Global Payments Inc DEF 14A, filed Mar 17, 2026

Global Payments Inc (GPN)

DEF 14A 2026-03-17 For: 2026-04-30

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Added on June 12, 2026

About this DEF 14A

Global Payments Inc filed this DEF 14A on March 17, 2026.

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	Date and Time:			Thursday, April 30, 2026, at 9:00 a.m., Eastern Daylight Time
	Virtual Meeting Site:			www.virtualshareholdermeeting.com/GPN2026

		Voting Proposal				Board Recommendation
		1. Elect the twelve directors nominated by our board and named in the proxy statement. • Diverse board in terms of skills, background and professional experiences.				FOR each director nominee
		2. Approve, on an advisory basis, the compensation of our named executive officers for 2025. • Our executive compensation program is designed to align with our Company’s performance and strategic objectives, ensuring that we attract, retain and motivate top-tier talent. We are pleased that shareholders have supported our executive compensation through strong “say-on-pay” approval ratings, affirming confidence in our approach to rewarding performance and driving value.				FOR
		3. Ratify the appointment of Deloitte & Touche LLP (Deloitte) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. • Deloitte is an independent registered public accounting firm with the required knowledge and experience to effectively audit the Company’s financial statements.				FOR
		4. To consider and vote upon one shareholder proposal, if properly presented.				AGAINST

	Proxy Statement Summary					1
	2026 Annual Meeting of Shareholders					1
	Proposals and Voting Recommendations					1
	General Information about the Company for 2025					2
	Performance Highlights					2
	Board and Corporate Governance Highlights					4
	2026 Director Nominees Overview					4
	Director Nominee Committee Composition					6
	Shareholder Outreach					13
	Compensation Philosophy					15
	2025 Compensation Highlights					16
	Commitment to Corporate Responsibility and Sustainability					17
	2025 Corporate Responsibility and Sustainability Highlights					17
	Questions and Answers About Our 2026 Virtual Annual Meeting and this Proxy Statement					21
	Proposal One: Election of Directors for a One-Year Term “FOR”					25
	2026 Nominees for Directors					25
	Board of Directors, its Committees, Meetings and Functions					38
	Effective Board Leadership Structure					38
	Board Independence					40
	Board Membership Criteria					41
	Board Refreshment					42
	Board and Committee Membership					43
	Board Oversight					51
	Evaluation of Board and Committee Effectiveness					54
	Codes of Conduct and Ethics					54
	Contacting Our Board of Directors					54
	Board of Directors Compensation					55
	Non-Qualified Deferred Compensation Plan					56
	Target Stock Ownership Guidelines					56
	Common Stock Ownership					57
	Common Stock Ownership by Management					57
	Common Stock Ownership by Non-Management Shareholders					58
	Equity Compensation Plan Information					58
	Biographical Information About Executive Officers and Named Executive Officers					59
	Proposal Two: Advisory Vote to Approve the 2025 Compensation of Our Named Executive Officers “FOR”					61
	Compensation Discussion and Analysis					62
	2025 Executive Summary					63
	2025 Executive Compensation Highlights					65
	Compensation Practices and Policies					66
	Evolution of our Executive Compensation					67

	Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation					67
	Compensation Philosophy and Objectives					67
	Base Salary					68
	Short-Term Incentive Plan					68
	Long-Term Incentive Plan					71
	Other Benefits					75
	Employment Agreements					76
	How Compensation Decisions Are Made					76
	Anti-Hedging Policy; Insider Trading Policy					77
	Clawback Policy					78
	Target Stock Ownership Guidelines					78
	Compensation Committee Report					78
	Compensation of Named Executive Officers					79
	Summary Compensation Table					79
	Grants of Plan-Based Awards in 2025					82
	Outstanding Equity Awards at December 31, 2025					84
	Stock Options Exercised and Stock Vested during 2025					86
	Non-Qualified Deferred Compensation Plan					86
	Pension Benefits					87
	Potential Payments upon Termination, Retirement or Change in Control					87
	Employment Agreements with Our Named Executive Officers					87
	Potential Payments Table					90
	Pay Versus Performance					93
	CEO Pay Ratio					97
	Proposal Three: Ratification of the Appointment of Independent Registered Public Accounting Firm “FOR”					98
	Report of the Audit Committee					98
	Auditor Fees					100
	Audit Committee Pre-Approval Policies					100
	Proposal Four: Advisory Vote on Shareholder Proposal Regarding Shareholder Right to Act by Written Consent “AGAINST”					101
	Additional Information					105
	Relationships and Related Party Transactions					105
	Shareholders Sharing the Same Address					105
	Shareholder List					105
	Delinquent Section 16(a) reports					105
	Appendix A: Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans					A-1
	Appendix B: Reconciliation of Non-GAAP Financial Measures to GAAP Measures (Unaudited)					B-1

