As filed with the Securities and Exchange Commission on March 19, 2021

 

 

 

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GLOBAL PAYMENTS INC.

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PROXY STATEMENT AND NOTICE OF

2021 ANNUAL MEETING OF SHAREHOLDERS

April 29, 2021

 

 

 

 

 

		March 18, 2021

Dear Shareholder:

The board of directors and officers of Global Payments Inc. join us in extending to you a cordial invitation to attend our 2021 Annual Meeting of Shareholders. The meeting will be held on Thursday, April 29, 2021, 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 2021 Annual Meeting of Shareholders and the proxy statement following this letter.

We are pleased with our accomplishments in 2020, enabled by the actions we took early in the pandemic. Despite the impact of COVID-19 on the worldwide economy, we continue to make significant progress delivering against our strategic objectives, culminating in the formation of significant and unique distribution relationships with Amazon Web Services, our preferred provider for issuer processing, and with Google, whose cloud platform will power our merchant acquiring business. In addition, our Netspend business has played a critical role in the disbursement of more than $2.5 billion in stimulus funds to those most in need domestically. We also expanded our target addressable market in 2020 in our Business and Consumer segment by entering continental Europe and leveraging our multinational footprint and expanded and extended our partnership with CaixaBank by increasing ownership of our joint venture and executing a new referral agreement through 2040.

These accomplishments would have been meaningful in any year but are especially so given the challenges presented by COVID-19. Our success was driven by our exceptional team members, who continued to demonstrate their commitment to our customers, to each other and to our communities during a challenging period. We are enthusiastic about the future, as we continue to advance on our technology-enabled, software-driven goals, building upon our competitive advantages to create significant long-term value for our shareholders.

Whether or not you plan to attend the annual meeting, it is important that your shares are represented and voted regardless of the size of your holdings. We urge you to vote promptly and submit your proxy via the internet, by telephone or by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the annual meeting, you will be able to vote in person even if you have submitted your proxy previously.

If you have any questions concerning the annual meeting and you are the shareholder of record of your shares, please contact our Investor Relations department at Investor.Relations@globalpay.com or (770) 829-8478. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the annual meeting.

We look forward to seeing you on April 29.

 

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

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

 

Date and Time		Thursday, April 29, 2021, 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 important health and safety protocols set forth by the Centers for Disease Control and Prevention and the State of Georgia, including wearing masks and practicing social distancing by maintaining at least a six-foot distance from other attendees. 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 twelve 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 2020.   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, 2021.   4.  Advisory vote on shareholder proposal regarding shareholder right to act by written consent, 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 5, 2021.

Vote Right Away

 

On March 18, 2021, we mailed a notice of electronic availability of proxy materials to our shareholders. Only shareholders of record at the close of business on March 5, 2021 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 28, 2021.

When you submit your proxy, you authorize Jeffrey S. Sloan and David L. Green, or either one of them, each with full power of substitution, to vote your shares at the annual meeting in accordance with your instructions or, if no instructions are given, for the election of the director nominees; for the approval, on an advisory basis, of the compensation of our named executive officers; for 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 shareholder right to act by written consent. 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

Table of Contents

 

Proxy Statement Summary			1
2021 Annual Meeting of Shareholders			1
Proposals and Voting Recommendations			1
Business Goals			1
2020 Performance Highlights			1
Board and Corporate Governance Highlights			2
Recent Corporate Governance Enhancements			3
Inclusion and Diversity			8
Shareholder Outreach			9
Compensation Philosophy			9
Core Compensation Components			10
2020 Compensation Highlights			10
Director Nominees			11
Named Executive Officers			12
Questions and Answers About Our Annual Meeting and this Proxy Statement			13
Proposal One: Election of Directors			17
2021 Nominees for Directors			17
Board and Corporate Governance			24
Board Leadership			24
Board Independence			24
Board Membership Criteria			25
Board Refreshment			26
Board and Committee Membership			27
Key Areas of Board Oversight			29
Evaluation of Board and Committee Effectiveness			31
Director Compensation			31
Non-Qualified Deferred Compensation Plan			33
Target Stock Ownership Guidelines			34
Contacting Our Board of Directors			34
Common Stock Ownership			35
Common Stock Ownership by Management			35
Common Stock Ownership by Non-Management Shareholders			36
Biographical Information About Our Named Executive Officers			37
Codes of Conduct and Ethics			37
Proposal Two: Advisory Vote to Approve the 2020 Compensation of Our Named Executive Officers			38
Compensation Discussion and Analysis			40
Fiscal Year 2020 and COVID-19 Response			40
2020 Financial Results			41
Impact of Pandemic on 2020 Incentive Compensation			42
Elements of Executive Compensation Program			43
Base Salary			44
Short-Term Incentive Plan			44
Long-Term Incentive Plan			46
Other Benefits			50
Employment Agreements			50
How Compensation Decisions Are Made			51
Policies and Guidelines			53
Report of Compensation Committee Members			53
Compensation of Named Executive Officers			54
Summary Compensation Table			54
Grants of Plan-Based Awards in 2020			56
Outstanding Equity Awards at December 31, 2020			57
Stock Options Exercised and Stock Vested during 2020			58

Non-Qualified Deferred Compensation Plan			59
Pension Benefits			59
Potential Payments upon Termination, Retirement or Change in Control			59
CEO Pay Ratio			65
Proposal Three: Ratification of Reappointment of Independent Registered Public Accounting Firm			66
Report of the Audit Committee			66
Auditor Fees			67
Audit Committee Pre-Approval Policies			68
Proposal Four: Advisory Vote on Shareholder Proposal Regarding Shareholder Right to Act by Written Consent			69
Additional Information			72
Relationships and Related Party Transactions			72
Shareholders Sharing the Same Address			72
Delinquent Section 16(a) Reports			72
Shareholder List			73
Appendix A			74

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 2020 Annual Report before you vote.

2021 Annual Meeting of Shareholders

 

Date and Time:		Thursday, April 29, 2021, 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 important health and safety protocols set forth by the Centers for Disease Control and Prevention and the State of Georgia, including wearing masks and practicing social distancing by maintaining at least a six-foot distance from other attendees. You should not attend if you feel unwell, have been exposed to COVID-19 or are awaiting COVID-19 test results.
Record Date:		March 5, 2021
Voting:		Holders of our common stock as of the close of business on the record date may vote at the annual meeting. Each shareholder is entitled to one vote per share for each director nominee and one vote per share for each of the other proposals described below.

Proposals and Voting Recommendations

 

Proposal		Board Vote Recommendation		Page   Number
1 – Election of Twelve Directors		FOR each nominee				17
2 – Advisory Vote on Compensation of Our Named Executive Officers (“say-on-pay” vote)		FOR				38
3 – Ratification of the Reappointment of Our Independent Registered Public Accounting Firm		FOR				66
4 – Advisory Vote on Shareholder Proposal Regarding Shareholder Right to Act by Written Consent		AGAINST				69

Business Goals

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

 

•

Deepen our competitive advantage through our pure play payments strategy;

 

•

Continue to scale the three pillars of our strategy: software-driven focus; omnichannnel expansion and exposure to faster growth markets;

 

•

Further expand our leadership position in our technology-enabled businesses;

 

•

Enhance and expand our offerings as a product-led, sales-driven company;

 

•

Attract, nurture and motivate exceptional team members to deliver superior performance; and

 

•

Deliver operational excellence and outstanding customer experiences.

