Cardtronics DEF 14ADefinitive proxy

The following proposals are being submitted to shareholders for their consideration at the Annual Meeting in accordance with applicable requirements. Shareholders should be aware that, in connection with and following completion of the pending NCR Transaction, among other things, our board of directors, including such directors up for re-election at the Annual Meeting, may resign, our ordinary shares will cease trading on the Nasdaq Stock Market and Cardtronics will become a wholly-owned indirect subsidiary of NCR.

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 restrictions relating to COVID-19, please also note that the Board of Directors may not be present at this address, but expect to join telephonically.

With respect to the non-binding advisory votes in proposals 2, 5, and 6, 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.

The proxy materials include this notice, the proxy statement, our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2020, 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.

Sincerely,

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 operations or 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, which are available in our most recent Form 10-K and 10-Q filed with the SEC.

The following provides summary information about our directors.

Our Board is committed to overseeing social responsibility and corporate governance practices that promote sustainability, long-term value for shareholders, and foster a culture of transparency, trust, and accountability between the Company and our stakeholders.

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.

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.

The Company’s 2020 financial performance relative to established targets was heavily impacted by the COVID-19 pandemic, as the effects of government-mandated restrictions adversely impacted transaction volumes across all of our regions. During this challenging period, the Company strengthened its network by adding new partnerships with large financial institutions, retailers, and emerging financial technology companies, while also investing in infrastructure, security, and new software, which have unlocked new growth opportunities and reduced the capital intensity of the business. Additionally, the Company generated strong Adjusted Free Cash Flow (as defined in the Cash Incentive Plan) of $173 million for the year, enabling strong net debt reduction.

During 2020, the Company operated at a high level, delivered significant new customer growth and expansion, and strong cash flows.

Acting upon the recommendation of our Nominating & Governance Committee, our Board nominated Juli C. Spottiswood, Edward H. West and Rahul Gupta for election as Class II 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 II directors elected at the Annual Meeting will serve for a term to expire at the 2024 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 Juli C. Spottiswood, Edward H. West and Rahul Gupta as Class II 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 II 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:

Each of the Class II 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 II director nominee identified above is advisable and in the best interests of Cardtronics and our shareholders.

Below is information about our directors including, their ages as of the Annual Meeting date, Board class, specific experience, qualifications, attributes, and skills.

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.

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 Michelle Moore's resignation on December 31, 2020, and as permitted by our Articles of Association, the Board reduced the number of seats on the Board from nine to eight.

The term of our Class I directors expires at the 2023 Annual Meeting, the term of our Class II directors expires at the 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.

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.

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 before a candidate may join our Board.

From time to time, our Nominating & Governance Committee may request additional information from the nominee or the nominating shareholder.

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 2022 Annual General Meeting of Shareholders”.

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:

The table below provides the current composition of each committee of our Board:

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), Mr. Gupta and Mr. Phillips each qualify as an “audit committee financial expert” within the meaning of the SEC’s rules and regulations.

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.

During 2020, G. Patrick Phillips, Douglas L. Braunstein, Rahul Gupta, and Warren C. Jenson served on our Compensation Committee. During 2020, 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 the Compensation Committee of any other entity whose executive officers served as a director or member of our Compensation 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 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.

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.

Our Board held a total of 18 meetings (4 quarterly and 14 special meetings) during the year ended December 31, 2020. During 2020, the average attendance of all directors, excluding Douglas Braunstein, was more than 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.

Mr. Douglas Braunstein is both a director of the Company and the Managing Partner and Founder of HEC. HEC is an approximate 19.1% shareholder of the Company. Affiliates of HEC together with Apollo Global Management, Inc., had entered into a definitive acquisition agreement with the Company that was terminated on January 25, 2021, in connection with the acquisition agreement between the Company and NCR Corporation. As a result, Mr. Braunstein did not participate in 11 special meetings of the Board because in those meetings there were discussions or deliberations in respect of this proposed transaction.

Due to restrictions in travel and gatherings in May of 2020, all but one of our serving directors were not able to attend our 2020 annual meeting in person, however, all severing directors did attend via teleconference on May 13, 2020. 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.

