| Sincerely, | | | | |
|
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| |
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|
|
Cameron M. Bready
Chief Executive Officer |
| |
M. Troy Woods
Independent Chair of the Board |
|
|
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| |
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|
|
Date and Time:
|
| |
Thursday, April 24, 2025, at 8:30 a.m. Eastern Daylight Time
|
|
|
Virtual Meeting Site:
|
| |
www.virtualshareholdermeeting.com/GPN2025
|
|
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Record Date:
|
| |
Close of business on March 3, 2025
|
|
| |
Voting Proposal
|
| | |
Board Recommendation
|
| |
| |
1.
Elect the ten directors nominated by our board and named in the proxy statement.
•
Diverse board in terms of background and professional experiences.
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2.
Approve, on an advisory basis, the compensation of our named executive officers for 2024.
•
Our executive compensation program is designed to align with our Company’s performance and strategic objectives, ensuring that we attract, retain and motivate top-tier talent. We are pleased that shareholders have supported our executive compensation through strong “say-on-pay” approval ratings, affirming confidence in our approach to rewarding performance and driving value.
|
| | |
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3.
Ratify the appointment of Deloitte & Touche LLP (Deloitte) as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
•
Deloitte is an independent registered public accounting firm with the required knowledge and experience to effectively audit the Company’s financial statements.
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4.
Approve the Global Payments 2025 Incentive Plan.
•
The terms of the plan are aligned with shareholders’ interests, including no evergreen share replenishment, minimum vesting requirement, no automatic “single-trigger” change in control vesting upon a change in control, no liberal share counting for awards of stock options or stock appreciation rights (SARs), no use of discounted stock options or SARs, no repricing of stock options or SARs without shareholder approval, and no use of reload options.
|
| | |
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Voting Proposal
|
| | |
Board Recommendation
|
| |
| |
5.
Approve Global Payments Amended and Restated Employee Stock Purchase Plan that would increase the number of authorized shares.
•
The board recommends approval of the Amended and Restated Employee Stock Purchase Plan (Amended ESPP) so the Company can continue to offer its eligible employees an opportunity to participate in the success of the Company by purchasing shares of common stock through payroll deductions on favorable terms.
•
The board believes that the opportunity to acquire a proprietary interest in the Company through the acquisition of shares of common stock pursuant to the Amended ESPP is an important aspect of our ability to attract and retain highly qualified and motivated employees.
|
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BY INTERNET USING
YOUR COMPUTER |
| | |
BY TELEPHONE
|
| | |
BY INTERNET USING
YOUR TABLET OR SMARTPHONE |
| | |
IF YOU RECEIVED YOUR
PROXY MATERIALS BY MAIL, BY MAILING YOUR PROXY CARD |
|
|
![]() |
| | |
![]() |
| | |
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| | |
![]() |
|
|
Visit 24/7
www.proxyvote.com You will need the 16-digit control number that appears on your proxy card or notice. |
| | |
Registered Owners in
the U.S. or Canada dial toll-free 24/7 1-800-690-6903 You will need the16-digit control number that appears on your proxy card or notice. |
| | |
Scan the QR code on
your proxy card 24/7 to vote with your mobile device (may require free software) |
| | |
Cast your ballot,
sign your proxy card and send by free post |
|
|
YOUR VOTE IS IMPORTANT
|
|
| Proxy Statement Summary | | | | | 1 | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 12 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| Questions and Answers About Our 2025 Annual Meeting and this Proxy Statement | | | | | 22 | | |
|
Proposal One: Election of Directors for a One-Year Term
![]() |
| | | | 26 | | |
| | | | | 26 | | | |
| Board of Directors, its Committees, Meetings and Functions | | | | | 37 | | |
| | | | | 37 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 42 | | | |
| | | | | 48 | | | |
| | | | | 51 | | | |
| | | | | 51 | | | |
| | | | | 51 | | | |
| | | | | 51 | | | |
| | | | | 53 | | | |
| | | | | 53 | | | |
| Common Stock Ownership | | | | | 54 | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| Biographical Information About Executive Officers | | | | | 56 | | |
|
Proposal Two: Advisory Vote to Approve the 2024 Compensation of Our Named Executive Officers
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| | | | 57 | | |
| Compensation Discussion and Analysis | | | | | 58 | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 63 | | |
| |
What is New in this Proxy Statement?
•
Appointment of Bob Cortopassi as our new President and Chief Operating Officer
•
Additional disclosure regarding our shareholder engagement efforts
•
Expanded disclosure regarding our sustainability efforts
•
Expanded disclosure regarding the Company’s political activity
•
Described updates to our executive compensation program
|
| |
|
Date and Time:
|
| |
Thursday, April 24, 2025, at 8:30 a.m. Eastern Daylight Time
|
|
|
Virtual Meeting Site:
|
| |
www.virtualshareholdermeeting.com/GPN2025
Our 2025 annual meeting of shareholders will be held in a virtual meeting format only with no physical location. Shareholders who held shares as of the record date may attend the meeting by logging in at www.virtualshareholdermeeting.com/GPN2025 using the 16-digit control number included on the proxy card or notice.
|
|
|
Record Date:
|
| |
March 3, 2025
|
|
|
Voting:
|
| | Holders of our common stock as of the close of business on the record date may vote at the 2025 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. | |
| |
Proposal
|
| |
Board Vote
Recommendation |
| |
Page
Number |
| | ||||||
| |
1 – Election of Ten Directors
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| |
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FOR each nominee
|
| | | | 26 | | | |
| |
2 – Advisory Vote on Compensation of Our Named Executive Officers (NEOs) (“say-on-pay” vote)
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| |
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FOR
|
| | | | 57 | | | |
| |
3 – Ratification of the Appointment of Deloitte as Our Independent Registered Public Accounting Firm
|
| |
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| |
FOR
|
| | | | 94 | | | |
| |
4 – Approval of the Global Payments 2025 Incentive Plan
|
| |
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| |
FOR
|
| | | | 97 | | | |
| |
5 – Approval of Amended ESPP
|
| |
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FOR
|
| | | | 104 | | | |
| | | |
Name
|
| |
Tenure
|
| |
Principal
Occupation |
| |
Non-
Employee |
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Governance
and Nominating Committee |
| |
Technology
Committee |
|
|
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| |
M. Troy
Woods |
| |
5.5
Years |
| |
Independent Chair of the Board
|
| |
Yes
|
| | | | | | | | | | | | |
|
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| |
Cameron M.
Bready |
| |
2
Years |
| |
Chief Executive Officer, Global Payments Inc.
|
| |
No
|
| | | | | | | | | | | | |
|
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| |
Connie D.
McDaniel |
| |
5.5
Years |
| |
Chair of the Board, Virtus Mutual Fund Family
|
| |
Yes
|
| |
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| | | | |
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| | | |
|
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| |
F. Thaddeus
Arroyo |
| |
5.5
Years |
| |
Chief Strategy & Development Officer, AT&T, Inc.
|
| |
Yes
|
| | | | | | | |
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| |
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|
|
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| |
Robert H.B.
Baldwin, Jr. |
| |
9
Years |
| |
Former Vice-Chair, Heartland Payment Systems, Inc.
|
| |
Yes
|
| |
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| |
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| | | | | | |
|
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| |
John G.
Bruno |
| |
11
Years |
| |
President and Chief Operating Officer, Xerox Holdings Corporation
|
| |
Yes
|
| | | | |
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| | | | |
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|
| | | |
Name
|
| |
Tenure
|
| |
Principal
Occupation |
| |
Non-
Employee |
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Governance
and Nominating Committee |
| |
Technology
Committee |
|
|
![]() |
| |
Joia M.
Johnson |
| |
5.5
Years |
| |
Former Chief Administrative Officer, Hanesbrands Inc.
|
| |
Yes
|
| | | | |
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| |
![]() |
| | | |
|
![]() |
| |
Kirsten
Kliphouse |
| |
1.5
Years |
| |
Former President of Google Cloud Americas
|
| |
Yes
|
| | | | | | | | | | |
![]() |
|
|
![]() |
| |
Joseph H.
Osnoss |
| |
2.5
years |
| |
Managing Partner, Silver Lake
|
| |
Yes
|
| | | | |
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| | | | |
![]() |
|
|
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| |
William B.
Plummer |
| |
8
Years |
| |
Former Chief Financial Officer, United Rentals Inc.
|
| |
Yes
|
| |
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| | | | | | | | | |
|
![]()
Chair
|
| | | | |
![]()
Member
|
|
|
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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 Cyber-security
experience with cyber-security, 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 |
|
| BOARD STRUCTURE AND INDEPENDENCE | | ||||
|
•
An independent Chair of the board, separate from our CEO, oversees the board’s activity, including leading board meetings, fostering board cohesion and participation, and working with the CEO to create board agendas
•
Nine out of ten director nominees are independent
•
Annual election of directors
•
Two new independent directors added to the board since 2022
|
| | |
•
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
|
|
| 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 regular 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
|
|
| SIGNIFICANT 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 cyber-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 cyber-security practices, see the 2024 Form 10-K
|
|
| STRONG CORPORATE GOVERNANCE PRACTICES | | ||||
|
•
Annual robust board and committee self-evaluations, including Chair interviews of board members and management
•
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
•
Annual Global Responsibility Report disclosing our performance, progress and strategy on key sustainability and governance topics
•
Political Activity Policy outlining the rationale and ethical framework for how we participate in the political and public policy process New
•
Net zero carbon emissions commitment by 2040
|
|
|
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| |
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| |
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|
|
Who We Engage:
•
Institutional shareholders
•
Sell-side analysts
•
Retail shareholders and shareholder advocates
•
Fixed income investors
•
Proxy advisory firms
•
Sustainability and
governance thought leaders
|
| |
How We Engage:
•
Quarterly earnings calls
•
Investor conferences
•
Annual shareholder meetings
•
Investor roadshows, on-site visits and virtual meetings
•
One-on-one meetings
|
| |
How We Communicate:
•
Annual report
•
Proxy statement
•
SEC filings
•
Press releases
•
Company website
•
Investor presentations
•
Global Responsibility Report
|
|
|
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| |
Commitment to Transparency
•
Investors expressed their appreciation for the opportunity to engage directly with our then-lead independent director.
•
Our board is provided with our shareholders’ feedback for consideration.
•
Our website disclosures address critical matters of interest to our stakeholders
◦
Political activity/political spending
◦
Global Responsibility Report
◦
Sustainability
◦
EE0-1 Report
|
|
|
Shareholder Proposal on Political Spending Disclosure
At our 2024 annual meeting, we received a shareholder proposal requesting the board to provide a report on the Company’s political spending, including the Company’s participation in trade associations. The board recommended against the shareholder proposal.
