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As filed with the Securities and Exchange Commission on March 14, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549​
​
SCHEDULE 14A
(RULE 14a-101)
​
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
​
Filed by the Registrant   ☒              Filed by a Party other than the Registrant   ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
​
☐
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to Section 240.14a-12
​
GLOBAL PAYMENTS INC.
​
(Name of Registrant as Specified in Its Charter)​
   
​
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)​
Payment of Filing Fee (Check the appropriate box):
☑
No fee required.
​
☐
Fee paid previously with preliminary materials:
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
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March 14, 2024
Dear Colleagues, Customers, Partners and Shareholders:
The board of directors and officers of Global Payments Inc. invite you to attend our 2024 Annual Meeting of Shareholders. The meeting will be held on Thursday, April 25, 2024, at 9:00 a.m. Eastern Daylight Time in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA. At the annual meeting, shareholders will be asked to vote on four proposals set forth in the Notice of 2024 Annual Meeting of Shareholders and the proxy statement following this letter.
On behalf of the board and management, we thank you for your support of the company and for your continued investment in Global Payments. In that spirit, we thought it appropriate to share with you several of the most important areas in which the board focused its attention in 2023.
Financial and Operating Performance
We delivered strong results for the full year 2023. Importantly, we saw consistent business performance throughout the year despite ongoing macroeconomic uncertainties, highlighting the durability and resiliency of our business model.
We also accomplished a great deal strategically last year as we successfully closed our acquisition of EVO Payments in March, which complements our strategy by providing further penetration into integrated payments, enhancing our B2B capabilities and expanding our exposure to stronger secular growth markets. Further, we completed the exit of our Netspend Consumer and Gaming Solutions businesses. These transactions represent important milestones as we seek to advance our strategy and operate a simpler business model centered on our core corporate and financial institution customer base.
New CEO and Executive Management Leadership
In June 2023, Jeff Sloan stepped down from the position of Chief Executive Officer of Global Payments. Mr. Sloan played a pivotal role in steering the company through his decade-long tenure, contributing to notable achievements and growth. We extend our sincere appreciation for his dedicated service and leadership.
Simultaneously, we announced the appointment of Cameron Bready as our new President and Chief Executive Officer. Mr. Bready brings a wealth of experience and a proven track record, having previously served as Global Payments’ Chief Financial Officer and, most recently, President and Chief Operating Officer.
In connection with his appointment, Mr. Bready also announced a re-constituted executive leadership team to guide the business going forward. These leaders have decades of experience both inside and outside our industry and will be instrumental in driving sustainable growth in our business and strengthening our culture.
There have also been thoughtful adjustments to our executive management team to ensure a seamless integration of fresh perspectives and skillsets. In June 2023, Dara Steele-Belkin was promoted to General Counsel and in January 2024, Shannon Johnston was promoted to the position of Chief Information Officer, succeeding Guido Sacchi who retired after nearly 13 years with the company. Dr. Sacchi leaves behind a remarkable legacy at the company and will be missed by the entire leadership team and his technology colleagues around the world. These promotions reflect Ms. Steele-Belkin’s and Ms. Johnston’s exceptional contributions to Global Payments and underscore our commitment to fostering internal talent.
Board of Directors
In October 2023, Kirsten Kliphouse joined our board as an independent director. Ms. Kliphouse brings to Global Payments decades of leadership, extensive knowledge of technology, information security and data privacy matters, as well as deep experience delivering growth and innovation to several of the world’s largest global organizations, most recently Google Cloud Americas. We are delighted to welcome Ms. Kliphouse to our board and look forward
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to her many contributions to our success in the coming years. With her appointment, we have added two new independent director nominees in less than two years.
Your vote is important to us, and we encourage you to read the proxy statement carefully and vote your shares per the instructions included herein. We are proud of our progress and achievements in 2023 and remain enthusiastic about the prospects for our business moving forward.
We look forward to seeing you on April 25.
​ Sincerely, ​ ​ ​ ​
​
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​ ​
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​
​ Cameron M. Bready
President and Chief Executive Officer 		​ ​ M. Troy Woods
Chair of the Board 		​
​
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Notice of 2024 Annual Meeting of Shareholders
​
Date and Time
​ ​
Thursday, April 25, 2024, at 9:00 a.m. Eastern Daylight Time
​
​
Place
​ ​
TSYS Riverfront Campus Auditorium
One TSYS Way
Columbus, GA 31901
​
Items of Business
​ ​
Voting Proposal
​ ​ ​
Board Recommendation
​ ​
​ ​
1.
Elect the twelve directors nominated by our board and named in the proxy statement.
​
•
Our board is made up of directors with diverse skills, qualities, attributes and experiences. In less than two years, we have added two new independent directors, who are nominated for reelection along with the rest of our board.
​
 ​ ​ ​
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​ ​
​ ​
2.
Approve, on an advisory basis, the compensation of our named executive officers for 2023.
​
•
Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to Global Payments’ future success for the long-term benefit of shareholders and reward them for doing so.
​
 ​ ​ ​
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​ ​
​ ​
3.
Ratify the reappointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
​
•
Deloitte & Touche LLP is an independent auditing firm with the required knowledge and experience to effectively audit the Company’s financial statements.
​
 ​ ​ ​
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​ ​
​ ​
4.
Act upon advisory shareholder proposal requesting the company to provide political spending disclosure, if properly presented.
​
•
The Company’s political activity is limited and all PAC donations are publicly disclosed. As a result of the extensive federal, state and local public disclosure requirements to which Global Payments is already subject, and because our political activity is limited, our board has concluded that ample public information exists regarding our limited political contributions to alleviate the concerns cited in this proposal.
​
•
Our Governance and Nominating Committee provides board level oversight over the Company’s political activity, contributions and expenditures.
​
 ​ ​ ​
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The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
​
Record Date:
​ ​
Close of business on March 1, 2024.
​
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On March 14, 2024, we first mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 1, 2024 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.
​
YOUR VOTE IS IMPORTANT
​
Submitting your proxy does not affect your right to vote at the annual meeting if you attend the meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on April 24, 2024.
When you submit your proxy, you authorize Cameron M. Bready, David L. Green and Dara Steele-Belkin, or any one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the proposals included herein in accordance with the recommendations by our board. The proxies, in their discretion, are further authorized to vote, subject to applicable law, on any adjournments or postponements of the annual meeting, for the election of one or more persons to the board of directors if any of the nominees becomes unable to serve or for good cause will not serve, on matters which the board does not know a reasonable time before making the proxy solicitations will be presented at the annual meeting, or any other matters which may properly come before the annual meeting and any postponements or adjournments thereto.
By Order of the Board of Directors,
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David L. Green
Senior Executive Vice President, Chief Administrative and Legal Officer, and Corporate Secretary
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Table of Contents
​ Proxy Statement Summary ​ ​ ​ ​ 1 ​ ​
​ ​ ​ ​ ​ 1 ​ ​
​ ​ ​ ​ ​ 1 ​ ​
​ ​ ​ ​ ​ 2 ​ ​
​ ​ ​ ​ ​ 2 ​ ​
​ ​ ​ ​ ​ 4 ​ ​
​ ​ ​ ​ ​ 4 ​ ​
​ ​ ​ ​ ​ 10 ​ ​
​ ​ ​ ​ ​ 14 ​ ​
​ ​ ​ ​ ​ 15 ​ ​
​ ​ ​ ​ ​ 15 ​ ​
​ ​ ​ ​ ​ 18 ​ ​
​ Questions and Answers About Our Annual Meeting and this Proxy Statement ​ ​ ​ ​ 21 ​ ​
​ Proposal One: Election of Directors for a One-Year Term ​ ​ ​ ​ 25 ​ ​
​ ​ ​ ​ ​ 25 ​ ​
​ Board of Directors, its Committees, Meetings and Functions ​ ​ ​ ​ 38 ​ ​
​ ​ ​ ​ ​ 38 ​ ​
​ ​ ​ ​ ​ 40 ​ ​
​ ​ ​ ​ ​ 41 ​ ​
​ ​ ​ ​ ​ 42 ​ ​
​ ​ ​ ​ ​ 43 ​ ​
​ ​ ​ ​ ​ 50 ​ ​
​ ​ ​ ​ ​ 52 ​ ​
​ ​ ​ ​ ​ 53 ​ ​
​ ​ ​ ​ ​ 53 ​ ​
​ ​ ​ ​ ​ 54 ​ ​
​ ​ ​ ​ ​ 55 ​ ​
​ Common Stock Ownership ​ ​ ​ ​ 56 ​ ​
​ ​ ​ ​ ​ 56 ​ ​
​ ​ ​ ​ ​ 57 ​ ​
​ ​ ​ ​ ​ 58 ​ ​
​ ​ ​ ​ ​ 59 ​ ​
​ Proposal Two: Advisory Vote to Approve the 2023 Compensation of Our Named Executive Officers ​ ​ ​ ​ 60 ​ ​
​ Compensation Discussion and Analysis ​ ​ ​ ​ 61 ​ ​
​ ​ ​ ​ ​ 62 ​ ​
​ ​ ​ ​ ​ 63 ​ ​
​ ​ ​ ​ ​ 64 ​ ​
​ ​ ​ ​ ​ 65 ​ ​
​ ​ ​ ​ ​ 66 ​ ​
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​ ​ ​ ​ ​ 66 ​ ​
​ ​ ​ ​ ​ 68 ​ ​
​ ​ ​ ​ ​ 72 ​ ​
​ ​ ​ ​ ​ 72 ​ ​
​ ​ ​ ​ ​ 73 ​ ​
​ ​ ​ ​ ​ 74 ​ ​
​ ​ ​ ​ ​ 74 ​ ​
​ ​ ​ ​ ​ 75 ​ ​
​ ​ ​ ​ ​ 75 ​ ​
​ Compensation of Named Executive Officers ​ ​ ​ ​ 76 ​ ​
​ ​ ​ ​ ​ 76 ​ ​
​ ​ ​ ​ ​ 79 ​ ​
​ ​ ​ ​ ​ 81 ​ ​
​ ​ ​ ​ ​ 84 ​ ​
​ ​ ​ ​ ​ 84 ​ ​
​ ​ ​ ​ ​ 85 ​ ​
​ ​ ​ ​ ​ 85 ​ ​
​ ​ ​ ​ ​ 85 ​ ​
​ ​ ​ ​ ​ 88 ​ ​
​ Pay for Performance ​ ​ ​ ​ 91 ​ ​
​ CEO Pay Ratio ​ ​ ​ ​ 96 ​ ​
​ Proposal Three: Ratification of Reappointment of Independent Registered Public Accounting Firm ​ ​ ​ ​ 97 ​ ​
​ ​ ​ ​ ​ 97 ​ ​
​ ​ ​ ​ ​ 99 ​ ​
​ ​ ​ ​ ​ 99 ​ ​
​ Proposal Four: Advisory Shareholder Proposal on Transparency in Political Spending ​ ​ ​ ​ 100 ​ ​
​ Additional Information ​ ​ ​ ​ 103 ​ ​
​ ​ ​ ​ ​ 103 ​ ​
​ ​ ​ ​ ​ 103 ​ ​
​ ​ ​ ​ ​ 103 ​ ​
​ Appendix A ​ ​ ​ ​ A-1 ​ ​
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Proxy Statement Summary
We provide below highlights of certain information in this proxy statement. As it is only a summary, please refer to the complete proxy statement and the 2023 Annual Report on Form 10-K before you vote. Information on the composition of our board of directors is presented based on data as of the date of this proxy statement.
2024 Annual Meeting of Shareholders
​
Date and Time:
​ ​ Thursday, April 25, 2024, at 9:00 a.m. Eastern Daylight Time ​
​ Place: ​ ​ TSYS Riverfront Campus Auditorium
One TSYS Way
Columbus, GA 31901 		​
​ Record Date: ​ ​ March 1, 2024 ​
​ Voting: ​ ​ Holders of our common stock as of the close of business on the record date may vote at the annual meeting. Each shareholder is entitled to one vote per share for each director nominee and one vote per share for each of the other proposals described below. ​
Proposals and Voting Recommendations
​ ​
Proposal
​ ​
Board Vote
Recommendation
​ ​
Page
Number
​ ​
​ ​
1 – Election of Twelve Directors
​ ​
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FOR each nominee
​ ​ ​ ​ 25 ​ ​ ​
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2 – Advisory Vote on Compensation of Our Named Executive Officers (NEOs) (“say-on-pay” vote)
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FOR
​ ​ ​ ​ 60 ​ ​ ​
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3 – Ratification of the Reappointment of Our Independent Registered Public Accounting Firm
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FOR
​ ​ ​ ​ 97 ​ ​ ​
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4 – Advisory Shareholder Proposal on Political Spending, if properly presented
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​ ​
AGAINST
​ ​ ​ ​ 100 ​ ​ ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 1
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General Information about the Company for 2023
Approximately 27,000 employees worldwide
Over 73 billion transactions
$9.65 billion in revenue​
$1.72 billion in operating income​
For a detailed discussion of our financial results for 2023, see our Annual Report on Form 10-K for the year ended December 31, 2023.
Performance Highlights
We have demonstrated sustained market outperformance over the past 10 years and long-term investors have experienced significant shareholder value growth. A $100 investment in our Company on December 31, 2013 would have been worth $403 on December 31, 2023. In 2023, the share price of Global Payments increased 28%, exceeding the S&P 500 index by 4 percentage points for the year.
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The graph compares the (i) total shareholder return (TSR) of the S&P 500 index and the S&P 500 Financials index; (ii) the TSR of our Company; and (iii) the composite average TSR of our peer group from December 31, 2013 through December 31, 2023.
2 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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2023 Business Goals
Our vision, culture and values all align and provide the critical foundation needed to achieve our business goals:
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GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 3
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Board and Corporate Governance Highlights
2024 Director Nominees Overview
Upon the recommendation of the Governance and Nominating Committee, the board has nominated 12 directors for election at the annual meeting, each to hold office until our next annual meeting of shareholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation or removal. All of the nominees are currently serving as directors of the Company.
​ ​ ​ ​
Name
​ ​
Tenure
​ ​
Principal
Occupation
​ ​
Non-
Employee
​ ​
Audit
Committee
​ ​
Compensation
Committee
​ ​
Governance
and
Nominating
Committee
​ ​
Technology
Committee
​
​
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​ ​
M. Troy
Woods
​ ​
4.5
Years
​ ​
Chair of the Board
​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
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​ ​
Cameron M.
Bready
​ ​
1
Year
​ ​
President and Chief Executive Officer, Global Payments Inc.
​ ​
No
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
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​ ​
Connie D.
McDaniel
Lead
Independent
Director
​ ​
4.5
Years
 
 
 
​ ​
Vice-Chair of the Board, Virtus Mutual Fund Family
​ ​
Yes
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F. Thaddeus
Arroyo
​ ​
4.5
Years
​ ​
Chief Strategy & Development Officer, AT&T, Inc.
​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​
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Robert H.B.
Baldwin, Jr.
​ ​
8
Years
​ ​
Former Vice-Chair, Heartland Payment Systems, Inc.
​ ​
Yes
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​ ​ ​ ​ ​ ​ ​
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John G.
Bruno
​ ​
10
Years
​ ​
President and Chief Operating Officer, Xerox Holdings Corporation
​ ​
Yes
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​
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Joia M.
Johnson
​ ​
4.5
Years
​ ​
Former Chief Administrative Officer, Hanesbrands Inc.
​ ​
Yes
​ ​ ​ ​ ​
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4 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​ ​ ​ ​
Name
​ ​
Tenure
​ ​
Principal
Occupation
​ ​
Non-
Employee
​ ​
Audit
Committee
​ ​
Compensation
Committee
​ ​
Governance
and
Nominating
Committee
​ ​
Technology
Committee
​
​
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​ ​
Kirsten
Kliphouse
​ ​
0.5
Years
​ ​
Former President of Google Cloud Americas
​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
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​
​
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​ ​
Ruth Ann
Marshall
​ ​
17.5
Years
​ ​
Former President of Americas, MasterCard International
​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​
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​ ​
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​
​
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​ ​
Joseph H.
Osnoss
​ ​
1.5
years
​ ​
Managing Partner, Silver Lake
​ ​
Yes
​ ​ ​ ​ ​
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​ ​ ​ ​ ​
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​
​
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​ ​
William B.
Plummer
​ ​
7
Years
​ ​
Former Executive Vice President & Chief Financial Officer, United Rentals Inc.
​ ​
Yes
​ ​
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​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
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​ ​
John T.
Turner
​ ​
4.5
Years
​ ​
Member of the Board, W.C. Bradley Co.
​ ​
Yes
​ ​
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​ ​ ​ ​
​
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Chair
​ ​ ​ ​ ​
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Member
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GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 5
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Director Nominee Demographics
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​
Refreshed board composition and leadership
55% of non-employee director nominees and
75% of committee chairs are diverse in gender and/or race/ethnicity
​
6 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Director Qualifications
The board annually reviews directors’ skills and expertise to ensure the board represents a diverse skill set oriented to the historical and emerging needs of the business. The board has identified the following key qualifications and experience that are important to be represented on the board as a whole. Information regarding each nominee’s skills and qualifications can be found within their individual biographies on pages 26-37.
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GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 7
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Skills Definitions:
​
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Leadership and Senior Management Experience
demonstrated breadth and depth of management and leadership experience
​
​
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Public Company Experience
experience with public company reporting responsibilities and the issues commonly faced by public companies
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Industry Experience
experience in the financial services or payments industry
​
​
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Risk Management, Compliance
and Governance
experience in risk management, compliance and governance
​
​
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​ ​
Strategic Planning and Mergers
and Acquisitions
experience in strategic planning, business development and mergers and acquisitions
​
​
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​ ​
Accounting and Finance
experience in corporate finance, financial accounting or financial management
​
​
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Technology and Cybersecurity
experience with cybersecurity, information technology or digital transformation, or relevant innovation (including with new technologies, product development or scientific research)
​
​
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Sustainability
experience with environmental sustainability and companies’ commitments and capabilities to minimize their environmental footprint, manage their energy consumption, and limit waste
​
​
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Human Capital Management
experience in recruitment, retention, succession planning for key roles, and development and compensation matters for employees, including those with diverse skills and backgrounds
​
​
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Global Business Experience
international experience (such as living and working or having responsibilities for businesses outside of the United States) and understanding of the culture of countries outside of the United States
​
​
8 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Board and Corporate Governance Highlights
We have adopted leading governance practices that establish strong independent leadership in our boardroom and provide our shareholders with meaningful rights.
​ BOARD STRUCTURE AND INDEPENDENCE ​
​
•
Non-employee Chair of the Board who oversees the board’s activity, including leading board meetings, fostering board cohesion and participation, and working with the CEO and Lead Independent Director to create board agendas
​
•
Lead Independent Director has a strong role and significant governance duties, including chairing all executive sessions of independent directors
​
•
Eleven out of twelve director nominees are non-employees
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•
Ten out of twelve director nominees are independent
​
•
Annual election of directors
​
 ​ ​ ​
•
Non-employee directors meet without management present
​
•
Independent directors meet without management and non-independent directors present
​
•
Each director attended 75% or more of the meetings of the board and the committees on which he or she served
​
•
Fully independent Audit, Compensation, Governance and Nominating, and Technology Committees
​
•
2 new independent director nominees added to the board since 2022; 6 since 2019
​
 ​
​ SHAREHOLDER RIGHTS ​
​
•
Proxy access for shareholders
​
•
Majority voting for directors in uncontested elections
​
 ​ ​ ​
•
No supermajority voting requirements
​
•
15% threshold for shareholders to call a special meeting
​
 ​
​ BOARD OVERSIGHT ​
​
•
Board and its committees exercise oversight of the Company’s enterprise risk management (ERM) program
​
•
Dedicated board meeting focused on Company strategy
​
•
Open access to senior management and information
​
•
Proactive and strategic board and senior management succession planning
​
 ​ ​ ​
•
The Audit Committee oversees the integrity of the Company’s financial statements and legal and regulatory compliance
​
•
The Governance and Nominating Committee oversees sustainability matters, which include environmental, social and corporate responsibility issues
​
•
The Compensation Committee assists the board in its oversight of human capital management, diversity, equity and inclusion (DEI)
​
 ​
​ STRONG TECHNOLOGY, CYBER SECURITY AND PRIVACY OVERSIGHT ​
​
•
The Technology Committee oversees the Company’s Information Security Program and enterprise risk exposure associated with our technology and information security practices
​
•
Chief Information Security Officer (CISO) reports directly to the Technology Committee
​
•
Centralized Privacy Office, led by our Chief Privacy Officer, provides world-wide compliance support to project and technology teams with detailed privacy analysis
​
 ​ ​ ​
•
The Company’s Internal Privacy Policy, together with associated standards and procedures, provides a comprehensive compliance framework to inform and guide the handling of personal data within the organization, as well as external sharing and data transfer.
​
•
Cyber-risk insurance policy aligns with our business objectives and customer expectations
​
•
For a description of our cybersecurity practices, see our Annual Report on Form 10-K
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 9
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​ STRONG CORPORATE GOVERNANCE PRACTICES ​
​
•
Annual robust board and committee self-evaluations, including Chair interviews
​
•
Over-boarding restrictions
​
•
Significant stock ownership requirements for our NEOs, other members of senior management and directors
​
•
Mandatory board of directors retirement age of 75
​
•
Robust Code of Business Conduct and Ethics for employees and directors
​
 ​ ​ ​
•
Director orientation program to complement the recruitment process
​
•
“Rooney-Rule” approach for seeking women and under-represented minority candidates to include in the initial pool from which board nominees are chosen
​
•
Annual Global Responsibility Report disclosing our performance, progress and strategy on key sustainability and governance topics
​
•
Net zero carbon emissions commitment by 2040
​
 ​
Shareholder Outreach
We believe in providing transparent and timely information to our investors. Our senior management, including our President and Chief Executive Officer, our Chief Financial Officer and our professionals in our Investor Relations department, routinely provide information to and receive feedback from our investors in a wide variety of formats. To the extent we receive shareholder proposals in connection with a given year’s annual meeting of shareholders, we also typically include a discussion of those proposal topics in our engagements for the following year. Feedback received through management’s discussions with investors, as well as engagement with proxy advisory firms that represent the interests of a wide array of shareholders, is reported to and discussed with the board. In addition, many of the changes to our sustainability, governance and compensation programs implemented over the last several years have been directly informed by views and insights gathered through our prior engagement efforts and our review of current market practices.
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The table below provides a snapshot of our ongoing engagement process and outcomes.
​
[MISSING IMAGE: ic_engage-pn.jpg]
​ ​
Who We Engage:
•
Institutional shareholders
​
•
Sell-side analysts
​
•
Retail shareholders and shareholder advocates
​
•
Fixed income investors
​
•
Proxy advisory firms
​
 ​
​
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​ ​
How We Engage:
•
Quarterly earnings calls
​
•
Investor conferences
​
•
Annual shareholder meetings
​
•
Investor roadshows, on-site visit and virtual meetings
​
•
One-on-one meetings
​
 ​
​
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​ ​
How We Communicate:
•
Annual report
​
•
Proxy statement
​
•
SEC filings
​
•
Press releases
​
•
Company website
​
•
Investor presentations
​
•
Global Responsibility Report
​
 ​
​ ​
2023-2024 Engagement:
Our senior management presented at 11 sell-side hosted investor events and met with investors representing over 55% of our shares outstanding throughout 2023 to discuss the Company’s performance and short and long-term strategic direction.
We invited shareholders representing approximately 60%, and met with shareholders representing approximately 40%, of our shares outstanding to discuss matters that were presented at our 2023 annual shareholder meeting, including our executive compensation program and the shareholder proposal on ratification of termination pay.
We completed a perception study to gain valuable perspective from our shareholders, which, together with feedback from our annual shareholder engagement, informed board discussions through the second half of 2023 and early 2024.
In response to the current year’s shareholder proposal, we engaged with the proponent to provide a comprehensive overview of our policies and practices concerning political contributions. This underscores our commitment to transparency and responsiveness to shareholder concerns, ensuring a thorough understanding of our approach to political contributions.
​
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 11
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​
Shareholder Proposal on Ratification of Termination Pay
At our 2023 annual meeting, we received a shareholder proposal requesting the board seek shareholder approval of severance and termination payments exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus. The board recommended against the shareholder proposal.
60% of the votes cast at the annual meeting opposed the shareholder proposal.
​
​
What We Heard
​ ​ ​
Actions Taken Following Shareholder Engagement
​
​
Shareholders did not express concerns with any actual historical severance or separation payments made by Global Payments to former executives.
A significant majority of shareholders with whom we engaged did not endorse the shareholder proposal, some noting the existing say-on-pay vote mechanism offers substantial safeguards, enabling shareholders to effectively communicate their perspectives on executive compensation, including considerations related to severance or termination payments.
Some shareholders did express interest in providing some protection against extreme payouts in the future, but generally indicated that such limitations should apply only to an executive’s cash severance payments.
No investor we engaged with requested the inclusion of equity in the cap calculation.
​ ​ ​
•
Historically, Global Payments has never made a severance or separation cash payment to an executive exceeding 3 times such executive’s cash compensation. In addition, the employment agreements of our NEOs are publicly available and do not provide, under any circumstance, for a severance or separation cash payment exceeding 3 times such executive’s cash compensation.
​
•
Over the last decade, our major shareholders have not raised criticism regarding any severance payments provided to an NEO.
​
•
As part of our commitment to good corporate governance and to support the continued alignment of our executive compensation program with shareholder interests and best practices, the Compensation Committee worked closely with our independent compensation consultant to conduct a comprehensive review of our program, and in particular our severance arrangements. We validated that our NEOs’ current severance arrangements are aligned with market practice.
​
 ​
​
Director Overboarding
​
​
What We Heard
​ ​ ​
Actions Taken Following Shareholder Engagement
​
​
Some shareholders expressed concern with overboarding for Mr. Osnoss.
​ ​ ​
•
The Governance and Nominating committee has carefully considered the time commitment and responsibilities associated with directorship, ensuring that each director, including Mr. Osnoss, can effectively contribute to our Company without compromising their effectiveness elsewhere.
​
•
We have provided more detailed disclosures in this proxy statement regarding how we evaluate our directors’ performance and commitment to our Company, including other board commitments, and especially as it pertains to Mr. Osnoss.
​
•
Our Governance and Nominating Committee reviews annually the board service of any director whose board memberships exceed those permitted under our Corporate Governance Guidelines prior to re-nominating such director for election.
​
 ​
​
Director Composition and Refreshment
​
​
What We Heard
​ ​ ​
Actions Taken Following Shareholder Engagement
​
​
Board composition and refreshment are important to shareholders, particularly as it pertains to diversity of individuals and perspectives.
​ ​ ​
•
In alignment with our dedication to continue strengthening diversity on our board, in October 2023, the board appointed Kirsten Kliphouse as a member of the board and its Technology Committee.
​
•
Looking ahead to the 2024 annual meeting of shareholders, of the twelve director nominees, four are women and six directors overall are diverse in gender and/or race/ethnicity. Each nominee contributes a unique array of perspectives, skills and expertise, as further described on pages 26-37.
​
 ​
12 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
Compensation
As described in detail in our prior year proxy statement, following a low say-on pay vote in 2022, our Compensation Committee performed a holistic review of our executive compensation program, and balancing shareholder feedback, the Company’s performance and a recommendation from our independent compensation consultant, made several updates to our executive compensation program in 2023 to maintain the alignment of our program with our strategic objectives.
​
​
What We Heard
​ ​ ​
Actions Taken Following Shareholder Engagement
​
​
Investor feedback to the updates we made to our 2023 executive compensation program has been overwhelmingly positive, with investors also expressing appreciation for the increased transparency in our disclosures on executive compensation target matters.
​ ​ ​
•
Elimination of adjusted EPS as a duplicate metric.
​
•
Maximum payout opportunity for performance units (also referred to as PSUs herein) reduced from 400% to 200% of target.
​
•
Improved disclosure of PSU outcomes, actual adjusted EPS performance.
​
•
No one-time grants or special awards to NEOs.
​
 ​
​
Some shareholders suggested that the Compensation Committee evaluate eliminating adjusted EPS as a metric for determining long-term compensation in favor of ROIC.
​ ​ ​
•
The Compensation Committee took all investor feedback into account when reviewing the design of our 2024 compensation programs and CD&A.
​
•
The Compensation Committee reviewed the PSU construct, and, considering market practice, determined to retain adjusted EPS as the sole metric for 2024 PSU awards to drive continued focus on long-term shareholder return, but determined that it would continue to evaluate supplemental PSU metrics in future periods.
​
 ​
​
Related to PSU awards, some investors commented that reducing the maximum payout opportunity to 200% is less impactful if the TSR modifier is also reduced from 50% to 25%.
​ ​ ​
•
The Compensation Committee considered this feedback and determined that this is the right balance for the Company, also noting that the 200% payout opportunity is aligned with market practices.
​
 ​
​ For STI performance metrics, there is not a meaningful increase between the target threshold (100% payout) and the maximum threshold (200% payout). ​ ​ ​
•
The Compensation Committee evaluates the thresholds for the STI performance metrics annually and makes adjustments where appropriate based on a number of factors, including discussions with the independent consultant.
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 13
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Compensation Philosophy
Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to Global Payments’ future success for the long-term benefit of shareholders and team members and reward them for doing so. Accordingly, our board and Compensation Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief.
Compensation Practices
​
We Do:
​ ​ ​
We Do Not:
​
​
☑
Tie pay to financial and share price performance
​
☑
Employ robust goal-setting process to align goals with Company strategy
​
☑
Retain an independent compensation consultant
​
☑
Benchmark against our peer group
​
☑
Conduct an annual say-on-pay vote
​
☑
Adjust performance goals under our short-term incentive plan to reflect acquisition impacts
​
☑
Require Compensation Committee certification of performance results for purposes of NEOs’ compensation
​
☑
Employ “double-trigger” change-in-control compensation
​
☑
Maintain a comprehensive clawback policy that requires the Company to recover incentive compensation in the event of an accounting restatement
​
☑
Impose minimum stock ownership thresholds as a percentage of base salary (CEO, 600%; all other NEOs and members of the executive leadership team, 400%) and holding periods until such thresholds are met
​
 ​ ​ ​
☒
Provide for excise tax gross-ups
​
☒
Permit hedging or pledging of our stock
​
☒
Re-price or discount stock options or SARs
​
☒
Permit liberal share recycling or “net share counting” upon exercise of stock options or SARs
​
☒
Pay dividend equivalent rights on PSUs
​
☒
Provide excessive perquisites, benefits or severance benefits
​
☒
Count unexercised options (vested or unvested) and unearned PSUs towards satisfaction of stock ownership guidelines
​
 ​
14 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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How our Compensation Program Supports our Business Strategy
​ ​ ​ ​
Core Component
​ ​
Objective Features
​ ​
Page
​ ​
​
Salary
​ ​ Base Salary ​ ​
Base salaries are intended to provide compensation consistent with our NEOs’ responsibilities, experience and performance in relation to the marketplace.
​ ​ ​ ​ 66 ​ ​ ​
​
Short-Term
Cash Incentives
​ ​
Annual Cash Incentives
​ ​
Our annual performance plan rewards short-term Company performance, while
aligning the interests of our NEOs with those of our shareholders. Our annual cash
incentives are based on annual financial performance objectives established by the
Compensation Committee.
​ ​ ​ ​ 66 ​ ​ ​
​
Long-Term Equity Incentives
​ ​ Performance Units ​ ​
Performance units are performance-based restricted stock units that may convert
into a number of unrestricted shares depending on the achievement of
performance goals over a multi-year period. PSUs incentivize the achievement of
long-term performance objectives to align our NEOs’ economic interests with those
of our shareholders.
​ ​ ​ ​ 69 ​ ​ ​
​ Stock Options ​ ​
Stock options vest in equal installments on each of the first three anniversaries of
the grant date. Stock options are intended to provide a strong incentive for creation
of long-term shareholder value, as stock options may be exercised for a profit only
to the extent the price of our stock appreciates after the grant date.
​ ​ ​ ​ 70 ​ ​ ​
​ Restricted Stock ​ ​
Restricted stock granted as part of our annual compensation program vests in equal installments on each of the first three anniversaries of the grant date. Time-based restricted stock provides a retentive element to our compensation program, while tying the value of the award to the performance of our stock.
​ ​ ​ ​ 70 ​ ​ ​
2023 Compensation Highlights
The following charts show the mix of total target compensation in 2023 for Mr. Bready and the average of the other continuing NEOs, as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.
[MISSING IMAGE: pc_ceo-4c.jpg]
Commitment to Sustainability and Corporate Responsibility
Global Payments recognizes its responsibility as a global corporate citizen to operate in a responsible and sustainable manner. We prioritize transparency in our actions and reporting, including reporting sustainability information using the Sustainability Accounting Standards (SASB) and Task Force on Climate-Related Financing Disclosures (TCFD) frameworks in our Global Responsibility Report.
In 2023, we published our annual Global Responsibility Report (which is not incorporated into this proxy statement), which sets forth our four Global Responsibility Pillars of Culture & Values, Environmental Sustainability, Community Impact and Corporate Responsibility. The following reflects a summary of these policies and recent initiatives.
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 15
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Sustainability and Corporate Responsibility Oversight
Our board oversees our integrated sustainability strategy and activities at both the full board and committee levels, with the Governance and Nominating Committee having formal oversight of the Company’s sustainability and corporate governance activities, as reflected in the committee’s charter.
To advance our sustainability initiatives, our steering committee, a cross-functional management committee of the Company, reports to the Governance and Nominating Committee on sustainability matters. This management steering committee serves as a central coordinating body facilitating our integrated sustainability strategy and reporting efforts. In addition, our Compensation Committee oversees our strategies and policies related to human capital management, and assists our full board with oversight with respect to our DEI efforts. Our Chief Human Resources Officer and/or our Chief Diversity Officer report at least twice a year to the full board on DEI as a component of corporate culture.
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Leadership Development, Culture and Human Capital Management
Our overall workforce strategies are developed and managed by our Chief Human Resources Officer, who reports to our President and CEO. More broadly, the board and the Compensation Committee provide oversight on certain culture and human capital management topics, including DEI and succession plans for critical talent.
We regularly engage with our team members through a variety of forums, including periodic surveys, to help us understand their perspectives related to workplace culture, engagement, talent management and well-being and to inform our human capital strategies and initiatives. In 2023, following our CEO transition, we conducted a comprehensive enterprise-wide employee survey to enable our new executive leadership team to receive feedback on both what we do well and potential areas of improvement. The results of all of these different methods of interactions are also leveraged to further develop our talent management initiatives. Moreover, the board also reviews this critical feedback and receives updates on management’s plans in response thereto.
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To support the realization of our vision and demonstrate our commitment to our employees, we have established the following mission, vision and values:
​
Mission
​ ​
 
