Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.__ )
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Filed by the Registrant
¨
Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Cardtronics plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
1) Title of each class of securities to which transaction applies:
 
 
 
2) Aggregate number of securities to which transaction applies:
 
 
 
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
4) Proposed maximum aggregate value of transaction:
 
 
 
5) Total fee paid:
¨
 
Fee paid previously with preliminary materials.
¨
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
 
 
 
1) Amount previously paid:
 
 
 
2) Form, Schedule or Registration Statement No.:
 
 
 
3) Filing Party:
 
 
 
4) Date Filed:



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THE CHAMPIONS OF CASH...BECAUSE IT MATTERS
We are a company with a purpose-driven mission to provide cash access for the communities we serve – enabling payment choice. As the world’s largest ATM operator, we are a vital part of the cash infrastructure. We take exceptional pride in the role we play in advocating for consumers and ensuring they remain connected to consistent and reliable cash wherever they need it. Among the many benefits of Cash, it is Secure, Reliable and Private.

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(1) 
Source: Kantar Consulting, Store Top Retailers 2018, US Retailers with an ATM program
(2) 
Ending unit counts as of December 31, 2019



 
 
 
LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS
March 31, 2020
Dear Shareholder:
 

“Cardtronics strengthened its position in its largest markets and delivered across many strategic priorities, positioning the Company to continue delivering profitable growth for shareholders.”
 
Cardtronics is the world’s leading owner/operator of ATMs, providing service to approximately 285,000 ATMs located in ten countries across four continents. We have premier locations and leading capabilities where we operate, including the United States and the United Kingdom, our two largest markets. The combination of our ATM footprint at major retailers and extensive financial institution relationships creates a unique value network. Our retailers benefit from our ATMs in their stores, financial institutions benefit from lower costs to provide key cash-based financial services to their customers, and consumers benefit from convenient access to ATMs. With the unprecedented change occurring in consumer financial services, Cardtronics is well positioned to deliver value for financial institutions, financial technology companies, retailers, and consumers alike.
On behalf of the Board and management team, I am pleased to report that 2019 was a strong and important year for Cardtronics. During 2019, the Company returned to organic revenue growth and delivered a strong profit and cash flow performance. More importantly, we have strengthened our position in our largest markets and executed on many strategic priorities, positioning the Company to continue to deliver profitable growth for shareholders. A few of the 2019 highlights include significant new and expanded relationships with financial institutions and financial technology partners, new product delivery and continued infrastructure investment and operational improvements that will benefit the Company for years to come. These accomplishments led to strong returns for our shareholders during the year, reflecting both the tactical execution and strategic direction. We also were able to improve our capital structure as we reduced outstanding debt while also reducing our share count by approximately 4%, as we opportunistically repurchased 1.7 million shares during the year.
During the year, we sought the opportunity to speak with a number of our large shareholders as a part of our investor outreach efforts. We found these investor engagements to be both informative and valuable, and they will help shape future priorities for the Board. We remain committed to a culture of strong governance, and that starts at the top with the Board, which continues to evolve to serve our shareholders over the long-term. We recognize the importance of the Board’s role in sustainability, enterprise risk management, and human capital management.
Today, like all businesses across the globe, our company is being impacted by the unprecedented events taking place related to the COVID-19 virus pandemic. We are taking steps to stay ahead of this crisis, ensuring we can be flexible and adaptable to this fast-changing environment. The Board is actively engaged with the management team to help navigate this global crisis, and we are committed to the health and safety of our employees and customers. Recognizing the importance of our role in enabling convenient, secure, and reliable access to cash for citizens across regions, we have also taken additional operational measures to ensure availability of this critical service for many people.
Our Board is comprised of ten professionals from highly relevant and diverse backgrounds, including three women, one of whom is the chair of our audit committee. All Board members are independent, with the exception of our CEO, who does not serve on any of the Board’s committees.
As we communicated at our first investor day on March 27, 2019, Cardtronics is well positioned to leverage our leading ATM network and end-to-end capabilities for durable growth and value creation. Cash remains an important payment choice for consumers across our markets. Moreover, the ongoing evolution of payment technologies, consumer behaviors, and the financial services industry is providing growth opportunities for Cardtronics. We communicated a strategy at the investor day to enhance our unique two-sided network to drive sustainable organic growth and expand margins over the next several years. During the course of 2019, we invested in new products and technology to ensure that we continue delivering meaningful value to our financial institution, retailer, and financial technology partners.
As the Chairman of Cardtronics plc, it is my pleasure to invite you on behalf of the entire Board to attend our 2020 annual meeting of shareholders, which will also be available via teleconference call this year, in light of the COVID-19 pandemic. I also ask for your voting support, welcome your input, and thank you for your investment in Cardtronics.
Sincerely,
 
 
 
 
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Mark Rossi
Chair of the Board of Directors

2020 PROXY STATEMENT 1


 
 
LETTER FROM THE CHIEF EXECUTIVE OFFICER
March 31, 2020
Dear Shareholder:
 
 
We cordially invite you to attend (or listen by teleconference to) our 2020 Annual General Meeting of Shareholders. We will hold our meeting on Wednesday, May 13, 2020, at 6 p.m. BST at Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, United Kingdom, with satellite meetings being held at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, United States of America and 3201 Dallas Parkway, Suite 300, Frisco, Texas 75034, United States of America.
As a shareholder of Cardtronics plc, you play an essential role in our Company by considering and taking action on the matters outlined in the attached proxy statement. We appreciate the time and attention you invest in making thoughtful decisions.
Attached you will find a notice of the meeting and proxy statement that contain further information about the items upon which you will be asked to vote and the meeting itself, including:
§    How to obtain admission to the meeting if you plan to attend (but please see the comments below); and
§    Different methods you can use to vote your proxy, including by internet, telephone, and mail.
Every shareholder vote is important, and we encourage you to vote as promptly as possible. If you cannot attend the meeting in person, you may listen to the meeting via webcast. Instructions on how to access the live webcast are included in the proxy statement.
Due to the COVID-19 pandemic, and in line with what other companies are doing when holding their annual general meeting and in light of the current guidance from the UK Government, we are encouraging shareholders not to attend the meeting in person. Rather than attend in person at the location of the Annual General Meeting, we encourage shareholders to exercise their votes in advance of the meeting by proxy. In addition, we are proposing to organize a teleconference dial-in facility whereby shareholders will be able to dial-in and listen to the business of the meeting (details of this teleconference dial-in facility will be set out on our website in due course and prior to the date of the meeting). In light of the COVID-19 pandemic, we hope that shareholders will understand why the Board is encouraging shareholders not to attend in person.
Sincerely,
 
 
 
 
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Edward H. West 
Chief Executive Officer

2 CARDTRONICS


    
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
Notice is hereby given of the 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) of Cardtronics plc, an English public limited company (“Cardtronics”)
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DATE AND TIME 
Wednesday, May 13, 2020
6 p.m. BST
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LOCATION 
Wednesday, May 13, 2020, at 6 p.m. BST at Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, United Kingdom
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WHO CAN VOTE 
Shareholders of record at
the close of business on
March 18, 2020, are entitled
to receive notice of and to
vote at the Annual Meeting
or any adjournment or
postponements thereof

2020 PROXY STATEMENT 3


Voting Items
Proposals
 
Board Vote Recommendation
 
 
PROPOSAL 1:
To elect three Class I directors, Douglas L. Braunstein, Michelle Moore and G. Patrick Phillips, each by separate ordinary resolution, to our Board of Directors to serve until the 2023 Annual General Meeting of Shareholders
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FOR each director nominee
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See page 15
PROPOSAL 2:
To elect one Class II director, Rahul Gupta, by ordinary resolution, to our Board of Directors to serve until the 2021 Annual General Meeting of Shareholders
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FOR the director nominee
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See page 18
PROPOSAL 3:
To ratify, on an advisory basis, our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2020
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FOR
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See page 42
PROPOSAL 4:
To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders
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FOR
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See page 43
PROPOSAL 5:
To authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration
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FOR
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See page 43
PROPOSAL 6:
To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement
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FOR
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See page 46
PROPOSAL 7:
To approve the terms of the agreements and counterparties pursuant to which we may purchase our Class A ordinary shares
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FOR
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See page 77
PROPOSAL 8:
To approve the Directors’ Remuneration Policy on future pay, as set out in the Annual Reports and Accounts
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FOR
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See page 79
PROPOSAL 9:
To approve, on an advisory basis, the Directors’ Remuneration Report (other than the Directors' Remuneration Policy) for the fiscal year ended December 31, 2019
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FOR
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See page 80
PROPOSAL 10:
To receive our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2019, together with the reports of the auditors therein
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FOR
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See page 81
Please note that the location of the Annual Meeting is at Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, United Kingdom. Due to travel issues relating to COVID-19, please also note that the Board of Directors may not be present at this address, but may be present telephonically or at satellite meetings being held at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, United States of America and 3201 Dallas Parkway, Suite 300, Frisco, Texas 75034, United States of America.
Resolutions in proposals 1-10 will be proposed during the Annual Meeting as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved if a simple majority of votes cast (whether in person or by proxy) for or against a resolution are cast in favor of the resolution.
Further details of the proposals are set out in the proxy statement under the relevant descriptions of the proposals.

4 CARDTRONICS


With respect to the non-binding advisory votes in proposals 3, 6, and 9, the result of the vote for each proposal will not require our Board of Directors to take any action. Our Board of Directors values the opinions of our shareholders as expressed through advisory votes and other communications. Our Board of Directors will carefully consider the outcome of the advisory vote on each proposal.
During the Annual Meeting, our Board of Directors (or the chair of the annual meeting) will present to our shareholders our U.K. statutory accounts together with our U.K. statutory reports, including the directors’ report, the strategic report, the directors’ remuneration report and the auditors’ report for the fiscal year ended December 31, 2019 (our “U.K. Annual Reports and Accounts”).
Only shareholders of record at the close of business on March 18, 2020, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponements thereof. A list of shareholders will be available commencing April 30, 2020, and may be inspected at our offices during regular business hours before the Annual Meeting. The list of shareholders also will be available for review at the location of the Annual Meeting in the U.K. In the event there are not sufficient votes for a quorum at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.
The proxy materials include this notice, the proxy statement, our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2019, and the enclosed proxy card. The proxy statement provides information about the agenda and related matters for the Annual Meeting. It also describes how our Board of Directors operates, includes information about its director candidates, and includes information about the other items of business to be conducted at the Annual Meeting.
Your vote is important. Even if you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card as promptly as possible to ensure that your shares are represented. If you attend the Annual Meeting, you may withdraw any previously submitted proxy and vote in person. However, in light of the COVID-19 pandemic, please see the Letter from the Chief Executive Officer above in relation to any decision to attend the Annual Meeting in person.
Sincerely,
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Aimie Killeen 
Company Secretary
How to Vote
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INTERNET 
www.proxyvote.com
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TELEPHONE 
832-308-4000
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MAIL 
Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 13, 2020
The Notice of Annual General Meeting of Shareholders, Proxy Statement for the Annual General Meeting of Shareholders and our Annual Report on Form 10-K to Shareholders for the fiscal year ended December 31, 2019, are available at www.proxyvote.com
 

2020 PROXY STATEMENT 5


Forward Looking Statements and Non-GAAP Measures
This document contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.”
The information in this document is based upon our current expectations as of the date hereof unless otherwise noted. Our actual future business and financial performance may differ materially and adversely from our expectations expressed in any forward-looking statements. We undertake no obligation to revise or publicly update our forward-looking statements or this presentation for any reason unless required by law. Although our expectations and beliefs are based on reasonable assumptions, actual results may differ materially. The factors that may affect our results are listed in certain of our press releases and disclosed in the Company’s most recent Form 10-K and 10-Q along with other public filings with the SEC.
This document includes certain non-GAAP financial measures as defined under SEC Regulation G. We believe such measures are useful together with a reconciliation of those measures to the most directly comparable U.S. GAAP measures .
TABLE OF CONTENTS
PROPOSAL 2: To elect one Class II director, Rahul Gupta, by ordinary resolution, to our Board of Directors to serve until the 2021 Annual General Meeting of Shareholders.

6 CARDTRONICS



2020 PROXY STATEMENT 7


PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not include all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Board Highlights
The following provides summary information about our directors.
 
 
 
 
Committee Membership
 
Name and Primary Occupation
Age
Director Since
AC
CC
NGC
FC
CLASS I
Class I Director Nominees for 2020
 
 
 
 
 
 
Douglas L. Braunstein
Managing Partner and Founder,
Hudson Executive Capital LP
59
2018
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G. Patrick Phillips 
Retired President of Premier Banking
and Investments, Bank of America
70
2010
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Michelle Moore  
Former Executive, Head of Digital
Banking, Bank of America
48
Appointed in March 2020
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CLASS II
Class II Director Nominee for 2020
 
 
 
 
 
 
Rahul Gupta
Former Executive Vice President
and Group President at Fiserv, Inc.
60
Appointed in March 2020
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Continuing Directors
 
 
 
 
 
 
Juli C. Spottiswood 
Former Senior Vice President,
Blackhawk Network Holdings Inc.
53
2011
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Edward H. West 
Chief Executive Officer, Cardtronics
53
2018
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CLASS III
Continuing Directors
 
 
 
 
 
 
Mark Rossi 
Founder and Senior Managing Director,
Cornerstone Equity Investors, L.L.C.
63
2010
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Julie Gardner
Retired Executive Vice President and
Chief Marketing Officer, Kohl’s Department Stores
62
2013
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Warren C. Jenson 
President, CFO and Executive MD of International,
LiveRamp Holdings, Inc.
63
2018
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AC
Audit Committee
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Chair
CC
Compensation Committee
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Member
NGC
Nominating & Governance Committee
 
 
FC
Finance Committee
 
 

8 CARDTRONICS


PROXY SUMMARY

 
 
 
 
INDEPENDENCE
TENURE
AGE
DIVERSITY
Independent
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8
<3 years
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5
<55 years
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3
Female
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3
Not independent
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1
3-7 years
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1
55-60 years
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1
 
 
 
 
 
 
8-10 years
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2
61-65 years
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4
 
 
 
 
 
 
 
 
 
>65 years
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1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SKILLS AND EXPERIENCE
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Accounting
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Financial Services
 
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President/ Executive Group
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3/9
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5/9
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7/9
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Chief Executive Officer
 
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Fintech/ Payments
 
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Private Equity
 
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3/9
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5/9
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3/9
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Chief Financial Officer
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Global Business
 
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Sales
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5/9
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4/9
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7/9
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Cybersecurity and
Information Technology
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Investment Management
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Strategy
 
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2/9
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3/9
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6/9
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Digital Business
 
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Marketing and
Product Development
 
 
 
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6/9
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4/9
 
 
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Disruptive Business Models
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Merger/Acquisitions
 
 
 
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4/9
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6/9
 
 
Environmental, Social, and Corporate Governance Highlights
Our Board is committed to overseeing social responsibility and corporate governance practices, to promote sustainability, long-term value for shareholders, and foster a culture of transparency, trust, and accountability between the Company and our stakeholders.
ENVIRONMENTAL
 
 
    Public disclosure of annual material GHG emissions from owned and utilized assets for which the Company has operational control
    Recycling programs in all Cardtronics locations
    Global head office in Houston, Texas, and a major facility in Frisco, Texas, each use natural light and energy-efficient LED lighting to reduce energy consumption and are LEED (Leadership in Energy and Environmental Design) certified for efficiency and sustainability

2020 PROXY STATEMENT 9


PROXY SUMMARY

SOCIAL
 
 
    We advocate for consumers and ensure they remain connected to secure, convenient, and reliable cash wherever they need it, including in areas serving unbanked and underbanked citizens
    Purposeful alignment of human capital management and business strategies to drive pay for performance and to cultivate a culture that attracts the talent necessary for sustained success
    30% of the Board is female (3 of 10 directors), including the Chair of our Audit Committee
    Board-approved policies which prohibit discrimination based on protected grounds

    Through its Statement of Compliance with the Modern Slavery Act, 2015, Cardtronics publicly commits to preventing human trafficking and modern slavery in its business and supply chains
    Support of legislation which would provide the freedom of payment choice
    Continuing to develop and maintain privacy policies and procedures in line with evolving legislation, to protect the privacy and data of our customers, suppliers and employees
    Cardtronics and its employees support our communities through a range of charitable giving schemes and events, and we also support employees who engage directly with local and national charities
CORPORATE GOVERNANCE
 
 
    Non-executive, independent Chair of the Board
    All directors are independent, other than the CEO
    Board’s four committees are fully independent and meet regularly
    Majority vote for directors in uncontested elections
    No supermajority shareholder approval requirements
    Directors must notify Nominating & Governance Committee before joining another public company Board
    Strong corporate values and commitment to ethics and compliance
    Board and its committees have the authority to retain independent advisors
    Shareholder right to call special meetings with 5% ownership
    No dual-class capital structure
    Robust share ownership and retention guidelines for directors and executive officers
    Code of Business Conduct and Ethics guides on best practices and sets the expectation for employee and director conduct
ENTERPRISE RISK MANAGEMENT
 
 
    A robust enterprise risk management strategy provides a ‘bottom-up’ review of current and potential risks which could impact the business, which is reviewed not less than quarterly by the Board
    See 'Corporate Governance', and 'Our Board and Committees' on page 25 which includes an overview of the role of each committee of the Board in risk oversight

10 CARDTRONICS


PROXY SUMMARY

Financial Highlights
 
The Proxy Statement speaks as of the date of mailing.  As a result, the discussion about our financial, operational, and strategic performance relates to 2019 and has not been edited to provide any updates regarding any potential COVID-19 pandemic impacts on our business activities or performance.
 