62% of the votes cast at the 2024 annual meeting opposed the shareholder proposal.
|
|
|
What We Heard
|
| | |
Actions Taken Following Shareholder Engagement
|
|
|
Shareholders were pleased that our Governance and Nominating Committee is charged with overseeing the Company’s political activity.
While many shareholders indicated that the original shareholder proposal was too prescriptive, some expressed that they favor the establishment of a policy outlining the basis and criteria for making political contributions and our governance framework surrounding these decisions.
We engaged directly with the proponent of the 2024 shareholder proposal to elaborate on our initiatives, policies and practices, as well as actions taken in response to feedback received from our investors.
|
| | |
•
We are committed to balancing the perspectives we heard by strengthening our disclosure practices in alignment with investor priorities.
•
Accordingly, we further enhanced our disclosures by adopting a Political Activity Policy, which outlines the ethical framework and rationale for how we participate in the political and public policy process. Our Political Activity Policy is available on our governance website.
•
To better inform our shareholders and the public, we also provide an annual report of the Company’s PAC contributions, which is available on our website.
•
Additionally, in 2025, we began to publicly disclose the following information, which we intend to provide on an annual basis:
•
Direct corporate political contributions made in the U.S.
•
Direct independent political expenditures
•
Donations to 501(c)(4) entities where it was determined the contribution was used for election-related activities.
•
Memberships in U.S.-based national trade associations where non-deductible dues exceed $25,000, including the portion used for political purposes.
|
|
|
Director Overboarding
|
|
|
What We Heard
|
| | |
Actions Taken Following Shareholder Engagement
|
|
|
Shareholders continued to focus on director time commitments, some specifically revisiting the topic of board service and potential overboarding for Mr. Osnoss. At the time of the 2024 annual meeting of shareholders, Mr. Osnoss exceeded the Company’s board service limitation guidelines due to his professional obligations associated with his employment.
Shareholders also recognized and were responsive to the fact that Mr. Osnoss serves on the boards of other public companies as the designated representative of his employer, a leading global technology investment firm, that has invested in these companies. Notably, some shareholders expressed that this perspective prompted them to reconsider their voting policy on his board service in this instance, acknowledging the value of such commitments as consistent with those of other members of our board who serve in executive roles at other companies.
|
| | |
•
The Governance and Nominating Committee has carefully considered — and has committed to do so annually — the time commitment and responsibilities associated with directorship, ensuring that each director can effectively contribute to our Company without compromising their effectiveness elsewhere.
•
Moreover, the board amended the Company’s corporate governance guidelines to reflect that the Governance and Nominating Committee evaluates the nature of and time involved in a director’s service on other boards in evaluating the suitability of individual directors and making director nominations.
•
All directors, including Mr. Osnoss, are currently within the Company’s guidelines for outside board service.
|
|
|
Executive Compensation
After considering the 88% shareholder approval in 2024 and following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation for 2024.
|
|
|
What We Heard
|
| | |
Actions Taken Following Shareholder Engagement
|
|
|
Shareholders generally expressed satisfaction with the structure of our 2023 executive compensation program.
Some shareholders opined that performance targets for long-term compensation should be based on free cash flow or another GAAP target instead of adjusted EPS.
In addition, some shareholders suggested using return on invested capital as an additional performance evaluation metric to improve pay for performance alignment.
|
| | |
•
The Compensation Committee believes that the use of adjusted EPS provides a strong incentive for sustained results over the long-term. The Compensation Committee reviewed the construct of our performance units (PSUs) and, after considering market practice and discussing with its independent consultant, determined to retain adjusted EPS as the sole metric for 2024 PSU awards to drive continued focus on long-term shareholder return. The Committee further determined that it would continue to evaluate supplemental PSU metrics for future periods.
•
Continued the executive compensation program as revised in 2023, reflecting the continued alignment of our program with our strategic objectives.
•
See also “2025 Performance Metrics for Short-Term Incentive Plan” on page 66 for a discussion of updates made to our 2025 executive compensation program.
|
|
|
What We Do
|
| | |
What We Don’t Do
|
|
|
☑
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 metrics under our short-term incentive plan to reflect acquisition and disposition impacts
☑
Require Compensation Committee certification of performance results for purposes of NEOs’ compensation
☑
Payouts under our short-term incentive plan and long-term PSUs are capped at 200% of target
☑
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, 400%) and holding periods until such thresholds are met
☑
Our board and management team greatly value the opinions and feedback of our shareholders, which is why we engage with our shareholders on executive compensation
|
| | |
☒
Provide for excise tax gross-ups
☒
Permit hedging or pledging of our stock
☒
Re-price or backdate stock options or issue discounted 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
|
|
| | | |
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.
|
| | | | 63 | | | |
|
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.
Final payout is based on the Compensation Committee’s analysis and certification
of the Company’s performance against the pre-established goals. |
| | | | 64 | | | |
|
Long-Term Equity Incentives
|
| | Performance Units | | |
PSUs vest after a three-year performance period, based on EPS and relative total
shareholder return (TSR) results. PSUs incentivize the achievement of long-term performance objectives and share price performance to align our NEOs’ economic interests with those of our shareholders. |
| | | | 67 | | | |
| 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. |
| | | | 68 | | | | |||
| 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.
|
| | | | 68 | | | |
|
![]() |
| |
![]() |
|
| | | | 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. | |
|
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
|
| |||||||||
|
![]() |
| |
Passion
We are deeply committed to serving our customers and supporting our team members and communities |
| |
![]() |
| |
Excellence
We deliver outstanding quality in all that we do with a high degree of integrity, pride and professionalism |
|
|
![]() |
| |
Accountability
We are trusted to always do the right thing and are responsible for our outcomes |
| |
![]() |
| |
Ingenuity
We are solution oriented and innovation focused |
|
|
![]() |
| |
Care
We are kind, compassionate, inclusive and empathetic |
| | | | | | |
|
Gender in
Global Workforce |
| |
Gender in
Leadership |
| |
Race in
U.S. Workforce |
| |
Race in
U.S. Leadership |
|
|
![]() |
| |
![]() |
|
| |
The meeting webcast will begin promptly at 8:30 a.m., Eastern Time, on Thursday, April 24, 2025. We encourage you to access the meeting prior to the start time, as check-in will begin at 8:15 a.m. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual annual meeting log-in page for assistance.
|
| |
| |
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 the appointment of Deloitte as our independent registered public accounting firm
|
| |
FOR
|
| |
Majority of votes cast
|
| |
None
|
| |
N/A
|
| |
| |
4: Approval of Global Payments 2025 Incentive Plan
|
| | FOR | | |
Majority of votes cast
|
| |
None
|
| | None | | |
| |
5: Approval of Amended ESPP
|
| | FOR | | |
Majority of votes cast
|
| |
None
|
| | None | | |
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR. |
|
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![]() |
| |
M. Troy Woods
Independent Chair of the Board
|
| | | | | ||||
|
Age: 73
|
| | |
Committee(s):
•
None
|
| | |
Current Public Company Directorship(s):
•
None
|
| |||
|
Director Since: 2019
|
| | |
Other Public Company Directorship(s) in the Past Five Years:
•
None
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 a 30-year career at Total System Services, Inc. (TSYS), which merged with and into Global Payments, 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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![]() |
| |
Cameron M. Bready
Chief Executive Officer
|
| ||||||||
|
Age: 53
|
| | |
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 of The Electronic Transaction Association (since 2018)
•
Member of the Metro Atlanta Chamber of Commerce (since 2021)
•
Member of the board of trustees of Woodruff Arts Center (since 2024)
•
Member 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:
•
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)
|
|
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| |
F. Thaddeus Arroyo
Independent Director
|
| ||||||||
|
Age: 61
|
| | |
Committee(s):
•
Technology (Chair)
•
Governance and Nominating
|
| | |
Current Public Company Directorship(s):
•
None
|
| |||
|
Director Since: 2019
|
| | |
Other Public Company Directorship(s) in the Past Five Years:
•
None
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 and industry experience, including several years of service as a director of TSYS
•
Mergers and acquisitions expertise
Career Highlights:
•
Chief Strategy and Development Officer of AT&T, Inc., a Fortune 100 company and leading global 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)
|
|
|
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| |
Robert H.B. Baldwin, Jr.
Independent Director
|
| ||||||||
|
Age: 70
|
| | |
Committee(s):
•
Audit
•
Compensation
|
| | |
Current Public Company Directorship(s):
•
None
|
| |||
|
Director Since: 2016
|
| | |
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 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)
|
|
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| |
John G. Bruno
Independent Director
|
| ||||||||
|
Age: 60
|
| | |
Committee(s):
•
Compensation (Chair)
•
Technology
|
| | |
Current Public Company Directorship(s):
•
Xerox Holdings Corp.
|
| |||
|
Director Since: 2014
|
| | |
Other Public Company Directorships in the Past Five Year(s):
•
Valor Latitude Acquisition Corp.
|
| |||||||
| Race/Ethnicity: White | | | ||||||||||
|
Top Skills and Qualifications:
•
Extensive public company strategy, business leadership, enterprise 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, and CIO
•
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 Corp., a Fortune 500 company (since 2022)
•
CEO and Managing Partner of Storm Ventures, LLC, a privately-held expert advisory management consulting firm (2021 – 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)
|
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| |
M. Johnson
Independent Director
|
| ||||||||
|
Age: 65
|
| | |
Committee(s):
•
Governance and Nominating
•
Compensation
|
| | |
Current Public Company Directorship(s):
•
Regions Financial Corporation
•
Sylvamo Corporation
|
| |||
|
Director Since: 2019
|
| | |
Other Public Company Directorship(s) in the Past Five Year(s):
•
None
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
|
| |||||||
|
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
|
|
|
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| |
Kirsten Kliphouse
Independent Director
|
| ||||||||
|
Age: 58
|
| | |
Committee(s):
•
Technology
|
| | |
Current Public Company Directorship(s):
•
Dun & Bradstreet
•
Labcorp Holdings Inc. (LabCorp.)
|
| |||
|
Director Since: 2023
|
| | |
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:
•
Cyber-security and information technology experience, 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)
|
|
|
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| |
Connie D. McDaniel
Independent Director
Former Lead Independent Director |
| ||||||||
|
Age: 66
|
| | |
Committee(s):
•
Governance and Nominating (Chair)
•
Audit
|
| | |
Current Public Company Directorship(s):
•
Virtus Mutual Fund Family
|
| |||
|
Director Since: 2019
|
| | |
Other Public Company Directorship(s) in the Past Five Years:
•
None
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
•
Provides a unique perspective on social matters and is a recipient of an ESG certification from Competent Boards
Career Highlights:
•
Chair of the board of the Virtus Mutual Funds Board (since 2025, member of the board since 2021)
•
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)
|
|
|
![]() |
| |
Joseph H. Osnoss
Independent Director
|
| ||||||||
|
Age: 47
|
| | |
Committee(s):
•
Compensation
•
Technology
|
| | |
Current Public Company Directorship(s):
•
EverCommerce Inc.
