Josh Whipple
GLOBAL PAYMENTSAbout Josh Whipple
Joshua J. “Josh” Whipple, 52, is Senior Executive Vice President and Chief Financial Officer of Global Payments (since July 2022). He previously served as Chief Strategy and Enterprise Risk Officer (2015–July 2022) and earlier held roles in investment banking at Bank of America Merrill Lynch (2008–2015) and Bear Stearns (2004–2008), and in strategy consulting at Accenture (August 1997–August 2023, per proxy) . Under his finance leadership, company revenues grew from $8.98B (FY22) to $10.11B (FY24), while EBITDA increased from $3.64B to $4.40B over the same period; FY24 net income was $1.64B (see tables below) . Performance equity remains tightly linked to adjusted EPS growth with a relative TSR modifier; notably, the 2022 PSU cycle was reduced by the TSR modifier due to sub-30th percentile TSR, demonstrating outcome sensitivity to shareholder returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Payments | Senior EVP & Chief Financial Officer | Since July 2022 | Leads finance and capital allocation; supports strategic transformation |
| Global Payments | Chief Strategy & Enterprise Risk Officer | Mar 2015 – July 2022 | Enterprise strategy, risk, and portfolio shaping |
| Bank of America Merrill Lynch | Investment Banker | Jun 2008 – Feb 2015 | Payments/fintech advisory and capital markets exposure |
| Bear Stearns | Investment Banker | Aug 2004 – May 2008 | M&A and capital markets experience |
| Accenture | Manager – Strategy Consulting for Technology Firms | Aug 1997 – Aug 2023 (per proxy) | Technology strategy and operations foundation |
External Roles
- No external public company directorships or committee roles disclosed for Mr. Whipple in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 625,000 | 725,000 | 750,000 |
| Target Bonus % of Salary | — | 120% | 120% |
| Actual Bonus Paid ($, Non-Equity Incentive Plan) | 769,358 | 734,715 | 859,335 |
Performance Compensation
Short-Term Incentive (STI) – 2024 Payouts and Design
- Design and weights: Adjusted Net Revenue (50%) and Adjusted Operating Margin (50%); payout curve 0–200% of target .
- 2025 addition: Transformation Adjusted Operating Income Benefit (20%), with Adjusted Net Revenue (40%) and Adjusted Operating Margin (40%) .
| Metric (2024) | Weight | Target $ | Actual $ | Payout % |
|---|---|---|---|---|
| Adjusted Net Revenue | 50% | — | 416,835 | 97.1% |
| Adjusted Operating Margin | 50% | — | 442,500 | 97.1% |
| Total | 100% | 900,000 | 859,335 | 97.1% |
Notes:
- Continuing NEOs (including Whipple) elected to take 50% of their 2024 STI payout in restricted stock vesting after one year, increasing near-term equity vesting supply .
Long-Term Incentive (LTI) – Structure and 2024 Grants
- Mix and vesting: Time-based Restricted Stock (~25% of LTI) vests in three equal annual tranches; Stock Options (~25%) vest 1/3 annually over three years; PSUs (~50%) earned on multi-year adjusted EPS growth with a relative TSR modifier (0.5x/1.0x/1.5x modifier below 30th/between 30th–70th/above 70th percentile, respectively) .
- 2024 grant detail (Whipple):
| Award Type | Grant Date | Quantity/Terms | Exercise/Price | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| Restricted Stock | 03/01/2024 | 8,841 shares | — | — | Vests 1/3 annually over 3 years |
| Stock Options | 03/01/2024 | 21,132 options | $130.09 | — | Vests 1/3 annually over 3 years |
| Performance Share Units (PSUs) | 2024 cycle | Target not disclosed; outstanding unearned shares table assumes at 200% levels for disclosure | — | 2,398,428 (target) | 3-year performance period ending 12/31/2026; adjusted EPS growth with TSR modifier |
PSU outcome precedent:
- 2022 PSU cycle: Average adjusted EPS performance multiplier 141.3%, reduced by -50% TSR modifier for sub-30th percentile TSR, producing a below-target final payout (e.g., 70.6% shown for 2022 grants) .
2024 Realizations
| 2024 Realizations | Quantity (#) | Value ($) |
|---|---|---|
| Options Exercised | — | — |
| Shares Vested (RSU/PSU) | 18,419 | 2,315,513 |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 26, 2025)
| Category | Shares/Options (#) |
|---|---|
| Shares Beneficially Owned (sole voting/investment) | 48,449 |
| Shares Issuable Upon Exercise of Stock Options | 23,308 |
| Total | 71,757 |
| Ownership % of Outstanding | ~0.03% (calc: 71,757 / 248,708,899) |
Note: Percentage calculated from disclosed totals of shares outstanding as of 12/31/2024 (248,708,899) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Status | Quantity (#) | Terms/Value |
|---|---|---|---|
| Stock Options | Exercisable | 8,132 | $113.12 strike; exp. 2/21/2033 |
| Stock Options | Unexercisable | 16,264 | $113.12 strike; exp. 2/21/2033 |
| Stock Options | Unexercisable | 21,132 | $130.09 strike; exp. 3/1/2034 |
| Time-based RSUs | Unvested (multi-year grants) | 26,582 | Market value $2,979,900 at $112.06 on 12/31/2024 |
| PSUs (2022 grant) | Unearned (earned % later certified) | 6,753 | Market value $756,741 (payout reflected at 141.3% EPS factor for non-PEO without TSR) |
| PSUs (2023 grant) | Unearned (assumed for table) | 40,666 | Market value $4,557,032; assumed at 200% based on 2024 adjusted EPS, no TSR modifier |
| PSUs (2024 grant) | Unearned (assumed for table) | 35,362 | Market value $3,962,666; assumed at 200% based on 2024 adjusted EPS, no TSR modifier |
Alignment policies:
- Stock ownership guideline: 400% of base salary for non-CEO NEOs; all NEOs in compliance as of record date .