2019 Financial Performance
Solid revenue growth drives margin expansion and strong cash flows
Revenues of $1.35 billion, up 3% (constant-currency) from 2018
4% revenue growth in North America, led by bank branding, Allpoint, and managed services
Deployed nearly 1,000 deposit-taking ATMs in the U.S. enabling new revenue streams
GAAP net income of $48.3 million up from $3.7 million in 2018
Adjusted EBITDA(1) of $308 million, up 8% constant-currency from 2018
Adjusted Net Income per diluted Share(1) of $2.52, up 18% from 2018
Adjusted free cash flow(1) of $150 million, up from $118 million in 2018
Repurchased 1.7 million shares, or 4% of shares outstanding, and repaid $96 million, in debt outstanding
Strong execution; well-positioned for continued growth
(1) 
Adjusted free cash flow as disclosed in our periodic SEC filings. Adjusted Free Cash Flow, Adjusted EBITDA and Adjusted Net Income per Diluted Share are non-GAAP measures. Please see our 2019 Form 10-K for a description of these measures, management’s opinion regarding the usefulness of these non-GAAP measures, along with a reconciliation to the nearest GAAP measures.

2020 PROXY STATEMENT 11


PROXY SUMMARY

Compensation Highlights
Compensation Snapshot
Elements
CEO
Other NEOs
Overview
Base Salary
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A competitive level of cash to attract and retain executive talent
Annual Cash Incentive
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Designed to motivate our executives to achieve annual financial goals and other business objectives
Total amount paid based on achievement of Revenue, Adjusted EBITDA and Adjusted Free Cash Flow metrics, and for NEOs other than the CEO, individual performance goals
Long-Term Incentive Plan ("LTIP")
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Designed to motivate our executives to build long-term shareholder value
2019 LTIP comprised of the following:
Performance-Based RSUs
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Earned based on cumulative Adjusted EBITDA (50%) and relative Total Shareholder Return ("TSR") (50%) metrics over a three-year performance period
Time-Based RSUs
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Further tie the interests of our executives to shareholders and encourage a significant equity stake in the company and vest over three years
Stock Options
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Recent Compensation Changes and Best Practices
Having successfully navigated a period of significant transition, our Compensation Committee determined that for 2019 and 2020, long-term performance-based incentives should be based on a cumulative three-year performance period, and include relative TSR and Adjusted EBITDA as equally weighted metrics. The Compensation Committee elected to include relative TSR as a critical metric to tie a considerable portion of management’s LTIP awards to the Company’s share price performance as compared to the composite share price performance of a broad group of companies with similarly-sized market capitalizations. In addition, the 2019 and 2020 LTIPs incorporate vesting over three years for time-based RSUs and stock options.
 
 
 
 
 
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What We Do
 
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What We Don’t Do
    Emphasis on performance-based compensation tied to specific, pre-established financial goals and individual goals (the latter for all NEOs except the CEO), with payouts capped at 200% of the target
    Compensation recoupment (“clawback”) policy
    Meaningful share ownership guidelines for our executive officers and directors
    Independent Compensation Committee directors and compensation consultant
    Insider Trading Policy
 
    No excise tax gross-ups for executive officers
    No backdating or repricing of options
    No hedging or pledging of Cardtronics shares per our Insider Trading Policy
    No excessive perquisites for executive officers
 
 
 
 
 


12 CARDTRONICS


PROXY SUMMARY

Shareholder Engagement
 
 
 
 
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We have reached out to shareholders totaling over
We are committed to ensuring that our shareholders fully understand our executive compensation programs, including how they reward the achievement of our strategic objectives and align the interests of our named executive officers with those of our shareholders.
Since our 2019 Annual General Meeting of Shareholders, we engaged with our shareholders to seek feedback on our executive compensation program and any other subjects of interest.
We focused our outreach on our top 25 shareholders, who represent over 90% of our shares outstanding.
 
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We held substantive stewardship discussions with holders of approximately
In addition to meetings management held with shareholders throughout the year, we engaged in discussions with shareholders during the spring, in advance of our 2019 Annual Shareholders Meeting, and again between October and December 2019. During the latter shareholder engagement effort, which focused primarily on stewardship, executive compensation, social responsibility and strategy matters, we were able to engage in discussions with shareholders that account for approximately 64% of our shares outstanding.
These discussions generally included at least one Board member, either our Board Chair or our Compensation Committee Chair, in addition to our Chief Financial Officer, our General Counsel, our head of Human Resources, and our head of Investor Relations. Key points commonly raised or discussed with shareholders included: (1) executive compensation matters; (2) governance matters and Board composition; and (3) the Board’s role in strategy and risk.
We also held an investor day during 2019 and communicated throughout the year with investors through in-person meetings, conferences and conference calls. During the year, in total, we held meetings with over 80% of our shareholder base.
 
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2020 PROXY STATEMENT 13


PROXY SUMMARY

SHAREHOLDERS’ FEEDBACK
 
Our responses:
 
 
 
    Executive Compensation and Corporate Governance most important areas
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Our Board is fully committed to ensuring that our long-term executive incentive plans align with shareholder interests.
    Most shareholders were supportive of the Company's executive compensation structure
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While over 74% of our shareholders supported our 2018 executive compensation program, we have evaluated feedback from our shareholders during our outreach discussions and believe that we have appropriately addressed shareholders’ primary concerns in the 2019 and 2020 plans and would expect increased shareholder support for this year’s say-on-pay proposal.
    Longer performance measurement periods preferred
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Several shareholders commented on preferring performance measurement periods of 3+ years. Our 2019 and 2020 long-term incentive plans now utilize three-year plans, providing long-term alignment of management and shareholders.
    Metrics used for long-term incentive plans should vary from short-term plans
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Starting for 2019, we now use two long-term performance measures, each measured over a cumulative three-year period: 1) relative TSR and 2) Adjusted EBITDA. We believe relative TSR aligns management directly with shareholders to deliver long-term shareholder value. While we also use an Adjusted EBITDA metric in our short-term plan, we believe delivering Adjusted EBITDA growth over both the short and long-term is one of the most important drivers of shareholder value and is an area over which management has a high degree of control.
    Selection of peer groups is important
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The Committee carefully evaluates the Company's peer group annually, looking at a range of companies in similar industries and revenues generally between one-third and three times those of the Company. The Committee also uses this process to help assess the competitiveness of total compensation for each executive officer.
 
 
 
Pay and Performance Alignment
Our executive compensation programs are designed to attract, engage, and incentivize the talent necessary to enable Cardtronics to successfully execute on strategy and increase overall value for shareholders over time. Accordingly, our compensation philosophy is to align the interests of management and shareholders, motivate achievement of specified performance objectives, and reward performance against goals, without encouraging excessive risk-taking. Our 2019 financial results included revenue growth of 3% and Adjusted EBITDA growth of 8%, both on a constant-currency basis. In addition to the solid financial performance, we saw a 72% increase in the share price during 2019.

14 CARDTRONICS


ELECTION OF DIRECTORS
 
 
 
PROPOSAL 1
To elect three Class I directors, Douglas L. Braunstein, Michelle Moore and G. Patrick Phillips, each by separate ordinary resolution, to our Board of Directors to serve until the 2023 Annual General Meeting of Shareholders
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Our Board recommends that shareholders vote FOR the re-election of each of the Class I Director nominees.
 
 
 
Our Class I Director Nominees
Following the departure of J. Tim Arnoult from our Board in November 2019, our Board consisted of nine directors with one vacancy. On March 20, 2020, on the recommendation of the Nominating & Governance Committee, the Board increased its size to ten directors and appointed Michelle Moore and Rahul Gupta to the Board. Ms. Moore will serve as a Class I director, and Mr. Gupta will serve as a Class II director. As announced on March 24, 2020, Jorge Diaz has decided to retire from the Board and not seek re-election at the 2020 Annual General Meeting and, as such, after the 2020 Annual General Meeting, our Board will have nine directors.
The term of our Class I directors expires at the Annual Meeting, the term of our Class II directors expires at the 2021 Annual General Meeting of Shareholders, and the term of our Class III directors expires at the 2022 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation, retirement or removal.
Acting upon the recommendation of our Nominating & Governance Committee, our Board nominated Douglas L. Braunstein, Michelle Moore, and G. Patrick Phillips for election as Class I directors at the Annual Meeting. Each nominee is currently a director, has consented to be named a nominee in this proxy statement, and has indicated a willingness to serve if elected. Class I directors elected at the Annual Meeting will serve for a term to expire at the 2023 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal.
Unless authority to vote for a particular nominee is withheld, the shares represented by the enclosed proxy will be voted FOR the election of each of Douglas L. Braunstein, Michelle Moore, and G. Patrick Phillips as Class I directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our Board may recommend in his or her place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.
The names and certain information about the Class I director nominees, including their ages as of the Annual Meeting date, positions with Cardtronics, as well as the specific experience, qualifications, attributes and skills that led our Board to the conclusion that the director should be nominated to serve on our Board in light of our business, are set forth below:

2020 PROXY STATEMENT 15


ELECTION OF DIRECTORS

Douglas L. Braunstein  INDEPENDENT
Age: 59
Director Since: June 2018
Committees: Finance, Compensation
SKILLS AND EXPERIENCE
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BACKGROUND
    Serves as a Managing Partner and Founder of Hudson Executive Capital L.P. since January 2015, which through its funds, has beneficial ownership of approximately 18% of the Company’s common stock and is our largest shareholder.
    Served at JPMorgan Chase & Co., from March 1997 to January 2015, with roles as CFO, Vice Chair, member of the Operating Committee, Head of Americas Investment Banking, and Global M&A, among others.
    Served as a Director of Eagle Pharmaceuticals, Inc. from March 2018 to August 2019; and Corindus Vascular Robotics, Inc. from January 2017 to November 2019.
    Trustee of Cornell University; member of Cornell’s Investment Committee; and Chair of Cornell's Finance Committee.
    Received his B.S. from Cornell University in 1983 and his J.D. from Harvard Law School in 1986.
DIRECTOR QUALIFICATIONS
Mr. Braunstein’s extensive executive experience and background in investment strategy and banking, as well as a strong financial background, makes him well-qualified to serve on our Board, Finance Committee, and Compensation Committee.
 
 
G. Patrick Phillips INDEPENDENT
Age: 70
Director Since: February 2010
Committees: Audit, Compensation (Chair)
SKILLS AND EXPERIENCE
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BACKGROUND
    Retired from Bank of America in 2008, after a 35-year career, most recently serving as President of Bank of America’s Premier Banking and Investments group from August 2005 to March 2008. During his tenure, Mr. Phillips led a variety of consumer, commercial, wealth management and technology businesses.
    Serves as the Chair of the Board of Directors of USAA Federal Savings Bank ("USAA FSB"), where he also previously served as Chair of the Finance and Audit Committee (until March 2018); Chair of the Compensation Committee (until March 2018); and, Chair of the Risk Committee (until January 2020). He also serves on the Board of USAA, the parent of USAA FSB.
    Serves as Chair of the Board of Directors of Novant Health, a non-profit healthcare company operating in North Carolina, South Carolina, Georgia and Virginia.
    Served as an adviser to the financial services practice of Bain & Company, a global management consulting firm from 2013 to 2019.
    Served as a director of Visa USA and Visa International from 1990 to 2005 and 1995 to 2005, respectively.
    Received a Masters of Business Administration from the Darden School of Business at the University of Virginia in 1973 and graduated from Presbyterian College in Clinton, South Carolina, in 1971.
DIRECTOR QUALIFICATIONS
Mr. Phillips’ extensive experience in the banking industry and the electronic payments industry makes him well-qualified to serve on our Board, our Audit Committee and as Chair of our Compensation Committee.
 
 

16 CARDTRONICS


ELECTION OF DIRECTORS

Michelle Moore INDEPENDENT
Age: 48
Director Since: March 2020
SKILLS AND EXPERIENCE
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BACKGROUND
    Served in a variety of positions at Bank of America from 2003 to 2018 including Checking Products Executive; Strategy and Transformation Executive; Chief Financial Officer, Real Estate Services; Chief Financial Officer, Commercial Banking; Chief Operating Officer, Commercial Banking; National Client Experience Executive; and Head of Digital Banking and Advanced Solutions, leading all digital platforms (online banking and mobile app) and transformation (including payments, user experience, transaction migration, the launch of AI chatbot) as well as large scale operations including call centers and ATM.
    Served on the Bank of America management committee; was the Executive Sponsor for the Leadership Advantage Program; co-executive sponsor for the bank’s Disability Network; and served as a Bank of America Global Ambassador to Vital Voices.
    Named 2017 Digital Banker of the Year by American Banker; included as 2017 Innovators to Watch: 44 Executives Shaping the Future of Banking by Bank Innovation.
    Serves as Board member of HUB International.
    Earned BS in Economics from Cornell University and an MBA in Finance from the University of Rochester Simon School of Business.  
DIRECTOR QUALIFICATIONS
Ms. Moore has extensive experience in the financial services industry and led the strategy, transformation, and execution of the Bank of America’s 16,000+ ATM network.   Ms. Moore’s extensive leadership experience in the financial services industry makes her well-qualified to serve on our Board.
 
 
Recommendation and Required Vote
Each of the Class I directors must be separately elected. For a director nominee to be elected, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the director nominee’s election. Our Board believes that the election or re-election of each Class I director nominee identified above is advisable and in the best interests of Cardtronics and our shareholders.

2020 PROXY STATEMENT 17


ELECTION OF DIRECTORS

 
 
 
PROPOSAL 2
An Ordinary Resolution to elect one Class II director, Rahul Gupta, by ordinary resolution, to our Board of Directors to serve until the 2021 Annual General Meeting of Shareholders
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Our Board recommends that shareholders vote FOR the election of Rahul Gupta.
 
 
 
Rahul Gupta was appointed to our Board as a Class II director in March 2020, Acting upon the recommendation of our Nominating & Governance Committee and in accordance with our Articles of Association, Rahul Gupta will stand for election at the Annual Meeting for the remaining portion of his term of office. Rahul Gupta is currently a director, has consented to be named a nominee in this proxy statement, and has indicated a willingness to serve for a term to expire at the 2021 Annual General Meeting of Shareholders if elected. He will hold office until his successor is duly elected and qualified or until his earlier death, resignation, retirement or removal.
Unless authority to vote for the election of Rahul Gupta is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Rahul Gupta as a Class II director. If he becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our Board may recommend in his place. We have no reason to believe that Rahul Gupta will be unable or unwilling to serve as a director.
Certain information about Rahul Gupta, including his age as of the Annual Meeting date, positions with Cardtronics, as well as the specific experience, qualifications, attributes and skills that led our Board to the conclusion that Rahul Gupta should be nominated to serve on our Board in light of our business, are set forth below:
Rahul Gupta  INDEPENDENT
Age: 60
Director Since: March 2020

SKILLS AND EXPERIENCE
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BACKGROUND
    Serves as board member for several privately held payments and fintech companies and as advisor to private equity funds and venture funds in the financial technology space.
    Served as Chief Executive Officer of RevSpring, a private company in the financial services and healthcare space, from 2017 to 2019.
    Served as Executive Vice President and Group President at Fiserv, a public banking technology and payments company, from 2006 to 2017. Before that served in various executive positions with technology companies serving the financial services industries for 20 years.
    Received an MBA in Finance and Information Technology from Indiana University in 1986 and Bachelor of Commerce from Delhi University in 1978.
DIRECTOR QUALIFICATIONS
Mr. Gupta's extensive leadership experience in the financial services technology industry, and subsequent board and advisory experience with fintech companies and investors makes him well-qualified to serve on our board.
 
 
Recommendation and Required Vote
For the director nominee to be elected, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of his election. Our Board believes that the election of Rahul Gupta is advisable and in the best interests of Cardtronics and our shareholders.

18 CARDTRONICS


ELECTION OF DIRECTORS

Continuing Directors
Below is information about our continuing directors including, their ages as of the Annual Meeting date, Board class, specific experience, qualifications, attributes, and skills.
Our Class III Directors
Mark Rossi  BOARD CHAIR, INDEPENDENT
Age: 63
Director Since: November 2010
Committees: Finance, Nominating & Governance (Interim Chair)
SKILLS AND EXPERIENCE
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BACKGROUND
    Founder and Senior Managing Director of Cornerstone Equity Investors, L.L.C. ("Cornerstone"), a Connecticut based private equity firm with a particular emphasis on technology and telecommunications, health care services and products, and business services.
    Served as President of Prudential Equity Investors, Inc., the private equity arm of Prudential Insurance Company of America before the formation of Cornerstone in 1996.
    Served as Chair of the Board of Directors for Maxwell Technologies, Inc.
    Earned a Master of Business Administration degree from the J.L. Kellogg School of Management at Northwestern University, where he was an F.C. Austin Scholar after graduating with highest honors from Saint Vincent College in 1978 with a Bachelor of Arts degree in Economics.
DIRECTOR QUALIFICATIONS
Mr. Rossi's extensive financial services experience, and his industry focus on business services and technology makes him well-qualified to serve on our Board, our Finance Committee, and as Interim Chair of our Nominating & Governance Committee.
 
 
Julie Gardner  INDEPENDENT
Age: 62
Director Since: October 2013
Committees: Audit, Compensation
SKILLS AND EXPERIENCE
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BACKGROUND
    Over 25 years of marketing experience in the retail industry, cited by Forbes in 2012, as the 11th most influential Chief Marketing Officer in the world.
    Serves as the North American Chairwoman of the Bonial International Group’s Advisory Board.
    Served as Executive Vice President and Chief Marketing Officer for Kohl’s Department Stores. During her 14 year tenure at Kohl’s, 887 new stores were opened, and 25 new brands were launched to the portfolio of private, exclusive and national brands. Has been credited for the successful launch of numerous exclusive brands including Simply Vera Wang, Elle, Food Network, Chaps, Dana Buchman, Candies, Lauren Conrad, Jennifer Lopez and Tony Hawk.
    Created the Kohl’s Cares program, the first philanthropic strategy for the company, which raised over $200 million between 2000 and 2012 for children’s health and educational programs, and lead the funding and development of the TED educational program with the TED organization.
    Served in several positions for Eckerd Corporation, a retail drug store company operating over 3,000 stores in the Southeast and Southwest, from 1985 to 1999, serving as Chief Marketing Officer from 1994 to 1999.
    Served in Account Management with two advertising firms before joining Eckerd Corporation.
    Recipient of numerous awards, including 20 Addy Awards, 30 RACie awards, and an Emmy Award from the Arts and Sciences.
DIRECTOR QUALIFICATIONS
Ms. Gardner has expansive marketing and advertising experience in the retail industry, and we believe her experience and her background with rapid business expansion, as well as her insights with drugstore chains, a key retailer constituent of Cardtronics, make her well-qualified to serve on our Board, our Audit Committee and our Compensation Committee.
 
 

2020 PROXY STATEMENT 19


ELECTION OF DIRECTORS

Warren C. Jenson  INDEPENDENT
Age: 63
Director Since: June 2018
Committees: Compensation, Finance (Chair)
SKILLS AND EXPERIENCE
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BACKGROUND
    Currently serves as the President, CFO, and Executive MD of International at LiveRamp Holdings, Inc. (formerly known as Acxiom Holdings). He has served at LiveRamp since 2012.
    Served as the CFO at Electronic Arts Inc. from 2002 to 2008, then as COO of Silver Spring Networks before joining LiveRamp.
    More than 30 years of experience in strategy and operational finance as Chief Financial Officer of Amazon.com, NBC, and Electronic Arts.
    Successfully shaped the digital transformations at NBC and Delta Air Lines; and substantially contributed to the growth of DigitalGlobe, Tapjoy, and the Marshall School of Business at the University of Southern California.
    Twice designated one of the “Best CFOs in America” by Institutional Investor magazine, and was also honored as Bay Area Venture CFO of the Year in 2010.
    Holds a Bachelor of Accounting and a Master of Accountancy degree, both from Brigham Young University.
DIRECTOR QUALIFICATIONS
Mr. Jenson’s extensive experience as a CFO and in other executive positions of several successful public and private companies makes him well-qualified to serve on our Board, our Compensation Committee, and as Chair of our Finance Committee.
 
 
Our Class II Directors
Juli C. Spottiswood  INDEPENDENT
Age: 53
Director Since: May 2011
Committees: Nominating & Governance, Audit (Chair)
SKILLS AND EXPERIENCE
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BACKGROUND
    Serves as Chair & Chief Executive Officer of Syncapay, Inc., whose mission is to acquire and consolidate high-growth, leading-edge payments companies.
    Served as Senior Vice President of Blackhawk Network Holdings Inc. (NASDAQ: HAWK), a leading prepaid and payments network (“Blackhawk”), and General Manager of Blackhawk Engagement Solutions (“BES”), a division of Blackhawk from October 2014 to July 2015. BES provides customized engagement and incentive programs for consumers, employees, and sales channels. She was previously an Independent Advisor to Blackhawk.
    Served as President, Chief Executive Officer and Board Member at Parago, Inc., a marketing services company, which she co-founded in 1999 and served as Chief Financial Officer. Parago was sold in October 2014 to Blackhawk.
    Served as Board Member and Treasurer of the Network Branded Prepaid Card Association, a nonprofit association formed to promote the use of prepaid cards as an alternative payment method.
    Recipient of the Ernst & Young Entrepreneur of the Year award in the Southwest region in 2009.
    Holds a Bachelor of Business Administration in Accounting from the University of Texas.
DIRECTOR QUALIFICATIONS
Ms. Spottiswood has expansive business and financial services experience, which includes experience as an accountant with Arthur Andersen. Her knowledge of the payment industry and innovation makes her well-qualified to serve on our Board, to our Nominating & Governance Committee, and as Chair of our Audit Committee.
 
 

20 CARDTRONICS


ELECTION OF DIRECTORS

Edward H. West
Age: 53
Director Since: January 1, 2018
SKILLS AND EXPERIENCE
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BACKGROUND
    Serves as our Chief Executive Officer since January 1, 2018. Joined Cardtronics in January 2016, became Chief Financial Officer in February 2016, and assumed the role of Chief Operations Officer in July 2016.
    Served as President and Chief Executive Officer of Education Management Corporation, joining initially as Chief Financial Officer in 2006.
    Served in a variety of executive positions within Internet Capital Group, including serving as Chief Executive Officer of ICG Commerce, the largest subsidiary of the group from 2002 to 2006.
    Served in numerous roles and most recently as Executive Vice President & Chief Financial Officer for Delta Air Lines before his time at Internet Capital Group, and previous to that began his career at SunTrust.
    Received the "CFO of the Year" award from Institutional Investor Magazine in 2012 and was previously named one of the "Top 40 under 40" by CFO Magazine.
    Received a BBA in Finance from Emory University.
DIRECTOR QUALIFICATIONS
Mr. West’s current position as our Chief Executive Officer enables him to bring invaluable operational, financial, regulatory and governance insights to our Board; and his considerable role in the management of our company allows him to continually educate and advise our Board on our business, industry and related opportunities and challenges.
 
 

2020 PROXY STATEMENT 21


ELECTION OF DIRECTORS

Board Skills and Experience
The Board considers a wide range of attributes when selecting and recruiting candidates. Our nominees and continuing Board members have experience and skills that are aligned with our business and strategy, and the following matrix identifies the primary skills, core competencies, and other attributes each Director brings to bear in his or her service to the Board.
 
 
Braunstein
Gardner
Gupta
Jenson
Moore
Phillips
Rossi
Spottiswood
West
 
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Accounting
 
 
 
¢
 
 
 
¢
¢
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Chief Executive Officer
 
 
¢
 
 
 
 
¢
¢
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Chief Financial Officer
¢
 
 
¢
¢
 
 
¢
¢
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Cybersecurity and
Information Technology
 
 
¢
¢
 
 
 
 
 
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Digital Business
 
¢
¢
¢
¢
¢
 
¢
 
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Disruptive Business Models
 
 
¢
¢
¢
 
 
¢
 
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Financial Services
¢
 
¢
 
¢
¢
¢
 
 
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Fintech/Payments
 
 
¢
 
¢
¢
 
¢
¢
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Global Business
¢
 
 
¢
 
 
 
¢
¢
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Investment Management
¢
 
 
 
 
¢
¢
 
 
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Marketing and
Product Development
 
¢
¢
 
¢
 
 
¢
 
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Merger/Acquisition
¢
 
¢
¢
 
 
¢
¢
¢
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President/ Executive Group
¢
 
¢
¢
 
¢
¢
¢
¢
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Private Equity
 
 
¢
 
 
 
¢
¢
 
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Sales
¢
¢
¢
¢
 
¢
 
¢
¢
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Strategy
 
¢
¢
¢
¢
 
 
¢
¢
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22 CARDTRONICS


ELECTION OF DIRECTORS

Board Composition
Annual Assessment of Size, Composition, and Structure
Our Nominating & Governance Committee considers and makes recommendations to our Board concerning the appropriate size and needs of our Board and considers candidates to fill new positions created by expansion or vacancies that occur by resignation, retirement, or any other reason.
Following the departure of J. Tim Arnoult from our Board in November 2019, our Board consisted of nine seats with one vacancy. On March 20, 2020, on the recommendation of the Nominating & Governance Committee, the Board increased its size to ten directors and appointed Michelle Moore and Rahul Gupta to the Board to serve until the 2020 Annual General Meeting. Ms. Moore will serve as a Class I director, and Mr. Gupta will serve as a Class II director. As announced on March 24, 2020, Jorge Diaz has decided to retire from the Board and not seek re-election at the 2020 Annual General Meeting and, as such, after the 2020 Annual General Meeting, our Board will have nine directors. The term of our Class I directors expires at the Annual Meeting, the term of our Class II directors expires at the 2021 Annual General Meeting of Shareholders, and the term of our Class III directors expires at the 2022 Annual General Meeting of Shareholders, with each director to hold office until his or her successor is duly elected and qualified or until the earlier of his or her death, resignation, retirement or removal.
Director Selection and Nomination Process
Our Nominating & Governance Committee is responsible for establishing criteria for selecting new directors and actively seeking individuals to become directors for recommendation to our Board.
 
 
 
 
 
In addition to having a proven track record of high business ethics and integrity, the present criteria for director qualifications include:
    possessing the qualifications of an “independent” director per applicable NASDAQ listing rules;
    capacity to devote sufficient time to learn and understand our marketplace and industry and to prepare for and attend our meetings;
    commitment to enhancing shareholder value;
    ability to develop productive working relationships with other board members and management;
    demonstrated skills, background and competencies that complement and add diversity to our Board; and
    possessing demonstrated experience in financial services. The Nominating & Governance Committee regularly reassess these criteria based on the needs of the Company and does not require that a successful candidate possess each qualification.
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Process for Selecting Directors
1
The Nominating & Governance Committee evaluates the composition of the Board and the Committees of the Board at least once annually and recommends changes to the Board. Also, it actively seeks and identifies individuals whom it believes are qualified to become directors.
2
Candidates are interviewed by several members of the Board as well as the Chief Executive Officer.
3
Candidates complete and submit detailed questionnaires and undergo background checks to ensure independence under SEC and NASDAQ rules, identify any possible related party transaction and to assess committee appointments.
4
The Nominating & Governance Committee makes formal appointment recommendations to the Board, and the Board votes on any Board or committee appointments.
Our Nominating & Governance Committee may consider candidates for our Board from any reasonable source, including from a search firm engaged by our Nominating & Governance Committee or shareholder recommendations, provided that the procedures set forth above are followed. Our Nominating & Governance Committee does not intend to alter how it evaluates candidates based on the source of the recommendation. However, in assessing a candidate’s relevant business experience, our Nominating & Governance Committee may consider previous experience as a member of our Board. Our Board must extend an invitation to join our Board.

2020 PROXY STATEMENT 23


ELECTION OF DIRECTORS

 
COMMITMENT TO DIVERSITY
Our Board values diversity as a factor in selecting nominees to serve on our Board, and believes that the diversity among our directors provides significant benefit to our Board and Cardtronics. Therefore, our Nominating & Governance Committee considers diversity as part of its criteria in selecting nominees for directors. Such considerations may include gender, race, national origin, functional background, executive or professional experience, and international business experience.
 
From time to time, our Nominating & Governance Committee may request additional information from the nominee or the nominating shareholder.
Shareholder Nominations
Shareholders may recommend potential candidates to our Board by sending a written request to our Company Secretary Aimie Killeen, at 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, per our Articles of Association. The requirements and procedures for shareholder recommendations are described in the section of this proxy statement entitled “Proposals for the 2021 Annual General Meeting of Shareholders”.
Director Independence
Our Nominating & Governance Committee assesses the independence of each director and each prospective director and recommends to the full Board for its determination of whether or not each director and each prospective director is independent.
Based on the evaluation of all relevant transactions or relationships involving each director, or any of his or her family members, and our Company, senior management, U.S. independent registered accounting firm, and U.K. statutory auditors, the Board has affirmatively determined that all of our directors are independent under the applicable standards set forth by NASDAQ and the SEC, with the exception of Mr. West, our Chief Executive Officer. In making these independence determinations, our Nominating & Governance Committee reviewed, and presented to the Board to consider, the following relationships and transactions, which the Board found did not affect the independence of the applicable directors:
Douglas L. Braunstein. Mr. Braunstein is the Managing Partner and Co-Founder of HEC, which currently owns approximately 18.3% of our outstanding shares.
G. Patrick Phillips. Mr. Phillips serves on the board of directors of USAA FSB where he served on the Finance and Audit Committees. He currently serves on the Executive Committee and as Chair of the Risk Committee and USAA FSB is one of many financial institutions that brand our ATMs and is a customer of our Allpoint network. The Company has a managed services agreement with Bain & Company, which provides services to the Company from time to time, and Mr. Phillips was an adviser to Bain & Company, but he did not provide significant services for Bain & Company.

24 CARDTRONICS


CORPORATE GOVERNANCE
Our Board and Committees
Our Commitment to Good Corporate Governance
We are committed to good corporate governance and accountability to our shareholders and other important continuances, as appropriate. Our Board has adopted several governance documents, which include our Corporate Governance Principles, Code of Business Conduct and Ethics, Financial Code of Ethics, Related Persons Transactions Policy, Whistleblower Policy and charters for each standing committee of our Board. Each of these documents is available on our website at www.cardtronics.com, and you may also request a copy of each policy at no cost by writing or telephoning the following: Cardtronics plc, Attention: Company Secretary, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, or by telephone at (832) 308-4518.
 
KEY CORPORATE GOVERNANCE HIGHLIGHTS
    Non-executive, independent Chair of the Board
    All directors are independent, other than the CEO
    Board’s four committees are fully independent and meet regularly
    Executive sessions held in conjunction with each quarterly Board meeting
    Majority vote for directors in uncontested elections
    No supermajority shareholder approval requirements
    We have two “audit committee financial experts” on our Audit Committee
    Directors must notify Nominating & Governance Committee before joining another public company Board
    Board and committees have the authority to retain independent advisors
    Board and committees conduct performance reviews annually
    Robust share ownership and retention guidelines for directors and executive officers
    30% of the Board is female (3 of 10 directors), including the Chair of our Audit Committee
    Shareholder right to call special meetings with 5% ownership
    No dual-class capital structure
    Robust investor outreach for input on governance, compensation, and social responsibility
    Insider trading policy prohibits our directors, executive officers, employees, and consultants hedging or pledging our shares
 
Board Leadership Structure
Our Board regularly reviews its structure and has determined that having a non-executive director serve as Chair of our Board is in the best interest of our shareholders at this time.
We believe this structure ensures a greater role for the non-executive directors in the oversight of our Company and active participation of the non-executive directors in setting agendas and establishing priorities and procedures for the work of our Board.
 
 
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Our Chief Executive Officer is responsible for setting our strategic direction and providing us day-to-day leadership.
The Chair of our Board provides guidance to our Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the full Board as well as the executive sessions of independent directors.
 
 

2020 PROXY STATEMENT 25


CORPORATE GOVERNANCE

Committees of the Board
Our Board currently has four standing committees: an Audit Committee, a Compensation Committee, a Nominating & Governance Committee, and a Finance Committee. Each committee is comprised of only independent directors as defined under applicable SEC rules and regulations and NASDAQ listing standards. Each committee is governed by a written charter approved by our Board and which forms an integral part of our corporate governance policies, and a copy of each charter is available on our website at www.cardtronics.com.
The table below provides the current composition of each committee of our Board:
Director
Audit
Committee
Compensation
Committee
Nominating & Governance
Committee
Finance
Committee
Douglas L. Braunstein
 
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https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image225.jpg
Jorge M. Diaz
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https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image225.jpg
 
Julie Gardner
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image225.jpg
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image225.jpg
 
 
Warren C. Jenson
 
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G. Patrick Phillips
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Mark Rossi
 
 
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Juli C. Spottiswood
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Member
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Committee Chair
Audit Committee
Our Audit Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NASDAQ listing standards, and our Corporate Governance Principles. Also, each member of our Audit Committee satisfies the financial literacy requirements of NASDAQ listing standards. Ms. Spottiswood (our Chair) and Mr. Phillips each qualify as an “audit committee financial expert” within the meaning of the SEC’s rules and regulations.
 
 
MEMBERS
Juli C. Spottiswood (Chair)
Jorge M. Diaz
Julie Gardner
G. Patrick Phillips
MEETINGS IN 2019: 7
The Report of our Audit Committee is set forth under “Audit Matters — Report of our Audit Committee” below.
PRINCIPAL RESPONSIBILITIES:
Pursuant to its charter, the purposes of the Audit Committee are to, among other things:
    assist our Board in fulfilling its oversight responsibilities for our accounting and financial reporting process (including management’s development and maintenance of a system of internal accounting and financial reporting controls) and audits of our financial statements;
    assist our Board in overseeing the integrity of our financial statements;
    assist our Board in overseeing our compliance with legal and regulatory requirements;
    assist our Board in overseeing the qualifications, independence, and performance of both our U.S. independent registered public accounting firm and the independent U.K. auditor firm engaged to act as Cardtronics’ U.K. statutory auditors, in each case, engaged for preparing or issuing an audit report or performing other audit, review, or attest services;
    assist our Board in overseeing the effectiveness and performance of our internal audit function;
    in consultation with our Board, meet with management regularly regarding the Company’s key risks related to data and cybersecurity;
    prepare the Annual Audit Committee Report for inclusion in our proxy statement for our annual general meeting of shareholders
    set the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior; and
    perform such other functions as our Board may assign to our Audit Committee from time to time.
 
 

26 CARDTRONICS


CORPORATE GOVERNANCE

Compensation Committee
Our Compensation Committee is comprised entirely of directors who satisfy the standards of independence established under the applicable SEC rules and regulations, NASDAQ listing standards, and our Corporate Governance Principles.
 
 
MEMBERS
G. Patrick Phillips (Chair)
Douglas L. Braunstein
Julie Gardner
Warren C. Jenson
MEETINGS IN 2019: 6
The Report of our Compensation Committee is set forth under “Compensation Committee Report” below.
PRINCIPAL RESPONSIBILITIES:
Pursuant to its charter, the purposes of the Compensation Committee are to, among other things:
    oversee the responsibilities of our Board relating to compensation of our directors and executive officers;
    produce the annual Compensation Committee Report for inclusion in our proxy statement and Annual Report on Form 10-K, as applicable, per applicable rules and regulations; and
    design, recommend and evaluate our director and executive compensation plans, policies, and programs.
In addition, our Compensation Committee works with our executive officers, including our Chief Executive Officer, to implement and promote our executive compensation strategy. See “Compensation Discussion and Analysis” and “Executive Compensation” for additional information on our Compensation Committee’s processes and procedures for the consideration and determination of executive compensation and “Director Compensation” for further details on its review and determination of director compensation. According to its charter, our Compensation Committee has the sole authority, at our expense, to retain, terminate, and approve the fees and other retention terms of outside consultants to advise our Compensation Committee in connection with the exercise of its powers and responsibilities.
 
 
Compensation Committee Interlocks and Insider Participation
During 2019, Douglas L. Braunstein, Julie Gardner, Warren Jenson, and G. Patrick Phillips served on our Compensation Committee. During 2019, no member of our Compensation Committee served as an executive officer or employee (current or former) while serving on our Compensation Committee or had any relationships with us or any of our subsidiaries requiring disclosure. Additionally, none of our executive officers have served as a director or member of our Compensation Committee of any other entity whose executive officers served as a director or member of our Compensation Committee.

2020 PROXY STATEMENT 27


CORPORATE GOVERNANCE

Nominating & Governance Committee
Our Nominating & Governance Committee identifies individuals qualified to become members of our Board, makes recommendations to our Board regarding director nominees for the next annual general meeting of shareholders, and develops and recommends corporate governance principles to our Board. Our Nominating & Governance Committee, in its business judgment, has determined that it is comprised entirely of directors who satisfy the applicable standards of independence established under the SEC’s rules and regulations, NASDAQ listing standards, and our Corporate Governance Principles. For information regarding our Nominating & Governance Committee’s policies and procedures for identifying, evaluating, and selecting director candidates, including candidates recommended by shareholders, see “Corporate Governance—Our Board—Director Selection and Nomination Process” above.
 
 
MEMBERS
Mark Rossi (Chair)
Jorge M. Diaz
Juli C. Spottiswood
MEETINGS IN 2019: 5
PRINCIPAL RESPONSIBILITIES:
Pursuant to its charter, the purposes of the Nominating & Governance Committee are to, among other things:
    assist our Board by identifying individuals qualified to become Board members and to recommend that our Board select the director nominees for election at the annual meetings of shareholders or for appointment to fill vacancies on our Board;
    recommend to our Board director nominees for each committee of our Board;
    advise our Board about appropriate composition of our Board and its committees;
    advise our Board about and recommend to our Board appropriate corporate governance practices and to assist our Board in implementing those practices;
    lead our Board in its annual review of the performance of our Board, its committees and management; and
    perform such other functions as our Board may assign to our Nominating & Governance Committee from time to time.
 
 
Finance Committee
Our Nominating & Governance Committee, in its business judgment, has determined that our Finance Committee is comprised entirely of directors who satisfy the applicable standards of independence established under NASDAQ listing standards and our Corporate Governance Principles. To assist our Finance Committee, our Chief Executive Officer, Chief Financial Officer, and Treasurer are invited to all meetings.
 
 
MEMBERS
Warren C. Jenson (Chair)
Douglas L. Braunstein
Mark Rossi
MEETINGS IN 2019: 6
PRINCIPAL RESPONSIBILITIES:
Pursuant to its charter, our Finance Committee, among other things:
    assists our management with respect to corporate insurance programs, derivative arrangements, significant financing arrangements, and investment decisions;
    evaluate and recommend policies regarding capital allocation;
    reviewing and approving certain acquisitions/investments above management’s approval level; and
    development and oversight of derivative instruments, comprehensive plans to mitigate interest rate and foreign currency exposure.
Accordingly, our Finance Committee will review and recommend to our Board an Interest Rate Risk Management Policy and any changes thereto at least annually.
 
 

28 CARDTRONICS


CORPORATE GOVERNANCE

Director Engagement
Meetings and Attendance
Our Board held a total of nine (four quarterly and five special meetings) during the year ended December 31, 2019. During 2019, each director attended at least 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held by all Board committees on which such person served.
All of our serving directors attended our 2019 annual meeting held on May 15, 2019. We do not have a formal policy regarding director attendance at annual meetings. However, our directors are expected to attend all Board and committee meetings, as applicable, and to meet as frequently as necessary to discharge their responsibilities.
 
 
 
 
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Attendance at Board/Committee Meetings during 2019
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Attendance at 2019 Shareholder Meeting
 
 
 
 
According to our Corporate Governance Principles, our independent directors must meet in executive session at each quarterly meeting. The Chair of our Board presides at these meetings and is responsible for preparing an agenda for these executive sessions.
Beyond the Boardroom
The Nominating and Governance Committee develops and recommends to all directors an education plan to keep the Board updated on the latest issues, challenges, and trends. In addition, when the Board meets for in-person meetings, it often arranges for presentations to be made by counsel, advisers, regulators or other key stakeholders as part of the continuing education and professional development of the Board and to keep the Board well informed as to the latest developments in the industry.
Limitation on Public Company Board Service
Members of our Audit Committee are prohibited from serving on audit committees of more than two other public companies. In addition, our Board monitors the number of public company boards on which each director serves and develops limitations on such service as appropriate to ensure the ability of each director to fulfill his or her duties, as required by applicable securities laws and NASDAQ listing standards.
Board and Committee Self-Evaluations
Our Board and each standing committee of our Board conduct an annual self-evaluation to determine whether they are functioning effectively. Our Nominating & Governance Committee leads our Board’s self-evaluation effort by performing a yearly evaluation of our Board’s performance. Similarly, each committee reviews the results of its assessment to determine whether any changes need to be made to the committee or its procedures.
The Board recognizes that a thoughtful and comprehensive Board evaluation process is an integral component of a robust corporate governance framework and an effective Board. Each year, our Board undergoes an evaluation process to determine areas of strength, as well as to identify opportunities for further development. Our Nominating & Governance Committee leads our Board’s self-evaluation effort by reviewing and recommending a process for that year. Then the Chair of Nominating & Governance reviews the results of the evaluation with the Board and the chair of each Board committee once the evaluation is completed.
Generally, directors are asked to complete a written evaluation of the Board and each of its committees. The Nominating & Governance Committee reviews the results. It then discusses the results with the Board and each committee to determine whether any changes need to be made to the committee or its processes. In addition to the formal evaluation processes conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round. In addition to the formal yearly Board and committee evaluation, our Board Chair speaks with each Board member from time-to-time and receives valuable input regarding Board and committee practices.
The Nominating & Corporate Governance Committee reviews the self-evaluation process from time-to-time to reflect best practices. For 2020, the Nominating & Corporate Governance Committee recommended a process involving an independent third-party to complete a comprehensive analysis of the Board’s overall effectiveness.

2020 PROXY STATEMENT 29


CORPORATE GOVERNANCE

Accordingly, we have engaged a third-party to facilitate the 2020 Board and committee self-evaluation process, which involves the following steps:
 
 
 
 
 
 
 
 
 
 
 
Interviews:
Individual, confidential interviews with each director

https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-p20_arrow2a01.jpg
Review Feedback:
Review and analysis of feedback by third-party

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Discussion of Results:
Third-party to discuss feedback with Chair of Nominating & Corporate Governance Committee and deliver findings to the entire Board and each of its committees
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-p20_arrow2a03.jpg
Improvements:
Board considers and implements improvements based on the findings and recommendations from the evaluation process

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We anticipate that improvements, as the Board deems necessary, will be made during 2020 based on the information gained through this self-evaluation process, which is intended to provide the Board with insight into the following key areas:
 
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General Board practices, information, and resources
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Contributions by individuals directors
 
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Board dynamics and culture
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Director independence
 
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Board leadership
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-xxxa09.jpg
Relationship with management
 
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-xxxa03.jpg
Board composition, skills, tenure and refreshment
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Succession planning

 
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Committee leadership and composition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Board Responsibilities
Risk Oversight
Risk is inherent with every business, and how well a company manages risk can ultimately determine its success. We face economic and regulatory risks, in addition to risks related to cybersecurity, the impact of competition, changes in consumer behavior, and technological changes, among others. Management is responsible for the day-to-day management of risks faced by our Company. At the same time, our Board, as a whole and through its committees, has the responsibility for the oversight of risk management.
Our Board believes that establishing the right “tone at the top” and that full and open communication between management and our Board are essential for effective risk management and oversight. Our Chair has regular discussions with our Chief Executive Officer and other executive officers to discuss strategy and risks facing us. Our Board is also regularly updated by our management team on strategic matters involving our operations and trends driving these risks, including related to environmental, social and governance issues and discusses these risks at meetings and in executive session, as appropriate.
While our Board is ultimately responsible for risk oversight, each of our Board committees assists with oversight responsibilities in certain areas of risk.

30 CARDTRONICS


CORPORATE GOVERNANCE

BOARD
    In its risk oversight role, our Board is responsible for ensuring that the risk management processes designed and implemented by management are adequate and functioning as designed.
    Specifically, the Board regularly discusses and focuses on cybersecurity risks and the effectiveness of our strategy in light of such risks.
    In setting and monitoring strategy, the Board, along with management, considers the risks and opportunities that impact the long-term sustainability of the Company’s business model and whether the approach is consistent with the Company’s risk appetite.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AUDIT COMMITTEE
 
COMPENSATION COMMITTEE
 
 
NOMINATING & GOVERNANCE COMMITTEE
 
FINANCE COMMITTEE
    Our Audit Committee assists our Board in fulfilling its oversight responsibilities for risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and, per NASDAQ listing standards, discusses policies concerning risk assessment and risk management.
 
    Our Compensation Committee assists our Board in fulfilling its oversight responsibilities for the management of risks arising from our compensation policies and programs as described in more detail in “Compensation Discussion and Analysis” below. For example, a minimum performance qualifier under our cash bonus program requires that executives are required to complete a specifically assigned corporate and compliance training demonstrating our commitment to ethics and compliance at all levels of our Company.
 
 
    Our Nominating & Governance Committee assists our Board in fulfilling its oversight responsibilities for the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.
 
    Our Finance Committee assists our Board in fulfilling its oversight responsibilities for our capital structure, capital allocation, interest rate risk management, foreign exchange risk management, tax and insurance policies, and coverage.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cardtronics maintains a Risk Management Program through which Management:
    Identifies risks that may impact on strategic and business objectives
    Measures the potential likelihood and severity of such risks
    Ensures that risks are prioritized
    Implements risk responses consistent with risk appetite
    Takes a holistic view of risk
    Monitors risk status on a continuing basis
    Reports to the Board on risk management performance, trends and any material deviance
 
 
 
 
 
 
 
 
 
 
 
 

2020 PROXY STATEMENT 31


CORPORATE GOVERNANCE

 
MODERN SLAVERY
Our Board has adopted a policy on Slavery and Human Trafficking in Compliance with the Modern Slavery Act 2015 (“Modern Slavery Policy”) and a Statement of Compliance with the Modern Slavery Act 2015 (“Modern Slavery Statement”), which are reviewed on an annual basis. The Modern Slavery Policy and Modern Slavery Statement confirms Cardtronics’ commitment to detecting and preventing modern slavery throughout its supply chain, consistent with its disclosure obligations under the Modern Slavery Act 2015. Our Board has also adopted a Supplier Code of Conduct which sets out Cardtronics’ expectation that all of its contractors, suppliers and other business partners are held to the same high standards and prohibit the use of forced, compulsory or trafficked labor, or anyone held in slavery or servitude, whether adults or children.
 
 
DATA PRIVACY
Cardtronics is subject to a number of federal, state, provincial, and international privacy laws (including but not limited to the General Data Protection Regulation, the California Consumer Privacy Act, the Personal Information Protection and Electronic Documents Act), which govern how it collects, stores, uses and discloses the information it collects from certain individuals and companies. The Company continues to navigate the ever-changing regulatory landscape as it responds to current and emerging data privacy legislation across the globe. The Board maintains oversight by reviewing periodic updates on the relevant legislation, as well as actively participating in Cardtronics’ risk management program, which includes a review of Cardtronics’ current data privacy policies, procedures, and other controls.
 
 
CLIMATE-RELATED RISK AND DISCLOSURE
The Company recognizes that climate change is an area of increasing interest to long-term investors as they evaluate which businesses may be impacted as the world evolves into a lower carbon economy. While Cardtronics currently discloses certain energy-consumption related information required under the UK Companies Act, we have not yet implemented a comprehensive framework for evaluating the Company and its exposure to climate change. The Company plans to evaluate various frameworks for assessing climate change during the course of 2020.
 
Code of Ethics
Our Board has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) for our directors, officers, and employees. In addition, our Board has adopted a Financial Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer, and other accounting and finance officers. We intend to disclose any amendments to or waivers of these codes on behalf of our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller and persons performing similar functions, on our website at www.cardtronics.com promptly following the date of any amendment or waiver.
Succession Planning and Talent Development
A strategic priority for our Board is valuing and developing our people. To support this priority, the directors regularly discuss talent development and management succession for senior leaders with the CEO, who provides his assessment of those leaders and their potential to succeed in key roles. In executive sessions, the Board also routinely reviews CEO development and succession to maintain current long-term and emergency CEO succession plans.
Our Board conducts these assessments within the context of the business strategy, with a focus on risk management. These discussions provide an opportunity for our Board to ensure management is implementing development plans and programs to enhance the skills and abilities of successor candidates for critical roles. Additionally, the Board regularly reviews candidates for senior leadership positions to ensure that qualified and diverse successor candidates are available for critical positions. Throughout the year, the Board also meets key leaders across the organization through formal presentations and informal events, both on-site at corporate facilities and at off-site venues in core corporate locations.

