PROXY STATEMENT AND NOTICE OF
20202022 ANNUAL MEETING OF SHAREHOLDERS
April 29, 202028, 2022
As filed with the Securities and Exchange Commission on February 27, 2020March 17, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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| ☐ | Soliciting Material Pursuant toSection 240.14a-12 | |
GLOBAL PAYMENTS INC.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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PROXY STATEMENT AND NOTICE OF
20202022 ANNUAL MEETING OF SHAREHOLDERS
April 29, 202028, 2022
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Atlanta, Georgia 30326
(770)829-8000
March , 2020
| March 17, 2022 |
Dear Shareholder:
The board of directors and officers of Global Payments Inc. join me in extending toinvite you a cordial invitation to attend our 20202022 Annual Meeting of Shareholders. The meeting will be held on Wednesday,Thursday, April 29, 2020,28, 2022, at 9:3000 a.m. Eastern Daylight Time at our offices at 3550 Lenox Road, Atlanta, GA 30326.in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA. At the annual meeting, shareholders will be asked to vote on four proposals set forth in the Notice of 20202022 Annual Meeting of Shareholders and the proxy statement following this letter.
On behalf of the board and management, we thank you for your support of the company and for your continued investment in Global Payments. In that spirit, we thought it appropriate to share with you several of the third quartermost important areas in which the board focused its attention in 2021.
Focusing on performance. During 2021, we delivered the best results in our history. We did this while responding to continuing challenges from COVID-19 and underlying macroeconomic uncertainty. Despite ongoing impacts from the pandemic, we significantly outperformed both our expectations and the markets in which we operate.
In addition, we continue to take a disciplined and balanced approach to capital allocation. We are committed to delivering attractive returns to our shareholders via our capital investment programs while also continuing to target strategic acquisitions. Our balance sheet fundamentals remain strong with ample liquidity through free cash flow, cash on hand and debt capacity.
Expanding our footprint despite the COVID-19 global pandemic. We accomplished a great deal over the course of 2019,2021 as we completedcontinued to advance our differentiated strategies for growth. This includes our partnership with Google to deliver innovative and seamless digital services to all manner of merchants worldwide; the expansion of our collaboration with AWS, our preferred issuer technology solutions partner, for unique distribution and cutting edge technologies; our successful acquisitions of Zego and MineralTree to advance our software leadership position with unmatched worldwide payments expertise; a strategic alliance with Virgin Money and our first use case post our merger with Total System Services, Inc., bringing together two industry leadersTSYS combining issuing and positioning the newacquiring capabilities; and our partnership with Mercedes-Benz stadium to enable its multi-channel commerce ecosystem.
And we are carrying that momentum into 2022 with our recent announcement that Global Payments asis the finalist company in Caixabank’s selection process for a premier pure play payments technology company at scale globally. Importantly,partner for its European card issuing business.
Achieving synergy targets ahead of schedule. Additionally, we realized our multi-year targets for revenue and expense synergies for the merger accelerateswith TSYS more than one year ahead of schedule despite the impact of COVID-19. Our strong execution and achievements in 2021 provided us with the confidence to raise our technology-enabled software-driven strategy, establishingfinancial targets for the next three to five years at our 2021 Investor Conference. And we accomplished all of this amidst a continuing pandemic and significant dislocation in the stock market for the financial technology sector.
Supporting our customers and communities. Building on our work in 2020, we continued to support our customers and communities in 2021 through the pandemic by waiving or reducing certain fees; granting extended free trial periods for customer solutions; rapidly equipping customers with contactless payment solutions; and continuing charitable programs targeted at our most vulnerable merchant customers. As we have through much of the last decade, we and our team members donated record amounts to local charities and contributed thousands of hours through our two annual days of service both virtually and in person despite the many challenges from the pandemic.
We also recognize the toll the conflict in Ukraine has taken, particularly those with family and friends in Ukraine and nearby countries. We have regular check-ins with our team members and customers in the surrounding regions to confirm their safety, and we are working to ensure we are doing all we can to support them. In support of the important humanitarian efforts taking place right now, we have made a significant contribution to the Red Cross Ukraine Humanitarian Crisis Fund and, in addition, will automatically match all team member contributions to the Red Cross up to a set amount.
Delivering on our commitments to diversity, equity and inclusion and sustainability. At the same time, our board and management steadfastly maintained their commitment to diversity, equity and inclusion (DEI). This includes the appointment of a Chief Diversity Officer and a commitment to both provide transparency in reporting the facts of where we are in our DEI journey and set well defined goals for the next several years, which we reported on publicly in August 2021. Additionally, our Global Responsibility Report, published most recently in 2021, highlights our efforts to develop sustainable value for all of our stakeholders in alignment with industry-leading frameworks, including the Sustainable Accounting Standards Board and the United Nations Sustainable Development Goals, and outlines our commitment to achieve net zero emissions by 2040.
Joined Fortune 500. In 2021, Global Payments officially joined the Fortune 500 list of the largest U.S. companies, realizing a goal we set in 2013. This great achievement reflects the tremendous work of our team members and would not have been possible without their determination and focus over the last several years and especially during the many ebbs and flows of the COVID-19 pandemic.
Finally, on behalf of the board, we want to express our sincere appreciation to Bill Jacobs, who is departing our board at this year’s annual meeting after 21 years of service. Bill has made many significant contributions to Global Payments over the years, including during his time as a leading provider of integrated payment solutions, owned software in both merchantLead Director and issuing,Chairman.
Your vote is important to us, ande-commerce we encourage you to read the proxy statement carefully and omni-channel capabilities.vote your shares per the instructions included herein. We are pleased to welcomeproud of our progress and achievements in 2021 and are encouraged by the former shareholders of TSYS to our company and look forward to engaging with you.
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.opportunities 2022 presents.
We look forward to seeing you on April 29.28.
| Sincerely, | ||
 |  | |
| Jeffrey S. Sloan | M. Troy Woods | |
| Chief Executive Officer | Chairman of the Board | |
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NOTICE OF 20202022 ANNUAL MEETING OF SHAREHOLDERS
Date and Time | Thursday, April 28, 2022, at 9: | |
| Place |
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Items of Business
Columbus, GA 31901
| Items of Business | 1. | To elect the | |
2. | To approve, on an advisory basis, the compensation of our named executive officers for |
3. |
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To ratify the reappointment of Deloitte & Touche LLP, or Deloitte, as the Company’s independent registered public accounting firm for the year ending December 31, 4. Advisory vote on shareholder proposal regarding shareholders’ right to call a special meeting, if properly presented. | ||
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 4, 2022. | |
The shareholders may also transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
Record DateVote Right Away
Close of business on March 6, 2020.
On March , 2020,17, 2022, we first mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 6, 20204, 2022 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 personat the annual meeting if you attend the annual meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting in person;voting; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on April 28, 2020.27, 2022.
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 each of the director nominees; for the approval, on an advisory basis, of the compensation of our named executive officers; for the amendment to our articles of incorporation; and for the ratification of the reappointment of Deloitte as the Company’s independent registered public accounting firm.firm; and against the advisory vote on shareholder proposal regarding shareholders’ right to call a special meeting. 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,
David L. Green
Senior Executive Vice President, General Counsel and Corporate Secretary
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We provide below highlights of certain information in this Proxy Statement.proxy statement. As it is only a summary, please refer to the complete proxy statement and 20192021 Annual Report before you vote. Information on the composition of our board of directors is presented based on data as of the 2022 annual shareholder meeting.
20202022 Annual Meeting of Shareholders
| Date and Time: | ||
| Place: | TSYS Riverfront Campus Auditorium One TSYS Way Columbus, GA 31901 To support the health and well-being of our shareholders, employees and communities, the Company will require that attendees comply with applicable health and safety protocols set forth by the Centers for Disease Control and Prevention and the State of Georgia. You should not attend if you feel unwell, have been exposed to COVID-19 or are awaiting COVID-19 test results. | |
| 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 | Board Vote Recommendation | Page Number | ||||||||
1 – Election of | FOR each nominee | 22 | ||||||||
2 – Advisory Vote on Compensation of Our Named Executive Officers | FOR | 47 | ||||||||
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| FOR | 77 | ||||||||
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4 – Advisory Vote on Shareholder Proposal Regarding Shareholders’ Right to Call a Special Meeting, if properly presented | AGAINST | 80 | ||||||||
Recent Developments
On September 18, 2019, we consummated our merger with Total System Services, Inc., or TSYS, pursuant to which TSYS merged with and into Global Payments, with Global Payments as the surviving company. The merger positions us as a leading pure play payments technology company providing innovative payments and software solutions to approximately 3.5 million merchant locations and over 1,300 financial institutions across more than 100 countries throughout North America, Europe, Asia Pacific and Latin America.
We seekOur vision, culture and values all align and provide the critical foundation needed to leverage the adoption of, and transition to, card, electronic and digital-based payments by expandingachieve our share in our existing markets through our distribution channels and service innovation, as well as through acquisitions to improve our offerings and scale. We also seek 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.
The key tenets of our strategy include the following:business goals:
GrowLeading with technology and controlinnovation to deepen our direct distribution by adding new channels and partners, including expanding our ownership of additional enterprise software solutions with a payments overlay in select vertical markets;competitive advantages;
Deliver innovative services by developing value-added applications, enhancing existing servicesFurther scaling the four pillars of our strategy: software-driven focus, omnichannel expansion, exposure to faster growth markets and developing new systems and services to blend technology with customer needs;B2B payments;
ContinueDelivering commerce enablement solutions globally to develop seamless multinational solutions forbroaden our leading global customers;position as a sales-driven, product-led company;
Leverage technologyProviding frictionless, best-in-class customer experiences, and operational advantages across our business segments and throughout our global footprint;creating stickier, longer-term relationships;
Provide customer service at levels that exceedNurturing our competition, while investing in technology, trainingculture, values and enhancementsDEI initiatives to our service offerings;attract, retain and motivate exceptional team members; and
Supporting our communities as a socially responsible company with purpose and understanding.
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 1
Pursue potential domesticProxy Summary — Strategy and internationalPerformance Highlights
Strategy and Performance Highlights
The COVID-19 pandemic has accelerated the ongoing digitization of payments. We are the beneficiaries of innovation in the ecosystem, including innovations such as digital wallets, buy now pay later offerings, QR codes and safer commerce.
We accomplished a great deal over the course of 2021 as we continued to advance our differentiated strategies for growth. This includes our partnership with Google to deliver innovative and seamless digital services to all manner of merchants worldwide; the expansion of our collaboration with AWS, our preferred issuer technology solutions partners, for unique distribution and cutting edge technologies; our successful acquisitions of investmentsZego and MineralTree to advance our software leadership position with unmatched worldwide payments expertise; a strategic alliance with Virgin Money and our first use case post our merger with TSYS combining issuing and acquiring capabilities; and our partnership with Mercedes-Benz stadium to enable its multi-channel commerce ecosystem. And we are carrying that momentum into 2022 with our recent announcement that Global Payments is the finalist company in Caixabank’s selection process for a technology partner for its European card issuing business.
Additionally, we realized our multi-year targets for revenue and alliancesexpense synergies for the merger with TSYS more than one year ahead of schedule despite the impact of COVID-19. Our strong execution and achievements in 2021 provided us with the confidence to raise our financial targets for the next three to five years at our 2021 Investor Conference. And we accomplished all of this amidst a continuing pandemic and significant dislocation in the stock market for the financial technology sector.
Finally, in 2021 we officially joined the Fortune 500 list of the largest U.S. companies, thatrealizing a goal we set when we began running the Company in 2013. Our accomplishments are a credit to our team members, who have high growth potential, significant market presence, sustainable distribution platforms and/or key technological capabilities.made these results possible while continuing to support their colleagues and communities.
20192021 Performance — Financial Highlights
We experienced strong business and financial performance around the world during the year ended December 31, 2019. Highlights related
$8.52B Total Revenues | 15.9% Operating Margin | $3.29 EPS |
| Record financial performance amid challenging operating environment continuing as a result of the pandemic | • Consolidated 2021 revenues increased 14.8%. • Operating income was $1,358.9 million, an increase of 52% over the prior year. • Net income attributable to Global Payments increased to $965.5 million compared to $584.5 million for the prior year. | |||
| Advanced Capital Allocation Strategy | • $2,773 million total capital returned to shareholders. | |||
For a detailed discussion of our financial condition and results of operations as of December 31, 2019 and for the year then ended include the following:
Consolidated revenues were $4,911.9 million and $3,366.4 million for the years ended December 31, 2019 and 2018, respectively. Consolidated revenues increased by 45.9% from 2018 to 2019.
Consolidated operating income was $791.4 million2021, see our Annual Report on Form 10-K for the year ended December 31, 2019 compared to $737.1 million for 2018. Our operating margin for the year ended December 31, 2019 was 16.1%, compared to 21.9% for the year ended December 31, 2018.
Net income attributable to Global Payments was $430.6 million for the year ended December 31, 2019 compared to $452.1 million for 2018, and diluted earnings per share was $2.16 for the year ended December 31, 2019 compared to $2.84 for 2018.
Over the12-month period from January 1, 2019 through December 31, 2019, our share price increased by approximately 78%, compared to an increase of approximately 28% in the S&P 500 index. Our share price from January 1, 2015 through December 31, 2019 relative to the performance of our peer group and the S&P 500 index, which we joined in April 2016, is shown in the graph below.
Total Shareholder Return vs. S&P 500 Index/Peer Company Average
2 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Proxy Summary — Strategy and Performance Highlights
PERFORMANCE IN CONTEXT — COVID-19 PANDEMIC AND 2021 OPERATING ENVIRONMENT | ||
| Our Board | Our People | |
• Received regular postings both during and outside of meetings of the Company’s financial position and management of financial and non-financial risks generated by the COVID-19 pandemic, including relating to the safety of our people. • Reviewed how the COVID-19 pandemic and related market stress were impacting our strategic plan. • Participated in Conversations of Understanding with speakers and team members. • Partnered with management to support team members and communities during the pandemic. | • Implemented significant protocols to help keep our employees safe, particularly for those team members who continued to work in our offices. • Enabled the vast majority of our approximately 25,000 worldwide team members to seamlessly continue to work from home thanks to our investments in technology and collaboration tools. • Expanded our employee resource groups, including the Global Payments Onyx Network, Pride Network, Women’s Network and Veterans’ Network through various of our office locations. • Continued to engage in open dialogue on race and racial equity through our Conversations of Understanding speaker series. • Hosted our first DEI Celebration Week. • Invested in our team members via enhanced benefits and retention equity grants. | |
Our Customers
Enabled new capabilities to support our customers’ business operations, including rapidly equipping merchants that did not previously sell online with full omnichannel solutions.
Provided “no contact commerce” solutions through mobilepay, contactless, and mobile wallet acceptance at merchants that had not previously accepted these form factors.
Delivered virtual terminals to customers in markets worldwide to allow them to accept orders over the phone.
Waived certain fees, such as SaaS and point-of-sale payments, as well as online ordering fees.
Implemented a charitable program targeted at our most vulnerable merchant customers that provides pre-loaded paycards that can be used to support their staff at no cost.
Eliminated setup fees and first 90 days of subscription fees for our virtual gift card add-on solution to brick and mortar gift card customers.
Extended free trial periods of our analytics and customer engagement platform.
Our Communities
Netspend facilitated the rapid distribution of stimulus funds to customers most in need, processing more than 3 million deposits, accounting for over $5.4 billion in stimulus payments disbursed by the IRS to American consumers.
Through our AdvancedMD business unit, we made a positive impact on the health and wellness of communities across the United States. AdvancedMD’s telemedicine capabilities have been critically important during the COVID-19 pandemic, facilitating more than 2.5 million telemedicine visits in 2021, up from 100,000 annually prior to the pandemic.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 3
Proxy Summary — Strategy and Performance Highlights
Delivered more than 300 million omnichannel restaurant experiences in 2021, up 50% over 2020, to facilitate our customers’ transition during the pandemic.
As businesses began coming back online for summer activities in 2021, our Active business enabled new remote and/or kiosk check-in processes to minimize contact between customers, staff, and consumers, as well as to prevent overcrowding in entryways of buildings.
Greater Giving supported over 8,000 virtual fundraising events and processed more than $680 million in contributions since the beginning of the pandemic.
We and our team members donated record amounts to local charities and contributed thousands of hours through our two annual Worldwide Days of Serviceboth virtually and in person despite the many challenges from the pandemic.
We have made a significant contribution to the Red Cross Ukraine Humanitarian Crisis Fund and, in addition, will automatically match all team member contributions to the Red Cross up to a set amount.
The following graph compares (i) the average share price performance of the S&P 500 Index, (ii) the total share price performance of our Company and (iii) the average share price performance of our peer group from December 31, 2016 through January 31, 2022.
Although our Company’s share price performance was negatively impacted in 2021 by an overall dislocation in the stock market for the financial technology sector, as of January 31, 2022, we have outperformed the S&P 500 over the last five years due to our consistent financial performance and outsized growth. In addition, as of January 31, 2022, we have outperformed the S&P 500 in 2022 by approximately 16.13%.
Total Share Price Performance vs. S&P 500 Index/Peer Company Average
4 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Proxy Summary — Board and Corporate Governance Highlights
Board and Corporate Governance Highlights
We have adopted leading governance practices that establish strong independent leadership in our boardroom and provide our shareholders with meaningful rights.
Corporate governance highlights include:
☑Lead Independent Director |
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| Board oversight of risk management ☑ | Governance and Nominating Committee oversight of ESG risk ☑Ten out of |
| non-employees ☑ | ☑ 50% of non-employee director nominees and 75% of committee chairs are diverse in gender and/or ethnicity |
☑ | Annual election of directors |
☑ | Fully independent Audit, Compensation, |
☑ | Proxy access for shareholders ☑Annual robust board and committee self-evaluations, |
☑ | Majority voting for directors in uncontested elections |
☑ | No supermajority voting requirements ☑ 25% threshold for shareholders to call a special meeting (pending board approval) New ☑Minimum stock ownership requirements for NEOs, other members of senior management and directors |
☑ | ☑ Annual Global Responsibility Report disclosing our performance, progress and strategy on |
| DEI targets ☑ | Greater than 75% director attendance at meetings |
☑ | Non-employee directors meet without management present |
☑ | Independent directors meet withoutnon-independent directors present |
☑ | Code of business conduct and ethics for directors |
Strong Technology, Data Security and Privacy Oversight • The Technology Committee oversees the Company’s Information Security Program. • Chief Information Security Officer reports directly to the Technology Committee. • Centralized Privacy Office, led by our Chief Privacy Officer, provides world-wide compliance support to project and technology teams with detailed privacy analysis. • The Company’s Internal Privacy Policy, together with associated standards and procedures, provides a comprehensive compliance framework to inform and guide the handling of personal data within the organization. • Cyber-risk insurance policy in place aligns with our business objectives and customer expectations. |
2021 Corporate Governance Highlights
| ☑ | Formally delegated Human Capital Management (HCM) oversight responsibility to the Compensation Committee, which receives regular reports from our Chief Human Resources Officer, who is a member of the ESG Steering Committee. |
| ☑ | The board’s Governance and Nominating Committee oversaw the Company’s ESG activities and disclosures, advised by the ESG Steering Committee, a cross-functional management committee of the Company. |
| ☑ | Board appointed Connie McDaniel to Chair of Governance and Nominating Committee. |
| ☑ | Published our third Global Responsibility Report, detailing the Company’s corporate citizenship efforts across its key focus areas, in alignment with industry-leading frameworks including Sustainability Accounting Standards Board (SASB) and the United Nations Sustainable Development Goals. |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 5
Proxy Summary — Diverse and Highly-Skilled Board of Directors
Diverse and Highly-Skilled Board of 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. In connection with the merger with TSYS, we increased the size of our board to twelve directors, six of whom were individuals designated by Global Payments, consisting of five independent directors of Global Payments and our Chief Executive Officer, and the remaining six designated by TSYS, consisting of five independent directors and TSYS’ former Chief Executive Officer. The newly constituted board includes five members who are diverse in gender and/or ethnicity.
The composition of our boarddirector nominees consists of:
6 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 3
Proxy Summary — Diverse and Highly-Skilled Board of Directors
The board annually reviews directors’ skills and expertise to ensure the board represents a diverse skill set oriented to the historical and emerging needs of the business. The board has identified the following key qualifications and experience that are important to be represented on the board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board.whole. Information regarding each director’snominee’s skills and qualifications can be found within their individual biographies on pages 15-20.23-31.
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 | indicates representation of the qualification for director nominees. |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 7
Proxy Summary — 2022 Director Nominees Overview
2022 Director Nominees Overview
Upon the recommendation of the Governance and Nominating Committee, the board has nominated 11 directors for election at the annual meeting, each to hold office until our next annual meeting of shareholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation or removal. Mr. Jacobs is not being re-nominated for election due to the mandatory age limit under our corporate governance guidelines. All of the nominees are currently serving as directors of the Company. Each nominee was elected to the board by our shareholders at our 2021 annual meeting with the support of more than 94% of votes cast.
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Name | Tenure | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | |||||||
| M. Troy Woods | 2.5 Years | Chairman of the Board | Yes | |||||||||||
| Kriss Cloninger III | 2.5 Years | Former President, Aflac Inc. | Yes |
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| Jeffrey S. Sloan | 8 Years | Chief Executive Officer, Global Payments Inc. | No | |||||||||||
| F. Thaddeus Arroyo | 2.5 Years | Chief Executive Officer, AT&T Consumer | Yes |
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| Robert H.B. Baldwin, Jr. | 6 Years | Former Vice Chairman, Heartland Payment Systems, Inc. | Yes |
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| John G. Bruno | 8 Years | Former Chief Operating Officer, Aon, plc | Yes |
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| Joia M. Johnson | 2.5 Years | Former Chief Administrative Officer, Hanesbrands Inc. | Yes |
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| Ruth Ann Marshall | 15.5 Years | Former President of Americas, MasterCard International | Yes |
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| Connie D. McDaniel | 2.5 Years | Director, Virtus Mutual Fund Family | Yes |
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| William B. Plummer | 5 Years | Former Executive Vice President & Chief Financial Officer, United Rentals Inc. | Yes |
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| John T. Turner | 2.5 Years | Chairman of the Board, W.C. Bradley Co. | Yes |
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We believe in providing transparent and timely information to our investors. Our senior management, including our Chief Executive Officer, President and Chief Operating Offer, 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 roadshows, 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.
Chair 
��Member
48 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
2019 Outreach
During 2019, we held meetings with many of our top institutional investors, during which we discussed a variety of topics that are important to investors, including industry trends, environmental, social and governance, or ESG, matters, Company performance and operations, and short and long-term strategic direction.
In 2019, we also conducted an expansive shareholder outreach program to gauge support for our executive compensation practices and corporate governance policies and to respond to shareholder input. Accordingly, our management, together with the Chairman of our Compensation Committee, engaged with twenty of our top twenty-four shareholders, including both active and passive investors, representing approximately 65% of our total shares outstanding, on the Company’s executive compensation program. The feedback we received from shareholders regarding our executive compensation program was positive, and the vast majority of shareholders voted in favor of our program. After evaluating the outcome of the 2019 advisory vote, shareholder feedback and input from our independent compensation consultant, the Compensation Committee determined that our executive compensation programs are aligned with our compensation philosophy and the Company strategy and decided not to make any material changes to the structure or principles of the program. Importantly, the general shareholder feedback we received indicated that our investors did not have significant issues with either our executive compensation program or the compensation mix of our Chief Executive Officer or any of our other officers.
Recent Corporate Governance DevelopmentsProxy Summary — Global Citizen Responsibility
As a result of engaging with our shareholders and keeping abreast of leading practices, we have taken actions with respect to corporate governance matters, including the following:
DeclassifiedGlobal Citizen Responsibility
Global Payments recognizes its responsibility as a global corporate citizen to operate in a responsible and sustainable manner. We prioritize transparency in our boardactions and implemented annual election of directors.
Appointed a lead independent director ofreporting, including reporting sustainability information using the board.
Established a number of diversity initiatives to increase representation of diverse individualsSASB framework in the Company and support and elevate our diverse employees, and enhanced our proxy disclosure with respect to such practices.
Issued our Global Responsibility Report.
Proposing at this annual meeting We have aligned our strategy and efforts to 12 of the amendments to our Articles of Incorporation to eliminate17 Sustainable Development Goals adopted in the supermajority voting requirements.2030 Agenda for Sustainable Development by the United Nations.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 5
Environmental Sustainability
We are committed to having a positive impact in the marketsIn 2021, we serve and communities in whichpublished our employees live and work. In 2019, we issued our Global Responsibility Report, which details our recent achievements and initiatives to drive positive change across four pillars, Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility. Ourthird Global Responsibility Report (which is not incorporated into this proxy statement) can be found, aligned to recognize our four Global Responsibility Pillars of Culture & Values, Environmental Sustainability, Community Impact and Corporate Responsibility. The following reflects a summary of these policies and recent initiatives.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 9
Proxy Summary — ESG Governance
Our Governance and Nominating Committee has formal oversight of the Company’s ESG activities, as reflected in the Investor Relations sectioncommittee’s charter. The committee and our board will continue to take an active role in the continued evolution of Global Payments’ ESG strategy, policies, programs and public reporting. To advance our ESG initiatives, our ESG Steering Committee, a cross-functional management committee of the Company, reports to the Governance and Nominating Committee on ESG matters. The ESG Steering Committee serves as a central coordinating body facilitating our ESG strategy and reporting efforts.
Human Capital Management Highlights
Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our website atgeographic regions. We currently do business in over 170 countries around the world, with team members living and working in 32 of them. Our approximately 25,000-team member workforce represents approximately 80 nationalities and 18 natively spoken languages, with approximately 64% residing in the Americas, 16% residing in Europe and 20% residing in Asia Pacific. Many of our team members are highly skilled in technical areas specific to payment technology and software solutions.
We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.
10 – GLOBAL PAYMENTS INC. |https://investors.globalpaymentsinc.com2022 Proxy Statement
Proxy Summary — ESG Governance
2021 DEI Highlights
☑ Hired a Chief Diversity Officer who brings strategic vision and expertise to Global Payments.
☑ Reported regularly — by the Chief Human Resources Officer and Chief Diversity Officer — to the full board on DEI as a component of corporate culture.
☑ Disclosed publicly for the first time in 2021 our workforce composition by gender and ethnicity, and set objective goals around gender and racial diversity.
☑ Hosted our first DEI Celebration Week for our team members globally to openly discuss our DEI efforts across the world.
☑ Established a strategic partnership with two outside executive search agencies specializing in diverse hiring to support our DEI goals set forth below.
☑ Formally launched aSupplier Diversity Program to create mutually beneficial business relationships with diverse vendors that strengthen the communities in which we operate.
☑For the third consecutive year, scored 100% on the Human Rights Campaign’s Corporate Equality Index, which is the national benchmarking tool on corporate policies and practices pertaining to LGBTQIA employees.
☑ Completed a Pay Equity Study and a Pulse Survey to help us understand our employees’ perspectives related to workplace culture, engagement, well-being, and to inform our D&I strategies and initiatives.
Goals for Inclusion and Diversity
Global Payments has set objective aspirational goals to increase the representation of female team members and people of color by 2025 as a focus of our commitment to diversity, inclusion, equality and equity within our Company.