•
First Advantage Corporation (Chair of the Board)
•
Global Blue Group Holding AG
|
| |||
|
Director Since: 2022
|
| | |
Other Public Company Directorship(s) in the Past Five Years:
•
Sabre Corporation
•
Far Point Acquisition Corporation
•
Cornerstone OnDemand, Inc.
•
Zuora, Inc.
Select Professional and Community Contributions:
•
Visiting Professor in Practice at the London School of Economics
•
Participant in The Polsky Center Private Equity Council at the University of Chicago
•
Member of the Advisory Board at Stanford University Research Initiative on Long-Term Investing
•
Trustee of Brunswick School
|
| |||||||
|
Race/Ethnicity: White
|
| | ||||||||||
|
Top Skills and Qualifications:
•
Significant experience in private equity investing
•
Substantial domestic and international business experience
•
Substantial public director experience
•
Extensive experience in information technology
Career Highlights:
•
Managing Partner, Silver Lake, a global technology investment firm (since 2019), and other roles since 2002
•
Investment Banker, Goldman, Sachs & Co.
|
|
|
![]() |
| |
William B. Plummer
Independent Director
|
| ||||||||
|
Age: 66
|
| | |
Committee(s):
•
Audit (Chair)
|
| | |
Current Public Company Directorship(s):
•
Waste Management Inc.
|
| |||
|
Director Since: 2017
|
| | |
Other Public Company Directorship(s) in the Past Five Years:
•
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)
•
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)
|
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![]()
Troy Woods
Independent Chair
|
| | |
![]()
Cameron Bready
Chief Executive Officer
|
|
|
✓
Presiding at all meetings of the board (including executive sessions)
✓
Conferring with the CEO on the Company’s strategy and strategic plan
✓
Engaging with the CEO and the Company’s executive leadership team between board meetings on business developments
✓
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
|
|
| | F. Thaddeus Arroyo | | | | Joia M. Johnson | | | | Joseph H. Osnoss | | |
| |
Robert H.B. Baldwin, Jr.
|
| | | Kirsten Kliphouse | | | |
William B. Plummer
|
| |
| | John G. Bruno | | | |
Connie D. McDaniel
|
| | | M. Troy Woods | | |
|
✓
Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision.
|
|
|
✓
Diversity — The board and Governance and Nominating Committee value diverse perspectives among our directors and believe that diversity on our board should be a priority, and therefore actively seek diverse candidates with regard to 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.
|
|
|
✓
Director Commitment — The director’s ability to devote sufficient time to his/her role as a director and any committee service.
|
|
| 1 | | | | 2 | | | | 3 | |
|
Collect
Candidate Pool |
| | |
Holistic
Candidate Review |
| | |
Recommendation
to the Board |
|
|
•
Independent search firms
•
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.
•
Extensive due diligence is conducted by the Company and/or third parties, including soliciting feedback from our other directors and applicable persons outside the Company.
|
| | |
•
The Governance and Nominating Committee presents qualified candidates to the board for review, consideration and approval.
|
|
| |
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 | | |
|
Audit Committee
|
| ||||||
| | | | | | | | |
|
![]()
William B. Plummer
(Chair) |
| |
Members: William B. Plummer (Chair)*,
Robert H. B. Baldwin, Jr., Connie D. McDaniel, and John T. Turner1 |
| |
5 meetings in 2024
All members are independent
|
|
|
![]() |
| |
William B
Plummer |
| | |
![]() |
| |
Robert H. B.
Baldwin, Jr. |
| | |
![]() |
| |
Connie D.
McDaniel |
|
|
Governance and Nominating Committee
|
| ||||||
| | | | | | | | |
|
![]()
Connie D. McDaniel
(Chair) |
| |
Members: Connie D. McDaniel (Chair),
Thaddeus Arroyo; Joia Johnson; Ruth Ann Marshall1, and John T. Turner1 |
| |
4 meetings in 2024
All members are independent
|
|
|
Compensation Committee
|
| ||||||
| | | | | | | | |
|
![]()
John G. Bruno
(Chair) |
| |
Members: John G. Bruno (Chair),
Robert H.B. Baldwin, Jr., Joia M. Johnson and Joseph H. Osnoss |
| |
4 meetings in 2024
All members are independent
|
|
|
Technology Committee
|
| ||||||
| | | | | | | | |
|
![]()
F. Thaddeus Arroyo
(Chair) |
| |
Members: F. Thaddeus Arroyo (Chair),
John G. Bruno, Kirsten Kliphouse, Ruth Ann Marshall1 and Joseph H. Osnoss |
| |
4 meetings in 2024
All members are independent
|
|
| |
Director
|
| |
Annual
Basic Cash Retainer |
| |
Annual
Supplemental Cash Retainer |
| |
Annual
Stock Retainer (FMV) |
| | |||||||||
| | Independent Chair of the Board | | | | $ | 125,000 | | | | | $ | 100,000 | | | | | $ | 285,000 | | | |
| | Lead Independent Director | | | | $ | 125,000 | | | | | $ | 50,000 | | | | | $ | 230,000 | | | |
| | Chair of Audit Committee | | | | $ | 125,000 | | | | | $ | 40,000 | | | | | $ | 230,000 | | | |
| | Chair of Other Committees | | | | $ | 125,000 | | | | | $ | 30,000 | | | | | $ | 230,000 | | | |
| | All Other Non-Employee Directors | | | | $ | 125,000 | | | | | | N/A | | | | | $ | 230,000 | | | |
| |
Name
|
| |
Fees
Earned or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Total($)
|
| | |||||||||
| | F. Thaddeus Arroyo | | | | $ | 155,000 | | | | | $ | 229,956 | | | | | $ | 384,956 | | | |
| | Robert H.B. Baldwin, Jr. | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | John G. Bruno | | | | $ | 155,000 | | | | | $ | 229,956 | | | | | $ | 384,956 | | | |
| | Joia M. Johnson | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | Kirsten Kliphouse | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | Ruth Ann Marshall | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | Connie D. McDaniel | | | | $ | 205,000 | | | | | $ | 229,956 | | | | | $ | 434,956 | | | |
| | Joseph H. Osnoss | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | William B. Plummer | | | | $ | 165,000 | | | | | $ | 229,956 | | | | | $ | 394,956 | | | |
| | John T. Turner | | | | $ | 125,000 | | | | | $ | 229,956 | | | | | $ | 354,956 | | | |
| | M. Troy Woods | | | | $ | 225,000 | | | | | $ | 285,016 | | | | | $ | 510,016 | | | |
| |
Independent Directors
|
| |
Options
Outstanding as of December 31, 2024 |
| | |||
| | 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 | | | | | 25,517 | | | |
| | M. Troy Woods | | | | | 83,226 | | | |
| |
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
|
| | | | 248,050 | | | | | | | | | | | | 183,830 | | | | | | 431,880 | | | | | | * | | | |
| |
Robert Cortopassi
|
| | | | 40,854 | | | | | | | | | | | | 4,058 | | | | | | 44,912 | | | | | | * | | | |
| |
Josh J. Whipple
|
| | | | 48,449 | | | | | | | | | | | | 23,308 | | | | | | 71,757 | | | | | | * | | | |
| |
David L. Green
|
| | | | 68,450 | | | | | | | | | | | | 75,480 | | | | | | 143,930 | | | | | | * | | | |
| |
Andréa Carter
|
| | | | 19,204 | | | | | | | | | | | | 2,297 | | | | | | 21,501 | | | | | | * | | | |
| |
Shannon Johnston(4)
|
| | | | 8,640 | | | | | | | | | | | | — | | | | | | 8,640 | | | | | | * | | | |
| | Independent Directors and Director Nominees: | | | ||||||||||||||||||||||||||||||
| |
F. Thaddeus Arroyo
|
| | | | 9,920 | | | | | | | | | | | | 4,822 | | | | | | 14,742 | | | | | | * | | | |
| |
Robert H.B. Baldwin, Jr.
|
| | | | 42,738 | | | | | | | | | | | | — | | | | | | 42,738 | | | | | | * | | | |
| |
John G. Bruno
|
| | | | 15,497 | | | | | | | | | | | | — | | | | | | 15,497 | | | | | | * | | | |
| |
Joia M. Johnson
|
| | | | 12,181 | | | | | | | | | | | | 3,123 | | | | | | 15,304 | | | | | | * | | | |
| |
Kirsten Kliphouse
|
| | | | 2,724 | | | | | | | | | | | | — | | | | | | 2,724 | | | | | | * | | | |
| |
Ruth Ann Marshall
|
| | | | 47,313 | | | | | | | | | | | | — | | | | | | 47,313 | | | | | | * | | | |
| |
Connie D. McDaniel
|
| | | | 23,229 | | | | | | | | | | | | 11,394 | | | | | | 34,623 | | | | | | * | | | |
| |
Joseph H. Osnoss
|
| | | | 4,623(5) | | | | | | | | | | | | — | | | | | | 4,623 | | | | | | * | | | |
| |
William B. Plummer
|
| | | | 12,333 | | | | | | | | | | | | — | | | | | | 12,333 | | | | | | * | | | |
| |
John T. Turner
|
| | | | 28,099 | | | | | | 925,209(6) | | | | | | 25,517 | | | | | | 978,825 | | | | | | * | | | |
| |
M. Troy Woods
|
| | | | 501,920 | | | | | | | | | | | | 83,226 | | | | | | 585,146 | | | | | | * | | | |
| |
All Directors and Named Executive Officers
as a Group (17) |
| | | | 1,134,224 | | | | | | 925,209 | | | | | | 417,055 | | | | | | 2,476,488 | | | | | | * | | | |
| |
Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Shares |
| | ||||||
| | BlackRock, Inc.(1) | | | | | 17,654,029 | | | | | | 6.8% | | | |
| | The Vanguard Group(2) | | | | | 24,946,644 | | | | | | 9.58% | | | |
| | | | |
Name
|
| |
Age
|
| |
Current Position
|
| |
Position with Global Payments and
Other Principal Business Affiliations |
| | |||
| |
![]() |
| |
Robert M.
