DEF 14A of Global Payments Inc, Mar 13, 2025

DEF 14A of Global Payments Inc

Filed Mar 13, 2025 · FY20240001104659-25-023451

Open on EDGAR

  1. 2025 Director Nominees Overview

    2025 Director Nominees Overview In accordance with the Company’s charter and bylaws, members of the board stand for election each year. The board currently consists of twelve members. As determined by the board and consistent with the recommendation of the Governance and Nominating Committee, ten directors will stand for election at the 2025 annual meeting. Ms. Marshall and Mr. Turner each will continue as a director through the 2025 annual meeting, when their current terms expire. The board thanks Ms. Marshall and Mr. Turner for their respective years of service and dedication to the board and for their many contributions to the Company. The board has approved a reduction in the number of directors constituting the board from twelve to ten members, effective immediately following the closing of the polls for the election of directors at the 2025 annual meeting.

  2. 2025 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | | | M. Troy Woods | 5.5 Years | Independent Chair of the Board | Yes | | | | | | | Cameron M. Bready | 2 Years | Chief Executive Officer, Global Payments Inc. | No | | | | | | | Connie D. McDaniel | 5.5 Years | Chair of the Board, Virtus Mutual Fund Family | Yes | | | | | | | F. Thaddeus Arroyo | 5.5 Years | Chief Strategy & Development Officer, AT&T, Inc. | Yes | | | | | | | Robert H.B. Baldwin, Jr. | 9 Years | Former Vice-Chair, Heartland Payment Systems, Inc. | Yes | | | | | | | John G. Bruno | 11 Years | President and Chief Operating Officer, Xerox Holdings Corporation | Yes | | | | |

  3. 2025 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | Audit Committee | Compensation Committee | Governance and Nominating Committee | Technology Committee | | | Joia M. Johnson | 5.5 Years | Former Chief Administrative Officer, Hanesbrands Inc. | Yes | | | | | | | Kirsten Kliphouse | 1.5 Years | Former President of Google Cloud Americas | Yes | | | | | | | Joseph H. Osnoss | 2.5 years | Managing Partner, Silver Lake | Yes | | | | | | | William B. Plummer | 8 Years | Former Chief Financial Officer, United Rentals Inc. | Yes | | | | |

  4. 2025 Director Nominees Overview

    | Chair | Member |

  5. Director Nominee Demographics

    Director Nominee Demographics Represents independent director nominees

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

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

  7. 2025 Nominees for Directors

    2025 Nominees for Directors The board currently consists of twelve members. As determined by the board and consistent with the recommendation of the Governance and Nominating Committee, ten directors will stand for election at the 2025 annual meeting. Ms. Marshall and Mr. Turner each will continue as a director through the 2025 annual meeting, when their current terms expire. The board approved a reduction in the number of directors constituting the board from twelve to ten members immediately following the closing of the polls for the election of directors at the 2025 annual meeting. 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 40.

  8. Election Process

    Election Process The Company has a majority of the votes cast standard to elect directors in uncontested elections of directors, such as this election. Under the Company’s bylaws, 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. 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.

  9. Election Process

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

  10. Director Nominee Biographies

    Director Nominee Biographies

  11. Director Nominee Biographies

    | | M. Troy Woods Independent Chair of the Board | | | | | Age: 73 | Committee(s): • None | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Other Public Company Directorship(s) in the Past Five Years: • None 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 a 30-year career at Total System Services, Inc. (TSYS), which merged with and into Global Payments, 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) | | |

  12. Director Nominee Biographies

    | | Cameron M. Bready Chief Executive Officer | | | | | Age: 53 | 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 of The Electronic Transaction Association (since 2018) • Member of the Metro Atlanta Chamber of Commerce (since 2021) • Member of the board of trustees of Woodruff Arts Center (since 2024) • Member 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: • 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) | | |

  13. Director Nominee Biographies

    | | F. Thaddeus Arroyo Independent Director | | | | | Age: 61 | Committee(s): • Technology (Chair) • Governance and Nominating | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Other Public Company Directorship(s) in the Past Five Years: • None 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 and industry experience, including several years of service as a director of TSYS • Mergers and acquisitions expertise Career Highlights: • Chief Strategy and Development Officer of AT&T, Inc., a Fortune 100 company and leading global 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) | | |

  14. Director Nominee Biographies

    | | Robert H.B. Baldwin, Jr. Independent Director | | | | | Age: 70 | Committee(s): • Audit • Compensation | Current Public Company Directorship(s): • None | | | Director Since: 2016 | 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 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) | | |

  15. Director Nominee Biographies

    | | John G. Bruno Independent Director | | | | | Age: 60 | Committee(s): • Compensation (Chair) • Technology | Current Public Company Directorship(s): • Xerox Holdings Corp. | | | Director Since: 2014 | Other Public Company Directorships in the Past Five Year(s): • Valor Latitude Acquisition Corp. | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Extensive public company strategy, business leadership, enterprise 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, and CIO • 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 Corp., a Fortune 500 company (since 2022) • CEO and Managing Partner of Storm Ventures, LLC, a privately-held expert advisory management consulting firm (2021 – 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) | | |

  16. Director Nominee Biographies

    | | M. Johnson Independent Director | | | | | Age: 65 | Committee(s): • Governance and Nominating • Compensation | Current Public Company Directorship(s): • Regions Financial Corporation • Sylvamo Corporation | | | Director Since: 2019 | Other Public Company Directorship(s) in the Past Five Year(s): • None 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 | | | | 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 | | |

  17. Director Nominee Biographies

    | | Kirsten Kliphouse Independent Director | | | | | Age: 58 | Committee(s): • Technology | Current Public Company Directorship(s): • Dun & Bradstreet • Labcorp Holdings Inc. (LabCorp.) | | | Director Since: 2023 | 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: • Cyber-security and information technology experience, 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) | | |

  18. Director Nominee Biographies

    | | Connie D. McDaniel Independent Director Former Lead Independent Director | | | | | Age: 66 | Committee(s): • Governance and Nominating (Chair) • Audit | Current Public Company Directorship(s): • Virtus Mutual Fund Family | | | Director Since: 2019 | Other Public Company Directorship(s) in the Past Five Years: • None 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 • Provides a unique perspective on social matters and is a recipient of an ESG certification from Competent Boards Career Highlights: • Chair of the board of the Virtus Mutual Funds Board (since 2025, member of the board since 2021) • 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) | | |

