F. Thaddeus Arroyo
GLOBAL PAYMENTSAbout F. Thaddeus Arroyo
F. Thaddeus Arroyo, age 61, is an independent director of Global Payments Inc., serving since 2019; he chairs the Technology Committee and sits on the Governance and Nominating Committee. Professionally, he is Chief Strategy and Development Officer at AT&T, Inc. (since 2022) and previously held multiple CEO/technology leadership roles at AT&T and Cingular Wireless, with earlier senior leadership at Sabre Inc.; he also has several years of prior service as a director of TSYS before its merger into GPN . The Board has affirmatively determined he is independent under NYSE standards , and his tenure on the Board is 5.5 years as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T, Inc. | Chief Strategy & Development Officer | 2022–present | Oversees corporate strategy, corporate development, venture investments, and business development |
| AT&T (Consumer) | Chief Executive Officer | 2019–2022 | Led consumer internet, video entertainment and mobility businesses |
| AT&T (Business) | Chief Executive Officer | 2017–2019 | Led integrated global Business Solutions organization |
| AT&T Mexico, LLC | Chief Executive Officer | 2015–2016 | Country leadership |
| AT&T | President–Technology Development; Chief Information Officer | 2014–2015; 2007–2014 | Transformed AT&T’s technology strategy; information security and cyber expertise |
| Cingular Wireless | Chief Information Officer | 2001–2007 | Technology leadership |
| Sabre Inc. | SVP Product Marketing & Development | 1992–2001 | Product and development leadership |
| TSYS (pre-merger) | Director | Several years (dates not disclosed) | Payments industry board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Center for Women & Information Technology | Member, Board of Directors | Not disclosed | Non-profit focused on increasing participation of girls and women in computing |
| SMU Cox School of Business | Member, Executive Advisory Board | Not disclosed | Advisory role |
| Dallas Museum of Art | Trustee | Not disclosed | Community leadership |
Board Governance
- Committee assignments:
- Technology Committee: Chair; 4 meetings in 2024; all members independent. Members include Arroyo (Chair), John G. Bruno, Kirsten Kliphouse, Ruth Ann Marshall, Joseph H. Osnoss .
- Governance and Nominating Committee: Member; 4 meetings in 2024; all members independent. Members: Connie D. McDaniel (Chair), Thaddeus Arroyo, Joia M. Johnson, Ruth Ann Marshall, John T. Turner .
- Independence: Determined independent under NYSE standards; Board lists Arroyo among independent nominees .
- Attendance and engagement:
- Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Independent directors meet without management; fully independent Audit, Compensation, Governance & Nominating, and Technology committees .
- Technology/cyber oversight: The Technology Committee oversees Information Security and enterprise cyber risk; the CISO reports directly to the Technology Committee .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $155,000 | Comprised of $125,000 annual basic cash retainer plus $30,000 supplemental cash retainer for chairing a non-audit committee |
| Stock Awards (FMV) | $229,956 | Annual fully-vested stock retainer granted April 26, 2024; value based on grant-date closing price; none of the independent directors had unvested stock awards outstanding at 12/31/2024 |
| Total | $384,956 | Paid under non-employee Director Compensation Plan; no per-meeting fees; paid in advance post annual meeting |
Annual director compensation structure (April 2024 cycle):
- Basic cash retainer: $125,000; supplemental retainer for chair of “Other Committees”: $30,000; annual stock retainer (FMV): $230,000 .
Performance Compensation
- Directors receive an annual fully-vested stock retainer; no performance-based bonuses or PSUs are disclosed for non-employee directors. For context, company incentive plan metrics (used for NEO short- and long-term incentives) are below; these do not apply to director compensation: | Metric | Definition | Rationale | |---|---|---| | Adjusted EPS | Adjusted net income (excluding FX and specified items) divided by diluted weighted-average shares; excludes acquisition-related amortization, share-based comp, acquisition/integration/separation expense, gains/losses on dispositions, facilities exit charges, transformation charges, discrete tax items, other income/expense, termination benefits, technology asset charges, modernization charges, asset write-offs for discontinued initiatives, and effects of noncontrolling interests and income taxes, as applicable | Primary metric to reflect economic benefits to the core business; used for long-term incentive awards | | Adjusted Net Revenue | Excludes certain gross-up related payments, acquisition accounting fair value adjustments for software-related contract liabilities, and FX impacts | Used to set goals and determine short-term incentive compensation |
Short-term incentive plan also references adjusted operating margin alongside adjusted net revenue; long-term plan uses adjusted EPS .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None |
| Other public company directorships in past five years | None |
| Potential interlocks/conflicts | None disclosed; Audit Committee reviews and approves related party transactions |
Expertise & Qualifications
- Extensive experience developing and executing strategy and driving growth across executive roles at AT&T; leadership in information security, cyber-security and technology innovation, having led transformation of AT&T’s technology strategy .
