Devin B. McGranahan
About Devin B. McGranahan
Devin B. McGranahan, 56, has served as President, Chief Executive Officer, and Director of The Western Union Company since December 2021. He previously held senior operating roles at Fiserv and was a senior partner at McKinsey & Company, with deep experience in payments, financial services, and large-scale operations transformation . Western Union’s pay-versus-performance disclosure shows TSR and fundamentals during his tenure: WU TSR of $59.44 (2022) and $55.70 (2023) versus peer TSR of $118.77 and $133.20, respectively; net income of $910.6M (2022) and $626.0M (2023); adjusted revenue of $4,512M (2022) and $4,342M (2023) . He also serves on Western Union’s Board (Director since 2021) and is the only non-independent director; the Board is otherwise independent with an independent Non‑Executive Chair .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fiserv, Inc. | EVP, Senior Group President, Global Business Solutions | 2018–2021 | Led global payments/financial technology businesses; scaled go-to-market and operating execution . |
| Fiserv, Inc. | Group President, Billing and Payments Group | 2016–2018 | Ran billing/payments portfolio, enhancing product and client delivery . |
| McKinsey & Company | Senior Partner; Co‑leader NA Financial Services (2009–2016); Leader Global Insurance (2013–2016); Co‑chair Global Senior Partner Election Committee (2013–2015) | 1992–2016 | Led major practices; extensive FS operating and strategy expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Fixed Compensation
Multi-year CEO compensation (thousands):
| Metric ($000) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,000.0 | 1,000.0 | 1,000.0 |
| Bonus | — | — | — |
| Stock Awards | 3,407.1 | 5,033.4 | 6,802.8 |
| Option Awards | 1,600.0 | 1,900.0 | 3,400.0 |
| Non‑Equity Incentive Comp | 986.0 | 1,870.0 | 1,890.0 |
| Change in Pension/Def. Comp | — | — | — |
| All Other Compensation | 248.6 | 163.5 | 179.9 |
| Total | 7,241.7 | 9,966.9 | 13,272.7 |
Additional fixed pay detail:
- Base salary held at $1.0M in 2024 (no increase) .
- Director fees: McGranahan receives no additional compensation for Board service .
- Perquisites include personal aircraft usage per a security assessment; costs disclosed within “All Other Compensation” (policy disclosure) .
Performance Compensation
Annual Incentive (AIP) – 2024 design and payout:
- Target bonus increased to 180% of base salary (from 170%); CEO paid $1.89M for 2024, versus $1.8M target .
- AIP metrics emphasized financial, strategic, and compliance goals with caps; individual performance modifier applies to NEOs other than the CEO .
- Clawback: AIP subject to Misconduct Clawback and Dodd‑Frank restatement recoupment .
Long-Term Incentive (LTI) – 2024 structure:
- Vehicles: PSUs with TSR modifier, RSUs, and stock options; options vest 25% annually over 4 years, 10‑year term; RSUs vest one‑third annually; PSUs include absolute financial goals with a relative TSR modifier vs S&P MidCap 400 .
- Equity weighting: ~77% of CEO’s target total compensation is long‑term, at‑risk equity .
2024 PSUs – metrics, ranges, and year‑1 attainment:
- Metrics: adjusted revenue growth, Consumer Services adjusted revenue growth, and operational efficiency; TSR modifier linearly interpolated between 25th–75th percentiles (50th percentile = no modifier) .
- Share opportunities (CEO): Threshold 222,657; Target 445,313; Max 890,626 .
- Year‑1 certification for the 2024 PSU’s first tranche (weighting applied within the plan): adjusted revenue at 62% of target; Consumer Services adjusted revenue at 34%; operational efficiency at 33%; yielding 129% eligibility for vesting for the first year portion (subject to multi‑year averaging and TSR modifier at final vest) .
2024 RSU and Option grants:
- RSU award: 148,438 units (vesting in equal annual thirds) .
- Option awards: Non‑qualified options valued at $3.4M (FMV at grant; vest 25% per year; 10‑year term) .
Vesting schedule references:
- RSUs generally vest one‑third annually; example prior award: RSUs granted June 1, 2022 vest in three equal installments on the 1st–3rd anniversaries .
- Example PSU vesting dates: 2023 PSU tranches scheduled to vest Feb. 22–23, 2026; 2024 PSUs scheduled to vest Feb. 26, 2027, subject to multi‑year performance and TSR modifier .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,398,466 shares (1.01% of outstanding) as of Mar 18, 2025 . |
| Options exercisable within 60 days | 2,987,069 options (included in beneficial ownership counting method) . |
| CEO stock ownership guideline | 6x base salary; status: Meets guideline as of record date . |
| Hedging/pledging | Prohibited for executives and directors under insider trading policy . |
| Clawbacks | Dodd‑Frank restatement clawback and separate misconduct/detrimental conduct clawback . |
| Director fees | No additional pay for Board service (reduces potential conflicts) . |
Note on potential selling pressure:
- Scheduled annual RSU vesting (e.g., 148,438 granted in 2024 vesting over 2025–2027) and sizeable options exercisable and outstanding may create periodic liquidity windows; hedging/pledging is prohibited and ownership guidelines apply, which moderates short‑term selling incentives .
Employment Terms
- Start date: President & CEO since December 2021 .
- Employment approach: Offer letter framework; otherwise governed by Company policies, including Executive Severance Policy (no fixed term) .
- Severance (no change‑in‑control): CEO severance equal to 1.5x base salary plus prorated bonus; equity generally prorated; lump‑sum medical up to $18k; restrictive covenants required .
