Robert H.B. Baldwin, Jr.
GLOBAL PAYMENTSAbout Robert H.B. Baldwin, Jr.
Independent director of Global Payments Inc. (GPN), age 70, serving since 2016, with deep payments industry and finance credentials from Heartland Payment Systems (Vice Chairman, President, CFO) and prior senior roles at COMFORCE, Smith Barney, and Citicorp. He currently serves on GPN’s Audit and Compensation Committees and is designated an Audit Committee financial expert, reflecting substantial accounting and risk oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland Payment Systems, Inc. | Vice Chairman (executive office); Interim CFO; President; CFO | 2012–2016; 2013–2014; 2007–2012; 2000–2011 | Led key industry relationships, investor relations, information security and customer service operations; extensive finance leadership |
| COMFORCE Corp. | Chief Financial Officer | 1998–2000 | Financial leadership in staffing operations |
| Smith Barney | Managing Director | 1985–1998 | Capital markets and corporate finance experience |
| Citicorp | Vice President | 1980–1985 | Corporate finance and banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Communities in Schools (non-profit) | Director | Not disclosed | National dropout prevention focus |
| OvationCXM, Inc. (private software company) | Director | Not disclosed | Customer experience management; private company oversight |
Board Governance
- Committee assignments: Audit (member) and Compensation (member); Audit Committee met 5 times in 2024; Compensation Committee met 4 times in 2024 .
- Audit Committee financial expert designation: Baldwin qualifies under SEC rules (with Plummer and McDaniel); all Audit members financially literate .
- Independence: GPN’s board has an independent Chair and 9 of 10 director nominees are independent; Baldwin is affirmed independent under NYSE standards .
- Attendance: Full board met 5 times in 2024; each director attended ≥75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Majority voting for directors; proxy access; independent executive sessions; overboarding limits (max 4 boards; max 3 audit committees; CEO limits tighter) .
Fixed Compensation
| Component | Amount/Detail | Timing | Notes |
|---|---|---|---|
| Annual basic cash retainer (non-employee director) | $125,000 | Payable in advance after annual meeting | No meeting fees; supplemental fees only for chairs (not applicable to Baldwin) |
| Cash received by Baldwin (2024) | $125,000 | 2024 | As reported in Director Compensation Table |
| Annual stock retainer (FMV) | $230,000 (standard for non-chair) | Granted after annual meeting | Grants fully vested on grant date; number of shares based on market price |
| Stock awards to Baldwin (2024) | $229,956 | Granted April 26, 2024 | Aggregate grant date fair value; fully vested upon grant |
Performance Compensation
- Director equity is an annual stock retainer, fully vested at grant and not tied to performance metrics (no PSU/TSR framework for directors) . | Performance Metric | Applicable to Directors? | Detail | |---|---|---| | Financial/TSR metrics | No | Director stock retainers are time-vested at grant; no performance conditions |
Note: Executive (NEO) incentive metrics are discussed elsewhere in the proxy; they do not apply to non-employee director compensation .
Other Directorships & Interlocks
| Category | Current | Prior 5 Years | Notes |
|---|---|---|---|
| Public company directorships | None | None | No disclosed public interlocks that could impair independence |
| Compensation Committee interlocks | None | None | Company disclosed no such interlocks in 2024 |
Expertise & Qualifications
- Payments industry leadership and operations (Heartland Payment Systems) .
- Substantial accounting/finance expertise (multiple CFO roles) .
- M&A, risk and audit oversight experience; investor relations and information security exposure .
- Audit Committee financial expert designation reflecting technical proficiency .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable (incl. within 60 days) | Total | Percent of Class |
|---|---|---|---|---|
| Robert H.B. Baldwin, Jr. | 42,738 | — | 42,738 | Less than 1% |
| Shares outstanding (record date) | 245,876,279 | — | — | — |
- Options outstanding as of 12/31/2024: None for Baldwin; select peers have legacy options (e.g., Arroyo 4,822; McDaniel 11,394) .
- Ownership guidelines: Directors must hold ≥500% of annual cash retainer within 5 years; all non-employee directors are in compliance as of record date .
- Hedging/pledging: Company prohibits hedging or pledging of company stock, enhancing alignment .
Governance Assessment
- Strengths for investor confidence:
- Independent director with dual committee responsibilities (Audit and Compensation) and “financial expert” designation, bolstering audit quality and pay oversight .
- Strong board governance structure (independent Chair; majority independent; executive sessions) and robust policies (majority voting; proxy access; overboarding limits) .
- Solid attendance and engagement (≥75% threshold met across board/committees) .
- Director pay structure mixes cash retainer and equity, with stringent stock ownership guidelines; Baldwin’s 2024 mix: $125k cash and $229,956 equity .
- Audit Committee reviews related-party transactions and oversees ERM, internal controls, and compliance; Compensation Committee oversees HCM, succession, and clawback policy .
- Watch items / potential conflicts:
- No related-party transactions involving Baldwin disclosed; policy requires Audit Committee pre-approval for >$100k related-party transactions, mitigating risk .
- Director equity awards are fully vested on grant date; alignment is supported by strict ownership guidelines and anti-hedging/pledging policies .
- Shareholder sentiment context:
- 2024 say-on-pay support at 88% (for NEOs) suggests overall compensation governance acceptance; board engaged on shareholder feedback and disclosure enhancements (e.g., political activity policy) .
Other Notes
- Board and committee composition is reviewed annually; technology/cyber oversight is robust via Technology Committee and CISO reporting; though Baldwin is not on this committee, audit risk coverage overlaps with cyber/privacy .