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.

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.

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.

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, and may, from time to time, engage a third-party to assist with the assessment, including in 2020. 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, board succession planning, 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 are needed. In addition to the formal evaluation processes conducted on an annual basis, directors share perspectives, feedback, and suggestions year-round and our Board Chair speaks with each Board member from time-to-time and receives valuable input regarding Board and committee practices.

The Nominating & Governance Committee reviews the self-evaluation process from time-to-time to reflect best practices. During 2020, the Nominating & Governance Committee completed a comprehensive analysis of the Board's overall effectiveness and the effectiveness of each committee and engaged a third party to support the process. In 2021 the Chair of the Nominating & Governance Committee led the evaluation process.

The evaluation process involves the following steps:

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 as prescribed in each committee's Charter.

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 interacts with key leaders across the organization in both formal and informal settings.

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 alignment of the people, culture, and business strategies. This work directly serves the management priority of engendering employee pride, to ensure all employees understand the important roles they play in helping Cardtronics serve as a global champion of cash and payment choice in 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. Since 2018, this includes the encouragement of specific, values-driven behaviors, in line with our desired culture, to performance management and a portion of every employee’s compensation. These efforts have contributed to substantial employee engagement score improvements since 2018, and our Board firmly believes they reinforce our ability to attract, engage, and retain the talent needed for long-term success.

In sum, our Board takes an active 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.

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 2020, 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. These discussions generally included multiple Board members, 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, sustainability and climate risks, social matters, 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.

The Board recognizes the importance of Cardtronics’ role in enabling payment choice, and providing cash access in the communities it serves. We believe long-term value creation for our shareholders will be tied to our provision of a range of key services that benefit consumers, retailers, and financial institutions. 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 owner and operator in many of the world’s largest economies, we are well positioned to deliver value for the communities in which we serve. In 2020, we were proud to be able to serve a critical need – cash access for many throughout the pandemic and other emergency preparedness events.

The consumer financial services industry is currently undergoing a period of unprecedented change. Emerging technology and new types of consumer-oriented financial service companies are rapidly changing the competitive landscape. Traditional banks and financial institutions are under increasing pressure to evolve their business models to remain competitive. Despite all of these rapid changes in financial services, physical cash distribution for consumers is at the core of what Cardtronics does, and it remains valuable and vital to many around the globe.

Throughout 2020, Cardtronics prioritized ensuring cash availability at its ATMs – recognizing the importance of our role in serving the communities in which we operate. We advocated for the many people who relied on cash and were allies in the fight against anti-cash sentiment and discrimination against cash by merchants and businesses. We worked to educate various elected officials and government agencies on the importance of protecting cash as a consumer payment choice.

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.

The following table sets forth information as of December 31, 2020, concerning the compensation plans under which our equity awards are authorized for issuance, aggregated as follows:

The following table sets forth information regarding the beneficial ownership of our shares as of May 25, 2021, for:

The number of shares and the percentages of beneficial ownership are based on 45,284,943 shares outstanding as of May 25, 2021, and the number of shares owned and acquirable within 60 days of May 25, 2021, by the named person, with the exception of the amounts reported in filings on Schedule 13D, 13F and 13G, which amounts are based on holdings as of the date 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.

There are no family relationships among any of our directors or executive officers.

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, 2021.

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, 2021, has been approved by our Audit Committee. Our Audit Committee has reviewed and discussed the consolidated financial statements included in our Amended 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.

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, 2021, is advisable and in the best interests of Cardtronics and 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.

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.

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.

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.

In fulfilling its responsibilities, our Audit Committee has reviewed and discussed the consolidated financial statements contained in our Amended Form 10-K filing for the year ended December 31, 2020, 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.

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 Amended Form 10-K filing for the year ended December 31, 2020, for filing with the SEC.

Respectfully submitted by the Audit Committee of the Board of Directors of Cardtronics plc,

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 2, 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, 2021, 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.