32 CARDTRONICS


CORPORATE GOVERNANCE

Human Capital Management & Culture
In partnership with management, our Board believes that how we do our work at Cardtronics is just as important as what we do as a Company. Our actions demonstrate the value we place on our people. One of the Board’s most important oversight roles, therefore, is ensuring that the business strategy is aligned to the people and culture strategy, and the Company has the leadership and talent to deliver on this important goal.
Our Board places high value on ensuring the leadership of the Company creates a positive, inclusive, and diverse work environment for its employees in which all have the opportunity to realize their potential as individuals and teams. It takes an active interest in ensuring all employees understand and feel connected to the purpose-driven mission, vision, and values of the organization, which management reimagined in 2018 to improve the alignment of the people, culture, and business strategies. This work directly served the management priority of engendering employee pride, highlighting the pride all connected with Cardtronics can share concerning its global role as a Champion of Cash, providing payment choice within the communities we serve.
Our Company values include One Team, Trust, Excellence, Ambitious, and Innovation. Management purposefully defined these values to drive specific behaviors in the service of Cardtronics’ long-term success and the achievement of its vision. The Board regularly reviews management’s ongoing, focused efforts to embed these values in all our employees do in their day-to-day work to serve our customers best. In 2018 and 2019, this included directly linking the demonstration of values-driven behaviors to performance management and a portion of every employee’s compensation to incentivize behavior and performance in line with our desired culture. Our Board firmly believes these efforts reinforce our ability to attract, engage, and retain the talent needed for long-term success.
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-pg33iconvalues.jpg
In sum, our Board actively takes an interest in ensuring employees are engaged. In addition to the above, our Board regularly reviews results from pulse surveys, annual employee engagement surveys, and data from other feedback platforms. This information provides the Board with input from all levels of the organization, enabling it to assess performance against inclusion and diversity goals, and to hold leaders accountable for developing talent, and cultivating a winning culture.
Shareholder Engagement
Our Board and management team place great value on the opinions and feedback of our shareholders. Therefore, we have proactively reached out to many shareholders to hear their views on corporate governance, social responsibility, and executive compensation matters.
During 2019, our outreach program targeted investors representing over 90% of our outstanding common stock, soliciting input on these key areas. We engaged in discussions with shareholders during early May, in advance of our annual shareholder's meeting, and again between October and December. During the latter shareholder engagement effort, which focused primarily on stewardship, social responsibility, executive compensation and strategy matters, we were able to engage in discussions with shareholders that account for approximately 64% of our shares outstanding. These discussions generally included at least one Board member, either our Chairman of the Board or our Compensation Committee Chairman, in addition to our Chief Financial Officer, our General Counsel, and our head of Human Resources and Investor Relations. Key points commonly raised or discussed with shareholders included: (1) executive compensation matters; (2) governance matters and Board composition; and (3) the Board’s role in strategy, risk management, and human capital management. This active engagement with shareholders and the feedback received will be evaluated by the Board to continue to evolve and improve governance and long-term value creation.
We also held an investor day during 2019 and communicated throughout the year with investors through in-person meetings, conferences and conference calls. During the year, in total, we held meetings with over 80% of our shareholder base.

2020 PROXY STATEMENT 33


CORPORATE GOVERNANCE

Oversight of Strategy and Purpose
The Board recognizes the importance of Cardtronics’ role in the communities it serves. Ultimately, long-term value creation for our shareholders will be inherently tied to providing services in a way that benefits consumers over a long period. The Board and management team recognize and embrace our role in making cost-effective, convenient, secure, reliable, and private commerce possible with cash. With Cardtronics’ leading market position as an ATM operator in many of the world’s largest economies, we increasingly recognize the importance of delivering value for the communities in which we serve. The consumer financial services industry is currently undergoing a period of unprecedented change. Emerging technology and new types of consumer-oriented financial service companies have rapidly changed the landscape. Traditional banks and financial institutions are under increasing pressure to evolve their business models to remain competitive. In spite of all the rapid changes in financial services, physical cash distribution for consumers which is at the core of what Cardtronics does, remains valuable and vital to many demographics.
Our purpose is to be Champions of Cash….because it matters!
Cash does matter to a significant part of the world’s population - and for varying reasons. Whether it is the only way an individual can transact or maybe because they do not have a bank account or maybe because the consumer prefers to keep their transactions private and secure, or perhaps they simply like the reliability and simplicity of cash, Cardtronics embraces its role in providing consumers a CHOICE in how they transact.
During 2019, Cardtronics met with many elected officials at various levels of government across different countries to ensure that cash is protected as a consumer payment choice. Several local governments in the U.S. passed laws during 2019, protecting cash usage in their communities. We continue to work with members of state, local, and federal governments to protect this vital payment tool as a choice.
While we believe that cash will endure for many years, likely decades to come, we recognize that it is essential to continue to evaluate smart ways to evolve our business over time. The Board will continue to work with management to leverage our core capabilities and competencies in convenient cash distribution but will also seek to complement our leading position with more diverse services over time.
The Board recognizes that a focus on sustainability is critical to delivering long-term shareholder value and is a matter of high importance to many long-term oriented investors. While the Board has extensive frameworks in place to oversee governance, manage risk, and guide strategic direction and sustainability, we also recognize the importance of increasingly improving our processes and disclosures. The Company is evaluating its disclosures under the framework established by the Sustainability Accounting Standards Board and plans to augment its disclosures in future periods.

34 CARDTRONICS


SHARE OWNERSHIP MATTERS
Communications from Shareholders and Interested Parties
Our Board welcomes communications from our shareholders and other interested parties. Shareholders and any other interested parties may send communications to our Board, any committee of our Board, the Chair of our Board or any director in particular to c/o Cardtronics plc, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042, Attention: Company Secretary.
Our Company Secretary (or any successor to the duties thereof) will review each such communication received from shareholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (i) the communication complies with the requirements of any applicable policy adopted by us relating to the subject matter of the communication; and (ii) the communication falls within the scope of matters generally considered by our Board. To the extent the subject matter of a communication relates to matters that have been delegated to a committee of our Board to or to an executive officer, our Company Secretary may forward such communication to the executive or the chair of the committee to which such matter has been delegated. The acceptance and forwarding of communications to the members of our Board or an executive officer does not imply or create any fiduciary duty of our Board members or executive officer to the person submitting the communications.
Delinquent Section 16 Reports
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such executive officers, directors and 10% shareholders are also required by securities laws to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of copies of these reports, or written representations from reporting persons, we believe that during the year ended December 31, 2019, our executive officers, directors and persons who own more than 10% of a registered class of our equity securities filed under Section 16(a) on a timely basis, except for the Form 4 filing to report the vesting of RSUs for Stuart Mackinnon on July 19, 2019, were filed one day late due to an administrative error.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information as of December 31, 2019, concerning the compensation plans under which our equity awards are authorized for issuance, aggregated as follows:
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(1)

Equity compensation plans approved
by security holders
(2)
380,180
$26.01
3,590,168

Total
380,180
$26.01
3,590,168

(1) 
Excluding Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.
(2) 
Represents our 2007 Plan. For additional information on the terms of this plan, see the “Equity Compensation Plans” section in “Compensation Discussion and Analysis” below.

2020 PROXY STATEMENT 35


SHARE OWNERSHIP MATTERS

Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of our shares as of March 20, 2020, for:
each person is known by us to beneficially own more than 5% of our shares;
each of our directors and director nominees;
each of our Named Executive Officers; and
all directors and executive officers as a group.
The number of shares and the percentages of beneficial ownership are based on 44,454,307 shares outstanding as of March 20, 2020, and the number of shares owned and acquirable within 60 days of March 20, 2020, by the named person, with the exception of the amounts reported in filings on Schedule 13D and 13G, which amounts are based on holdings as of December 31, 2019, or as otherwise disclosed in such filings and reported below.
To our knowledge and except as indicated in the footnotes to this table and subject to applicable laws, the persons named in this table have the sole voting and investment power with respect to all shares listed as beneficially owned by them.
Name and Address of Beneficial Owners(1)(2)
Shares Beneficially
Owned
(3)

Percent of Shares
Beneficially Owned

 
5% Shareholders:
 
 
 
Hudson Executive Capital LP and Affiliates(4)
8,135,021

18.3
%
 
BlackRock, Inc.(5)
5,493,292

12.4
%
 
The Vanguard Group(6)
4,979,957

11.2
%
 
Wellington Management Group LLP(7)
3,983,861

9.0
%
 
Capital World Investors(8)
2,302,000

5.2
%
 
 
 
 
 
Directors and Named Executive Officers:
 


 
Douglas L. Braunstein(4)
8,135,021

18.3
%
 
Edward H. West
290,782

0.7
%
*
Gary W. Ferrera
59,924

0.1
%
*
Jorge M. Diaz
56,221

0.1
%
*
Mark Rossi
54,253

0.1
%
*
G. Patrick Phillips
34,741

0.1
%
*
Stuart Mackinnon
30,571

0.1
%
*
Juli C. Spottiswood
29,951

0.1
%
*
Dan Antilley
26,044

0.1
%
*
Julie Gardner
23,576

0.1
%
*
Marc Terry
18,950


*
Warren C. Jenson
8,088


*
 
 
 
 
All directors and executive officers as a group (17 persons)
8,806,715

19.8
%
 
*
Less than 1.0% of our outstanding shares
(1) 
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of March 17, 2020, and RSUs that are currently vested or will be vested within 60 days of March 17, 2020. Shares issuable pursuant to options and RSUs are deemed outstanding for computing the percentage of the person holding such options or RSUs but are not deemed outstanding for computing the percentage of any other person.

36 CARDTRONICS


SHARE OWNERSHIP MATTERS

(2) 
The address for each Named Executive Officer and director outlined in the table, unless otherwise indicated, is c/o Cardtronics plc, 2050 West Sam Houston Parkway South, Suite 1300, Houston, Texas 77042. The address of Hudson Executive Capital LP is 570 Lexington Avenue, 35th Floor, New York, NY 10022. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210. The address of Capital World Investors is 333 South Hope Street, Los Angeles, California 90071.
(3) 
Amounts shown include 4,874 RSUs that will vest within 60 days of March 17, 2020, a well as 189,228 exercisable options. No unvested options will vest within 60 days of March 20, 2020.
(4) 
As reported on Form 4, filed with the SEC on March 11, 2020, Hudson Executive Capital LP ("Hudson Executive") has shared voting and dispositive power over 8,135,021 shares as of March 9, 2020. In addition to Hudson Executive, this Form 4 was filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on the Form 4 (the "Subject Securities"). Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to be the beneficial owner of the Subject Securities held by Mr. Braunstein. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Braunstein, a member of the Cardtronics board of directors and was appointed to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
(5) 
As reported on Schedule 13G, dated as of December 31, 2019, and filed with the SEC on February 4, 2020, BlackRock, Inc. has sole voting power over 5,418,907 shares and sole dispositive power over 5,493,292 shares.
(6) 
As reported on Schedule 13G/A, dated as of December 31, 2019, and filed with the SEC on February 10, 2020, the Vanguard Group, Inc. has sole voting power over 69,568 shares, sole dispositive power over 4,905,289 shares, shared dispositive power over 74,668 shares and shared voting power over 10,200 shares. Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 64,468 shares or .14% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 15,300 shares or .03% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.
(7) 
As reported on Schedule 13F, dated as of December 31, 2019, and filed with the SEC on February 11, 2020, by Wellington Management Group LLP (“Wellington Management”), these shares are owned by clients of Wellington Management. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. Wellington Management has shared voting power over 3,681,096 shares and shared dispositive power over 3,983,861 shares.
(8) 
As reported on Schedule 13G, dated as of December 31, 2019, and filed with the SEC on February 14, 2020, Capital World Investors has sole voting and dispositive power over 2,302,000 shares.


2020 PROXY STATEMENT 37


DIRECTOR COMPENSATION
The following table provides compensation information for each non-employee director who served as a member of our Board during the year ended December 31, 2019.
DIRECTOR COMPENSATION TABLE FOR 2019
Non-Employee Director
Fees Earned or
Paid in Cash

Stock
Awards
(1)

Total

J. Tim Arnoult(2)

$121,514


$135,014


$256,528

Douglas L. Braunstein

$110,000


$135,014


$245,014

Jorge M. Diaz

$120,000


$135,014


$255,014

Julie Gardner

$110,000


$135,014


$245,014

Warren C. Jenson

$120,376


$135,014


$255,390

G. Patrick Phillips

$130,000


$135,014


$265,014

Mark Rossi

$205,860


$135,014


$340,874

Juli C. Spottiswood

$130,000


$135,014


$265,014

(1) 
This column shows the grant date fair value of each RSU granted in 2019, as computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 4. Share-Based Compensation footnote, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019. As of December 31, 2019, Mr. Braunstein, Mr. Diaz, Ms. Gardner, Mr. Jenson, Mr. Phillips, Mr. Rossi, and Ms. Spottiswood held 4,278 outstanding RSUs, and Mr. Arnoult held no outstanding RSUs.
(2) 
Mr. Arnoult resigned as a member of the Board effective November 1, 2019. The cash portion of Mr. Arnoult’s director compensation is prorated based on the date of such resignation.
Only non-employee directors receive compensation for service on our Board. The 2019 compensation paid to our non-employee directors consisted of:
an annual award of RSUs, valued at approximately $135,000 at the time of grant, which vests approximately 12 months from the grant date;
an annual cash retainer of $70,000;
a meeting fee of $10,000 for each Board meeting attended in person in the United Kingdom or other location outside of the United States, with no additional fees paid for committee or other Board meetings attended;
an additional annual cash retainer of $85,000 for the Chair of our Board;
an annual cash retainer of $10,000 for each committee of which the director is a member;
an additional annual cash retainer of $10,000 for the chair of the Audit, Finance and Compensation Committee, and an additional annual cash retainer of $5,000 for the chair of our Nominating & Governance Committee; and
reimbursement of reasonable fees related to the preparation of U.K. tax returns.
Cash amounts are paid monthly. In addition, all of our directors are reimbursed for their reasonable expenses incurred in attending Board and committee meetings. The 2019 RSU awards to all non-employee directors were granted on March 13, 2019. These RSUs vested in full on March 9, 2020, except for Mr. Arnoult’s RSU award, which vested on November 1, 2019, when he resigned from the Board. The Board accelerated the vesting of his RSUs in recognition of his service to the Company in connection with his resignation.
 
 
 
ANNUAL REVIEW PROCESS AND PEER BENCHMARKING
Director compensation is generally reviewed by the Compensation Committee on an annual basis. To assist the Committee with its review, Meridian provides competitive compensation data for the companies in the “Proxy Peer Group.” Data is provided for all elements of director pay, including annual cash retainer, Board and Committee fees (including Chair and Member retainers), annual equity awards, and Board leadership compensation. Based on its review of the data, no director pay changes were recommended for 2019.
 
DIRECTOR SHARE OWNERSHIP GUIDELINES
In 2019, the Compensation Committee increased the director shareholding requirement to five times the annual board member cash retainer amount based on consultation with Meridian relating to market benchmarks and best practices.
 
 
 

38 CARDTRONICS


EXECUTIVE OFFICERS
Our executive officers are appointed by our Board on an annual basis and serve until removed by our Board or their successors have been duly appointed. The following biographies describe the business experience of our executive officers, along with their age (as of the date of the Annual Meeting) and the position they currently hold.
 
Dan Antilley
Executive Vice President, Operations and Chief Information Security Officer
Age: 52
Dan Antilley has served as our Executive Vice President, Operations and Chief Information Security Officer since May 30, 2017. In January 2020, Mr. Antilley assumed oversight of global operations, in addition to his role as Chief Information Security Office. Mr. Antilley is responsible for leading the Company's global information security and technology risk strategy program, focused on safeguarding company and customer assets, and ATM user information while also leading global operations. Mr. Antilley has more than 20 years of information security leadership experience, including retail banking industry expertise. Before joining Cardtronics, Mr. Antilley capped a 16+ year career at Bank of America. He served as Senior Vice President and Global Information Security Operations Executive, a role in which he directed a multi-site global team of 400 information security professionals, with an emphasis on threat and vulnerability management, malware protection and cyber forensics. Earlier in his career, Mr. Antilley served in technology roles at Genuity, Check Point Software Technologies and the Texas Department of Housing and Community Affairs. Earned throughout his career, Mr. Antilley holds multiple patents for systems and methods related to information security risk assessment and a B.S. from Midwestern State University.
 
 
Gary W. Ferrera
Chief Financial Officer
Age: 57
Gary W. Ferrera has served as our Chief Financial Officer since November 28, 2017. In this role, Mr. Ferrera is responsible for leading all financial functions of the Company, and he provides oversight for accounting and reporting, strategic planning and analysis, treasury, tax, internal audit, risk management, investor relations, and corporate development. Ferrera has more than 20 years of leadership experience in corporate finance and corporate development roles. Prior to Cardtronics, Mr. Ferrera was at DigitalGlobe, Inc., where he served as Chief Financial Officer since early 2015. He served in that same capacity for Intrawest Resorts, Great Wolf Resorts, National CineMedia, and Unity Media. Mr. Ferrera’s career as a Chief Financial Officer is notable for overseeing periods of rapid growth, mergers and acquisitions, initial public offerings, along with cost-efficient operating and capital structures and tax efficiency. Before his Chief Financial Officer positions, Mr. Ferrera developed his M&A and capital markets expertise with Citigroup and Bear Stearns. Mr. Ferrera also started his commercial career as an international tax consultant with Arthur Andersen. Mr. Ferrera holds an MBA from the Kellogg School of Management, Northwestern University, and a BS in Accounting from Bentley University, magna cum laude.
 