• Increase Female representation from 44% to 47%1 | • Increase People of Color representation from 31% to 39%2 | |
•Increase Female Leadership from 32% to 49%3 | •Increase People of Color Leadership from 17% to 29%4 | |
| 1 | Female representation in global workforce. |
| 2 | People of color representation in U.S. workforce. |
| 3 | Female representation in leadership roles in global workforce. |
| 4 | People of color representation in leadership roles in U.S. workforce. |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 11
Proxy Summary — ESG Governance
Inclusion and Diversity We continue to build on our | Ongoing DEI Initiatives Amid the continued challenges over the past year, we have expanded our Continued our Inclusion and Diversity Speaker Series as an information Expanded and enhanced our employee resource groups — the Global Continued our charitable giving plan to fight systemic racism and address For more information about our human capital management practices, |
12 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Proxy Summary — Environmental Sustainability
Environmental Sustainability
Global Payments is focused on minimizing our environmental footprint. We have prioritized areas where we believe we can make the most meaningful contribution, which include managing our energy consumption, limiting waste and conserving water across our facilities and data spaces globally.
The following are some highlights of our environmental sustainability program:
Focusing on the Environment:
| Net Zero Commitment Global Payments recognizes the vital importance of the Paris Agreement and the effects climate change has on our planet and will work toward achieving net zero greenhouse gas emissions prior to 2040. Additionally, we disclosed in our 2021 Global Responsibility Report for the first time as a combined organization Scope 1 and Scope 2 greenhouse emissions from owned and utilized assets for which the Company has operational control which accounted for roughly 50% of our total square footage. | |
| Reducing Facility Footprint At the time of the merger with TSYS, we had a combined 242 office locations globally (including data centers). As part of the merger integration, we have closed over 85 offices to date; and, given the success of work-from-home arrangements during the COVID-19 pandemic, we have implemented a “Future of Work” initiative globally, which we expect will further reduce our physical footprint while also reducing commuting and our carbon footprint. As part of the Future of Work initiative, we are reimagining the way team members work and exploring how to make the most effective use of space while delivering an exceptional employee experience. Remote teams and team members will utilize Google Workspace to reserve desks, conference rooms, offices, or other spaces. | |
| Reducing Energy
We are committed to enhancing energy efficiency across our facilities, including supporting renewable energy initiatives. It is our practice to procure new space in LEED or other green certified properties where possible. With respect to our existing spaces, we are actively implementing a global environmental strategy, including measuring and determining a baseline for GHG emissions in order to set interim and long-term reduction targets, engaging with landlords and property managers to advocate for environmentally friendly practices in our offices and other facilities, and working with data center providers to collect and analyze data on their energy, emissions, and water footprints. | |
| Conserving Water and Managing
We actively manage our water usage and have implemented conservation practices across our global office footprint, including efficient and low-flow plumbing systems, water reuse, and water-efficient landscaping. We have implemented recycling initiatives to limit what we send to landfills and have a formal destruction of data policy to minimize e-waste. In all of our larger offices, our physical recycling policies extend to plastics and glass, and we are in the process of implementing a no Styrofoam initiative globally. | |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 13
Proxy Summary — Environmental Sustainability
| Data Space
In the U.S., we are actively working to consolidate our data space footprint and are committed to evaluating the environmental impact and green efforts of the facilities where we lease storage capacity. Our largest data centers, which account for the majority of our domestic storage, have a number of green initiatives in place, including renewable power systems and rainwater harvesting and reclamation programs. We are also looking for new and innovative ways to reduce the impact our data has on the environment, which we are increasingly accomplishing through our move to the | |
| Providing Alternative
As part of our effort to reduce our carbon footprint, all of our U.S. and a majority of our international offices are located close to public transit. We have electric vehicle charging stations within the grounds of our Columbus campus, our largest owned facility. In addition, many of our other facilities, including the leased co-headquarters in Atlanta, have access to charging stations. | |
Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our geographic regions. We currently do business in over 100 countries in North America, Europe, the Asia-Pacific region and Latin America, with employees living and working in 38 different countries. We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.
In 2018 and continuing in 2019, we built on our history of diversity and inclusion by formally launching a diversity and inclusion initiative, which included establishing a Diversity and Inclusion Advisory Council chaired by our President and Chief Operating Officer and consisting of a representative group of our employees. As part of this initiative, we became a signatory to the CEO Action for Diversity and Inclusion™, which is the largestCEO-driven business commitment to advance diversity and inclusion in the workplace.
614 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
In 2019, we took the following actions with respect to our diversity and inclusion practices:Proxy Summary — Shareholder Outreach
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In addition, we believe it is important that the makeup of our board reflects our commitment to diversity and inclusion and are proud that five of the twelve members of our board are diverse in gender or ethnicity. We will continue to measure our progress to ensure our initiatives and programs continue to support our diversity and inclusion goals.
We believe in providing transparent and timely information to our investors. Our senior management, including our Chief Executive Officer, President and Chief Operating 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, Annual Report, proxy statement, regular investor conferences and roadshows, and meetings with individual investors. We have a team 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.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 15
Proxy Summary — Compensation Philosophy
We Do: | We Do Not: | |
☑ Tie pay to financial and share price performance
☑ Retain an independent compensation consultant
☑ Benchmark against our peer group
☑ Conduct an annualsay-on-pay vote
☑ Adjust performance goals under our short-term incentive plan to reflect acquisition impacts
☑ Require Compensation Committee certification of performance results for purposes of NEOs’ compensation
☑ Employ “double-trigger”change-in-control compensation
☑ Have a clawback policy
☑ Impose minimum stock ownership thresholds and holding periods until such thresholds are met | ☒ Provide for excise taxgross-ups
☒ Permit hedging or pledging of our stock
☒ Re-price or discount stock options or SARs
☒ Permit liberal share recycling or “net share counting” upon exercise of stock options or SARs
☒ Pay dividend equivalent rights on performance units | |
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 7
CoreHow our Compensation ComponentsProgram Supports our Business Strategy
Core Component | Objective Features | Page | ||||||
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Base Salary |
Base salaries are intended to provide compensation consistent with our named executive officers’, or NEOs, responsibilities, experience and performance in relation to the marketplace. |
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Our annual performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders. For
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Performance Units |
Performance units are performance-based restricted stock units that, after a
Performance units are earned based on an achievement of an annual adjusted EPS growth target, as modified by the Company’s total shareholder return performance rank relative to the S&P 500 index over the three-year performance period.
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Stock Options |
Stock options vest in equal installments on each of the first three anniversaries of the grant date. Stock options are intended to provide a strong incentive for creation of long-term shareholder value, as stock options may be exercised for a profit only to the extent the price of our stock appreciates after the grant date.
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Restricted Stock |
Restricted stock granted as part of our annual compensation program vests in equal installments on each of the first three anniversaries of the grant date. Time-based restricted stock provides a retentive element to our compensation program, while tying the value of the award to the performance of our stock. |
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16 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement
Proxy Summary — Compensation Philosophy
20192021 Compensation Highlights
The following charts show the mix of total target compensation in 2019 (reflecting the new compensation targets for base salary and short-term cash incentive set upon completion of the merger with TSYS)2021 for our Chief Executive Officer and the average of the other NEOs, as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.
CEO TOTAL TARGET COMPENSATION | OTHER NEOs TOTAL TARGET | |
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8 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
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Chair 
Member
Beginning on page 52,63, we provide specific data about the compensation of our NEOs as defined by rules promulgated by the Securities and Exchange Commission, or the SEC, for 2019.2021. Our NEOs for the year ended December 31, 20192021 were:
Jeffrey S. Sloan, Chief Executive Officer
Cameron M. Bready, President and Chief Operating Officer (and former Chief Financial Officer)
Paul M. Todd, Senior Executive Vice President and Chief Financial Officer
Dr. Guido F. Sacchi, Senior Executive Vice President and Chief Information Officer
David L. Green, Senior Executive Vice President, General Counsel and Corporate Secretary
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 917
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 20202022 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, 30326 on Wednesday,Thursday, April 29, 202028, 2022 at 9:3000 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 four proposals scheduled to be voted on at the meeting:1, 2 and 3, and AGAINST proposal 4:
| • | Proposal 1: Election of each of the |
| • | Proposal 2: Approval, on an advisory basis, of the compensation of the NEOs for |
| • | Proposal 3: |
| • | Proposal 4: |
3. Could other matters be decided at the annual meeting?
Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.
4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?
As permitted by the SEC, we are making this proxy statement and our Annual Report on Form10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our Annual Report on 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.
1018 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
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.meeting. You may revoke your proxy at any time before it is exercised in any of the following ways:
Deliver written notice of revocation to our Corporate Secretary at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, or submit to us a duly executed proxy card bearing a later date. To be effective, your notice of revocation or new proxy card must be received by our Corporate Secretary, David L. Green, at or before the annual meeting.
Change your vote via the internet or by telephone at a later date. To be effective, your vote must be received before 11:59 p.m., Eastern Daylight Time, on April 28, 2020,27, 2022, the day before the annual meeting.
AppearChange your vote at the annual meeting and vote in person, regardless of whether you previously submitted a notice of revocation.meeting.
7. Who is entitled to vote?
All shareholders who owned shares of our common stock at the close of business on March 6, 20204, 2022 are entitled to vote at the annual meeting. On that date, there were 281,683,647 shares of common stock issued and outstanding, held by approximately 12,879 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,represented 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?
Proposal 1: Election of directors. Election of the 12 directors nominated by our board requires the affirmative vote of a majority ofThe following table provides information about the votes cast. Thatneeded to approve each proposal. A “majority of votes cast” means that this proposal is approved if the number of shares voted “for”“FOR” the proposal exceeds the number of shares voted “against”“AGAINST” the proposal.
Proposal 2:Say-on-pay. Approval, on an advisory basis, of the compensation of the NEOs for 2019 requires the affirmative vote of a majority of the votes cast. That means that this proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.
Proposal 3: Elimination of supermajority voting requirements. Approval of the amendments to our Articles of Incorporation to eliminate the supermajority voting requirements requires the affirmative vote of holders of a majority of our issued and outstanding shares of common stock as of March 6, 2020.
Proposal 4: Independent public accounting firm. Approval of the ratification of the reappointment of Deloitte as our independent public accounting firm for the year ending December 31, 2020 requires the affirmative vote of a majority of the votes cast. That means that this proposal is approved if the number of shares voted “for” the proposal exceeds the number of shares voted “against” the proposal.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 11
Item of Business | Board Recommendation | Voting Approval Standard | Effect of Abstention | Effect of Broker Non- Vote | ||||||||||
Proposal 1: Election of directors | FOR each director nominee | Majority of votes cast | None | None | ||||||||||
Proposal 2: Say-on-pay | FOR | Majority of votes cast | None | None | ||||||||||
Proposal 3: Ratification of reappointment of Deloitte | FOR | Majority of votes cast | None | Not applicable | ||||||||||
Proposal 4: Shareholder proposal | AGAINST | Majority of votes cast | None | None | ||||||||||
10. What is the difference between a “shareholder of record” and a “beneficial owner of shares held in street name?”
Shareholders of record. If your shares are registered directly in your name with our transfer agent, Computershare, you are the shareholder of record with respect to those shares, and we sent the notice of electronic availability directly to you. If you request copies of the proxy materials by mail, you will receive a proxy card.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 19
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.
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.vote. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
Beneficial owners of shares held in street name. If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent registered public accounting firm. All of the other proposals are considered“non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which you do not provide voting instructions and a broker lacks discretionary voting authority are referred to as “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.
Abstentions andbroker non-votes will have the same effect as a vote “against” the proposal to amend the Articles of Incorporation and will have no effect onnot affect the outcome of the vote tore-elect directors, approve the advisory vote on the compensation of the NEOs or ratify the appointment of Deloitte.any proposal.
12. What should I do if I receive more than one proxy or voting instruction card?
Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will also receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.
13. Who pays the cost of proxy solicitation?
The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.
12 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
14. May I propose actions for consideration at next year’s annual shareholder meeting?
Proposals for Inclusion in Next Year’s Proxy Statement (Rule14a-8): SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. Proposals submitted in accordance with Rule14a-8 for inclusion in our proxy statement for the 20212023 annual shareholder meeting must be received by our Corporate Secretary no earlier than , 2020 and no later than , 2020,November 17, 2022, which is 120 days before the one year anniversary of the mailing of this proxy statement.
Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access): Our bylaws permit a shareholder (or a group of no more than 20 shareholders) owning 3% or more of our common stock continuously for at least three years to nominate up to an aggregate limit of two candidates or 20% of our board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees must be received no earlier than , 2020October 18, 2022 and no later than close of business on , 2020.November 17, 2022.
20 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Other Business Proposals/Director Nominees: Our bylaws also set forth the procedures that a shareholder must follow to nominate a candidate for election as a director or to propose other business for consideration at 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 20212023 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between , 2020October 18, 2022 and , 2020.November 17, 2022. Special notice provisions apply under the bylaws 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 bylaws, which are available without charge upon written request to our Corporate Secretary.
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements as defined in the Exchange Act and is subject to the safe harbors created therein. The forward-looking statements contained herein are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “committed,” “ensure,” or the negative of these terms or other similar expressions. Forward-looking statements are based on the beliefs and assumptions of our management and on currently available information. Accordingly, our future plans and expectations may not be achieved and our results could differ materially from those anticipated in our forward-looking statements as a result of many known and unknown factors, many of which are beyond our ability to predict or control. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in our Annual Report on Form10-K. We undertake no responsibility to publicly update or revise any forward-looking statement, except as required by law.
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 1321
Proposal One: Election of Directors for a One-Year Term
20202022 Nominees for DirectorDirectors
Our board of directors, upon the recommendation of the Governance and Nominating Committee, has nominated the individuals identified on the following pages for election as directors. Each nominee is currently a director of Global Payments. The board believes that the qualifications and experience of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 22.
If elected, each nominee will continue to serve as a director until the Company’s 2021 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified or he or she resigns or is otherwise removed. Each nominee has agreed to serve as a director if elected.
In connection with our merger with TSYS, we amended our bylaws to provide that until the upcoming 2022 annual meeting of shareholders, the number of directors that comprises the entire board of directors will be twelve, unless changed by the affirmative vote of at least 75% of the board. UntilFollowing his successful 21-year tenure on our board, including his service as Lead Director and then Chairman, and given director age limitations under our corporate governance guidelines, Mr. Jacobs was not re-nominated for election to the 2022 annual meetingboard. As a result, the size of shareholders, no vacancy on the board created by the resignation, retirement, disqualification, removal from office or death of a director will be filled by the board, and the board will not nominate any individualbe reduced to fill such vacancy, unless, in11 members, effective immediately following the caseannual meeting. Upon the recommendation of the Governance and Nominating Committee, the board has nominated each of the 11 nominees identified on the following pages for election. Each nominee is currently a vacancy created by a continuingdirector of Global Payments and has agreed to serve as a director not lessif elected. Proxies cannot be voted for a greater number of persons than a majoritythe nominees named.
William I Jacobs, who will not be a director nominee at the 2022 Annual Meeting of Shareholders, has been a valuable member of our board, including serving as Lead Director and Chairman. We thank him for his more than two decades of dedication and service to the Company and the board. |
The board believes that the qualifications and experience of the continuing Global Payments directors thendirector nominees, as described below, will continue to contribute to an effective and well-functioning board. Included in office have approvedeach director nominee’s biography is a description of select key qualifications and experience that led the appointment or nomination (as applicable)board to fill such vacancy and, in the case ofconclude that each nominee is qualified to serve as a vacancy created by a continuing TSYS director, not less than a majoritymember of the continuing TSYS directors then in office have approvedboard. For information on the appointment orfactors the board considers when evaluating candidates for nomination, (as applicable) to fill such vacancy.see “Board and Corporate Governance — Board Membership Criteria” on page 33.
Election Process
The Company has a majority voting standard to elect directors in uncontested elections of directors, such as this election. Under the majority voting standard, a nominee must receive a greater number of votes “FOR” than “AGAINST” his or her election. If an uncontested nominee who is already a director receives more “AGAINST” votes than “FOR” votes, that director will continue to serve as a “holdover director,” but is required to tender his or her resignation to the board. If the tendered resignation does not expressly require acceptance by the board, the resignation will become effective immediately, or upon the date set forth in the resignation, and there will be a vacancy on the board upon the effective date of the resignation. If the tendered resignation specifies that it is not effective until accepted by the board, the board has the discretion to accept or reject the resignation. In such a case, the Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the board whether to accept or reject the tendered resignation. The Company will publicly disclose the board’s decision within 90 days from the date of the certification of the election results.
In each case, the director nominee, if elected, will serve a shorter term in the event of his or her resignation, retirement, disqualification, or removal from office or death. In the event that any of the nominees is unable to serve (which is not anticipated), the persons designated as proxies will cast votes for such other person(s) as they may select, subject to the guidelines set forth above. The affirmative vote of at least a majority of the votes cast with respect to the director nominee at the annual meeting at which a quorum is present is required for the election of each of the nominees. If a choice is specified on the proxy card by a shareholder, the shares will be voted as specified. If no specification is made, the shares will be voted “FOR” each of the twelveeleven nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
“FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR.
1422 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Director Nominee Biographies
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M. Troy Woods Chairman of the Board
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Age: 71 | Committee(s): •
| Current Public Directorship(s): • | ||||
Director Since: 2019 |
Other Public Directorship(s) in the Past Five Years: • Total System Services, Inc. (TSYS) | |||||
Race/Ethnicity: White | ||||||
Skills and • Knowledge and expertise in the payments and • Extensive valuable business knowledge from overseeing all operations and performance at TSYS • Strong organizational, leadership and risk management skills • Significant experience with business diversification and
• Former Chairman, President and Chief Executive Officer of TSYS | ||||||
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Kriss Cloninger III
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| Committee(s): • Compensation
| Current Public Directorship(s): • | ||||
Director Since: 2019 Independent |
Other Public Directorship(s) in the Past Five Years: • Total System Services, Inc. • Aflac Incorporated • Tupperware Brands Corporation | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Extensive executive experience and valuable insight and knowledge from various leadership • Experience in corporate strategy • Substantial experience of financial matters through tenure as Chief Financial Officer of Aflac Incorporated • Significant experience as
• Former President and member of the board • Former Chief Financial Officer (1992 — 2015) of Aflac Incorporated • Former director of | ||||||
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 1523
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Jeffrey S. Sloan Chief Executive Officer | |||||
Age: 54 | Committee(s): • None | Current Public Directorship(s): • Fleetcor Technologies, Inc. | ||||
Director Since: 2013 | Other Public Directorship(s) in the Past Five Years: • None | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Substantial industry knowledge and leadership, with over 25 years of experience in the financial services and technology • Significant experience • Extensive experience • Corporate strategy development and finance expertise
• Chief Executive Officer of • Former partner and worldwide head of the Financial Technology Group in New York • Managing Director of Goldman Sachs Group, Inc. (2001 — 2004) | ||||||
•
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1624 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
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F. Thaddeus Arroyo | |||||
Age: 58 | Committee(s): • Technology (Chair) | Current Public Directorship(s): • None | ||||
Director Since: 2019 Independent | Other Public Directorship(s) in the Past Five Years: • Total System Services, Inc. | |||||
Race/Ethnicity: Hispanic | ||||||
Skills and Qualifications: • Extensive experience developing and executing business strategies through his 15-year • Extensive information security, cyber-security and technology innovation expertise, having led the • Significant global business experience • Mergers and acquisitions expertise Career Highlights: • Chief Executive Officer of AT&T Consumer, the consumer internet, video entertainment and mobility business of AT&T (since 2019); Chief Executive Officer of AT&T Business, the integrated global Business Solutions organization of AT&T (2017 — 2019); Chief Executive Officer of AT&T Mexico, LLC (2015 — 2016); President-Technology Development of AT&T (2014 — 2015); Chief Information Officer of AT&T (2007 — 2014) • Former Chief Information Officer of Cingular Wireless (2001 — 2007) • Former Senior Vice President of Product Marketing and Development of Sabre Inc. (1992 — 2001) | ||||||
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 25
| Robert H.B. Baldwin, Jr. | |||||
Age: 67 | Committee(s): • Audit | Current Public Directorship(s): • None | ||||
Director Since:2016 Independent | Other Public Directorship(s) in the Past Five Years: • None | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Business and industry • Extensive executive and leadership experience • Substantial experience in financial and accounting matters through tenure as • Significant merger and acquisition expertise
• Former Vice Chairman (an executive office) • Former Chief Financial Officer of COMFORCE Corp., a • Former Managing Director, • Former Vice President | ||||||
26 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
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John G. Bruno | |||||
Age: 57 | Committee(s): • Compensation (Chair) • Technology | Current Public Directorship(s): • None | ||||
Director Since: 2014 Independent | Other Public Directorships in thePast Five Year(s): • None | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Extensive public company experience • Extensive information security, cyber-security and technology innovation expertise derived from 25 years in the • Global business operations experience • Strong sustainability experience
Career Highlights: • Former Executive • Former Executive Vice President, Industry and Field Operations and Corporate Development, NCR Corporation, a • Former Managing Director at Goldman Sachs Group, Inc. (2007 — 2008) • Senior Vice President, General Manager, RFID Division of Symbol Technologies, Inc. | ||||||
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 1727
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Age: 62 |
Committee(s): • Technology • Compensation
| Current Public Directorship(s): • • Sylvamo Corporation | ||||
Director Since: 2019 Independent |
Other Public Directorship(s) in the Past Five Year(s): • Total System Services, Inc. • Crawford & Company | |||||
Race/Ethnicity: African-American | ||||||
Skills and Qualifications: • Global leadership experience over several corporate functions for publicly traded companies • Experience in human capital management, and specifically leadership in human resources • Strong working knowledge of corporate social responsibility, government and trade relations, real estate and corporate security • Merger and acquisitions
• Former Chief Administrative Officer (2016 — 2021) and General Counsel and Secretary (2007 — 2021) of Hanesbrands, Inc., a publicly traded marketer of innerwear and activewear apparel • Former Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator (2001 — 2007) • Member of the | ||||||
1828 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
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Ruth Ann Marshall | |||||
Age: 67 | Committee(s): • Governance and Nominating • Technology | Current Public Directorship(s): • Regions Financial Corporation • ConAgra Brands, Inc. | ||||
Director Since: 2006 Independent | Other Public Directorship(s) in thePast Five Years: • None | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Deep knowledge of our Company’s business and industry, • Experience with the issues, opportunities and challenges facing our Company, • Unique perspective on the history and the direction of the • Experience with ESG matters, including as Chair of Nominating and Corporate Governance Committee at Regions
• Former President, Americas, • Former Senior Executive Vice President, Concord EFS, Inc. | ||||||
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Connie D. McDaniel | |||||
Age: 63 | Committee(s): • Governance and Nominating (Chair) • Audit | Current Public Directorship(s): • Virtus Mutual Fund Family | ||||
Director Since: 2019 Independent | Other Public Directorship(s) in thePast Five Years: • Total System Services, Inc. • RidgeWorth Funds | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Substantial experience in financial and accounting matters through tenure as the chief audit executive of a Fortune 100 public company • Mergers and
Career Highlights: • Former Vice President and Chief of Internal Audit of The Coca-Cola Company (2009 — 2013) and its Vice President, Global Finance Transformation (2007 — 2009) and Vice President and Controller (1999 — 2007) • Audit committee chair of the Virtus Mutual Funds Family (since 2021) | ||||||
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 1929
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William B. Plummer | |||||
Age: 63 | Committee(s): • Audit (Chair) | Current Public Directorship(s): • Mason Industrial Technology • Waste Management Inc. | ||||
Director Since: 2017 Independent | Other Public Directorship(s) in thePast Five Years: • John Wiley & Sons, Inc. • Nesco Holdings, Inc. | |||||
Race/Ethnicity: African-American | ||||||
Skills and Qualifications: • Executive leadership experience, including • Extensive financial and accounting expertise, which • Significant experience in operational, financial and strategic development • Substantial public director experience
• Corporate director and business consultant/advisor (since • Senior advisor • Former Chief Financial Officer of Dow Jones & Company, Inc. • Former Vice President and Treasurer of Alcoa, Inc. • Director of Venture Metals, Inc., a privately held metal recycling company (since • Chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (since 2020) • Former director and member of the audit | ||||||
30 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
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John T. Turner | |||||
Age: 65 | Committee(s): • Audit • Governance and Nominating | Current Public Directorship(s): • None | ||||
Director Since: 2019 Independent | Other Public Directorship(s) in the Past Five Years: • Total System Services, Inc. | |||||
Race/Ethnicity: White | ||||||
Skills and Qualifications: • Significant expertise in business management and corporate strategy development • Substantial industry knowledge gathered from serving on the board • International business, mergers and acquisitions experience • Risk assessment and
• Chairman of the board of • Served in various capacities with W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. (1979 — 1999) | ||||||
There is no family relationship between any of our NEOs or directors. Other than as described below,elsewhere in this proxy statement, 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.
20 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 31
Board of Directors, its Committees, Meetings and Corporate GovernanceFunctions
Corporate Governance
Effective Board Leadership Structure
Our current board leadership structure, consisting of a non-employee Chairman, a Lead Independent Director, and a CEO who is also a director, provides for leadership of the board that consists of an independent director with substantial structural influence, a non-independent, non-employee Chairman who has extensive experience in the Company’s industry, and a CEO who has unfettered access to both the Lead Independent Director and the Chairman as resources in developing and executing the Company’s strategy.
The board does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be separate or combined. The Company’s Corporate Governance Guidelines provide that if the Chairperson of the board is not an independent director, then the board shall appoint a lead director, who shall be an independent director. If the Chairperson is an independent director, the board may appoint a lead independent director.
In connection withThe board believes this structure and separation provides a balance between the merger withindependent directors’ oversight of the Company and the CEO’s management of the day-to-day affairs of the business. At the same time, given his experience in the industry and prior roles at TSYS, Mr. Woods was appointedour Chairman ofis an effective liaison between the board and Mr. Cloninger was appointed Lead Independent Director ofsenior management and focuses the board. Until the 2022 annual meeting of shareholders, Mr. Woodsboard on critical business and Mr. Cloninger may not be removed from their respective positions without the affirmative vote of at least 75% of the board.
Chairperson of the Board Dutiesoperational issues.
Chairman |
Chief Executive Officer | Lead Independent Director | ||
Key Responsibilities and Duties | ||||
✓ Presiding at all meetings of the board (including all executive sessions ofnon-employee directors) | ||||
✓ |
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✓ |
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✓ | Generally |
✓ Leading board self-assessment interviews with all directors ✓ Presiding over shareholder meetings |
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Lead Independent Director Duties
✓ Creating and implementing the Company’s vision and mission
✓ Leading the development of the Company’s strategies —both short and long-term ✓ Setting meaningful and measurable operating and strategic goals for the Company ✓ Establishing a strong performance management culture ✓ Assessing and managing the Company’s exposure to risk ✓ Serving as the primary interface between management and the board ✓ Reviewing organizational structure needs and developing ongoing management succession plans ✓ Representing the face of the Company to stakeholders ✓ Providing regular updates and information to the board on all key issues and business developments and status of operations |
✓ Presiding at executive sessions of the board’s independent |
✓ |
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✓ |
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✓ |
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✓ |
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32 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand.
The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.
The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 21
Using these standards for determining the independence of its members, the board determined that the following directorsdirector nominees are independent:
| Kriss Cloninger III | John G. Bruno | |||
| F. Thaddeus Arroyo | ||||
| Joia M. Johnson | William B. Plummer | |||
| Robert H.B. Baldwin, Jr. | Ruth Ann Marshall | John T. Turner |
In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committeeboard has affirmatively determined that William I Jacobs, who is not being re-nominated, is independent.
The Governance and Nominating Committee believes that diversity is an important factor in determiningrecommends director candidates for nomination to the composition of the board and considers it in making nominee recommendations, although it does not have a formal diversity policy.board. The Governance and Nominating Committee considers candidates for directordirectors 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 factorsOur Corporate Governance Guidelines set forth the Governance and Nominating Committee considers when determining whether to appoint directors include:following non-exclusive criteria for directors:
✓Other Public Company Service —The number of other public company boards on which a director may serve (generally, a director should not serve on more than three public company boards in addition to Global Payments).
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22 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 33
The board has identified the following key qualifications and experience that are important to be represented on our 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 pages 15-20.
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We periodically review our board’s composition to ensure that we continue to have the right mix of skills, background and tenure. The board currently believes that an appropriate size is seven to twelve members, allowing, however, for changing circumstances that may warrant a higher or a lower number. The Governance and Nominating Committee considers director candidates suggested by members of the committee, other directors, shareholders and management, and has engaged the services of third party firms to assist in identifying and evaluating director candidates.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 23
As a result of healthy refreshment over recent years and the Company’s merger with TSYS, which was completed in September 2019, as of the date of this proxy statement, 73%60% of ournon-employee board membersdirector nominees have joined the board in the last fivethree years and approximately 64% joined the board. The variety in the last three years. In addition, 42% of the board is diverse in gender and/or ethnicity. The backgroundbackgrounds and skills of theseour directors contributecontributes meaningfully to the Company’s strategy for future growth and long-term value creation.
Our bylaws permit a shareholder (or a group of up to 20 shareholders) who has owned at least 3% of our stock continuously for at least three years to submit director nominees for the greater of two individuals or 20% of the board for inclusion in our proxy statement if the shareholder(s) and nominee(s) meet the requirements of the bylaws.
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.
The current tenure, independence and diversity composition of our board is as follows:
Board and Committee Membership
Our full board of directors met five eighttimes during 2019.2021. Each of our directors attended at least 75% of the meetings of the board, including meetings of the committees of which he or she served in each case while the director was serving on our board of directors or such committees, as applicable, during 2019.2021. Pursuant to our Corporate Governance Guidelines,corporate governance guidelines, all of our directors are expected to attend the annual meeting of shareholders, and allshareholders; however, in light of our directorsthe pandemic conditions at the time attendedof the 20192021 annual meeting.meeting, Messrs. Woods, Sloan, Arroyo, Cloninger and Turner were the only directors who attended.
In connection with the merger with TSYS, we amended our bylaws to provide thatOur board has four standing committees which assist the board will have four standing committees:in carrying out its responsibilities: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Until the 2022 annual meeting of shareholders, the chairperson of each of the Audit Committee and CompensationEach Committee is designated from among Global Payments’ directors oncomposed entirely of independent directors. Each committee reports its activities, discussions, recommendations and approvals to the board prior toat each regularly scheduled board meeting and operates under a charter approved by the merger,board and reviewed annually by the respective committee and the chairperson of each of the Technology Committee and Governance and Nominating Committee is designated from among the directors who are former TSYS directors. The bylaws provide that the membership of the committees will be, as practicably as possible, evenly split between Global Payments‘ directors on the board prior to the merger and the directors who are former TSYS directors.
24 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
Our board has adopted written charters for each of the standing committees.board. Each committee charter and our corporate governance guidelines are available in the Investor Relations section of our website, www.globalpaymentsinc.com. The following table summarizeswww.globalpayments.com. Committee leadership and membership is reviewed annually by the primary responsibilitiesboard, upon recommendation of the committees:Governance and Nominating Committee.
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34 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 25
TheA description of each standing committee is included on the following table provides information about current committee membership and number of meetings held during 2019:
| Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | |||||||||||||||||
M. Troy Woods | ||||||||||||||||||||
Kriss Cloninger III*(1) |
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F. Thaddeus Arroyo*(1) |
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Robert H.B. Baldwin, Jr.* |
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John G. Bruno* |
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William I Jacobs* |
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Joia M. Johnson*(1) |
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Ruth Ann Marshall* |
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Connie D. McDaniel*(1) |
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William B. Plummer*(2) |
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Jeffrey S. Sloan | ||||||||||||||||||||
John T. Turner*(1) |
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2019 Meetings |
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5 |
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4 |
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3 |
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4 |
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pages. Chair Member
Audit Committee | ||||
William B. Plummer (Chair) |
Members: William B. Plummer (Chair)*, Robert H. B. Baldwin, Jr., Connie D. McDaniel, and John T. Turner | 5 meetings in 2021 All members are independent |
Key Objectives:
Assists the board in its oversight responsibilities relating to the quality and integrity of our financial reporting and disclosure obligations.
Appoints, retains and approves the compensation of the Company’s independent auditor.
Oversees, monitors and evaluates the qualifications, performance and independence of the independent auditor.
Approves the scope of the annual audit.
Oversees the Company’s internal audit function and is responsible for the appointment of the head of the Internal Audit department.
Assists the board in overseeing the Company’s ethics and compliance program and confidential whistleblower process.
Assists the board in reviewing and discussing litigation, regulatory and compliance risks.
Oversees the Company’s Enterprise Risk Management (ERM) program, including vendor management, insurance, and physical security.
Reviews regular reports from the General Counsel on litigation, regulatory and compliance topics.
Reviews and approves related party transactions.
Meets independently with each of the Chief Financial Officer, Head of Internal Audit, General Counsel, and independent auditor.
Risk Oversight Role:
Oversees the Company’s performance to ensure alignment with the risk assessments and tolerance levels prescribed in the ERM program with respect to the Company’s major financial risk and enterprise exposure.
Oversees the Company’s internal controls and financial reporting.
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Audit committee financial expert, as that term is defined under SEC rules. |
26GLOBAL PAYMENTS INC. |2022 Proxy Statement– 35
Governance and Nominating Committee | ||||
Connie D. McDaniel (Chair) | Members: Connie D. McDaniel (chair), William I Jacobs*, Ruth Ann Marshall, and John T. Turner | 3 meetings in 2021 All members are independent | ||
Key Objectives:
Establishes and evaluates qualifications for our directors to ensure our full board and its committees continue to operate functionally and with an appropriate degree of independence from management.
Evaluates and recommends director nominees for election at annual meetings of shareholders or to fill vacancies, and manages the board refreshment process.
Reviews and recommends the board’s committee structure and composition.
Oversees the Company’s corporate governance guidelines, including procedures for shareholders and other parties to communicate with the board.
Administers the board’s policy on related party transactions and recommends any revisions to it.
Oversees retention and compensation of search firms to be used to identify director candidates.
Leads the annual assessment of effectiveness of the board and committees.
Identifies and considers emerging corporate governance issues and trends.
Oversees the Company’s ESG activities, including the activities of the ESG Steering Committee and the Company’s periodic ESG reports.
Receives periodic reports on government relations issues pertaining to the Company.
Risk Oversight Role:
Oversees our risk management activities with respect to our corporate governance structure at the board and senior management level and ESG issues, trends and policies.
Promotes a risk-aware culture by, for example, periodically reviewing our employee business code of conduct and ethics, and the codes of conducts for directors and senior financial officers.
| * | William I Jacobs is not being re-nominated for election due to director age limitations under our corporate governance guidelines. |
36 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Compensation Committee | ||||
John G. Bruno (Chair) | Members: John G. Bruno (Chair), Kriss Cloninger III, William I Jacobs*, and Joia M. Johnson | 4 meetings in 2021 All members are independent | ||
Key Objectives:
Establishes and reviews the objectives of our executive compensation program.
Oversees and recommends to the full board for approval our management succession plan.
Reviews and approves the Company’s strategies and policies related to human capital management and assists the board in the oversight of the Company’s diversity, equity and inclusion efforts.
Reviews and approves the corporate goals and objectives relevant to our CEO’s compensation.
Evaluates the performance of the CEO and determines the CEO’s compensation level.
Reviews and approves the annual base salaries and annual incentive opportunities of the other NEOs.
Oversees the administration of the Company’s equity-based incentive compensation plans and the executive non-equity (cash) annual performance plan.
Assists the board in setting the form and amount of non-employee director compensation.
Responsible for the appointment, compensation and oversight of any compensation consultant or advisor.
Sets the Company’s stock ownership guidelines applicable to the NEOs and directors.
Reviews the results of any shareholder advisory votes on executive compensation or other feedback on this subject that may be garnered through the Company’s shareholder engagement.
Risk Oversight Role:
Oversees our risk management activities with respect to our compensation policies and practices for our directors, NEOs and all other employees, specifically to ensure that our policies and practices promote appropriate approaches to risk management.
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.
| * | William I Jacobs is not being re-nominated for election due to director age limitations under our corporate governance guidelines. |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 37
Technology Committee | ||||
F. Thaddeus Arroyo (Chair) | Members: F. Thaddeus Arroyo (Chair), John G. Bruno, Joia M. Johnson, and Ruth Ann Marshall | 4 meetings in 2021 All members are independent | ||
Key Objectives:
Reviews all of the Company’s key initiatives and practices relating to technology, information security, cyber-security, disaster recovery, business continuity, data privacy and data governance.
Provides board-level oversight with regard to our technology and information security practices and technology and cyber-risk profile.
Serves as a liaison between our board and the Company’s Chief Information Security Officer, Chief Privacy Officer and Data Protection Officers with regard to our technology and information security practices and technology and cyber-risk profile.
Monitors the Company’s compliance with regulatory requirements and industry standards.
Oversees, in conjunction with the board, the Company’s information security program to ensure it has appropriate administrative, technical and physical safeguards.
Reviews and evaluates all major technology expenditures.
Receives quarterly reports from the Company’s Chief Information Security Officer concerning the status of the Company’s information security program and other related matters.
Responsible for the oversight of the appointment, activities, organizational structure, qualifications and budget of the Chief Information Security Officer.
Meets independently with each of the Chief Information Officer and Chief Information Security Officer.
Risk Oversight Role:
Ensures that the Company’s strategic goals and risk appetite are aligned with our technology strategy and infrastructure and that the management receives adequate support from the Company’s internal technology and information security providers.
Oversees the Company’s ERM exposure related to our technology and information security practices.
38 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
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 riskfunctions. While management is deeplyresponsible for assessing and pervasively embedded in all of our activities worldwide. As described more fully below,managing risk, including through the board fulfils this responsibility both directly and through its standing committees, each of which assists the board in overseeing a part of the Company’s overall risk management.
The Board’s Role in Risk Oversight
Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to this oversight role.is responsible for promoting an appropriate culture of risk management within the Company and setting the right “tone at the top.” The full board engages directly with management to set high-level policy. At least annually, the board discusses with management the appropriate level of risk relative to our strategy and objectives and reviews with management our existing risk management processes and their effectiveness. In addition, the board receives periodicregular reports on risk management activities from each committee chair while relying on each of its four standing committees to provide morein-depth oversight of specific key risk exposures.
Selected Areas of Board Oversight
Board’s Role in Overseeing Risk and Strategy
The board has delegated risk oversight responsibilitiesresponsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled board meeting, guided by current Company-level priorities. The board also regularly reviews the businesses’ strategic and operational priorities, the competitive environment, market challenges and economic trends, and integrations of recent acquisitions. At meetings occurring throughout the year, the board also assesses capital allocation plans, the Company’s performance against the annual budget and against its peers, and potential mergers, acquisitions and dispositions for alignment with our strategic priorities, as well as the periodic examinations conducted by the Federal Banking Agencies.
In addition to quarterly and specially scheduled meetings, the board schedules periodic meetings focused on strategic and other initiatives. In 2021, the board received updates on the Company’s corporate strategy during quarterly meetings as well as at an off-cycle meeting focused solely on corporate strategy, during which the board and management discussed our strategic priorities and evaluated certain key risk exposures to its committees as follows:near and long-term strategic focus areas.
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GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 2739
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We have 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 riskMoreover, each committee reports to the full board or appropriate board committee periodically and more frequently as needed.
Riskon a quarterly basis with respect to its designated areas of risk oversight to ensure alignment. As described above, 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 Management Risk Committee is the executive-level management committee chaired by our Enterprise Risk Management Officer and reporting to senior management of the Company, including the Executive Leadership Team. The Management Risk Committee is responsible for overseeing the management of all risk categories to ensure that risks remain within our risk appetite. In order to fulfill these responsibilities, the Management Risk Committee identifies, assesses, monitors, manages and mitigates the Company’s enterprise-wide key risks. In 2021, key areas of focus included the health and safety of our team members during the pandemic, technology, information security, privacy and data governance, vendor due diligence and management, Federal Banking Agency examination program and outcomes, and legal and regulatory risks.
Board Oversight of COVID-19 Risks
The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full board directly overseesas well as each of the board committees, as appropriate. Over the course of 2021, the Audit Committee has received quarterly updates from the Company’s incident management team (IMT), which was formed in early 2020 to manage our response to the pandemic, and the board has received regular updates from senior management and the chair of the Audit Committee. The updates to the board and the Audit Committee focus on the financial and non-financial risks and the impact to our team members from the COVID-19 pandemic. For example, management and the IMT continue to report to the board and the Audit Committee on, among other things, the Company’s capital and liquidity positions as well as its evolving operational risk management activitiesand resilience profile in light of the pandemic, with respect to risks associated withan overarching focus on the health and safety of our strategic direction.team members.
The Board’s Role in Overseeing Information Security and Cyber-Risk
We employ multiple methods and technologies to secure the Company’s computing environment and ensure the confidentiality, integrity and availability of our information assets. As noted above, technology and cyber-security qualifications and experience is one of theare key factors that our Governance and Nominating Committee considers in its assessment of the board membership criteria.criteria, and nine of our eleven director nominees have experience in this area.
Our board has delegated to the Technology Committee the responsibility to oversee the Company’s Information Security Program and cyber-security risk. Specifically, subject to oversight by the full board of directors, the Technology Committee, periodicallywhich is composed solely of independent directors, receives quarterly reports from the Company’s Chief Information Security Officer, or CISO, on the Company’s cyber-risk profile and information security initiatives. The Company’s Information Security Program is administered by the CISO, who maintains a direct reporting line to both the Technology Committee and the board.
At least annually, the Technology Committee receives a formal, enterprise-wide information technology and cyber-security risk assessment and reviews and recommends the Company’s information security program supporting policies to the full board for evaluation and approval. The Technology Committee regularly reviews and discusses the Company’s technologyinformation security strategy with the CISO at every committee meeting and recommends the Company’s information security policy and technology strategic plan to the full board for annual evaluation and approval. The CISO and CIO regularly meet with the Chair of the Technology Committee outside of committee meetings.
In addition, the board regularly receivesis routinely briefed on the Company’s information about these topics fromsecurity program and its related priorities and controls by the chair of the Technology Committee, the CISOCIO and management, and is apprised directly of incidents exceeding certain risk tolerances. Further, the Technology Committee receives quarterly reports from the Enterprise Risk Management Officer regarding the Company’s ERM exposure, including but not limited to the Company’s regulatory, business resiliency, vendor management and IT operations risks and Federal Banking Agency exams.
40 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
We provide annual information security training and publish information on our intranet to help our employees stay current on information security awareness topics. We have not experienced any material information security incidents in the past three years.
Our businesses that handle credit card data undergo annual PCI-DSS certifications and have received all applicable PCI Reports on Compliance (ROCs).
Board Oversight of ESG
At the board level, the Governance and Nominating Committee has primary oversight responsibility for the Company’s ESG initiatives and risks, reviewing at least annually our policies and activities regarding sustainability and ESG and assessing our management of risks with respect thereto. The Governance and Nominating Committee meets with management to review and discuss the Company’s ESG initiatives, challenges and opportunities, so that it can advise on key ESG matters that affect all of the Company’s stakeholders, and also briefs the board on current and emerging ESG topics and progress on implementing the Company’s ESG priorities on a periodic basis.
The Compensation Committee of the board oversees the Company’s strategies and policies related to human capital management, and assists the full board with its oversight with respect to the Company’s DEI efforts. For instance, in 2021, the board focused on racial and ethnic diversity as it relates to workforce diversity and representation, inclusion and belonging, promotion and succession planning, pay equity, and overall corporate culture, and received reports from the Chief Human Resources Officer and Chief Diversity Officer on these topics.
Additionally, each quarter the Audit Committee reviews and discusses with management the key risks identified from the ERM process, including their potential impact on us and our operations, and our risk mitigation strategies and related disclosure matters. These risks may include risks related to sustainability and other ESG-related matters.
Evaluation of Board and Committee Effectiveness
Each year, our board and its committees conduct self-evaluationsself-assessments to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The self-assessment is conducted under the oversight of the Governance and Nominating Committee. Anonymous andnon-anonymous evaluation responses are reviewed and assessed during board andDirectors respond to a comprehensive questionnaire through an interview process with the chair of each committee, executive sessions and where appropriate, addressed with management. As partthe Chairman of the board’s self-assessment process, directorsBoard leading the discussion at the board level. The questionnaire asks them to consider various topics related to board and committee composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience, diversity and backgrounds. Each committee, as well as the board as a whole, then reviews and assesses the responses from this assessment and any recommendations to the board. The results of the assessments are then discussed by the board and the respective committees in executive session, with a view toward taking action to address any issues presented.
28 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
Director CompensationContacting Our Board of Directors
Any interested party may contact any individual director, our non-employee or independent directors as a group, or all of our directors by directing such communications to the applicable directors in care of the Corporate Secretary at our address at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326. Any correspondence received by the Corporate Secretary in accordance with the foregoing will be forwarded to the applicable director or directors.
Board of Directors Compensation
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 of shareholders (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 41
Our Compensation Committee periodically reviews ournon-employee director compensation plan and makes recommendations as necessary to our full board of directors. The
Annual Director Compensation
There are three elements of our director compensation program: an annual cash retainer, an annual supplemental cash retainer and stock retainers we pay ournon-employee directors are as set forth below:equity awards. The following table describes each element of director compensation for the shareholder year beginning in April 2021.
Director | Annual Basic Cash Retainer | Annual Supplemental Cash Retainer | Annual (FMV) | Annual Basic Cash Retainer | Annual Supplemental Cash Retainer | Annual (FMV) | ||||||||||||||||||||||||
Non-Employee Chairman(1) | $ | 120,000 | $ | 95,000 | $ | 255,000 | $ | 120,000 | $ | 95,000 | $ | 255,000 | ||||||||||||||||||
Lead Independent Director | $ | 120,000 | $ | 50,000 | $ | 200,000 | $ | 120,000 | $ | 50,000 | $ | 200,000 | ||||||||||||||||||
Chair of Audit Committee | $ | 120,000 | $ | 30,000 | $ | 200,000 | $ | 120,000 | $ | 30,000 | $ | 200,000 | ||||||||||||||||||
Chair of Compensation Committee | $ | 120,000 | $ | 20,000 | $ | 200,000 | $ | 120,000 | $ | 20,000 | $ | 200,000 | ||||||||||||||||||
Chair of Other Committees | $ | 120,000 | $ | 20,000 | $ | 200,000 | $ | 120,000 | $ | 20,000 | $ | 200,000 | ||||||||||||||||||
All OtherNon-Employee Directors | $ | 120,000 | N/A | $ | 200,000 | $ | 120,000 | N/A | $ | 200,000 | ||||||||||||||||||||
| (1) | These retainers are payable only if the Chairman of the board is anon-employee director. Mr. Woods, our Chairman of the board, is anon-employee director and, therefore, receives these retainers. See |
The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. Directors are also reimbursed for theirout-of-pocket expenses incurred in connection with attendance at board and committee meetings.
All of thenon-employee directors are eligible to participate in ourNon-Qualified Deferred Compensation Plan described under “Board and Corporate Governance — Director Compensation —Non-Qualified Deferred Compensation Plan” below. Ms. Marshall is the only current director who participated in 2019,2021, and she did not receive any interest on deferred compensation at an above-market rate of interest.
20192021 Director Compensation Table*Table
The following table summarizes the compensation of ournon-employee directors during 2019.2021.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | ||||||||||||
F. Thaddeus Arroyo | $ 21,096 | $ 32,087 | $ 53,183 | ||||||||||||
Robert H.B. Baldwin, Jr. | $120,000 | $189,539 | $309,539 | ||||||||||||
John G. Bruno | $132,055 | $189,539 | $321,594 | ||||||||||||
Kriss Cloninger III | $ 25,616 | $ 32,087 | $ 57,703 | ||||||||||||
William I Jacobs | $195,000 | $230,085 | $425,085 | ||||||||||||
Joia M. Johnson | $ 15,068 | $ 32,087 | $ 47,155 | ||||||||||||
Ruth Ann Marshall | $120,000 | $189,539 | $309,539 | ||||||||||||
Connie D. McDaniel | — | $ 32,087 | $ 32,087 | ||||||||||||
William B. Plummer | $142,055 | $189,539 | $331,594 | ||||||||||||
John T. Turner | $ 11,301 | $ 32,087 | $ 43,388 | ||||||||||||
M. Troy Woods | $129,589 | $148,825 | $278,414 | ||||||||||||
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 29
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Name | Fees Earned or Paid in | Stock Awards | Total ($) | ||||||||||||
F. Thaddeus Arroyo | $140,000 | $200,035 | $340,035 | ||||||||||||
Robert H.B. Baldwin, Jr. | $120,000 | $200,035 | $320,035 | ||||||||||||
John G. Bruno | $140,000 | $200,035 | $340,035 | ||||||||||||
Kriss Cloninger III | $170,000 | $200,035 | $370,035 | ||||||||||||
William I Jacobs(3) | $120,000 | $200,035 | $320,035 | ||||||||||||
Joia M. Johnson | $120,000 | $200,035 | $320,035 | ||||||||||||
Ruth Ann Marshall | $120,000 | $200,035 | $320,035 | ||||||||||||
Connie D. McDaniel | $140,000 | $200,035 | $340,035 | ||||||||||||
William B. Plummer | $150,000 | $200,035 | $350,035 | ||||||||||||
John T. Turner | $120,000 | $200,035 | $320,035 | ||||||||||||
M. Troy Woods | $215,000 | $254,980 | $469,980 | ||||||||||||
| (1) | Represents basic and supplemental cash retainers earned during |
42 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
| (2) | Represents the aggregate grant date fair value of awards of stock granted on April |
| (3) | William I Jacobs is not being re-nominated for election due to director age limitations under our corporate governance guidelines. |
The following table reflects the stock options for each non-employee director that were outstanding as of December 31, 2021.
Non-Employee Directors | Options Outstanding as of December 31, | ||||
F. Thaddeus | 4,822 | ||||
Robert H.B. Baldwin, Jr. | — | ||||
John G. Bruno | — | ||||
Kriss Cloninger | |||||
William I Jacobs | |||||
Joia M. | 3,123 | ||||
Ruth Ann Marshall | |||||
Connie D. | 17,106 | ||||
William B. Plummer | — | ||||
John T. | |||||
M. Troy | |||||
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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 is the only current director who participated in the deferred compensation plan during 2019.2021. 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).
30 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
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 Each of Directors
Any interested party may contact any individual director, ournon-employee or independent directors as a group, or all of our directors by directing such communications towas in compliance with the applicable directors in carestock ownership guidelines as of the Corporate Secretary at our address at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326. Any correspondence received by the Corporate Secretary in accordance with the foregoing will be forwarded to the applicable director or directors.record date.
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 3143
Common Stock Ownership by Management
The following table sets forth information as of February 14, 202012, 2022 with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our NEOs, and (iii) the 16 persons, as a group, who were directors or NEOs of our Company on February 14, 2020.12, 2022.
Name and Address of Beneficial Owner(1) | Shares Beneficially Owned(2) | Shares Issuable Upon Exercise of Stock Options(3) | Total | Percentage of Class | Shares Beneficially Owned with Sole Voting and/or Sole Investment Power(2) | Shares Beneficially Owned with Shared Voting or Investment Power | Shares Issuable Upon Exercise of Stock Options(3) | Total | Percentage of Class | ||||||||||||||||||||||||||||||||||||
Named Executive Officers: | |||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | 432,388 | (4) | 229,996 | 662,384 | * | 530,935 | 282,233 | 813,168 | * | ||||||||||||||||||||||||||||||||||||
Cameron M. Bready | 99,399 | 45,284 | 144,683 | * | 170,261 | 85,973 | 256,234 | * | |||||||||||||||||||||||||||||||||||||
Paul M. Todd | 84,862 | 101,859 | 186,721 | * | 111,979 | 79,017 | 190,996 | * | |||||||||||||||||||||||||||||||||||||
Guido F. Sacchi | 34,662 | 31,629 | 66,291 | * | 63,875 | 54,464 | 118,339 | * | |||||||||||||||||||||||||||||||||||||
David L. Green | 58,177 | 50,416 | 108,593 | * | 97,806 | 52,535 | 150,341 | * | |||||||||||||||||||||||||||||||||||||
Non-Employee Director and Director Nominees: | |||||||||||||||||||||||||||||||||||||||||||||
F. Thaddeus Arroyo | 2,379 | 4,822 | 7,201 | * | 4,516 | 4,822 | 9,338 | * | |||||||||||||||||||||||||||||||||||||
Robert H.B. Baldwin, Jr. | 36,397 | — | 36,397 | * | 45,276 | — | 45,276 | * | |||||||||||||||||||||||||||||||||||||
John G. Bruno | 12,763 | — | 12,763 | * | 14,900 | — | 14,900 | * | |||||||||||||||||||||||||||||||||||||
Kriss Cloninger III | 36,150 | 11,394 | 47,544 | * | 38,786 | (4) | 5,281 | 44,067 | * | ||||||||||||||||||||||||||||||||||||
William I Jacobs | 25,988 | 7,224 | 33,212 | * | 17,325 | — | 17,325 | * | |||||||||||||||||||||||||||||||||||||
Joia M. Johnson | 2,950 | 3,123 | 6,703 | * | 6,777 | 3,123 | 9,900 | * | |||||||||||||||||||||||||||||||||||||
Ruth Ann Marshall | 38,799 | 3,224 | 42,023 | * | 41,216 | — | 41,216 | * | |||||||||||||||||||||||||||||||||||||
Connie D. McDaniel | 10,683 | 17,106 | 27,789 | * | 13,970 | 17,106 | 31,076 | * | |||||||||||||||||||||||||||||||||||||
William B. Plummer | 4,792 | — | 4,792 | * | 6,929 | — | 6,929 | * | |||||||||||||||||||||||||||||||||||||
John T. Turner(5) | 542,340 | 45,014 | 587,354 | * | |||||||||||||||||||||||||||||||||||||||||
John T. Turner | 4,641 | 972,095 | (5) | 43,571 | 1,020,307 | * | |||||||||||||||||||||||||||||||||||||||
M. Troy Woods(6) | 580,602 | 76,274 | 656,876 | * | |||||||||||||||||||||||||||||||||||||||||
M. Troy Woods | 509,984 | 83,226 | 593,210 | * | |||||||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers as a Group | 2,003,331 | 627,365 | 2,630,696 | * | |||||||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers as a Group(16) | 1,679,176 | 972,095 | (5) | 711,351 | 3,362,622 | 1.19 | % | ||||||||||||||||||||||||||||||||||||||
| * | Less than one percent. |
| (1) | The address of each of the directors and officers listed is c/o Global Payments Inc., 3550 Lenox Road, Atlanta, Georgia 30326. |
Includes the number of shares of common stock the person “beneficially owns,” as defined 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 |
| (5) |
|
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3244 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Common Stock Ownership byNon-Management Shareholders
The following table sets forthBelow is information as of February 14, 2020 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 beregarding the beneficial ownersownership of our securities by each person known to us to beneficially own more than 5% of the outstanding sharesany class of our common stock.securities as of March 17, 2022:
| 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 | ||||||||||||||||
BlackRock, Inc. | 20,578,958 | 6.8 | % | 18,521,387 | 6.4 | % | ||||||||||||||
T. Rowe Price Associates, Inc.(3) | 37,947,964 | 12.6 | % | |||||||||||||||||
Wellington Management Group LLP(2) | 17,677,094 | 6.1 | % | |||||||||||||||||
The Vanguard Group | 23,995,318 | 7.98 | % | 23,330,940 | 8.0 | % | ||||||||||||||
T. Rowe Price Associates, Inc.(4) | 16,949,743 | 5.8 | % | |||||||||||||||||
| (1) |
|
This information is contained in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on |
| (2) | This information is contained in a Schedule 13G filed by Wellington Management Group LLP with the SEC on February 4, 2022. Wellington Management Group LLP reported no sole dispositive power and no sole voting power, shared dispositive power for 17,677,046 shares, and shared voting power for 15,287,627 shares. The address of Wellington Management Company LLP is 280 Congress Street, Boston, MA 02210. |
| (3) | This information is contained in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2022. The Vanguard Group reported sole dispositive power for 22,150,949 shares, shared dispositive power for 1,179,991 shares, sole voting power for 0 shares, and shared voting power for 473,458 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
| (4) | This information is contained in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. with the SEC on February 14, |
|
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 3345
Biographical Information About Our Named Executive Officers
Biographical and other information about each of our current NEOs is set forth below, except for Mr. Sloan, our Chief Executive Officer, whose biographical information is provided above under “Other Directors”“Director Nominees” beginning on page 16.24.
| Name | Age | Current Position | Position with Global Payments and Other Principal Business Affiliations | |||||||||
Cameron M. Bready |
| 50 |
President and Chief Operating Officer |
President and Chief Operating Officer (since September 2019); Senior Executive Vice President and Chief Financial Officer (March 2017 | ||||||||
Paul M. Todd |
| 51 |
Senior Executive Vice Financial Officer |
Senior Executive Vice President and Chief Financial Officer (since September 2019); Senior Executive Vice President and Chief Financial Officer of TSYS (July 2014 | ||||||||
Dr. Guido F. Sacchi |
| 58 |
Senior Executive Vice President and Chief Information Officer |
Senior Executive Vice President and Chief Information Officer (since March 2019); Executive Vice President and Chief Information Officer of the Company (August 2013 — March 2019); 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 |
| 54 |
Senior Executive Vice Counsel and Corporate Secretary |
Senior Executive Vice President, General Counsel and Corporate Secretary (since September 2019); Executive Vice President, General Counsel and Corporate Secretary | ||||||||
There are no arrangements or understandings between any of our NEOs 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.
The Company has adopted a Code of Ethics for Senior Financial Officers that is applicable to the Chief Executive Officer and the Chief Financial Officer, and an Employee Code of Conduct and Ethics that is applicable to all employees. The codes deter wrongdoing and promote honest and ethical conduct, compliance with laws, rules and regulations and internal reporting of possible legal or ethics violations. In addition, the Company has adopted a Code of Conduct and Ethics applicable to directors. The Code of Ethics for Senior Financial Officers, the EmployeesEmployee Code of Conduct and Ethics and the Director Code of Conduct and Ethics are available on the Company’s website at:https://investors.globalpaymentsinc.com/corporate-governance.corporate-governance.
3446 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Proposal Two: Advisory Vote to Approve the 20192021 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 NEOs in 2019.2021. The vote, which is known as a“say-on-pay” vote, is intended to give our shareholders the opportunity to express their views on our NEOs’ compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. At last year’s annual meeting of shareholders, approximately 78%95% of the votes cast were cast in support of the compensation of our 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 NEOs 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 NEOs in 2019. 2021.
The vote regarding the compensation of the NEOs described in this Proposal No. 2 is advisory, and therefore, is not binding on us or our board. Although non-binding, our board values the opinions that shareholders express in their votes and will review the voting results and take them into consideration as it deems appropriate when making future decisions regarding our executive compensation programs. Our board of directors has adopted a policy providing for an annual say-on-pay vote. Unless our board of directors modifies this policy, the next say-on-pay vote will be held at our next annual shareholder meeting in 2023.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2021 COMPENSATION OF OUR
NEOs, AS DISCLOSED IN THIS PROXY STATEMENT.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 47
Compensation Discussion and Analysis
Table of Contents
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This Compensation Discussion and Analysis describes the compensation program for our NEOs for 2021.
| Name | Title | |
Jeffrey S. Sloan | Chief Executive Officer | |
Cameron M. Bready | President and Chief Operating Officer | |
Paul M. Todd | Senior Executive Vice President and Chief Financial Officer | |
Dr. Guido F. Sacchi | Senior Executive Vice President and Chief Information Officer | |
David L. Green | Senior Executive Vice President, General Counsel and Corporate Secretary | |
The COVID-19 pandemic has accelerated the ongoing digitization of payments. We are the beneficiaries of innovation in the ecosystem, including innovations such as digital wallets, buy now pay later offerings, QR codes and safer commerce.
We accomplished a great deal over the course of 2021 as we continued to advance our differentiated strategies for growth. This includes our partnership with Google to deliver innovative and seamless digital services to all manner of merchants worldwide; the expansion of our collaboration with AWS, our preferred issuer technology solutions partners, for unique distribution and cutting edge technologies; our successful acquisitions of Zego and MineralTree to advance our software leadership position with unmatched worldwide payments expertise; a strategic alliance with Virgin Money and our first use case post our merger with TSYS combining issuing and acquiring capabilities; and our partnership with Mercedes-Benz stadium to enable its multi-channel commerce ecosystem. And we are carrying that momentum into 2022 with our recent announcement that Global Payments is the finalist company in Caixabank’s selection process for a technology partner for its European card issuing business.
48 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Additionally, we realized our multi-year targets for revenue and expense synergies for the merger with TSYS more than one year ahead of schedule despite the impact of COVID-19. Our strong execution and achievements in 2021 provided us with the confidence to raise our financial targets for the next three to five years at our 2021 Investor Conference. And we accomplished all of this amidst a continuing pandemic and significant dislocation in the stock market for the financial technology sector.
Finally, in 2021 we officially joined the Fortune 500 list of the largest U.S. companies, realizing a goal we set when we began running the Company in 2013. Our accomplishments are a credit to our team members, who have made these results possible while continuing to support their colleagues and communities.
2021 Performance — Financial Highlights
$8.52B Total Revenues | 15.9% Operating Margin | $3.29 EPS |
| Record financial performance amid challenging operating environment continuing as a result of the pandemic | • Consolidated 2021 revenues increased 14.8%. • Operating income was $1,358.9 million, an increase of 52% over the prior year. • Net income attributable to Global Payments increased to $965.5 million compared to $584.5 million for the prior year. | |
| Advanced Capital Allocation Strategy | • $2,773 million total capital returned to shareholders. | |
For a detailed discussion of our financial results for 2021, see our Annual Report on Form 10-K for the year ended December 31, 2021.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 49
The following graph compares (i) the average share price performance of the S&P 500 Index, (ii) the total share price performance of our Company and (iii) the average share price performance of our peer group from December 31, 2016 through January 31, 2022.
Although our Company’s share price performance was negatively impacted in 2021 by an overall dislocation in the stock market for the financial technology sector, as of January 31, 2022, we have outperformed the S&P 500 over the last five years due to our consistent financial performance and outsized growth. In addition, as of January 31, 2022, we have outperformed the S&P 500 in 2022 by approximately 16.13%.
Total Share Price Performance vs. S&P 500 Index/Peer Company Average
Executive Compensation Policies and Practices
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 2019,2021, our executive compensation program aligned individual compensation with the short-term and long-term performance of our Company in ways such as the following:
Pay opportunities were appropriate to the size of our Company when compared to peer companies.
Our compensation program was heavily performance-based, using multiple measures for short-term incentives.
Performance metrics under our short-term incentive plan are adjusted to reflect acquisitions that we make during the year.
Long-term incentives were linked to shareholder value through performance units, stock options and time-based restricted stock that change in value as share price fluctuates.
Performance metrics for the target allocation of performance units will result in an eitherrequire sustained growth each year over a three-year period.
Payouts for the target allocation of performance units may be increased or decreased payout multiple based on our total shareholder return performance rank relative to the S&P 500 index.
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Perquisites are a minor part of our compensation program.
Excise taxgross-ups are not provided to any of our NEOs.
Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of our common stock falls.
Pursuant to our clawback policy, we may recoup the value of any annual or long-term incentive awards provided to any NEOs in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement.
Change-in-control severance provisions in employment agreements are double trigger.
The Compensation Committee engages independent compensation consultants.
The Compensation Committee certifies performance results for purposes of executive compensation.
We do notre-price or backdate stock options or issue discounted stock options.
We do not pay dividend equivalent rights with respect to performance units.
Impact of COVID-19 Pandemic on Executive Compensation
The short-term cash incentives awarded under our annual performance plan are 100% based on achievement of Company performance goals, equally weighted among adjusted earnings per share, which we refer to as adjusted EPS, adjusted net revenue and adjusted operating margin.
The metrics under which performance units are earned are based on the achievement of an annual adjusted EPS growth target each year, with the performance period results certified by the Compensation Committee each year and averaged over a three-year period, and then may be modified up or down based on the Company’s total shareholder return performance rank relative to the S&P 500 index, or the TSR modifier, at the end of the three-year performance period.
In 2020, the Company was on pace to exceed target performance goals under the short-term incentive plan and achieve maximum performance for 2020 under the metrics for our performance units. Because of the pandemic, however, each NEO volunteered in April 2020 to forego any short-term cash incentive payment, regardless of performance. Moreover, our CEO voluntarily chose to forgo 100% of his base salary for the period from April 2020 to December 2020 and each other NEO waived 50% of his base salary for the period from April 2020 through September 2020. As a result, our CEO received less than 10% of his targeted cash compensation in 2020.
Unlike what occurred at many companies, the Compensation Committee did not modify the performance goals set for the performance units to account for the pandemic. As a result, the adjusted EPS growth metric achievement for the performance units for 2020 was 0% and the 2019 performance units paid out at target. Because the performance units are averaged over a three-year period, the performance unit metrics set for 2020 prior to the pandemic have adversely impacted realized executive compensation for each of 2020 and 2021 and will do so again in 2022.
GLOBAL PAYMENTS INC.Shareholder Say-on-Pay Vote for 2020
At last year’s annual meeting of shareholders, approximately 95% |2020 Proxy Statement–of the votes cast were cast 35in support
The vote regardingof the compensation of theour NEOs as described in this Proposal No. 2 is advisory,our 2021 proxy statement, which included detailed disclosure of the 2021 BP&R performance unit awards (as defined below) and therefore, is not binding on us or our board. Althoughthe rationale for making such awards. The Compensation Committee evaluated the overwhelmingly positive results of the non-binding,say-on-pay our board valuesvote and, in light of the opinions that shareholders express in their votes and will review the voting results and take them into consideration as it deems appropriate when making future decisions regardingsubstantial support for our executive compensation programs. Our boardprogram, decided to retain the overall design of directors has adopted a policy providing for an annualsay-on-payour executive compensation program. vote. Unless
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 NEOs’ compensation program. The Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our board of directors modifies this policy,directors. Please refer to “Board and Corporate Governance — Contacting Our Board of Directors” on page 41 for information about communicating with the nextsay-on-pay vote will be held at our next annual shareholder meeting in 2021.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE 2019 COMPENSATION OF OUR
NEOs, AS DISCLOSED IN THIS PROXY STATEMENT.
36 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
Compensation Discussion and Analysis
Tableboard of Contentsdirectors.
| ||||
We experienced strong business and financial performance around the world during the year ended December 31, 2019. Highlights related to our financial condition and results of operations as of December 31, 2019 and for the year then ended include the following:
Consolidated revenues were $4,911.9 million and $3,366.4 million for the years ended December 31, 2019 and 2018, respectively. Consolidated revenues increased by 45.9% from 2018 to 2019.
Consolidated operating income was $791.4 million for the year ended December 31, 2019 compared to $737.1 million for 2018. Our operating margin for the year ended December 31, 2019 was 16.1%, compared to 21.9% for the year ended December 31, 2018.
Net income attributable to Global Payments was $430.6 million for the year ended December 31, 2019 compared to $452.1 million for 2018, and diluted earnings per share was $2.16 for the year ended December 31, 2019 compared to $2.84 for 2018.
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 3751
Over the12-month period from January 1, 2019 through December 31, 2019, our share price increased by approximately 78%, compared to an increaseElements of approximately 28% in the S&P 500 index. Our share price from January 1, 2015 through December 31, 2019 relative to the performance of our peer group and the S&P 500 index, which we joined in April 2016, is shown in the graph below.
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 January 1, 2015 through December 31, 2019, assuming reinvestment of dividends.Executive Compensation Program
Named Executive Officer Compensation Design, Elements and Pay Mix
The following charts show the mix of total target compensation in 2019 (reflecting the new compensation targets for base salary and short-term cash incentive set upon completion of the merger with TSYS)2021 for our Chief Executive Officer and the average of the other NEOs, as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.
CEO TOTAL TARGET COMPENSATION | OTHER NEOs TOTAL TARGET | |
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| * |
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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. NEOs are also subject to stock ownership guidelines, and the securitiesnumber of shares they are required to hold under those guidelines will continue to fluctuate with our share price.
2019 Compensation Highlights
The short-term cash incentives awarded under our annual performance plan incent and reward our NEOs for achievement of short-term goals aligned with our 2019 operating plan. The long-term incentive plan incents and
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rewards our NEOs for achievement of long-term goals measured over a multi-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.
Short-Term Cash Incentives
The short-term cash incentives awarded under our annual performance plan are 100% based on achievement of Company performance goals, equally weighted among adjusted earnings per share, which we refer to as adjusted EPS, adjusted net revenue plus network fees and adjusted operating margin. For 2019, each of our NEOs earned 160% 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 44.
Long-Term Incentive Plan Awards
The Compensation Committee grants equity-based compensation to our NEOs, consisting of performance units, stock options and restricted stock, to provide long-term incentives and align management and shareholder interests.
Performance Units. 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. The metrics under which performance units are earned are based on the achievement of an annual adjusted EPS growth target each year, with the results certified by the Compensation Committee each year of the performance period and averaged over a three-year performance period, and then modified up or down by the Company’s total shareholder return performance rank relative to the S&P 500 index, or the TSR modifier, at the end of the three-year performance period. The maximum possible payout is four times the target number of the performance units and the minimum payout is zero. 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. Stock options and restricted stock vest in equal installments on each of the first three anniversaries of the respective grant dates. The value of each of the long-term incentive awards changes as our share price changes, thereby aligning the interests of our NEOs with those of our shareholders. Awards under our long-term incentive plan for 2019 are discussed below under “Compensation Discussion and Analysis — Long-Term Incentive Plan” beginning on page 46.
The following individuals are identified as NEOs pursuant to SEC rules for the purpose of describing our compensation for 2019:
Jeffrey S. Sloan, Chief Executive Officer;
Cameron M. Bready, President and Chief Operating Officer;
Paul M. Todd, Senior Executive Vice President and Chief Financial Officer;
Dr. Guido F. Sacchi, Senior Executive Vice President and Chief Information Officer; and
David L. Green, Senior Executive Vice President, General Counsel and Corporate Secretary.
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 to the 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
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 39
complex, growth-oriented and global businesses. Our objective is to maintain a compensation program that will allow us to:
support the financial and business objectives of our organization;
attract, motivate and retain highly qualified executives;
create an environment where performance is expected and rewarded;
deliver an externally competitive and transparent total compensation structure; and
align the interests of our NEOs with our shareholders.
In order to achieve these results, our Compensation Committee believes our program must:
provide our NEOs with total compensation opportunities at levels that are competitive for comparable positions in a highly competitive industry;
provide variable,at-risk incentive award opportunities that are payable only if specific goals are achieved;
provide significant upside opportunities for outstanding performance;
align our NEOs’ interests with those of our shareholders by making stock-based incentives a core element of our NEOs’ compensation; and
protect our competitive position by prohibiting our NEOs from competing with our Company for a specified period of time following termination of employment.
Our Compensation Committee also considers and assesses potential risk and risk mitigation factors in our compensation program. For 2019, our Compensation Committee concluded that our compensation practices are balanced, do not encourage excessive risk taking by our NEOs, 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, 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 rules, and determined that FWC is independent. FWC took guidance from and reported directly to the Compensation 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 NEOs during 2019. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for 2019, FWC performed the following services:
Conducted market reviews and analyses for our NEOs to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;
Prepared tally sheets on our NEOs to allow the Compensation Committee to review the reasonableness of the total wealth accumulated during each executive’s tenure with our Company and to show the impact on our Company in the event of a termination of employment; and
Attended Compensation Committee meetings, as requested by the committee, to discuss these items.
All services performed for us by FWC during 2019 were related to executive andnon-employee director compensation.
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Market Data
Our Compensation Committee considers the compensation programs and practices and resulting NEO compensation opportunities and levels of selected other companies to assist it in setting our NEOs’ compensation to ensure that it remains competitive. As a result of the merger with TSYS, the Compensation Committee, in consultation with FWC, revised our peer group to reflect the size, scale and complexity of the combined company. Our peer group for 2019 was updated to include the below listed companies. The companies in the peer group were chosen because (i) each company in the peer group is in the technology industry; (ii) each company in the peer group is publicly traded; (iii) at the time the peer group was constructed, our revenues and market cap were near the median of the group as a whole; and (iv) we compete for talent with many of these companies.
In connection with the Compensation Committee setting the NEO compensation for 2019, FWC collected and analyzed comprehensive market data. FWC presented market figures representing competitive ranges for base salary, target short-term incentive opportunity, and long-term incentive opportunity.
Role of Named Executive Officers
In 2019, our Chief Executive Officer developed compensation recommendations for the 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. FWC examined market data from our peer group and analyzed compensation for comparable positions to our 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 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 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.
ShareholderSay-on-Pay Vote for 2018 and Compensation Actions Taken
In 2019, we conducted an expansive shareholder outreach program to gauge support for our executive compensation practices, among other topics. Our management, together with the Chairman of the Compensation Committee, engaged with twenty of our top twenty-four shareholders, including both active and passive investors, representing approximately 65% of our total shares outstanding. The feedback we received from shareholders regarding our executive compensation program was positive, and the general shareholder feedback we received indicated that our investors did not have significant issues with either our program or the compensation mix of our Chief Executive Officer or any of our other officers. At last year’s annual meeting of shareholders, approximately 78% of the votes cast were cast in support of the compensation of our NEOs. The Compensation Committee considered this a positive result and concluded that the shareholders support the compensation paid to our NEOs and our overall pay practices. In light of this support, the Compensation Committee decided to retain the overall design of our executive compensation program.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 41
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 NEOs 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 “Board and Corporate Governance — Contacting Our Board of Directors” on page 31 for information about communicating with the board of directors.
Elements of Executive Compensation Program
The following executive pay at target levels were approved in February 2019 by the Compensation Committee for 2019:2021:
Name | Base Salary | % of Total | Target Short-Term Cash Incentive | % of Total | Target Equity | % of Total | Total | Base Salary | % of Total | Target Short-Term Cash Incentive | % of Total | Target Long-Term Equity Incentives(1) | % of Total | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,000,000 | 7 | % | $ | 1,600,000 | 12 | % | $ | 11,000,000 | 81 | % | $ | 13,600,000 | $1,000,000 | 6 | % | $1,750,000 | 10 | % | $14,500,000 | 84 | % | $17,250,000 | |||||||||||||||||||||||||||||||||||||||
Cameron M. Bready | $ | 595,000 | 13 | % | $ | 654,500 | 15 | % | $ | 3,250,000 | 72 | % | $ | 4,499,500 | $700,000 | 10 | % | $805,000 | 12 | % | $5,315,000 | 78 | % | $6,820,000 | |||||||||||||||||||||||||||||||||||||||
Paul M. Todd | $680,000 | 13 | % | $714,000 | 14 | % | $3,800,000 | 73 | % | $5,194,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Guido F. Sacchi | $ | 515,000 | 19 | % | $ | 515,000 | 19 | % | $ | 1,750,000 | 62 | % | $ | 2,780,000 | $575,000 | 14 | % | $575,000 | 14 | % | $3,000,000 | 72 | % | $4,150,000 | |||||||||||||||||||||||||||||||||||||||
David L. Green | $ | 510,000 | 22 | % | $ | 459,000 | 20 | % | $ | 1,325,000 | 58 | % | $ | 2,294,000 | $550,000 | 16 | % | $550,000 | 16 | % | $2,400,000 | 68 | % | $3,500,000 | |||||||||||||||||||||||||||||||||||||||
| (1) |
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The annual compensation program also includes other benefits, including limited perquisites andnon-qualified deferred compensation, plan, as described below.
Compensation Actions Following Completion of Merger with TSYS
Adjustments to Base Salary and Short-Term Cash Incentive
Effective September 22, 2019, the Compensation Committee, in consultation with FWC, revised our peer group to reflect the size, scale and complexity of the combined company and, after considering, among other inputs, the market data on comparable positions provided by FWC from our revised peer group, approved the following adjustments to salary and the target short-term cash incentive for our NEOs, other than Mr. Sloan. The Compensation Committee did not increase any of the components of Mr. Sloan’s compensation following the merger with TSYS. The increases to base salary and target short-term incentive opportunities for the NEOs, other than Mr. Sloan, were prorated for the period between September 22, 2019 and December 31, 2019.
Name | Base Salary at the end of December 31, 2019 | Target Short-Term Cash Incentive the end of December 31, 2019 | ||||||||
Cameron M. Bready | $700,000 | $805,000 | ||||||||
Paul M. Todd | $680,000 | $714,000 | ||||||||
Guido F. Sacchi | $575,000 | $575,000 | ||||||||
David L. Green | $550,000 | $550,000 | ||||||||
Synergy Awards
On September 18, 2019, we completed our transformative merger with TSYS. The purchase price for the merger exceeds all of our prior acquisitions combined. The Compensation Committee, with input from its independent consultant, adopted a synergy incentive program intended to award participants, including our NEOs, for achieving synergy goals in connection with this landmark transaction. The merger is expected to deliver cost and annualrun-rate revenue synergies primarily through combining business operations, aligninggo-to-market strategies, streamlining technology infrastructure, eliminating duplicative corporate and operational functions,
42 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
scale efficiencies, and cross-selling complementary technology solutions through the combined direct distribution network.
The program is designed to incentivize the participants to maximize synergies related to the merger. Aligning the synergy initiatives of the TSYS merger to the compensation of our key personnel, including our NEOs, will drive the achievement of the initiatives which, in turn, will increase the accretive nature of the transaction and create value for our shareholders, much as we did with the Heartland merger.
The awards to the NEOs are in the form of performance-based units that are eligible to vest based on achievement of cost and revenue synergy goals, as described below, over a three-year performance period. The grant date fair value of the synergy performance units is included in the Summary Compensation Table for the 2019 calendar year. The Compensation Committee further determined that, during the performance period for the synergy incentive program, it would include the value of the synergy performance units when determining annual NEO compensation.
Under the synergy incentive program, the performance units are earned based upon the achievement ofpre-established synergy goals set by our Compensation Committee for the three-year performance period from September 18, 2019 to September 18, 2022. The number of shares issued, if any, will be based on the Company’s achievement of target cost synergies of at least $350 million and target revenue synergies of at least $125 million. The resulting payout multiple for cost synergies and revenue synergies would be averaged together to determine the payout multiple applied to the target award, and will range from 0% to 200% of target for our Chief Executive Officer and 0% to 300% of target for our other NEOs. However, if target performance is not achieved for either cost synergies or revenue synergies, then the payout multiple applied to the target award will be capped at a maximum of 100% of target.
The following chart summarizes the target and maximum award opportunities pursuant to the synergy incentive program for each of our NEOs.
Name | Target | Target Number of Synergy Performance Units Granted(1) | Maximum Number of Synergy Performance Units | ||||||||||||
Jeffrey S. Sloan | $ | 4,500,000 | 27,381 | 54,762 | |||||||||||
Cameron M. Bready | $ | 4,000,000 | 24,339 | 73,017 | |||||||||||
Paul M. Todd | $ | 2,000,000 | 12,170 | 36,510 | |||||||||||
Guido F. Sacchi | $ | 2,000,000 | 12,170 | 36,510 | |||||||||||
David L. Green | $ | 2,000,000 | 12,170 | 36,510 | |||||||||||
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Depending on the Compensation Committee’s certification of the achievement of the synergy goals as presented by an independent accounting firm, each of the NEOs may earn an award up to the maximum award set forth above. 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. Our Compensation Committee has the final authority to determine whether a specific item qualifies as cost savings under the synergy incentive program. Half of any earned synergy performance units will convert into unrestricted shares on September 18, 2022 and the remaining units will convert to unrestricted shares on September 18, 2023.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 43
Base salary provides our NEOs with a level of compensation consistent with their responsibilities, experience and performance in relation to comparable positions in the marketplace. The Compensation Committee reviews the base salaries of our NEOs annually and may do so more frequently upon a change in circumstances. The Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO.
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Base salary represented 7%6% of our Chief Executive Officer’s total compensation target and 18%an average of 13% of the total compensation target for our other NEOs (on an average basis and excluding Mr. Todd who joined the Company on September 18, 2019).NEOs. It is the one component of compensation that does not fluctuate with either our Company’s performance and/or the value of our stock. The
During the Compensation Committee’s annual review of base salaries for our NEOs in effect at the end of 2019, compared to their base salaries in effect at the end of 2018, are set forth below:
Name | Base Salary at the end of December 31, 2019 | 2018 | % Change | ||||||||||||
Jeffrey S. Sloan | $ | 1,000,000 | $ | 1,000,000 | 0 | % | |||||||||
Cameron M. Bready | $ | 700,000 | $ | 585,000 | 20 | % | |||||||||
Paul M. Todd | $ | 680,000 | — | — | |||||||||||
Guido F. Sacchi | $ | 575,000 | $ | 500,000 | 15 | % | |||||||||
David L. Green | $ | 550,000 | $ | 500,000 | 10 | % | |||||||||
The Compensation Committee determined to increase the salaries of Messrs. Bready and Green and Dr. Sacchi in February 2019 after considering, among other inputs, market data on the median level of compensation for comparable positions, retention, internal equity, individual development and succession planning. The Compensation Committee also2021, they considered Mr. Sloan’s assessment of Messrs. Bready and Green and Dr. Sacchi.
In connection with the completion of the merger with TSYS in September 2019, the Compensation Committee engaged FWC to review the Company’s competitive peer group and to update its review and competitive assessment of the Company’s executive compensation program based on the updated peer group, if any. Based on such assessment, the Compensation Committee determined to revise the peer group as set forth on page 41, and increase the salaries of Messrs. Bready and Green and Dr. Sacchi again in September 2019. The Compensation Committee did not increase Mr. Sloan’s salary in 2019.
The Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. The Compensation Committee makes each assessment taking into consideration the competitiveness of each NEO’s pay opportunity relative to comparable positions in the Company’s peer group, the quality and effectiveness of each NEO’s leadership and their respective contribution to the Company’s financial and operational success, as well as the totality of the executive’s performance.
In consultation with its independent consultant, the Compensation Committee decided, particularly in light of the pandemic’s continuing impact on the Company’s financial performance, that it would not adjust the base salaries of our NEOs for 2021. Accordingly, our NEOs did not receive an increase to their base salary in 2021, although non-NEO team members generally received salary increases in 2021. Our NEOs’ salaries have remained at the same salary level since the closing of the merger with TSYS in September 2019. Moreover, as a result of the pandemic, our CEO voluntarily chose to forgo 100% of his base salary for the period from April 2020 to December 2020 and each other NEO waived 50% of his base salary for the period from April 2020 through September 2020.
Under our short-term incentive plan, we provide our NEOs 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 NEOs to earn variableat-risk cash.
Target Bonus Opportunities
In February 2021, our Compensation Committee determined to continue the following target bonus opportunities for each of the NEOs, expressed as a percentage of base salary, which had been set at the time of the merger with TSYS. These target bonus opportunities were originally approved in September 2019 at the time of the merger with TSYS and were set to ensure market competitive total cash compensation opportunities relative to our peer group.
The Compensation Committee considers adjustments to target bonus opportunities on an annual basis and may do so more frequently upon a change in circumstances.