	Date and Time:			Thursday, April 30, 2026, at 9:00 a.m., Eastern Daylight Time
	Virtual Meeting Site:			www.virtualshareholdermeeting.com/GPN2026 Our 2026 annual meeting of shareholders will be held in a virtual meeting format only with no physical location. Shareholders who held shares as of the record date may attend the meeting by logging in at www.virtualshareholdermeeting.com/GPN2026 using the 16-digit control number included on the proxy card or notice.
	Record Date:			March 9, 2026
	Voting:			Holders of our common stock as of the close of business on the record date may vote at the 2026 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.

	Sincerely,

	Cameron M. Bready Chief Executive Officer			M. Troy Woods Independent Chair of the Board

				Core Competencies
				Leadership and Senior Management Experience Demonstrated breadth and depth of management and executive leadership experience
				Public Company Experience Experience with public company reporting responsibilities and the issues commonly faced by public companies
				Accounting and Finance Experience in corporate finance, financial accounting or financial management
				Risk Management Experience identifying, managing and mitigating enterprise risk
				Strategic Planning and Mergers and Acquisitions Experience in strategic planning, business development and mergers and acquisitions and ability to evaluate operational integration plans
				Global Business Experience International experience (such as living and working or having responsibilities for businesses outside of the United States) and understanding of the culture of countries outside of the United States
				Human Capital Management Experience in recruitment, retention, succession planning for key roles, and development and compensation matters for employees, including those with diverse skills and backgrounds

				Key Experience
				Industry Knowledge and Experience Extensive knowledge of the Company’s business and/or industry experience from payments and processing services, financial services or from the consumer commerce space (retail, restaurant, hospitality, etc.)
				Cybersecurity and Information Security Experience with cybersecurity and/or information security including in the global risk management context
				Technology, Digital Transformation and Innovation Significant background working in technology, resulting in knowledge of how to anticipate technological trends and/or generate disruptive innovation
				Regulatory Compliance Experience with navigating complex legal and regulatory issues, compliance obligations, governmental policies, and sustainability matters in multiple jurisdictions, including engagement with legislators and regulatory bodies

	BOARD STRUCTURE AND INDEPENDENCE
	• An independent Chair of the board, separate from our CEO, oversees our board’s activity, including leading board meetings, fostering board cohesion and participation, and working with the CEO to create board agendas • Eleven out of twelve director nominees are independent • Annual election of directors • Three new independent directors have been added to our board since 2025 and five since 2022				• Independent directors meet without management and non-independent directors present • Each director attended 75% or more of the meetings of our board and the committees on which he or she served • Fully independent Audit, Compensation, Governance and Nominating, and Technology Committees
	SHAREHOLDER RIGHTS
	• Proxy access for shareholders • Majority voting for directors in uncontested elections				• No supermajority voting requirements • 15% threshold for shareholders to call a special meeting
	BOARD OVERSIGHT
	• Board and its committees exercise oversight of the Company’s global risk management (GRM) program • Dedicated regular board meeting focused on Company strategy • Open access to senior management and information • Proactive and strategic board and senior management succession planning				• Our Audit Committee oversees the integrity of the Company’s financial statements and legal and regulatory compliance • Our Governance and Nominating Committee oversees sustainability matters, which include environmental, social and corporate responsibility issues • Our Compensation Committee assists our board in its oversight of human capital management • Formation of an ad hoc Integration Committee to oversee the objectives for the integration of Worldpay into the Company
	SIGNIFICANT TECHNOLOGY, CYBER-SECURITY AND PRIVACY OVERSIGHT
	• Our Technology Committee oversees the Company’s Information Security program and global risk exposure associated with our technology and cyber-security practices • Chief Information Security Officer (CISO) reports directly to our Technology Committee • Centralized Privacy Office, led by our Chief Privacy Officer, provides world-wide compliance support to project and technology teams with detailed privacy analysis				• The Company’s Internal Privacy Policy, together with associated standards and procedures, provides a comprehensive compliance framework to inform and guide the handling of personal data within the organization, as well as external sharing and data transfer • Cyber-risk insurance policy aligns with our business objectives and customer expectations • For a description of our cyber-security practices, see the 2025 Form 10-K