​ ​
Vision
​
​ To empower digital transformation with payment and software solutions that elevate commerce experiences and enhance business operations ​ ​ ​ ​ ​ To enrich lives around the world by making commerce effortless for businesses and consumers ​
​
Values
​
​
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​ ​
Passion
We are deeply committed to serving our customers and supporting our team members and communities
​ ​
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​ ​
Excellence
We deliver outstanding quality in all that we do with a high degree of integrity, pride and professionalism
​
​
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​ ​
Accountability
We are trusted to always do the right thing and are responsible for our outcomes
​ ​
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​ ​
Ingenuity
We are solution oriented and innovation focused
​
​
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​ ​
Care
We are kind, compassionate, inclusive and empathetic
​ ​ ​ ​ ​ ​ ​
Talent Management and Retention
We place an emphasis on attracting and retaining premier and diverse team members and having a workforce that reflects the communities in which we work and live around the world. To that end, we have implemented programs and initiatives focused on enriching new hire experiences, developing team members through extensive training and professional development opportunities, including mentorship and leadership programs, promoting team members’ wellness and safety, and providing flexible work arrangements. Furthermore, we offer comprehensive and competitive pay and benefits packages, including paid parental leave, team member assistance, savings and retirement programs and equity-based awards that vest over a period of time to support retention of key contributors. We also strive to celebrate and recognize the efforts of all of our team members through a combination of programs, including team appreciation activities and awards programs to honor top performers and notable contributors. Over the past several years, we have also made significant investments in modernizing our operating environments and technologies to include cloud-based systems and collaboration tools that support day-to-day execution.
Health and Well-Being
The success of our business is connected to the well-being of our team members. Accordingly, we are committed to the health, safety and wellness of our team members worldwide, and we provide team members with various health and wellness programs and benefits, including employee education and assistance programs that focus on physical, financial, social and emotional resources.
Employee Growth and Development
Our strategy to develop and retain the best talent includes an emphasis on team member development and training. We provide a variety of training and development opportunities to team members globally, including our online training platform that contains a vast array of tools and application resources for all team members to build learning experiences and skills. In order to help our team members strengthen the skills and behaviors needed for career advancement, our performance management program enables team members to drive their development with a focus on growth, performance, and well-being through regular meetings with their leaders.
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 17
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2023 Sustainability and Corporate Responsibility Highlights
Throughout the year we made significant progress towards our objectives. Some highlights across these objectives include:
Human Capital Management and Culture
☑
Disclosed in our annual Global Responsibility Report voluntary team member attrition rate details.
​
☑
Completed a company wide global employee survey covering universal culture and engagement topics, while leveraging the seven core principles of our culture: community, fairness, accountability, trust, caring, innovation and quality. Feedback from this survey has been a valuable source of insights for our management and board in formulating strategies and initiatives aimed at addressing key areas identified.
​
☑
Routinely disclose our Company’s EEO-1 diversity statistics in order to publicly hold ourselves accountable.
​
☑
Launched six DEI Business Action Teams. These teams are championed and sponsored by senior leaders within the Company to continue to mobilize and cascade our corporate DEI strategy. The teams consist of cross functional employees to drive our DEI strategy and initiatives within a specific business unit, region or function to achieve our vision to be “Champions of Inclusion.”
​
☑
Expanded our DEI footprint via additional Employee Resource Groups (ERGs). Our ERGs now consist of the Global Payments Somos Network, the Global Payments Pride Network, the Global Payments Onyx Network, the Global Payments Veterans Network, the Global Payments Lotus Network and the Global Payments Women’s Network.
​
☑
Expanded the Inclusion 365 Curriculum, which focuses on ongoing DEI education for all team members through our Learning Management Software platform. Inclusion 365 has grown into a community hub for all team members around the globe to access everything related to DEI. We recently hosted events related to intersectionality and inspiring female authenticity, and we created our Accessibility Center of Excellence community, which is charged with promoting and educating team members across the enterprise on accessibility requirements.
​
☑
Achieved $113.9 million total spend in 2023 across 277 diverse suppliers in connection with our Supplier Diversity Program, which was established to create mutually beneficial business relationships with diverse vendors that strengthen the communities in which we operate.
​
Environmental Sustainability
☑
Published our annual Global Responsibility Report aligned with SASB and TCFD, documenting our progress on our sustainability commitments and initiatives.
​
☑
Expanded the list of strategic GHG emissions abatement and operational opportunities.
​
☑
Introduced Scope 3 GHG emissions disclosure across 11 different categories.
​
☑
Continued our submissions to CDP, providing transparent and standardized disclosures on the Company’s climate impacts.
​
Third-Party Recognition of our Corporate Responsibility Leadership
​
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​ ​
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​
​ Recognized as one of the top 500 companies
on Newsweek 2023 America’s Most
Responsible Companies List. 		​ ​ Scored 100% on the Human Rights Campaign’s Corporate Equality Index, which is the national benchmarking tool on corporate policies and practices pertaining to LGBTQIA+ employees. ​
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Diversity, Equity and Inclusion
Our Chief Diversity Officer and our Chief Human Resource Officer are charged with developing, implementing and enhancing our DEI efforts and lead a dedicated and specialized team to do so. Our Compensation Committee assists the board in overseeing the Company’s DEI initiatives, and the board receives regular updates on the Company’s diversity and inclusion initiatives and statistics. The Compensation Committee oversees the Company’s strategies, practices and performance related to the support and advancement of workplace DEI and is committed to ensuring we are recruiting, retaining, developing and advancing a workforce that reflects the diversity of the customers we serve.
This commitment starts with our Company leadership, where women represent 30% of our executive team.
Global Workforce Representation
Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our geographic regions. We currently do business around the world, with approximately 27,000 team members living and working in 35 countries. As of December 31, 2023, approximately 59% of our workforce resided in the Americas, 19% in Europe and 22% in Asia Pacific. Many of our team members are highly skilled in technical areas specific to payment technology and software solutions.
​
Gender in
Global Workforce
​ ​
Gender in
Leadership
​ ​
People of Color
in U.S. Workforce
​ ​
People of Color in
U.S. Leadership
​ ​
​
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​ ​
[MISSING IMAGE: pc_people-pn.jpg]
​ ​ ​ ​
Demographic data is based on Company records as of December 31, 2023 and totals may not equal exactly to 100% due to rounding.
Environmental Sustainability
Global Payments is focused on minimizing our environmental footprint. We have prioritized areas where we believe we can make the most meaningful contribution, which include managing our energy consumption, limiting waste and conserving water across our facilities and data spaces globally.
The following are some highlights of our environmental sustainability program:
​
[MISSING IMAGE: ic_zeroemission-4c.jpg]
​ ​
Net Zero Commitment
Global Payments recognizes the vital importance of the Paris Agreement and the effects climate change has on our planet and will work toward achieving net zero greenhouse gas emissions prior to 2040. Additionally, we have continued our partnership with VitalMetrics (now a part of Watershed, an enterprise climate platform with software to run end-to-end climate programs) to measure our GHG emissions and develop a de-carbonization strategy. In 2022, we enhanced our disclosures for Scope 1 and Scope 2 greenhouse gas emissions to include owned, operationally controlled and leased facilities representing over 90% of our office space. In 2023, we disclosed Scope 3 emissions for the first time and we are working on interim targets to reduce total emissions. In addition to prioritizing emissions reductions, we are also exploring carbon offset and removal options, procurement of renewable energy through power purchase agreements with utility partners, and working with data center providers to collect and analyze data on energy, emissions, and water footprints.
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 19
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​
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​ ​
Reducing Facility Footprint
We continue to identify opportunities to combine physical office locations in a number of markets around the world. At the end of 2022, we had 134 office locations across 38 countries, down from 242 office locations in 2019. We closed an additional 9 offices in 2023 and have begun to consolidate additional office locations we inherited with the EVO acquisition.
​
​
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​ ​
Reducing Energy Usage
We are committed to enhancing energy efficiency across our facilities, including supporting renewable energy initiatives. Approximately 27% of our total building square footage is in certified green buildings. With respect to our existing spaces, we are actively implementing a global environmental strategy, including measuring and determining a baseline for GHG emissions in order to set interim and long-term reduction targets, engaging with landlords and property managers to advocate for environmentally friendly practices in our offices and other facilities, and working with data center providers to collect and analyze data on their energy, emissions, and water footprints. Other initiatives include converting to LED lighting, motion controlled systems, and operating controlled temperature environments.
​
​
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​ ​
Conserving Water and Managing Waste
We actively manage our water usage and have implemented conservation practices across our global office footprint, including efficient and low-flow plumbing systems, water reuse, and water-efficient landscaping. We have implemented recycling initiatives to limit what we send to landfills and have a formal destruction of data policy to minimize e-waste. In all of our larger offices, our physical recycling policies extend to plastics and glass.
​
​
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​ ​
Data Space Initiatives
In the U.S., we are actively working to consolidate our data space footprint and are committed to evaluating the environmental impact and green efforts of the facilities where we lease storage capacity. Our six largest data centers, which account for roughly 75% of our on-premise global enterprise data center storage, have a number of green initiatives in place, including renewable power systems and rainwater harvesting and reclamation programs.
​
​
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​ ​
Providing Alternative Transportation
As part of our effort to reduce our carbon footprint, many of our offices are located close to public transit. We have electric vehicle charging stations within the grounds of our Columbus campus, our largest owned facility. In addition, many of our other facilities, including the leased headquarters in Atlanta, have access to charging stations.
​
​ ​ ​ ​
Learn More about Sustainability and Corporate Responsibility Matters
For more information about our sustainability and corporate responsibility initiatives, please refer to our 2023 Global Responsibility Report available on our website. The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.
​
20 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Questions and Answers About Our Annual Meeting and this Proxy Statement
1.
Why did I receive these materials?
​
​
This proxy statement is being furnished to solicit proxies on behalf of the board of directors of our Company for use at the 2024 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held on Thursday, April 25, 2024 at 9:00 a.m., Eastern Daylight Time.
2.
What am I voting on and how does the board of directors recommend that I vote?
​
​
Our board of directors recommends that you vote FOR proposals 1, 2, and 3, and AGAINST proposal 4, the shareholder proposal.
•
Proposal 1:   Election of each of the twelve directors nominated by our board.
​
•
Proposal 2:   Approval, on an advisory basis, of the compensation of the NEOs for 2023. This proposal is referred to as the “say-on-pay” proposal.
​
•
Proposal 3:   Ratification of the reappointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2024.
​
•
Proposal 4:   Advisory vote on a shareholder proposal.
​
3.
Could other matters be decided at the annual meeting?
​
​
Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.
4.
Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?
​
​
As permitted by the SEC, we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our Annual Report on Form 10-K and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.
5.
How do I vote?
​
​
If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 21
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6.
What if I change my mind after I vote?
​
​
Your submission of a proxy via the internet, by telephone or by mail does not affect your right to attend the annual meeting. You may revoke your proxy before it is exercised in any of the following ways:
•
Deliver written notice of revocation to our Corporate Secretary at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, or submit to us a duly executed proxy card bearing a later date. To be effective, your notice of revocation or new proxy card must be received by our Corporate Secretary, David L. Green, at or before the annual meeting.
​
•
Change your vote via the internet or by telephone at a later date. To be effective, your vote must be received before 11:59 p.m., Eastern Daylight Time, on April 24, 2024, the day before the annual meeting.
​
•
Change your vote at the meeting.
​
7.
Who is entitled to vote?
​
​
All shareholders who owned shares of our common stock at the close of business on March 1, 2024 are entitled to vote at the annual meeting. On that date, there were 255,084,615 shares of common stock issued and outstanding, held by approximately 11,682 shareholders of record. Shareholders are entitled to one vote per share.
8.
How many votes must be present to hold the annual meeting?
​
​
In order for any business to be conducted, the holders of a majority of the shares entitled to vote at the annual meeting must be represented either in person or by proxy. This is referred to as a “quorum.” Abstentions and broker non-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.
9.
What are the voting standards for the proposals?
​
​
The following table provides information about the votes needed to approve each proposal. A “majority of votes cast” means the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal.
​ ​
Item of Business
​ ​
Board
Recommendation
​ ​
Voting Approval
Standard
​ ​
Effect of Abstention
​ ​
Effect of Broker Non-
Vote
​ ​
​ ​
1: Election of directors
 ​ ​ FOR each director
nominee 		​ ​
Majority of votes cast
​ ​
None
​ ​ None ​ ​
​ ​
2: Say-on-pay
 ​ ​ FOR ​ ​
Majority of votes cast
​ ​
None
​ ​ None ​ ​
​ ​
3: Ratification of reappointment of Deloitte
 ​ ​ FOR ​ ​
Majority of votes cast
​ ​
None
​ ​ Not applicable ​ ​
​ ​
4: Shareholder proposal, if properly presented
 ​ ​ AGAINST ​ ​
Majority of votes cast
​ ​
None
​ ​ None ​ ​
​
10.
What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”
​
​
Shareholders of record.   If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.
Beneficial owners of shares held in street name.   If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,”
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and the notice of electronic availability was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request copies of the proxy materials by mail, you will receive a voting instruction form.
11.
What happens if I do not return a proxy or do not give specific voting instructions?
​
​
Shareholders of record.   If you are a shareholder of record and you do not vote via the internet, by telephone or by mail, your shares will not be voted unless you attend the annual meeting to vote. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial owners of shares held in street name.   If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent registered public accounting firm. All of the other proposals are considered “non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which you do not provide voting instructions and a broker lacks discretionary voting authority are referred to as “broker non-votes.” Broker non-votes are counted as present for the purpose of establishing a quorum, but will not affect the outcome of the vote on any proposal.
12.
What should I do if I receive more than one proxy or voting instruction card?
​
​
Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will also receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.
13.
Who pays the cost of proxy solicitation?
​
​
The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.
14.
May I propose actions for consideration at next year’s annual shareholder meeting
​
​
Proposals for Inclusion in Next Year’s Proxy Statement (Rule 14a-8):   SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule 14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. Proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy statement for the 2025 annual shareholder meeting must be received by our Corporate Secretary no later than close of business on November 14, 2024, which is 120 days before the one-year anniversary of the mailing of this proxy statement.
Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access):   Our bylaws permit a shareholder (or a group of no more than 20 shareholders) owning 3% or more of our common stock continuously for at least three years to nominate up to an aggregate limit of two candidates or 20% of our board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than October 15, 2024 and no later than close of business on November 14, 2024.
Other Business Proposals/Director Nominees:   Our bylaws also set forth the procedures that a shareholder must follow to nominate a candidate for election as a director or to propose other business for consideration at
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 23
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shareholder meetings, in each case, not submitted for inclusion in next year’s proxy statement (either under proxy access or Rule 14a-8), but instead to be presented directly at shareholder meetings. In each case, director nominations or proposals for other business for consideration at the 2025 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 15, 2024 and November 14, 2024. Special notice provisions apply under our bylaws if the date of the annual meeting is more than 30 days before or 60 days after the anniversary date.
Universal Proxy Rules:   In addition to satisfying the requirements under our bylaws, to comply with the universal proxy rules under the Securities Exchange Act of 1934, as amended, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for consideration at the 2025 annual shareholder meeting must provide notice that sets forth the information acquired by Rule 14a-19 under the Exchange Act no later than November 14, 2024, which is 120 days before the one year anniversary of the mailing of this proxy statement.
Our Corporate Secretary address is: 3550 Lenox Road, Suite 3000, Atlanta, GA 30326. Notice must include the information required by our bylaws, which are available without charge upon written request to our Corporate Secretary.
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements as defined in the Exchange Act and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “committed,” “ensure,” or the negative of these terms or other similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. Accordingly, our future plans and expectations may not be achieved, and our results could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our most recent Annual Report on Form 10-K and in other documents that we file with the SEC. We undertake no responsibility to publicly update or revise any forward-looking statement, except as required by law.
24 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Proposal One: Election of Directors for a
One-Year Term
2024 Nominees for Directors
Our board currently has twelve members who are standing for re-election to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Each nominee has agreed to serve as a director if elected. Proxies cannot be voted for a greater number of persons than the nominees named.
Our board believes that the skills, experience and personal qualities of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. Included in each director nominee’s biography is a description of select key qualifications and experience that led the board to conclude that each nominee is qualified to serve as a member of the board. All biographical information below is as of the date hereof. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 41.
Election Process
The Company has a majority voting standard to elect directors in uncontested elections of directors, such as this election. Under the majority voting standard, a nominee must receive a greater number of votes “FOR” than “AGAINST” his or her election. If an uncontested nominee who is already a director receives more “AGAINST” votes than “FOR” votes, that director will continue to serve as a “holdover director,” but is required to tender his or her resignation to the board. If the tendered resignation does not expressly require acceptance by the board, the resignation will become effective immediately, or upon the date set forth in the resignation, and there will be a vacancy on the board upon the effective date of the resignation. If the tendered resignation specifies that it is not effective until accepted by the board, the board has the discretion to accept or reject the resignation. In such a case, the Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the board whether to accept or reject the tendered resignation. The Company will publicly disclose the board’s decision within 90 days from the date of the certification of the election results.
In each case, the director nominee, if elected, will serve a shorter term in the event of his or her resignation, retirement, disqualification, or removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select, subject to the guidelines set forth above. The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the nominees.
​
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 25
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Director Nominee Biographies
​
[MISSING IMAGE: ph_mtroywoods-4c.jpg]
​ ​
M. Troy Woods
Chair of the Board
 
