GLOBAL PAYMENTS INC GPN

34% shingled-prose overlap between the two filings.

2025: 49,009 chars · 2026: 54,329 chars

• Pay Ratio (Item 402(u)):46% overlap (3,701 → 3,615 chars)
• Say-on-Pay proposal:16% overlap (1,627 → 1,929 chars)

• changed​ 2025 Executive Summary ​ ​ ​ ​ 63 ​ ​ ​ 2025 2024Named Executive Officers ​ ​ ​ ​ 64 ​ ​ ​ Management Changes ​ ​ ​ ​ 64 59​ ​ ​ 2025 2024Executive Compensation Highlights ​ ​ ​ ​ 65 60​ ​ ​ Compensation Practices and Policies ​ ​ ​ ​ 66 61​ ​ ​ Evolution of our Executive Compensation Program ​ ​ ​ ​ 67 62​ ​ ​ Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation ​ ​ ​ ​ 67 62​ ​ ​ Compensation Philosophy and Objectives ​ ​ ​ ​ 67 62​ ​ ​ Base Salary ​ ​ ​ ​ 68 63​ ​ ​ Short-Term Incentive Plan ​ ​ ​ ​ 68 64​ ​ ​ Long-Term Incentive Plan ​ ​ ​ ​ 71 66​ ​ ​ Other Benefits ​ ​ ​ ​ 75 69​ ​ ​ Employment Agreements ​ ​ ​ ​ 76 70​ ​ ​ How Compensation Decisions Are Made ​ ​ ​ ​ 76 70​ ​ ​ Anti-Hedging Policy; Insider Trading Policy ​ ​ ​ ​ 77 72​ ​ ​ Clawback Policy ​ ​ ​ ​ 78 72​ ​ ​ Target Stock Ownership Guidelines ​ ​ ​ ​ 78 72​ ​ ​ ReportofCompensation Committee Report Members​ ​ ​ ​ 78 73​ ​ ​ Compensation of Named Executive Officers ​ ​ ​ ​ 79 74​ ​ ​ Summary Compensation Table ​ ​ ​ ​ 79 74​ ​ ​ Grants of Plan-Based Awards in 2025 2024​ ​ ​ ​ 82 77​ ​ ​ Outstanding Equity Awards at December 31, 2025 2024​ ​ ​ ​ 84 79​ ​ ​ Stock Options Exercised and Stock Vested during 2025 2024​ ​ ​ ​ 86 82​ ​ ​ Non-Qualified Deferred Compensation Plan ​ ​ ​ ​ 86 82​ ​ ​ Pension Benefits ​ ​ ​ ​ 87 83​ ​ ​ Potential Payments upon Termination, Retirement or Change in Control ​ ​ ​ ​ 87 83​ ​ ​ Employment Agreements with Our Named Executive Officers ​ ​ ​ ​ 87 83​ ​ ​ Potential Payments Table ​ ​ ​ ​ 90 86​ ​
• changed62 58– GLOBAL PAYMENTS INC.
• changed| 2026 2025Proxy Statement
• newTABLE OF CONTENTS​ 2025 Executive Summary 2025 was a pivotal year for Global Payments, characterized by decisive strategic actions that strengthened our competitive position and accelerated our transformation into a focused merchant solutions leader.
• newWe achieved our financial targets for the year, as discussed in greater detail in the Compensation Discussion and Analysis under Performance Metrics for Short-Term Incentive, while also positioning our organization to execute on a simplified strategy to deliver long-term sustainable performance, including by: • blacklining:none; Entering into, and completing in January 2026, definitive agreements to acquire Worldpay and divest Issuer Solutions, resulting in strengthened capabilities and scale across payment technology and software solutions for merchants of all sizes.
• new​ • blacklining:none; Launching our next-generation Genius platform, building exceptional market resonance and reinforcing Genius as a flagship innovation and platform.
• new​ • blacklining:none; Aligning our brand identity across assets and go-to-market activities, including unifying POS businesses under the Genius brand.
• new​ • blacklining:none; Divesting Heartland Payroll and returning $500 million of the proceeds to shareholders as part of our effort to accelerate value creation and emphasize the markets where we are best positioned to compete and win.
• new​ • blacklining:none; Returning $1.5 billion of capital to shareholders through share repurchases and dividends.
• new​ • blacklining:none; Expansion of our international reach through key international partnerships and joint ventures.
• new​ • blacklining:none; Operational cost optimization and margin expansion efforts.
• new​ • blacklining:none; Investing in AI-driven innovation in fraud prevention, customer experience, and unified commerce back-end integration for omnichannel experiences.
• new​ • blacklining:none; Strengthening our governance through board refreshment.
• new​ 2025 Progress Against Our Strategic Priorities During 2025, we were guided by delivering on our strategic priorities, which aligned with our significant transformation program that we undertook in 2024.
• newAs part of this program, we initiated a holistic review of our business to examine our strategy, our operational fitness, and our ability to deliver sustainable performance.
• newOur 2025 incentive program aligns payouts with financial performance and share price performance, including tying a substantial portion of our NEOs’ target annual compensation to the achievement of pre-established financial objectives that support our business strategy and priorities, with a mix that incorporates short- and long-term performance goals.
• changedWe believe that for 2025, 2024,our executive compensation programs programaligned individual compensation with the short-term and long-term performance of our Company.
• newThis included our Compensation Committee adding a third financial metric to our short-term incentive plan based on the adjusted operating income benefit of our transformation, and resulting in the payouts described below in this Compensation Discussion & Analysis.
• changed| 2026 2025Proxy Statement – 63
• changedTABLE OF CONTENTS​​ CONTENTS​COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis describes our executive compensation philosophy and program and compensation decisions made under the program for our NEOs for 2025. 2024.
• newManagement Changes We experienced changes in our executive management team during 2025 and early in 2026 in connection with the Worldpay closing that impacted the group comprising our executive officers: Dara Steele-Belkin, the Company’s Chief Legal Officer, was appointed an executive officer of the Company, effective April 24, 2025.
• newRyan Loy, the Company’s Chief Technology Officer, was appointed an executive officer of the Company, effective May 1, 2025.
• newAs of January 29, 2026, Mr. Loy remains at the Company as Chief Technology Officer, but is no longer an executive officer.
• newNichole Viviani, the Company’s Chief People, Culture and Change Officer, was hired effective January 9, 2026, and became an executive officer of the Company effective January 29, 2026.
• newDavid Green, the Company’s Chief Administrative Officer, resigned from his position for good reason effective January 9, 2026.
• changed​ 64 – GLOBAL PAYMENTS INC.
• changed| 2026 2025Proxy Statement
• changed2025 2024Executive Compensation Highlights
• changedThe following charts show the mix of total target compensation in 2025 2024for our Chief Executive Officer and the average of our continuing NEOs, as well as the portion of compensation that is subject to forfeiture (“at risk”) or performance-based.
• changed​ ​ ​ ​ 68 63​ ​ ​ ​ Short-Term Cash Incentives ​ ​ Annual Cash Incentives ​ ​ Our annual short-term performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders.
• changedOur annual cash incentives are based on annual financial performance objectives established by our theCompensation Committee.
• changedFinal payout is based on our theCompensation Committee’s analysis and certification of the Company’s performance against the pre-established goals.
• changed​ ​ ​ ​ 68 64​ ​ ​ ​ Long-Term Equity Incentives ​ ​ Performance Stock Units (PSUs) ​ ​ PSUs vest after a three-year performance period, based on EPS and relative total shareholder return (TSR) results.
• changed​ ​ ​ ​ 72 67​ ​ ​ ​ Stock Options ​ ​ Stock options vest in equal installments on each of the first three anniversaries of the grant date.
• changed​ ​ ​ ​ 73 68​ ​ ​ ​ 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.
• new​ ​ ​ ​ 73 ​ ​ ​
• changed| 2026 2025Proxy Statement – 65
• changed​ What We Do ​ ​ ​ What We Don’t Do ​ ​ ☑ blacklining:none; Tie pay to financial and share price performance ​ ☑ blacklining:none; Employ robust goal-setting process to align goals with Company strategy ​ ☑ blacklining:none; Retain an independent compensation consultant ​ ☑ blacklining:none; Benchmark against our peer group ​ ☑ blacklining:none; Conduct an annual say-on-pay vote ​ ☑ blacklining:none; Adjust performance metrics under our short-term incentive plan to reflect acquisition and disposition impacts ​ ☑ blacklining:none; Require Compensation Committee certification of performance results for purposes of NEOs’ compensation ​ ☑ blacklining:none; Payouts under our short-term incentive plan and long-term PSUs are capped at 200% of target ​ ☑ blacklining:none; Employ “double-trigger” change-in-control compensation ​ ☑ blacklining:none; Maintain a comprehensive clawback policy that requires the Company to recover incentive compensation in the event of an accounting restatement ​ ☑ blacklining:none; 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 ​ ☑ blacklining:none; Ourboardandmanagementteamgreatlyvaluetheopinionsandfeedbackofourshareholders,whichiswhyweEngage with our shareholders on executive compensation and communicate feedback to our board ​ ​ ​ ​ ☒ blacklining:none; Provide for excise tax gross-ups ​ ☒ blacklining:none; Permit hedging or pledging of our stock ​ ☒ blacklining:none; Re-price or backdate stock options or issue discounted stock options or SARs ​ ☒ blacklining:none; Permit liberal share recycling or “net share counting” upon exercise of stock options or SARs ​ ☒ blacklining:none; Pay dividend equivalent rights on PSUs ​ ☒ blacklining:none; Provide excessive perquisites, benefits or severance benefits ​ ☒ blacklining:none; Count unexercised options (vested or unvested) and unearned PSUs towards satisfaction of stock ownership guidelines ​ ​
• changed| 2026 2025Proxy Statement
• changedTABLE OF CONTENTS​​​ Evolution of our Executive Compensation Program Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation At the 2025 2024annual meeting of shareholders, approximately 85% 88%of the votes cast on our say-on-pay proposal supported our 2024 2023NEO compensation program.
• changedWe believe these results reflect investor support for our overall compensation philosophy and decisions. decisionsandthepreviouslydisclosedchangeswemadetotheprogramin2023.
• changedNevertheless, our theCompensation Committee regularly reviews the NEO compensation program to ensure it remains competitive and aligned with our shareholders’ interests.
• newIn 2025, the Committee added a third financial metric to our short-term incentive plan based on the adjusted operating income benefit of the significant transformation initiative we undertook in 2024 and continued through 2025.
• changedFor2024,Our short-term incentive plan for 2025 included financial performance goals related to adjusted net revenue (40%), adjusted operating margin (40%), and transformation adjusted operating income benefit (20%). margin,eachweightedequally.
• newOur Compensation Committee regularly seeks to review the compensation program with key stakeholders.
• changedAccordingly, our board and Compensation Committee believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and our executive compensation program reflects this belief.
• newWe believe that for 2025, our executive compensation program aligned individual compensation with the short-term and long-term performance of our Company.
• changed| 2026 2025Proxy Statement – 67
• changedSummary of 2025 2024Base Salary and Incentive Compensation
• changedThe table below reflects the compensation components for each NEO for 2025 2024at target levels.
• newBready ​ ​ ​ $ 1,100,000 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ $ 2,200,000 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ $ 16,000,000 ​ ​ ​ ​ ​ 82% ​ ​ ​ ​ $ 19,300,000 ​ ​ ​ ​ ​ Robert M.
• newCortopassi ​ ​ ​ $ 775,000 ​ ​ ​ ​ ​ 10% ​ ​ ​ ​ $ 968,750 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ $ 5,750,000 ​ ​ ​ ​ ​ 77% ​ ​ ​ ​ $ 7,493,750 ​ ​ ​ ​ ​ Joshua J.
• newWhipple ​ ​ ​ $ 750,000 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ $ 900,000 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ $ 5,350,000 ​ ​ ​ ​ ​ 76% ​ ​ ​ ​ $ 7,000,000 ​ ​ ​ ​ ​ Ryan J.
• newLoy(2) ​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ $ 3,500,000 ​ ​ ​ ​ ​ 74% ​ ​ ​ ​ $ 4,750,000 ​ ​ ​ ​ ​ David L.
• newGreen ​ ​ ​ $ 695,000 ​ ​ ​ ​ ​ 12% ​ ​ ​ ​ $ 834,000 ​ ​ ​ ​ ​ 15% ​ ​ ​ ​ $ 4,050,000 ​ ​ ​ ​ ​ 73% ​ ​ ​ ​ $ 5,579,000 ​ ​ ​
• newblacklining:none; Mr. Loy was appointed an executive officer, effective May 1, 2025.This table reflects Mr. Loy’s target compensation on an annualized basis and excludes his one-time sign-on awards connected to his hiring.
• newSee the Summary Compensation Table on page 80 for more details.
• changedOur TheCompensation Committee reviews the base salaries of our NEOs annually and may do so more frequently upon a change in circumstances.
• changedOur TheCompensation Committee does not use a specific formula for evaluating the individual performance of each NEO.
• changedBase salary represented 7% 6%of Mr. Bready’s total compensation target and an average of 11% 14%of the total compensation target for our other continuing NEOs.
• changedIt is the one component of histarget compensation that does not fluctuate with either our Company’s performance and/or the value of our stock.
• changedDuring its theCompensationCommittee’sreview of base salaries for our NEOs for 2025, our Compensation 2024,theCommittee considered the competitiveness of each NEO’s pay opportunity relative to comparable positions in the Company’s peer group, the quality and effectiveness of each NEO’s leadership and their respective contributions to the Company’s financial and operational success, as well as the totality of the executive’s performance.
• changedIn consultation with its independent consultant, our theCompensation Committee decided to increase the base salary only of the CEO NEOsfor 2025 2024as set out below.
• changed​ ​ Name ​ ​ 2025 2024Total​ ​ 2024 2023Total​ ​ % Change ​ ​ ​ ​ Cameron M.
• newBready(1) ​ ​ ​ $ 1,100,000 ​ ​ ​ ​ $ 1,000,000 ​ ​ ​ ​ ​ 10% ​ ​ ​ ​ ​ Robert M.
• newCortopassi ​ ​ ​ $ 775,000 ​ ​ ​ ​ $ 775,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ Joshua J.
• newWhipple ​ ​ ​ $ 750,000 ​ ​ ​ ​ $ 750,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ Ryan J.
• newLoy(2) ​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ David L.
• newGreen ​ ​ ​ $ 695,000 ​ ​ ​ ​ $ 695,000 ​ ​ ​ ​ ​ — ​ ​ ​
• newblacklining:none; Effective July 1, 2025.
• newblacklining:none; Mr. Loy was appointed an executive officer, effective May 1, 2025.
• changedAccordingly, his salary for 2024 2023is not reflected in this table.
• changedThis table reflects Mr. Loy’s Cortopassi’starget base salary bonusopportunityon an annualized basis.
• newThis table does not reflect Mr. Loy’s one time sign-on cash award connected to his hiring, which is not part of Mr. Loy’s ongoing target bonus opportunity.
• changedOur short-term incentive plan (STI) provides an opportunity for NEOs to earn variable at-risk cash.
• changed| 2026 2025Proxy Statement
• changedIn 2025, 2024,our Compensation Committee, in consultation with its independent consultant, approved the following target bonus opportunities for each of the NEOs, expressed as a percentage of base salary.
• changedOur TheCompensation Committee considers adjustments to target bonus opportunities on an annual basis and may do so more frequently upon a change in circumstances.
• changedOur TheCompensation Committee did not make any adjustments to the NEOs’ bonus targets for 2025. 2024.
• changed​ ​ ​ ​ ​ 2025 2024Annual Target Bonus Opportunity ​ ​ 2025 2024Target % of Base Salary ​ ​ 2024 2023Target % of Base Salary ​ ​ ​ ​ Cameron M.

More changes truncated for legibility. Open the filings on SEC for full prose.