DEF 14A of Global Payments Inc, Mar 14, 2024

DEF 14A of Global Payments Inc

Filed Mar 14, 2024 · FY20230001104659-24-034148

Open on EDGAR

  1. Board of Directors

    Board of Directors In October 2023, Kirsten Kliphouse joined our board as an independent director. Ms. Kliphouse brings to Global Payments decades of leadership, extensive knowledge of technology, information security and data privacy matters, as well as deep experience delivering growth and innovation to several of the world’s largest global organizations, most recently Google Cloud Americas. We are delighted to welcome Ms. Kliphouse to our board and look forward to her many contributions to our success in the coming years. With her appointment, we have added two new independent director nominees in less than two years. Your vote is important to us, and we encourage you to read the proxy statement carefully and vote your shares per the instructions included herein. We are proud of our progress and achievements in 2023 and remain enthusiastic about the prospects for our business moving forward. We look forward to seeing you on April 25.

  2. Board of Directors

    | Sincerely, | | | | | | Cameron M. Bready President and Chief Executive Officer | M. Troy Woods Chair of the Board | | | |

  3. 2024 Director Nominees Overview

    2024 Director Nominees Overview Upon the recommendation of the Governance and Nominating Committee, the board has nominated 12 directors for election at the annual meeting, each to hold office until our next annual meeting of shareholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation or removal. All of the nominees are currently serving as directors of the Company.

  4. 2024 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | | | M. Troy Woods | 4.5 Years | Chair of the Board | Yes | | | | | | | Cameron M. Bready | 1 Year | President and Chief Executive Officer, Global Payments Inc. | No | | | | | | | Connie D. McDaniel Lead Independent Director | 4.5 Years | Vice-Chair of the Board, Virtus Mutual Fund Family | Yes | | | | | | | F. Thaddeus Arroyo | 4.5 Years | Chief Strategy & Development Officer, AT&T, Inc. | Yes | | | | | | | Robert H.B. Baldwin, Jr. | 8 Years | Former Vice-Chair, Heartland Payment Systems, Inc. | Yes | | | | | | | John G. Bruno | 10 Years | President and Chief Operating Officer, Xerox Holdings Corporation | Yes | | | | | | | Joia M. Johnson | 4.5 Years | Former Chief Administrative Officer, Hanesbrands Inc. | Yes | | | | |

  5. 2024 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | | | Kirsten Kliphouse | 0.5 Years | Former President of Google Cloud Americas | Yes | | | | | | | Ruth Ann Marshall | 17.5 Years | Former President of Americas, MasterCard International | Yes | | | | | | | Joseph H. Osnoss | 1.5 years | Managing Partner, Silver Lake | Yes | | | | | | | William B. Plummer | 7 Years | Former Executive Vice President & Chief Financial Officer, United Rentals Inc. | Yes | | | | | | | John T. Turner | 4.5 Years | Member of the Board, W.C. Bradley Co. | Yes | | | | |

  6. 2024 Director Nominees Overview

    | Chair | Member |

  7. Director Nominee Demographics

    Director Nominee Demographics

  8. Director Nominee Demographics

    | Refreshed board composition and leadership 55% of non-employee director nominees and 75% of committee chairs are diverse in gender and/or race/ethnicity |

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

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

  10. 2024 Nominees for Directors

    2024 Nominees for Directors Our board currently has twelve members who are standing for re-election to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. Each nominee has agreed to serve as a director if elected. Proxies cannot be voted for a greater number of persons than the nominees named. Our board believes that the skills, experience and personal qualities of the director nominees, as described below, will continue to contribute to an effective and well-functioning board. Included in each director nominee’s biography is a description of select key qualifications and experience that led the board to conclude that each nominee is qualified to serve as a member of the board. All biographical information below is as of the date hereof. For information on the factors the board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 41.

  11. Election Process

    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 nominees.

  12. Election Process

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR. |

  13. Director Nominee Biographies

    Director Nominee Biographies

  14. Director Nominee Biographies

    | | M. Troy Woods Chair of the Board | | | | | Age: 72 | Committee(s): • None | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Other Public Company Directorship(s) in the Past Five Years: • Total System Services, Inc. (TSYS) Select Professional and Community Contributions: • Member, board of directors of the YMCA of Metropolitan Columbus, GA, a non-profit youth organization that offers programs to support youth development • Member, Business Roundtable, a non-profit association of executives of major US companies • Member, board of trustees, Mercer University | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Knowledge and expertise in the payments and financial services industry through 30-year career at TSYS, including service as Chair, President and CEO • Extensive valuable core business knowledge from overseeing all operations and performance at TSYS. This experience is key to Mr. Woods’ leadership as the Chair of the Board. • Strong organizational, leadership and risk management skills • Significant experience with business diversification, capital allocation and international expansion Career Highlights: • Former Chair, President and Chief Executive Officer of TSYS (2014 – 2019); President and Chief Operating Officer (2003 – 2014); Executive Vice President (1995 – 2003); Vice President (1987 – 1995) | | |

  15. Director Nominee Biographies

    | | Cameron M. Bready President and Chief Executive Officer | | | | | Age: 52 | Committee(s): • None | Current Public Company Directorship(s): • Crawford & Company | | | Director Since: 2023 | Other Public Company Directorship(s) in the Past Five Years: • None Select Professional and Community Contributions: • Member of the board of directors (since 2018) and President of The Electronic Transaction Association (since 2023) • Member of the Metro Atlanta Chamber of Commerce (since 2021) • Member of the board of trustees of Oglethorpe University (since 2012) • Vice Chairman of the board of trustees of Pace Academy (since 2019) • Member of the Business Roundtable (since 2023) | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Strong foundation in the financial services and technology industry, providing a deep understanding of market dynamics • Extensive leadership capabilities, financial acumen and strategic vision having served as both President and Chief Operating Officer and CFO of Global Payments through periods of immense growth and transformation • Deep knowledge of Global Payments’ customer base and services Career Highlights: • President and Chief Executive Officer of Global Payments (since June 2023) • President and Chief Operating Officer of Global Payments, overseeing the Company’s worldwide merchant solutions businesses across North America, Europe, Asia Pacific and Latin America, along with worldwide operations, risk management, product and real estate (2019 – 2023) • Senior Executive Vice President and Chief Financial Officer of Global Payments (2014 – 2019) • Executive Vice President and Chief Financial Officer, ITC Holdings Corp., a publicly-traded independent electric transmission company (2012 – 2014) | | |

  16. Director Nominee Biographies

    | | F. Thaddeus Arroyo | | | | | Age: 60 | Committee(s): • Technology (Chair) • Governance and Nominating | Current Public Company Directorship(s): • None | | | Director Since: 2019 Independent | Other Public Company Directorship(s) in the Past Five Years: • Total System Services, Inc. Select Professional and Community Contributions: • Member, board of directors of the National Center for Women & Information Technology, a non-profit organization that works to increase participation of girls and women in computing • Member, executive advisory board, SMU Cox School of Business • Trustee, Dallas Museum of Art | | | | Race/Ethnicity: Hispanic | | | | | Top Skills and Qualifications: • Extensive experience developing and executing business strategies and driving growth through his multi-year career in various executive positions at AT&T • Extensive information security, cyber-security and technology innovation expertise, having led the transformation of AT&T’s technology strategy • Significant global business experience • Mergers and acquisitions expertise Career Highlights: • Chief Strategy and Development Officer of AT&T, Inc., a Fortune 100 company and the world’s largest telecommunications company, where he oversees corporate strategy, corporate development, venture investments and business development (since 2022) • Chief Executive Officer of AT&T Consumer, the consumer internet, video entertainment and mobility business of AT&T (2019 – 2022); Chief Executive Officer of AT&T Business, the integrated global Business Solutions organization of AT&T (2017 – 2019); Chief Executive Officer of AT&T Mexico, LLC (2015 – 2016); President-Technology Development of AT&T (2014 – 2015); Chief Information Officer of AT&T (2007 – 2014) • Former Chief Information Officer of Cingular Wireless (2001 – 2007) • Former Senior Vice President of Product Marketing and Development of Sabre Inc. (1992 – 2001) | | |

  17. Director Nominee Biographies

    | | Robert H.B. Baldwin, Jr. | | | | | Age: 69 | Committee(s): • Audit • Compensation | Current Public Company Directorship(s): • None | | | Director Since: 2016 Independent | Other Public Company Directorship(s) in the Past Five Years: • None Select Professional and Community Contributions: • Member, board of directors of Communities in Schools, a national dropout prevention organization • Member, board of directors of Nassau Presbyterian Church Cemetery • Member, board of directors of the Bridgehampton Club, a social and sports club • Member, board of directors of OvationCXM, Inc., a privately held software company | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Business and industry expertise derived from 16-year career as a member of Heartland Payment Systems, Inc.’s executive management team, culminating as its Vice Chairman, where he was responsible for key industry relationships, investor relations, information security and customer service operations • Extensive executive and leadership experience • Substantial experience in financial and accounting matters through tenure as Chief Financial Officer of both Heartland Payment Systems Inc. and COMFORCE Corp. • Significant merger and acquisition expertise • Risk and audit oversight Career Highlights: • Former Vice Chairman (an executive office) of Heartland Payment Systems Inc. (2012 – 2016); Interim Chief Financial Officer (2013 – 2014); President (2007 – 2012); Chief Financial Officer (2000 – 2011) • Former Chief Financial Officer of COMFORCE Corp., a staffing company (1998 – 2000) • Former Managing Director, Smith Barney (1985 – 1998) • Former Vice President, Citicorp. (1980 – 1985) | | |

  18. Director Nominee Biographies

    | | John G. Bruno | | | | | Age: 59 | Committee(s): • Compensation (Chair) • Technology | Current Public Company Directorship(s): • Valor Latitude Acquisition Corp. | | | Director Since: 2014 Independent | Other Public Company Directorships in the Past Five Year(s): • None | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Extensive public company strategy, risk management and M&A experience • Extensive information security, cyber-security, and technology innovation expertise derived from over 25 years in the technology industry in various executive leadership roles as a CEO, COO, CMO, CTO, CIO, and general manager • Global business operations experience • Strong sustainability experience spearheading various environmental initiatives in his role as a Chief Operating Officer Career Highlights: • President and Chief Operating Officer, Xerox Holdings Corporation, a Fortune 500 company (since 2022) • Former Chief Operating Officer and Chief Executive Officer of the Data & Analytics Services business unit of Aon, plc, a publicly-traded global risk management service provider (2019 – 2021); Chief Operations Officer (2017 – 2019); Executive Vice President of Enterprise Innovation and Chief Information Officer (2014 – 2017) • Former President, Industry Solutions and Field Operations, NCR Corporation, a publicly traded technology company (2013 – 2014), where Mr. Bruno chaired the company’s Enterprise Risk Management Committee; Executive Vice President of Corporate Development and Chief Technology Officer (2008 – 2013) • Former Managing Director, Goldman Sachs Group, Inc. (2007 – 2008) and Merrill Lynch & Co. (2006 – 2007) • Senior Vice President, General Manager, RFID Division of Symbol Technologies, Inc. (2004 – 2005); Senior Vice President, Corporate Development and Chief Technology Officer (2004 – 2005); Senior Vice President, Business Development, and Chief Information Officer (2002 – 2004) | | |

  19. Director Nominee Biographies

    | | Joia M. Johnson | | | | | Age: 64 | Committee(s): • Governance and Nominating • Compensation | Current Public Company Directorship(s): • Regions Financial Corporation • Sylvamo Corporation | | | Director Since: 2019 Independent | Other Public Company Directorship(s) in the Past Five Year(s): • Total System Services, Inc. • Crawford & Company Select Professional and Community Contributions: • Board member and past Chair of the American Arbitration Association, the world’s largest provider of alternative dispute resolution services • Board member of the Atlanta Symphony Orchestra • Board member and Vice Chair of the Atlanta History Center • Board member of the Woodruff Arts Center • Board member of the Bobby Jones Golf Foundation | | | | Race/Ethnicity: African-American | | | | | Top Skills and Qualifications: • Global leadership experience over several corporate functions for publicly traded companies, including legal, human resources, corporate social responsibility, corporate security and real estate • Experience in human capital management, and specifically leadership in human resources • Merger and acquisitions expertise Career Highlights: • Former Chief Administrative Officer (2016 – 2021) and General Counsel and Secretary (2007 – 2021), Hanesbrands, Inc., a publicly traded marketer of innerwear and activewear apparel • Former Executive Vice President, General Counsel and Corporate Secretary, RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator (2001 – 2007) • Member of the board of directors of Novant Health, a private network of clinics, outpatient services and hospitals | | |

  20. Director Nominee Biographies

    | | Kirsten Kliphouse | | | | | Age: 57 | Committee(s): • Technology | Current Public Company Directorship(s): • Dun & Bradstreet • Laboratory Corp. of America Holdings (LabCorp.) | | | Director Since: 2023 Independent | Other Public Company Directorship(s) in the Past Five Years: • None Select Professional and Community Contributions: • Recipient of the Founders Award for superior leadership and contributions to the business | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Cybersecurity and information technology experience, and is certified in cyber-security oversight by the National Association of Corporate Directors • Experience in delivering growth and innovation to several of the world’s largest global organizations, including Google and Microsoft • Depth of experience within the technology sector, mergers and acquisitions and business development Career Highlights • Former President of Google Cloud Americas, where she was responsible for leading and growing the sales, go-to-market, customer engagement, channel and services organizations (2022 – 2023) • Former President of Google Cloud North America (2019 – 2022) • Former Senior Vice President and General Manager of Red Hat, Inc., a subsidiary of International Business Machines Corporation (2018 – 2019) • Former CEO of Yardarm Technologies, a hardware and software solutions company (2017 – 2017) • Former Corporate Vice President for services, support and sales of Microsoft, where she led more than 10,000 employees globally (1991 – 2016) | | |

  21. Director Nominee Biographies

    | | Ruth Ann Marshall | | | | | Age: 69 | Committee(s): • Governance and Nominating • Technology | Current Public Company Directorship(s): • Regions Financial Corporation • ConAgra Brands, Inc. | | | Director Since: 2006 Independent | Other Public Company Directorship(s) in the Past Five Years: • None Select Professional and Community Contributions: • Selected by Forbes.com as one of the World’s 100 Most Powerful Women (2004 and 2005), and named one of Fortune’s Top 100 Business Women (2003) | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Deep knowledge of our Company’s business and industry, including from serving as President, Americas for Mastercard International • Experience with the issues, opportunities and challenges facing our Company, including strategic planning and strategy development • Unique perspective on the history and the direction of the Company gained through extensive service on our board • Experience with sustainability and governance matters, including as Chair of the Nominating and Corporate Governance Committee at Regions Financial Corporation • Vast global leadership experience Career Highlights • Former President, Americas, Mastercard International, where she was responsible for building all aspects of Mastercard’s issuance and acceptance businesses in the United States, Canada, Latin America and the Caribbean (2000 – 2006) • Former Senior Executive Vice President, Concord EFS, Inc. (1995 – 1999) • Former member, board of directors of American Standard Corporation, manufacturer of water and housing products • Former member, board of directors of Pella Corporation, a privately held manufacturing company • Former member, board of directors of Trustwave Inc, a cyber defense privately-held company | | |

  22. Director Nominee Biographies

    | | Connie D. McDaniel | | | | | Age: 65 | Committee(s): • Governance and Nominating (Chair) • Audit | Current Public Company Directorship(s): • Virtus Mutual Fund Family | | | Director Since: 2019 Lead Independent Director | Other Public Company Directorship(s) in the Past Five Years: • Total System Services, Inc. • RidgeWorth Funds Select Professional and Community Contributions: • Member, board of directors of the North Florida Land Trust, a non-profit organization focused on land preservation • Received the Service to Georgia State University’s J. Mack Robinson College of Business Award (2010) and the Georgia State University Distinguished Alumni Award (2016) • Named by Treasury & Risk Magazine as one of the Top 100 Most Influential People in Finance (2007) | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Substantial experience in financial and accounting matters through tenure as the chief audit executive of a Fortune 100 public company • Mergers and acquisitions and international business experience • Expertise from serving as a director of publicly traded companies and mutual funds • Risk management and risk assessment, and audit oversight experience, specifically relating to financial and legal and regulatory risk Career Highlights: • Former Vice President and Chief of Internal Audit, The Coca-Cola Company (2009 – 2013) and its Vice President, Global Finance Transformation (2007 – 2009) and Vice President and Controller (1999 – 2007) • Vice-Chair of the Virtus Mutual Funds Board (since 2024, member of the board since 2021) | | |

  23. Director Nominee Biographies

    | | Joseph H. Osnoss | | | | | Age: 46 | Committee(s): • Compensation • Technology | Current Public Company Directorship(s): • EverCommerce Inc. • First Advantage Corporation (Chair of the Board) • Global Blue Group Holding AG • Zuora, Inc. | | | Director Since: 2022 Independent | Other Public Company Directorship(s) in the Past Five Years: • Sabre Corporation • Far Point Acquisition Corporation • Cornerstone OnDemand, Inc. Select Professional and Community Contributions: • Member of the Dean’s Advisory Cabinet at Harvard School of Engineering and Applied Sciences • Visiting Professor in Practice at the London School of Economics • Participant in The Polsky Center Private Equity Council at the University of Chicago | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Significant experience in private equity investing • Substantial domestic and international business experience • Substantial public director experience Career Highlights: • Managing Partner, Silver Lake, a global technology investment firm (since 2019) • Investment Banker, Goldman, Sachs & Co. | | |

  24. Director Nominee Biographies

    | | William B. Plummer | | | | | Age: 65 | Committee(s): • Audit (Chair) | Current Public Company Directorship(s): • Waste Management Inc. | | | Director Since: 2017 Independent | Other Public Company Directorship(s) in the Past Five Years: • John Wiley & Sons, Inc. • Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc.) • Mason Industrial Technology Select Professional and Community Contributions: • Recognized as one of the U.S. Best CFOs by Institutional Investor Magazine and one of the 100 Most Powerful Executives in corporate America by Black Enterprise Magazine | | | | Race/Ethnicity: African-American | | | | | Top Skills and Qualifications: • Executive leadership experience, including service as the Chief Financial Officer of United Rentals, Inc. • Extensive financial and accounting expertise, which enables Mr. Plummer to provide valuable leadership to the oversight of financial reporting • Risk and audit oversight • Significant experience in operational, financial and strategic development • Substantial public director experience Career Highlights: • Corporate director and business consultant/advisor (since 2019) • Senior advisor to United Rentals Inc., a publicly traded equipment rental company (2018 – 2019), and Executive Vice President and Chief Financial Officer (2008 – 2018) • Former Chief Financial Officer, Dow Jones & Company, Inc. (2006 – 2007) • Former Vice President and Treasurer, Alcoa, Inc. (2000 – 2006) • Director of Venture Metals, Inc., a privately held metal recycling company (since 2019) • Chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (since 2020) • Former director and member of the audit and technology committees of John Wiley & Sons, Inc., a publisher and service provider in the scientific research, higher education and professional development fields (2003 – 2019) | | |

  25. Director Nominee Biographies

    | | John T. Turner | | | | | Age: 67 | Committee(s): • Audit • Governance and Nominating | Current Public Company Directorship(s): • None | | | Director Since: 2019 Independent | Other Public Company Directorship(s) in the Past Five Years: • Total System Services, Inc. Select Professional and Community Contributions • Member, board of trustees of the Bradley Turner Foundation, one of the largest charitable foundations in the State of Georgia | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Significant expertise in business management and corporate strategy development • Substantial industry knowledge gathered from serving on the board of TSYS since 2003 until its merger with Global Payments • International business, mergers and acquisitions experience • Risk assessment and oversight Career Highlights: • Board member of W.C. Bradley Co., a privately held consumer products and real estate company (Chairman, since 2018; director since 1999) • Served in various capacities with W.C. Bradley Co. and/or its subsidiaries, including President of Bradley Specialty Retailing, Inc. (1979 – 1999) | | |

  26. Director Nominee Biographies

    There is no family relationship between any of our NEOs or directors. Other than as described elsewhere in this proxy statement or arrangements or understandings with the directors solely in their capacities as such, 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.

  27. Board of Directors Compensation

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

  28. Annual Director Compensation

    Annual Director Compensation There are three elements of our compensation program for non-employee directors: an annual cash retainer, an annual supplemental cash retainer (for our Chair, Lead Independent Director and committee chairs) and equity awards. The following table describes each element of director compensation for the shareholder year beginning in April 2023.

  29. Annual Director Compensation

    | Director | Annual Basic Cash Retainer | Annual Supplemental Cash Retainer | Annual Stock Retainer (FMV) | | Non-Employee Chair of the Board | $120,000 | $100,000 | $275,000 | | Lead Independent Director | $120,000 | $50,000 | $220,000 | | Chair of Audit Committee | $120,000 | $35,000 | $220,000 | | Chair of Compensation Committee | $120,000 | $25,000 | $220,000 | | Chair of Other Committees | $120,000 | $25,000 | $220,000 | | All Other Non-Employee Directors | $120,000 | N/A | $220,000 |

  30. Annual Director Compensation

    The number of fully-vested shares of our common stock granted as the annual stock retainer is based on the market price of our common stock on the grant date. Directors are also reimbursed for their out-of-pocket expenses incurred in connection with attendance at board and committee meetings. All of the non-employee directors are eligible to participate in our Non-Qualified Deferred Compensation Plan described under “Board and Corporate Governance — Director Compensation — Non-Qualified Deferred Compensation Plan” below. Ms. Marshall is the only current director who participated in 2023, and she did not receive any interest on deferred compensation at an above-market rate of interest.

  31. 2023 Director Compensation Table

    2023 Director Compensation Table The following table summarizes the compensation of our non-employee directors during 2023.

  32. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total($) | | F. Thaddeus Arroyo | $145,000 | $220,010 | $365,010 | | Robert H.B. Baldwin, Jr. | $120,000 | $220,010 | $340,010 | | John G. Bruno | $145,000 | $220,010 | $365,010 | | Joia M. Johnson | $120,000 | $220,010 | $340,010 | | Kirsten Kliphouse | $59,836 | $91,637 | $151,473 | | Ruth Ann Marshall | $120,000 | $220,010 | $340,010 | | Connie D. McDaniel | $195,000 | $220,010 | $415,010 | | Joseph H. Osnoss | $120,000 | $220,010 | $340,010 | | William B. Plummer | $155,000 | $220,010 | $375,010 | | John T. Turner | $120,000 | $220,010 | $340,010 | | M. Troy Woods | $220,000 | $275,012 | $495,012 |

  33. 2023 Director Compensation Table

    (1) Represents basic and supplemental cash retainers earned during 2023. All annual cash retainers are payable in advance on the first business day after each annual meeting of shareholders (or on the day of a director’s appointment to the board, as applicable) and are considered fully earned when paid. (2) Represents the aggregate grant date fair value of awards of stock granted on April 28, 2023 (and in the case of Kirsten Kliphouse, on the date of her appointment), 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, 2023. The following table reflects the stock options for each non-employee director that were outstanding as of December 31, 2023.

  34. 2023 Director Compensation Table

    | Non-Employee Directors | Options Outstanding as of December 31, 2023 | | F. Thaddeus Arroyo | 4,822 | | Robert H.B. Baldwin, Jr. | — | | John G. Bruno | — | | Joia M. Johnson | 3,123 | | Kirsten Kliphouse | — | | Ruth Ann Marshall | — | | Connie D. McDaniel | 11,394 | | Joseph H. Osnoss | — | | William B. Plummer | — | | John T. Turner | 31,229 | | M. Troy Woods | 83,226 |

  35. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The non-employee directors are eligible to participate in our Non-Qualified Deferred Compensation Plan, referenced herein as the deferred compensation plan. Ms. Marshall is the only current director who participated in the deferred compensation plan during 2023. Pursuant to the deferred compensation plan, non-employee directors are permitted to elect to defer up to 100% of their annual cash retainer. Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not make contributions to the deferred compensation plan and do not guarantee any return on participant account balances. Participants may allocate their plan accounts into sub-accounts that are payable upon separation from service or on designated specified dates. Except in the case of death or disability, participants may elect in advance to have their various account balances pay out in a single lump sum or in installments over a period of two to ten years. In the event a participant separates from service by reason of death or disability, the participant or his or her designated beneficiary will receive the undistributed portion of his or her account balances in a lump-sum payment. Subject to approval by the deferred compensation plan administrator, in the event of an unforeseen financial emergency beyond the participant’s control, a participant may request a withdrawal from an account up to the amount necessary to satisfy the emergency (provided the participant does not have the financial resources to otherwise meet the hardship).

  36. Compensation Discussion and Analysis

    | EXECUTIVE SUMMARY | 62 | | Performance Highlights | 62 | | 2023 Executive Compensation Highlights | 63 | | Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation | 63 | | Named Executive Officer Compensation Design, Elements and Pay Mix | 64 | | 2023 Executive Compensation Policies and Practices | 65 | | Base Salary | 66 | | Short-Term Incentive Plan | 66 | | Long-Term Incentive Plan | 68 | | Other Benefits | 72 | | Employment Agreements | 72 | | How Compensation Decisions Are Made | 73 | | Anti-Hedging Policy | 74 | | Clawback Policy | 74 | | Target Stock Ownership Guidelines | 75 | | Report of Compensation Committee Members | 75 | | Compensation of Named Executive Officers | 76 | | Summary Compensation Table | 76 | | Grants of Plan-Based Awards in 2023 | 79 | | Outstanding Equity Awards at December 31, 2023 | 81 | | Stock Options Exercised and Stock Vested during 2023 | 84 | | Non-Qualified Deferred Compensation Plan | 84 | | Pension Benefits | 85 | | Potential Payments upon Termination, Retirement or Change in Control | 85 | | Employment Agreements with Our Named Executive Officers | 85 | | Potential Payments Table | 88 |

  37. Summary of Enhancements to our Executive Compensation Program

    | | Eliminated adjusted EPS as a duplicative metric by removing it from the short-term incentive plan. | | | Set adjusted net revenue and adjusted operating margin as the sole and equally weighted metrics for the short-term incentive plan. | | | Maximum payout opportunity for PSUs was reduced from 400% to 200% of target. | | | No one-time grants to NEOs. |

  38. 2023 Executive Compensation Policies and Practices

    2023 Executive Compensation Policies and Practices Our executive compensation program is designed not only to retain and attract highly qualified and effective executives, but also to motivate them to substantially contribute to Global Payments’ future success for the long-term benefit of shareholders and reward them for doing so. Accordingly, 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. We believe that for 2023, our executive compensation program aligned individual compensation with the short-term and long-term performance of our Company because of 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 incentives. • Performance metrics under our short-term and long-term incentive plans are adjusted to reflect acquisitions and dispositions that we make during the year. • Long-term incentives were linked to shareholder value through PSUs, stock options and time-based restricted stock that change in value as share price fluctuates. • Performance metrics for the allocation of PSUs require sustained growth each year over a three-year period. • Payouts for the target allocation of 2023 PSUs may be increased or decreased 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. • We maintain a comprehensive Clawback Policy that requires the Company to recover incentive compensation in the event of an accounting restatement. • Change-in-control severance provisions in employment agreements are a double trigger. • The Compensation Committee engages independent compensation consultants. • 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. • We do not pay dividend equivalent rights with respect to performance units.

  39. Summary of 2023 Base Salary and Incentive Compensation

    | Name | Base Salary | % of Total | Target Short- Term Cash Incentive | % of Total | Target Long- Term Equity Incentives(1) | % of Total | Total | | Cameron M. Bready(2) | $1,000,000 | 6% | $2,000,000 | 13% | $13,000,000 | 81% | $16,000,000 | | Joshua J. Whipple | $725,000 | 12% | $870,000 | 14% | $4,600,000 | 74% | $6,195,000 | | David L. Green | $675,000 | 15% | $810,000 | 18% | $3,100,000 | 67% | $4,585,000 | | Guido F. Sacchi | $625,000 | 14% | $625,000 | 14% | $3,250,000 | 72% | $4,500,000 | | Andréa Carter(3) | $600,000 | 22% | $600,000 | 22% | $1,500,000 | 56% | $2,700,000 | | Jeffrey S. Sloan(4) | $1,200,000 | 5% | $2,400,000 | 11% | $19,000,000 | 84% | $22,600,000 |

  40. Summary of 2023 Base Salary and Incentive Compensation

    (1) Target long-term equity incentives include target levels of (i) performance units; (ii) restricted stock awards; and (iii) stock options. Mr. Bready succeeded Mr. Sloan as the Company’s President and CEO, effective June 1, 2023. This table reflects Mr. Bready’s target compensation as President and CEO on an annualized basis. See “Long-Term Incentive Plan” on page 68 for more details on his long-term equity incentives for 2023. Ms. Carter was appointed an executive officer of the Company effective June 1, 2023. Ms. Carter’s base salary and incentive compensation targets were set prior to her appointment as an executive officer of the Company. (4) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers. This table reflects Mr. Sloan’s target compensation on an annualized basis. The annual compensation program also includes other benefits, including limited perquisites and non-qualified deferred compensation, as described below.

  41. Short-Term Incentive Plan

    Short-Term Incentive Plan Under our short-term incentive plan, we provide our NEOs with short-term incentive opportunities to motivate and reward them for the achievement of our defined business goals and objectives. Our short-term incentive plan provides an opportunity for NEOs to earn variable at-risk cash.

  42. Target Bonus Opportunities

    Target Bonus Opportunities In February 2023, our Compensation Committee, in consultation with its independent consultant, approved the following target bonus opportunities for each of the then-NEOs, expressed as a percentage of base salary. The Compensation Committee considers adjustments to target bonus opportunities on an annual basis and may do so more frequently upon a change in circumstances.

  43. Target Bonus Opportunities

    | | Annual Target Bonus Opportunity | % of Base Salary | | Cameron M. Bready(1) | $2,000,000 | 200% | | Joshua J. Whipple | $870,000 | 120% | | David L. Green | $810,000 | 120% | | Guido F. Sacchi | $625,000 | 100% | | Andréa Carter(2) | $600,000 | 100% | | Jeffrey S. Sloan(3) | $2,400,000 | 200% |

  44. Target Bonus Opportunities

    (1) Upon his appointment to President and CEO on June 1, 2023, Mr. Bready’s target annual bonus opportunity was increased from 135% to 200% of base salary. This table reflects Mr. Bready’s target bonus on an annualized basis as President and CEO. (2) Ms. Carter was appointed an executive officer of the Company, effective June 1, 2023. This table reflects Ms. Carter’s target bonus opportunity on an annualized basis. (3) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers.

  45. Performance Metrics

    Performance Metrics For 2023, our short-term incentive plan included financial performance goals related to adjusted net revenue and adjusted operating margin, each weighted equally. We chose these measures because we believe they motivate our executives to drive Company growth and profitability consistent with our strategic objectives. For each of these separately calculated performance metrics, each NEO could earn from 0% to 200% of the target opportunity. See Appendix A to this proxy statement for a description of the calculation of these measures. Because these performance metrics are calculated for the sole purpose of determining compensation, they may differ from similar non-GAAP financial measures reported elsewhere in Company filings.

  46. Performance Metrics

    | Metric / Weighting | Rationale | Threshold | Target | Maximum | | Adjusted Net Revenue (50%) | Key component of annual operating plan | 50% | 100% | 200% | | Adjusted Operating Margin (50%) | Key measurement of overall profitability | 50% | 100% | 200% |

  47. Performance Metrics

    The Compensation Committee set 2023 targets that exceeded the Company’s 2022 performance levels. The Compensation Committee believed these performance goals were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. As disclosed in our last year’s proxy statement, in order to eliminate the use of duplicate metrics between the short-term incentive plan and the long-term incentive plan, the Compensation Committee, in consultation with FWC, eliminated adjusted EPS as a metric for the Company’s short-term incentive plan. Starting in 2023, the short-term incentive plan is based on financial performance goals related to adjusted net revenue and adjusted operating margin, each weighted equally. The following table sets forth the range of goals for the performance measures for 2023, our actual performance results and the actual performance payout results for 2023 as compared to 2022.

  48. Performance Metrics

    | | 2023 Performance and Targets | | 2022 Performance and Targets | | | | Performance / Payout | Adjusted Net Revenue (millions) | Adjusted Operating Margin | Adjusted Net Revenue (millions) | Adjusted Operating Margin | Adjusted EPS | | Performance thresholds: | | | | | | | Threshold | $7,934 | 44.3% | $7,756 | 42.3% | $8.86 | | Target | $8,624 | 44.8% | $8,430 | 42.8% | $9.52 | | Maximum | $8,710 | 45.0% | $8,515 | 43.0% | $9.71 | | Actual Performance | $8,620 | 44.5% | $8,207 | 43.8% | $9.50 | | Actual Performance Payout Results | 99.7% | 69.2% | 83.5% | 200% | 98% |

  49. Payouts for Short-Term Incentive Plan

    Payouts for Short-Term Incentive Plan The following table summarizes the final short-term incentive plan payouts for each NEO based on performance in 2023 for each performance metric and actual payout.

  50. Payouts for Short-Term Incentive Plan

    | Name | Adjusted Net Revenue | Adjusted Operating Margin | Total Payout | Payout % (2) | | Cameron M. Bready(1) | $833,949 | $578,829 | $1,412,778 | 84.5% | | Joshua J. Whipple | $433,695 | $301,020 | $734,715 | 84.5% | | David L. Green | $403,785 | $280,260 | $684,045 | 84.5% | | Guido F. Sacchi | $311,563 | $216,250 | $527,813 | 84.5% | | Andréa Carter(1) | $174,475 | $121,100 | $295,575 | 84.5% | | Jeffrey S. Sloan(1) | $598,200 | $415,200 | $1,013,400 | 84.5% |

  51. Payouts for Short-Term Incentive Plan

    (1) The short-term incentive payout for 2023 for Ms. Carter and Messrs. Bready and Sloan reflected above represent the proration based on actual performance for the following: (i) in the case of Mr. Sloan, the months of his employment in 2023; (ii) in the case of Mr. Bready, the months prior to and following his compensation changes in 2023; and (iii) in the case of Ms. Carter, the months following her appointment as an executive officer. (2) Each of our continuing NEOs elected to receive 50% of their short-term incentive payout in equity rather than cash and the Compensation Committee used its discretion to pay such amounts in RSAs having a grant date fair value equal to 50% of the 2023 payout under the short-term incentive plan, that vest one-year from the time of grant.

  52. Long-Term Incentive Plan

    Long-Term Incentive Plan Each year, we grant long-term incentive awards, which we refer to as LTIs, to our NEOs and other key employees throughout the Company. All LTI grants are made pursuant to our 2011 Amended and Restated Incentive Plan, or the 2011 Incentive Plan, which was last approved at our 2016 annual shareholders meeting. All grants of LTIs to our NEOs were approved by the Compensation Committee and are based on target values consistent with each NEO’s responsibilities, relative to comparable positions in the marketplace. LTI awards align the NEOs’ interests with those of the shareholders by linking their compensation to our share price. In determining the LTI awards for each then-NEO, the Compensation Committee considered the market data for LTI awards and target total direct compensation opportunities for comparable positions within our peer group, as reflected in the annual FWC report, the Compensation Committee’s general assessment of the Chief Executive Officer, and the Chief Executive Officer’s assessment and recommendations with respect to the other NEOs. The Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. The Compensation Committee makes each assessment taking into consideration the quality and effectiveness of each NEO’s leadership and their respective contribution to the Company’s financial and operational success, as well as the totality of the executive’s performance and tenure. After considering all of these factors, the Compensation Committee decided to increase each of our then-NEO’s LTI target opportunity for 2023. The target allocation of the 2023 LTI awards for our then-NEOs is reflected in the following table:

  53. Long-Term Incentive Plan

    | Name | Performance Units | Stock Options | Restricted Stock | Total | | Cameron M. Bready(1) | $6,500,000 | $3,250,000 | $3,250,000 | $13,000,000 | | Joshua J. Whipple | $2,300,000 | $1,150,000 | $1,150,000 | $4,600,000 | | David L. Green | $1,550,000 | $775,000 | $775,000 | $3,100,000 | | Guido F. Sacchi | $1,625,000 | $812,500 | $812,500 | $3,250,000 | | Andréa Carter(2) | — | — | — | — | | Jeffrey S. Sloan(3) | $9,500,000 | $4,750,000 | $4,750,000 | $19,000,000 |

  54. Long-Term Incentive Plan

    (1) Upon his appointment to President and CEO on June 1, 2023, Mr. Bready’s LTI target allocation was increased from $6,885,000 to $13,000,000. This table reflects Mr. Bready’s target LTI on an annualized basis as President and CEO. (2) Prior to being appointed an executive officer of the Company, Ms. Carter received (i) 9,716 shares of restricted stock in 2023, and (ii) a target award of 4,597 performance units in 2023, which may be earned based on the same metrics as the other NEOs, but have a maximum payout of 1.5 times the target number of performance units and no TSR modifier. Ms. Carter did not receive any incremental equity awards following her appointment as an executive officer. (3) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers. Approximately half of the target allocation of LTIs granted to our then-NEOs in 2023 was in the form of PSUs (expressed at target), approximately 25% was in the form of stock options, and approximately 25% was in the form of time-based restricted shares of common stock. In determining the appropriate mix of LTI awards, the Compensation Committee took into account competitive market practices of peer group companies, its belief that a blend of equity awards has both an incentive and retention effect, and its belief that granting multiple types of LTI awards mitigates compensation risk that may be associated with the use of a single LTI vehicle.

  55. 2023 Performance Units

    2023 Performance Units In February 2023, our Compensation Committee granted approximately 50% of the target 2023 LTI awards to our then-NEOs in performance units. The performance units granted to our then-NEOs in 2023 may be earned based on the growth of our annual adjusted EPS, as modified at the end of the three-year performance period by the TSR modifier. The maximum payout is two times the target number of the performance units. The minimum payout is zero. The 2023 PSUs have a three-year performance period and may be earned based on the sustained year-over-year growth in our annual adjusted EPS, subject to downward or upward adjustment of 25% based on relative TSR (up to the 200% of target maximum). At the beginning of the performance period, both the threshold, target and maximum annual adjusted EPS growth rates and the TSR modifier are set by the Compensation Committee for the entire performance period. The threshold, target and maximum adjusted EPS growth goal for each of the three years in the performance period is determined as a percentage increase over the actual results from the prior year, assuming constant currencies. As a result, payouts for the second and third year of the performance period require sustained growth over the three-year period. Because growth rates are calculated separately for each year in the performance period and are not aggregated over the three-year performance period, the plan allows for a long-term growth goal while recalibrating to actual performance on an annual basis. The TSR modifier is determined based on the Company’s total shareholder return performance rank relative to the S&P 500 index over the entire three-year performance period. This design rewards our NEOs for strong adjusted EPS growth and relative total shareholder return performance. In determining the targets for the PSUs, the Compensation Committee balances the consideration of the likelihood of achievement for these performance targets with the effectiveness of such targets in incentivizing performance. The Compensation Committee aims to set performance targets that are expected to be possible, but not easy, to achieve with meaningful effort. Earned performance units will convert into unrestricted shares following the third anniversary of the performance unit grant date, provided that the Compensation Committee has certified the performance results described above. As a result, there is no payout of the award until the end of the three-year performance period. The following table summarizes the grant value and target number of performance units to each of the NEOs in 2023.

  56. 2023 Performance Units

    | Name | Target Allocation to Performance Units | Number of Performance Units Granted(1) | | Cameron M. Bready(2) | $6,500,000 | 61,367 | | Joshua J. Whipple | $2,300,000 | 20,333 | | David L. Green | $1,550,000 | 13,703 | | Guido F. Sacchi | $1,625,000 | 14,366 | | Andréa Carter(3) | — | — | | Jeffrey S. Sloan(4) | $9,500,000 | 83,982 |

  57. 2023 Performance Units

    (1) The number of units was calculated by dividing the dollar value by the share price as of the grant date on February 21, 2023 ($113.12) and June 1, 2023 ($98.84) for Mr. Bready’s subsequent grant, rounding up to the next whole share. The Compensation Committee approved Mr. Bready’s June 1, 2023 grant in connection with his appointment to President and CEO. (2) Mr. Bready received an award of 30,433 units in 2023, which were granted prior to his appointment to President and CEO. Mr. Bready received an additional award of 30,934 units in 2023 upon his appointment to President and CEO. (3) Ms. Carter did not receive an award of PSUs in 2023 after being appointed an executive officer. Prior to being appointed an executive officer of the Company, Ms. Carter received a target award of 4,597 performance units in 2023, which may be earned based on the same metrics as the other NEOs, but have a maximum payout of 1.5 times the target number of performance units and no TSR modifier. (4) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers.

  58. Stock Options

    Stock Options In February 2023, our Compensation Committee granted approximately 25% of the target 2023 LTI awards to our then-NEOs in stock options. Our Compensation Committee believes stock options provide a strong incentive for creation of long-term shareholder value, as stock options may be exercised for a profit only to the extent the price of the Company’s stock appreciates after the grant date. The exercise price is the closing price of the stock on the grant date. We do not grant discounted options or re-price previously granted options. The stock options vest in equal installments on each of the first three anniversaries of the grant date. During 2023, the Compensation Committee approved the following stock option grants to the then-NEOs:

  59. Stock Options

    | Name | Target Allocation to Stock Options | Number of Stock Options Granted(1) | | Cameron M. Bready(2) | $3,250,000 | 73,738 | | Joshua J. Whipple | $1,150,000 | 24,396 | | David L. Green | $775,000 | 16,441 | | Guido F. Sacchi | $812,500 | 17,236 | | Andréa Carter(3) | — | — | | Jeffrey S. Sloan(4) | $4,750,000 | 100,764 |

  60. Stock Options

    (1) The number of stock options was calculated using the Black-Scholes model on the grant date. Figures in the tables under “Compensation of Named Executive Officers” beginning on page 76 may be slightly different as they reflect specific accounting methodologies required for table reporting as described therein. (2) Mr. Bready received an award of 36,514 stock options in 2023, which were granted prior to his appointment to President and CEO. Mr. Bready received an additional award of 37,224 stock options in 2023 upon his appointment to President and CEO. (3) Ms. Carter did not receive an award of stock options after being appointed an executive officer or otherwise in 2023. (4) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers.

  61. Time-Based Restricted Stock

    Time-Based Restricted Stock In February 2023, our Compensation Committee granted approximately 25% of the target 2023 LTI awards to our then-NEOs in time-based restricted stock. Our Compensation Committee believes restricted stock provides a retentive element to the long-term incentive program while still maintaining alignment with the long-term interests of our shareholders by tying the value of the awards to the value of our share price. The restricted shares vest in equal installments on each of the first three anniversaries of the grant date. Our NEOs received the following number of restricted shares in 2023:

  62. Time-Based Restricted Stock

    | Name | Target Allocation to Restricted Stock | Number of Restricted Shares Granted(1) | | Cameron M. Bready(2) | $3,250,000 | 30,684 | | Joshua J. Whipple | $1,150,000 | 10,167 | | David L. Green | $775,000 | 6,852 | | Guido F. Sacchi | $812,500 | 7,183 | | Andréa Carter(3) | — | — | | Jeffrey S. Sloan(4) | $4,750,000 | 41,991 |

  63. Time-Based Restricted Stock

    (1) The number of shares was calculated by dividing the dollar value by the share price as of the grant date on February 21, 2023 ($113.12) and June 1, 2023 ($98.84) for Mr. Bready’s subsequent grant, rounding up to the next whole share. The Compensation Committee approved Mr. Bready’s June 1, 2023 grant in connection with his appointment to President and CEO. (2) Mr. Bready received an award of 15,217 restricted shares in 2023, which were granted prior to his appointment to President and CEO. Mr. Bready received an additional award of 15,467 restricted shares in 2023 upon his appointment to President and CEO. (3) Ms. Carter did not receive an award of restricted shares after being appointed an executive officer of the Company. Ms. Carter received an award of 9,716 shares of restricted stock in 2023 prior to being appointed an executive officer. (4) Mr. Sloan departed the Company as Chief Executive Officer and member of the board, effective June 1, 2023, but is listed pursuant to the rules of the SEC related to named executive officers.

  64. Payout of 2021 Performance Units

    Payout of 2021 Performance Units The 2021 PSUs could be earned between 0% and 400% of target based on achievement of annual adjusted EPS growth rates, subject to a relative TSR modifier. The percentage increase goals for threshold, target and maximum are set at the beginning of the three year period and do not change throughout. The actual adjusted EPS growth goals for each of the three years in the performance period are then determined as a percentage increase over the actual results from the prior year using the growth rates set at the beginning of the three year period, assuming constant currencies, with payouts determined based on straight line interpolation. As a result, payouts for the second and third year of the performance period required sustained growth over the three-year period.

  65. Actual 2021 Adjusted EPS Growth Results

    | | Company’s TSR Percentile Rank vs. S&P 500 (01/01/2021-12/31/2023) | TSR Modifier | Actual TSR Performance and Relative TSR Modifier | | Reduction | 30th percentile or below | −50% | In the period ended 12/31/2023, our TSR ranked below the 30th percentile relative to companies in the S&P 500 index, and therefore, the final performance payout was reduced by 50%. | | No change | Between 30th and 70th percentile | | | | Enhancement | Above 70th percentile | +50% | |

  66. Final Payout Determination for 2021 Performance Units

    Final Payout Determination for 2021 Performance Units The 2021 performance units were earned at 102.9% of target, as follows:

  67. Final Payout Determination for 2021 Performance Units

    | Name | Target Number of Shares Granted | Target Value When Granted | Shares Earned at End of Performance Period | Value When Earned(1) | Value Earned as a % of Target Grant Value(1) | | Cameron M. Bready | 13,555 | $2,657,593 | 13,948 | $1,771,396 | 66.7% | | Joshua J. Whipple(2) | — | — | — | — | — | | David L. Green | 6,121 | $1,200,083 | 6,299 | $799,973 | 66.7% | | Guido F. Sacchi | 7,651 | $1,500,055 | 7,873 | $999,871 | 66.7% | | Andréa Carter(2) | — | — | — | — | — | | Jeffrey S. Sloan | 36,979 | $7,250,103 | 38,051 | $4,832,477 | 66.7% |

  68. Final Payout Determination for 2021 Performance Units

    (1) Reflects the total value based upon the closing share price of $127.00 on December 31, 2023. (2) Mr. Whipple and Ms. Carter were not NEOs in 2021.

  69. Employment Agreements

    Employment Agreements We are party to an employment agreement with each of our NEOs. These employment agreements provide benefits to our Company that, we believe, are necessary in order to attract and retain highly-qualified executives. Each NEO has agreed not to disclose confidential information or compete with us, and not to solicit our customers or recruit our employees, for a period of generally 24 months following the termination of his or her employment. In exchange, we offer limited income and benefit protections to the NEO, but we do not provide for any excise tax gross-ups.

  70. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee retained FWC as its independent compensation consultant. The Compensation Committee assessed the independence of FWC and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in applicable SEC and NYSE rules, and determined that FWC is independent. FWC took guidance from and reported directly to the Compensation Committee. FWC advised the Compensation Committee on current and future trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our NEOs during 2023. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for 2023, FWC performed the following services: • Conducted market reviews and analyses for our NEOs to determine whether their total targeted compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries; • Reviewed the compensation programs with management to assess whether the policies and programs encourage behaviors that would create material adverse effect for the Company; • Assessed the overall retention value of outstanding equity for our NEOs, as well as the President and Chief Executive Officer’s pay relative to company performance; and • Attended Compensation Committee meetings, as requested by the committee, to discuss these items. All services performed for us by FWC during 2023 were related to executive and non-employee director compensation.

  71. Market Data

    Market Data Our Compensation Committee considers the compensation programs and practices and resulting NEO compensation opportunities and levels of selected other companies to assist it in setting our NEOs’ compensation to ensure that such compensation remains competitive. The companies in the peer group were chosen, in consultation with FWC, because (i) each company in the peer group is in the technology industry; (ii) each company in the peer group is publicly traded; (iii) at the time the peer group was constructed, our revenues and market cap were near the median of the group as a whole; and (iv) we compete for talent with many of these companies. • Adobe Inc. • Alliance Data Systems Corporation • Automatic Data Processing, Inc. • Broadridge Financial Solutions, Inc. • Cognizant Technology Solutions Corporation • Equifax Inc. • Fidelity National Information Services, Inc. • Fiserv, Inc. • FleetCor Technologies, Inc. • Intercontinental Exchange • Intuit, Inc. • Mastercard Inc. • Paychex, Inc. • PayPal Holdings, Inc. • Salesforce.com, Inc. • Verisk Analytics, Inc. • VMware, Inc. The current peer group was selected in 2019 following our merger with TSYS. In 2023, FWC conducted a review based on the above criteria and recommended no changes to the peer group for 2023. In connection with the Compensation Committee setting NEO compensation for 2023, FWC collected and analyzed comprehensive market data. FWC presented market figures representing competitive ranges for base salary, target short-term incentive opportunity, and long-term incentive opportunity.

  72. Role of Named Executive Officers

    Role of Named Executive Officers In 2023, our Chief Executive Officer developed compensation recommendations for the NEOs based on market data supplied by FWC, our Company’s performance relative to goals approved by the Compensation Committee and other individual contributions to our performance. FWC examined market data from our peer group and analyzed compensation for comparable positions to those of our NEOs. The Compensation Committee considered the Chief Executive Officer’s recommendations, other than for himself, in conjunction with the counsel of FWC and the market data, in determining the compensation elements for these NEOs. In considering the FWC report, the Compensation Committee primarily considered and reviewed compensation within the peer group. In setting actual compensation levels for our NEOs, however, the Compensation Committee did not target any element of compensation at a particular percentile or percentile range of the peer group data. Rather, the Compensation Committee uses this information as one input in its decision-making process. The Compensation Committee determined all aspects of Mr. Bready’s compensation as the succeeding Chief Executive Officer in consultation with FWC. Mr. Bready did not participate in the Compensation Committee’s determination of his compensation.

  73. Policy Regarding Timing of Equity Grants

    Policy Regarding Timing of Equity Grants Our Compensation Committee, in its discretion, typically makes the annual grant to all eligible employees at least two business days after the public disclosure of either the Company’s fourth quarter earnings release or the filing of the Company’s annual report, based upon the closing price of our common stock on the grant date. From time to time, our Compensation Committee may approve supplemental or other non-recurring grants outside of our annual compensation program.

  74. Summary Compensation Table

    Summary Compensation Table The following table presents certain summary information concerning compensation that we paid or accrued for services rendered in all capacities during 2023, 2022, and 2021.

  75. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Cameron M. Bready* President and Chief Executive Officer | 2023 | $958,333 | $10,193,616 | $3,250,060 | $1,412,778 | $185,696 | $16,000,483 | | | 2022 | $725,000 | $5,474,783 | $1,367,516 | $1,152,449 | $135,814 | $8,855,562 | | | 2021 | $700,000 | $6,731,891 | $1,328,775 | $805,000 | $85,002 | $9,650,668 | | Joshua J. Whipple Senior EVP and Chief Financial Officer | 2023 | $725,000 | $3,645,763 | $1,150,027 | $734,715 | $124,307 | $6,379,812 | | | 2022 | $625,000 | $3,900,176 | — | $769,358 | $93,776 | $5,388,310 | | | 2021 | — | — | — | — | — | — | | David L. Green Senior EVP, Chief Administrative and Legal Officer & Corporate Secretary | 2023 | $675,000 | $2,457,004 | $775,029 | $684,045 | $119,183 | $4,710,261 | | | 2022 | $600,000 | $2,940,476 | $700,010 | $763,000 | $111,298 | $5,114,784 | | | 2021 | $550,000 | $3,203,207 | $600,047 | $550,000 | $64,164 | $4,967,418 | | Guido F. Sacchi* Senior EVP and Chief Information Officer | 2023 | $625,000 | $2,575,824 | $812,505 | $527,813 | $112,915 | $4,654,057 | | | 2022 | $625,000 | $3,349,612 | $812,532 | $794,792 | $113,798 | $5,695,734 | | | 2021 | $575,000 | $3,931,953 | $750,042 | $575,000 | $65,053 | $5,897,048 | | Andréa Carter Senior EVP and Chief Human Resources Officer | 2023 | $581,250 | $1,584,324 | — | $468,800 | $90,899 | $2,725,273 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Jeffrey S. Sloan* Former Chief Executive Officer | 2023 | $500,000 | $15,057,973 | $4,750,015 | $1,013,400 | $700,360 | $22,021,748 | | | 2022 | $1,200,000 | $14,128,192 | $3,625,039 | $3,052,000 | $265,347 | $22,270,578 | | | 2021 | $1,000,000 | $16,804,925 | $3,625,029 | $1,750,000 | $138,439 | $23,318,393 |

  76. Summary Compensation Table

    * Mr. Sloan departed as Chief Executive Officer of the Company as of June 1, 2023. Upon Mr. Sloan’s departure, Mr. Bready succeeded Mr. Sloan as President and CEO. Dr. Sacchi announced his retirement effective as of December 31, 2023. (1) For 2023, Mr. Bready’s salary reflects (i) a partial year of service as President and Chief Operating Officer of the Company and (ii) a partial year of service as President and CEO, effective June 1, 2023. For 2022, Mr. Whipple’s salary reflects (i) a partial year of service as SEVP and Chief Strategy and Risk Officer of the Company and (ii) a partial year of service as Chief Financial Officer. (2) This column reflects the aggregate grant date fair value of (i) awards of time-based restricted shares of our common stock and (ii) awards of PSUs (including the one-time award of BP&R performance units granted in 2021). For 2023, Mr. Bready’s amount reflects (i) a grant of 30,433 PSUs and 15,217 shares of restricted stock, which were granted in connection with his service as President and Chief Operating Officer and (ii) a grant of 30,934 PSUs and 15,467 shares of restricted stock, which were granted in connection with his appointment as President and CEO, effective June 1, 2023. In 2023, Ms. Carter received (i) 9,716 shares of restricted stock and (ii) a target award of 4,597 performance units, which may be earned based on the same metrics as the other NEOs, but have a maximum payout of 1.5 times the target number of performance units and no TSR modifier, which were granted prior to being appointed an executive officer of the Company. Ms. Carter did not receive any incremental equity awards following her appointment as an executive officer. For 2022, Mr. Whipple’s amount reflects (i) a grant of 10,109 shares of restricted stock in connection with Mr. Whipple’s appointment as Chief Financial Officer; (ii) a grant of 14,337 shares of restricted stock, which were granted prior to his appointment as Chief Financial Officer; and (iii) a grant of 4,799 PSUs, which were granted prior to his appointment as Chief Financial Officer. Mr. Whipple’s 2022 PSUs may be earned based on the same metrics as the other NEOs, but have a maximum payout of two times the target number of the performance units, and no TSR modifier. In connection with the 2021 payouts under the short-term incentive plan, the Compensation Committee exercised its discretion to reduce the short-term incentive cash payouts to 100% for each then-NEO, and forgo the remaining cash compensation which would have resulted based on actual performance. In February 2022, the Compensation Committee granted awards of restricted shares of our common stock to each then-NEO in an amount equal to the cash compensation that the Compensation Committee reduced in its discretion, which resulted in each then-NEO receiving at-risk compensation in lieu of a defined cash amount. Such awards are reflected in this column for the year 2022 for purposes of this table. The aggregate grant date fair value of the BP&R performance units granted in 2021 was calculated in accordance with FASB ASC Topic 718, based on the value of the underlying shares and the probable outcome of performance-based vesting conditions on the grant date (at target performance levels), excluding the effect of estimated forfeitures. The grant date fair value of the performance units granted in 2023, 2022 and 2021 was calculated using the Monte Carlo model. The calculation for the grant date fair value of the 2023 performance units incorporated the following assumptions:

  77. Summary Compensation Table

    | Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | Expected Dividend Yield | | 2/21/2023 | 12/31/2025 | 2.86 years | 36.49% | 4.42% | 0.88% |

  78. Summary Compensation Table

    The Company used its historical share prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. The tables below set forth the target grant date fair value and the maximum grant date fair value, assuming that the highest levels of performance conditions were achieved, for all performance-based awards granted during 2023, 2022, and 2021, for which an amount less than the maximum is reflected in the table above.

  79. Summary Compensation Table

    | | 2023 Performance Units | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Cameron M. Bready | $6,943,511 | $13,887,023 | | Joshua J. Whipple | $2,495,672 | $4,991,345 | | David L. Green | $1,681,906 | $3,363,812 | | Guido F. Sacchi | $1,763,283 | $3,526,566 | | Andréa Carter | $564,236 | $846,415 | | Jeffrey S. Sloan | $10,307,951 | $20,615,901 |

  80. Summary Compensation Table

    | | 2022 Performance Units | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Jeffrey S. Sloan | $8,753,090 | $35,012,361 | | Cameron M. Bready | $3,302,136 | $13,208,543 | | Joshua J. Whipple | $650,040 | $1,300,079 | | Guido F. Sacchi | $1,961,936 | $7,847,745 | | David L. Green | $1,690,316 | $6,761,266 |

  81. Summary Compensation Table

    | | 2021 Performance Units | | 2021 BP&R Performance Units(a) | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Jeffrey S. Sloan | $7,846,944 | $31,387,775 | $5,332,832 | $5,332,832 | | Cameron M. Bready | $2,876,371 | $11,505,484 | $2,526,625 | $2,526,625 | | Guido F. Sacchi | $1,623,542 | $6,494,169 | $1,558,285 | $1,558,285 | | David L. Green | $1,298,876 | $5,195,505 | $1,304,091 | $1,304,091 |

  82. Summary Compensation Table

    The BP&R performance goal for 2021 was met. Accordingly, the Compensation Committee certified the achievement of the BP&R performance goal at 100%. The awards converted into restricted shares of our common stock on the first anniversary of the grant date, with one-third vesting as of such date and the remaining two-thirds vested ratably over the ensuing two years. This column reflects the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The grant date fair values were calculated using the Black-Scholes valuation model. The assumptions used in determining the Black-Scholes value are provided in Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. For 2023, Mr. Bready’s amount reflects (i) a grant of 37,224 options in connection with his appointment as President and CEO and (ii) a grant of 36,514 options which were granted in connection with his service as President and Chief Operating Officer. (4) This column reflects payouts approved by our Compensation Committee under our short-term incentive plan. For 2023, the amounts for Ms. Carter and Messrs. Bready and Sloan were prorated based on actual performance for the following: (i) in the case of Mr. Sloan, the months of his employment in 2023 and (ii) in the case of Mr. Bready and Ms. Carter, the months prior to and following their respective compensation changes in 2023. In connection with the 2023 payouts under the short-term incentive plan, each of our continuing NEOs elected to receive 50% of their short-term incentive payout in equity rather than cash and the Compensation Committee used its discretion to pay such amounts in RSAs having a grant date fair value equal to 50% of the 2023 payout under the short-term incentive plan, that vest one-year from the time of grant. In connection with the 2021 payouts under the short-term incentive plan, the Compensation Committee exercised its discretion to reduce the short-term incentive cash payouts to 100% for each NEO (with the exception of Mr. Whipple and Ms. Carter who were not NEOs at the time) and forgo the remaining cash compensation which would have resulted based on actual performance. In February 2022, the Compensation Committee granted awards of restricted shares of our common stock to each NEO (with the exception of Mr. Whipple and Ms. Carter) in an amount equal to the cash compensation which the Compensation Committee reduced in its discretion, which resulted in each NEO receiving at-risk compensation in lieu of a defined cash amount. (5) This column includes the below compensation components for 2023. Mr. Sloan’s severance included only those amounts to which he was entitled under his employment agreement pursuant to a resignation for good reason while being retirement-eligible. Mr. Sloan did not receive any additional amounts upon his separation from the Company.

  83. Summary Compensation Table

    | Name | Company Contributions to 401(K) Plans | Company Contributions to Non-Qualified Deferred Compensation Plan | Financial Planning Services | Other Perquisites and Personal Benefits(a) | Severance(b) | Total | | Cameron M. Bready | $16,500 | $88,781 | $21,721 | $58,694 | — | $185,696 | | Joshua J. Whipple | $16,500 | $58,194 | $19,035 | $30,578 | — | $124,307 | | David L. Green | $16,500 | $55,328 | $19,035 | $28,320 | — | $119,183 | | Guido F. Sacchi | $16,500 | $54,490 | $19,035 | $22,890 | — | $112,915 | | Andréa Carter | $16,500 | $24,911 | $19,035 | $30,453 | — | $90,899 | | Jeffrey S. Sloan | $16,500 | — | $9,834 | $38,365 | $635,661 | $700,360 |

  84. Summary Compensation Table

    (a) These perquisites and personal benefits consist of compensation related to personal usage of the Company airplane, Company-sponsored executive health program, and attendance at Company-sponsored events for our NEOs. The dollar amount of perquisites and personal benefits represents the cost we incurred to provide the perquisite or benefit. For compensation reporting purposes, we valued the incremental cost of the personal use of the aircraft based on the variable costs incurred by the Company, which include (i) landing, ramp and parking fees and expenses; (ii) crew travel expenses; (iii) supplies and catering, (iv) aircraft fuel and oil expense; (v) any customs, foreign permit and similar fees; (vi) crew travel; (vii) passenger ground transportation; and (viii) maintenance fees and expenses associated with the plane. The incremental cost of the use of the airplane does not include any costs that would have been incurred by the Company whether or not the personal trip was taken. (b) Consists of payments accrued as of December 31, 2023 in connection with COBRA premiums for health care coverage and a lump sum payment in the amount of $600,000, representing a portion of Mr. Sloan’s base salary that he is entitled to under his employment agreement. For a description of Mr. Sloan’s separation agreement, see “Potential Payments Upon Termination or Change in Control.”

  85. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth information concerning grants of plan-based awards during 2023 to the NEOs, all of which were made pursuant to our 2011 Incentive Plan.

  86. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) | | | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Cameron M. Bready | | | | | | | | | | | | | Cash | 1/1/2023 | $607,500 | $1,215,000 | $2,430,000 | | | | | | | | | Cash | 6/1/2023 | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 7,608 | 30,433 | 60,866 | | | | $3,735,346 | | Performance units | 6/1/2023 | | | | 7,734 | 30,934 | 61,868 | | | | $3,208,165 | | Restricted shares | 2/21/2023 | | | | | | | 15,217 | | | $1,721,347 | | Restricted shares | 6/1/2023 | | | | | | | 15,467 | | | $1,528,758 | | Stock options | 2/21/2023 | | | | | | | | 36,514 | $113.12 | $1,721,270 | | Stock options | 6/1/2023 | | | | | | | | 37,224 | $98.84 | $1,528,790 | | Joshua J. Whipple | | | | | | | | | | | | | Cash | 1/1/2023 | $435,000 | $870,000 | $1,740,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 5,083 | 20,333 | 40,666 | | | | $2,495,672 | | Restricted shares | 2/21/2023 | | | | | | | 10,167 | | | $1,150,091 | | Stock options | 2/21/2023 | | | | | | | | 24,396 | $113.12 | $1,150,027 | | David L. Green | | | | | | | | | | | | | Cash | 1/1/2023 | $405,000 | $810,000 | $1,620,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 3,426 | 13,703 | 27,406 | | | | $1,681,906 | | Restricted shares | 2/21/2023 | | | | | | | 6,852 | | | $775,098 | | Stock options | 2/21/2023 | | | | | | | | 16,441 | $113.12 | $775,029 | | Guido F. Sacchi | | | | | | | | | | | | | Cash | 1/1/2023 | $312,500 | $625,000 | $1,250,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 3,592 | 14,366 | 28,732 | | | | $1,763,283 | | Restricted shares | 2/21/2023 | | | | | | | 7,183 | | | $812,541 | | Stock options | 2/21/2023 | | | | | | | | 17,236 | $113.12 | $812,505 | | Andrea Carter | | | | | | | | | | | | | Cash | 6/1/2023 | $300,000 | $600,000 | $1,200,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 1,149 | 4,597 | 6,896 | | | | $564,236 | | Restricted shares | 2/21/2023 | | | | | | | 4,597 | | | $520,013 | | Restricted shares | 5/31/2023 | | | | | | | 5,119 | | | $500,075 | | Jeffrey S. Sloan | | | | | | | | | | | | | Cash | 1/1/2023 | $1,200,000 | $2,400,000 | $4,800,000 | | | | | | | | | Performance units | 2/21/2023 | | | | 20,996 | 83,982 | 167,964 | | | | $10,307,951 | | Restricted shares | 2/21/2023 | | | | | | | 41,991 | | | $4,750,022 | | Stock options | 2/21/2023 | | | | | | | | 100,764 | $113.12 | $4,750,015 |

  87. Grants of Plan-Based Awards in 2023

    (1) These columns reflect the threshold, target and maximum annual cash incentive opportunities under our short-term incentive plan. At the time of the filing of this proxy statement, the actual results of our non-equity incentive plan were certified by the Compensation Committee, and our NEOs received the amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Ms. Carter’s short-term incentive plan opportunities were established prior to her appointment as an executive officer of the Company. Upon his appointment to President and CEO on June 1, 2023, Mr. Bready’s target annual bonus opportunity was increased from 135% to 200% of base salary. The short-term incentive payout for Mr. Bready reflected in the “Non-Equity Plan Compensation” column of the Summary Compensation Table was prorated based on actual performance for the months prior to and following his compensation changes in 2023. In connection with the 2023 payouts under the short-term incentive plan, each of our continuing NEOs elected to receive 50% of their short-term incentive payout in equity rather than cash and the Compensation Committee used its discretion to pay such amounts in RSAs having a grant date fair value equal to 50% of the 2023 payout under the short-term incentive plan, that vest one-year from the time of grant. These columns reflect the number of estimated future payouts of performance units granted in 2023 based on threshold, target and maximum award opportunities. The NEOs do not have the right to vote the underlying shares, and dividends are not payable or otherwise accrued to the NEOs until the units are converted into a stock grant at the end of the applicable performance period and committee certification. Once the stock grant is made, dividends are paid on such stock at the same rate as all of our other shareholders. The 2023 performance units granted to Ms. Carter were granted prior to her appointment as an executive officer of the Company. (3) This column reflects the number of restricted shares granted in 2023, which includes the annual target allocation of restricted shares that will vest in equal installments on each of the first three anniversaries of the grant date. The restricted shares granted to Ms. Carter in 2023 were granted prior to her appointment as an executive officer of the Company. (4) This column represents the number of stock options granted in 2023 that will vest in equal installments on each of the first three anniversaries of the grant date. This column represents the aggregate grant date fair value of equity awards granted in 2023, as further described in footnotes (2) and (3) to the Summary Compensation Table.

  88. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides the outstanding equity awards at December 31, 2023 for each of the NEOs.

  89. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Cameron M. Bready | 7/30/2015 | 3,780 | — | $55.92 | 7/30/2025 | — | — | — | — | | | 7/29/2016 | 9,703 | — | $74.66 | 7/29/2026 | — | — | — | — | | | 3/1/2017 | 16,270 | — | $79.45 | 3/1/2027 | — | — | — | — | | | 2/26/2018 | 13,038 | — | $114.70 | 2/26/2028 | — | — | — | — | | | 2/25/2019 | 20,518 | — | $128.22 | 2/25/2029 | — | — | — | — | | | 2/24/2020 | 23,929 | — | $200.42 | 2/24/2030 | — | — | — | — | | | 2/22/2021 | 13,424 | 6,712 | $196.06 | 2/22/2031 | — | — | — | — | | | 2/22/2022 | 9,325 | 18,652 | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | — | 36,514 | $113.12 | 2/21/2033 | — | — | — | — | | | 6/1/2023 | — | 37,224 | $98.84 | 6/1/2033 | — | — | — | — | | | 2/22/2021 | — | — | — | — | 2,260(3) | $287,020 | — | — | | | 2/22/2021 | — | — | — | — | 4,296(3) | $545,592 | | | | | 2/22/2022 | — | — | — | — | 6,703(3) | $851,281 | — | — | | | 2/21/2023 | — | — | — | — | 15,217(3) | $1,932,559 | — | — | | | 6/1/2023 | — | — | — | — | 15,467(3) | $1,964,309 | — | — | | | 2/22/2021 | — | — | — | — | — | — | 13,948(4) | $1,771,396 | | | 2/22/2022 | — | — | — | — | — | — | 60,324(5) | $7,661,148 | | | 2/21/2023 | — | — | — | — | — | — | 60,866(6) | $7,729,982 | | | 6/1/2023 | — | — | — | — | — | — | 61,868(6) | $7,857,236 | | Total | | 109,987 | 99,102 | | | 43,943 | $5,580,761 | 197,006 | $25,019,762 | | Joshua J. Whipple | 2/21/2023 | — | 24,396 | $113.12 | 2/21/2033 | — | — | — | — | | | 2/22/2021 | — | — | — | — | 978(3) | $124,206 | — | — | | | 2/22/2021 | — | — | — | — | 843(3) | $107,061 | — | — | | | 2/22/2022 | — | — | — | — | 9,558(3) | $1,213,866 | — | — | | | 8/4/2022 | — | — | — | — | 6,740(3) | $855,980 | — | — | | | 2/21/2023 | — | — | — | — | 10,167(3) | $1,291,209 | — | — | | | 2/22/2021 | — | — | — | — | — | — | 5,059(4) | $642,493 | | | 2/22/2022 | — | — | — | — | — | — | 9,558(5) | $1,213,866 | | | 2/21/2023 | — | — | — | — | — | — | 40,666(6) | $5,164,582 | | Total | | — | 24,396 | | | 28,286 | $3,592,322 | 55,283 | $7,020,941 | | David L. Green | 7/30/2015 | 11,868 | — | $55.92 | 7/30/2025 | — | — | — | — | | | 7/29/2016 | 5,635 | — | $74.66 | 7/29/2026 | — | — | — | — | | | 3/1/2017 | 9,418 | — | $79.45 | 3/1/2027 | — | — | — | — | | | 2/26/2018 | 7,837 | — | $114.70 | 2/26/2028 | — | — | — | — | | | 2/25/2019 | 8,365 | — | $128.22 | 2/25/2029 | — | — | — | — | | | 2/24/2020 | 9,572 | — | $200.42 | 2/24/2030 | — | — | — | — | | | 2/22/2021 | 6,062 | 3,031 | $196.06 | 2/22/2031 | — | — | — | — | | | 2/22/2022 | 4,773 | 9,548 | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | — | 16,441 | $113.12 | 2/21/2033 | — | — | — | — | | | 2/22/2021 | — | — | — | — | 1,021(3) | $129,667 | — | — | | | 2/22/2021 | — | — | — | — | 2,218(3) | $281,686 | | | | | 2/22/2022 | — | — | — | — | 3,432(3) | $435,864 | — | — | | | 2/21/2023 | — | — | — | — | 6,852(3) | $870,204 | — | — | | | 2/22/2021 | — | — | — | — | — | — | 6,299(4) | $799,973 | | | 2/22/2022 | — | — | — | — | — | — | 30,879(5) | $3,921,633 | | | 2/21/2023 | — | — | — | — | — | — | 27,406(6) | $3,480,562 | | Total | | 63,530 | 29,020 | | | 13,523 | $1,717,421 | 64,584 | $8,202,168 |

  90. Outstanding Equity Awards at December 31, 2023

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Guido Sacchi | 7/30/2015 | 4,220 | — | $55.92 | 7/30/2025 | — | — | — | — | | | 7/29/2016 | 6,382 | — | $74.66 | 7/29/2026 | — | — | — | — | | | 3/1/2017 | 10,695 | — | $79.45 | 3/1/2027 | — | — | — | — | | | 2/26/2018 | 9,975 | — | $114.70 | 2/26/2028 | — | — | — | — | | | 2/25/2019 | 11,048 | — | $128.22 | 2/25/2029 | — | — | — | — | | | 2/24/2020 | 12,535 | — | $200.42 | 2/24/2030 | — | — | — | — | | | 2/22/2021 | 7,577 | 3,789 | $196.06 | 2/22/2031 | — | — | — | — | | | 2/22/2022 | 5,541 | 11,082 | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | — | 17,236 | $113.12 | 2/21/2033 | — | — | — | — | | | 2/22/2021 | — | — | — | — | 1,276(3) | $162,052 | — | — | | | 2/22/2021 | — | — | — | — | 2,650(3) | $336,550 | — | — | | | 2/22/2022 | — | — | — | — | 3,983(3) | $505,841 | — | — | | | 2/21/2023 | — | — | — | — | 7,183(3) | $912,241 | — | — | | | 2/22/2021 | — | — | — | — | — | — | 7,873(4) | $999,871 | | | 2/22/2022 | — | — | — | — | — | — | 35,841(5) | $4,551,807 | | | 2/21/2023 | — | — | — | — | — | — | 28,732(6) | $3,648,964 | | Total | | 67,973 | 32,107 | | | 15,092 | $1,916,684 | 72,446 | $9,200,642 | | Andréa Carter | 2/22/2021 | — | — | — | — | 596(3) | $75,692 | — | — | | | 2/22/2021 | — | — | — | — | 550(3) | $69,850 | — | — | | | 2/22/2022 | — | — | — | — | 13,970(3) | $1,774,190 | — | — | | | 2/21/2023 | — | — | — | — | 4,597(3) | $583,819 | — | — | | | 5/31/2023 | — | — | — | — | 5,119(3) | $650,113 | — | — | | | 2/22/2021 | — | — | — | — | — | — | 3,081(4) | $391,287 | | | 2/22/2022 | — | — | — | — | — | — | 6,618(5) | $840,486 | | | 2/21/2023 | — | — | — | — | — | — | 6,896(6) | $875,792 | | Total | | — | — | | | 24,832 | $3,153,664 | 16,595 | $2,107,565 | | Jeffrey S. Sloan | 2/22/2021 | — | — | — | — | — | — | 38,051(4) | $4,832,477 | | | 2/22/2022 | — | — | — | — | — | — | 159,903(5) | $20,307,681 | | | 2/21/2023 | — | — | — | — | — | — | 167,964(6) | $21,331,428 | | Total | | — | — | | | — | — | 365,918 | $46,471,586 |

  91. Outstanding Equity Awards at December 31, 2023

    All stock options were granted pursuant to our 2011 Incentive Plan and vest in equal installments on each of the first three anniversaries of the grant date. (2) Market value is calculated based on the closing price of our common stock on December 31, 2023 of $127.00. (3) Represents shares of restricted stock that vest in equal installments on each of the first three anniversaries of the grant date. A portion of restricted stock granted to Ms. Carter during 2022 will vest on the third anniversary of the grant date. (4) Represents performance units granted in 2021. These performance units were earned based on the growth of our annual adjusted EPS over each year (calculated separately) in the three-year performance period ended December 31, 2023, as may be further adjusted based on the TSR modifier. The final percentage of performance units earned is determined as the average of each of the three annual adjusted EPS payout percentages (as a percent of target) and then multiplied by the TSR modifier. The earned units converted into unrestricted shares on the third anniversary of the performance unit grant date, February 22, 2024, following the Compensation Committee’s certification of the performance results described above. In accordance with SEC rules, the number of performance units reflected in the table is based on actual achievement at the payout level of 102.9% based on actual adjusted EPS for 2021, 2022, and 2023, as modified based on actual TSR for the three-year performance period. See the “Payout of 2021 Performance Units” section of the Compensation Discussion and Analysis on page 71 for additional information. The performance units granted to Mr. Whipple and Ms. Carter during 2021 were granted prior to their respective appointments as executive officers of the Company. These performance units are earned based on the same calculation as the performance units granted in 2021, but have a maximum payout of 200% and no TSR modifier, with a performance period that ended on December 31, 2023. In accordance with SEC rules, the number of performance units reflected in the table is based on actual achievement at the payout level of 172.5% based on actual adjusted EPS for 2021, 2022, and 2023. Represents performance units granted during 2022. These performance units are earned based on the same calculation as the performance units granted in 2021, with a performance period ending December 31, 2024. In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement. Based on actual adjusted EPS for 2023, the assumed achievement shown in the table is at the maximum payout level of 300%, assuming no TSR modifier is applied. The performance units granted to Mr. Whipple and Ms. Carter during 2022 were granted prior to their respective appointments as executive officers of the Company. These performance units are earned based on the same calculation as the performance units granted in 2021, but have a maximum payout of 200% and no TSR modifier, with a performance period ending December 31, 2024. In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement. Based on actual adjusted EPS for 2023, the assumed achievement shown in the table is at the maximum payout level of 200%. (6) Represents performance units granted during 2023. These performance units are earned based on the same calculation as the performance units granted in 2021, but have a maximum payout of 200%, with a performance period ending December 31, 2025. In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement. Based on actual adjusted EPS for 2023, the assumed achievement shown in the table is at the maximum payout level of 200%, assuming no TSR modifier is applied. The performance units granted to Ms. Carter during 2023 were granted prior to her appointment as an executive officer of the Company. These performance units are earned based on the same calculation as the performance units granted in 2021, but have a maximum payout of 150% and no TSR modifier, with a performance period ending December 31, 2025. In accordance with SEC rules, the number of performance units reflected in the table is based on an assumed achievement. Based on actual adjusted EPS for 2023, the assumed achievement shown in the table is at the maximum payout level of 150%.

  92. Stock Options Exercised and Stock Vested during 2023

    Stock Options Exercised and Stock Vested during 2023 The following table provides information on options exercised and stock awards that vested in 2023. The shares shown as acquired on exercise or on vesting represent shares of our common stock.

  93. Stock Options Exercised and Stock Vested during 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Cameron M. Bready* | — | — | 29,384 | $3,324,556 | | Joshua J. Whipple | — | — | 12,879 | $1,491,743 | | David L. Green | — | — | 14,420 | $1,633,631 | | Guido F. Sacchi | — | — | 17,227 | $1,950,589 | | Andréa Carter | — | — | 6,461 | $732,693 | | Jeffrey S. Sloan* | 220,632 | $5,471,841 | 144,696 | $15,297,696 |

  94. Stock Options Exercised and Stock Vested during 2023

    * Mr. Sloan departed as Chief Executive Officer of the Company as of June 1, 2023. Mr. Bready succeeded Mr. Sloan effective June 1, 2023. (1) Represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the options. (2) Includes shares acquired on the vesting of (i) restricted stock awards and (ii) performance units granted in 2020. (3) Represents the fair market value of the shares on the vesting date.

  95. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Our NEOs are eligible to participate in our Non-Qualified Deferred Compensation Plan, referenced herein as the deferred compensation plan. The following table provides information on deferred compensation under the deferred compensation plan for each NEO during 2023. In 2023, no NEOs made elections to contribute into the deferred compensation plan and Mr. Whipple was the only NEO who made withdrawals from the deferred compensation plan. NEOs are eligible for the 401(k) restoration program in which a participant will continue to receive a company match once they have reached the IRS income limit and are contributing on average annually 5% to the 401(k) plan. The Company match is contributed into the non-qualified deferred compensation plan and vests immediately after three years of service. The Company match is included in the summary compensation table above. Aggregate earnings (Iosses) are not includible in the summary compensation table above because they were not above-market or preferential earnings. The aggregate balance includes amounts previously reported in the summary compensation table above in the previous years when earned if the NEO’s compensation was required to be disclosed in a previous year.

  96. Non-Qualified Deferred Compensation Plan

    | Name | NEO Contributions in 2023 | Company Contributions in 2023(1) | Aggregate Earnings (Losses) in 2023 | Withdrawals in 2023 | Aggregate Balance at December 31, 2023 | | Cameron M. Bready* | — | $88,781 | $21,450 | — | $187,965 | | Joshua J. Whipple | — | $58,194 | $48,815 | $(81,260) | $199,027 | | David L. Green | — | $55,328 | $13,735 | — | $128,640 | | Guido F. Sacchi | — | $54,490 | $14,833 | — | $138,216 | | Andréa Carter | — | $24,911 | $5,602 | — | $45,567 | | Jeffrey S. Sloan* | — | — | $33,699 | — | $545,031 |

  97. Non-Qualified Deferred Compensation Plan

    (1) The Company contribution was earned as of December 31, 2023 and will be deposited in the NEOs’ deferred compensation plan account in 2024. These contributions will be fully vested when deposited. * Mr. Sloan departed as Chief Executive Officer of the Company as of June 1, 2023. Mr. Bready succeeded Mr. Sloan effective June 1, 2023. Pursuant to the deferred compensation plan, participants are permitted to elect to defer up to 100% of their base salary and other eligible forms of cash compensation (such as cash incentive bonus). Participant accounts are credited with earnings based on the participant’s investment allocation among a menu of investment options selected by the deferred compensation plan administrator. Participants are 100% vested in the participant deferrals and related earnings. We do not 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).

  98. Pension Benefits

    Pension Benefits We maintain a noncontributory defined benefit pension plan covering our U.S. employees who have met the eligibility criteria. The retirement plan was closed to new participants beginning June 1, 1998, and none of our NEOs were hired before that date.

  99. Potential Payments upon Termination, Retirement or Change in Control

    Potential Payments upon Termination, Retirement or Change in Control This section describes the post-employment benefits that each of our NEOs would be entitled to receive in connection with various termination of employment and change-in-control scenarios.

  100. Potential Payments Table

    Potential Payments Table The following table sets forth quantitatively the potential post-employment payments that are described above for each of our NEOs (other than Mr. Sloan). The potential payments to our NEOs are hypothetical situations only and assume that termination of employment and/or change-in-control occurred on December 31, 2023. The amounts shown in the table do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as accrued salary and distributions of plan balances under our tax-qualified 401(k) plan. The value of the acceleration of vesting of stock options, restricted stock and performance-based restricted stock units are calculated based on the $127.00 closing price on December 31, 2023. The value of healthcare continuation is based on COBRA rates.

  101. Potential Payments Table

    | Name and Form of Payment | Termination Without Cause; Resignation for Good Reason (No Change in Control) | Termination Without Cause or Resignation for Good Reason (Change in Control)(1) | Death or Disability | Retirement | Termination for Cause; Resignation Without Good Reason | | Cameron M. Bready | | | | | | | Base salary severance | $2,000,000 | $3,000,000 | $— | $— | $— | | Annual cash incentive bonus | 1,412,778 | 2,000,000 | — | — | — | | Other cash severance | 4,000,000 | 6,000,000 | — | — | — | | Restricted stock acceleration | 5,580,761 | 5,580,761 | 5,580,761 | 5,035,169 | — | | Stock option acceleration(2) | 1,036,686 | 1,555,042 | 1,555,042 | 1,555,042 | — | | Performance units | 6,766,689(3) | 13,183,616(3) | 12,118,721(4) | 15,521,686(5) | — | | COBRA | 38,798 | 38,798 | — | — | — | | Total | $20,835,712 | $31,358,217 | $19,254,524 | $22,111,897 | $— | | Joshua J. Whipple | | | | | | | Base salary severance | $1,087,500 | $1,450,000 | $— | $— | $— | | Annual cash incentive bonus | 734,715 | 870,000 | — | — | — | | Other cash severance | 1,305,000 | 1,740,000 | — | — | — | | Restricted stock acceleration | 3,592,322 | 3,592,322 | 3,592,322 | 2,676,017 | — | | Stock option acceleration(2) | 225,744 | 338,616 | 338,616 | 338,616 | — | | Performance units | 2,072,170(3) | 4,084,828(3) | 3,831,717(4) | 4,859,528(5) | — | | COBRA | 38,798 | 38,798 | — | — | — | | Total | $9,056,249 | $12,114,564 | $7,762,655 | $7,874,161 | $— | | David L. Green | | | | | | | Base salary severance | $1,012,500 | $1,350,000 | $— | $— | $— | | Annual cash incentive bonus | 684,045 | 810,000 | — | — | — | | Other cash severance | 1,215,000 | 1,620,000 | — | — | — | | Restricted stock acceleration | 1,717,421 | 1,717,421 | 1,717,421 | 1,435,735 | — | | Stock option acceleration(2) | 152,125 | 228,201 | 228,201 | 228,201 | — | | Performance units | 4,914,646(5) | 4,914,646(5) | 4,914,646(5) | 4,914,646(5) | — | | COBRA | 38,798 | 38,798 | — | — | — | | Total | $9,734,535 | $10,679,066 | $6,860,268 | $6,578,582 | $— | | Guido F. Sacchi | | | | | | | Base salary severance | $937,500 | $1,250,000 | $— | $— | $— | | Annual cash incentive bonus | 527,813 | 625,000 | — | — | — | | Other cash severance | 937,500 | 1,250,000 | — | — | — | | Restricted stock acceleration | 1,916,684 | 1,916,684 | 1,916,684 | 1,580,134 | — | | Stock option acceleration(2) | 159,481 | 239,236 | 239,236 | 239,236 | — | | Performance units | 5,521,706(5) | 5,521,706(5) | 5,521,706(5) | 5,521,706(5) | — | | COBRA | 44,733 | 44,733 | — | — | — | | Total | $10,045,417 | $10,847,359 | $7,677,626 | $7,341,076 | $— | | Andréa Carter | | | | | | | Base salary severance | $900,000 | $1,200,000 | $— | $— | $— | | Annual cash incentive bonus | 295,575 | 600,000 | — | — | — | | Other cash severance | 900,000 | 1,200,000 | — | — | — | | Restricted stock acceleration | 3,153,664 | 3,153,664 | 3,153,664 | 2,523,490 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 981,280(3) | 1,570,609(3) | 1,395,349(4) | 1,668,145(5) | — | | COBRA | 12,193 | 12,193 | — | — | — | | Total | $6,242,712 | $7,736,466 | $4,549,013 | $4,191,635 | $— |

  102. Potential Payments Table

    Assumes a change in control occurred on December 31, 2023, immediately followed by the NEO’s termination. For the purpose of this calculation, outstanding unvested options having an exercise price greater than the closing price of our common stock on such date have a value of $0. (3) For Ms. Carter and Messrs. Bready and Whipple (who are not yet eligible for retirement), the amounts reflect (i) the performance units granted in 2021, based on actual performance including the TSR modifier for Mr. Bready, (ii) the performance units granted in 2022 pro rata, based on actual performance for the completed performance years and target performance for the performance year not completed (and no modification of such payout based on the TSR modifier for the three year performance period), and (iii) the performance units granted in 2023 pro rata based on target performance (and no modification of such payout based on the TSR modifier for the three year performance period). (4) For Ms. Carter and Messrs. Bready and Whipple (who are not yet eligible for retirement), the amounts reflect the number of shares that would be issued based on actual performance including the TSR modifier for Mr. Bready for performance units granted in 2021, and at target payout levels for the performance units granted in 2022 and 2023 (and no modification of such payout based on the TSR modifier for the three-year performance period). Amount reflects the number of shares that would be issued based on actual performance, including the TSR modifier (if applicable), for the performance units granted in 2021 and for the performance units granted in 2022 and 2023, based on actual performance for the completed performance years and target performance for the performance years not completed (and no modification of such payout based on the TSR modifier for the three-year performance).

  103. Required Tabular Disclosure of PVP

    | Year (a) | Summary Compensation Table Total for PEO (Sloan)(1) (b) | Compensation Actually Paid for PEO (Sloan)(1)(3) (c) | Summary Compensation Table Total for PEO (Bready)(1) (b) | Compensation Actually Paid for PEO (Bready)(1)(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) (d) | Average Compensation Actually Paid for Non-PEO Named Executive Officers(2)(3) (e) | Value of Initial Fixed $100 Investment Based on | | Net Income(6) (h) | CSM: Adjusted EPS(7) (i) | | | | | | | | | Company Total Shareholder Return(4) (f) | Peer Group Total Shareholder Return(5) (g) | | | | 2023 | $22,021,748 | $28,581,988 | $16,000,483 | $24,415,366 | $4,617,351 | $6,864,890 | $71.00 | $122.00 | $1,028,823,000 | $10.42 | | 2022 | $22,270,578 | $14,220,443 | — | — | $6,259,042 | $2,727,411 | $55.00 | $111.00 | $143,313,000 | $9.32 | | 2021 | $23,318,393 | $(5,868,325) | — | — | $6,816,632 | $(1,131,883) | $75.00 | $127.00 | $987,864,000 | $8.16 | | 2020 | $15,517,272 | $23,203,124 | — | — | $4,822,140 | $11,886,007 | $119.00 | $96.00 | $605,100,000 | $6.40 |

  104. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (excluding the Chief Executive Officer) and the annual total compensation of Cameron M. Bready, our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies. For 2023, our last completed year: • The annual total compensation of the median employee was $56,245, which includes $14,807 in employer-provided health and welfare benefits; and • The annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table presented earlier in this proxy, was $16,000,483. For estimating our CEO pay ratio, the annual total compensation of our President and Chief Executive Officer was $16,023,472, which includes $22,989 in employer-provided health and welfare benefits. Based on this information, for 2023, the ratio of the annual total compensation of the median employee to the annual total compensation of Mr. Bready, our President and Chief Executive Officer, was 1 to 285. To determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows: • We selected December 31, 2023, as our determination date. • As permitted under SEC rules, our selected approach for a year in which there were multiple PEOs was to determine the annual total compensation of Mr. Bready, who was serving in that position on our “median employee” determination date. • We determined that, as of December 31, 2023, we had approximately 27,306 employees working at the Company and its consolidated subsidiaries. • As is permitted under SEC rules, we eliminated 1,336 global employees (approximately 4.90% of our total population) from the data set. A list of the excluded employees and their country of residency is provided in the table below.

  105. CEO Pay Ratio

    | Country | # of Employees | Country | # of Employees | Country | # of Employees | | Austria | 30 | Hungary | 42 | Singapore | 26 | | Bermuda | 3 | Italy | 1 | Slovakia | 46 | | Brazil | 187 | Macao | 6 | Sri Lanka | 27 | | Chile | 68 | Malaysia | 93 | Taiwan | 63 | | Germany | 202 | Malta | 28 | United Arab Emirates | 16 | | Gibraltar | 21 | Netherlands | 176 | | | | Greece | 127 | New Zealand | 10 | | | | Hong Kong | 141 | Romania | 23 | | |

  106. CEO Pay Ratio

    • To determine our “median employee” from our adjusted employee population, we used “annual base pay” as our consistently applied compensation definition. We used a stratified statistical sampling methodology to provide a reasonable estimate of the median base pay for the remaining 25,970 employees considered. We then identified employees who were paid within a +/-5% range of that value, based on our assumptions that the median employee was likely to be within that group and that those within that group had substantially similar probabilities of being the median employee. We then analyzed taxable wages for this group to select a single median employee. We did not change our methodology or material assumptions, adjustments, or estimates from those used in our pay ratio disclosure for 2022. Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in the United States, with annual total compensation for the 12-month period ended December 31, 2023, in the amount of $56,245.