Cortopassi |
| | | | 49 | | | |
President and Chief
Operating Officer |
| |
President and Chief Operating Officer (Since July 2024); President, International Merchant Solutions and Vertical Markets (January 2022 – July 2024); President, Global Payments Integrated (October 2019 – January 2022); President, OpenEdge (October 2017 – October 2019); SVP and General Manager (April 2013 – October 2017); VP, Product Development (October 2012 – April 2013); SVP, Product Development and Technical Operations at Accelerated Payment Technologies, Inc. (October 2008 – October 2012); VP, Product Development at CAM Commerce Solutions, Inc. (July 1996 – September 2008)
|
| |
| |
![]() |
| |
Joshua J.
Whipple |
| | | | 52 | | | |
Senior Executive Vice
President and Chief Financial Officer |
| |
Chief Financial Officer (since July 2022); Chief
Strategy and Enterprise Risk Officer of the Company (March 2015 – July 2022); Investment Banker at Bank of America Merrill Lynch (June 2008 – February 2015); Investment Banker at The Bear Stearns Companies, Inc. (August 2004 – May 2008); Manager at Accenture – Strategy Consulting for Technology Firms (August 1997 – August 2023) |
| |
| |
![]() |
| |
David L.
Green |
| | | | 57 | | | |
Chief Administrative
Officer |
| |
Chief Administrative Officer (since July 2024);
Chief Administrative and Legal Officer and Corporate Secretary (July 2023 – July 2024); General Counsel and Corporate Secretary (November 2013 – June 2023); Senior Vice President and Division General Counsel of the Company (August 2011 – November 2013); Vice President and Division General Counsel of the Company (August 2007 – August 2011) |
| |
| |
![]() |
| |
Andréa
Carter |
| | | | 55 | | | |
Chief Human
Resources Officer |
| |
Chief Human Resources Officer (since 2020);
Senior Vice President, Human Resources – Corporate, International and Talent Management (September 2017 – January 2020); Chief Human Resources Officer of Habitat for Humanity (June 2016 – August 2017); Member of the Board of Directors, Churchill Downs Incorporated (since December 2022) |
| |
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2024 COMPENSATION OF OUR NEOs, AS DISCLOSED IN THIS PROXY STATEMENT. |
|
| 2024 Named Executive Officers | | | | | 59 | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 66 | | | |
| | | | | 69 | | | |
| | | | | 70 | | | |
| | | | | 70 | | | |
| | | | | 72 | | | |
| | | | | 72 | | | |
| | | | | 72 | | | |
| | | | | 73 | | | |
| Compensation of Named Executive Officers | | | | | 74 | | |
| | | | | 74 | | | |
| | | | | 77 | | | |
| | | | | 79 | | | |
| | | | | 82 | | | |
| | | | | 82 | | | |
| | | | | 83 | | | |
| | | | | 83 | | | |
| | | | | 83 | | | |
| | | | | 86 | | |
| | | |
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.
|
| | | | 63 | | | |
|
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.
Final payout is based on the Compensation Committee’s analysis and certification
of the Company’s performance against the pre-established goals. |
| | | | 64 | | | |
|
Long-Term Equity Incentives
|
| | Performance Units | | |
PSUs vest after a three-year performance period, based on EPS and relative total
shareholder return (TSR) results. PSUs incentivize the achievement of long-term performance objectives and share price performance to align our NEOs’ economic interests with those of our shareholders. |
| | | | 67 | | | |
| 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. |
| | | | 68 | | | | |||
| 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.
|
| | | | 68 | | | |
|
What We Do
|
| | |
What We Don’t Do
|
|
|
☑
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 metrics under our short-term incentive plan to reflect acquisition and disposition impacts
☑
Require Compensation Committee certification of performance results for purposes of NEOs’ compensation
☑
Payouts under our short-term incentive plan and long-term PSUs are capped at 200% of target
☑
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, 400%) and holding periods until such thresholds are met
☑
Our board and management team greatly value the opinions and feedback of our shareholders, which is why we engage with our shareholders on executive compensation
|
| | |
☒
Provide for excise tax gross-ups
☒
Permit hedging or pledging of our stock
☒
Re-price or backdate stock options or issue discounted 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
|
|
| |
Name
|
| |
Base
Salary |
| |
% of
Total |
| |
Target Short-
Term Cash Incentive |
| |
% of
Total |
| |
Target Long-
Term Equity Incentives(1) |
| |
% of
Total |
| |
Total
|
| | |||||||||||||||||||||
| | Cameron M. Bready | | | | $ | 1,000,000 | | | | | | 6% | | | | | $ | 2,000,000 | | | | | | 12% | | | | | $ | 13,750,000 | | | | | | 82% | | | | | $ | 16,750,000 | | | |
| | Robert Cortopassi(2) | | | | $ | 775,000 | | | | | | 12% | | | | | $ | 968,750 | | | | | | 14% | | | | | $ | 5,000,000 | | | | | | 74% | | | | | $ | 6,743,750 | | | |
| | Joshua J. Whipple | | | | $ | 750,000 | | | | | | 12% | | | | | $ | 900,000 | | | | | | 14% | | | | | $ | 4,600,000 | | | | | | 74% | | | | | $ | 6,250,000 | | | |
| | David L. Green | | | | $ | 695,000 | | | | | | 14% | | | | | $ | 834,000 | | | | | | 17% | | | | | $ | 3,300,000 | | | | | | 69% | | | | | $ | 4,829,000 | | | |
| | Andréa Carter | | | | $ | 620,000 | | | | | | 22% | | | | | $ | 620,000 | | | | | | 23% | | | | | $ | 1,500,000 | | | | | | 55% | | | | | $ | 2,740,000 | | | |
| | Shannon Johnston | | | | $ | 600,000 | | | | | | 19% | | | | | $ | 600,000 | | | | | | 19% | | | | | $ | 2,000,000 | | | | | | 62% | | | | | $ | 3,200,000 | | | |
| |
Name
|
| |
2024(1)
|
| |
2023
|
| |
% Change
|
| | |||||||||
| | Cameron M. Bready | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | | 0% | | | |
| | Robert Cortopassi(2) | | | | $ | 775,000 | | | | | | — | | | | | | — | | | |
| | Joshua J. Whipple | | | | $ | 750,000 | | | | | $ | 725,000 | | | | | | 3% | | | |
| | David L. Green | | | | $ | 695,000 | | | | | $ | 675,000 | | | | | | 3% | | | |
| | Andréa Carter | | | | $ | 620,000 | | | | | $ | 600,000 | | | | | | 3% | | | |
| | Shannon Johnston(3) | | | | $ | 600,000 | | | | | | — | | | | | | — | | | |
| | | | |
2024
Annual Target Bonus Opportunity |
| |
2024
Target % of Base Salary |
| |
2023
Target % of Base Salary |
| | |||||||||
| | Cameron M. Bready | | | | $ | 2,000,000 | | | | | | 200% | | | | | | 200% | | | |
| | Robert Cortopassi(1) | | | | $ | 968,750 | | | | | | 125% | | | | | | — | | | |
| | Joshua J. Whipple | | | | $ | 900,000 | | | | | | 120% | | | | | | 120% | | | |
| | David L. Green | | | | $ | 834,000 | | | | | | 120% | | | | | | 120% | | | |
| | Andréa Carter | | | | $ | 620,000 | | | | | | 100% | | | | | | 100% | | | |
| | Shannon Johnston | | | | $ | 600,000 | | | | | | 100% | | | | | | — | | | |
| |
Metric / Weighting
|
| |
Rationale
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| | |||||||||
| | Adjusted Net Revenue (50%) | | | Key component of annual operating plan | | | | | 50% | | | | | | 100% | | | | | | 200% | | | |
| |
Adjusted Operating Margin (50%)
|
| | Key measurement of overall profitability | | | | | 50% | | | | | | 100% | | | | | | 200% | | | |
| | | | |
2024 Performance and Targets
|
| |
2023 Performance and Targets
|
| | ||||||||||||||||||
| |
Performance / Payout
|
| |
Adjusted Net
Revenue (millions) |
| |
Adjusted
Operating Margin |
| |
Adjusted Net
Revenue (millions) |
| |
Adjusted
Operating Margin |
| | ||||||||||||
| |
Performance thresholds:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Threshold
|
| | | $ | 8,780 | | | | | | 44.5% | | | | | $ | 7,934 | | | | | | 44.3% | | | |
| |
Target
|
| | | $ | 9,242 | | | | | | 45.0% | | | | | $ | 8,624 | | | | | | 44.8% | | | |
| |
Maximum
|
| | | $ | 9,519 | | | | | | 45.4% | | | | | $ | 8,710 | | | | | | 45.0% | | | |
| |
Actual Performance
|
| | | $ | 9,188 | | | | | | 45.0% | | | | | $ | 8,620 | | | | | | 44.5% | | | |
| | Actual Performance Payout Results | | |
94.2%
|
| | | | 100% | | | |
99.7%
|
| | | | 69.2% | | | |
| |
Name
|
| |
Adjusted Net
Revenue |
| |
Adjusted Operating
Margin |
| |
Total
Payout |
| |
Payout %(2)
|
| | ||||||||||||
| | Cameron M. Bready | | | | $ | 942,000 | | | | | $ | 1,000,000 | | | | | $ | 1,942,000 | | | | | | 97.1% | | | |
| | Robert Cortopassi(1) | | | | $ | 266,164 | | | | | $ | 282,552 | | | | | $ | 548,716 | | | | | | 97.1% | | | |
| | Joshua J. Whipple | | | | $ | 416,835 | | | | | $ | 442,500 | | | | | $ | 859,335 | | | | | | 97.1% | | | |
| | David L. Green | | | | $ | 387,162 | | | | | $ | 411,000 | | | | | $ | 798,162 | | | | | | 97.1% | | | |
| | Andréa Carter | | | | $ | 287,310 | | | | | $ | 305,000 | | | | | $ | 592,310 | | | | | | 97.1% | | | |
| | Shannon Johnston(1) | | | | $ | 188,400 | | | | | $ | 200,000 | | | | | $ | 388,400 | | | | | | 97.1% | | | |
| |
Metric / Weighting
|
| |
Rationale
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| | |||||||||
| | Adjusted Net Revenue (40%) | | | Key component of annual operating plan | | | | | 50% | | | | | | 100% | | | | | | 200% | | | |
| | Adjusted Operating Margin (40%) | | | Key measurement of overall profitability | | | | | 50% | | | | | | 100% | | | | | | 200% | | | |
| |
Transformation Adjusted Operating
Income Benefit (20%) |
| |
Key measurement of profitability related to
transformation efforts |
| | | | 50% | | | | | | 100% | | | | | | 200% | | | |
| |
Name
|
| |
2024 Total
|
| |
2023 Total
|
| |
% Change
|
| | |||||||||
| | Cameron M. Bready | | | | $ | 13,750,000 | | | | | $ | 13,000,000 | | | | | | 6% | | | |
| | Robert Cortopassi(1) | | | | $ | 5,000,000 | | | | | | — | | | | | | — | | | |
| | Joshua J. Whipple | | | | $ | 4,600,000 | | | | | $ | 4,600,000 | | | | | | 0% | | | |
| | David L. Green | | | | $ | 3,300,000 | | | | | $ | 3,100,000 | | | | | | 6% | | | |
| | Andréa Carter | | | | $ | 1,500,000 | | | | | | — | | | | | | — | | | |
| | Shannon Johnston | | | | $ | 2,000,000 | | | | | | — | | | | | | — | | | |
| |
Metric
|
| |
Rationale
|
| |
TSR Performance Multiplier
|
| |
