Fidelity National Information Services, Inc.
FIS DEF 14A Report ended April 28, 2025
FIDELITY NATIONAL INFORMATION SERVICES, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a party other than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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2025 Proxy Statement
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1
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To Our Valued
Shareholders,
For FIS, 2024 was a year of continued progress against
the ambitious, multi-year transformation strategy we
launched at the beginning of 2023. The Board worked
closely with our CEO, Stephanie Ferris, and the rest of
the management team to continue our work to simplify
the business, improve client centricity, and accelerate
profitable growth through our Future Forward Strategy,
while also strengthening our strategic and financial
position with the sale of a majority stake of Worldpay.
The company met or exceeded its financial targets in
2024, driving a significant increase in shareholder value.
Our vision for FIS builds on the Company’s long heritage
of technology innovation and strengths as a leading
provider of financial technology offering the highest levels
of resilience and security. Because we serve a marquee
set of clients including some the largest, most complex
financial services organizations in the world, we have a
unique perspective on the complexities of moving and
managing money across the full money lifecycle. Our
growth strategy is to capitalize on these strengths by
providing componentized, readily consumable technology
and best-of-breed solutions to businesses of all shapes
and sizes, not just our traditional base of banks and
capital market firms.
Our strategy is built on three core pillars: leveraging our
strong foundation, delivering profitable growth, and being
extremely disciplined in how we allocate and use our
capital resources. Following the Worldpay separation in
2024, FIS today has greater balance sheet flexibility and
the ability to execute on a balanced set of capital
allocation priorities, including our commitment to return
significant capital to shareholders and pursue disciplined
strategic MA to accelerate our growth. April’s
announcement of our intent to acquire Global Payments’
Issuer Solutions business is proof of this strategy in
action.
We’ve continued to evolve our executive compensation
program to align with our business strategy and strategic
priorities. We have continued to drive a performance
culture which is reflected in our compensation structure
and approach. In 2024, the Compensation Committee
refocused the Company’s long-term equity incentive
program around performance stock units (PSUs) to
incentivize executives to achieve results aligned to our
long-term financial goals. The 2024-2026 PSUs are
focused on revenue growth and EPS growth, while
maintaining a total shareholder return (TSR) component
for the CEO and CFO.
Our Board is committed to providing effective
oversight of
FIS’ strategy and execution to ensure that the Company
delivers sustainable and profitable high-quality growth.
We’ve taken a thoughtful approach to ensuring that our
Board has the right set of skills and expertise to support
the evolution of our business. Last fall, we welcomed two
new independent directors, Nicole Anasenes and
Kourtney Gibson, who bring a wealth of financial and
operational experience and strong track records of driving
growth. Nicole and Kourtney have made strong
contributions to our Audit and Risk and Technology
Committees since they joined the Board. We are pleased
to have Nicole serve as our new Audit Committee Chair,
succeeding Lee Adrean, who is not standing for re-
election at this Annual Meeting. I’d like to thank Lee for
his strategic guidance and oversight of FIS and its
predecessor companies throughout every phase of
growth during his 11 years of combined service on
the Board.
As I reflect on our accomplishments over the past year, I
and the Board are proud of the FIS team’s commitment
and dedication to moving the Company forward through
this period of rapid change. Their efforts have resulted in
improved consistency in our financial results, sales
momentum across the enterprise, and the successful
establishment of a number of strategic partnerships. As
we continue to execute on our transformation, FIS
remains focused on accelerating growth, expanding
profitability, and increasing value for our shareholders.
Sincerely,
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Jeffrey A. Goldstein
Chair of the Board of Directors
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2
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FIS Global
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To Our Valued Shareholders
Notice of Annual Mee
ting
of Sharehol
ders
Items of Business
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1
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Election of Directors
To elect the nine (9) members of the Board of Directors
named in the proxy statement to serve until the 2026
annual meeting of shareholders
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“FOR”
each director
nominee
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2
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Advisory Vote on Executive Compensation
To approve, on an advisory and non-binding basis, the
compensation of our named executive officers
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“FOR”
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3
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Ratification of Independent Registered
Public Accounting Firm
To ratify the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for 2025
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“FOR”
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The Board of Directors has set April 14, 2025 as the record date for the meeting. This
means that owners of Fidelity National Information Services, Inc. common stock at the
close of business on that date are entitled to:
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receive notice of the meeting; and
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vote at the meeting and any adjournments or postponements of the meeting.
All shareholders are cordially invited to attend the meeting. Whether or not you plan to
attend the annual meeting, please read these proxy materials and cast your vote on the
matters that will be presented at the meeting.
You may vote your shares through the internet, by telephone, or by mailing the enclosed
proxy card. Voting instructions are described under the question “How do I vote?” on
Sincerely
,
Caroline Tsai
Corporate Secretary
DATE AND TIME
Day, June 12, 2025
10:00 AM, Eastern Time
LOCATION
347 Riverside Avenue
Jacksonville, Florida 32202
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How to Vote by Proxy
INTERNET
using a unique password printed
on your proxy card and following
the instructions on the proxy card
MAIL
using the enclosed proxy card and
return envelope
TELEPHONE
using the telephone number
printed on the proxy card and
following the instructions on the
proxy card
Even if you expect to attend the
annual meeting, please vote by
proxy to ensure that your shares
will be represented.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 12, 2025:
The Notice of Annual Meeting, Proxy Statement and Annual Report on Form
10-K for the year ended December 31, 2024 are available at
www.proxyvote.com
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The enclosed proxy is solicited by the Board of Directors (the “Board”) of Fidelity National Information Services, Inc., a Georgia
corporation (the “Company” or “FIS”), for use at the Annual Meeting of Shareholders to be held on June 12, 2025, at 10:00 a.m.
Eastern Time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting
of Shareholders. The meeting will be held at 347 Riverside Avenue, Jacksonville, Florida 32202.
It is anticipated that such proxy, together with this proxy statement, will be first mailed on or about
April 28,
2025, to all shareholders
entitled to vote at the meeting.
The Company’s principal executive offices are located at 347 Riverside Avenue, Jacksonville, Florida 32202, and its telephone number
at that address is (904) 438-6000.
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2025 Proxy Statement
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Table of Contents
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FIS at a Glance
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Voting Roadmap
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Proxy Summary
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Nominees for Election as Director
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Board Oversight
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Our 2024-2025 Shareholder Engagement Program
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Contacting the Board
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Board Leadership Structure
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Director Independence
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Committees of the Board
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Director Compensation
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Certain Information About Our Executive Officers
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Compensation Discussion and Analysis
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Executive Summary
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2024 Performance Highlights
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Compensation Governance
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2024 Say-On-Pay Vote and Shareholder Engagement
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Compensation Philosophy
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Compensation Objectives
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Establishing Executive Compensation Levels
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Independence of the Compensation Consultant
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Compensation Elements
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2024 Total Compensation
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Compensation Process
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Compensation Committee Report
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Executive Compensation
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2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards
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Narrative Discussion for Summary Compensation Table and Grants of Plan-Based Awards Table
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2024 Outstanding Equity Awards at Fiscal Year-end
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2024 Option Exercises and Stock Vested
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2024 Nonqualified Deferred Compensation
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Potential Payments Upon Termination or Change in Control
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Compensation Risk Assessment
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Action to Recover Erroneously Awarded Compensation
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CEO Pay Ratio
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Pay Versus Performance
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Ratification of KPMG LLP as the Company’s Independent Registered Public Accounting Firm
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Principal Accounting Fees and Services
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Approval of Accountants’ Services
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Report of the Audit Committee
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Security Ownership of Certain Beneficial Owners, Directors and Executive Officers
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Securities Authorized for Issuance Under Equity Compensation Plans
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Delinquent Section 16(a) Reports
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Shareholder Nominations for Board Membership and Other Proposals
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Other Matters
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Available Information
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Frequently Asked Questions
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4
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FIS Global
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FIS at a Glance
FIS is a financial technology company providing solutions to financial institutions, businesses, and developers. We
unlock financial technology across the money lifecycle underpinning the world’s financial system. Our colleagues are
dedicated to advancing the way the world pays, banks and invests, helping our clients confidently run, grow, and protect
their businesses. Our expertise comes from decades of experience helping financial institutions and businesses of all
sizes transform to meet the needs of their customers. Headquartered in Jacksonville, Florida, FIS is a member of the
Fortune 500
®
and the Standard Poor’s 500
®
Index.
Our Strategic Differentiators
Our mission is to deliver superior technology solutions to our clients and to expand our client base to generate sustained
revenue and earnings growth for our shareholders. Our strategy to achieve this goal is built on the following
unique differentiators:
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2
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3
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A Scaled
Technology
Leader
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With Global
Distribution
Marquee Set
Of Clients
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Delivering
Broad Suite Of
Best-of-Breed
Solutions
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A Scaled Technology Leader:
Our technology underpins the world’s financial system, powering the global economy
by moving money seamlessly across continents and time zones, across the entire money lifecycle. At any given
moment, money is either at rest in deposit accounts and ledger systems, in motion in credit and debit accounts, card
networks, treasury risk systems and in real-time or ACH payments or it’s being put to work by asset managers
who are trading and lending. Behind each and every one of these transactions is a complex chain of financial activities
that must be done instantly and securely. At every point in the money life cycle, our clients need to know these
transactions are supported with the highest levels of security, reliability, and regulatory compliance, and that’s what
FIS scaled technology offers —
Money at rest
through our core and digital banking solutions,
Money in motion
travelling through our payment and treasury and risk solutions, and money at work leveraging our wealth retirement,
trading asset services, and our commercial lending technology.
•
Global Distribution Marquee Set of Clients:
We serve a marquee set of clients across a geographic footprint
spanning six continents. Our global reach is a key competitive advantage. Not only do we have scaled technology, we
also own and operate our own global distribution network, including a force of over 1,500 sales relationship
managers serving clients in approximately 150 markets and 25,000 talented technologists leveraging cloud operations
to deliver technology and support our worldwide client base. We strive to improve the efficiency of our operations
through investments in new technologies, processes and infrastructure modernization. We also leverage a one-to-
many operating model to drive high incremental margins on revenue growth, while also providing cost-effective
solutions for our clients. Our clients range from large banks, financial institutions and other enterprises, including
multi-national clients, to community or regional financial institutions and other businesses.
•
Delivering a Broad Suite of Best-of-Breed Solutions:
Changing market dynamics, particularly in the areas of digital
delivery, information security and regulation, are transforming the way our clients operate, which is driving incremental
demand for our integrated solutions built around our intellectual property. As clients and prospects evaluate
technology, business process changes and vendor risks, our depth of service capabilities enables us to become
involved earlier in their planning and design process and assist them as they manage these changes. As a result, we
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2025 Proxy Statement
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5
|
FIS at a Glance
invest in our solution portfolio through internal software development, as well as through acquisitions, equity
investments and partnerships that complement and extend our existing solutions and capabilities, providing us with
an ecosystem of solutions to cross-sell to current clients and to capture the interest of new clients. By investing in
solution innovation, we continue to expand our value proposition to our clients and prospects.
•
Allocate Our Capital and Resources with Discipline.
As we make decisions with respect to our solution ecosystem
— building, buying or partnering — to drive innovation in support of our clients, we prioritize the allocation of capital
and other resources to the opportunities providing the highest client benefit and growth potential. We also continually
review our portfolio of assets and businesses to assess their fit with our strategy and will, from time to time, decide to
wind down or divest businesses or assets to redeploy capital to our areas of strategic focus. We believe that keeping
our team and our capital strategically focused benefits our existing clients and our ability to win new clients. At the
same time, to the
e
xtent our businesses generate excess cash, we strategically use it to repurchase shares, repay
debt, pay dividends or for other corporate purposes.
2024 Performance
Highlights
2024 was a year of positive momentum for FIS. We delivered accelerating Adjusted Revenue g
rowth
, expanded Adjusted
EBITDA margins and significantly exceeded our original Adjusted Earnings Per Share (“EPS”) targets, while also
achieving the following:
|
Separated Worldpay, with the sale of a majority equity interest completed in January 2024
Held our first Investor Day in six years, laying out our strategic vision and medium-term financial targets
Repurchased over $4 billion of shares in FY 2024
Returned $800 million to shareholders via dividends in 2024, and increased our dividend in January 2025
Executed on our MA strategy, closing several complementary acquisitions across our key growth vectors
|
||
For more complete information regarding our 2024 performance, please review our Annual Report on Form 10-K for the
year ended December 31, 2024 (“2024 Annual Report”) that was filed with the Securities and Exchange Commission (the
“SEC”) on
February 13, 2025.