  19. Director Nominee Biographies

    | | Joseph H. Osnoss Independent Director | | | | | Age: 47 | Committee(s): • Compensation • Technology | Current Public Company Directorship(s): • EverCommerce Inc. • First Advantage Corporation (Chair of the Board) • Global Blue Group Holding AG | | | Director Since: 2022 | Other Public Company Directorship(s) in the Past Five Years: • Sabre Corporation • Far Point Acquisition Corporation • Cornerstone OnDemand, Inc. • Zuora, Inc. Select Professional and Community Contributions: • Visiting Professor in Practice at the London School of Economics • Participant in The Polsky Center Private Equity Council at the University of Chicago • Member of the Advisory Board at Stanford University Research Initiative on Long-Term Investing • Trustee of Brunswick School | | | | Race/Ethnicity: White | | | | | Top Skills and Qualifications: • Significant experience in private equity investing • Substantial domestic and international business experience • Substantial public director experience • Extensive experience in information technology Career Highlights: • Managing Partner, Silver Lake, a global technology investment firm (since 2019), and other roles since 2002 • Investment Banker, Goldman, Sachs & Co. | | |

  20. Director Nominee Biographies

    | | William B. Plummer Independent Director | | | | | Age: 66 | Committee(s): • Audit (Chair) | Current Public Company Directorship(s): • Waste Management Inc. | | | Director Since: 2017 | Other Public Company Directorship(s) in the Past Five Years: • 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) • 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) | | |

  21. 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.

  22. 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.

  23. 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 certain leadership positions) and an annual stock retainer. The following table describes each element of director compensation for the shareholder year beginning in April 2024.

  24. Annual Director Compensation

    | Director | Annual Basic Cash Retainer | Annual Supplemental Cash Retainer | Annual Stock Retainer (FMV) | | Independent Chair of the Board | $125,000 | $100,000 | $285,000 | | Lead Independent Director | $125,000 | $50,000 | $230,000 | | Chair of Audit Committee | $125,000 | $40,000 | $230,000 | | Chair of Other Committees | $125,000 | $30,000 | $230,000 | | All Other Non-Employee Directors | $125,000 | N/A | $230,000 |

  25. 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 2024, and she did not receive any interest on deferred compensation at an above-market rate of interest.

  26. 2024 Director Compensation Table

    2024 Director Compensation Table The following table summarizes the compensation of our independent directors during 2024.

  27. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total($) | | F. Thaddeus Arroyo | $155,000 | $229,956 | $384,956 | | Robert H.B. Baldwin, Jr. | $125,000 | $229,956 | $354,956 | | John G. Bruno | $155,000 | $229,956 | $384,956 | | Joia M. Johnson | $125,000 | $229,956 | $354,956 | | Kirsten Kliphouse | $125,000 | $229,956 | $354,956 | | Ruth Ann Marshall | $125,000 | $229,956 | $354,956 | | Connie D. McDaniel | $205,000 | $229,956 | $434,956 | | Joseph H. Osnoss | $125,000 | $229,956 | $354,956 | | William B. Plummer | $165,000 | $229,956 | $394,956 | | John T. Turner | $125,000 | $229,956 | $354,956 | | M. Troy Woods | $225,000 | $285,016 | $510,016 |

  28. 2024 Director Compensation Table

    Represents basic and supplemental cash retainers earned during 2024. 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. Represents the aggregate grant date fair value of awards of stock granted on April 26, 2024, 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 independent directors had any unvested stock awards outstanding as of December 31, 2024. The following table reflects the stock options for each independent director that were outstanding as of December 31, 2024.

  29. 2024 Director Compensation Table

    | Independent Directors | Options Outstanding as of December 31, 2024 | | 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 | 25,517 | | M. Troy Woods | 83,226 |

  30. 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 2024. 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).

  31. Compensation Discussion and Analysis

    | 2024 Named Executive Officers | 59 | | 2024 Executive Compensation Highlights | 60 | | Compensation Practices and Policies | 61 | | Evolution of our Executive Compensation Program | 62 | | Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation | 62 | | Compensation Philosophy and Objectives | 62 | | Base Salary | 63 | | Short-Term Incentive Plan | 64 | | Long-Term Incentive Plan | 66 | | Other Benefits | 69 | | Employment Agreements | 70 | | How Compensation Decisions Are Made | 70 | | Anti-Hedging Policy | 72 | | Clawback Policy | 72 | | Target Stock Ownership Guidelines | 72 | | Report of Compensation Committee Members | 73 | | Compensation of Named Executive Officers | 74 | | Summary Compensation Table | 74 | | Grants of Plan-Based Awards in 2024 | 77 | | Outstanding Equity Awards at December 31, 2024 | 79 | | Stock Options Exercised and Stock Vested during 2024 | 82 | | Non-Qualified Deferred Compensation Plan | 82 | | Pension Benefits | 83 | | Potential Payments upon Termination, Retirement or Change in Control | 83 | | Employment Agreements with Our Named Executive Officers | 83 | | Potential Payments Table | 86 |

  32. 2024 Executive Compensation Highlights

    | | Core Component | Objective Features | Page | | Salary | Base Salary | Base salaries are intended to provide compensation consistent with our NEOs’ responsibilities, experience and performance in relation to the marketplace. | 63 | | Short-Term Cash Incentives | Annual Cash Incentives | Our annual performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders. Our annual cash incentives are based on annual financial performance objectives established by the Compensation Committee. Final payout is based on the Compensation Committee’s analysis and certification of the Company’s performance against the pre-established goals. | 64 | | Long-Term Equity Incentives | Performance Units | PSUs vest after a three-year performance period, based on EPS and relative total shareholder return (TSR) results. PSUs incentivize the achievement of long-term performance objectives and share price performance to align our NEOs’ economic interests with those of our shareholders. | 67 | | | Stock Options | Stock options vest in equal installments on each of the first three anniversaries of the grant date. Stock options are intended to provide a strong incentive for creation of long-term shareholder value, as stock options may be exercised for a profit only to the extent the price of our stock appreciates after the grant date. | 68 | | | Restricted Stock | Restricted stock granted as part of our annual compensation program vests in equal installments on each of the first three anniversaries of the grant date. Time-based restricted stock provides a retentive element to our compensation program, while tying the value of the award to the performance of our stock. | 68 |

  33. Summary of 2024 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 | $1,000,000 | 6% | $2,000,000 | 12% | $13,750,000 | 82% | $16,750,000 | | Robert Cortopassi(2) | $775,000 | 12% | $968,750 | 14% | $5,000,000 | 74% | $6,743,750 | | Joshua J. Whipple | $750,000 | 12% | $900,000 | 14% | $4,600,000 | 74% | $6,250,000 | | David L. Green | $695,000 | 14% | $834,000 | 17% | $3,300,000 | 69% | $4,829,000 | | Andréa Carter | $620,000 | 22% | $620,000 | 23% | $1,500,000 | 55% | $2,740,000 | | Shannon Johnston | $600,000 | 19% | $600,000 | 19% | $2,000,000 | 62% | $3,200,000 |

  34. Summary of 2024 Base Salary and Incentive Compensation

    (1) The target long-term equity incentives include target levels of (i) performance units; (ii) restricted stock awards; and (iii) stock options. (2) Mr. Cortopassi was appointed as President and Chief Operating Officer in July 2024. This table reflects Mr. Cortopassi’s target compensation as President and Chief Operating Officer on an annualized basis. See “Long-Term Incentive Plan” on page 66 for more details on his long-term equity incentives for 2024. The annual compensation program also includes other benefits, including limited perquisites and non-qualified deferred compensation, as described below.

  35. 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.

  36. Target Bonus Opportunities

    Target Bonus Opportunities In 2024, our Compensation Committee, in consultation with its independent consultant, approved the following target bonus opportunities for each of the NEOs, expressed as a percentage of base salary. The Compensation Committee considers adjustments to target bonus opportunities on an annual basis and may do so more frequently upon a change in circumstances. The Compensation Committee did not make any adjustments to the NEOs’ bonus targets for 2024.

  37. Target Bonus Opportunities

    | | 2024 Annual Target Bonus Opportunity | 2024 Target % of Base Salary | 2023 Target % of Base Salary | | Cameron M. Bready | $2,000,000 | 200% | 200% | | Robert Cortopassi(1) | $968,750 | 125% | — | | Joshua J. Whipple | $900,000 | 120% | 120% | | David L. Green | $834,000 | 120% | 120% | | Andréa Carter | $620,000 | 100% | 100% | | Shannon Johnston | $600,000 | 100% | — |

  38. Target Bonus Opportunities

    (1) Mr. Cortopassi was appointed as President and Chief Operating Officer of the Company in July 2024. This table reflects Mr. Cortopassi’s target bonus opportunity on an annualized basis.

  39. Performance Metrics for Short-Term Incentive

    Performance Metrics for Short-Term Incentive For 2024, 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.

  40. Performance Metrics for Short-Term Incentive

    | 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% |

  41. Performance Metrics for Short-Term Incentive

    The Compensation Committee set 2024 targets that exceeded the Company’s 2023 performance levels. The Compensation Committee believed these performance goals were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. The following table sets forth the range of goals for the performance measures for 2024, our actual performance results and the actual performance payout results for 2024 as compared to 2023.

  42. Performance Metrics for Short-Term Incentive

    | | 2024 Performance and Targets | | 2023 Performance and Targets | | | Performance / Payout | Adjusted Net Revenue (millions) | Adjusted Operating Margin | Adjusted Net Revenue (millions) | Adjusted Operating Margin | | Performance thresholds: | | | | | | Threshold | $8,780 | 44.5% | $7,934 | 44.3% | | Target | $9,242 | 45.0% | $8,624 | 44.8% | | Maximum | $9,519 | 45.4% | $8,710 | 45.0% | | Actual Performance | $9,188 | 45.0% | $8,620 | 44.5% | | Actual Performance Payout Results | 94.2% | 100% | 99.7% | 69.2% |

  43. 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 2024 for each performance metric and actual payout.

  44. Payouts for Short-Term Incentive Plan

    | Name | Adjusted Net Revenue | Adjusted Operating Margin | Total Payout | Payout %(2) | | Cameron M. Bready | $942,000 | $1,000,000 | $1,942,000 | 97.1% | | Robert Cortopassi(1) | $266,164 | $282,552 | $548,716 | 97.1% | | Joshua J. Whipple | $416,835 | $442,500 | $859,335 | 97.1% | | David L. Green | $387,162 | $411,000 | $798,162 | 97.1% | | Andréa Carter | $287,310 | $305,000 | $592,310 | 97.1% | | Shannon Johnston(1) | $188,400 | $200,000 | $388,400 | 97.1% |

  45. Payouts for Short-Term Incentive Plan

    (1) The short-term incentive payout for 2024 for Mr. Cortopassi reflected above represents the proration based on actual performance for the months following his appointment as President and Chief Operating officer. The short-term incentive payout for 2024 for Ms. Johnston reflected above represents the proration based on actual performance for the months prior to Ms. Johnston’s departure from the Company. 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 restricted stock awards having a grant date fair value equal to 50% of the 2024 payout under the short-term incentive plan, that vest one-year from the time of grant.

  46. 2025 Performance Metrics for Short-Term Incentive Plan

    2025 Performance Metrics for Short-Term Incentive Plan As discussed previously, in 2024 we initiated a comprehensive review of our business, which led to an updated strategy focused on directing our resources, efforts, and investments toward the areas with most promising growth opportunities. In conjunction with this operational transformation initiative, the Compensation Committee approved the addition of a strategic component for the short-term incentive plan for 2025. For 2025, the short-term incentive plan will include a financial performance goal based on incremental operating income benefit attributable to our transformation efforts, alongside adjusted net revenue and adjusted operating margin. The weightings for each metric are provided below.

  47. 2025 Performance Metrics for Short-Term Incentive Plan

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

  48. 2025 Performance Metrics for Short-Term Incentive Plan

    For each of these separately calculated performance metrics, each NEO could earn from 0% to 200% of the target opportunity. 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.

  49. 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. 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 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, in February 2024, the Compensation Committee increased only Messrs. Bready and Green’s LTI target opportunity for 2024, each by 6%.

  50. Long-Term Incentive Plan

    | Name | 2024 Total | 2023 Total | % Change | | Cameron M. Bready | $13,750,000 | $13,000,000 | 6% | | Robert Cortopassi(1) | $5,000,000 | — | — | | Joshua J. Whipple | $4,600,000 | $4,600,000 | 0% | | David L. Green | $3,300,000 | $3,100,000 | 6% | | Andréa Carter | $1,500,000 | — | — | | Shannon Johnston | $2,000,000 | — | — |

  51. Long-Term Incentive Plan

    (1) This table reflects Mr. Cortopassi’s target LTI on an annualized basis. Prior to being appointed as President and Chief Operating Officer, Mr. Cortopassi received the following grants in 2024: (i) 5,093 shares of restricted stock; (ii) 12,174 options to purchase shares of common stock; and (iii) a target award of 10,186 performance units, which may be earned based on the same metrics as PSUs granted to the other NEOs. Approximately half of the target allocation of LTIs granted to our NEOs in 2024 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.

  52. 2024 Performance Units Design

    2024 Performance Units Design In 2024, our Compensation Committee granted approximately 50% of the target 2024 LTI awards to our NEOs in performance units. The performance units granted to our NEOs in 2024 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.

