Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain
Officers.
(b) Departure of Named Executive Officer.
On October 26, 2020, ACI Worldwide, Inc. (the "Company") announced that Craig
Saks will cease serving as Chief Strategy and Transformation Officer, effective
as of December 31, 2020. Mr. Saks will continue to receive his current salary
and benefits through December 31, 2020. Mr. Saks will be eligible for severance
and medical continuation benefits under the Company's existing Severance Pay
Plan, which is described in the Company's 2020 Proxy Statement.
(d) Election of Director.
On October 22, 2020, Charles Bobrinskoy and Didier Lamouche joined the Company's
Board of Directors (the "Board") as independent directors. A press release
announcing the new directors is filed as Exhibit 99.1 to this report.
Mr. Bobrinskoy will serve on the Company's Audit Committee and Nominating and
Corporate Governance Committee. Mr. Lamouche will serve on the Company's
Compensation and Leadership Development Committee and Risk Committee. Each of
Mr. Bobrinskoy and Mr. Lamouche will serve until the 2021 Annual Meeting of
Stockholders and thereafter, until their respective successors are duly elected
and qualified. Each of Mr. Bobrinskoy and Mr. Lamouche will participate in the
Company's standard non-employee director compensation agreements.
Mr. Bobrinskoy is the vice chairman, Head of Investment Group and Portfolio
Manager of Ariel Investments, LLC, an investment firm with over $13 billion in
assets under management, and has more than 30 years of leadership experience
with public equity and global financial institutions. Prior to Ariel
Investments, Mr. Bobrinskoy held positions of increasing responsibility at
Citigroup, Inc. and its predecessor Salomon Brothers, leading to his appointment
as managing director, Head of North American Investment Bank Branches.
Mr. Lamouche is the former president and CEO of Oberthur Technologies Group SAS
(now IDEMIA France), and has more than 35 years of global operational and sales
management experience in the technology and adjacent industries, including
semiconductors, information technology services, telecommunications and
cybersecurity. He has previously worked for ST-Microelectronics and Bull SA, and
spent the majority of his early career with IBM.
There is no agreement or understanding between either of Mr. Bobrinskoy or
Mr. Lamouche and any other person pursuant to which they were elected to the
Board. For a director to be considered independent, the Board must determine
that the director does not have any direct or indirect material relationship
with the Company. The Board has established guidelines to assist it in
determining director independence which conform to the independence requirements
in the NASDAQ Global Select Market listing standards. In accordance with these
guidelines, the Board has determined that each of Mr. Bobrinskoy and
Mr. Lamouche are independent. Neither Mr. Bobrinskoy nor Mr. Lamouche is a party
to any transaction, or series of transactions, required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 October 23, 2020 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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