As filed with the Securities and Exchange Commission on March 17, 2022

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

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GLOBAL PAYMENTS INC.

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PROXY STATEMENT AND NOTICE OF

2022 ANNUAL MEETING OF SHAREHOLDERS

April 28, 2022

 

 

 

 

Table of Contents

 

Proxy Statement Summary			1
2022 Annual Meeting of Shareholders			1
Proposals and Voting Recommendations			1
Business Goals			1
Strategy and Performance Highlights			2
Board and Corporate Governance Highlights			5
2022 Director Nominees Overview			8
ESG Governance			10
Shareholder Outreach			15
Compensation Philosophy			16
2021 Compensation Highlights			17
Named Executive Officers			17
Questions and Answers About Our Annual Meeting and this Proxy Statement			18
Proposal One: Election of Directors for a One-Year Term			22
2022 Nominees for Directors			22
Board of Directors, its Committees, Meetings and Functions			32
Effective Board Leadership Structure			32
Board Independence			33
Board Membership Criteria			33
Board Refreshment			34
Board and Committee Membership			34
Board Oversight of Risk Management			39
Evaluation of Board and Committee Effectiveness			41
Contacting Our Board of Directors			41
Director Compensation			41
Non-Qualified Deferred Compensation Plan			43
Target Stock Ownership Guidelines			43
Common Stock Ownership			44
Common Stock Ownership by Management			44
Common Stock Ownership by Non-Management Shareholders			45
Biographical Information About Our Named Executive Officers			46
Codes of Conduct and Ethics			46
Proposal Two: Advisory Vote to Approve the 2021 Compensation of Our Named Executive Officers			47
Compensation Discussion and Analysis			48
Executive Summary			48
2021 Performance – Financial Highlights			49
Executive Compensation Policies and Practices			50
Impact of COVID-19 Pandemic on Executive Compensation			51
Shareholder Say-on-Pay Vote for 2020			51
Elements of Executive Compensation Program			52
Base Salary			52
Short-Term Incentive Plan			53
Long-Term Incentive Plan			54
Other Benefits			59
Employment Agreements			59
How Compensation Decisions Are Made			59
Anti-Hedging Policy			61
Target Stock Ownership Guidelines			61
Clawback Policy			62
Report of Compensation Committee Members			62
Compensation of Named Executive Officers			63
Summary Compensation Table			63
Grants of Plan-Based Awards in 2021			65
Outstanding Equity Awards at December 31, 2021			67
Stock Options Exercised and Stock Vested during 2021			69
Non-Qualified Deferred Compensation Plan			69

Pension Benefits			70
Potential Payments upon Termination, Retirement or Change in Control			70
CEO Pay Ratio			76
Proposal Three: Ratification of Reappointment of Independent Registered Public Accounting Firm			77
Report of the Audit Committee			77
Auditor Fees			79
Audit Committee Pre-Approval Policies			79
Proposal Four: Advisory Shareholder Proposal to Amend the Threshold for Shareholders’ Right to Call a Special Meeting			80
Additional Information			83
Relationships and Related Party Transactions			83
Shareholders Sharing the Same Address			83
Shareholder List			84
Deliquent Section 16(a) reports			84
Appendix A			A-1

 

 

March 17, 2022

Dear Shareholder:

The board of directors and officers of Global Payments Inc. invite you to attend our 2022 Annual Meeting of Shareholders. The meeting will be held on Thursday, April 28, 2022, at 9:00 a.m. Eastern Daylight Time in the TSYS Riverfront Campus Auditorium, One TSYS Way, Columbus, GA. At the annual meeting, shareholders will be asked to vote on four proposals set forth in the Notice of 2022 Annual Meeting of Shareholders and the proxy statement following this letter.

On behalf of the board and management, we thank you for your support of the company and for your continued investment in Global Payments. In that spirit, we thought it appropriate to share with you several of the most important areas in which the board focused its attention in 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 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 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 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.

Achieving synergy targets ahead of schedule. 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.

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 Lead Director and Chairman.

Your vote is important to us, and we encourage you to read the proxy statement carefully and vote your shares per the instructions included herein. We are proud of our progress and achievements in 2021 and are encouraged by the opportunities 2022 presents.

We look forward to seeing you on April 28.

 

Sincerely,
Jeffrey S. Sloan		M. Troy Woods
Chief Executive Officer		Chairman of the Board

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 

Date and Time		Thursday, April 28, 2022, at 9:00 a.m. Eastern Daylight 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.
Items of Business		1.  To elect the eleven directors nominated by our board of directors and named in the proxy statement.   2.  To approve, on an advisory basis, the compensation of our named executive officers for 2021.   3.  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, 2022.   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.

Vote Right Away

 

On March 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 4, 2022 are entitled to receive notice of, and to vote at, the annual meeting or any adjournment or postponement thereof.