  53. 2024 Performance Units Design

    | Metric | Rationale | TSR Performance Multiplier | | Adjusted EPS | Provides a strong incentive for sustained growth over the long-term with full vesting at the end of three years, while also including a modifier based on three-year relative TSR performance. | +/- 25% multiplier based on the Company’s total shareholder return rank relative to the S&P 500 index over the three-year performance period |

  54. 2024 Performance Units Design

    The 2024 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 2024.

  55. 2024 Performance Units Design

    | Name | Target Allocation to Performance Units | Number of Performance Units Granted(1) | | Cameron M. Bready | $6,875,000 | 52,849 | | Robert Cortopassi(2) | $1,175,000 | 11,292 | | Joshua J. Whipple | $2,300,000 | 17,681 | | David L. Green | $1,650,000 | 12,684 | | Andréa Carter | $750,000 | 5,766 | | Shannon Johnston | $1,000,000 | 7,687 |

  56. 2024 Performance Units Design

    The number of units was calculated by dividing the dollar value by the share price as of the grant date on March 1, 2024 ($130.09), and, for Mr. Cortopassi’s grant upon his appointment as President and Chief Operating Officer, August 8, 2024 ($104.06), rounding up to the next whole share. (2) In addition, Mr. Cortopassi received an award of 10,186 performance units in 2024 prior to his appointment as President and Chief Operating Officer.

  57. Stock Options

    Stock Options In 2024, our Compensation Committee granted approximately 25% of the target 2024 LTI awards to our 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 2024, the Compensation Committee approved the following stock option grants to the NEOs:

  58. Stock Options

    | Name | Target Allocation to Stock Options | Number of Stock Options Granted(1) | | Cameron M. Bready | $3,437,500 | 63,167 | | Robert Cortopassi(2) | $587,500 | 13,531 | | Joshua J. Whipple | $1,150,000 | 21,132 | | David L. Green | $825,000 | 15,160 | | Andréa Carter | $375,000 | 6,891 | | Shannon Johnston | $500,000 | 9,188 |

  59. Stock Options

    (1) The number of stock options was calculated using the Black-Scholes model on the grant date March 1, 2024, and, for Mr. Cortopassi’s grant upon his appointment as President and Chief Operating Officer, August 8, 2024. Figures in the tables under “Compensation of Named Executive Officers” beginning on page 74 may be slightly different as they reflect specific accounting methodologies required for table reporting as described therein. (2) In addition, Mr. Cortopassi received an award of 12,174 options to purchase shares of the Company’s common stock in 2024 prior to his appointment as President and Chief Operating Officer.

  60. Time-Based Restricted Stock

    Time-Based Restricted Stock In 2024, our Compensation Committee granted approximately 25% of the target 2024 LTI awards to our 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 2024:

  61. Time-Based Restricted Stock

    | Name | Target Allocation to Restricted Stock | Number of Restricted Shares Granted(1) | | Cameron M. Bready | $3,437,500 | 26,425 | | Robert Cortopassi(2) | $587,500 | 5,646 | | Joshua J. Whipple | $1,150,000 | 8,841 | | David L. Green | $825,000 | 6,342 | | Andréa Carter | $375,000 | 2,883 | | Shannon Johnston | $500,000 | 3,844 |

  62. Time-Based Restricted Stock

    (1) The number of shares was calculated by dividing the dollar value by the share price as of the close of market on the grant date on March 1, 2024 ($130.09) and, for Mr. Cortopassi’s grant upon his appointment as President and Chief Operating Officer, August 8, 2024 ($104.06), rounding up to the next whole share. In addition, Mr. Cortopassi received an award of 5,093 restricted shares in 2024 prior to his appointment as President and Chief Operating Officer.

  63. Payout of 2022 Performance Units

    Payout of 2022 Performance Units The 2022 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.

  64. Actual 2022 Adjusted EPS Growth Results

    | Action | Company’s TSR Percentile Rank vs. S&P 500 (01/01/2022 – 12/31/2024) | TSR Modifier | Actual TSR Performance and Relative TSR Modifier | | Reduction | 30th percentile or below | −50% | In the period ended 12/31/2024, 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% | |

  65. Final Payout Determination for 2022 Performance Units

    Final Payout Determination for 2022 Performance Units The 2022 performance units were earned at 70.6% of target, as follows:

  66. Final Payout Determination for 2022 Performance Units

    | Name | Target Number of Shares Granted | Shares Earned at End of Performance Period | Value When Earned(1) | | Cameron M. Bready | 20,108 | 14,196 | $1,590,804 | | Robert Cortopassi | — | — | — | | Joshua J. Whipple | — | — | — | | David L. Green | 10,293 | 7,267 | $814,340 | | Andréa Carter | — | — | — | | Shannon Johnston | — | — | — |

  67. Final Payout Determination for 2022 Performance Units

    (1) Reflects the total value based upon the closing share price of $112.06 on December 31, 2024. (2) Mr. Cortopassi, Mr. Whipple, Ms. Carter, and Ms. Johnston were not NEOs in 2022 at the time of the PSU grant. Refer to the “Outstanding Equity Awards table on page 79 for additional information on the 2022 PSUs earned by these NEOs.

  68. Employment Agreements

    Employment Agreements We are party to an employment agreement with each of our continuing 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.

  69. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee has 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 2024. At the request of the Compensation Committee and to provide context for the Compensation Committee’s compensation decisions made for 2024, 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 Chief Executive Officer’s pay relative to Company performance; • Advised on the framework of our long-term incentive plan; and • Attended Compensation Committee meetings, as requested by the committee, to discuss these items. All services performed for us by FWC during 2024 were related to executive compensation.

  70. Peer Group

    Peer Group 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. • Corpay, Inc. (f/k/a FleetCor Technologies, Inc.) • Intercontinental Exchange, Inc. • Intuit, Inc. • Mastercard Inc. • Paychex, Inc. • PayPal Holdings, Inc. • Salesforce.com, Inc. • TransUnion LLC • Verisk Analytics, Inc. • Workday, Inc. In 2024, FWC conducted a review based on the above criteria and recommended the removal of VMware LLC from and the addition of TransUnion LLC and Workday, Inc. to the peer group, effective for compensation decisions made in 2025. In connection with the Compensation Committee setting NEO compensation for 2024, 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.

  71. Role of Named Executive Officers

    Role of Named Executive Officers In 2024, 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 Chief Executive Officer in consultation with FWC. Mr. Bready did not participate in the Compensation Committee’s determination of his compensation.

  72. Policies and Practices Regarding Timing of Equity Grants

    Policies and Practices 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. While we do not have a formal written policy in place with regard to the timing of awards of equity in relation to the disclosure of material nonpublic information, the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed.

  73. Clawback Policy

    Clawback Policy The Compensation Committee has adopted a comprehensive Incentive Compensation Recovery Policy (Clawback Policy) in compliance with the mandatory provisions regarding incentive compensation as required by the NYSE rules. In addition, as provided in our equity award agreements, the Compensation Committee is authorized to recover additional types of compensation, including time-based restricted stock units and stock options, paid to all current and former executive officers in the event of an accounting restatement.

  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 2024, 2023, and 2022.

  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 Chief Executive Officer | 2024 | $1,000,000 | $10,606,595 | $3,437,548 | $1,942,000 | $189,552 | $17,175,695 | | | 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 | | Robert Cortopassi President and Chief Operating Officer | 2024 | $702,083 | $3,742,596 | $1,250,025 | $791,466 | $129,664 | $6,615,834 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Joshua J. Whipple Chief Financial Officer | 2024 | $737,500 | $3,548,554 | $1,150,003 | $859,335 | $102,110 | $6,397,502 | | | 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 | | David L. Green Chief Administrative Officer | 2024 | $685,000 | $2,545,616 | $825,007 | $798,162 | $114,064 | $4,967,849 | | | 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 | | Andréa Carter Chief Human Resources Officer | 2024 | $610,000 | $1,157,207 | $375,008 | $592,310 | $82,502 | $2,817,027 | | | 2023 | $581,250 | $1,584,324 | — | $468,800 | $90,899 | $2,725,273 | | | 2022 | — | — | — | — | — | — | | Shannon Johnston Former Chief Information Officer* | 2024 | $420,000 | $1,542,808 | $500,011 | $388,400 | $72,079 | $2,923,298 |

  76. Summary Compensation Table

    * Ms. Johnston departed the Company, effective September 14, 2024. (1) For 2024, Mr. Cortopassi’s salary reflects a partial year of service as (i) President, International and Vertical Markets of the Company and (ii) President and Chief Operating Officer. For 2023, Mr. Bready’s salary reflects a partial year of service as (i) President and Chief Operating Officer of the Company and (ii) President and Chief Executive Officer. For 2022, Mr. Whipple’s salary reflects a partial year of service as (i) Chief Strategy and Risk Officer of the Company and (ii) 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 at target. For 2024, Mr. Cortopassi’s amount reflects (i) a grant of 10,186 PSUs and 5,093 shares of restricted stock, which was granted in connection with his service as President, International Merchant Solutions and Vertical Markets, and (ii) a grant of 11,292 PSUs and 5,646 shares of restricted stock, which was granted in connection with his appointment as President and Chief Operating Officer. For 2023, Mr. Bready’s amount reflects (i) a grant of 30,433 PSUs and 15,217 shares of restricted stock, which was 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 was granted in connection with his appointment as President and Chief Executive Officer. In 2023, Ms. Carter received (i) 9,716 shares of restricted stock and (ii) a grant of 4,597 PSUs, 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 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 grant date fair value of the performance units granted in 2024, 2023 and 2022 was calculated using the Monte Carlo model. The calculation for the grant date fair value of the 2024 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 | | 3/1/2024 | 12/31/2026 | 2.83 years | 35.00% | 4.31% | 0.77% | | 8/8/2024 | 12/31/2026 | 2.40 years | 34.24% | 3.93% | 0.96% |

  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 2024, 2023, and 2022, for which an amount less than the maximum is reflected in the table above.

  79. Summary Compensation Table

    | | 2024 Performance Units | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Cameron M. Bready | $7,168,967 | $14,337,934 | | Robert Cortopassi | $1,110,794 | $2,221,588 | | Joshua J. Whipple | $2,398,428 | $4,796,855 | | David L. Green | $1,720,585 | $3,441,169 | | Andréa Carter | $782,158 | $1,564,316 | | Shannon Johnston | $1,047,742 | $2,085,483 |

  80. 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 | | Andréa Carter | $564,236 | $846,415 |

  81. Summary Compensation Table

    | | 2022 Performance Units | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Cameron M. Bready | $3,302,136 | $13,208,543 | | Joshua J. Whipple | $650,040 | $1,300,079 | | David L. Green | $1,690,316 | $6,761,266 |

  82. Summary Compensation Table

    (3) 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 the 2024 Form 10-K. For 2024, Mr. Cortopassi’s amount reflects (i) a grant of 12,174 options in connection with his service as President, International and Vertical Markets and (ii) a grant of 13,531 options which in connection with his appointment as President and Chief Operating Officer. For 2023, Mr. Bready’s amount reflects (i) a grant of 37,224 options in connection with his appointment as President and Chief Executive Officer and (ii) a grant of 36,514 options which were granted in connection with his service as President and Chief Operating Officer. This column reflects payouts approved by our Compensation Committee under our short-term incentive plan. For 2024, the amounts for Mr. Cortopassi were prorated based on actual performance for the months prior to and following his compensation changes in 2024 in connection with his appointment as President and Chief Operating Officer. In connection with the 2024 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 restricted stock awards having a grant date fair value equal to 50% of the 2024 payout under the short-term incentive plan, that vest one-year from the time of grant. For 2023, the amounts for Mr. Bready were prorated based on actual performance for the months prior to and following his compensation changes in 2023 in connection with his appointment as President and Chief Executive Officer. In connection with the 2023 payouts under the short-term incentive plan, each of our then-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 restricted stock awards 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 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 which the Compensation Committee reduced in its discretion, which resulted in each then-NEO receiving at-risk compensation in lieu of a defined cash amount. (5) “All Other Compensation” consists of the following:

  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 | $17,250 | $68,069 | $23,615 | $80,618 | — | $189,552 | | Robert Cortopassi | $17,250 | $56,005 | — | $56,409 | — | $129,664 | | Joshua J. Whipple | $17,250 | $37,969 | $19,035 | $27,856 | — | $102,110 | | David L. Green | $17,250 | $34,082 | $19,035 | $43,697 | — | $114,064 | | Andréa Carter | $17,250 | $24,951 | $19,035 | $21,266 | — | $82,502 | | Shannon Johnston | $17,250 | — | — | $29,392 | $25,437 | $72,079 |

  84. Summary Compensation Table

    (a) These perquisites and personal benefits consist of compensation related to personal usage of the Company airplane, Company-provided corporate housing, Company-sponsored executive health program, and attendance at Company-sponsored events for our NEOs. For Mr. Bready, $78,026 relates to personal plane usage. For Mr. Cortopassi, $53,857 relates to corporate housing. For Messrs. Whipple and Green, and Ms. Carter, $21,380, $41,107, and $15,495, respectively, relates to personal plane usage. 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. For compensation reporting purposes, we valued the cost of rent, utilities, and other household expenses. (b) Consists of a payment as of December 31, 2024, in connection with COBRA premiums for health care coverage.

  85. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth information concerning grants of plan-based awards during 2024 to the NEOs, all of which were made pursuant to our 2011 Incentive Plan.

  86. Grants of Plan-Based Awards in 2024

    | 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 | 1/1/2024 | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | | Performance units | 3/1/2024 | | | | 26,425 | 52,849 | 105,698 | | | | $7,168,967 | | Restricted shares | 3/1/2024 | | | | | | | 26,425 | | | $3,437,628 | | Stock options | 3/1/2024 | | | | | | | | 63,167 | $130.09 | $3,437,548 | | Robert Cortopassi | | | | | | | | | | | | | Cash | 8/1/2024 | $484,375 | $968,750 | $1,937,500 | | | | | | | | | Performance units | 3/1/2024 | | | | 5,093 | 10,186 | 20,372 | | | | $1,381,731 | | Performance units | 8/8/2024 | | | | 5,646 | 11,292 | 22,584 | | | | $1,110,794 | | Restricted shares | 3/1/2024 | | | | | | | 5,093 | | | $662,548 | | Restricted shares | 8/8/2024 | | | | | | | 5,646 | | | $587,523 | | Stock options | 3/1/2024 | | | | | | | | 12,174 | $130.09 | $662,509 | | Stock options | 8/8/2024 | | | | | | | | 13,531 | $104.06 | $587,516 | | Joshua J. Whipple | | | | | | | | | | | | | Cash | 1/1/2024 | $450,000 | $900,000 | $1,800,000 | | | | | | | | | Performance units | 3/1/2024 | | | | 8,841 | 17,681 | 35,362 | | | | $2,398,428 | | Restricted shares | 3/1/2024 | | | | | | | 8,841 | | | $1,150,126 | | Stock options | 3/1/2024 | | | | | | | | 21,132 | $130.09 | $1,150,003 | | David L. Green | | | | | | | | | | | | | Cash | 1/1/2024 | $417,000 | $834,000 | $1,668,000 | | | | | | | | | Performance units | 3/1/2024 | | | | 6,342 | 12,684 | 25,368 | | | | $1,720,585 | | Restricted shares | 3/1/2024 | | | | | | | 6,342 | | | $825,031 | | Stock options | 3/1/2024 | | | | | | | | 15,160 | $130.09 | $825,007 | | Andrea Carter | | | | | | | | | | | | | Cash | 1/1/2024 | $310,000 | $620,000 | $1,240,000 | | | | | | | | | Performance units | 3/1/2024 | | | | 2,883 | 5,766 | 11,532 | | | | $782,158 | | Restricted shares | 3/1/2024 | | | | | | | 2,883 | | | $375,049 | | Stock options | 3/1/2024 | | | | | | | | 6,891 | $130.09 | $375,008 | | Shannon Johnston* | | | | | | | | | | | | | Cash | 1/1/2024 | $300,000 | $600,000 | $1,700,000 | | | | | | | | | Performance units | 3/1/2024 | | | | 3,844 | 7,687 | 15,374 | | | | $1,042,742 | | Restricted shares | 3/1/2024 | | | | | | | 3,844 | | | $500,066 | | Stock options | 3/1/2024 | | | | | | | | 9,188 | $130.09 | $500,011 |

  87. Grants of Plan-Based Awards in 2024

    * Ms. Johnston departed the Company, effective as of September 14, 2024. 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 short-term 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. Mr. Cortopassi’s short-term incentive plan opportunities were established at the time of his appointment as a President and Chief Operating Officer of the Company. In connection with the 2024 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 restricted stock awards having a grant date fair value equal to 50% of the 2024 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 2024 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 March 1, 2024 performance units granted to Mr. Cortopassi were granted prior to his appointment as President and Chief Operating Officer. (3) This column reflects the number of restricted shares granted in 2024, 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 March 1, 2024 restricted stock granted to Mr. Cortopassi were granted prior to his appointment as President and Chief Operating Officer. (4) This column represents the number of stock options granted in 2024 that will vest in equal installments on each of the first three anniversaries of the grant date. The March 1, 2024 stock options granted to Mr. Cortopassi were granted prior to his appointment as President and Chief Operating Officer. This column represents the aggregate grant date fair value of equity awards granted in 2024, as further described in footnotes (2) and (3) to the Summary Compensation Table.

  88. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table provides the outstanding equity awards at December 31, 2024 for each of the NEOs. Ms. Johnston had no outstanding equity awards at December 31, 2024.

  89. Outstanding Equity Awards at December 31, 2024

    | | | 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 ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | 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 ($)(3) | | 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 | 20.136 | — | $196.06 | 2/22/2031 | — | — | — | — | | | 2/22/2022 | 18,651 | 9,326 | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | 12,171 | 24,343 | $113.12 | 2/21/2033 | — | — | — | — | | | 6/1/2023 | 12,408 | 24,816 | $98.84 | 6/1/2033 | — | — | — | — | | | 3/1/2024 | — | 63,167 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/22/2022 | — | — | — | — | 3,352 | $375,625 | — | — | | | 2/21/2023 | — | — | — | — | 10,145 | $1,136,849 | — | — | | | 6/1/2023 | — | — | — | — | 10,312 | $1,155,563 | — | — | | | 3/1/2024 | — | — | — | — | 31,856 | $3,569,783 | — | — | | | 2/22/2022 | — | — | — | — | — | — | 14,196(4) | $1,590,804 | | | 2/21/2023 | — | — | — | — | — | — | 60,866(5) | $6,820,644 | | | 6/1/2023 | — | — | — | — | — | — | 61,868(5) | $6,932,928 | | | 3/1/2024 | — | — | — | — | — | — | 105,698(6) | $11,844,518 | | Total | | 150,604 | 121,652 | | | 55,665 | $6,237,820 | 242,628 | $27,188,894 | | Robert Cortopassi | 3/1/2024 | — | 12,174 | $130.09 | 3/1/2034 | — | — | — | — | | | 8/8/2024 | — | 13,531 | $104.06 | 8/8/2034 | — | — | — | — | | | 2/22/2022 | — | — | — | — | 4,779 | $535,535 | — | — | | | 2/21/2023 | — | — | — | — | 3,832 | $429,414 | — | — | | | 8/4/2023 | — | — | — | — | 13,490 | $1,511,689 | — | — | | | 3/1/2024 | — | — | — | — | 7,015 | $786,101 | — | — | | | 8/8/2024 | — | — | — | — | 5,646 | $632,691 | — | — | | | 2/22/2022 | — | — | — | — | — | — | 6,753(4) | $756,741 | | | 2/21/2023 | — | — | — | — | — | — | 8,621(5) | $966,069 | | | 3/1/2024 | — | — | — | — | — | — | 20,372(6) | $2,282,886 | | | 8/8/2024 | — | — | — | — | — | — | 22,584(6) | $2,530,763 | | Total | | — | 25,705 | | | 34,762 | $3,895,430 | 58,330 | $6,536,459 | | Joshua J. Whipple | 2/21/2023 | 8,132 | 16,264 | $113.12 | 2/21/2033 | — | — | — | — | | | 3/1/2024 | — | 21,132 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/22/2022 | — | — | — | — | 4,779 | $535,535 | — | — | | | 8/4/2022 | — | — | — | — | 3,370 | $377,642 | — | — | | | 2/21/2023 | — | — | — | — | 6,778 | $759,543 | — | — | | | 3/1/2024 | — | — | — | — | 11,665 | $1,307,180 | — | — | | | 2/22/2022 | — | — | — | — | — | — | 6,753(4) | $756,741 | | | 2/21/2023 | — | — | — | — | — | — | 40,666(5) | $4,557,032 | | | 3/1/2024 | — | — | — | — | — | — | 35,362(6) | $3,962,666 | | Total | | 8,132 | 37,396 | | | 26,582 | $2,979,900 | 82,781 | $9,276,439 |

  90. Outstanding Equity Awards at December 31, 2024

    | | | 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 ($/sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | 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 ($)(3) | | David L. Green | 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 | 9,093 | — | $196.06 | 2/22/2031 | — | — | — | — | | | 2/22/2022 | 9,547 | 4,774 | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | 5,480 | 10,961 | $113.12 | 2/21/2033 | — | — | — | — | | | 3/1/2024 | — | 15,160 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/22/2022 | — | — | — | — | 1,716 | $192,295 | — | — | | | 2/21/2023 | — | — | — | — | 4,568 | $511,890 | — | — | | | 3/1/2024 | — | — | — | — | 8,972 | $1,005,402 | — | — | | | 2/22/2022 | — | — | — | — | — | — | 7,267(4) | $814,340 | | | 2/21/2023 | — | — | — | — | — | — | 27,406(5) | $3,071,116 | | | 3/1/2024 | — | — | — | — | — | — | 25,368(6) | $2,842,738 | | Total | | 64,947 | 30,895 | | | 15,256 | $1,709,587 | 60,041 | $6,728,194 | | Andréa Carter | 3/1/2024 | — | 6,891 | $130.09 | 3/1/2034 | | | | | | | 2/22/2022 | — | — | — | — | 10,661 | $1,194,672 | — | — | | | 2/21/2023 | — | — | — | — | 3,065 | $343,464 | — | — | | | 5/31/2023 | — | — | — | — | 3,413 | $382,461 | — | — | | | 3/1/2024 | — | — | — | — | 4,685 | $525,001 | — | — | | | 2/22/2022 | — | — | — | — | — | — | 4,676(4) | $523,993 | | | 2/21/2023 | — | — | — | — | — | — | 6,896(5) | $772,766 | | | 3/1/2024 | — | — | — | — | — | — | 11,532(6) | $1,292,276 | | Total | | — | 6,891 | | | 21,824 | $2,445,598 | 23,104 | $2,589,035 |

  91. Outstanding Equity Awards at December 31, 2024

    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) 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 vests in full on the third anniversary of the grant date. (3) Market value is calculated based on the closing price of our common stock on December 31, 2024 of $112.06. (4) Represents performance units granted during 2022. 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, 2024, 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, 2025, following the Compensation Committee’s certification of the performance results described above. In accordance with SEC rules, the number of performance units reflected in this table is based on actual achievement at the payout level of 70.6% based on actual adjusted EPS for 2022, 2023, and 2024, as modified based on actual TSR for the three year performance period. See the “Payout of 2022 Performance Units” section of the Compensation Discussion and Analysis on page 69 for additional information. The performance units granted to Mr. Cortopassi, 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 to other NEOs in 2022, but have a maximum payout of 200% and no TSR modifier, with a performance period ended December 31, 2024. In accordance with SEC rules, the number of these performance units reflected in the table is based on an actual achievement at the payout level of 141.3% based on actual adjusted EPS for 2022, 2023, 2024. (5) Represents performance units granted during 2023. These performance units are earned based on the same calculation as the performance units granted in 2022, 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 2024, 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 Mr. Cortopassi and Ms. Carter during 2023 were granted prior to their appointment as an executive officer of the Company. These performance units are earned based on the same calculation as the performance units granted in 2022, 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 2024, the assumed achievement shown in the table is at the maximum payout level of 150%. Represents performance units granted during 2024. These performance units are earned based on the same calculation as the performance units granted in 2022, with a performance period ending December 31, 2026. 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 2024, the assumed achievement shown in the table is at the maximum payout level of 200%, assuming no TSR modifier is applied.

  92. Stock Options Exercised and Stock Vested during 2024

    Stock Options Exercised and Stock Vested during 2024 The following table provides information on options exercised and stock awards that vested in 2024. The shares shown as acquired on exercise or on vesting represent shares of our common stock.

  93. Stock Options Exercised and Stock Vested during 2024

    | | 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 | — | — | 34,083 | $4,356,601 | | Robert Cortopassi | — | — | 19,102 | $2,281,661 | | Joshua J. Whipple | — | — | 18,419 | $2,315,513 | | David L. Green | 11,868 | $573,719 | 13,538 | $1,793,131 | | Andréa Carter | — | — | 10,774 | $1,374,828 | | Shannon Johnston* | — | — | 17,304 | $1,962,279 |

  94. Stock Options Exercised and Stock Vested during 2024

    * Ms. Johnston departed the Company as of September 14, 2024. (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 2021, except with respect to Ms. Johnston. (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 2024. In 2024, Ms. Johnston was the only NEO who 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 2024 | Company Contributions in 2024(1) | Aggregate Earnings (Losses) in 2024 | Withdrawals in 2024 | Aggregate Balance at December 31, 2024 | | Cameron M. Bready | — | $68,069 | $23,686 | — | $300,432 | | Robert Cortopassi | — | $56,005 | $17,263 | — | $146,792 | | Joshua J. Whipple | — | $37,969 | $51,567 | $(103,935) | $205,153 | | David L. Green | — | $34,082 | $14,320 | — | $198,288 | | Andréa Carter | — | $24,951 | $6,651 | — | $77,129 | | Shannon Johnston* | $65,769 | $33,860 | $4,530 | — | $116,175 |

  97. Non-Qualified Deferred Compensation Plan

    * Ms. Johnston departed the Company, effective as of September 14, 2024. The Company contribution was earned as of December 31, 2024 and will be deposited in the NEOs’ deferred compensation plan account in 2025. These contributions will be fully vested when deposited. 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. 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, 2024. 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 $112.06 closing price on December 31, 2024. 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 | 1,942,000 | 2,000,000 | — | — | — | | Other cash severance | 4,000,000 | 6,000,000 | — | — | — | | Restricted stock acceleration | 6,237,820 | 6,237,820 | 6,237,820 | 6,237,820 | — | | Stock option acceleration(2) | 328,068 | 328,068 | 328,068 | 328,068 | — | | Performance units | 10,241,220(3) | 17,539,407(3) | 14,389,849(4) | 18,475,108(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $24,790,153 | $35,146,340 | $20,955,737 | $25,040,996 | $— | | Robert Cortopassi | | | | | | | Base salary severance | $1,162,500 | $1,550,000 | $— | $— | $— | | Annual cash incentive bonus | 791,466 | 968,750 | — | — | — | | Other cash severance | 1,453,125 | 1,937,500 | — | — | — | | Restricted stock acceleration | 3,895,430 | 3,895,430 | 3,895,430 | 3,895,430 | — | | Stock option acceleration(2) | 72,160 | 108,248 | 108,248 | 108,248 | — | | Performance units | 2,126,656(3) | 4,016,903(3) | 3,807,575(4) | 4,397,122(5) | — | | COBRA | 41,219 | 41,219 | — | — | — | | Total | $9,542,556 | $12,518,050 | $7,811,253 | $8,400,800 | $— | | Joshua J. Whipple | | | | | | | Base salary severance | $1,125,000 | $1,500,000 | $— | $— | $— | | Annual cash incentive bonus | 859,335 | 900,000 | — | — | — | | Other cash severance | 1,350,000 | 1,800,000 | — | — | — | | Restricted stock acceleration | 2,979,900 | 2,979,900 | 2,979,900 | 2,979,900 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 3,629,316(5) | 6,060,205(5) | 5,016,590(5) | 6,373,300(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $9,984,596 | $13,281,150 | $7,996,490 | $9,353,200 | $— | | David L. Green | | | | | | | Base salary severance | $1,042,500 | $1,390,000 | $— | $— | $— | | Annual cash incentive bonus | 798,162 | 834,000 | — | — | — | | Other cash severance | 1,251,000 | 1,668,000 | — | — | — | | Restricted stock acceleration | 1,709,587 | 1,709,587 | 1,709,587 | 1,709,587 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 4,699,124(5) | 4,699,124(5) | 4,699,124 (5) | 4,699,124(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $9,541,418 | $10,341,756 | $6,408,711 | $6,408,711 | $— | | Andréa Carter | | | | | | | Base salary severance | $930,000 | $1,240,000 | $— | $— | $— | | Annual cash incentive bonus | 592,310 | 620,000 | — | — | — | | Other cash severance | 930,000 | 1,240,000 | — | — | — | | Restricted stock acceleration | 2,445,597 | 2,445,597 | 2,445,597 | 2,445,597 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 1,193,798(4) | 1,852,688(3) | 1,685,270(4) | 1,954,775(5) | — | | COBRA | 13,227 | 13,227 | — | — | — | | Total | $6,104,932 | $7,411,512 | $4,130,867 | $4,400,372 | $— |

  102. Potential Payments Table

    Assumes a change in control occurred on December 31, 2024, 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, Cortopassi, and Whipple (who are not yet eligible for retirement), the amounts reflect (i) the performance units granted in 2022, based on actual performance (including the TSR modifier for Mr. Bready), (ii) the performance units granted in 2023 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 2024 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, Cortopassi, 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 2022, and at target payout levels for the performance units granted in 2023 and 2024 (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 2022 and for the performance units granted in 2023 and 2024, 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. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR over the five most recently completed fiscal years for the Company, and the cumulative TSR for the S&P Financials Sector Index over the same period. * The line graph assumes the investment of $100 in our common stock and the peer group on December 31, 2019 and assumes reinvestment of all dividends.

  104. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  105. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EPS

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EPS The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EPS during the five most recently completed fiscal years.

  106. 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 2024, our last completed year: • The annual total compensation of the median employee was $62,410, which includes $16,623 in employer-provided health and welfare benefits; and • The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table presented earlier in this proxy, was $17,175,695. For estimating our CEO pay ratio, the annual total compensation of our Chief Executive Officer was $17,200,307, which includes $24,612 in employer-provided health and welfare benefits. Based on this information, for 2024, the ratio of the annual total compensation of the median employee to the annual total compensation of Mr. Bready, our Chief Executive Officer, was 276 to 1. 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, 2024, as our determination date. • We determined that, as of December 31, 2024, we had 27,006 employees working at the Company and its consolidated subsidiaries. • As is permitted under SEC rules, we eliminated 1,242 global employees (approximately 4.60% 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.

  107. CEO Pay Ratio

    | Country | # of Employees | Country | # of Employees | Country | # of Employees | | Austria | 31 | Israel | 11 | Singapore | 26 | | Bermuda | 3 | Italy | 1 | Slovakia | 52 | | Brazil | 201 | Macao | 6 | Sri Lanka | 25 | | Chile | 87 | Malaysia | 92 | Taiwan | 59 | | Gibraltar | 18 | Malta | 24 | Turkey | 39 | | Greece | 144 | Netherlands | 156 | United Arab Emirates | 61 | | Hong Kong | 133 | New Zealand | 9 | | | | Hungary | 39 | Romania | 25 | | |

  108. 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 25,764 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 2023. Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in the United States.

  109. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards under the Prior Plans and shares available for future awards under the 2011 Plan as of December 31, 2024 (and without giving effect to approval of the 2025 LTIP under this proposal):

  110. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Prior Plans(1) | | Total shares underlying outstanding stock options | 778,000 | | Total shares underlying outstanding unvested time-based full value awards | 1,626,000 | | Total shares underlying outstanding unvested performance-based full value awards(2) | 626,000 | | Total shares underlying all outstanding awards | 3,030,000 | | Weighted average exercise price of outstanding stock options | $112.91 | | Weighted average remaining contractual life of outstanding stock options | 5.52 years | | Total shares currently available for grant of new awards as of December 31, 2024(3) | 6,623,550 | | Common Stock outstanding as of December 31, 2024 | 248,708,899 | | Market price of Common Stock as of December 31, 2024 | $112.06 |

  111. Key Data Relating to Outstanding Equity Awards and Shares Available

    (1) If our shareholders approve the 2025 LTIP, no further equity awards will be granted under the Prior Plans from and after the effective date of the 2025 LTIP. (2) Assumes performance-based awards will vest and pay out based on target performance levels being achieved. (3) Reflects shares available for issuance under the 2011 Plan. The Assumed Plans remain operative only to govern awards outstanding thereunder; no further grants or awards may be made under the Assumed Plans.