As filed with the Securities and Exchange Commission on March 21, 201716, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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☐ | Preliminary Proxy Statement | |
☐ | Confidential, For Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant toSection 240.14a-12 |
GLOBAL PAYMENTS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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PROXY STATEMENT AND NOTICE OF
2018 ANNUAL MEETING OF SHAREHOLDERS
April 27, 2018
3550 Lenox Road
Atlanta, Georgia 3032130326
(770)829-8991
March 21, 201716, 2018
Dear Shareholder:
The board of directors and officers of Global Payments Inc. join me in extending to you a cordial invitation to attend our 2017 annual meeting2018 Annual Meeting of shareholders.Shareholders. The meeting will be held on Wednesday, May 3, 2017,Friday, April 27, 2018, at 9:30 a.m. Eastern Daylight Time, at our offices at 3550 Lenox Road, Atlanta, GA 30321.30326. At the annual meeting, shareholders will be asked to vote on fourthree proposals set forth in the Notice of 20172018 Annual Meeting of Shareholders and the proxy statement following this letter.
Whether or not you plan to attend the annual meeting, it is important that your shares are represented and voted regardless of the size of your holdings. We urge you to vote promptly and submit your proxy via the internet, by telephone or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the annual meeting, you will be able to vote in person, even if you have submitted your proxy previously.
If you have any questions concerning the annual meeting and you are the shareholder of record of your shares, please contact our Investor Relations department at Investor.Relations@globalpay.com or (770)829-8478. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the annual meeting.
We look forward to seeing you on May 3.April 27.
Sincerely,
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Jeffrey S. Sloan | William I Jacobs | |
Chief Executive Officer | Chairman of the Board |
NOTICE OF | ||||
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9:30 a.m. Eastern Daylight Time | 3550 Lenox Road Atlanta, Georgia 30326 |
Items of Business
1. | To elect the three directors nominated by our board of directors and named in the proxy statement; |
2. | To approve, on an advisory basis, the compensation of our named executive officers; |
3. | To |
The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
Record Date
Close of business on March 3, 2017.5, 2018.
On March 21, 2017,16, 2018, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 3, 20175, 2018 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. If you do not attend the annual meeting, you may vote your shares via the internet or by telephone, as instructed in the Notice of Electronic Availability of Proxy Materials, or if you received your proxy materials by mail, you may also vote by mail.
YOUR VOTE IS IMPORTANT
Submitting your proxy does not affect your right to vote in person if you attend the annual meeting. Instead, it benefits us by reducing the expenses of additional proxy solicitation. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 10 Glenlake Parkway, North Tower,3550 Lenox Road, Suite 3000, Atlanta, Georgia 30328-3473,30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting in person; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on May 2, 2017.April 26, 2018.
When you submit your proxy, you authorize Jeffrey S. Sloan and David L. Green, or either one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the election of the director nominees; for the approval, on an advisory basis, of the compensation of our named executive officers; for a frequency of every year (1 year) of future advisory votes on compensation of our named executive officers; and for the ratification of the reappointment of Deloitte as the Company’s independent public accounting firm. The proxies, in their discretion, are further authorized to vote on any adjournments or postponements of the annual meeting, for the election of one or more persons to the board of directors if any of the nominees becomes unable to serve or for good cause will not serve, on matters which the board does not know a reasonable time before making the proxy solicitations will be presented at the annual meeting, or any other matters which may properly come before the annual meeting and any postponements or adjournments thereto.
By Order of the Board of Directors,
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David L. Green Executive Vice President, General Counsel and Corporate Secretary |
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Questions and Answers About Our Annual Meeting and this Proxy Statement | 8 | |||
Nominees for Election as Directors with Terms Expiring in 2021 | ||||
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Board and Committee Membership — Director Attendance at Meetings | 21 | |||
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Proposal Two: Advisory Vote to Approve the Compensation of Our Named Executive Officers | ||||
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Potential Payments Upon Termination, Retirement or Change in Control | ||||
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Proposal | ||||
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This summary highlights information contained elsewhere in this proxy statement, but does not contain all of the information you should consider before voting your shares. As previously reported, on July 27, 2016, our board of directors authorized a change in our fiscal year to a calendar year-end, following a seven-month transition period from June 1, 2016 to December 31, 2016, which we refer to herein as the “2016 fiscal transition period.” As a result, this shareholder meeting is being accelerated to coincide with the new fiscal year end. For complete information regarding the 2017 annual shareholder meeting,2018 Annual Meeting of Shareholders, which we refer to as the “annual meeting,” the proposals to be voted on at the annual meeting, and our performance during the 2016 fiscal transition period,year ended December 31, 2017, please review the entire proxy statement and our Transition2017 Annual Report on Form10-K, for the 2016 fiscal transition period, or the TransitionAnnual Report on Form10-K. In this proxy statement, the “Company,” “we,” “our” and “us” refer to Global Payments Inc. and its consolidated subsidiaries, unless the context requires otherwise.
Information About Our 20172018 Annual Meeting
Date and Time: | ||
Place: | Our offices at 3550 Lenox Road, Atlanta, Georgia, | |
Record Date: | March | |
Voting: | Holders of our common stock as of the close of business on the record date may vote at the annual meeting. Each shareholder is entitled to one vote per share for each director nominee and one vote per share for each of the other proposals described below. |
Proposals and Voting Recommendations
Proposal |
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1 – Election of Three Directors | FOR each nominee | ||||||||||||||
2 – Advisory Vote on Compensation of Our Named Executive Officers (“say-on-pay” vote) | FOR | ||||||||||||||
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2016 Fiscal Transition PeriodBusiness and Strategy
We are a leading worldwide provider of payment technology and software solutions delivering innovative services to our customers globally. Our technologies, services and employee expertise enable us to provide a broad range of solutions that allow our customers to accept various payment types and operate their businesses more efficiently. We distribute our services across a variety of channels to customers in 30 countries throughout North America, Europe, the Asia-Pacific region and Brazil and operate in three reportable segments: North America, Europe and Asia-Pacific.
Our services enable our customers to accept card, electronic, check and digital-based payments at the point of sale. We offer high touch services that provide our customers with reliable and secure payment solutions coupled with high quality and responsive support services.
We seek to leverage the adoption of, and transition to, card, electronic and digital-based payments by expanding share in our existing markets through our distribution channels and service innovation, as well as through acquisitions to improve our offerings and scale, while also seeking to enter new markets through acquisitions, alliances and joint ventures around the world. We intend to continue to invest in and leverage our technology infrastructure and our people to increase our penetration in existing markets.
Our key objectives include the following:
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 1
Our board and its committees provide support and oversight to management in the operation of our business and strategy, as further described in this proxy.
We experienced strong business and financial performance around the world during the year ended December 31, 2017. Highlights related to our financial condition and results of operations as of December 31, 2017 and for the year then ended include the following:
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 1
The following graph compares the cumulative shareholder returns of $100 invested in the S&P 500 Index, our Company and the average of our performance peer group from JuneJanuary 1, 2013 through February 28,December 31, 2017, assuming reinvestment of dividends.
The graph excludes peer group performance for Sabre Corporation, PayPal, Inc. and First Data Corp., because these two companies were not publicly traded for the full period presented above.
2 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Board and Corporate Governance Highlights (Page 13)18)
Our board of directors valuesWe have adopted leading governance practices that establish strong independent effectiveleadership in our boardroom and ethical corporate governance.provide our shareholders with meaningful rights. Highlights of our corporate governance structure include the following:include:
☑ Independent Chairman
☑ Eight of nine ☑ Fully independent Audit, Compensation, and Governance and Nominating Committees ☑
| ☑ Proxy access for shareholders | ☑ Majority voting for directors in uncontested elections ☑ Minimum stock ownership requirements ☑ Limitation on outside board and audit committee service ☑ Greater than 75% attendance at meetings ☑Non-employee directors meet without management present ☑ Code of business conduct and ethics for directors | ||
The board has taken a thoughtful and deliberate approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and enable them to provide oversight of management to ensure accountability to our shareholders. The composition of our board consists of:
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 3
The board has identified the following key qualifications and experience that are important to be represented on the board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board based on information provided by our directors. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages13-17.
4 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Shareholder Outreach (Page 25)
We believe in providing transparent and timely information to our investors. Each year we routinely engage shareholders and analysts in various forums, which may include industry conferences, road-shows, meetings at our offices or at our shareholders’ offices, conference calls and Investor Day events. Throughout the year, we held meetings with many of our top institutional investors. In our meetings, we discussed a variety of topics that are important to investors, including industry trends, corporate governance, Company performance and operations and short and long-term strategic direction.
In 2017, after thoughtful discussions with shareholders and considering the viewpoints of governance experts and advisors, we adopted a bylaw allowing shareholders to nominate directors and to have such nominees included in the proxy statement.
Compensation Philosophy and Highlights (Page 27)33)
We Do: | We Do Not: | |||||
☑ | Tie pay to financial and share price performance | ☒ | Provide for excise taxgross-ups | |||
☑ | Retain an independent compensation consultant | ☒ | Permit hedging or pledging of our stock | |||
☑ | Benchmark against our peer group | ☒ | ||||
☑ | Conduct an annualsay-on-pay vote | ☒ ☒ |
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☑ | Adjust performance goals under our short-term incentive plan to reflect acquisition impacts | |||||
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| Require Compensation Committee certification of performance results for purposes of executive compensation | |||||
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☑ | Employ “double-trigger” | |||||
☑ | Have a clawback policy | |||||
☑ | Impose minimum stock ownership thresholds and holding periods until such thresholds are met |
2 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 5
Core Component | Objective/Features | Page | ||||||
Base Salary | Base salaries are intended to provide compensation consistent with our executives’ skills, responsibilities, experience and performance in relation to the marketplace.
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Annual Cash Incentives | Our annual performance plan rewards short-term Company performance, while aligning the interests of our named executive officers, or NEOs, with those of our shareholders. For
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Performance Units | Performance units represented 50% of our long-term incentive awards. Performance units are performance-based restricted stock units that, after a three-year performance period, may convert into a number of unrestricted shares depending on the average of the growth of our annual adjusted EPS for each of the three years in the performance period. These long-term equity awards are intended to closely align the performance of our executives with the interests of our shareholders by utilizing a lengthy performance period and a single performance metric that is most relevant to the daily management of our operations.
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Stock Options | Stock options represented 25% of our long-term incentive awards. These stock options will vest in equal installments on each of the first three anniversaries of the grant date. The exercise price of each option was equal to the closing price of our stock on 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.
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Restricted Stock | Restricted shares of our common stock with time-based vesting represented 25% of our long-term incentive awards. Restricted stock granted as part of our annual compensation program vest 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.
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6 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 3
The following charts show the mix of total target compensation for our Chief Executive Officer and for all the other named executive officersNEOs as a group, based on a weighted average, as well as the portion of that compensation that is subject to forfeiture (“at risk”) or performance-based (exclusive of one-time synergy units granted during the 2016 fiscal transition period).performance-based.
CEO TOTAL TARGET COMPENSATION | OTHER NEOs TOTAL TARGET COMPENSATION | |
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Name | Tenure (Years) | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Risk Oversight Committee | Technology Committee | ||||||||||||||||||||||||||
| Business Advisor | Yes | ||||||||||||||||||||||||||||||||
| Former Vice Chairman, Heartland | Yes | ||||||||||||||||||||||||||||||||
| President, | Yes |
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* | Our board of directors has determined that this director is independent. |
Named Executive Officers (page 30)
Beginning on page 26,31, we provide specific data about the compensation of our “named executive officers,”NEOs as defined by rules promulgated by the Securities and Exchange Commission, or the SEC, for the 2016 fiscal transition period.2017. Our named executive officersNEOs include the following individuals:
4 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 7
Questions and Answers About Our Annual Meeting and this Proxy Statement
1. Why did I receive these materials?
This proxy statement is being furnished to solicit proxies on behalf of the board of directors of our Company for use at the 20172018 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held at our offices at 3550 Lenox Road, Atlanta, Georgia, 3032130326 on Wednesday, May 3, 2017Friday, April 27, 2018 at 9:30 a.m., Eastern Daylight Time.
2. What am I voting on and how does the board of directors recommend that I vote?
Our board of directors recommends that you voteFOR each of the following fourthree proposals scheduled to be voted on at the meeting:
• | Proposal 1: Election of the three directors nominated by our board. |
• | Proposal 2: Approval, on an advisory basis, of the compensation of our |
• | Proposal 3: |
3. Could other matters be decided at the annual meeting?
Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.
4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?
As permitted by the SEC, we are making this proxy statement and our TransitionAnnual Report on Form10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our TransitionAnnual Report on Form10-K and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.
5. How do I vote?
If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.
8 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 5
6. What if I change my mind after I vote?
Your submission of a proxy via the internet, by telephone or by mail does not affect your right to attend the annual meeting in person. You may revoke your proxy at any time before it is exercised in any of the following ways:
7. Who is entitled to vote?
All shareholders who owned shares of our common stock at the close of business on March 3, 20175, 2018 are entitled to vote at the annual meeting. On that date, there were 152,491,982159,517,602 shares of common stock issued and outstanding, held by approximately 2,1803,005 shareholders of record. Shareholders are entitled to one vote per share.
8. How many votes must be present to hold the annual meeting?
In order for any business to be conducted, the holders of a majority of the shares entitled to vote at the annual meeting must be present, either in person or by proxy. This is referred to as a “quorum.” Abstentions and brokernon-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.
9. What are the voting standards for the proposals?
Each of the fourthree scheduled proposals will be approved by the affirmative vote of a majority of the votes cast. This means that a proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.
10. What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”
Shareholders of record. If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.
Beneficial owners of shares held in street name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the notice of electronic availability was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request copies of the proxy materials by mail, you will receive a voting instruction form.
6 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 9
11. What happens if I do not return a proxy or do not give specific voting instructions?
Shareholders of record. If you are a shareholder of record and you do not vote via the internet, by telephone or by mail, your shares will not be voted unless you attend the annual meeting to vote them in person. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial owners of shares held in street name. If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent auditor. All of the other proposals are considered“non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which a broker lacks discretionary voting authority are referred to as “brokernon-votes.” Brokernon-votes are counted as present for the purpose of establishing a quorum, but whether they are counted for purpose of voting on proposals depends on the voting standard for the particular proposal. Since each of the scheduled proposals requires approval by a majority of votes cast, abstentions and brokernon-votes will not be counted as votes “for” or “against” the proposal. As a result, although abstentions and brokernon-votes may be counted for the purpose of establishing a quorum for the meeting, they have no effect on the voting results.
12. What should I do if I receive more than one proxy or voting instruction card?
Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.
13. Who pays the cost of proxy solicitation?
The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.
14. May I propose actions for consideration at next year’s annual shareholder meeting?
Yes.Proposals for Inclusion in Next Year’s Proxy Statement (Rule14a-8): SEC rules establish the eligibility requirements and the procedures that must be followedpermit shareholders to submit proposals for a shareholder’s proposal to be includedinclusion in our proxy statement. Under those rules, anystatement if the shareholder wishing to have aand the proposal consideredmeet the requirements specified in Rule14a-8 of the Exchange Act. Proposals submitted in accordance with Rule14a-8 for inclusion in our proxy statement for the 20182019 annual shareholder meeting must submit his or her proposal to us in writing on or beforebe received by our Corporate Secretary no earlier than October 16, 2018 and no later than November 21, 2017,16, 2018, which is 120 days before the one year anniversary of the mailing of this proxy statement. Proposals must comply with all applicable SEC rules and our bylaws. In addition, if
Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access): Our bylaws permit a shareholder wishes(or a group of no more than 20 shareholders) owning three percent or more of our common stock continuously for at least three years to present a proposal at thenominate up to an aggregate limit of two candidates or 20 percent of our board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than October 16, 2018 annual meeting, whether or not the proposal is intended to be included in the 2018 proxy material, our bylaws require that the shareholder give advance written notice to usand no later than close of business on or after October 22, 2017 and on or before November 21, 2017. A shareholder may be permitted to present a proposal at the 2018 annual meeting, even if the proposal was not included in the 2018 proxy material. In such a case, if the proposal is received after February 4, 2018, which is 45 calendar days prior to the one year anniversary of the mailing of this proxy statement, we believe that the proxy holder would have the discretionary authority granted by the proxy cards (and as permitted under SEC rules) to vote on the proposal on behalf of the shareholders who submitted the proxies.
10 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 7
IfOther Business Proposals/Director Nominees:Our bylaws also set forth the procedures that a shareholder wishes for the Governance and Nominating Committeemust follow to considernominate a candidate for election as a director recommendedor to propose other business for consideration at shareholder meetings, in each case, not submitted for inclusion in next year’s proxy statement (either under proxy access or Rule14a-8), but instead to be presented directly at shareholder meetings. In each case, director nominations or proposals for other business for consideration at the 2019 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 16, 2018 and November 16, 2018. Special notice provisions apply under the shareholder for nomination tobylaws if the date of the annual meeting is more than 30 days before or 60 days after the anniversary date.
Our Corporate Secretary address is: 3550 Lenox Road, Suite 3000, Atlanta, GA 30326. Notice must include the information required by our board of directors, the shareholder must submit the recommendationbylaws, which are available without charge upon written request to our Corporate Secretary at our corporate offices in accordance with the procedures described above. In addition, our bylaws require that, among other things, all shareholder recommendations for director candidates must be in writing and must set forth the shareholder’s name, address and other contact information as well as the following information about the recommended candidate: (i) name, date of birth, business address and residential address, (ii) a complete description of the candidate’s qualifications, experience, background and affiliations, as would be required to be disclosed in the proxy statement pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended, or the Exchange Act; (iii) a sworn or certified statement by the candidate in which he or she consents to being named in the proxy statement as a nominee and to serve as director if elected, and (iv) a written statement from the shareholder making the recommendation stating why such recommended candidate meets the criteria and would be able to fulfill the duties of a director.Secretary.
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements as defined in the Exchange Act and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative of these terms or other similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our TransitionAnnual Report on Form10-K. We undertake no responsibility to publicly update or revise any forward-looking statement.
8 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 11
Proposal One: Election of Directors
Our board of directors, upon the recommendation of the Governance and Nominating Committee, has nominated directors John G. Bruno, Jeffrey S. SloanWilliam I Jacobs, Robert H.B. Baldwin and William B. Plummer,Alan M. Silberstein, each a Class IIIII director, to be elected to serve until the 20202021 annual meeting of shareholders and until their successors are duly elected and qualified. Each nominee has agreed to serve as a director if elected. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 19.
Our board of directors currently consists of tennine members who are divided into three classes, with the term of office of each class ending in successive years. Each class of directors serves staggered three-year terms. Michael W. Trapp, a Class II director willOur Corporate Governance Guidelines provide that directors may not stand for re-election atelection after their 75th birthday without the 2017 annual meetingapproval of shareholders due to director age limitations under our corporate governance guidelines. Effective as of March 6, 2017, our board appointedof directors. Our board of directors, upon the recommendation of the Governance and Nominating Committee, has determined that it is in the best interest of our Company to waive the retirement age for Mr. Jacobs to serve an additional term so that our Company can continue to benefit from his business expertise, leadership and institutional experience with the Company. In reaching this determination, the board considered Mr. Jacobs’ significant contributions to the board, including his service as the Chairman of the board, his qualifications and experience, his level of involvement with the Company and his ongoing devotion of time and effort to his service as a new director, William B. Plummer, who is standing for election at this annual meeting.director.
The composition of our board of directors is currently as follows:
Class I | Class II | Class III | ||||||||
Name | Term Expiration | Name | Term Expiration | Name | Term Expiration | |||||
Mitchell L. Hollin* | 2019 | John G. Bruno* | 2017 | Robert H.B. Baldwin, Jr. | 2018 | |||||
Ruth Ann Marshall* | 2019 | Jeffrey S. Sloan | 2017 | William I Jacobs* | 2018 | |||||
John M. Partridge* | 2019 | William B. Plummer* | 2017 | Alan M. Silberstein* | 2018 | |||||
Michael W. Trapp*(1) | 2017 |
Class III | Class I | Class II | ||||||||
Name | Term Expiration | Name | Term Expiration | Name | Term Expiration | |||||
William I Jacobs* | 2018 | Mitchell L. Hollin* | 2019 | John G. Bruno* | 2020 | |||||
Robert H.B. Baldwin, Jr. | 2018 | Ruth Ann Marshall* | 2019 | Jeffrey S. Sloan | 2020 | |||||
Alan M. Silberstein* | 2018 | John M. Partridge* | 2019 | William B. Plummer* | 2020 |
* | Our board of directors has determined that this director is independent. |
In each case, the director nominee, if elected, will serve a shorter term in the event of his or her resignation, retirement, disqualification, removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select. The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the three nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.