​ ​ ​ ​ ​ ​ ​ ​ ​
​
Age: 72
​ ​ ​
Committee(s):
•
None
​
 ​ ​ ​
Current Public Company Directorship(s):
•
   None
​
 ​
​
Director Since: 2019
 
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
Total System Services, Inc. (TSYS)
​
Select Professional and Community Contributions:
•
Member, board of directors of the YMCA of Metropolitan Columbus, GA, a non-profit youth organization that offers programs to support youth development
​
•
Member, Business Roundtable, a non-profit association of executives of major US companies
​
•
Member, board of trustees, Mercer University
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Knowledge and expertise in the payments and financial services industry through 30-year career at TSYS, including service as Chair, President and CEO
​
•
Extensive valuable core business knowledge from overseeing all operations and performance at TSYS. This experience is key to Mr. Woods’ leadership as the Chair of the Board.
​
•
Strong organizational, leadership and risk management skills
​
•
Significant experience with business diversification, capital allocation and international expansion
​
Career Highlights:
•
Former Chair, President and Chief Executive Officer of TSYS (2014 – 2019); President and Chief Operating Officer (2003 – 2014); Executive Vice President (1995 – 2003); Vice President (1987 – 1995)
​
 ​
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​
[MISSING IMAGE: ph_cameronmbready-4c.jpg]
​ ​
Cameron M. Bready
President and Chief Executive Officer
 
​
​
Age: 52
​ ​ ​
Committee(s):
•
None
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Crawford & Company
​
 ​
​
Director Since: 2023
 
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
None
​
Select Professional and Community Contributions:
•
Member of the board of directors (since 2018) and President of The Electronic Transaction Association (since 2023)
​
•
Member of the Metro Atlanta Chamber of Commerce (since 2021)
​
•
Member of the board of trustees of Oglethorpe University (since 2012)
​
•
Vice Chairman of the board of trustees of Pace Academy (since 2019)
​
•
Member of the Business Roundtable (since 2023)
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Strong foundation in the financial services and technology industry, providing a deep understanding of market dynamics
​
•
Extensive leadership capabilities, financial acumen and strategic vision having served as both President and Chief Operating Officer and CFO of Global Payments through periods of immense growth and transformation
​
•
Deep knowledge of Global Payments’ customer base and services
​
Career Highlights:
•
President and Chief Executive Officer of Global Payments (since June 2023)
​
•
President and Chief Operating Officer of Global Payments, overseeing the Company’s worldwide merchant solutions businesses across North America, Europe, Asia Pacific and Latin America, along with worldwide operations, risk management, product and real estate (2019 – 2023)
​
•
Senior Executive Vice President and Chief Financial Officer of Global Payments (2014 – 2019)
​
•
Executive Vice President and Chief Financial Officer, ITC Holdings Corp., a publicly-traded independent electric transmission company (2012 – 2014)
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 27
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​
[MISSING IMAGE: ph_fthaddeusarroyo-4c.jpg]
​ ​
F. Thaddeus Arroyo
 
​
​
Age: 60
​ ​ ​
Committee(s):
•
Technology (Chair)
​
•
Governance and Nominating
​
 ​ ​ ​
Current Public Company Directorship(s):
•
None
​
 ​
​
Director Since: 2019
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
Total System Services, Inc.
​
Select Professional and Community Contributions:
•
Member, board of directors of the National Center for Women & Information Technology, a non-profit organization that works to increase participation of girls and women in computing
​
•
Member, executive advisory board, SMU Cox School of Business
​
•
Trustee, Dallas Museum of Art
​
 ​
​
Race/Ethnicity:
Hispanic
​ ​
​
Top Skills and Qualifications:
•
Extensive experience developing and executing business strategies and driving growth through his multi-year career in various executive positions at AT&T
​
•
Extensive information security, cyber-security and technology innovation expertise, having led the transformation of AT&T’s technology strategy
​
•
Significant global business experience
​
•
Mergers and acquisitions expertise
​
Career Highlights:
•
Chief Strategy and Development Officer of AT&T, Inc., a Fortune 100 company and the world’s largest telecommunications company, where he oversees corporate strategy, corporate development, venture investments and business development (since 2022)
​
•
Chief Executive Officer of AT&T Consumer, the consumer internet, video entertainment and mobility business of AT&T (2019 – 2022); Chief Executive Officer of AT&T Business, the integrated global Business Solutions organization of AT&T (2017 – 2019); Chief Executive Officer of AT&T Mexico, LLC (2015 – 2016); President-Technology Development of AT&T (2014 – 2015); Chief Information Officer of AT&T (2007 – 2014)
​
•
Former Chief Information Officer of Cingular Wireless (2001 – 2007)
​
•
Former Senior Vice President of Product Marketing and Development of Sabre Inc. (1992 – 2001)
​
 ​
28 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
[MISSING IMAGE: ph_roberthbbaldwinjr-4clr.jpg]
​ ​
Robert H.B. Baldwin, Jr.
 
​
​
Age: 69
​ ​ ​
Committee(s):
•
Audit
​
•
Compensation
​
 ​ ​ ​
Current Public Company Directorship(s):
•
None
​
 ​
​
Director Since: 2016
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
None
​
Select Professional and Community Contributions:
•
Member, board of directors of Communities in Schools, a national dropout prevention organization
​
•
Member, board of directors of Nassau Presbyterian Church Cemetery
​
•
Member, board of directors of the Bridgehampton Club, a social and sports club
​
•
Member, board of directors of OvationCXM, Inc., a privately held software company
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Business and industry expertise derived from 16-year career as a member of Heartland Payment Systems, Inc.’s executive management team, culminating as its Vice Chairman, where he was responsible for key industry relationships, investor relations, information security and customer service operations
​
•
Extensive executive and leadership experience
​
•
Substantial experience in financial and accounting matters through tenure as Chief Financial Officer of both Heartland Payment Systems Inc. and COMFORCE Corp.
​
•
Significant merger and acquisition expertise
​
•
Risk and audit oversight
​
Career Highlights:
•
Former Vice Chairman (an executive office) of Heartland Payment Systems Inc. (2012 – 2016); Interim Chief Financial Officer (2013 – 2014); President (2007 – 2012); Chief Financial Officer (2000 – 2011)
​
•
Former Chief Financial Officer of COMFORCE Corp., a staffing company (1998 – 2000)
​
•
Former Managing Director, Smith Barney (1985 – 1998)
​
•
Former Vice President, Citicorp. (1980 – 1985)
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 29
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​
[MISSING IMAGE: ph_johngbruno-4c.jpg]
​ ​
John G. Bruno
 
​
​
Age: 59
​ ​ ​
Committee(s):
•
Compensation (Chair)
​
•
Technology
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Valor Latitude Acquisition Corp.
​
 ​
​
Director Since: 2014
Independent
 
​ ​ ​
Other Public Company Directorships in the Past Five Year(s):
•
None
​
 ​
​ Race/Ethnicity: White ​ ​
​
Top Skills and Qualifications:
•
Extensive public company strategy, risk management and M&A experience
​
•
Extensive information security, cyber-security, and technology innovation expertise derived from over 25 years in the technology industry in various executive leadership roles as a CEO, COO, CMO, CTO, CIO, and general manager
​
•
Global business operations experience
​
•
Strong sustainability experience spearheading various environmental initiatives in his role as a Chief Operating Officer
​
Career Highlights:
•
President and Chief Operating Officer, Xerox Holdings Corporation, a Fortune 500 company (since 2022)
​
•
Former Chief Operating Officer and Chief Executive Officer of the Data & Analytics Services business unit of Aon, plc, a publicly-traded global risk management service provider (2019 – 2021); Chief Operations Officer (2017 – 2019); Executive Vice President of Enterprise Innovation and Chief Information Officer (2014 – 2017)
​
•
Former President, Industry Solutions and Field Operations, NCR Corporation, a publicly traded technology company (2013 – 2014), where Mr. Bruno chaired the company’s Enterprise Risk Management Committee; Executive Vice President of Corporate Development and Chief Technology Officer (2008 – 2013)
​
•
Former Managing Director, Goldman Sachs Group, Inc. (2007 – 2008) and Merrill Lynch & Co. (2006 – 2007)
​
•
Senior Vice President, General Manager, RFID Division of Symbol Technologies, Inc. (2004 – 2005); Senior Vice President, Corporate Development and Chief Technology Officer (2004 – 2005); Senior Vice President, Business Development, and Chief Information Officer (2002 – 2004)
​
 ​
30 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
[MISSING IMAGE: ph_joiamjohnson-4c.jpg]
​ ​
Joia M. Johnson
 
​
​
Age: 64
​ ​ ​
Committee(s):
•
Governance and Nominating
​
•
Compensation
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Regions Financial Corporation
​
•
Sylvamo Corporation
​
 ​
​
Director Since: 2019
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Year(s):
•
Total System Services, Inc.
​
•
Crawford & Company
​
Select Professional and Community Contributions:
•
Board member and past Chair of the American Arbitration Association, the world’s largest provider of alternative dispute resolution services
​
•
Board member of the Atlanta Symphony Orchestra
​
•
Board member and Vice Chair of the Atlanta History Center
​
•
Board member of the Woodruff Arts Center
​
•
Board member of the Bobby Jones Golf Foundation
​
 ​
​
Race/Ethnicity:
African-American
​ ​
​
Top Skills and Qualifications:
•
Global leadership experience over several corporate functions for publicly traded companies, including legal, human resources, corporate social responsibility, corporate security and real estate
​
•
Experience in human capital management, and specifically leadership in human resources
​
•
Merger and acquisitions expertise
​
Career Highlights:
•
Former Chief Administrative Officer (2016 – 2021) and General Counsel and Secretary (2007 – 2021), Hanesbrands, Inc., a publicly traded marketer of innerwear and activewear apparel
​
•
Former Executive Vice President, General Counsel and Corporate Secretary, RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator (2001 – 2007)
​
•
Member of the board of directors of Novant Health, a private network of clinics, outpatient services and hospitals
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 31
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​
[MISSING IMAGE: ph_kirstenkliphouse-4clr.jpg]
​ ​
Kirsten Kliphouse
 
​
​
Age: 57
​ ​ ​
Committee(s):
•
Technology
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Dun & Bradstreet
​
•
Laboratory Corp. of America Holdings (LabCorp.)
​
 ​
​
Director Since: 2023
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
None
​
Select Professional and Community Contributions:
•
Recipient of the Founders Award for superior leadership and contributions to the business
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Cybersecurity and information technology experience, and is certified in cyber-security oversight by the National Association of Corporate Directors
​
•
Experience in delivering growth and innovation to several of the world’s largest global organizations, including Google and Microsoft
​
•
Depth of experience within the technology sector, mergers and acquisitions and business development
​
Career Highlights
•
Former President of Google Cloud Americas, where she was responsible for leading and growing the sales, go-to-market, customer engagement, channel and services organizations (2022 – 2023)
​
•
Former President of Google Cloud North America (2019 – 2022)
​
•
Former Senior Vice President and General Manager of Red Hat, Inc., a subsidiary of International Business Machines Corporation (2018 – 2019)
​
•
Former CEO of Yardarm Technologies, a hardware and software solutions company (2017 – 2017)
​
•
Former Corporate Vice President for services, support and sales of Microsoft, where she led more than 10,000 employees globally (1991 – 2016)
​
 ​
32 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
[MISSING IMAGE: ph_ruthannmarshall-4c.jpg]
​ ​
Ruth Ann Marshall
 
​
​
Age: 69
​ ​ ​
Committee(s):
•
Governance and Nominating
​
•
Technology
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Regions Financial Corporation
​
•
ConAgra Brands, Inc.
​
 ​
​
Director Since: 2006
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
None
​
Select Professional and Community Contributions:
•
Selected by Forbes.com as one of the World’s 100 Most Powerful Women (2004 and 2005), and named one of Fortune’s Top 100 Business Women (2003)
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Deep knowledge of our Company’s business and industry, including from serving as President, Americas for Mastercard International
​
•
Experience with the issues, opportunities and challenges facing our Company, including strategic planning and strategy development
​
•
Unique perspective on the history and the direction of the Company gained through extensive service on our board
​
•
Experience with sustainability and governance matters, including as Chair of the Nominating and Corporate Governance Committee at Regions Financial Corporation
​
•
Vast global leadership experience
​
Career Highlights
•
Former President, Americas, Mastercard International, where she was responsible for building all aspects of Mastercard’s issuance and acceptance businesses in the United States, Canada, Latin America and the Caribbean (2000 – 2006)
​
•
Former Senior Executive Vice President, Concord EFS, Inc. (1995 – 1999)
​
•
Former member, board of directors of American Standard Corporation, manufacturer of water and housing products
​
•
Former member, board of directors of Pella Corporation, a privately held manufacturing company
​
•
Former member, board of directors of Trustwave Inc, a cyber defense privately-held company
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 33
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​
[MISSING IMAGE: ph_conniedmcdaniel-4clr.jpg]
​ ​
Connie D. McDaniel
 
​
​
Age: 65
​ ​ ​
Committee(s):
•
Governance and Nominating (Chair)
​
•
Audit
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Virtus Mutual Fund Family
​
 ​
​
Director Since: 2019
Lead Independent Director
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
Total System Services, Inc.
​
•
RidgeWorth Funds
​
Select Professional and Community Contributions:
•
Member, board of directors of the North Florida Land Trust, a non-profit organization focused on land preservation
​
•
Received the Service to Georgia State University’s J. Mack Robinson College of Business Award (2010) and the Georgia State University Distinguished Alumni Award (2016)
​
•
Named by Treasury & Risk Magazine as one of the Top 100 Most Influential People in Finance (2007)
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Substantial experience in financial and accounting matters through tenure as the chief audit executive of a Fortune 100 public company
​
•
Mergers and acquisitions and international business experience
​
•
Expertise from serving as a director of publicly traded companies and mutual funds
​
•
Risk management and risk assessment, and audit oversight experience, specifically relating to financial and legal and regulatory risk
​
Career Highlights:
•
Former Vice President and Chief of Internal Audit, The Coca-Cola Company (2009 – 2013) and its Vice President, Global Finance Transformation (2007 – 2009) and Vice President and Controller (1999 – 2007)
​
•
Vice-Chair of the Virtus Mutual Funds Board (since 2024, member of the board since 2021)
​
 ​
34 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
[MISSING IMAGE: ph_josephhosnoss-4clr.jpg]
​ ​
Joseph H. Osnoss
 