- Significant global business experience, including several years as a director of TSYS; M&A expertise .
- Career highlights span CEO roles at AT&T Consumer and Business, CEO AT&T Mexico, President–Technology Development and CIO at AT&T; CIO at Cingular; senior product leadership at Sabre .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares with sole voting/investment power | 9,920 | As of Feb 26, 2025 |
| Shares issuable upon exercise of stock options | 4,822 | Options outstanding as of 12/31/2024 also reported as 4,822 |
| Total beneficial ownership | 14,742 | Percentage of class: “*” (less than 1%) |
| Unvested stock awards outstanding (12/31/2024) | None | Applies to all independent directors |
| Stock ownership guideline | 500% of annual cash retainer within five years; all non-employee directors were in compliance as of the record date | |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited |
Insider Trades
| Date | Event | Details |
|---|---|---|
| April 26, 2024 | Annual fully-vested stock grant | Director stock award granted; aggregate grant-date fair value recognized in 2024 director compensation table |
| 2024 | Form 4 filing (late) | One grant of fully-vested shares to Mr. Arroyo was not reported on a timely Form 4 due to a CCC code change; once updated, the transaction was reported |
Governance Assessment
- Board effectiveness:
- Independent status affirmed; committee leadership in technology and membership on governance supports robust oversight of cyber-security, privacy and sustainability; CISO reports directly to the Technology Committee .
- Attendance meets guidelines (≥75% of meetings); active committee cadence (4 meetings for Technology; 4 for Governance & Nominating; Board met 5 times in 2024) .
- Compensation alignment:
- Director pay structure balanced between cash and fully-vested equity; capped by plan limits ($600,000 per director; $850,000 for Chair/Lead); no per-meeting fees; stock retainer aligns interests with shareholders .
- Ownership alignment reinforced by 500% retainer stock ownership guideline; all directors in compliance .
- Company-wide policies prohibit hedging/pledging and maintain comprehensive clawback; independent compensation consultant (FWC) engaged for executive program governance .
- Shareholder signals:
- Say-on-pay support ~88% at the 2024 annual meeting (180,002,741 for; 24,426,814 against; 213,568 abstentions), indicating investor confidence in compensation governance .
- Conflicts and related-party exposure:
- No related-party transactions involving Arroyo disclosed; Audit Committee actively oversees and approves related party transactions .
- RED FLAGS:
- A single late Form 4 tied to a CCC code change (subsequently corrected) reflects a minor compliance lapse but appears administrative rather than substantive .
Board Governance (Committee Detail)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Technology | Chair (Arroyo) | 4 | All members independent |
| Governance & Nominating | Member (Arroyo) | 4 | All members independent |
Director Compensation (2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| F. Thaddeus Arroyo | 155,000 | 229,956 | 384,956 |
Stock awards granted April 26, 2024; fully-vested at grant; no unvested stock awards outstanding at year-end . Annual pay structure: $125,000 cash retainer; $30,000 supplemental for non-audit committee chair; $230,000 stock retainer (FMV) .
Other Directorships & Interlocks
| Current Public Boards | Past 5 Years Public Boards | Notes |
|---|---|---|
| None | None | Prior director experience at TSYS noted in biography (dates not disclosed) |
Expertise & Qualifications
- Strategy, growth, and M&A; global operations; technology and cyber-security leadership; payments industry experience via TSYS board service .
Equity Ownership
| Shares (sole power) | Options (exercisable) | Total | % of Class |
|---|---|---|---|
| 9,920 | 4,822 | 14,742 | * |
Hedging/pledging prohibited; directors in compliance with 500% of cash retainer ownership guideline . No unvested director stock awards outstanding at 12/31/2024 .
Governance Assessment Summary
- Strong independence, cyber/governance oversight and attendance support investor confidence .
- Director compensation structure is moderate, constrained by plan limits, and equity-based for alignment; ownership guidelines enforced; hedging/pledging prohibited .
- Shareholder support evidenced by ~88% say-on-pay approval in 2024; continued engagement framework in place .
- Minor filing timeliness issue (corrected) noted for 2024; no related-party transactions disclosed involving Arroyo .