2020 Performance Highlights

Despite the impact the COVID-19 pandemic has had and continues to have on the global economy, our performance in 2020 exceeded our expectations post the onset of COVID-19 and highlights our outstanding execution and the decisive expense actions taken early in the pandemic. We reported continued sequential improvement in the fourth quarter of 2020 despite the impact of a more challenging macroeconomic environment in a number of our markets for much of the period. Looking forward, we believe we remain well-positioned to continue navigating the current environment.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 1

Proxy Summary

 

Highlights related to our financial condition and results of operations as of December 31, 2020 and for the year then ended include the following:

 

•

Consolidated revenues were $7.42 billion and $4.91 billion for the years ended December 31, 2020 and 2019, respectively.

 

•

Consolidated operating income was $894 million for the year ended December 31, 2020, compared to $791.4 million for 2019. Our operating margin for the year ended December 31, 2020 was 12%, compared to 16.1% for the year ended December 31, 2019.

 

•

Net income attributable to Global Payments was $584.5 million for the year ended December 31, 2020 compared to $430.6 million for 2019, and diluted earnings per share was $1.95 for the year ended December 31, 2020 compared to $2.16 for 2019.

The following graph compares the cumulative shareholder returns of $100 invested in the S&P 500 Index, our Company and the average of our performance peer group from January 1, 2016 through December 31, 2020, assuming reinvestment of dividends. Indeed, notwithstanding the pandemic, as a direct result of our execution and the decisive actions we took at the outset of the pandemic, our stock price increased 18% in 2020 and we outperformed the S&P 500.

Total Shareholder Return vs. S&P 500 Index/Peer Company Average

 

 

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:

 

 

2 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proxy Summary

 

Recent Corporate Governance Enhancements

In fiscal year 2020 to date, ongoing corporate governance actions and enhancements include:

 

☑	Formally delegated ESG oversight responsibility to the Governance and Nominating Committee and expanded disclosure on the Company’s ESG practices and initiatives in this proxy statement.

 

☑	Published our second Global Responsibility Report, detailing the Company’s corporate citizenship efforts across its key focus areas.

 

☑

Launched the Global Payments Onyx Network, an employee resource group for team members committed to celebrating and spreading awareness about the Black Community and cultural differences and expanded the Global Payments Women’s Network, the Global Payments Pride Network and the Global Payments Veterans’ Network.

 

☑	Developed an ongoing charitable giving plan to fight systemic racism and address the holistic needs of the Black Community.

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 board consists of:

 

 

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 3

Proxy Summary

 

SIGNIFICANT BOARD

REFRESHMENT

6 New Directors Over Past 3 Years

The board has identified the following key qualifications and experience that are important to be represented on the board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages 18-23.

 

 

 

 

indicates board representation of the qualification

 

4 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proxy Summary

 

Global Responsibility

Global Payments recognizes its responsibility as a global citizen to operate in a responsible and sustainable manner. We remain focused on managing material ESG factors that support our four pillars of Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility. We are committed to supporting the 17 Sustainable Development Goals adopted in the 2030 Agenda for Sustainable Development by the United Nations. These goals most closely align with our vision, our mission and our values. In total, we believe our business directly or indirectly impacts 12 of the 17 goals.

 

 

The Company highlights its ESG initiatives through its annual Global Responsibility Report (which is not incorporated into this proxy statement), which we encourage you to view and is available on our website at https://investors.globalpaymentsinc.com/Global-Responsibility. The following reflects a summary of these policies and initiatives.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 5

Proxy Summary

 

ESG Governance

Our Governance and Nominating Committee and our board have historically overseen the Company’s ESG efforts, including the publication of our second Global Responsibility Report in 2020. In early 2021, we formally delegated oversight of ESG matters to the Governance and Nominating Committee, which is 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. Our ESG Steering Committee, a cross-functional management committee of the Company, reports to the Governance and Nominating Committee on ESG matters. In addition, the ESG Steering Committee serves as a central coordinating body facilitating our ESG strategy and reporting efforts.

 

COVID-19 Pandemic Response

As we navigate the COVID-19 pandemic, our top priority has been the health and safety of our team members and the well-being of our customers, partners and the communities in which we live and work. Global Payments has implemented many important initiatives as a result of the current environment.

☑    Formed an Incident Management Team (IMT) in early 2020 to manage our response to the pandemic; the IMT meets regularly with our executive management team and provides continuing updates to our board.

☑    Taking Care of Our Team Members: At the onset of the pandemic, we immediately enabled and encouraged as many of our team members as possible to work from home, and we have continued to do so. For those team members returning to our offices, we have followed and often exceeded recommended guidelines, including by implementing appropriate social distancing practices, making hand sanitizers and masks widely available, requiring the wearing of masks in common areas and increasing the frequency of cleaning of key areas. We have also made at home testing available to our team members where possible.

☑    Helping our Customers: Global Payments has provided economic relief in a variety of forms, such as waiving or reducing certain fees, granting extended or free trial periods for solutions, facilitating access to Paycheck Protection Program loans and enabling customers to shift their business online.

☑    Supporting the Communities in which We Live and Work: We launched an employee matching gift program to encourage and empower team members to actively support their local communities during this crucial time. As part of that effort, we are matching U.S. team member donations dollar for dollar when giving to the following COVID-19 response organizations: American Red Cross, United Way Pandemic Relief Fund and The Care Foundation. In addition, we are directly supporting several restaurant economic relief organizations.

 

6 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proxy Summary

 

Environmental Sustainability

We are committed to having a positive impact in the markets we serve and communities in which our employees live and work. Our Global Responsibility Report details our recent achievements and initiatives to drive positive change across our four pillars of Culture and Values, Environmental Sustainability, Community Impact and Corporate Responsibility.

The following are some highlights of our environmental sustainability program:

 

		Reducing Facility Footprint   At the time of the merger with TSYS, we had a combined 198 office locations globally. As part of the merger integration, we have closed over 50 offices to date (with additional closures to come) and, given the success of work-from-home arrangements during the COVID-19 pandemic, we intend to implement a “Future of Work” program globally, which will further reduce our physical footprint, while also reducing commuting and our carbon footprint.
		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.
		Managing Waste   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.
		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.
		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.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 7

Proxy Summary

 

Inclusion and Diversity

Our Company has always prided itself on inclusiveness and embraces the diversity of its employees in all of our geographic regions. We currently do business in over 100 countries in North America, Europe, the Asia-Pacific region and Latin America, with employees living and working in 38 different countries. Our approximately 24,000-employee workforce represents approximately 80 nationalities and 16 natively spoken languages, with approximately 68% residing in the Americas, 12.5% residing in Europe and 19.5% residing in Asia Pacific. We believe that our business is strengthened by a diverse workforce that reflects the communities in which we operate.

Today, 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 is the largest CEO-driven business commitment to advance inclusion and diversity in the workplace.

Our Chief Human Resources Officer reports to our board twice a year on our initiatives and progress on our inclusion and diversity practices. We have recently completed our first three-year inclusion and diversity roadmap and our new three-year roadmap is designed to transition from unconscious bias to conscious inclusion of diversity and diverse perspectives by focusing on our workforce, the workplace and our communities.