​
​
Age: 46
​ ​ ​
Committee(s):
•
Compensation
​
•
Technology
​
 ​ ​ ​
Current Public Company Directorship(s):
•
EverCommerce Inc.
​
•
First Advantage Corporation (Chair of the Board)
​
•
Global Blue Group Holding AG
​
•
Zuora, Inc.
​
 ​
​
Director Since: 2022
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
Sabre Corporation
​
•
Far Point Acquisition Corporation
​
•
Cornerstone OnDemand, Inc.
​
Select Professional and Community Contributions:
•
Member of the Dean’s Advisory Cabinet at Harvard School of Engineering and Applied Sciences
​
•
Visiting Professor in Practice at the London School of Economics
​
•
Participant in The Polsky Center Private Equity Council at the University of Chicago
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Significant experience in private equity investing
​
•
Substantial domestic and international business experience
​
•
Substantial public director experience
​
Career Highlights:
•
Managing Partner, Silver Lake, a global technology investment firm (since 2019)
​
•
Investment Banker, Goldman, Sachs & Co.
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 35
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​
[MISSING IMAGE: ph_williambplummer-4c.jpg]
​ ​
William B. Plummer
 
​
​
Age: 65
​ ​ ​
Committee(s):
•
Audit (Chair)
​
 ​ ​ ​
Current Public Company Directorship(s):
•
Waste Management Inc.
​
 ​
​
Director Since: 2017
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
John Wiley & Sons, Inc.
​
•
Custom Truck One Source, Inc. (f/k/a Nesco
Holdings, Inc.)
​
•
Mason Industrial Technology
​
Select Professional and Community Contributions:
•
Recognized as one of the U.S. Best CFOs by Institutional Investor Magazine and one of the 100 Most Powerful Executives in corporate America by Black Enterprise Magazine
​
 ​
​
Race/Ethnicity:
African-American
​ ​
​
Top Skills and Qualifications:
•
Executive leadership experience, including service as the Chief Financial Officer of United Rentals, Inc.
​
•
Extensive financial and accounting expertise, which enables Mr. Plummer to provide valuable leadership to the oversight of financial reporting
​
•
Risk and audit oversight
​
•
Significant experience in operational, financial and strategic development
​
•
Substantial public director experience
​
Career Highlights:
•
Corporate director and business consultant/advisor (since 2019)
​
•
Senior advisor to United Rentals Inc., a publicly traded equipment rental company (2018 – 2019), and Executive Vice President and Chief Financial Officer (2008 – 2018)
​
•
Former Chief Financial Officer, Dow Jones & Company, Inc. (2006 – 2007)
​
•
Former Vice President and Treasurer, Alcoa, Inc. (2000 – 2006)
​
•
Director of Venture Metals, Inc., a privately held metal recycling company (since 2019)
​
•
Chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (since 2020)
​
•
Former director and member of the audit and technology committees of John Wiley & Sons, Inc., a publisher and service provider in the scientific research, higher education and professional development fields (2003 – 2019)
​
 ​
36 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
[MISSING IMAGE: ph_johntturner-4clr.jpg]
​ ​
John T. Turner
 
​
​
Age: 67
​ ​ ​
Committee(s):
•
Audit
​
•
Governance and Nominating
​
 ​ ​ ​
Current Public Company Directorship(s):
•
None
​
 ​
​
Director Since: 2019
Independent
 
​ ​ ​
Other Public Company Directorship(s) in the Past Five Years:
•
Total System Services, Inc.
​
Select Professional and Community Contributions
•
Member, board of trustees of the Bradley Turner Foundation, one of the largest charitable foundations in the State of Georgia
​
 ​
​
Race/Ethnicity: White
​ ​
​
Top Skills and Qualifications:
•
Significant expertise in business management and corporate strategy development
​
•
Substantial industry knowledge gathered from serving on the board of TSYS since 2003 until its merger with Global Payments
​
•
International business, mergers and acquisitions experience
​
•
Risk assessment and oversight
​
Career Highlights:
•
Board member of W.C. Bradley Co., a privately held consumer products and real estate company (Chairman, since 2018; director since 1999)
​
•
Served in various capacities with W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. (1979 – 1999)
​
 ​
There is no family relationship between any of our NEOs or directors. Other than as described elsewhere in this proxy statement or arrangements or understandings with the directors solely in their capacities as such, there are no arrangements or understandings between any of our directors and any other person pursuant to which any of them was elected as a director.
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 37
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Board of Directors, its Committees, Meetings
and Functions
Corporate Governance
Effective Board Leadership Structure
Our board believes that strong, independent board leadership and oversight is critical to effective corporate governance. In light of the recent appointment of Cameron M. Bready as President and Chief Executive Officer, the current board leadership structure consists of a non-employee Chair, a Lead Independent Director, and Mr. Bready, who is also a director. This structure is designed to foster robust board leadership, featuring a Lead Independent Director with substantial experience in risk oversight matters, specifically related to financial, legal and regulatory risk, a non-employee Chair of the board who has extensive executive experience in the Company’s industry, and a President and Chief Executive Officer who brings a wealth of familiarity with the Company. This configuration ensures seamless communication and collaboration between management and the board, promoting effective governance.
The board does not have a policy that addresses whether the roles of Chair and Chief Executive Officer should be separate or combined. The Company’s corporate governance guidelines provide that, if the Chair of the board is not an independent director, then the board shall appoint a lead director, who shall be an independent director. If the Chair is an independent director, the board may appoint a lead independent director.
The board believes our current board structure and separation of the Chair and Chief Executive Officer roles provides a balance between the independent directors’ oversight of the Company and the Chief Executive Officer’s management of the day-to-day affairs of the business. At the same time, given his experience in the industry and prior roles at TSYS, our Chair is an effective liaison between the board and senior management and focuses the board on critical business and operational issues.
Taking all of this into account, the board continues to believe that our current structure and the below outlined authority and responsibilities, as detailed further in our corporate governance guidelines, continue to allow the board to focus on key strategic, policy and operational issues and provide critical and effective leadership.
38 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
Chair
​ ​ ​
President and
Chief Executive Officer
​ ​ ​
Lead Independent Director
​
​
 