12 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 9
Nominees for Election as Directors with Terms Expiring in 2021
Biographical and other information about each director nominated for election is set forth below:
William I Jacobs • Chairman of the Board since 2014 • Class III • Independent director since 2001 • Lead director from 2003-2014 • If elected, term expires in 2021 • Compensation Committee • Governance and Nominating Committee • Age 76 | Skills and Qualifications:Mr. Jacobs’ qualifications to serve on the board include his extensive executive management experience, leadership skills demonstrated throughout his15-year tenure as our Chairman of the board or lead director, board expertise and legal training. The Board believes Mr. Jacobs will continue to provide leadership and consensus building skills on matters of strategic importance. Through his tenure on our board, Mr. Jacobs has acquired an unmatchable breadth of knowledge and understanding of our business, which allows him to offer a unique perspective on the Company’s strategies and operations. Mr. Jacobs has served as Chairman of the Company’s Board of Directors (since June 2014); Lead Director of the Company’s Board of Directors (2003 — May 2014); Business Advisor (since August 2002); Managing Director and Chief Financial Officer of The New Power Company (2000 — 2002); Senior Executive Vice President, Strategic Ventures for MasterCard International (1999 — 2000); Executive Vice President, Global Resources for MasterCard International (1995 — 1999); Executive Vice President, Chief Operating Officer, Financial Security Assurance, Inc., a bond insurance company (1984 — 1994); member of the Board of Directors of Green Dot Corporation, a publicly-traded financial services company (since April 2016) and Chairman of its Board (since June 2016); Director, Asset Acceptance Capital Corp., a publicly-traded debt collection company that merged with Encore Capital Group, Inc. in June 2013 (2004 — June 2013). | |||
Robert H.B. Baldwin, Jr. • Class III • Non-employee director since April 2016 • If elected, term expires in 2021 • Risk Oversight Committee • Technology Committee • Age 63 | Skills and Qualifications:Mr. Baldwin’s qualifications to serve on the board include his financial and industry experience, andin-depth knowledge of our business gained from his 16 years of service as a member of Heartland’s executive management team, as well as his many contributions to the growth and success of Heartland during his tenure. Mr. Baldwin has served as Vice Chairman (an executive office), Heartland (June 2012 — April 2016); Interim Chief Financial Officer, Heartland (October 2013 — April 2014); President, Heartland (2007 — June 2012); Chief Financial Officer, Heartland and its predecessor, Heartland Payment Systems LLC (2000 — 2011); Chief Financial Officer, COMFORCE Corp., a publicly-traded staffing company (1998 — 2000); Managing Director, financial institutions advisory business of Smith Barney (1985 — 1998); Vice President, Citicorp (1980 — 1985). |
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 13
Alan M. Silberstein • Class III • Independent director since 2003 • If elected, term expires in 2021 • Governance and Nominating Committee (Chair) • Audit Committee • Age 70 | Skills and Qualifications:Mr. Silberstein’s qualifications to serve on the board include his financial and accounting experience specifically in the financial services industry gained through serving as a former divisional controller and director of profit planning, his broader experience managing several diverse companies, and thein-depth knowledge about our Company gained from his lengthy tenure as a director. Mr. Silberstein has served as President, Allston Associates LLP (previously Silco Associates Inc.), a private management services firm (since 2004); President and Chief Operating Officer, Debt Resolve, Inc., a public online collections services provider (2003 — 2004); President and Chief Executive Officer, Western Union, formerly a subsidiary of First Data Corporation (2000 — 2001); Chairman and Chief Executive Officer, Claim Services, Travelers Property Casualty Insurance (1996 — 1997); Executive Vice President, Retail Banking, Midlantic Corporation (1992 — 1995); Director, Green Bancorp, Inc., a publicly-traded bank holding company (since 2010). Mr. Silberstein also previously served as a director of CAN Capital (formerly Capital Access Network, Inc.), a privatenon-bank alternative capital provider. |
Biographical information with respect to our other directors is set forth below:
Ruth Ann Marshall • Class I • Independent director since 2006 • Term expires in 2019 • Risk Oversight Committee (Chair) • Governance and Nominating Committee • Age 63 | Skills and Qualifications: Ms. Marshall’s qualifications to serve on the board include her deep knowledge of our business and industry, having served, among other roles, as President, Americas for MasterCard International, as well as her experience with the issues, opportunities and challenges facing our Company, which our board believes will continue to make her an invaluable member of our board. Moreover, Ms. Marshall’s longevity as a director gives her a unique perspective on the history and the direction of the Company. Ms. Marshall has served as President, Americas for MasterCard International (2000 — 2006); Senior Executive Vice President, Concord EFS, Inc., a public provider of processing services that merged with First Data Corporation in 2004 (1995 — 1999); Director, Regions Financial Corporation, a publicly-traded financial institution (since 2011) and ConAgra, Inc., a publicly-traded packaged food company (since 2007). |
14 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
John M. Partridge • Class I • Independent director since November 2013 • Term expires in 2019 • Audit Committee • Technology Committee • Age 68 | Skills and Qualifications:Mr. Partridge’s qualifications to serve on the board include his substantial financial expertise and experience in the financial services industry, having served, among other roles, as President of Visa Inc., which our board believes will provide valuable insight from the perspective of the card brands. Mr. Partridge has served as Advisor to Visa Inc. (April 2013 to December 2013); President, Visa Inc. (2009 — 2013); Chief Operating Officer, Visa Inc. (2007 — 2009); President and Chief Executive Officer, Inovant, a subsidiary of Visa Inc. (2000 — 2007); Interim President of VISA USA (2007); Director, Cigna Corporation, a publicly-traded health insurance company (since 2009); Advisory Board Member, Corsair Capital, a private equity firm (since November 2013). | |||
Mitchell L. Hollin • Class I • Independent director since April 2016 • Term expires in 2019 • Compensation Committee (Chair) • Risk Oversight Committee • Age 55 | Skills and Qualifications:Mr. Hollin’s qualifications to serve on the board include his valuable knowledge of our Company’s industry gained throughout his15-year tenure as an independent director of Heartland and5-year tenure as lead independent director. In addition, our Board believes his extensive private equity experience will provide valuable oversight and direction for our Company’s future acquisitive growth. Mr. Hollin has served as Managing Partner, LLR Management, L.P., an independent private equity investment firm (since 2000); Founder and Managing Director, Advanta Partners LP, a private equity firm affiliated with Advanta Corporation (1994 — 2000); Director, Heartland (2001 — April 2016); Lead Independent Director, Heartland (January 2011 — April 2016). |
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 15
John G. Bruno
• Class II
•
•
• Compensation Committee
• Technology Committee (Chair)
• Age | Skills and Qualifications: Mr. Bruno’s qualifications to serve on the board include his extensive experience with technology and payments-related matters within the financial services industry through his prior position as Chief Information Officer, and current position as Chief Operations Officer, of Aon, plc, and his service in executive roles at NCR Corporation and Symbol Technologies, Inc. Mr. Bruno has served as Chief Operations Officer and member of the Executive Committee of Aon, plc, a publicly-traded global risk management service provider (since April 2017); Executive Vice President of Enterprise Innovation and Chief Information Officer, Aon plc | |||
Jeffrey S. Sloan
• Class II
• Director since January 2014
•
• No committees
• Age | Skills and Qualifications:Mr. Sloan’s qualifications to serve on the board include his more than 25 years of experience in the financial services and technology industries, thein-depth knowledge of the Company he has obtained as our Chief Executive Officer since October 2013 (and formerly our President), his extensive experience with public companies and his strong leadership skills. In addition, he has significant experience with strategic transactions and mergers and acquisitions. Mr. Sloan has served as Chief Executive Officer of the Company (since October 2013); President of the Company (June 2010 — June 2014); Partner, Goldman Sachs Group, Inc. (2004 — May 2010), where Mr. Sloan led the Financial Technology Group in New York and focused on mergers, acquisitions and corporate finance; Managing Director, Goldman Sachs Group, Inc. (2001 — 2004); Vice President, Goldman Sachs Group, Inc. (1998 |
16 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
William B. Plummer
• Class II
•
•
• Audit Committee (Chair)
• • Risk Committee
• Age | Skills and Qualifications:Mr. Plummer’s qualifications to serve on the board include his executive leadership experience, including his service as the Chief Financial Officer of United Rentals, Inc., along with his extensive financial and accounting expertise, which the board believes will enable him to provide valuable leadership to the oversight of financial reporting. Mr. Plummer has served as Executive Vice President and Chief Financial Officer of United Rentals, Inc., a publicly-traded equipment rental company (since December 2008), where Mr. Plummer is responsible for the development of the company’s finance activities, investor relations, andco-leads its merger, acquisition and divestiture strategies; Chief Financial Officer of Dow Jones & Company, Inc., a publishing and financial information firm (2006-2007), where Mr. Plummer set policy for global finance and corporate strategy; Vice President and Treasurer of Alcoa, Inc., an industrial corporation (2000 — 2006), where Mr. Plummer was responsible for global treasury policy and relationship management with commercial and investment banks; director and member of the Audit Committee, John Wiley & Sons, Inc., a publisher and service provider in the scientific research, higher education and professional development fields (since 2003); director, UIL Holdings, Inc., an electric and natural gas utility company (2013 — 2015). |
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Biographical information with respect to our other directors is set forth below:
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There is no family relationship between any of our executive officers or directors. There are no arrangements or understandings between any of our directors and any other person pursuant to which any of them was elected as a director, other than arrangements or understandings with the directors solely in their capacities as such.
12 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 17
Board and Corporate Governance
Proxy Access
AfterAs a result of engaging in outreach with certain of our shareholders and consideringkeeping abreast of leading practices, we have taken actions with respect to corporate governance matters, including the viewpoints of governance experts and advisors, we believe that the Company should proactively amend its bylaws to adoptfollowing:
Our board of directors is chaired by Mr. Jacobs, one of our independent directors. Our board believes that Mr. Jacobs’ service as Chairman enhances the independent oversight of management, while continuing to provide the decisive leadership necessary for an effective Chairman. From his 16-year17-year tenure as a member of our board and 14-year15-year tenure as either Chairman of the Boardboard or lead director, Mr. Jacobs has acquired a deep knowledge of our history and culture as well as the issues, opportunities and challenges facing our business. As a result, our board believes that Mr. Jacobs is well-positioned to ensure that the board’s time and attention is focused on the most critical matters.
Our Corporate Governance Guidelines do not express a formal policy on whether the same person should serve as the Chairman of the Boardboard and the Chief Executive Officer. Although our Chairman of the Boardboard is an independent director, if in the future anon-independent director serves as Chairman of the Board,board, the board will appoint a lead director to fulfill many of the following responsibilities:responsibilities of the Chairman listed below.
Chairman of the Board Duties
✓ | Presides at all meetings of the board (including all executive sessions); |
✓ | Serves as the liaison between the Chief Executive Officer and the independent andnon-employee directors; |
✓ | Establishes the agenda and presides at executive sessions of thenon-employee and independent directors; |
✓ | Generally approves information provided to the board, board meeting agendas and meeting schedules to ensure there is sufficient time for discussion of all agenda items; |
✓ | In conjunction with the Compensation Committee, reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, determines and approves the Chief Executive Officer’s compensation based upon such evaluation, and communicates with the Chief Executive Officer regarding the foregoing. |
Our Corporate Governance Guidelines provide that directors may not stand for election after their 75th birthday without the approval of our board of directors. Our board of directors has determined that it is in the best interest of our Company to waive the retirement age for Mr. Jacobs to serve an additional term so that our Company can continue to benefit from his business expertise, leadership and institutional experience with the Company. In reaching this determination, the board considered Mr. Jacobs’ significant contributions to the board, including his service as the Chairman of the board, at which the Chairman is not present (including all executive sessions);
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At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand. The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards. In February 2017, our board of directors reviewed the independence of our directors and determined that all of our directors, except Messrs. Baldwin and Sloan, are independent under the NYSE listing standards.
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 13
The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee. Specifically, Audit Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from our or any of our subsidiaries other than their directors’ compensation, and they may not be affiliated with our Company or any of our subsidiaries. In addition, when affirmatively
Using these standards for determining the independence of any director who will serve onits members, the board determined that the following directors are independent:
William I Jacobs | Alan M. Silberstein | |
John G. Bruno | Ruth Ann Marshall | |
William B. Plummer | John M. Partridge | |
Mitchell L. Hollin |
In addition, each member of the Audit Committee, the Compensation Committee our board of directors must consider all factors specifically relevant to determining whether a director has a relationship to our Company that is material to that director’s ability to be independent from management in connection withand the duties of a member of the Compensation Committee, including (i) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by our Company to such director; and (ii) whether the director is affiliated with our Company, our subsidiaries or our affiliates.
When making recommendations to our board of directors regarding director candidates, our Governance and Nominating Committee evaluates candidates primarily based onis independent.
Our board currently consists of nine directors, who each serve a three-year term.
The Governance and Nominating Committee believes that diversity is an important factor in determining the following criteria:
In lieu ofconsiders it in making nominee recommendations, although it does not have a formal diversity policy, as part of our Governance and Nominating Committee’s evaluation of director candidates and in addition to other standards the committee may deem appropriate, the committee considers whether each candidate, if elected, assists in achieving a mix of board members that represent a diversity of background, race, gender and experience, among other criteria. The committee seeks members from diverse backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our shareholders diversity of opinion and insight in the areas most important to us and our corporate mission. The committee considers the independence of candidates for director nominees, including the appearance of any conflict in serving as a director. Candidates for director nominees who do not meet these criteria may still be considered for nomination if the committee believes the candidate will make an exceptional contribution to our Company and our shareholders. In evaluating nominees, the committee also takes into account the consideration that members of the board of directors should collectively possess a broad range of skills, expertise, industry knowledge and other knowledge, business experience and other experience useful to the effective oversight of our business.
policy. The Governance and Nominating Committee considers candidates for director who are recommended by other members of the board of directors and by management, as well as those identified by any outside consultants who are periodically retained by the committee to assist in identifying possible candidates. The committee will evaluate potential nominees for open board positions suggested by shareholders in accordance with our policies for shareholder proposals and on the same basis as all other potential nominees. See “Questions and Answers About Our Annual Meeting and this Proxy Statement — May I Propose Actions for Consideration at Next Year’s Annual Shareholder Meeting?” for additional information about our policies for shareholder proposals.
Key factors the Governance and Nominating Committee considers when determining whether to appoint directors include:
•Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision •Diversity — Diversity of background, race, gender, qualifications, attributes and skills •Age and Tenure — The age and tenure of each incumbent director •Board Size — The 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 |
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 19
The board has identified the following key qualifications and experience that are important to be represented on the board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board based on information provided by our directors. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages13-17.
We are committed to periodically reviewing our board’s composition to ensure that we continue to have the right mix of skills, background and tenure. As a result of healthy refreshment over recent years, 62% of our board members have joined the board in the last five years, and 38% of our members joined the board in the last two years. The background and skills of these directors contribute meaningfully to the Company’s strategy for future growth and long-term value creation.
The board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides substantial value, and therefore a significant degree of continuity year-over-year is beneficial to shareholders and generally should be expected.
20 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
The current tenure, independence and diversity composition of our board is as follows:
Board and Committee CompositionMembership — Director Attendance at Meetings
Our full board of directors met six times during 2017. All of our directors attended at least 75% of the meetings of the board during 2017, including meetings of the committees of which they were members. Pursuant to our Corporate Governance Guidelines, all of our directors are expected to attend the annual meeting of shareholders, and all of our directors attended the 2017 annual meeting.
Our board of directors has established five standing committees, which include the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, the Risk Oversight Committee and the Technology Committee, all of which are comprised exclusively ofnon-employee directors. The Audit Committee, the Compensation Committee, and the Governance and Nominating Committee are comprised exclusively of independentnon-employee directors.
14 – GLOBAL PAYMENTS INC. | 2017 Proxy Statement
The following table provides information about current committee membership for our board and each committee:
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Chair Member Financial Expert(5)
Our full board of directors met two times during the 2016 fiscal transition period. During the 2016 fiscal transition period, the Audit Committee met two times, the Compensation Committee met three times, and the Technology Committee met two times. The Governance and Nominating Committee and the Risk Oversight Committee met twice during the 2016 fiscal transition period.
All of our directors attended at least 75% of the meetings of the board during 2016, including meetings of the committees of which they were members. Pursuant to our Corporate Governance Guidelines, all of our directors are expected to attend the annual meeting of shareholders, and all of our directors attended the 2016 annual meeting.
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – 1521
EachOur board has adopted written charters for each of the committeethese committees. The charters and our corporate governance guidelines isare available in the investor relations section of our website,www.globalpaymentsinc.com, and will be provided free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower, Atlanta, Georgia 30328-3473, Attention: Investor Relations. Each committee is authorized to delegate responsibilities to subcommittees as appropriate.. The following table summarizes the primary responsibilities of each committee are described below.
Audit Committee
The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Exchange Act, helps ensure the integrity of our financial statements, our compliance with certain legal and regulatory requirements, the qualifications and independence of our independent auditor, the performance of our internal audit function and independent auditor, the effectiveness of our disclosure controls and procedures and internal control over financial reporting. In addition, the Audit Committee is responsible for reviewing and approving or ratifying all related-party transactions that would require disclosure under Item 404 of Regulation S-K, promulgated under the Exchange Act. The Audit Committee also prepares a report that is included in this proxy statement. Members of the Audit Committee may not serve simultaneously on the audit committees of more than two other public companies unless our board of directors determines that such service would not impair the ability of the director to effectively serve on the Audit Committee.
Effective as of March 6, 2017, the board appointed William B. Plummer as a member of the board and the Audit Committee. The board has determined that William B. Plummer and Michael W. Trapp qualify as an “audit committee financial expert” as defined by the rules of the SEC and each is an independent director under NYSE listing standards.
Compensation Committee
The Compensation Committee reviews levels of compensation, benefits and performance criteria for our executive officers and administers our equity compensation plans for our named executive officers and other employees. The Compensation Committee also considers our compensation programs from a risk perspective, conducting reviews and risk assessments of our compensation policies and practices and monitoring its compensation consultants, including their independence. See “Corporate Governance — Board Oversight of Risk Management” on page 17 for additional information about the Compensation Committee’s responsibilities relating to risk management.
During the 2016 fiscal transition period, our Compensation Committee retained the services of Frederic W. Cook & Co., Inc., or FWC, an independent consulting firm, to provide compensation consulting services for the 2016 fiscal transition period. Our processes and procedures for the consideration and determination of executive compensation, including the role of the independent consultant in determining compensation, are described under “Compensation, Discussion and Analysis — How Compensation Decisions Are Made” beginning on page 28.
None of the members of the Compensation Committee (i) has ever served as an officer or an employee of our Company or any of our subsidiaries or (ii) has ever had any relationship requiring disclosure by us under Item 404 of Regulation S-K. None of our executive officers serves as a member of the board of directors or compensation committee, or similar committee, of any other company that has one or more of its executive officers serving as a member of our board of directors or Compensation Committee.
Technology Committee
The Technology Committee provides board-level oversight with regard to our technology and information security practices and serves as a liaison between our board of directors and management with regard to such matters. The Technology Committee reviews all of our key initiatives and practices relating to technology and information security, approves significant policies, monitors our compliance with regulatory requirements and industry standards and provides guidance with regard to strategic direction. The Technology Committee helps to ensure that our strategic goals are aligned with our technology strategy and infrastructure and to ensure that we receive
16 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
adequate support from our internal technology and information security providers. See “Corporate Governance — Board Oversight of Risk Management” on page 17 for additional information about the Technology Committee’s responsibilities relating to risk management.
Governance and Nominating Committee
The Governance and Nominating Committee is responsible for developing and recommending to the board of directors a set of corporate governance principles, evaluating and making recommendations regarding structure of the board and its committees and for identifying, discussing and proposing nominees (including incumbent directors) for open seats on the board of directors, based primarily on the criteria described under “Corporate Governance — Criteria for Board Membership” on page 14. The Governance and Nominating Committee is also responsible for annually reviewing each director’s independence and periodically reviewing and assessing director compensation. See “Corporate Governance — Board Oversight of Risk Management” on page 17 for additional information about the Governance and Nominating Committee’s responsibilities relating to risk management.
Risk Oversight Committee
The Risk Oversight Committee oversees the identification, assessment and management of the key risks facing our Company, which it carries out primarily through its oversight of our enterprise risk management program, as further described below under “Corporate
Committee | ||
Audit | The Audit Committee helps ensure (i) the integrity of our financial statements, (ii) our compliance with certain legal and regulatory requirements; (iii) the qualifications and independence of our independent auditor, (iv) the performance of our internal audit function and independent auditor; and (v) the effectiveness of our disclosure controls and procedures and internal control over financial reporting. In addition, the Audit Committee is responsible for reviewing and approving or ratifying all related-party transactions that would require disclosure under applicable legal requirements. The Audit Committee also prepares a report that is included in this proxy statement. | |
Compensation | The Compensation Committee reviews levels of compensation, benefits and performance criteria for our executive officers and administers our equity compensation plans for our NEOs and other employees. The Compensation Committee also considers our compensation programs from a risk perspective, conducting reviews and risk assessments of our compensation policies and practices and monitoring its compensation consultants, including their independence. See Corporate Governance — Board Oversight of Risk Management” on page 23 for additional information about the Compensation Committee’s responsibilities relating to risk management. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee (i) has ever served as an officer or an employee of our Company or any of our subsidiaries or (ii) has ever had any relationship requiring disclosure by us under Item 404 of RegulationS-K. None of our executive officers serves as a member of the board of directors or compensation committee, or similar committee, of any other company that has one or more of its executive officers serving as a member of our board of directors or Compensation Committee. | |
Governance and Nominating | The Governance and Nominating Committee is responsible for developing and recommending to the board of directors a set of corporate governance principles, evaluating and making recommendations regarding the structure of the board and its committees and identifying, discussing and proposing nominees (including incumbent directors) for open seats on the board of directors, based primarily on the criteria described under “Board and Corporate Governance — Board Membership Criteria” on page 19. The Governance and Nominating Committee is also responsible for annually reviewing each director’s independence and periodically reviewing and assessing director compensation. See “Board and Corporate Governance — Board Oversight of Risk Management” on page 23 for additional information about the Governance and Nominating Committee’s responsibilities relating to risk management. | |
Risk Oversight | The Risk Oversight Committee oversees the identification, assessment and management of the key risks facing our Company, which it carries out primarily through its oversight of our enterprise risk management program, as further described below under “Board and Corporate Governance — Board Oversight of Risk Management.” In addition, the Risk Oversight Committee oversees our business continuity, disaster recovery and pandemic plans, our insurance program and our vendor management program and serves as a liaison between the full board and management with respect to these matters. | |
Technology | The Technology Committee provides board-level oversight with regard to our technology and information security practices and serves as a liaison between our board of directors and management with regard to such matters. The Technology Committee reviews all of our key initiatives and practices relating to technology and information security, approves significant policies, monitors our compliance with regulatory requirements and industry standards and provides guidance with regard to strategic direction. The Technology Committee helps to ensure that our strategic goals are aligned with our technology strategy and infrastructure and to ensure that we receive adequate support from our internal technology and information security providers. See “Board and Corporate Governance — Board Oversight of Risk Management” on page 23 for additional information. |
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The following table provides information about current committee membership and number of meetings held during 2017:
Chair Member Financial Expert(1)
* | Independent director. |
1 | The term “financial expert” refers to an “audit committee financial expert,” as that term is defined under SEC rules. |
Board Oversight of Risk Management
Our board of directors views the oversight of risk management as one of its key functions, regularly engaging with management to maintain a risk-aware culture where risk management is deeply and pervasively embedded in all of our activities worldwide. Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to this oversight role. The full board engages directly with management to set high level policy and receive reports on risk management activities from each committee chairman and directly from management, while relying on each of its five standing committees to provide morein-depth oversight of specific key risk exposures.
Our board has delegated to the Risk Oversight Committee the responsibility to directly oversee our enterprise risk management program. Specifically, subject to oversight by the full board of directors, the Risk Oversight Committee is responsible for overseeing the process for identifying, assessing and managing the key risks our Company faces, receiving recommendations from management with respect to such risks, and making recommendations to the full board of directors. The committee’s responsibilities related to oversight of the enterprise risk management program are process-oriented, meaning the committee takes steps to ensure that an effective process is in place to identify and manage key risk exposures, develop a risk mitigation plan and ensure proper reporting on compliance with such plan. Under the direction of the Risk Oversight Committee, we established a management risk committee comprised primarily of executive management that is responsible for identifying, assessing, prioritizing and developing action plans to mitigate key risks. The management risk committee reports to the full board or appropriate board committee periodically and more frequently as needed.
Risk oversight responsibilities related to the substance of each identified key risk exposure, such as the application of the board’s risk tolerance in a particular area, are in some cases carried out by the full board without any delegation to a committee. For example, the full board directly oversees our risk management activities with respect to risks associated with our strategic direction. More frequently, oversight of defined risk exposures is carried out by the board committee with the most relevant subject-matter expertise. In these cases,
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 23
the relevant board committee carries out these responsibilities utilizing the process established by the Risk Oversight Committee, with reporting obligations to the full board. Our board has delegated risk oversight responsibilities for certain key risk exposures to its committees as follows:
• | Audit |
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 17
• | Compensation |
• | Governance and Nominating |
• | Risk Oversight |
• | Technology |
Evaluation of Board and Committee Effectiveness
Each year, our board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The written self-assessment is conducted under the oversight of the Governance and Nominating Committee. Anonymous evaluation responses are reviewed and assessed during board and committee executive sessions and where appropriate, addressed with management. As part of the board’s self-assessment process, directors consider various topics related to
24 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds.
