WESTERN UNION CO, DEF 14A filed on 3/31/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name THE WESTERN UNION COMPANY
Entity Central Index Key 0001365135
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 27, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]              
Pay vs Performance Disclosure, Table  
PAY VERSUS PERFORMANCE
    SUMMARY               AVERAGE
SUMMARY
  AVERAGE   VALUE OF INITIAL
FIXED $100 INVESTMENT
BASED ON:(4)
       
YEAR(1)   COMPENSATION
TABLE TOTAL
FOR
MCGRANAHAN
($000)(2)
  SUMMARY
COMPENSATION
TABLE TOTAL
FOR ERSEK
($000)(2)
  COMPENSATION
ACTUALLY PAID
TO
MCGRANAHAN
($000)(3)
  COMPENSATION
ACTUALLY
PAID
TO ERSEK
($000)(3)
  COMPENSATION
TABLE TOTAL
FOR
NON-PEO NEOS
($000)(2)
  COMPENSATION
ACTUALLY PAID
TO NON-PEO
NEOS
($000)(3)
  TOTAL
SHAREHOLDER
RETURN
($)
  PEER GROUP
TOTAL
SHAREHOLDER
RETURN
($)(5)
  NET
INCOME
($000)
  ADJUSTED
REVENUE
($000)(6)
2024   13,272.7   N/A   11,631.9   N/A   2,393.1   2,287.4   53.59   173.90   934.2   4,199
2023   9,966.9   N/A   7,603.1   N/A   2,034.2   1,916.0   55.70   133.20   626.0   4,470
2022   7,241.7   N/A   782.4   N/A   1,975.9   1,109.0   59.44   118.77   910.6   4,512
2021   14,117.4   10,834.6   9,871.5   639.4   3,277.1   1,402.5   72.40   132.75   805.8   5,012
2020   N/A   10,336.4   N/A   (7,515.9)   3,566.7   1,069.0   85.33   98.31   744.3   4,918
         
Company Selected Measure Name   Adjusted Revenue          
Named Executive Officers, Footnote  
(1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows:
  - 2024: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2024, and the Company’s other NEOs were: Matt Cagwin, Andrew Walker, Benjamin Adams, and Giovanni Angelini.
     
  - 2023: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2023, and the Company’s other NEOs were: Matt Cagwin, Andrew Walker, Benjamin Adams, Giovanni Angelini, and Jean Claude Farah.
     
  - 2022: Devin McGranahan served as the Company’s Chief Executive Officer for the entirety of 2022 and the Company’s other NEOs were: Matt Cagwin; Jean Claude Farah; Gabriella Fitzgerald; Benjamin Adams; and Raj Agrawal.
     
  - 2021: Devin McGranahan assumed the role of the Company’s Chief Executive Officer on December 27, 2021 and Hikmet Ersek served as Chief Executive Officer during 2021 through his December 27, 2021 retirement. The Company’s other NEOs for 2021 were: Raj Agrawal; Michelle Swanback; Jean Claude Farah; and Gabriella Fitzgerald.
     
  - 2020: Hikmet Ersek served as the Company’s Chief Executive Officer for the entirety of 2020 and the Company’s other NEOs for 2020 were: Raj Agrawal; Michelle Swanback; Jean Claude Farah; and Khalid Fellahi.
         
Peer Group Issuers, Footnote [Text Block]   The TSR Peer Group consists of the Standard & Poor’s Composite – 500 Financials Index (the “S&P 500 Financials Index”), an independently prepared index that includes companies in the financial services industry.          
Adjustment To PEO Compensation, Footnote  
CAP ADJUSTMENTS
YEAR   SUMMARY
COMPENSATION
TABLE TOTAL
($000)(
a)
  MINUS
GRANT DATE
FAIR VALUE
OF STOCK
OPTION AND
STOCK AWARDS
GRANTED
IN FISCAL YEAR
($000)(
b)
  PLUS
FAIR VALUE
AT FISCAL
YEAR-END OF
OUTSTANDING
AND UNVESTED
STOCK OPTION
AND STOCK
AWARDS
GRANTED IN
FISCAL YEAR
($000)(
c)
  PLUS/(MINUS)
CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND
UNVESTED
STOCK
OPTION AND
STOCK
AWARDS
GRANTED
IN PRIOR
FISCAL YEARS
($000)(
d)
  PLUS
FAIR VALUE
AT VESTING
OF STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
FISCAL
YEAR THAT
VESTED
DURING FISCAL
YEAR
($000)(
e)
  PLUS/(MINUS)
CHANGE IN
FAIR VALUE AS
OF VESTING
DATE
OF STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
PRIOR
YEARS FOR
WHICH
APPLICABLE
VESTING
CONDITIONS
WERE
SATISFIED
DURING
FISCAL YEAR
($000)(
f)
  MINUS
FAIR VALUE AS
OF PRIOR
FISCAL
YEAR-END OF
STOCK
OPTION
AND STOCK
AWARDS
GRANTED IN
PRIOR FISCAL
YEARS THAT
FAILED
TO MEET
APPLICABLE
VESTING
CONDITIONS
DURING
FISCAL YEAR
($000)(
g)
  PLUS
DOLLAR
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS
PAID ON
STOCK
AWARDS IN
FISCAL
YEAR AND
PRIOR TO
VESTING DATE
($000)(
h)
  EQUALS
COMPENSATION
ACTUALLY PAID
($000)
Devin McGranahan
2024   13,272.7   (10,202.8)   6,080.0   2,273.0     209.0       11,631.9
2023   9,966.9   (6,933.4)   6,285.0   (1,164.6)     (550.8)       7,603.1
2022   7,241.7   (5,007.1)   1,723.5   (2,527.5)     (648.2)       782.4
2021   14,117.4   (13,100.0)   8,854.1             9,871.5
Hikmet Ersek
2021   10,834.6   (8,200.0)   3,064.3   (5,871.4)     811.9       639.4
2020   10,336.4   (8,200.0)   4,865.4   (13,777.1)     (740.6)       (7,515.9)
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the Other NEOs, amounts shown represent averages.
(b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(d) Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(h) Represents the dollar value of any dividends or other earnings paid on stock awards in the indicated fiscal year and prior to the vesting date that are not otherwise included in the total compensation for the indicated fiscal year. The Company does not pay dividends or other earnings on unvested stock awards.
(i) See footnote 1 above for the NEOs included in the average for each year.
         
