Rick Weller
EURONET WORLDWIDEAbout Rick Weller
Rick L. Weller is Executive Vice President and Chief Financial Officer of Euronet Worldwide (EEFT), a role he has held since November 2002. He is a certified public accountant with a B.S. in Accounting from the University of Central Missouri and previously served as COO of ionex telecommunications and proprietor of Pivotal Associates . As of December 31, 2024, Euronet delivered 8% revenue growth, 16% adjusted operating income growth, and 15% adjusted EPS growth; 1/3/5-year TSR stood at 1%, -14%, and -35%, respectively, with $265.2 million returned via repurchases in 2024 . Over 2021–2024, EBITDA grew 113%, placing Euronet’s operating performance in the top ~20% of a 24-company payments peer set, though share performance was roughly median versus peers over the 3-year period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ionex telecommunications, inc. | Chief Operating Officer | 1999–2001 | Led operations for a local exchange carrier during industry transition, prior to joining Euronet . |
| Pivotal Associates | Sole Proprietor | 2002 | Business development advisory experience ahead of Euronet appointment . |
| Euronet Worldwide | EVP & Chief Financial Officer | 2002–present | Long-tenured CFO guiding strategy, capital structure and reporting; executive signatory on SOX 906 certifications . |
External Roles
- Not disclosed.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $550,000 |
| Target Bonus (% of salary) | 125% (plan design; unchanged into 2024) | 125% | 125% |
| Actual Annual Bonus ($) | $825,000 | $1,250,000 | $1,375,000 |
| All Other Compensation ($) | $17,130 | $12,008 | $11,425 |
| All Other Comp Detail | 401(k) match + group life premiums | 401(k) match + group life premiums | 401(k) match + group life premiums |
| Total Compensation ($) | $4,933,053 | $4,927,910 | $5,936,489 |
Performance Compensation
Annual Incentive Plan (2024 Design and Outcome)
| Metric | Weighting | Threshold | Target | Maximum | Actual (reported/cc) | Payout Mechanics | Actual Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EPS (constant currency) | Company-wide plan; single metric | $7.90 (62.5% of salary) | $8.25 (125% of salary) | $8.65 (250% of salary) | $8.61 reported / $8.70 cc | Linear between points; Weller target/Max aligned to 125%/250% of salary | $1,375,000 (250% of $550,000) |
- Committee emphasizes pay-for-performance, uses adjusted EPS and operating income (constant currency) across incentives to align with multi-year value creation .
Long-Term Incentive Awards (granted December 10, 2024)
| Vehicle | Grant Date | Shares/Options | Exercise/Grant Price | Grant Date Fair Value ($) | Vesting & Performance Conditions |
|---|---|---|---|---|---|
| Performance RSUs | 12/10/2024 | Threshold 11,519; Target 15,358; Max 19,198 | — | $2,000,048 | 40% vests evenly over 4 years (2025–2028) subject to ≥$200m adjusted operating income each year; up to 60% vests at end of 2027 based on adjusted cc EPS CAGR: 2% (1/3), 5% (2/3), 7% (100%); vests upon filing of 2027 10-K . |
| Performance Stock Options | 12/10/2024 | 44,924 | $104.18 | $2,000,016 | Vests evenly over 4 years upon achieving a 10% increase over grant-date price sustained for 30 consecutive days . |
- Prior LTI designs (2021–2023) used similar two-component RSUs with AOI gates and EPS CAGR hurdles (5%, 7.5%, 10%) and options with a 10% 30-day price hurdle; 2021/2022/2023 option market criteria have been met, converting to time-based vesting over four years .
Realizable Value and Alignment
- For non-CEO NEOs (including Weller), the realizable value of 2019 and 2020 LTI awards on vesting dates was 33% and 38% of grant-date SCT values, reflecting non-achievement of some performance goals and limited stock appreciation—evidencing alignment with shareholder outcomes .
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Rick L. Weller | 717,078 | 1.6% | Includes 435,477 options exercisable within 60 days . |
- Stock ownership policy prohibits pledging and hedging for insiders, with rare case-by-case pledge exceptions; as of 12/31/2024, only the CEO had pledged shares; no pledges for Weller .
- Although formal ownership guidelines don’t apply to NEOs, management reports Weller’s holdings were valued at ~134x salary, indicating strong alignment with shareholders .
