Independent
Tenure on this board
11.0 yrs
Also a director at
Avnet Inc (AVT)
9 nominees · 3 ballot items.
Three proposals: (1) Election of nine directors to the Board for one-year terms; (2) Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026; and (3) An advisory (“say-on-pay”) vote to approve named executive officer compensation as disclosed in the proxy statement.
To elect the nine director nominees named in the proxy statement (Adalio T. Sanchez, Juan A. Benitez, Kimberly deBeers, Todd Ford, Mary P. Harman, Didier Lamouche, Katrinka B. McCallum, Thomas W. Warsop III, and Samir M. Zabaneh) to serve until the 2027 Annual Meeting.
To ratify the Audit Committee’s selection of Deloitte & Touche LLP as ACI’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative disclosures.
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive pay program as disclosed in the proxy statement. Management frames its program as pay-for-performance: a significant portion of NEO compensation is variable and tied to corporate financial metrics (Adjusted EBITDA and Revenue Net of Interchange for short-term incentives; Gross Revenue Growth with an rTSR modifier and an Adjusted EBITDA gate for PSUs), and long-term equity (PSUs and RSUs) designed to align executives with shareholders. The Compensation Committee emphasizes rigorous target-setting, use of independent compensation consultants, peer benchmarking, and stock ownership and clawback policies to support alignment and risk management. The Board also highlights robust shareholder engagement and the prior 2025 say-on-pay approval (≈95% support) as evidence of investor acceptance. As an advisory vote, the outcome is non-binding, but the Board and Compensation Committee state they will consider the results in future compensation decisions. Key governance context includes a mix of performance metrics, double-trigger change-in-control provisions, recoupment policies, and detailed post-employment arrangements; these features reduce risk of windfalls while providing retention. Analysts evaluating this proposal should weigh the strong stockholder support history and explicit performance linkages against any concerns about large equity grant values, potential payouts under various scenarios, and the discretion retained by the Compensation Committee for individual adjustments and discretion in STIP outcomes. The proposal’s passage would reaffirm shareholder support for the current compensation framework; a failure would trigger more intensive shareholder engagement and likely revisions to executive pay design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.54% | 11,731,054 | $481M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.92% | 8,056,347 | $330M |
| 3 | FRANKLIN RESOURCES INC | 5.07% | 5,153,780 | $211M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 4,540,512 | $186M |
| 5 | STATE STREET CORP | 4.08% | 4,150,909 | $170M |
| 6 | BlackRock, Inc. | 3.33% | 3,386,223 | $139M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.77% | 2,811,043 | $115M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.54% | 2,578,952 | $106M |
| 9 | Hood River Capital Management LLC | 2.35% | 2,391,319 | $98M |
| 10 | REINHART PARTNERS, LLC. | 2.20% | 2,234,814 | $92M |
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