FIS by the Numbers
|
14K
Clients
|
95%
of the World’s
Leading Banks
|
$16T
Financial Assets
on Platforms
|
1,500
Sales and
Relationship
Managers Globally
|
25K
Technologists
|
||||||||
|
17B+
Transactions
Processed Annually
|
$8T
Assets Serviced
|
90%+
Workloads on Cloud
|
70%
of Top 100
Insurance Firms
|
$50T
AUM
of Traditional
Asset Managers
|
|
6
|
FIS Global
|
|
FIS at a Glance
Who FIS Serves
|
Corporates
|
From treasury and risk to payments and receivables to data connectivity, FIS
®
solutions pave
the way for business growth for organizations in education, engineering, government,
manufacturing, retail, technology and more.
|
|
Enterprise
Technology
|
Our clients are driven to innovate. We fuel this with the know-how and agility of the world’s
#1 fintech.
So that they can innovate for their customers, we innovate for them.
|
|
Financial
Institutions
|
Financial institutions can build their transformation on the absolute performance of our
financial technology solutions, backed by reliable banking and proven payments infrastructure.
|
|
FinTech
|
Our fintech clients have the vision; we enable fintech innovators to build game-changing
solutions and platforms to make their mark on the financial landscape.
|
|
|
Governments
|
We empower government agencies to defend themselves and vulnerable residents from fraud,
find efficiencies with leading-edge infrastructure and build trust with strong data security
measures – all provided by FIS
®
.
|
|
Insurance
|
With digital insurance software solutions, FIS
®
helps innovative insurers do more for their
policyholders, better protect their business and outpace their competitors.
|
|
Securities
Investments
|
With powerful asset management technology, investment banking technology and
broker-dealer software, FIS
®
helps buy- and sell-side firms turn change to their advantage.
|
Sustainability Highlights
Environmental, Social and Governance
Our approach to environmental, social and governance
(ESG) matters
and driving long-term value starts with governance
structures, policies, management committees and practices designed to support transparent reporting and
accountability for our Board and senior management. Our Board’s Corporate Governance, Nominating and Sustainability
Committee has oversight responsibility for our ESG program. Our Vice President of Corporate Affairs and Sustainability
provides semi-annual progress reports to the Committee.
For more information about ESG matters at FIS, including
governance and oversight, please see the ESG section of our website:
https://www.fisglobal.com/global-
sustainability
.
|
|
2025 Proxy Statement
|
7
|
Voting Road
map
|
|
|
PROPOSAL 1
|
|
|
Election of Directors
|
|
|
Our business is managed under the direction and oversight of our Board. Our proposed nominees for election to
the Board consist of eight non-employee directors and one management director. Each member of our Board is
elected annually for a one-year term.
|
|
The Board recommends that the shareholders vote
FOR
each director nominee.
|
See page
17
|
|
|
|
|
PROPOSAL 2
|
|
|
Advisory Vote on Executive Compensation
|
|
|
We hold a non-binding advisory “say on pay” vote every year, pursuant to Section 14A of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Our executive compensation practices and processes,
overseen by the Compensation Committee of our Board, align our executives' compensation with our
performance and promote long-term value creation. At our 2024 shareholders’ meeting, this proposal received
support from 91.6% of the shares voted.
|
|
The Board recommends that the shareholders vote
FOR
this proposal.
|
See page
45
|
|
|
|
|
PROPOSAL 3
|
|
|
Ratification of KPMG LLP as the Company’s
Independent Registered Public Accounting Firm
|
|
|
Although shareholder ratification of the appointment of our independent registered public accounting firm is not
required by our Bylaws or otherwise, we are submitting the selection of KPMG LLP (“KPMG”) to our shareholders
for ratification.
|
|
The Board recommends that the shareholders vote
FOR
this proposal.
|
See page
89
|
|
8
|
FIS Global
|
|
Proxy Summary
|
|
|
|
PROPOSAL 1
|
|
|
Election of Directors
|
|
The Board recommends a vote
FOR
each director nominee.
|
See page
17
|
Director Nominee
Attributes
|
BOARD REFRESHMENT
|
BOARD INDEPENDENCE
|
||||
|
|
|
|||
|
8
new directors in past 5 years
|
|||||
FIS maintains a rigorous director selection and evaluation process which supports the Company’s long-term growth
strategy and which factors in diversity of experience, skills and background.
Although the Board remains confident in its
current composition, it continually seeks to identify new director candidates that enhance the skills and experience of the
Board as a whole and support the Company’s evolving business strategy.
|
|
2025 Proxy Statement
|
9
|
Proxy Summary
Board Expertise Experience
The collective skills and experience of our director nominees are broad and support each of the pillars of our long-term
growth strategy. The following lists identify those competencies and skills critical to the success of FIS.
Core
Competencies
|
EXECUTIVE LEADERSHIP
|
|
ENTERPRISE RISK MANAGEMENT /
INFORMATION SECURITY
|
||
|
GLOBAL BUSINESS EXPERIENCE
|
|
MERGERS AND ACQUISITIONS /
CAPITAL ALLOCATION
|
||
|
FINANCIAL EXPERTISE
|
|
GOVERNMENT REGULATORY
|
||
|
PUBLIC COMPANY
BOARD EXPERIENCE
|
|
SUSTAINABILITY
|
||
|
HUMAN CAPITAL MANAGEMENT
|
Strategic Skills and Experiences for our Evolving
Strategy
|
TECHNOLOGY
|
|
BANKING OR FINANCIAL SERVICES
|
||
|
BUSINESS TRANSFORMATION
|
|
DIGITAL TRANSFORMATION
|
||
|
FINANCIAL TECHNOLOGY
|
|
10
|
FIS Global
|
|
Proxy Summary
Board of
Directors
Nominees for Election as Directors
|
Name
|
Age
|
Director
Since
|
Board
Committees
|
Principal Occupation
|
Other Public
Company
Boards
|
|
|
Jeffrey A.
Goldstein
|
69
|
2020
|
CC
CGNSC
EC
|
Former Under Secretary of the Treasury
for Domestic Finance and Counselor to
the Secretary of the Treasury
|
1
|
|
Stephanie L.
Ferris
|
51
|
2022
|
EC
|
Chief Executive Officer and
President, FIS
|
None
|
|
Nicole M.
Anasenes
|
51
|
2024
|
AC
RTC
EC
|
Former SVP and CFO, Ansys, Inc.
|
1
|
|
Mark D.
Benjamin
|
54
|
2023
|
CC
RTC
|
Former CEO,
Nuance Communications, Inc.
|
1
|
|
Kourtney K.
Gibson
|
43
|
2024
|
AC
RTC
|
CEO, Retirement Solutions, TIAA
|
1
|
|
Lisa A.
Hook
|
67
|
2019
|
RTC
AC
EC
|
Former President and CEO,
NeuStar, Inc.
|
2
|
|
Kenneth T.
Lamneck
|
70
|
2022
|
CC
CGNSC
EC
|
Former CEO,
Insight Enterprises, Inc.
|
2
|
|
Gary L.
Lauer
|
72
|
2019
|
CC
CGNSC
EC
|
Executive Director and Co-Founder,
Eminent Series Group
|
None
|
|
James B.
Stallings, Jr.
|
69
|
2013
|
CC
CGNSC
|
CEO, PS27 Ventures, LLC
|
1
|
|
|
Independent
|
CC
|
Compensation Committee
|
|
|
|
Chair
|
CGNSC
|
Corporate Governance, Nominating and Sustainability Committee
|
|
|
AC
|
Audit Committee
|
RTC
|
Risk and Technology Committee
|
|
|
EC
|
Executive Committee
|
|
|
2025 Proxy Statement
|
11
|
Proxy Summary
Governance Policies and Practices Snapshot
In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure
that provides strong oversight across FIS and promotes long-term shareholder value creation. Some key highlights of
our Board and governance practices are set forth below:
|
Topic
|
Practice
|
|
Shareholder
Accountability
|
•
Annual election of directors with majority vote standard for uncontested elections
•
Majority vote standard for charter and bylaw amendments
•
Annual say-on-pay vote
|
|
Board Refreshment
|
•
Eight out of nine directors standing for election were appointed in the last five years
•
Robust director succession planning with focus on Board candidates with
strategically important expertise and diverse experience, skills, and background
•
Regular rotation of Board committee assignments
•
Mandatory director retirement age of 75
|
|
Director Independence
and Commitment
|
•
Independent Board Chair
•
Eight out of nine director nominees are independent
•
Board committees comprised entirely of independent directors
•
Director time commitment policy for service on outside public Boards
•
Directors required to seek approval prior to joining any additional for-profit company
Board or audit committee, whether public or private
•
Each director attended more than 93% of all Board and committee meetings
|
|
Executive Sessions
|
•
Independent directors meet regularly without management
|
|
Shareholder Rights
|
•
One class of capital stock, with one vote per share
•
Proxy access
|
|
Environmental, Social and
Governance (ESG)
|
•
Board-level oversight of ESG initiatives through the Corporate Governance,
Nominating and Sustainability Committee
•
Independent limited assurance of select ESG metrics
|
|
Executive and Director
Stock Ownership
|
•
Robust stock ownership guidelines for executives and directors
•
All executives and directors own FIS stock or restricted stock units
|
|
Board Self-Evaluations
|
•
Annual Board and committee self-evaluations
•
Comprehensive new director onboarding program
•
Formalized director continuing education program
|
|
Shareholder Engagement
|
•
Formal annual Board-led shareholder engagement program with director
participation,
overseen by the Corporate Governance, Nominating and
Sustainability Committee
|
|
Risk Oversight
|
•
Regular review of the Company’s risk profile, including risks associated with
cybersecurity, human capital management, climate change and severe
weather events
•
Risk and Technology Committee oversees Enterprise Risk Management (ERM)
|
|
12
|
FIS Global
|
|
Proxy Summary
Shareholder Engagement
Shareholders Contacted
Shareholders Engaged
Independent Chai
r
Participation
FIS believes that engagement with our shareholders is critical for delivering sustainable, long-term value and ensuring
that our Board and management understand shareholder priorities and work to address them effectively. As such, we
maintain an ongoing, proactive engagement program with participation by independent directors, which is overseen by
our Board’s Corporate Governance, Nominating and Sustainability Committee.
The feedback received through these engagements is shared with the Board on a regular basis and enables our Board
to consider a broad range of perspectives in boardroom discussions. Many of the changes to our compensation,
governance and ESG programs implemented over the last several years have been informed by views and insights
gathered through our shareholder engagement program.
|
Topics discussed during our engagements over the last year:
|
||
|
•
Our execution on our strategic vision to unlock financial technology to the world across the money lifecycle
•
Our progress in refocusing and simplifying our business, improving client centricity, and strengthening our
financial position, including through execution of Future Forward and the sale of a majority stake of Worldpay
•
Board refreshment, including the appointment of two new independent directors in 2024
•
Our executive compensation program philosophy and structure, and adjustments we made to the program
in 2024
•
Our ESG strategy, priorities, and disclosures
|
||
During our shareholder engagement meetings, our shareholders were supportive of the Company’s transformation plan
and the progress made to date, and they expressed satisfaction with the structure of our 2024 executive compensation
program. This feedback was shared with our executive management team and the Board for incorporation into their
decision-making processes.
|
|
2025 Proxy Statement
|
13
|
Proxy Summary
|
|
|
|
PROPOSAL 2
|
|
|
Advisory Vote on Executive Compensation
|
|
The Board recommends that the shareholders vote
FOR
this proposal.
|
See page
45
|
2024 Compensation
Hig
hlights
|
Strong
Performance
and Flat CEO
Pay in 2024
|
•
Total target compensation for the CEO increased 3% in 2024 compared to 2023
target compensation.
•
Total shareholder return was 37% for the year, ranking in the 81st percentile of the SP 500.
|
||
|
Annual
Incentive
Program
|
•
Performance measures and weightings
were established to align with key value
drivers for the second year of our
strategic transformation.
•
Financial targets were consistent with the
Company’s guidance to investors and
reflected strategic priorities tied to the
Company’s transformation goals.
•
Paid out 95.9% of target, reflecting FIS’
success in executing on its
strategic priorities.
|
Program consisted of:
|
|
|
Long-Term
Incentive
Program
|
•
2024 performance stock unit (“PSU”) grants utilized a three-year vesting period with cliff vesting
after year three, and used Adjusted Revenue Growth and Adjusted EPS Growth as the two equally
weighted financial metrics. Adjusted Revenue Growth and Adjusted EPS Growth are measured
annually against growth targets that were set in advance for each year of the performance period.
These metrics were selected to ensure alignment with the shareholder expectation for financial
performance and our long range strategic plans at the time of grant. In the case of the CEO and
CFO, the PSUs are subject to a single three-year relative TSR (rTSR) modifier, which can influence
the quantity of earned shares +/- 25%, if performance ranks above the 75th percentile or below the
25th percentile of the SP 500 Index over the three-year performance period.