 

Submitting your proxy does not affect your right to vote at the annual meeting if you attend the meeting. Therefore, we urge you to submit your proxy as soon as possible, regardless of whether or not you expect to attend the annual meeting. You may revoke your proxy at any time before its exercise by (i) delivering written notice of revocation to our Corporate Secretary, David L. Green, at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, (ii) submitting to us a duly executed proxy card bearing a later date, (iii) voting via the internet or by telephone at a later date, or (iv) appearing at the annual meeting and voting; provided, however, that no such revocation under clause (i) or (ii) shall be effective until written notice of revocation or a later dated proxy card is received by the Corporate Secretary at or before the annual meeting, and no such revocation under clause (iii) shall be effective unless received on or before 11:59 p.m., Eastern Daylight Time, on April 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 ratification of the reappointment of Deloitte as the Company’s independent registered public accounting 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

 

Proxy Statement Summary

We provide below highlights of certain information in this proxy statement. As it is only a summary, please refer to the complete proxy statement and 2021 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.

2022 Annual Meeting of Shareholders

 

Date and Time:		Thursday, April 28, 2022, at 9:00 a.m. Eastern Daylight 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 4, 2022
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 Eleven Directors		FOR each nominee				22
2 – Advisory Vote on Compensation of Our Named Executive Officers (“say-on-pay” vote)		FOR				47
3 – Ratification of the Reappointment of Our Independent Registered Public Accounting Firm		FOR				77
4 – Advisory Vote on Shareholder Proposal Regarding Shareholders’ Right to Call a Special Meeting, if properly presented		AGAINST				80

Business Goals

Our vision, culture and values all align and provide the critical foundation needed to achieve our business goals:

 

•

Leading with technology and innovation to deepen our competitive advantages;

 

•

Further scaling the four pillars of our strategy: software-driven focus, omnichannel expansion, exposure to faster growth markets and B2B payments;

 

•

Delivering commerce enablement solutions globally to broaden our leading position as a sales-driven, product-led company;

 

•

Providing frictionless, best-in-class customer experiences, and creating stickier, longer-term relationships;

 

•

Nurturing our culture, values and DEI initiatives to attract, retain and motivate exceptional team members; and

 

•

Supporting our communities as a socially responsible company with purpose and understanding.

 

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 1

Proxy Summary — Strategy and Performance 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 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.

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.

 

2 – GLOBAL PAYMENTS INC. | 2022 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 Service both 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 ☑ Non-employee Chairman of the Board ☑ Board oversight of risk management ☑ Governance and Nominating Committee oversight of ESG risk ☑ Ten out of eleven director nominees are non-employees ☑ Nine out of eleven director nominees are independent ☑ 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, Governance and Nominating, and Technology Committees ☑ Proxy access for shareholders ☑ Annual robust board and committee self-evaluations, including Chair interviews		☑ 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 ☑ Over-boarding restrictions ☑ Annual Global Responsibility Report disclosing our performance, progress and strategy on key ESG topics and DEI targets ☑ Greater than 75% director attendance at meetings ☑ Non-employee directors meet without management present ☑ Independent directors meet without non-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.

The composition of our director nominees consists of:

 

 

6 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

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. Information regarding each nominee’s skills and qualifications can be found within their individual biographies on pages 23-31.

 

 

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.

 

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

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

Robert H.B. Baldwin, Jr.

6 Years

Former Vice Chairman, Heartland Payment Systems, Inc.

Yes

John G. Bruno

8 Years

Former Chief Operating Officer, Aon, plc

Yes

Joia M. Johnson

2.5 Years

Former Chief Administrative Officer, Hanesbrands Inc.

Yes

Ruth Ann Marshall

15.5 Years

Former President of Americas, MasterCard International

Yes

Connie D. McDaniel

2.5 Years

Director, Virtus Mutual Fund Family

Yes

William B. Plummer

5 Years

Former Executive Vice President & Chief Financial Officer, United Rentals Inc.

Yes

John T. Turner

2.5 Years

Chairman of the Board, W.C. Bradley Co.

Yes

    Chair          Member

 

8 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

Proxy Summary — Global Citizen Responsibility

 

Global 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 actions and reporting, including reporting sustainability information using the SASB framework in our Global Responsibility Report. We have aligned our strategy and efforts to 12 of the 17 Sustainable Development Goals adopted in the 2030 Agenda for Sustainable Development by the United Nations.