Key Responsibilities and Duties
 
​
​
✓
Presiding at all meetings of the board (including all executive sessions of non-employee directors)
​
✓
Conferring with the President and Chief Executive Officer on the Company’s strategy and strategic plan
​
✓
Generally approving information provided to the board, board meeting agendas and meeting schedules to ensure there is sufficient time for discussion of all agenda items
​
✓
Leading board self-assessment interviews with all directors
​
✓
Presiding over shareholder meetings
​
✓
Representing the board in communications with major shareholders and other stakeholders, as needed
​
 ​ ​ ​
✓
Creating and implementing the Company’s vision and mission
​
✓
Leading the development of the Company’s strategies — both short and long-term
​
✓
Setting meaningful and measurable operating and strategic goals for the Company
​
✓
Establishing a strong performance management culture
​
✓
Assessing and managing the Company’s exposure to risk
​
✓
Serving as the primary interface between management and the board
​
✓
Reviewing organizational structure needs and developing ongoing management succession plans
​
✓
Representing the face of the Company to stakeholders
​
✓
Providing regular updates and information to the board on all key issues and business developments and status of operations
​
 ​ ​ ​
✓
Presiding at executive sessions of the board’s independent directors
​
✓
Ensuring a strong, independent and active board by promoting effective communication and consideration of matters presenting significant risks to the Company by serving as a liaison between management and the independent directors, and advising committee chairs
​
✓
Representing the board in communications with major shareholders and other stakeholders, as needed
​
✓
Providing input on our board leadership structure
​
✓
Overseeing the board’s performance evaluation processes, ensuring thorough evaluation of the board, committees and individual directors
​
✓
Approving retention of consultants who report to the full board
​
 ​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 39
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Board Independence
At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand.
The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.
The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee.
Using these standards for determining the independence of its members, the board determined that the following director nominees are independent:
​ ​ F. Thaddeus Arroyo ​ ​ ​ Kirsten Kliphouse ​ ​ ​
William B. Plummer
​ ​
​ ​
Robert H.B. Baldwin, Jr.
​ ​ ​ Ruth Ann Marshall ​ ​ ​ John T. Turner ​ ​
​ ​ John G. Bruno ​ ​ ​
Connie D. McDaniel
​ ​ ​ ​ ​ ​
​ ​ Joia M. Johnson ​ ​ ​ Joseph H. Osnoss ​ ​ ​ ​ ​ ​
40 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Board Membership Criteria
The Governance and Nominating Committee assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that the committee has identified as desired and whether they possess the personal attributes and experiences that will contribute to the sound functioning of our board. Our corporate governance guidelines embody these principles and set forth the following non-exclusive criteria for directors:
​
✓
Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision.
​
 ​
​
✓
Diversity — The board and Governance and Nominating Committee value diversity among our directors and believe that diversity on our board should be a priority, and therefore actively seek diverse candidates with regard to gender, race, ethnicity, background and other attributes and skills.
​
 ​
​
✓
Age and Tenure — The age and board tenure of each incumbent director.
​
 ​
​
✓
Board Size — The Governance and Nominating Committee periodically evaluates whether a larger or smaller board would be preferable, depending on the board’s needs and the availability of qualified candidates.
​
 ​
​
✓
Board Independence — Independence of candidates for director nominees, including the appearance of any conflict in serving as a director.
​
 ​
​
✓
Board Contribution — Integrity, business judgment and commitment.
​
 ​
​
✓
Other Public Company Service — The number of other public company boards on which a director may serve.
​
 ​
[MISSING IMAGE: tb_boardmember-pn.jpg]
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 41
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Process for Identifying and Adding New Directors
Our board routinely engages in succession planning and adds new members on an opportunistic basis when it identifies candidates whom it believes have experience, skill sets and other characteristics that will enhance board effectiveness. We have a mandatory retirement age and our board engages in recruitment as appropriate to support its refreshment efforts.
The Governance and Nominating Committee identifies and adds new directors using the following process:
​ 1 ​ ​ ​ 2 ​ ​ ​ 3 ​
​ Collect
Candidate Pool 		​ ​ ​ Holistic
Candidate Review 		​ ​ ​ Recommendation
to the Board 		​
​
•
Independent search firms
​
•
Independent director recommendations
​
•
Shareholder recommendations
​
 ​ ​ ​
•
Governance and Nominating Committee focuses on candidates with skills that align to the Company’s long-term corporate strategy as well as areas of current and future anticipated needs most critical to the board.
​
•
Prior to a vote as to whether a potential nominee is recommended, the candidates that emerge from the process are interviewed by members of the committee and other board members, including the Chair and Lead Independent Director.
​
•
Extensive due diligence is conducted by third parties, including soliciting feedback from other directors and applicable persons outside the Company.
​
 ​ ​ ​
•
The Governance and Nominating Committee presents qualified candidates to the board for review and approval.
​
 ​
Board Refreshment
We periodically review our board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure necessary to promote and support the Company’s long-term strategy. The board currently believes that an appropriate size is seven to twelve members, allowing, however, for changing circumstances that may warrant a higher or a lower number.
As a result of healthy refreshment, in October 2023, the board added Kirsten Kliphouse as an independent director. Ms. Kliphouse brings to Global Payments decades of leadership, extensive knowledge of technology, information security and data privacy matters, as well as deep experience delivering growth and innovation to several of the world’s largest global organizations, most recently Google Cloud Americas. With her appointment, we have added two new independent director nominees in less than two years and approximately 64% of our non-employee director nominees have joined the board in the last five years. The variety in skills, qualifications and experiences of our directors contributes meaningfully to the Company’s strategy for future growth and long-term value creation.
The board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides substantial value, and therefore a significant degree of continuity year-over-year is beneficial to shareholders and generally should be expected.
Commitment to Diversity and Inclusion
The board regards diversity as an important consideration for determining the optimal board composition. Today, 50% of our board members standing for election are diverse in gender and/or race/ethnicity and, since 2017, we have added five diverse independent director nominees to the board, each of whom possesses a strong mix of skills, qualifications, backgrounds and experiences.
The board has committed to seek women and candidates from under-represented communities to be included in the initial pool from which board nominees are chosen.
42 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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Limitation on other Board and Audit Committee Service
As part of the annual board evaluation process, the Nominating and Governance Committee evaluates directors’ time commitments and assesses director effectiveness. Our corporate governance guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees. The Governance and Nominating Committee may grant exceptions to the limits on a case-by-case basis after taking into consideration the facts and circumstances of the request.
​ ​
Director Category
​ ​ Limit on publicly-traded board and audit committee service,
including Global Payments 		​ ​
​ ​ All directors ​ ​ 4 boards ​ ​
​ ​ Director who is a CEO of Global Payments ​ ​ 2 boards ​ ​
​ ​ Directors who serve on Audit Committee ​ ​ 3 audit committees ​ ​
Mr. Osnoss serves on four public company boards in addition to being a member of the board of Global Payments. Every year, the Governance and Nominating Committee and the board consider Mr. Osnoss’ service on other public company boards prior to nominating him for re-election, with an emphasis on the following:
•
Mr. Osnoss fulfills a professional obligation by serving on these public company boards by virtue of being Managing Partner of a leading global technology investment firm, similar to other of our board members who serve in executive roles at other companies
​
•
Mr. Osnoss’ skills and qualifications, and his extensive investment experience
​
•
Nature of Mr. Osnoss’ service on the other boards and the time commitments involved
​
•
Mr. Osnoss’ contributions to the board of directors of Global Payments
​
Following this comprehensive review, the committee determined that Mr. Osnoss’ simultaneous service on multiple boards would not compromise his continued effectiveness in serving on the Company’s board. In recognition of his professional capabilities and the unique insights derived from his diverse experiences, the committee exercised its discretion to waive the numeric limitation on his outside board service to allow one additional board, affirming his capacity to continue contributing effectively to Global Payments.
All other directors are within the Company’s guidelines for outside board service.
Attendance at Board, Committee and Annual Shareholder Meetings
Our full board of directors met seven times during 2023. Each of our directors attended at least 75% of the meetings of the board, including meetings of the committees on which he or she served during 2023. Pursuant to our corporate governance guidelines, all of our directors are expected to attend the annual meeting of shareholders, and all directors attended the 2023 annual meeting.
Board and Committee Membership
Our board has four standing committees that assist the board in carrying out its responsibilities: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Each committee is composed entirely of independent directors. Each committee reports any activities, discussions, recommendations and approvals to the board at each regularly scheduled board meeting and operates under a charter approved by the board and reviewed annually by the respective committee and the board. Each committee charter and our corporate governance guidelines are available in the Investor Relations section of our website, www.company.globalpayments.com.
Board and committee leadership and membership is reviewed annually by the board, upon recommendation of the Governance and Nominating Committee. Upon recommendation of the Governance and Nominating Committee, the board considers committee composition on an annual basis, believing that, while we benefit from having a level of consistency in our committee composition and committee chairs, fresh perspectives likewise facilitate enhanced board and committee performance. Accordingly, since January 1, 2023, we appointed a new Lead Independent Director and added one new member to each of our Technology Committee and our Governance and Nominating Committee.
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 43
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Investment Agreement
Pursuant to the terms of an investment agreement (Investment Agreement) among the Company and certain affiliates of Silver Lake Group, L.L.C. (Silver Lake), Silver Lake is entitled to designate one individual to our board as long as Silver Lake or its affiliates beneficially own at least 50% of the aggregate principal amount of the Company’s 1.00% convertible senior notes due 2029 (including the amount of such notes converted into shares of our common stock) issued to Silver Lake. In accordance with the terms of the Investment Agreement, in October 2022, Silver Lake designated, and our board elected, Joseph H. Osnoss to join our board.
44 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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A description of each standing committee is included on the following pages.
​
Audit Committee
​
​   ​ ​ ​ ​ ​ ​ ​
​
[MISSING IMAGE: ph_williambplummer-4c.jpg]
William B. Plummer
(Chair)
​ ​
Members: William B. Plummer (Chair)*,
Robert H. B. Baldwin, Jr., Connie D.
McDaniel, and John T. Turner
​ ​
6 meetings in 2023
All members are independent
 ​
Key Objectives:
•
Assists the board in its oversight responsibilities relating to the quality and integrity of our financial reporting and disclosure obligations.
​
•
Appoints, retains and approves the compensation of the Company’s independent auditor.
​
•
Oversees, monitors and evaluates the qualifications, performance and independence of the independent auditor.
​
•
Oversees the Company’s ERM program, as well as vendor risk management, insurance, and physical security, and the internal controls designated to mitigate risks related to these topics.
​
•
Reviews regular deep dive reports from the Chief Risk Officer on cyber security, privacy and data governance.
​
•
Approves the scope of the annual audit.
​
•
Oversees the Company’s internal audit function and is responsible for the appointment of the head of the Internal Audit department.
​
•
Assists the board in overseeing the Company’s ethics and compliance program and confidential whistleblower process.
​
•
Reviews regular reports from the General Counsel on litigation, regulatory and compliance topics.
​
•
Reviews and approves related party transactions.
​
•
Meets independently with each of the Chief Financial Officer, Chief Audit Executive, General Counsel, and independent auditor.
​
Risk Oversight Role:
•
Oversees the Company’s performance to ensure alignment with the risk assessments and tolerance levels prescribed in the ERM program with respect to the Company’s major financial risk and enterprise exposure.
​
•
Oversees the Company’s internal controls and financial reporting.
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 45
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Audit Committee Financial Experts:
​
[MISSING IMAGE: ph_williambplummer-4c.jpg]
​ ​
William B
Plummer
​ ​ ​
[MISSING IMAGE: ph_roberthbbaldwinjr-4clr.jpg]
​ ​
Robert H. B.
Baldwin, Jr.
​ ​ ​
[MISSING IMAGE: ph_conniedmcdaniel-4clr.jpg]
​ ​
Connie D.
McDaniel
​
The board has determined that Mr. Plummer, Mr. Baldwin and Ms. McDaniel each qualify as audit committee financial experts, as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.
46 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
Governance and Nominating Committee
​
​ ​ ​ ​ ​ ​ ​ ​ ​
​
[MISSING IMAGE: ph_conniedmcdaniel-4clr.jpg]
Connie D. McDaniel
(Chair)
​ ​
Members: Connie D. McDaniel (Chair),
Thaddeus Arroyo; Joia Johnson;
Ruth Ann Marshall, and John T. Turner
​ ​
4 meetings in 2023
All members are independent
 ​
Key Objectives:
•
Establishes and evaluates qualifications for our directors to ensure our full board and its committees continue to operate functionally and with an appropriate degree of independence from management.
​
•
Evaluates and recommends director nominees for election at annual meetings of shareholders or to fill vacancies, and manages the board and committees refreshment process.
​
•
Reviews and recommends the board’s committee structure and composition.
​
•
Oversees the Company’s sustainability and governance activities, including the activities of the management steering committee and the Company’s periodic corporate responsibility reports.
​
•
Oversees the Company’s corporate governance guidelines, including procedures for shareholders and other parties to communicate with the board.
​
•
Administers the board’s policy on related party transactions and recommends any revisions to it.
​
•
Oversees retention and compensation of search firms to be used to identify director candidates.
​
•
Leads the annual assessment of effectiveness of the board and committees.
​
•
Identifies and considers emerging corporate governance issues and trends.
​
•
Receives periodic reports on government relations issues pertaining to the Company.
​
•
Reviews the Company’s political activities, contributions and expenditures.
​
•
Reviews shareholder proposals and recommends to the board actions to be taken in response to each proposal.
​
Risk Oversight Role:
•
Oversees our risk management activities with respect to our corporate governance structure at the board and senior management level and sustainability issues, trends and policies.
​
•
Promotes a risk-aware culture by, for example, reviewing our Code of Conduct and Ethics, and the Code of Ethics for Senior Financial Officers.
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 47
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​
Compensation Committee
​
​   ​ ​ ​ ​ ​ ​ ​
​
[MISSING IMAGE: ph_johngbruno-4c.jpg]
John G. Bruno
(Chair)
​ ​
Members: John G. Bruno (Chair),
Robert H.B. Baldwin, Joia M. Johnson
and Joseph H. Osnoss
​ ​
10 meetings in 2023
All members are independent
 ​
Key Objectives:
•
Establishes and reviews the objectives of our executive compensation program.
​
•
Oversees our management succession plan.
​
•
Reviews and approves the Company’s strategies and policies related to human capital management and assists the board in the oversight of the Company’s DEI efforts.
​
•
Reviews and approves the financial goals and objectives relevant to our President and CEO’s compensation.
​
•
Evaluates the performance of the President and CEO and determines his compensation level.
​
•
Reviews and approves the annual base salaries and annual incentive opportunities of the other NEOs.
​
•
Oversees the administration of the Company’s equity-based incentive compensation plans and the executive non-equity (cash) annual performance plan.
​
•
Oversees the Company’s clawback policy.
​
•
Assists the board in setting the form and amount of non-employee director compensation.
​
•
Responsible for the appointment, compensation and oversight of any compensation consultant or advisor.
​
•
Sets the Company’s stock ownership and retention and holding periods applicable to executives and directors.
​
•
Reviews the results of any shareholder advisory votes on executive compensation or other feedback on this subject that may be garnered through the Company’s shareholder engagement.
​
Risk Oversight Role:
•
Oversees our risk management activities with respect to our compensation policies and practices for our directors and NEOs.
​
•
Considers our executive compensation programs from a risk perspective, conducting reviews and risk assessments of our compensation policies and practices, and monitors the compensation consultants, including their independence.
​
48 – GLOBAL PAYMENTS INC. | 2024 Proxy Statement
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​
Technology Committee
​
​   ​ ​ ​ ​ ​ ​ ​
​
[MISSING IMAGE: ph_fthaddeusarroyo-4c.jpg]
F. Thaddeus Arroyo
(Chair)
​ ​
Members: F. Thaddeus Arroyo (Chair),
John G. Bruno, Kirsten Kliphouse,
Ruth Ann Marshall and Joseph H. Osnoss
​ ​
6 meetings in 2023
All members are independent
 ​
Key Objectives:
•
Reviews the Company’s key initiatives and practices relating to information security, cyber-security, disaster recovery, business continuity, data privacy and data governance, and monitors compliance with regulatory requirements and industry standards.
​
•
Provides board-level oversight with regard to significant technology and information security practices and technology and cyber-risk profile.
​
•
Serves as a liaison between our board and the CISO and the Chief Privacy Officer with regard to our technology and information security practices and cyber-risk profile.
​
•
Monitors the Company’s compliance with regulatory requirements and industry standards.
​
•
Receives quarterly reports from the CISO concerning the status of the Company’s information security program and related matters.
​
•
Responsible for the oversight of the appointment, activities, organizational structure, qualifications and budget of the CISO.
​
•
Meets independently with each of the Chief Information Officer (CIO) and the CISO.
​
Risk Oversight Role:
•
Ensures that the Company’s strategic business goals are aligned with our technology strategy and infrastructure and that management has adequate support for the Company’s internal technology and information security needs.
​
•
Oversees the Company’s risk management related to our technology and information security practices.
​
GLOBAL PAYMENTS INC. | 2024 Proxy Statement – 49
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Board Oversight