| | Adjusted EPS | | | Provides a strong incentive for sustained growth over the long-term with full vesting at the end of three years, while also including a modifier based on three-year relative TSR performance. | | | +/- 25% multiplier based on the Company’s total shareholder return rank relative to the S&P 500 index over the three-year performance period | | |
| |
Name
|
| |
Target Allocation to
Performance Units |
| |
Number of
Performance Units Granted(1) |
| | ||||||
| | Cameron M. Bready | | | | $ | 6,875,000 | | | | | | 52,849 | | | |
| | Robert Cortopassi(2) | | | | $ | 1,175,000 | | | | | | 11,292 | | | |
| | Joshua J. Whipple | | | | $ | 2,300,000 | | | | | | 17,681 | | | |
| | David L. Green | | | | $ | 1,650,000 | | | | | | 12,684 | | | |
| | Andréa Carter | | | | $ | 750,000 | | | | | | 5,766 | | | |
| | Shannon Johnston | | | | $ | 1,000,000 | | | | | | 7,687 | | | |
| |
Name
|
| |
Target
Allocation to Stock Options |
| |
Number of Stock
Options Granted(1) |
| | ||||||
| | Cameron M. Bready | | | | $ | 3,437,500 | | | | | | 63,167 | | | |
| | Robert Cortopassi(2) | | | | $ | 587,500 | | | | | | 13,531 | | | |
| | Joshua J. Whipple | | | | $ | 1,150,000 | | | | | | 21,132 | | | |
| | David L. Green | | | | $ | 825,000 | | | | | | 15,160 | | | |
| | Andréa Carter | | | | $ | 375,000 | | | | | | 6,891 | | | |
| | Shannon Johnston | | | | $ | 500,000 | | | | | | 9,188 | | | |
| |
Name
|
| |
Target
Allocation to Restricted Stock |
| |
Number of
Restricted Shares Granted(1) |
| | ||||||
| | Cameron M. Bready | | | | $ | 3,437,500 | | | | | | 26,425 | | | |
| | Robert Cortopassi(2) | | | | $ | 587,500 | | | | | | 5,646 | | | |
| | Joshua J. Whipple | | | | $ | 1,150,000 | | | | | | 8,841 | | | |
| | David L. Green | | | | $ | 825,000 | | | | | | 6,342 | | | |
| | Andréa Carter | | | | $ | 375,000 | | | | | | 2,883 | | | |
| | Shannon Johnston | | | | $ | 500,000 | | | | | | 3,844 | | | |
| |
Performance
Year |
| | |
Actual Annual Adjusted EPS
Growth |
| | |
Annual Multiple
|
| | |
Actual EPS Performance
Multiplier(1) |
| | ||||||||||||
| | | | 2022 | | | | | | | 17.3% | | | | | | | 182.5% | | | | | | | 141.3% | | | |
| | | | 2023 | | | | | | | 15.7% | | | | | | | 142.5% | | | | |||||||
| | | | 2024 | | | | | | | 13.9% | | | | | | | 98.8% | | | |
| |
Action
|
| | |
Company’s TSR Percentile
Rank vs. S&P 500 (01/01/2022 – 12/31/2024) |
| | |
TSR
Modifier |
| | |
Actual TSR Performance and
Relative TSR Modifier |
| | |||
| |
Reduction
|
| | |
30th percentile or below
|
| | | | | −50% | | | | |
In the period ended 12/31/2024,
our TSR ranked below the 30th percentile relative to companies in the S&P 500 index, and therefore, the final performance payout was reduced by 50%. |
| |
| |
No change
|
| | |
Between 30th and 70th percentile
|
| | | | | | | | | ||||
| |
Enhancement
|
| | |
Above 70th percentile
|
| | | | | +50% | | | |
| |
Name
|
| |
Target Number of
Shares Granted |
| |
Shares Earned at
End of Performance Period |
| |
Value When
Earned(1) |
| | |||||||||
| | Cameron M. Bready | | | | | 20,108 | | | | | | 14,196 | | | | | $ | 1,590,804 | | | |
| | Robert Cortopassi | | | | | — | | | | | | — | | | | | | — | | | |
| | Joshua J. Whipple | | | | | — | | | | | | — | | | | | | — | | | |
| | David L. Green | | | | | 10,293 | | | | | | 7,267 | | | | | $ | 814,340 | | | |
| | Andréa Carter | | | | | — | | | | | | — | | | | | | — | | | |
| | Shannon Johnston | | | | | — | | | | | | — | | | | | | — | | | |
| |
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Stock
Awards(2) |
| |
Option
Awards(3) |
| |
Non-Equity
Incentive Plan Compensation(4) |
| |
All Other
Compensation(5) |
| |
Total
|
| | |||||||||||||||||||||
| |
Cameron M. Bready
Chief Executive Officer |
| | | | 2024 | | | | | $ | 1,000,000 | | | | | $ | 10,606,595 | | | | | $ | 3,437,548 | | | | | $ | 1,942,000 | | | | | $ | 189,552 | | | | | $ | 17,175,695 | | | |
| | | 2023 | | | | | $ | 958,333 | | | | | $ | 10,193,616 | | | | | $ | 3,250,060 | | | | | $ | 1,412,778 | | | | | $ | 185,696 | | | | | $ | 16,000,483 | | | | ||||
| | | 2022 | | | | | $ | 725,000 | | | | | $ | 5,474,783 | | | | | $ | 1,367,516 | | | | | $ | 1,152,449 | | | | | $ | 135,814 | | | | | $ | 8,855,562 | | | | ||||
| |
Robert Cortopassi
President and Chief Operating Officer |
| | | | 2024 | | | | | $ | 702,083 | | | | | $ | 3,742,596 | | | | | $ | 1,250,025 | | | | | $ | 791,466 | | | | | $ | 129,664 | | | | | $ | 6,615,834 | | | |
| | | 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
| |
Joshua J. Whipple
Chief Financial Officer |
| | | | 2024 | | | | | $ | 737,500 | | | | | $ | 3,548,554 | | | | | $ | 1,150,003 | | | | | $ | 859,335 | | | | | $ | 102,110 | | | | | $ | 6,397,502 | | | |
| | | 2023 | | | | | $ | 725,000 | | | | | $ | 3,645,763 | | | | | $ | 1,150,027 | | | | | $ | 734,715 | | | | | $ | 124,307 | | | | | $ | 6,379,812 | | | | ||||
| | | 2022 | | | | | $ | 625,000 | | | | | $ | 3,900,176 | | | | | | — | | | | | $ | 769,358 | | | | | $ | 93,776 | | | | | $ | 5,388,310 | | | | ||||
| |
David L. Green
Chief Administrative Officer |
| | | | 2024 | | | | | $ | 685,000 | | | | | $ | 2,545,616 | | | | | $ | 825,007 | | | | | $ | 798,162 | | | | | $ | 114,064 | | | | | $ | 4,967,849 | | | |
| | | 2023 | | | | | $ | 675,000 | | | | | $ | 2,457,004 | | | | | $ | 775,029 | | | | | $ | 684,045 | | | | | $ | 119,183 | | | | | $ | 4,710,261 | | | | ||||
| | | 2022 | | | | | $ | 600,000 | | | | | $ | 2,940,476 | | | | | $ | 700,010 | | | | | $ | 763,000 | | | | | $ | 111,298 | | | | | $ | 5,114,784 | | | | ||||
| |
Andréa Carter
Chief Human Resources Officer |
| | | | 2024 | | | | | $ | 610,000 | | | | | $ | 1,157,207 | | | | | $ | 375,008 | | | | | $ | 592,310 | | | | | $ | 82,502 | | | | | $ | 2,817,027 | | | |
| | | 2023 | | | | | $ | 581,250 | | | | | $ | 1,584,324 | | | | | | — | | | | | $ | 468,800 | | | | | $ | 90,899 | | | | | $ | 2,725,273 | | | | ||||
| | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
| |
Shannon Johnston
Former Chief Information Officer* |
| | | | 2024 | | | | | $ | 420,000 | | | | | $ | 1,542,808 | | | | | $ | 500,011 | | | | | $ | 388,400 | | | | | $ | 72,079 | | | | | $ | 2,923,298 | | | |
| |
Grant Date
|
| |
Performance
Period End Date |
| |
Expected Term
(years) |
| |
Expected
Volatility |
| |
Risk-Free
Interest Rate |
| |
Expected
Dividend Yield |
| | ||||||||||||
| | 3/1/2024 | | | | | 12/31/2026 | | | |
2.83 years
|
| | | | 35.00% | | | | | | 4.31% | | | | | | 0.77% | | | |
| | 8/8/2024 | | | | | 12/31/2026 | | | |
2.40 years
|
| | | | 34.24% | | | | | | 3.93% | | | | | | 0.96% | | | |
| |
|
| |
2024 Performance Units
|
| | |||||||||
| |
Name
|
| |
Grant Date
Fair Value at Target |
| |
Grant Date
Fair Value Assuming Highest Performance |
| | ||||||
| |
Cameron M. Bready
|
| | | $ | 7,168,967 | | | | | $ | 14,337,934 | | | |
| |
Robert Cortopassi
|
| | | $ | 1,110,794 | | | | | $ | 2,221,588 | | | |
| |
Joshua J. Whipple
|
| | | $ | 2,398,428 | | | | | $ | 4,796,855 | | | |
| |
David L. Green
|
| | | $ | 1,720,585 | | | | | $ | 3,441,169 | | | |
| |
Andréa Carter
|
| | | $ | 782,158 | | | | | $ | 1,564,316 | | | |
| |
Shannon Johnston
|
| | | $ | 1,047,742 | | | | | $ | 2,085,483 | | | |
| |
|
| |
2023 Performance Units
|
| | |||||||||
| |
Name
|
| |
Grant Date
Fair Value at Target |
| |
Grant Date
Fair Value Assuming Highest Performance |
| | ||||||
| |
Cameron M. Bready
|
| | | $ | 6,943,511 | | | | | $ | 13,887,023 | | | |
| |
Joshua J. Whipple
|
| | | $ | 2,495,672 | | | | | $ | 4,991,345 | | | |
| |
David L. Green
|
| | | $ | 1,681,906 | | | | | $ | 3,363,812 | | | |
| |
Andréa Carter
|
| | | $ | 564,236 | | | | | $ | 846,415 | | | |
| |
|
| |
2022 Performance Units
|
| | |||||||||
| |
Name
|
| |
Grant Date
Fair Value at Target |
| |
Grant Date
Fair Value Assuming Highest Performance |
| | ||||||
| |
Cameron M. Bready
|
| | | $ | 3,302,136 | | | | | $ | 13,208,543 | | | |
| |
Joshua J. Whipple
|
| | | $ | 650,040 | | | | | $ | 1,300,079 | | | |
| |
David L. Green
|
| | | $ | 1,690,316 | | | | | $ | 6,761,266 | | | |
| |
Name
|
| |
Company
Contributions to 401(K) Plans |
| |
Company
Contributions to Non-Qualified Deferred Compensation Plan |
| |
Financial
Planning Services |
| |
Other
Perquisites and Personal Benefits(a) |
| |
Severance(b)
|
| |
Total
|
| | ||||||||||||||||||
| |
Cameron M. Bready
|
| | | $ | 17,250 | | | | | $ | 68,069 | | | | | $ | 23,615 | | | | | $ | 80,618 | | | | | | — | | | | | $ | 189,552 | | | |
| | Robert Cortopassi | | | | $ | 17,250 | | | | | $ | 56,005 | | | | | | — | | | | | $ | 56,409 | | | | | | — | | | | | $ | 129,664 | | | |
| | Joshua J. Whipple | | | | $ | 17,250 | | | | | $ | 37,969 | | | | | $ | 19,035 | | | | | $ | 27,856 | | | | | | — | | | | | $ | 102,110 | | | |
| | David L. Green | | | | $ | 17,250 | | | | | $ | 34,082 | | | | | $ | 19,035 | | | | | $ | 43,697 | | | | | | — | | | | | $ | 114,064 | | | |
| | Andréa Carter | | | | $ | 17,250 | | | | | $ | 24,951 | | | | | $ | 19,035 | | | | | $ | 21,266 | | | | | | — | | | | | $ | 82,502 | | | |
| | Shannon Johnston | | | | $ | 17,250 | | | | | | — | | | | | | — | | | | | $ | 29,392 | | | | | $ | 25,437 | | | | | $ | 72,079 | | | |
| |
Name
|
| |
Grant
Date |
| |
Estimated Future Payouts
Under Non-Equity Incentive Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(4) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards(5) |
| | |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Max
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Max
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | Cameron M. Bready | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1/1/2024 | | | | | $ | 1,000,000 | | | | | $ | 2,000,000 | | | | | $ | 4,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 26,425 | | | | | | 52,849 | | | | | | 105,698 | | | | | | | | | | | | | | | | | | | | | | | $ | 7,168,967 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,425 | | | | | | | | | | | | | | | | | $ | 3,437,628 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 63,167 | | | | | $ | 130.09 | | | | | $ | 3,437,548 | | | |
