Joia M. Johnson
GLOBAL PAYMENTSAbout Joia M. Johnson
Independent director at Global Payments Inc. (GPN), age 65, serving since 2019 (tenure ~5.5 years). Former Chief Administrative Officer and long-time General Counsel/Secretary at Hanesbrands Inc., with deep expertise in human capital, governance, and M&A; currently serves on the boards of Regions Financial Corporation and Sylvamo Corporation. Independent under NYSE standards; non-employee director; attended at least 75% of Board/committee meetings and the annual meeting in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Administrative Officer | 2016–2021 | Oversight of legal, HR, corporate responsibility, security, real estate |
| Hanesbrands Inc. | General Counsel & Secretary | 2007–2021 | Governance, legal, compliance leadership |
| RARE Hospitality International, Inc. | EVP, General Counsel & Corporate Secretary | 2001–2007 | Corporate legal and governance leadership |
| Novant Health (private) | Board Member | Not disclosed | Health system governance |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Regions Financial Corporation | Director | Current | Large U.S. bank; governance/financial oversight |
| Sylvamo Corporation | Director | Current | Global paper company; governance oversight |
| Total System Services, Inc. (TSYS) | Director | Past 5 years | Payments industry; prior interlock via TSYS merger history |
| Crawford & Company | Director | Past 5 years | Insurance services; governance oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent; non-employee director |
| Committee Assignments | Compensation Committee (member) ; Governance & Nominating Committee (member) |
| Committee Meetings in 2024 | Compensation: 4 meetings ; Governance & Nominating: 4 meetings |
| Board Meetings in 2024 | Full board met 5 times |
| Attendance | Each director attended ≥75% of meetings; all attended 2024 annual meeting |
| Board Composition | 9 of 10 nominees independent in 2025; independent Chair structure |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $125,000 | Annual cash retainer; paid in advance; fully earned when paid |
| Stock Awards (FMV) | $229,956 | Fully-vested shares granted April 26, 2024; value at grant-date closing price |
| Total | $354,956 | Cash + equity retainer |
| Director Plan Structure | Cash: $125,000 (base); Stock retainer: $230,000 FMV (standard) | Supplemental cash only for chairs; Johnson is a member (no chair fee) |
Performance Compensation
| Element | Disclosure | Detail |
|---|---|---|
| Performance-tied metrics in director pay | None disclosed | Annual director stock grants are fully-vested at grant; no PSU metrics for directors |
| Clawback applicability | Yes | Awards subject to company clawback policies |
| Change-in-control vesting | Double-trigger | No automatic vesting; requires termination within 2 years post-CIC |
| Option repricing | Prohibited without shareholder approval | Governance-friendly equity plan features |
Other Directorships & Interlocks
- No Compensation Committee interlocks: none of GPN’s executive officers served on boards/compensation committees of entities with reciprocal interlocks in 2024.
- Related-party transaction policy: Audit Committee must pre-approve any related-party transactions ≥$100,000; evaluates independence impacts and fairness. No related-party transactions disclosed involving Johnson.
Expertise & Qualifications
- Human capital management leadership; governance/compliance; M&A experience; broad corporate functional oversight (legal, HR, CSR, security, real estate).
- Public company experience; board roles at financial and industrial issuers (Regions, Sylvamo).
- Community/ADR leadership: past Chair/board member at American Arbitration Association.
Equity Ownership
| As of | Shares Beneficially Owned (Sole) | Shares Issuable Upon Exercise of Stock Options | Total | Options Outstanding (12/31/2024) | Ownership Guidelines | Compliance |
|---|---|---|---|---|---|---|
| Feb 26, 2025 | 12,181 | 3,123 | 15,304 | 3,123 | Directors: 500% of annual cash retainer within 5 years | All non-employee directors in compliance as of record date |
| Hedging/Pledging | Not permitted | Pledged shares | None disclosed |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company states officers/directors complied; one late Form 4 was for another director (Arroyo) due to code update; corrected promptly. No late filings noted for Johnson. |
Governance Assessment
- Alignment: Equity retainer ($229,956) exceeds cash retainer ($125,000), supporting shareholder alignment; strong stock ownership requirements (500% of cash retainer) with compliance reported.
- Independence and participation: Independent, committee member on Compensation and Governance; Board/committees met regularly (Board 5x; committees 4x each); attendance ≥75% and annual meeting attendance.
- Risk controls: Robust related-party transaction policy; clawback and double-trigger CIC protections in LTIP; prohibition on hedging/pledging reduces alignment risk.
- Other board service: Current roles at Regions and Sylvamo; Company evaluates outside board service and confirms all directors are within guidelines.
- RED FLAGS: None disclosed specific to Johnson (no related-party transactions, no hedging/pledging, no late Section 16 filings). Monitoring point: director equity is fully-vested (not performance-based), which is common but provides less pay-for-performance linkage than PSUs; however, overall governance features (ownership guidelines, clawback, award limits of $600k/year for directors) mitigate pay inflation/overboarding risks.