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. Our 2020 audit fees also include amounts related to the consolidated financial statements required to be filed in the U.K. in accordance with International Accounting Standards. The audit-related fees in 2020 relate to SOC-1 services and due diligence procedures. Audit-related fees in 2019 relate to SOC-1 services. The tax fees in 2020 and 2019 relate to fees paid to KPMG LLP for tax compliance and 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 2020 were compatible.

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 2020 and 2019.

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.

There were no transactions or series of similar transactions since January 1, 2020, or any currently proposed transactions to which we are or were participants 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.

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, 2020, 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 2020, 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:

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.

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.

For 2020, to ensure ongoing focus on long-term performance, we maintained the executive equity award program design we implemented in 2019. Under this design, performance-based Restricted Stock Units (“performance-based RSUs”) use a three-year performance period, and executive equity awards are comprised of performance-based RSUs (50%), stock option awards (25%), and time-based RSUs (25%). Performance-based RSUs for 2020 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 a group of companies in the comparator group. We selected these long-term incentive metrics because we believe they are appropriate indicators of success and sustainable business performance. For the 2020 Cash Incentive Plan, after achieving strong 2019 results against objectives, the Committee set performance goals for Revenue and Adjusted EBITDA above the 2019 results to incentivize management to deliver growth in both metrics year-over-year.

Shortly after establishing these 2020 programs, with their associated performance goals, we experienced substantial and unexpected business impacts related to the COVID-19 pandemic. Our core priorities rightfully shifted to focus on protecting our employees’ safety and well-being while taking care of customers and ensuring the company’s long-term success. Our Compensation Committee and Board met with management regularly throughout the year to communicate our business goals and objectives to management and ensure they met these critical objectives.

During the second quarter, in the midst of the pandemic’s initial wave, management took a 20% salary reduction while our CEO took a 40% salary reduction to help ensure the Company continued to produce positive cash flows through this, especially challenging period. The Board of Directors also took a 40% reduction in their cash retainer fees. This voluntary financial sacrifice by management and the Board helped the Company achieve positive cash flow during the second quarter and successfully execute important financing activities. After assessing performance against all 2020 objectives, the Compensation Committee determined that it was prudent and necessary to exercise its discretion under the 2020 Cash Incentive Plan to approve a payout under the plan of approximately 50% of the established 2020 Cash Incentive Plan target amounts. The Compensation Committee also supported similar partial bonus payments to all bonus-eligible employees across the business. The Committee felt this exercise of discretion was appropriate and necessary to reward these individuals for effectively driving execution against our strategic objectives throughout and in spite of a global crisis, and to retain them and motivate their continued contributions to our long-term success.

We had insightful discussions throughout 2020 with many of our shareholders and value the feedback on our executive compensation programs and any potential pandemic impacts, along with many related topics, such as succession planning, human capital management, and inclusion and diversity. Based on the feedback we received from many of our largest shareholders, we believe our compensation plans have been structured to align with most of our shareholders’ views and objectives.

In early 2021, Cardtronics reached a definitive agreement to be acquired by NCR and the transaction has been approved by a substantial majority of our shareholders. The Compensation Committee and Board believe this is a positive development for Cardtronics shareholders, employees and customers, which validates the unique value of our business due to the diligent work of management.

We thank you for your past support and welcome your feedback on our program and practices.

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 recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement and our Amendment No. 1 on Form 10-K to the original Form 10-K filing for the fiscal year ended December 31, 2020 (the "Amended Form 10-K").

Respectfully submitted by the Compensation Committee of the Board of Cardtronics plc,

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, 2020 (collectively, the “Named Executive Officers” or "NEOs"). This CD&A also describes the actions and decisions of our Compensation Committee as it relates to 2020 compensation decisions.

For the year ended December 31, 2020, our Named Executive Officers were as follows:

Since 2018, senior management has focused the business on five strategic priorities, outlined below. While the Company's financial performance in 2020 was significantly impacted by the COVID-19 pandemic, management executed on Cardtronics' key priorities and evolved the business to gain transaction share and grow revenues and profits. During 2020, Cardtronics secured major new partnerships with leading retailers, financial institutions, and FinTech businesses while generating strong free cash flows. The following are a few notable business and financial highlights from 2020.

Adjusted Free Cash Flow, Adjusted EBITDA, Adjusted Net Income per Diluted Share and Net Debt are non-GAAP measures. Please see our Amended Form 10-K filing 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.

The Company’s 2020 financial performance relative to established targets was heavily impacted by the COVID-19 pandemic, as the effects of government-mandated restrictions adversely impacted transaction volumes across all of our regions. The Company, however, 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 $173 million for the year, enabling strong net debt reduction.

The Company's investments in infrastructure, security, and new software have unlocked new growth opportunities and reduced the capital intensity of the business. During 2020, the Company operated at a high level, delivered significant new customer growth and expansion, and strong cash flows.

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 2020 for our CEO and the average of our other NEOs is shown below.

While neither the 2019 or 2020 LTIP Performance-based RSUs resulted in a payout for 2020 due to their three-year performance periods, the performance-based RSUs granted due to Mr. West's promotion to CEO on January 1, 2018, resulted in a 198.4% payout, upon completion of the three-year performance period. These awards were earned solely by the Company’s achievement of relative TSR objectives compared to the TSR of companies in a comparator group (companies included in the S&P 600 Index with a market capitalization between $1 billion and $5 billion as of December 29, 2017).

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.

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.

To help assess the competitiveness of total compensation for each NEO, and as a reference point for 2020 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 “Peer Group”), and (ii) the proprietary Equilar database (the “Equilar Peer Group”). For purposes of review, the Compensation Committee utilized data from the 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 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 four 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 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.

Our Compensation Committee also believes that using the 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 2020. Instead, the peer group market data was used as general guidelines in our Compensation Committee’s deliberations.

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 2020, 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 2020 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 2020. Having recently repositioned the business to enhance focus on organic growth, the Committee felt that it was important to structure the 2020 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 2020, the Compensation Committee took into account various factors that would have an impact on the Company’s performance. To achieve target level performance in 2020 on the Cash Incentive Plan, constant currency revenue growth of 3% was required for Revenues and growth of 9% was required for Adjusted EBITDA. Among other factors, the setting of these targets was informed by continued negative revenue pressure from the Company’s second-largest operation, its U.K. business, which has been 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 2020 LTIP targets were established to require significant growth in cumulative Adjusted EBITDA over a three-year period. Additionally, consistent with the 2019 LTIP, relative TSR was included as an additional 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 2022.

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.

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 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.

In its review of the base salary of each of our Named Executive Officers for 2020, 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 2020 Named Executive Officers for 2020 and 2019:

All Named Executive Officers received a temporary salary reduction from April 1, 2020 through June 30, 2020 of 20%, except for Mr. West, who received a 40% temporary salary reduction for that same period, in response to business pressures due to the pandemic. These temporary salary reductions are not reflected in the table above. In line with benchmarking data, Mr. Ferrera, Antilley, and Mackinnon's salaries increased on July 1, contemporaneous with the lifting of salary reductions for all employees.

Each year, our Compensation Committee reviews and approves 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 generally results in no incentive payout for that metric. See further details below under "2020 Cash Incentive Plan Performance Levels". For the 2020 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:

The design of the 2020 Cash Incentive Plan included two primary components to determine whether and at what payout level a participant’s award would 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).

We established the 2020 Cash Incentive Plan and set the performance metrics and targeted achievement levels for our Named Executive Officers, discussed below, prior to the onset of the global COVID-19 pandemic. As a result of the unprecedented conditions across all of our markets and unexpected impacts of the pandemic, following the first quarter of 2020, we withdrew our financial outlook for the full year and shifted our goals to focus on the protection of our employees’ safety and well-being, taking care of customers and ensuring the company’s long-term success. Our Compensation Committee and Board met with management frequently throughout 2020 and communicated ongoing business goals and objectives for management to align with our strategic goals to navigate our people and our business through the global pandemic. The Board articulated specific focus areas and objectives, identifying performance outcomes for which management was responsible, which were viewed by the Compensation Committee and the Board in three periods:

Accordingly, for purposes of the 2020 Cash Incentive Plan, the Board evaluated management’s performance in these three time periods, each with separate and distinct performance objectives given fast-changing global circumstances.