•
Following the Worldpay sale, the performance goals for the 2022 PSUs were modified to match the
2024 PSUs (while retaining the +/- 15% rTSR modifier from the original terms), to align with the
Company's post-Worldpay priorities.
•
Long-term equity incentive awards represented 80% of the CEO's total target compensation, and
65% of her total long-term equity incentive award was in the form of PSUs.
CEO 2024 TARGET*
* Percentages may not add to 100% due to rounding.
•
Consistent with the link between pay and performance and the investment experience of
our shareholders in fiscal 2024, the 2024 performance awards were earned at 150% of target for
the 2024 measurement period (subject to the +/- rTSR modifier for the CEO and CFO) based on
Revenue and EPS growth. The value of the earned amount will remain subject to market risk based
on changes in our stock price until the earned shares are paid out (based on continued service) in
the first quarter of 2027.
•
The same percentage applied to the 2024 tranche of the 2022 PSUs, plus 15% under the rTSR
modifier, for a payout of 172.5% of target. In the aggregate, the 2022 PSUs paid out at 81.6% of
the target number of shares.
|
||
|
14
|
FIS Global
|
|
Proxy Summary
|
|
|
|
PROPOSAL 3
|
|
|
Ratification of Independent Registered Public
Accounting Firm
|
|
|
The Board recommends that the shareholders vote
FOR
this proposal.
|
See page
89
|
Ratification of KPMG as the Company’s Independent
Registered Public Accounting Firm
Although shareholder ratification of the appointment of our independent registered public accounting firm is not required
by our Bylaws or otherwise, we are submitting the selection o
f KPMG
to our shareholders for ratification. Even if the
selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public
accounting firm at any time if it determines that such a change would be in the best interests of the Company and our
shareholders. If our shareholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact
into consideration, together with such other factors it deems relevant, in determining its next selection of an independent
registered public accounting firm.
In choosing our independent registered public accounting firm, our Audit Committee conducts a comprehensive review
of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures
the firm has established, and any issues raised by the most recent quality control review of the firm. The review also
includes matters required to be considered under the SEC rules on “Auditor Independence,” including the nature and
extent of non-audit services, to ensure that they will not impair the independence of the accountants.
Representatives of KPMG are expected to be present at the annual meeting. These representatives will have an
opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Principal Accounting Fees and Services
The Audit Committee engaged KPMG to audit the consolidated financial statements of the Company for the 2024 fiscal
year. For services rendered to us during or in connection with our fiscal years ended December 31, 2024 and 2023, we
were billed the following fees by KPMG:
|
2024
|
2023
|
||
|
Audit Fees
(1)
|
$
12,253,934
|
$
21,535,579
|
|
|
Audit-Related Fees
(2)
|
$
315,351
|
$
268,521
|
|
|
Tax Fees
(3)
|
$
1,870,201
|
$
471,522
|
|
|
All Other Fees
(4)
|
$
475,002
|
$
288,455
|
(1)
Audit fees consisted of fees for the audits, registration statements and other filings related to the Company’s 2024 and 2023 financial statements, and
audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings for out-of-pocket expenses incurred
(2)
Audit-related fees in 2024 and 2023 consisted primarily of fees for various assurance reports.
(3)
Tax fees in 2024 and 2023 consisted principally of fees for tax compliance, tax planning and tax advice.
(4)
Other non-audit permitted services associated with various initiatives by the Company.
Approval of Accountants’ Services
In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and all
non-audit work performed by KPMG is approved in advance by the Audit Committee. The Audit Committee has adopted
policies and procedures for pre-approving work performed by KPMG. Specifically, the Audit Committee has pre-
approved the use of KPMG for specific types of services subject to maximum amounts set by the committee.
Additionally, specific pre-approval authority is delegated to our Audit Committee chair, provided that the estimated fee
for the proposed service does not exceed a pre-approved maximum amount set by the committee. Our Audit Committee
chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Any other services
are required to be pre-approved by the A
udit Committee.
Intentionally Left Blank
|
16
|
FIS Global
|
|
2025 Proxy Statement
|
17
|
|
Proposal 1:
Election of Directors
|
|
Our business is managed under the direction and oversight of our Board. Our proposed nominees
for election to the Board consist of eight non-employee directors and one management director.
Each member of our Board is elected annually for a one-year term.
If elected by our shareholders, each nominee will hold office for a one-year term expiring at the
2026 annual meeting of shareholders and until his or her successor is duly elected and qualified,
or until the director’s earlier resignation or removal. Our Board has no reason to believe that any
nominee for director will be unable to serve. However, if any nominee should, for any reason,
become unable to serve or for good cause will not serve prior to the 2025 Annual Meeting of
Shareholders, proxies will be voted for another nominee selected by the Board. Proxies cannot
be voted for more than nine persons. Alternatively, at our Board’s discretion, proxies may be voted
for fewer nominees if a nominee becomes unable to serve or for good cause will not serve.
The table on the following page summarizes the knowledge, experience and biographical
information concerning the nine nominees for election as directors of the Company.
The number of public company boards listed for each nominee does not include their service on
the FIS Board.
|
The Board recommends that the shareholders vote
“FOR”
the election of each
director nominee.
|
18
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
The collective skills and experience of our director nominees support each of the pillars of our
long-term
growth strategy.
The following chart summarizes those skills under several criteria critical to the success of FIS. Virtually all of our
directors have expertise in these categories; however, we have only indicated those directors in this chart whose
experience in each category is deemed to b
e significant.
|
Knowledge, Skills, Experience
|
|
|
|
|
|
|
|
|
|
||
|
Core Competencies
|
|||||||||||
|
|
Executive Leadership
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Business Experience
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Expertise
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Company Board Experience
|
|
|
|
|
|
|
|
|
|
|
|
|
Human Capital Management
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Risk Management/Information Security
|
|
|
|
|
|
|
||||
|
|
Mergers and Acquisitions/Capital Allocation
|
|
|
|
|
|
|
|
|
||
|
|
Government and Regulatory
|
|
|
|
|
|
|||||
|
|
Sustainability
|
|
|
|
|
|
|||||
|
Strategic Skills and Experiences for Our Evolving Strategy
|
|||||||||||
|
|
Technology
|
|
|
|
|
|
|
|
|||
|
|
Business Transformation
|
|
|
|
|
|
|
|
|||
|
|
Financial Technology
|
|
|
|
|
|
|||||
|
|
Banking or Financial Services
|
|
|
|
|
||||||
|
|
Digital Transformation
|
|
|
|
|
|
|||||
|
Board Tenure
|
|||||||||||
|
Years
|
0
|
2
|
2
|
0
|
5
|
6
|
3
|
6
|
12
|
||
|
Age
|
|||||||||||
|
Age (years old)
|
51
|
54
|
51
|
43
|
69
|
67
|
70
|
72
|
69
|
||
|
|
Denotes relevant CEO experience
|
||||||||||
Although the Board remains confident in its current composition, including the skillset and experience of the current
directors, the Board continually seeks to identify new director candidates that enhance the skills and experience of the
Board as a whole and support the Company’s evolving business strategy.
|
|
2025 Proxy Statement
|
19
|
Proposal 1: Election of Directors
Nominees for Election as Director
Nine nominees are standing for re-election to the Board.
The collective skills, talents, experiences and perspectives of
the Board are broad and varied.
Our Board includes executives who have wo
rked in the fields of technology, payments
and financial services, among others. We have several current or former CEOs, and also have directors who have had
executive responsibilities globally in operations, finance, and sales.
The director nominee tenure on the FIS Board spans
from 0 to 12 years. This range of tenure allows the Board to benefit from directors' experience and familiarity with our
business and
ongoing
strategic transformation while infusing fresh perspectives.
|
|
||
|
Jeffrey A. Goldstein
Independent Chair
|
||
|
Age:
69
| Director since:
2020
Committee Chair:
Executive
|
Committee Member:
Compensation,
Corporate Governance, Nominating
and Sustainability
Other Current Public Company Boards:
1
|
|
|
Skills and Qualifications
|
|||||||
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
Mergers and Acquisitions/
Capital Allocation
|
|
Government and Regulatory
|
|
Business Transformation
|
||
|
Financial Technology
|
|
Banking/Financial Services
|
||||
Experience
•
Senior Advisor,
Canapi Ventures
(2019 – present)
•
Advisor Emeritus (2019 – present), Senior Advisor (2016 – 2019), Managing Director (2011 – 2016 and 2004 – 2009),
Hellman Friedman
LLC
•
Chief Executive Officer,
SpringHarbor Financial Group
LLC
(2016 – 2018)
•
Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury (2009 – 2011)
•
Managing Director (1999 – 2004), Chief Financial Officer (2003 – 2004),
World Bank
•
Co-Chairman,
BT Wolfensohn
and partner at predecessor organizations (1984 – 1999) and a member of the Bankers Trust
Company Management Committee (1996 – 1999)
|
Other Public Company Boards (Current)
•
Bank of New York Mellon (2014 – present)
Other Public Company Boards (Former)
•
Westfield Corporation (2016 – 2018)
•
LPL Financial (2005 – 2009, 2011 – 2013)
•
Arch Capital (2006 – 2007)
|
Education
•
BA, Economics, Vassar College
•
MA, M Phil., PhD, Economics, Yale University
|
|
20
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
||
|
Stephanie L. Ferris
Chief Executive Officer and President
|
||
|
Age:
51
| Director since:
2022
Committee Chair:
None
|
Committee Member:
Executive
Other Current Public Company Boards:
None
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
|
Mergers and Acquisitions/
Capital Allocation
|
|
Government and Regulatory
|
|
Sustainability
|
||
|
Technology
|
|
Business Transformation
|
|
Financial Technology
|
||
|
|
Banking/Financial Services
|
|
Digital Transformation Experience
|
||||
Experience
•
Chief Executive Officer (December 2022 – present), President (February 2022 – present), Corporate Executive Vice President
and Chief Administrative Officer (2021 – 2022), Corporate Executive Vice President and Chief Operating Officer
(2019 – 2020),
FIS
•
Chief Financial Officer (2016 – 2019), Deputy Chief Financial Officer (2015 – 2016), General Manager, Merchant Bank and
Head of Relationship Management, Financial Institution Services (2013 – 2015), Head of Financial Planning and Analysis
(2010 – 2013),
Worldpay
•
Worked in public accounting at
PricewaterhouseCoopers
(1995 – 2001)
|
Other Public Company Boards (Former)
•
Lululemon Athletica Inc. (2019 – 2022)
|
Education
•
BA, Accounting, Miami University
|
|
|
2025 Proxy Statement
|
21
|
Proposal 1: Election of Directors
|
|
||
|
Nicole M. Anasenes
Independent Director
|
||
|
Age:
51
| Director since:
2024
Committee Chair:
Audit
|
Committee Member:
Executive, Risk
and Technology
Other Current Public Company Boards:
1
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
|
Mergers and Acquisitions/
Capital Allocation
|
|
Sustainability
|
|
Technology
|
||
|
|
Business Transformation
|
|
Digital Transformation Experience
|
||||
Experience
•
Chief Financial Officer (2021 – 2024) and Senior Vice President, Finance (2020 – 2024),
ANSYS, Inc.
•
Chief Financial Officer and Chief Operating Officer,
Squarespace, Inc.
(2016 – 2020)
•
Chief Financial Officer,
Infor
(2013 – 2015)
•
Served in various leadership roles at
IBM
|
Other Public Company Boards (Current)
•
Motorola Solutions, Inc. (2024
– p
resent)
Other Public Company Boards (Former)
•
ANSYS, Inc. (2018 – 2020)
•
VMware, Inc. (2022 – 2023)
|
Education
•
BS, Economics, New York University – Leonard N. Stern
School of Business
•
MBA, Strategic Management, Wharton School of the
University of Pennsylvania
|
|
22
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
|
||
|
Mark D. Benjamin
Independent Director
|
||
|
Age:
54
| Director since:
2023
Committee Chair:
None
|
Committee Member:
Compensation, Risk
and Technology
Other Current Public Company Boards:
1
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Mergers and Acquisitions/
Capital Allocation
|
||
|
|
Technology
|
|
Business Transformation
|
|
Financial Technology
|
||
|
|
Digital Transformation
Experience
|
||||||
Experience
•
Chief Executive Officer and a Director,
Nuance Communications, Inc.
