Kirsten Kliphouse
GLOBAL PAYMENTSAbout Kirsten Kliphouse
Kirsten Kliphouse (age 58) is an independent director of Global Payments Inc. (GPN) since 2023, serving on the Technology Committee. She is a former President of Google Cloud Americas and North America, with deep experience in enterprise technology, cyber-security oversight (NACD certified), and large-scale go-to-market leadership at Google and Microsoft. She also currently serves on the boards of Dun & Bradstreet and Labcorp Holdings Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google Cloud | President, Americas | 2022–2023 | Led sales, GTM, customer engagement, channel and services organizations |
| Google Cloud | President, North America | 2019–2022 | Scaled enterprise cloud adoption and commercial execution |
| Red Hat (IBM subsidiary) | SVP & GM | 2018–2019 | Enterprise software leadership |
| Yardarm Technologies | Chief Executive Officer | 2017 | Hardware/software solutions leadership |
| Microsoft | Corporate Vice President (services, support, sales) | 1991–2016 | Led >10,000 employees globally; enterprise sales and support operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dun & Bradstreet | Director | Current | Not disclosed in GPN proxy |
| Labcorp Holdings Inc. | Director | Current | Not disclosed in GPN proxy |
Board Governance
- Independence: The board determined Ms. Kliphouse is independent under NYSE standards; all standing committees (Audit, Compensation, Governance & Nominating, Technology) are fully independent.
- Committee assignment: Member, Technology Committee (4 meetings in 2024); committee oversees information security, cyber-risk, privacy/data governance, receives quarterly reports from CISO, and meets independently with CIO/CISO.
- Attendance: The board met five times in 2024; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Independent Chair separate from CEO; lead independent director role eliminated upon determination that Chair is independent.
- Board refresh: Ten nominees in 2025 with nine independent; active refresh since 2022 (including two departing directors at 2025 AGM).
Fixed Compensation
| Component | Structure (Board Program) | 2024 Actuals for Kliphouse | Notes |
|---|---|---|---|
| Annual basic cash retainer | $125,000 | $125,000 | Paid in advance; fully earned when paid |
| Supplemental cash retainer (chairs) | $30,000 (non-Audit chairs); $40,000 (Audit) | $0 | Not a committee chair |
| Annual stock retainer (FMV) | $230,000 (non-employee director) | $229,956 | Fully vested shares granted April 26, 2024; fair value per ASC 718 |
| Meeting fees | None (retainers only) | N/A | In lieu of per-meeting fees |
| Deferred compensation eligibility | May defer up to 100% of cash retainer | Not disclosed | Only Ruth Ann Marshall participated in 2024 |
Performance Compensation
| Performance-Linked Component | Disclosure | Metric Details |
|---|---|---|
| Director compensation tied to performance | None disclosed | Annual director equity grants are fully vested at grant; plan caps director total value and uses double-trigger for CIC; clawback applies to awards |
The Global Payments 2025 LTIP includes a double-trigger change-in-control vesting provision and prohibits repricing and discounted options; director awards plus cash are capped at $600,000 ($850,000 for Chair/Lead Director). Clawback applies to awards.
Other Directorships & Interlocks
| Company | Relationship to GPN | Potential Interlock/Exposure |
|---|---|---|
| Dun & Bradstreet | External directorship | No GPN-related party transaction disclosed involving Kliphouse |
| Labcorp Holdings Inc. | External directorship | No GPN-related party transaction disclosed involving Kliphouse |
- Related party policy: Audit Committee reviews and must approve related party transactions >$100,000; none disclosed for Kliphouse.
Expertise & Qualifications
- Cyber-security and IT oversight; NACD cyber oversight certified.
- Large-scale enterprise technology leadership; growth and innovation at Google and Microsoft.
- M&A, strategic planning, and business development depth.
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 2,724 |
| Options (exercisable/unexercisable) | 0 (none outstanding) |
| Shares outstanding (record date) | 245,876,279 |
| Ownership as % of outstanding | ~0.0011% (2,724 / 245,876,279) |
| Director stock ownership guideline | 500% of annual cash retainer within 5 years |
| Compliance status | All non-employee directors in compliance as of record date |
| Hedging/pledging | Prohibited under insider trading policy |
Board Governance (Engagement & Risk)
- Section 16(a) compliance: All officers/directors complied in 2024 except one late Form 4 for a different director (Arroyo); no delinquency noted for Kliphouse.
- Technology/cyber oversight: The Technology Committee receives quarterly CISO reports and coordinates with Audit on IT risk—an area aligned with Kliphouse’s background.
- Overboarding limits: Directors limited to four public boards (audit committees limited to three); all directors within guidelines. Kliphouse serves on GPN plus two external boards—within policy.
Governance Assessment
- Alignment and effectiveness: Kliphouse’s cyber/IT credentials strengthen oversight on GPN’s fully independent Technology Committee, which has direct CISO reporting and enterprise cyber-risk oversight—material for a payments company.
- Independence and attendance: Confirmed independent; board/committee attendance thresholds met; engagement at annual meeting is expected and historical attendance was complete.
- Pay and alignment: Director pay mix skewed to equity (annual fully vested stock retainer) with strict ownership guidelines (500% of cash retainer in 5 years) and anti-hedging/pledging—supporting alignment, albeit without performance conditions typical for NEOs.
- Conflicts and red flags: No related-party transactions disclosed; hedging/pledging prohibited; no Section 16(a) issues reported for Kliphouse; current outside board service within limits.
RED FLAGS
- None disclosed specific to Kliphouse (no related-party dealings, no late filings, no pledging/hedging, within outside board limits). Continued monitoring of any commercial relationships between GPN and entities associated with her external directorships (Dun & Bradstreet, Labcorp) is prudent, though none are reported in the proxy.