In 2020, we took the following actions with respect to our inclusion and diversity practices:

 

				•  Launched the Global Payments Onyx Network, chaired by our Chief Human Resources Officer and dedicated to bringing together team members to create a more inclusive environment, celebrate cultural differences and to spread awareness about opportunities and issues facing the Black Community.   •  Made Significant Strides with our Employee Resource Groups by:   •  Enhancing Support for the Global Payments Women’s Network, an employee resource group that implements diversity initiatives related to women, and is chaired by our Chief Information Officer.   •  Expanding the Global Payments Pride Network, an LGBTQIA employee resource group chaired by our General Counsel.   •  Expanding the Global Payments Veterans Network, which provides opportunities for the Company to support its veteran employees and recognizes the sacrifices of all veterans and their families, and is chaired by our Chief Financial Officer.
				•  Received a 100 percent score on the Human Rights Campaign Foundation’s 2020 Corporate Equality Index™, which is the national benchmarking tool on corporate policies and practices pertaining to LGBTQIA employees.   •  Continued our Inclusion and Diversity Speaker Series as an information resource on relevant I&D topics for all employees around the world.   •  Implemented Unconscious Bias Training Requirement for all of our team members.   •  Created an ongoing series of Conversations of Understanding, in which prominent leaders of the Black Community — including Dr. Eddie Glaude and Mellody Hobson — held exclusive interactive sessions with Company team members on social justice issues in our workplace and our communities.

 

8 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proxy Summary

 

				•  Developed an Ongoing Charitable Giving Plan to fight systemic racism and address the holistic needs of the Black Community. Through our Social Justice and Equality Fund, we advocate for affordable and equitable healthcare through the Bernard J. Tyson Fund; support educational opportunities through UNCF; and support economic self-reliance and the fight for civil rights through the National Urban League.

In addition, we believe it is important that the makeup of our board reflects our commitment to inclusion and diversity and are proud that five of the twelve members of our board are diverse in gender and/or ethnicity. We will continue to measure our progress to ensure our initiatives and programs support our inclusion and diversity goals.

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 and 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.

2020 Outreach and Engagement

 

☑

Invited shareholders representing approximately 45% of our shares outstanding to discuss matters that were presented at our 2020 annual shareholder meeting.

 

☑

Held meetings over the course of 2020 with shareholders representing over 70% of our total shares outstanding, including both active and passive investors, to discuss Company performance and short and long-term strategic direction.

We value shareholder engagement and feedback as we strive to deliver strong financial performance and sustained value creation for our investors. What we learn through our ongoing engagements is regularly shared with our board and incorporated into our disclosures, plans and practices, as appropriate.

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

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 9

Proxy Summary

 

Core Compensation Components

 

		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.			44
		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 2020, awards under our annual performance plan were determined based on specified goals for adjusted EPS, adjusted net revenue and adjusted operating margin and are described in Appendix A to this proxy statement.			45
		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.			47
		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.			48
		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.			48

2020 Compensation Highlights

The following charts show the mix of total target compensation in 2020 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

 

10 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proxy Summary

 

COVID-19 Related Compensation Changes   In response to the macroeconomic situation caused by the COVID-19 pandemic and the Company’s initiatives to reduce costs and preserve liquidity, the CEO, the other NEOs and the board voluntarily agreed to the following compensation changes in April 2020:   •   Our CEO voluntarily waived 100% of his base salary for the period from April 2020 through December 2020.   •   Our other NEOs, as well as each member of our executive leadership team, voluntarily reduced their base salaries by 50% for the period from April 2020 through September 2020.   •   Each NEO, including our CEO, waived the right to a cash incentive under the Company’s short-term incentive plan for fiscal 2020, irrespective of the Company’s performance under such plan.   •   Board members voluntarily waived 100% of their cash retainer for the period from April 2020 through December 2020.

2021 Director Nominees

 

Name

Tenure

Principal Occupation

Non- Employee

Audit Committee

Compensation Committee

Governance and Nominating Committee

Technology Committee

M. Troy Woods

1.5 Years

Chairman of the Board

Yes

Kriss Cloninger III

1.5 Years

Former President, Aflac Inc.

Yes

Jeffrey S. Sloan

7 Years

Chief Executive Officer, Global Payments Inc.

No

F. Thaddeus Arroyo

1.5 Years

Chief Executive Officer, AT&T Consumer

Yes

Robert H.B. Baldwin, Jr.

5 Years

Former Vice Chairman, Heartland Payment Systems, Inc.

Yes

John G. Bruno

7 Years

Special Executive Advisor to the CEO, Aon, plc

Yes

William I Jacobs

20 Years

Chairman, Green Dot Corp.

Yes

Joia M. Johnson

1.5 Years

Chief Administrative Officer, Hanesbrands Inc.

Yes

Ruth Ann Marshall

14.5 Years

Former President of Americas, MasterCard International

Yes

Connie D. McDaniel

1.5 Years

Director, Virtus Mutual Fund Family

Yes

William B. Plummer

4 Years

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

Yes

John T. Turner

1.5 Years

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

Yes

    Chair          Member

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 11

Proxy Summary

 

Named Executive Officers

Beginning on page 54, 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 2020. Our NEOs for the year ended December 31, 2020 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

 

12 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

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 2021 annual meeting of shareholders and at any adjournments or postponements thereof. The annual meeting will be held on Thursday, April 29, 2021 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 twelve directors nominated by our board.

 

•

Proposal 2:    Approval, on an advisory basis, of the compensation of the NEOs for 2020. 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, 2021.

 

•

Proposal 4:    Advisory vote on shareholder proposal regarding shareholder right to act by written consent.

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

 

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

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

 

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

5. How do I vote?

 

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

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 13

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 28, 2021, 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 5, 2021 are entitled to vote at the annual meeting. On that date, there were 295,090,508 shares of common stock issued and outstanding, held by approximately 13,449 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 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.

 

14 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

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 2022 annual shareholder meeting must be received by our Corporate Secretary no later than November 18, 2021, 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 19, 2021 and no later than close of business on November 18, 2021.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 15

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 2022 annual shareholder meeting submitted under these bylaw provisions must be received by our Corporate Secretary between October 19, 2021 and November 18, 2021. 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.

 

16 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Proposal One: Election of Directors

2021 Nominees for Director

Our board of directors, upon the recommendation of the Governance and Nominating Committee, has nominated the individuals identified on the following pages for election as directors. Each nominee is currently a director of Global Payments. The board believes that the qualifications and experience of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 25.

If elected, each nominee will continue to serve as a director until the Company’s 2022 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified or he or she resigns or is otherwise removed. Each nominee has agreed to serve as a director if elected.

In connection with our merger with TSYS, we amended our bylaws to provide that until the 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. Until the 2022 annual meeting of shareholders, no vacancy on the board created by the resignation, retirement, disqualification, removal from office or death of a director will be filled by the board, and the board will not nominate any individual to fill such vacancy, unless, in the case of a vacancy created by a continuing Global Payments director, not less than a majority of the continuing Global Payments directors then in office have approved the appointment or nomination (as applicable) to fill such vacancy and, in the case of a vacancy created by a continuing TSYS director, not less than a majority of the continuing TSYS directors then in office have approved the appointment or nomination (as applicable) to fill such vacancy.

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 twelve nominees.

 

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 17

Director Nominee Biographies

 

M. Troy Woods   •  Chairman since 2019   •  Age 70		Skills and Qualifications: Mr. Woods’ qualifications to serve on the board include his extensive knowledge of TSYS’ business and the payments and technology industry gained through his more than 30 years’ experience at TSYS, including his tenure as Chairman, President and CEO. In addition, Mr. Woods has valuable leadership and risk management skills and extensive experience in and knowledge of the payment services and financial services industries.   Prior to its merger with Global Payments in 2019, Mr. Woods served as Chairman, President and Chief Executive Officer of TSYS (July 2014 — September 2019); President and Chief Operating Officer of TSYS (December 2003 — July 2014); Executive Vice President of TSYS (1995 — 2003); Vice President of TSYS (1987 — 1995); Senior Vice President of Consumer Lending of AmSouth Bank (1982 —1987); Senior Vice President for Card Services of United American Bank (1977 — 1979).
Kriss Cloninger III   •  Lead Independent Director   •  Independent director since 2019   •  Compensation Committee   •  Age 73		Skills and Qualifications: Mr. Cloninger’s qualifications to serve on the board include his leadership skills, risk management experience, expertise in corporate strategy development, and experience as both the president and a principal financial officer of a public company with a strong international business.   Mr. Cloninger served as the President and member of the board of directors (2001 — 2017), and Chief Financial Officer (1992 — 2015) of Aflac Incorporated, an insurance holding company; and prior to that as Principal with KPMG LLP. Mr. Cloninger serves as a director of Tupperware Brands Corporation. He served on the board of TSYS from 2004 and as lead independent director of TSYS from 2017 until the closing of the company’s merger with Global Payments in September 2019.