Annual Target Bonus Opportunity | % of Base Salary | |||||||||
Jeffrey S. Sloan | $1,750,000 | 175% | ||||||||
Cameron M. Bready | $805,000 | 115% | ||||||||
Paul M. Todd | $714,000 | 105% | ||||||||
Guido F. Sacchi | $575,000 | 100% | ||||||||
David L. Green | $550,000 | 100% | ||||||||
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As discussed above, upon completion of the merger with TSYS, after review of the market data for bonus target opportunity and target total cash compensation opportunity for comparable positions with our peer group, as updated after the completion of the merger with TSYS, our Compensation Committee approved the following target bonus opportunities for each of the NEOs, expressed as a percentage of base salary. The Compensation Committee did not increase the target bonus opportunity of Mr. Sloan in 2019 following the completion of the merger with TSYS.
Target Bonus Opportunity(1) | % of Base Salary | |||||||||
Jeffrey S. Sloan | $ | 1,600,000 | 160 | % | ||||||
Cameron M. Bready | $ | 805,000 | 115 | % | ||||||
Paul M. Todd | $ | 714,000 | 105 | % | ||||||
Guido F. Sacchi | $ | 575,000 | 100 | % | ||||||
David. L. Green | $ | 550,000 | 100 | % | ||||||
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The Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each NEO’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 2019,2021, 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 plus network fees and adjusted operating margin. See Appendix A to this proxy statement for a description of the calculation of these measures. We use these performance metrics to set goals for and to determine incentive compensation.
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 NEO could earn from 0% to 200% of the target opportunity.
Degree of Performance Attainment | Adjusted EPS | Adjusted Net Revenue Plus Network Fees Weighted 33% | Adjusted Operating Margin Weighted 33% | Total Opportunity | ||||||||||||||||
Maximum | 200 | % | 200 | % | 200 | % | 200 | % | ||||||||||||
Target | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||
Threshold | 50 | % | 50 | % | 50 | % | 50 | % | ||||||||||||
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 53
Degree of Performance Attainment | Adjusted EPS Weighted 33% | 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% | |||||||||||||
The following table sets forth the range of goals adjusted for the impact of the merger with TSYS, for the performance measures for 2019,2021, our actual performance results for such period and the resulting payouts.actual performance payout results.
| Performance / Payout | Adjusted EPS | Adjusted Net Revenue Plus Network Fees (millions) | Adjusted Operating Margin | Adjusted EPS | Adjusted Net Revenue (millions) | Adjusted Operating Margin | ||||||||||||||||||||||||
Performance thresholds: |
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Maximum | $ | 6.25 | $ | 5,793 | 32.1 | % | $7.92 | $7,721 | 41.6% | |||||||||||||||||||||
Target | $ | 5.95 | $ | 5,679 | 31.6 | % | $7.76 | $7,645 | 41.4% | |||||||||||||||||||||
Threshold | $ | 5.65 | $ | 5,565 | 31.1 | % | $7.22 | $7,033 | 40.9% | |||||||||||||||||||||
Actual 2019 performance | $ | 6.23 | $ | 5,644 | 32.3 | % | ||||||||||||||||||||||||
Actual 2021 Performance | $8.16 | $7,738 | 41.8% | |||||||||||||||||||||||||||
Actual payout | 195% | 85% | 200 | % | ||||||||||||||||||||||||||
Actual Performance Payout Results | 200% | 200% | 200% | |||||||||||||||||||||||||||
Consistent with the leadership shown throughout the ongoing pandemic by the board of directors and senior management, the Compensation Committee exercised its discretion to reduce the short term incentive payouts to 100% for each NEO and forgo the remaining cash compensation which would have resulted based on actual performance.
In February 2022, the Compensation Committee granted awards of restricted shares of our common stock to each NEO in an amount equal to the cash compensation which the Compensation Committee reduced in its discretion. Such awards will vest one year from the date of the grant.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 45
Payouts for Short-Term Incentive Plan
The following table summarizes the final short-termfinal-short-term incentive plan payouts for each NEO based on performance in 20192021 for each performance metric and in total:actual payout.
| Name | Adjusted EPS | Adjusted Net Revenue Plus Network Fees | Adjusted Operating Margin | Total Payout(1) | Payout | ||||||||||||||||||||
Jeffrey S. Sloan | $ | 1,040,000 | $ | 453,333 | $ | 1,066,667 | $ | 2,560,000 | 160 | % | |||||||||||||||
Cameron M. Bready | $ | 452,494 | $ | 197,241 | $ | 464,097 | $ | 1,113,832 | 160 | % | |||||||||||||||
Paul M. Todd | $ | 128,422 | $ | 55,979 | $ | 131,715 | $ | 316,116 | 160 | % | |||||||||||||||
Guido F. Sacchi | $ | 345,542 | $ | 150,621 | $ | 354,402 | $ | 850,565 | 160 | % | |||||||||||||||
David L. Green | $ | 314,718 | $ | 137,185 | $ | 322,787 | $ | 774,690 | 160 | % | |||||||||||||||
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| Name | Adjusted EPS | Adjusted Net Revenue | Adjusted Operating Margin | Actual Cash Payout | Payout % | ||||||||||||||||||||
Jeffrey S. Sloan | $583,334 | $583,333 | $583,333 | $1,750,000 | 100% | ||||||||||||||||||||
Cameron M. Bready | $268,334 | $268,333 | $268,333 | $805,000 | 100% | ||||||||||||||||||||
Paul M. Todd | $238,000 | $238,000 | $238,000 | $714,000 | 100% | ||||||||||||||||||||
Guido F. Sacchi | $191,666 | $191,667 | $191,667 | $575,000 | 100% | ||||||||||||||||||||
David L. Green | $183,334 | $183,333 | $183,333 | $550,000 | 100% | ||||||||||||||||||||
Each year, we grant long-term incentive awards, which we refer to as LTIs, to our NEOs 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 at our 2016 annual shareholders meeting. All grants of LTIs to our NEOs were approved by the Compensation Committee and are based on target values consistent with each NEO’s responsibilities, experience and performance relative to comparable positions in the marketplace. LTIs align the NEOs’ interests with those of the shareholders by linking their compensation to our share price.
In determining the LTI awards for each NEO in early 2021 and increasing the individual NEO’s LTI target opportunity for 2021, the Compensation Committee considered the market data for LTI awards and target total direct compensation opportunities for comparable positions within our peer group, as of February 2019, as reflected in the FWCannual F W Cook report, the Compensation Committee’s general assessment of the Chief Executive Officer, and the Chief
54 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Executive Officer’s assessment and recommendations with respect to the other NEOs. The Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each NEO’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 valuetarget allocation of the February 20192021 LTI awards for our NEOs is reflected in the following table (at target):table:
| Name | Performance Units | Stock Options | Restricted Stock | Total | ||||||||||||||||
Jeffrey S. Sloan | $ | 5,500,000 | $ | 2,750,000 | $ | 2,750,000 | $ | 11,000,000 | ||||||||||||
Cameron M. Bready | $ | 1,625,000 | $ | 812,500 | $ | 812,500 | $ | 3,250,000 | ||||||||||||
Paul M. Todd(1) | — | — | — | — | ||||||||||||||||
Guido F. Sacchi | $ | 875,000 | $ | 437,500 | $ | 437,500 | $ | 1,750,000 | ||||||||||||
David L. Green | $ | 662,500 | $ | 331,250 | $ | 331,250 | $ | 1,325,000 | ||||||||||||
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| Name | Performance Units | Stock Options | Restricted Stock | Total | ||||||||||||||||
Jeffrey S. Sloan | $7,250,000 | $3,625,000 | $3,625,000 | $14,500,000 | ||||||||||||||||
Cameron M. Bready | $2,657,500 | $1,328,750 | $1,328,750 | $5,315,000 | ||||||||||||||||
Paul M. Todd | $1,900,000 | $950,000 | $950,000 | $3,800,000 | ||||||||||||||||
Guido F. Sacchi | $1,500,000 | $750,000 | $750,000 | $3,000,000 | ||||||||||||||||
David L. Green | $1,200,000 | $600,000 | $600,000 | $2,400,000 | ||||||||||||||||
Approximately half of the grant valuetarget allocation of LTIs granted to our NEOs in February 20192021 was in the form of performance units (expressed at target), approximately 25% was in the form of stock options, and approximately 25% was in the form of time-based restricted shares of common stock. In determining the appropriate mix of LTIs, the Compensation Committee took into account competitive market practices of peer group companies, its belief that a blend of equity awards provideshas both an incentive and retention effect, and its belief that the utilizationgranting multiple types of the various LTI awards mitigates compensation risk that may be associated with the use of a single LTI vehicle.
46 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
2021 Performance Units
In February 2019,2021, our Compensation Committee granted approximately 50% of the grant valuetarget allocation of the total 20192021 LTI awards to our NEOs in performance units. The performance units granted to our NEOs in 2019 are2021 may be earned based on the growth of our annual adjusted EPS, as modified at the end of the three-year performance period by the TSR modifier. The maximum possible payout is four times the target number of the performance units. The minimum payout is zero.
At the beginning of the performance period, both the threshold, target and maximum annual adjusted EPS growth rates and the TSR modifier 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 or decrease over the actual results from the prior year, assuming constant currencies. As a result, payouts for the second and third year of the performance period require sustained growth over the 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 TSR modifier is determined based on the Company’s total shareholder return performance rank relative to the S&P 500 index over the entire three-year performance period. The payout percentage from the achievement of the average adjusted EPS growth rates, as determined above, is thenmay be modified up or down by the TSR modifier, to obtain a final payout percentage. This design rewards our NEOs for strong adjusted EPS growth and relative total shareholder return performance.
Earned performance units will convert into unrestricted shares following 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.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 55
The following table summarizes the grant value and target number of performance units to each of the NEOs in 2019:2021.
| Name | Target Allocation to Performance Units | Number of Performance Units Granted(1) | Target Allocation to Performance Units | Number of Performance Units Granted(1) | ||||||||||||||||
Jeffrey S. Sloan | $ | 5,500,000 | 42,896 | $7,250,000 | 36,979 | |||||||||||||||
Cameron M. Bready | $ | 1,625,000 | 12,674 | $2,657,500 | 13,555 | |||||||||||||||
Paul M. Todd | — | — | $1,900,000 | 9,691 | ||||||||||||||||
Guido F. Sacchi | $ | 875,000 | 6,825 | $1,500,000 | 7,651 | |||||||||||||||
David L. Green | $ | 662,500 | 5,167 | $1,200,000 | 6,121 | |||||||||||||||
| (1) | The number of units was calculated by taking the target value divided by our share price on the grant date ($ |
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GLOBAL PAYMENTS INC. |2020 Proxy Statement– 47
Payout of 2017 Fiscal Year Performance Units
In each year of the most recently completed three-year performance period beginning January 1, 2017 and ending December 31, 2019, the Company achieved adjusted EPS growth at or above the maximum level, as calculated pursuant to the terms of the 2017 fiscal year awards. As a result, the 2017 fiscal year performance units were earned at 200% of target, as follows:
| Name | Shares Earned at End of Performance Period | Value at Vesting(1) | ||||||||
Jeffrey S. Sloan | 75,520 | $ | 13,786,931 | |||||||
Cameron M. Bready | 19,396 | $ | 3,540,934 | |||||||
Guido F. Sacchi | 12,752 | $ | 2,328,005 | |||||||
David L. Green | 11,228 | $ | 2,049,784 | |||||||
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Stock Options
In February 2019,2021, our Compensation Committee granted approximately 25% of the target 20192021 LTI valueallocation 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. During 2019,2021, the Compensation Committee approved the following stock option grants to the NEOs:
Name | Target Allocation to Stock Options | Number of Stock Options Granted(1) | Target Allocation to Stock Options | Number of Stock Options Granted(1) | ||||||||||||||||
Jeffrey S. Sloan | $ | 2,750,000 | 69,445 | $3,625,000 | 54,933 | |||||||||||||||
Cameron M. Bready | $ | 812,500 | 20,518 | $1,328,750 | 20,136 | |||||||||||||||
Paul M. Todd | — | — | $950,000 | 14,397 | ||||||||||||||||
Guido F. Sacchi | $ | 437,500 | 11,048 | $750,000 | 11,366 | |||||||||||||||
David L. Green | $ | 331,250 | 8,365 | $600,000 | 9,093 | |||||||||||||||
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Time-Based Restricted Stock
In 2019,February 2021, our Compensation Committee granted approximately 25% of the total 2019target 2021 LTI valueallocation in 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 share price. The restricted shares vest in equal installments on each of the first three anniversaries of the grant date.
4856 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Our NEOs received the following number of restricted shares in 2019:2021:
Name | Target Allocation to Restricted Shares | Number of Restricted Shares Granted(1) | Allocation to Restricted Shares | Number of Restricted Shares Granted(1) | ||||||||||||||||
Jeffrey S. Sloan | $ | 2,750,000 | 21,488 | $3,625,000 | 18,490 | |||||||||||||||
Cameron M. Bready | $ | 812,500 | 6,337 | $1,328,750 | 6,778 | |||||||||||||||
Paul M. Todd | — | — | $950,000 | 4,846 | ||||||||||||||||
Guido F. Sacchi | $ | 437,500 | 3,413 | $750,000 | 3,826 | |||||||||||||||
David L. Green | $ | 331,250 | 2,584 | $600,000 | 3,061 | |||||||||||||||
| (1) | The number of shares was calculated by dividing the |
Payout of 2019 Performance Units and 2021 Business Performance and Recovery (BP&R) Grants
2019 Performance Units Awards
The 2019 performance units could be earned based on achievement of annual adjusted EPS growth rates, subject to a TSR modifier. 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 year, assuming constant currencies. As a result, payouts for the second and third year of the performance period require sustained growth over the three-year period.
The Compensation Committee did not make any adjustments to the 2020 performance targets as a result of the business disruption from the COVID-19 pandemic. Accordingly, the adjusted EPS growth achievement level for 2019 was 300%, 2020 was 0% and 2021 was 300%, resulting in an average adjusted EPS growth achievement level of 200% for the three-year 2019-2021 performance period, instead of the 300% level to which the Company was tracking prior to the pandemic. The three-year TSR performance for the period resulted in a 50% payout reduction.
The 2019 performance units were thus earned at 100% of target, as follows:
| Name | Shares Earned at End of Performance Period | Value when Earned(1) | ||||||||
Jeffrey S. Sloan | 42,896 | $5,798,681 | ||||||||
Cameron M. Bready | 12,674 | $1,713,271 | ||||||||
Guido F. Sacchi | 6,825 | $922,604 | ||||||||
David L. Green | 5,167 | $698,475 | ||||||||
| (1) | Reflects the total value based upon the closing share price of $135.18 on December 31, 2021. |
Mr. Todd |
2021 BP&R Performance Units Awards
In February 2021, as previously described in our proxy statement for the 2021 annual shareholder meeting, the Compensation Committee granted one-time business performance and recovery awards in the form of performance unit awards to our NEOs (which we refer to as “BP&R performance units”) and service-based restricted stock awards to the rest of senior management in recognition of the leadership provided by senior management in navigating the Company through the pandemic and resulting economic crisis in 2020, and the need to maintain stability and incentivize and retain senior management to lead the Company as the pandemic continues.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 57
The BP&R performance units could be earned based on the achievement of an adjusted free cash flow (a non-GAAP metric) target for 2021, directly linking any payout under the awards to management’s ability to demonstrate the Company’s continuing economic recovery from the pandemic and value creation (see Appendix A to this proxy statement for a description of the calculation of this measure). The maximum payout is the target number of shares and the minimum payout is zero. The Compensation Committee sought to increase the retentive value of such awards for our NEOs and determined that the vesting of such awards will not accelerate upon a NEO’s retirement under his employment agreement.
For 2021, the Company exceeded the adjusted free cash flow metric, and, in February 2022, the Compensation Committee certified the performance for the BP&R performance units awards at 100% as set forth below. The awards converted into restricted shares of our common stock on the first anniversary of the grant date, with one-third vesting as of such date and the remaining two-thirds vesting ratably over the ensuing two years.
These awards were fully described in the Company’s 2021 proxy statement and, as referenced above, the Company’s shareholders overwhelmingly supported the Company’s compensation program at last year’s shareholder meeting, with over 95% voting in favor.
| Name | Shares Earned at End of Performance Period | Value when Earned(1) | ||||||||
Jeffrey S. Sloan | 27,200 | $3,676,896 | ||||||||
Cameron M. Bready | 12,887 | $1,742,065 | ||||||||
Paul M. Todd | 6,872 | $928,957 | ||||||||
Guido F. Sacchi | 7,948 | $1,074,411 | ||||||||
David L. Green | 6,652 | $899,217 | ||||||||
| (1) | Reflects the total value based upon the closing share price of $135.18 on December 31, 2021. |
Payout of 2019 Synergy Performance Units
The 2019 synergy performance units could be earned based on the achievement of synergy goals set by our Compensation Committee for the three-year performance period from September 18, 2019 to September 18, 2022. The number of shares issued, if any, would be based on the Company’s achievement of target cost synergies of at least $350 million and target revenue synergies of at least $125 million. The resulting payout multiple for cost synergies and revenue synergies would be averaged together to determine the payout multiple applied to the target award, and will range from 0% to 200% of target for our Chief Executive Officer and 0% to 300% of target for our other NEOs and other members of senior management who received synergy performance units. However, if target performance is not achieved for either cost synergies or revenue synergies, then the payout multiple applied to the target award will be capped at a maximum of 100% of target.
The Compensation Committee did not make any adjustments to the performance targets or the timing to achieve such targets as a result of the business disruption from the COVID-19 pandemic. Even with the business disruption from the pandemic, the synergy goals were met and exceeded in advance of the completion of the performance period. Accordingly, the Compensation Committee certified the achievement of the synergy goals at the maximum level, as verified by an independent accounting firm, and accelerated the vesting of the synergy performance units to August 3, 2021 for all members of senior management who received synergy performance units, including our NEOs. As a result, for our NEOs, the performance units converted to restricted shares of our common stock, with one-half vesting on that date and the remaining shares to vest on August 3, 2022.
58 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
The 2019 synergy performance units were earned at the maximum payout of 200% of target for the CEO and 300% of target for the other NEOs, as follows:
| Name | Shares Earned at End of Performance Period | Value when Earned(1) | ||||||||
Jeffrey S. Sloan | 54,762 | $9,285,992 | ||||||||
Cameron M. Bready | 73,017 | $12,381,493 | ||||||||
Paul M. Todd | 36,510 | $6,191,001 | ||||||||
Guido F. Sacchi | 36,510 | $6,191,001 | ||||||||
David L. Green | 36,510 | $6,191,001 | ||||||||
| (1) | Reflects the total value based upon the closing share price of $169.57 on August 3, 2021. |
Other perquisites are provided to help our NEOs be more productive and efficient and as a competitive compensation measure. They are limited in amount and the Company maintains a strict policy regarding the eligibility and use of these benefits, which include financial planning, access to an executive health program and personal use of the Company airplane. Annual NEO personal use of the plane is capped at 50 hours of flight time for the Chief Executive Officer, 25 hours of flight time for the President and Chief Operating Officer, and 15 hours for all other NEOs. To the extent an NEO or other employee uses the Company’s plane for personal travel without reimbursement to the Company, they are imputed compensation for tax purposes based on the Standard Industry Fare Level rates that are published by the IRS.
In addition, we may ask our NEOs and some of 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.
Our NEOs 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 eligible forms of compensation. In 2019,2021, none of our NEOs made any contributions to or withdrawals from the deferred compensation plan. In 2019, we addedaddition, the NEOs are eligible for a 401(k) restoration program to ournon-qualified deferred compensation plan, in which the employeea participant will continue to receive company match once they have reachedcontribute annually 5% of eligible pay up to the IRS income limit and are contributing on average annually 5% tolimit. The restoration Company match, which is contributed into the 401(k) plan. For 2019, the Company matchnon-qualified deferred compensation plan, has a three-year cliff vesting restriction.restriction for all NEOs. See “Compensation“Compensation of Named Executive Officers —Non-Qualified Deferred Compensation Plan”Plan” on page 5869 for more detail regarding the plan.
We are party to an employment agreement with each of our NEOs. These employment agreements provide benefits to our Company that, we believe, are necessary in order to attract and retain highly-qualified executives. Each NEO 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 NEO, but we do not provide for any excise taxgross-ups.
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:
support the financial and business objectives of our organization;
attract, motivate and retain highly qualified executives;
create an environment where performance is expected and rewarded;
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 4959
deliver an externally competitive and transparent total compensation structure; and
align the interests of our NEOs with our shareholders.
In order to achieve these results, our Compensation Committee believes our program must:
provide our NEOs with total compensation opportunities at levels that are competitive for comparable positions in a highly competitive industry;
provide variable, at-risk and performance-based incentive award opportunities that are payable only if specific goals are achieved;
provide significant upside opportunities for outstanding performance;
align our NEOs’ interests with those of our shareholders by making stock-based incentives a core element of our NEOs’ compensation; and
protect our competitive position by prohibiting our NEOs from competing with our Company for a specified period of time following termination of employment.
Our Compensation Committee also considers and assesses potential risk and risk mitigation factors in our compensation program. For 2021, our Compensation Committee concluded that our compensation practices are balanced, do not encourage excessive risk taking by our NEOs, and are not reasonably likely to have a material adverse effect on our Company.
Role of the Independent Compensation Consultant
Our Compensation Committee retained FW Cook as its independent compensation consultant. The Compensation Committee assessed the independence of FW Cook and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules, and determined that FW Cook is independent. FW Cook took guidance from and reported directly to the Compensation Committee. FW Cook 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 NEOs during 2021. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for 2021, FW Cook performed the following services:
Conducted market reviews and analyses for our NEOs to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;
Assessed the overall retention value of outstanding equity for our NEOs as well as CEO pay relative to company performance;
Reported on benchmarking practices of companies making updates to their executive compensation practices in light of COVID-19; and
Attended Compensation Committee meetings, as requested by the committee, to discuss these items.
All services performed for us by FW Cook during 2021 were related to executive and non-employee 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 it in setting our NEOs’ compensation to ensure that it remains competitive. The companies in the peer group were chosen, in consultation with FW Cook, because (i) each company in the peer group is in the technology industry; (ii) each company in the peer group is publicly traded; (iii) at the time the peer group was constructed, our revenues and market cap were near the median of the group as a whole; and (iv) we compete for talent with many of these companies.
60 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
• Adobe Inc. • Alliance Data Systems Corporation • Automatic Data Processing, Inc. • Broadridge Financial Solutions, Inc. • Cognizant Technology Solutions Corporation • Equifax Inc. • Fidelity National Information Services, Inc. • Fiserv, Inc. • FleetCor Technologies, Inc. | • Intercontinental Exchange • Intuit, Inc. • Mastercard Inc. • Paychex, Inc. • PayPal Holdings, Inc. • Salesforce.com, Inc. • Verisk Analytics, Inc. • VMware, Inc. |
The current peer group was selected in 2019 following our merger with TSYS. In 2021 FW Cook conducted a review based on the above criteria and recommended no changes to the peer group for 2022. In connection with the Compensation Committee setting NEO compensation for 2021, FW Cook collected and analyzed comprehensive market data. FW Cook presented market figures representing competitive ranges for base salary, target short-term incentive opportunity, and long-term incentive opportunity.
Role of Named Executive Officers
In 2021, our Chief Executive Officer developed compensation recommendations for the NEOs based on market data supplied by FW Cook, our Company’s performance relative to goals approved by the Compensation Committee and other individual contributions to our performance. FW Cook examined market data from our peer group and analyzed compensation for comparable positions to those of our NEOs. The Compensation Committee considered the Chief Executive Officer’s recommendations, in conjunction with the counsel of FW Cook and the market data, in determining the compensation elements for these NEOs. In considering the FW Cook report, the Compensation Committee primarily considered and reviewed the median level of compensation within the peer group. In setting actual compensation levels for our 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 FW Cook. Mr. Sloan did not participate in the Compensation Committee’s determination of his compensation.
Policy Regarding Timing of Equity Grants
Our Compensation Committee, in its discretion, typically makes the annual grant to all eligible employees shortly after the public disclosure of either the Company’s fourth quarter earnings release or the filing of the Company’s annual report, based upon the closing price of our common stock on the grant date. From time to time, our Compensation Committee may approve supplemental or othernon-recurring grants outside of our annual compensation program.
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 updated stock ownership guidelines for our NEOs and other members of senior management to foster equity ownership and align the interests of our management team, including our NEOs, with our shareholders. More specifically, within fivethree years of his or her initial appointment to the position, the executive is expected to beneficially own at least the number of shares as follows:
For the Chief Executive Officer: equal to 600% of his or her base salary;
For the President: equal to 400% of his or her base salary;
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 61
For the Chief Financial Officer and all other NEOs: equal to 300% of his or her base salary; and
For other select members of senior management: equal to 200% -— 300% of his or her base salary.
Additionally, each NEO is required to hold such shares until the NEO has met the applicable ownership guideline. Each of our NEOs was in compliance with the stock ownership guidelines as of the record date.
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 NEOs 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 NEOs. Prior to enactment of the Tax Cuts and Jobs Act of 2017 (the “Jobs Act”), qualifying “performance-based” compensation was not subject to the deduction limit if certain requirements were met.
However, the exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million will not be deductible. The Jobs Act provides for transition relief applicable to certain arrangements in place as of November 2, 2017. 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 NEOs, 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.
50 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
Report of Compensation Committee Members
The members of the Compensation Committee have reviewed and discussed the foregoing section entitled “Compensation Discussion and Analysis” with management. Based on such review and discussion, the 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 Annual Report on Form10-K for 2019.2021.
COMPENSATION COMMITTEE MEMBERS
John G. Bruno (Chair)
Kris Cloninger III
William I Jacobs
Joia M. Johnson
62 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 51
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 2019, 2018,2021, 2020, and 2017.2019.
| Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation(5) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan |
| 2019 | $ | 1,000,000 | $ | 14,045,285 | $ | 2,750,022 | $ | 2,560,000 | $ | 146,789 | $ | 20,502,096 |
| 2021 |
| $1,000,000 |
| $16,804,925 |
| $3,625,029 |
| $1,750,000 |
| $138,439 |
| $23,318,393 | ||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2018 | $ | 1,000,000 | $ | 9,950,022 | $ | 1,875,034 | $ | 3,958,667 | $ | 34,837 | $ | 16,818,560 | 2020 | td69,231 | td1,690,665 | $3,375,030 | $0 | td82,346 | td5,517,272 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 1,000,000 | $ | 4,500,048 | $ | 1,500,010 | $ | 2,101,333 | $ | 34,392 | $ | 9,135,783 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2019 | td,000,000 | td4,045,285 | td,750,022 | td,560,000 | td46,789 | td0,502,096 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ | 623,269 | $ | 6,820,333 | $ | 812,513 | $ | 1,113,832 | $ | 75,859 | $ | 9,445,796 |
| 2021 |
| $700,000 |
| $6,731,891 |
| td,328,775 |
| $805,000 |
| $85,002 |
| $9,650,968 | |||||||||||||||||||||||||||||||||||||||||||
President and Chief Operating Officer | 2018 | $ | 585,000 | $ | 2,494,011 | $ | 457,503 | $ | 2,152,700 | $ | 34,063 | $ | 5,723,277 |
| 2020 |
| $525,000 |
| $5,046,495 |
| td,312,506 |
| $0 |
| $97,766 |
| $6,981,767 | |||||||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 565,000 | $ | 1,155,759 | $ | 385,274 | $ | 667,830 | $ | 29,328 | $ | 2,803,191 | 2019 | $623,269 | $6,820,333 | $812,513 | td,113,832 | $75,859 | $9,445,796 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Paul M. Todd |
| 2019 | $ | 188,164 | $ | 2,000,140 |
| — | $ | 316,116 | $ | 60,844 | $ | 2,565,264 |
| 2021 |
| $680,000 |
| $4,353,861 |
| $950,058 |
| $714,000 |
| $53,474 |
| $6,751,393 | ||||||||||||||||||||||||||||||||||||||||||
Senior EVP and Chief Financial Officer | 2020 | $510,000 | $3,891,107 | $950,002 | $0 | $88,167 | $5,439,276 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | td88,164 | td,000,140 | — | $316,116 | $60,844 | td,565,264 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guido F. Sacchi |
| 2019 | $ | 531,154 | $ | 3,518,903 | $ | 437,501 | $ | 850,565 | $ | 67,761 | $ | 5,405,884 |
| 2021 |
| $575,000 |
| $3,931,953 |
| $750,042 |
| $575,000 |
| $65,053 |
| $5,897,048 | ||||||||||||||||||||||||||||||||||||||||||
Senior EVP and Chief Information Officer | 2018 | $ | 500,000 | $ | 1,454,151 | $ | 350,023 | $ | 1,811,167 | $ | 30,517 | $ | 4,145,858 | 2020 | $431,250 | td,631,746 | $687,545 | $0 | $89,139 | $3,839,680 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 485,000 | $ | 759,860 | $ | 253,258 | $ | 573,270 | $ | 29,328 | $ | 2,100,716 | 2019 | $531,154 | $3,518,903 | $437,501 | $850,565 | $67,761 | $5,405,884 | |||||||||||||||||||||||||||||||||||||||||||||||||||
David L. Green |
| 2019 | $ | 520,769 | $ | 3,149,964 | $ | 331,254 | $ | 774,690 | $ | 63,913 | $ | 4,840,590 |
| 2021 |
| $550,000 |
| $3,203,207 |
| $600,047 |
| $550,000 |
| $64,164 |
| $4,967,418 | ||||||||||||||||||||||||||||||||||||||||||
Senior EVP, General Counsel and Corporate Secretary | 2018 | $ | 500,000 | $ | 1,121,258 | $ | 275,000 | $ | 929,000 | $ | 30,517 | $ | 2,855,775 | 2020 | $412,500 | td,018,628 | $525,024 | $0 | $71,685 | $3,027,837 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2017 | $ | 450,000 | $ | 669,048 | $ | 223,018 | $ | 502,350 | $ | 28,760 | $ | 1,873,176 | 2019 | $520,769 | $3,149,964 | $331,254 | $774,690 | $63,913 | $4,840,590 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) |
|
| (2) | This column reflects the aggregate grant date fair value of (i) awards of time-based restricted shares of our common stock and (ii) awards of performance units (including synergy performance units granted during |
The grant date fair value of the performance units granted in 2021, 2020 and 2019 was calculated using the Monte Carlo model. The calculation for the grant date fair value of the 2021 performance units incorporated the following assumptions:
| Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | Expected Dividend Yield | ||||||||||||||||||||
2/25/2019 |
|
12/31/2021 |
|
|
2.85 |
|
|
23.64 |
% |
|
2.47 |
% |
|
0 |
% | ||||||||||
Grant Date
| Performance
| Expected Term
| Expected
| Risk-Free
| Expected Dividend Yield
| ||||||||||||||||||||
2/22/2021 | 12/31/2023 | 2.85 | 37.91 | % | 0.20 | % | 0.40 | % | |||||||||||||||||
The Company used its historical share prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date.
52 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
The tables below set forth the target grant date fair value and the maximum grant date fair value, assuming that the highest levels of performance conditions were achieved, for all performance-based awards granted during 2019, 20182021, 2020 and 2017,2019, for which an amount less than the maximum is reflected in the table above.
| 2019 Performance Units | 2019 Synergy Performance Units | 2021 Performance Units | 2021 BP&R Performance Units(a) | |||||||||||||||||||||||||||||||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 6,795,155 | $ | 27,180,621 | $ | 4,500,067 | $ | 9,000,135 | $7,846,944 | $31,387,775 | $5,332,832 | $5,332,832 | ||||||||||||||||||||||||||||||||
Cameron M. Bready | $ | 2,007,688 | $ | 8,030,753 | $ | 4,000,115 | $ | 12,000,344 | $2,876,371 | $11,505,484 | $2,526,625 | $2,526,625 | ||||||||||||||||||||||||||||||||
Paul M. Todd | — | — | $ | 2,000,140 | $ | 6,000,419 | $2,056,430 | $8,225,721 | $1,347,324 | $1,347,324 | ||||||||||||||||||||||||||||||||||
Guido F. Sacchi | $ | 1,081,148 | $ | 4,324,593 | $ | 2,000,140 | $ | 6,000,419 | $1,623,542 | $6,494,169 | $1,558,285 | $1,558,285 | ||||||||||||||||||||||||||||||||
David L. Green | $ | 818,504 | $ | 3,274,018 | $ | 2,000,140 | $ | 6,000,419 | $1,298,876 | $5,195,505 | $1,304,091 | $1,304,091 | ||||||||||||||||||||||||||||||||
| 2018 Performance Units | ||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||||
Jeffrey S. Sloan | $ | 4,575,002 | $ | 18,300,009 | ||||||||
Cameron M. Bready | $ | 1,116,393 | $ | 4,465,574 | ||||||||
Guido F. Sacchi | $ | 854,017 | $ | 3,416,069 | ||||||||
David L. Green | $ | 671,123 | $ | 2,684,494 | ||||||||
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 63
| (a) | The BP&R performance goal for 2021 was met. Accordingly, the Compensation Committee certified the achievement of the BP&R performance goal at 100%. The awards converted into restricted shares of our common stock on the first anniversary of the grant date, with one-third vesting as of such date and the remaining two-thirds vesting ratably over the ensuing two years. |
| 2017 Performance Units | 2020 Performance Units | |||||||||||||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||||||||||||||
Jeffrey S. Sloan | $ | 3,000,032 | $ | 6,000,064 | $8,315,592 | $33,262,368 | ||||||||||||||||||
Cameron M. Bready | $ | 770,506 | $ | 1,541,012 | $3,233,896 | $12,935,584 | ||||||||||||||||||
Paul Todd | $2,340,859 | $9,363,436 | ||||||||||||||||||||||
Guido F. Sacchi | $ | 506,573 | $ | 1,013,146 | $1,693,981 | $6,775,924 | ||||||||||||||||||
David L. Green | $ | 446,032 | $ | 892,064 | $1,293,509 | $5,174,036 | ||||||||||||||||||
| 2019 Performance Units | 2019 Synergy Performance Units(b) | |||||||||||||||||||||
Name | Grant Date Fair Value at Target | Value Assuming Highest Performance | Grant Date Fair Value at Target | Value Assuming Highest Performance | ||||||||||||||||||
Jeffrey S. Sloan | $6,795,155 | $27,180,621 | $4,500,067 | $9,000,135 | ||||||||||||||||||
Cameron M. Bready | $2,007,688 | $8,030,753 | $4,000,115 | $12,000,344 | ||||||||||||||||||
Paul M. Todd* | — | — | $2,000,140 | $6,000,419 | ||||||||||||||||||
Guido F. Sacchi | $1,081,148 | $4,324,593 | $2,000,140 | $6,000,419 | ||||||||||||||||||
David L. Green | $818,504 | $3,274,018 | $2,000,140 | $6,000,419 | ||||||||||||||||||
| * | Mr. Todd was not employed with the Company at the time of the 2019 performance unit grant. |
| (b) | The synergy goals for the performance period beginning September 2019 through September 2022 were met and exceeded in advance of the completion of the performance period. Accordingly, the Compensation Committee certified the achievement of the synergy goals at the maximum level, as verified by an independent accounting firm, and accelerated the vesting of the synergy performance units. All of the earned units were converted into restricted shares of our common stock, with one-half vesting on August 3, 2021 and the remaining shares to vest on August 3, 2022. See “Payout of TSYS Synergy Units” on page 58. |
| (3) | This column reflects the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The grant date fair values were calculated using the Black-Scholes valuation model. The assumptions used in determining the Black-Scholes value are provided in Note |
| (4) | This column reflects cash payouts under our short-term incentive plan. |
| (5) | This column includes the following compensation components for |
Name | Company Contributions to 401(K) Plans | Company Contributions to Non-Qualified Deferred Compensation Plan | Financial Planning Services | Other Perquisites and Personal Benefits(a) | Total | Company Contributions to 401(K) Plans | Company Contributions to Non-Qualified Deferred Compensation Plan | Financial Planning Services | Other Perquisites and Personal Benefits(a) | Total | ||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 11,200 | $ | 111,147 | $ | 22,280 | $ | 2,162 | $ | 146,789 | $14,500 | $34,731 | $22,710 | $66,498 | $138,439 | |||||||||||||||||||||||||||||||||||
Cameron M. Bready | $ | 11,200 | $ | 43,839 | $ | 17,960 | $ | 2,850 | $ | 75,849 | $14,500 | $20,500 | $18,305 | $31,697 | $85,002 | |||||||||||||||||||||||||||||||||||
Paul M. Todd | — | $ | 58,584 | — | $ | 2,260 | $ | 60,844 | $14,500 | $19,500 | — | $19,474 | $53,474 | |||||||||||||||||||||||||||||||||||||
Guido F. Sacchi | $ | 11,200 | $ | 34,493 | $ | 17,960 | $ | 4,180 | $ | 67,761 | $14,500 | $14,250 | $18,305 | $17,998 | $65,053 | |||||||||||||||||||||||||||||||||||
David L. Green | $ | 11,200 | $ | 32,791 | $ | 17,960 | $ | 1,962 | $ | 63,913 | $14,500 | $13,000 | $18,305 | $18,359 | $64,164 | |||||||||||||||||||||||||||||||||||
64 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 53
| (a) | These perquisites and personal benefits consist of compensation related to personal usage of the Company |
Grants of Plan-Based Awards in 20192021
The following table sets forth information concerning grants of plan-based awards during 20192021 to the NEOs, all of which were made pursuant to our 2011 Incentive Plan.
| Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1) |
Estimated Future Payouts | All Other
| All Other (#)(4)
| Exercise
| Grant Date Option
| Estimated Future Payouts Under Non-Equity Incentive Awards(1) |
Estimated Future Payouts | All Other
| All Other (#)(4)
| Exercise
| Grant Date Option
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name
| Grant
| Threshold ($)
| Target ($)
| Max ($)
| Threshold (#)
| Target (#)
| Max (#)
| Grant
| Threshold ($)
| Target ($)
| Max ($)
| Threshold (#)
| Target (#)
| Max (#)
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 2/25/2019 | $ | 800,000 | $ | 1,600,000 | $ | 3,200,000 | 2/22/2021 | $875,000 | $1,750,000 | $3,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 2/25/2019 | 10,724 | 42,896 | 171,584 | $ | 6,795,155 | 2/22/2021 | 9,245 | 36,979 | 147,916 | $7,846,944 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy performance units | 9/18/2019 | — | 27,381 | 54,762 | $ | 4,500,067 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BP&R performance units | 2/22/2021 | — | 27,200 | 27,200 | $5,332,832 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 2/25/2019 | 21,488 | $ | 2,750,063 | 2/22/2021 | 18,490 | $3,625,149 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 2/25/2019 | 69,455 | $ | 128.22 | $ | 2,750,022 | 2/22/2021 | 54,933 | $196.06 | $3,625,029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cameron M. Bready | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 9/22/2019 | $ | 402,500 | $ | 805,000 | $ | 1,610,000 | 2/22/2021 | $402,500 | $805,000 | $1,610,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 2/25/2019 | 3,169 | 12,674 | 50,696 | $ | 2,007,688 | 2/22/2021 | 3,389 | 13,555 | 54,220 | $2,876,371 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy performance units | 9/18/2019 | — | 24,339 | 73,017 | $ | 4,000,115 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BP&R performance units | 2/22/2021 | — | 12,887 | 12,887 | $2,526,625 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 2/25/2019 | 6,337 | $ | 812,530 | 2/22/2021 | 6,778 | $1,328,895 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 2/25/2019 | 20,518 | $ | 128.22 | $ | 812,513 | 2/22/2021 | 20,136 | $196.06 | $1,328,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul M. Todd | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 9/22/2019 | $ | 357,000 | $ | 714,000 | $ | 1,428,000 | 2/22/2021 | $357,000 | $714,000 | $1,428,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy performance units | 9/18/2019 | — | 12,170 | 36,510 | $ | 2,000,140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 2/22/2021 | 2,423 | 9,691 | 38,764 | $2,056,430 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BP&R performance units | 2/22/2021 | — | 6,872 | 6,872 | $1,347,324 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 2/22/2021 | 4,846 | $950,107 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 2/22/2021 | 14,397 | $196.06 | $950,058 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guido F. Sacchi |
| — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 9/22/2019 | $ | 287,500 | $ | 575,000 | $ | 1,150,000 | 2/22/2021 | $287,500 | $575,000 | $1,150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 2/25/2019 | 1,706 | 6,825 | 27,300 | $ | 1,081,148 | 2/22/2021 | 1,913 | 7,651 | 30,604 | $1,623,542 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy performance units | 9/18/2019 | — | 12,170 | 36,510 | $ | 2,000,140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BP&R performance units | 2/22/2021 | — | 7,948 | 7,948 | $1,558,285 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 2/25/2019 | 3,413 | $ | 437,615 | 2/22/2021 | 3,826 | $750,126 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 2/25/2019 | 11,048 | $ | 128.22 | $ | 437,501 | 2/22/2021 | 11,366 | $196.06 | $750,042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David L. Green | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | 9/22/2019 | $ | 275,000 | $ | 550,000 | $ | 1,100,000 | 2/22/2021 | $275,000 | $550,000 | $1,100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance units | 2/25/2019 | 1,292 | 5,167 | 20,668 | $ | 818,504 | 2/22/2021 | 1,530 | 6,121 | 24,484 | $1,298,876 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Synergy performance units | 9/18/2019 | — | 12,170 | 36,510 | $ | 2,000,140 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BP&R performance units | 2/22/2021 | — | 6,652 | 6,652 | $1,304,191 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | 2/25/2019 | 2,584 | $ | 331,320 | 2/22/2021 | 3,061 | $600,140 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options | 2/25/2019 | 8,365 | $ | 128.22 | $ | 331,254 | 2/22/2021 | 9,093 | $196.06 | $600,047 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | These columns reflect the threshold, target and maximum annual cash incentive opportunities under our short-term incentive plan approved by the Compensation |
| (2) | These columns reflect the number of estimated future payouts of |
54 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
For purposes of the performance units granted in 2019,2021, after a three-year performance period, our Compensation Committee will certify the results and determine the number of performance units that have been earned.earned, if any. Thereafter, all of the performance units will convert to unrestricted shares.
Depending
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 65
The BP&R performance units are earned based on thean adjusted free cash flow target for 2021. The Compensation Committee’s certification ofCommittee certified the achievement of the synergy goals as presented by an independent accounting firm, half of the synergy performance units will convert into unrestricted shares on September 18,goal in February 2022, and the awards converted to restricted shares of our common stock on the first anniversary of the grant date, with one-third vesting as of such date and the remaining units will convert to unrestricted shares on September 18, 2023, subject totwo-thirds vesting ratably over the NEO’s continued employment with the Company on each respective date.ensuing two years.
The NEOs do not have the right to vote the underlying shares, and dividends are not payable or otherwise accrued to the NEOs until the units are converted into a stock grant at the end of the applicable performance period.period and committee certification. Once the stock grant is made, dividends are paid on such stock at the same rate as all of our other shareholders.
| (3) | This column reflects the number of restricted shares |
| (4) | This column represents the number of stock options granted in |
| (5) | This column represents the aggregate grant date fair value of equity awards granted in |
|
66 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 55
Outstanding Equity Awards at December 31, 20192021
The following table provides the outstanding equity awards at December 31, 20192021 for each of the NEOs.
| Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant/ Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | 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) | Grant/ Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 7/30/2015 | 71,204 | — | $ | 55.92 | 7/30/2025 | — | — | — | — | 7/29/2016 | 36,676 | — | $74.66 | 7/29/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 36,676 | — | $ | 74.66 | 7/29/2026 | — | — | — | — | 3/1/2017 | 63,345 | — | $79.45 | 3/1/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | 42,230 | 21,115 | $ | 79.45 | 3/1/2027 | — | — | — | — | 2/26/2018 | 53,435 | — | $114.70 | 2/26/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | 17,812 | 35,623 | $ | 114.70 | 2/26/2028 | — | — | — | — | 2/25/2019 | 46,296 | 23,149 | $128.22 | 2/25/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | 69,445 | $ | 128.22 | 2/25/2029 | — | — | — | 2/24/2020 | 20,510 | 41,022 | $200.42 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 6,293 | (3) | $ | 1,148,850 | — | — | 2/22/2021 | — | 54,933 | $196.06 | 2/22/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | 10,898 | 3) | $ | 1,989,539 | — | — | 2/25/2019 | — | — | — | — | 7,150 | (3) | $966,537 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/12/2018 | — | — | — | — | 19,697 | 3) | $ | 3,595,884 | — | — | 2/24/2020 | — | — | — | — | 11,227 | (3) | $1,517,666 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | 21,488 | (3) | $ | 3,915,547 | — | — | 2/22/2021 | — | — | — | — | 18,490 | (3) | $2,499,478 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 75,520 | (4) | $ | 13,786,931 | 2/25/2019 | — | — | — | — | — | — | 42,896 | (4) | $5,798,681 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | — | — | 98,082 | (5) | $ | 17,905,850 | 9/18/2019 | — | — | — | — | — | — | 27,382 | (5) | $3,701,499 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | — | — | 128,688 | (6) | $ | 23,493,281 | 2/24/2020 | — | — | — | — �� | — | — | 44,906 | (6) | $6,070,393 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/18/2019 | — | — | — | — | — | — | 27,381 | (7) | $ | 4,998,675 | 2/22/2021 | — | — | — | — | — | — | 61,633 | (7) | $8,331,549 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2/22/2021 | — | — | — | — | — | — | 27,200 | (8) | $3,676,896 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total | 167,922 | 126,183 | 133,856 | $ | 24,436,751 | 254,151 | $ | 46,397,806 | 220,262 | 119,104 | 36,867 | $4,983,681 | 204,017 | $27,579,018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Cameron M. Bready | 7/30/2015 | 3,780 | — | $ | 55.92 | 7/30/2025 | — | — | — | — | 7/30/2015 | 3,780 | — | $55.92 | 7/30/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 9,703 | — | $ | 74.66 | 7/29/2026 | — | — | — | — | 7/29/2016 | 9,703 | — | $74.66 | 7/29/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | 10,847 | 5,423 | $ | 79.45 | 3/1/2027 | — | — | — | — | 3/1/2017 | 16,270 | — | $79.45 | 3/1/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | 4,346 | 8,692 | $ | 114.70 | 2/26/2028 | — | — | — | — | 2/26/2018 | 13,038 | — | $114.70 | 2/26/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | 20,518 | $ | 128.22 | 2/25/2029 | — | — | — | — | 2/25/2019 | 13,678 | 6,840 | $128.22 | 2/25/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 1,616 | (3) | $ | 295,017 | — | — | 2/24/2020 | 7,976 | 15,953 | $200.42 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | 2,659 | (3) | $ | 485,427 | — | — | 2/22/2021 | — | 20,136 | $196.06 | 2/22/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/12/2018 | — | — | — | — | 5,178 | (3) | $ | 945,296 | — | — | 2/25/2019 | — | — | — | — | 2,113 | (3) | $285,635 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | 6,337 | (3) | $ | 1,156,883 | — | — | 2/24/2020 | — | — | — | — | 6,030 | (3) | $815,135 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 19,396 | (4) | $ | 3,540,934 | 2/22/2021 | — | — | — | — | 6,778 | (3) | $916,250 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | — | — | 23,934 | (5) | $ | 4,369,391 | 2/25/2019 | — | — | — | — | — | — | 12,674 | (4) | $1,713,271 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | — | — | 38,022 | (6) | $ | 6,941,296 | 9/18/2019 | — | — | — | — | — | — | 36,510 | (5) | $4,935,422 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/18/2019 | — | — | — | — | — | — | 24,339 | (7) | $ | 4,443,328 | 2/24/2020 | — | — | — | — | — | — | 17,464 | (6) | $2,360,784 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 2/22/2021 | — | — | — | — | — | — | 22,592 | (7) | $3,053,987 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/22/2021 | — | — | — | — | — | — | 12,887 | (8) | $1,742,065 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total | 28,676 | 34,633 | — | — | 35,186 | $ | 6,423,557 | 86,295 | $ | 15,754,015 | 64,445 | 42,929 | — | — | 14,921 | $2,017,020 | 102,127 | $13,805,529 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Paul M. Todd | 9/18/2019 | — | — | — | — | — | — | 12,170 | (7) | $ | 2,221,755 | 2/24/2020 | 5,773 | 11,547 | $200.42 | 2/24/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Guido Sacchi | 7/30/2015 | 4,220 | — | $ | 55.92 | 7/30/2025 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 6,382 | — | $ | 74.66 | 7/29/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | 7,130 | 3,565 | $ | 79.45 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | 3,325 | 6,650 | $ | 114.70 | 2/26/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | 11,048 | $ | 128.22 | 2/25/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 1,063 | (3) | $ | 194,061 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | 2,035 | (3) | $ | 371,510 | — | — | 2/22/2021 | — | 14,397 | $196.06 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/12/2018 | — | — | — | — | 1,407 | (3) | $ | 256,862 | — | — | 2/24/2020 | — | — | — | — | 5,157 | (3) | $697,123 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | 3,413 | (3) | $ | 623,077 | — | — | 2/22/2021 | — | — | — | — | 4,846 | (3) | $655,082 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 12,752 | (4) | $ | 2,328,005 | 9/18/2019 | — | — | — | — | — | — | 18,255 | (5) | $2,467,711 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | — | — | 18,309 | (5) | $ | 3,342,491 | 2/24/2020 | — | — | — | — | — | — | 12,641 | (6) | $1,708,810 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | — | — | 20,475 | (6) | $ | 3,737,916 | 2/22/2021 | — | — | — | — | — | — | 16,152 | (7) | $2,183,427 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/18/2019 | — | — | — | — | — | — | 12,170 | (7) | $ | 2,221,755 | 2/22/2021 | — | — | — | — | — | — | 6,872 | (8) | $928,957 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total | 21,057 | 21,263 | 20,670 | $ | 3,773,515 | 50,954 | $ | 9,302,162 | 5,773 | 25,944 | 10,003 | $1,352,205 | 53,920 | $7,288,905 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Guido Sacchi | 7/30/2015 | 4,220 | — | $55.92 | 7/30/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 6,382 | — | $74.66 | 7/29/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David L. Green | 8/18/2014 | 15,482 | — | $ | 35.78 | 8/18/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/30/2015 | 11,868 | — | $ | 55.92 | 7/30/2025 | — | — | — | — | 3/1/2017 | 10,695 | — | $79.45 | 3/1/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 5,635 | — | $ | 74.66 | 7/29/2026 | — | — | — | — | 2/26/2018 | 9,975 | — | $114.70 | 2/26/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | 6,279 | 3,139 | $ | 79.45 | 3/1/2027 | — | — | — | — | 2/25/2019 | 7,365 | 3,683 | $128.22 | 2/25/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | 2,612 | 5,225 | $ | 114.70 | 2/26/2028 | — | — | — | — | 2/24/2020 | 4,178 | 8,357 | $200.42 | 2/24/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | 8,365 | $ | 128.22 | 2/25/2029 | — | — | — | — | 2/22/2021 | — | 11,366 | $196.06 | 2/22/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 936 | (3) | $ | 170,876 | — | — | 2/25/2019 | — | — | — | — | 1,138 | (3) | $153,835 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | 1,599 | (3) | $ | 291,913 | — | — | 2/24/2020 | — | — | — | — | 3,120 | (3) | $421,762 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6/12/2018 | — | — | — | — | 985 | (3) | $ | 179,822 | — | — | 2/22/2021 | — | — | — | — | 3,826 | (3) | $517,199 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | 2,584 | (3) | $ | 471,735 | — | — | 2/25/2019 | — | — | — | — | — | — | 6,825 | (4) | $922,604 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3/1/2017 | — | — | — | — | 11,228 | (4) | $ | 2,049,784 | 9/18/2019 | — | — | — | — | — | — | 18,255 | (5) | $2,467,711 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/26/2018 | — | — | — | — | — | — | 14,388 | (5) | $ | 2,626,673 | 2/24/2020 | — | — | — | — | — | — | 9,148 | (6) | $1,236,637 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | — | — | 15,501 | (6) | $ | 2,829,863 | 2/22/2021 | — | — | — | — | — | — | 12,752 | (7) | $1,723,815 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/18/2019 | — | — | — | — | — | — | 12,170 | (7) | $ | 2,221,755 | 2/22/2021 | — | — | — | — | — | — | 7,948 | (8) | $1,074,411 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total | 41,876 | 16,729 | 17,332 | $ | 3,164,130 | 42,059 | $ | 7,678,291 | 42,815 | 23,406 | 8,084 | $1,092,796 | 54,928 | $7,425,168 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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56 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 67
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant/ Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | 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 | 7/30/2015 | 11,868 | — | $55.92 | 7/30/2025 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 7/29/2016 | 5,635 | — | $74.66 | 7/29/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 3/1/2017 | 9,418 | — | $79.45 | 3/1/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 2/26/2018 | 7,837 | — | $114.70 | 2/26/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 2/25/2019 | 5,576 | 2,789 | $128.22 | 2/25/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 2/24/2020 | 3,190 | 6,382 | $200.42 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 2/22/2021 | — | 9,093 | $196.06 | 2/22/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | 862 | (3) | $116,525 | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2020 | — | — | — | — | 2,412 | (3) | $326,054 | — | — | ||||||||||||||||||||||||||||||||||||
| 2/22/2021 | — | — | — | — | 3,061 | (3) | $413,786 | — | — | ||||||||||||||||||||||||||||||||||||
| 2/25/2019 | — | — | — | — | — | — | 5,167 | (4) | $698,475 | ||||||||||||||||||||||||||||||||||||
| 9/18/2019 | — | — | — | — | — | — | 18,255 | (5) | $2,467,711 | ||||||||||||||||||||||||||||||||||||
| 2/24/2020 | — | — | — | — | — | — | 6,985 | (6) | $944,232 | ||||||||||||||||||||||||||||||||||||
| 2/22/2021 | — | — | — | — | — | — | 10,202 | (7) | $1,379,106 | ||||||||||||||||||||||||||||||||||||
| 2/22/2021 | — | — | — | — | — | — | 6,652 | (8) | $899,217 | ||||||||||||||||||||||||||||||||||||
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Total |
| 43,524 |
| 18,264 |
| 6,335 |
| $856,365 |
| 47,261 |
| $6,388,741 | |||||||||||||||||||||||||||||||||
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| (1) | All stock options were granted pursuant to our 2011 Incentive Plan and vest in equal installments on each of the first three anniversaries of the grant date. |
| (2) | Market value is calculated based on the closing price of our common stock on December 31, |
| (3) | Represents shares of restricted stock that vest in equal installments on each of the first three anniversaries of the grant date. |
| (4) | Represents performance units granted in |
|
| (5) | Represents one-half of the synergy performance units granted in 2019 in connection with the merger with TSYS as a non-recurring, supplemental award that were earned in August 2021. The synergy performance units are earned based upon the achievement of pre-established synergy goals set by our Compensation Committee for the three-year performance period from September 18, 2019 to September 18, 2022. The number of shares issued are based on the Company’s achievement of cost synergies of at least $350 million and revenue synergies of at least $125 million. These goals were met and exceeded in advance of the completion of the performance period. Therefore, the Compensation Committee certified the results early and accelerated the vesting of the synergy units to August 2021. The resulting payout multiple for cost synergies and revenue synergies would be averaged together to determine the payout multiple applied to the target award, and resulted in a 200% payout for our Chief Executive Officer and 300% payout for our other NEOs. All of the earned units were converted into restricted shares of our common stock, with one-half vesting on August 3, 2021 and the remaining shares to vest on August 3, 2022. In accordance with SEC rules, the number of synergy performance units reflected in the table is based on actual achievement at the maximum performance level. |
| (6) | Represents performance units granted during 2020. These performance units are earned based on the same calculation as the performance units granted in 2019, with a performance period ending December 31, 2022. In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement at the payout level of |
Represents performance units granted during |
68 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
| In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement at the payout level of |
Represents |
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 57
Stock Options Exercised and Stock Vested during 20192021
The following table provides information on options exercised and stock awards that vested in 2019.2021. The shares shown as acquired on exercise or on vesting represent shares of our common stock.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey S. Sloan | 132,686 | $ | 12,443,521 | 144,896 | $ | 22,878,595 | — | — | 153,522 | $29,618,717 | ||||||||||||||||||||||||||||||||||||||||||||
Cameron M. Bready | 16,000 | $ | 1,208,002 | 48,378 | $ | 7,467,242 | — | — | 69,486 | $12,730,264 | ||||||||||||||||||||||||||||||||||||||||||||
Paul M. Todd | — | — | — | — | 55,714 | $8,343,790 | 30,053 | $4,934,312 | ||||||||||||||||||||||||||||||||||||||||||||||
Guido F. Sacchi | — | — | 31,605 | $ | 4,815,014 | — | — | 40,982 | $7,603,442 | |||||||||||||||||||||||||||||||||||||||||||||
David L. Green | — | — | 21,460 | $ | 3,377,815 | — | — | 36,002 | $6,615,794 | |||||||||||||||||||||||||||||||||||||||||||||
| (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 |
| (3) | Represents the fair market value of the shares on the vesting date. |
Non-Qualified Deferred Compensation Plan
Our NEOs are eligible to participate in ourNon-Qualified Deferred Compensation Plan, or the deferred compensation plan.