The Company values the input and insights of its shareholders and is committed to continued engagement with investors on a wide variety of topics that are important to investors, including Company performance and operations and strategic direction. Our senior management, including our Chief Executive Officer and Chief Financial Officer, routinely provide information to and receive feedback from our investors in a wide variety of formats, including in our quarterly SEC filings, quarterly earnings conference calls, our Annual Report and proxy statement, regular investor conferences and road-shows, and meetings with individual investors. We have a staff of professionals in our Investor Relations department who are dedicated full time to respond to questions from shareholders and other investors about the Company and its performance.
In 2017, after thoughtful discussions with shareholders and considering the viewpoints of governance experts and advisors, we adopted a bylaw allowing shareholders to nominate directors and to have such nominees included in the proxy statement. Consistent with market practice and many other S&P 500 companies, our bylaws now permit a shareholder or a group of up to twenty (20) shareholders owning three percent (3%) or more of the Company’s voting stock continuously for at least three (3) years to nominate and include in the Company’s proxy materials for an annual meeting of shareholders director candidates constituting up to the greater of two directors or 20% of the board; provided that the shareholder (or group) and each nominee satisfy the requirements for proxy access as specified in the bylaws. We believe these parameters balance the benefit to our shareholders with the challenges related to possible proxy contests, turnover in board seats and the challenges of integrating new qualified directors.
Ournon-employee director compensation plan is designed to attract, retain and compensate highly-qualified directors by providing them with competitive compensation and an equity interest in our Company to align their interests with those of our shareholders. In lieu ofper-meeting fees, we pay ournon-employee directors annual cash and stock retainers, which are payable in advance on the first business day after each annual meeting (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.
Our Governance and Nominating Committee periodically reviews ournon-employee director compensation plan and makes recommendations as necessary to our full board of directors. We pay ournon-employee directors the annual cash and stock retainers set forth below:
Director | Annual Basic Cash Retainer | Annual Supplemental Cash Retainer | Annual Stock Retainer | Annual
| Annual
| Annual Stock Retainer
| ||||||||||||||||||||||||
Non-Employee Chairman(1) | $ | 100,000 | $ | 95,000 | $ | 195,000 | $
| 100,000
|
| $
| 95,000
|
| $
| 195,000
|
| |||||||||||||||
Lead Director(2) | $ | 100,000 | $ | 65,000 | $ | 195,000 | $
| 100,000
|
| $
| 65,000
|
| $
| 195,000
|
| |||||||||||||||
Chair of Audit Committee | $ | 100,000 | $ | 22,500 | $ | 155,000 | $
| 100,000
|
| $
| 22,500
|
| $
| 155,000
|
| |||||||||||||||
Chair of Compensation Committee | $ | 100,000 | $ | 20,000 | $ | 155,000 | $
| 100,000
|
| $
| 20,000
|
| $
| 155,000
|
| |||||||||||||||
Chair of Other Committees | $ | 100,000 | $ | 17,500 | $ | 155,000 | $
| 100,000
|
| $
| 17,500
|
| $
| 155,000
|
| |||||||||||||||
All Other Non-Employee Directors | $ | 100,000 | N/A | $ | 155,000 | $
| 100,000
|
|
| N/A
|
| $
| 155,000
|
|
(1) | These retainers are payable only if the Chairman of the |
(2) | Our board will appoint a lead director only if the Chairman of the |
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 25
The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. As a result, on September 29, 2016,May 4, 2017, Mr. Jacobs received 1,4952,264 shares of common stock, and each of the othernon-employee directors received 1,1891,800 shares of common stock, which represent a proration based on a seven-month period to reflect the Company’s transition to the new fiscal year.stock. Directors are also reimbursed for theirout-of-pocket expenses incurred in connection with attendance at board and committee meetings.
18 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
All of thenon-employee directors are eligible to participate in ourNon-Qualified Deferred Compensation Plan described under “Corporate“Board and Corporate Governance — Director Compensation —Non-Qualified Deferred Compensation Plan” below. In the 2016 fiscal transition period,During 2017, only Ms. Marshall and Mr. Plummer participated, and shethey did not receive any interest on deferred compensation at an above-market rate of interest.
2016 Fiscal Transition Period2017 Director Compensation Table
The Governance and Nominating Committee periodically reviews the compensation of thenon-employee directors and recommends any changes to the board. The following table summarizes the compensation of ournon-employee directors during the 2016 fiscal transition period. In connection with the change in the Company’s fiscal year from May 31 to December 31, with respect to the base cash retainer, supplemental cash retainer and annual stock retainer paid or granted, as applicable, all amounts shown below reflect a proration based on a seven-month period to reflect the Company’s transition to the new fiscal year. Mr. Plummer was not a director of the Company during the 2016 fiscal transition period and is accordingly omitted from the tables below.2017.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | Fees
| Stock Awards ($)(2)
| Total ($)
| ||||||||||||||||||||||||
Robert H.B. Baldwin, Jr.
| $
| 100,000
|
| $
| 155,000
|
| $
| 255,000
|
| |||||||||||||||||||||
John G. Bruno
| $
| 117,500
|
| $
| 155,000
|
| $
| 272,500
|
| |||||||||||||||||||||
Mitchell L. Hollin
| $
| 120,000
|
| $
| 155,000
|
| $
| 275,000
|
| |||||||||||||||||||||
William I Jacobs | $ | 113,750 | $ | 113,750 | $ | 227,500 | $
| 195,000
|
| $
| 195,000
|
| $
| 390,000
|
| |||||||||||||||
Robert H.B. Baldwin, Jr. | $ | 58,334 | $ | 90,417 | $ | 148,751 | ||||||||||||||||||||||||
John G. Bruno | $ | 73,945 | $ | 90,417 | $ | 164,362 | ||||||||||||||||||||||||
Mitchell L. Hollin | $ | 70,000 | $ | 90,417 | $ | 160,417 | ||||||||||||||||||||||||
Ruth Ann Marshall | $ | 68,542 | $ | 90,417 | $ | 158,959 | $
| 117,500
|
| $
| 155,000
|
| $
| 272,500
|
| |||||||||||||||
John M. Partridge | $ | 58,334 | $ | 90,417 | $ | 148,751 | $
| 100,000
|
| $
| 155,000
|
| $
| 255,000
|
| |||||||||||||||
William B. Plummer
| $
| 138,390
|
| $
| 180,879
|
| $
| 319,269
|
| |||||||||||||||||||||
Alan M. Silberstein | $ | 68,542 | $ | 90,417 | $ | 158,959 | $
| 117,500
|
| $
| 155,000
|
| $
| 272,500
|
| |||||||||||||||
Michael W. Trapp(3) | $ | 71,459 | $ | 90,417 | $ | 161,876 | ||||||||||||||||||||||||
Gerald J. Wilkins(4) | $ | — | $ | — | $ | — |
(1) | Represents basic and supplemental cash retainers earned during |
(2) | Represents the aggregate grant date fair value of awards of stock granted on |
Non-Employee Directors | Options Outstanding as of December 31, | ||||||||
| |||||||||
Robert H.B. Baldwin, Jr. | — | ||||||||
John G. Bruno | — | �� | |||||||
Mitchell L. Hollin | — | ||||||||
William I Jacobs | 30,704 | ||||||||
Ruth Ann Marshall | |||||||||
John M. Partridge | — | ||||||||
William B. Plummer | — | ||||||||
Alan M. Silberstein | |||||||||
|
26 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 19
Non-Qualified Deferred Compensation Plan
Thenon-employee directors are eligible to participate in ournon-qualified deferred compensation plan, or the deferred compensation plan. Ms. Marshall isand Mr. Plummer are the only directortwo directors who participated in the deferred compensation plan during the 2016 fiscal transition period.2017. Pursuant to the deferred compensation plan,non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer. Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not make contributions to the deferred compensation plan and do not guarantee any return on participant account balances. Participants may allocate their plan accounts intosub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his or her designated beneficiary will receive the undistributed portion of his or her account balances in alump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).
Target Stock Ownership Guidelines
Our board of directors has implemented stock ownership guidelines for our directors in order to foster equity ownership and align the interests of our directors with our shareholders. Within five years of becoming a director, each director is expected to beneficially own a number of shares of our common stock at least equal in value to 500% of the director’s annual cash retainer.
Contacting Our Board of Directors
Any interested party may contact any or all of our directors by directing such communications to the applicable directors in care of the Corporate Secretary at our address at 10 Glenlake Parkway, North Tower,3550 Lenox Road, Suite 3000, Atlanta, Georgia 30328-3473.30326. Any correspondence received by the Corporate Secretary in accordance with the foregoing will be forwarded to the applicable director or directors.
20 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 27
Common Stock Ownership by Management
The following table sets forth information as of February 28, 201714, 2018 with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers,NEOs, and (iii) the 1413 persons, as a group, who were directors or executive officers of our Company on February 28, 2017.14, 2018.
Name and Address of Beneficial Owner(1) | Shares Beneficially Owned(2) | Shares Issuable Upon Exercise of | Total | Percentage of Class | Shares Beneficially Owned(2) | Shares Issuable Upon Exercise of | Total | Percentage of Class | ||||||||||||||||||||||||||||||||
Named Executive Officers: | ||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | 278,727 | 162,192 | 440,919 | * | 397,698 | (4) | 213,496 | 611,194 | * | |||||||||||||||||||||||||||||||
David E. Mangum | 161,929 | 38,646 | 200,575 | * | 172,180 | 72,724 | 244,904 | * | ||||||||||||||||||||||||||||||||
Cameron M. Bready | 53,202 | 31,166 | 84,368 | * | 120,109 | 58,701 | 178,810 | * | ||||||||||||||||||||||||||||||||
Guido F. Sacchi | 17,022 | — | 17,022 | * | 44,511 | 5,692 | 50,203 | * | ||||||||||||||||||||||||||||||||
David L. Green | 25,549 | 16,476 | 42,025 | * | 59,044 | 30,609 | 89,653 | * | ||||||||||||||||||||||||||||||||
Non-Employee Director and Director Nominees: | ||||||||||||||||||||||||||||||||||||||||
William I Jacobs | 42,011 | 41,508 | 84,119 | * | 37,075 | 30,704 | 62,779 | * | ||||||||||||||||||||||||||||||||
Robert H.B. Baldwin, Jr. | 306,108 | — | 306,108 | * | 132,433 | (5) | — | 132,443 | * | |||||||||||||||||||||||||||||||
John G. Bruno | 8,290 | — | 8,290 | * | 10,087 | — | 10,087 | * | ||||||||||||||||||||||||||||||||
Mitchell L. Hollin | 32,175 | — | 32,175 | * | 33,975 | — | 33,975 | * | ||||||||||||||||||||||||||||||||
Ruth Ann Marshall. | 34,267 | 41,508 | 75,775 | * | ||||||||||||||||||||||||||||||||||||
Ruth Ann Marshall | 36,074 | 30,704 | 66,778 | * | ||||||||||||||||||||||||||||||||||||
John M. Partridge | 10,984 | — | 10,984 | * | 12,784 | — | 12,784 | * | ||||||||||||||||||||||||||||||||
William B. Plummer | 2,122 | — | 2,122 | * | ||||||||||||||||||||||||||||||||||||
Alan M. Silberstein | 49,093 | 30,704 | 79,797 | * | 44,293 | 30,704 | 74,779 | * | ||||||||||||||||||||||||||||||||
Michael W. Trapp(6) | 35,298 | — | 35,298 | * | ||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers as a Group | 1,061,680 | 362,200 | 1,423,880 | * | 1,111,856 | 473,334 | 1,570,511 | * |
* | Less than one percent. |
(1) | The address of each of the directors and officers listed is c/o Global Payments Inc., |
(2) | Includes the number of shares of common stock the person “beneficially owns,” as determined by SEC rules, other than shares issuable upon the exercise of options that are currently vested or that will vest within 60 days of February |
(3) | Includes the number of shares that the person had a right to acquire as of, or within 60 days after, February |
(4) | Includes 35,035 shares held by a grantor retained annuity trust, of which Mr. Sloan disclaims beneficial ownership except to the extent of his pecuniary interest. |
(5) | Includes |
28 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 21
Common Stock Ownership byNon-Management Shareholders
The following table sets forth information as of February 14, 20172018 with respect to the only persons who are known by us, based exclusively on such persons’ filings with the SEC under Sections 13(d) and 13(g) of the Exchange Act, to be the beneficial owners of more than 5% of the outstanding shares of our common stock.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Shares(1) | Amount and Nature of Beneficial Ownership | Percent of Shares(1) | ||||||||||||||||
FMR LLC(2) | 13,269,443 | 8.63 | % | 9,046,311 | 5.68 | % | ||||||||||||||
Wellington Management Group LLP(3) | 16,813,689 | 10.94 | % | 15,154,459 | 9.52 | % | ||||||||||||||
The Vanguard Group(4) | 14,421,726 | 9.38 | % | 16,217,226 | 10.19 | % | ||||||||||||||
BlackRock, Inc.(5) | 14,197,604 | 9.2 | % | 11,037,401 | 6.9 | % | ||||||||||||||
T. Rowe Price Associates, Inc.(6) | 7,969,161 | 5.1 | % | 16,426,684 | 10.3 | % |
(1) | Percentages calculated based on number of shares outstanding as of February 14, |
(2) | This information is contained in a Schedule 13G/A filed by FMR LLC with the SEC on February |
(3) | This information is contained in a Schedule 13G/A filed by Wellington Management Group LLP with the SEC on February |
(4) | This information is contained in a Schedule 13G/A filed by The Vanguard Group with the SEC on February |
(5) | This information is contained in a |
(6) | This information is contained in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. with the SEC on February |
22 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 29
Biographical Information About Our Executive Officers
Biographical and other information about each of our current executive officers is set forth below, except for Mr. Sloan, our Chief Executive Officer, whose biographical information is provided above under “Proposal One: Election of Directors — Nominees for Election as“Other Directors” beginning on page 9.14.
Name | Age | Current Position | Position with Global Payments and Other Principal Business Affiliations | ||||||
David E. Mangum | President and Chief Operating Officer | President and Chief Operating Officer (since June 2014); Senior Executive Vice President and Chief Financial Officer of the Company (August 2011 — June 2014); Executive Vice President and Chief Financial Officer of the Company (2008 — August 2011); Executive Vice President, Fiserv Corp., a financial services technology provider which acquired CheckFree Corporation in 2007 (2007 | |||||||
Cameron M. Bready | Senior Executive Vice President and Chief Financial Officer | Senior Executive Vice President and Chief Financial Officer (since March 2017); Executive Vice President and Chief Financial Officer (June 2014-February 2017); Executive Vice President and Chief Financial Officer, ITC Holdings Corp., or ITC, a publicly-traded independent electric transmission company (February 2012 — June 2014); Executive Vice President, Treasurer and Chief Financial Officer, ITC (January 2011 — February 2012); Senior Vice President, Treasurer and Chief Financial Officer, ITC (2009 — January 2011). | |||||||
Dr. Guido F. Sacchi | Executive Vice President and Chief Information Officer | Executive Vice President and Chief Information Officer (since August 2013); Chief Information Officer of the Company (June 2011 — August 2013); Managing Director, Digital Commerce, Slalom, LLC d/b/a Slalom Consulting, a consulting firm (April 2010 — May 2011); Chief Executive Officer, Moneta Corp., a consumer online payments company (2008 — 2010). | |||||||
David L. Green | Executive Vice President, General Counsel and Corporate Secretary | Executive Vice President, General Counsel and Corporate Secretary (since November 2013); Senior Vice President and Division General Counsel of the Company (November 2011 — November 2013); Vice President and Division General Counsel of the Company (2007 — November 2011). | |||||||
|
There are no arrangements or understandings between any of our executive officers and any other person pursuant to which any of them was appointed an officer, other than arrangements or understandings with our officers acting solely in their capacities as such.
30 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 23
Proposal Two: Advisory Vote to Approve the Compensation of Our Named Executive Officers
In accordance with Section 14A of the Exchange Act, our board of directors is asking shareholders to approve an advisory resolution on executive compensation. The advisory vote is anon-binding vote to approve the compensation of our named executive officers.NEOs. The vote, which is known as a “say-on-pay”“say-on-pay” vote, is intended to give our shareholders the opportunity to express their views on our named executive officers’NEOs’ compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officersNEOs and the philosophy, policies and practices described in this proxy statement. At last year’s annual meeting of shareholders, approximately 98.8%98% of the votes cast were cast in support of the compensation of our named executive officers.NEOs. The text of the resolution is as follows:
Resolved, that the Company’s shareholders APPROVE, on an advisory basis, the compensation of the Company’s named executive officersNEOs as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the summary compensation table and related compensation tables and narrative discussion.
We urge you to read the Compensation Discussion and Analysis in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. You should also read the summary compensation table and other related compensation tables and narrative disclosure which provide additional details about the compensation of our named executive officersNEOs in the 2016 fiscal transition period.2017. We have designed our compensation and benefits program and philosophy to attract, retain and motivate talented, qualified and committed executive officers who share our philosophy and desire to work toward our goals. We believe that for the 2016 fiscal transition period,2017, our executive compensation program aligned individual compensation with the short-term and long-term performance of our Company in ways such as the following:
The vote regarding the compensation of our named executive officersNEOs described in this Proposal No. 2 is advisory, and therefore, is not binding on us or our board. Althoughnon-binding, our board values the opinions
24 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
that shareholders express in their votes and will review the voting results and take them into consideration as it deems appropriate when
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 31
making future decisions regarding our executive compensation programs as it deems appropriate.programs. Our board of directors has adopted a policy providing for an annualsay-on-pay vote. Unless our board of directors modifies this policy, the nextsay-on-pay vote will be held at our next annual shareholder meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS,NEOs, AS DISCLOSED IN THIS PROXY STATEMENT.
32 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 25
Compensation Discussion and Analysis
2016 Fiscal Transition Period2017 Performance Highlights
We experienced strong business and financial performance around the world during the year ended December 31, 2017. Highlights related to our financial condition and results of operations as of December 31, 2017 and for the year then ended include the following:
The following graph compares the cumulative shareholder returns of $100 invested in the S&P 500 Index, our Company and the average of our performance peer group from JuneJanuary 1, 2013 through February 28,December 31, 2017, assuming reinvestment of dividends.
The graph excludes peer group performance for Sabre Corporation, PayPal, Inc. and First Data Corp., because these two companies were not publicly traded for the full period presented above.
26 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 33
Compensation Highlights
The following charts show the mix of total target compensation for our Chief Executive Officer and for all the other named executive officersNEOs as a group, based on a weighted average, as well as the portion of that compensation that is subject to forfeiture (“at risk”) or performance-based (exclusive of one-time synergy units granted during the 2016 fiscal transition period).performance-based.
CEO TOTAL TARGET COMPENSATION | OTHER NEOs TOTAL TARGET COMPENSATION | |
|
|
Our compensation program is aligned with short- and long-term Company performance and reflects best practices to ensure sound corporate governance. As illustrated above, with the exception of base salary and time-based restricted stock awards, all target compensation is performance-based. Executives are also subject to stock ownership guidelines, and the securities they are required to hold under those guidelines will continue to fluctuate with our share price.
The short-term cash incentives awarded under our annual performance plan incent and reward our executives for achievement of short-term goals aligned with our 2016 fiscal transition period2017 operating plan. The long-term incentive plan incents and rewards our executives for achievement of long-term goals measured over amulti-year period. Together, these plans support our strategy of facilitating the adoption of, and transition to, card, electronic and digital-based payments by expanding our share in existing markets through our distribution channels, new products and services and acquisitions to improve our scale of offerings, while simultaneously seeking expansion into new markets through acquisitions around the world.
OurThe short-term cash incentives awarded under our annual performance plan isare 100% based on achievement of Company performance goals, equally weighted between adjusted earnings per share, which we refer to as “adjusted EPS,” adjusted net revenue and adjusted operating margin. For the 2016 fiscal transition period,2017, each of our named executive officersNEOs (identified below) earned 113%131% of his target under the annual performance plan. These performance goals are discussed below under “Compensation Discussion and Analysis — Short-Term Incentive Plan” beginning on page 31.38.
Awards under our long-term incentive plan include performance-based restricted stock units, which we refer to as “performance units,” stock options and time-based restricted stock. Performance units are earned based on achievement of an adjusted EPS growth target over a three-year performance period. To the extent earned, performance units convert into unrestricted shares after performance results for the three-year performance period are certified by the Compensation Committee. Stock options and restricted stock vest in equal installments on each of the first three anniversaries of their respective grant dates. During the 2016 fiscal transition period, the Compensation Committee also granted a one-time supplemental award of synergy units, which vest, if at all, based upon the achievement of pre-established goals related to the Heartland transaction. The value of each of thelong-term incentive awards changes as our share price changes, thereby aligning the interests of our executives with those of our shareholders. Awards under our long-term incentive plan for the 2016 fiscal transition period2017 are discussed below under “Compensation Discussion and Analysis — Long-Term Incentive Plan” beginning on page 33.39.
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 27
Named Executive Officers
The following individuals are identified as “named executive officers”NEOs pursuant to SEC rules for the purpose of describing our compensation for the 2016 fiscal transition period:2017:
34 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
The discussion below explains the detailed information provided in the tables contained in this section and places that information within the context of our overall compensation program. See “Compensation of Named Executive Officers” below for a series of tables containing specific information about the compensation earned or paid in the 2016 fiscal transition period2017 to our named executive officers.NEOs.
How Compensation Decisions Are Made
Objectives of Compensation Policies
Our Compensation Committee designs and at least annually reviews our compensation program with a view to retaining and attracting executive leadership of a caliber and level of experience necessary to manage our complex, growth-oriented and global businesses. Our objective is to maintain a compensation program that will allow us to:
In order to achieve these results, our Compensation Committee believes our program must:
Our Compensation Committee also considers and assesses risk mitigation factors and potential risk aggravators in our compensation program. For the 2016 fiscal transition period,2017, our Compensation Committee concluded that our compensation practices are balanced, do not encourage excessive risk taking by our employees, and are not reasonably likely to have a material adverse effect on our Company.
Role of the Independent Compensation Consultant
Our Compensation Committee retained Frederic W. Cook & Co., Inc., or FWC, as its independent compensation consultant. The Compensation Committee assessed the independence of FWC and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE
28 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
rules, and determined that FWC is independent. FWC took guidance from and reported directly to the Compensation Committee and, solely with respect to non-employee director compensation, the Governance and Nominating Committee. FWC advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our executives, including our named executive officers.NEOs. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for the 2016 fiscal transition period,2017, FWC performed the following services relating to the Company’s 2016 fiscal transition period compensation:services:
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 35
All services performed for us by FWC during the 2016 fiscal transition period2017 were related to executive or director compensation.
