Bob Cortopassi
GLOBAL PAYMENTSAbout Bob Cortopassi
Robert M. “Bob” Cortopassi, age 49, is Global Payments’ President and Chief Operating Officer since July 2024, following senior leadership roles across Merchant Solutions and integrated payments since 2017; his earlier career spans product development leadership at Accelerated Payment Technologies and CAM Commerce Solutions . Company-level performance context: Global Payments delivered $9.65B revenue and $1.72B operating income in 2023, and its share price rose 28% that year versus the S&P 500, framing the pay-for-performance environment in which his incentives are set . 2024 short‑term incentive (STI) paid at 97.1% of target, with equal weighting to adjusted net revenue and adjusted operating margin; for 2025, a transformation operating income benefit metric is added (40/40/20 weighting) to align compensation with execution on operational initiatives .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Global Payments | President & Chief Operating Officer | Jul 2024 – Present | Elevated via succession planning and pipeline development |
| Global Payments | President, International Merchant Solutions & Vertical Markets | Jan 2022 – Jul 2024 | Led merchant and vertical market portfolios |
| Global Payments Integrated | President | Oct 2019 – Jan 2022 | Leadership in integrated payments |
| Global Payments (OpenEdge) | President | Oct 2017 – Oct 2019 | Business unit leadership |
| Global Payments | SVP & General Manager | Apr 2013 – Oct 2017 | GM responsibilities |
| Global Payments | VP, Product Development | Oct 2012 – Apr 2013 | Product development leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accelerated Payment Technologies, Inc. | SVP, Product Development & Technical Operations | Oct 2008 – Oct 2012 | Product & technical operations leadership |
| CAM Commerce Solutions, Inc. | VP, Product Development | Jul 1996 – Sep 2008 | Product development leadership |
Fixed Compensation
| Item | 2024 Target | Notes |
|---|---|---|
| Base Salary | $775,000 | Annualized for role; appointed July 2024 |
| Target Bonus % of Salary | 125% | STI target percent |
| Target Bonus ($) | $968,750 | STI target dollars |
| Actual STI Payout 2024 ($) | $548,716 | Prorated; 50% paid in RS with 1‑year vest |
| STI Payout Components ($) | Adj. Net Revenue: $266,164; Adj. Operating Margin: $282,552 | Equal weighting; overall payout 97.1% |
| Target Long‑Term Equity (LTI) | $5,000,000 | Annualized target LTI |
| LTI Mix | ~50% PSUs; ~25% Options; ~25% Restricted Stock | Program design |
Performance Compensation
Short‑Term Incentive Metrics (2024)
| Metric | Weighting | Design |
|---|---|---|
| Adjusted Net Revenue | 50% | Financial goal under STI |
| Adjusted Operating Margin | 50% | Profitability goal under STI |
Short‑Term Incentive Metrics (2025)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted Net Revenue | 40% | 50% | 100% | 200% |
| Adjusted Operating Margin | 40% | 50% | 100% | 200% |
| Transformation Adjusted Operating Income Benefit | 20% | 50% | 100% | 200% |
Long‑Term Incentive (PSUs) Design
| Metric | Rationale | TSR Modifier | Performance Period | Payout Range |
|---|---|---|---|---|
| Adjusted EPS growth (annual, 3‑yr program) | Incentivizes sustained long‑term performance | ±25% vs S&P 500 TSR rank | 3 years; earned at end, post certification | 0%–200% of target |
2024 Equity Grants (Cortopassi)
| Grant Date | Award Type | Units (#) | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| Mar 1, 2024 | PSUs (target) | 10,186 | — | Convert after 3‑year performance period |
| Aug 8, 2024 | PSUs (target) | 11,292 | — | Convert after 3‑year performance period |
| Mar 1, 2024 | Restricted Stock | 5,093 | — | 1/3 annually on first three anniversaries |
| Aug 8, 2024 | Restricted Stock | 5,646 | — | 1/3 annually on first three anniversaries |
| Mar 1, 2024 | Stock Options | 12,174 | 130.09 | 1/3 annually on first three anniversaries; expires 3/1/2034 |
| Aug 8, 2024 | Stock Options | 13,531 | 104.06 | 1/3 annually on first three anniversaries; expires 8/8/2034 |
2022 PSU payout calibration: company-wide 2022 PSU design used annual adjusted EPS growth with a TSR modifier; final payout was reduced by 50% due to TSR below the 30th percentile vs S&P 500 (affects awards with TSR feature). Cortopassi’s 2022 PSU grant (pre‑NEO) had no TSR modifier and a 200% cap and was earned based on adjusted EPS formulae disclosed .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Owned | Options (Issuable within 60 days) | Total | % of Class |
|---|---|---|---|---|
| Robert Cortopassi | 40,854 | 4,058 | 44,912 | * (Less than 1%) |
- Insider stock transactions in 2024: Cortopassi exercised zero options and had 19,102 shares vest (restricted stock and PSUs), realizing $2,281,661 on vesting; this indicates vest-driven supply rather than option exercises in the year .
- Stock ownership guidelines: 400% of base salary for NEOs; covered persons must retain 50% of shares until guideline met; NEOs were in compliance as of the record date .
- Anti‑hedging and pledging: Company prohibits hedging and pledging; equity grant timing policies avoid MNPI timing; clawback policy applies to incentive compensation and certain time‑based equity .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Units (#) | Price ($) or Value ($) | Status |
|---|---|---|---|---|
| Options (Unexercisable) | Mar 1, 2024 | 12,174 | 130.09 | Expires 3/1/2034; vests 1/3 annually |
| Options (Unexercisable) | Aug 8, 2024 | 13,531 | 104.06 | Expires 8/8/2034; vests 1/3 annually |
| Restricted Stock (Unvested) | Feb 22, 2022 | 4,779 | $535,535 | Vests per award terms |
| Restricted Stock (Unvested) | Feb 21, 2023 | 3,832 | $429,414 | Vests per award terms |
| Restricted Stock (Unvested) | Aug 4, 2023 | 13,490 | $1,511,689 | Vests per award terms |
| Restricted Stock (Unvested) | Mar 1, 2024 | 7,015 | $786,101 | 1/3 annually |
| Restricted Stock (Unvested) | Aug 8, 2024 | 5,646 | $632,691 | 1/3 annually |
| PSUs (Unearned) | Feb 22, 2022 | 6,753 | $756,741 | Converts post performance/certification |
| PSUs (Unearned) | Feb 21, 2023 | 8,621 | $966,069 | Performance period ends 12/31/2025 |
| PSUs (Unearned) | Mar 1, 2024 | 20,372 | $2,282,886 | Performance period ends 12/31/2026 |
| PSUs (Unearned) | Aug 8, 2024 | 22,584 | $2,530,763 | Performance period ends 12/31/2026 |
Employment Terms
| Term | Key Provision | Notes |
|---|---|---|
| Agreement term | 3‑year initial term; auto‑extends 1 year on second anniversary and annually | Subject to notice of non‑renewal |
| Non‑compete / Non‑solicit | 24 months post‑separation (18 months if terminated without cause or for good reason); confidentiality obligations | Non‑compete not applicable if company declines extension |
| Severance (no CIC) | 18 months base salary; prorated annual incentive (actual performance); additional cash = 1.5x target bonus; 18 months COBRA; RS & options vest; PSUs vest proportionally; options exercisable ≤90 days | Requires compliance with restrictive covenants |
| Severance (with CIC, double trigger) | Cash = 2x base salary (lump sum or payments); prorated annual incentive (target or actual per timing); additional cash = 2x target bonus; 18 months COBRA; full vesting of RS & options; PSUs vest at target (if in year 1) or based on actual performance (if after year 1); options exercisable ≤90 days | Double trigger; also covers certain “anticipatory” terminations within 9 months before CIC consummation |
| Potential payments (illustrative, as of 12/31/2024) | No CIC total: $9,542,556; CIC total: $12,518,050; Death/Disability: $7,811,253; Retirement: $8,400,800 | Values reflect stock at $112.06; includes RS/option/PSU acceleration and COBRA |
| Clawback | Comprehensive incentive compensation recovery policy; applies to executive officers; LTIP awards subject to clawback | NYSE rule‑compliant; broader authority in equity agreements |
| Tax gross‑ups | None provided; excise tax gross‑ups not permitted | Governance “We Do Not” list and CD&A confirm |
Cause/Good Reason definitions and Atlanta relocation protections are specified; CIC vesting is “double trigger” (CIC plus qualifying termination within 24 months) .
Perquisites and Deferred Compensation
- 2024 perquisites for Cortopassi included corporate housing ($53,857), plus company contributions to 401(k) and non‑qualified deferred comp ($17,250 and $56,005, respectively) .
- NEOs may elect non‑qualified deferrals and participate in a 401(k) restoration program subject to plan terms; clawback and anti‑hedge policies apply .
Compensation Structure Analysis
- Equity‑heavy mix (74% of target total for Cortopassi in 2024) aligns pay with long‑term performance; STI uses revenue and margin, while PSUs use adjusted EPS with a TSR modifier to balance growth and shareholder returns .
- Committee reforms: reduced PSU max payout to 200% (from 400%) and simplified metrics; retained adjusted EPS for PSUs despite investor feedback suggesting ROIC, with continued evaluation of supplemental metrics .
- Options vest over 3 years and are not re‑priced; LTIP prohibits discount options and repricing; minimum one‑year vesting applies broadly .
- 2025 STI adds transformation operating income benefit (20% weight), signaling explicit linkage of incentives to operational value creation initiatives .
Compensation Committee & Say‑On‑Pay
- Compensation Committee chaired by John G. Bruno; members include Robert H.B. Baldwin Jr., Joia M. Johnson, and Joseph H. Osnoss (10 meetings in 2023) .
- 2024 say‑on‑pay approval was 88%, and the program retained strong pay‑for‑performance features and clawback provisions .
Investment Implications
- Alignment: 400% stock ownership guideline, anti‑hedging/pledging, and clawback policy reduce misalignment risk; Cortopassi is in compliance with ownership requirements .
- Near‑term supply dynamics: 2024 STI payout delivered 50% in one‑year RS, plus ongoing 3‑year RS and option vesting; 2024 vesting (19,102 shares) suggests vest‑related supply rather than option exercises, moderating immediate selling pressure signals .
- Performance‑linked upside: Significant PSU overhang tied to adjusted EPS (and TSR moderation for certain grants) creates leveraged exposure to multi‑year execution on growth and margin expansion, while STI adds transformation OI benefit, increasing incentive focus on operational delivery .
- Retention/CIC economics: Double‑trigger CIC with 2x salary and 2x target bonus plus full equity vesting (subject to timing) provides strong retention but represents material event‑risk economics for equity investors in strategic transaction scenarios .