The following table provides information on deferred compensation under the deferred compensation plan for each NEO during 2019. Mr. Sloan and Mr. Todd participate, but did not make any contributions or withdrawals, nor did they receive any distributions, during 2019. In 2019, we added a 401(k) restoration program2021. None of our NEOs contributed to the deferred compensation plan during 2021. NEOs are eligible for the 401(k) restoration program in which the employeea participant will continue to receive a company match once they have reached the IRS income limit and are contributing on average annually 5% to the 401(k) plan. For 2019, theThe Company match will haveis contributed into the non-qualified deferred compensation plan and has a three-year cliff vesting restriction.restriction for all NEOs. The Company match is included in the summary compensation table above. Aggregate earnings (Iosses) are not includableincludible 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 NEO’s compensation was required to be disclosed in a previous year.
Name | Company Contribution in 2019(1) | Aggregate Earnings (Losses) in 2019 | Aggregate Balance at December 31, 2019 | Company Contribution in 2021(1) | Aggregate Earnings (Losses) in 2021 | Aggregate Balance at December 31, 2021 | ||||||||||||||||||||||||
Jeffrey S. Sloan | $ | 111,147 | $ | 24,891 | $ | 127,810 | $34,731 | $52,903 | $417,179 | |||||||||||||||||||||
Cameron M. Bready | $ | 43,839 | — | — | $20,500 | $1,444 | $99,556 | |||||||||||||||||||||||
Paul M. Todd | $ | 58,584 | $ | 11,864 | $ | 208,670 | $19,500 | $61,781 | $434,237 | |||||||||||||||||||||
Guido F. Sacchi | $ | 34,493 | — | — | $14,250 | $863 | $75,324 | |||||||||||||||||||||||
David L. Green | $ | 32,791 | — | — | $13,000 | $767 | $69,736 | |||||||||||||||||||||||
| (1) | The Company contribution was earned as of December 31, |
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 69
Pursuant to the deferred compensation plan, participants are permitted to elect to defer up to 100% of their base salary and other eligible 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
58 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
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).
We maintain a noncontributory defined benefit pension plan covering our U.S. employees who have met the eligibility provisions.criteria. The retirement plan was closed to new participants beginning June 1, 1998, and none of our NEOs were hired before that date.
Potential Payments upon Termination, Retirement or Change in Control
This section describes the post-employment benefits that each of our NEOs would be entitled to receive in connection with various termination of employment andchange-in-control scenarios.
Employment Agreements with Our Named Executive Officers
In connectionThe employment agreements with the completion of the merger with TSYS, Messrs. Sloan, Bready and Green and Dr. Sacchi each entered into an amended and restated agreement with our Company, and Mr. Todd entered into a new employment agreement. These agreementsNEO are each for an initial term of three years following the completion of the merger with TSYS and are automatically extended for one additional year on the second anniversary of the closing of the merger with TSYS and each anniversary thereafter unless either party provides notice ofnon-renewal before such anniversary date. The initial term of each employment agreement is until September 18, 2022.2022, and, as set forth above, each employment agreement has been automatically extended to September 18, 2023.
Each of these agreements prohibits the NEO from disclosing our confidential information, soliciting our customers or recruiting our employees for a period of 24 months following the separation date. In addition, if the NEO’s employment is terminated by the Company or the NEO, the NEO has agreed not to compete with us generally for a period of 24 months. Thenon-compete does not apply if the NEO’s employment is terminated as a result of the Company’s decision not to extend the employment agreement.
The employment agreements with the NEOs may be terminated by us at any time for “cause” (as defined below) or for no reason or by the NEO with or without “good reason” (as defined below). The employment agreements will also terminate upon the NEO’s death, disability or retirement. Depending on the reason for the termination and when it occurs, the NEO 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 Internal Revenue Code. “Cause,” as defined in the employment agreements, generally means (i) the failure by the NEO to perform substantially his responsibilities after delivery of notice and a cure period of ten business days, (ii) engagement in any fraud, misappropriation, embezzlement or similar dishonest or wrongful act, (iii) substance abuse which materially interferes with the NEO’s ability to perform or the use of illegal drugs, (iv) violation of laws or Company policies regarding 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) commission of or conviction for, or plea of guilty or nolo contendere to, a felony or a crime involving dishonesty or other moral turpitude. In the case of Mr. Sloan, any determination of “Cause” requires a finding that such circumstances exist by not less than a majority (or, following a transaction constituting a change in control, not less than three-quarters) of the board. “Good
70 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
“Good Reason,” as defined in the employment agreements, generally means (a) a material adverse reduction in position, duties or responsibilities, (b) in the case of Mr. Sloan, a change such that he no longer reports directly and exclusively to the board, (c) a reduction of the NEO’s base salary, bonus opportunity (to a target below the minimum specified in the agreement), or in welfare benefits (in each case, unless such reduction is made to similarly situated senior executives), (d) a failure of our Company to require asuccessor-in-interest to agree to perform our obligations under the employment agreement, (e) relocation from the Atlanta, Georgia metropolitan
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 59
area (in the case of Messrs. Sloan, Bready, Sacchi and Green) or from the Columbus, Georgia metropolitan area, other than a relocation to Atlanta, Georgia (in the case of Mr. Todd), or (f) material breach by the Company of the employment agreement.
Termination Without Cause or Resignation for Good Reason When Not Related to a Change in ControlControl.. If, prior to a change in control or on or after the second anniversary of a change in control, the NEO’s employment is terminated by us without cause or the NEO resigns for good reason, the NEO will be entitled to the following payments and benefits:
Accrued salary and benefits through the separation date.
Continued payments of the NEO’s base salary for 24 months (in the case of Mr. Sloan) or 18 months (in the case of the other NEOs), in each case provided that the NEO does not violate any restrictive covenants.
A prorated annual incentive bonus for the year in which the termination occurs, based on actual performance against certifiedpre-established bonus targets.
An additional cash payment equal to 2x (in the case of Mr. Sloan) or 1.5x (in the case of the other NEOs) the NEO’s target annual bonus opportunity, payable nine months after the separation date, provided that the NEO does not violate any restrictive covenants.
A lump sum cash payment equal to 18 months of the NEO’s COBRA premiums, payable within 60 days following separation.
All of the NEO’s restricted stock and stock options granted following the closing of the merger with TSYS and exercisable within 24 months as of the separation date, will vest as of the separation date, and the options will remain exercisable for no more than 90 days from the separation date.
The NEO’s performance units granted following the closing of the merger with TSYS will vestpro-rata based on target performance (if termination occurs in the first year of the applicable performance cycle) or actual performance (if termination occurs after the first year of the applicable performance cycle). With respect to Messrs. Sloan, Bready, and Green and Dr. Sacchi, any such awards granted prior to the closing of the merger with TSYS will remain outstanding, and, after the Compensation Committee certifies the results at the end of the performance period in which the separation date falls, the NEO will receive 50% of the number of shares that would have vested based on actual performance.
With respect to Messrs. Sloan, Bready, and Green and Dr. Sacchi, restricted stock awards granted prior to the closing of the merger with TSYS will vest as of the separation date, and stock options granted prior to the closing of the merger with TSYS that would have vested in the next 24 months will vest and remain exercisable for no more than 90 days from the separation date.
With respect to Mr. Todd’s stock options, restricted stock unit awards and performance share awards granted prior to the closing of the merger with TSYS, such awards were converted pursuant to the terms of the merger agreement into (a) in the case of Mr. Todd’s TSYS stock options, Company stock options and (b) in the case of Mr. Todd’s TSYS restricted stock unit awards and performance share awards, Company restricted stock unit awards. Such awards remained subject to the same terms and conditions (including vesting and payment terms) as applied to Mr. Todd’s corresponding TSYS awards immediately prior to the closing of the merger. Therefore, upon a termination of employment not related to a change in control, Mr. Todd would not be entitled to additional vesting with respect to such equity awards which were granted prior to the closing of the merger with TSYS. Such awards would vest upon Mr. Todd’s termination without cause or upon a resignation for good reason as described below.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 71
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 NEO’s employment is terminated by us without cause or the NEO resigns for good reason, the NEO will be entitled to the following benefits:
Accrued salary and benefits through the separation date.
A cash payment equal to 3x (in the case of Mr. Sloan) or 2x (in the case of the other NEOs) the amount of the NEO’s then-current base salary as a lump sum payment or payments, provided that the NEO does not violate any restrictive covenants.
A prorated annual incentive bonus for the year in which the termination occurs based on (a) the NEO’s then-current target bonus opportunity, if the separation date occurs before the end of the year in which the change of control occurred, or (b) the actual amount earned based on certified results, if the separation date occurs during a year that began after the change in control occurred.
60 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
A cash payment equal to 3x (in the case of Mr. Sloan) or 2x (in the case of the other NEOs) of the amount of the NEO’s then-current target bonus opportunity, payable nine months after the separation date, provided that the NEO does not violate any restrictive covenants.
A lump sum cash payment equal to 18 months of the NEO’s COBRA premiums, payable within 60 days following separation.
All of the NEO’s restricted stock and stock options granted following the closing of the merger with TSYS (and, with respect to Messrs. Sloan, Bready, and Green and Dr. Sacchi, any such awards granted prior to the closing of the merger with TSYS) will vest as of the separation date, and the options will remain exercisable for no more than 90 days from the separation date.
The NEO’s performance units granted following the closing of the merger with TSYS will vest in full based on target performance (if termination occurs in the first year of the applicable performance cycle) or actual performance (if termination occurs after the first year of the applicable performance cycle). With respect to Messrs. Sloan, Bready and Green and Dr. Sacchi, any such awards granted prior to the closing of the merger with TSYS will convert into fully-vested shares of our common stock based on (i) assumed target performance, if the separation date occurs before the end of the performance cycle in which the change in control occurs, (ii) the greater of assumed target performance or actual performance, if the separation date occurs after the end of the performance cycle in which the change of control occurs, or (iii) actual performance, if the separation date occurs during a performance cycle that began after the change in control occurred.
| occurs after the end of the performance cycle in which the change of control occurs, or (iii) actual performance, if the separation date occurs during a performance cycle that began after the change in control occurred. |
With respect to Mr. Todd’s stock options, restricted stock unit awards and performance share awards granted prior to the closing of the merger with TSYS that were converted as described above into Company stock options and restricted stock unit awards, as applicable, upon the closing of the merger with TSYS, a prorated portion of such awards that would have become vested on the next vesting date will become immediately vested, with stock options to remain exercisable for the remainder of the applicable term.
The NEO also will be eligible for comparable benefits if his employment is terminated without cause or if he resigns for good reason in anticipation of achange-in-control transaction. The employment agreements specify that a termination or resignation is considered to be in anticipation of achange-in-control transaction if the termination occurs following public announcement of achange-in-control transaction which transaction is consummated within nine months (or, in the case of Mr. Todd, six months).
Death or Disability. Whether or not a change in control occurs, if the NEO’s employment is terminated by reason of death or disability, the NEO will be entitled to receive accrued salary and benefits through the separation date and any other benefits that may apply. All of the NEO’s performance units, restricted stock awards and stock options granted following the closing of the merger with TSYS (and, with respect to Messrs. Sloan, Bready, and Green and Dr. Sacchi, any such awards granted prior to the closing of the merger with TSYS) will vest (in the case of performance-based awards, based on target performance), and the options will remain exercisable for no more than 90 days from the separation date. With respect to Mr. Todd’s stock options, restricted stock unit awards and performance share awards granted prior to the closing of the merger with TSYS
72 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
that were converted as described above into Company stock options and restricted stock unit awards, as applicable, upon the closing of the merger with TSYS, such awards will vest in full (in the case of time-vesting awards) orpro-rata (in the case of awards that were performance share awards immediately prior to the merger with TSYS) upon termination due to death or disability, with stock options to remain exercisable for the remainder of the applicable term.
Retirement. Whether or not a change in control occurs, if the NEO’s employment is terminated by reason of his retirement, the NEO will be entitled to receive accrued salary and benefits through the separation date and any other benefits that may apply. All of the NEO’s performance units (except for the BP&R performance units awards), restricted stock awards and stock options granted following the closing of the merger with TSYS (and, with respect to Messrs. Sloan, Bready, and Green and Dr. Sacchi, any such awards granted prior to the closing of the merger with TSYS) will vest (in the case of performance units, based on actual performance at the end of the applicable performance cycle), and the options will remain exercisable for no more than 90 days following retirement. With respect to Mr. Todd’s stock options, restricted stock unit awards and performance share awards granted prior to the closing of the merger with TSYS that were converted as described above into Company stock options and restricted stock unit awards, as
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 61
applicable, upon the closing of the merger with TSYS, Mr. Todd would not be entitled to additional vesting with respect to such awards given that Mr. Todd will not be retirement eligible pursuant to the terms of the TSYS equity plans prior to the time when such awards become fully vested pursuant to their terms.
Termination for Cause or Resignation Without Good Reason. If we terminate the NEO for cause, or if the NEO resigns without good reason, the NEO will be entitled to receive accrued salary and benefits through the separation date, but no additional severance amount will be payable under the terms of the employment agreement.
Change in Control Without Termination of Employment. Our compensation arrangements with our NEOs are “double trigger,” meaning that in order for the NEO to receive severance payments and for the vesting of any of an NEO’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 (or, as described above, a termination in anticipation of a change in control). In addition, receipt of severance payments and benefits, whether or not in connection with a change in control, requires the NEO to execute a release of claims in favor of the Company.
62 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 73
Potential Payments Table
The following table sets forth quantitatively the potential post-employment payments that are described above for each of our NEOs. The potential payments to our NEOs are hypothetical situations only and assume that termination of employment and/orchange-in-control occurred on December 31, 2019.2021. 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 $182.56$135.18 closing price on December 31, 2019.2021. The value of healthcare continuation is based on COBRA 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 | 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 | $ | 2,000,000 | $ | 3,000,000 | $ | — | $ | — | $ | — | $2,000,000 | $3,000,000 | $— | $— | $— | |||||||||||||||||||||||||||||||||||
Annual cash incentive bonus | 2,560,000 | 1,600,000 | — | — | — | 1,750,000 | 1,750,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other cash severance | 3,200,000 | 4,800,000 | — | — | — | 3,500,000 | 5,250,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Restricted stock acceleration | 10,649,820 | 10,649,820 | 10,649,820 | 10,649,820 | — | 8,685,180 | 8,685,180 | 8,685,180 | 8,685,180 | — | ||||||||||||||||||||||||||||||||||||||||
Stock option acceleration(2) | 7,110,323 | 8,368,186 | 8,368,186 | 8,368,186 | — | 161,117 | 161,117 | 161,117 | 161,117 | — | ||||||||||||||||||||||||||||||||||||||||
Performance units | 28,067,791 | (3) | 32,585,317 | (4) | 25,691,851 | (5) | 60,184,738 | (6) | — | 9,832,098 | (3) | 20,544,792 | (4) | 20,544,792 | (5) | 20,200,623 | (6) | — | ||||||||||||||||||||||||||||||||
COBRA | 30,655 | 30,655 | — | — | — | 35,116 | 35,116 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
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Total | $ | 53,618,590 | $ | 61,033,978 | $ | 44,709,857 | $ | 79,202,744 | $ | — | $25,963,511 | $39,426,205 | $29,391,089 | $29,046,920 | $— | |||||||||||||||||||||||||||||||||||
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Cameron M. Bready | ||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary severance | $ | 1,050,000 | $ | 1,400,000 | $ | — | $ | — | $ | — | $1,050,000 | $1,400,000 | $— | $— | $— | |||||||||||||||||||||||||||||||||||
Annual cash incentive bonus | 1,113,832 | 805,000 | — | — | — | 805,000 | 805,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other cash severance | 1,207,500 | 1,610,000 | — | — | — | 1,207,500 | 1,610,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Restricted stock acceleration | 2,882,622 | 2,882,622 | 2,882,622 | 2,882,622 | — | 6,952,443 | 6,952,443 | 6,952,443 | 6,952,443 | — | ||||||||||||||||||||||||||||||||||||||||
Stock option acceleration(2) | 1,892,322 | 2,263,953 | 2,263,953 | 2,263,953 | — | 47,606 | 47,606 | 47,606 | 47,606 | — | ||||||||||||||||||||||||||||||||||||||||
Performance units | 7,847,825 | (3) | 11,754,491 | (4) | 9,984,024 | (5) | 19,294,949 | (6) | — | 3,619,422 | (3) | 7,648,484 | (4) | 7,648,484 | (5) | 7,128,041 | (6) | — | ||||||||||||||||||||||||||||||||
COBRA | 30,655 | 30,655 | — | — | — | 35,347 | 35,347 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
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Total | $ | 16,024,756 | $ | 20,746,721 | $ | 15,130,599 | $ | 24,441,524 | $ | — | $13,717,318 | $18,498,880 | $14,648,533 | $14,128,090 | $— | |||||||||||||||||||||||||||||||||||
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Paul M. Todd | ||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary severance | $ | 1,020,000 | $ | 1,360,000 | $ | — | $ | — | $ | — | $1,020,000 | $1,360,000 | $— | $— | $— | |||||||||||||||||||||||||||||||||||
Annual cash incentive bonus | 316,116 | 714,000 | — | — | — | 714,000 | 714,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other cash severance | 1,071,000 | 1,428,000 | — | — | — | 1,071,000 | 1,428,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Restricted stock acceleration | 4,846,603 | 157,732 | 3,609,394 | — | — | 3,819,916 | 4,079,192 | 4,102,713 | 4,102,713 | — | ||||||||||||||||||||||||||||||||||||||||
Stock option acceleration(2) | 3,081,138 | 1,578,755 | 3,081,138 | — | — | — | 91,004 | 96,413 | 96,413 | — | ||||||||||||||||||||||||||||||||||||||||
Performance units | 211,016 | (3) | 2,221,755 | 2,221,755 | (5) | 2,221,755 | (6) | — | 1,884,011 | (3) | 3,947,797 | (4) | 3,947,797 | (5) | 3,892,238 | (6) | — | |||||||||||||||||||||||||||||||||
COBRA | 24,778 | 24,778 | — | — | — | 39,068 | 39,068 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
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Total | $ | 10,570,652 | $ | 7,485,057 | $ | 8,912,287 | $ | 2,221,755 | $ | — | $8,547,995 | $11,659,061 | $8,146,923 | $8,091,364 | $— | |||||||||||||||||||||||||||||||||||
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Guido F. Sacchi | ||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary severance | $ | 862,500 | $ | 1,150,000 | $ | — | $ | — | $ | — | $862,500 | $1,150,000 | $— | $— | $— | |||||||||||||||||||||||||||||||||||
Annual cash incentive bonus | 850,565 | 575,000 | — | — | — | 575,000 | 575,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other cash severance | 862,500 | 1,150,000 | — | — | — | 862,500 | 1,150,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Restricted stock acceleration | 1,445,510 | 1,445,510 | 1,445,510 | 1,445,510 | — | 3,560,506 | 3,560,506 | 3,560,506 | 3,560,506 | — | ||||||||||||||||||||||||||||||||||||||||
Stock option acceleration(2) | 1,219,070 | 1,419,204 | 1,419,204 | 1,419,204 | — | 25,634 | 25,634 | 25,634 | 25,634 | — | ||||||||||||||||||||||||||||||||||||||||
Performance units | 4,915,222 | (3) | 6,909,896 | (4) | 5,745,893 | (5) | 11,630,167 | (6) | — | 1,987,061 | (3) | 4,267,903 | (4) | 4,267,903 | (5) | 3,883,046 | (6) | — | ||||||||||||||||||||||||||||||||
COBRA | 34,784 | 34,784 | — | — | — | 38,875 | 38,875 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
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Total | $ | 10,190,152 | $ | 12,684,395 | $ | 8,610,608 | $ | 14,494,882 | $ | — | $7,912,076 | $10,767,918 | $7,854,043 | $7,469,186 | $— | |||||||||||||||||||||||||||||||||||
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David L. Green | ||||||||||||||||||||||||||||||||||||||||||||||||||
Base salary severance | $ | 825,000 | $ | 1,100,000 | $ | — | $ | — | $ | — | $825,000 | $1,100,000 | $— | $— | $— | |||||||||||||||||||||||||||||||||||
Annual cash incentive bonus | 774,690 | 550,000 | — | — | — | 550,000 | 550,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Other cash severance | 825,000 | 1,100,000 | — | — | — | 825,000 | 1,100,000 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Restricted stock acceleration | 1,114,346 | 1,114,346 | 1,114,346 | 1,114,346 | — | 3,324,076 | 3,324,076 | 3,324,076 | 3,324,076 | — | ||||||||||||||||||||||||||||||||||||||||
Stock option acceleration(2) | 981,285 | 1,132,785 | 1,132,785 | 1,132,785 | — | 19,411 | 19,411 | 19,411 | 19,411 | — | ||||||||||||||||||||||||||||||||||||||||
Performance units | 3,964,176 | (3) | 6,090,384 | (4) | 5,065,492 | (5) | 9,728,075 | (6) | — | 1,552,987 | (3) | 3,369,362 | (4) | 5,837,072 | (5) | 3,021,814 | (6) | — | ||||||||||||||||||||||||||||||||
COBRA | 30,655 | 30,655 | — | — | — | 35,347 | 35,347 | — | — | — | ||||||||||||||||||||||||||||||||||||||||
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Total | $ | 8,515,152 | $ | 11,118,171 | $ | 7,312,623 | $ | 11,975,206 | $ | — | $7,131,821 | $9,498,196 | $9,180,559 | $6,365,301 | $— | |||||||||||||||||||||||||||||||||||
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74 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 63
| (1) | Assumes a change in control occurred on December 31, |
| (2) | 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. |
| (3) | Amount reflects (i) 50% of |
| (4) | Amount reflects |
| (5) | Amount reflects the number of shares that would be issued at (i) the target payout levels for the performance units granted in |
| (6) | Amount reflects the number of shares that would be issued at (i) |
64 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– 75
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (excluding the Chief 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 determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.
For 2019,2021, our last completed fiscal year:
The annual total compensation of the median employee was $56,040;$56,202; and
The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table presented earlier in this Proxy,proxy, was $20,502,096$23,318,393 (which amount is exclusive of $15,046$20,521 in employer-provided health and welfare benefits)benefits and reflects).
Based on this information, for 2019,2021, 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 367.415.
To determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows:
We selected December 31, 20192021 as the date upon which we would identify the “median employee.”
We determined that, as of December 31, 2019,2021, we had approximately 23,78224,333 employees working at the Company and its consolidated subsidiaries.
As is permitted under SEC rules, we eliminated 1,0101,207 global employees (approximately 4.25%4.96% of our total population) from the data set. A list of the excluded employees and their country of residency is provided in the table below.
| Country | # of Employees | Country | # of Employees | Country | # of Employees | # of Employees | Country | # of Employees | Country | # of Employees | ||||||||||
| Austria | 4 | Italy | 1 | Romania | 10 | 22 | Ireland | 139 | New Zealand | 16 | ||||||||||
| Belgium | 1 | Macao | 6 | Singapore | 23 | 1 | Italy | 1 | Romania | 17 | ||||||||||
| Bermuda | 3 | Macao | 6 | Singapore | 25 | |||||||||||||||
| Brazil | 141 | Malaysia | 103 | Slovakia | 20 | 166 | Malaysia | 97 | Slovakia | 33 | ||||||||||
| Germany | 4 | Malta | 15 | Spain | 85 | 4 | Malta | 17 | Spain | 157 | ||||||||||
| Hong Kong | 142 | Mexico | 31 | Sri Lanka | 36 | 139 | Mexico | 138 | Sri Lanka | 30 | ||||||||||
| Hungary | 51 | Netherlands | 130 | Taiwan | 51 | 40 | Netherlands | 101 | Taiwan | 55 | ||||||||||
| Ireland | 129 | New Zealand | 11 | United Arab Emirates | 16 | |||||||||||||||
To determine our “median employee” from our adjusted employee population, we used a consistently applied compensation definition and chose “base pay (actual).” We used a stratified statistical sampling methodology to provide a reasonable estimate of the median base pay for the employee population considered. We conducted an analysis using a sample of 23,78224,333 employees. Then we identified employees who we expected were paid within approximately a +/- 10% range of that value, based on our assumptions that the median employee was likely to be within that group and that those within that group had substantially similarlysimilar probabilities of being the median employee. We then analyzed taxable wages for this group (annualizing pay for permanent employees who commenced work during 2019)2021) to select a single median employee. We did not change our methodology or material assumptions, adjustments, or estimates from those used in our pay ratio disclosure for 2018.2021.
Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in the United States, with base pay (actual) for the12-month period ending December 31, 20192021 in the amount of $46,763.$48,899.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 65
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $56,040 (inclusive of the value of employer-provided health and welfare benefits).
With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the Summary Compensation Table, plus the value of employer-provided health and welfare benefits in the amount of $15,046, which was not included in the Summary Compensation Table.
Supplemental CEO Pay Ratio
We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO pay and how it compares to the pay of the median employee. As such, we are providing a supplemental ratio that compares the Chief Executive Officer’s annual pay, excluding theone-time synergy performance unit award (see the “Synergy Awards” section), to the pay of the median-paid employee as we believe that this supplemental ratio reflects a more representative comparison. Using the same methodology above, the resulting supplemental CEO pay ratio is 286 to 1.
6676 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Proposal Three: Approval of Amendments to our Articles of Incorporation to Eliminate the Supermajority Voting Requirements
After careful consideration and upon the recommendation of the Governance and Nominating Committee, the board has unanimously determined that it would be in the best interests of Global Payments and our shareholders to amend the Company’s Third Amended and Restated Articles of Incorporation, or the Articles of Incorporation, to remove supermajority voting thresholds and provide for holders of a majority of the total number of votes entitled to vote thereon to be able to take action on items that currently require the approval of the affirmative vote of the holders oftwo-thirds of the outstanding shares of common stock entitled to vote. The board is now asking the Company’s shareholders to approve the amendments to the Articles of Incorporation as described below.
