8-K/ALeadership Changes

GLOBAL PAYMENTS INC 8-K/A Report, Executive Changes (Aug 2, 2022)

Filed August 2, 2022For Securities:GPN

Summary

This 8-K filing from GLOBAL PAYMENTS INC (GPN) reports on the appointment and compensation package for Mr. Whipple as the new Senior Executive Vice President and Chief Financial Officer (CFO), effective July 1, 2022. The filing details a comprehensive compensation structure including a base salary of $700,000, a target bonus of 110% of base salary, and significant equity awards totaling approximately $5.23 million, with a portion subject to a 3-year vesting schedule. Furthermore, the filing outlines the terms of Mr. Whipple's amended employment agreement, which includes standard provisions such as confidentiality, non-solicitation, and non-compete clauses for a period of 24 months post-separation. The agreement also specifies various termination scenarios and the corresponding severance benefits, differentiating between terminations with and without cause, resignation for good reason, and circumstances related to a change in control. These details provide clarity on the financial arrangements and protections in place for a key executive role.

Key Highlights

  • 1Appointment of Mr. Whipple as Senior Executive Vice President and Chief Financial Officer.
  • 2Base salary for Mr. Whipple set at $700,000 annually, effective July 1, 2022.
  • 3Target bonus opportunity for Mr. Whipple is 110% of his base salary.
  • 4Mr. Whipple is eligible for significant equity grants with a total fair value of approximately $5.23 million ($3.93M target + $1.3M one-time restricted stock).
  • 5A portion of the equity grant (restricted stock) vests ratably over three years, contingent on continued employment.
  • 6Employment agreement includes 24-month post-separation restrictions on confidential information disclosure, customer solicitation, and employee recruitment.
  • 7Detailed severance packages are outlined for various termination scenarios, including "without cause" and "for good reason," with enhanced benefits in the event of a change in control.

Frequently Asked Questions

Mr. Whipple's compensation package includes a base salary of $700,000, a target annual bonus of 110% of his base salary ($770,000), and equity grants with a total fair value of approximately $5.23 million. This equity consists of a target equity grant of $3,930,000 and a one-time restricted stock grant of $1,300,000.

For 24 months following his separation from the company, Mr. Whipple is prohibited from disclosing confidential information, soliciting existing customers, or recruiting company employees. Additionally, there is a non-compete clause for a specified period, though it does not apply if his employment is terminated due to the company's decision not to extend the employment agreement.

If terminated by the Company without cause or by Mr. Whipple for good reason (not related to a change in control), he is entitled to 18 months of continued base salary, a prorated annual bonus, an additional cash payment equal to 1.5x his target annual bonus (paid nine months post-separation), 18 months of COBRA premium payments, accelerated vesting of certain equity awards, and pro-rata vesting of performance units.

In the event of a change in control, if Mr. Whipple is terminated without cause or resigns for good reason within 24 months of the change in control, his severance package is enhanced. He would receive a lump sum cash payment equal to 2x his base salary, an additional cash payment equal to 2x his target annual bonus (paid nine months post-separation), 18 months of COBRA premiums, full vesting of outstanding equity awards, and full vesting of performance units based on target or actual performance.