- Change‑in‑control (double‑trigger within 24 months): 2.0x (salary + target bonus) plus prorated bonus; full vesting of time‑based equity; performance‑based equity vests at greater of target or performance‑through‑termination; lump‑sum medical up to $18k; outplacement; cutback to avoid excise tax if beneficial .
- Non‑compete/non‑solicit: Required as part of severance release; durations vary but generally do not exceed two years .
Potential payouts as of Dec 31, 2024 (illustrative from proxy tables):
| Scenario | Severance ($000) | Welfare ($000) | PSUs ($000) | RSUs ($000) | DEU Accrual ($000) | Total ($000) |
|---|---|---|---|---|---|---|
| Involuntary (no Cause/CIC) | 3,390.0 | 18.0 | 4,237.4 | 689.5 | 1,023.3 | 9,358.2 |
| Termination Following CIC | 7,490.0 | 18.0 | 10,776.3 | 2,888.8 | 2,025.7 | 23,198.8 |
| Death/Disability | — | — | 10,776.3 | 2,888.8 | 2,025.7 | 15,690.8 |
Board Governance
- Board service/history: Director since 2021; not a member of any committees .
- Board independence: All directors other than the CEO are independent; independent Non‑Executive Chair (Jeffrey A. Joerres) .
- Committees: All independent; charters include Audit, Compensation & Benefits, Compliance, Corporate Governance/ESG/Public Policy .
- Board activity: 6 meetings in 2024; each director attended ≥75% of eligible meetings .
- Executive sessions: Non‑management directors meet regularly in executive session; chaired by the Non‑Executive Chair .
- Director compensation note: CEO receives no additional director compensation (mitigates dual‑role pay concerns) .
- Governance practices: Majority voting, proxy access, 10% special meeting right, no poison pill, robust ownership guidelines, hedging/pledging prohibition .
Compensation Committee Analysis
- Members: Michael A. Miles, Jr. (Chair), Martin I. Cole, Suzette M. Deering, Betsy D. Holden, Angela A. Sun .
- Consultant: Meridian Compensation Partners, independent; informs peer benchmarking and design; no other services to the Company .
- Peer group context: 18-company peer set (e.g., Fiserv, Global Payments, Broadridge, ICE, Nasdaq, Corpay, Paychex, SS&C, WEX); WU revenue sits between 25th–50th percentile; market cap below 25th percentile .
- Say‑on‑pay: ~91% support in 2024 and five‑year average ~91%; ongoing investor outreach .
- Policies: Double‑trigger CIC, no option repricing without shareholder approval, no CIC tax gross‑ups, strong clawbacks, ownership guidelines (CEO 6x) .
Performance Compensation – Detail Table (2024)
| Element | Metric/Terms | Weighting/Range | Target | Actual/Status | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Incentive | Company financial/strategic/compliance; CEO not subject to individual +/-25% modifier | Payout 50%–200% of target; cap applies | 180% of $1.0M = $1.8M | Paid $1.89M | Clawback eligible . |
| PSUs (with TSR modifier) | Adjusted revenue growth; Consumer Services adjusted revenue growth; Operational efficiency; TSR modifier vs S&P MidCap 400 | Threshold–Target–Max; TSR linear 25th–75th pctile | 445,313 sh target | Yr‑1 certification: 62%, 34%, 33% goal attainment → 129% eligibility for yr‑1 portion | 3‑yr period; 2024 grant scheduled to vest 2/26/2027, subject to 3‑yr average and TSR modifier . |
| RSUs | Time-based | N/A | 148,438 sh | Service vesting | 1/3 annually . |
| Stock Options | FMV strike; 10‑yr term | N/A | $3.4M grant date value | Service vesting | 25% per year over 4 yrs . |
Historical option references for context:
- Grant 12/27/2021: strike $17.70; expires 12/27/2031; vests 25% annually over 4 yrs .
- Grant 2/24/2022: strike $18.62; expires 2/24/2032; vests 25% annually over 4 yrs .
Related Party Transactions and Risk Indicators
- Related party transactions: None in 2024 .
- Hedging/pledging: Prohibited (alignment positive) .
- Clawbacks: Restatement and misconduct policies in force .
- Option repricing: Prohibited without shareholder approval .
- CIC tax gross‑ups: None .
- Section 16(a): Company includes delinquent reports section; no specific delinquencies highlighted in 2024 proxy .
Investment Implications
- Alignment: CEO pay is heavily at‑risk and equity‑weighted (~77% LTI), with PSU metrics focused on revenue growth mix and operational efficiency, plus a relative TSR modifier that ties outcomes to shareholder returns .
- Retention vs. selling pressure: Large unvested PSU/RSU overhang and significant in‑the‑money/exercisable options support retention but may produce periodic liquidity windows at vest/exercise dates; hedging/pledging prohibition and 6x ownership guideline (met) reduce misalignment risk .
- Downside protections: Double‑trigger CIC and 1.5x severance multiple outside CIC are standard-to-strong; total potential benefits are sizable in a sale ($23.2M modeled) and should be considered in M&A probability screens .
- Governance: Independent chair, fully independent committees, majority voting, and robust clawbacks mitigate dual‑role risks (CEO + Director) and support compensation discipline; strong say‑on‑pay support (~91%) suggests investor acceptance of program design .
- Performance bar: 2022–2023 WU TSR underperformed the peer composite; the PSU design adds accountability through multi‑year averaging with a TSR modifier, which could tighten the pay‑for‑performance link going forward if operational efficiency and Consumer Services growth materialize as designed .
Overall: Incentive structure is shareholder‑tilted with clear performance levers (revenue mix shift and efficiency) and governance safeguards (independent chair, clawbacks, anti‑hedging). Watch upcoming vesting calendars and option exercise windows for flow‑through supply, and monitor PSU scorecards and TSR percentile outcomes to gauge forward payout risk .