(2018 – 2023)
•
President and Chief Operating Officer,
NCR Corporation
(2016 – 2018)
•
Held various leadership roles at
Automatic Data Processing, Inc.,
including President of Global Enterprise Solutions
(1992 – 2016)
|
Other Public Company Boards (Current)
•
PTC Corp. (2021 – present)
Other Public Company Boards (Former)
•
Nuance Communications, Inc. (2018 – 2023)
|
Education
•
BA, International Finance and Marketing, University of Miami
|
|
|
2025 Proxy Statement
|
23
|
Proposal 1: Election of Directors
|
|
||
|
Kourtney K. Gibson
Independent Director
|
||
|
Age:
43
| Director since:
2024
Committee Chair:
None
|
Committee Member:
Audit, Risk
and Technology
Other Current Public Company Boards:
1
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Government and Regulatory
|
||
|
|
Financial Technology
|
|
Banking/Financial Services
|
||||
Experience
•
C
hief Executive Officer, Retirement Solutions (2024 – Present), Senior Executive Vice President (2022 – 2024),
TIAA
•
E
xecutive Vice Chairman (2022 – 2022, President (2016 – 2022), Head of the Fixed Income Division (2015 – 2016), Head of the
Equity Division (2005 – 2015),
Loop Capital Markets
|
Other Public Company Boards (Current)
•
MarketAxess Holdings, Inc. (2020 – present)
Other Public Company Boards (Former)
•
Lululemon Athletica, Inc. (2020
–
2023)
|
Education
•
BA, International Finance, University of Miami
•
MBA, Business Administration, Management and General,
Northwestern University Kellogg School of Management
|
|
24
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
|
||
|
Lisa A. Hook
Independent Director
|
||
|
Age:
67
| Director since:
2019
Committee Chair:
Risk and Technology
|
Committee Member:
Audit, Executive
Other Current Public Company Boards:
2
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
|
Mergers and Acquisitions/
Capital Allocation
|
|
Government and Regulatory
|
|
Sustainability
|
||
|
|
Technology
|
|
Business Transformation
|
|
Digital Transformation
Experience
|
||
Experience
•
P
resident and Chief Executive Officer (2010 – 2018), Chief Operating Officer (2008 – 2010),
NeuStar, Inc.
•
President and Chief Executive Officer,
Sunrocket, Inc.
(2006 – 2007)
•
Held several executive-level posts including President, AOL Anywhere and President, Broadband, Premium and Developer
Services,
America Online, Inc.
(2001 – 2004)
•
Served in executive and special advisory roles,
Time Warner, Inc.
(1989 – 1995)
•
Legal Advisor to the Chairman,
Federal Communications Commission
(1987 – 1989)
•
Senior Attorney,
Viacom International, Inc.
(1985 – 1987)
|
Other Public Company Boards (Current)
•
Philip Morris International Inc. (2018 – present)
•
Nokia Corporation (2022 – present)
Other Public Company Boards (Former)
•
Ritchie Brothers Auctioneers (now known as RB Global, Inc.)
(2021 – 2023)
•
Partners Group Holdings (2020 – 2021)
•
Unisys Corporation (2019 – 2021)
•
Worldpay, Inc. (2015 – 2019, until its acquisition by FIS)
•
NeuStar, Inc. (2010 – 2019)
•
RELX plc NV (2006 – 2016)
|
Education
•
BA, Public Policy, Duke University
•
JD, Dickinson School of Law at Pennsylvania
State University
|
|
|
2025 Proxy Statement
|
25
|
Proposal 1: Election of Directors
|
|
||
|
Kenneth T. Lamneck
Independent Director
|
||
|
Age:
70
| Director since:
2022
Committee Chair:
Corporate Governance,
Nominating and Sustainability
|
Committee Member:
Compensation,
Executive
Other Current Public Company Boards: 2
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
|
Mergers and Acquisitions/
Capital Allocation
|
|
Sustainability
|
|
Technology
|
||
|
|
Business Transformation
|
|
Digital Transformation Experience
|
||||
Experience
•
E
xecutive Vice President (2022 – 2025), President and Chief Executive Officer (2010 – 2021),
Insight Enterprises, Inc.
•
President, the Americas,
Tech Data Corporation
(2004 – 2009)
•
Held several executive management positions at
Arrow Electronics Inc.
(1988 – 2004)
•
Following five years of service in the
United States Army
, began his civilian career at
IBM
as an engineer
|
Other Public Company Boards (Current)
•
Benchmark Electronics, Inc. (2013 – present)
•
TDSynnex (2025 – present)
Other Public Company Boards (Former)
•
Insight Enterprises, Inc. (2010 – 2021)
|
Education
•
BS, United States Military Academy at West Point
•
MBA, University of Texas at El Paso
|
|
26
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
|
||
|
Gary L. Lauer
Independent Director
|
||
|
Age:
72
| Director since:
2019
Committee Chair:
Compensation
|
Committee Member:
Corporate Governance,
Nominating and Sustainability, Executive
Other Current Public Company Boards:
None
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Mergers and Acquisitions/
Capital Allocation
|
||
|
|
Government and Regulatory
|
|
Technology
|
|
Business Transformation
|
||
Experience
•
Executive Director and a Co-founder,
Eminent Series Group
(2017 – present)
•
University of Southern California
Board of Leaders (2009 – present)
•
Chairman and Chief Executive Officer,
eHealth, Inc.
(1999 – 2016)
•
Chairman and Chief Executive Officer,
MetaCreations Corporation
(1998 – 1999)
•
Held senior executive positions, including Executive Vice President and President, World Trade Corp,
Silicon Graphics, Inc.
(1987 – 1997)
•
Began his career at
IBM
|
Other Public Company Boards (Former)
•
Worldpay, Inc. (2012 – 2019, until its acquisition by FIS)
•
eHealth, Inc. (1999 – 2016)
•
MetaCreations Corporation (1998 – 1999)
|
Education
•
BS, University of Southern California
|
|
|
2025 Proxy Statement
|
27
|
Proposal 1: Election of Directors
|
|
||
|
James B. Stallings, Jr
.
Independent Director
|
||
|
Age:
69
| Director since:
2013
Committee Chair:
None
|
Committee Member:
Compensation,
Corporate Governance, Nominating
and Sustainability
Other Current Public Company Boards:
1
|
|
|
Skills and Qualifications
|
|||||||
|
|
Executive Leadership
|
|
Global Business Experience
|
|
Financial Expertise
|
||
|
|
Public Company
Board Experience
|
|
Human Capital Management
|
|
Enterprise Risk Management/
Information Security
|
||
|
|
Mergers and Acquisitions/
Capital Allocation
|
|
Sustainability
|
|
Technology
|
||
|
|
Financial Technology
|
|
Banking/Financial Services
|
||||
Experience
•
Chief Executive Officer,
PS27 Ventures, LLC
(2013 – present)
•
Served in a variety of roles, including General Manager of Global Markets, Systems and Technology (2009 – 2013) and General
Manager, Enterprise Systems, Systems and Technology Group (2002 – 2009 and 1984 – 1996),
IBM Corporation
•
Founder, Chairman and Chief Executive Officer,
E House
(2000 – 2002)
•
Served as a Captain in the
U.S. Marine Corps
|
Other Public Company Boards (Current)
•
Cannae Holdings, Inc. (2018 – present)
Other Public Company Boards (Former)
•
UGI Corporation (2015 – 2023)
|
Education
•
BS, U.S. Naval Academy
|
|
28
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
Board Oversight
Our Board is responsible for overseeing the business and affairs of our Company. In carrying out this responsibility, the
Board oversees the long-term strategy of our Company and advises our senior management to help drive long-term
value creation for our shareholders. Our Board is highly engaged and receives regular updates on a wide variety of
matters affecting our Company, including, without limitation, CEO and management development and succession
planning, enterprise risk management, cybersecurity and crisis management, strategic planning, the Company’s ESG
Program, and the annual review of our CEO’s performance.
Our Board met six (6) times in 2024.
Each of our current directors
attended at least 93% of the meetings of the Board
and of the Committees of which he or she was a member.
We do not, as a general matter, require our Board members to attend our annual meeting of shareholders, although each
of our directors is invited to attend our 2025 annual meeting. All of our directors standing for election at the 2024 annual
meeting of shareholders attended that meeting.
Management Development and Succession Planning
Our Board oversees the succession plan for our CEO and President, CFO and certain other executive officers, both in an
emergency situation and in the ordinary course of business. In addition, the Board receives periodic updates on the
succession plans for our senior management.
Our Board has been actively engaged in assessment, interview and selection of candidates for key executive roles in
recent years, including leaders of functional departments and major business units. Key leaders regularly present to the
Board as part of their development reporting on deliverables in driving our strategic agenda.
Risk Oversight
The Board, acting directly and through its committees, is actively involved in oversight of risks inherent in the operation
of the Company’s businesses and the implementation of its strategic plan. Management is responsible for the day-to-
day assessment, identification, monitoring and decision-making regarding the risks we face. Our Board and its
committees are primarily responsible for risk oversight in the areas described below, with the Risk and Technology
Committee providing primary oversight for the Enterprise Risk Management function. Throughout the year, the Board
and each committee review and discuss specific risk topics, and the Risk and Technology Committee receives quarterly
Enterprise Risk reports regarding the most significant risks facing the Company, including security, financial, legal,
operational and strategic risk and summarizes those reports to the Board. These reports include an in-depth analysis of
each risk category, including an assessment of the likelihood and magnitude of the risk, the risk trends and forward-
looking commentary on potential emerging risks. In addition, each committee of the Board provides periodic reports to
the full Board regarding its areas of responsibility and oversight. We believe that our Board’s active role in risk oversight
supports our efforts to manage areas of material risk to the Company.
|
|
2025 Proxy Statement
|
29
|
Proposal 1: Election of Directors
The Board closely monitors and is actively involved in the risk oversight associated with the financial markets. As one of
the leading institutions serving the financial services community, management has a robust Enterprise Risk Management
function designed to support our business plans despite the current volatile macroeconomic environment.
|
Board/committee
|
Primary areas of risk oversight
|
|
Board
|
Risks and exposures associated with our business strategy, financial performance,
policy matters, acquisitions and divestitures, succession planning, crisis management
and other matters that may present material risk to our financial performance, plans,
prospects or reputation, as well as risks and exposures associated with our
operational infrastructure, particularly security and reliability.
|
|
Audit Committee
|
Risks and exposures associated with financial matters, privacy matters, tax,
accounting, disclosure, internal control over financial reporting, internal audit, legal
and regulatory compliance, compliance with our code of business conduct and
ethics, capital availability and liquidity matters.
|
|
Corporate Governance,
Nominating and
Sustainability Committee
|
Risks and exposures associated with director succession planning, ESG
matters, climate risk, lobbying and political engagement, overall Board and
committee effectiveness and composition and compliance with our Corporate
Governance Guidelines.
|
|
Compensation
Committee
|
Risks and exposures associated with retention and succession, executive
compensation programs and arrangements and certain broad-based
compensation vehicles.
|
|
Risk and Technology
Committee
|
Risks and exposures associated with the Enterprise Risk Management function,
strategy and competition (including innovation and disruptive technology risk),
cybersecurity, information security, technology, business continuity, fraud, operations
and infrastructure, brand and reputation risk, geopolitical and country risk and
regulatory reports or inquiries related to enterprise risks.
|
Cybersecurity and Information Security Risk
Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients and employees,
and devotes significant time and attention to oversight of cybersecurity and information security risk.
Facilitated via regular updates on cybersecurity risk, our Board takes an active role in overseeing, managing, and setting
risk tolerances for our cybersecurity program. In 2024, the Board received regular updates from FIS representatives, as
well as industry experts, on emerging cyber risk trends and risk management programs undertaken by company
management to mitigate these risks.
The Risk and Technology Committee oversees the Company’s cybersecurity and information security risk programs,
as well as management’s actions to identify, assess, mitigate and remediate material cyber risk issues. The Risk and
Technology Committee receives regular quarterly reports from the Chief Risk Officer and Chief Information Security
Officer on the Company’s cybersecurity and information security programs, and other periodic updates throughout the
year. The Risk and Technology Committee also meets with third-party advisors and experts, as appropriate, to evaluate
the Company’s cybersecurity and information security programs. The Company’s risk environment is re-assessed
quarterly, or more frequently in the case of potential emerging risks, and any significant emerging risks that are identified
are subsequently transitioned and incorporated into the Company’s risk assessment program.
|
30
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
Data Protection Privacy
Cybersecurity and privacy are fundamental to FIS' complex, global business. Performing well in these areas is an asset
that can increase FIS' competitive advantage, market share, and reputation. Conversely, challenges or failures in these
spaces can have a material adverse affect on our business, customers, and reputation.
"Think Secure. Be Secure." represents the underlying theme of our comprehensive cybersecurity and data protection
programs. In general, global attacks on corporate and governmental information technology systems continue to grow
in frequency, complexity and sophistication. We remain vigilant and focused on making strategic investments in
information security to protect our clients and our information systems. We also participate in industry and governmental
initiatives to improve information security for our clients.