Global Payments’ Current Supermajority Standards
The Articles of Incorporation currently require the affirmative vote of the holders oftwo-thirds of the shares of the Company’s total issued and outstanding common stock entitled to vote to take the following actions:
Pursuant to Article 3.2 of the Articles of Incorporation, to remove directors from the Board for cause, and
Pursuant to Article 5 of the Articles of Incorporation, to alter, amend or repeal the bylaws, including any bylaws adopted by the Board, and adopt new bylaws.
Proposed Amendments
If shareholders approve these amendments to the Articles of Incorporation, the holders of a majority of the total number of shares entitled to vote thereon will have the authority to (i) remove directors for cause and (ii) alter, amend, repeal or adopt bylaws, including any bylaws adopted by the board (the “Amendments”).
The board has already approved amendments to the Company’s bylaws to change the voting thresholds required to (i) remove directors for cause; (ii) call a special meeting of the shareholders; and (iii) alter, amend, repeal or adopt new bylaws, in each case from the affirmative vote of the holders oftwo-thirds of the shares of the Company’s total issued and outstanding common stock entitled to vote to the majority of the total number of votes entitled to vote, with such amendments to take effect upon the filing of the Amendments to the Articles of Incorporation with the Georgia Secretary of State. If this proposal is approved and after the Amendments become effective, the Company will no longer have any supermajority vote requirements under our governing documents or under Georgia law.
Rationale for Proposed Amendments
In January 2020, the board voted to approve the Amendments and to recommend that the Company’s shareholders approve the Amendments at the 2020 Annual Meeting of Shareholders.
The Company’s board is committed to strong corporate governance practices and regularly assesses ways to improve the Company’s practices. In determining whether to propose the Amendments, the board carefully considered various arguments in support of and against the Amendments. The board recognizes that a supermajority threshold for the removal of directors and amendment, repeal or adoption of bylaws may promote continuity and stability in the Company’s corporate governance practices. While the board continues to believe that these are important benefits, the board has also considered that supermajority requirements may have the effect of reducing the accountability of directors to shareholders, and recognizes the benefit of providing shareholders an opportunity to participate in corporate governance. The board also recognizes that a growing number of public companies have proposed eliminating supermajority voting requirements and these proposals have generally received strong support from shareholders.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 67
In view of the considerations described above, the board, upon the recommendation of its Governance and Nominating Committee, has unanimously determined to eliminate the supermajority voting threshold as proposed.
Text and Effectiveness of the Proposed Amendments
The complete text of the proposed amendments to Article III and Article V of the Articles of Incorporation is set forth below with deletions indicated by strike-throughs and additions indicated by underlining:
ARTICLE THREE
3.2 Removal. Directors may only be removed from the Board of Directors for cause and only at a special meeting of shareholders called for such a purpose by the affirmative vote of at leasta majoritytwo thirds (2/3)of the total number of votes of the then outstanding shares of the Corporation’s capital stock entitled to vote in the election of directors and only if notice of such proposal was contained in the notice of such meeting. Any vacancy in the Board of Directors resulting from such removal shall be filled in accordance with Section 3.3 hereof. For purposes of this Section, “cause” shall mean only (a) conviction of a felony, (b) declaration of unsound mind or order of a court, (c) gross dereliction of duty, (d) commission of an action involving moral turpitude, or (e) commission of an action which constitutes intentional misconduct or a knowing violation of law if such action in either event results both in an improper substantial personal benefit and a material injury to the Corporation.
ARTICLE FIVE
AMENDMENT OF BYLAWS
Except as otherwise provided in this Article Five, the Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by (a) the affirmative vote of the holders ofa majoritytwo thirds (2/3)of the shares of stock then outstanding and entitled to vote in the election of directors, or (b) the Board of Directors of the Corporation, but any Bylaw adopted by the Board of Directors may be altered, amended, or repealed, or new Bylaws may be adopted, by the affirmative vote of the holders ofa majoritytwo thirds (2/3)of the shares of stock entitled to vote in the election of directors. The shareholders may prescribe, by so expressing in the action they take in amending or adopting any Bylaw or Bylaws, that the Bylaw or Bylaws so amended or adopted by them shall not be altered, amended or repealed by the Board Directors. Notwithstanding the foregoing, Section 4.05 of the Bylaws may not be modified, amended or repealed except by the affirmative vote of the holders of a majority of the shares of stock then outstanding and entitled to vote in the election of directors.
VOTE REQUIRED
The affirmative vote of shareholders holding a majority of our issued and outstanding shares of common stock is required to approve the proposed amendments.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL
OF THE AMENDMENTS TO GLOBAL PAYMENTS’ ARTICLES OF INCORPORATION TO
ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENTS.
68 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
Proposal Four:Three: Ratification of Reappointment of Independent Registered Public Accounting Firm
We are asking you to ratify the reappointment of Deloitte for the year ending December 31, 2020.2022. Ratification of the selection of Deloitte as the Company’s independent registered public accounting firm is not required by the SEC or NYSE rules, Georgia law, the 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 registered public accountants for the year ending December 31, 2020.2022.
Our Board of Directors recommends that you vote FOR the following resolution:
RESOLVED, that the appointment by the Audit Committee of the Company’s board of directors of Deloitte as the independent registered public accounting firm for the Company, to audit the financial statements of the Company and its subsidiaries for the year ending December 31, 2020,2022, is ratified and approved.
The Audit Committee selects our independent registered public accountants. Our Audit Committee has determined that it is in the best interest of our Company and its shareholders to continue to retain Deloitte, who served during 2019,2021, to serve as our independent registered public accounting firm for the year ending December 31, 2020,2022, and the board has ratified the selection. 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 19, 2020.16, 2022. The Audit Committee consisted of the following members as of such date: William B. Plummer (Chair), Robert H.B. Baldwin, Jr., Connie D. McDaniel and John T. Turner, 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.comwww.globalpayments.com. The Audit Committee reviews the charter annually and, when appropriate, 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 registered public accounting firm and meets with the Company’s internal auditors and independent registered public accounting firm, with and without management present (in person, by telephone or by telephone)virtually), to discuss the scope, plan, status and results of their respective audits. In addition, the Audit Committee meets with management and the independent registered public accounting firm to review the Company’s financial results and earnings press releases related thereto prior to their issuance.
In 2019,2021, the Audit Committee held five meetings. Meeting agendas are established by the Audit Committee Chair, based on input from the Chief Financial Officer and the Chief Accounting Officer. During 2019,2021, among other things, the Audit Committee:
met with the senior members of the Company’s senior leadership and financial management teamteams at each regularly scheduled meeting;
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 77
held separate private sessions, during its regularly scheduled meetings, with each of the Company’s General Counsel, the independent registered public accounting firm, and the head of Internal Audit, at which candid discussions regarding financial management, legal, accounting, auditing and internal control matters took place;
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 69
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received periodic updates on management’s processes to assess the adequacy of the Company’s internal control over financial reporting and the framework used to make the assessment;
received periodic updates from management on the Company’s financial risk management practices;
received quarterly reports from the Enterprise Risk Management Officer on key risk assessments and tolerance levels with respect to the Company’s major financial risk and enterprise exposure.
received quarterly updates from the Company’s incident management team on responses to the COVID-19 pandemic;
reviewed and discussed with management and Deloitte the Company’s earnings releases and quarterly reports on Form10-Q and annual report on Form10-K prior to filing with the SEC;
reviewed and approved the Company’s internal audit plan; and
participated, with representatives of management and Deloitte, in educational sessions about various relevant topics of interest to the Audit Committee.
Deloitte has served as the Company’s independent registered public accounting firm since 2002. Before retaining Deloitte for the year ending December 31, 2020,2022, the Audit Committee evaluated Deloitte’s performance with respect to its services to the Company provided during 2019.2021. 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 20192021 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 registered public accounting firm. The Audit Committee ensures that the mandated rotation of Deloitte’s personnel occurs routinely.
In keeping with its responsibilities and the performance of its oversight function, the members of the Audit Committee as of February 19, 202016, 2022 have reviewed and discussed with management and Deloitte our audited financial statements as of December 31, 20192021 and for the twelve 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 19, 202016, 2022 recommended to the Board that the audited financial statements referred to above be included in our Annual Report on Form10-K for 20192021 filed with the SEC.
AUDIT COMMITTEE
William B. Plummer (Chair)
Robert H.B. Baldwin, Jr.
Connie D. McDaniel
John T. Turner
78 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
The following table presents the aggregate fees for professional services rendered by Deloitte during 20192021 and 2018:2020:
|
|
2019 |
2018 | ||||||||
Audit fees | $ | 6,512,400 | $ | 5,541,200 | ||||||
Audit-related fees | 495,661 | 170,750 | ||||||||
Tax fees | 2,797,420 | 2,025,323 | ||||||||
Other fees | — | — | ||||||||
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Total | $ | 9,805,481 | $ | 7,737,273 | ||||||
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70 – GLOBAL PAYMENTS INC. |2020 Proxy Statement
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2021 |
2020 |
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Audit fees | $ | 7,188,973 | $ | 6,547,450 |
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Audit-related fees | 440,217 | 392,050 |
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Tax fees | 1,108,405 | 1,987,030 |
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Other fees | — | — |
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Total | $ | 8,737,595 | $ | 8,926,530 |
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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. Each period includes fees for reports on service organization controls and other fees associated with various initiatives by the Company. In fiscal 2019, the fees were also for services provided in connection with our merger with TYSY. Specifically, the services in connection with the merger included consultations and procedures associated with the inclusion of unaudited pro forma condensed combined financial information in our Registration Statement on FormS-4 filed in connection with the merger.
Tax fees. Tax fees represent fees for tax compliance, tax consulting and advisory services. In 2019, $639,2502021, all of the tax fees were incurred in connection with tax consulting and advisory services. In 2020, $75,000 of the fees were for tax return preparation and compliance, and $2,158,170$1,912,030 were for tax consulting and advisory services. In 2018, $236,248 of the fees were for tax return preparation and compliance, and $1,789,075 were for tax consulting and advisory services related primarily to compliance with the JOBS Act
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 whichthat 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 registered public accounting firm 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 $250,000. Any decision by the Chair topre-approvenon-auditpre-approve non-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 REGISTERED PUBLIC
ACCOUNTING FIRM.
GLOBAL PAYMENTS INC. | 20202022 Proxy Statement – 7179
Proposal Four: Advisory Shareholder Proposal to Amend the Threshold for Shareholders’ Right to Call a Special Meeting
John Chevedden, whose address is 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, has requested that the following proposal be included in this proxy statement and has indicated that he intends to bring such proposal before the Annual Meeting. Mr. Chevedden has submitted documentation indicating that he is the beneficial owner of at least50shares of our common stock and has advised the Company that he intends to continue to hold the requisite amount of shares through the date of the Annual Meeting. Mr. Chevedden’s proposal and his related supporting statement are followed by a recommendation from our board. The board disclaims any responsibility for the content of the proposal and the statement in support of the proposal, which are presented in the form received from the shareholder.
The shareholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute all of those assertions.
The Board Recommends a Vote AGAINST Shareholder Proposal No. 4
based on the reasons set forth in the Board’s Statement in
Opposition following the shareholder proposal.
Proposal 4 — Shareholder Right to Call for a Special Shareholder Meeting
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible. This proposal is more important to Global Payments shareholders because Global Payments requires 50% of shares outstanding to call for a special meeting. This can translate into 60% of the shares that vote at our annual meeting. This 50% could easily be higher than the number of shares that would need to approve an item at a special meeting. Many companies provide that 10% of shares can call a special shareholder meeting.
This proposal is also more important to Global Payments shareholders because we do not have a right to act by written consent. Many companies provide for shareholders to have both the right to call a special shareholder meeting and a right to act by written consent — we have neither.
Plus Global Payments shareholders gave 42% support to a 2021 shareholder proposal to provide for a shareholder right to act by written consent. This 42% may have represented 51% support from the shares that have access to independent proxy voting advice and are not forced to rely on biased management voting advice.
Special meetings allow shareholders to vote on important matters, such as electing new directors with special expertise or independence that may be lacking in our current or future directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund in 2021.
Our management is best served by providing the means for 10% of shareholders, who have special expertise, to bring emerging opportunities or solutions to problems to the attention of management and all shareholders.
A reasonable shareholder right to call for a special shareholder meeting makes shareholder engagement meaningful. If management is insincere in its shareholder engagement, a right for shareholders to call for a special meeting can make management think twice about insincerity.
80 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
It is important to remember that management can abruptly discontinue any shareholder engagement program if it fails to give mostly cheerleading support to management. A reasonable shareholder right to call for a special shareholder meeting will help curb such a management tendency.
PLEASE VOTE YES:
SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT — PROPOSAL 4
Statement of the Board in Opposition to Proposal 4
After careful consideration, including a review of recent investor feedback and current market trends, our board has determined to recommend a vote AGAINST this proposal for the following reasons, as explained in further detail below:
Our board has committed to amend the Company’s bylaws at the board’s next regularly scheduled meeting, which we anticipate will be held immediately after the 2022 Annual Meeting, to provide that holders of 25% of votes entitled to be cast on an issue proposed to be considered may call a special meeting and is considering other terms associated with shareholders’ right to call a special meeting, such as a holding period, limiting special meeting requests in relation to the timing of the annual meeting or special meetings addressing a similar subject matter and placing subject matter limitations on special meetings. We believe that this would continue to provide for a meaningful and balanced right for our shareholders to call a special meeting, the terms of which reflect current market practice.
A number of the institutional investors with whom we engaged recognize that too low of an ownership threshold is not reasonable given our Company’s ownership base. While the 25% threshold our board intends to adopt would require — based on current ownership levels — a minimum of four of our shareholders acting together, the proposed 10% threshold would have allowed a single shareholder to call a special meeting during most of 2021 and at most times in our Company’s recent history.
Shareholders have significant opportunities to engage with management and the board throughout the year in ways that are more cost effective.
Our existing corporate governance practices empower shareholders and promote board and management accountability.
The 25% threshold that the board has committed to adopt gives shareholders a meaningful, market standard right to call a special meeting and other ways to engage with the board.
Our board believes that a 25% threshold strikes the appropriate balance between providing shareholders with a meaningful right to call a special meeting when an urgent, extraordinary event arises, on the one hand, while preventing a single shareholder or a very small minority of shareholders — who may have narrow, short-term interests — from causing, to the detriment of the Company’s other shareholders, the Company to incur the unnecessary expense or disruption of a special meeting to pursue matters that are not widely viewed as requiring immediate attention, on the other hand.
Moreover, as of February 2022, a threshold of holders of 25% of votes entitled to be cast is the same as, or more favorable to shareholders than, the special meeting rights of approximately 54% of the S&P 500 companies surveyed by FactSet that provide shareholders with a right to call a special meeting. In fact, only approximately17% of the S&P 500 companies that provide shareholders the right to call a special meeting have set a threshold of 10% as of February 2022.
This proposal, which advocates for a relatively low ownership requirement to call special meetings, could result in misuse or corporate waste by enabling currently as few as two shareholders to pursue narrow special interests that may not be in the best interests of all shareholders.
Because special meetings require considerable time, effort and resources, including significant costs in legal and administrative fees, as well as costs for preparing, printing and distributing materials and soliciting proxies, we believe that special meetings should only be held to cover extraordinary matters considered by holders of a reasonable percentage of votes entitled to be cast to be of sufficient import or urgency that they cannot wait
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 81
until the next annual meeting. Moreover, the form of the special meeting — in-person or remote — does not change the substantial commitment of time and financial resources required by the board and management to prepare for such a meeting. The board believes that providing for a threshold of holders of 25% of votes entitled to be cast preserves a reasonable and appropriate balance between providing shareholders with the right to call a special meeting while protecting against unnecessary waste of corporate resources and disruptions associated with convening a special meeting, especially in light of the Company’s concentrated shareholder base.
We support various means for our shareholders to effectively communicate with the board and senior management beyond the limited forum of a special meeting.
We provide significant opportunities to shareholders to raise matters through the shareholder proposal process, at our annual meeting, which is generally attended by all of our directors, and throughout the year.
We regularly engage with many of our shareholders and, following our receipt of a written consent proposal —also from Mr. Chevedden — in connection with last year’s annual meeting of shareholders, we engaged with a number of our institutional investors regarding the written consent proposal and, as a related matter, the appropriate ownership threshold for shareholders to call a special meeting. We found that many of the institutions with whom we engaged were not supportive of a special meeting threshold percentage similar to what Mr. Chevedden has proposed. This feedback, together with our corporate governance practices, reinforces the board’s belief that our intended threshold of 25% of votes entitled to be cast will be most appropriate for our Company.
Our corporate governance practices ensure board accountability and help facilitate shareholder action.
The Company’s corporate governance policies and practices provide shareholders with multiple avenues to voice their opinions and encourage board accountability and responsiveness to shareholder feedback. In addition to shareholders’ existing rights to call a special meeting, to nominate a director via proxy access and to exercise cumulative voting rights, the Company has no supermajority voting provisions in its charter or by-laws, provides for annual election of all directors, and a majority vote standard is applicable in uncontested director elections.
In addition, under Georgia law and NYSE rules, we must submit certain significant matters to a shareholder vote, including mergers and consolidations, large share issuances, the adoption of equity compensation plans and amendments to our certificate of incorporation.
FOR THE REASONS STATED ABOVE, THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “AGAINST” THIS SHAREHOLDER PROPOSAL.
82 – GLOBAL PAYMENTS INC. |2022 Proxy Statement
Relationships and Related Party Transactions
Related Party Transaction Policy
The board of directors has adopted a written policy forthat requires the Audit Committee to conduct a reasonable prior review approvalof, and either approve or ratification ofprohibit (as applicable) certain transactions with related parties of the Company. Transactions that are covered under the policy include any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which: (1) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year; (2) the Company is a participant; and (3) any related party of the Company (such as an executive officer, director, nominee for election as a director or greater than 5% beneficial owners of Company stock, or their immediate family members) has or will have a direct or indirect material interest.
In determining whether to approve a related party transaction, the Audit Committee evaluates the relevant facts and circumstances, including the fairness of the terms of the transaction, the benefit of the transaction to the Company, the impact on a director or officer’s independence, the availability of the goods or services from other sources and other facts considered material by the Audit Committee.
The policy does not apply to transactions which occurred, or in the case of ongoing transactions, transactions which began prior to the date of the adoption of the policy by the board.
Related Party Transactions
Charles D. Todd, the brother of Paul M. Todd, the Company’s Senior Executive Vice President and Chief Financial Officer, is employed by the Company as a vice president and assistant treasurer following the completion of the merger with TSYS. Charles D. Todd received $198,892$285,180 in compensation from the Company during 2019.2021.
A copy of our Annual Report on Form10-K for 2019,2021, including the financial statements and financial statement schedules (but without exhibits), will be provided, free of charge, upon written request of any shareholder addressed to Global Payments Inc., 3550 Lenox Road, Suite 3000 Atlanta, Georgia 30326, Attention: Investor Relations. Additionally, our Annual Report on Form10-K is available on the SEC’s web site atwww.sec.gov.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee were at any time during 2021, or at any other time, an officer or employee of the Company. During 2021, none of the Company’s executive officers served on the board of directors or compensation committee of any other entity that had an executive officer that serves on the Company’s board or Compensation Committee.
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 notify us or your broker that you no longer wish to participate in householding. 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, 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326 or by contacting Investor Relations at Investor.Relations@globalpay.com or (770)829-8478.
GLOBAL PAYMENTS INC. |2022 Proxy Statement– 83
We will maintain a list of shareholders entitled to vote at the annual meeting. The list will be available for examination during the annual meeting.
Delinquent Section 16(a) Reports
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 2019,2021, 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 exceptions: one stock option grant by the Company to each of Messrs. Sloan, Bready, Todd, Sacchi and Green was inadvertently omitted from each such reporting person’s Form 4 and, accordingly, such transactions were not reported on a timely-filed Form 4. Such transactions have been subsequently reported on Form 4 for each reporting person.
7284 – GLOBAL PAYMENTS INC. | 20202022 Proxy Statement
Form 4 with respect to each of Messrs. Todd and Woods reported an incorrect number of shares owned as a result of an error by our third party equity plan administrator and had to be amended. 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 30326. The list will be available for examination at the annual meeting.
GLOBAL PAYMENTS INC. |2020 Proxy Statement– 73
Performance Metrics for Determining Short-Term Cash Incentives
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 plus network fees and adjusted operating margin. These performance metrics, as used herein, are calculated for the sole purpose of determining compensation. Set forth below is a methodology for determining, and the rationalrationale for using, these terms.terms (as well as adjusted free cash flow in connection with the BP&R performance units).
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 |
Adjusted EPS is a primary metric management uses to more | ||
Adjusted Net Revenue |
Adjusted net revenue
|
Adjusted net revenue | ||
Adjusted Operating Margin | Adjusted operating margin is calculated by dividing adjusted operating income, by adjusted net
Adjusted operating income excludes acquisition-related amortization expense, share-based compensation expense, acquisition and integration expense and other items specific to the reporting period. | Adjusted operating margin allows us to assess the quality and efficiency of our operations to promote a long-term outlook.
| ||
Adjusted Free Cash Flow | Adjusted free cash flow is calculated as net operating cash flows, excluding the impact of settlement processing assets and obligations and acquisition and integration expenses, less capital expenditures and distributions to non-controlling interests. | Adjusted free cash flow is used to measure the Company’s ability to service debt, return capital to shareholders, invest in the business and demonstrate value creation of our underlying operations. |
Adjusted EPS, adjusted net revenue, plus network feesadjusted operating margin and adjusted operating marginfree cash flow should be considered in addition to, and not as a substitute for, GAAP diluted earnings per share, revenue, and operating income and cash flow from operating activities, respectively. Because these performance metrics, as used herein, are calculated for the sole purpose of determining compensation, they may differ from thenon-GAAP financial measures reported elsewhere in Company filings.
74 –GLOBAL PAYMENTS INC. | 20202022 Proxy Statement– A-1
GLOBAL PAYMENTS INC. 3550 LENOX ROAD, SUITE 3000 ATLANTA, GA 30326 SCAN TO VIEW MATERIALS & VOTE w BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use VOTE the BY Internet INTERNET to transmit —www your .proxyvote voting instructions .com or scan and the for QR electronic Barcode delivery above of or information thecut-off date up until . Have 11:59 your P .proxy M.P.M. Eastern card in Time hand the when day before you access the cut-off date or meeting the web date site voting and follow instructiondate. Follow the instructions form. to obtain your records and to create an electronic voting instruction form.
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GLOBAL PAYMENTS INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS
2 3, AND 4. 3.
1. Election of TwelveEleven Nominees as Directors: For Against Abstain
1a. F. Thaddeus Arroyo ! ! ! For Against Abstain 1b. Robert H.B. Baldwin, Jr. ! ! ! 1i. William B. Plummer ! ! ! 1c. John G. Bruno ! ! ! 1j. Jeffrey S. Sloan ! ! ! 1d. Kriss Cloninger III ! ! ! 1k.1e. Joia M. Johnson 1f. Ruth Ann Marshall 1g. Connie D. McDaniel 1h. William B. Plummer 1i. Jeffrey S. Sloan
1j. John T. Turner ! ! ! 1e. William I Jacobs ! ! ! 1l.
1k. M. Troy Woods ! ! ! 1f. Joia M. Johnson ! ! !
2. compensation Approval, compensation on of an our advisory named executive basis, officers of the ! ! ! for 2019. 1g. Ruth Ann Marshall ! ! ! 2021.
3. Approval incorporation& Ratification Touche LLP of amendments to eliminate to supermajorityas the our articlesappointment independent of ! ! ! 1h. Connie D. McDaniel voting requirements. ! ! ! 4. Rregistered Deloitte a t i f i c a & t i Touche o n o f LLP t h e as a p our p o independent i n t m e n t o f ! ! ! For address changes and/or comments, please check this boxDecember public accounting 31, 2022. firm for the year ending ! December 31, 2020. and write themTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL 4.
4. Advisory shareholders’ vote right on the back where indicated. shareholder to call a special proposal meeting. regarding
The undersigned hereby acknowledges receipt of NOTICE of the ANNUAL MEETING and the PROXY STATEMENT and hereby revokes all Proxies previously given by the undersigned for the ANNUAL MEETING.
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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Important notice regardingNotice Regarding the Internet availabilityAvailability of proxy materialsProxy Materials for the Annual Meeting of Shareholders:
The Notice and Proxy Statement and the 20192021 Annual Report to Shareholders are available at: www.proxyvote.com E91287-P34767
D68348-P67659-Z81911
GLOBAL PAYMENTS INC. 3550 LENOX ROAD, SUITE 3000, ATLANTA, GEORGIA 30326
ANNUAL MEETING OF SHAREHOLDERS OF GLOBAL PAYMENTS INC. TO BE HELD APRIL 29, 202028, 2022 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GLOBAL PAYMENTS INC.
By signing on the reverse side, I hereby appoint Jeffrey S. Sloan and David L. Green as Proxies, each of them singly and each with power of substitution, to vote all shares of Common Stock of Global Payments Inc. of the undersigned or with respect to which the undersigned is entitled to vote on March 6, 20204, 2022 at the ANNUAL MEETING OF SHAREHOLDERS OF GLOBAL PAYMENTS INC. to be held at TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA 31901 on April 29, 2020,28, 2022 at 9:00 AM, EDT and at any adjournments or postponements thereof.
The Board of Directors is not aware of any matters likely to be presented for action at the Annual Meeting of Shareholders of Global Payments Inc., other than the matters listed herein. However, if any other matters are properly brought before the Annual Meeting, the persons named in this Proxy or their substitutes will vote upon such other matters in accordance with their best judgment. This Proxy is revocable at any time prior to its use.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, THIS PROXY WILL BE VOTED “FOR” ALL DIRECTOR NOMINEES IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3, AND “AGAINST” PROPOSAL 4, AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
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(Continued and to be signed on the reverse side.)
*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2020. Meeting Information GLOBAL PAYMENTS INC. Meeting Type: Annual Meeting For holders as of: March 6, 2020 Date: April 29, 2020 Time: 9:30 a.m. EDT Location: 3550 Lenox Road Atlanta, GA 30326 You are receiving this communication because you hold shares in the company named above. GLOBAL PAYMENTS INC. 3550 LENOX ROAD, SUITE 3000 This is not a ballot. You cannot use this notice to vote these ATLANTA, GA 30326 shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. P34767 See proxy the materials reverse and side voting of this instructions notice to obtain . E91289—
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT 2019 ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. How to Request and Receive a PAPER orE-MAIL Copy: If you want to receive a paper ore-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE:1-800-579-1639 3) BYE-MAIL*: sendmaterial@proxyvote.com * If requesting materials bye-mail, please send a blanke-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to thise-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 15, 2020 to facilitate timely delivery. How To Vote SCAN TO VIEW MATERIALS & VOTE w Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. P34767 Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. E91290—
Voting Items THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3, AND 4. 1. Election of Twelve Nominees as Directors: 2. Approval, on an advisory basis, of the compensation of our named executive 1a. F. Thaddeus Arroyo officers for 2019. 3. Approval of amendments to our articles of 1b. Robert H.B. Baldwin, Jr. incorporation to eliminate supermajority voting requirements. 1c. John G. Bruno 4. Ratification of the appointment of Deloitte & Touche LLP as our independent 1d. Kriss Cloninger III public accounting firm for the year ending December 31, 2020. 1e. William I Jacobs 1f. Joia M. Johnson 1g. Ruth Ann Marshall 1h. Connie D. McDaniel 1i. William B. Plummer 1j. Jeffrey S. Sloan 1k. John T. Turner 1l. M. Troy Woods—P34767 E91291
E91292-P34767
