service + performance | N/A |
| 12/06/2022 | Options | 40,422 | +10% stock price for 30 consecutive days | Evenly over 4 yrs upon hurdle | $90.26 |
Multi‑Year Compensation (Summary Compensation Table)
| Component (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $426,655 | $426,247 | $525,000 |
| Stock Awards (grant-date fair value) | $1,483,513 | $1,483,517 | $1,483,523 |
| Option Awards (grant-date fair value) | $1,483,487 | $1,483,503 | $1,483,495 |
| Non‑Equity Incentive (cash bonus) | $866,700 | $874,800 | $1,050,000 |
| All Other Compensation | $151,561 | $146,053 | $140,000 |
| Total | $4,411,916 | $4,414,120 | $4,682,018 |
Equity Ownership & Alignment
| Item | As of/Year | Detail |
|---|---|---|
| Beneficial Ownership | March 17, 2025 | 446,752 shares; 1.0% of outstanding; includes 383,044 options exercisable within 60 days |
| Shares Outstanding | Record Date | 43,233,526 (for percent calc context) |
| Options – Exercisable | 12/07/2021 | 24,924 |
| Options – Unexercisable | 12/07/2021 | 8,308 |
| Options – Exercisable | 12/06/2022 | 20,211 |
| Options – Unexercisable | 12/06/2022 | 20,211 |
| Options – Exercisable | 12/12/2023 | 9,444 |
| Options – Unexercisable | 12/12/2023 | 28,333 |
| Options – Performance/Unearned | 12/10/2024 | 33,322 (subject to price hurdle) |
| RSUs – Not Vested | 12/07/2021 | 8,076; MV $830,536 |
| RSUs – Not Vested | 12/06/2022 | 1,643; MV $168,966 |
| RSUs – Not Vested | 12/12/2023 | 1,619; MV $166,498 |
| RSUs – Unearned | 12/07/2021 | 1,153; PV $118,575 |
| RSUs – Unearned | 12/06/2022 | 13,149; PV $1,352,243 |
| RSUs – Unearned | 12/12/2023 | 14,566; PV $1,497,967 |
| RSUs – Unearned | 12/10/2024 | 14,240; PV $1,464,442 |
| Hedging & Pledging | Policy | Hedging prohibited; pledging prohibited except limited exceptions; as of Dec 31, 2024 only CEO had pledged shares; no pledges by other NEOs (includes Fountas) |
| Ownership vs Salary | 2024 reference | NEOs’ holdings valued at ~134x (Weller), 88x (Caponecchi), 87x (Fountas), 70x (Bianchi) annual salaries |
Employment Terms
| Term | Provision |
|---|---|
| Governing Law | English law; agreement entered May 2018; updated exhibit with Commencement Date March 31, 2025 |
| Notice Period | Executive: 90 days; Company: 24 months; “cause” exceptions defined (fraud, criminal conviction, willful failure, gross negligence/misconduct) |
| Severance (pre‑CIC) | If terminated absent “cause” and without notice, sum in lieu of notice equal to 24 months’ base salary (lump sum or 24 monthly installments); equity continues to vest during unexpired notice period |
| Severance Illustration | As of Dec 31, 2024: Base salary $1,050,000; unvested equity $1,830,423; total $2,880,423 |
| Change‑of‑Control (CIC) | All equity immediately vests upon CIC; if terminated for any reason within 1 year of CIC, lump sum equal to PV (7.5% discount) of salary for 24-month notice period plus PV of salary for additional 12 months (minus any employment during that year) |
| CIC Illustration | As of Dec 31, 2024: Base salary PV $1,476,511; unvested equity $6,170,344; total $7,646,855 |
| Non‑Compete | 24 months post‑termination; non‑solicit and confidentiality obligations |
| Disability | Company may terminate; 12 months’ base salary and 12 months continuation of equity vesting rights (value $924,107 as of Dec 31, 2024) |
| Clawback | Stand‑alone clawback adopted in 2023 per SEC/Nasdaq; covers Section 16 officers for 3-year lookback on restatements |
| Tax Gross‑Ups | Company policy prohibits excise tax gross‑ups on new or amended agreements since Feb 2011 |
Compensation Structure Analysis
- Fountas’ 2024 base salary rose 23% to $525,000 after several years without increases; target annual incentive maintained (100% of salary at target) aligned to adjusted EPS growth .
- 2024 LTIs embedded stricter stock-price hurdles (+10% for 30 days) and multi-year EPS CAGR gates, with three-year cliff features; committee committed to add a stock appreciation metric and shift more options to stock awards in 2026 based on shareholder feedback .
- Pay-for-performance evidenced by EPS-based annual payouts and RSU/option vesting contingent on operating income and EPS CAGR hurdles; Company 2024 adjusted EPS achieved the near‑max range (cc $8.70), leading to higher cash payout .
Governance & Shareholder Feedback
- Say‑on‑pay support: 78% approval in 2025; prior year 86%; Company engaged investors representing ~30% of shares and committed compensation design changes for future cycles .
- Compensation peer group and benchmarking around median; Euronet ranks ~58th percentile for revenues and ~52nd percentile for market cap vs peers in latest proxy .
Investment Implications
- Alignment: High personal equity exposure (approx. 87x salary) and no pledging indicate strong alignment and lower governance risk; clawback and anti‑hedging policies add discipline .
- Performance‑linked vesting: Multi‑metric long‑term awards (operating income, EPS CAGR, price hurdle) tie realized comp to fundamental and market outcomes, reducing overpayment risk if targets are missed .
- Retention economics: Robust severance (effective 24–36 months salary) and immediate equity vesting on CIC may reduce departure risk but could elevate acquisition-related costs; non‑compete at 24 months mitigates competitive leakage .
- Execution track record: Company EBITDA doubled since 2021 and EPS targets were met/exceeded in 2022–2024, supporting payout credibility despite mixed TSR; continued delivery against EPS/EBITDA targets remains the key lever for Fountas’ realized comp and investor returns .
Note: We sought Form 4 insider trading activity but did not find transaction-level disclosures in the proxies; section 16 filing timeliness was affirmed for 2024 (exceptions applied to CEO & directors, not Fountas). If you want, we can pull Form 4 data to evaluate recent selling pressure.