UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Robert Leibrock
On June 9, 2025, ACI Worldwide, Inc. (the “Company”) announced the appointment of Robert Leibrock as its Chief Financial Officer and Chief Accounting Officer effective July 1, 2025.
Mr. Leibrock, age 43, joins the Company from Red Hat, Inc., where he currently serves as Senior Vice President, Chief Operating Officer and CFO. Red Hat is the open hybrid cloud technology leader, supporting transformative IT innovation and AI applications. At Red Hat, Mr. Leibrock successfully guided global financial operations through significant growth and strategic transformation, including initiatives focused on advancing AI capabilities and investments. He previously held senior finance roles at IBM, where he was instrumental in driving meaningful revenue growth through his leadership of financial strategy, operational excellence, and profitability improvement initiatives.
Mr. Leibrock’s annual base salary will be $530,000. Mr. Leibrock will be eligible to participate in the Company’s Short-Term Incentive Program, with an annual target of 80% of Mr. Leibrock’s base salary, which annual target will be pro-rated for 2025.
Mr. Leibrock will receive initial equity awards with an aggregate grant date value of $3.1 million. 50% of the aggregate award value will be provided in the form of restricted share units (“RSUs”) that vest quarterly over a period of three years. 50% of the aggregate award value will be provided in the form of RSUs that will vest 100% on the third anniversary of the grant date. The RSUs will be issued under the Company’s form equity award agreements.
As compensation for forfeited incentives at his former employer, Mr. Leibrock will receive equity awards with an aggregate grant date value of $5.5 million. 50% of the aggregate award value will be provided in the form of RSUs that vest quarterly over a period of three years. 50% of the aggregate award value will be provided in the form of RSUs that will vest 100% on the third anniversary of the grant date. The RSUs will be issued under the Company’s form equity award agreements.
Mr. Leibrock will be eligible for severance, medical and dental continuation benefits pursuant to the Company’s Severance Pay Plan. Mr. Leibrock will enter into the Company’s standard form Change In Control Employment Agreement and the Company’s standard form of indemnification agreement. Mr. Leibrock will also be eligible to participate in the Company’s welfare benefit plans that are generally available to employees.
Transition of Scott Behrens
Scott Behrens will cease to serve as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company effective July 1, 2025. Commencing July 1, 2025, Mr. Behrens will continue as an employee of the Company through December 31, 2025 under his current compensation, and will be entitled to retirement benefits in effect at that time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ACI WORLDWIDE, INC. (Registrant) | ||||||
| Date: June 9, 2025 | By: | /s/ Dennis P. Byrnes | ||||
| Dennis P. Byrnes | ||||||
| Executive Vice President and General Counsel | ||||||