Market Data
Our Compensation Committee considers the compensation programs and practices and resulting NEO compensation opportunities and levels of selected other companies to assist usit in setting our executive compensation to ensure that it remains competitive. For the 2016 fiscal transition period,2017, our Compensation Committee requested that FWC review our peer group and suggest potential revisions. The Compensation Committee reviewed and discussed the analysis and approved the following peer group for compensation benchmarking purposes.purposes, removing Euronet Worldwide, VeriFone Systems and DST Systems from the peer group used in the prior year and adding FleetCor Technologies, Inc., Gartner, Inc., Sabre Corporation and Verisk Analytics, Inc. The peer group was updated and the companies were chosen because (i) each company in the peer group is in the transaction processing or data services business, (ii) each company in the peer group is publicly traded, (iii) at the time the peer group was constructed, our revenues were near the median of the group as a whole, and (iv) we compete for talent with many of these companies.
For the 2016 fiscal transition period,2017, our peer group included the following companies:
• Alliance Data Systems Corporation
• Automatic Data Processing, Inc.
• Broadridge Financial Solutions, Inc.
•
• Fidelity National Information Services, Inc. | • First Data Corporation
• Fiserv, • FleetCor Technologies, Inc. | • Gartner, Inc.
• Paychex, Inc.
•
• Total System Services, Inc.
•
• • Verisk Analytics, Inc.
• The Western Union Company |
The group of peer companies listed above is the same as the peer group used for fiscal 2016, except for certain changes to ensure that the peer group reflected the Company’s growth resulting from the acquisition of Heartland. In addition to the removal of Heartland, the two smallest companies, Dun & Bradstreet Corporation and Jack Henry & Associations, Inc., were removed and three larger companies, Automatic Data Processing, Inc, First Data Corporation and PayPal Holdings, Inc., were added. Before the Compensation Committee set the 2016 fiscal transition period compensation for 2017, FWC collected and analyzed comprehensive market data for the Committee’s use. FWC presented market figures representing competitive ranges for base salary, targetshort-term incentive opportunity and long-term incentive opportunity.
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 29
Role of Executive Officers
At the beginning of the 2016 fiscal transition period,2017, our Chief Executive Officer, with the assistance of our human resources department, developed compensation recommendations for the executive officers who reported directly to him (including our named executive officers)NEOs) based on market data supplied by FWC, our Company’s performance relative to goals approved by the Compensation Committee and other individual contributions to our performance. The FWC report examined market data from our peer group and analyzed compensation for comparable positions for our named executive officers.NEOs. The Compensation Committee considered the Chief Executive Officer’s recommendations, in conjunction with the counsel of FWC and the market data, in determining the compensation elements for these named executive officers.NEOs. In considering the FWC report, the Compensation Committee primarily considered and reviewed the median level of compensation within the peer group. In setting actual compensation levels for our named executive officers,NEOs, however, the Compensation Committee did not target any element of compensation at a particular percentile or percentile range of the peer group data. Rather, the Compensation Committee uses this information as one input in its decision-making process. The Compensation Committee determined all aspects of Mr. Sloan’s compensation as Chief Executive Officer in consultation with FWC. Mr. Sloan did not participate in the Compensation Committee’s determination of his compensation.
36 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
ShareholderSay-on-Pay Vote for the 2016 Fiscal 2016Transition Period and Compensation Actions Taken
At last year’s annual meeting of shareholders, approximately 98.8%98% of the votes cast were cast in support of the compensation of our named executive officers.NEOs. The Compensation Committee considered this a positive result and concluded that the shareholders support the compensation paid to our executive officers and our overall pay practices. In light of this support, the Compensation Committee decided to retain the design of our executive compensation program.
The Compensation Committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our executive compensation program. The Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our board of directors. Please refer to “Corporate“Board and Corporate Governance — Contacting Our Board of Directors” on page 2027 for information about communicating with the board of directors.
Elements of Executive Compensation Program
Our Compensation Committee, with guidance from FWC, reviewed the market data for each of our named executive officersNEOs and allocated, on an individual basis, the major elements of our compensation, including base salary, short-term incentives and long-term incentives, taking into consideration factors such as the individual’s peer group market position, as well as the individual’s performance, retention, internal equity, individual development and succession planning. The following executive pay at target levels was set by the Compensation Committee for the 2016 fiscal transition period:2017:
Name | Base Salary* | % of Total | Target Short-Term Cash | % of Total | Target Long-Term | % of Total | Total* | ||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,000,000 | 12 | % | $ | 1,600,000 | 20 | % | $ | 5,500,000 | 68 | % | $ | 8,100,000 | |||||||||||||||||||||
David E. Mangum | $ | 600,000 | 20 | % | $ | 600,000 | 20 | % | $ | 1,800,000 | 60 | % | $ | 3,000,000 | |||||||||||||||||||||
Cameron M. Bready | $ | 550,000 | 22 | % | $ | 495,000 | 20 | % | $ | 1,455,000 | 58 | % | $ | 2,500,000 | |||||||||||||||||||||
Guido F. Sacchi | $ | 470,000 | 25 | % | $ | 423,000 | 23 | % | $ | 957,000 | 52 | % | $ | 1,850,000 | |||||||||||||||||||||
David L. Green | $ | 435,000 | 26 | % | $ | 369,750 | 22 | % | $ | 845,000 | 51 | % | $ | 1,649,750 |
Name | Base Salary | % of Total | Target Short-Term Cash | % of Total | Target Long-Term | % of Total | Total | ||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,000,000 | 12 | % | $ | 1,600,000 | 18 | % | $ | 6,000,000 | 70 | % | $ | 8,600,000 | |||||||||||||||||||||
David E. Mangum | $ | 620,000 | 20 | % | $ | 620,000 | 20 | % | $ | 1,895,000 | 60 | % | $ | 3,135,000 | |||||||||||||||||||||
Cameron M. Bready | $ | 565,000 | 22 | % | $ | 508,500 | 19 | % | $ | 1,541,000 | 59 | % | $ | 2,614,500 | |||||||||||||||||||||
Guido F. Sacchi | $ | 485,000 | 25 | % | $ | 436,500 | 23 | % | $ | 1,013,000 | 52 | % | $ | 1,934,500 | |||||||||||||||||||||
David L. Green | $ | 450,000 | 26 | % | $ | 382,500 | 22 | % | $ | 892,000 | 52 | % | $ | 1,724,500 |
The annual compensation program also includes other benefits, including limited perquisites and a nonqualified deferred compensation plan.
30 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
From time to time, our Compensation Committee also may approve certain supplemental awards. During the 2016 fiscal transition period, our Compensation Committee approved and implemented a synergy incentive program in connection with the Heartland transaction, as described in more detail on page 36.No supplemental awards were granted during 2017.
Base salary provides our executive officers with a level of compensation consistent with their skills, responsibilities, experience and performance in relation to comparable positions in the marketplace. Base salary represented 12% of our Chief Executive Officer’s total compensation target and 23% of the total compensation target for our other named executive officersNEOs (based on a weighted average). It is the one component of compensation that does not fluctuate with our Company’s performance or the value of our stock. The Compensation Committee reviews the base salaries of our executive officers annually. After an evaluation by the Compensation Committee of the factors described above under “Compensation Discussion and Analysis — How Decisions Are Made — Market Data” on page 29,35, Messrs. Mangum, Bready and Green and Dr. Sacchi received increases in their base salaries for 2017 as compared to the 2016 fiscal transition period as compared to fiscal 2016.period.
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 37
The base salaries for our named executive officersNEOs for the 2016 fiscal transition period,2017, compared to their base salaries in effect at the end of fiscal 2016, are set forth below (on an annualized basis):below:
Name | TP 2016 (annualized) | Fiscal 2016 | % Change | 2017
| TP 2016 (annualized)
| % Change
| ||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,000,000 | $ | 1,000,000 | — | $
| 1,000,000
|
| $
| 1,000,000
|
| —
| ||||||||||||||||||
David E. Mangum | $ | 600,000 | $ | 585,000 | 3% | $
| 620,000
|
| $
| 600,000
|
| 3%
| ||||||||||||||||||
Cameron M. Bready | $ | 550,000 | $ | 530,000 | 4% | $
| 565,000
|
| $
| 550,000
|
| 3%
| ||||||||||||||||||
Guido F. Sacchi | $ | 470,000 | $ | 470,000 | — | $
| 485,000
|
| $
| 470,000
|
| 3%
| ||||||||||||||||||
David L. Green | $ | 435,000 | $ | 400,000 | 9% | $
| 450,000
|
| $
| 435,000
|
| 3%
|
The Compensation Committee considers adjustments to base salary for our named executive officersNEOs on an annual basis and may do so more frequently upon a change in circumstances. The Compensation Committee determined to increase the salaries of Messrs. Mangum, Bready and Green and Dr. Sacchi for the 2016 fiscal transition period2017 after considering, among other inputs, the market data on comparable positions from our peer group set forth in the FWC report, including but not limited to the median level of compensation for comparable positions. The Compensation Committee also considered Mr. Sloan’s assessment of Messrs. Mangum, Bready and Green.Green and Dr. Sacchi. The Compensation Committee does not use a specific formula for evaluating the individual performance of each named executive officer.NEOs. The Compensation Committee makes each assessment taking into consideration the competitiveness of each named executive officer’sNEO’s pay opportunity, the quality and effectiveness of each named executive officer’sNEO’s leadership and their respective contribution to the Company’s financial and operational success, as well as the totality of the executive’s performance.
Under our short-term incentive plan, we provide our named executive officersNEOs with short-term incentive opportunities to motivate and reward them for the achievement of our defined business goals and objectives. Our short-term incentive plan provides an opportunity for executives to earn variableat-risk cash compensation and is designed to allow annual incentive awards that are fully deductible under Section 162(m) of the Code as further described under “Compensation, Discussion and Analysis — Tax Considerations” on page 38 below.
GLOBAL PAYMENTS INC. | 2017 Proxy Statement– 31cash.
Target Bonus Opportunities
For the 2016 fiscal transition period,2017, after its review of the market data, our Compensation Committee approved the following target bonus opportunities for each of our named executive officers,NEOs, expressed as a percentage of base salary:
Target Bonus Opportunity* | % of Base Salary | |||||||||
Jeffrey S. Sloan | $ | 1,600,000 | 160 | % | ||||||
David E. Mangum | $ | 600,000 | 100 | % | ||||||
Cameron M. Bready | $ | 495,000 | 90 | % | ||||||
Guido F. Sacchi | $ | 423,000 | 90 | % | ||||||
David. L. Green | $ | 369,750 | 85 | % |
Target Bonus
| % of Base
| |||||||||
Jeffrey S. Sloan
| $
| 1,600,000
|
|
| 160
| %
| ||||
David E. Mangum
| $
| 620,000
|
|
| 100
| %
| ||||
Cameron M. Bready
| $
| 508,500
|
|
| 90
| %
| ||||
Guido F. Sacchi
| $
| 436,500
|
|
| 90
| %
| ||||
David. L. Green
| $
| 382,500
|
|
| 85
| %
|
In determining the target bonus opportunities for each named executive officerNEO for the 2016 fiscal transition period,2017, the Compensation Committee considered the market data for bonus target opportunity and target total cash compensation opportunity for comparable positions within our peer group, as reflected in the FWC report, and the Compensation Committee’s general assessment of the Chief Executive Officer, and the Chief Executive Officer’s assessment and recommendations with respect to the other named executive officers.NEOs. The Compensation Committee does not use a specific formula for evaluating the individual performance of each named executive officer.NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each named executive officer’sNEO’s leadership and their respective contribution to the Company’s financial and operational success, as well as the totality of the executive’s performance.
Performance Metrics
For the 2016 fiscal transition period,2017, the Compensation Committee allocated the target opportunity under the short-term incentive plan evenly among the following three performance metrics: adjusted EPS, adjusted net revenue and adjusted operating margin, which arenon-GAAP financial measures. See Appendix A to this proxy statement for a description of the calculation of these measures.
38 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Adjusted EPS is a primary metric management uses to more clearly focus on the economic benefits to our core business and other factors we believe are pertinent to the daily management of our operations. We use adjusted net revenue because we believe it demonstrates our performance in further penetrating our global footprint and executing against our market opportunities. We use adjusted operating margin because we believe it allows us to assess the quality and efficiency of our operations to promote a long-term outlook.
Because these performance metrics are calculated for the sole purpose of determining compensation, they may differ from similarnon-GAAP financial measures reported elsewhere in Company filings. For each of these separately-calculated performance metrics, each named executive officerNEO could earn up to 200% of the target opportunity.
Degree of Performance Attainment | Adjusted EPS | Adjusted Net Revenue Weighted 33% | Adjusted Operating Margin Weighted 33% | Total Opportunity | ||||||||||||||||
Maximum | 200 | % | 200 | % | 200 | % | 200 | % | ||||||||||||
Target | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||
Threshold | 50 | % | 50 | % | 50 | % | 50 | % | ||||||||||||
Below Threshold | 0 | % | 0 | % | 0 | % | 0 | % |
32 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
Degree of Performance Attainment
| Adjusted EPS
| Adjusted Net
| Adjusted
| Total
| ||||||||||||||||
Maximum
|
| 200
| %
|
| 200
| %
|
| 200
| %
|
| 200
| %
| ||||||||
Target
|
| 100
| %
|
| 100
| %
|
| 100
| %
|
| 100
| %
| ||||||||
Threshold
|
| 50
| %
|
| 50
| %
|
| 50
| %
|
| 50
| %
| ||||||||
Below Threshold
|
| 0
| %
|
| 0
| %
|
| 0
| %
|
| 0
| %
|
The following table sets forth the range of goals for the 2016 fiscal transition period performance measures for 2017, our actual performance results for the 2016 fiscal transitionsuch period and the resulting payouts.
Performance / Payout | Adjusted EPS | Adjusted Net Revenue (millions) | Adjusted Operating Margin | Adjusted EPS
| Adjusted Net
| Adjusted
| ||||||||||||||||||||||||
Performance thresholds: | ||||||||||||||||||||||||||||||
Maximum | $ | 2.13 | $ | 2,186 | 30.30 | % | $
| 4.07
|
| $
| 3,969
|
|
| 30.30
| %
| |||||||||||||||
Target | $ | 1.94 | $ | 1,901 | 29.30 | % | $
| 3.70
|
| $
| 3,451
|
|
| 29.30
| %
| |||||||||||||||
Threshold | $ | 1.75 | $ | 1,616 | 28.30 | % | $
| 3.33
|
| $
| 2,933
|
|
| 28.30
| %
| |||||||||||||||
Below Threshold | $ | <1.75 | $ | <1,616 | <28.30 | % | $
| <3.33
|
| $
| <2,933
|
|
| <28.30
| %
| |||||||||||||||
Actual TP 2016 performance | $ | 2.02 | $ | 1,914 | 29.20 | % | ||||||||||||||||||||||||
Actual 2017 performance
| $
| 3.88
|
| $
| 3,457
|
|
| 29.70
| %
| |||||||||||||||||||||
Actual payout | 140 | % | 105 | % | 95 | % |
| 149%
|
|
| 101%
|
|
| 144%
|
|
Payouts for 2016 Fiscal Transition Period2017 Short-Term Incentive Plan
The following table summarizes the final performanceshort-term incentive plan payouts for each named executive officerNEO based on 2016 fiscal transition period performance in 2017 for each performance metric and in total:
Name | Adjusted EPS | Adjusted Net Revenue | Adjusted Operating | Total Payout | Percentage of Target | Adjusted
| Adjusted Net
| Adjusted Operating
| Total Payout
| Payout
| ||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 435,556 | $ | 326,667 | $ | 295,556 | $ | 1,057,778 | 113 | % | $
| 794,667
|
| $
| 538,666
|
| $
| 768,000
|
| $
| 2,101,333
|
|
| 131
| %
| |||||||||||||||||||||||||
David E. Mangum | $ | 163,333 | $ | 122,500 | $ | 110,833 | $ | 396,667 | 113 | % | $
| 307,933
|
| $
| 208,734
|
| $
| 297,600
|
| $
| 814,267
|
|
| 131
| %
| |||||||||||||||||||||||||
Cameron M. Bready | $ | 134,750 | $ | 101,063 | $ | 91,438 | $ | 327,250 | 113 | % | $
| 252,555
|
| $
| 171,195
|
| $
| 244,080
|
| $
| 667,830
|
|
| 131
| %
| |||||||||||||||||||||||||
Guido F. Sacchi | $ | 115,150 | $ | 86,363 | $ | 78,138 | $ | 279,650 | 113 | % | $
| 216,795
|
| $
| 146,955
|
| $
| 209,520
|
| $
| 573,270
|
|
| 131
| %
| |||||||||||||||||||||||||
David L. Green | $ | 100,654 | $ | 75,491 | $ | 68,301 | $ | 244,446 | 113 | % | $
| 189,975
|
| $
| 128,775
|
| $
| 183,600
|
| $
| 502,350
|
|
| 131
| %
|
Each year, we grant long-term incentive awards, which we refer to as LTIs, to executives and other key employees throughout the Company. All LTI grants are made pursuant to our 2011 Amended and Restated Incentive Plan, or the 2011 Incentive Plan, which was last approved by our shareholders at our 2016 annual shareholders meeting. All grants of LTIs to our named executive officersNEOs were approved by the Compensation Committee and are based on target values consistent with the executives’each executive’s skills, responsibilities, experience and performance in relationrelative to comparable positions in the marketplace. LTIs align the executives’ interests with those of the shareholders by linking their compensation to our share price.
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 39
In determining the LTI awards for each named executive officer,NEO, the Compensation Committee considered the market data for LTI awards and target total direct compensation opportunityopportunities for comparable positions within our peer group, as reflected in the FWC report, the Compensation Committee’s general assessment of the Chief Executive Officer, and the Chief Executive Officer’s assessment and recommendations with respect to the other named executive officers.NEOs. The Compensation Committee does not use a specific formula for evaluating the individual performance of each named executive officer.NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each named executive officer’sNEO’s leadership and their respective contribution to the Company’s financial and operational success, as well as the totality of the executive’s performance.
The grant value of LTI awards for our NEOs are reflected in the following chart (at target):
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 33
The annualized LTI grants for our named executive officers represent pay opportunity for performance at target:
Name | Performance Units* | Stock Options* | Restricted Stock* | Total* | ||||||||||||||||
Jeffrey S. Sloan | $ | 2,750,000 | $ | 1,375,000 | $ | 1,375,000 | $ | 5,500,000 | ||||||||||||
David E. Mangum | $ | 900,000 | $ | 450,000 | $ | 450,000 | $ | 1,800,000 | ||||||||||||
Cameron M. Bready | $ | 727,500 | $ | 363,750 | $ | 363,750 | $ | 1,455,000 | ||||||||||||
Guido F. Sacchi | $ | 478,500 | $ | 239,250 | $ | 239,250 | $ | 957,000 | ||||||||||||
David L. Green | $ | 422,500 | $ | 211,250 | $ | 211,250 | $ | 845,000 |
Name
| Performance
| Stock Options
| Restricted Stock
| Total
| ||||||||||||||||
Jeffrey S. Sloan
| $
| 3,000,000
|
| $
| 1,500,000
|
| $
| 1,500,000
|
| $
| 6,000,000
|
| ||||||||
David E. Mangum
| $
| 947,500
|
| $
| 473,750
|
| $
| 473,750
|
| $
| 1,895,000
|
| ||||||||
Cameron M. Bready
| $
| 770,500
|
| $
| 385,250
|
| $
| 385,250
|
| $
| 1,541,000
|
| ||||||||
Guido F. Sacchi
| $
| 506,500
|
| $
| 253,250
|
| $
| 253,250
|
| $
| 1,013,000
|
| ||||||||
David L. Green
| $
| 446,000
|
| $
| 223,000
|
| $
| 223,000
|
| $
| 892,000
|
|
Approximately half of the LTIs granted to the executives for the 2016 fiscal transition period were2017 was in the form of performance units, (expressed at target), approximately 25% werewas in the form of stock options, and approximately 25% werewas in the form of time-based restricted shares of common stock. The LTI mix for the 2016 fiscal transition period2017 was the same as for the 2016 fiscal 2016.transition period. In determining the appropriate mix, the Compensation Committee took into account competitive market practices of peer group companies, its belief that a blend of equity awards provides both an incentive and retention effect, and its belief that the utilization of the various LTI awards mitigates compensation risk that may be associated with the use of a single LTI vehicle.
Performance Units
In the 2016 fiscal transition period,2017, our Compensation Committee allocatedgranted approximately 50% of the value of the targettotal LTI awards to NEOs in performance units. TheThese performance units granted to the named executive officers in the 2016 fiscal transition period are earned based on the growth of our annual adjusted EPS over a three-year performance period (June(January 1, 20162017 through MayDecember 31, 2019). At the beginning of the performance period, the threshold, target and maximum annual adjusted EPS growth rates are set by the Compensation Committee for the entire three-year performance period. The threshold, target and maximum adjusted EPS growth goal for each of the three years in the performance period is determined as a percentage increase over the actual results from the prior fiscal year, assuming constant currencies.
At the end of the performance period, the adjusted EPS growth performance for each year (calculated separately based on actual adjusted EPS from the preceding year) is evaluated and the calculated payout percentage (0% to 200% of target) is certified by the Compensation Committee. The final payout percentage (as a percentage of target) is determined as the average of each of the three annual payout percentages. As a result, payouts for the second and third year of the performance period require continuedsustained growth over a long-termthe three-year period. Because growth rates are calculated separately for each year in the performance period and are not aggregated over the three-year performance period, the plan allows for a long-term growth goal while recalibrating to actual performance on an annual basis.
The earnedEarned performance units will convert into unrestricted shares onfollowing the third anniversary of the performance unit grant date, provided that the Compensation Committee has previously certified the performance results described above. As a result, there is no payout of the award until the end of the three-year performance period.