Events in the last few years have emphasized that the technology ecosystem in which FIS operates is highly
interconnected. A successful cyberattack, privacy breach, or technology failure that is several links in the information
supply chain away from FIS can have a significant impact on FIS and its operations.
FI
S is committed
to being a trusted steward of customer and consumer information, and is dedicated to compliance with
all applicable cybersecurity, data protection, privacy, cyber resilience, and artificial intelligence laws wherever we do
business. All FIS employees and contractors are required to complete annual Information Security and Privacy
Awareness Training, which includes specific education on personal data protection, compliance, and risk
management topics.
On a quarterly basis, our internal team evaluates and defines the Company's risk exposure in cybersecurity using a
consistent set of key performance indicators based on the risk categories of security, financial, legal, operational and
strategic risk, and conducts a review of the internal and external context of threat frequency. Our assessment is then
reported to an internal Executive Risk and Technology Committee, and a subset of the materials provided to the
Executive Risk and Technology Committee are presented to the Board's Risk and Technology Committee. It is our
Company's practice that the Chair of the Board attend and actively participate in any meetings of the Risk and
Technology Committee, and we believe our Independent Chair's experience in the areas of corporate finance,
government, and financial regulation provides meaningful guidance to the Board in its role of risk oversight. In addition,
the Audit Committee receives quarterly presentations from the Company's Chief Compliance Officer on the Company's
compliance activities and twice a year updates from the Chief Privacy Officer on privacy and data protection matters.
Strategic Planning
One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s
strategy to create long-term, sustainable value for FIS stockholders. As a result, the Board maintains an active oversight
role in helping management formulate, plan and implement the Company’s strategy. The Board annually conducts a
thorough and in-depth strategy review which encompasses strategic plans for the Company as a whole and for
individual businesses and select functional areas. The Board’s review looks out several years into the future and
assesses the Company’s positioning within the competitive landscape, including the Company’s existing and
prospective markets, technological changes, the products the Company offers and plans to offer, existing and emerging
competitors and the opportunities and challenges facing the Company. As part of its review, the Board assesses the
overall strategic goals; the courses of action (and the related timing), which may include investments and acquisitions,
needed to achieve those goals; the capabilities, capital and other resources required to implement those actions; and
challenges to executing the strategy and approaches to remediating those challenges. In its review, the Board considers
input received from shareholders and other stakeholders. Throughout the year, and at least quarterly, the CEO and
executive management provide detailed updates to the Board on the progress of and challenges to FIS’ strategy, as well
as related risks and other significant business developments.
ESG Program
Our Board’s Corporate Governance, Nominating and Sustainability Committee oversees our environmental, social and
governance program, including the Company’s climate risks and opportunities. Our Vice President of Corporate Affair
s
and Sustainability provides semi-annual progress reports to the Committee.
|
|
2025 Proxy Statement
|
31
|
Proposal 1: Election of Directors
CEO Performance Evaluation
Our Compensation Committee, including our Independent Chair, leads an annual evaluation of the CEO’s performance.
The evaluation process includes executive sessions of the independent directors to discuss the CEO’s performance and
ongoing discussions between our Independent Chair and the CEO throughout the year.
Corporate Governance Policies and Practices
The Board is responsible for overseeing our business, and the competence and integrity of our management, to serve
the long-term interests of our shareholders. The Board believes that sound corporate governance is essential to effective
fulfillment of its oversight responsibilities. The Board has adopted Corporate Governance Guidelines, which are reviewed
at least
annually and updated as needed. The Corporate Governance Guidelines provide a framework for effective
corporate governance of the Company. You can find a copy of our Corporate Governance Guidelines in the governance
section of our website at
www.investor.fisglobal.com
and our Amended and Restated Articles of Incorporation and our
Amended and Restated Bylaws can be found as exhibits to our Annual Report on Form 10-K
. For a summary of our
governance practices, see "Proxy Summary".
Shareholder and Stakeholder Engagement
We are committed to ongoing engagement with our shareholders and other stakeholders. We believe that our
engagement allows executive management and the Board the opportunity to understand the concerns of our
shareholders and other stakeholders and make educated and deliberate decisions that are balanced and appropriate
for our diverse stakeholder base and in the best interests of FIS.
We maintain an ongoing proactive engagement program overseen by our Board’s Corporate Governance, Nominating
and Sustainability Committee. We engage with a wide range of stakeholders, including shareholders, ESG rating firms,
proxy advisory firms, fixed income investors, prospective shareholders, rating agencies and thought leaders,
among others.
Throughout the year, members of our Investor Relations team, ESG team, executive compensation team, corporate
governance team and executive management team regularly engage with our shareholders and other stakeholders to
seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of
our business.
Our executive management team and Board regularly consider feedback from our shareholders and other stakeholders
and, as deemed appropriate, incorporate this feedback into the design and implementation of our strategy, programs
and practices.
Corporate Governance Guidelines
Our Corporate Governance Guidelines are intended to provide, along with the charters of the committees of our Board, a
framework for the functioning of our Board and its committees and to establish a common set of expectations as to how
our Board should perform its functions. The Corporate Governance Guidelines address, among other things, the
composition of our Board, the selection of directors, the functioning of our Board, the committees of our Board, the
evaluation and compensation of directors and the expectations of directors, including ethics and conflicts of interest.
You can find a copy of our Corporate Governance Guidelines in the governance section of our website at
www.investor.fisglobal.com
.
Shareholders may also obtain a copy by writing to the Corporate Secretary at the address
|
32
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
Code of Business Conduct and Ethics
Our Board has adopted an amended and restated Code of Business Conduct and Ethics (“Code of Conduct”), which is
applicable to all our directors, officers and employees. The purpose of the Code of Conduct is to: (i) promote honest and
ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and
understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations;
(iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential
information; and (v) deter wrongdoing. Any waiver or amendment to the Code of Conduct with respect to the CEO, any
Executive Officer or any Senior Financial Officer (as defined therein) must be approved by the Audit Committee and will
be promptly disclosed to the extent required under applicable law, rule or regulation.
Individuals are required to report suspected violations of the law, the Code or any FIS policy or standard. FIS has
multiple confidential reporting channels
.
FIS does not tolerate retaliation against individuals who report wrongdoing or
cooperate in an investigation.
The Board, through the Corporate Governance, Nominating and Sustainability Committee, has adopted a Code of
Business Conduct and Ethics for Directors (“Director Code of Conduct”). This Director Code of Conduct provides
guidelines for the directors in performing their functions on the Board, particularly with respect to transactions in the
securities of the Company, potential conflicts of interest, the taking of corporate opportunities for personal use, and
competing with the Company. Our directors review and certify compliance with this Director Code of Conduct annually.
The Code of Conduct and the Director Code of Conduct are available for review in the governance section of our website
at
www.investor.fisglobal.com
. Shareholders may also obtain a copy of the Code of Conduct or the Director Code of
Conduct by writing to the Corporate Secretary at the address set forth under “Available Information” on page
97
.
Review, Approval or Ratification of Transactions with Related Persons
Our Board has adopted a written related person transactions policy. Our Corporate Governance, Nominating and
Sustainability Committee reviews and approves all transactions with certain "related persons" that are required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. Related persons
include our executive officers, directors, nominees for directors, 5% or more beneficial owners of our common stock,
and immediate family members of these persons. We refer to transactions involving amounts in excess of $120,000 and
in which the related person has a direct or indirect material interest as “related person transactions.” Each related person
transaction must be approved in accordance with the Company’s written Related Person Transactions Policy by the
Corporate Governance, Nominating and Sustainability Committee of the Board or, if the Corporate Governance,
Nominating and Sustainability Committee of the Board determines that the approval of such related person transaction
should be considered by all disinterested members of the Board, by the vote of a majority of such disinterested
members. Since January 1, 2024,
there have been no transactions, or currently proposed transactions,
between the
Company and related persons that required review by the Audit Committee (prior to adoption of the Related Person
Transactions Policy) or the Corporate Governance, Nominating and Sustainability Committee or that required disclosure
in this proxy statement.
The Corporate Governance, Nominating and Sustainability Committee of the Board considers all relevant factors when
determining whether to approve a related person transaction, including, without limitation, the following:
•
The size of the transaction and the amount payable to a related
person;
•
The nature of the interest of the related person in the transaction;
•
Whether the transaction was undertaken in the ordinary course of business of the Company;
•
Whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as
would be available in comparable transactions with or involving unaffiliated third parties; and
•
Any other information regarding the related person transaction or related person that would be material to investors in
light of the circumstances of the transaction.
|
|
2025 Proxy Statement
|
33
|
Proposal 1: Election of Directors
Board Refreshment and Effectiveness
The Corporate Governance, Nominating and Sustainability Committee oversees and plans for director succession and
refreshment to add strategically important expertise and to maintain a
diversity
of thought, background and experience
that supports the Company’s long-term strategy. Through our succession and refreshment plans, the Corporate
Governance, Nominating and Sustainability Committee has an ongoing opportunity to:
•
Evaluate the depth and variety of experience of our Board;
•
Expand and replace key skills and experience that support our long-term strategy;
•
Maintain a balanced mix of director tenures; and
•
Maintain board size at appropriate levels.
Searches for Director Candidates
The Corporate Governance, Nominating and Sustainability Committee develops and recommends to the Board criteria
for the selection of qualified directors.
When a need for a new director to fill a new Board seat or vacancy arises, the
Corporate Governance, Nominating and Sustainability Committee proceeds by whatever means it deems appropriate to
identify a qualified candidate or candidates, including engaging director search firms or considering candidates
recommended by shareholders, as described below
. The Committee reviews the qualifications of each candidate. Final
candidates are generally interviewed by all of the Committee members, other members of the Board and select members
of executive management. In addition, background and reference checks are conducted. The Committee makes a
recommendation to our Board based on its review, the results of interviews with the candidate and all other available
information. The Board makes the final decision on whether to invite the candidate to join our Board, with such invitation
being extended by the Independent Chair of the Board.
Board Composition
The Corporate Governance, Nominating and Sustainability Committee periodically reviews the skills and experiences
of our current Board to determine whether the
addition of directors
with particular experience and skills would make
our Board more effective. In conducting its evaluation of potential Board candidates, the Committee and the Board
consider many factor
s
, with no single factor being determinative or required. Rather, the Committee and the Board
weigh all relevant consideration
s
to determine whether the candidate will effectively interact with and contribute to the
Board in a collaborative and collegial manner.
Specific qualifications considered i
nclude
:
skills and experience,
professional and work history; educational background and degrees earned; financial acumen and qualifications as
a “financial expert” under the SEC standards; scope of business experience, including size and complexity of
organizations run by the candidate, PL responsibility and international business experience; breadth of experience
in the financial technology, financial services, or related industries; the candidate’s contribution to Board
diversity,
including diversity of skills and experience
;
ability to satisfy New York Stock Exchange (“NYSE”) independence
standards; and availability and willingness to commit the necessary time to Board service. In addition, the Committee will
look for candidates who have demonstrated throughout their careers the highest personal and professional ethics,
integrity, and values. Candidates must possess the experience and perspective to interact effectively with the Board on
any number of commercial, financial, or strategic matters. Moreover, these candidates should demonstrate an ability to
do all of this with a consultative and engaging approach that encourages active listening and constructive dialogue.
|
34
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
Board Time Commitment Policy
Our Corporate Governance Guidelines provide that directors who are full-time employees of other companies should not
serve on more than one public company board at a time in addition to the Company’s Board, and directors who are
retired from active employment should not serve on more than three public company boards in addition to FIS’ Board.
Audit Committee members should generally not serve on more than two public company audit committees in addition to
FIS’ Audit Committee. The Board may, however, make exceptions to these standards if the Board believes it to be in the
best interests of FIS and its shareholders and determines that such simultaneous service will not impair the ability of the
director to serve effectively on our Board.
Directors are required to seek prior approval from the Independent Chair and the Chair of the Corporate Governance,
Nominating and Sustainability Committee prior to accepting an offer to serve on another for-profit company board or
audit committee, whether public or private. Directors should advise the Independent Chair, Chair of the Corporate
Governance, Nominating and Sustainability Committee and Chief Legal Officer in advance of accepting any such offer to
join another board or audit committee. The Independent Chair and the Chair of the Corporate Governance, Nominating
and Sustainability Committee will promptly review any request to join another board or audit committee with assistance
and advice from the Chief Legal Officer, and will determine whether to permit or deny the additional service.
Our Corporate Governance, Nominating, and Sustainability Committee periodically evaluates director time commitments
according to the aforementioned policies and processes; all of our directors are currently in compliance.
