8-KLeadership ChangesExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Executive Changes (Oct 7, 2013)

Filed October 7, 2013For Securities:GPN

Summary

This 8-K filing announces a significant leadership transition at GLOBAL PAYMENTS INC (GPN). Effective October 1, 2013, Paul R. Garcia has retired from his role as Chief Executive Officer but will continue to serve as Chairman of the Board of Directors through the end of the company's 2014 fiscal year, providing strategic support. This transition is accompanied by amendments to his employment and key position agreements. Concurrently, the Board has appointed Jeffrey S. Sloan as the new President and Chief Executive Officer. Mr. Sloan, formerly the President since June 2010, brings experience from his tenure at Goldman Sachs. His appointment is supported by an enhanced compensation package, including a base salary increase, a higher target annual bonus, and a substantial long-term incentive grant comprised of performance-based restricted stock units tied to financial and total shareholder return metrics.

Key Highlights

  • 1Paul R. Garcia steps down as CEO, retaining Chairman role and providing strategic support until May 31, 2014.
  • 2Jeffrey S. Sloan appointed as the new President and Chief Executive Officer.
  • 3Mr. Sloan's annual base salary increased to $800,000 from $618,000.
  • 4Target annual cash bonus opportunity for Mr. Sloan increased to 125% of base salary.
  • 5Mr. Sloan receives a significant long-term incentive grant valued at approximately $2.18 million.
  • 6The long-term incentive grant is 100% performance-based restricted stock units, with a split between financial targets and relative total shareholder return.
  • 7Amendments to employment and key position agreements for both Mr. Garcia and Mr. Sloan are detailed.

Frequently Asked Questions

This 8-K filing announces a change in principal executive officers. Paul R. Garcia has retired as CEO, and Jeffrey S. Sloan has been appointed as the new President and CEO.

No, Mr. Garcia will remain with the company as Chairman of the Board of Directors. He will also provide support for strategic planning and business development through May 31, 2014.

Mr. Sloan's annual base salary increased from $618,000 to $800,000. His target annual cash bonus opportunity increased from 100% to 125% of his base salary. Additionally, he received a long-term incentive grant with a target value of approximately $2.18 million, structured as performance-based restricted stock units.

The grant is entirely in the form of performance-based restricted stock units. 60% of the value is tied to financial targets, and 40% is based on the company's total shareholder return relative to the S&P 500 companies.