	STRONG CORPORATE GOVERNANCE PRACTICES
	• Annual robust board and committee self-evaluations, including Chair interviews of board members and management • Over-boarding restrictions • Significant stock ownership requirements for our NEOs, other members of senior management and directors • Director renomination limited to directors under the age of 75 • Robust Code of Business Conduct and Ethics for employees and directors and Code of Ethics for Senior Financial Officers				• Director orientation program to complement the recruitment process • Annual Global Responsibility Report disclosing our performance, progress and strategy on key sustainability and governance topics, including net zero carbon emissions commitment by 2040 • Political Activity Policy outlining the rationale and ethical framework for how we participate in the political and public policy process • Proactive and strategic board succession planning


	Who We Engage: • Institutional shareholders • Sell-side analysts • Retail shareholders and shareholder advocates • Fixed income investors • Proxy advisory firms • Governance and sustainability thought leaders			How We Engage: • Quarterly earnings calls • Investor conferences • Annual shareholder meetings • Investor roadshows, on-site visits and virtual meetings • One-on-one meetings			How We Communicate: • Annual report • Proxy statement • SEC filings • Press releases • Company website • Investor presentations • Global Responsibility Report

	What We Do				What We Don’t Do
	☑ Tie pay to financial and share price performance ☑ Employ robust goal-setting process to align goals with Company strategy ☑ Retain an independent compensation consultant ☑ Benchmark against our peer group ☑ Conduct an annual say-on-pay vote ☑ Adjust performance metrics under our short-term incentive plan to reflect acquisition and disposition impacts ☑ Require Compensation Committee certification of performance results for purposes of NEOs’ compensation ☑ Payouts under our short-term incentive plan and long-term PSUs are capped at 200% of target ☑ Employ “double-trigger” change-in-control compensation ☑ Maintain a comprehensive clawback policy that requires the Company to recover incentive compensation in the event of an accounting restatement ☑ Impose minimum stock ownership thresholds as a percentage of base salary (CEO, 600%; all other NEOs, 400%) and holding periods until such thresholds are met ☑ Engage with our shareholders on executive compensation and communicate feedback to our board				☒ Provide for excise tax gross-ups ☒ Permit hedging or pledging of our stock ☒ Re-price or backdate stock options or issue discounted stock options or SARs ☒ Permit liberal share recycling or “net share counting” upon exercise of stock options or SARs ☒ Pay dividend equivalent rights on PSUs ☒ Provide excessive perquisites, benefits or severance benefits ☒ Count unexercised options (vested or unvested) and unearned PSUs towards satisfaction of stock ownership guidelines

	Time: America’s Best Midsize Companies 2025 Newsweek: America’s Most Responsible Companies 2025 Forbes: World’s Best Employers 2025
	We are proud to have been recognized by some of the most influential publications and organizations around the world with the above notable awards since the beginning of 2025.			Scored 100% on the Human Rights Campaign’s Corporate Equality Index, which is the national benchmarking tool on corporate policies and practices pertaining to LGBTQIA+ employees.

