David Green
GLOBAL PAYMENTSAbout David L. Green
David L. Green, age 57, is Chief Administrative Officer (CAO) of Global Payments Inc. (GPN), previously serving as Chief Administrative and Legal Officer and Corporate Secretary, and before that General Counsel and Corporate Secretary, with a tenure at GPN dating back to 2007 . In 2024, GPN delivered mid-single-digit revenue growth, improved operating margins, and significant EPS growth; adjusted EPS was 11.55 and GAAP net income was $1,644 million, though 5-year TSR stood at $63.65 versus a $100 baseline in 2019, indicating underperformance relative to peers during that span . The company returned $1.8 billion to shareholders via dividends and repurchases in 2024, aligning executive incentives with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Payments Inc. | Chief Administrative Officer | Jul 2024–present | Executive oversight of administrative functions and enterprise alignment with new operating model . |
| Global Payments Inc. | Chief Administrative & Legal Officer; Corporate Secretary | Jul 2023–Jul 2024 | Led legal, governance, corporate secretary functions during strategy refresh and transformation . |
| Global Payments Inc. | General Counsel & Corporate Secretary | Nov 2013–Jun 2023 | Oversaw global legal, compliance, board governance and disclosure practices . |
| Global Payments Inc. | SVP & Division General Counsel | Aug 2011–Nov 2013 | Division-level legal leadership supporting growth and M&A . |
| Global Payments Inc. | VP & Division General Counsel | Aug 2007–Aug 2011 | Established legal frameworks for business units . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | — . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $675,000 | $695,000 (+3%) |
| Target Bonus (% of Base) | 120% | 120% | 120% |
| Actual Short-Term Incentive Paid | $763,000 | $684,045 | $798,162 (97.1% of target payout) |
| All Other Compensation | $111,298 | $119,183 | $114,064 (includes perqs, company contributions) |
Perquisites detail: personal aircraft use valued at $41,107 in 2024 (part of other compensation) . Deferred compensation plan company contribution of $34,082; aggregate balance $198,288 at 12/31/2024 .
Performance Compensation
Annual (Short-Term) Incentive Plan – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | 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 Payout (David Green) | — | — | — | — | — | 97.1% (paid $798,162; 50% elected in RS) |
2025 update: adds a strategic metric “Transformation Adjusted Operating Income Benefit” at 20% weighting alongside Adjusted Net Revenue (40%) and Adjusted Operating Margin (40%), each 0–200% payout .
Long-Term Incentive (LTI) Mix and 2024 Grants
| LTI Component | Design | 2024 Target Allocation | 2024 Grant (David Green) |
|---|---|---|---|
| Performance Units (PSUs) | 3-year adjusted EPS growth with +/-25% TSR modifier vs S&P 500; payout 0–200% | ~50% of LTI | $1,650,000; 12,684 PSUs (grant date 3/1/2024, price $130.09) |
| Stock Options | 3-year ratable vesting; exercise price at grant date; Black-Scholes valuation | ~25% of LTI | $825,000; 15,160 options (3/1/2024; strike $130.09) |
| Restricted Stock (time-based) | 3-year ratable vesting | ~25% of LTI | $825,000; 6,342 RS (3/1/2024; $130.09) |
2022 PSUs payout: Earned at 70.6% of target; David Green received 7,267 shares valued $814,340 at $112.06 on 12/31/2024 .
Options Exercised and Stock Vested – 2024
| Item | Shares | Value |
|---|---|---|
| Options Exercised | 11,868 | $573,719 realized |
| Stock Awards Vested | 13,538 | $1,793,131 realized |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 26, 2025)
| Category | Shares |
|---|---|
| Shares owned with sole voting/investment power | 68,450 |
| Shares issuable upon exercise of stock options | 75,480 |
| Total beneficially owned | 143,930 (<1% of class) |
Shares outstanding were 245,876,279 on Mar 3, 2025 (context for % ownership) .