- Anti-hedging and anti-pledging: Hedging and pledging of company stock prohibited .
Implication for selling pressure:
- No option exercises in 2024; significant unvested RSUs and PSUs remain outstanding .
- 50% of 2024 STI taken in restricted stock with one-year vesting adds a defined vesting event one year post-grant .
Employment Terms
Change-in-Control and Severance Architecture
- Double-trigger: Severance and equity acceleration require both a change in control and termination without cause or resignation for good reason within 24 months (or termination in anticipation of a change in control) .
- Death/Disability: All equity vests (performance at target for performance-based awards); options exercisable up to 90 days post-event .
- Retirement: Equity vests (PSUs based on actual performance at cycle-end); options exercisable up to 90 days post-retirement .
- Clawback: NYSE-compliant clawback policy applies to incentive compensation; equity awards subject to recovery provisions .
Potential Payments (Hypothetical as of 12/31/2024; COBRA based on published rates; equity values at $112.06)
| Scenario | Base Salary Severance ($) | Annual Cash Incentive ($) | Other Cash Severance ($) | RSU Acceleration ($) | Option Acceleration ($) | PSU Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Termination w/o Cause; Resignation for Good Reason (No CIC) | 1,125,000 | 859,335 | 1,350,000 | 2,979,900 | — | 3,629,316 | 41,045 | 9,984,596 |
| Termination w/o Cause or Resignation for Good Reason (CIC) | 1,500,000 | 900,000 | 1,800,000 | 2,979,900 | — | 6,060,205 | 41,045 | 13,281,150 |
| Death or Disability | — | — | — | 2,979,900 | — | 5,016,590 | — | 7,996,490 |
| Retirement | — | — | — | 2,979,900 | — | 6,373,300 | — | 9,353,200 |
Notes:
- Options had zero acceleration value at 12/31/2024 given strike prices above the $112.06 year-end price (underwater) .
Company Performance Context (selected)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 8,975,515,000 | 9,654,419,000 | 10,105,894,000 |
| EBITDA ($) | 3,641,075,000* | 3,990,222,000* | 4,402,310,000* |
| Net Income ($) | — | — | 1,644,153,000 |
Values marked with * retrieved from S&P Global.
Additional performance-pay linkages:
- Company-selected pay measure: Adjusted EPS (non-GAAP) used in compensation alignment .
- 2022–2024 PSU framework emphasizes sustained adjusted EPS growth with relative TSR modifier, which reduced 2022 cycle payouts due to sub-30th percentile TSR .
Compensation Structure Analysis
- Mix and risk: For 2024 at target, Mr. Whipple’s pay mix is heavily performance/equity-based (base $750k, STI target $900k, LTI target $4.6M), indicating >80% at-risk alignment similar to other NEOs .
- No tax gross-ups; no hedging/pledging; no option repricing; minimum one-year vesting in new 2025 LTIP—strong governance profile .
- STI structure expanded in 2025 to include “Transformation Adjusted Operating Income Benefit” (20%), aligning pay with operational transformation execution .
- 2024 STI payout at 97.1% of target reflects near-target delivery on adjusted net revenue and adjusted operating margin .
- 2022 PSU payout reduced by TSR modifier demonstrates consequence for underperformance relative to S&P 500 TSR .
Compensation Committee and Process
- Committee members: John G. Bruno (Chair), Robert H.B. Baldwin, Jr., Joia M. Johnson, Joseph H. Osnoss; committee oversaw CD&A and recommended inclusion in proxy .
- Use of independent consultant; annual review of salaries and targets; no formulaic individual performance metrics for base salary .
Investment Implications
- Alignment and retention: Large unvested PSU/RSU overhang for Whipple (PSUs: 82,781 est.; RSUs: 26,582; combined market value ~$12.26M at $112.06) increases retention incentives and links realized pay to multi-year adjusted EPS and relative TSR .
- Limited near-term selling pressure from options: No 2024 option exercises; options disclosed for Whipple were underwater at 12/31/2024 ($113.12/$130.09 strikes vs. $112.06), and had zero acceleration value in separation scenarios .
- One-year equity from 2024 STI: Election to take 50% of STI in one-year RSUs adds a defined vesting event within 12 months, potentially increasing discretionary sell decisions around vesting windows subject to insider trading policies .
- Governance safeguards: Prohibitions on hedging/pledging and comprehensive clawback reduce misalignment and reputational risk; double-trigger CIC mitigates windfall risk while providing clarity on severance economics .
- Execution focus: The 2025 STI addition of transformation OI benefit (20% weight) raises management’s line-of-sight to operational improvement targets; investors should monitor disclosure on transformation KPIs and capital allocation under Whipple’s finance leadership .