	M. Troy Woods Independent Chair				Cameron M. Bready Chief Executive Officer
	✓ Presiding at all meetings of the board (including executive sessions) ✓ Conferring with the CEO on the Company’s strategy and strategic plan ✓ Engaging with the CEO and the Company’s executive leadership team between board meetings on business developments ✓ Generally approving information provided to the board, board meeting agendas and meeting schedules to ensure there is sufficient time for discussion of all agenda items ✓ Leading board self-assessment interviews with all directors ✓ Presiding over shareholder meetings ✓ Representing the board in communications with major shareholders and other stakeholders, as needed				✓ Creating and implementing the Company’s vision and mission ✓ Leading the development of the Company’s strategies — both short and long-term ✓ Setting meaningful and measurable operating and strategic goals for the Company ✓ Establishing a strong performance management culture ✓ Assessing and managing the Company’s exposure to risk ✓ Serving as the primary interface between management and the board ✓ Reviewing organizational structure needs and developing ongoing management succession plans ✓ Representing the face of the Company to stakeholders ✓ Providing regular updates and information to the board on all key issues and business developments and status of operations

	✓ Experience — Particular skills and leadership experience that are relevant to the Company’s strategic vision.
	✓ Board Contribution — Integrity, business judgment, and commitment.
	✓ Diversity — The board and Governance and Nominating Committee value diverse perspectives among our directors and believe that diversity on our board should be a priority, and therefore actively seek diverse candidates with regard to background and other attributes and skills.
	✓ Age and Tenure — The age and board tenure of each incumbent director.
	✓ Board Size — Our Governance and Nominating Committee periodically evaluates whether a larger or smaller board would be preferable, depending on the board’s needs and the availability of qualified candidates.
	✓ Board Independence — Independence of candidates for director nominees, including the appearance of any conflict in serving as a director.
	✓ Other Public Company Service — The number of other public company boards on which a director may serve.
	✓ Director Commitment — The director’s ability to devote sufficient time to his/her role as a director and any committee service.

1	2	3
Collect Candidate Pool	Holistic Candidate Review	Recommendation to the Board
• Independent search firms • Director recommendations • Shareholder recommendations	• Governance and Nominating Committee focuses on candidates with skills that align to the Company’s long-term corporate strategy as well as areas of current and future anticipated needs most critical to the board • Prior to a vote as to whether a potential nominee is recommended, the candidates that emerge from the process are interviewed by members of the committee and other board members, including the Chair • Extensive due diligence is conducted by the Company and/or third parties, including soliciting feedback from our other directors and applicable persons outside the Company	• Our Governance and Nominating Committee presents qualified candidates to the board for review, consideration and approval

		Director Category			Limit on publicly-traded board and audit committee service, including Global Payments
		All directors			4 boards
		Director who is a CEO of Global Payments			2 boards
		Directors who serve on Audit Committee			3 audit committees

Audit Committee

William B. Plummer (Chair)	Members: William B. Plummer (Chair)*, Robert H.B. Baldwin, Jr., Connie D. McDaniel, Vivek Sankaran1, and Patricia A. Watson	6 meetings in 2025 All members are independent

Governance and Nominating Committee

Connie D. McDaniel (Chair)	Members: Connie D. McDaniel (Chair), F. Thaddeus Arroyo; Joia M. Johnson; and Kirsten M. Kliphouse	5 meetings in 2025 All members are independent

Compensation Committee

John G. Bruno (Chair)	Members: John G. Bruno (Chair), Robert H.B. Baldwin, Jr., Joia M. Johnson, Joseph H. Osnoss, and Vivek Sankaran1	5 meetings in 2025 All members are independent

Technology Committee

F. Thaddeus Arroyo (Chair)	Members: F. Thaddeus Arroyo (Chair), John G. Bruno, Archana Deskus, and Kirsten M. Kliphouse	4 meetings in 2025 All members are independent

Integration Committee

Cameron M. Bready (Chair)	Members: Cameron M. Bready (Chair), Archana Deskus, Joseph H. Osnoss, and Patricia A. Watson, M. Troy Woods	All members except Mr. Bready are independent