 

In 2021, we published our third Global Responsibility Report (which is not incorporated into this proxy statement), 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

 

ESG Governance

Our Governance and Nominating Committee has formal oversight of the Company’s ESG activities, as reflected in the committee’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 geographic 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. | 2022 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 a Supplier 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 Advisory Council   We continue to build on our strong history of inclusion and diversity initiatives, including with the progress made through our Inclusion and Diversity Advisory Council chaired by our President and Chief Operating Officer. The council consists of a representative group of our employees worldwide who provide insight and input on our inclusion and diversity initiatives, including our strategy to increase representation of women and minorities at leadership levels in the Company. As part of this initiative, we are a signatory to the CEO Action for Diversity and Inclusion™, which demonstrates that DEI is a top priority of the Company and is supported by our leadership.		Ongoing DEI Initiatives   Amid the continued challenges over the past year, we have expanded our DEI efforts to respond to the needs of our communities and team members. Some of our initiatives include the following:   Continued our Inclusion and Diversity Speaker Series as an information resource on relevant DEI topics for all employees around the world. We broadened our focus on inclusion and diversity by including racial equity in our conversations. Notably, the Global Payments Onyx Network hosted a panel with Columbus, Georgia government officials and police leaders to foster discussion on progressing the city’s diversity and inclusion efforts at the government level. Additionally, the Global Payments Pride Network welcomed Wade Davis, former NFL Player and current VP of inclusion for product at Netflix.   Expanded and enhanced our employee resource groups — the Global Payments Onyx Network, the Global Payments Women’s Network, the Global Payments Pride Network and the Global Payments Veterans’ Network — through various of our office locations.   Continued our charitable giving plan to fight systemic racism and address the holistic needs of the Black Community through The Social Justice and Equality Fund, which advocates for affordable and equitable healthcare through the Bernard J. Tyson Fund and seeks to provide educational opportunities through UNCF.   For more information about our human capital management practices, please refer to our 2021 Annual Report on Form 10-K and our 2021 Global Responsibility Report available at www.globalpaymentsinc.com/ investorrelations/globalresponsibility. The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.

 

 

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:

 

		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 Usage   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 Waste   We actively manage our water usage and have implemented conservation practices across our global office footprint, including efficient and low-flow plumbing systems, water reuse, and water-efficient landscaping. We have implemented recycling initiatives to limit what we send to landfills and have a formal destruction of data policy to minimize e-waste. In all of our larger offices, our physical recycling policies extend to plastics and glass, 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 Initiatives   In the U.S., we are actively working to consolidate our data space footprint and are committed to evaluating the environmental impact and green efforts of the facilities where we lease storage capacity. Our 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 cloud with technology partners like Amazon Web Services (AWS) and Google.
		Providing Alternative Transportation   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.

 

14 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

Proxy Summary — Shareholder Outreach

 

Shareholder Outreach

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

 

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 annual say-on-pay vote   ☑ Adjust performance goals under our short-term incentive plan to reflect acquisition impacts   ☑ Require Compensation Committee certification of performance results for purposes of NEOs’ compensation   ☑ Employ “double-trigger” change-in-control compensation   ☑ Have a clawback policy   ☑ Impose minimum stock ownership thresholds and holding periods until such thresholds are met		☒ Provide for excise tax gross-ups   ☒ Permit hedging or pledging of our stock   ☒ Re-price or discount stock options or SARs   ☒ Permit liberal share recycling or “net share counting” upon exercise of stock options or SARs   ☒ Pay dividend equivalent rights on performance units

How our Compensation Program Supports our Business Strategy

 

		Core Component		Objective Features		Page
		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.			52
		Annual Cash Incentives		Our annual performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders. For 2021, awards under our annual performance plan were determined based on specified goals for adjusted EPS, adjusted net revenue and adjusted operating margin (described in Appendix A to this proxy statement).			53
		Performance Units		Performance units are performance-based restricted stock units that, after a three-year performance period, may convert into a number of unrestricted shares depending on the growth of our annual adjusted EPS for each of the three years in the performance period.   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.			55
		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.			56
		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.			56

 

16 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

Proxy Summary — Compensation Philosophy

 

2021 Compensation Highlights

The following charts show the mix of total target compensation in 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 COMPENSATION

*	Performance units are reflected at target allocation.

Named Executive Officers

Beginning on page 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 2021. Our NEOs for the year ended December 31, 2021 were:

 

•

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

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 17

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 2022 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held on Thursday, April 28, 2022 at 9:00 a.m., Eastern Daylight Time.

2. What am I voting on and how does the board of directors recommend that I vote?

 

Our board of directors recommends that you vote FOR proposals 1, 2 and 3, and AGAINST proposal 4:

 

•

Proposal 1:    Election of each of the eleven directors nominated by our board.

 

•

Proposal 2:    Approval, on an advisory basis, of the compensation of the NEOs for 2021. This proposal is referred to as the “say-on-pay” proposal.

 

•

Proposal 3:    Ratification of the reappointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2022.

 

•

Proposal 4:    Advisory vote on a shareholder proposal regarding shareholders’ right to call a special meeting.

3. Could other matters be decided at the annual meeting?

 

Yes. The shareholders may transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. If any other matter properly comes before the meeting and you have submitted your proxy, the proxy holders will vote as recommended by the board or, if no recommendation is made, in their own discretion.

4. Why did I receive a mailed notice of internet availability of proxy materials instead of a full set of proxy materials?

 

As permitted by the SEC, we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the internet. The notice contains instructions on how to access this proxy statement and our Annual Report on Form 10-K and how to vote online or submit your proxy over the internet or by telephone. You will not receive a printed copy of the proxy materials in the mail unless you request one, which you may do by following the instructions contained in the notice. We encourage you to take advantage of the electronic availability of proxy materials to help reduce the cost and environmental impact of the annual meeting.

5. How do I vote?

 

If you received a notice of electronic availability, that notice provides instructions on how to vote by internet, by telephone or by requesting and returning a paper proxy card. You may submit your proxy voting instructions via the internet or telephone by following the instructions provided in the notice. The internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares, and to confirm that your voting instructions are properly recorded. If your shares are held in the name of a bank or a broker, the availability of internet and telephone voting will depend on the voting processes of the bank or broker. Therefore, we recommend that you follow the instructions on the form you receive. If you received a printed version of the proxy materials by mail, you may vote by following the instructions provided with your proxy materials and on your proxy card.

 

18 – GLOBAL PAYMENTS INC. | 2022 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. 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 27, 2022, the day before the annual meeting.

 

•

Change your vote at the meeting.

7. Who is entitled to vote?

 

All shareholders who owned shares of our common stock at the close of business on March 4, 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 represented either in person or by proxy. This is referred to as a “quorum.” Abstentions and broker non-votes (described below) will be treated as present for purposes of establishing a quorum. If a quorum is not present, the annual meeting may be adjourned by the holders of a majority of the shares represented at the annual meeting. The annual meeting may be rescheduled at the time of the adjournment with no further notice of the reconvened meeting if the date, time and place of the reconvened meeting are announced at the adjourned meeting before its adjournment; provided, however, that if a new record date is or must be fixed, notice of the reconvened meeting must be given to the shareholders of record as of the new record date. An adjournment will have no effect on the business to be conducted at the meeting.

9. What are the voting standards for the proposals?

 

The following table provides information about the votes needed to approve each proposal. A “majority of votes cast” means the number of shares voted “FOR” the proposal exceeds the number of shares voted “AGAINST” the proposal.

 

Item of Business

Board Recommendation

Voting Approval Standard

Effect of Abstention

Effect of Broker Non- Vote

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. If you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, then your shares will be voted in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.

Beneficial owners of shares held in street name.    If you hold your shares in street name and do not provide voting instructions to your broker, your broker will have the discretionary authority to vote your shares only on proposals that are considered “routine.” The only proposal at the annual meeting that is considered routine is the ratification of the reappointment of our independent registered public accounting firm. All of the other proposals are considered “non-routine,” which means that your broker will not have the discretionary authority to vote your shares with respect to such proposals. Shares for which you do not provide voting instructions and a broker lacks discretionary voting authority are referred to as “broker non-votes.” Broker non-votes are counted as present for the purpose of establishing a quorum, but will not affect the outcome of the vote on any proposal.

12. What should I do if I receive more than one proxy or voting instruction card?

 

Shareholders may receive more than one set of voting materials, including multiple copies of the notice of electronic availability, these proxy materials and proxy cards or voting instruction cards. For example, shareholders who hold shares in more than one brokerage account may receive separate notices for each brokerage account in which shares are held. Shareholders of record whose shares are registered in more than one name will also receive more than one notice. You should vote in accordance with all of the notices you receive to ensure that all of your shares are counted.

13. Who pays the cost of proxy solicitation?

 

The cost of soliciting proxies will be borne by us. However, shareholders voting electronically (via phone or the internet) should understand that there may be costs associated with electronic access, such as usage charges from internet service providers or telephone companies. In addition to solicitation of shareholders of record by mail, telephone or personal contact, arrangements will be made with brokerage houses to furnish proxy materials to their principals, and we may reimburse them for mailing expenses. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of common stock.

14. May I propose actions for consideration at next year’s annual shareholder meeting?

 

Proposals for Inclusion in Next Year’s Proxy Statement (Rule 14a-8):    SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in Rule 14a-8 of the Securities Exchange Act of 1934, or the Exchange Act. Proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy statement for the 2023 annual shareholder meeting must be received by our Corporate Secretary no later than 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 October 18, 2022 and no later than close of business on 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 Rule 14a-8), but instead to be presented directly at shareholder meetings. In each case, director nominations or proposals for other business for consideration at the 2023 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 18, 2022 and 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 Form 10-K. We undertake no responsibility to publicly update or revise any forward-looking statement, except as required by law.