| | Robert Cortopassi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 8/1/2024 | | | | | $ | 484,375 | | | | | $ | 968,750 | | | | | $ | 1,937,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 5,093 | | | | | | 10,186 | | | | | | 20,372 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,381,731 | | | |
| |
Performance units
|
| | | | 8/8/2024 | | | | | | | | | | | | | | | | | | | | | | | | 5,646 | | | | | | 11,292 | | | | | | 22,584 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,110,794 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,093 | | | | | | | | | | | | | | | | | $ | 662,548 | | | |
| |
Restricted shares
|
| | | | 8/8/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,646 | | | | | | | | | | | | | | | | | $ | 587,523 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,174 | | | | | $ | 130.09 | | | | | $ | 662,509 | | | |
| |
Stock options
|
| | | | 8/8/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,531 | | | | | $ | 104.06 | | | | | $ | 587,516 | | | |
| | Joshua J. Whipple | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1/1/2024 | | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | $ | 1,800,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 8,841 | | | | | | 17,681 | | | | | | 35,362 | | | | | | | | | | | | | | | | | | | | | | | $ | 2,398,428 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,841 | | | | | | | | | | | | | | | | | $ | 1,150,126 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,132 | | | | | $ | 130.09 | | | | | $ | 1,150,003 | | | |
| | David L. Green | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1/1/2024 | | | | | $ | 417,000 | | | | | $ | 834,000 | | | | | $ | 1,668,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 6,342 | | | | | | 12,684 | | | | | | 25,368 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,720,585 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,342 | | | | | | | | | | | | | | | | | $ | 825,031 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,160 | | | | | $ | 130.09 | | | | | $ | 825,007 | | | |
| | Andrea Carter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1/1/2024 | | | | | $ | 310,000 | | | | | $ | 620,000 | | | | | $ | 1,240,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 2,883 | | | | | | 5,766 | | | | | | 11,532 | | | | | | | | | | | | | | | | | | | | | | | $ | 782,158 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,883 | | | | | | | | | | | | | | | | | $ | 375,049 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,891 | | | | | $ | 130.09 | | | | | $ | 375,008 | | | |
| | Shannon Johnston* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1/1/2024 | | | | | $ | 300,000 | | | | | $ | 600,000 | | | | | $ | 1,700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Performance units
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | 3,844 | | | | | | 7,687 | | | | | | 15,374 | | | | | | | | | | | | | | | | | | | | | | | $ | 1,042,742 | | | |
| |
Restricted shares
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,844 | | | | | | | | | | | | | | | | | $ | 500,066 | | | |
| |
Stock options
|
| | | | 3/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,188 | | | | | $ | 130.09 | | | | | $ | 500,011 | | | |
| | | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| | ||||||||||||||||||||||||||||||||||||||||||
| |
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price ($/sh) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| | |||||||||||||||||||||||||||
| |
Cameron M. Bready
|
| | | | 7/30/2015 | | | | | | 3,780 | | | | | | — | | | | | $ | 55.92 | | | | | | 7/30/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 7/29/2016 | | | | | | 9,703 | | | | | | — | | | | | $ | 74.66 | | | | | | 7/29/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2017 | | | | | | 16,270 | | | | | | — | | | | | $ | 79.45 | | | | | | 3/1/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/26/2018 | | | | | | 13,038 | | | | | | — | | | | | $ | 114.70 | | | | | | 2/26/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/25/2019 | | | | | | 20,518 | | | | | | — | | | | | $ | 128.22 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/24/2020 | | | | | | 23,929 | | | | | | — | | | | | $ | 200.42 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2021 | | | | | | 20.136 | | | | | | — | | | | | $ | 196.06 | | | | | | 2/22/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | 18,651 | | | | | | 9,326 | | | | | $ | 136.02 | | | | | | 2/22/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | 12,171 | | | | | | 24,343 | | | | | $ | 113.12 | | | | | | 2/21/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 6/1/2023 | | | | | | 12,408 | | | | | | 24,816 | | | | | $ | 98.84 | | | | | | 6/1/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | 63,167 | | | | | $ | 130.09 | | | | | | 3/1/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,352 | | | | | $ | 375,625 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,145 | | | | | $ | 1,136,849 | | | | | | — | | | | | | — | | | |
| | | | | | | 6/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,312 | | | | | $ | 1,155,563 | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,856 | | | | | $ | 3,569,783 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,196(4) | | | | | $ | 1,590,804 | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,866(5) | | | | | $ | 6,820,644 | | | |
| | | | | | | 6/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,868(5) | | | | | $ | 6,932,928 | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 105,698(6) | | | | | $ | 11,844,518 | | | |
| | Total | | | | | | | | | | | 150,604 | | | | | | 121,652 | | | | | | | | | | | | | | | | | | 55,665 | | | | | $ | 6,237,820 | | | | | | 242,628 | | | | | $ | 27,188,894 | | | |
| |
Robert Cortopassi
|
| | | | 3/1/2024 | | | | | | — | | | | | | 12,174 | | | | | $ | 130.09 | | | | | | 3/1/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 8/8/2024 | | | | | | — | | | | | | 13,531 | | | | | $ | 104.06 | | | | | | 8/8/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,779 | | | | | $ | 535,535 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,832 | | | | | $ | 429,414 | | | | | | — | | | | | | — | | | |
| | | | | | | 8/4/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,490 | | | | | $ | 1,511,689 | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,015 | | | | | $ | 786,101 | | | | | | — | | | | | | — | | | |
| | | | | | | 8/8/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,646 | | | | | $ | 632,691 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,753(4) | | | | | $ | 756,741 | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,621(5) | | | | | $ | 966,069 | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,372(6) | | | | | $ | 2,282,886 | | | |
| | | | | | | 8/8/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,584(6) | | | | | $ | 2,530,763 | | | |
| | Total | | | | | | | | | | | — | | | | | | 25,705 | | | | | | | | | | | | | | | | | | 34,762 | | | | | $ | 3,895,430 | | | | | | 58,330 | | | | | $ | 6,536,459 | | | |
| |
Joshua J. Whipple
|
| | | | 2/21/2023 | | | | | | 8,132 | | | | | | 16,264 | | | | | $ | 113.12 | | | | | | 2/21/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | 21,132 | | | | | $ | 130.09 | | | | | | 3/1/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,779 | | | | | $ | 535,535 | | | | | | — | | | | | | — | | | |
| | | | | | | 8/4/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,370 | | | | | $ | 377,642 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,778 | | | | | $ | 759,543 | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,665 | | | | | $ | 1,307,180 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,753(4) | | | | | $ | 756,741 | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,666(5) | | | | | $ | 4,557,032 | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,362(6) | | | | | $ | 3,962,666 | | | |
| | Total | | | | | | | | | | | 8,132 | | | | | | 37,396 | | | | | | | | | | | | | | | | | | 26,582 | | | | | $ | 2,979,900 | | | | | | 82,781 | | | | | $ | 9,276,439 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| | ||||||||||||||||||||||||||||||||||||||||||
| |
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Option
Exercise Price ($/sh) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| | |||||||||||||||||||||||||||
| |
David L. Green
|
| | | | 7/29/2016 | | | | | | 5,635 | | | | | | — | | | | | $ | 74.66 | | | | | | 7/29/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2017 | | | | | | 9,418 | | | | | | — | | | | | $ | 79.45 | | | | | | 3/1/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/26/2018 | | | | | | 7,837 | | | | | | — | | | | | $ | 114.70 | | | | | | 2/26/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/25/2019 | | | | | | 8,365 | | | | | | — | | | | | $ | 128.22 | | | | | | 2/25/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/24/2020 | | | | | | 9,572 | | | | | | — | | | | | $ | 200.42 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2021 | | | | | | 9,093 | | | | | | — | | | | | $ | 196.06 | | | | | | 2/22/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | 9,547 | | | | | | 4,774 | | | | | $ | 136.02 | | | | | | 2/22/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | 5,480 | | | | | | 10,961 | | | | | $ | 113.12 | | | | | | 2/21/2033 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | 15,160 | | | | | $ | 130.09 | | | | | | 3/1/2034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,716 | | | | | $ | 192,295 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,568 | | | | | $ | 511,890 | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,972 | | | | | $ | 1,005,402 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,267(4) | | | | | $ | 814,340 | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,406(5) | | | | | $ | 3,071,116 | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,368(6) | | | | | $ | 2,842,738 | | | |
| | Total | | | | | | | | | | | 64,947 | | | | | | 30,895 | | | | | | | | | | | | | | | | | | 15,256 | | | | | $ | 1,709,587 | | | | | | 60,041 | | | | | $ | 6,728,194 | | | |
