Andrea Carter
GLOBAL PAYMENTSAbout Andrea Carter
Andrea Carter, age 55, is Global Payments’ Chief Human Resources Officer (CHRO) since 2020, having previously led Corporate, International and Talent Management HR from 2017–2020 and serving as CHRO at Habitat for Humanity (2016–2017). She sits on the board of Churchill Downs Incorporated (since December 2022). Company performance during 2024 achieved adjusted net revenue of $9,188 million and 45.0% adjusted operating margin, and management cites “mid-single-digit revenue growth” and significant EPS growth; the 2022 PSU cycle was reduced by a relative TSR modifier after TSR ranked below the 30th percentile versus the S&P 500 for 2022–2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Payments | SVP, Human Resources – Corporate, International & Talent Management | Sep 2017–Jan 2020 | Led HR across corporate, international and talent management functions supporting global workforce strategy. |
| Habitat for Humanity | Chief Human Resources Officer | Jun 2016–Aug 2017 | Oversaw enterprise HR function at a global non-profit organization. |
| Global Payments | Chief Human Resources Officer | 2020–Present | Executive HR leadership; board oversight notes CHRO leads workforce strategy and People, Access & Belonging initiatives. |
External Roles
| Organization | Role | Years |
|---|---|---|
| Churchill Downs Incorporated | Director | Since Dec 2022 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 581,250 | 610,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Annual Incentive ($) | 468,800 | 592,310 |
| Stock Awards ($) | 1,584,324 | 1,157,207 |
| Option Awards ($) | — | 375,008 |
| All Other Compensation ($) | 90,899 | 82,502 |
| Total Compensation ($) | 2,725,273 | 2,817,027 |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Outcome
| Metric (Weight) | Threshold | Target | Max | Actual Performance | Payout % |
|---|---|---|---|---|---|
| Adjusted Net Revenue (50%) | $8,780mm | $9,242mm | $9,519mm | $9,188mm | 94.2% |
| Adjusted Operating Margin (50%) | 44.5% | 45.0% | 45.4% | 45.0% | 100.0% |
| Total STIP Payout (Andrea Carter) | — | — | — | — | 97.1% (Paid $592,310; 50% elected in RS) |
Notes: Executives could earn 0–200% per metric; metrics are defined solely for compensation and may differ from non-GAAP disclosures elsewhere.
Short-Term Incentive Plan – 2025 Updates
| Metric | Weight | Rationale |
|---|---|---|
| Adjusted Net Revenue | 40% | Key component of annual operating plan. |
| Adjusted Operating Margin | 40% | Key profitability measure. |
| Transformation Adjusted Operating Income Benefit | 20% | Captures operating income uplift from transformation initiatives. |
Long-Term Incentive Plan (LTI) – Vehicles, Metrics, and 2024 Grants
| Vehicle | Design | Vesting |
|---|---|---|
| Performance Units (PSUs) | Year-over-year adjusted EPS growth over 3 years with +/- 25% TSR modifier (up to 200% cap). | Earn over 3-year period; convert to shares after Committee certification. |
| Stock Options | Exercise price at grant date close; no repricing. | 1/3 annually over first three anniversaries. |
| Restricted Stock | Time-based retention. | 1/3 annually over first three anniversaries. |
| 2024 Grant (3/1/2024) | Quantity | Grant-Date Fair Value ($) | Terms |
|---|---|---|---|
| PSUs | 5,766 | 782,158 | 3-year performance; adjusted EPS + TSR modifier. |
| Restricted Shares | 2,883 | 375,049 | Time-based; equal vesting over 3 years. |
| Stock Options | 6,891 @ $130.09 | 375,008 | Vest 1/3 annually; 10-year term. |
| Prior Awards (Granted pre-executive appointment) | Quantity | Design |
|---|---|---|
| 2023 PSUs | 4,597 | Same adjusted EPS construct; max 150% payout and no TSR modifier (pre-NEO grant). |
| 2023 RS | 9,716 | Time-based vesting; partial grants in 2023. |
| 2022 PSUs | — | Payout for pre-NEO grants at 141.3% (no TSR modifier); Company-wide 2022 PSUs subject to TSR cut for CEO cycle. |
2022 PSU Company outcome: average adjusted EPS factors yielded 141.3% for pre-NEO grants (no TSR modifier), while CEO’s PSU cycle was reduced by 50% due to TSR below 30th percentile (S&P 500 peer group).
Equity Ownership & Alignment
| Ownership Element | Amount |
|---|---|
| Beneficially Owned (Sole voting/investment) | 19,204 shares |
| Shares issuable on options (within 60 days) | 2,297 shares |
| Total Beneficial Ownership | 21,501 shares; <1% of class |
| Options – Unexercisable (12/31/2024) | 6,891 (3/1/2034 expiry) |
| Unvested Restricted Stock (12/31/2024 total) | 21,824 shares (across 2022–2024 grants) |
| Unearned PSUs (12/31/2024 total) | 23,104 units (across 2022–2024 cycles) |
| Stock Ownership Guideline | 400% of base salary for NEOs; retain 50% of shares until met. |
| Guideline Compliance | All NEOs, including Carter, in compliance as of record date. |
| Hedging/Pledging | Prohibited by policy; no pledging permitted. |
| Clawback | NYSE-compliant clawback policy covering incentive compensation and equity awards upon restatement. |
Employment Terms
- Agreement: Initial 3-year term; auto-renews annually unless non-renewal notice.
- Non-Compete/Non-Solicit: 24 months post-separation (18 months if terminated without cause or for good reason); confidentiality restrictions; non-compete not applicable if company elects non-renewal.
- Change-in-Control: Double-trigger required (CIC plus qualifying termination within 24 months); no single-trigger vesting.
- Severance Multiples:
- Without Cause / Good Reason (No CIC): Base salary continuation for 18 months; prorated bonus; additional 1.5x target bonus; 18 months COBRA; equity vesting rules as described; options exercisable up to 90 days post-separation.
- With CIC (Double-Trigger): 2x base salary; 2x target bonus (lump sum paid on schedule); prorated bonus; 18 months COBRA; full vesting of RS/options; PSUs vest at target or based on actual performance depending on cycle year.
- Tax Gross-Ups: None (explicit prohibition).
Potential Payments (Illustrative, assuming event on 12/31/2024)
| Scenario | Total ($) | Components (selected) |
|---|---|---|
| Termination Without Cause/Good Reason (No CIC) | 6,104,932 | Base salary severance $930,000; Annual cash incentive $592,310; Other cash severance $930,000; RS acceleration $2,445,597; PSUs $1,193,798; COBRA $13,227. |
| Termination Without Cause/Good Reason (With CIC) | 7,411,512 | Base salary $1,240,000; Prorated bonus $620,000; Additional cash $1,240,000; RS acceleration $2,445,597; PSUs $1,852,688; COBRA $13,227. |
| Death or Disability | 4,130,867 | RS acceleration $2,445,597; PSUs $1,685,270. |
| Retirement | 4,400,372 | RS acceleration $2,445,597; PSUs $1,954,775. |
Additional Instruments and Programs
| Program | Carter’s 2024 Activity |
|---|---|
| Non-Qualified Deferred Compensation | Company contribution $24,951; earnings $6,651; year-end balance $77,129. |
| Options/RS Vesting & Exercises (2024) | Stock awards vested: 10,774 shares; value realized $1,374,828; options exercised: none. |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: 55% of Carter’s 2024 target was LTI equity; STIP target at 100% of salary.
- LTI construct retained adjusted EPS as sole PSU metric for 2024, despite investor feedback advocating FCF/ROIC; TSR modifier applies to NEOs’ PSUs.
- No repricing/backdating; plan forbids single-trigger CIC vesting, discounted awards, or evergreen replenishment.
- Say-on-Pay support: 88% approval in 2024 for NEO compensation program, indicating investor acceptance of pay design.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong ownership guidelines with retention until compliance.
- Double-trigger CIC; no excise tax gross-ups; clawback policy in place; no liberal share recycling.
- Section 16(a) compliance: no delinquency noted for Carter; one late Form 4 for a director due to code change.
Performance & Track Record (Company Context Under Carter’s HR Tenure)
- 2024 results used for STIP: Adjusted net revenue $9,188mm and 45.0% adjusted operating margin achieved.
- Company commentary: “mid-single-digit revenue growth,” improved operating margins, and significant EPS growth in 2024; $1.8 billion returned via dividends/repurchases.
- 2022 PSU cycle outcome: TSR ranking below 30th percentile led to payout reduction in CEO cycle; pre-NEO PSUs for Carter’s cohort paid at 141.3% without TSR modifier.
Investment Implications
- Alignment: Carter’s pay is heavily performance- and equity-based (PSUs, RS, options), with robust clawback and ownership policies—reducing misalignment risk.
- Vesting/Supply: Annual RS vesting and three-year PSU conversions may introduce periodic supply; options are modest and predominantly unexercisable, limiting near-term selling pressure.
- Retention/CIC Economics: 1.5x bonus + 18 months salary (no CIC) and 2x base + 2x bonus (with CIC) provide meaningful retention value; double-trigger design reduces windfall risk.
- Execution Risk: PSU reliance on adjusted EPS with TSR modifier keeps focus on earnings quality and share performance; investor preference for FCF/ROIC persists—watch for metric evolution.