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 21

Proposal One: Election of Directors for a One-Year Term

2022 Nominees for Directors

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. Following 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 board. As a result, the size of the board will be reduced to 11 members, effective immediately following the annual 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 director of Global Payments and has agreed to serve as a director if elected. Proxies cannot be voted for a greater number of persons than the 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 director nominees, as described below, will continue to contribute to an effective and well-functioning board. Included in each director nominee’s biography is a description of select key qualifications and experience that led the board to conclude that each nominee is qualified to serve as a member of the board. For information on the factors the board considers when evaluating candidates for nomination, 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 eleven nominees.

 

 

22 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

Director Nominee Biographies

 

		M. Troy Woods Chairman of the Board
		Age: 71		Committee(s): •  None		Current Public Directorship(s): •  None
		Director Since: 2019		Other Public Directorship(s) in the Past Five Years: •  Total System Services, Inc. (TSYS)
		Race/Ethnicity: White
		Skills and Qualifications: •   Knowledge and expertise in the payments and financial services industry through 30-year career at TSYS, including service as Chairman, President and CEO •   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 international expansion   Career Highlights: •   Former Chairman, President and Chief Executive Officer of TSYS (2014 — 2019); President and Chief Operating Officer (2003 — 2014); Executive Vice President (1995 — 2003); Vice President (1987 — 1995)
		Kriss Cloninger III Lead Independent Director
		Age: 74		Committee(s): •  Compensation		Current Public Directorship(s): •  None
		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 roles at Aflac Incorporated •   Experience in corporate strategy and risk management •   Substantial experience of financial matters through tenure as Chief Financial Officer of Aflac Incorporated •   Significant experience as a public-company director   Career Highlights: •   Former President and member of the board (2001 — 2017) of Aflac Incorporated, an insurance holding company •   Former Chief Financial Officer (1992 — 2015) of Aflac Incorporated •   Former director of TSYS (2004 — 2019) and lead independent director of TSYS (2017 — 2019)

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 23

		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 industry, including over 8 years as our CEO •   Significant experience leading corporate and employee culture initiatives •   Extensive experience in implementing large-scale systems integration services, strategic planning, managing acquisitions and risk and compliance management •   Corporate strategy development and finance expertise   Career Highlights: •   Chief Executive Officer of Global Payments (since October 2013); President (2010 — 2014) •   Former partner and worldwide head of the Financial Technology Group in New York for Goldman Sachs Group, Inc., focusing on mergers, acquisitions and corporate finance (2004 — 2010) •   Managing Director of Goldman Sachs Group, Inc. (2001 — 2004) •   Former president and chairman of the board of directors of the Electronic Transactions Association (2017 — 2018)

 

24 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

		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 career in various executive positions at AT&T •   Extensive information security, cyber-security and technology innovation expertise, having led the transformation of AT&T’s technology strategy •   Significant global business experience •   Mergers and acquisitions expertise   Career Highlights: •   Chief 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 expertise derived from 16-year career as a member of Heartland Payment Systems, Inc.’s executive management team, culminating as its Vice Chairman •   Extensive executive and leadership experience •   Substantial experience in financial and accounting matters through tenure as Chief Financial Officer of both Heartland Payment Systems Inc. and COMFORCE Corp. •   Significant merger and acquisition expertise   Career Highlights: •   Former Vice Chairman (an executive office) of Heartland Payment Systems Inc. (2012 — 2016); Interim Chief Financial Officer (2013 — 2014); President (2007 — 2012); Chief Financial Officer (2000 — 2011) •   Former Chief Financial Officer of COMFORCE Corp., a staffing company (1998 — 2000) •   Former Managing Director, Smith Barney (1985 — 1998) •   Former Vice President of Citicorp. (1980 — 1985)

 

26 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

		John G. Bruno
		Age: 57		Committee(s): •   Compensation (Chair) •   Technology		Current Public Directorship(s): •   None
		Director Since: 2014 Independent		Other Public Directorships in the Past 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 technology industry in various executive leadership roles •   Global business operations experience •   Strong sustainability experience as a result of spearheading various environmental initiatives during role as Chief Operating Officer of Aon, plc   Career Highlights: •   Former Executive Advisor to the CEO of Aon, plc, a publicly-traded global risk management service provider, and its former Chief Operating Officer (2020 — 2021) and Chief Executive Officer of its Data & Analytics Services business unit (2019 — 2021); Chief Operations Officer (2017 — 2019); Executive Vice President of Enterprise Innovation and Chief Information Officer (2014 — 2017) •   Former Executive Vice President, Industry and Field Operations and Corporate Development, NCR Corporation, a publicly traded technology company (2013 — 2014); Executive Vice President and Chief Technology Officer (2011 — 2013); Executive Vice President, Industry Solutions Group (2008 — 2011) •   Former Managing Director at Goldman Sachs Group, Inc. (2007 — 2008) and Merrill Lynch & Co. (2006 — 2007) •   Senior Vice President, General Manager, RFID Division of Symbol Technologies, Inc. (2004 — 2005); Senior Vice President, Corporate Development (2004 — 2005); Senior Vice President, Business Development, and Chief Information Officer (2002 — 2004)