Director	Annual Basic Cash Retainer			Annual Supplemental Cash Retainer			Annual Stock Retainer (FMV)
Independent Chair of the Board		$	125,000		$	100,000		$	285,000
Chair of Audit Committee		$	125,000		$	40,000		$	230,000
Chair of Other Committees		$	125,000		$	30,000		$	230,000
All Other Non-Employee Directors		$	125,000			N/A		$	230,000

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total($)
F. Thaddeus Arroyo		$	155,000		$	229,979		$	384,979
Robert H.B. Baldwin, Jr.		$	125,000		$	229,979		$	354,979
John G. Bruno		$	155,000		$	229,979		$	384,979
Archana Deskus(3)		$	72,603		$	114,985		$	187,588
Joia M. Johnson		$	125,000		$	229,979		$	354,979
Kirsten M. Kliphouse		$	125,000		$	229,979		$	354,979
Connie D. McDaniel		$	155,000		$	229,979		$	384,979
Joseph H. Osnoss		$	125,000		$	229,979		$	354,979
William B. Plummer		$	165,000		$	229,979		$	394,979
Patricia A. Watson(3)		$	72,603		$	114,985		$	187,588
M. Troy Woods		$	225,000		$	284,991		$	509,991

Independent Directors	Options Outstanding as of December 31, 2025
F. Thaddeus Arroyo		4,822
Robert H.B. Baldwin, Jr.		0
John G. Bruno		0
Archana Deskus		0
Joia M. Johnson		3,123
Kirsten M. Kliphouse		0
Connie D. McDaniel		0
Joseph H. Osnoss		0
William B. Plummer		0
Patricia A. Watson		0
M. Troy Woods		83,226

Name and Address of Beneficial Owner(1)	Shares Beneficially Owned with Sole Voting and/or Sole Investment Power(2)		Shares Beneficially Owned with Shared Voting or Shared Investment Power	Shares Issuable Upon Exercise of Stock Options(3)		Total		Percentage of Class
Named Executive Officers:
Cameron M. Bready		325,114			264,800		589,914		*
Robert Cortopassi		52,895			23,331		76,226		*
Josh J. Whipple		72,884			48,444		121,328		*
David L. Green		57,179			98,328		155,507		*
Ryan J. Loy		—			—		—		*
Independent Directors and Director Nominees:
F. Thaddeus Arroyo		13,093			4,822		17,915		*
Robert H.B. Baldwin, Jr.		45,911			—		45,911		*
John G. Bruno		18,670			—		18,670		*
Archana Deskus		1,320			—		1,320		*
Joia M. Johnson		16,567			3,123		19,690		*
Kirsten M. Kliphouse		5,897			—		5,897		*
Connie D. McDaniel		30,014			—		30,014		*
Joseph H. Osnoss		7,796(4)			—		7,796		*
William B. Plummer		15,506			—		15,506		*
Vivek Sankaran		239			—		239		*
Patricia A. Watson		2,651			—		2,651		*
M. Troy Woods		505,852			83,226		589,078		*
All Directors and Executive Officers as a Group(17)		1,144,805			431,469		1,576,274		*

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Shares
GTCR W Aggregator LP(1)		43,268,041		15.5%
The Vanguard Group(2)		24,946,644		8.9%
BlackRock, Inc.(3)		17,654,029		6.3%

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)		Weighted-average exercise price of outstanding options, warrants and rights (b)(2)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)(3)
Equity compensation plans approved by security holders		1,790,670		$	113.43		13,048,038(4)(5)
Equity compensation plans not approved by security holders		—			—		—
Total		1,790,670		$	113.43		13,048,038

	2025 Executive Summary					63
	2025 Named Executive Officers					64
	Management Changes					64
	2025 Executive Compensation Highlights					65
	Compensation Practices and Policies					66
	Evolution of our Executive Compensation Program					67
	Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation					67
	Compensation Philosophy and Objectives					67
	Base Salary					68
	Short-Term Incentive Plan					68
	Long-Term Incentive Plan					71
	Other Benefits					75
	Employment Agreements					76
	How Compensation Decisions Are Made					76
	Anti-Hedging Policy; Insider Trading Policy					77
	Clawback Policy					78
	Target Stock Ownership Guidelines					78
	Compensation Committee Report					78
	Compensation of Named Executive Officers					79
	Summary Compensation Table					79
	Grants of Plan-Based Awards in 2025					82
	Outstanding Equity Awards at December 31, 2025					84
	Stock Options Exercised and Stock Vested during 2025					86
	Non-Qualified Deferred Compensation Plan					86
	Pension Benefits					87
	Potential Payments upon Termination, Retirement or Change in Control					87
	Employment Agreements with Our Named Executive Officers					87
	Potential Payments Table					90

Name	Base Salary			% of Total		Target Short- Term Cash Incentive			% of Total		Target Long- Term Equity Incentives(1)			% of Total		Total
Cameron M. Bready		$	1,100,000		7%		$	2,200,000		11%		$	16,000,000		82%		$	19,300,000
Robert M. Cortopassi		$	775,000		10%		$	968,750		13%		$	5,750,000		77%		$	7,493,750
Joshua J. Whipple		$	750,000		11%		$	900,000		13%		$	5,350,000		76%		$	7,000,000
Ryan J. Loy(2)		$	625,000		13%		$	625,000		13%		$	3,500,000		74%		$	4,750,000
David L. Green		$	695,000		12%		$	834,000		15%		$	4,050,000		73%		$	5,579,000

Name	2025			2024			% Change
Cameron M. Bready(1)		$	1,100,000		$	1,000,000		10%
Robert M. Cortopassi		$	775,000		$	775,000		—
Joshua J. Whipple		$	750,000		$	750,000		—
Ryan J. Loy(2)		$	625,000			—		—
David L. Green		$	695,000		$	695,000		—

	2025 Annual Target Bonus Opportunity			2025 Target % of Base Salary		2024 Target % of Base Salary
Cameron M. Bready(1)		$	2,200,000		200%		200%
Robert M. Cortopassi		$	968,750		125%		125%
Joshua J. Whipple		$	900,000		120%		120%
Ryan J. Loy(2)		$	625,000		100%		—
David L. Green		$	834,000		120%		120%

Metric / Weighting	Rationale	Threshold		Target		Maximum
Adjusted Net Revenue (40%)	Key component of annual operating plan		50%		100%		200%
Adjusted Operating Margin (40%)	Key measurement of overall profitability		50%		100%		200%
Transformation Adjusted Operating Income Benefit (20%)	Key strategic financial metric		50%		100%		200%

	2025 Performance and Targets								2024 Performance and Targets
Performance / Payout	Adjusted Net Revenue (millions)			Adjusted Operating Margin		Transformation Adjusted Operating Income (millions)			Adjusted Net Revenue (millions)			Adjusted Operating Margin
Performance thresholds:
Threshold		$	8,613		43.3%		$	125		$	8,780		44.5%
Target		$	9,066		43.8%		$	150		$	9,242		45.0%
Maximum		$	9,339		44.2%		$	175		$	9,519		45.4%
Actual Performance		$	9,015		44.0%		$	226		$	9,188		45.0%
Actual Performance Payout Results	94.3%				151.3%			200.0%	94.2%				100.0%

Name	Adjusted Net Revenue			Adjusted Operating Margin			Transformation Adjusted Operating Income Benefit			Total Payout			Payout %(1)
Cameron M. Bready		$	792,532		$	1,271,021		$	840,000		$	2,903,553		138.3%
Robert M. Cortopassi		$	365,602		$	586,334		$	387,500		$	1,339,436		138.3%
Joshua J. Whipple		$	339,656		$	544,723		$	360,000		$	1,244,379		138.3%
Ryan J. Loy(2)		$	157,248		$	252,187		$	166,667		$	576,101		138.3%
David L. Green		$	314,748		$	504,777		$	333,600		$	1,153,125		138.3%