 
Paul A. Gullo
Chief Accounting Officer
Age: 54
Paul A. Gullo has served as our Chief Accounting Officer since May 21, 2018. Previously, Mr. Gullo, served many roles at TechnipFMC plc, including as Chief Financial Officer, Technip Stone & Webster Process Technology, Inc. since August 2013, as Chief Financial Officer, Technip USA Inc. from January 2012 to August 2013 and as Vice President, Finance, Technip USA, Inc. from March 2009 to December 2011. Mr. Gullo has also held various finance and accounting positions at Friedkin Companies, Inc., Kellogg Brown & Root, Continental Airlines, Inc., and IQ 2000, Inc. and served in the Audit Practice at Ernst & Young LLP in Houston, Texas. Mr. Gullo holds a Bachelor of Business Administration degree in Accounting and Finance from The University of Texas and is a licensed Certified Public Accountant in the state of Texas.
 

2020 PROXY STATEMENT 39


EXECUTIVE OFFICERS

 
Geri House
Chief Human Resources Officer
Age: 44
Geri House has served as our Chief Human Resources Officer since February 12, 2018. In this role, Ms. House is responsible for leading the Company’s global human resources function, overseeing human resources strategy, talent acquisition, employee engagement, development, and relations, along with compensation and benefits programs. Ms. House is an experienced, strategic human resources executive with a demonstrated ability to align people and culture to the corporate vision, strategies, and values to drive effective execution of company goals. Before joining Cardtronics, Ms. House was Executive Vice President, People & Organization, at National CineMedia, where she also previously served as Vice President and Deputy General Counsel. Earlier in her career, Ms. House was in private practice, serving as outside counsel for an array of clients of two international law firms. Ms. House holds a Juris Doctor degree from Harvard Law School and a Bachelor of Arts degree from Simon Fraser University.
 
 
Carter Hunt
Executive Vice President, Managing Director of North America
Age: 53
Carter Hunt is Executive Vice President and Managing Director for our business in North America. In this role, he oversees the Company's commercial activities in the United States, Canada, Mexico, and the Caribbean. Mr. Hunt has more than three decades of experience in leadership. Before joining Cardtronics, Carter led the North America organization for Western Union. His responsibilities included the ownership of revenue and profit, developing the strategy, general management, and the on-going leadership of Western Union’s overall North America business. Mr. Hunt originally joined Western Union in 2005 as the Vice President of National Accounts. Also, Mr. Hunt has held the roles of Senior Vice President of Global Key Accounts, and Senior Vice President of Commercial at Western Union. Before joining Western Union, Mr. Hunt spent 14 years with PepsiCo, Inc., where he held a variety of roles in sales management, marketing, and joint venture development. Mr. Hunt has a Bachelor of Business Administration degree from the University of Texas at Austin and a Master of Business Administration degree from Southern Methodist University’s Cox School of Business in Dallas, Texas.
 
 
Aimie Killeen
General Counsel and Secretary
Age: 41
Aimie Killeen has served as our General Counsel and Secretary since March 2017, leading our legal, corporate governance, and compliance sections. Ms. Killeen joined Cardtronics through our acquisition of DirectCash Payments Inc. (“DCP”) in January 2017, where she served as Global Corporate Counsel since March 2013. Before joining DCP, Ms. Killeen practiced for nine years at one of Australia’s premier global law firms. Her experience there included leveraged and acquisition finance, aviation finance, structured asset finance, securitization, debt capital markets, general corporate banking, and restructuring. Ms. Killeen graduated of the University of Technology in Sydney, Australia, and was admitted to practice law in the Supreme Court of New South Wales, and the High Court of Australia in 2004.
 
 
Stuart Mackinnon
Executive Vice President, Technology and Chief Information Officer
Age: 48
Stuart Mackinnon has served as our Executive Vice President, Technology and Chief Information Officer since February 1, 2017. Mr. Mackinnon is responsible for the global information technology infrastructure for Cardtronics. Mr. Mackinnon directs the strategy and implementation of innovative solutions for the business focusing on efficiency and service. Mr. Mackinnon joined Cardtronics in 2015 through the acquisition of Columbus Data Services, the largest ATM processor in North America, where he held the position of President for five years. Before Columbus Data Services, Mr. Mackinnon held senior technology roles at Threshold Financial Technologies and Choice Hotels Canada.
 

40 CARDTRONICS


EXECUTIVE OFFICERS

 
Brad Nolan
Executive Vice President, Allpoint Solutions
Age: 47
Brad Nolan has served as Executive Vice President, Allpoint Solutions since January 2017. In this role, he leads the design and delivery of new technology solutions, which enable financial institutions and retail brands to provide world-class financial access to their customers. Before joining Cardtronics, Mr. Nolan spent 20 years at JPMorgan Chase & Co., serving as Managing Director of Branch Systems and Innovation, where he led retail channel design and innovation for the organization. Mr. Nolan is listed as a co-designer on multiple patents focused on self-service kiosks and user interface design. Mr. Nolan holds a dual Bachelor of Business Administration degrees in Accountancy and Finance from Miami University and is a former licensed Certified Public Accountant in the state of Ohio.
 
 
Marc Terry
Executive Vice President, Managing Director of International
Age: 58
Marc Terry has served as our Executive Vice President and Managing Director of International since September 18, 2017. In this role, Mr. Terry oversees all commercial activities for the Company in Europe, the Middle East, Africa and Australia. Mr. Terry has nearly 30 years of payments and financial services technology business and leadership experience. Before joining Cardtronics, Mr. Terry was Group Managing Director, EMEA at FIS, where he was responsible for all banking and payments products. Earlier in his career, Mr. Terry served as Managing Director Commercial for Vocalink, where he was responsible for all commercial activities and relationships including management of the LINK ATM network in the United Kingdom. Mr. Terry previously held roles as International Sales Director for Metavante, Managing Director, EMEA for Clear2Pay, and Vice President, International Sales for S1 U.K., following a 15+ year career in multiple global leadership roles for ACI Worldwide. Mr. Terry holds a Bachelor of Arts degree in System Analysis from Bristol Polytechnic.
 
 
Edward H. West
Chief Executive Officer
Age: 53
Mr. West’s biographical information is located under “Continuing Directors.”
 
 
Paul Wilmore
Chief Marketing Officer
Age: 53
Paul Wilmore is the Chief Marketing Officer for Cardtronics. He joined Cardtronics on May 1, 2019 and is responsible for all aspects of our marketing, data, and analytics across our U.S. and international markets. He is also a member of the Cardtronics Executive Leadership Team. Before joining Cardtronics, Mr. Wilmore was the Chief Marketing Officer of Barclays U.S. Consumer Bank. He brings over 30 years of experience in marketing and financial services, and has a deep background in marketing metrics and data analysis to drive growth and performance. A member of the Barclaycard U.S. and Barclays U.S. Consumer Bank executive team since 2004, Mr. Wilmore led marketing operations for both the co-brand business unit and the digital consumer bank. Prior to joining Barclays, he was part of the executive team that launched Juniper Bank, a monoline credit card issuer, and a member of the founding executive team for RelianceDirect and Reliance Personal, which offered personal automobile insurance through direct distribution channels. Paul holds an MBA from the Wharton School at the University of Pennsylvania and a bachelor’s degree in Economics from Swarthmore College.
 
There are no family relationships among any of our directors or executive officers.

2020 PROXY STATEMENT 41


AUDIT MATTERS
 
 
 
PROPOSAL 3
To ratify, on an advisory basis, our Audit Committee’s selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2020
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Our Board recommends that shareholders vote FOR the ratification of the selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm.

 
 
 
Our Audit Committee has selected KPMG LLP (U.S.) as our U.S. independent registered public accounting firm to conduct our audit for the year ending December 31, 2020.
We engaged KPMG LLP (U.S.) to serve as our U.S. independent registered public accounting firm and to audit our consolidated financial statements beginning with the fiscal year ended December 31, 2001. The engagement of KPMG LLP (U.S.) for the fiscal year ending December 31, 2020, has been approved by our Audit Committee. Our Audit Committee has reviewed and discussed the consolidated financial statements included in our Annual Report on Form 10-K and has approved their inclusion therein. See “Audit Matters—Report of our Audit Committee” for more details.
Although shareholder ratification of the selection of KPMG LLP (U.S.) is not required, our Audit Committee considers it desirable for our shareholders to vote upon this selection. If the selection is not ratified, our Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, our Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interests of Cardtronics and our shareholders.
A representative of KPMG LLP (U.S.) is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions from shareholders at the Annual Meeting.
Recommendation and Required Vote
For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. Our Board believes that the ratification of the selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2020, is advisable and in the best interests of Cardtronics and our shareholders.

42 CARDTRONICS


AUDIT MATTERS

 
 
 
PROPOSAL 4
To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders
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Our Board recommends that shareholders vote FOR the re-appointment of KPMG LLP (U.K.) as our U.K. statutory auditors to hold office from the conclusion of the annual meeting until the end of the next annual general meeting of shareholders at which the U.K. annual reports and accounts are presented to our shareholders.
 
 
 
In accordance with the U.K. Companies Act 2006, our U.K. statutory auditors must be re-appointed at each meeting at which the U.K. Annual Reports and Accounts are presented to our shareholders. KPMG LLP (U.K.) has served as Cardtronics’ U.K. statutory auditors since June 29, 2016.
If this proposal is not approved by our shareholders at the Annual Meeting, our Board may appoint auditors to fill the vacancy.
Recommendation and Required Vote
For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. Our Board believes, following a recommendation to this effect by our Audit Committee, that the re-appointment of KPMG LLP (U.K.) as Cardtronics’ U.K. statutory auditors is advisable and in the best interests of Cardtronics and our shareholders.
 
 
 
PROPOSAL 5
To authorize our Audit Committee to determine our U.K. statutory auditors’ remuneration
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Our Board recommends that shareholders vote FOR the authorization of our Audit Committee to determine our U.K. statutory auditors’ remuneration.
 
 
 
In accordance with the U.K. Companies Act 2006, the remuneration of our U.K. statutory auditors must be fixed in a general meeting of shareholders or in such manner as may be determined in a general meeting of shareholders. We are asking our shareholders to authorize our Audit Committee to determine the remuneration of KPMG LLP (U.K.) in its capacity as Cardtronics’ U.K. statutory auditors under the U.K. Companies Act 2006 in accordance with our Audit Committee’s procedures and applicable law.
Recommendation and Required Vote
For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. Our Board believes that authorizing our Audit Committee to determine the remuneration of KPMG LLP (U.K.) as Cardtronics’ U.K. statutory auditors is advisable and in the best interests of Cardtronics and our shareholders.
Report of our Audit Committee
Each member of our Audit Committee is an independent director as such term is defined under the current listing requirements. Our Audit Committee is governed by our Audit Committee Charter, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and the corporate governance rules of NASDAQ. Our Audit Committee Charter may be further amended to comply with the rules and regulations of the SEC and NASDAQ listing standards as they continue to evolve. A copy of our Audit Committee Charter is available on our website at www.cardtronics.com.
In fulfilling its responsibilities, our Audit Committee has reviewed and discussed the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, with Cardtronics’ management and independent registered public accounting firm. Management is responsible for the consolidated financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with U.S. GAAP.

2020 PROXY STATEMENT 43


AUDIT MATTERS

Our Audit Committee discussed with the independent registered public accounting firm their independence from Cardtronics and its management including the matters in the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the independent auditors’ communications with our Audit Committee concerning independence and considered the compatibility of non-audit services with the registered public accounting firms’ independence. In addition, our Audit Committee discussed the matters required to be discussed by PCAOB Auditing Standard No. 16, as adopted by the PCAOB and approved by the SEC.
In reliance on the reviews and discussions referred to above, our Audit Committee recommended to our Board, and our Board approved the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the SEC.
Respectfully submitted by the Audit Committee of the Board of Directors of Cardtronics plc,
Juli C. Spottiswood, Chair
Jorge Diaz (member as of January 18, 2019)
Julie Gardner (member as of January 18, 2019)
Warren C. Jenson (member until January 18, 2019)
G. Patrick Phillips
Selection and Engagement of Independent Registered Public Accounting Firm
Among its other duties, our Audit Committee is responsible for the selection and engagement of an Independent Registered Public Accounting Firm. The Audit Committee appoints, sets compensation for, and oversees the work of the independent registered public accounting firm.
As indicated in Proposal 3, we engaged KPMG LLP (U.S.) to serve as our U.S. independent registered public accounting firm and to audit our consolidated financial statements beginning with the fiscal year ended December 31, 2001. The engagement of KPMG LLP (U.S.) for the fiscal year ending December 31, 2020, has been approved by our Audit Committee.
Furthermore, our Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm, of which it has delegated its pre-approval authority of certain audit and non-audit services to our Audit Committee Chair. On an as-needed basis, management will communicate specific projects and categories of service for which the advance approval of our Audit Committee Chair or our Audit Committee is requested.
Our Audit Committee Chair or our Audit Committee reviews these requests and advises management if the engagement of the independent registered public accounting firm is approved. On a periodic basis, management reports to our Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. Our Audit Committee Chair or our Audit Committee approved all of the services provided by KPMG LLP in 2019, 2018 and 2017.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by our independent registered public accounting firm, KPMG LLP, in each of the last two fiscal years in each of the following categories were:
 
2019
 
2018
 
(In thousands)
Audit Fees
$2,208
 
$2,420
Audit-Related Fees
$1,005
 
$898
Tax Fees
$45
 
$123
All Other Fees

 

Total
$3,258
 
$3,441
Audit fees include fees associated with the annual audit and quarterly review of our financial statements and the separate statutory audits of several of our entities in the United Kingdom, Australia, Germany, Mexico, and South Africa. The tax fees in 2019 and 2018 relate to fees paid to KPMG LLP for general tax consulting services.
Our Audit Committee considers whether the provision of these services is compatible with maintaining the registered public accounting firm’s independence and has determined such services for the fiscal year 2019 were compatible.

44 CARDTRONICS


AUDIT MATTERS

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
Among its other duties, our Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. Our Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm, of which it has delegated its pre-approval authority of certain audit and non-audit services to our Audit Committee Chair. On an as-needed basis, management will communicate specific projects and categories of service for which the advance approval of our Audit Committee Chair or our Audit Committee is requested.
Our Audit Committee Chair or our Audit Committee reviews these requests and advises management if the engagement of the independent registered public accounting firm is approved. On a periodic basis, management reports to our Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. Our Audit Committee Chair or our Audit Committee approved all of the services provided by KPMG LLP in 2019 and 2018.
Shareholder Requests
Under Section 527 of the U.K. Companies Act 2006, Shareholders meeting the threshold requirements set out in that section have the right to require us to publish on a website a statement setting out any matter relating to (1) the audit of our accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the Annual Meeting; or (2) any circumstance connected with an auditor of Cardtronics ceasing to hold office since the previous meeting at which annual accounts and reports were laid, (in each case) that our Shareholders propose to raise at the Annual Meeting. We may not require the Shareholders requesting any such website publication to pay our expenses in complying with Sections 527 or 528 of the U.K. Companies Act. Where we are required to place a statement on a website under Section 527 of the U.K. Companies Act, we must forward the statement to our auditors not later than the time when we make the statement available on the website. The business which may be dealt with at the Annual Meeting includes any statement that we have been required under Section 527 of the U.K. Companies Act to publish on a website.
Certain Relationships and Related Person Transactions
Transactions with our Directors and Officers
There were no transactions or series of similar transactions since January 1, 2019, or any currently proposed transactions to which we are or were a party that involved an amount exceeding $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.
Approval of Related Person Transactions
The policies and procedures relating to the approval of related person transactions are set forth in our Related Persons Transactions Policy. Our Audit Committee is charged with the responsibility of reviewing all the material facts related to any such proposed transaction and either approving or disapproving the entry into such transaction. Our Related Persons Transactions Policy is available on our website at www.cardtronics.com.

2020 PROXY STATEMENT 45


EXECUTIVE COMPENSATION
 
 
 
PROPOSAL 6
To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement
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Our Board recommends that shareholders vote FOR the approval of named executive officer compensation.
 
 
 
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking shareholders to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC.
We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives as well as the Summary Compensation Table for the year ended December 31, 2019, and other related compensation tables and narrative discussions, which provide detailed information of the compensation of our Named Executive Officers. Our Compensation Committee believes that the policies and procedures articulated in the “Compensation Discussion and Analysis” section of this proxy statement are effective in achieving our goals and that the compensation of our Named Executive Officers reported in this proxy statement help position us for long-term success. As a part of the Company’s shareholder outreach effort during 2019, our Compensation Committee solicited input and feedback on the structure of our executive compensation programs.
We are asking shareholders to adopt the following advisory resolution at the Annual Meeting:
RESOLVED, that the shareholders of Cardtronics approve, on an advisory basis, the compensation of Cardtronics’ Named Executive Officers as disclosed in the proxy statement for the 2020 Annual General Meeting of Shareholders of Cardtronics pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion.
Although the vote is non-binding and is not meant to address any particular element of our executives’ compensation arrangements, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.
Recommendation and Required Vote
For this resolution to be passed, a simple majority of votes cast (whether in person or by proxy) at the Annual Meeting must be cast in favor of the resolution. Our Board believes that approving Named Executive Officer compensation is advisable and in the best interests of Cardtronics and our shareholders.