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 27

		Joia M. Johnson
		Age: 62		Committee(s): •   Technology •   Compensation		Current Public Directorship(s): •   Regions Financial Corporation •   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 expertise   Career Highlights: •   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 board of directors of Novant Health, a private network of clinics, outpatient services and hospitals

 

28 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

		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 the Past Five Years: •  None
		Race/Ethnicity: White
		Skills and Qualifications: •   Deep knowledge of our Company’s business and industry, including from serving as President, Americas for Mastercard International •   Experience with the issues, opportunities and challenges facing our Company, including strategic planning and strategy development •   Unique perspective on the history and the direction of the Company gained through extensive service on our board •   Experience with ESG matters, including as Chair of Nominating and Corporate Governance Committee at Regions   Career Highlights •   Former President, Americas, Mastercard International (2000 — 2006) •   Former Senior Executive Vice President, Concord EFS, Inc. (1995 — 1999)
		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 the Past 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 acquisitions and international business experience •   Expertise from serving as a director of publicly traded companies and mutual funds.   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. | 2022 Proxy Statement  – 29

		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 the Past Five Years: •   John Wiley & Sons, Inc. •   Nesco Holdings, Inc.
		Race/Ethnicity: African-American
		Skills and Qualifications: •   Executive leadership experience, including service as the Chief Financial Officer of United Rentals, Inc. •   Extensive financial and accounting expertise, which enables Mr. Plummer to provide valuable leadership to the oversight of financial reporting •   Significant experience in operational, financial and strategic development •   Substantial public director experience   Career Highlights: •   Corporate director and business consultant/advisor (since 2019) •   Senior advisor to United Rentals Inc., a publicly traded equipment rental company (2018 — 2019), and Executive Vice President and Chief Financial Officer (2008 — 2018) •   Former Chief Financial Officer of Dow Jones & Company, Inc. (2006 — 2007) •   Former Vice President and Treasurer of Alcoa, Inc. (2000 — 2006) •   Director of Venture Metals, Inc., a privately held metal recycling company (since 2019) •   Chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (since 2020) •   Former director and member of the audit and technology committees of John Wiley & Sons, Inc., a publisher and service provider in the scientific research, higher education and professional development fields (2003 — 2019)

 

30 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

		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 of TSYS since 2003 until its merger with Global Payments •   International business, mergers and acquisitions experience •   Risk assessment and oversight   Career Highlights: •   Chairman of the board of W.C. Bradley Co., a privately held consumer products and real estate company (Chairman since April 2018; director since 1999) •   Served in various capacities with W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. (1979 — 1999)

There is no family relationship between any of our NEOs or directors. Other than as described elsewhere in this proxy statement, 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.

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 31

Board of Directors, its Committees, Meetings and Functions

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.

The board believes this structure and separation provides a balance between the independent 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, our Chairman is an effective liaison between the board and senior management and focuses the board on critical business and operational issues.

 

Chairman		Chief Executive Officer		Lead Independent Director
Key Responsibilities and Duties
✓  Presiding at all meetings of the board (including all executive sessions of non-employee directors)   ✓  Establishing the agenda and meeting schedules for board meetings   ✓  Conferring with the Chief Executive Officer on the Company’s strategy and strategic plan   ✓  Generally approving information provided to the board, board meeting agendas and meeting schedules to ensure there is sufficient time for discussion of all agenda items   ✓  Leading board self-assessment interviews with all directors   ✓  Presiding over shareholder meetings		✓  Creating and implementing the Company’s vision and mission   ✓  Leading the development of the Company’s strategies —both short and long-term   ✓  Setting meaningful and measurable operating and strategic goals for the Company   ✓  Establishing a strong performance management culture   ✓  Assessing and managing the Company’s exposure to risk   ✓  Serving as the primary interface between management and the board   ✓  Reviewing organizational structure needs and developing ongoing management succession plans   ✓  Representing the face of the Company to stakeholders   ✓  Providing regular updates and information to the board on all key issues and business developments and status of operations		✓  Presiding at executive sessions of the board’s independent directors   ✓  Serving as liaison between the Chairman and independent directors   ✓  Serving as a liaison between management, including the Chief Executive Officer, and the independent directors   ✓  Assisting in creation of agenda and meeting schedules for board meetings   ✓  Approving retention of consultants who report to the full board

 

32 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

Board Independence

At least a majority of our directors, and all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must be “independent” based on the listing standards of the New York Stock Exchange, or the NYSE. Each year, our board of directors reviews the independence of our directors and considers, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and our Company and our subsidiaries and affiliates, on the other hand.

The purpose of the review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent as defined under the NYSE listing standards.