 

18 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Jeffrey S. Sloan   •  Chief Executive Officer   •  Director since 2013   •  Age 53		Skills and Qualifications: Mr. Sloan’s qualifications to serve on the board include his close to three decades of experience in the financial services and technology industries, the in-depth knowledge of the Company he has obtained as our Chief Executive Officer since October 2013 (and formerly our President), his extensive experience with public companies and his strong leadership skills. In addition, he has significant experience with strategic transactions and mergers and acquisitions.   Mr. Sloan has served as Chief Executive Officer of the Company (since October 2013); President of the Company (June 2010 — June 2014); Partner, Goldman Sachs Group, Inc. (2004 — May 2010), where Mr. Sloan led the Financial Technology Group in New York and focused on mergers, acquisitions and corporate finance; Managing Director, Goldman Sachs Group, Inc. (2001 — 2004); Vice President, Goldman Sachs Group, Inc. (1998 — 2001); Director, FleetCor Technologies, Inc., a publicly-traded provider of fuel cards and workforce payment products and services (since July 2013).
F. Thaddeus Arroyo   •  Independent Director since September 2019   •  Technology Committee (Chair)   •  Age 57		Skills and Qualifications: Mr. Arroyo’s qualifications to serve on the board include his experience in innovation, information security, cyber-security and global business experience and mergers and acquisitions, in addition to his leadership skills and ability to manage technology innovation projects as he has done in various roles at AT&T.   Mr. Arroyo serves as the Chief Executive Officer of AT&T Consumer (since September 2019). He previously served as Chief Executive Officer of AT&T Business (2017 — September 2019); CEO of AT&T Mexico, LLC (January 2015 — December 2016); President-Technology Development of AT&T (September 2014 — January 2015); Chief Information Officer of AT&T (2007 — 2014); CIO at Cingular Wireless (2001 — 2007) and in various capacities with Sabre Inc. (1992 — 2001), including Senior Vice President of Product Marketing and Development. He served on the board of TSYS from 2017 until the closing of the company’s merger with Global Payments in September 2019.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 19

Robert H.B. Baldwin, Jr.   •  Independent Director since April 2019   •  Director since April 2016   •  Audit Committee   •  Age 66		Skills and Qualifications: Mr. Baldwin’s qualifications to serve on the board include his financial and industry experience, and in-depth knowledge of our business gained from his 16 years of service as a member of Heartland Payment Systems, Inc.’s (“Heartland”) executive management team, as well as his many contributions to the growth and success of Heartland during his tenure.   Mr. Baldwin has served as Vice Chairman (an executive office), Heartland (June 2012 — April 22, 2016); Interim Chief Financial Officer, Heartland (October 2013 — April 2014); President, Heartland (2007 — June 2012); Chief Financial Officer, Heartland and its predecessor, Heartland Payment Systems LLC (2000 — 2011); Chief Financial Officer, COMFORCE Corp., a publicly-traded staffing company (1998 — 2000); Managing Director, financial institutions advisory business of Smith Barney (1985 — 1998); Vice President, Citicorp (1980 — 1985). Mr. Baldwin currently serves as director of Boomtown Network, Inc., a private company that provides intelligent software and services (since May 2019).
John G. Bruno   •  Independent Director since June 2014   •  Compensation Committee (Chair)   •  Technology Committee   •  Age 56		Skills and Qualifications: Mr. Bruno’s qualifications to serve on the board include his extensive executive leadership experience with technology and information security, cyber-security and payments-related matters within the financial services industry through his prior positions as Chief Information Officer and Chief Operating Officer, of Aon, plc, and his service in executive roles at NCR Corporation and Symbol Technologies, Inc.   Mr. Bruno serves as a Special Executive Advisor to the CEO, Aon, plc, a publicly-traded global risk management service provider, and previously served as its Chief Operating Officer (February 2020 — January 2021), Chief Executive Officer, Data and Analytic Services (April 2017 — January 2021), Chief Operations Officer (April 2017 — February 2020), and Executive Vice President of Enterprise Innovation and Chief Information Officer (September 2014 — April 2017); Executive Vice President, Industry and Field Operations and Corporate Development, NCR Corporation, a publicly-traded technology company (November 2013 — September 2014), where Mr. Bruno chaired the company’s Enterprise Risk Management Committee; Executive Vice President and Chief Technology Officer, NCR Corporation (November 2011 — November 2013); Executive Vice President, Industry Solutions Group, NCR Corporation (2008 — October 2011); Managing Director, Goldman Sachs Group, Inc. (2007 — 2008); Managing Director, Merrill Lynch & Co., Inc. (2006 — 2007); Senior Vice President, General Manager, RFID Division of Symbol Technologies, Inc., a private information technology company (2005 — 2006); Senior Vice President, Corporate Development, Symbol Technologies, Inc. (2004 — 2005); Senior Vice President, Business Development, and Chief Information Officer, Symbol Technologies, Inc. (2002 — 2004).

 

20 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

William I Jacobs   •  Independent Director since 2001   •  Compensation Committee   •  Governance and Nominating Committee   •  Age 79		Skills and Qualifications: Mr. Jacobs’ qualifications to serve on the board include his extensive executive management experience, leadership skills demonstrated throughout his 16-year tenure as our Chairman of the board or lead director, board expertise and legal training. The Board believes Mr. Jacobs will continue to provide leadership and consensus building skills on matters of strategic importance. Through his tenure on our board, Mr. Jacobs has acquired an unmatchable breadth of knowledge and understanding of our business, which allows him to offer a unique perspective on the Company’s strategies and operations.   Mr. Jacobs served as Chairman of the Company’s board of directors (June 2014 — September 2019); Lead Director of the Company’s board of directors (2003 — May 2014); Business Advisor (since August 2002); Managing Director and Chief Financial Officer of The New Power Company (2000 — 2002); Senior Executive Vice President, Strategic Ventures for MasterCard International (1999 — 2000); Executive Vice President, Global Resources for MasterCard International (1995 — 1999); Executive Vice President, Chief Operating Officer, Financial Security Assurance, Inc., a bond insurance company (1984 — 1994); Director, Asset Acceptance Capital Corp., a publicly-traded debt collection company that merged with Encore Capital Group, Inc. in June 2013 (2004 — June 2013); member of the board of directors of Green Dot Corporation, a publicly-traded financial services company (since April 2016), Chairman of its board (since June 2016), and previously its interim CEO (January 2020 — March 2020); member of the board of directors of Repay Holdings Corporation, a publicly traded financial technology company (since July 2019).
Joia M. Johnson   •  Independent Director since September 2019   •  Technology Committee   •  Compensation Committee   •  Age 61		Skills and Qualifications: Ms. Johnson’s qualifications to serve on the board include her global leadership experience over several corporate functions for publicly traded companies including legal, human resources, corporate social responsibility, government and trade relations, real estate, and corporate security and her domestic and global mergers and acquisitions experience.   Ms. Johnson has served as the Chief Administrative Officer of Hanesbrands Inc., a publicly traded marketer of innerwear and activewear apparel (since October 2016), and as its General Counsel and Secretary (since January 2007); Executive Vice President, General Counsel and Corporate Secretary of RARE Hospitality International, Inc. (2001 — 2007); a director of Crawford & Company (2011 — 2019), the world’s largest independent provider of claims management solutions to the risk management and insurance industry, as a member of its Audit Committee and as the chair of the Compensation Committee (2015 — 2019). She served on the board of TSYS from 2018 until the closing of the company’s merger with Global Payments in September 2019.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 21

