John G. Bruno
GLOBAL PAYMENTSAbout John G. Bruno
Independent director of Global Payments Inc. since 2014 (11 years), age 60, and currently serves as President and Chief Operating Officer of Xerox Holdings Corp. . He is affirmed independent under NYSE standards and sits on fully independent committees; the board separates Chair and CEO roles with nine of ten nominees independent . Bruno’s core credentials span compensation governance (Compensation Committee Chair), technology/cybersecurity oversight (Technology Committee member), enterprise risk management, global operations, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Holdings Corp. | President & COO | Since 2022 | Executive leadership of a Fortune 500 company |
| Storm Ventures, LLC (private) | CEO & Managing Partner | 2021–2022 | Advisory management consulting leadership |
| Aon plc | COO; CEO, Data & Analytics Services; EVP Enterprise Innovation & CIO | 2014–2021 | Led data/analytics unit; enterprise innovation; CIO oversight |
| NCR Corporation | President, Industry Solutions & Field Operations; EVP Corporate Development & CTO | 2008–2014 | Chaired Enterprise Risk Management Committee |
| Goldman Sachs Group, Inc. | Managing Director | 2007–2008 | Senior leadership in financial services |
| Merrill Lynch & Co. | Managing Director | 2006–2007 | Senior leadership in financial services |
| Symbol Technologies, Inc. | SVP & GM, RFID Division; SVP Corporate Development & CTO; SVP Business Development & CIO | 2002–2005 | Technology innovation and corporate development leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Xerox Holdings Corp. | President & COO | Current | Public company directorship listed; executive role |
| Valor Latitude Acquisition Corp. | Director | Past 5 years | Public company directorship in prior five years |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Technology Committee. Compensation Committee met 4 times in 2024; Technology Committee met 4 times in 2024 .
- Independence and attendance: Bruno is independent; each director attended ≥75% of board and applicable committee meetings in 2024. Board met five times; directors attended the 2024 annual meeting .
- Board leadership and engagement: Independent Chair; independent directors meet without management; strong governance practices (majority voting, proxy access, stock ownership requirements) .
- Overboarding controls: Limit of 4 public boards for directors; audit committee limit 3; all directors within guidelines (Bruno included) .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $155,000 |
| Stock Awards (grant-date fair value) | $229,956 |
| Total | $384,956 |
- Annual director compensation framework (shareholder year beginning April 2024): Basic cash retainer $125,000; supplemental $30,000 for “Chair of Other Committees”; annual stock retainer $230,000 (fully vested shares granted based on market price) .
- Cash retainers are payable in advance after the annual meeting and considered fully earned when paid; April 26, 2024 equity grant was fully vested at grant, measured at closing price on grant date .
Performance Compensation
| Item | Policy/Terms |
|---|---|
| Equity grant type | Fully vested common stock; annual stock retainer based on market price at grant |
| Options/PSUs | No unvested stock awards outstanding; Bruno had no options outstanding as of Dec 31, 2024 |
| Clawback | Comprehensive clawback requires recovery of incentive compensation in the event of an accounting restatement; Compensation Committee oversees policy |
| Hedging/Pledging | Hedging and pledging of Company stock are prohibited |
| Change in control vesting | No automatic single-trigger vesting under the 2025 Incentive Plan; minimum vesting generally ≥1 year (non-employee director awards exempt) |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Xerox Holdings Corp. | President & COO; Director | External executive commitment; within board service guidelines |
| Valor Latitude Acquisition Corp. | Director (past 5 years) | Prior public company board; no current comp committee interlocks disclosed |
- Compensation Committee interlocks: None of the Compensation Committee members (including Bruno) were officers/employees of GPN in 2024; no interlocking directorates with other companies’ comp committees by GPN executive officers in 2024 .
- Related-party transactions: Audit Committee reviews and approves any related-party transactions >$100,000; no specific related-party transactions involving Bruno disclosed in the proxy .
Expertise & Qualifications
- Technology and cybersecurity oversight; information security innovation and digital transformation expertise over 25+ years in senior roles (CTO, CIO, COO) .
- Enterprise risk management leadership (e.g., chaired NCR’s ERM Committee); M&A and strategic planning .
- Global operations experience and sustainability initiatives leadership in COO roles .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned | 15,497 |
| Options exercisable | 0 |
| Ownership % of shares outstanding | ~0.006% (15,497 / 245,876,279 shares outstanding as of Mar 3, 2025) |
| Vested vs. unvested | Directors had no unvested stock awards outstanding at 12/31/2024 |
| Pledged shares | Pledging prohibited by policy |
| Stock ownership guidelines | Must beneficially own shares equal in value to 500% of annual cash retainer within 5 years; all non-employee directors were in compliance as of the record date |
Governance Assessment
- Strengths: Independent director with deep compensation and human capital oversight as Compensation Committee Chair; robust governance framework (majority voting, proxy access, independent committees), anti-hedging/pledging, and comprehensive clawback . Annual stock retainer and stringent ownership guidelines promote alignment; Bruno in compliance alongside all directors .
- Attendance and engagement: Board met five times in 2024; each director attended ≥75% of board and committee meetings; independent directors meet in executive session without management .
- Shareholder signals: 2024 say-on-pay received 88% approval; Compensation Committee retained adjusted EPS as PSU metric for NEOs after shareholder feedback, with continued evaluation of supplemental metrics—indicative of responsive but disciplined oversight under Bruno’s committee leadership .
- Risk/Conflict considerations: External executive role at Xerox adds time-commitment complexity but remains within formal overboarding limits; no related-party transactions or comp committee interlocks disclosed; Audit Committee policies govern any related-party exposure . Non-employee director compensation caps ($600k; $850k for Chair/Lead) mitigate pay escalation risk .