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

DEF 14A of Global Payments Inc

Filed Mar 17, 2026 · FY20250001104659-26-029453

Open on EDGAR

  1. 2026 Director Nominees Overview

    2026 Director Nominees Overview In accordance with the Company’s charter and bylaws, members of our board stand for election each year. On September 24, 2025, the Board of Directors of the Company increased the size of our board from ten to twelve directors and appointed Patricia “Patty” Watson and Archana “Archie” Deskus as new directors of the Company. On February 16, 2026, the Board of Directors of the Company increased the size of our board from twelve to thirteen directors and appointed Vivek Sankaran as a new director of the Company. Mr. Sankaran’s appointment was effective February 19, 2026. As determined by our board and consistent with the recommendation of our Governance and Nominating Committee, twelve directors will stand for election at the 2026 annual meeting. Mr. Baldwin will continue as a director through the 2026 annual meeting, when his current term expires. Our board thanks Mr. Baldwin for his years of service and dedication to our board and for his many contributions to the Company. Our board approved a reduction in the number of directors constituting our board from thirteen to twelve members to take effect immediately following the closing of the polls for the election of directors at the 2026 annual meeting.

  2. 2026 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | | | M. Troy Woods | 6.5 Years | Independent Chair of the Board | Yes | | | Cameron M. Bready | 3 Years | Chief Executive Officer, Global Payments Inc. | No | | | F. Thaddeus Arroyo | 6.5 Years | Former Chief Strategy & Development Officer, AT&T, Inc. | Yes | | | John G. Bruno | 12 Years | Chief Executive Officer, National Veterinary Associates | Yes | | | Archana Deskus | 0.5 Years | Former Chief Information Officer, Paypal Holdings, Inc. | Yes | | | Joia M. Johnson | 6.5 Years | Former Chief Administrative Officer, Hanesbrands Inc. | Yes |

  3. 2026 Director Nominees Overview

    | | Name | Tenure | Principal Occupation | Non- Employee | | | Kirsten M. Kliphouse | 2.5 Years | Former President of Google Cloud Americas | Yes | | | Connie D. McDaniel | 6.5 Years | Chair of the Board, Virtus Mutual Fund Family | Yes | | | Joseph H. Osnoss | 3.5 Years | Managing Partner, Silver Lake | Yes | | | William B. Plummer | 9 Years | Former Chief Financial Officer, United Rentals Inc. | Yes | | | Vivek Sankaran | < 0.5 Years | Former President and Chief Executive Officer, Albertsons Companies, Inc. | Yes | | | Patricia A. Watson | 0.5 Years | Former Chief Information and Technology Officer, NCR Atleos | Yes |

  4. Director Nominee Committee Composition

    Director Nominee Committee Composition

  5. ◦ Member • Chair

    ◦ Member • Chair

  6. ◦ Member • Chair

    | | Audit | Compensation | Governance | Technology | Integration | | Troy Woods | | | | | ◦ | | Cameron Bready | | | | | • | | Thaddeus Arroyo | | | ◦ | • | | | John Bruno | | • | | ◦ | | | Archana Deskus | | | | ◦ | ◦ | | Joia Johnson | | ◦ | ◦ | | | | Kirsten Kliphouse | | | ◦ | ◦ | | | Connie McDaniel | ◦ | | • | | | | Joe Osnoss | | ◦ | | | ◦ | | William Plummer | • | | | | | | Vivek Sankaran | ◦ | ◦ | | | | | Patricia Watson | ◦ | | | | ◦ |

  7. Director Nominee Demographics

    Director Nominee Demographics Represents independent director nominees

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

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

  9. 2026 Nominees for Directors

    2026 Nominees for Directors In accordance with the Company’s charter and bylaws, members of our Board stand for election each year. On September 24, 2025, the board increased the size of our board from ten to twelve directors and appointed Patricia “Patty” Watson and Archana “Archie” Deskus as new directors of the Company. On February 16, 2026, the board increased the size of our board from twelve to thirteen directors and appointed Vivek Sankaran as a new director of the Company. Mr. Sankaran’s appointment was effective February 19, 2026. As determined by our board and consistent with the recommendation of our Governance and Nominating Committee, twelve directors will stand for election at the 2026 annual meeting. Mr. Baldwin will continue as a director through the 2026 annual meeting, when his current term expires. Our board has approved a reduction in the number of directors constituting our board from thirteen to twelve members, effective immediately following the closing of the polls for the election of directors at the 2026 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 experiences that led our board to conclude that each nominee is qualified to serve as a member of our board. All biographical information below is as of the date hereof. For information on the factors our board considers when evaluating candidates for nomination, see “Board and Corporate Governance — Board Membership Criteria” on page 42.

  10. 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 our board. If the tendered resignation does not expressly require acceptance by our board, the resignation will become effective immediately, or upon the date set forth in the resignation, and there will be a vacancy on our board upon the effective date of the resignation. If the tendered resignation specifies that it is not effective until accepted by our board, our board has the discretion to accept or reject the resignation. In such a case, our Governance and Nominating Committee will promptly consider the tendered resignation and recommend to our board whether to accept or reject the tendered resignation. The Company will publicly disclose our 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.

  11. Election Process

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

  12. Director Nominee Biographies

    Director Nominee Biographies

  13. Director Nominee Biographies

    | | M. Troy Woods Independent Chair of the Board | | | | | Age: 751 | Committee(s): • Integration | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Prior 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 | | | | Top Skills and Qualifications: • Industry Knowledge and Experience. Mr. Woods brings extensive knowledge and expertise in payments and financial services through a 30-year career at Total System Services, Inc. (TSYS), which merged with Global Payments in 2019. As former CEO of TSYS, Mr. Woods brings a deep understanding of public company leadership and the business and operations of the payment technology industry. • Leadership and Senior Management Experience. Mr. Woods has significant experience leading and managing large corporations having served in executive-level positions, including CEO, at TSYS prior to its merger with Global Payments. • Strategic Planning and Mergers and Acquisitions. Mr. Woods has extensive and valuable core business knowledge and experience in strategic planning, business development and mergers and acquisitions, with a strong ability to evaluate integration plans, which he gained from successfully overseeing global strategy, expansion efforts, and performance at TSYS. 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) | | |

  14. Director Nominee Biographies

    Mr. Woods was nominated by our board prior to his 75th birthday, in accordance with the Company’s Corporate Governance Guidelines.

  15. Director Nominee Biographies

    | | Cameron M. Bready Chief Executive Officer | | | | | Age: 54 | Committee(s): • Integration (Chair) | Current Public Company Directorship(s): • Crawford & Company | | | Director Since: 2023 | Prior 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, and formerly President of the Board) • 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, and formerly Vice Chairman) • Member of the Business Roundtable (since 2023) | | | | Top Skills and Qualifications: • Leadership and Senior Management Experience. Mr. Bready brings a demonstrated breadth and depth of management and leadership experience, providing a deep understanding of market dynamics and organizational management, having led at the highest levels as a senior executive at Global Payments and ITC Holdings Corp. • Accounting and Finance. In addition to his strategic vision, Mr. Bready has significant background in accounting and finance having previously served as Chief Financial Officer of ITC Holdings Corp. and Global Payments. While serving as CFO of Global Payments, Mr. Bready was recognized for his financial leadership, vision and execution. • Industry Knowledge and Experience. Mr. Bready provides extensive knowledge of the payments and financial services industries, as well as a deep and comprehensive understanding of the Company’s customers and service offerings, derived from his extensive experience in current and former financial, operational and strategic roles. A noted leader in the payments industry, Mr. Bready has served as a member of the board of the directors of the Electronic Transaction Association, including as President of the Board. Career Highlights: • Chief Executive Officer of Global Payments (since June 2023) • Former 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) • Former Senior Executive Vice President and Chief Financial Officer of Global Payments (2014 – 2019) • Former Executive Vice President and Chief Financial Officer, ITC Holdings Corp., a publicly-traded independent electric transmission company (2012 – 2014) | | |

  16. Director Nominee Biographies

    | | F. Thaddeus Arroyo Independent Director | | | | | Age: 62 | Committee(s): • Technology (Chair) • Governance and Nominating | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Prior 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 women in computing • Member, executive advisory board, SMU Cox School of Business | | | | Top Skills and Qualifications: • Cybersecurity and Information Security. Mr. Arroyo brings substantial experience managing information security, cybersecurity, and technology-related risks as a former CIO. As a former executive at AT&T, Mr. Arroyo brings a thoughtful approach balancing global risk management while leading technological initiatives. • Technology, Digital Transformation and Innovation. Mr. Arroyo brings significant experience in technology and digital innovation. Having served as both CIO and Chief Strategy and Development Officer at AT&T, Mr. Arroyo has expertise in transforming technology strategy and leading digital innovation. • Strategic Planning and Mergers and Acquisitions. Mr. Arroyo brings substantial expertise in developing and executing business strategies, strategic planning and mergers and acquisitions. In his service as Chief Strategy and Development Officer at AT&T, Mr. Arroyo led business development plans and strategic integration projects to foster growth and development. Career Highlights: • Former Chief Strategy and Development Officer of AT&T, Inc., a Fortune 100 company and leading global telecommunications company, where he oversaw corporate strategy, corporate development, venture investments and business development (2022 – 2026) • Former 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) | | |

  17. Director Nominee Biographies

    | | John G. Bruno Independent Director | | | | | Age: 61 | Committee(s): • Compensation (Chair) • Technology | Current Public Company Directorship(s): • Xerox Holdings Corp. | | | Director Since: 2014 | Prior Public Company Directorships in the Past Five Year(s): • Valor Latitude Acquisition Corp. | | | | Top Skills and Qualifications: • Leadership and Senior Management Experience. Mr. Bruno brings extensive experience leading large corporations and multinational businesses. In his current role as CEO of National Veterinary Associates and across his prior roles as President and COO at Xerox, CEO of Storm Ventures, and COO at Aon, Mr. Bruno has driven growth and development, built and realized strategic plans, and optimized shareholder value. • Human Capital Management. A forward-looking and strategic executive, Mr. Bruno brings substantial experience leading teams of employees, recruiting and retaining talent, and developing strategies to identify and compensate leaders. Mr. Bruno provides an experienced approach to talent management to our Compensation Committee. • Technology, Digital Transformation and Innovation. Mr. Bruno brings significant experience leading complex technology and business transformations and pursuing innovation in digital environments. In his roles at Xerox and Aon, Mr Bruno led strategic technology initiatives to drive growth and innovation and chaired the Integration Committee (Xerox). Career Highlights: • Chief Executive Officer, National Veterinary Associates (2025 – present) • Former President and Chief Operating Officer, Xerox Holdings Corp., a Fortune 500 company (2022 – 2025) • Former 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) | | |