Ruth Ann Marshall   •  Independent Director since 2006   •  Governance and Nominating Committee   •  Technology Committee   •  Age 66		Skills and Qualifications: Ms. Marshall’s qualifications to serve on the board include her deep knowledge of our business and industry, having served, among other roles, as President, Americas for Mastercard International, as well as her experience with the issues, opportunities and challenges facing our Company, which our board believes will continue to make her an invaluable member of our board. Moreover, Ms. Marshall’s longevity as a director gives her a unique perspective on the history and the direction of the Company.   Ms. Marshall has served as President, Americas for Mastercard International (2000 — 2006), a publicly-traded financial services provider; Senior Executive Vice President, Concord EFS, Inc., a public provider of processing services that merged with First Data Corporation in 2004 (1995 — 1999); Director, Regions Financial Corporation, a publicly-traded financial institution (since 2011) and ConAgra, Inc., a publicly-traded packaged food company (since 2007).
Connie D. McDaniel   •  Independent Director since September 2019   •  Governance and Nominating Committee   •  Audit Committee   •  Age 62		Skills and Qualifications: Ms. McDaniel’s qualifications to serve on the board include her experience as the chief audit executive of a Fortune 100 public company, her financial expertise, her mergers and acquisitions experience and her international business experience.   Ms. McDaniel serves as a director of the Virtus Mutual Fund Family (since 2017) and as its Audit Committee Chair (since January 2021). She previously served as a director and Audit Committee Chair of TSYS (2014 — September 2019); a director of the RidgeWorth Funds where she chaired its Audit Committee (2008 — 2017); 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). She served on the board of TSYS from 2014 until the closing of the company’s merger with Global Payments in September 2019.

 

22 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

William B. Plummer   •  Independent Director since March 2017   •  Audit Committee (Chair)   •  Age 62		Skills and Qualifications: Mr. Plummer’s qualifications to serve on the board include his executive leadership experience, including his service as the Chief Financial Officer of United Rentals, Inc., along with his extensive financial and accounting expertise, which the board believes will enable him to provide valuable leadership to the oversight of financial reporting.   Mr. Plummer currently serves as a business consultant/advisor (since February 2019); senior advisor of United Rentals Inc., a publicly traded equipment rental company (October 2018 — January 2019), and before that as its Executive Vice President and Chief Financial Officer (December 2008 — October 2018), where Mr. Plummer was responsible for the development of the company’s finance activities, investor relations, and co-led its mergers, acquisitions and divestitures strategies; Chief Financial Officer of Dow Jones & Company, Inc., a publishing and financial information firm (2006 — 2007), where Mr. Plummer set policy for global finance and corporate strategy; Vice President and Treasurer of Alcoa, Inc., an industrial corporation (2000 — 2006), where Mr. Plummer was responsible for global treasury policy and relationship management with commercial and investment banks; director of Mason Industrial Technology, a public blank check company focused on investments in the industrial technology space (since January 2021); director and audit and compensation committee member of Waste Management, Inc., a publicly traded waste management and environmental services company (since August 2019); chairman and a member of the audit committee of Nesco Holdings, Inc., a publicly traded specialty rental equipment to the electric utility, telecom and rail end-markets (since April 2019); director of Venture Metals, Inc., a privately held metal recycling company (since August 2019); chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (since March 2020); director and member of the audit committee and technology committee, John Wiley & Sons, Inc., a publisher and service provider in the scientific research, higher education and professional development fields (2003 — 2019); director, UIL Holdings, Inc., an electric and natural gas utility company (2013 — 2015).
John T. Turner   •  Independent Director since September 2019   •  Governance and Nominating Committee (Chair)   •  Audit Committee   •  Age 64		Skills and Qualifications: Mr. Turner’s qualifications to serve on the board include his experience in business management, corporate strategy development, including international business, mergers and acquisitions and risk assessment, along with his long-term tenure as a director of TSYS prior to our merger.   John T. Turner has served as Chairman of the board of the W.C. Bradley Co., a privately held consumer products and real estate company (since April 2018); director of W.C. Bradley Co. (since 1999); director of TSYS (2003 — September 2019) and chair of its Nominating and Corporate Governance Committee; various capacities with W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. (1979 — 1999). He served on the board of TSYS from 2003 until the closing of the company’s merger with Global Payments in September 2019.

There is no family relationship between any of our NEOs or directors. Other than as described below, 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. | 2021 Proxy Statement  – 23

Board and Corporate Governance

Board Leadership

The board does not have a policy on whether the roles of Chairperson and Chief Executive Officer should be separate or combined. The Company’s Corporate Governance Guidelines provide that if the Chairperson of the board is not an independent director, then the board shall appoint a lead director, who shall be an independent director. If the Chairperson is an independent director, the board may appoint a lead independent director.

In connection with the merger with TSYS, Mr. Woods was appointed Chairman of the board and Mr. Cloninger was appointed Lead Independent Director of the board. Until the 2022 annual meeting of shareholders, Mr. Woods and Mr. Cloninger may not be removed from their respective positions without the affirmative vote of at least 75% of the board.

Chairperson of the Board Duties

 

✓

Presides at all meetings of the board (including all executive sessions of non-employee directors);

 

✓

Establishes the agenda and meeting schedules for board meetings;

 

✓

Confers with the Chief Executive Officer on the Company’s strategy and strategic plan;

 

✓

Generally approves information provided to the board, board meeting agendas and meeting schedules to ensure there is sufficient time for discussion of all agenda items; and

 

✓

Presides over shareholder meetings.

Lead Independent Director Duties

 

✓

Presides at executive sessions of the board’s independent directors;

 

✓

Serves as liaison between the Chairman and independent directors;

 

✓

Serves as a liaison between management, including the Chief Executive Officer, and the independent directors;

 

✓

Assists in creation of agenda and meeting schedules for board meetings; and

 

✓

Approves retention of consultants who report to the full board.

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.

 

24 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

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

 

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

With respect to Mr. Baldwin, as of the Annual Meeting, it will have been more than five years since the Company’s merger with Heartland and thus more than five years since Mr. Baldwin was an officer of Heartland.

In addition, each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee is independent.

Board Membership Criteria

The Governance and Nominating Committee believes that diversity is an important factor in determining the composition of the board and considers it in making director nominee recommendations, although it does not have a formal diversity policy. The Governance and Nominating Committee considers candidates for director who are recommended by other members of the board of directors and by management, as well as those identified by any outside consultants who are periodically retained by the committee to assist in identifying possible candidates. The committee will evaluate potential nominees for open board positions suggested by shareholders in accordance with our policies for shareholder proposals and on the same basis as all other potential nominees. See “Questions and Answers About Our Annual Meeting and this Proxy Statement — May I Propose Actions for Consideration at Next Year’s Annual Shareholder Meeting?” for additional information about our policies for shareholder proposals.

Key factors the Governance and Nominating Committee considers when determining whether to appoint directors include:

 

•  Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision   •  Diversity — Diversity of background, race, ethnicity, gender, qualifications, 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

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 25

The board has identified the following key qualifications and experience that are important to be represented on our board as a whole in light of our current business strategy and expected needs. The charts below indicate how these qualifications are represented on our board based on information provided by our directors. Information regarding each director’s skills and qualifications can be found within their individual biographies on pages 18-23.