3440 – GLOBAL PAYMENTS INC. | 20172018 Proxy Statement
The following table summarizes the target number of performance units based on financial performance metrics at target granted duringto each of the 2016 fiscal transition period:NEOs in 2017:
Name | Annualized Target Allocation to | Annualized Number of | Actual Number of Performance Units Granted(3) | Target Allocation to
| Actual Number of
| ||||||||||||||||||||
Jeffrey S. Sloan | $ | 2,750,000 | 36,834 | 21,487 | $
| 3,000,000
|
|
| 37,760
|
| |||||||||||||||
David E. Mangum | $ | 900,000 | 12,055 | 7,032 | $
| 947,500
|
|
| 11,926
|
| |||||||||||||||
Cameron M. Bready | $ | 727,500 | 9,745 | 5,685 | $
| 770,500
|
|
| 9,698
|
| |||||||||||||||
Guido F. Sacchi | $ | 478,500 | 6,410 | 3,739 | $
| 506,500
|
|
| 6,376
|
| |||||||||||||||
David L. Green | $ | 422,500 | 5,659 | 3,302 | $
| 446,000
|
|
| 5,614
|
|
(1) |
Payout of Fiscal 2015 Performance Units
In each year of the most recently completed three-year performance period of June 1, 2014 to May 31, 2017, the Company achieved adjusted EPS growth at or above the maximum level, as calculated pursuant to the terms of the fiscal year 2015 awards. As a result, the NEOs earned 200% of their performance units granted in fiscal year 2015. Accordingly, the number of shares earned from the fiscal year 2015 were as follows:
Name
| Shares Earned at
| Value at Vesting(1)
| ||||||||
Jeffrey S. Sloan
|
| 125,788
|
| $
| 11,793,883
|
| ||||
David E. Mangum
|
| 43,328
|
| $
| 4,062,433
|
| ||||
Cameron M. Bready
|
| 34,944
|
| $
| 3,276,349
|
| ||||
Guido F. Sacchi
|
| 19,568
|
| $
| 1,834,696
|
| ||||
David L. Green
|
| 14,676
|
| $
| 1,376,022
|
|
Payout of Leveraged Performance Units
On September 30, 2014, our NEOs were granted performance-based restricted stock units that we refer to as “leveraged performance units,” or LPUs. These LPUs were based on both the absolute share price appreciation and the relative share price appreciation of our stock compared to the S&P 500 index over a three-year performance period that commenced on September 30, 2014 and ended on September 30, 2017. To incentivize strong relative stock price performance, our Compensation Committee structured the LPUs to result in a reduced payout multiple in the event that our stock price underperformed the S&P 500 index. Following the three-year performance period,one-third of any earned LPUs converted into unrestricted shares of our common stock, and the remainingtwo-thirds converted into restricted shares of our common stock that will vest in equal installments on September 30, 2018 and 2019, which are the fourth and fifth anniversaries of the LPU grant date.
The appreciation of our stock or the S&P 500 index is defined as the increase in the average closing price of our stock or the S&P 500 index, as applicable, for the twenty trading days immediately preceding the first day of the performance period compared to the average closing price for the last twenty trading days of the performance period. If our annualized stock price growth during the performance period had not met or exceed 6.0%, then the LPUs would have been forfeited.
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 41
Because our annualized stock price growth exceeded the 6.0% minimum performance threshold, the LPUs converted into a number of shares calculated as the number of LPUs awarded multiplied by the applicable multiple payout set forth in the following table, subject to the dollar amount caps described below:
Annualized Share Price Growth | Payout Multiple if Share Price Outperforms S&P 500 Index | Payout Multiple if S&P Share Price | ||||||||
6.0% | 0.25 | 0.00 | ||||||||
7.0% | 0.44 | 0.00 | ||||||||
8.0% | 0.63 | 0.25 | ||||||||
9.0% | 0.81 | 0.50 | ||||||||
10.0% | 1.00 | 0.75 | ||||||||
11.0% | 1.50 | 1.00 | ||||||||
12.0% | 2.00 | 1.25 | ||||||||
13.0% | 2.50 | 1.50 | ||||||||
14.0% | 3.00 | 1.75 | ||||||||
15.0% | 3.50 | 2.00 | ||||||||
16.0% | 4.00 | 2.25 | ||||||||
17.0% | 4.50 | 2.50 | ||||||||
18.0% | 5.00 | 2.50 | ||||||||
19.0% | 5.00 | 2.50 |
The number of shares to be issued upon conversion of the LPUs resulting from the calculation above was subject to a cap that was based on a multiple of the target value of the award as of the grant date. Specifically, because our share price outperformed the S&P 500 index, the number of shares issued upon the conversion of the LPUs, multiplied by our share price on the conversion date, was capped at eight times the target amount (in dollars) of the award. If the S&P 500 index had outperformed our share price, then the number of shares issued upon the conversion of the LPUs, multiplied by our share price on the conversion date, would not have exceeded four times the target amount (in dollars) of the target award.
On October 5, 2017, the Compensation Committee certified that our annualized stock price growth over the three-year performance period was 38.9% and our share price outperformed the S&P 500 index, resulting in the payouts described below, which were capped at eight times the target amount.One-third of such shares vested on October 5, 2017, and the remaining shares will vest on each of September 30, 2018 and 2019.
Name | Number of LPUs Granted | Number of LPUs Earned | ||||||||
Jeffrey S. Sloan | 66,264 | 191,362 | ||||||||
David E. Mangum | 27,048 | 78,107 | ||||||||
Cameron M. Beady | 21,788 | 62,919 | ||||||||
Guido F. Sacchi | 13,024 | 37,607 | ||||||||
David L. Green | 10,068 | 29,073 |
42 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Stock Options
In the 2016 fiscal transition period,2017, our Compensation Committee allocatedgranted approximately 25% of the value of the target LTI awards tovalue in stock options. Our Compensation Committee believes stock options 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 the Company’s stock appreciates after the grant date. The exercise price is the closing price of the stock on the grant date. We do not grant discounted options orre-price previously granted options. The stock options vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with us on each vesting date. During the 2016 transition period,2017, the Compensation Committee approved the following stock option grants forto each of the named executive officers:NEOs:
Name | Annualized Target Allocation to Stock Options(1) | Annualized Number of Stock Options(2) | Actual Number of Stock Options Granted(3) | Target Allocation to Stock Options | Number of Stock Options Granted(1) | ||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,375,000 | 62,872 | 36,676 | $ | 1,500,000 | 63,345 | ||||||||||||||||||
David E. Mangum | $ | 450,000 | 20,577 | 12,003 | $ | 473,750 | 20,007 | ||||||||||||||||||
Cameron M. Bready | $ | 363,750 | 16,633 | 9,703 | $ | 385,250 | 16,270 | ||||||||||||||||||
Guido F. Sacchi | $ | 239,250 | 10,940 | 6,382 | $ | 253,250 | 10,695 | ||||||||||||||||||
David L. Green | $ | 211,250 | 9,660 | 5,635 | $ | 223,000 | 9,418 |
(1) |
Calculated based on the closing price of our stock on the grant date and the Black-Scholes conversion ratio approved by the Compensation Committee at the time the grants were approved. |
Time-Based Restricted Stock
In the 2016 fiscal transition period,2017, our Compensation Committee allocatedgranted approximately 25% of the total LTI value of target LTI awards toin time-based restricted stock. Our Compensation Committee believes restricted stock provides a retentive element to the long-term incentive program while still maintaining alignment with the long-term interests of our shareholders by tying the value of the awards to the value of our stock price. The restricted shares vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with us on each vesting date.
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 35
Our named executive officersNEOs received the following number of restricted shares as part of the compensation plan for the 2016 fiscal transition period:in 2017:
Name | Annualized Target Allocation to Restricted Stock(1) | Annualized Number of Restricted Shares(2) | Actual Number of Restricted Shares Granted(3) | Target Allocation to Restricted Stock | Number of Restricted Shares Granted(1) | ||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,375,000 | 18,417 | 10,744 | $ | 1,500,000 | 18,880 | ||||||||||||||||||
David E. Mangum | $ | 450,000 | 6,028 | 3,516 | $ | 473,750 | 5,963 | ||||||||||||||||||
Cameron M. Bready | $ | 363,750 | 4,873 | 2,843 | $ | 385,250 | 4,849 | ||||||||||||||||||
Guido F. Sacchi | $ | 239,250 | 3,205 | 1,870 | $ | 253,250 | 3,188 | ||||||||||||||||||
David L. Green | $ | 211,250 | 2,830 | 1,651 | $ | 223,000 | 2,807 |
(1) |
Synergy Incentive Program
Acquisitions have been and remain a key component of our strategy. In April 2016, we completed our merger with Heartland. Unlike our previous acquisitions, our merger with Heartland has been and we believe will continue to be transformative for our Company. The purchase price of approximately $3.9 billion exceeds all of our prior acquisitions in recent history combined. We have generated and intend to continue to generate substantial synergies by fully integrating Heartland’s operations into ours.
Aligning the synergy initiatives of the Heartland merger to the compensation of our key personnel, including our executive management team, will drive the achievement of the initiatives which, in turn, are intended to increase the accretive nature of the transaction and create enterprise value to our shareholders. Accordingly, during the 2016 fiscal transition period our Compensation Committee approved all of the material terms and conditions of a synergy incentive program designed to incentivize our executives to maximize synergies relating to the Heartland transaction and granted the synergy performance units. Under the synergy incentive program, certain eligible employees, including each of our named executive officers, have an opportunity to earn cash and shares of our stock, subject to a maximum limit, based upon the achievement between April 22, 2016 (the closing date for the Heartland transaction) and August 31, 2018 of pre-established synergy goals established by our Compensation Committee.
The following chart summarizes the target and maximum award opportunities pursuant to the synergy incentive program for each of our named executive officers.
Name | Target | Maximum | ||||||||
Jeffrey S. Sloan | $ | 2,200,000 | $ | 3,800,000 | ||||||
David E. Mangum | $ | 1,800,000 | $ | 3,200,000 | ||||||
Cameron M. Bready | $ | 1,500,000 | $ | 2,800,000 | ||||||
Guido F. Sacchi | $ | 1,300,000 | $ | 2,400,000 | ||||||
David L. Green | $ | 500,000 | $ | 700,000 |
36 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
The Compensation Committee allocated 50% of the maximum award opportunity to cash and 50% to performance units, as described in the following table.
Name | Maximum Allocation to Cash Award | Maximum Allocation to | Actual Number of Synergy Units Granted(1) | ||||||||||||
Jeffrey S. Sloan | $ | 1,900,000 | $ | 1,900,000 | 25,924 | ||||||||||
David E. Mangum | $ | 1,600,000 | $ | 1,600,000 | 21,831 | ||||||||||
Cameron M. Bready | $ | 1,400,000 | $ | 1,400,000 | 19,102 | ||||||||||
Guido F. Sacchi | $ | 1,200,000 | $ | 1,200,000 | 16,373 | ||||||||||
David L. Green | $ | 350,000 | $ | 350,000 | 4,776 |
Depending on the Compensation Committee’s certification of the achievement of the synergy goals for the period beginning on April 22, 2016 and ending on August 31, 2018, as presented by an independent accounting firm, each of the named executive officers may earn an award up to the maximum award set forth above, subject to our Compensation Committee’s negative discretion to pay a lesser amount based upon the achievement of the synergy goals. Achievement of synergies below target will result in zero payout. Achievement between target and maximum will result in a payout interpolated between the target and maximum payouts. No incentive is paid for synergies above the maximum goal. Our Compensation Committee has the final authority to determine whether a specific item qualifies as cost savings under the synergy incentive program. The cash portion, to the extent earned, will be paid out in the pay period immediately following August 31, 2018, subject to the executive’s continued employment with us on such date. Half of any earned performance units will convert into unrestricted shares on August 31, 2018, and the remaining units will convert to unrestricted shares on August 31, 2019, subject to the executive’s continued employment with us on each respective date.
Our named executive officersNEOs are eligible to participate in other health and welfare programs that are available to substantially allfull-time salaried employees, including our 401(k) plan.
Perquisites offered to our named executive officersNEOs on an annual basis are limited to financial planning. These items create taxable income to the executive, which we do not gross up. In addition, we may ask named executive officersNEOs and their spouses to participate in President’s Club trips offered as rewards to certain other employees for excellent sales or other performance. We treat the expenses of spouses as taxable income to the executives. Because spousal participation is at our request and can be disruptive to other plans they may have, we provide a gross up on that taxable income.
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 43
Our named executive officersNEOs are also eligible to participate in ournon-qualified deferred compensation plan, pursuant to which they may elect to defer up to 100% of their base salary and other forms of compensation. We do not make contributions to the deferred compensation plan. In the 2016 fiscal transition period,2017, none of our named executive officersNEOs made any contributions to or withdrawals from the plan. See “Compensation of Named Executive Officers—Officers —Non-Qualified Deferred Compensation Plan” on page 4752 for more detail regarding the plan.
We are party to an employment agreement with all of our named executive officers.NEOs. These employment agreements provide benefits to our Company and,that, we believe, are necessary in order to attract and retainhighly-qualified executives. Each named executive officer who is a party to an employment agreementNEO has agreed not to disclose confidential information or compete with us, and not to solicit our customers or recruit our employees, for a period of generally 24 months following the termination of his or her employment. In exchange, we offer limited income and benefit protections to the executive, but we do not provide for any excise taxgross-ups. All of our employment agreements with named executive officersNEOs contain a term.
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 37
Policy Regarding Timing of Equity Grants
Our Compensation Committee, in its discretion, typically makes the annual grant to all eligible employees as soon as practicable after (but no earlier than)on the first business day following either the issuance of ourCompany’s fourth quarter earnings release foror the fourth quarterfiling of our preceding fiscal yearthe Company’s annual report, based upon the closing price of our common stock on the grant date, or in the event no earnings release is issued, as soon as practicable after (but not earlier than) the first business day following the Company’s filing of its annual report. Our Compensation Committee fromdate. From time to time, our Compensation Committee may approve supplemental or othernon-recurring grants outside of our annual compensation program at any other time.program.
Anti-Hedging Policy
Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of our common stock declines.
Target Stock Ownership Guidelines
The Compensation Committee has implemented stock ownership guidelines for our executives. This fostersNEOs to foster equity ownership and alignsalign the interests of our executives with our shareholders. Within five years of the executive’s initial appointment to his or her position, our Chief Executive Officer is expected to beneficially own a number of shares at least equal to 500% of his or her base salary, and all other executivesNEOs are expected to beneficially own a number of shares at least equal to 200% of their base salary. Additionally, each executiveNEO is required to hold his or her stock or other securitiessuch shares until the executiveNEO has met the applicable ownership guideline. Each of our executive officersNEOs was in compliance with the stock ownership guidelines as of the record date.
Clawback Policy
The Compensation Committee has adopted a clawback policy, pursuant to which we may recoup all or any portion of the value of any annual or long-term incentive awards provided to any current or former executive officers in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement under the securities laws.
Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to any one of our named executive officersNEOs (other than our Chief Financial Officer). However,Prior to enactment of the Tax Cuts and Jobs Act of 2017, qualifying “performance-based” compensation willwas not be subject to the deduction limit if certain requirements arewere met. The 2011 Incentive Plan iswas designed to allow the Compensation Committee to grant awards that may qualify for the performance-based compensation exemption from Section 162(m), such as the performance-based restricted stock units and synergy incentive awards granted in the 2016 fiscal transition period. Our short-term incentive plan, as a subplan of the 2011 Incentive Plan, also allows annual cash incentive awards that may qualify as performance-based compensation. Under the
44 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
2011 Incentive Plan, the minimum threshold performance goal that our Compensation Committee sets for each plan year is the achievement of positive operating income, as reflected in our consolidated statements of income and filed with our Annual Report on Form10-K for such fiscal year, which we refer to as “threshold operating income performance.” No bonuses will be payable under the short-term incentive plan unless we achieve threshold operating income performance. In any year that our Company achieves threshold operating income performance, our Chief Executive Officer’s maximum award is 2% of such operating income and each other named executive officer’sNEO’s maximum award is 1% of such operating income (but in no event in excess of $10,000,000 per participant). The Compensation Committee then uses negative discretion to pay a lesser amount. To guide it in exercising such discretion, the Compensation Committee establishes intermediate performance metrics and their respective weightings, and intermediate award opportunity ranges, as it deems appropriate to encourage and reward particular areas of performance.
38 – GLOBAL PAYMENTS INC. |The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, Proxy Statement
Asuch that compensation paid to our NEOs, including our Chief Financial Officer, in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Despite the Compensation Committee’s efforts to structure our annual incentive awards and our performance-based restricted stock units and synergy incentive awards to be exempt from Section 162(m) and therefore not subject to its deduction limits, a number of requirements must be met for particular compensation to qualify under Section 162(m), and the scope of the transition relief under the legislation repealing Section 162(m)’s exemption from the deduction limit is uncertain, so there can be no assurance that any compensation awarded will be fully deductible under all circumstances. Also, to maintain flexibility in compensating our executives, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the deduction limit when the Compensation Committee believes that such payments are appropriate.
Report of Compensation Committee Members
The members of the Compensation Committee at the time the compensation of our named executive officersNEOs for the 2016 transition period2017 was approved have reviewed and discussed the foregoing section entitled “Compensation Discussion and Analysis” with management. Based on such review and discussion, these Compensation Committee members recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement, which is to be incorporated by reference into the Company’s TransitionAnnual Report on Form10-K for the 2016 fiscal transition period.2017.
COMPENSATION COMMITTEE MEMBERS
Mitchell L. Hollin (Chair)
John G. Bruno
William I Jacobs
John M. Partridge
John G. Bruno
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – 3945
Compensation of Named Executive Officers
The following table presents certain summary information concerning compensation that we paid or accrued for services rendered in all capacities during 2017 (January 1, 2017 to December 31, 2017), the 2016 fiscal transition period (referred(the seven months ended December 31, 2016) which is referred to in the tables below as “TP 2016”) and for the fiscal years ended May 31, 2016 and 2015. Because the Company, effective as of December 31, 2016, adjusted its fiscal year end from May 31 to December 31, this Summary Compensation Table contains information from the 2015 and 2014.fiscal year, as well as TP 2016 in order to provide the required fulsome compensation disclosure for the three (3) most recent fiscal year periods of 12 months.
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3)(5) | Option Awards ($)(4)(5) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||||||||||||||
Jeffrey S. Sloan Chief Executive Officer | TP 2016 | $ | 583,333 | (1) | $ | 3,506,376 | $ | 802,104 | $ | 1,057,778 | $ | 28,149 | $ | 5,977,740 | ||||||||||||||||||||||||||
2016 | $ | 1,000,000 | — | $ | 3,375,219 | $ | 1,110,782 | $ | 2,710,000 | $ | 41,401 | $ | 8,237,403 | |||||||||||||||||||||||||||
2015 | $ | 900,000 | — | $ | 6,045,511 | $ | 1,120,533 | $ | 2,106,324 | $ | 33,179 | $ | 10,205,547 | |||||||||||||||||||||||||||
2014 | $ | 739,333 | $ | 350,000 | $ | 3,825,841 | — | $ | 1,103,390 | $ | 41,943 | $ | 6,060,507 | |||||||||||||||||||||||||||
David E. Mangum President and Chief Operating Officer | TP 2016 | $ | 350,000 | (1) | $ | 1,687,515 | $ | 262,506 | $ | 396,667 | $ | 28,424 | $ | 2,725,111 | ||||||||||||||||||||||||||
2016 | $ | 585,000 | — | $ | 1,162,577 | $ | 382,606 | $ | 1,056,900 | $ | 35,111 | $ | 3,222,194 | |||||||||||||||||||||||||||
2015 | $ | 575,000 | — | $ | 2,252,574 | $ | 385,970 | $ | 996,820 | $ | 29,205 | $ | 4,239,569 | |||||||||||||||||||||||||||
2014 | $ | 530,000 | $ | 315,000 | $ | 1,293,079 | — | $ | 569,607 | $ | 27,600 | $ | 2,735,286 | |||||||||||||||||||||||||||
Cameron M. Bready | TP 2016 | $ | 320,833 | (1) | $ | 1,386,677 | $ | 212,205 | $ | 327,250 | $ | 29,973 | $ | 2,276,938 | ||||||||||||||||||||||||||
Senior Executive Vice President and Chief Financial Officer | 2016 | $ | 530,000 | — | $ | 937,667 | $ | 308,568 | $ | 861,780 | $ | 35,715 | $ | 2,673,730 | ||||||||||||||||||||||||||
2015 | $ | 458,904 | — | $ | 3,715,644 | $ | 311,266 | $ | 736,780 | $ | 281,974 | $ | 5,504,568 | |||||||||||||||||||||||||||
Guido F. Sacchi | TP 2016 | $ | 274,167 | (1) | $ | 1,068,777 | $ | 139,574 | $ | 279,650 | $ | 13,907 | $ | 1,776,075 | ||||||||||||||||||||||||||
EVP and Chief Information Officer | 2016 | $ | 470,000 | — | $ | 600,133 | $ | 197,496 | $ | 721,763 | $ | 29,253 | $ | 2,018,645 | ||||||||||||||||||||||||||
2015 | $ | 375,000 | — | $ | 1,049,899 | $ | 174,322 | $ | 390,060 | $ | 28,400 | $ | 2,017,681 | |||||||||||||||||||||||||||
2014 | $ | 350,200 | — | $ | 505,981 | — | $ | 212,428 | $ | 21,859 | $ | 1,090,468 | ||||||||||||||||||||||||||||
David L. Green | TP 2016 | $ | 253,750 | (1) | $ | 619,783 | 123,237 | $ | 244,446 | $ | 10,538 | $ | 1,251,755 | |||||||||||||||||||||||||||
EVP, General Counsel and Corporate Secretary | 2016 | $ | 400,000 | — | $ | 562,667 | $ | 185,141 | $ | 578,133 | $ | 35,682 | $ | 1,761,623 | ||||||||||||||||||||||||||
2015 | $ | 320,000 | — | $ | 799,549 | $ | 130,745 | $ | 277,376 | $ | 27,543 | $ | 1,555,213 |
Name and Principal Position
| Year
| Salary ($)
| Stock
| Option
| Non-Equity
| All Other
| Total ($)
| ||||||||||||||||||||||||||||
Jeffrey S. Sloan Chief Executive Officer | 2017 | $ | 1,000,000 | $ | 4,500,048 | $ | 1,500,010 | $ | 2,101,333 | $ | 34,392 | $ | 9,135,783 | ||||||||||||||||||||||
TP 2016 | $ | 583,333 | (1) | $ | 3,506,376 | $ | 802,104 | $ | 1,057,778 | $ | 28,149 | $ | 5,977,740 | ||||||||||||||||||||||
2016 | $ | 1,000,000 | $ | 3,375,219 | $ | 1,110,782 | $ | 2,710,000 | $ | 41,401 | $ | 8,237,403 | |||||||||||||||||||||||
2015 | $ | 900,000 | $ | 6,045,511 | $ | 1,120,533 | $ | 2,106,324 | $ | 33,179 | $ | 10,205,547 | |||||||||||||||||||||||
David E. Mangum President and Chief Operating Officer | 2017 | $ | 620,000 | $ | 1,421,281 | $ | 473,766 | $ | 814,267 | $ | 30,072 | $ | 3,359,385 | ||||||||||||||||||||||
TP 2016 | $ | 350,000 | (1) | $ | 1,687,515 | $ | 262,506 | $ | 396,667 | $ | 28,424 | $ | 2,725,111 | ||||||||||||||||||||||
2016 | $ | 585,000 | $ | 1,162,577 | $ | 382,606 | $ | 1,056,900 | $ | 35,111 | $ | 3,222,194 | |||||||||||||||||||||||
2015 | $ | 575,000 | $ | 2,252,574 | $ | 385,970 | $ | 996,820 | $ | 29,205 | $ | 4,239,569 | |||||||||||||||||||||||
Cameron M. Bready Senior Executive Vice President and Chief Financial Officer | 2017 | $ | 565,000 | $ | 1,155,759 | $ | 385,274 | $ | 667,830 | $ | 29,328 | $ | 2,803,191 | ||||||||||||||||||||||
TP 2016 | $ | 320,833 | (1) | $ | 1,386,677 | $ | 212,205 | $ | 327,250 | $ | 29,973 | $ | 2,276,938 | ||||||||||||||||||||||
2016 | $ | 530,000 | $ | 937,667 | $ | 308,568 | $ | 861,780 | $ | 35,715 | $ | 2,673,730 | |||||||||||||||||||||||
2015 | $ | 458,904 | $ | 3,715,644 | $ | 311,266 | $ | 736,780 | $ | 281,974 | $ | 5,504,568 | |||||||||||||||||||||||
Guido F. Sacchi EVP and Chief Information Officer | 2017 | $ | 485,000 | $ | 759,860 | $ | 253,258 | $ | 573,270 | $ | 29,328 | $ | 2,100,715 | ||||||||||||||||||||||
TP 2016 | $ | 274,167 | (1) | $ | 1,068,777 | $ | 139,574 | $ | 279,650 | $ | 13,907 | $ | 1,776,075 | ||||||||||||||||||||||
2016 | $ | 470,000 | $ | 600,133 | $ | 197,496 | $ | 721,763 | $ | 29,253 | $ | 2,018,645 | |||||||||||||||||||||||
2015 | $ | 375,000 | $ | 1,049,899 | $ | 174,322 | $ | 390,060 | $ | 28,400 | $ | 2,017,681 | |||||||||||||||||||||||
David L. Green EVP, General Counsel and Corporate Secretary | 2017 | $ | 450,000 | $ | 669,048 | $ | 223,018 | $ | 502,350 | $ | 28,760 | $ | 1,873,177 | ||||||||||||||||||||||
TP 2016 | $ | 253,750 | (1) | $ | 619,783 | $ | 123,237 | $ | 244,446 | $ | 10,538 | $ | 1,251,755 | ||||||||||||||||||||||
2016 | $ | 400,000 | $ | 562,667 | $ | 185,141 | $ | 578,133 | $ | 35,682 | $ | 1,761,623 | |||||||||||||||||||||||
2015 | $ | 320,000 | $ | 799,549 | $ | 130,745 | $ | 277,376 | $ | 27,543 | $ | 1,555,213 |
(1) | Represents base salary earned during the seven months in the 2016 fiscal transition period. |
(2) |
This column reflects the aggregate grant date fair value of awards of time-based restricted shares of our common stock and awards of performance-based restricted stock units (including performance units and synergy units for the 2016 fiscal transition period, and, for fiscal 2015, supplemental leveraged performance units, or LPUs). The aggregate grant date fair value of awards of time-based restricted shares was calculated in accordance with FASB ASC Topic 718, based on the value of the underlying shares. The aggregate grant date fair value of awards of performance-based restricted stock units (including the synergy |
46 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
The tables below set forth the maximum grant date fair value, assuming that the highest levels of performance conditions were achieved, for all performance-based awards granted during 2017, the 2016 fiscal transition period, fiscal 2016 fiscal 2015 and fiscal 2014,2015, for which an amount less than the maximum is reflected in the table above, assuming that the highest levels of performance conditions were achieved.above.