During this early period, the Board’s core focus areas for management included meeting or exceeding planned and prior year metrics in the following areas:

The Company met and exceeded these goals, as 2020 began with very solid results, continuing the strong performance in the second half of 2019, driven primarily by performance in the United States. Our same-store withdrawal transactions in the United States grew by 6%, resulting in Consolidated Revenue growth of 8% and EBITDA growth of 32% for the two months ended February 2020. In these first two months of 2020, Adjusted EBITDA was 1.3% above our operating plan, driven largely by organic growth, resulting in strong margin expansion.

In this period, with the onset of the global pandemic, shelter-in-place requirements in all of the regions in which we operate, and prevailing global business uncertainty, our primary focus shifted to employee safety, well-being, and engagement, as well as long-term financial stability, liquidity preservation and cost reductions. As such, the Board identified the following management focus areas and empowered management to take immediate action to ensure the long-term success of the Company:

Management took swift, decisive, and effective action in the latter portion of the first quarter and throughout the second quarter of 2020 in response to the onset of the global pandemic, including the following key actions and results:

During this period, as pandemic-related restrictions fluctuated across countries where we operate, the primary focus shifted yet again as the Company reacted to the continuing impacts of the pandemic and the underlying successes and lessons learned from the first half of the year. The Board’s focus areas for management involved positioning the Company for long-term success and enabling near- and medium-term success via the following:

Once again, management was responsive, and effectively performed against these revised objectives, resulting in the following achievements:

In sum, management met or exceeded the updated business objectives set by the Board in each of the three designated performance periods in 2020.

As discussed above, the 2020 Cash Incentive Plan targets and performance metrics were established prior to the onset of the global pandemic. Our Compensation Committee also established the relative weighting of each performance metric for each Named Executive Officer, which were established in 2020 in connection with setting the 2020 performance goals prior to the onset of the global pandemic. Mr. West’s target was comprised of 33.3% Revenue, 33.3% Adjusted EBITDA and 33.3% Adjusted Free Cash Flow, in each case for Global performance, while the other Named Executive Officers’ (other than Mr. Hunt’s) targets were 25% Revenue, 25% Adjusted EBITDA, 25% Adjusted Free Cash Flow, in each case for Global performance, and 25% individual performance. Mr. Hunt’s target bonus was split between Global and North America financial performance goals with 8.3% Revenue, 8.3% Adjusted EBITDA, 8.3% Adjusted Free Cash Flow, in each case for Global performance, and 16.7% Revenue, 16.7% Adjusted EBITDA, 16.7% Adjusted Free Cash Flow, in each case for North America performance, and 25% individual performance.

The following table provides (i) the 2020 pre-established threshold, 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.

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.

Ultimately, due to the business disruption caused by the global pandemic, we did not achieve the financial targets that were initially established in the 2020 Cash Incentive Plan prior to the global pandemic. As noted above, however, management met or exceeded the revised and shifting objectives set by the Compensation Committee and the Board throughout 2020 to effectively manage and continue to transform the business to ensure its long-term success while also taking temporary salary reductions during the highly dynamic and uncertain second quarter of 2020 (20% salary reduction for executive management and most employees and 40% for the CEO). In spite of the substantial disruption caused by the global pandemic in 2020, management’s commitment and decisive actions allowed the Company to exit the year in a strong position financially and positioned for continued long-term growth. As a result, based on management’s performance against the full suite of 2020 strategic objectives discussed above, the Compensation Committee believed it was both prudent and necessary to exercise its discretion to reward management for its substantial effort and performance. Accordingly, the Committee determined to exercise its discretion provided under the 2020 Cash Incentive Plan by approving for all NEOs a payout of approximately 50% of the established 2020 Cash Incentive Plan target amounts (other than for Mr. Hunt whose payout at 100% of target was guaranteed under his employment agreement), 37.5% of which was based on Company performance and 12.5% was based on individual performance (other than for the CEO, whose payout was based entirely on Company performance), to incent them to remain and continue contributing to our success. For payout amounts, see the “Summary Compensation Table for 2020” under the “Bonus” column.

Our Compensation Committee approves our annual LTIPs, which are subject to the terms and conditions of the 2007 Plan and formalize specific details for the equity awards granted during the year. Our Compensation Committee has the sole authority to grant awards under the respective year’s LTIP to our Section 16 officers, as defined by the SEC, and our CEO has the authority to grant a limited number of awards (based on a pool approved each year by the Compensation Committee) to other employees that are not Section 16 officers.

The type and number of awards held by each of our Named Executive Officers as of December 31, 2020 that were granted pursuant to our 2007 Plan are described below in the “Outstanding Equity Awards at Fiscal 2020 Year End” section.

The 2020 LTIP provided for the grant of performance-based RSUs (with a 50% weighting), time-based RSUs (with a 25% weighting), and nonqualified stock options (with a 25% weighting) to executives, including the Named Executive Officers, with the exception of Mr. West, for whom the weighting was set by the Compensation Committee at 53% performance-based RSUs, 27% time-based RSUs, and 20% Options. The performance-based RSUs are earned based on cumulative performance achievement over three years with 100% vesting following performance achievement (as described more fully below). The time-based RSUs and the stock options vest one-third after 12, 24, and 36 months from January 31st of the grant year, subject to continued service through those vesting dates. For information regarding the fair value of these awards, see the “Stock Awards” column and the related footnotes of the “Summary Compensation Table for 2020” included in “Executive Compensation Tables” below.

As noted above, performance-based RSUs are earned based on achievement of results over a three-year performance period, measuring actual 2020, 2021, and 2022 cumulative performance relative to targets established based on the 2020 long-range operating plan. Performance-based RSUs are earned based on the achievement of an Adjusted EBITDA performance metric and a relative TSR performance metric, with each metric being equally weighted. Adjusted EBITDA is a non-GAAP measure calculated consistently with the definition included in our Amended Form 10-K filing as adjusted for the effects of foreign currency exchange rate movements from the target metrics and other minor adjustments as called for in the LTIP. Adjusted EBITDA was selected as a performance metric as we believe it is an appropriate indicator of success and sustainable business performance that translates into increased shareholder value and is easily understandable and measurable. For a reconciliation of Net Income to Adjusted EBITDA and for other information concerning non-GAAP measures, see pages 60 - 64 of our Amended Form 10-K filing. Relative TSR compares the Company’s TSR over the three-year performance period, to the TSR of companies in a comparator group, consisting of companies included in the S&P 600 Index with a market capitalization between $1 billion and $5 billion as of December 31, 2019. Relative TSR was selected as a performance 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.

If we achieve our Adjusted EBITDA and relative TSR performance levels at the threshold, target, or maximum levels of performance, then 50%, 100%, or 200% of the targeted number of performance-based RSUs will be deemed earned, respectively. If we meet the threshold for one metric, but not the other, all of the performance-based RSUs associated with the metric that did not achieve threshold performance will be forfeited, resulting in a 25% overall payout. Our Compensation Committee retains the right to make certain adjustments to actual performance results, similar to the Cash Incentive Plan.

Our Compensation Committee believes that providing executives with a long-term incentive opportunity that includes both time- and performance-based equity awards is competitive and allows us to attract and retain a talented executive team. In addition to serving as a retention tool, the 2020 awards were intended to incentivize the executives to focus on achieving certain levels of Adjusted EBITDA and share price performance, and therefore also align executive and shareholder interests.

In March 2020, in addition to approving the annual share pool limit for total number of awards available to be granted, our Compensation Committee awarded the following target number of awards under the 2020 LTIP to our Named Executive Officers:

For the relative TSR metric the Committee pre-established threshold, target and maximum performance levels at the 25th, 55th, and 75th percentile of the Comparator Group. Actual results achieved will be disclosed once the three-year results for the 2020 LTIP are finalized.