 

 

 

 

indicates board representation of the qualification

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.

 

26 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

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, 64% of our non-employee board members have joined the board in the last five years, and approximately 55% joined the board in the last three years. In addition, 42% of the board is diverse in gender and/or ethnicity. 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.

The current tenure, independence and diversity composition of our board is as follows:

 

 

Board and Committee Membership

Our full board of directors met eight times during 2020. 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 2020. 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 2020 annual meeting, Mr. M. Troy Woods, as the Chairman of the Company, was the only director who attended and he did so telephonically.

Our board has four standing committees: an Audit Committee, a Compensation Committee, a Technology Committee, and a Governance and Nominating Committee. Until the 2022 annual meeting of shareholders, the chairperson of each of the Audit Committee and Compensation Committee is designated from among Global Payments’ directors on the board prior to the merger with TSYS (or his or her replacement), and the chairperson of each of the Technology Committee and Governance and Nominating Committee is designated from among the directors who are former TSYS directors (or his or her replacement). The bylaws provide that the membership of the committees will be, as practicably as possible, evenly split between Global Payments’ directors on the board prior to the merger and the directors who are former TSYS directors.

Our board has adopted written charters for each of the standing committees. Each committee charter and our corporate governance guidelines are available in the Investor Relations section of our website, www.globalpaymentsinc.com.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 27

The following table provides information about current committee membership and number of meetings held during 2020:

 

Audit Committee

Compensation Committee

Governance and Nominating Committee

Technology     Committee

M. Troy Woods

Kriss Cloninger III*

F. Thaddeus Arroyo*

Robert H.B. Baldwin, Jr.*

John G. Bruno*

William I Jacobs*

Joia M. Johnson*

Ruth Ann Marshall*

Connie D. McDaniel*

William B. Plummer*(1)

Jeffrey S. Sloan

John T. Turner*

2020 Meetings

5

4

3

4

                                              Chair             Member

 

*	Independent director.

 

(1)	Audit committee financial expert, as that term is defined under SEC rules.

 

28 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Key Areas of Board Oversight

Our board of directors views the oversight of risk management as one of its key functions, regularly engaging with management to maintain a risk-aware culture where risk management is deeply and pervasively embedded in all of our activities worldwide. As described more fully below, the board fulfils this responsibility both directly and through its standing committees, each of which assists the board in overseeing a part of the Company’s overall risk management.

 

 

The Board’s Role in Risk Management

Through its oversight of our enterprise risk management program, our board takes a multi-layered approach to its oversight role. 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.

The board has delegated risk oversight responsibilities for certain key risk exposures to its committees as follows:

 

•

Audit Committee.    The Audit Committee oversees our risk management activities with respect to our enterprise risk exposure, which covers risk governance, risk oversight and risk appetite, including credit risk, market risk, financial management and liquidity risk, operational risk, and strategic and business risk, and receives regular updates from the Enterprise Risk Management Officer on key risks, transactions and exposures. The Audit Committee also assists the board in its oversight responsibilities relating to the integrity of our financial reporting and disclosure obligations, and is responsible for the appointment of the head of the Internal Audit department and oversees the Company’s internal audit function.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 29

•

Compensation Committee.    The Compensation Committee, with the assistance of its independent consultant, 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. The Compensation Committee also considers our compensation programs from a risk perspective, conducting reviews and risk assessments of our compensation policies and practices and monitoring its compensation consultants, including their independence. The Compensation Committee also oversees and recommends to the full board for approval our management succession plan.

 

•

Governance and Nominating Committee.    The Governance and Nominating Committee oversees our risk management activities with respect to our corporate governance structure at the board and senior management level. At the board level, functions of the Governance and Nominating Committee are intended to ensure that our full board and its other committees continue to operate functionally and with an appropriate degree of independence from management, including by setting and evaluating qualifications for our directors and overseeing the board’s self-assessment process. At the senior management level, the Governance and Nominating Committee promotes a risk-aware culture by, for example, periodically reviewing our employee business code of conduct and ethics.

 

 

•

Technology Committee.    The Technology Committee provides board-level oversight with regard to our technology and information security practices and technology and cyber-risk profile, and serves as a liaison between our board of directors and the Company’s Chief Information Security Officer, Chief Privacy Officer and Data Protection Officers with regard to such matters. The Technology Committee reviews all of our key initiatives and practices relating to technology, information security, cyber-security, disaster recovery, business continuity, data privacy and data governance, recommends approval to the board of significant policies, and monitors our compliance with regulatory requirements and industry standards. The Technology Committee helps to ensure that our strategic goals are aligned with our technology strategy and infrastructure and that we receive adequate support from our internal technology and information security providers. In addition, our Technology Committee receives updates from the Enterprise Risk Management officer on our enterprise risk management exposure related to our technology and information security practices.

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.

Board’s Role in Overseeing Risk and Strategy

Each committee reports to the board on a quarterly basis with respect to its designated areas of risk oversight to ensure alignment. In addition, 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 reviews regularly 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 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 solely on the Company’s strategic initiatives, with the latest such meeting to be held in March 2021.

 

30 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

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 2020, 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 pandemic’s impacts to the Company’s operations, team members and customers, and the board continues to review with the senior management the various measures taken to protect our employees’ health and maintain our services to our customers. Management and the IMT continue to report to the board and the Audit Committee on the Company’s response to the pandemic and will identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.

The Board’s Role in Overseeing Information Security and Cyber-Risk

We employ multiple methods and technologies to secure the Company’s computing environment and ensure the confidentiality, integrity and availability of our information assets. As noted above, technology and cyber-security qualifications and experience is one of the key factors that our Governance and Nominating Committee considers in its assessment of the board membership criteria.

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 comprised solely of independent directors, receives regular 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 evaluation and approval. The CISO and CIO regularly meet with the Chair of the Technology Committee outside of committee meetings.

In addition, the board regularly receives information about these topics from the chair of the Technology Committee, the CIO and management and is apprised directly of incidents exceeding certain risk tolerances.

Evaluation of Board and Committee Effectiveness

Each year, our board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve board and committee performance. The 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 the 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.

Director 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

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 31

shareholders (prorated for partial periods for new directors). We do not pay additional compensation to directors who are also our employees for their service as a director.

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

Compensation Actions in Response to the COVID-19 Pandemic

In response to the macroeconomic situation caused by the COVID-19 pandemic, we instituted temporary cost reductions, including salary reductions for our NEOs, executive leadership team and other employees. Consistent with those actions, effective April 30, 2020 through December 31, 2020, each board member voluntarily waived 100% of her or his annual cash retainer fees.

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 planned director compensation for the shareholder year beginning in April 2020.

 

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 24.

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 and Ms. McDaniel are the only current directors who participated in 2020, and neither received any interest on deferred compensation at an above-market rate of interest.

 

32 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

2020 Director Compensation Table

As described above, effective April 30, 2020 through December 31, 2020, each board member voluntarily waived her or his annual cash retainer. These amounts were reinstated effective January 1, 2021. The following table summarizes the compensation of our non-employee directors during 2020.

 

Name		Fees Earned or Paid in Cash ($)(1)					Stock Awards ($)(2)					Total ($)
F. Thaddeus Arroyo				$45,643					$200,054					$245,697
Robert H.B. Baldwin, Jr.				$39,123					$200,054					$239,177
John G. Bruno				$45,643					$200,054					$245,697
Kriss Cloninger III				$55,424					$200,054					$255,478
William I Jacobs				$39,123					$200,054					$239,177
Joia M. Johnson				$39,123					$200,054					$239,177
Ruth Ann Marshall				$39,123					$200,054					$239,177
Connie D. McDaniel				$39,123					$200,054					$239,177
William B. Plummer				$48,904					$200,054					$248,958
John T. Turner				$45,643					$200,054					$245,697
M. Troy Woods				$70,095					$255,066					$325,101

 

(1)	Represents basic and supplemental cash retainers earned during 2020 (prorated for the period from January 1, 2020 through April 30, 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.

 

(2)

Represents the aggregate grant date fair value of awards of stock granted on April 30, 2020, 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, 2020. The following table reflects the stock options for each non-employee director that were outstanding as of December 31, 2020.

 

Non-Employee Directors		Options   Outstanding as of   December 31, 2020
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				76,274

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 and Ms. McDaniel are the only current directors who participated in the deferred compensation plan during 2020. Pursuant to the deferred compensation plan, non-employee

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 33

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.

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.

 

34 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Common Stock Ownership

Common Stock Ownership by Management

The following table sets forth information as of February 12, 2021 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, 2021.

 

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				425,895										220,262					646,157					*
Cameron M. Bready				97,880										64,445					162,325					*
Paul M. Todd				83,595										119,716					203,311					*
Guido F. Sacchi				35,805										42,815					78,620					*
David L. Green				60,096										43,524					103,620					*
Non-Employee Director and Director Nominees:
F. Thaddeus Arroyo				3,584										4,822					8,406					*
Robert H.B. Baldwin, Jr.				44,344										—					44,344					*
John G. Bruno				13,968										—					13,968					*
Kriss Cloninger III				36,854	(4)									5,281					42,135					*
William I Jacobs				22,393										—					22,393					*
Joia M. Johnson				4,755										3,123					7,878					*
Ruth Ann Marshall				40,133										—					40,133					*
Connie D. McDaniel				11,888										17,106					28,994					*
William B. Plummer				5,997										—					5,997					*
John T. Turner				6,937					982,725	(5)				43,571					1,033,233					*
M. Troy Woods				546,538										136,036					682,574					*
All Directors and Executive Officers as a Group				1,440,663					982,725					700,701					3,124,089					1.0	%

 

*	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, 2021. 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, 2021 through the exercise of stock options.

 

(4)	Includes 500 shares for which the 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.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 35

Common Stock Ownership by Non-Management Shareholders

The following table sets forth information as of February 5, 2021 with respect to the only persons who are known by us, based exclusively on such persons’ filings with the SEC under Sections 13(d) and 13(g) of the Exchange Act, to be the beneficial owners of more than 5% of the outstanding shares of our common stock.

 

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership					Percent   of Shares(1)
BlackRock, Inc.(2)				18,796,639					6.3	%
Wellington Management Group LLP(3)				19,542,149					6.5	%
The Vanguard Group(4)				23,995,318					7.9	%
T. Rowe Price Associates, Inc.(5)				48,870,606					16.3	%

 

(1)	Percentages calculated based on number of shares outstanding as of February 5, 2021.

 

(2)

This information is contained in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on February 5, 2021. Blackrock, Inc. reported sole dispositive power of all shares listed above and sole voting power of 16,406,208 of the shares listed above. The address of Blackrock, Inc. is 40 East 52nd Street, New York, NY 10022.

 

(3)

This information is contained in a Schedule 13G filed by Wellington Management Group LLP with the SEC on February 4, 2021. Wellington Management Group LLP reported no sole dispositive power and no sole voting power, shared dispositive power for 19,542,149 shares, and shared voting power for 16,773,095 shares. The address of Wellington Management Company LLP is 280 Congress Street, Boston, MA 02210.

 

(4)

This information is contained in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021. The Vanguard Group reported sole dispositive power for 22,433,670 shares, shared dispositive power for 1,297,954 shares, sole voting power for 0 shares, and shared voting power for 481,738 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

 

(5)

This information is contained in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. with the SEC on February 16, 2021. T. Rowe Price Associates, Inc. reported sole dispositive power for all shares listed above and sole voting power for 18,124,982 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

 

36 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

Biographical Information About Our Named Executive Officers

Biographical and other information about each of our current NEOs is set forth below, except for Mr. Sloan, our Chief Executive Officer, whose biographical information is provided above under “Other Directors” beginning on page 19.

 

Name		Age					Current Position		Position with Global Payments and Other Principal Business Affiliations
Cameron M. Bready				49			President and Chief Operating Officer		President and Chief Operating Officer (since September 2019); Senior Executive Vice President and Chief Financial Officer (March 2017 – September 2019); Executive Vice President and Chief Financial Officer (June 2014-February 2017); Executive Vice President and Chief Financial Officer, ITC Holdings Corp., or ITC, a publicly-traded independent electric transmission company (February 2012 — June 2014); Executive Vice President, Treasurer and Chief Financial Officer, ITC (January 2011 — February 2012); Senior Vice President, Treasurer and Chief Financial Officer, ITC (2009 — January 2011).
Paul M. Todd				50			Senior Executive Vice President and Chief Financial Officer		Senior Executive Vice President and Chief Financial Officer (since September 2019); Senior Executive Vice President and Chief Financial Officer of TSYS (July 2014 — September 2019); Executive Vice President of TSYS (2008-2014); President and Chief Executive Officer of Synovus Financial Management family of companies (2007-2008).
Dr. Guido F. Sacchi				57			Senior Executive Vice President and Chief Information Officer		Senior Executive Vice President and Chief Information Officer (since March 2019); Executive Vice President and Chief Information Officer of the Company (August 2013 — March 2019); Chief Information Officer of the Company (June 2011 — August 2013); Managing Director, Digital Commerce, Slalom, LLC d/b/a Slalom Consulting, a consulting firm (April 2010 — May 2011); Chief Executive Officer, Moneta Corp., a consumer online payments company (2008 — 2010).
David L. Green				53			Senior Executive Vice President, General Counsel and Corporate Secretary		Senior Executive Vice President, General Counsel and Corporate Secretary (since September 2019); Executive Vice President, General Counsel and Corporate Secretary (since November 2013); Senior Vice President and Division General Counsel of the Company (November 2011 — November 2013); Vice President and Division General Counsel of the Company (2007 — November 2011).

There are no arrangements or understandings between any of our NEOs and any other person pursuant to which any of them was appointed an officer, other than arrangements or understandings with our officers acting solely in their capacities as such.

Codes of Conduct and Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers that is applicable to the Chief Executive Officer and the Chief Financial Officer, and an Employee Code of Conduct and Ethics that is applicable to all employees. The codes deter wrongdoing and promote honest and ethical conduct, compliance with laws, rules and regulations and internal reporting of possible legal or ethics violations. In addition, the Company has adopted a Code of Conduct and Ethics applicable to directors. The Code of Ethics for Senior Financial Officers, the Employees Code of Conduct and Ethics and the Director Code of Conduct and Ethics are available on the Company’s website at: https://investors.globalpaymentsinc.com/corporate-governance.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 37

Proposal Two: Advisory Vote to Approve the 2020 Compensation of Our Named Executive Officers

In accordance with Section 14A of the Exchange Act, our board of directors is asking shareholders to approve an advisory resolution on executive compensation. The advisory vote is a non-binding vote to approve the compensation of our NEOs in 2020. The vote, which is known as a “say-on-pay” vote, is intended to give our shareholders the opportunity to express their views on our NEOs’ compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. At last year’s annual meeting of shareholders, approximately 95% of the votes cast were cast in support of the compensation of our NEOs. The text of the resolution is as follows:

Resolved, that the Company’s shareholders APPROVE, on an advisory basis, the compensation of the Company’s NEOs as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the summary compensation table and related compensation tables and narrative discussion.