| |
Andréa Carter
|
| | | | 3/1/2024 | | | | | | — | | | | | | 6,891 | | | | | $ | 130.09 | | | | | | 3/1/2034 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,661 | | | | | $ | 1,194,672 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,065 | | | | | $ | 343,464 | | | | | | — | | | | | | — | | | |
| | | | | | | 5/31/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,413 | | | | | $ | 382,461 | | | | | | — | | | | | | — | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,685 | | | | | $ | 525,001 | | | | | | — | | | | | | — | | | |
| | | | | | | 2/22/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,676(4) | | | | | $ | 523,993 | | | |
| | | | | | | 2/21/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,896(5) | | | | | $ | 772,766 | | | |
| | | | | | | 3/1/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,532(6) | | | | | $ | 1,292,276 | | | |
| | Total | | | | | | | | | | | — | | | | | | 6,891 | | | | | | | | | | | | | | | | | | 21,824 | | | | | $ | 2,445,598 | | | | | | 23,104 | | | | | $ | 2,589,035 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
Option Awards
|
| |
Stock Awards
|
| | ||||||||||||||||||
| | | | |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#)(2) |
| |
Value
Realized on Vesting ($)(3) |
| | ||||||||||||
| | Cameron M. Bready | | | | | — | | | | | | — | | | | | | 34,083 | | | | | $ | 4,356,601 | | | |
| | Robert Cortopassi | | | | | — | | | | | | — | | | | | | 19,102 | | | | | $ | 2,281,661 | | | |
| | Joshua J. Whipple | | | | | — | | | | | | — | | | | | | 18,419 | | | | | $ | 2,315,513 | | | |
| | David L. Green | | | | | 11,868 | | | | | $ | 573,719 | | | | | | 13,538 | | | | | $ | 1,793,131 | | | |
| | Andréa Carter | | | | | — | | | | | | — | | | | | | 10,774 | | | | | $ | 1,374,828 | | | |
| | Shannon Johnston* | | | | | — | | | | | | — | | | | | | 17,304 | | | | | $ | 1,962,279 | | | |
| |
Name
|
| |
NEO
Contributions in 2024 |
| |
Company
Contributions in 2024(1) |
| |
Aggregate
Earnings (Losses) in 2024 |
| |
Withdrawals
in 2024 |
| |
Aggregate
Balance at December 31, 2024 |
| | |||||||||||||||
| | Cameron M. Bready | | | | | — | | | | | $ | 68,069 | | | | | $ | 23,686 | | | | | | — | | | | | $ | 300,432 | | | |
| | Robert Cortopassi | | | | | — | | | | | $ | 56,005 | | | | | $ | 17,263 | | | | | | — | | | | | $ | 146,792 | | | |
| | Joshua J. Whipple | | | | | — | | | | | $ | 37,969 | | | | | $ | 51,567 | | | | | $ | (103,935) | | | | | $ | 205,153 | | | |
| | David L. Green | | | | | — | | | | | $ | 34,082 | | | | | $ | 14,320 | | | | | | — | | | | | $ | 198,288 | | | |
| | Andréa Carter | | | | | — | | | | | $ | 24,951 | | | | | $ | 6,651 | | | | | | — | | | | | $ | 77,129 | | | |
| | Shannon Johnston* | | | | $ | 65,769 | | | | | $ | 33,860 | | | | | $ | 4,530 | | | | | | — | | | | | $ | 116,175 | | | |
| |
Name and Form of Payment
|
| |
Termination
Without Cause; Resignation for Good Reason (No Change in Control) |
| |
Termination
Without Cause or Resignation for Good Reason (Change in Control)(1) |
| |
Death or
Disability |
| |
Retirement
|
| |
Termination
for Cause; Resignation Without Good Reason |
| | |||||||||||||||
| | Cameron M. Bready | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Base salary severance | | | | $ | 2,000,000 | | | | | $ | 3,000,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |
| | Annual cash incentive bonus | | | | | 1,942,000 | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Other cash severance | | | | | 4,000,000 | | | | | | 6,000,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Restricted stock acceleration | | | | | 6,237,820 | | | | | | 6,237,820 | | | | | | 6,237,820 | | | | | | 6,237,820 | | | | | | — | | | |
| | Stock option acceleration(2) | | | | | 328,068 | | | | | | 328,068 | | | | | | 328,068 | | | | | | 328,068 | | | | | | — | | | |
| | Performance units | | | | | 10,241,220(3) | | | | | | 17,539,407(3) | | | | | | 14,389,849(4) | | | | | | 18,475,108(5) | | | | | | — | | | |
| | COBRA | | | | | 41,045 | | | | | | 41,045 | | | | | | — | | | | | | — | | | | | | — | | | |
| |
Total
|
| | | $ | 24,790,153 | | | | | $ | 35,146,340 | | | | | $ | 20,955,737 | | | | | $ | 25,040,996 | | | | | $ | — | | | |
| | Robert Cortopassi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Base salary severance | | | | $ | 1,162,500 | | | | | $ | 1,550,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |
| | Annual cash incentive bonus | | | | | 791,466 | | | | | | 968,750 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Other cash severance | | | | | 1,453,125 | | | | | | 1,937,500 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Restricted stock acceleration | | | | | 3,895,430 | | | | | | 3,895,430 | | | | | | 3,895,430 | | | | | | 3,895,430 | | | | | | — | | | |
| | Stock option acceleration(2) | | | | | 72,160 | | | | | | 108,248 | | | | | | 108,248 | | | | | | 108,248 | | | | | | — | | | |
| | Performance units | | | | | 2,126,656(3) | | | | | | 4,016,903(3) | | | | | | 3,807,575(4) | | | | | | 4,397,122(5) | | | | | | — | | | |
| | COBRA | | | | | 41,219 | | | | | | 41,219 | | | | | | — | | | | | | — | | | | | | — | | | |
| |
Total
|
| | | $ | 9,542,556 | | | | | $ | 12,518,050 | | | | | $ | 7,811,253 | | | | | $ | 8,400,800 | | | | | $ | — | | | |
| | Joshua J. Whipple | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Base salary severance | | | | $ | 1,125,000 | | | | | $ | 1,500,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |
| | Annual cash incentive bonus | | | | | 859,335 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Other cash severance | | | | | 1,350,000 | | | | | | 1,800,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Restricted stock acceleration | | | | | 2,979,900 | | | | | | 2,979,900 | | | | | | 2,979,900 | | | | | | 2,979,900 | | | | | | — | | | |
| | Stock option acceleration(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | Performance units | | | | | 3,629,316(5) | | | | | | 6,060,205(5) | | | | | | 5,016,590(5) | | | | | | 6,373,300(5) | | | | | | — | | | |
| | COBRA | | | | | 41,045 | | | | | | 41,045 | | | | | | — | | | | | | — | | | | | | — | | | |
| |
Total
|
| | | $ | 9,984,596 | | | | | $ | 13,281,150 | | | | | $ | 7,996,490 | | | | | $ | 9,353,200 | | | | | $ | — | | | |
| | David L. Green | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Base salary severance | | | | $ | 1,042,500 | | | | | $ | 1,390,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |
| | Annual cash incentive bonus | | | | | 798,162 | | | | | | 834,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Other cash severance | | | | | 1,251,000 | | | | | | 1,668,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Restricted stock acceleration | | | | | 1,709,587 | | | | | | 1,709,587 | | | | | | 1,709,587 | | | | | | 1,709,587 | | | | | | — | | | |
| | Stock option acceleration(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | Performance units | | | | | 4,699,124(5) | | | | | | 4,699,124(5) | | | | | | 4,699,124 (5) | | | | | | 4,699,124(5) | | | | | | — | | | |
| | COBRA | | | | | 41,045 | | | | | | 41,045 | | | | | | — | | | | | | — | | | | | | — | | | |
| |
Total
|
| | | $ | 9,541,418 | | | | | $ | 10,341,756 | | | | | $ | 6,408,711 | | | | | $ | 6,408,711 | | | | | $ | — | | | |
| | Andréa Carter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Base salary severance | | | | $ | 930,000 | | | | | $ | 1,240,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |
| | Annual cash incentive bonus | | | | | 592,310 | | | | | | 620,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Other cash severance | | | | | 930,000 | | | | | | 1,240,000 | | | | | | — | | | | | | — | | | | | | — | | | |
| | Restricted stock acceleration | | | | | 2,445,597 | | | | | | 2,445,597 | | | | | | 2,445,597 | | | | | | 2,445,597 | | | | | | — | | | |
| | Stock option acceleration(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | Performance units | | | | | 1,193,798(4) | | | | | | 1,852,688(3) | | | | | | 1,685,270(4) | | | | | | 1,954,775(5) | | | | | | — | | | |
| | COBRA | | | | | 13,227 | | | | | | 13,227 | | | | | | — | | | | | | — | | | | | | — | | | |
| |
Total
|
| | | $ | 6,104,932 | | | | | $ | 7,411,512 | | | | | $ | 4,130,867 | | | | | $ | 4,400,372 | | | | | $ | — | | | |
| | | | | | | | | | | | | | | | | | | |
| | Year (a) | | | Summary Compensation Table Total for First PEO (Sloan)(1) (b) | | | Summary Compensation Table Total for Second PEO (Bready)(1) (b) | | | Compensation Actually Paid for First PEO (Sloan)(1)(2)(3) (c) | | | Compensation Actually Paid for Second PEO (Bready)(1)(2)(3) (c) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | | | Average Compensation Actually Paid for Non-PEO Named Executive Officers(1)(2)(3) (e) | | | Value of Initial Fixed $100 Investment Based on(4): | | | Net Income (h) | | | CSM: EPS (i) | | | |||||||||||||||||||||||||||||||||
| Company Total Shareholder Return (f) | | | Peer Group Total Shareholder Return (g) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2024 | | | | | | | | | $ | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | ||||||||||
| | 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | ||||||||||
| | 2022 | | | | $ | | | | | | | | | | $ | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | ||||||||||
| | 2021 | | | | $ | | | | | | | | | | $ | ( | | | | | | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | ||||||||
| | 2020 | | | | $ | | | | | | | | | | $ | | | | | | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |
| |
2020-2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
| |
Cameron Bready
|
| |
Cameron Bready
|
| |
Joshua Whipple
|
| |
Robert Cortopassi
|
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| |
Paul Todd
|
| |
Paul Todd
|
| |
Guido Sacchi
|
| |
Joshua Whipple
|
| |
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Guido Sacchi
|
| |
Joshua Whipple
|
| |
David Green
|
| |
David Green
|
| |
| |
David Green
|
| |
Guido Sacchi
|
| |
Andrea Carter
|
| |
Andrea Carter
|
| |
| | | | |
David Green
|
| | | | |
Shannon Johnston