Mandatory Retirement Age Policy
To enhance Board refreshment, our Board has adopted a mandatory retirement age of 75 for directors, which is reflected
in the Corporate Governance Guidelines.
Director Onboarding and Continuing Education
The Corporate Governance, Nominating and Sustainability Committee has adopted guidelines to promote director
continuing education. These guidelines encourage directors to attend director education programs as they deem
appropriate to stay abreast of developments in corporate governance, the industry in which FIS participates, and
best practices relevant to their contribution to the Board generally, as well as to their responsibilities in their specific
committee assignments. Directors share with their fellow Board members on a quarterly basis any insights, observations,
or conclusions that may have been derived from relevant director education programs. In addition, the Company
provides educational opportunities for directors during regularly scheduled Board meetings and provides access
to third-party educational programs. Finally, the Company provides periodic updates to the Board on key
governance topics.
|
|
2025 Proxy Statement
|
35
|
Proposal 1: Election of Directors
Our Board and Committee Evaluation Process
The Corporate Governance, Nominating and Sustainability Committee oversees the annual evaluation of the Board
and of each committee. In 2024, each director completed a tailored self-evaluation form, providing anonymous input
regarding the leadership, performance and effectiveness of the Board and each committee on which the director serves,
as further described below. The Chair of the Board and the chair of each committee received the results of the annual
written evaluation. Each committee chair reviewed that committee’s results with that committee.
The Chair of the Corporate Governance, Nominating and Sustainability Committee reviewed and discussed the results
and feedback from the Board and committee written evaluation forms with each director. This process has been
successful in evaluating the effectiveness of our Board and committees and identifying areas to improve our Board.
In addition, the Corporate Governance, Nominating and Sustainability Committee periodically assesses the collective
skills and experiences of our Board, comparing a Board skills matrix to the Company’s long-term strategy and the
anticipated tenure of each director to identify potential areas of need on the Board in both the short term and long term.
The committee makes recommendations to our Board regarding its size, composition and structure based on this
assessment. In determining whether to nominate an incumbent director for re-election, the Corporate Governance,
Nominating and Sustainability Committee evaluates each incumbent director and director candidate in light of the
committee’s assessment of the talents, skills and other characteristics needed to enhance the effectiveness of the
Board. This process is both annual and continuous, with the Independent Chair of the Board and the Chair of the
Corporate Governance, Nominating and Sustainability Committee addressing concerns, as they may arise, with regard to
director performance or capacity.
Separately, the Chair of the Corporate Governance, Nominating and Sustainability Committee, the Independent Chair,
the Chief Legal Officer, and the Corporate Secretary each routinely communicate with our Board members and receive
current feedback regarding Board and committee effectiveness. This continuous feedback, along with the evaluation
process and assessment discussed above, helps ensure the continued effectiveness of the Board.
Our 2024-2025 Shareholder Engagement Program
Shareholder engagement is a year-round process at FIS. In late 2024 and early 2025, we sought meetings with ISS,
Glass Lewis and shareholders representing collectively more than 45% of our outstanding shares. Our engagement
efforts resulted in meetings with shareholders holding more than 25% of our outstanding shares.
In order to establish a direct dialogue between our shareholders and our Board, Jeffrey Goldstein, our Independent Chair
and member of our Compensation Committee and Corporate Governance, Nominating and
Sustainability
Committee,
participated in engagement meetings. Mr. Goldstein was joined by our Executive Vice President – Chief Legal and
Corporate Affairs
Officer and Corporate Secretary
,
Executive
Vice President - Chief People Officer, Senior Vice President
– Head of Investor Relations, and Vice President – Corporate Affairs, among others.
Our engagements focused on our progress in: executing on our strategic vision; refocusing and simplifying our business,
improving our client-centricity and strengthening our financial position, including through execution of Future Forward
and the sale of a majority stake of Worldpay; refreshing our Board, including the appointment of two new independent
directors in 2024; adjustments we made to our executive compensation program in 2024 to increase the focus on
operational excellence and execution, and our ESG strategy,
priorities and disclosures.
|
36
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
Contacting the Board
Any shareholder or other interested person who desires to contact any member of our Board may do so by writing to:
Board of Directors, c/o Corporate Secretary, Fidelity National Information Services, Inc., 347 Riverside Avenue,
Jacksonville, Florida 32202. Communications received are distributed by the Corporate Secretary to the appropriate
member or members of our Board.
Board Leadership Structure
Our Board is led by Jeffrey A. Goldstein, who serves as an independent Board Chair.
Ms. Ferris is our Chief Executive
Officer and President.
The Board believes that, in the Company’s current circumstances, having separate individuals serve in the roles of
Independent Chair of the Board and of Chief Executive Officer is in the best interests of the Company and its
shareholders. The Independent Board Chair structure allows Mr. Goldstein to provide independent Board leadership
and oversight to the Board to define its structure, membership and activities in the fulfillment of its responsibilities. In
addition, the structure allows Mr. Goldstein to represent the Board in communications with, and act as a point of contact
for, the Company’s shareholders. As our CEO, Ms. Ferris is responsible for setting the Company’s strategic direction and
day-to-day leadership and performance of our Company, but the Independent Chair may recommend that the Board
review and consider certain matters, as needed. We believe this arrangement assists in ensuring that the Board makes
objective decisions and provides a structure in which the perspectives of management and the Company’s shareholders
and other stakeholders are given appropriate consideration. The Board periodically reviews its leadership structure and
its appropriateness given the needs of the Board and the Company at such time.
The Board has developed a robust set of responsibilities for the Independent Chair, including:
•
Chairing all regular and special meetings and executive sessions of the Board;
•
Providing leadership and direction to the Board as to how the Board operates;
•
In coordination with the CEO and, as appropriate, the committee chairs, scheduling Board and committee meetings
and executive sessions, developing and approving agendas, and defining the scope and timeliness of information
provided to the Board;
•
Coordinating feedback to the CEO regarding issues discussed in executive sessions;
•
Facilitating communications between directors, committee chairs, the CEO and other senior management;
•
Providing advice and counsel to the CEO and other senior management;
•
Acting as a spokesperson for the Board in circumstances where it is appropriate for the Board to have a voice distinct
from that of management;
•
Assisting the Corporate Governance, Nominating and Sustainability Committee in the nomination of new
Board members;
•
Assisting the Compensation Committee with the annual performance evaluation of the CEO;
•
Serving as the Chair of the Executive Committee of the Board; and
•
Presiding at all annual and special meetings of shareholders.
Director Independence
S
ection 303A.02 of the NY
SE Listing Standards, as approved by the SEC, sets the standard by which directors of
publicly traded companies listed with the NYSE shall be deemed independent. Pursuant to Section 303A.02 and our
Corporate Governance Guidelines, the Board has determined that each of the directors and each nominee is
independent, other than Ms. Ferris due to her employment with the Company.
In addition to the Board-level standards for director independence, each member of the Audit Committee and each
member of the Compensation Committee meets the heightened independence standards required for such committee
members under the NYSE’s listing standards.
|
|
2025 Proxy Statement
|
37
|
Proposal 1: Election of Directors
Committees of the Board
|
|
|
|
|
|
Audit
|
Compensation
|
Corporate,
Governance,
Nominating and
Sustainability
|
Risk and
Technology
|
Executive
|
The charters of all committees are available on the
governance section of our website at
www.investor.fisglobal.com
.
Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set
Committee Composition (as of April 14
,
2025)
|
Name
|
AC
|
CC
|
CGNSC
|
RTC
|
EC
|
|
Lee Adrean
(1)
|
|
||||
|
Nicole M. Anasenes
|
|
|
|
||
|
Mark D. Benjamin
|
|
|
|||
|
Stephanie L. Ferris
|
|
||||
|
Kourtney K. Gibson
|
|
|
|||
|
Jeffrey A. Goldstein
(Independent Chair)
|
|
|
|
||
|
Lisa A. Hook
|
|
|
|
||
|
Kenneth T. Lamneck
|
|
|
|
||
|
Gary L. Lauer
|
|
|
|
||
|
James B. Stallings, Jr.
|
|
|
|||
|
Number of Meetings in Fiscal 2024
|
12
|
5
|
5
|
4
|
0
|
(1)
Mr. Adrean is not standing for re-election at the 2025 annual meeting of shareholders.
|
|
Chair
|
AC
|
Audit Committee
|
|
|
Member
|
CC
|
Compensation Committee
|
|
CGNSC
|
Corporate Governance, Nominating and Sustainability Committee
|
||
|
RTC
|
Risk and Technology Committee
|
||
|
EC
|
Executive Committee
|
|
38
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
Audit Committee
|
|
|
||||||
|
2024 Meetings:
12
|
2024 Attendance:
100%
|
Members: (As of April 14, 2025)
|
||||
|
|
|
||||
|
Nicole M. Anasenes
(Chair)
|
Lee
Adrean
|
Kourtney K.
Gibson
|
Lisa A.
Hook
|
|||
The Board has determined that each of the Audit Committee members is financially literate and independent as required
by the rules of the SEC and the NYSE, and that each member is an Audit Committee Financial Expert, as defined by the
rules of the SEC.
The primary functions of the Audit Committee, as identified in its charter (which is available for review on the Investor
Relations page of our website at
www.fisglobal.com
), are:
•
The appointment, retention, compensation, and oversight of the work of the independent registered public accounting
firm employed by the Company for the purpose of preparing or issuing an audit report or permitted related work;
•
Reviewing the annual audited financial statements, the quarterly financial statements, and any internal control matters
requiring attention, before the filing of the Company’s Form 10-K and Form 10-Q;
•
Reviewing significant accounting policies and practices;
•
Oversight of the internal audit function, including audit plans, audit results, organization, responsibilities, budgets
and staffing;
•
Reviewing the quality, adequacy and effectiveness of the Company’s internal controls over financial reporting and any
significant deficiencies or material weaknesses in internal controls over financial reporting;
•
Oversight of the Company’s compliance with legal, tax and regulatory requirements and the associated legal and
compliance risks;
•
Reviewing any legal matters that may have a material impact on the Company;
•
Ensuring that management has established procedures for (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls, auditing matters or potential violations
of law and (b) the confidential, anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters or potential violations of law, whether through the Company’s helpline or
otherwise; and
•
Reviewing requests for and determining whether to grant or deny waivers of the Company’s Code of Business
Conduct and Ethics applicable to senior financial and executive officers, monitoring the Company’s activities to
enforce compliance with the Code of Business Conduct and Ethics, and approving all transactions to which the
Company is a party and in which any director and/or executive officer has a direct or indirect material interest (other
than an interest arising solely as a result of their position as a director or executive officer of the Company).
|
|
2025 Proxy Statement
|
39
|
Proposal 1: Election of Directors
|
Compensation Committee
|
|
|
||||||
|
2024 Meetings:
5
|
2024 Attendance:
96%
|
Members: (As of April 14, 2025)
|
||||
|
|
|
|
|||
|
Gary L. Lauer
(Chair)
|
Mark D.
Benjamin
|
Jeffrey A.
Goldstein
|
Kenneth T.
Lamneck
|
James B.
Stallings, Jr.
|
||
The Board has determined that each of the Compensation Committee members is independent under the heightened
independence standards required by the NYSE for compensation committee members.
The primary functions of the Compensation Committee, as identified in its charter (which is available for review on the
Investor Relations page of our website at
www.fisglobal.com
), are:
•
Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, evaluating the
CEO’s performance in light of those goals and objectives and determining the CEO’s compensation based on
such evaluation;
•
Setting salaries and approving employment agreements, equity and incentive compensation awards and
compensation policies for all executive officers;
•
Reviewing equity compensation awards made to executives by the CEO pursuant to a delegation of authority by
the Board;
•
Approving any new or revised compensation and benefit plans applicable to executive officers;
•
Establishing and monitoring compliance with any stock ownership and holding guidelines of the Company that are
applicable to executive officers or directors;
•
Reviewing the Company’s incentive compensation practices, policies and programs for executive officers and other
employees to determine whether such practices, policies and programs create undesired or unintentional risks and
whether any such risks are reasonably likely to have a material adverse effect on the Company
;
•
Recommending action to the Board to create, authorize, approve, amend and/or terminate any new or existing
compensation and benefit plans that apply to the non-employee members of the Board;
•
Reviewing and approving on an annual basis the Compensation Discussion and Analysis section for inclusion in the
Company’s Annual Proxy Statement;
•
Reviewing and approving the implementation or revision of (i) the Company’s clawback policies mandated by
applicable law, regulation, or NYSE rules and (ii) any other policy allowing the Company to recoup, clawback or
otherwise recover compensation paid to current or former executive officers or othe
r employees;
and
•
Reviewing and approving
policies concerning perquisites and personal benefits for officers who are subject to
Section 16 of the Exchange Act
.