As discussed above, the performance-based RSUs vest following performance achievement. The time-based RSUs and the stock options vest one-third after 12, 24, and 36 months from January 31st of the grant year, with vesting contingent upon continued employment (or set to an employee’s qualified retirement date, if earlier).

In connection with Mr. West's promotion to CEO on January 1, 2018, the Committee granted Mr. West an award of 134,989 performance-based RSUs, which were earned solely by the Company’s achievement of relative TSR objectives over the three-year performance period ending on December 31, 2020 (“CEO Promotion Performance-based RSUs”). These relative TSR objectives compared the Company’s TSR over the three-year performance period, to the TSR of companies in a comparator group, consisting of companies included in the S&P 600 Index with a market capitalization between $1 billion and $5 billion as of December 29, 2017.

Upon achieving the above actual performance, Mr. West earned a final amount of 267,872 performance-based RSUs, which were distributed in 2021 upon the Committee approving the actual performance.

The Committee granted Mr. Hunt a one-time award of 5,394 time-based RSUs, which vests at the rate of 25% annually, beginning on January 31, 2021, in connection with the commencement of his employment with the Company on January 16, 2020.

We adopted a share ownership policy (the “Ownership Policy”) for senior executives and non-employee directors in August 2018, which requires such participants to maintain a stated level of share ownership in Cardtronics in order to align the interests of our senior executives and non-employee directors with those of our shareholders. The Ownership Policy is based on market trend information regarding executive and director share ownership policies, including design approaches, types of shares counted towards ownership, the time provided to participants to meet goals, and common multiples of base salary.

The Ownership Policy applies to our shares acquired by the participants on or after June 1, 2011, or the participant’s hire date, excluding shares acquired in the open market. Under the terms of the Ownership Policy, as of December 31, 2020, participants are required to attain at least the following target levels of share ownership in accordance with the terms of the Ownership Policy:

Prior to attaining the above target ownership levels, a participant is prohibited from selling, gifting or otherwise transferring more than 50% of any of the shares subject to the Ownership Policy, unless those shares are tendered to us or sold in order to cover payment of (i) a stock option exercise price or (ii) any state, federal or other income tax, payroll, social security and/or social insurance tax obligations that arise in connection with such shares. If a participant wishes to sell unrestricted Covered Shares in excess of the allowable amount and is under the target ownership level, the individual must request an exception and have it approved by our Compensation Committee, who has complete discretion to allow or disallow any such sales.

Participants are not subject to a time period to attain their target ownership level, since this will be achieved through the retention of a specified percentage of equity grants each year through our incentive plans. If a participant’s base salary results in an increased ownership requirement, the participant’s equity grants will continue to be subject to the holding requirement until the new applicable target ownership level is attained. It is anticipated that actual levels of share ownership will fluctuate over time based on the change in pay rates and the value of the underlying shares. Accordingly, on a periodic basis, our Compensation Committee will review the target ownership levels to determine if any adjustments are appropriate. Furthermore, in response to unusual circumstances and in its sole discretion, our Compensation Committee may grant temporary relief or a waiver to individuals and/or categories of participants so as to permit them to sell unrestricted shares covered by the Ownership Policy even if such sale results in that participant falling below his or her prescribed target ownership level. All of our Named Executive Officers are currently in compliance with the Ownership Policy.

In general, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) denies a federal income tax deduction to the Company group in the U.S. for compensation in excess of $1 million per year paid to certain employees (the “Covered Employees”). Covered Employees include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated officers for the taxable year. Any individual who is a Covered Employee in any tax year beginning after December 31, 2016, will remain a Covered Employee for all future years.

While the Committee considers tax deductibility in developing and implementing our compensation program, the Committee also believes it is important to maintain flexibility in administering compensation programs to promote varying Company goals. Therefore, amounts paid under any of our executive compensation programs may be subject to Section 162(m) limitation on deductibility.

The following table discloses the compensation paid to or earned by our Named Executive Officers serving during the applicable period: