Cameron M. Bready
GLOBAL PAYMENTSAbout Cameron M. Bready
- CEO and director of Global Payments; age 53; director since 2023. Prior roles include President & COO (2019–2023) and CFO (2014–2019) at GPN, and CFO at ITC Holdings (2012–2014) .
- 2024 execution highlights under his leadership: mid‑single‑digit revenue growth, improved operating margins, and significant EPS growth; strategic transformation and portfolio simplification (e.g., AdvancedMD divestiture) .
- Long-term incentives emphasize three-year adjusted EPS with a relative TSR modifier; 2022 PSU cycle paid 70.6% after a −50% TSR modifier due to sub‑30th percentile relative TSR, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Payments | Chief Executive Officer | Jun 2023–present | Leads strategy and broad transformation; delivered EPS growth and margin improvement in 2024 . |
| Global Payments | President & COO | 2019–2023 | Oversaw worldwide merchant solutions, operations, risk, product, real estate . |
| Global Payments | Senior EVP & CFO | 2014–2019 | Financial leadership through growth and M&A integration . |
| ITC Holdings (public utility) | EVP & CFO | 2012–2014 | Public company finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Crawford & Company | Director | Current | Public company directorship . |
| Electronic Transactions Association | Director | Since 2018 | Industry body engagement . |
| Metro Atlanta Chamber | Member | Since 2021 | Regional economic leadership . |
| Woodruff Arts Center | Trustee | Since 2024 | Non-profit governance . |
| Pace Academy | Trustee | Since 2019 | Education governance . |
| Business Roundtable | Member | Since 2023 | CEO policy forum . |
Board Governance and Director Service
- Board is majority independent (9 of 10 nominees); GPN separates Chair (Independent Chair M. Troy Woods) and CEO roles. All committees are fully independent; Bready (CEO) serves on no board committees .
- Attendance: all directors attended ≥75% of meetings in 2024; employees who are directors receive no additional director compensation .
- Overboarding guardrails: CEO may serve on up to 2 public boards including GPN; the company states all directors meet these limits (Bready serves on GPN and Crawford) .
- Dual‑role implications: independent Chair structure, fully independent key committees, and annual elections mitigate CEO-director concentration and support oversight .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 725,000 | 958,333 | 1,000,000 |
| Target Bonus (% of Salary) | — | 200% | 200% |
| Actual Annual Incentive ($) | 1,152,449 | 1,412,778 | 1,942,000 |
| Stock Awards ($, grant-date fair value) | 5,474,783 | 10,193,616 | 10,606,595 |
| Option Awards ($, grant-date fair value) | 1,367,516 | 3,250,060 | 3,437,548 |
| All Other Comp ($) | 135,814 | 185,696 | 189,552 |
| Total Compensation ($) | 8,855,562 | 16,000,483 | 17,175,695 |
Additional structure at target (2024): Base salary $1.0M (6% of total), target bonus $2.0M (12%), target LTI $13.75M (82%) .
Performance Compensation
2024 Annual Incentive Plan (AIP) – metrics, targets, results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % | 2024 Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted Net Revenue | 50% | $8,780M | $9,242M | $9,519M | $9,188M | 94.2% | 942,000 |
| Adjusted Operating Margin | 50% | 44.5% | 45.0% | 45.4% | 45.0% | 100.0% | 1,000,000 |
| Total | 100% | — | — | — | — | 97.1% | 1,942,000 |
2025 AIP adds a strategic metric: Transformation Adjusted Operating Income Benefit (20%) alongside adjusted net revenue (40%) and adjusted operating margin (40%); each metric pays 0–200% of target .
2024 Long‑Term Incentive (LTI) awards (grant mix ~50% PSUs, ~25% options, ~25% RS)
| Award Type | Grant Date | Quantity | Price/Strike | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| Performance Share Units (target) | 3/1/2024 | 52,849 | — | 7,168,967 | 3-year period to 12/31/2026; earned on adjusted EPS with TSR modifier . |
| Restricted Shares | 3/1/2024 | 26,425 | — | 3,437,628 | 1/3 annually on each of first three anniversaries . |
| Stock Options | 3/1/2024 | 63,167 | $130.09 | 3,437,548 | 1/3 annually on each of first three anniversaries; expire 3/1/2034 . |
PSU valuation assumptions (Monte Carlo): 3/1/2024 grant—expected term 2.83 years; volatility 35.0%; risk-free 4.31%; dividend yield 0.77% . Performance period end date for 2024 PSUs: 12/31/2026 .
Historical LTI outcomes and design
- 2022 PSU cycle: earned at 70.6% of target; examples—Bready earned 14,196 shares vs 20,108 target, valued at $1,590,804 at $112.06/share. TSR ranked below the 30th percentile vs S&P 500, triggering a −50% TSR modifier .
- LTI features (2025 LTIP): double‑trigger CIC vesting; no repricing; no discounted options; clawback applies; minimum one‑year vesting (with limited exceptions) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/26/2025) | 248,050 shares plus 183,830 options exercisable; total 431,880; <1% of shares outstanding . |
| Stock ownership guidelines | CEO 600% of base salary; all NEOs compliant as of record date . |
| Anti‑hedging/pledging | Hedging and pledging prohibited by policy . |
| Outstanding equity (12/31/2024) – examples | Unvested RS: 31,856 (3/1/2024), 10,312 (6/1/2023), 10,145 (2/21/2023), 3,352 (2/22/2022). Options outstanding across multiple strikes/expiries including 63,167 unexercisable at $130.09 expiring 3/1/2034; numerous earlier grants exercisable . |
| Upcoming vesting/supply | 2024 RS/option tranches vest on 3/1/2025, 3/1/2026, 3/1/2027; 2024 PSU performance period ends 12/31/2026 with payout post‑certification (potential supply) . |
Employment Terms
Contract structure and protections
- Term: 3‑year initial term, auto‑renewal annually thereafter unless notice; termination for cause/without cause; executive may resign for good reason (e.g., material diminution, reporting change, compensation reduction, relocation, successor failure, material breach) .
- Restrictive covenants: non‑disclosure; non‑compete and non‑solicit 24 months post‑termination (18 months if terminated without cause or resigned for good reason) .
- Clawback: incentive compensation subject to clawback (NYSE‑compliant policy and plan-based forfeiture/recoupment) .
- Change in control: double‑trigger vesting and severance (termination without cause or resignation for good reason within 24 months of a CIC, or termination in anticipation of CIC) .
- No excise tax gross‑ups; anti‑repricing; no discounted options .
Severance economics (Bready)
| Scenario | Cash Salary | Cash Bonus components | Equity acceleration (illustrative) | Health (COBRA) | Total |
|---|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | $2,000,000 (24 months) | Prorated AIP $1,942,000; plus 2x target bonus $4,000,000 | RS $6,237,820; options $328,068; PSUs: $10,241,220 (timing/method as disclosed) | $41,045 | $24,790,153 |
| Termination without cause / good reason (with CIC) | $3,000,000 (3x salary) | Prorated AIP $2,000,000; plus 3x target bonus $6,000,000 | RS $6,237,820; options $328,068; PSUs: $17,539,407 | $41,045 | $35,146,340 |
| Death/Disability | — | — | RS $6,237,820; options $328,068; PSUs $14,389,849 | — | $20,955,737 |
| Retirement | — | — | RS $6,237,820; options $328,068; PSUs $18,475,108 | — | $25,040,996 |
Notes: PSU vesting varies by timing in performance cycle; CIC benefits are double‑trigger; releases and covenant compliance required for severance .
Perquisites and deferred comp (select)
- Limited perqs including financial planning, executive health, capped personal aircraft use (50 hours CEO); certain spousal travel gross‑ups for Company‑requested events; NQ deferred comp available; 401(k) restoration match via NQ plan .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (Apr 24, 2025): Say‑on‑pay votes—For 159,207,685; Against 27,816,574; Abstain 4,069,352; strong support for incentive plan and ESPP approvals .
- 2024 Say‑on‑Pay: ~88% approval of 2023 NEO compensation; committee retained structure while continuing to evaluate LTI metrics; maintains double‑trigger CIC, clawback, ownership, and anti‑hedging/pledging practices .
Compensation Committee and Framework
- Compensation Committee (independent): John G. Bruno (Chair), Robert H.B. Baldwin, Jr., Joia M. Johnson, Joseph H. Osnoss; four meetings in 2024; retains independent consultant; oversees CEO goals, pay, succession, clawback, ownership guidelines, and risk reviews .
- LTI administered under shareholder‑approved plan; 2025 LTIP codifies best practices (no repricing/discounts; minimum vesting; director award caps; clawback) .
Investment Implications
- Alignment: Very high at‑risk mix (82% LTI at target; PSUs tied to multi‑year EPS with TSR modifier) supports long‑term value creation; 2022 PSUs paid at 70.6% after TSR penalty, confirming downside sensitivity .
- Near‑term supply/catalysts: Annual vesting from 3/1/2024 grants (RS/options) on 3/1/2025–2027 and 2024 PSU cycle ending 12/31/2026 may create intermittent selling windows; however, anti‑hedging/pledging and ownership guidelines (600% salary) mitigate misalignment/selling pressure risk .
- Retention/transition risk: Protective severance (up to 3x salary+bonus on CIC) and robust equity holdings reduce retention risk; double‑trigger CIC design is shareholder‑friendly vs single‑trigger norms .
- Governance: Independent Chair and independent committees offset CEO‑director concentration; say‑on‑pay support and strong policies (clawback, no repricing, no gross‑ups) reduce governance red flags .