We urge you to read the Compensation Discussion and Analysis in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. You should also read the summary compensation table and other related compensation tables and narrative disclosure, which provide additional details about the compensation of our NEOs in 2020. We have designed our compensation and benefits program and philosophy to attract, retain and motivate talented, qualified and committed executive officers who share our philosophy and desire to work toward our goals. We believe that for 2020, our executive compensation program aligned individual compensation with the short-term and long-term performance of our Company in ways such as the following:

 

•

Pay opportunities were appropriate to the size of our Company when compared to peer companies.

 

•

Our compensation program was heavily performance-based, using multiple measures for short-term incentives.

 

•

Performance metrics under our short-term incentive plan are adjusted to reflect acquisitions that we make during the year.

 

•

Long-term incentives were linked to shareholder value through performance units, stock options and time-based restricted stock that change in value as share price fluctuates.

 

•

Performance metrics for our performance units require sustained growth each year over a three-year period.

 

•

Performance units will result in an either increased or decreased payout multiple based on our total shareholder return performance rank relative to the S&P 500 index.

 

•

Perquisites are a minor part of our compensation program.

 

•

Excise tax gross-ups are not provided to any of our NEOs.

 

•

Our insider trading policy prohibits directors and employees from engaging in any transaction in which they profit if the value of our common stock falls.

 

•

Pursuant to our clawback policy, we may recoup the value of any annual or long-term incentive awards provided to any NEOs in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement.

 

•

Change-in-control severance provisions in employment agreements are double trigger.

 

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The Compensation Committee engages independent compensation consultants.

 

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The Compensation Committee certifies performance results for purposes of executive compensation.

 

•

We do not re-price or backdate stock options or issue discounted stock options.

 

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We do not pay dividend equivalent rights with respect to performance units.

 

38 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

The vote regarding the compensation of the NEOs described in this Proposal No. 2 is advisory, and therefore, is not binding on us or our board. Although non-binding, our board values the opinions that shareholders express in their votes and will review the voting results and take them into consideration as it deems appropriate when making future decisions regarding our executive compensation programs. Our board of directors has adopted a policy providing for an annual say-on-pay vote. Unless our board of directors modifies this policy, the next say-on-pay vote will be held at our next annual shareholder meeting in 2022.

 

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 39

Compensation Discussion and Analysis

Table of Contents

 

EXECUTIVE SUMMARY			40
Fiscal Year 2020 and COVID-19 Response			40
2020 Financial Results			41
Impact of Pandemic on 2020 Incentive Compensation			42
Elements of Executive Compensation Program			43
Base Salary			44
Short-Term Incentive Plan			44
Long-Term Incentive Plan			46
Other Benefits			50
Employment Agreements			50
How Compensation Decisions Are Made			51
Policies and Guidelines			53
Report of Compensation Committee Members			53
Compensation of Named Executive Officers			54
Summary Compensation Table			54
Grants of Plan-Based Awards in 2020			56
Outstanding Equity Awards at December 31, 2020			57
Stock Options Exercised and Stock Vested during 2020			58
Non-Qualified Deferred Compensation Plan			59
Pension Benefits			59
Potential Payments upon Termination, Retirement or Change in Control			59

This Compensation Discussion and Analysis describes the compensation program for our NEOs for fiscal year 2020.

 

Name		Title
Jeffrey S. Sloan		Chief Executive Officer
Cameron M. Bready		President and Chief Operating Officer
Paul M. Todd		Senior Executive Vice President and Chief Financial Officer
Dr. Guido F. Sacchi		Senior Executive Vice President and Chief Information Officer
David L. Green		Senior Executive Vice President, General Counsel and Corporate Secretary

EXECUTIVE SUMMARY

Fiscal Year 2020 and COVID-19 Response

We entered the 2020 calendar year in a position of strength and our financial performance prior to the pandemic’s effects being fully realized was tracking to achieve results above the target and maximum goals set under our annual and long-term incentive plans, respectively. However, similar to many companies, we experienced adverse financial impacts in 2020 related to COVID-19 due to the overall economic slowdown from the pandemic, including a reduction in consumer spending and closures of or slowdowns in certain of our customers’ businesses in the markets we operate.

In the face of the pandemic, management and our board acted swiftly to preserve liquidity and provide financial flexibility. We took many cost-saving actions, including reductions in employee compensation costs (including significant compensation reductions for the NEOs, as described below) and discretionary spending, a hiring freeze, a temporary suspension of our share repurchase program during the second and third quarters of 2020 and reductions in our planned capital investments. We believe these decisive actions contributed directly to our outstanding performance in 2020, including an 18% increase in our share price, which outperformed the S&P 500.

 

40 – GLOBAL PAYMENTS INC. | 2021 Proxy Statement

We also committed to taking the appropriate actions to protect the health and safety of our employees, customers and communities. This included enabling the vast majority of our worldwide employees to immediately and seamlessly shift to work from home and ensuring that those whose job responsibilities necessitated coming to the office are able to work in a safe environment.

More specifically, we implemented the following organizational cost reduction measures:

 

•

Mr. Sloan voluntarily waived 100% of his base salary for the period from April 2020 through December 2020, and the other NEOs and members of the executive leadership team voluntary waived 50% of their base salary for the period from April 2020 through September 2020.

 

•

In April 2020, each NEO, including Mr. Sloan, waived the right to a cash incentive under our short-term incentive plan for fiscal 2020, irrespective of the Company’s performance in 2020 under such plan. As a result, together with his voluntary waiver of his base salary beginning April 2020, Mr. Sloan received less than 10% of his targeted cash compensation in 2020.

 

•

Each member of the board voluntarily waived his or her cash retainer fees for the period from April 2020 to December 2020.

 

•

Implemented a reduction of 10% of base salary for all salaried employees globally where permitted, for the period from April 2020 through September 2020. Generally, base salaries were restored to their pre-reduction levels effective early October 2020, though Mr. Sloan’s salary was not restored until January 2021.

Notwithstanding the pandemic’s effect on the Company’s performance, the Compensation Committee did not modify the performance goals that were established prior to the onset of COVID-19 for outstanding performance unit awards granted in 2018, 2019 and 2020. Accordingly, the adjusted EPS growth achievement level for 2020 for all three awards was 0%.

2020 Financial Results

Despite the impact the COVID-19 pandemic has had and continues to have on the global economy, our performance in 2020 exceeded our expectations post COVID-19 and highlights our outstanding execution and the decisive expense actions taken at the onset of the pandemic. We reported continued sequential improvement in the fourth quarter of 2020 despite the impact of a more challenging macroeconomic environment in a number of our markets for much of the period. Looking forward, we believe we remain well-positioned to continue navigating the current environment.

Highlights related to our financial condition and results of operations as of December 31, 2020 and for the year then ended include the following:

 

•

Consolidated revenues were $7.42 billion and $4.91 billion for the years ended December 31, 2020 and 2019, respectively.

 

•

Consolidated operating income was $894 million for the year ended December 31, 2020, compared to $791.4 million for 2019. Our operating margin for the year ended December 31, 2020 was 12%, compared to 16.1% for the year ended December 31, 2019.

 

•

Net income attributable to Global Payments was $584.5 million for the year ended December 31, 2020 compared to $430.6 million for 2019, and diluted earnings per share was $1.95 for the year ended December 31, 2020 compared to $2.16 for 2019.

 

GLOBAL PAYMENTS INC. | 2021 Proxy Statement  – 41