  18. Director Nominee Biographies

    | | Archana Deskus Independent Director | | | | | Age: 60 | Committee(s): • Technology • Integration | Current Public Company Directorship(s): • Cognizant | | | Director Since: 2025 | Prior Public Company Directorships in the Past Five Year(s): • None • Select Professional and Community Contributions: • Director, East West Bank (Oct. 2019 – Present) • Director, East West Bancorp, Inc., (Oct. 2019 – Present) • Former Director, Datastax (Aug. 2022 – May 2025) • Board member for the non-profit Junior Achievement of Southeast Texas • Advisory board member for the Data Science Institute of the University of Houston | | | | Top Skills and Qualifications: • Technology, Digital Transformation and Innovation. Ms. Deskus has significant experience working in technology, anticipating technological trends and generating disruptive innovation, having led enterprise-wide technology digital transformation initiatives to accelerate growth, operational excellence, and productivity at multiple companies including Paypal, Intel, Hewlett Packard, and Baker Hughes. • Cybersecurity and Information Security. Ms. Deskus brings extensive experience identifying and managing cybersecurity and information security risks. As the former Chief Information Officer or Chief Technology Officer at Paypal, Intel, Hewlett Packard and Baker Hughes, Ms. Deskus has led global risk management teams in mitigating technology security risks. • Public Company Experience. Ms. Deskus brings a developed understanding of the financial, technological and operational issues that are unique to public companies. Having served in executive roles at multiple public companies, including Paypal, Intel, and Hewlett Packard, she brings deep experience advancing public companies’ growth and development. Career Highlights: • Former EVP, Chief Technology Officer (2023 – 2024); EVP, Chief Information Officer, Paypal (2022 – 2023) • Former SVP, Chief Information Officer, Intel Corporation (2020 – 2022) • Former SVP, Chief Information Officer, Hewlett Packard Enterprise (2017 – 2020) • Former VP, Chief Information Officer, Baker Hughes (2013 – 2017) | | |

  19. Director Nominee Biographies

    | | Joia M. Johnson Independent Director | | | | | Age: 66 | Committee(s): • Compensation • Governance and Nominating | Current Public Company Directorship(s): • Regions Financial Corporation • Sylvamo Corporation • Brown & Brown, Inc. | | | Director Since: 2019 | Prior 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 • Board member and Chair of the Atlanta Historical Society, Inc. • Board member, Treasurer and Chair of the Finance Committee of the Atlanta Symphony Orchestra • Board member and Executive Committee member of the Atlantic Council, a foreign policy think tank • Board member of Grady Memorial Hospital Corporation | | | | Top Skills and Qualifications: • Risk Management. Ms. Johnson brings extensive experience identifying and navigating complex legal, regulatory and operational risks. As a former General Counsel and legal executive, Ms. Johnson provides a balanced approach and focuses on managing enterprise risks while pursuing innovation. • Human Capital Management. Ms. Johnson brings substantial human capital management experience encompassing recruitment, retention, succession planning for key roles, and development and compensation matters for employees, including for employees with diverse skills and backgrounds, which she gained through her leadership roles as Chief Administrative Officer and General Counsel for Hanesbrands and the General Counsel for RARE Hospitality International, Inc. • Regulatory Compliance. Ms. Johnson brings extensive experience navigating complex legal and regulatory landscapes and managing regulatory compliance obligations. As a former General Counsel of publicly traded companies, Ms. Johnson brings focus to legislative and regulatory trends, and understands the importance of a corporate culture that has a compliance-focused mindset. Career Highlights: • Former Chief Administrative Officer (2016 – 2021) and General Counsel and Secretary (2007 – 2021), Hanesbrands, Inc., a publicly traded marketer of innerwear and activewear apparel • Former Executive Vice President, General Counsel and Corporate Secretary, RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator (2001 – 2007) • Member of the board of directors of Novant Health, a private network of clinics, outpatient services and hospitals | | |

  20. Director Nominee Biographies

    | | Kirsten M. Kliphouse Independent Director | | | | | Age: 59 | Committee(s): • Governance & Nominating • Technology | Current Public Company Directorship(s): • Labcorp Holdings Inc. (LabCorp.) | | | Director Since: 2023 | Prior Public Company Directorship(s) in the Past Five Years: • Dun & Bradstreet (2023 – 2025) • Vimeo, Inc. (2025) Select Professional and Community Contributions: • Recipient of the Founders Award for superior leadership and contributions to Microsoft, Inc. | | | | Top Skills and Qualifications: • Cybersecurity and Information Security. Ms. Kliphouse brings strong cybersecurity, global incident response, and information technology experience gained through her role as President of Google Cloud Americas, as well as her prior executive roles at Red Hat, Inc., and Microsoft. Ms. Kliphouse is a leader in the field of cybersecurity oversight and is certified by the National Association of Corporate Directors. • Technology, Digital Transformation and Innovation. Ms. Kliphouse brings significant experience working in technology, resulting in deep knowledge of how to anticipate technological trends and generate disruptive innovation, having delivered growth, digital transformation and innovation to several of the world’s largest global organizations, including Google and Microsoft. • Global Business Experience. Ms. Kliphouse has a strong depth and breadth of international experience and a keen understanding of the cultures of countries outside the United States, especially within the technology sector and in the context of multinational expansion, executing mergers and acquisitions and business development plans, which she gained through her leadership roles as President of Google Cloud Americas, Senior Vice President and General Manager of Red Hat, CEO of Yardarm Technologies, and Corporate Vice President of Microsoft. Career Highlights: • Former President of Google Cloud Americas (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 customer services, support and success of Microsoft (1991 – 2016) | | |

  21. Director Nominee Biographies

    | | Connie D. McDaniel Independent Director Former Lead Independent Director | | | | | Age: 67 | Committee(s): • Governance and Nominating (Chair) • Audit | Current Public Company Directorship(s): • None | | | Director Since: 2019 | Prior 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) | | | | Notable Skills and Qualifications: • Accounting and Finance. Ms. McDaniel brings extensive experience in corporate finance, financial accounting, and financial management, having served as Vice President, Global Finance Transformation and Vice President, Controller at The Coca-Cola Company. Across her career, she has led initiatives to elevate global financial capabilities, strengthen financial integrity and enhance operational efficiencies. • Public Company Experience. Ms. McDaniel brings significant understanding of the financial and reporting requirements of public companies and experience navigating the strategic and operational challenges that are unique to public companies. Across her career as a finance and audit executive at The Coca-Cola Company, she led with a focus on promoting and protecting the company’s public image, reputation and brand. • Regulatory Compliance. Ms. McDaniel brings strong experience navigating complex legal and regulatory issues, compliance obligations, and governmental policies in multiple jurisdictions, including while serving as the Chief of Internal Audit at The Coca-Cola Company where she led global risk assessments and audit oversight, while navigating financial, legal, and regulatory risks. Career Highlights: • Chair of the board of the Virtus Mutual Funds Board (since 2025, member of the board since 2017) • 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) | | |

  22. Director Nominee Biographies

    | | Joseph H. Osnoss Independent Director | | | | | Age: 48 | Committee(s): • Compensation • Integration | Current Public Company Directorship(s): • EverCommerce Inc. • First Advantage Corporation (Chair of the Board) | | | Director Since: 2022 | Prior Public Company Directorship(s) in the Past Five Years: • Global Blue Group Holding AG • 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 | | | | Top Skills and Qualifications: • Public Company Experience. Mr. Osnoss brings significant experience navigating the issues commonly faced by public companies. As a current and former director of numerous public companies including EverCommerce Inc., First Advantage Corporation, and Global Blue Group Holding AG, Mr. Osnoss brings a breadth of experience to anticipating and navigating the financial, operational and strategic considerations unique to public companies. • Strategic Planning and Mergers and Acquisitions. Mr. Osnoss brings substantial experience in planning and executing mergers and acquisitions and in realizing the benefits of transactions through well-developed strategy and integration planning. In his executive-level roles at Silver Lake and his prior experience at Goldman, Sachs & Co., he has optimized business development opportunities through strategic planning and vision. • Technology, Digital Transformation and Innovation. Mr. Osnoss also brings a background and experience working in technology and understands how to anticipate technological trends and generate disruptive innovation, which he gained through his executive-level roles at Silver Lake and his prior experience at Goldman Sachs. As a leader of a global technology investment firm, he brings substantial expertise in identifying opportunities for technological growth, investment and innovation. Career Highlights: • Managing Partner, Silver Lake, a global technology investment firm (since 2019), and other roles since 2002 • Former Investment Banker, Goldman, Sachs & Co. | | |

  23. Director Nominee Biographies

    | | William B. Plummer Independent Director | | | | | Age: 67 | Committee(s): • Audit (Chair) | Current Public Company Directorship(s): • Waste Management Inc. | | | Director Since: 2017 | Prior 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 | | | | Top Skills and Qualifications: • Accounting and Finance. Mr. Plummer has extensive financial and accounting expertise, with significant experience in corporate finance, financial accounting, and financial management, which he acquired through his service as Chief Financial Officer of United Rentals, Inc. and Dow Jones & Company, and enables him to provide strong leadership and informed oversight of the Company’s operational performance, financial reporting processes, and strategic development initiatives. • Public Company Experience. Mr. Plummer brings significant experience managing the financial responsibilities, reporting requirements and audit framework of public companies, which he developed through his service as Chief Financial Officer of United Rentals and Dow Jones & Company. • Risk Management. Mr. Plummer has extensive experience managing and mitigating financial and operational risks. As a former CFO of Dow Jones & Company and United Rentals Inc., he brings a keen understanding of the importance of global risk management to our Audit Committee. Career Highlights: • Director of Imperial Bag & Paper (dba Imperial Date), Inc., a privately held food service distribution company (since 2024) • Director of Venture Metals, Inc., a privately held metal recycling company (since 2019) • Former Chairman of the board of Cisco Equipment, a privately held equipment solutions provider and rental company (2019 – 2021) • Former 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) | | |

  24. Director Nominee Biographies

    | | Vivek Sankaran Independent Director | | | | | Age: 63 | Committee(s): • Audit • Compensation | Current Public Company Directorship(s): • None | | | Director Since: 2026 | Prior Public Company Directorship(s) in the Past Five Years: • Albertsons Companies, Inc. (2019 – 2025) Select Professional and Community Contributions: • Serves on the board of Guardian Life Insurance Company of America, a mutual insurance company offering a comprehensive range of protection and financial wellness products | | | | Top Skills and Qualifications: • Leadership and Senior Management Experience. Mr. Sankaran brings extensive breadth and depth of management experience through his roles as CEO at Albertsons Companies and Frito-Lay North America and his other executive-level roles at PepsiCo and Frito-Lay. Mr. Sankaran provides a seasoned approach to guiding and driving growth within large corporations. • Global Business Experience. Mr. Sankaran has significant experience with multinational businesses in international markets gained as an executive at PepsiCo and as a partner at McKinsey & Co. Mr. Sankaran understands the challenges and opportunities of leading corporations that operate across different corporate cultures. • Human Capital Management. Mr. Sankaran has strong experience managing employee workforces, and as a former chief executive officer, he understands the critical role of recruiting, compensating, and retaining talent in an organization. Career Highlights: • Former President and Chief Executive Officer, Albertsons Companies, Inc. (2019 – 2025) • Former Chief Executive Officer, PepsiCo Foods N.A. (2019 – 2019) • Former President and Chief Operating Officer, Frito Lay N.A. (2016 – 2019) • Former Chief Commercial Officer, PepsiCo N.A. (2014 – 2016) • Former Chief Customer Officer, Frito-Lay N.A. (2012 – 2014) • Former Senior Vice President, South Division, Frito-Lay N.A. (2011 – 2012) • Former Chief Strategy Officer, Global, PepsiCo (2009 – 2011) • Former Partner, North American Retail Practice Leadership and Co-Lead, Purchasing & Supply Management Practice, N.A., McKinsey & Company Inc. (1993 – 2008) | | |

  25. Director Nominee Biographies

    | | Patricia A. Watson Independent Director | | | | | Age: 59 | Committee(s): • Audit • Integration | Current Public Company Directorship(s): • Southwest Airlines • Rockwell Automation | | | Director Since: 2025 | Prior Public Company Directorship(s) in the Past Five Years: • Texas Capital Bancshares Select Professional and Community Contributions: • Served on the boards of USAA Federal Savings Bank and Texas Capital Bancshares • Captain, U.S. Air Force, serving as a contracting and acquisition officer, delivering aircraft technology systems, Flight Commander, and as a director of operations | | | | Top Skills and Qualifications: • Industry Experience. Ms. Watson has extensive experience leading payments and financial services companies as a former executive at NCR Atleos, NCR Corporation, Total System Services (TSYS) and Bank of America. Ms. Watson brings deep knowledge and understanding of payment processing and its position within financial services and consumer commerce. • Risk Management. Ms. Watson brings extensive experience identifying and managing technology and security risks. Across her roles as Chief Information Officer at TSYS and NCR, Ms. Watson has overseen the monitoring and management of global risks that can impact organizations. • Cybersecurity and Information Security. Ms. Watson brings a wealth of experience and knowledge in cybersecurity and information security, including in the area of global risk management, which she gained while serving in numerous senior technology roles, including as Chief Information Officer of NCR Corporation, President of Cloud Collaboration and Enterprise Collaboration at Intrado Corporation, Global Chief Information Officer at Total Systems Services, and Chief Information Officer at The Brink’s Company. Career Highlights: • Former EVP, Chief Information and Technology Officer at NCR Alteos Corporation (2023 – 2024) • Former Chief Information Officer of NCR Corporation (2022 – 2023) • Former President of Cloud Collaboration and Enterprise Collaboration, Intrado Corporation (2020 – 2022) • Former Global Chief Information Officer at Total System Services (TSYS) (2015 – 2019) • Held senior technology leadership roles at Bank of America and served as CIO of The Brink’s Company | | |

  26. 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.

  27. 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 board and committee leadership positions) and an annual stock retainer. The following table describes each applicable element of director compensation for the shareholder year beginning in April 2025.

  28. 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 | | 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 |

  29. 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. None of our directors participated in our Non-Qualified Deferred Compensation Plan in 2025.

  30. 2025 Director Compensation Table

    2025 Director Compensation Table The following table summarizes the compensation of our independent directors during 2025.

  31. 2025 Director Compensation Table

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

  32. 2025 Director Compensation Table

    Represents basic and supplemental cash retainers earned during 2025. 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 our board, as applicable) and are considered fully earned when paid. (2) Represents the aggregate grant date fair value of awards of stock granted on April 30, 2025 (and, in the case of Archana Deskus and Patricia A. Watson, on the date of their appointment), all of which were fully-vested on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The amount shown in this column is based on the closing price of our common stock on the applicable grant date. None of our independent directors had any unvested stock awards outstanding as of December 31, 2025. (3) Reflects prorated payments for partial year service based on Ms. Deskus’s and Ms. Watson’s appointment on September 24, 2025. The following table reflects the stock options for each independent director that were outstanding as of December 31, 2025.

  33. 2025 Director Compensation Table

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

  34. 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. None of our directors participated in our Non-Qualified Deferred Compensation Plan in 2025. 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).

  35. Compensation Discussion and Analysis

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

  36. 2025 Executive Summary

    2025 Executive Summary 2025 was a pivotal year for Global Payments, characterized by decisive strategic actions that strengthened our competitive position and accelerated our transformation into a focused merchant solutions leader. We achieved our financial targets for the year, as discussed in greater detail in the Compensation Discussion and Analysis under Performance Metrics for Short-Term Incentive, while also positioning our organization to execute on a simplified strategy to deliver long-term sustainable performance, including by: • Entering into, and completing in January 2026, definitive agreements to acquire Worldpay and divest Issuer Solutions, resulting in strengthened capabilities and scale across payment technology and software solutions for merchants of all sizes. • Launching our next-generation Genius platform, building exceptional market resonance and reinforcing Genius as a flagship innovation and platform. • Aligning our brand identity across assets and go-to-market activities, including unifying POS businesses under the Genius brand. • Divesting Heartland Payroll and returning $500 million of the proceeds to shareholders as part of our effort to accelerate value creation and emphasize the markets where we are best positioned to compete and win. • Returning $1.5 billion of capital to shareholders through share repurchases and dividends. • Expansion of our international reach through key international partnerships and joint ventures. • Operational cost optimization and margin expansion efforts. • Investing in AI-driven innovation in fraud prevention, customer experience, and unified commerce back-end integration for omnichannel experiences. • Strengthening our governance through board refreshment.

  37. 2025 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. | 68 | | Short-Term Cash Incentives | Annual Cash Incentives | Our annual short-term performance plan rewards short-term Company performance, while aligning the interests of our NEOs with those of our shareholders. Our annual cash incentives are based on annual financial performance objectives established by our Compensation Committee. Final payout is based on our Compensation Committee’s analysis and certification of the Company’s performance against the pre-established goals. | 68 | | Long-Term Equity Incentives | Performance Stock Units (PSUs) | PSUs vest after a three-year performance period, based on EPS and relative total shareholder return (TSR) results. PSUs incentivize the achievement of long-term performance objectives and share price performance to align our NEOs’ economic interests with those of our shareholders. | 72 | | | 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. | 73 | | | 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. | 73 |

  38. Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation

    Effect of Most Recent Shareholder Say-On Pay Advisory Vote on Executive Compensation At the 2025 annual meeting of shareholders, approximately 85% of the votes cast on our say-on-pay proposal supported our 2024 NEO compensation program. We believe these results reflect investor support for our overall compensation philosophy and decisions. Nevertheless, our Compensation Committee regularly reviews the NEO compensation program to ensure it remains competitive and aligned with our shareholders’ interests. In 2025, the Committee added a third financial metric to our short-term incentive plan based on the adjusted operating income benefit of the significant transformation initiative we undertook in 2024 and continued through 2025. Our short-term incentive plan for 2025 included financial performance goals related to adjusted net revenue (40%), adjusted operating margin (40%), and transformation adjusted operating income benefit (20%). Our Compensation Committee regularly seeks to review the compensation program with key stakeholders.

  39. Summary of 2025 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 | $1,100,000 | 7% | $2,200,000 | 11% | $16,000,000 | 82% | $19,300,000 | | Robert M. Cortopassi | $775,000 | 10% | $968,750 | 13% | $5,750,000 | 77% | $7,493,750 | | Joshua J. Whipple | $750,000 | 11% | $900,000 | 13% | $5,350,000 | 76% | $7,000,000 | | Ryan J. Loy(2) | $625,000 | 13% | $625,000 | 13% | $3,500,000 | 74% | $4,750,000 | | David L. Green | $695,000 | 12% | $834,000 | 15% | $4,050,000 | 73% | $5,579,000 |

  40. Summary of 2025 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. Loy was appointed an executive officer, effective May 1, 2025.This table reflects Mr. Loy’s target compensation on an annualized basis and excludes his one-time sign-on awards connected to his hiring. See the Summary Compensation Table on page 80 for more details. The annual compensation program also includes other benefits, including limited perquisites and non-qualified deferred compensation, as described below.

  41. Short-Term Incentive Plan

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

  42. Target Bonus Opportunities

    Target Bonus Opportunities In 2025, 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. Our Compensation Committee considers adjustments to target bonus opportunities on an annual basis and may do so more frequently upon a change in circumstances. Our Compensation Committee did not make any adjustments to the NEOs’ bonus targets for 2025.

  43. Target Bonus Opportunities

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

  44. Target Bonus Opportunities

    (1) Mr. Bready received a base salary increase effective July 1, 2025. This table reflects Mr. Bready’s target bonus opportunity on an annualized basis. (2) Mr. Loy was appointed an executive officer, effective May 1, 2025. Accordingly, his target bonus opportunity for 2024 is not reflected in this table. This table reflects Mr. Loy’s target bonus opportunity on an annualized basis.

  45. Performance Metrics for Short-Term Incentive

    Performance Metrics for Short-Term Incentive In 2024, the Company undertook a significant transformation initiative, initiating a holistic review of our business to examine our strategy, our operational fitness, and our ability to deliver sustainable performance. Accordingly, for 2025, the Committee added a third financial metric to our short-term incentive plan based on the adjusted operating income benefit of our transformation. Our short-term incentive plan for 2025 thus included financial performance goals related to adjusted net revenue (40%), adjusted operating margin (40%), and transformation adjusted operating income benefit (20%). We chose these measures because we believe they motivate our executives to drive Company growth and profitability consistent with our strategic objectives. For each of these separately calculated performance metrics, each NEO could earn from 0% to 200% of the target opportunity. See Appendix A to this proxy statement for a description of the calculation of these measures. Because these performance metrics are calculated for the sole purpose of determining compensation, they may differ from similar non-GAAP financial measures reported elsewhere in Company filings.

  46. Performance Metrics for Short-Term Incentive

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

  47. Performance Metrics for Short-Term Incentive

    Our Compensation Committee set 2025 targets that exceeded the Company’s 2024 performance levels on a pro forma basis and, in the case of Transformation Adjusted Operating Income Benefit, reflects strategic and financial goals set at the outset of the transformation. Our 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 2025, our actual performance results and the actual performance payout results for 2025 as compared to 2024.

  48. Performance Metrics for Short-Term Incentive

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

  49. Payouts for Short-Term Incentive Plan

    Payouts for Short-Term Incentive Plan The following table summarizes the final short-term incentive plan payouts for each NEO based on performance in 2025 for each performance metric and actual payout.

  50. Payouts for Short-Term Incentive Plan

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

  51. Payouts for Short-Term Incentive Plan

    (1) Each of our NEOs who are remaining in their positions with the Company elected to receive 10% of their short-term incentive payout in equity rather than cash and our Compensation Committee used its discretion to pay such amounts in restricted stock awards having a grant date fair value equal to 10% of the 2025 payout under the short-term incentive plan, that vest one-year from the time of grant. The short-term incentive payout for 2025 for Mr. Loy reflected above represents the proration based on actual performance for the months following his hiring and appointment as an executive officer.

  52. 2026 Performance Metrics for Short-Term Incentive Plan

    2026 Performance Metrics for Short-Term Incentive Plan 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. As a result, in 2025, our Compensation Committee approved the addition of a financial strategic component for the short-term incentive plan related to this transformation initiative. In 2026, our Compensation Committee maintained this strategic component, but expanded it to also include integration initiatives, while also approving the addition of an individualized objectives metric (for each NEO other than the CEO) (the “Individual Objectives”) to provide a more direct linkage between individual NEO performance and pay under the STI plan. This component aligns the Company’s STI plan with its peers and promotes individual accountability for strategic objectives, while allowing for differentiation among the NEOs. The CEO will recommend to our Compensation Committee the Individual Objectives payout for each NEO (other than himself). The weightings for each metric for 2026 are provided below.

  53. 2026 Performance Metrics for Short-Term Incentive Plan

    | Metric / Weighting(1) | Rationale | Threshold | Target | Maximum | | Adjusted Net Revenue (30%) | Key component of annual operating plan | 50% | 100% | 200% | | Adjusted Operating Margin (30%) | Key measurement of overall profitability | 50% | 100% | 200% | | Transformation/Integration Adjusted Operating Income Benefit (20%) | Key measurement of profitability related to transformation efforts | 50% | 100% | 200% | | Individual Objectives (20%) | Key non-financial strategic objectives | 0% – 200% | | |

  54. 2026 Performance Metrics for Short-Term Incentive Plan

    (1) For Mr. Bready, the weightings for each STI metric for 2026 will remain the same as they were for 2025 — adjusted net revenue (40%), adjusted operating margin (40%), and transformation adjusted operating income benefit (20%). For each of these separately calculated performance metrics, each NEO (other than Mr. Bready with respect to the Individual Objectives metric) could earn from 0% to 200% of the target opportunity. Because the financial 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.

  55. 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 for the NEOs for 2025 were made pursuant to our 2011 Amended and Restated Incentive Plan, or the 2011 Incentive Plan, which was approved at our 2016 annual shareholders meeting, with the exception of Mr. Loy’s grants. At the April 2025 annual shareholders meeting we presented a new plan, the 2025 Incentive Plan, which was approved by shareholders, and Mr. Loy’s LTI grants were made pursuant to the 2025 Incentive Plan. All grants of LTIs to our NEOs were approved by our 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, our 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 report provided by FW Cook (“FWC”), our 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. Our Compensation Committee does not use a specific formula for evaluating the individual performance of each NEO. Our 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 2025, our Compensation Committee increased the target opportunities for our NEOs as follows:

  56. Long-Term Incentive Plan

    | Name | 2025 Total | 2024 Total | % Change | | Cameron M. Bready | $16,000,000 | $13,750,000 | 16% | | Robert M. Cortopassi | $5,750,000 | $5,000,000 | 15% | | Joshua J. Whipple | $5,350,000 | $4,600,000 | 16% | | Ryan J. Loy(1) | $3,500,000 | — | — | | David L. Green | $4,050,000 | $3,300,000 | 23% |

  57. Long-Term Incentive Plan

    (1) Mr. Loy was appointed an executive officer, effective May 1, 2025. Accordingly, his target LTI opportunity for 2024 is not reflected in this table. Mr. Loy’s sign-on grant of restricted shares is not reflected in this table because it is a one-time award in connection with his hiring and not part of Mr. Loy’s ongoing target LTI opportunity. Approximately half of the target allocation of LTIs granted to our NEOs in 2025 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, our 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.

  58. 2025 Performance Units Design

    2025 Performance Units Design In 2025, our Compensation Committee granted approximately 50% of the target 2025 LTI awards to our NEOs in performance units. The performance units granted to our NEOs in 2025 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.

  59. 2025 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 |

  60. 2025 Performance Units Design

    The 2025 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 our 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, our Compensation Committee balances the consideration of the likelihood of achievement for these performance targets with the effectiveness of such targets in incentivizing performance. Our 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 our 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 2025.

  61. 2025 Performance Units Design

    | Name | Target Allocation to Performance Units | Number of Performance Units Granted(1) | | Cameron M. Bready | $8,000,000 | 75,988 | | Robert M. Cortopassi | $2,875,000 | 27,309 | | Joshua J. Whipple | $2,675,000 | 25,409 | | Ryan J. Loy | $1,750,000 | 21,994 | | David L. Green | $2,025,000 | 19,235 |

  62. 2025 Performance Units Design

    (1) The number of units was calculated by dividing the dollar value by the share price as of the grant date on February 28, 2025 ($105.28), and, for Mr. Loy, as of the grant date on May 8, 2025 ($79.57), rounding up to the next whole share.

  63. Stock Options

    Stock Options In 2025, our Compensation Committee granted approximately 25% of the target 2025 LTI awards to our NEOs in stock options. Our Compensation Committee views stock options as 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 2025, our Compensation Committee approved the following stock option grants to the NEOs:

  64. Stock Options

    | Name | Target Allocation to Stock Options | Number of Stock Options Granted(1) | | Cameron M. Bready | $4,000,000 | 89,366 | | Robert M. Cortopassi | $1,437,500 | 32,116 | | Joshua J. Whipple | $1,337,500 | 29,882 | | Ryan J. Loy | $875,000 | 27,761 | | David L. Green | $1,012,500 | 22,621 |

  65. Stock Options

    (1) The number of stock options was calculated using the Black-Scholes model on the grant date February 28, 2025, and, for Mr. Loy, on the grant date May 8, 2025. 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.

  66. Time-Based Restricted Stock

    Time-Based Restricted Stock In 2025, our Compensation Committee granted approximately 25% of the target 2025 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 2025:

  67. Time-Based Restricted Stock

    | Name | Target Allocation to Restricted Stock | Number of Restricted Shares Granted(1) | | Cameron M. Bready | $4,000,000 | 37,994 | | Robert M. Cortopassi | $1,437,500 | 13,655 | | Joshua J. Whipple | $1,337,500 | 12,705 | | Ryan J. Loy(2) | $875,000 | 10,997 | | David L. Green | $1,012,500 | 9,618 |

  68. 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 February 28, 2025 ($105.28) and, for Mr. Loy’s annual target grant upon his hiring, May 8, 2025 ($79.57), rounding up to the next whole share. (2) In addition, Mr. Loy received a one-time sign-on award of $1,500,000, or 18,852 restricted shares, in 2025 in connection with his hiring.

  69. Changes to 2026 LTI Plan

    Changes to 2026 LTI Plan In 2026, the Committee examined market data, including our peer group, with regards to the LTI mix of our executive compensation program. Following its consideration of such data, the Committee determined to modify the mix for 2026 by removing stock options as an element of the plan and allocating approximately 50% of LTI awards in each of PSUs (with the same design) and restricted stock. The Committee believes that this change will align the LTI plan to the prevailing market and the Company’s peers, reduce volatility and share dilution in the LTI program, and enhance retention through greater use of restricted stock in the annual LTI program, while retaining the correct incentives to motivate the NEOs to achieve results in selected metrics that help drive growth and share price performance.

  70. Payout of 2023 Performance Units

    Payout of 2023 Performance Units The 2023 PSUs could be earned between 0% and 200% 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.

  71. Actual 2023 Adjusted EPS Growth Results

    | Action | Company’s TSR Percentile Rank vs. S&P 500 (01/01/2023 – 12/31/2025) | TSR Modifier | Actual TSR Performance and Relative TSR Modifier | | Reduction | 25th percentile or below | −25% | In the period ended 12/31/2025, our TSR ranked below the 25th percentile relative to companies in the S&P 500 index, and therefore, the final performance payout was reduced by 25%. | | No change | Between 25th and 75th percentile | — | | | Enhancement | Above 75th percentile | +25% | |

  72. Final Payout Determination for 2023 Performance Units

    Final Payout Determination for 2023 Performance Units The 2023 performance units were earned at 118.1% of target, as follows:

  73. Final Payout Determination for 2023 Performance Units

    | Name | Target Number of Shares Granted | Shares Earned at End of Performance Period | Value When Earned(1) | | Cameron M. Bready | 61,367 | 72,476 | $5,609,643 | | Robert M. Cortopassi(2) | — | — | — | | Joshua J. Whipple | 20,333 | 24,014 | 1,858,684 | | Ryan J. Loy(2) | — | — | — | | David L. Green | 13,703 | 16,184 | 1,252,642 |

  74. Final Payout Determination for 2023 Performance Units

    (1) Reflects the total value based upon the closing share price of $77.40 on December 31, 2025. (2) Mr. Cortopassi and Mr. Loy were not NEOs in 2023 at the time of the PSU grant. Refer to the “Outstanding Equity Awards” table on page 85 for additional information on the 2023 PSUs earned by Mr. Cortopassi.

  75. 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.

  76. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Our Compensation Committee has retained FWC as its independent compensation consultant. Our 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 our Compensation Committee. FWC advised our 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 2025. At the request of our Compensation Committee and to provide context for our Compensation Committee’s compensation decisions made for 2025, 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; • Conducted a peer group review of our executive compensation peer group and provided recommendations based on market practices; • 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; • Advised on the non-employee director compensation plan; and • Attended Compensation Committee meetings, as requested by the committee, to discuss these items. All services performed for us by FWC during 2025 were related to executive compensation and non-employee director compensation.

  77. 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. There were no changes to the companies in the peer group from 2024 to 2025. • 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 connection with our Compensation Committee setting NEO compensation for 2025, 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.

  78. Role of Named Executive Officers

    Role of Named Executive Officers In 2025, 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 our 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. Our 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, our Compensation Committee primarily considered and reviewed compensation within the peer group. In setting actual compensation levels for our NEOs, however, our Compensation Committee did not target any element of compensation at a particular percentile or percentile range of the peer group data. Rather, our Compensation Committee uses this information as one input in its decision-making process. Our 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 our Compensation Committee’s determination of his compensation.

  79. 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, our 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.

  80. Clawback Policy

    Clawback Policy Our 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, Our 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.

  81. 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 2025, 2024, and 2023.

  82. Summary Compensation Table

    | Name and Principal Position | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(5) | Total | | Cameron M. Bready Chief Executive Officer | $1,050,000 | — | $12,129,964 | $4,002,022 | $2,903,553 | $223,853 | $20,307,392 | | | $1,000,000 | — | $10,606,595 | $3,437,548 | $1,942,000 | $189,552 | $17,175,695 | | | $958,333 | — | $10,193,616 | $3,250,060 | $1,412,778 | $185,696 | $16,000,483 | | Robert M. Cortopassi President and Chief Operating Officer | $775,000 | — | $4,359,388 | $1,437,512 | $1,339,436 | $233,019 | $8,144,355 | | | $702,083 | — | $3,742,596 | $1,250,025 | $791,466 | $129,664 | $6,615,834 | | | $— | — | — | — | — | — | — | | Joshua J. Whipple Chief Financial Officer | $750,000 | — | $4,056,091 | $1,337,518 | $1,244,379 | $133,207 | $7,521,195 | | | $737,500 | — | $3,548,554 | $1,150,003 | $859,335 | $102,110 | $6,397,502 | | | $725,000 | — | $3,645,763 | $1,150,027 | $734,715 | $124,307 | $6,379,812 | | Ryan J. Loy Chief Technology Officer | $416,667 | $500,000 | $4,006,820 | $875,027 | $576,102 | $78,026 | $6,452,642 | | | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | | David L. Green Chief Administrative Officer | $695,000 | — | $3,070,536 | $1,012,516 | $1,153,125 | $102,472 | $6,033,649 | | | $685,000 | — | $2,545,616 | $825,007 | $798,162 | $114,064 | $4,967,849 | | | $675,000 | — | $2,457,004 | $775,029 | $684,045 | $119,183 | $4,710,261 |

  83. Summary Compensation Table

    (1) For 2025, Mr. Loy’s salary reflects a partial year of service as Chief Technology Officer. For 2024, Mr. Cortopassi’s salary reflects a partial year of service as (i) President, International and Vertical Markets of the Company and 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. (2) Mr. Loy received a sign-on cash award of $500,000 in connection with his hiring. Mr. Loy is obligated to return a pro-rated portion of the award if he voluntarily resigns from the Company within one year of his hire date. (3) 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 2025, Mr. Loy’s amount reflects (i) a grant of 21,994 PSUs and 10,997 shares of restricted stock, reflecting his target annual grant and (ii) 18,852 shares of restricted stock, which was granted in connection with his hiring. 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. The grant date fair value of the performance units granted in 2025, 2024 and 2023 was calculated using the Monte Carlo model. The calculation for the grant date fair value of the 2025 performance units incorporated the following assumptions:

  84. Summary Compensation Table

    | Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | Expected Dividend Yield | | 2/28/2025 | 12/31/2027 | 2.84 years | 33.12% | 3.95% | 0.95% | | 5/8/2025 | 12/31/2027 | 2.65 years | 35.85% | 3.83% | 1.26% |

  85. 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 2025, 2024, and 2023, for which an amount less than the maximum is reflected in the table above.

  86. Summary Compensation Table

    | | 2025 Performance Units | | | Name | Grant Date Fair Value at Target | Grant Date Fair Value Assuming Highest Performance | | Cameron M. Bready | $8,129,956 | $16,259,912 | | Robert M. Cortopassi | $2,921,790 | $5,843,580 | | Joshua J. Whipple | $2,718,509 | $5,437,018 | | Ryan J. Loy | $1,631,735 | $3,263,470 | | David L. Green | $2,057,953 | $4,115,905 |

  87. 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 M. 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 |

  88. 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 |

  89. Summary Compensation Table

    (4) 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 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 in connection with his service as President and Chief Operating Officer. (5) This column reflects payouts approved by our Compensation Committee under our short-term incentive plan. For 2025, the amounts for Mr. Loy were prorated based on actual performance for the months following his hiring. In connection with the 2025 payouts under the short-term incentive plan, each of our NEOs who are remaining in their positions with the Company elected to receive 10% of their short-term incentive payout in equity rather than cash and our Compensation Committee used its discretion to pay such amounts in restricted stock awards having a grant date fair value equal to 10% of the 2025 payout under the short-term incentive plan, that vest one-year from the time of grant. 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 our 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 our 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. (6) “All Other Compensation” consists of the following:

  90. 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) | Total | | Cameron M. Bready | $17,500 | $83,435 | $24,690 | $98,228 | $223,853 | | Robert M. Cortopassi | $17,500 | $41,037 | — | $174,482 | $233,019 | | Joshua J. Whipple | $17,500 | $41,483 | $19,900 | $54,324 | $133,207 | | Ryan J. Loy | $17,500 | $27,572 | — | $32,954 | $78,026 | | David L. Green | $17,500 | $37,204 | $19,900 | $27,868 | $102,472 |

  91. 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, $92,797 relates to personal plane usage. For Mr. Cortopassi, $151,651 relates to corporate housing and $20,871 relates to personal plane usage. For Messrs. Loy, Whipple, and Green, $31,389, $54,324, and $27,868, 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.

  92. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth information concerning grants of plan-based awards during 2025 to the NEOs, all of which were made pursuant to our 2011 Incentive Plan, with the exception of Mr. Loy’s awards, which were made pursuant to the 2025 Incentive Plan.

  93. Grants of Plan-Based Awards in 2025

    | 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 | 1/1/2025 | $1,100,000 | $2,200,000 | $4,400,000 | | | | | | | | | Performance units | 2/28/2025 | | | | 37,994 | 75,988 | 151,976 | | | | $8,129,956 | | Restricted shares | 2/28/2025 | | | | | | | 37,994 | | | $4,000,008 | | Stock options | 2/28/2025 | | | | | | | | 89,366 | $105.28 | $4,000,022 | | Robert M. Cortopassi | | | | | | | | | | | | | Cash | 1/1/2025 | $484,375 | $968,750 | $1,937,500 | | | | | | | | | Performance units | 2/28/2025 | | | | 13,655 | 27,309 | 54,618 | | | | $2,921,790 | | Restricted shares | 2/28/2025 | | | | | | | 13,655 | | | $1,437,598 | | Stock options | 2/28/2025 | | | | | | | | 32,116 | $105.28 | $1,437,512 | | Joshua J. Whipple | | | | | | | | | | | | | Cash | 1/1/2025 | $450,000 | $900,000 | $1,800,000 | | | | | | | | | Performance units | 2/28/2025 | | | | 12,705 | 25,409 | 50,818 | | | | $2,718,509 | | Restricted shares | 2/28/2025 | | | | | | | 12,705 | | | $1,337,582 | | Stock options | 2/28/2025 | | | | | | | | 29,882 | $105.28 | $1,337,518 | | Ryan J. Loy | | | | | | | | | | | | | Cash | 1/1/2025 | $312,500 | $625,000 | $1,250,000 | | | | | | | | | Performance units | 5/8/2025 | | | | 10,997 | 21,994 | 43,988 | | | | $1,631,735 | | Restricted shares | 5/8/2025 | | | | | | | 29,849 | | | $2,375,085 | | Stock options | 5/8/2025 | | | | | | | | 27,761 | $79.57 | $875,027 | | David L. Green | | | | | | | | | | | | | Cash | 1/1/2025 | $417,000 | $834,000 | $1,668,000 | | | | | | | | | Performance units | 2/28/2025 | | | | 9,618 | 19,235 | 38,470 | | | | $2,057,953 | | Restricted shares | 2/28/2025 | | | | | | | 9,618 | | | $1,012,583 | | Stock options | 2/28/2025 | | | | | | | | 22,621 | $105.28 | $1,012,516 |

  94. Grants of Plan-Based Awards in 2025

    (1) These columns reflect the threshold, target and maximum annual cash incentive opportunities under our short-term incentive plan. At the time of the filing of this proxy statement, the actual results of our short-term incentive plan were certified by our Compensation Committee, and our NEOs received the amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Mr. Loy’s short-term incentive plan opportunities were established at the time of his hiring. In connection with the 2025 payouts under the short-term incentive plan, each of our NEOs who are remaining in their position with the Company elected to receive 10% of their short-term incentive payout in equity rather than cash and our Compensation Committee used its discretion to pay such amounts in restricted stock awards having a grant date fair value equal to 10% of the 2025 payout under the short-term incentive plan, that vest one-year from the time of grant. (2) These columns reflect the number of estimated future payouts of performance units granted in 2025 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 May 8, 2025 performance units granted to Mr. Loy were granted in connection with his hiring. This column reflects the number of restricted shares granted in 2025, 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 May 8, 2025 restricted stock award of 10,997 shares granted to Mr. Loy was granted in connection with his hiring as part of his LTI target compensation. Mr. Loy also received a one-time restricted stock award of 18,852 shares on May 8, 2025 in connection with his hiring. This column represents the number of stock options granted in 2025 that will vest in equal installments on each of the first three anniversaries of the grant date. The May 8, 2025 stock options granted to Mr. Loy were granted in connection with his hiring. This column represents the aggregate grant date fair value of equity awards granted in 2025, as further described in footnotes (2) and (3) to the Summary Compensation Table.

  95. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table provides the outstanding equity awards at December 31, 2025 for each of the NEOs.

  96. Outstanding Equity Awards at December 31, 2025

    | | | 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 | 7/29/2016 | 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 | 27,977 | — | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | 24,342 | 12,172 | $113.12 | 2/21/2033 | — | — | — | — | | | 6/1/2023 | 24,816 | 12,408 | $98.84 | 6/1/2033 | — | — | — | — | | | 3/1/2024 | 21,055 | 42,112 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/28/2025 | — | 89,366 | $105.28 | 2/28/2035 | — | — | — | — | | | 2/21/2023 | — | — | — | — | 5,073 | $392,650 | — | — | | | 6/1/2023 | — | — | — | — | 5,156 | $399,074 | — | — | | | 3/1/2024 | — | — | — | — | 17,617 | $1,363,556 | — | — | | | 2/28/2025 | — | — | — | — | 47,218 | $3,654,674 | — | — | | | 2/21/2023 | — | — | — | — | 35,942(4) | $2,781,911 | — | — | | | 6/1/2023 | — | — | — | — | 36,534(4) | 2,827,732 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 105,698(5) | $8,181,025 | | | 2/28/2025 | — | — | — | — | — | — | 151,976(6) | $11,762,942 | | Total | | 201,784 | 156,058 | | | 147,540 | $11,419,597 | 257,674 | $19,943,967 | | Robert M. Cortopassi | 3/1/2024 | 4,058 | 8,116 | $130.09 | 3/1/2034 | — | — | — | — | | | 8/8/2024 | 4,510 | 9,021 | $104.06 | 8/8/2034 | — | — | — | — | | | 2/28/2025 | — | 32,116 | $105.28 | 2/28/2035 | — | — | — | — | | | 2/21/2023 | — | — | — | — | 1,916 | $148,298 | — | — | | | 8/4/2023 | — | — | — | — | 6,745 | $522,063 | — | — | | | 3/1/2024 | — | — | — | — | 3,396 | $262,850 | — | — | | | 8/8/2024 | — | — | — | — | 3,764 | $291,334 | — | — | | | 2/28/2025 | — | — | — | — | 17,414 | $1,347,844 | — | — | | | 2/21/2023 | — | — | — | — | 8,288(4) | $641,491 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 20,372(5) | $1,576,793 | | | 8/8/2024 | — | — | — | — | — | — | 22,584(5) | $1,748,002 | | | 2/28/2025 | — | — | — | — | — | — | 54,618(6) | $4,227,433 | | Total | | 8,568 | 49,253 | | | 41,523 | $3,213,880 | 97,574 | $7,552,228 | | Joshua J. Whipple | 2/21/2023 | 16,264 | 8,132 | $113.12 | 2/21/2033 | — | — | — | — | | | 3/1/2024 | 7,044 | 14,088 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/28/2025 | — | 29,882 | $105.28 | 2/28/2035 | — | — | — | — | | | 2/21/2023 | — | — | — | — | 3,389 | $262,309 | — | — | | | 3/1/2024 | — | — | — | — | 5,894 | $456,196 | — | — | | | 2/28/2025 | — | — | — | — | 16,787 | $1,299,314 | — | — | | | 2/21/2023 | — | — | — | — | 24,014(4) | $1,858,684 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 35,362(5) | $2,737,019 | | | 2/28/2025 | — | — | — | — | — | — | 50,818(6) | $3,933,313 | | Total | | 23,308 | 52,102 | | | 50,084 | $3,876,503 | 86,180 | $6,670,332 | | Ryan J. Loy | 5/8/2025 | — | 27,761 | $79.57 | 5/8/2035 | — | — | — | — | | | 5/8/2025 | — | — | — | — | 29,849 | $2,310,313 | — | — | | | 5/8/2025 | — | — | — | — | — | — | 43,988(6) | $3,404,671 | | | | — | 27,761 | | | 29,849 | $2,310,313 | 43,988 | $3,404,671 |

  97. Outstanding Equity Awards at December 31, 2025

    | | | 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 | 14,321 | — | $136.02 | 2/22/2032 | — | — | — | — | | | 2/21/2023 | 10,960 | 5,481 | $113.12 | 2/21/2033 | — | — | — | — | | | 3/1/2024 | 5,053 | 10,107 | $130.09 | 3/1/2034 | — | — | — | — | | | 2/28/2025 | — | 22,621 | $105.28 | 2/28/2035 | — | — | — | — | | | 2/21/2023 | — | — | — | — | 2,284 | $176,782 | — | — | | | 3/1/2024 | — | — | — | — | 4,228 | $327,247 | — | — | | | 2/28/2025 | — | — | — | — | 13,409 | $1,037,856 | — | — | | | 2/21/2023 | — | — | — | — | 16,184(4) | $1,252,642 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 25,368(5) | $1,963,483 | | | 2/28/2025 | — | — | — | — | — | — | 38,470(6) | $2,977,578 | | Total | | 80,254 | 38,209 | | | 36,105 | $2,794,527 | $63,838 | $4,941,061 |

  98. Outstanding Equity Awards at December 31, 2025

    All stock options granted to Mr. Bready, Mr. Cortopassi, Mr. Whipple, and Mr. Green were granted pursuant to our 2011 Incentive Plan and vest in equal installments on each of the first three anniversaries of the grant date. The stock options granted to Mr. Loy were made pursuant to our 2025 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. (3) Market value is calculated based on the closing price of our common stock on December 31, 2025 of $77.40. (4) Represents performance units granted during 2023. 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, 2025, 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 percentage 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 21, 2026, following our 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 118.1% based on actual adjusted EPS for 2023, 2024, and 2025, as modified based on actual TSR for the three year performance period. See the “Payout of 2023 Performance Units” section of the Compensation Discussion and Analysis on page 69 for additional information. The performance units granted to Mr. Cortopassi in 2023 were granted prior to his appointment as an executive officer of the Company. These performance units are earned based on the same calculation as PSUs granted to the other NEOs, 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 actual achievement at the payout level of 144.2% based on actual adjusted EPS for 2023, 2024, and 2025. (5) Represents performance units granted during 2024. These performance units are earned based on the same calculation as the performance units granted in 2023, 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 and 2025, 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 in March 2024 were granted prior to his appointment as an executive officer of the Company and had the same terms and conditions. Represents performance units granted during 2025. These performance units are earned based on the same calculation as the performance units granted in 2023, with a performance period ending December 31, 2027. 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 2025, the assumed achievement shown in the table is at the maximum payout level of 200%, assuming no TSR modifier is applied.

  99. Stock Options Exercised and Stock Vested during 2025

    Stock Options Exercised and Stock Vested during 2025 The following table provides information on options exercised and stock awards that vested in 2025. The shares shown as acquired on exercise or on vesting represent shares of our common stock.

  100. Stock Options Exercised and Stock Vested during 2025

    | | 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 | 3,780 | 84,646 | 42,016 | $4,222,962 | | Robert M. Cortopassi | — | — | 25,694 | $2,453,128 | | Joshua J. Whipple | — | — | 24,062 | $2,412,979 | | Ryan J. Loy | — | — | — | — | | David L. Green | — | — | 16,011 | $1,661,977 |

  101. Stock Options Exercised and Stock Vested during 2025

    (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 2022, except with respect to Mr. Loy. (3) Represents the fair market value of the shares on the vesting date.

  102. 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 2025. In 2025, 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.

  103. Non-Qualified Deferred Compensation Plan

    | Name | NEO Contributions in 2025 | Company Contributions in 2025(1) | Aggregate Earnings (Losses) in 2025 | Withdrawals in 2025 | Aggregate Balance at December 31, 2025 | | Cameron M. Bready | — | $68,069 | $60,125 | — | $428,626 | | Robert M. Cortopassi | — | $56,005 | $39,391 | — | $242,188 | | Joshua J. Whipple | — | $37,969 | $36,497 | $36,854 | $242,765 | | Ryan J. Loy | — | — | — | — | — | | David L. Green | — | $34,082 | $34,855 | — | $267,225 |

  104. Non-Qualified Deferred Compensation Plan

    (1) The Company contribution was earned as of December 31, 2025, and will be deposited in the NEOs’ deferred compensation plan account in 2026. 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).

  105. 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.

  106. 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.

  107. Employment Agreements with Our Named Executive Officers

    Employment Agreements with Our Named Executive Officers The employment agreements with each NEO are for an initial term of three years following the applicable effective date and are automatically extended for one additional year on the second anniversary of the effective date and each anniversary thereafter unless either party provides notice of non-renewal. Each of these agreements prohibits the NEO from disclosing our confidential information, competing with us, soliciting our customers or recruiting our employees for a period of 24 months following the separation date provided that, if the NEO’s employment is terminated by the Company without cause or the NEO for good reason, the non-competition period is for a period of 18 months. The non-compete does not apply if the NEO’s employment is terminated as a result of the Company’s decision not to extend the employment agreement. The employment agreements with the NEOs may be terminated by us at any time for “cause” (as defined below) or for no reason or by the NEO with or without “good reason” (as defined below). The employment agreements will also terminate upon the NEO’s death, disability or retirement. Depending on the reason for the termination and when it occurs, the NEO will be entitled to certain severance benefits, as described below, which may be delayed for such time as may be necessary to avoid a violation of Section 409A of the Internal Revenue Code. “Cause,” as defined in the employment agreements, generally means (i) the failure by the NEO to perform substantially his responsibilities after delivery of notice and a cure period of ten business days, (ii) engagement in any fraud, misappropriation, embezzlement or similar dishonest or wrongful act, (iii) substance abuse that materially interferes with the NEO’s ability to perform or the use of illegal drugs, (iv) violation of laws or Company policies regarding employment discrimination, harassment, conflicts of interest, retaliation, competition with our Company, solicitation of our customers or employees on behalf of anyone other than us, improper use or disclosure of confidential or proprietary information, or (v) commission of or conviction for, or plea of guilty or nolo contendere to, a felony or a crime involving dishonesty or other moral turpitude. In the case of Mr. Bready, any determination of “Cause” requires a finding that such circumstances exist by not less than a majority (or, following a transaction constituting a change in control, not less than three-quarters) of the board. “Good Reason,” as defined in the employment agreements, generally means (a) a material adverse reduction in position, duties or responsibilities, (b) in the case of Mr. Bready, a change such that he no longer reports directly and exclusively to the board, (c) a reduction of the NEO’s base salary, bonus opportunity (to a target below the minimum specified in the agreement), or in welfare benefits (in each case, unless such reduction is made to similarly situated senior executives), (d) a failure of our Company to require a successor-in-interest to agree to perform our obligations under the employment agreement, (e) required relocation of the executive to any location other than the Atlanta, Georgia metropolitan area, or (f) material breach by the Company of the employment agreement. Termination Without Cause or Resignation for Good Reason When Not Related to a Change in Control. If, prior to a change in control or on or after the second anniversary of a change in control, the NEO’s employment is terminated by us without cause or the NEO resigns for good reason, the NEO will be entitled to the following payments and benefits: Accrued salary and benefits through the separation date. • Continued payments of the NEO’s base salary for 24 months (in the case of Mr. Bready) or 18 months (in the case of the other NEOs), in each case provided that the NEO does not violate any restrictive covenants. • A prorated annual incentive bonus for the year in which the termination occurs, based on actual performance against certified pre-established bonus targets. • An additional cash payment equal to 2x (in the case of Mr. Bready) or 1.5x (in the case of the other NEOs) the NEO’s target annual bonus opportunity, payable nine months after the separation date, provided that the NEO does not violate any restrictive covenants. • A lump sum cash payment equal to 18 months of the NEO’s COBRA premiums, payable within 60 days following separation. • All of the NEO’s stock options exercisable within 24 months as of the separation date and all of the NEO’s restricted stock will vest as of the separation date, with the options remaining exercisable for no more than 90 days from the separation date. • The NEO’s performance units will vest proportionately based on the number of days elapsed in the applicable performance cycle as of the date of separation based on (x) target performance (if termination occurs in the first year of the applicable performance cycle) or (y) actual performance (if termination occurs after the first year of the applicable performance cycle). Termination Without Cause or Resignation for Good Reason When Related to a Change in Control. If, within 24 months after a change in control, the NEO’s employment is terminated by us without cause or the NEO resigns for good reason, the NEO will be entitled to the following benefits: • Accrued salary and benefits through the separation date. • A cash payment equal to 3x (in the case of Mr. Bready) or 2x (in the case of the other NEOs) the amount of the NEO’s then-current base salary as a lump sum payment or payments, provided that the NEO does not violate any restrictive covenants. • A prorated annual incentive bonus for the year in which the termination occurs based on (a) the NEO’s then-current target bonus opportunity, if the separation date occurs before the end of the year in which the change of control occurred, or (b) the actual amount earned based on certified results, if the separation date occurs during a year that began after the change in control occurred. • A cash payment equal to 3x (in the case of Mr. Bready) or 2x (in the case of the other NEOs) of the amount of the NEO’s then-current target bonus opportunity, payable nine months after the separation date, provided that the NEO does not violate any restrictive covenants. • A lump sum cash payment equal to 18 months of the NEO’s COBRA premiums, payable within 60 days following separation. • All of the NEO’s restricted stock and stock options granted will vest as of the separation date, and the options will remain exercisable for no more than 90 days from the separation date. • The NEO’s performance units will vest in full based on target performance (if termination occurs in the first year of the applicable performance cycle) or actual performance (if termination occurs after the first year of the applicable performance cycle). The NEO also will be eligible for comparable benefits if his employment is terminated without cause or if he resigns for good reason in anticipation of a change-in-control transaction. The employment agreements specify that a termination or resignation is considered to be in anticipation of a change-in-control transaction if the termination occurs following public announcement of a change-in-control transaction, which transaction is consummated within nine months. Death or Disability. Whether or not a change in control occurs, if the NEO’s employment is terminated by reason of death or disability, the NEO will be entitled to receive accrued salary and benefits through the separation date and any other benefits that may apply. All of the NEO’s performance units, restricted stock awards and stock options will vest (in the case of performance-based awards, based on target performance), and the options will remain exercisable for no more than 90 days from the separation date.

  108. Employment Agreements with Our Named Executive Officers

    Retirement. Whether or not a change in control occurs, if the NEO’s employment is terminated by reason of his or her retirement, the NEO will be entitled to receive accrued salary and benefits through the separation date and any other benefits that may apply. All of the NEO’s performance units, restricted stock awards and stock options will vest (in the case of performance units, based on actual performance at the end of the applicable performance cycle), and the options will remain exercisable for no more than 90 days following retirement. Termination for Cause or Resignation Without Good Reason. If we terminate the NEO for cause, or if the NEO resigns without good reason, the NEO will be entitled to receive accrued salary and benefits through the separation date, but no additional severance amount will be payable under the terms of the employment agreement. Change in Control Without Termination of Employment. Our compensation arrangements with our NEOs are “double trigger,” meaning that in order for the NEO to receive severance payments and for the vesting of any of an NEO’s awards to accelerate upon a change in control, there must be a change-in-control transaction as well as a termination of employment without cause or resignation for good reason within 24 months after the change in control (or, as described above, a termination in anticipation of a change in control). In addition, except in the case of death or disability (and retirement in the cases of Messrs. Bready, Whipple and Green), receipt of severance payments and benefits, whether or not in connection with a change in control, requires the NEO to execute a release of claims in favor of the Company.

  109. 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, 2025. 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 $77.40 closing price on December 31, 2025. The value of healthcare continuation is based on COBRA rates.

  110. 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 | $2,200,000 | $3,300,000 | $— | $— | $— | | Annual cash incentive bonus | 2,903,553 | 2,200,000 | — | — | — | | Other cash severance | 4,400,000 | 6,600,000 | — | — | — | | Restricted stock acceleration | 5,809,954 | 5,809,954 | 5,809,954 | 5,809,954 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 11,070,519(3) | 16,739,298(3) | 15,148,186(4) | 18,697,905(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $26,425,070 | $34,690,297 | $20,958,140 | $24,507,859 | $— | | Robert M. Cortopassi | | | | | | | Base salary severance | $1,162,500 | $1,550,000 | $— | $— | $— | | Annual cash incentive bonus | 1,339,436 | 968,750 | — | — | — | | Other cash severance | 1,453,125 | 1,937,500 | — | — | — | | Restricted stock acceleration | 2,572,389 | 2,572,389 | 2,572,389 | 2,572,389 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 2,768,653(3) | 4,888,120(3) | 4,417,605(4) | 5,591,995(5) | — | | COBRA | 41,219 | 41,129 | — | — | — | | Total | $9,337,322 | $11,957,977 | $6,989,994 | $8,164,384 | $— | | Joshua J. Whipple | | | | | | | Base salary severance | $1,125,000 | $1,500,000 | $— | $— | $— | | Annual cash incentive bonus | 1,244,379 | 900,000 | — | — | — | | Other cash severance | 1,350,000 | 1,800,000 | — | — | — | | Restricted stock acceleration | 2,017,818 | 2,017,818 | 2,017,818 | 2,017,818 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 3,685,316(5) | 5,581,159(5) | 5,193,850(5) | 6,236,118(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $9,463,558 | $11,840,022 | $7,211,668 | $8,253,936 | $— | | Ryan J. Loy | | | | | | | Base salary severance | $937,500 | $1,250,000 | $— | $— | $— | | Annual cash incentive bonus | 576,102 | 625,000 | — | — | — | | Other cash severance | 937,500 | 1,250,000 | — | — | — | | Restricted stock acceleration | 2,310,313 | 2,310,313 | 2,310,313 | 2,310,313 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 567,445(5) | 1,702,336(5) | 2,269,291(5) | 2,269,291(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $5,369,905 | $7,178,693 | $4,579,603 | $4,579,603 | $— | | David L. Green | | | | | | | Base salary severance | $1,042,500 | $1,390,000 | $— | $— | $— | | Annual cash incentive bonus | 1,153,125 | 834,000 | — | — | — | | Other cash severance | 1,251,000 | 1,668,000 | — | — | — | | Restricted stock acceleration | 1,541,885 | 1,541,885 | 1,541,885 | 1,541,885 | — | | Stock option acceleration(2) | — | — | — | — | — | | Performance units | 4,496,863(4) | 4,496,863(3) | 4,496,863(4) | 4,496,863(5) | — | | COBRA | 41,045 | 41,045 | — | — | — | | Total | $9,526,418 | $9,971,793 | $6,038,748 | $6,038,748 | $— |

  111. Potential Payments Table

    Assumes a change in control occurred on December 31, 2025, 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 Messrs. Bready, Cortopassi, Whipple and Loy (who are not yet eligible for retirement), the amounts reflect (i) the performance units granted in 2023, based on actual performance (including the TSR modifier for Messrs. Bready and Whipple), (ii) the performance units granted in 2024 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 2025 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 Messrs. Bready, Cortopassi, Whipple and Loy (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 and Mr. Whipple for performance units granted in 2023, and at target payout levels for the performance units granted in 2024 and 2025 (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 2023 and for the performance units granted in 2024 and 2025, 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).

  112. Payments Made to Former Chief Administrative Officer

    Payments Made to Former Chief Administrative Officer The compensation that Mr. Green will receive, as applicable, in connection with his resignation for good reason effective January 9, 2026, with his last day expected to be April 1, 2026, is limited to, and does not exceed, the compensation that he was entitled to receive for such resignation under his employment agreement, is conditioned upon his compliance with the restrictive covenants included in his employment agreement and his execution of a release, and includes the following: • Mr. Green will receive a cash payment of $1,042,500, representing his base salary multiplied by one and a half, $347,500 of which will be paid on or about October 1, 2026, and the remaining balance in equal installments over the twelve-month period beginning on November 1, 2026. • Mr. Green will receive a target bonus of $834,000 multiplied by one and a half and paid as a single lump sum on or about January 1, 2027. • Mr. Green will receive a pro rata bonus for the 2026 year upon the satisfaction and certification of the applicable performance targets, which will be paid in a single lump sum no later than two and one-half months after the end of the performance period. • All of the restricted shares of the Company’s common stock that Mr. Green owns as of April 1, 2026, will vest as of that day. As of March 5, 2026, Mr. Green owned 8,526 unvested restricted shares of our common stock. The value of these shares based on the closing price of our stock on March 5, 2026, was $667,501. • All of the stock options that Mr. Green owns as of April 1, 2026, and that would have become exercisable on or before April 1, 2028, will vest as of April 1, 2026. As of March 5, 2026, Mr. Green owned 20,135 stock options that would have vested on or before the day 24 months thereafter. The intrinsic value of these options as of March 5, 2026, based on the closing price of our stock on that date, was $20,455. • The PSUs Mr. Green received in 2024 and 2025 will remain outstanding and, after our Compensation Committee certifies the results at the end of the applicable performance period, Mr. Green will receive 100% of the number of shares that would have been earned and vested based on actual performance. Based on actual adjusted EPS for 2024 and 2025, the assumed achievement for the performance units granted to Mr. Green in 2024 and 2025 is at the payout level of 128.3% and 133.3%, respectively, assuming no TSR modifier is applied, and the performance units would convert into 16,274 and 25,640 unrestricted shares, respectively, valued at $1,274,100 and $2,007,400, respectively (based on the closing price of our stock on March 5, 2026). The Company will pay Mr. Green a lump sum payment equal to 18 months of COBRA premiums for health care coverage.

  113. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  114. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for First PEO (Sloan)(1) (b) | Summary Compensation Table Total for Second PEO (Bready)(1) (b) | Compensation Actually Paid to First PEO (Sloan)(1)(2)(3) (c) | Compensation Actually Paid to Second PEO (Bready)(1)(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2)(3) (e) | Value of Initial Fixed $100 Investment Based on(4): | | Net Income (h) | CSM: Adjusted EPS(5) (i) | | | | | | | | | Company Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | | | | 2025 | — | $20,307,392 | — | $6,476,989 | $7,037,960 | $4,172,877 | $37.54 | $203.47 | $1,456,047,000 | $12.22 | | 2024 | — | $17,175,695 | — | $10,007,218 | $4,744,302 | $3,553,124 | $53.70 | $176.89 | $1,644,153,000 | $11.55 | | 2023 | $22,021,748 | $16,000,483 | $28,581,988 | $24,415,366 | $4,617,351 | $6,864,890 | $60.31 | $135.49 | $1,028,823,000 | $10.42 | | 2022 | $22,270,578 | — | $14,220,443 | — | $6,259,042 | $2,727,411 | $46.75 | $120.81 | $143,313,000 | $9.32 | | 2021 | $23,318,393 | — | $(5,868,325) | — | $6,816,632 | $(1,131,883) | $63.09 | $135.04 | $987,864,000 | $8.16 |

  115. Pay Versus Performance

    (1) Jeffrey Sloan (First PEO) was our PEO for each year presented until June 1, 2023. Cameron Beady (Second PEO) was our PEO effective June 1, 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  116. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Jeffrey Sloan | Cameron Bready | Joshua Whipple | Robert Cortopassi | Robert Cortopassi | | Cameron Bready | Paul Todd | David Green | Joshua Whipple | Joshua Whipple | | Paul Todd | Joshua Whipple | Guido Sacchi | David Green | Ryan Loy | | David Green | David Green | Andrea Carter | Andrea Carter | David Green | | Guido Sacchi | Guido Sacchi | | Shannon Johnston | |

  117. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  118. Pay Versus Performance

    | Year | Summary Compensation Table Total for Second PEO | Exclusion of Stock Awards for Second PEO | Inclusion of Equity Values for Second PEO | Compensation Actually Paid to Second PEO | | 2025 | $20,307,392 | $(16,129,986) | $2,299,583 | $6,476,989 |

  119. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $7,037,960 | $(5,038,852) | $2,173,769 | $4,172,877 |

  120. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  121. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO | Value of Dividends Paid on Equity Awards Not Otherwise Included for Second PEO | Total — Inclusion of Equity Values for Second PEO | | 2025 | $12,343,718 | $(9,006,416) | — | $(1,114,072) | — | $76,353 | $2,299,583 |

  122. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | Total — Average Inclusion of Equity Values for Non-PEO NEOs | | 2025 | $4,225,892 | $(1,773,284) | — | $(305,742) | — | $26,903 | $2,173,769 |

  123. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P Financials Sector Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P Financials Sector Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) Our company selected measure is adjusted EPS, which is a non-GAAP measure, that excludes (i) acquisition-related amortization expense, (ii) share-based compensation expense, (iii) acquisition, integration and separation expenses, (iv) goodwill impairment charges and gain or losses on business divestitures, (v) facilities exit charges, (vi) equity method investment earnings from the Company’s interest in a private equity investment fund, (vii) discrete tax items and (viii) certain other items specific to each reporting period.

  124. Tabular List of Most Important Financial Performance Measures

    Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

  125. Tabular List of Most Important Financial Performance Measures

    | Most Important Performance Measures(1) | | Adjusted EPS | | Adjusted Net Revenue | | Adjusted Operating Margin | | Transformation Adjusted Operating Income Benefit |

  126. Tabular List of Most Important Financial Performance Measures

    (1) We use these financial performance metrics to set goals for, and to determine compensation paid to, our NEOs. See Appendix A to this proxy statement for a description of these non-GAAP financial measures.

  127. 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, 2020 and assumes reinvestment of all dividends.

  128. 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.

  129. 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.

  130. 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 2025, our last completed year: • The annual total compensation of the median employee was $61,011, which includes $16,269 in employer-provided health and welfare benefits; and • The annual total compensation of our President and Chief Executive Officer, as reported in the Summary Compensation Table presented earlier in this proxy, was $20,307,392. For estimating our CEO pay ratio, the annual total compensation of our President and Chief Executive Officer was $20,338,768, which includes $31,376 in employer-provided health and welfare benefits. Based on this information, for 2025, the ratio of the annual total compensation of the median employee to the annual total compensation of Mr. Bready, our President and Chief Executive Officer, was 1 to 333. 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 November 1, 2025, as our determination date. • We determined that, as of November 1, 2025, we had approximately 25,916 employees working at the Company and its consolidated subsidiaries. • As is permitted under SEC rules, we eliminated 1,205 global employees (approximately 4.65% 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.

  131. CEO Pay Ratio

    | Country | # of Employees | Country | # of Employees | Country | # of Employees | | Austria | 29 | Israel | 22 | Singapore | 25 | | Bermuda | 3 | Italy | 1 | Slovakia | 62 | | Chile | 77 | Macao | 6 | Sri Lanka | 23 | | Croatia | 22 | Malaysia | 97 | Taiwan | 75 | | Gibraltar | 10 | Malta | 23 | Turkey | 45 | | Greece | 165 | Netherlands | 181 | United Arab Emirates | 60 | | Hong Kong | 192 | New Zealand | 12 | | | | Hungary | 48 | Romania | 27 | | |

  132. 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 24,711 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. Using this methodology, we determined that the “median employee” was a full-time, hourly employee located in the United States

  133. Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans

    Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans In this proxy statement, we disclose performance goals related to awards under our short-term incentive plan based on adjusted net revenue and adjusted operating margin, and adjusted EPS under our long-term incentive plan. These performance metrics, as used herein, are calculated for the sole purpose of determining compensation. Set forth below is a methodology for determining, and the rationale for using, these terms.

  134. Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans

    | Metric | Definition | Rationale for Use | | Adjusted EPS | Adjusted EPS is calculated by dividing adjusted net income attributable to the Company, excluding the impact of foreign currency exchange rates, by the diluted weighted-average number of shares outstanding. Adjusted net income attributable to the Company for 2025 reflects adjustments to remove (i) acquisition-related amortization expense; (ii) acquisition, integration and separation expense; (iii) gain or losses on business dispositions; (iv) facilities exit charges; (v) charges for business transformation activities; (vi) discrete tax items; (vii) other income and expenses; (viii) employee termination benefits; (ix) charges for technology assets that will no longer be utilized under a revised technology architecture development strategy; (x) modernization charges; (xi) asset; write-offs for discontinued initiatives; and (xii) the effect of noncontrolling interests and income taxes, as applicable. | Adjusted EPS is a primary metric management uses to more closely reflect the economic benefits to our core business and other factors we believe are pertinent to the daily management of our operations. | | Adjusted Net Revenue | Adjusted net revenue for 2025 excludes (i) gross-up related payments (included in operating expenses) associated with certain lines of business to reflect the economic benefits to the Company; (ii) the effect of acquisition accounting fair value adjustments for software-related contract liabilities associated with acquired businesses; and (iii) the impact of foreign currency exchange rates. | Adjusted net revenue is used to set goals for and to determine incentive compensation. |

  135. Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans

    | Metric | Definition | Rationale for Use | | Adjusted Operating Margin | Adjusted operating margin is calculated by dividing adjusted operating income by adjusted net revenue; both measures exclude the impact of foreign currency exchange rates. Adjusted operating income for 2025 excludes (i) acquisition-related amortization expense; (ii) acquisition, integration and separation expense; (iv) gain or losses on business divestitures; (iv) facilities exit charges; (v) charges for business transformation activities; (vi) employee termination benefits; (vii) charges for technology assets that will no longer be utilized under a revised technology architecture development strategy; (viii) modernization charges; (ix) asset write-offs for discontinued initiatives; and (x) other items specific to the reporting period. | Adjusted operating margin allows us to assess the quality and efficiency of our operations to promote a long-term outlook. | | Transformation Adjusted Operating Income Benefit | Transformation adjusted operating income benefit is the incremental adjusted operating income driven by initiatives in connection with the Company’s transformation efforts. | Key measurement of profitability related to the Company’s transformation efforts. |

  136. Performance Metrics for Determining Awards under Short-Term and Long-Term Incentive Plans

    Adjusted EPS, adjusted net revenue, adjusted operating margin, and transformation adjusted operating income benefit should be considered in addition to, and not as a substitute for, GAAP diluted earnings per share, revenue and operating income, respectively. Because these performance metrics, as used herein, are calculated for the sole purpose of determining compensation, they may differ from the non-GAAP financial measures reported elsewhere in Company filings. A-2 – GLOBAL PAYMENTS INC. | 2026 Proxy Statement