Outstanding Equity and Vesting Overhang (12/31/2024 snapshot)
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Selected unvested RSUs and unearned units:
- 2021 grant: Market value of unvested RSUs $859,948; unearned units 1,194 (payout value $122,791) .
- 2022 grant: Market value of unvested RSUs $180,381; unearned units 14,030 (payout value $1,442,845) .
- 2023 grant: Market value of unvested RSUs $177,605; unearned units 15,543 (payout value $1,598,442) .
- 2024 grant: Unearned units 19,198 (payout value $1,974,322) .
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Option inventory and expirations (selected tranches):
- 25,532 (12/10/2015) exp. 12/10/2025; 24,699 (12/13/2016) exp. 12/13/2026; 21,860 (12/12/2017) exp. 12/12/2027; 30,951 (12/12/2018) exp. 12/12/2028 .
- 28,365 (12/10/2019) exp. 12/10/2029; two grants 27,239 and 19,382 at 141.03 (4/4/2019) exp. 2029 .
- 200,000 at $98.46 (11/5/2020) exp. 11/5/2030 .
- 2021: 25,806 exercisable; 8,062 unexercisable; price $116.08, exp. 12/7/2031 .
- 2022: 21,566 exercisable; 21,566 unexercisable; price $90.26, exp. 12/6/2032 .
- 2023: 10,077 exercisable; 30,232 unexercisable; price $91.66, exp. 12/12/2033 .
- 2024: 44,924 unearned; price $104.18, exp. 12/10/2034 .
Exercises and Vesting Activity (2024)
| Transaction Type | Shares/Units | Value |
|---|---|---|
| Options exercised | 26,849 | $1,272,106 (intrinsic value realized) |
| RSUs/stock vested | 12,522 | $1,341,983 |
Interpretation: Material upcoming option expiries in 2025–2029 (legacy 2015–2019 tranches) and annual RSU vesting gates through 2028 could create periodic liquidity events; 2024 exercise/vest activity already meaningful .
Employment Terms
- Agreement: Indefinite term; entered October 2003, amended/restated April 2008; 60 days’ notice for voluntary resignation; company may terminate with or without cause (14 days’ notice for cause) . “Cause” narrowed post-change-in-control to felony dishonesty for personal gain at company expense .
- Severance (without cause or constructive termination, pre-CoC): 24 months’ base salary; continuation of vesting and rights to exercise outstanding equity; continuation of health and life benefits .
- Change-in-control (CoC): Immediate vesting of all equity; contract term fixed at three years; if terminated without cause or for “good reason,” lump-sum base salary for remaining term (min two years) discounted at 7.5% .
- Clawback: Stand-alone policy adopted in 2023 to recoup excess incentive-based compensation upon accounting restatement (3-year lookback) .
- Hedging/Pledging: Hedging prohibited; pledging restricted and requires approval; no pledges for Weller .
- Tax gross-ups: Legacy agreements provide excise tax gross-up rights, but company policy since 2011 forbids adding/renewing such clauses; as of 12/31/2024, no gross-up would have been payable to NEOs for a CoC termination .
- Death/Disability: Immediate vesting of unvested equity; Weller’s disability benefit equals 12 months’ salary ($550,000) and equity vesting; death/disability equity value $6,965,647 as of 12/31/2024 .
Severance Economics (as of 12/31/2024)
| Scenario | Base Salary | Unvested Equity | Benefits | Total |
|---|---|---|---|---|
| Termination without cause / constructive termination (pre-CoC) | $1,100,000 | $2,139,394 | $22,850 | $3,262,244 |
| Change-in-control + qualifying termination | $1,473,446 | $6,965,647 | $34,275 | $8,473,368 |
Performance & Track Record
- Company execution under CFO oversight: 2024 revenue +8%, adjusted operating income +16%, adjusted EPS +15% YoY; capital returned via $265.2m repurchases; 1/3/5-year TSR 1%/-14%/-35% .
- Multi-year operating improvement: EBITDA rose from $309.7m (2021) to $661.2m (2024), +113%, outpacing 21 of 24 payments peers over the period, though 3-year stock performance was median versus the group .
- Communication and guidance: Weller reaffirmed 12%–16% 2025 earnings growth expectation mid-year and outlined capital structure priorities (convertible financing optionality, tax rate cadence) .
- Transaction leadership exposure: Euronet announced the CoreCard acquisition in Q2’25; Weller featured as EVP, Chief Accounting Officer & CFO in related filing and call participation .