|
| |
| | Year | | | Summary Compensation Table Total for Second PEO | | | Exclusion of Stock Awards for Second PEO | | | Inclusion of Equity Values for Second PEO | | | Compensation Actually Paid to Second PEO | | | ||||||||||||
| | 2024 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |
| | Year | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Exclusion of Stock Awards for Non-PEO NEOs | | | Average Inclusion of Equity Values for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs | | | ||||||||||||
| | 2024 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |
| | Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO | | | Value of Dividends Paid on Equity Awards Not Otherwise Included for Second PEO | | | Total — Inclusion of Equity Values for Second PEO | | | |||||||||||||||||||||
| | 2024 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | ( | | | | | | | | | | $ | | | | | $ | | | |
| | Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | | | Average Value of Dividends Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | | | Total — Average Inclusion of Equity Values for Non-PEO NEOs | | | |||||||||||||||||||||
| | 2024 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | $ | | | |
| | Most Important Performance Measures(1) | | |
| | | | |
| | | | |
| | | | |
| |
Country
|
| |
# of Employees
|
| |
Country
|
| |
# of Employees
|
| |
Country
|
| |
# of Employees
|
| |
| | Austria | | |
31
|
| | Israel | | |
11
|
| | Singapore | | |
26
|
| |
| | Bermuda | | |
3
|
| | Italy | | |
1
|
| | Slovakia | | |
52
|
| |
| | Brazil | | |
201
|
| | Macao | | |
6
|
| | Sri Lanka | | |
25
|
| |
| | Chile | | |
87
|
| | Malaysia | | |
92
|
| | Taiwan | | |
59
|
| |
| | Gibraltar | | |
18
|
| | Malta | | |
24
|
| | Turkey | | |
39
|
| |
| | Greece | | |
144
|
| | Netherlands | | |
156
|
| |
United Arab Emirates
|
| |
61
|
| |
| | Hong Kong | | |
133
|
| |
New Zealand
|
| |
9
|
| | | | | | | |
| | Hungary | | |
39
|
| | Romania | | |
25
|
| | | | | | | |
| | | | |
2024
|
| |
2023
|
| | ||||||
| | Audit fees | | | | $ | 8,457,005 | | | | | $ | 10,215,299 | | | |
| | Audit-related fees | | | | $ | 267,366 | | | | | $ | 643,122 | | | |
| | Tax fees | | | | $ | 4,457,128 | | | | | $ | 4,352,300 | | | |
| | All other fees | | | | | — | | | | | | — | | | |
| | Total | | | | $ | 13,181,499 | | | | | $ | 15,210,721 | | | |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
|
| | | | |
Prior Plans(1)
|
| |
| | Total shares underlying outstanding stock options | | |
778,000
|
| |
| | Total shares underlying outstanding unvested time-based full value awards | | |
1,626,000
|
| |
| | Total shares underlying outstanding unvested performance-based full value awards(2) | | |
626,000
|
| |
| | Total shares underlying all outstanding awards | | |
3,030,000
|
| |
| | Weighted average exercise price of outstanding stock options | | |
$112.91
|
| |
| | Weighted average remaining contractual life of outstanding stock options | | |
5.52 years
|
| |
| | Total shares currently available for grant of new awards as of December 31, 2024(3) | | |
6,623,550
|
| |
| | Common Stock outstanding as of December 31, 2024 | | |
248,708,899
|
| |
| | Market price of Common Stock as of December 31, 2024 | | |
$112.06
|
| |
| |
Key Equity Metric
|
| |
2024
|
| |
2023
|
| |
2022
|
| | |||||||||
| | Burn Rate(1) | | | | | 0.55% | | | | | | 0.60% | | | | | | 0.60% | | | |
| | Overhang(2) | | | | | 3.88% | | | | | | 3.72% | | | | | | 3.97% | | | |
| | Dilution(3) | | | | | 1.22% | | | | | | 1.31% | | | | | | 1.25% | | | |
| |
Feature
|
| |
Description
|
| |
| | Independent administration | | | Administered by our independent Compensation Committee. | | |
| | No automatic replenishment of shares | | | The Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance can be automatically replenished. | | |
| | Fixed year term | | | Unless earlier terminated, has a fixed 10 year term ending on April 24, 2035. | | |
| | Minimum one-year vesting requirement | | | Subject to certain limited exceptions (including awards to non-employee directors), awards will generally be subject to a minimum vesting period of one year from the date of grant. | | |
| |
Feature
|
| |
Description
|
| |
| | No liberal share recycling | | | Prohibits the re-use of shares withheld or delivered to satisfy the exercise price of a stock option or SAR or to satisfy tax withholding requirements. Also prohibits “net share counting” upon the exercise of stock options or SARs. | | |
| | Double-trigger change-in-control vesting provision | | | If awards are assumed by a successor in connection with a change in control, such awards will not automatically vest and pay out solely as a result of the change in control. Instead, such awards will vest if, within two years after the effective date of the change in control, the participant’s employment is terminated without cause or for good reason. | | |
| | Limitation on annual director awards | | | A limit of $600,000, or $850,000 in the case of a Chair of our board or Lead Director, per fiscal year applies to the total value of the aggregate grant date fair value of all equity-based grants and cash fees paid to a single non-employee director. | | |
| | No discounted options or SARs | | | Minimum 100% fair market value (as of the date of grant) exercise price for options and SARs. | | |
| | Prohibition on repricing | | | The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of shareholders, including by a cash repurchase of “underwater” awards. | | |
| | Clawback | | | Awards are subject to clawback policies adopted by the Company. | | |
| | No current payment of dividend equivalents on unearned performance-based awards | | | Dividend equivalents with respect to performance-based awards will not be paid or distributed unless and until the underlying award vests. | | |
| |
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a)(1) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b)(2) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(3) |
| | |||||||||
| | Equity compensation plans approved by security holders | | | | | 1,404,000 | | | | | $ | 112.91 | | | | | | 6,623,550(4) | | | |
| | Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | 472,193(5) | | | |
| |
Total
|
| | | | 1,404,000 | | | | | $ | 112.91 | | | | | | 7,095,743 | | | |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL
OF THE GLOBAL PAYMENTS 2025 INCENTIVE PLAN |
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL
OF THE AMENDED ESPP. |
|
| |
Metric
|
| |
Definition
|
| |
Rationale for Use
|
| |
| |
Adjusted EPS
|
| |
Adjusted EPS is calculated by dividing adjusted net income attributable to the Company, excluding the impact of foreign currency exchange rates, by the diluted weighted-average number of shares outstanding.
Adjusted net income attributable to the Company for 2024 reflects adjustments to remove (i) acquisition-related amortization expense; (ii) share-based compensation expense; (iii) acquisition, integration and separation expense; (iv) gain or losses on business dispositions; (v) facilities exit charges; (vi) charges for business transformation activities; (vii) discrete tax items; (viii) other income and expenses; (ix) employee termination benefits; (x) charges for technology assets that will no longer be utilized under a revised technology architecture development strategy; (xi) modernization charges; (xii) asset; write-offs for discontinued initiatives; and (xiii) the effect of noncontrolling interests and income taxes, as applicable.
|
| | Adjusted EPS is a primary metric management uses to more closely reflect the economic benefits to our core business and other factors we believe are pertinent to the daily management of our operations. | | |
| |
Adjusted Net Revenue
|
| | Adjusted net revenue for 2024 excludes (i) gross-up related payments (included in operating expenses) associated with certain lines of business to reflect the economic benefits to the Company; (ii) the effect of acquisition accounting fair value adjustments for software-related contract liabilities associated with acquired businesses; and (iii) the impact of foreign currency exchange rates. | | | Adjusted net revenue is used to set goals for and to determine incentive compensation. | | |
| |
Metric
|
| |
Definition
|
| |
Rationale for Use
|
| |
| |
Adjusted Operating Margin
|
| |
Adjusted operating margin is calculated by dividing adjusted operating income by adjusted net revenue; both measures exclude the impact of foreign currency exchange rates.
Adjusted operating income for 2024 excludes (i) acquisition-related amortization expense; (ii) share-based compensation expense; (iii) acquisition, integration and separation expense; (iv) gain or losses on business divestitures; (v) facilities exit charges; (vi) charges for business transformation activities; (vii) employee termination benefits; (viii) charges for technology assets that will no longer be utilized under a revised technology architecture development strategy; (ix) modernization charges; (x) asset write-offs for discontinued initiatives; and (xi) other items specific to the reporting period.
|
| | Adjusted operating margin allows us to assess the quality and efficiency of our operations to promote a long-term outlook. | | |
| |
Transformation Adjusted Operating Income Benefit
|
| | Transformation adjusted operating income benefit is the incremental adjusted operating income driven by initiatives in connection with the Company’s transformation efforts. | | | Key measurement of profitability related to the Company’s transformation efforts. | | |
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| ARTICLE 11 QUALIFIED STOCK-BASED AWARDS | | | | | | | |
|
11.1
Options and Stock Appreciation Rights
|
| | | | | | |
|
11.2
Other Awards
|
| | | | | | |
|
11.3
Performance Goals
|
| | | | | | |
|
11.4
Inclusions and Exclusions from Performance Criteria
|
| | | | | | |
|
11.5
Certification of Performance Goals
|
| | | | | | |
|
11.6
Award Limits
|
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