Our board is responsible for the oversight of management. In that regard, the primary responsibilities of the board include, but are not limited to, oversight of the Company’s business plan and the Company’s development of its strategy and risk management, including the oversight of the Company’s determination of risk appetite. In addition, the board receives regular reports on risk management activities from each of its standing committees to provide more in-depth oversight of specific key risk exposures. Please see pages 45-49 for additional information about the oversight responsibilities of each of our committees.
[MISSING IMAGE: fc_boardofdirectors-pn.jpg]
Management reports to the full board or appropriate board
committee on the management of significant risks to the enterprise.
Selected Areas of Board Oversight
Board’s Role in Overseeing Enterprise Risk Management
Our board of directors views the oversight of risk management as one of its key functions. While management is responsible for assessing and managing risk, our board is responsible for promoting an appropriate culture of risk management within the Company and setting the right “tone at the top.” The board oversees management’s implementation of the ERM program, including reviewing our enterprise risk portfolio and engaging directly with management to set high-level policy and to ensure the long-term interests of the Company and its shareholders are being served.
At least annually, the board, acting directly or through its committees, discusses with management the appropriate level of risk relative to our strategy and objectives, identifies potential emerging risks and reviews with management our existing risk management processes and their effectiveness. For certain risks, upon assessing potential impacts to our business and strategy, we may apply a longer-term view to monitoring and mitigation activities. Each committee reports to the board at least quarterly regarding its designated areas of risk oversight in order to ensure alignment. The committees meet regularly in executive sessions with our Chief Financial Officer, Chief Administrative and Legal Officer (who also serves as the Company’s Chief Compliance Officer and reports to the President and Chief Executive Officer), General Counsel, CIO, CISO, Chief Audit Executive and other members of
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senior management, during which the Committee examines our risk management processes, controls and procedures, talent and capabilities. These discussions ensure that management is properly focused on risk by, among other things, reviewing and discussing with the board the performance of senior management and business units of the Company. Our Lead Independent Director may identify risk-related issues for the board to consider and discuss, in consultation with the Chief Executive Officer, as appropriate. In 2023, key areas of focus included technology, cybersecurity, information security, privacy and data governance, vendor due diligence and management, geopolitical threats, Federal Banking Agency examination program and outcomes, and legal and regulatory risks and oversight.
The Management Risk Committee is the executive-level management committee chaired by our Chief Risk Officer and reporting to senior management of the Company, including the Executive Leadership Team. Our ERM program is designed to work across the Company to assess, govern and manage risks identified by management in the short-, intermediate- and long-term and oversee the Company’s response to those risks. In order to fulfill its responsibilities, the Management Risk Committee identifies, assesses, monitors, and seeks to mitigate the Company’s enterprise-wide key risks. From time to time, we also utilize industry information sources, such as professional services firms or subscription resources, to examine risk trends and changes, and benchmark our risk mitigation strategies against those of our peers. The ERM program also works in tandem with our accounting and financial reporting groups to align the risk identification and assessment process with our existing disclosure controls and procedures.
The board believes that the practices described above and our current leadership structure described in the “Corporate Governance — Effective Board Leadership Structure” section facilitate effective board oversight of risk management because they allow the board, with leadership from the Lead Independent Director and working through its committees, to proactively participate in the oversight of management’s actions.
Board’s Role in Overseeing our Business Plan and Strategy
The board has oversight responsibility for management’s establishment and execution of our corporate strategy. Elements of strategy are discussed at every regularly scheduled board meeting, guided by current Company-level priorities. The board also regularly reviews the businesses’ strategic and operational priorities, the competitive environment, market challenges and economic trends, investments and partnerships, and integrations of recent acquisitions. At meetings occurring throughout the year, the board assesses capital allocation plans, the Company’s performance against the annual budget and against its peers, periodic examinations conducted by the Federal Banking Agencies, and potential mergers, acquisitions and dispositions for alignment with our strategic priorities. Additionally, our independent directors hold regularly scheduled executive sessions without management present, during which strategy is discussed.
During its quarterly meetings in 2023, the board received updates on the Company’s corporate strategy, technology roadmap, DEI accomplishments, employee retention and related human capital management topics. In addition to quarterly and specially scheduled meetings, the board holds periodic meetings focused on strategy and other initiatives.
The Board’s Role in Overseeing Information Security and Cyber-Security Risk
Our board has delegated to the Technology Committee the responsibility to oversee the Company’s information security program and cyber-security risk. Specifically, subject to oversight by the full board, the Technology Committee, which is composed solely of independent directors, receives, at a minimum, quarterly reports from the CISO on the Company’s cyber-risk profile, information security initiatives and emerging cyber risks. The Company’s information security program is administered by the CISO, who maintains a direct reporting line to both the Technology Committee and the board.
The Technology Committee reviews our key initiatives and practices relating to information technology, information security, cyber-security, disaster recovery, business continuity, data privacy and data governance, and monitors compliance with regulatory requirements and industry standards. The Technology Committee helps to ensure that our strategic business goals are aligned with our technology strategy and infrastructure and that management has adequate support for the Company’s internal technology and information security needs.
At every regular meeting of the Technology Committee, the CISO provides the Technology Committee with updates and changes to the state, strategy and risks related to the information security program as well as other
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security news and topics. Further, the Technology Committee and Audit Committee receive quarterly reports from the Chief Risk Officer regarding our risk exposure related to significant information technology and information security. In addition, the board regularly receives information about these topics from the Chair of the Technology Committee, the CIO, and management, and the board is apprised directly of incidents as appropriate, pursuant to our incident response practices.
Refer to our Annual Report on Form 10-K for additional information on our cybersecurity practices.
Board Oversight of Sustainability and Corporate Responsibility Issues
At the board level, the Governance and Nominating Committee has primary oversight responsibility for the Company’s sustainability and corporate responsibility strategy, activities and risks, reviewing at least annually our policies and activities regarding sustainability and corporate responsibility and assessing our management of risks with respect thereto. The Governance and Nominating Committee meets with management to review and discuss the Company’s sustainability and social initiatives, challenges, and opportunities, so that it can advise on key matters that affect all of the Company’s stakeholders, and also briefs the board on current and emerging topics and progress on implementing the Company’s sustainability and corporate responsibility priorities on a periodic basis. For instance, during 2023, the Governance and Nominating Committee reviewed updates to our Corporate Responsibility Report, which included enhanced disclosures for Scope 1 and Scope 2 emissions, and for the first time Scope 3 emissions.
The Compensation Committee oversees the Company’s strategies and policies related to human capital management and assists the board with its oversight with respect to the Company’s DEI efforts. For instance, in 2023, the board focused on racial and ethnic diversity in both succession planning and the overall workforce, leadership pipeline and development for women and people of color, and employee survey results, examining the results for areas of opportunity for the Company, and received reports from the Chief Human Resources Officer and Chief Diversity Officer on these topics.
Additionally, each quarter the Audit Committee reviews and discusses with management the key risks identified from the ERM process, including their potential impact on our operations, our risk mitigation strategies, and related disclosure matters.
Board Oversight of Executive Compensation Program
In early 2024, management, with the assistance of FWC, performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for our executive officers, to reflect on the Company’s 2023 say-on-pay results. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee. The Compensation Committee, taking into account the enhancements made to the executive compensation program in 2023, concluded that the Company’s compensation program does not create risks that are likely to have a material adverse effect on the Company.
Board Oversight of Political Contributions
We believe that the Company’s political activities and related spending, which is limited, reflect the interests of the Company and its shareholders and not those of any individual director, officer or team member. We are committed to being fully compliant with all federal, state, and local requirements associated with participating in the policy making and political process. The Governance and Nominating Committee maintains oversight of the Company’s political activities, contributions and expenditures. The head of our government relations team reports to the Governance and Nominating Committee on at least an annual basis. The committee conducts an annual review of political contributions, corporate political expenditures, and the Company’s political activity strategies and policies, reporting on the same to the full board.
Evaluation of Board and Committee Effectiveness
Each year, our board and its committees conduct self-assessments to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The self-assessment is conducted under the oversight of the Governance and Nominating Committee. Directors respond to a comprehensive questionnaire through an interview process with the chair of each committee, with the Chair of the board leading the discussion at the board level. The questionnaire asks directors to consider topics related to board and committee
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composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience, diversity and backgrounds. Each committee, as well as the board as a whole, then reviews and examines the responses from this assessment and makes appropriate recommendations to the board. The results of the assessments and any associated recommendations are then discussed by the board and the respective committees in executive session, with a view toward taking action to address any issues presented.
Contacting Our Board of Directors
Any interested party may contact any individual director, our non-employee or independent directors as a group, or all of our directors by directing such communications to the applicable directors in care of the Corporate Secretary at our address at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326. Any correspondence received by the Corporate Secretary in accordance with the foregoing will be forwarded to the applicable director or directors.
Board of Directors Compensation
Our non-employee Director Compensation Plan is designed to attract, retain and compensate highly-qualified directors by providing them with competitive compensation and an equity interest in our Company in order to align their interests with those of our shareholders. In lieu of per-meeting fees, we pay our non-employee directors annual cash and stock retainers, which are payable in advance on the first business day after each annual meeting of shareholders (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.
Our Compensation Committee periodically reviews our non-employee Director Compensation Plan and makes recommendations as necessary to our full board of directors.
Annual Director Compensation
There are three elements of our compensation program for non-employee directors: an annual cash retainer, an annual supplemental cash retainer (for our Chair, Lead Independent Director and committee chairs) and equity awards. The following table describes each element of director compensation for the shareholder year beginning in April 2023.
​ ​
Director
​ ​
Annual
Basic Cash
Retainer
​ ​
Annual
Supplemental
Cash Retainer
​ ​
Annual
Stock Retainer
(FMV)
​ ​
​ ​ Non-Employee Chair of the Board ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 100,000 ​ ​ ​ ​ $ 275,000 ​ ​ ​
​ ​ Lead Independent Director ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 50,000 ​ ​ ​ ​ $ 220,000 ​ ​ ​
​ ​ Chair of Audit Committee ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 35,000 ​ ​ ​ ​ $ 220,000 ​ ​ ​
​ ​ Chair of Compensation Committee ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 25,000 ​ ​ ​ ​ $ 220,000 ​ ​ ​
​ ​ Chair of Other Committees ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 25,000 ​ ​ ​ ​ $ 220,000 ​ ​ ​
​ ​ All Other Non-Employee Directors ​ ​ ​ $ 120,000 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ $ 220,000 ​ ​ ​
The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. Directors are also reimbursed for their out-of-pocket expenses incurred in connection with attendance at board and committee meetings.
All of the non-employee directors are eligible to participate in our Non-Qualified Deferred Compensation Plan described under “Board and Corporate Governance — Director Compensation — Non-Qualified Deferred Compensation Plan” below. Ms. Marshall is the only current director who participated in 2023, and she did not receive any interest on deferred compensation at an above-market rate of interest.
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2023 Director Compensation Table
The following table summarizes the compensation of our non-employee directors during 2023.
​ ​
Name
​ ​
Fees
Earned or
Paid in
Cash ($)(1)
​ ​
Stock
Awards
($)(2)
​ ​
Total($)
​ ​
​ ​ F. Thaddeus Arroyo ​ ​ ​ $ 145,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 365,010 ​ ​ ​
​ ​ Robert H.B. Baldwin, Jr. ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 340,010 ​ ​ ​
​ ​ John G. Bruno ​ ​ ​ $ 145,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 365,010 ​ ​ ​
​ ​ Joia M. Johnson ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 340,010 ​ ​ ​
​ ​ Kirsten Kliphouse ​ ​ ​ $ 59,836 ​ ​ ​ ​ $ 91,637 ​ ​ ​ ​ $ 151,473 ​ ​ ​
​ ​ Ruth Ann Marshall ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 340,010 ​ ​ ​
​ ​ Connie D. McDaniel ​ ​ ​ $ 195,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 415,010 ​ ​ ​
​ ​ Joseph H. Osnoss ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 340,010 ​ ​ ​
​ ​ William B. Plummer ​ ​ ​ $ 155,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 375,010 ​ ​ ​
​ ​ John T. Turner ​ ​ ​ $ 120,000 ​ ​ ​ ​ $ 220,010 ​ ​ ​ ​ $ 340,010 ​ ​ ​
​ ​ M. Troy Woods ​ ​ ​ $ 220,000 ​ ​ ​ ​ $ 275,012 ​ ​ ​ ​ $ 495,012 ​ ​ ​
​
(1)
Represents basic and supplemental cash retainers earned during 2023. All annual cash retainers are payable in advance on the first business day after each annual meeting of shareholders (or on the day of a director’s appointment to the board, as applicable) and are considered fully earned when paid.
​
(2)
Represents the aggregate grant date fair value of awards of stock granted on April 28, 2023 (and in the case of Kirsten Kliphouse, on the date of her appointment), all of which were fully-vested on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The amount shown in this column is based on the closing price of our common stock on the applicable grant date. None of our non-employee directors had any unvested stock awards outstanding as of December 31, 2023.
​
The following table reflects the stock options for each non-employee director that were outstanding as of December 31, 2023.
​ ​
Non-Employee Directors
​ ​
Options
Outstanding as of
December 31, 2023
​ ​
​ ​ F. Thaddeus Arroyo ​ ​ ​ ​ 4,822 ​ ​ ​
​ ​ Robert H.B. Baldwin, Jr. ​ ​ ​ ​ — ​ ​ ​
​ ​ John G. Bruno ​ ​ ​ ​ — ​ ​ ​
​ ​ Joia M. Johnson ​ ​ ​ ​ 3,123 ​ ​ ​
​ ​ Kirsten Kliphouse ​ ​ ​ ​ — ​ ​ ​
​ ​ Ruth Ann Marshall ​ ​ ​ ​ — ​ ​ ​
​ ​ Connie D. McDaniel ​ ​ ​ ​ 11,394 ​ ​ ​
​ ​ Joseph H. Osnoss ​ ​ ​ ​ — ​ ​ ​
​ ​ William B. Plummer ​ ​ ​ ​ — ​ ​ ​
​ ​ John T. Turner ​ ​ ​ ​ 31,229 ​ ​ ​
​ ​ M. Troy Woods ​ ​ ​ ​ 83,226 ​ ​ ​
Non-Qualified Deferred Compensation Plan
The non-employee directors are eligible to participate in our Non-Qualified Deferred Compensation Plan, referenced herein as the deferred compensation plan. Ms. Marshall is the only current director who participated in the deferred compensation plan during 2023. Pursuant to the deferred compensation plan, non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer. Participant accounts are credited with
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earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not make contributions to the deferred compensation plan and do not guarantee any return on participant account balances. Participants may allocate their plan accounts into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his or her designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).
Target Stock Ownership Guidelines
Our board of directors has implemented stock ownership guidelines for our directors in order to foster equity ownership and align the interests of our directors with our shareholders. Within five years of becoming a director, each director is expected to beneficially own a number of shares of our common stock at least equal in value to 500% of the director’s annual cash retainer. None of our non-employee directors was out of compliance with the stock ownership guidelines as of the record date.
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Common Stock Ownership
Common Stock Ownership by Management
The following table sets forth information as of February 26, 2024 with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our NEOs, and (iii) the 17 persons, as a group.
​ ​ Name and
Address of Beneficial Owner(1) 		​ ​
Shares
Beneficially
Owned with
Sole Voting
and/or Sole
Investment
Power(2)
​ ​
Shares
Beneficially
Owned with
Shared Voting
or Shared
Investment
Power
​ ​
Shares
Issuable
Upon Exercise
of Stock
Options(3)
​ ​
Total
​ ​
Percentage
of Class
​ ​
​ ​ Named Executive Officers: ​ ​
​ ​
Cameron M. Bready
​ ​ ​ ​ 214,431 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 138,196 ​ ​ ​ ​ ​ 352,627 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Josh J. Whipple
​ ​ ​ ​ 38,221 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,132 ​ ​ ​ ​ ​ 46,353 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
David L. Green
​ ​ ​ ​ 76,676 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76,815 ​ ​ ​ ​ ​ 153,491 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Guido Sacchi
​ ​ ​ ​ 41,575 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 68,808 ​ ​ ​ ​ ​ 110,383 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Andréa Carter
​ ​ ​ ​ 23,824 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 23,824 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Jeff Sloan(4)
​ ​ ​ ​ 23,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 23,078 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Non-Employee Director and Director Nominees: ​ ​
​ ​
F. Thaddeus Arroyo
​ ​ ​ ​ 8,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,822 ​ ​ ​ ​ ​ 12,896 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Robert H.B. Baldwin, Jr.
​ ​ ​ ​ 40,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 40,892 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
John G. Bruno
​ ​ ​ ​ 13,651 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,651 ​ ​ ​ ​ ​ * ​ ​ ​
​ ​
Joia M. Johnson
​ ​ ​ ​ 10,335 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,123 ​ ​ ​ ​ ​ 13,458 ​ ​ ​ ​ &