Governance, Pay Practices, and Shareholder Feedback
- Say-on-pay: 78% support in 2024; company engaged investors (~70% outreach, ~30% by ownership met) and ISS; committed to plan refinements .
- Design changes: Beginning with 2025/2026 cycles, company added meaningful share price hurdle with three-year cliff vesting, and plans to shift mix toward stock awards and include a stock appreciation metric (TSR-like) to complement Adjusted EPS .
- Peer positioning: Compensation targets benchmarked to peer median; Euronet ranked 58th percentile by revenue and 52nd by market cap within peer set at the time of analysis .
- Risk controls: No option repricing; options struck at fair market value; no payment of dividends on unearned awards; clawback in place; broad hedging/pledging prohibitions .
Compensation Structure Analysis
- Mix and leverage: For 2024, Weller’s pay mix was heavily performance-based: $2.0m PSUs and $2.0m performance options vs. $0.55m base and $1.375m cash incentive .
- Metric rigor: Annual plan used rising EPS hurdles (CC) vs. 2023; LTI maintained AOI gates and multi-year EPS CAGR metrics; prior cycles show zero-to-max realizations, indicating stretch targets with real downside exposure .
- Alignment: Significant personal ownership (1.6% of shares; holdings valued ~134x salary), no pledging, and realizable LTI values tracking shareholder returns all point to strong alignment .
Equity Ownership & Alignment (Detail Tables)
Multi-Year Compensation Summary (Weller)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $500,000 | $500,000 | $550,000 |
| Stock Awards ($) | $1,582,979 | $1,582,968 | $2,000,048 |
| Option Awards ($) | $1,582,979 | $1,582,934 | $2,000,016 |
| Non-Equity Incentive ($) | $825,000 | $1,250,000 | $1,375,000 |
| All Other Comp ($) | $17,130 | $12,008 | $11,425 |
| Total ($) | $4,933,053 | $4,927,910 | $5,936,489 |
2024 Grants Detail (Weller)
| Grant | Grant Date | Threshold | Target | Maximum | Fair Value ($) | Terms |
|---|---|---|---|---|---|---|
| Performance RSUs | 12/10/2024 | 11,519 | 15,358 | 19,198 | $2,000,048 | 40% service vest 2025–2028 with AOI ≥$200m/yr; 60% at end-2027 based on EPS CAGR (2%/5%/7%) . |
| Performance Options | 12/10/2024 | — | 44,924 | — | $2,000,016 | Even annual vesting upon stock up 10% vs. grant for 30 consecutive days . |
Employment Terms (Detail Tables)
Severance (Pre-CoC)
| Component | Amount |
|---|---|
| Base salary (24 months) | $1,100,000 |
| Unvested equity (value assumption) | $2,139,394 |
| Benefits | $22,850 |
| Total | $3,262,244 |
Change-in-Control + Qualifying Termination
| Component | Amount |
|---|---|
| Base salary (present value) | $1,473,446 |
| Unvested equity (immediate vest) | $6,965,647 |
| Benefits | $34,275 |
| Total | $8,473,368 |
Investment Implications
- Pay-for-performance and retention: High at-risk mix, multi-year EPS CAGR hurdles, and price-hurdled options create strong linkage to sustained EPS growth and stock performance; downside realizable value in prior cycles indicates real performance risk, which supports alignment but could pressure retention if stock underperforms .
- Selling pressure cadence: Multiple legacy option expirations through 2029 and continuing RSU vesting gates (2025–2028) can create periodic exercise/sale windows; 2024 activity was meaningful (26,849 options exercised; 12,522 shares vested), suggesting monitoring for event-driven liquidity around expiries and gate achievements .
- Change-in-control incentives: Immediate equity vesting plus three-year fixed term and lump-sum salary provide substantial CoC economics, which can align interests in strategic transactions but may draw scrutiny if payouts are large relative to performance; no new gross-ups and current modeling shows none payable as of 2024 .
- Alignment and risk controls: No pledging by Weller, strong personal ownership (~1.6% of shares) and broad hedging/pledging prohibitions reduce misalignment risk; the 2023 clawback adds downside accountability on restatements .
- Shareholder sentiment and plan evolution: 78% say-on-pay support paired with investor engagement drove the addition of stock price hurdles, three-year cliffs, and a TSR-like metric—positive for investor alignment; watch 2026 mix shift and metric calibration for continued rigor .