46 CARDTRONICS


EXECUTIVE COMPENSATION

Letter from the Compensation Committee
Dear Shareholder:
As Chairman of the Compensation Committee of the Board of Directors, I am pleased to present the Compensation Discussion & Analysis for the year ended December 31, 2019. The primary principles underlying our approach to compensation are unchanged from prior years: that our pay practices are aligned with shareholders’ interests and that they incentivize and support the Company’s strategic objectives. We firmly believe that our solid financial results in 2019 demonstrate that our pay practices are accomplishing these important goals.
In 2019, in order to enhance focus on long-term performance, we made changes to our executive equity awards. Beginning in 2019, performance-based Restricted Stock Units (“performance-based RSUs”) use a three-year, rather than a one-year or two-year performance period as were used in recent years (previously followed by vesting requirements). Consistent with 2018, the executive equity awards were comprised of performance-based RSUs (50%), stock option awards (25%), time-based RSUs (25%). We intend to use this plan design as the basis for future long-term incentive awards.
Performance-based RSUs for 2019 are tied to two performance metrics: cumulative Adjusted EBITDA and relative Total Shareholder Return (“TSR”), comparing the Company’s TSR for the performance period against that of a group of companies in the comparator group. We selected these 2019 long-term incentive metrics because we believe they are an appropriate indicator of success and sustainable business performance over three years. They translate into increased shareholder value and tie a considerable portion of our leaders’ long-term incentive awards to the Company’s share price performance as compared to the composite share price performance of a broad group of companies with similarly-sized market capitalizations.
After strong 2018 results against objectives, the Committee set 2019 Cash Incentive Plan performance goals for Revenue and Adjusted EBITDA above the 2018 results to ensure management was incentivized to show growth in both metrics year-over-year. Management executed on the established 2019 objectives, resulting in a 72 percent increase in our share price during the course of 2019. We believe this result is indicative of our executive compensation programs being aligned with shareholder value creation.
We had insightful discussions throughout 2019 with many of our shareholders and valued the feedback on our executive compensation programs, along with many related topics, such as succession planning, human capital management, and peer analysis. Based on the feedback we received from many of our largest shareholders, we believe our 2019 and 2020 long-term incentive plans have been structured to align with most of our shareholders’ views and objectives.
Looking to 2020, the Committee is closely monitoring the current COVID-19 virus pandemic, which our Company, like all businesses across the globe, is facing, and considering any potential impacts it may have on our compensation programs. While the performance targets for our 2020 incentive plans were set without taking any potential impacts to the business of the COVID-19 pandemic into consideration, the Committee may choose to exercise its discretion to adjust actual payouts as appropriate and allowed under the plans, in order to ensure our executive team is appropriately incentivized as they navigate this global crisis and continue to drive the Company’s strategic objectives.
We thank you for your past support and welcome your feedback on our current practices.
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G. Patrick Phillips
Chair, Compensation Committee
Compensation Committee Report
Our Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on the review and discussions, has recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Respectfully submitted by the Compensation Committee of the Board of Cardtronics plc,
G. Patrick Phillips, Chair
Jorge M. Diaz (member until January 18, 2019)
Douglas L. Braunstein
Julie Gardner
Warren C. Jenson
Mark Rossi (member until January 18, 2019)

2020 PROXY STATEMENT 47


EXECUTIVE COMPENSATION

Compensation Discussion & Analysis
The Compensation Discussion and Analysis (“CD&A”) set forth below provides an explanation of our compensation programs, including the objectives of such programs and the rationale for each element of compensation, for our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and the three other most highly compensated executive officers serving as of December 31, 2019 (collectively, the “Named Executive Officers” or "NEOs"). This CD&A also describes the actions and decisions of our Compensation Committee as it relates to 2019 compensation decisions.
Our 2019 Named Executive Officers
For the year ended December 31, 2019, our Named Executive Officers were as follows:
Named Executive Officers
Position
Edward H. West
Chief Executive Officer and Director
Gary W. Ferrera
Chief Financial Officer
Dan Antilley
Executive Vice President, Operations and Chief Information Security Officer
Stuart Mackinnon
Executive Vice President, Technology and Chief Information Officer
Marc Terry
Executive Vice President, Managing Director of International
Executive Summary
 
The Proxy Statement speaks as of the date of mailing.  As a result, the discussion about our financial, operational, and strategic performance relates to 2019 and has not been edited to provide any updates regarding any potential COVID-19 pandemic impacts on our business activities or performance.
 
Compensation Program Philosophy and Design
The primary objectives of our executive compensation program are to attract, retain, and motivate qualified individuals who are capable of leading our Company to meet its business objectives and increase overall shareholder value. To achieve these objectives, our Compensation Committee’s philosophy is to implement a total compensation program that aligns the interests of management with those of our shareholders, creates incentives for the achievement of financial performance objectives, and rewards the performance of individuals based on our overall success, without encouraging excessive risk-taking. The primary components of our executive compensation program, as we discuss in further detail in this CD&A, are base salary, annual non-equity incentive plan awards (“Cash Incentive Plan”), and annual long-term incentives that include performance and time-based equity awards (“LTIP”).

48 CARDTRONICS


EXECUTIVE COMPENSATION

2019 Performance and Key Priorities
In 2018, senior management focused the business on five strategic priorities, outlined below, which were maintained in 2019. With these key priorities as guideposts, management was aligned with shareholders to drive performance leading to strong shareholder return. During 2019, Cardtronics returned to organic revenue growth and delivered a robust profit and cash flow performance. Additionally, we strengthened our position in our largest markets and positioned the Company to continue delivering profitable growth in the future due to solid tactical execution and strategic direction. The following are additional highlights of our 2019 performance.
Key Management Priorities:
 
Performance Highlights
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Drive organic growth and durable revenue streams
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    Returned to full-year revenue growth of 3% constant-currency
    North American 4% revenue growth, constant currency in 2019, driven by bank branding, Allpoint, and managed services
    Double-digit revenue growth in Germany, Spain, and South Africa
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Operational excellence & portfolio optimization
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    Record system availability in major markets
    ATM fleet optimized for profitability in the U.K. and Australia
    Implemented a new global ERP system
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Earn “raving fans” status with customers
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    80% of Allpoint customers describe their relationship as “Truly Loyal,” the highest rating by the Walker Voice-of-the-Customer Survey
    Double-digit surcharge-free transaction growth at leading retailers in the U.S.
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Deliver growth in free cash flow
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    Adjusted free cash flow of $183 million in 2019 (as defined in the Cash Incentive Plan)
    Repurchased approximately 1.7 million shares
    Paid down outstanding debt by $96 million
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Engender employee pride
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    Continued investment in talent and development across the organization
    Deployed enhanced corporate communication and collaboration tools on a global basis to drive increased collaboration throughout the organization
    Utilized employee engagement survey to drive targeted program development
The Company’s 2019 performance relative to established targets was solid. Revenues were approximately in line with the established target for the year, coming in just short of the target. Adjusted EBITDA exceeded the target by approximately 5%, and Adjusted Free Cash Flow exceeded the target by approximately 27%. The Company strengthened its network by adding new partnerships with large financial institutions, retailers, and emerging financial technology companies. The Company generated strong Adjusted Free Cash Flow (as defined in the Cash Incentive Plan) of $183 million for the year, enabling the repayment of almost $100 million in outstanding debt while also investing $50 million to repurchase shares, resulting in a 4% reduction in share count.
New products were also delivered during the year, and the Company made important investments in infrastructure, security, and new software. The Company also communicated its medium-term growth strategy and performance outlook at its first investor day. During 2019, the Company operated at a high level, delivered new customer growth and expansion, and improved margins. Management’s execution relative to Company goals in 2019 resulted in a significant increase in shareholder value during the year, with the Company’s share price up 72% in 2019.

2020 PROXY STATEMENT 49


EXECUTIVE COMPENSATION

2019 Executive Compensation Highlights
Principal Pay Mix
The Compensation Committee has designed the executive compensation program to reward pay-for-performance through Company and individual performance. A large percentage of total target compensation is at risk through our annual cash incentive award and Long-Term Incentive Plan, which are linked to performance measures that drive shareholder value. The mix of target total compensation for 2019 for our CEO and the average of our other NEOs is shown below.
CEO
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OTHER NEOs
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Performance-Based Compensation Results and Payouts
Award
2019 Payouts
Performance Link
 
 
 
2019 Annual Cash
Incentive Award
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-pg482019annualcashincen03.jpg
Global Metrics resulted in a 150.8% payout (excluding individual performance) based on the following achievements
    Revenue: achieved 99% of pre-established targets 
    Adjusted EBITDA: achieved 104.8% of pre-established targets
    Adjusted Free Cash Flow: achieved 126.7% of pre-established targets
 
 
 
2018 Long-Term
Incentive Plan
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-pg482018longtermincentive01.jpg
Final Payout of 205% based on:
    Revenue: achieved 103.6% of 2018 pre-established targets, and 101.5% of 2019 pre-established targets
    Adjusted EBITA: achieved 120.9% of 2018 pre-established targets, and 104.7% of 2019 pre-established targets

50 CARDTRONICS


EXECUTIVE COMPENSATION

Shareholder Feedback and Changes to 2019 Compensation Program
 
 
We have reached out to shareholders totaling over
We are committed to ensuring that our shareholders fully understand our executive compensation programs, including how they reward the achievement of our strategic objectives and align the interests of our named executive officers with those of our shareholders.
Since our 2019 Annual General Meeting of Shareholders, we engaged with our shareholders to seek feedback on our executive compensation program and any other subjects of interest.
We focused our outreach on our top 25 shareholders, who represent over 90% of our shares outstanding.
 
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-p54piechart60shares.jpg
 
We held substantive stewardship discussions with holders of approximately
In addition to meetings management held with shareholders throughout the year, we engaged in discussions with shareholders during the spring, in advance of our 2019 Annual Shareholders Meeting, and again between October and December 2019. During the latter shareholder engagement effort, which focused primarily on stewardship, executive compensation, social responsibility and strategy matters, we were able to engage in discussions with shareholders that account for approximately 64% of our shares outstanding.
These discussions generally included at least one Board member, either our Board Chair or our Compensation Committee Chair, in addition to our Chief Financial Officer, our General Counsel, our head of Human Resources, and our head of Investor Relations. Key points commonly raised or discussed with shareholders included: (1) executive compensation matters; (2) governance matters and Board composition; and (3) the Board’s role in strategy and risk.
We also held an investor day during 2019 and communicated throughout the year with investors through in-person meetings, conferences and conference calls. During the year, in total, we held meetings with over 80% of our shareholder base.
 
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-p54piechart40sharesa01.jpg


2020 PROXY STATEMENT 51


EXECUTIVE COMPENSATION

 
 
 
SHAREHOLDERS’ FEEDBACK
 
Our responses:
    Executive Compensation and Corporate Governance most important areas
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Our Board is fully committed to ensuring that our long-term executive incentive plans align with shareholder interests.
    Most shareholders were supportive of the Company's executive compensation structure
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While over 74% of our shareholders supported our 2018 executive compensation program, we have evaluated feedback from our shareholders during our outreach discussions and believe that we have appropriately addressed shareholders’ primary concerns in the 2019 and 2020 plans and would expect increased shareholder support for this year’s say-on-pay proposal.
    Longer performance measurement periods preferred
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Several shareholders commented on preferring performance measurement periods of 3+ years. Our 2019 and 2020 long-term incentive plans now utilize three-year plans, providing long-term alignment of management and shareholders.
    Metrics used for long-term incentive plans should vary from short-term plans
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Starting for 2019, we now use two long-term performance measures, each measured over a cumulative three-year period: 1) relative Total Shareholder Return ("TSR") and 2) Adjusted EBITDA. We believe relative TSR aligns management directly with shareholders to deliver long-term shareholder value. While we also use an Adjusted EBITDA metric in our short-term plan, we believe delivering Adjusted EBITDA growth over both the short and long-term is one of the most important drivers of shareholder value and is an area over which management has a high degree of control.
    Selection of peer groups is important
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The Committee carefully evaluates the Company's peer group annually, looking at a range of companies in similar industries and revenues generally between one-third and three times those of the Company. The Committee also uses this process to help assess the competitiveness of total compensation for each executive officer.
 
 
 
Compensation Program Best Practices
 
 
 
 
 
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What We Do
 
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What We Don’t Do
    Emphasis on performance-based compensation tied to specific, pre-established financial goals and individual goals (the latter for all NEOs except the CEO), with payouts capped at 200% of the target
    Compensation recoupment (“clawback”) policy
    Meaningful share ownership guidelines for our executive officers and directors
    Independent Compensation Committee directors and compensation consultant
    Insider Trading Policy
 
    No excise tax gross-ups for executive officers
    No backdating or repricing of options
    No hedging or pledging of Cardtronics shares per our Insider Trading Policy
    No excessive perquisites for executive officers
 
 
 
 
 

52 CARDTRONICS


EXECUTIVE COMPENSATION

Compensation Determination Process
Role of Compensation Committee, Compensation Consultant and Management
Compensation Committee
Our Compensation Committee is responsible for designing, recommending, and evaluating all compensation programs for our executive officers (including each of the Named Executive Officers) as well as oversight for other broad-based employee benefits programs. Our Compensation Committee receives information and advice from third-party compensation consultants as well as from our human resources department and management to assist in making decisions regarding compensation matters.
Compensation Consultant
Our Compensation Committee has sole authority to retain and terminate the services of a compensation consultant who reports to our Compensation Committee. The role of the compensation consultant is to advise our Compensation Committee in its oversight role, advise management in the executive compensation design process, and provide independent compensation data and analysis to facilitate the annual review of our compensation programs. The compensation consultant attends Compensation Committee meetings as requested by our Compensation Committee.
Our Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent advisor. Meridian is an independent compensation consulting firm and does not provide any other services to us outside of matters on executive officer and director compensation and related corporate governance. Meridian reports directly to our Compensation Committee, which is the sole party responsible for determining the scope of services performed by Meridian and the directions given to Meridian regarding the performance of such services. Meridian is not given a specific list of instructions, but rather is engaged in providing our Compensation Committee with information and advice that might assist our Compensation Committee in performing its duties. During 2019, the services provided by Meridian included:
updating our Compensation Committee on regulatory changes affecting our compensation program;
providing information on market trends, practices, and other data;
giving guidance on CEO compensation;
reviewing our Peer Group (as defined in “Factors Considered in Setting Executive Pay — Peer Company Compensation Analysis”) and conducted a competitive analysis of compensation for our Named Executive Officers and our Board;
assisting in reviewing and designing program elements; and
providing overall guidance and advice about the efficacy of each component of our compensation program and its fit within our Compensation Committee’s developing compensation philosophy.
Meridian provides valuable guidance and resources for our Compensation Committee in identifying compensation trends and determining competitive compensation packages for our executives. Our Compensation Committee considers, but is not required to follow, any particular advice or recommendations that Meridian may provide.
Our Compensation Committee considered the independence of Meridian in light of SEC rules and NASDAQ listing standards, including the following factors: (i) other services provided to us by the consultant; (ii) fees paid by us as a percentage of the consulting firm’s total revenue; (iii) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and a member of our Compensation Committee; (v) any company shares owned by the individual consultants involved in the engagement; and (vi) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Our Compensation Committee discussed these considerations, among other things, and concluded that the work of Meridian did not raise any conflicts of interest.