Outstanding Equity Awards (12/31/2024)
| Category | Quantity | Indicative Value (12/31/2024 close $112.06) |
|---|---|---|
| Options exercisable | 64,947 | Value depends on strike; underwater options valued $0 for acceleration . |
| Options unexercisable | 30,895 | — |
| Unvested Restricted Stock | 15,256 | $1,709,587 |
| Unearned PSUs (assumed max for 2023–2024 per SEC method) | 60,041 | $6,728,194 |
Alignment policies:
- Stock ownership guidelines: 400% of base salary for NEOs; retain 50% of shares until met; each NEO in compliance at record date .
- Anti-hedging and anti-pledging: hedging or pledging GPN stock is prohibited .
- Clawback: comprehensive NYSE-compliant policy covering incentive compensation and equity, including in restatements .
Employment Terms
| Scenario | Salary Multiple | Bonus Multiple | Equity Treatment | COBRA |
|---|---|---|---|---|
| Termination without cause or resignation for good reason (no CIC) | 18 months of base salary (paid over time) | 1.5x target bonus (paid 9 months post-separation) | Options exercisable within 24 months become vested; RS vests; PSUs vest pro rata (target if in year 1; actual thereafter) | 18 months lump-sum equivalent |
| Termination without cause or resignation for good reason (within 24 months of CIC; double trigger) | 2x base salary lump sum | 2x target bonus (plus prorated annual bonus) | RS and options vest; PSUs vest at target if in year 1; actual thereafter; options remain exercisable ≤90 days | 18 months lump-sum equivalent |
| Death or Disability | — | — | RS/options vest; PSUs vest at target; options exercisable ≤90 days | — |
| Retirement | — | — | RS/options vest; PSUs vest based on actual performance at end of cycle; options exercisable ≤90 days |
Contract structure:
- Initial 3-year term, auto-renews annually unless notice given .
- Non-compete: generally 24 months; 18 months if terminated without cause or for good reason; 24-month non-solicit of customers/employees; confidentiality obligations .
- No excise tax gross-ups; double-trigger CIC protection; release required for severance .
Quantified potential payments (hypothetical as of 12/31/2024):
- No CIC, good reason/without cause total: $9,541,418 .
- With CIC (double trigger) total: $10,341,756 .
- Death/Disability total: $6,408,711 .
- Retirement total: $6,408,711 .
Compensation Program Context
- Say-on-pay approval: 88% in 2024; Committee retained program structure for 2024 after engagement .
- Peer group used for benchmarking includes ADP, Fiserv, FIS, Mastercard, PayPal, Salesforce, TransUnion, Workday and others; VMware removed, TransUnion and Workday added for 2025 decisions; Committee does not target a specific percentile .
- Independent consultant: FW Cook advises the Compensation Committee; independence affirmed .
Investment Implications
- Pay-for-performance alignment: 2024 STI paid at 97% on balanced revenue and margin metrics; 2022 PSUs paid at 70.6% due to below-30th percentile TSR modifier, signaling equity payouts are sensitive to multi-year TSR and adjusted EPS growth execution .
- Near-term trading signal: 2025 STI adds a transformation operating income metric (20% weighting), directly tying management pay to delivery of operational improvement; monitor disclosed transformation benefits vs targets .
- Insider selling pressure: Green exercised 11,868 options in 2024 and had significant vesting ($2.37 million realized), with sizable unearned PSUs and unvested RS remaining—calendar vesting over the next two years can create supply; anti-pledging mitigates alignment risk .
- Retention and change-in-control economics: 1.5x bonus and 18-month salary severance absent CIC, and 2x/2x under double-trigger CIC, plus broad equity acceleration—competitive but not excessive, without tax gross-ups; non-compete/non-solicit terms reduce transition risk .
- Ownership and alignment: Beneficial ownership of 143,930 shares/options (<1%) with compliance to 400% ownership guideline and clawback coverage supports alignment; however, company TSR from 2019 baseline remains challenged, requiring sustained execution to translate operating improvements into shareholder returns .