The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, our board of directors must affirmatively determine that a director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company). Additional independence requirements established by the SEC and the NYSE apply to members of the Audit Committee and the Compensation Committee.

Using these standards for determining the independence of its members, the board determined that the following director nominees are independent:

 

Kriss Cloninger III		John G. Bruno		Connie D. McDaniel
F. Thaddeus Arroyo		Joia M. Johnson		William B. Plummer
Robert H.B. Baldwin, Jr.		Ruth Ann Marshall		John T. Turner

In addition, the board has affirmatively determined that William I Jacobs, who is not being re-nominated, is independent.

Board Membership Criteria

The Governance and Nominating Committee recommends director candidates for nomination to the board. The Governance and Nominating Committee considers candidates for directors 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.

Our Corporate Governance Guidelines set forth the following non-exclusive criteria for directors:

 

✓ Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision.   ✓ Diversity — The board and Governance and Nominating Committee value diversity among our directors and believe that diversity on our board should be a priority, and therefore actively seek diverse candidates with regard to gender, race, ethnicity, background and other attributes and skills.   ✓ Age and Tenure — The age and board tenure of each incumbent director.   ✓ Board Size — The committee periodically evaluates whether a larger or smaller board would be preferable, depending on the board’s needs and the availability of qualified candidates.   ✓ Board Independence — Independence of candidates for director nominees, including the appearance of any conflict in serving as a director.   ✓ Board Contribution — Integrity, business judgment and commitment.   ✓ Other Public Company Service — The number of other public company boards on which a director may serve (generally, a director should not serve on more than three public company boards in addition to Global Payments).

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 33

Board Refreshment

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.

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, 60% of our non-employee director nominees have joined the board in the last three years. The variety in backgrounds and skills of our directors contributes meaningfully to the Company’s strategy for future growth and long-term value creation.

The board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides substantial value, and therefore a significant degree of continuity year-over-year is beneficial to shareholders and generally should be expected.

Board and Committee Membership

Our full board of directors met eight times during 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 during 2021. Pursuant to our corporate governance guidelines, all of our directors are expected to attend the annual meeting of shareholders; however, in light of the pandemic conditions at the time of the 2021 annual meeting, Messrs. Woods, Sloan, Arroyo, Cloninger and Turner were the only directors who attended.

Our board has four standing committees which assist the board in carrying out its responsibilities: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Each Committee is composed entirely of independent directors. Each committee reports its activities, discussions, recommendations and approvals to the board at each regularly scheduled board meeting and operates under a charter approved by the board and reviewed annually by the respective committee and the board. Each committee charter and our corporate governance guidelines are available in the Investor Relations section of our website, www.globalpayments.com. Committee leadership and membership is reviewed annually by the board, upon recommendation of the Governance and Nominating Committee.

 

34 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

A description of each standing committee is included on the following pages.

 

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.

 

*	Audit committee financial expert, as that term is defined under SEC rules.

 

GLOBAL 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. | 2022 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. While management is responsible for assessing and managing risk, including through the enterprise risk management program, our board 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 regular reports on risk management activities from each committee chair while relying on each of its four standing committees to provide more in-depth oversight of specific key risk exposures.

 

 

Selected Areas of Board Oversight

Board’s Role in Overseeing Risk and Strategy

The board has oversight responsibility 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 near and long-term strategic focus areas.

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 39

Moreover, each committee reports to the board on 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.

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 as 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 and resilience profile in light of the pandemic, with an overarching focus on the health and safety of our 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 are key factors that our Governance and Nominating Committee considers in its assessment of the board membership 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, which 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 reviews and discusses the Company’s information 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 is routinely briefed on the Company’s information security program and its related priorities and controls by the chair of the Technology Committee, the CIO 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-assessments to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The self-assessment is conducted under the oversight of the Governance and Nominating Committee. Directors respond to a comprehensive questionnaire through an interview process with the chair of each committee, with the Chairman of the Board leading the discussion at the board level. The questionnaire asks them to consider 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.

Contacting Our Board of Directors

Any interested party may contact any individual director, our non-employee or independent directors as a group, or all of our directors by directing such communications to the applicable directors in care of the Corporate Secretary at our address at 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326. Any correspondence received by the Corporate Secretary in accordance with the foregoing will be forwarded to the applicable director or directors.

Board of Directors Compensation

Our non-employee director compensation plan is designed to attract, retain and compensate highly-qualified directors by providing them with competitive compensation and an equity interest in our Company to align their interests with those of our shareholders. In lieu of per-meeting fees, we pay our non-employee directors annual cash and stock retainers, which are payable in advance on the first business day after each annual meeting of shareholders (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.

 

GLOBAL PAYMENTS INC. | 2022 Proxy Statement  – 41

Our Compensation Committee periodically reviews our non-employee director compensation plan and makes recommendations as necessary to our full board of directors.

