M. Troy Woods
GLOBAL PAYMENTSAbout M. Troy Woods
M. Troy Woods (age 73) is the Independent Chair of the Board at Global Payments (GPN), serving since 2019 (tenure ~5.5 years). He is classified as an independent director under NYSE standards; the board separates the Chair and CEO roles, and eliminated the Lead Independent Director role after determining the Chair is independent. Woods brings three decades of payments industry leadership from Total System Services (TSYS), which merged into Global Payments, including prior service as TSYS Chair, President, and CEO. He currently serves no board committees, with responsibilities focused on presiding at board and shareholder meetings, agenda setting, board evaluations, and investor engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Total System Services (TSYS) | Chair, President & CEO | 2014–2019 | Oversaw all operations and performance; extensive leadership, risk management, capital allocation, and international expansion experience. |
| Total System Services (TSYS) | President & COO | 2003–2014 | Led operations and execution; core business knowledge critical to his board leadership. |
| Total System Services (TSYS) | EVP | 1995–2003 | Senior executive leadership across key functions. |
| Total System Services (TSYS) | VP | 1987–1995 | Executive leadership experience contributing to payments industry expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YMCA of Metropolitan Columbus, GA | Board Member | Not disclosed | Non-profit youth organization governance. |
| Business Roundtable | Member | Not disclosed | Association of executives of major U.S. companies. |
| Mercer University | Board of Trustees Member | Not disclosed | Higher education governance. |
Board Governance
- Independence and structure: Independent Chair; nine of ten nominees are independent; independent directors meet without management; board separated Chair/CEO roles since 2013 and eliminated LID given independent Chair.
- Attendance and cadence: Board met five times in 2024; each director attended ≥75% of board and committee meetings; directors expected to attend the annual meeting (all attended in 2024).
- Committee memberships: Woods is not on Audit, Compensation, Governance & Nominating, or Technology Committees; all committees are fully independent with designated chairs.
- Chair responsibilities: Presides at board and shareholder meetings; approves board information, agendas, and schedules; leads board self-assessments; liaises with CEO on strategy and senior management; engages with shareholders as needed.
| Governance Metric | Status |
|---|---|
| Independence | Independent director; Chair independent per board determination. |
| Committee Assignments | None; serves as Independent Chair. |
| Executive Sessions | Independent directors meet without management present. |
| Board Meetings (2024) | 5 meetings; ≥75% attendance for every director. |
| Years on Board | ~5.5 years (director since 2019). |
| Lead Independent Director | Eliminated due to independent Chair. |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer (basic + supplemental) | $225,000 |
| Annual Stock Retainer (FMV; fully vested at grant) | $285,016 (granted April 26, 2024) |
| Total Director Compensation (2024) | $510,016 |
| Standard Director Compensation Structure (Shareholder Year beginning April 2024) | Cash Retainer | Supplemental Cash Retainer | Stock Retainer (FMV) |
|---|---|---|---|
| Independent Chair of the Board | $125,000 | $100,000 | $285,000 |
| All Other Non-Employee Directors | $125,000 | N/A | $230,000 |
- Annual stock grants to directors are fully vested at grant; no per-meeting fees; directors may defer cash retainers via the Non-Qualified Deferred Compensation Plan, though only Ruth Ann Marshall participated in 2024.
- Director award caps: $600,000 per year; $850,000 cap for Chair/Lead Director (aggregate cash + equity by grant date fair value).
Performance Compensation
- No performance-based pay disclosed for non-employee directors; annual stock retainers are time-based and fully vested on grant.
- Clawback policy applies generally; LTIP prohibits repricing and discounted options and uses double-trigger change-in-control vesting; minimum vesting requirements do not apply to non-employee director awards.
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | None | — | No current public company directorships. |
| Prior public company boards (past five years) | None | — | None disclosed. |
Expertise & Qualifications
- Payments and financial services expertise from 30-year TSYS career; core business knowledge from overseeing TSYS operations.
- Strong organizational leadership and risk management; significant experience with diversification, capital allocation, and international expansion.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned with sole voting/investment power | 501,920 |
| Shares issuable upon exercise of stock options (within 60 days) | 83,226 |
| Total beneficial ownership | 585,146 |
| Percent of class | <1% |
| Options outstanding as of Dec 31, 2024 (director table) | 83,226 |
| Director stock ownership guideline | 500% of annual cash retainer; all directors in compliance as of record date. |
| Hedging/pledging | Prohibited by policy. |
| Deferred compensation participation (2024) | Did not participate (only Marshall participated). |
| Vesting of director stock awards | Fully vested on grant date. |
Governance Assessment
- Board leadership: Independent Chair role separated from CEO enhances oversight and investor confidence; Woods’ responsibilities include agenda-setting, evaluations, and shareholder-facing duties.
- Committee oversight: While Woods is not a committee member, all committees are fully independent with defined risk oversight (Audit, Compensation, Governance & Nominating, Technology), supporting robust board effectiveness.
- Engagement and attendance: Board met five times in 2024; all directors attended ≥75% of meetings; independent director-only sessions support candid oversight.
- Alignment: Significant personal ownership (>585k shares/options) and compliance with stringent 500% ownership guideline; hedging/pledging prohibited; annual director award caps temper pay inflation risk.
- Compensation signals: Director pay mix balances cash and fully-vested equity; absence of performance metrics for directors is standard, but strong ownership and policy safeguards (clawback; double-trigger CIC; no repricing/discounts) mitigate misalignment risks.
- Conflicts and related-party: No related-party transactions involving Woods disclosed; Audit Committee reviews and must approve related-party transactions >$100k.
- Shareholder sentiment: 2024 say-on-pay approval at 88%; political spending proposal received 62% opposition, with board enhancing disclosures and oversight thereafter—indicative of responsiveness to investor feedback.
RED FLAGS: None disclosed specific to Woods (no overboarding, no related-party transactions, hedging/pledging prohibited, no excise tax gross-ups, no option repricing).