Joseph H. Osnoss
GLOBAL PAYMENTSAbout Joseph H. Osnoss
Independent director of Global Payments Inc. (GPN) since 2022; age 47; Managing Partner at Silver Lake (since 2019; with the firm since 2002) and formerly an investment banker at Goldman Sachs. Tenure on GPN’s board is 2.5 years; the board affirmed his independence under NYSE standards. He serves on the Compensation Committee and Technology Committee. External credentials include chairing First Advantage Corporation and serving on boards of EverCommerce Inc. and Global Blue Group; he is also a Visiting Professor in Practice at LSE.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Managing Partner; other roles since 2002 | 2019–present (with firm since 2002) | Senior leadership in global technology investing and M&A; extensive IT exposure |
| Goldman Sachs & Co. | Investment Banker | Prior to 2002 | Capital markets and transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Advantage Corporation | Chair of the Board | Current | Governance and leadership at public company |
| EverCommerce Inc. | Director | Current | Software/services ecosystem insight |
| Global Blue Group Holding AG | Director | Current | Global commerce/retail tax-free solutions exposure |
| Sabre Corporation | Director | Past 5 years | Travel tech exposure |
| Far Point Acquisition Corporation | Director | Past 5 years | SPAC governance and deal evaluation |
| Cornerstone OnDemand, Inc. | Director | Past 5 years | Human capital software exposure |
| Zuora, Inc. | Director | Past 5 years | Subscription billing software experience |
Board Governance
- Independence: Board determined Osnoss is independent under NYSE rules; all members of the Compensation and Technology Committees are independent.
- Committee assignments: Compensation Committee (member); Technology Committee (member). The Compensation Committee met 4 times in 2024; the Technology Committee met 4 times.
- Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of meetings of the board and their committees; all directors attended the 2024 annual meeting.
- Board structure: Independent Chair separate from CEO; independent directors meet without management; robust ERM oversight across committees.
- Overboarding control: The board amended governance guidelines to evaluate time commitments annually; while shareholders raised overboarding concerns for Osnoss at the 2024 AGM, all directors (including Osnoss) are currently within outside board service limits (all directors: ≤4 boards; audit members: ≤3 audit committees).
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid in advance post annual meeting; no per-meeting fees |
| Annual stock retainer (FMV) | $230,000 | Granted as fully-vested common stock; number of shares based on grant-date price |
| Committee chair supplemental fee (Compensation/Technology) | $30,000 | Applies to chairs; Osnoss is a member, not chair |
| Audit chair supplemental fee | $40,000 | Not applicable to Osnoss |
| Lead independent director supplemental fee | $50,000 | Role eliminated given independent chair |
| Independent Chair package | $125,000 cash + $100,000 supplemental + $285,000 stock | Not applicable to Osnoss |
2024 Director Compensation (Osnoss):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Joseph H. Osnoss | $125,000 | $229,956 | $354,956 |
- Deferred compensation: Directors may elect to defer cash retainers under the Non-Qualified Deferred Compensation Plan; only Ms. Marshall participated in 2024.
Performance Compensation
| Feature | Status | Evidence |
|---|---|---|
| Performance-based director pay | None disclosed/applicable | Non-employee director program is retainers; equity fully vested at grant; no PSU/option performance metrics for directors |
| Options outstanding (Osnoss) | None | Director options table shows zero for Osnoss |
Other Directorships & Interlocks
- Silver Lake designation: Pursuant to an Investment Agreement, Silver Lake may designate one director while it retains ≥50% of GPN’s 1.00% convertible senior notes due 2029; Osnoss was designated in October 2022. This creates an affiliation to monitor for potential conflicts on matters affecting Silver Lake.
- Related-party transactions: Audit Committee reviews and must approve related-party transactions >$100,000; no specific related-party transactions involving Osnoss were disclosed in the proxy.
- Current public boards: First Advantage (Chair), EverCommerce, Global Blue; past 5 years: Sabre, Far Point Acquisition, Cornerstone OnDemand, Zuora.
Expertise & Qualifications
- Private equity and technology: Significant experience in global technology investing and information technology; extensive domestic/international business background.
- Strategic/M&A: Deep experience in strategic planning and M&A from Silver Lake and prior investment banking.
- Governance/human capital: Active academic and advisory roles (LSE, University of Chicago Polsky Center, Stanford LT Investing initiative) indicate thought leadership.
Equity Ownership
| Holder | Shares with Sole Voting/Investment Power | Shares Held for Benefit of Silver Lake | Options Exercisable | Total Reported | Percent of Class |
|---|---|---|---|---|---|
| Joseph H. Osnoss | 4,623 | 4,550 (included in total; held for benefit of Silver Lake affiliates/funds) | — | 4,623 | Less than 1% (company reporting) |
- Director stock ownership guidelines: Each director must beneficially own shares equal to 500% of annual cash retainer within five years; all non-employee directors were in compliance as of the record date.
- Hedging/pledging: Company prohibits hedging or pledging of company stock; insider trading policy applies to directors and employees.
- Shares outstanding reference: 245,876,279 shares as of March 3, 2025 record date.
Governance Assessment
- Strengths: Independence affirmed; active roles on Compensation and Technology Committees; ≥75% attendance; robust governance architecture (independent chair, clawback, anti-hedging/pledging, stock ownership guidelines); Audit Committee oversight of related-party transactions; 2024 say‑on‑pay support (88%) suggests shareholder confidence in compensation governance.
- Potential conflicts/RED FLAGS:
- Silver Lake designation under the Investment Agreement is a structural affiliation; monitor recusals and committee deliberations on matters intersecting Silver Lake’s interests.
- Prior overboarding concern noted by shareholders; board updated guidelines and confirms Osnoss is currently within limits—continue to monitor outside commitments given multiple public boards.
- Ownership alignment is relatively small in percentage terms, though company reports directors comply with ownership guidelines; continued equity accumulation could strengthen perceived alignment.
- Shareholder feedback signals: Political spending disclosure proposal failed (62% opposed) and board responded with a Political Activity Policy and expanded disclosures—positive responsiveness indicator.
Overall, Osnoss brings deep technology and investing expertise and actively participates on key oversight committees. The Silver Lake designation and prior overboarding concerns are the main governance watchpoints; current policies, independence determinations, and attendance mitigate risk, but ongoing monitoring is warranted.