Non-PEO NEO Average Total Compensation Amount   $ 2,393,100 $ 2,034,200 $ 1,975,900 $ 3,277,100   $ 3,566,700
Non-PEO NEO Average Compensation Actually Paid Amount   $ 2,287,400 1,916,000 1,109,000 1,402,500   1,069,000
Adjustment to Non-PEO NEO Compensation Footnote  
Other NEOs (Average)(i)
2024   2,393.1   (1,290.7)   881.0   266.0     38.0       2,287.4
2023   2,034.2   (902.9)   850.5   (50.2)     (15.5)       1,916.0
2022   1,975.9   (1,297.4)   572.5   (164.7)     22.7       1,109.0
2021   3,277.1   (2,200.0)   1,115.4   (854.6)     64.6       1,402.5
2020   3,566.7   (2,412.5)   1,670.1   (1,693.2)     (62.1)       1,069.0
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the Other NEOs, amounts shown represent averages.
(b) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(c) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(d) Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(g) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.
(h) Represents the dollar value of any dividends or other earnings paid on stock awards in the indicated fiscal year and prior to the vesting date that are not otherwise included in the total compensation for the indicated fiscal year. The Company does not pay dividends or other earnings on unvested stock awards.
(i) See footnote 1 above for the NEOs included in the average for each year.
         
Compensation Actually Paid vs. Net Income  

3 CAP Versus Net Income

The chart below demonstrates the relationship between CAP amounts for our PEO and our other NEOs and our net income. Net income is not a component of our executive compensation program. Variations in the CAP amounts

 

for our PEO and other NEOs are due in large part to the significant emphasis the Company places on long-term incentives, the value of which fluctuates most significantly based on the vesting level of our PSU awards and changes in stock price over time.

         
Compensation Actually Paid vs. Company Selected Measure  

2 CAP Versus Adjusted Revenue (Company Selected Measure)

The chart below demonstrates the relationship between CAP amounts for our PEO and each of our NEOs and our adjusted revenue for the applicable fiscal year. Variations in the CAP amounts for our PEO and other NEOs are due in large part to the significant emphasis the Company places on long-term incentives, the value of which fluctuates most significantly based on the vesting level of our PSU awards and changes in stock price over time. As noted in the “Compensation Discussion and Analysis,” the Compensation Committee determined that adjusted revenue continues to be viewed as a core driver of the Company’s performance and

 

stockholder value creation and, accordingly, was utilized as a component in both the Annual Incentive Plan and long-term incentive program. While the average CAP for the other NEOs is relatively aligned with the Company’s adjusted revenue performance, the CAP for the PEO position was impacted by the vesting levels for PSUs in 2023. In addition, the CAP for the PEO position was impacted by actual financial performance levels in 2024 and the new hire grants received by Mr. McGranahan in 2021 in connection with the commencement of his employment and the CAP for Mr. Ersek in 2020 was impacted by the decline in the Company’s stock price from December 31, 2019 through December 31, 2020.

         
Total Shareholder Return Vs Peer Group  

1 TSR: Company versus Peer Group and CAP

As shown in the chart below, the Company’s five-year cumulative TSR for the period of 2020-2024 is less than the five-year cumulative TSR for companies included in our peer group TSR. While the average CAP for the other NEOs is relatively aligned with the Company’s TSR, the CAP for the PEO position was impacted by actual financial performance attainment levels in 2024 and vesting levels for PSUs in 2023. In addition, the CAP for the PEO position was impacted by the new hire grants received by Mr. McGranahan in 2021 in connection with the commencement of his employment and the CAP for Mr. Ersek in 2020 was impacted by the decline in the Company’s stock price from December 31, 2019 through December 31, 2020.

         
Tabular List, Table  

Adjusted Revenue
   
Adjusted Earnings Per Share
   
CMT Customer Retention
   
New Digital Customer Growth
   
Operational Efficiency
   
Total Stockholder Return
   
Company Stock Price
         
Total Shareholder Return Amount   $ 53.59 55.70 59.44 72.40   85.33
Peer Group Total Shareholder Return Amount   173.90 133.20 118.77 132.75   98.31
Net Income (Loss) Attributable to Parent   $ 934,200 $ 626,000 $ 910,600 $ 805,800   $ 744,300
Company Selected Measure Amount   4,199,000 4,470,000 4,512,000 5,012,000   4,918,000
PEO Name Devin McGranahan Devin McGranahan Devin McGranahan Devin McGranahan   Hikmet Ersek Hikmet Ersek
Non-PEO NEO [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   $ (1,290,700) $ (902,900) $ (1,297,400) $ (2,200,000)   $ (2,412,500)
Non-PEO NEO [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   881,000 850,500 572,500 1,115,400   1,670,100
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   266,000 (50,200) (164,700) (854,600)   (1,693,200)
Non-PEO NEO [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   0 0 0 0    
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   38,000 (15,500) 22,700 64,600   (62,100)
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   0 0 0 0   0
Non-PEO NEO [Member] | Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   $ 0 0 0 0   0
Measure [Axis]: 1              
Pay vs Performance Disclosure [Table]              
Measure Name   Adjusted Revenue          
Non-GAAP Measure Description [Text Block]   As noted in the “Compensation Discussion and Analysis,” for 2024, the Compensation Committee determined that adjusted revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the Annual Incentive Plan. Total adjusted revenue for 2024 represents revenue adjusted to exclude Argentina inflation and is shown on a constant currency basis, calculated assuming no changes in the currency exchange rates from 2023 currency exchange rates.          
Measure [Axis]: 2              
Pay vs Performance Disclosure [Table]              
Measure Name   Adjusted Earnings Per Share          
Measure [Axis]: 3              
Pay vs Performance Disclosure [Table]              
Measure Name   CMT Customer Retention          
Measure [Axis]: 4              
Pay vs Performance Disclosure [Table]              
Measure Name   New Digital Customer Growth          
Measure [Axis]: 5              
Pay vs Performance Disclosure [Table]              
Measure Name   Operational Efficiency          
Measure [Axis]: 6              
Pay vs Performance Disclosure [Table]              
Measure Name   Total Stockholder Return          
Measure [Axis]: 7              
Pay vs Performance Disclosure [Table]              
Measure Name   Company Stock Price          
Devin McGranahan [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount   $ 13,272,700 9,966,900 7,241,700 14,117,400    
PEO Actually Paid Compensation Amount   11,631,900 7,603,100 782,400 9,871,500    
Devin McGranahan [Member] | PEO [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   (10,202,800) (6,933,400) (5,007,100) (13,100,000)    
Devin McGranahan [Member] | PEO [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   6,080,000 6,285,000 1,723,500 8,854,100    
Devin McGranahan [Member] | PEO [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   2,273,000 (1,164,600) (2,527,500) 0    
Devin McGranahan [Member] | PEO [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   0 0 0 0    
Devin McGranahan [Member] | PEO [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   209,000 (550,800) (648,200) 0    
Devin McGranahan [Member] | PEO [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   0 0 0 0    
Devin McGranahan [Member] | PEO [Member] | Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount   $ 0 $ 0 $ 0 0    
Hikmet Ersek [Member]              
Pay vs Performance Disclosure [Table]              
PEO Total Compensation Amount         10,834,600   10,336,400
PEO Actually Paid Compensation Amount         639,400   (7,515,900)
Hikmet Ersek [Member] | PEO [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         (8,200,000)   (8,200,000)
Hikmet Ersek [Member] | PEO [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         3,064,300   4,865,400
Hikmet Ersek [Member] | PEO [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         (5,871,400)   (13,777,100)
Hikmet Ersek [Member] | PEO [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0   0
Hikmet Ersek [Member] | PEO [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         811,900   (740,600)
Hikmet Ersek [Member] | PEO [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         0   0
Hikmet Ersek [Member] | PEO [Member] | Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date [Member]              
Pay vs Performance Disclosure [Table]              
Adjustment to Compensation Amount         $ 0   $ 0
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

Policies and Practices Related to the Timing of Grants of Certain Equity Awards

The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee’s practice is to approve them at its meeting in February of each year as part of the annual compensation review and after results for the preceding fiscal year become available. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates.

During 2024, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC.

Award Timing Method In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted [Flag] true