2020 PROXY STATEMENT 53


EXECUTIVE COMPENSATION

Role of the Chief Executive Officer in Executive Compensation Decisions
Our CEO works very closely with our Compensation Committee, other than with respect to his own compensation. Our CEO sets our strategic direction and strives to promote compensation programs that motivate employee behavior, consistent with our strategic objectives and corporate values. Under the direction of our Compensation Committee, and in coordination with the compensation consultant, our CEO coordinates the annual review of the compensation programs for the executive officers. This review includes an evaluation of each officer’s historical pay and career development, individual and corporate performance, competitive practices and trends, and various compensation-related issues. Based on the results of this review, our CEO makes recommendations to our Compensation Committee regarding each element of compensation for each of the executive officers, other than himself. Our CEO also provides our Compensation Committee with his evaluation of the performance of each executive officer other than himself during the prior year for their consideration for determining actual payouts. Our Compensation Committee also meets in executive session, independently of the CEO and other members of senior management, to review not only compensation issues related to the CEO, but those of all Named Executive Officers and other executive officers. Other than the CEO, none of our other Named Executive Officers provide direct recommendations to our Compensation Committee or participate in the executive compensation setting process; however, our CFO provides information and recommendations to our Compensation Committee when it reviews and sets incentive performance goals.
Factors Considered in Setting Executive Pay
Tally Sheets
Our Compensation Committee reviews “tally sheets” for the CEO and the CFO, which are prepared by management and reviewed by Meridian. The tally sheets contain information related to prior years’ compensation, outstanding equity awards (both vested and unvested) and various termination scenarios. The tally sheets enable our Compensation Committee to review and evaluate various components of the executive pay programs, understand the magnitude of potential payouts as a result of certain employment terminations, and consider changes to our plans and programs in light of emerging trends.
Other Factors
In determining the level of total compensation to be set for each compensation component, our Compensation Committee considers a number of factors, including market competitiveness analysis of our compensation levels compared with those paid by comparable companies, our most recent annual performance, each individual Named Executive Officer’s performance, the desire to generally maintain internal equity and consistency among our executive officers, tally sheets (as discussed above), and any other considerations that our Compensation Committee deems to be relevant. While our Compensation Committee reviews the total compensation package we provide to each of our Named Executive Officers, our Board and our Compensation Committee view each element of our compensation program as distinct elements, each serving a specific purpose. In other words, a significant amount of compensation paid to an executive for one element will not necessarily cause us to reduce another element of the executive’s compensation. Accordingly, we have not adopted any formal or informal policy for allocating compensation between long-term and short-term, between cash and non-cash, or among the different forms of non-cash compensation.
Peer Company Compensation Analysis
To help assess the competitiveness of total compensation for each NEO, and as a reference point for 2019 pay decisions, the Compensation Committee analyzed executive compensation data from the following two sources: (i) publicly available proxy statements of companies selected as peer companies (the “Proxy Peer Group”), and (ii) the proprietary Equilar database (the “Equilar Peer Group”). For purposes of review, the Compensation Committee utilized data from the Proxy Peer Group as the primary data source to assess the competitive positioning for the CEO and CFO target compensation. Given the limited data available from proxy statements for our Named Executive Officers other than CEO and CFO, the Compensation Committee utilized data from the Equilar Peer Group as the primary data source to assess competitive positioning for the other Named Executive Officers. Data from the Equilar Peer Group was used as a secondary data source for the CEO and CFO positions.
The companies in the Proxy Peer Group and the Equilar Peer Group, identified in the tables below, were approved by the Compensation Committee following a review of companies, prepared by Meridian, that had revenues generally between one-third and three times those of the Company, and were within similar industries as the Company based on select General Industry Classification Standard (“GICS”) codes. In addition to the revenue and industry criteria, the Committee also considered market capitalization, companies with a technology services focus, and companies with which we compete for executive talent. The Equilar Peer Group is limited by the number of participating companies that submit compensation data to the Equilar database. Therefore, even though similar GICS codes and revenue parameters were used to filter the companies in the Equilar database, only a limited number of Proxy Peer Group companies participated in the Equilar database. Certain companies have subsequently merged with others or become private companies. Their most recent available compensation data was still utilized if considered current and accurate.

54 CARDTRONICS


EXECUTIVE COMPENSATION

 
 
 
PROXY PEER GROUP
EQUILAR PEER GROUP
ACI Worldwide, Inc.
Blackhawk Network Holdings, Inc.
CSG Systems International, Inc.
Euronet Worldwide, Inc.
Everi Holdings Inc.
Fair Isaac Corporation
Global Payments, Inc.
Jack Henry & Associates, Inc.
Moneygram International, Inc.
LiveRamp Holdings, Inc.
SS&C Technologies Holdings, Inc.
Total System Services, Inc.
VeriFone Systems, Inc.
WEX, Inc.
Worldpay, Inc.
Black Knight, Inc.
Blackhawk Network Holdings, Inc.
Broadridge Financial Solutions, Inc.
Convergys Corporation
CoreLogic, Inc.
Genpact Limited
Global Payments Inc.
Manhattan Associates, Inc.
MoneyGram International, Inc.
Nuance Communications, Inc.
Pegasystems, Inc.
Sabre Corporation
TTEC Holdings, Inc.
Tyler Technologies, Inc.
WEX, Inc.
Worldpay, Inc.
 
 
 
 
Our Compensation Committee also believes that using the Proxy Peer Group provides meaningful reference points for competitive design practices, types of equity awards used, and equity usage levels for the Named Executive Officers. Our Compensation Committee’s goal is to provide a target total compensation package that is competitive with prevailing practices in our industry and within the peer groups, as described above.
Our Compensation Committee does not react to or structure our compensation programs on market data alone, and it has not historically utilized any true “benchmarking” techniques when making compensation decisions. Furthermore, our Compensation Committee did not use the peer groups to establish a particular range of compensation for any element of pay in 2019. Instead, the peer group market data was used as general guidelines in our Compensation Committee’s deliberations.
Goal Setting Process
When establishing the appropriate threshold, target and maximum performance levels for the performance measures, the Compensation Committee typically sets the target level based on a number of factors, including the Board-approved operating plan for the year, as well as reference to industry dynamics and prior performance results. The Compensation Committee’s goal for each financial performance measure is to establish a target level of performance that we are not certain to attain, so that achieving or exceeding the target level requires significant effort by our executive officers. Once the target levels are set, our Compensation Committee establishes the threshold and maximum amounts. Taking a variety of business factors into account, our Compensation Committee sets the threshold at what it considers to be the lowest level of acceptable performance and the maximum at what our Compensation Committee views would be outstanding performance versus target and operating plan.
For 2019, the Compensation Committee established relative TSR and Adjusted EBITDA as equally weighted metrics for the LTIP based on a cumulative three-year performance period. For the Company’s 2019 Cash Incentive Plan, the Company established targets for Revenues, Adjusted EBITDA, and Adjusted Free Cash Flow, measured over a one-year performance period.
The Compensation Committee evaluated several factors when setting performance-based award targets for 2019. Having recently repositioned the business to enhance focus on organic growth, the Committee felt that it was important to structure the 2019 LTIP and Cash Incentive Plan so that payouts at target required organic revenue and profit growth. Additionally, in the case of the LTIP, this growth is required over a multi-year period. In setting the performance metrics for both the Cash Incentive Plan and the LTIP for 2019, the Compensation Committee took into account various factors that would have an impact on the Company’s performance. To achieve target level performance in 2019 on the Cash Incentive Plan, constant currency revenue growth of 3% was required for Revenues and Adjusted EBITDA. Among other factors, the setting of these targets was informed by continued negative revenue and profit pressure from the Company’s second-largest operation, its U.K. business, which was impacted by recent reductions in the interchange rate earned on a majority of the Company’s revenues in that market. This U.K. market headwind was expected to be more than offset by growth expectations, particularly with financial institutions in the U.S., and continued expansion in Germany, Spain, and South Africa. The 2019 LTIP targets were established to require significant growth in cumulative Adjusted EBITDA over a three-year period. Additionally, for the 2019 LTIP, relative TSR was added as a performance metric. To achieve target-level payment on the relative TSR measure, the Company must perform at the 55th percentile level for select Companies in the S&P 600. Achievement on the relative TSR metric will be measured as of the end of 2021.
The Compensation Committee believes these metrics have properly balanced a long-term focus for executive management with the short-term execution that will be required to deliver durable performance over time.

2020 PROXY STATEMENT 55


EXECUTIVE COMPENSATION

Risk Assessment Related to Our Compensation Structure
We have reviewed our compensation policies and practices for all employees, including executive officers, and determined that our compensation policies, practices, and programs are not reasonably likely to have a material adverse effect on the Company. Moreover, we believe that several design features of our compensation programs and policies reduce the likelihood of excessive risk-taking.
The program design provides a balanced mix of cash and equity, annual and long-term incentives, and performance metrics.
Our 2019 Cash Incentive Plan has a cap of 200% of the target.
The performance-based RSUs under our 2019 LTIP have a cap of 200% of the target.
Our 2019 Cash Incentive Plan and the performance-based portion of our 2019 LTIP under the 2007 Plan are subject to our Clawback policy.
Our executive officers and directors are subject to share ownership requirements.
Our executive officers and directors are subject to our Insider Trading Policy, which prohibits hedging and pledging.
Compliance and ethical behaviors are integral factors considered in all performance assessments.
We set the proper ethical and moral expectations through our policies and procedures and provide various mechanisms for reporting issues.
We maintain an internal and external audit program, which enables us to verify that our compensation policies and practices are aligned with expectations.
We perform extensive financial analysis work before entering into new contracts or ventures, thus making it more difficult for individuals to act against our long-term interest by attempting to manipulate earnings results in the short term.
We have determined that, for all employees, our compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.

56 CARDTRONICS


EXECUTIVE COMPENSATION

Elements of Total Compensation
Principal Elements of Total Compensation
The table below summarizes the principal elements of our compensation program, the form in which each element is paid, the purpose or objective of each element, key features of the element, and any performance metrics associated with each element.
Elements
CEO
Other NEOs
Overview
 
 
 
 
Base Salary
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https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-pg54basesalaryotherneosa01.jpg
A competitive level of cash to attract and retain executive talent
Annual Cash Incentive
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https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-pg54annualcashincentiveother.jpg
Designed to motivate our executives to achieve annual financial goals and other business objectives
Total amount paid based on achievement of Revenue, Adjusted EBITDA and Adjusted Free Cash Flow metrics, and for NEOs other than the CEO, individual performance goals
Long-Term Incentive Plan
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Designed to motivate our executives to build long-term shareholder value
 
 
 
 
2019 LTIP comprised of the following:
Performance-Based RSUs
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Earned based on cumulative Adjusted EBITDA (50%) and relative TSR (50%) metrics over a three-year performance period
Time-Based RSUs
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Further tie the interests of our executives to shareholders and encourage a significant equity stake in the company and vest over three years
Stock Options
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2020 PROXY STATEMENT 57


EXECUTIVE COMPENSATION

Base Salary
In its review of the base salary of each of our Named Executive Officers for 2019, our Compensation Committee generally considered the market data available for the aforementioned peer groups, as applicable. Our Compensation Committee evaluated the results of the market data available and the performance of the executive. It made adjustments to the base salaries of certain Named Executive Officers, as deemed necessary, based on the various factors identified above under “Other Factors.”
The following table reflects annualized base salary amounts for our 2019 Named Executive Officers for 2019 and 2018:
Named Executive Officer
2019 Annualized
Base Salary

2018 Annualized
Base Salary

Percentage
Increase

Edward H. West

$750,000


$750,000


Gary W. Ferrera

$550,000


$550,000


Dan Antilley

$425,000


$425,000


Stuart Mackinnon

$400,000


$375,000

6.7
 %
Marc Terry

$459,669


$480,516

(4.3
)%
Mr. Mackinnon’s salary increased effective April 1, 2019, to align his pay with his increased responsibilities in 2019. Mr. Terry’s salary remained the same in pound sterling from 2018 to 2019, with the above-noted decrease resulting from yearly average exchange rate fluctuations. For 2019, Mr. Terry’s salary has been converted from pounds sterling to U.S. dollars using the yearly average exchange rate of approximately $1.28, compared to $1.33 for 2018.
Cash Incentive Plan
Each year, our Compensation Committee reviews and approves a non-equity incentive compensation plan (the “Cash Incentive Plan”). Under the Cash Incentive Plan, the Compensation Committee sets the threshold, target, and maximum payouts for each of our Named Executive Officers. These are dependent on the payouts at each level for each performance metric, which can vary by Named Executive Officer. Performance below the threshold for a metric will result in no incentive payout for that metric. See further details below under "2019 Cash Incentive Plan Performance Levels". For the 2019 Cash Incentive Plan, if each performance metric assigned achieved the same level, the threshold, target, and maximum annual incentive payout amounts for each Named Executive Officer would have been:
 
2019 Incentive Payout as a % of Base Salary
Named Executive Officer
at Threshold---------------at Target__________at Maximum
Edward H. West
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Gary W. Ferrera
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Dan Antilley
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Stuart Mackinnon
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image286.jpg
Marc Terry
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-image287.jpg

58 CARDTRONICS


EXECUTIVE COMPENSATION

Components of 2019 Cash Incentive Plan
Under the 2019 Cash Incentive Plan, two components factor into whether a participant’s award will be paid, as well as what level of the payout may be achieved: (i) performance qualifiers; and (ii) performance metrics (financial performance measures and, for our Named Executive Officers other than our CEO, individual performance goals).
Component
Description
 
 
 
 
Performance Qualifiers
Absolute prerequisites that must be met before we will make any payments under the Cash Incentive Plan.
Our compliance with all material public company regulations and reporting requirements for the fiscal year, the participant’s achievement of the minimum performance standards established by his superior or our Board, and completion of required corporate and compliance training as assigned.
 
 
 
 
 
 
 
 
Performance Metrics
Financial Performance Metrics
Key metrics designated as critical to our success.
Appropriate indicators of success and sustainable business performance that translate into increased shareholder value and are easily understandable and measurable.
2019 Metrics:
    Revenue(1)
    Adjusted EBITDA(2)
    Adjusted Free Cash Flow(3)
 
 
 
 
 
Individual Performance Goals
Apply to our NEOs, other than our CEO, whose payout under the Cash Incentive Plan is based solely on Company performance.
Intended to align the individual officers with the Company’s business strategies and objectives in each officer’s sphere of duties and control
Varied from individual to individual and include both objective and subjective measures of performance.
Examples include customer satisfaction metrics, achieving customer and new customer growth objectives, implementation of programs and systems, process and control improvements, and completion of development projects.
 
 
 
 
(1) 
Revenue is defined as “Total Revenues” on a U.S. GAAP basis, as reported in our 2019 consolidated financial statements or as reported in the division’s financial statements, defined and reported in the same manner as in our consolidated financial statements included in our Annual Report on Form 10-K.
(2) 
Adjusted EBITDA is a non-GAAP measure that excludes from Net Income depreciation expense, amortization of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses (if applicable in a particular period), certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’s obligations for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for non-controlling interests.
(3) 
Adjusted Free Cash Flow is a non-GAAP measure, which for incentive plan purposes is calculated as Adjusted EBITDA less payments for capital expenditures as reported in the statement of cash flows in our Annual Report on Form 10-K (filed with the SEC on March 2, 2020).
For a reconciliation of Net Income to Adjusted EBITDA and for other information concerning non-GAAP measures, see pages 57-61 of our Annual Report on Form 10-K (filed with the SEC on March 2, 2020). All Named Executive Officers incentive compensation is based on consolidated results (“Global” results), except for Mr. Terry, who also is compensated on results for our International division, which is defined as the combined Europe and Africa segment and the Australia and New Zealand segment as disclosed in our Annual Report on Form 10-K (filed with the SEC on March 2, 2020).

2020 PROXY STATEMENT 59


EXECUTIVE COMPENSATION

2019 Cash Incentive Plan Performance Levels
Financial Performance Metrics
For 2019, the Compensation Committee wanted to motivate management to achieve growth over the prior year and therefore decided to add a Prior Year level of achievement for Adjusted EBITDA, which approximates 2018 Adjusted EBITDA after adjusting for exchange rates. Performance below the threshold for a metric will result in no incentive payout for that metric. After achievement of the qualifying factors, a threshold level of performance for the Revenue and Adjusted Free Cash Flow metrics will result in 50% of the target opportunity being earned for those metrics and for the Adjusted EBITDA metrics will result in 30% of the target opportunity being earned for those metrics; performance at the Prior Year level for the Adjusted EBITDA metrics will result in 50% of the target opportunity being earned for those metrics; performance at the target level for a given metric will result in 100% of the target opportunity being earned for that metric; and performance at or above the maximum level for a given metric will result in 200% of the target opportunity being earned.
The following table provides (i) the 2019 pre-established threshold, prior year (as applicable), target and maximum performance levels for each of our financial performance metrics and (ii) our performance results for each metric, as adjusted for the effects of foreign currency exchange rate movements from the target, and other minor adjustments as called for in the Cash Incentive Plan.
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2019 actual performance
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Prior Year level of achievement for Adjusted EBITDA metric (see discussion above)
Performance Metric
Threshold____________Target_____________Maximum
 
(In thousands)
Global Revenue
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Global Adjusted EBITDA
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Global Adjusted Free Cash Flow
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International Revenue
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International Adjusted EBITDA
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-bar_intladjebitda.jpg
International Adjusted Free Cash Flow
https://cdn.kscope.io/4d031ca813612346131bd6e1ea7f2cea-bar_intladjcashflow.jpg
Individual Performance Goals
Grading of performance on the individual performance goals for our Named Executive Officers other than our CEO was determined as threshold, target, or maximum achievement, and was weighted for each executive based on importance. A threshold achievement resulted in no payout for that goal. The CEO provided an assessment of the achievement of these individual goals, which ranged from threshold to maximum achievement, and based on that input, and the Committee determined that each of these executives achieved their individual performance goals near or above target levels.

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