GLOBAL PAYMENTS INC (GPN)
Sector: Financials
2026 Annual Meeting Analysis
GLOBAL PAYMENTS INC · Meeting: April 30, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors for a One-Year Term
Against Analysis
Mr. Woods has served as Independent Chair since 2019, giving him full accountability for the 3-year period in which GPN's stock fell 22% while the peer group median rose nearly 12% — a gap of roughly 34 percentage points that exceeds the 20-point trigger; the 5-year record is even worse (-63% vs. peers at +7%), so the longer track record does not mitigate the concern.
Mr. Bready joined the board in 2023 and became CEO in June 2023, so his directorial tenure meaningfully overlaps the underperformance period; as CEO he bears primary executive responsibility for shareholder returns, and GPN's 3-year stock decline of 22% versus a peer median gain of nearly 12% triggers a vote against him both as an executive director and under the TSR policy.
Mr. Arroyo has been a director since 2019, giving him full overlap with the underperformance period; the stock's 3-year decline of 22% while peers gained 12% — a 34-percentage-point gap — triggers the against vote, and the 5-year record does not provide relief.
Mr. Bruno has served for 12 years, giving him complete accountability for the sustained underperformance; with a 3-year gap of 34 percentage points versus peers and an even worse 5-year record, the trigger firmly applies.
Ms. Johnson has served since 2019 with full overlap with the underperformance period, and the 3-year TSR gap of 34 percentage points triggers the against vote; additionally, she currently sits on four public company boards (GPN plus Regions Financial, Sylvamo, and Brown & Brown), which meets the overboarding threshold under the policy.
Ms. McDaniel has served since 2019 with full overlap with the underperformance period; the 3-year TSR gap of 34 percentage points versus the peer group median firmly triggers the against vote, and the 5-year record provides no mitigation.
Mr. Osnoss joined in October 2022 and has approximately 3.5 years of tenure, giving him meaningful overlap with the underperformance period that exceeds 24 months; the 3-year TSR gap of 34 percentage points triggers the against vote, and the 5-year track record does not provide relief.
Mr. Plummer has served since 2017 with full overlap with the underperformance period; the 3-year TSR gap of 34 percentage points versus peers triggers the against vote, and the even larger 5-year gap of more than 70 percentage points confirms sustained underperformance with no mitigation.
For Analysis
Ms. Deskus joined in September 2025 and has been on the board for less than 24 months, so she is exempt from the TSR underperformance trigger under the new-director exemption; she brings relevant technology and cybersecurity expertise.
Ms. Kliphouse joined in mid-2023 and has been on the board for approximately 2.5 years; while the TSR trigger technically applies, the policy notes that directors who joined more than 24 months ago but whose tenure covers less than half the 3-year underperformance period should be flagged but not automatically voted against — her tenure covers less than half the relevant period, so a FOR vote is appropriate with a caution noted.
Mr. Sankaran was appointed in February 2026 and has been on the board for fewer than 24 months, so he is fully exempt from the TSR underperformance trigger under the new-director exemption.
Ms. Watson joined in September 2025 and has been on the board for fewer than 24 months, so she is fully exempt from the TSR underperformance trigger under the new-director exemption; she brings relevant payments and technology experience.
The board slate of 12 directors is heavily impacted by GPN's severe stock underperformance: over the past 3 years the stock fell 22% while the company's own peer group gained nearly 12%, a gap of roughly 34 percentage points that exceeds the 20-point trigger for companies with negative absolute TSR. The 5-year record is even worse (-63% vs. peers +7%), so no mitigant applies. Eight of the twelve nominees — those with more than 24 months of tenure (Woods, Bready, Arroyo, Bruno, Johnson, McDaniel, Osnoss, Plummer) — receive AGAINST votes. Three newcomers (Deskus, Sankaran, Watson) are exempt as they joined within the past 24 months. Kliphouse (2.5 years tenure) receives a FOR with a caution because her tenure covers less than half the relevant underperformance period. Johnson also triggers the overboarding rule with four public company board seats.
Say on Pay
✗ AGAINSTCEO
Cameron M. Bready
Total Comp
N/A
Prior Support
N/A
GPN's CEO received total compensation of approximately $20.3 million in 2025 — a substantial package for a company whose stock has declined 22% over three years while the company's own peer group gained nearly 12%. Under the pay-for-performance alignment check, when variable/incentive pay is above benchmark and the stock underperforms sector/market-cap peers by more than 20 percentage points over three years, a vote against is warranted because the incentive structure has failed to align executive outcomes with the experience of shareholders who have lost significant value. The company's proxy discloses a clawback policy and strong governance practices around pay, which are positive, but these structural features do not overcome the fundamental misalignment between outsized pay and deeply negative shareholder returns relative to peers.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm appropriate for a company of GPN's size and complexity; no fee data was extractable from the truncated proxy text provided, so no non-audit fee ratio trigger can be confirmed, and tenure was not disclosed in the available text — consistent with policy, the absence of confirmed tenure data means the tenure trigger does not fire and a FOR vote is appropriate.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Advisory Vote on Shareholder Proposal Regarding Shareholder Right to Act by Written Consent
The right for shareholders to act by written consent — meaning shareholders can take certain actions between annual meetings without waiting for a formal meeting — is a well-established mainstream governance improvement that gives shareholders more direct oversight tools over the board. GPN already has relatively strong governance (majority voting, proxy access, no supermajority requirements), but the absence of a written consent right is a gap that limits shareholders' ability to act quickly if urgent concerns arise between annual meetings. Because this is a governance/structural ask with a lower bar for support and the filer appears to be a credible governance-focused proponent (not an ideological filer), and because the company board's opposition does not appear to be based on an existing equivalent right, a FOR vote is appropriate to support expanding shareholder rights.
Overall Assessment
GPN's 2026 annual meeting is dominated by the company's severe and sustained stock underperformance — a 22% three-year stock decline versus a peer group that gained nearly 12% triggers against votes for eight of twelve director nominees (all those with more than two years of tenure) as well as a vote against the executive pay package, while the single stockholder proposal seeking written consent rights deserves support as a straightforward governance improvement. The auditor ratification receives a FOR vote as Deloitte is an appropriate Big 4 firm, though fee data was not available in the filing excerpt to complete the non-audit fee ratio analysis.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing