The Board of Directors (the "Board") of Global Payments Inc. (the "Company") has established the compensation committee (the "Committee") of the Board to discharge the Board's responsibilities relating to compensation of the Chief Executive Officer (the "CEO") and the Company's other executive officers (collectively, including the CEO, the "Executive Officers"). The Committee has overall responsibility for approving and evaluating all compensation plans, policies, and programs of the Company as they affect the Executive Officers. This charter replaces and supersedes in its entirety any previous charter for the Committee adopted by the Board.
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Members of the Committee
The Committee shall consist of three or more directors all of whom in the judgment of the Board of Directors (i) meet the independence requirements established from time to time by the New York Stock Exchange (the "NYSE"), including any heightened independence requirements specific to compensation committee members, and the Securities and Exchange Commission (the "SEC"), (ii) qualify as "Non-Employee Directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (iii) qualify as "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code, as amended, and the regulations thereunder (the "Code").
The members and chairperson of the Committee shall be appointed by the Board and may be replaced by the Board. The chairperson shall preside at each meeting. If the chairperson is not present at a meeting, the members of the Committee may designate one of the Committee members who is present as an acting chairperson of such meeting.
The responsibilities of a member of the Committee are in addition to his or her responsibilities as a member of the Board, and each member of the Committee will be compensated separately for his or her service on the Committee.
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Committee Meetings
The Committee shall meet as often as necessary to carry out its responsibilities. Meetings of the Committee may be held in person or telephonically at such times and places as the Committee determines. The chairperson of the Committee, in consultation with management, should prepare, or have prepared and approve, an agenda in advance of each meeting. Provided that notice of the meeting is given or waived by all members of the Committee in accordance with the Company's Bylaws, the presence of a majority of Committee members shall constitute a quorum for a meeting. The Committee may act by affirmative vote of the majority of members present at a meeting of the Committee at which a quorum exists or by a writing or writings signed by all of its members without a meeting.
The Committee may, but is not required to, invite any officer or employee of the Company, counsel or others to attend meetings and provide pertinent information. The Committee may meet in executive session outside the presence of any member of management of the Company. The Committee may otherwise establish its own rules of procedure in accordance with state law and the Company's governance documents.
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Purpose, Duties, and Responsibilities
The Committee shall have the responsibilities set forth below, in addition to any other responsibilities assigned to it by the Board. The Committee is authorized by the Board to make all decisions and determinations, grant all approvals and take other such actions as are necessary or desirable to carry out the Committee's responsibilities.
In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities, and personnel of the Company. The Company shall provide appropriate resources (including, without limitation, funding for payment of reasonable compensation to advisers retained by the Committee), as determined by the Committee, to support the Committee. The Committee shall have the authority, to the extent it deems necessary or appropriate, to ask the Company to provide the Committee with the support of one or more Company employees to assist it in carrying out its duties.
The Committee may delegate to an officer of the Company, to the extent permitted by applicable state law, who is also a member of the Board, the power (i) to designate the officers, employees or consultants of the Company or any of its subsidiaries who will receive grants of equity awards, and (ii) to determine the number of equity awards to be so granted. Such delegation must be made by a Committee resolution that specifies parameters for the total number and terms of equity awards that may be granted under the delegated authority and states that no officer may be delegated the power to designate himself, any person who is reasonably anticipated to become a covered employee (as defined in Section 162(m)(3) of the Code) during the term of an applicable award, or any person subject to Section 16(a) of the Exchange Act at the grant date of such award as a recipient of equity awards granted pursuant to such delegation.