2016 Fiscal Transition Period Performance Units | 2016 Fiscal Transition Period Synergy Units | 2017 Performance Units | ||||||||||||||||||||||||||||
Name | Performance Grant Date Fair Value at Target | Performance Value | Synergy Grant Date | Synergy Value | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,604,219 | $ | 3,208,438 | $ | 1,100,000 | $ | 1,900,000 | $ | 3,000,032 | $ | 6,000,064 | ||||||||||||||||||
David E. Mangum | $ | 525,009 | $ | 1,050,018 | $ | 900,000 | $ | 1,600,000 | $ | 947,521 | $ | 1,895,041 | ||||||||||||||||||
Cameron M. Bready | $ | 424,442 | $ | 848,884 | $ | 750,000 | $ | 1,400,000 | $ | 770,506 | $ | 1,541,012 | ||||||||||||||||||
Guido F. Sacchi | $ | 279,154 | $ | 558,308 | $ | 650,000 | $ | 1,200,000 | $ | 506,573 | $ | 1,013,146 | ||||||||||||||||||
David L. Green | $ | 246,527 | $ | 493,054 | $ | 250,000 | $ | 350,000 | $ | 446,032 | $ | 892,064 |
2016 Fiscal Transition Period Performance Units(a) | 2016 Fiscal Transition Period Synergy Units | |||||||||||||||||||
Name | Performance Grant Date Fair Value at Target | Performance Value | Synergy Grant Date | Synergy Value | ||||||||||||||||
Jeffrey S. Sloan | $ | 1,604,219 | $ | 3,208,438 | $ | 1,100,000 | $ | 1,900,000 | ||||||||||||
David E. Mangum | $ | 525,009 | $ | 1,050,018 | $ | 900,000 | $ | 1,600,000 | ||||||||||||
Cameron M. Bready | $ | 424,442 | $ | 848,884 | $ | 750,000 | $ | 1,400,000 | ||||||||||||
Guido F. Sacchi | $ | 279,154 | $ | 558,308 | $ | 650,000 | $ | 1,200,000 | ||||||||||||
David L. Green | $ | 246,527 | $ | 493,054 | $ | 250,000 | $ | 350,000 |
(a) | The number of restricted shares and performance units granted was prorated to reflect the seven month 2016 fiscal transition period. |
Fiscal 2016 Performance Units | ||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||
Jeffrey S. Sloan | $ | 2,250,000 | $ | 4,500,000 | ||||||
David E. Mangum | $ | 775,000 | $ | 1,550,000 | ||||||
Cameron M. Bready | $ | 625,000 | $ | 1,250,000 | ||||||
Guido F. Sacchi | $ | 400,000 | $ | 800,000 | ||||||
David L. Green | $ | 375,000 | $ | 750,000 |
Fiscal 2015 | ||||||||||||||||||||
Performance Units | LPUs | |||||||||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance(a) | Grant Date Fair Value at Target | Value Assuming Highest Performance(b) | ||||||||||||||||
Jeffrey S. Sloan | $ | 2,250,000 | $ | 4,500,000 | $ | 2,484,510 | $ | 18,522,000 | ||||||||||||
David E. Mangum | $ | 775,000 | $ | 1,550,000 | $ | 1,014,141 | $ | 7,560,000 | ||||||||||||
Cameron M. Bready | $ | 625,000 | $ | 1,250,000 | $ | 816,922 | $ | 6,090,000 | ||||||||||||
Guido F. Sacchi | $ | 350,000 | $ | 700,000 | $ | 488,323 | $ | 3,640,000 | ||||||||||||
David L. Green | $ | 262,500 | $ | 525,000 | $ | 377,491 | $ | 2,814,000 |
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – 4047
Fiscal 2016 Performance Units | ||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||
Jeffrey S. Sloan | $ | 2,250,000 | $ | 4,500,000 | ||||||
David E. Mangum | $ | 775,000 | $ | 1,550,000 | ||||||
Cameron M. Bready | $ | 625,000 | $ | 1,250,000 | ||||||
Guido F. Sacchi | $ | 400,000 | $ | 800,000 | ||||||
David L. Green | $ | 375,000 | $ | 750,000 |
Fiscal 2015 | ||||||||||||||||||||
Performance Units | LPUs | |||||||||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance(a) | ||||||||||||||||
Jeffrey S. Sloan | $ | 2,250,000 | $ | 4,500,000 | $ | 2,484,510 | $ | 18,522,000 | ||||||||||||
David E. Mangum | $ | 775,000 | $ | 1,550,000 | $ | 1,014,141 | $ | 7,560,000 | ||||||||||||
Cameron M. Bready | $ | 625,000 | $ | 1,250,000 | $ | 816,922 | $ | 6,090,000 | ||||||||||||
Guido F. Sacchi | $ | 350,000 | $ | 700,000 | $ | 488,323 | $ | 3,640,000 | ||||||||||||
David L. Green | $ | 262,500 | $ | 525,000 | $ | 377,491 | $ | 2,814,000 |
Fiscal 2014 Performance Units | ||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||
Jeffrey S. Sloan | $ | 3,825,841 | $ | 7,651,682 | ||||||
David E. Mangum | $ | 1,293,079 | $ | 2,586,159 | ||||||
Cameron M. Bready | (b | ) | (b | ) | ||||||
Guido F. Sacchi | $ | 505,981 | $ | 1,011,963 | ||||||
David L. Green | (b | ) | (b | ) |
(a) |
(b) |
This column reflects the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Each option granted in 2017 had a grant date fair value of $23.68, calculated using the Black-Scholes valuation model, assuming a risk-free interest rate of 1.99%, expected volatility of 30%, dividend yield of 0.06% and an expected life of five years. Each option granted in the 2016 fiscal transition period had a grant date fair value of $21.87, calculated using the Black-Scholes valuation model, assuming a risk-free interest rate of 1.05%, expected volatility of 31.58%, dividend yield of 0.06% and an expected life of five years. Each option granted in fiscal 2016 had a grant date fair value of $15.60, calculated using the Black-Scholes valuation model, assuming a risk-free interest rate of 1.62%, expected volatility of 28.65%, dividend yield of 0.10% and an expected life of five years. Each option granted in fiscal 2015 had a grant date fair value of |
Amounts and number of shares, as applicable, for the TP 2016 were prorated based on the seven-month 2016 fiscal transition period. |
41 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
This column includes the following compensation components for |
Name | Company Contributions to 401(k) Plans | Financial Planning Services | Other Perquisites and Personal Benefits(a) | Total | Company Contributions to 401(k) Plans | Financial Planning Services | Other Perquisites and Personal Benefits(a) | Total | ||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | — | $ | 13,073 | $ | 15,076 | $ | 28,149 | $ | 10,800 | $ | 22,280 | $ | 1,312 | $ | 34,392 | |||||||||||||||||||||||||
David E. Mangum | $ | 1,600 | $ | 10,538 | $ | 16,286 | $ | 28,424 | $ | 10,800 | $ | 17,960 | $ | 1,312 | $ | 30,072 | ||||||||||||||||||||||||
Cameron M. Bready | $ | 2,446 | $ | 10,538 | $ | 16,989 | $ | 29,973 | $ | 10,800 | $ | 17,960 | $ | 568 | $ | 29,328 | ||||||||||||||||||||||||
Guido F. Sacchi | $ | 3,369 | $ | 10,538 | — | $ | 13,907 | $ | 10,800 | $ | 17,960 | $ | 568 | $ | 29,328 | |||||||||||||||||||||||||
David L. Green | — | $ | 10,538 | — | $ | 10,538 | $ | 10,800 | $ | 17,960 | — | $ | 28,760 |
(a) | These perquisites and personal benefits consist of compensation related to Company-sponsored financial planning services and attendance at Company-sponsored events. The dollar amount of perquisites and personal benefits represents the cost we incurred to provide the perquisite or benefit. Amounts include taxgross-ups for perquisites relating to attendance at Company-sponsored events by their spouses of |
48 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Grants of Plan-Based Awards in the 2016 Fiscal Transition Period2017
The following table sets forth information concerning grants of plan-based awards during the 2016 fiscal transition period2017 to our named executive officers,NEOs, all of which were made pursuant to our 2011 Incentive Plan.
Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) | Grant Date |
Estimated Future Payouts |
Estimated Future Payouts | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 7/29/16 | $ | 291,667 | $ | 583,333 | $ | 1,166,666 | 3/1/17 | $ | 800,000 | $ | 1,600,000 | $ | 3,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy cash | 6/08/16 | $ | 1,100,000 | $ | 1,900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 7/29/16 | 10,744 | 21,487 | 42,974 | $ | 1,604,219 | 3/1/17 | 18,880 | 37,760 | 75,520 | $ | 3,000,032 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy units | 6/08/16 | 15,009 | 25,924 | $ | 1,100,010 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 7/29/16 | 10,744 | $ | 802,147 | 3/1/17 | 18,880 | $ | 1,500,016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 7/29/16 | 36,676 | $ | 74.66 | $ | 802,104 | 3/1/17 | 63,345 | $ | 79.45 | $ | 1,500,010 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David E. Mangum | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 7/29/16 | $ | 175,000 | $ | 350,000 | $ | 700,000 | 3/1/17 | $ | 310,000 | $ | 620,000 | $ | 1,240,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy cash | 6/08/16 | $ | 900,000 | $ | 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 7/29/16 | 3,516 | 7,032 | 14,064 | $ | 525,009 | 3/1/17 | 5,963 | 11,926 | 23,852 | $ | 947,521 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy units | 6/08/16 | 12,280 | 21,831 | $ | 900,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 7/29/16 | 3,516 | $ | 262,505 | 3/1/17 | 5,963 | $ | 473,760 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 7/29/16 | 12,003 | $ | 74.66 | $ | 262,506 | 3/1/17 | 20,007 | $ | 79.45 | $ | 473,766 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cameron M. Bready | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 7/29/16 | $ | 144,375 | $ | 288,750 | $ | 577,750 | 3/1/17 | 254,250 | $ | 508,500 | $ | 1,017,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy cash | 6/08/16 | $ | 750,000 | $ | 1,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 7/29/16 | 2,843 | 5,685 | 11,370 | $ | 424,442 | 3/1/17 | 4,849 | 9,698 | 19,396 | $ | 770,506 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy units | 6/08/16 | 10,233 | 19,102 | $ | 749,977 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 7/29/16 | 2,843 | $ | 212,258 | 3/1/17 | 4,849 | $ | 385,253 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 7/29/16 | 9,703 | $ | 74.66 | $ | 212,205 | 3/1/17 | 16,270 | $ | 79.45 | $ | 385,274 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guido F. Sacchi | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 7/29/16 | $ | 123,375 | $ | 246,750 | $ | 493,500 | 3/1/17 | $ | 218,250 | $ | 436,500 | $ | 873,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy cash | 6/08/16 | $ | 650,000 | $ | 1,200 000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 7/29/16 | 1,870 | 3,739 | 7,478 | $ | 279,154 | 3/1/17 | 3,188 | 6,376 | 12,752 | $ | 506,573 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy units | 6/08/16 | 8,869 | 16,373 | $ | 650,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 7/29/16 | 1,870 | $ | 139,614 | 3/1/17 | 3,188 | $ | 253,287 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 7/29/16 | 6,382 | $ | 74.66 | $ | 139,574 | 3/1/17 | 10,695 | $ | 79.45 | $ | 253,258 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David L. Green | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 7/29/16 | $ | 107,844 | $ | 215,688 | $ | 431,375 | 3/1/17 | $ | 191,250 | $ | 382,500 | $ | 765,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy cash | 6/08/16 | $ | 250,000 | $ | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 7/29/16 | 1,651 | 3,302 | 6,604 | $ | 246,527 | 3/1/17 | 2,807 | 5,614 | 11,228 | $ | 446,032 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy units | 6/08/16 | 3,411 | 4,776 | $ | 249,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 7/29/16 | 1,651 | $ | 123,264 | 3/1/17 | 2,807 | $ | 223,016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 7/29/16 | 5,635 | $ | 74.66 | $ | 123,237 | 3/1/17 | 9,418 | $ | 79.45 | $ | 223,018 |
(1) | These columns reflect the threshold, target and maximum annual cash incentive opportunities under our short-term incentive |
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 42
Depending on the Compensation Committee’s certification of the achievement of the synergy goals as presented by an independent accounting firm, each of the named executive officers may earn an award up to the maximum award set forth above, subject to our Compensation Committee’s negative discretion to pay a lesser amount based upon the achievement of the synergy goals. The cash portion, to the extent earned, will be paid out in the pay period immediately following August 31, 2018.
(2) | These columns reflect the number of estimated future payouts (in shares) |
(3) | This column reflects the number of restricted shares of our common stock granted in |
(4) | This column represents the number of stock options, which will vest in equal installments on each of the first three anniversaries of the grant |
(5) | This column represents the aggregate grant date fair value of equity awards granted in |
43 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 49
Outstanding Equity Awards at December 31, 20162017
The following table provides the outstanding equity awards at December 31, 20162017 for each of our named executive officers.NEOs.
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | ||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | 6/1/10 | 50,000 | — | $ | 20.72 | 6/1/20 | — | — | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | 88,458 | 44,228 | $ | 35.78 | 8/18/24 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/30/15 | 23,734 | 47,470 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 36,676 | $ | 74.66 | 7/29/26 | |||||||||||||||||||||||||||||||||||||||||
7/26/13 | — | — | — | — | 11,288 | (3) | $ | 783,500 | — | — | |||||||||||||||||||||||||||||||||||
10/1/13 | — | — | — | — | 15,296 | (3) | $ | 1,061,695 | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | 10,482 | (4) | $ | 727,556 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 13,414 | (4) | $ | 931,066 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | 10,744 | (4) | $ | 745,741 | |||||||||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | — | — | 125,788 | (5) | $ | 8,730,945 | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | — | — | 266,850 | (6) | $ | 18,522,000 | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 80,476 | (7) | $ | 5,585,839 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 25,924 | (8) | $ | 1,799,385 | |||||||||||||||||||||||||||||||||||
7/29/16 | 42,974 | (9) | $ | 2,982,825 | |||||||||||||||||||||||||||||||||||||||||
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162,192 | 128,374 | 61,224 | $ | 4,249,558 | 542,012 | $ | 37,621,053 | ||||||||||||||||||||||||||||||||||||||
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David E. Mangum | 8/18/14 | 30,470 | 15,234 | $ | 35.78 | 8/18/24 | — | — | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | 8,176 | 16,350 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 12,003 | $ | 74.66 | 7/29/26 | |||||||||||||||||||||||||||||||||||||||||
7/26/13 | — | — | — | — | 9,832 | (3) | $ | 682,439 | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | 3,610 | (4) | $ | 250,570 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 4,620 | (4) | $ | 320,674 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 3,516 | (4) | $ | 244,046 | |||||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | — | — | 43,328 | (5) | $ | 3,007,396 | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | — | — | 108,924 | (6) | $ | 7,560,000 | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 27,720 | (7) | $ | 1,924,045 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 21,831 | (8) | $ | 1,515,290 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 14,064 | (9) | $ | 976,182 | |||||||||||||||||||||||||||||||||||
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38,646 | 43,587 | 21,578 | $ | 1,497,729 | 215,867 | $ | 14,983,328 | ||||||||||||||||||||||||||||||||||||||
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Cameron M. Bready | 8/18/14 | 24,572 | 12,286 | $ | 35.78 | 8/18/24 | — | — | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | 6,594 | 13,186 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 9,703 | $ | 74.66 | 7/29/26 | |||||||||||||||||||||||||||||||||||||||||
6/30/14 | — | — | — | — | 26,081 | (3) | $ | 1,810,282 | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | 2,912 | (4) | $ | 202,122 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 3,726 | (4) | $ | 258,622 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 2,843 | (4) | $ | 197,333 | |||||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | — | — | 34,944 | (5) | $ | 2,425,463 | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | — | — | 87,742 | (6) | $ | 6,090,000 | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 22,356 | (7) | $ | 1,551,730 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 19,102 | (8) | $ | 1,325,870 | |||||||||||||||||||||||||||||||||||
7/29/16 | 11,370 | (9) | $ | 789,192 | |||||||||||||||||||||||||||||||||||||||||
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31,166 | 35,175 | 35,562 | $ | 2,468,358 | 175,514 | $ | 12,182,427 | ||||||||||||||||||||||||||||||||||||||
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Guido F. Sacchi | 8/18/14 | 6,880 | $ | 35.78 | 8/18/24 | ||||||||||||||||||||||||||||||||||||||||
7/30/15 | — | 8,440 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 6,382 | $ | 74.66 | 7/29/16 | |||||||||||||||||||||||||||||||||||||||||
7/26/13 | — | — | — | — | 3,848 | (3) | $ | 267,090 | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | 1,630 | (4) | $ | 113,138 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 2,386 | (4) | $ | 165,612 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 1,870 | (4) | $ | 129,797 | |||||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | — | — | 19,568 | (5) | $ | 1,358,215 | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | — | — | 52,448 | (6) | $ | 3,640,000 | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 14,308 | (7) | $ | 993,118 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 16,373 | (8) | $ | 1,136,450 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 7,478 | (9) | $ | 519,048 | |||||||||||||||||||||||||||||||||||
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— | 21,702 | 9,734 | $ | 675,637 | 110,175 | $ | 7,647,247 | ||||||||||||||||||||||||||||||||||||||
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Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name
| Grant
| Number of
| Number of
| Option ($/sh)
| Option
| Number of
| Market
| Equity
| Equity Incentive
| ||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | 8/18/14 | 132,686 | — | $ | 35.78 | 8/18/24 | — | — | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | 47,470 | 23,734 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 12,225 | 24,451 | $ | 74.66 | 7/29/26 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
3/1/17 | — | 63,345 | $ | 79.45 | 3/1/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | 127,574 | (3) | $ | 12,788,018 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 6,706 | (4) | $ | 672,209 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 7,163 | (4) | $ | 718,019 | — | — | |||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | 18,880 | (4) | $ | 1,892,531 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 80,476 | (5) | $ | 8,066,914 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 25,924 | (6) | $ | 2,598,622 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 42,974 | (7) | $ | 4,307,714 | |||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | — | — | 75,520 | (8) | $ | 7,570,125 | |||||||||||||||||||||||||||||||||||
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192,381 | 111,530 | 160,323 | $ | 16,070,778 | 224,894 | $ | 22,543,375 | ||||||||||||||||||||||||||||||||||||||
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David E. Mangum | 8/18/14 | 45,704 | — | $ | 35.78 | 8/18/24 | — | — | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | 16,350 | 8,176 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 4,001 | 8,002 | $ | 74.66 | 7/29/26 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
3/1/17 | — | 20,007 | $ | 79.45 | 3/1/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
9/30/14 | 52,071 | (3) | $ | 5,219,597 | — | — | |||||||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 2,310 | (4) | $ | 231,554 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 2,344 | (4) | $ | 234,963 | — | — | |||||||||||||||||||||||||||||||||||
3/1/17 | 5,963 | (4) | $ | 597,731 | — | — | |||||||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 27,720 | (5) | $ | 2,778,653 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 21,831 | (6) | $ | 2,188,339 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 14,064 | (7) | $ | 1,409,775 | |||||||||||||||||||||||||||||||||||
3/1/17 | 23,852 | (8) | $ | 2,390,924 | |||||||||||||||||||||||||||||||||||||||||
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66,055 | 36,185 | 62,688 | $ | 6,283,845 | 87,467 | $ | 8,767,692 | ||||||||||||||||||||||||||||||||||||||
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Cameron M. Bready | 8/18/14 | 36,858 | — | $ | 35.78 | 8/18/24 | — | — | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | 13,186 | 6,594 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 3,234 | 6,469 | $ | 74.66 | 7/29/26 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
3/1/17 | — | 16,270 | $ | 79.45 | 3/1/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
6/30/14 | — | — | — | — | 13,040 | (3) | $ | 1,307,130 | — | — | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | 41,946 | (4) | $ | 4,204,667 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 1,864 | (4) | $ | 186,847 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 1,895 | (4) | $ | 189,955 | — | — | |||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | 4,849 | (4) | $ | 486,064 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 22,356 | (5) | $ | 2,240,965 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 19,102 | (6) | $ | 1,914,784 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 11,370 | (7) | $ | 1,139,729 | |||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | — | — | 19,396 | (8) | $ | 1,944,255 | |||||||||||||||||||||||||||||||||||
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53,278 | 29,333 | 63,594 | $ | 6,374,663 | 72,224 | $ | 7,239,734 | ||||||||||||||||||||||||||||||||||||||
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Guido F. Sacchi | |||||||||||||||||||||||||||||||||||||||||||||
7/30/15 | — | 4,220 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 2,127 | 4,255 | $ | 74.66 | 7/29/26 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
3/1/17 | 10,695 | $ | 79.45 | 3/1/27 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | 25,071 | (3) | $ | 2,513,117 | |||||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 1,192 | (4) | $ | 119,486 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 1,247 | (4) | $ | 124,999 | |||||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | 3,188 | (4) | $ | 319,565 | |||||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 14,308 | (5) | $ | 1,434,234 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 16,373 | (6) | $ | 1,641,230 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 7,478 | (7) | $ | 749,595 | |||||||||||||||||||||||||||||||||||
3/1/17 | 12,752 | (8) | $ | 1,278.260 | |||||||||||||||||||||||||||||||||||||||||
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2,127 | 19,170 | 30,698 | $ | 3,077,168 | 50,911 | $ | 5,103,319 | ||||||||||||||||||||||||||||||||||||||
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50 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 44
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($)(2) | ||||||||||||||||||||||||||||||||||||
David L. Green | 7/29/09 | 2,198 | — | $ | 21.09 | 7/29/19 | — | — | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | 10,322 | 5,160 | $ | 35.78 | 8/18/24 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/30/15 | 3,956 | 7,912 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 5,635 | $ | 74.66 | 7/29/26 | |||||||||||||||||||||||||||||||||||||||||
7/26/13 | — | — | — | — | 758 | (3) | $ | 52,613 | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | 1,224 | (4) | $ | 84,958 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 2,236 | (4) | $ | 155,201 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 1,651 | (4) | $ | 114,596 | |||||||||||||||||||||||||||||||||||||
8/18/14 | — | — | — | — | — | — | 14,676 | (5) | $ | 1,018,661 | |||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | — | — | 40,544 | (6) | $ | 2,814,000 | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 13,416 | (7) | $ | 931,205 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 4,776 | (8) | $ | 331,502 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 6,604 | (9) | $ | 458,384 | |||||||||||||||||||||||||||||||||||
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16,476 | 18,707 | 5,869 | $ | 407,368 | 80,016 | $ | 5,553,911 | ||||||||||||||||||||||||||||||||||||||
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Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name
| Grant
| Number of
| Number of
| Option ($/sh)
| Option
| Number of
| Market
| Equity
| Equity Incentive
| ||||||||||||||||||||||||||||||||||||
David L. Green | 7/29/09 | 2,198 | — | $ | 21.09 | 7/29/19 | — | — | — | — | |||||||||||||||||||||||||||||||||||
8/18/14 | 15,482 | — | $ | 35.78 | 8/18/24 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/30/15 | 7,912 | 3,956 | $ | 55.92 | 7/30/25 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
7/29/16 | 1,878 | 3,757 | $ | 74.66 | 7/29/26 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
3/1/17 | — | 9,418 | $ | 79.45 | 3/1/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
9/30/14 | — | — | — | — | 19,382 | (3) | $ | 1,942,852 | — | — | |||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | 1,118 | (4) | $ | 112,068 | — | — | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | 1,101 | (4) | $ | 110,364 | — | — | |||||||||||||||||||||||||||||||||||
3/1/17 | 2,807 | (4) | $ | 281,374 | — | — | |||||||||||||||||||||||||||||||||||||||
7/30/15 | — | — | — | — | — | — | 13,416 | (5) | $ | 1,344,820 | |||||||||||||||||||||||||||||||||||
6/8/16 | — | — | — | — | — | — | 4,776 | (6) | $ | 478,746 | |||||||||||||||||||||||||||||||||||
7/29/16 | — | — | — | — | — | — | 6,604 | (7) | $ | 661,985 | |||||||||||||||||||||||||||||||||||
3/1/17 | — | — | — | — | — | — | 11,228 | (8) | $ | 1,125,495 | |||||||||||||||||||||||||||||||||||
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27,470 | 17,131 | 24,408 | $ | 2,446,658 | 36,024 | $ | 3,611,046 | ||||||||||||||||||||||||||||||||||||||
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(1) | All stock options were granted pursuant to our 2011 Incentive Plan. All stock options granted prior to May 31, 2014 |
(2) | Market value is calculated based on the closing price of our common stock on December |
(3) | Represents shares of restricted common stock |
(4) | Represents shares of restricted stock that vest in equal installments on each of the first three anniversaries of the grant date. |
(5) |
Represents performance units granted during fiscal 2016. These performance units are earned based on the growth of our annual adjusted EPS over each year (calculated separately) in the three-year performance period ending May 31, 2018. The final percentage of performance units earned will be calculated as the average of each of the three annual payout percentages (as percentages of target). The earned units will |
45 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
convert into unrestricted shares |
Represents synergy units granted on June 8, 2016 as anon-recurring, supplemental award. Because the Compensation Committee certified the achievement of the synergy goals at the maximum level, as verified by an independent accounting firm, each of the NEOs earned the maximum award. Half of the earned synergy units converted into unrestricted shares of common stock on February 26, 2018, and the remaining half will convert to unrestricted shares on February 26, 2019. |
(7) | Represents performance units granted during the 2016 fiscal transition period. These performance units are earned based on the growth of our annual adjusted EPS over each year (calculated separately) in the three year performance period ending May 31, 2019. The final percentage of performance units earned will be calculated as the average of each of the three annual payout percentages (as percentages of target). The earned units will convert into unrestricted shares |
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 51
performance results described above. In accordance with SEC rules and based on actual performance for 2017, the number of performance units reflected in the table is based on assumed achievement at the maximum performance level. |
(8) | Represents performance units granted during 2017. These performance units are earned based on the growth of our annual adjusted EPS over each year (calculated separately) in the three-year performance period ending December 31, 2019. The final percentage of performance units earned will be calculated as the average of each of the three annual payout percentages (as percentages of target). The earned units will convert into unrestricted shares following the third anniversary of the performance unit grant date, or March 1, 2020, provided that the Compensation Committee has previously certified the performance results described above. In accordance with SEC rules and based on actual performance |
Stock Options Exercised and Stock Vested in the 2016 Fiscal Transition Periodduring 2017
The following table provides information on options exercised and stock awards that vested in the 2016 fiscal transition period.2017. The shares shown as acquired on exercise or on vesting represent shares of our common stock.
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
Option Awards | Stock Awards | Number of Shares Acquired on Exercise (#)
| Value Realized on
| Number of
| Value Realized on
| ||||||||||||||||||||||||||||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on | Number of Shares Acquired on Vesting (#) | Value Realized on | ||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | — | — | 172,970 | $ | 13,539,577 |
| 50,000
|
| $
| 3,387,735
|
|
| 236,931
|
| $
| 22,452,557
|
| ||||||||||||||||||||||||||||
David E. Mangum | 95,272 | 5,215,168 | 68,284 | $ | 5,343,588 |
| —
|
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| —
|
|
| 86,288
|
| $
| 8,187,040
|
| ||||||||||||||||||||||||||||
Cameron M. Bready | — | — | 17,818 | $ | 1,286,058 |
| —
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| —
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| 74,679
|
| $
| 7,022,729
|
| ||||||||||||||||||||||||||||
Guido F. Sacchi | 11,102 | $ | 337,153 | 28,406 | $ | 2,216,741 |
| 11,100
|
| $
| 581,162
|
|
| 39,399
|
| $
| 3,739,341
|
| |||||||||||||||||||||||||||
David L. Green | 5,702 | $ | 321,340 | 4,472 | $ | 336,733 |
| —
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| —
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| 28,017
|
| $
| 2,658,673
|
|
(1) | Represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options. |
(2) | Includes shares acquired on the vesting of (i) restricted stock awards, (ii) performance units granted in fiscal 2015; and (iii) LPUs. |
(3) | Represents the fair market value of the shares on the vesting date. |
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 46
Non-Qualified Deferred Compensation Plan
Our named executive officersNEOs are eligible to participate in ourNon-Qualified Deferred Compensation Plan, or the deferred compensation plan. Mr. Sloan is our only named executive officerNEO who participates.participates, but did not make any contributions during 2017.
The following table provides information on deferred compensation under the deferred compensation plan for each named executive officerNEO during the 2016 fiscal transition period.2017. There were no contributions, withdrawals or distributions during the 2016 fiscal transition period.2017. Aggregate earnings are not includable in the summary compensation table above because they were not above-market or preferential earnings. The aggregate balance includes amounts previously reported in the summary compensation table above in the previous years when earned if the executive’s compensation was required to be disclosed in a previous year.
Name | Aggregate Earnings in TP 2016 | Aggregate Balance at December 31, 2016 | Aggregate
| Aggregate
| ||||||||||||||||
Jeffrey S. Sloan | $ | 2,314 | $ | 93,203 | $
| 22,015
|
| $
| 115,218
|
| ||||||||||
David E. Mangum | — | — |
| —
|
|
| —
|
| ||||||||||||
Cameron M. Bready | — | — |
| —
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| —
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| ||||||||||||
Guido F. Sacchi | — | — |
| —
|
|
| —
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| ||||||||||||
David L. Green | — | — |
| —
|
|
| —
|
|
52 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
Pursuant to the deferred compensation plan, participants are permitted to elect to defer up to 100% of their base salary and other forms of cash compensation (such as cash incentive bonus). Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not make contributions to the deferred compensation plan and do not guarantee any return on participant account balances. Participants may allocate their plan accounts intosub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his designated beneficiary will receive the undistributed portion of his or her account balances in alump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).
Pension Benefits for the 2016 Fiscal Transition Period2017
We maintain a noncontributory defined benefit pension plan covering our U.S. employees who have met the eligibility provisions. The retirement plan was closed to new participants beginning June 1, 1998, and none of our named executive officersNEOs were hired before that date.
Potential Payments Uponupon Termination, Retirement or Change in Control
This section describes the post-employment benefits that each of our named executive officersNEOs would be entitled to receive in connection with various termination of employment andchange-in-control scenarios.
47 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
Employment Agreements with Our Named Executive Officers
Each of our named executive officersNEOs is a party to an employment agreement with our Company. These agreements are for an initial term of three years and are automatically extended for one additional year on their second year anniversary and each yearanniversary thereafter unless either party provides notice ofnon-renewal before such anniversary date. The expiration dates for the initial employment periods are set forth below:
Name | Expiration of Initial | ||||
Jeffrey S. Sloan | May 31, 2013 | ||||
David E. Mangum | May 31, 2013 | ||||
Cameron M. Bready | June 29, 2017 | ||||
Guido F. Sacchi | November 30, 2016 | ||||
David L. Green | November 30, 2016 |
Each of these agreements prohibits the executive from disclosing our confidential information, soliciting our customers or recruiting our employees for a period of 24 months following the termination of employment. In addition, if the executive’s employment is terminated by the Company or the executive, the executive has agreed not to compete with us generally for a period of 24 months. Thenon-compete does not apply if the executive’s employment is terminated as a result of our Company’s decision not to extend the employment agreement.
These employment agreements may be terminated by us at any time for “cause” (as defined below) or for no reason or by the executive with or without “good reason” (as defined below). The employment agreements will also terminate upon the executive’s death, disability or retirement. Depending on the reason for the termination and when it occurs, the executive will be entitled to certain severance benefits, as described below, which may be delayed for such time as may be necessary to avoid a violation of Section 409A of the Code. “Cause,” as defined in the employment agreement, generally means (i) the failure by the executive to perform substantially his or her responsibilities after a cure period of ten business days, (ii) fraud, misappropriation, embezzlement or
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 53
similar dishonest or wrongful act, (iii) substance abuse which materially interferes with the executive’s ability to perform, (iv) employment discrimination, harassment, conflicts of interest, retaliation, competition with our Company, solicitation of our customers or employees on behalf of anyone other than us, improper use or disclosure of confidential or proprietary information, or (v) conviction for, or plea of guilty ornolo contendere to, a felony or a crime involving dishonesty or other moral turpitude. “Good reason,” as defined in the employment agreement, generally means (a) an assignment of the executive to a materially different position, (b) a change in the person to whom the executive reports, (c) a reduction of the executive’s base salary, bonus opportunity (to a target below the minimum specified in the agreement), or in welfare benefits, (d) a failure of our Company to require asuccessor-in-interest to agree to perform our obligations under the employment agreement, (e) a requirement that the executive be based in any location other than that which is initially specified in the agreement.
Termination Without Cause or Resignation for Good Reason When Not Related to a Change in Control. If, prior to a change in control or on or after the second anniversary of a change in control, the executive’s employment is terminated by us without cause or the executive resigns for good reason, the executive will be entitled to the following benefits:
GLOBAL PAYMENTS INC. |2017 Proxy Statement– 48
Termination Without Cause or Resignation for Good Reason When Related to a Change in Control. If, within 24 months after a change in control, the executive’s employment is terminated by us without cause or the executive resigns for good reason, the executive will be entitled to the following benefits:
54 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
49 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
The executive also will be eligible for comparable benefits if his or her employment is terminated without cause or if he or she resigns for good reason in anticipation of achange-in-control transaction. The agreements specify that a termination or resignation is in anticipation of achange-in-control transaction if it occurs after a public announcement of a transaction which would lead to a change in control and the transaction closes no later than nine months after termination of the executive’s employment.
Death or Disability. Whether or not a change in control shall have occurred, if the executive’s employment is terminated by reason of death or disability, the executive will be entitled to receive accrued salary and benefits through the date of termination and any other benefits that may apply, and all of the executive’s restricted stock awards, including unvested restricted stock granted in settlement oftwo-thirds of the earned LPUs, and stock options will vest. The executive’s performance-based restricted stock units (including synergy units but excluding LPUs) will convert into fully-vested shares of our common stock based upon assumed performance at the target level. The number of earned LPUs will be determined based on actual performance as of the date of termination, prorated based on the number of days in the three-year performance period preceding the termination date, and converted into unrestricted and restricted shares following our Compensation Committee’s certification of performance results as described above.
Retirement.Retirement.Whether or not a change in control occurs, if the executive’s employment is terminated by reason of his or her retirement, the executive will be entitled to receive accrued salary and benefits through the date of termination and any other benefits that may apply, and all of the executive’s restricted stock awards, including unvested restricted stock granted in settlement oftwo-thirds of the earned LPUs, and stock options will vest. The executive’s performance-based restricted stock units (including synergy units but other than LPUs) will convert into fully-vested shares of our common stock based on actual performance as certified by the Compensation Committee at the end of the performance cycle. Any outstanding LPUs will be treated in the same manner as a termination without cause or resignation for good reason, as described above.
Termination for Cause or Resignation Without Good Reason. If we terminate the executive for cause, or if the executive resigns without good reason, the executive will be entitled to receive accrued salary and benefits through the date of termination, but no additional severance amount will be payable under the terms of the employment agreement.
Change in Control Without Termination of EmploymentEmployment.. Our compensation arrangements with our executives are “double trigger,” meaning that in order for the vesting of any of an executive’s awards to accelerate upon a change in control, there must be achange-in-control transaction as well as a termination of employment without cause or resignation for good reason within 24 months after the change in control. As a result, if there is no such termination or resignation, then the vesting of the executive’s awards will not be accelerated in connection with the change in control.
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – 5055
Potential Payments Table
The following table sets forth quantitatively the potential post-employment payments that are described above for each of our named executive officers.NEOs. The potential payments to our named executive officersNEOs are hypothetical situations only and assume that termination of employment and/orchange-in-control occurred on December 31, 2016.2017. The amounts shown in the table do not include payments and benefits to the extent they are provided on anon-discriminatory basis to salaried employees generally upon termination of employment, such as accrued salary and distributions of plan balances under ourtax-qualified 401(k) plan. The value of the acceleration of vesting of stock options, restricted stock and performance-based restricted stock units are calculated based on the $69.41$100.24 closing price on December 30, 2016.29, 2017. The value of health care continuation is based on COBRA 20162017 rates.
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 | ||||||||||||||||||||
Jeffrey S. Sloan | |||||||||||||||||||||||||
Base salary severance | $ | 1,500,000 | $ | 2,000,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 1,057,778 | 1,600,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 3,200,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration | 4,249,558 | 4,249,558 | 4,249,558 | 4,249,558 | — | ||||||||||||||||||||
Stock option acceleration(2) | 2,127,979 | 2,127,979 | 2,127,979 | 2,127,979 | — | ||||||||||||||||||||
Performance-based RSUs | 23,470,644 | (3) | 28,971,303 | (4) | 23,612,727 | (5) | 33,020,142 | (6) | — | ||||||||||||||||
COBRA | 26,054 | 39,081 | — | — | — | ||||||||||||||||||||
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|
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|
| ||||||||||||||||
Total | $ | 32,432,013 | $ | 42,187,921 | $ | 29,990,264 | $ | 39,397,679 | $ | — | |||||||||||||||
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| ||||||||||||||||
David E. Mangum | |||||||||||||||||||||||||
Base salary severance | $ | 900,000 | $ | 1,200,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 396,667 | 600,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 1,200,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration | 1,497,729 | 1,497,729 | 1,497,729 | 1,497,729 | — | ||||||||||||||||||||
Stock option acceleration(2) | 732,957 | 732,957 | 732,957 | 732,957 | — | ||||||||||||||||||||
Performance-based RSUs | 9,393,915 | (3) | 12,029,559 | (4) | 9,488,625 | (5) | 13,105,372 | (6) | — | ||||||||||||||||
COBRA | 26,054 | 39,081 | — | — | — | ||||||||||||||||||||
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| ||||||||||||||||
Total | $ | 12,947,321 | $ | 17,299,325 | $ | 11,719,311 | $ | 15,336,058 | $ | — | |||||||||||||||
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Cameron M. Bready | |||||||||||||||||||||||||
Base salary severance | $ | 825,000 | $ | 1,100,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 327,250 | 495,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 990,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration | 2,468,358 | 2,468,358 | 2,468,358 | 2,468,358 | — | ||||||||||||||||||||
Stock option acceleration(2) | 591,119 | 591,119 | 591,119 | 591,119 | — | ||||||||||||||||||||
Performance-based RSUs | 7,623,509 | (3) | 9,799,244 | (4) | 7,670,916 | (5) | 10,669,636 | (6) | — | ||||||||||||||||
COBRA | 22,974 | 34,461 | — | — | — | ||||||||||||||||||||
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| ||||||||||||||||
Total | $ | 11,858,210 | $ | 15,478,182 | $ | 10,730,393 | $ | 13,729,113 | $ | — | |||||||||||||||
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Guido F. Sacchi | |||||||||||||||||||||||||
Base salary severance | $ | 705,000 | $ | 940,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 279,650 | 423,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 846,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration | 675,637 | 675,637 | 675,637 | 675,637 | — | ||||||||||||||||||||
Stock option acceleration(2) | 345,264 | 345,264 | 345,264 | 345,264 | — | ||||||||||||||||||||
Performance-based RSUs | 4,739,558 | (3) | 6,212,109 | (4) | 4,786,930 | (5) | 6,742,973 | (6) | — | ||||||||||||||||
COBRA | 26,054 | 39,081 | — | — | — | ||||||||||||||||||||
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| ||||||||||||||||
Total | $ | 6,771,163 | $ | 9,481,091 | $ | 5,807,831 | $ | 7,763,875 | $ | — | |||||||||||||||
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David L. Green | |||||||||||||||||||||||||
Base salary severance | $ | 652,500 | $ | 870,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 244,446 | 369,750 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 739,500 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration | 407,367 | 407,367 | 407,367 | 407,367 | — | ||||||||||||||||||||
Stock option acceleration(2) | 280,289 | 280,289 | 280,289 | 280,289 | — | ||||||||||||||||||||
Performance-based RSUs | 3,485,007 | (3) | 4,349,834 | (4) | 3,556,083 | (5) | 4,854,882 | (6) | — | ||||||||||||||||
COBRA | 26,054 | 39,081 | — | — | — | ||||||||||||||||||||
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| ||||||||||||||||
Total | $ | 5,095,663 | $ | 7,055,822 | $ | 4,243,739 | $ | 5,542,539 | $ | — | |||||||||||||||
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Name and Form of Payment
| Termination
| Termination
| Death or Disability
| Retirement
| Termination
| ||||||||||||||||||||
Jeffrey S. Sloan | |||||||||||||||||||||||||
Base salary severance | $ | 1,500,000 | $ | 2,000,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 2,101,333 | 1,600,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 3,200,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration(2) | 16,070 ,778 | 16,070,777 | 16,070,777 | 16,070,778 | — | ||||||||||||||||||||
Stock option acceleration(3) | 2,555,301 | 2,994,290 | 2,994,290 | 2,994,281 | — | ||||||||||||||||||||
Performance-based RSUs | 11,271,687 | (4) | 12,570,998 | (5) | 11,476,879 | (6) | 22,543,375 | (7) | — | ||||||||||||||||
COBRA | 19,194 | 28,791 | — | — | — | ||||||||||||||||||||
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| ||||||||||||||||
Total | $ | 33,518,301 | $ | 38,464,857 | $ | 30,541,946 | $ | 41,608,434 | $ | — | |||||||||||||||
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David E. Mangum | |||||||||||||||||||||||||
Base salary severance | $ | 930,000 | $ | 1,240,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 814,267 | 620,000 | — | — | — | ||||||||||||||||||||
Other cash severance | — | 1,240,000 | — | — | — | ||||||||||||||||||||
Restricted stock acceleration(2) | 6,283,845 | 6,283,845 | 6,283,845 | 6,283,845 | — | ||||||||||||||||||||
Stock option acceleration(3) | 844,349 | 982,997 | 982,997 | 982,997 | — | ||||||||||||||||||||
Performance-based RSUs | 4,383,846 | (4) | 5,478,016 | (5) | 4,520,624 | (6) | 8,767,692 | (7) | — | ||||||||||||||||
COBRA | 19,194 | 28,791 | — | — | — | ||||||||||||||||||||
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|
|
|
|
|
|
| ||||||||||||||||
Total | $ | 13,275,500 | $ | 15,873,649 | $ | 11,787,466 | $ | 16,034,534 | $ | — | |||||||||||||||
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| ||||||||||||||||
Cameron M. Bready | |||||||||||||||||||||||||
Base salary severance | $ | 847,500 | $ | 1,130,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 667,830 | 508,500 | — | — | — | ||||||||||||||||||||
Other cash severance | 1,017,000 | ||||||||||||||||||||||||
Restricted stock acceleration(2) | 6,374,663 | 6,374,663 | 6,374,663 | 6,374,663 | — | ||||||||||||||||||||
Stock option acceleration(3) | 683,232 | 795,976 | 795,976 | 795,976 | — | ||||||||||||||||||||
Performance-based RSUs | 3,619,867 | (4) | 4,577,259 | (5) | 3,688,231 | (6) | 7,239,734 | (7) | — | ||||||||||||||||
COBRA | 19,194 | 28,791 | — | — | — | ||||||||||||||||||||
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|
|
|
|
|
|
|
|
| ||||||||||||||||
Total | $ | 12,212,286 | $ | 14,432,189 | $ | 10,858,870 | $ | 14,410,373 | $ | — | |||||||||||||||
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| ||||||||||||||||
Guido F. Sacchi | |||||||||||||||||||||||||
Base salary severance | $ | 727,500 | $ | 970,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 573,270 | 436,500 | — | — | — | ||||||||||||||||||||
Other cash severance | 873,000 | ||||||||||||||||||||||||
Restricted stock acceleration(2) | 3,077,168 | 3,077,168 | 3,077,168 | 3,077,168 | — | ||||||||||||||||||||
Stock option acceleration(3) | 441,106 | 518,222 | 518,222 | 518,222 | — | ||||||||||||||||||||
Performance-based RSUs | 2,551,659 | (4) | 3,372,274 | (5) | 2,620,073 | (6) | 5,103,319 | (7) | — | ||||||||||||||||
COBRA | 19,194 | 28,791 | — | — | — | ||||||||||||||||||||
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|
|
|
|
|
|
|
| ||||||||||||||||
Total | $ | 7,392,897 | $ | 9,275,955 | $ | 6,215,463 | $ | 8,698,709 | $ | — | |||||||||||||||
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| ||||||||||||||||
David L. Green | |||||||||||||||||||||||||
Base salary severance | $ | 675,000 | $ | 900,000 | $ | — | $ | — | $ | — | |||||||||||||||
Annual cash incentive bonus | 502,350 | 382,500 | — | — | — | ||||||||||||||||||||
Other cash severance | 765,000 | ||||||||||||||||||||||||
Restricted stock acceleration(2) | 2,446,658 | 2,446,658 | 2,446,658 | 2,466,658 | — | ||||||||||||||||||||
Stock option acceleration(3) | 401,967 | 467,234 | 467,234 | 467,234 | — | ||||||||||||||||||||
Performance-based RSUs | 1,805,523 | (4) | 2,044,896 | (5) | 1,908,069 | (6) | 3,611,046 | (7) | — | ||||||||||||||||
COBRA | 19,194 | 28,791 | — | — | — | ||||||||||||||||||||
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|
|
|
|
|
|
| ||||||||||||||||
Total | $ | 5,850,699 | $ | 7,035,079 | $ | 4,822,961 | $ | 6,524,938 | $ | — | |||||||||||||||
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51 – GLOBAL PAYMENTS INC. |2017 Proxy Statement
(1) | Assumes a change in control occurred on December 31, |
(2) | Includes unvested restricted stock granted in settlement oftwo-thirds of the LPUs earned in October 2017. |
56 – GLOBAL PAYMENTS INC. |2018 Proxy Statement
(3) | For the purpose of this calculation, outstanding unvested options having an exercise price greater than the closing price of our common stock on such date have a value of $0. |
Amount reflects 50% of the number of shares that would be issued at the maximum payout levels (200% of target) for the performance units granted in 2017, the performance and synergy units granted in the 2016 fiscal transition period, and the performance units granted in fiscal |
Amount reflects the number of shares that would be issued at (i) the target payout levels for the performance units granted in 2017, the 2016 fiscal transition period and in fiscal 2016 |
Amount reflects the number of shares that would be issued at the target payout levels for the performance units granted in 2017, the 2016 fiscal transition period and in fiscal 2016, |
Amount reflects the number of shares that would be issued at the maximum payout levels (200% of target) for the performance units and synergy units granted in the 2016 fiscal transition period and the performance units granted in |
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – 5257
Proposal Three: Advisory Vote on Frequency of the Vote on Executive CompensationCEO Pay Ratio
As described in Proposal No. 2 above,required by Section 953(b) of the Company’s shareholdersDodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are being providedproviding the opportunity to cast an advisory vote onfollowing information about the Company’s executive compensation program. The advisory vote on executive compensation described in Proposal No. 2 above is referred to as a “say-on-pay vote.”
The Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote onrelationship of the median of the annual total compensation of our named executive officers. This Proposal No. 3 affords shareholdersemployees (excluding the opportunityChief Executive Officer) and the annual total compensation of Jeffrey S. Sloan, our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K. Given the different methodologies that various public companies will use to castdetermine an advisory vote on how oftenestimate of their pay ratio, the Companyestimated ratio reported below should includenot be used as a say-on-pay vote in its proxy materialsbasis for futurecomparison between companies.
For 2017, our last completed fiscal year:
After careful consideration, the board of directors has determined that an advisory vote on the executive compensation that occurs every year is the most appropriate policy for the Company at this time, and therefore our board of directors recommends that you vote for an annual advisory vote on executive compensation. This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the board of directors.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the following resolution:
“RESOLVED,that the shareholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executivetotal compensation of the Company’s named executive officersmedian employee was $57,725; and
Based on this information, for 2017 year, every two years, or every three years.”the ratio of the annual total compensation of the median employee to the annual total compensation of Mr. Sloan, our Chief Executive Officer, was 1 to 159.
AssumingTo determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows:
Country | # of Employees | Country | # of Employees | Country | # of Employees | ||||||||||||||
China | 36 | Malaysia | 42 | Singapore | 19 | ||||||||||||||
Hungary | 7 | Malta | 13 | Slovakia | 18 | ||||||||||||||
India | 114 | New Zealand | 11 | Sri Lanka | 36 | ||||||||||||||
Macao | 6 | Romania | 12 | Taiwan | 50 |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION EVERY YEAR (“1 YEAR”), AS OPPOSED TO EVERY TWO YEARS OR EVERY THREE YEARS.
5358 – GLOBAL PAYMENTS INC. | 20172018 Proxy Statement
GLOBAL PAYMENTS INC. |2018 Proxy Statement– 59
Proposal Four:Three: Ratification of Reappointment of Auditors
We are asking you to ratify the appointment of Deloitte for the year ending December 31, 2017. If2018. Ratification of the appointmentselection of Deloitte as the Company’s independent registered public accounting firm is not ratifiedrequired by SEC or NYSE rules, Georgia law, the shareholders,Company’s articles of incorporation or the Company’s bylaws. However, the board of directors is submitting the selection of Deloitte to shareholders for ratification as a matter of good corporate practice. If a majority of shareholders fail to ratify the selection, the Audit Committee will consider the selection of other independent public accountants for the year ending December 31, 2017.2018.
Our Board of Directors recommends that you vote FOR the following resolution:
RESOLVED, that the appointment by the Audit Committee of the Company’s Boardboard of Directorsdirectors of Deloitte as independent registered public accounting firm for the Company, to audit the financial statements of the Company and its subsidiaries for 2017,the year ending December 31, 2018, is ratified and approved.
The Audit Committee recommends, and the board of directors selects, our independent public accountants. Our Audit Committee has determined that it is in the best interest of our Company and its stockholders to continue to retain Deloitte, who served during the 2016 fiscal transition period,2017, to serve as our independent auditors for the year ending December 31, 2017,2018, and the board has approved the selection. Unless a shareholder directs otherwise, proxies will be voted for the approval of the ratification of Deloitte as independent public accountants for the year ending December 31, 2017. A representative of Deloitte is expected to be present at the annual meeting. The representative will be given the opportunity to make a statement, if he or she desires to do so, and will be available to respond to appropriate questions from shareholders.
In accordance with applicable SEC rules, the Audit Committee issued the following report on February 23, 2017.21, 2018. The Audit Committee consisted of the following members as of such date: Michael W. TrappWilliam B. Plummer (Chair), John M. Partridge and Alan M. Silberstein, each of whom is independent under the listing standards of the NYSE and the applicable rules and regulations promulgated by the SEC. The duties and responsibilities of the Audit Committee are set forth in a written Audit Committee charter which is available on the Investor Relations section of our website atwww.globalpaymentsinc.com. The Audit Committee reviews the charter annually and recommends any changes to the board for approval.
The primary responsibility of the Audit Committee is to oversee our financial reporting process on behalf of the board and to report the results of the Audit Committee’s activities to the board. Management has the primary responsibility for the financial statements and reporting process, including the systems of internal control, and the independent registered public accounting firm (Deloitte) is responsible for auditing those financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or the PCAOB, and issuing a report thereon.
The Audit Committee is directly responsible for the compensation, retention and oversight of the Company’s independent auditors and meets with the Company’s internal auditors and independent auditors, with and without management present (in person or by telephone), to discuss the scope, plan, status and results of their respective audits. In addition, the Audit Committee meets with management and the independent auditors to review the Company’s financial results and earnings press releases related thereto prior to their issuance.
Deloitte has served as the Company’s independent registered public accounting firm since 2002. Before retaining Deloitte for the 2017 calendar year ending December 31, 2018, the Audit Committee evaluated Deloitte’s performance with respect to its services to the Company provided during the 2016 fiscal transition period.2017. In conducting this evaluation, the Audit Committee reviewed and discussed with management matters related to Deloitte’s independence, technical expertise and industry knowledge. The Audit Committee also reviewed Deloitte’s communications with the Audit Committee during the 2016 fiscal transition period2017 and considered Deloitte’s tenure. In addition, in order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent public accounting firm. The Audit Committee ensures that the mandated rotation of Deloitte’s personnel occurs routinely and is directly involved in the selection of Deloitte’s lead engagement partner.
60 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 54
In keeping with its responsibilities and the performance of its oversight function, the members of the Audit Committee as of February 23, 201721, 2018 have reviewed and discussed with management and Deloitte our audited financial statements as of December 31, 20162017 and for the seventwelve months then ended. The Audit Committee has discussed with Deloitte the matters required to be discussed by PCAOB Auditing Standard No. 1301 (Communication with Audit Committees). The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence. In addition, the Audit Committee has considered the compatibility ofnon-audit services with Deloitte’s independence. Based on the reviews and discussions referred to above, the members of the Audit Committee as of February 23, 201721, 2018 recommended to the Board that the audited financial statements referred to above be included in our TransitionAnnual Report on Form10-K for the 2016 fiscal transition period2017 filed with the SEC.
AUDIT COMMITTEE
Michael W. Trapp, ChairWilliam B. Plummer (Chair)
John M. Partridge
Alan M. Silberstein
The following table presents the aggregate fees for professional services rendered by Deloitte during 2017, the 2016 fiscal transition period and the fiscal 2016 and 2015:year ended May 31, 2016:
TP2016 | 2016 | 2015 | 2017 | TP2016 | 2016 | |||||||||||||||||||||||||
Audit fees | $ | 4,777,717 | $ | 4,464,413 | $ | 3,333,650 | $ | 5,640,700 | $ | 4,777,717 | $ | 4,464,413 | ||||||||||||||||||
Audit-related fees | 199,500 | 355,200 | — | 197,876 | 199,500 | 355,200 | ||||||||||||||||||||||||
Tax fees | 1,499,909 | 386,400 | 141,150 | 809,495 | 1,499,909 | 386,400 | ||||||||||||||||||||||||
Other fees | — | — | — | — | — | — | ||||||||||||||||||||||||
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|
|
|
|
| |||||||||||||||||||||||||
Total | $ | 6,477,126 | $ | 5,206,013 | $ | 3,474,800 | $ | 6,648,071 | $ | 6,477,126 | $ | 5,206,013 | ||||||||||||||||||
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Audit fees.Audit fees represent fees for the audit of our annual financial statements, the reviews of the financial statements included in our Quarterly Reports on Form10-Q and the services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
Audit-related fees. Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included under “Audit fees” disclosed above. For the 2016 fiscal transitionEach period theincludes fees were for reports on Service Organization Controls in accordance with the Statement on Standards for Attestation Engagements No. 16, or the SSAE 16 report.Controls. In fiscal 2016, the fees were for services providedalso include consultations and procedures in connection with our merger with Heartland and for an SSAE 16 report. Specifically, the services in connection with the merger included consultations and procedures associated with (i) the inclusion of unaudited pro forma condensed combined financial information in our Registration Statement on FormS-4 filed in connection with the merger, or the Registration Statement,S-4, and (ii) our update of certain information from our Annual Report on Form10-K for the year ended May 31, 2015, or the Fiscal 2015 Annual Report, to reflect the retrospective effects of certain items occurring subsequent to the filing of our Fiscal 2015 Annual Report, which update was required in order to satisfy the disclosure requirements with respect to our Registration Statement.theS-4.
Tax fees. Tax fees represent fees for tax compliance, tax consulting and advisory services. In 2017, $136,855 of the fees were for tax return preparation and compliance, and $672,640 were for tax consulting and advisory services. In the 2016 fiscal transition period, $70,000 of the fees were for tax return preparation and compliance and $1,429,909 were for tax consulting and advisory services. In fiscal 2016, $60,800 of the fees were for tax return preparation and compliance, and $325,600 were for tax consulting and advisory services. In fiscal 2015, $60,800 of the fees were for tax return preparation and compliance, and $80,350 were for tax consulting and advisory services.
All other feesfees.. There were no other fees for the periods presented.
55 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 61
Audit CommitteePre-Approval Policies
The Audit Committee must approve any audit services and any permissiblenon-audit services provided by Deloitte prior to the commencement of the services, and is responsible for the audit fee negotiations associated with the engagement. In making itspre-approval determination, the Audit Committee considers whether providing thenon-audit services is compatible with maintaining the auditor’s independence. To minimize relationships which could appear to impair the objectivity of the independent registered public accounting firm, it is generally the Audit Committee’s practice to restrict thenon-audit services that may be provided to us by our independent auditor to audit-related services, tax services and merger and acquisition due diligence and integration services, but other permissiblenon-audit services are approved on acase-by-case basis.
The Audit Committee has delegated to the Chair of the Audit Committee the authority to approvenon-audit services by the independent registered public accounting firm within the guidelines set forth above, provided that the fees associated with the applicable engagement are not anticipated to exceed $100,000. Any decision by the Chair to pre-approve non-auditpre-approvenon-audit services must be presented to the full Audit Committee for ratification at its next scheduled meeting. All of the services described above were approved by the Audit Committee in accordance with the foregoing policy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
REAPPOINTMENT OF DELOITTE AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS.
ACCOUNTING FIRM.
62 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 56
Relationships and Related Party Transactions
We review all known relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether they qualify for disclosure as a transaction with related persons under Item 404(a) of RegulationS-K of the Exchange Act. We screen for these relationships and transactions through the annual circulation of a Directors and Officers Questionnaire, or a D&O Questionnaire, to each member of the board of directors and each of our officers who is a reporting person under Section 16 of the Exchange Act. The D&O Questionnaire contains questions intended to identify related persons and transactions between us and related persons. Our Employee Code of Conduct and Ethics requires employees to report to the General Counsel or Chief Executive Officer any transaction involving themselves or their immediate family members and our Company that may create a conflict of interest with us, and further requires the Chief Executive Officer to approve in writing any such transaction with a related person. Any related-party transaction that would require disclosure pursuant to Item 404 of RegulationS-K must be approved or ratified by the Audit Committee. There were no transactions with related persons required to be disclosed pursuant to Item 404 of RegulationS-K since JuneJanuary 1, 2016.2017.
Transition2017 Annual Report on Form10-K for the 2016 Fiscal Transition Period
A copy of our TransitionAnnual Report on Form10-K, including the financial statements and financial statement schedules (but without exhibits) for the 2016 fiscal transition period,2017, will be provided, free of charge, upon written request of any shareholder addressed to Global Payments Inc., 10 Glenlake Parkway, North Tower,3550 Lenox Road, Suite 3000 Atlanta, Georgia 30328-3473,30326, Attention: Investor Relations. Additionally, our TransitionAnnual Report on Form10-K is available on the SEC’s web site atwww.sec.gov.
Shareholders Sharing the Same Address
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering to that address a single proxy statement to those shareholders. This process, which is commonly referred to as “householding,” provides convenience for shareholders and cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one copy, please notify your broker if your shares are held in a brokerage account, or notify us if you hold registered shares. You can notify us by sending a written request to Global Payments Inc., c/o Corporate Secretary, 10 Glenlake Parkway, North Tower,3550 Lenox Road, Suite 3000, Atlanta, Georgia 30328-347330326 or by contacting Investor Relations at Investor.Relations@globalpay.com or(770) 829-8478.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of copies of Forms 3 and 4 filed with the SEC, or written representations that no annual forms (Form 5) were required, we believe that, during the 2016 fiscal transition period,2017, all of our officers, directors and 10% shareholders complied with the reporting requirements of the SEC regarding their ownership and changes in ownership of our common stock (as required pursuant to Section 16(a) of the Exchange Act)., with the following exception: one Form 4 with respect to the grant of restricted shares for Mr. Sheffield was not timely filed. This transaction was subsequently reported and all errors have been corrected in subsequent filings.
We will maintain a list of shareholders entitled to vote at the annual meeting at our corporate offices at 3550 Lenox Road, Atlanta, GA 30321.30326. The list will be available for examination at the annual meeting.
57 –GLOBAL PAYMENTS INC. | 20172018 Proxy Statement– 63
Non-GAAP Financial Measures
In this proxy statement, we disclose performance goals related to cash incentive awards under our short-term incentive plan based on adjusted EPS, adjusted net revenue and adjusted operating margin, which arenon-GAAP financial measures. Set forth below is a methodology for determining, and the rational for using, these terms.
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 2017 reflects adjustments to remove amortization of acquired intangibles, employee termination costs, acquisition and integration costs, platform integration costs, share-based compensation expense, | Adjusted EPS is a primary metric management uses to more clearly focus on 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 2017 excludesgross-up related payments associated with certain lines of business to reflect the economic benefits to the Company, the effect of acquisition accounting fair value adjustments for software deferred revenue, and | Adjusted net revenue demonstrates our performance in further penetrating our global footprint and executing against our market opportunities. | ||
Adjusted Operating Margin | Adjusted operating margin is calculated by dividing adjusted operating income, excluding the impact of foreign currency exchange rates, by adjusted net revenue.
Adjusted operating income for 2017 reflects adjustments to remove amortization of acquired intangibles, employee termination costs, acquisition and integration costs, platform integration costs, and share-based compensation | Adjusted operating margin allows us to assess the quality and efficiency of our operations to promote a long-term outlook. |
Adjusted EPS, adjusted net revenue and adjusted operating margin should be considered in addition to, and not as a substitute for, GAAP diluted earnings per share, revenue and operating income, respectively.Because these performance metrics, as used herein, are calculated for the sole purpose of determining compensation, they may differ from similarnon-GAAP financial measures reported elsewhere in Company filings.
GLOBAL PAYMENTS INC. | 20172018 Proxy Statement – A-1
globalpayments IMPORTANT ANNUAL MEETING INFORMATION 000004
ENDORSEMENT_LINE SACKPACK
MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4
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ADD 6
Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.
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MMMMMMMMMMMMMMM C123456789
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., EDT, on May 2, 2017.
April 26, 2018. Vote by Internet
Go to www.envisionreports.com/GPN
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message
Annual Meeting Proxy Card 1234 5678 9012 345qIF IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1.
1. Elect three directors: For Against Abstain For Against Abstain 01 - William I Jacobs, Class III 02 - Robert H. B. Baldwin, Jr., Class III 03 - Alan M. Silberstein, Class III For Against Abstain01 - John G. Bruno, 02 - Jeffrey S. Sloan, 03 - William B. Plummer, + Class II Class II Class II
The Board of Directors recommends a vote FOR Proposal 2.For Against Abstain
2. Approve, on an advisory basis, the compensation of our named executive officers for the 2016 fiscal transition period.The Board of Directors recommends a vote FOR every 1 year on Proposal 3.1 Year 2 Years 3 Years2017. For Against Abstain3. Approve advisory vote on the frequency of the advisory vote on executive compensation.
The Board of Directors recommends a vote FOR Proposal 4.For Against Abstain4.3. 3. Ratify the reappointment of Deloitte & Touche LLP as the company’s independent public accountants.
For Against Abstain B Non-Voting Items
Change of Address — Please print new address below.
C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as your name appears hereon and date below. Where shares are held jointly, each shareholder should sign. When signing as executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
C 1234567890 J N T MMMMMMM1UP X 3623751 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMMMMMMM1UP X 3145181 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 02QU6C02I8KE
Directions to Global Payments Inc. Annual Shareholder Meeting
Global Payments Inc. 3550 Lenox Road Atlanta, GA 3032130326 770.829.8000
Using GA 400 North to Connector State Road 141/Lenox Road NE. Take Exit 2 from GA-400 S. Merge onto Connector State Road 141/Lenox Road NE.
Using GA 400 S/US 195S, follow GA-400 S, take Exit 2. Merge onto Connector State Road 141/Lenox Road NE.qIFIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — GLOBAL PAYMENTS INC.20172018 ANNUAL SHAREHOLDER MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
GLOBAL PAYMENTS INC. AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE
The undersigned shareholder of Global Payments Inc. (the “Company”), Atlanta, Georgia, hereby constitutes Jeffrey S. Sloan and David L. Green, and each of them, each with full power of substitution, to vote the number of shares of common stock which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders to be held at the Company’s offices at 3550 Lenox Road, Atlanta, Georgia 30321,30326, on May 3, 2017,April 27, 2018, at 9:30 a.m. EDT (the “Annual Meeting”), or at any adjournments or postponements thereof, upon the proposals described in the Notice of 20172018 Annual Meeting of Shareholders and Proxy Statement, both dated March 21, 2017,16, 2018, the receipt of which is acknowledged, in the manner specified below. The proxies, in their discretion, are further authorized to vote on any adjournments or postponements of the Annual Meeting, for the election of one or more persons to the Board of Directors if any of the nominees named herein becomes unable to serve or for good cause will not serve, on matters which the Board of Directors does not know a reasonable time before making the proxy solicitations will be presented at the Annual Meeting, or any other matters which may properly come before the Annual Meeting and any adjournments or postponements thereto.
This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” the election of the director nominees named in Proposal 1, “FOR” Proposal 2 relating to the advisory vote on the compensation of the Company’s named executive officers, “FOR” Proposal 3 relating to an advisory vote on executive compensation every one year, “FOR” Proposal 4 relating to the ratification of the reappointment of Deloitte & Touche LLP as the Company’s independent public accountants, and with discretionary authority on all other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.
YOU MAY VOTE BY TELEPHONE, THE INTERNET, OR U.S. MAIL.
If you are voting by telephone or the Internet, please do not mail your proxy.