Annual Director Compensation

There are three elements of our director compensation program: an annual cash retainer, an annual supplemental cash retainer and 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    Stock Retainer   (FMV)
Non-Employee Chairman(1)			$	120,000				$	95,000				$	255,000
Lead Independent Director			$	120,000				$	50,000				$	200,000
Chair of Audit Committee			$	120,000				$	30,000				$	200,000
Chair of Compensation Committee			$	120,000				$	20,000				$	200,000
Chair of Other Committees			$	120,000				$	20,000				$	200,000
All Other Non-Employee Directors			$	120,000					N/A				$	200,000

 

(1)	These retainers are payable only if the Chairman of the board is a non-employee director. Mr. Woods, our Chairman of the board, is a non-employee director and, therefore, receives these retainers. See “Board and Corporate Governance — Board Leadership” beginning on page 32.

The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. Directors are also reimbursed for their out-of-pocket expenses incurred in connection with attendance at board and committee meetings.

All of the non-employee directors are eligible to participate in our Non-Qualified Deferred Compensation Plan described under “Board and Corporate Governance — Director Compensation — Non-Qualified Deferred Compensation Plan” below. Ms. Marshall is the only current director who participated in 2021, and she did not receive any interest on deferred compensation at an above-market rate of interest.

2021 Director Compensation Table

The following table summarizes the compensation of our non-employee directors during 2021.

 

Name		Fees Earned or Paid in Cash ($)(1)					Stock Awards ($)(2)					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 2021. All annual cash retainers are payable in advance on the first business day after each annual meeting of shareholders and are considered fully earned when paid.

 

 

42 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement

(2)

Represents the aggregate grant date fair value of awards of stock granted on April 30, 2021, all of which were fully-vested on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The amount shown in this column is based on the closing price of our common stock on the applicable grant date. None of our non-employee directors had any unvested stock awards outstanding as of December 31, 2021.

 

(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, 2021
F. Thaddeus Arroyo				4,822
Robert H.B. Baldwin, Jr.				—
John G. Bruno				—
Kriss Cloninger III				5,281
William I Jacobs				—
Joia M. Johnson				3,123
Ruth Ann Marshall				—
Connie D. McDaniel				17,106
William B. Plummer				—
John T. Turner				43,571
M. Troy Woods				60,309

Non-Qualified Deferred Compensation Plan

The non-employee directors are eligible to participate in our non-qualified deferred compensation plan, or the deferred compensation plan. Ms. Marshall is the only current director who participated in the deferred compensation plan during 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 into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his or her designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).

Target Stock Ownership Guidelines

Our board of directors has implemented stock ownership guidelines for our directors in order to foster equity ownership and align the interests of our directors with our shareholders. Within five years of becoming a director, each director is expected to beneficially own a number of shares of our common stock at least equal in value to 500% of the director’s annual cash retainer. Each of our non-employee directors was in compliance with the stock ownership guidelines as of the record date.

 

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Common Stock Ownership

Common Stock Ownership by Management

The following table sets forth information as of February 12, 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 12, 2022.

 

Name and Address of Beneficial Owner(1)		Shares Beneficially Owned with Sole Voting and/or Sole Investment Power(2)					Shares Beneficially Owned with Shared Voting or Shared Investment Power					Shares Issuable Upon Exercise of Stock Options(3)					Total					Percentage   of Class
Named Executive Officers:
Jeffrey S. Sloan				530,935										282,233					813,168					*
Cameron M. Bready				170,261										85,973					256,234					*
Paul M. Todd				111,979										79,017					190,996					*
Guido F. Sacchi				63,875										54,464					118,339					*
David L. Green				97,806										52,535					150,341					*
Non-Employee Director and Director Nominees:
F. Thaddeus Arroyo				4,516										4,822					9,338					*
Robert H.B. Baldwin, Jr.				45,276										—					45,276					*
John G. Bruno				14,900										—					14,900					*
Kriss Cloninger III				38,786	(4)									5,281					44,067					*
William I Jacobs				17,325										—					17,325					*
Joia M. Johnson				6,777										3,123					9,900					*
Ruth Ann Marshall				41,216										—					41,216					*
Connie D. McDaniel				13,970										17,106					31,076					*
William B. Plummer				6,929										—					6,929					*
John T. Turner				4,641					972,095	(5)				43,571					1,020,307					*
M. Troy Woods				509,984										83,226					593,210					*
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.

 

(2)

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 12, 2022. Unless otherwise indicated, each person listed in the table possesses sole voting and investment power with respect to the common shares reported in this column to be owned by such person.

 

(3)	Includes the number of shares that the person had a right to acquire as of, or within 60 days after, February 12, 2022 through the exercise of stock options.

 

(4)	Includes 500 shares for which the reporting person has sole voting power but does not have investment power.

 

(5)	The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest.

 

44 – GLOBAL PAYMENTS INC. | 2022 Proxy Statement