William B. Plummer
GLOBAL PAYMENTSAbout William B. Plummer
Independent director of Global Payments Inc. (GPN) since 2017; age 66; Audit Committee Chair and designated audit committee financial expert. Former EVP & CFO of United Rentals and prior finance leadership roles at Dow Jones and Alcoa; recognized as one of the U.S. Best CFOs by Institutional Investor and one of Black Enterprise’s 100 Most Powerful Executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Rentals Inc. | EVP & CFO | 2008–2018 | Oversight of financial reporting and capital allocation |
| United Rentals Inc. | Senior Advisor | 2018–2019 | Strategic advisory to CEO/CFO |
| Dow Jones & Company | Chief Financial Officer | 2006–2007 | Led finance transformation |
| Alcoa Inc. | Vice President & Treasurer | 2000–2006 | Corporate finance, treasury risk management |
| John Wiley & Sons, Inc. | Director | 2003–2019 | Audit and Technology Committees |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Waste Management Inc. | Independent Director | Current | Not disclosed in proxy |
| Custom Truck One Source, Inc. (f/k/a Nesco Holdings, Inc.) | Director | Past 5 years | Not disclosed in proxy |
| Mason Industrial Technology | Director | Past 5 years | Not disclosed in proxy |
Board Governance
- Independence: Board determined Plummer is independent under NYSE standards; all standing committees are fully independent .
- Committee leadership: Audit Committee Chair; committee met 5 times in 2024. Responsibilities include auditor oversight, internal audit, ERM, vendor risk, privacy/cyber risk deep-dives, compliance/whistleblower, related-party transaction approvals, and quarterly executive sessions with CFO/CAE/GC/auditor; designated audit committee financial expert .
- Attendance and engagement: The full board met five times in 2024; each director attended at least 75% of board and committee meetings; independent directors meet without management present .
- Board leadership: Independent Chair (separate from CEO); Lead Independent Director role eliminated given independent Chair structure .
- Outside service limits: All directors are within guidelines (≤4 boards; audit committee members ≤3 audit committees) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair (Plummer); members Baldwin, McDaniel, Turner | 5 |
| Compensation | Chair Bruno; members Baldwin, Johnson, Osnoss | 4 |
| Governance & Nominating | Chair McDaniel; members Arroyo, Johnson, Marshall, Turner | 4 |
| Technology | Chair Arroyo; members Bruno, Kliphouse, Marshall, Osnoss | 4 |
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual Basic Cash Retainer | $125,000 | Paid in advance each shareholder year; no meeting fees |
| Supplemental Cash Retainer (Audit Chair) | $40,000 | Committee chair supplemental retainer |
| Annual Stock Retainer (FMV) | $230,000 | Fully vested shares granted; grant-date FMV |
| 2024 Cash Earned | $165,000 | Basic + Audit Chair |
| 2024 Stock Award (Grant-Date Fair Value) | $229,956 | Fully vested on grant |
| 2024 Total | $394,956 | Sum of cash and stock |
Program features:
- Paid via annual cash and stock retainers; no per-meeting fees .
- Eligible for Non-Qualified Deferred Compensation Plan, but only Ms. Marshall participated in 2024; Plummer did not defer .
Performance Compensation (Company program context for pay-for-performance)
Short-Term Incentive Plan (NEOs) metrics and results (illustrates governance emphasis on performance-based pay):
| Metric | 2023 Target/Actual | 2024 Target/Actual |
|---|---|---|
| Adjusted Net Revenue (millions) | Target $8,624; Actual $8,620 | Target $9,242; Actual $9,188 |
| Adjusted Operating Margin | Target 44.8%; Actual 44.5% | Target 45.0%; Actual 45.0% |
| Aggregate STIP Payout % | 69.2% | 97.1% |
2025 STIP adds a strategic transformation metric:
| Metric | Weight | Threshold/Target/Max |
|---|---|---|
| Adjusted Net Revenue | 40% | 50% / 100% / 200% (payout factor) |
| Adjusted Operating Margin | 40% | 50% / 100% / 200% |
| Transformation Adjusted Operating Income Benefit | 20% | 50% / 100% / 200% |
Long-Term Incentive Plan (PSUs) design:
- Metric: Annual adjusted EPS growth with 3-year performance; +/-25% TSR modifier vs S&P 500; max 200% of target .
- Example outcome: 2022 PSU payout earned at 70.6% of target after EPS and negative TSR modifier (CEO shown for context) .
| Year | Actual Adjusted EPS Growth | Annual Multiple |
|---|---|---|
| 2022 | 17.3% | 182.5% |
| 2023 | 15.7% | 142.5% |
| 2024 | 13.9% | 98.8% |
Governance guardrails: No repricing of options; clawback policy compliant with NYSE; anti-hedging/anti-pledging for directors and employees; double-trigger change-in-control for executives; caps at 200% for STIP/PSU .
Other Directorships & Interlocks
| Company | Relationship to GPN | Notes |
|---|---|---|
| Waste Management Inc. | None disclosed | Current independent director; no related-party transactions disclosed with GPN |
| Custom Truck One Source, Inc. | None disclosed | Prior directorship within past 5 years |
| Mason Industrial Technology | None disclosed | Prior directorship within past 5 years |
Silver Lake Investment Agreement (board designee Osnoss) noted; does not involve Plummer .
Expertise & Qualifications
- Deep finance and accounting expertise; seasoned public company CFO; risk and audit oversight; strategic and operational development experience .
- Audit committee financial expert designation; all Audit Committee members financially literate .
- Recognitions: Institutional Investor U.S. Best CFO; Black Enterprise 100 Most Powerful Executives .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable/Inexercisable | Total | % of Class |
|---|---|---|---|---|
| William B. Plummer | 12,333 | — / — | 12,333 | <1% (*) |
- Director stock ownership guideline: 500% of annual cash retainer within five years; all non-employee directors were in compliance as of record date .
- Anti-hedging/anti-pledging policy applies to directors; no pledging disclosed .
Insider Trades (Compliance)
| Director | 2024 Section 16(a) Timeliness | Notes |
|---|---|---|
| William B. Plummer | Compliant | No delinquent filings; only one late Form 4 related to Mr. Arroyo due to code change |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” credentials; robust committee oversight of ERM, cyber/privacy, compliance and related-party approvals; strong attendance and independent board structure; stringent ownership and anti-hedging/pledging policies .
- Alignment signals: Director pay is balanced (cash + equity), no meeting fees; company-wide compensation emphasizes measurable performance (Adjusted Net Revenue/Margin, Adjusted EPS + TSR); shareholder say-on-pay support at 88% in 2024 indicates favorable investor sentiment .
- Conflicts/related parties: No related-party transactions involving Plummer disclosed; Audit Committee reviews and must approve any >$100k related-party transactions; no Section 16 issues for Plummer .
- Workload/overboarding risk: External board service appears within company guidelines; Audit Committee members limited to ≤3 audit committees; all directors compliant .
- RED FLAGS: None identified in proxy for Plummer (no hedging/pledging, no related-party transactions, no delinquent filings) .
Say-on-Pay & Peer Group (context):
- 2024 say-on-pay: 88% approval; Compensation Committee retained structure and continued shareholder engagement; independent consultant FW Cook advises committee .
- Peer group includes FIS, Fiserv, Mastercard, PayPal, ADP, Intuit, Equifax, TransUnion, Workday, among others, supporting competitive benchmarking .