For more information regarding the responsibilities of the Compensation Committee, please refer to the section of this
|
40
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
Corporate Governance, Nominating and Sustainability Committee
|
|
|
||||||
|
2024 Meetings: 5
|
2024 Attendance:
100%
|
Members: (As of April 14, 2025)
|
||||
|
|
|
|
|
|||
|
Kenneth T. Lamneck
(Chair)
|
Jeffrey A.
Goldstein
|
Gary L.
Lauer
|
James B.
Stallings, Jr.
|
|||
The Board has determined that each of the Corporate Governance, Nominating and Sustainability Committee members
is independent as required by the NYSE.
The primary functions of the Corporate Governance, Nominating and Sustainability Committee as identified in its charter
(which is available for review on the Investor Relations page of our website at
www.fisglobal.com
), are:
•
Identify and recommend to the Board qualified individuals to be nominated for election as directors;
•
Advise and assist the Board with respect to corporate governance matters;
•
Oversee the annual evaluation of the performance of the Board and committees; and
•
Provide oversight with respect to the Company’s environmental, corporate social responsibility and corporate
governance and global sustainability programs, including reviewing and evaluating ESG plans and practices, and
reviewing the annual global sustainability report.
|
|
2025 Proxy Statement
|
41
|
Proposal 1: Election of Directors
|
Risk and Technology Committee
|
|
|
||||||
|
2024 Meetings:
4
|
2024 Attendance:
100%
|
Members: (As of April 14, 2025)
|
||||
|
|
|
|
||||
|
Lisa A. Hook
(Chair)
|
Nicole M.
Anasenes
|
Mark D.
Benjamin
|
Kourtney K.
Gibson
|
|||
While the Board is ultimately responsible for risk oversight at our Company, our Board has delegated oversight of the
Company’s risk management process to the Risk and Technology Committee. Its role in the Company’s risk oversight
process includes overseeing the activities of the Company’s Executive Risk and Technology Committee (“ERTC”) and
enterprise risk management program. The Company established a Risk, Information Security and Compliance (“RISC”)
management group that is responsible for ensuring that all aspects of the enterprise risk management program are
implemented. This group provides periodic reporting of the enterprise risk management program, its assessment
activities and emerging risks to the ERTC and the Risk and Technology Committee and, in the case of the Company’s
Compliance and Ethics programs, to the Audit Committee of the Board. The RISC group is responsible for ensuring the
development and deployment of the Company’s risk management program infrastructure, coordinating and conducting
risk assessments, prioritizing and reporting risks, developing risk mitigation strategies, and tracking and managing
risk mitigation initiatives. The ERTC is responsible for validating and assessing the overall effectiveness of the risk
management program and activities performed by senior management to mitigate specific risks. In its oversight role,
the Risk and Technology Committee verifies the risk management strategy deployed by the RISC group and the ERTC
and reviews and approves the Company’s identified top risks and risk management plan. The Risk and Technology
Committee receives periodic risk management effectiveness reporting from management, as well as updates on program
changes and emerging risks.
The primary functions of the Risk and Technology Committee as identified in its charter (which is available for review on
the Investor Relations page of our website at
www.fisglobal.com
), are:
•
Overseeing executive management’s deployment of an Enterprise Risk framework and its risk measurement
methodologies, and reviewing the results of risk management reviews and assessments;
•
Reviewing the Company’s policies, procedures and standards for identifying and managing Enterprise Risks and the
Company’s compliance with, and performance against, those policies, procedures and standards;
•
Reviewing any material regulatory reports or inquiries of the Company related to Enterprise Risks and remediation
plans related to such Enterprise Risks;
•
Reviewing and overseeing the Company’s data security risk strategy and data security risk policies and controls;
•
Overseeing the Company’s technology planning and strategy, including integration, investments, expenditures,
innovation, modernization and response to client, competitor, market and industry trends and disruptions;
•
Reviewing with executive management the Company’s technology program performance against financial,
operational, cybersecurity, application compliance, regulatory, service delivery, talent and key performance objectives;
•
Reviewing with executive management emerging trends in technology, such as artificial intelligence and machine
learning, that may affect the Company's strategic plans, including monitoring of overall industry trends; and
•
Conducting periodic assessments of the state of the Company’s management culture.
“Enterprise Risks” include operational, information security, strategic, reputational, technology and other risks.
|
42
|
FIS Global
|
|
Proposal 1: Election
o
f
D
irectors
|
Executive Committee
|
|
|
||||||||
|
2024 Meetings:
0
|
2024 Attendance:
Not Applicable
|
Members: (As of April 14, 2025)
|
||||||
|
|
|
|
|
|
||||
|
Jeffrey A. Goldstein
(Chair)
|
Nicole M.
Anasenes
|
Stephanie L.
Ferris
|
Lisa A.
Hook
|
Kenneth T.
Lamneck
|
Gary L.
Lauer
|
|||
The primary function of the Executive Committee, as identified in its charter, is to act on behalf of the full Board between
regularly scheduled Board meetings, or during times of an acute emergency, when time is of the essence. The Executive
Committee may exercise all of the authority of the Board in the business and affairs of the Company, except where
action by the full Board is specifically required or where authority is specifically limited by the Board.
Director Compensation
Director Fees
In 2024, our standard compensatory arrangement with our non-employee directors included the following:
|
Director Fees
|
Director
|
Independent Chair
|
|
|
Annual Board Retainers
|
$
100,000
|
$
175,000
|
|
|
Annual Equity Award
|
$
215,000
|
$
315,000
|
|
|
Annual Committee Fees
|
Members
|
Chair
|
||
|
Audit Committee
|
$
30,000
|
$
65,000
|
||
|
Compensation Committee
|
$
25,000
|
$
55,000
|
||
|
Corporate Governance, Nominating and Sustainability Committee
|
$
25,000
|
$
55,000
|
||
|
Risk and Technology Committee
|
$
25,000
|
$
55,000
|
||
Following the director election at our annual shareholders meeting, we grant each then-serving non-employee director
restricted stock units (“RSUs”) with an aggregate grant date fair value equal to their annual equity award.
Directors who join the Board during the year receive a pro-rated RSU grant for their service on the Board.
Grants will vest in full upon the one-year anniversary of the date of grant, subject to continued service on our Board, and
vested awards are generally settled shortly following vesting, unless the director elected to defer the settlement of the
equity grant under the Board equity deferral program until a termination of service on our Board.
We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with
attendance at Board and Committee meetings.
Each non-employee member of our Board is eligible to participate in our Deferred Compensation Plan, under which
Board members may elect to defer up to 100% of their Board and Committee fees. Deferred amounts are deemed to be
invested on the director’s behalf and are held in our general funds and paid in cash upon termination of service on our
Board. Each non-employee director also is eligible to participate in our Board equity deferral program, which permits
Board members to defer the settlement of their annual equity grants until termination of service on our Board.
|
|
2025 Proxy Statement
|
43
|
Proposal 1: Election of Directors
In general, deferred amounts are not paid until after the director terminates service on our Board, at which time the
director will be paid either in a lump sum or in annual payments over not more than ten years, as elected by the director.
The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year
ending December 31, 2024. As an employee director, Ms. Ferris is not compensated as a director in connection with her
service on our Board. Her compensation is disclosed in the 2024 Summary Compensation Table on page
70
:
|
Name
|
Fees earned or
paid in cash
($)
(1)
|
Stock
awards
($)
(2)(3)
|
All other
compensation
($)
(4)
|
Total
($)
|
|
Lee Adrean
(5)
|
151,254
|
214,974
|
9,511
|
375,739
|
|
Ellen R. Alemany
(6)
|
81,816
|
–
|
15,635
|
97,451
|
|
Nicole M. Anasenes
(7)
|
38,750
|
143,318
|
–
|
182,068
|
|
Mark
D.
Benjamin
|
137,500
|
214,974
|
9,511
|
361,985
|
|
Vijay D'Silva
(6)
|
66,338
|
–
|
7,400
|
73,738
|
|
Kourtney K. Gibson
(8)
|
25,833
|
125,424
|
–
|
151,257
|
|
Jeffrey
A.
Goldstein
|
225,000
|
315,006
|
–
|
540,006
|
|
Lisa
A.
Hook
|
185,000
|
214,974
|
–
|
399,974
|
|
Kenneth T. Lamneck
|
180,676
|
214,974
|
7,400
|
403,050
|
|
Gary L. Lauer
|
180,000
|
214,974
|
–
|
394,974
|
|
Louise M. Parent
(6)
|
68,549
|
–
|
26,404
|
94,953
|
|
Brian T. Shea
(6)
|
84,028
|
–
|
34,403
|
118,431
|
|
James B. Stallings, Jr.
|
150,000
|
214,974
|
7,400
|
372,374
|
(1)
Represents portions of annual Board and committee retainers that directors elected to receive in cash or deferred under the Company’s Deferred
Compensation Plan.
(2)
Includes the grant date fair value of stock awards granted during 2024 and calculated in accordance with FASB ASC Topic 718. Assumptions used in
the calculation of these amounts are included in Note 19 to our consolidated financial statements for the fiscal year ended December 31, 2024,
included in our Annual Report on the Form 10-K filed with the SEC on February 13, 2025.
(3)
The aggregate number of shares (i) subject to unvested RSUs or (ii) deferred under the Board equity deferral program, in each case as of December 31,
2024 for each non-employee director who served during 2024 was: 2,826 for Mr. Adrean, 1,658 for Ms. Anasenes, 2,826 for Mr. Benjamin, 1,451 for
Ms. Gibson, 15,373 for Mr. Goldstein, 11,830 for Ms. Hook, 2,826 for Mr. Lamneck, 11,830 for Mr. Lauer, and 2,826 for Mr. Stallings, Jr.
(4)
Represents dividend payments with respect to RSUs, which directors receive in cash once the RSUs vest.
(5)
On
March 10, 2025, Mr. Adrean informed FIS that he would not be standing for re-election at the 2025 annual meeting of shareholders.
(6)
Mses. Alemany and Parent, along with Messrs. D'Silva and Shea, did not stand for re-election in 2024 and departed the board as of June 5, 2024.
(7)
On October 11, 2024, Ms. Anasenes was appointed to our Board.
(8)
On November 4, 2024, Ms. Gibson was appointed to our Board
.
Under our stock ownership guidelines, members of the Board have a minimum aggregate stock ownership target of 5x
their annual cash retainer. Each of our serving non-employee directors met the stock ownership guidelines as of
December 31, 2024, or were in the four-year transition period to satisfy the stock ownership
guidelines
.
|
44
|
FIS Global
|
|
2025 Proxy Statement
|
45
|
|
Proposal 2:
Advisory Vote on
Executive Compensation
|
|
We hold a non-binding advisory “say on pay” vote every year, pursuant to Section 14A of the
Exchange Act. Our executive compensation practices and processes, overseen by the
Compensation Committee of our Board, align our executives' compensation with our performance
and promote long-term value creation. At our 2024 shareholders’ meeting, this proposal received
support from 91.6% of the shares voted.
We ask our shareholders to vote in favor of the following resolution at the annual meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of
the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual
Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis section, the 2024 Summary Compensation Table and the
other related tables and disclosures.”
|
The Board recommends that the shareholder
s
vote
“FOR”
the approval, on an
advisory basis, of the compensation of our named executive officers, as
disclosed in this proxy statement.
|
46
|
FIS Global
|
|
Proposal 2: Advisory Vote on Executive
Compensation
As part of our commitment to continuous governance improvement, we seek input from our shareholders and
proxy
advisory firms regarding our executive compensation program, governance practices and ESG program. In 2024 and
early 2025, we met with many of our largest shareholders to elicit input on a number of topics, including our executive
compensation programs and practices. See “
Our 2024-2025 Shareholder Engagement Program”
on page
35
for an
overview of our recent shareholder engagement program.
Our approach to executive compensation is intended to provide a strong link between pay and Company performance,
establish and follow a sound design of our executive compensation program, and promote strong executive
compensation practices and governance. As discussed in the “Compensation Discussion and Analysis” section of this
proxy statement, the Board and the Compensation Committee of the Board (“Compensation Committee”) believe that
our executive compensation program provides our named executive officers with a balanced compensation package
that includes an appropriate base salary along with competitive annual and long-term incentive compensation
opportunities. A majority of our executive compensation is comprised of performance-based incentive programs that are
designed to reward our named executive officers on both an annual and long-term basis only if they attain certain
specified goals that are intended to promote sustainable long-term shareholder value creation. The Compensation
Committee engaged an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to
review, among other things, the competitive market and best practices.
We believe that our current executive compensation program directly links the compensation of our named executive
officers to our financial performance and aligns the interests of our named executive officers with those of our
Certain Information About Our Executive Officers
The executive officers of the Company, as of the date of this proxy statement, are set forth in the table below. Certain
biographical information with respect to those executive officers who do not also serve as directors follows the table.
There are no family relationships among the executive officers, directors or nominees for director.
|
Name
|
Position with FIS
|
Age*
|
|
Stephanie L. Ferris
|
Chief Executive Officer and President
|
51
|
|
James Kehoe
|
Corporate Executive Vice President, Chief Financial Officer
|
62
|
|
Firdaus Bhathena
|
Chief Technology Officer
|
54
|
|
Alexandra Brooks
|
Executive Vice President, Chief Accounting Officer
|
54
|
|
Robert Toohey
|
Corporate Executive Vice President, Chief People Officer
|
57
|
|
Caroline Tsai
|
Corporate Executive Vice President, Chief Legal Corporate Affairs Officer, and
Corporate Secretary
|
55
|
*
as of April 14, 2025
James Kehoe
has served as Corporate Executive Vice President and Chief Financial Officer (“CFO”) since August 21, 2023. Prior to
joining FIS, Mr. Kehoe served as Executive Vice President and CFO for Walgreens Boots Alliance, Inc. from June 2018 to
August 2023. Prior to this position, Mr. Kehoe served as CFO at Takeda Pharmaceutical Company Limited (“Takeda”)
from June 2016 to June 2018, where he also served as a member of the board from June 2017 to June 2018. For over
25 years prior to joining Takeda, Mr. Kehoe served Kraft Foods in a number of finance-related positions with
assignments based in Ireland, Germany, Italy, the U.S., Austria, Switzerland and Canada, including his last role as
Executive Vice President and CFO of Kraft Foods Group, Inc.
|
|
2025 Proxy Statement
|
47
|
Proposal 2: Advisory Vote on Executive Compensation
Firdaus Bhathena
has served as Chief Technology Officer of FIS since April 2023. Mr. Bhathena has extensive technology and business
leadership experience that spans large, complex organizations, as well as smaller, fast-moving companies. Prior to
joining FIS, Mr. Bhathena served as the general manager of healthcare at Noom, an innovative, privately held consumer
digital health company, from May 2021 until April 2023, where he pioneered new B2B and B2B2C businesses. Prior to
that, he served as the Enterprise Chief Digital Officer at CVS Health from November 2018 until May 2021, where he led
digital innovation and product delivery across the enterprise. Prior to Aetna being acquired by CVS Health in November
2018, Mr. Bhathena was the Chief Digital Officer at Aetna, responsible for creating a new Consumer Digital Health
products group that delivered multiple new digital experiences leveraging data and artificial intelligence/machine learning
in innovative ways. Prior to Aetna, Mr. Bhathena founded two technology companies (i.e., WebLine, acquired by Cisco
Systems in 1999, and Relicore, acquired by Symantec in 2007), and was part of the leadership team at the Blade
Network, a technology incubator in Boston, MA.
Alexandra Brooks
has served as Executive Vice President and Chief Accounting Officer of FIS since November 2024. Prior to that,
Ms. Brooks served as Executive Vice President, Finance from October 2024 to November 2024. Prior to joining FIS,
Ms. Brooks served as Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc. ("Hertz"), from
July 2023 through June 2024. She previously served as Hertz's Senior Vice President, Chief Accounting Officer from
November 2020 to July 2023 and Senior Vice President, Internal Audit from June 2020 to October 2020. Prior to joining
Hertz, Ms. Brooks was the Vice President, Internal Audit at Aptiv PLC ("Aptiv"), from May 2015 to April 2020. Before
joining Aptiv, Ms. Brooks served in a variety of leadership, accounting and finance roles at Champion Windows and
Home Exteriors, the General Electric Company and the General Motors Company. She began her career with
PricewaterhouseCoopers, a professional services firm, and is a Certified Public Accountant.
Robert Toohey
has served as Corporate Executive Vice President, Chief People Officer of FIS since January 2025. Prior to that,
Mr. Toohey served as incoming Chief People Officer from September 2024
through
December 2024. Prior to joining FIS,
Mr. Toohey served as Chief Human Resources Officer of Allstate Insurance Company, from March 2022 to
September 2024. From August 2021 to March 2022, Mr. Toohey owned his own Talent and Operations Advisor firm
working with several venture capital companies. Mr. Toohey served as President of Pymetrics from May 2019 to
August 2021. Mr. Toohey has served in various operational and human resource roles including at Verizon, Verizon
Media, and GTE Corporation over his 30 year career, demonstrating significant global experience and deep expertise in
growing talent, business, and digital transformation, building startups, launching new business entities, restructuring
organizations, and driving MA and business integrations.
Caroline
Tsai
has served as Corporate Executive Vice President and Chief Legal Corporate Affairs Officer since May 2022, after
serving as Corporate Executive Vice President and Chief Legal Officer since February 2022. Ms. Tsai has also served as
our Corporate Secretary since October 2024. Prior to joining FIS, Ms. Tsai was the Chief Legal Officer and Corporate
Secretary at The Western Union Company, a global money movement and payments company, from August 2019 to
February 2022. Prior to this position, Ms. Tsai served as Executive Vice President, General Counsel and Secretary at
Western Union from December 2017 to July 2019. Ms. Tsai served as Deputy General Counsel Chief Regulatory
Officer at BMO Financial Group from December 2015 to November 2017 and Chief Legal Officer, U.S. Personal
Commercial Banking at BMO Harris Bank from January 2014 to December 2015. Ms. Tsai served as Senior Vice
President Associate General Counsel from January 2012 to December 2013 and Senior Vice President Assistant
General Counsel from July 2005 to December 2011 at Bank of America Corporation. Ms. Tsai began her legal career as
an associate with the law firm Jones Day.
|
48
|
FIS Global
|
|
Compensation Discussion
and Analysis
The following Compensation Discussion and Analysis may contain statements regarding corporate performance targets
and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be
understood to be statements of management’s expectations or estimates of results or other guidance. We specifically
caution investors not to apply these statements to other contexts.
In this Compensation Discussion and Analysis, we provide an overview of our named executive officers’ 2024
compensation, including the objectives of our compensation programs and the principles upon which our compensation
programs and decisions were based. In 2024, our named executive officers (“NEOs”) were:
|
|
|
|
|
|
|
Stephanie L. Ferris
Chief Executive
Officer and President
|
James Kehoe
Corporate Executive
Vice President, Chief
Financial Officer
|
Firdaus Bhathena
Chief Technology
Officer
|
Caroline Tsai
Corporate Executive
Vice President, Chief
Legal Corporate
Affairs Officer and
Corporate Secretary
|
L. Denise Williams
Former Corporate
Executive Vice
President, Chief
People Officer
|
L. Denise Williams served as Corporate Executive Vice President, Chief People Officer of the Company through
December 31, 2024.
Executive Summary
Executed on our strategy to unlock financial technology to the world across the money lifecycle.
We made
significant strides in 2024 to drive commercial excellence across the enterprise, refocus sales on key growth vectors,
and extend and complement our portfolio of solut
ions with targeted MA, and we continue to focus on this strategy in
2025, including the recent announcement of our pending
a
cquisition of Global Payments’ Issuer Solutions business.
Continued thoughtful executive succession.
Building upon the appointment of Stephanie L. Ferris as the Chief
Executive Officer and as a member of the Board in December 2022, and James Kehoe as our new Chief Financial Officer
in August 2023, Robert Toohey was recruited to succeed L. Denise Williams as Chief People Officer in January 2025. Mr.
Toohey has decades of business, finance and human resources experience across large and complex organizations,
including Verizon, Verizon Media and Allstate.
Total target compensation for the CEO increased only modestly.
The sum of base salary, target annual cash
incentive opportunity, and target value of long-term incentive awards (not including the modification of the 2022 PSUs to
align the performance goals with the Company’s post-Worldpay priorities) increased 3% compared to
2023, while our
total shareholder return for the year was 37%.
|
|
2025 Proxy Statement
|
49
|
Compensation Discussion and Analysis
Compensation
mix structured to
continue
to drive and reward performance.
•
Our NEOs
’
pay is largely performance-based, with 65% of the CEO’s target compensation performance-based and
94%
at
risk.
•
A large majority of our NEOs
’
compensation continues to be in the form of equity awards, aligning executives’
interests with creation of long-term shareholder value.
The Compensation Committee m
ade
adjustments to our 2024 executive compensation programs that were
designed to drive and reward operational excellence and place greater focus on goals that are appropriate for
the current phase of our strategic transformation.
•
Established performance measures for the 2024 annual cash incentive program to align with key value drivers of our
strategic transformation and increased the weighting of financial performance goals to reflect the importance of each
metric to the Company at this stage of our transformation:
▪
Performance measures and their weightings for the 2024 annual cash incentive program were: Revenue (40%),
Adjusted EBITDA (40%), Future Forward cash savings (10%), and Net Promoter Score (10%).
•
Removed premium-priced stock options from the long-term incentive plan and refocused on PSUs to motivate
executives to achieve results in selected metrics that help
drive
the Company’s financial performance.
•
Set Adjusted R
evenue Growth and Adjusted EPS Growth
(with growth goals set in advance for each of the three
annual measurement periods) as the metrics for the 2024 PSUs. The PSUs granted to the CEO and CFO have an
rTSR modifier (+/- 25%) for the based on cumulative rTSR over a three-year period.
2024 annual cash incentive plan payouts reflected FIS’ execution against internal financial and strategic targets.
•
The target levels of performance for the financial performance goals were aligned with our annual budget and took
into account the Company’s actual performance in 2023, the significant expected revenue decline in 2024 as a result
of the sale of a majority stake in the Worldpay business and the Company’s ongoing transformation designed to
enhance sustainability of growth and shareholder value creation.
•
FIS’ performance in 2024 led to an overall payout of 95.9% of the target amount.
PSUs were generally
earned
above target.
Consistent with the link between pay and performance, the performance
awards were earned above the target vesting opportunity.
•
For 2024, our rTSR performance was at the 81st percentile of SP 500 companies.
•
Consistent with the strong investment experience of our shareholders in fiscal 2024, the first tranche of the 2024
PSUs were earned at 150% of target, based on revenue and EPS growth. The value of the earned amount will remain
subject to market risk based on changes in our stock price until the earned shares are paid out (based on continued
service) in the first quarter of 2027. In the case of the CEO and CFO, their awards will remain subject to a +/- rTSR
modifier for the full three-year performance period.
•
The 2023 PSUs are earned based on rTSR performance over a single three-year period from 2023 through 2025.
Based on rTSR performance through the first two years of the performance period, the PSUs were tracking to be
earned at less than the target amount. These PSUs will pay out (assuming continued service through the vesting date)
in early 2026, based on rTSR performance through the end of 2025.
•
The final tranche of the 2022 PSUs, which were modified in early 2024 to account for the Worldpay sale as described
in more detail below, were earned at 172.5% of target based on A
djusted Revenue Growth, Adjusted EPS Growth
and
relative TSR performance.
The Compensation Committee continues to consider shareholder feedback in its decision-making process.
The
shareholder engagement process is embedded into our annual cadence of Board work. In late 2024 and early 2025, we
sought meetings with shareholders representing collectively more than 45% of our outstanding shares and met with
shareholders holding more than 25% of our outstanding shares. All meetings were attended by our Independent
Chair.
Our discussions included our executive compensation program philosophy and structure, as well as adjustments we
made to our executive compensation program in 2024. Shareholders expressed continued support for the evolution of
our executive compensation program.
|
50
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
2024 Performance
H
ighlights
2024 was a year of positive momentum for FIS. We successfully completed the Worldpay separation, and significantly
increased our capital return to shareholders.
|
COMPLETED LANDMARK SALE OF MAJORITY
EQUITY INTEREST IN WORLDPAY
|
SIGNIFICANTLY INCREASED CAPITAL RETURN
|
||||
|
Delivering on three vectors of enhanced value
creation for both companies:
•
Management focus
•
Operational simplification
•
Capital allocation flexibility
|
•
Executed on over $4 billion in share repurchases
for 2024
•
Returned $800 million to shareholders via
dividends in 2024
•
Anticipate approximately $1.2 billion in share
repurchases for 2025 and increased quarterly
dividend 11% to $0.40 per share
|
||||
|
Total shareholder return of
37%
, ranking in the 81st percentile of the SP 500.
|
|||||
The sale of the majority equity interest in Worldpay reinforced FIS’ position as a global enterprise software leader,
supported by favorable industry trends, a marquee set of global clients and best-in-class products and solutions. As a
result, FIS became a more focused compan
y with a stronger balance sheet and
greater strategic and operational agility
by simplifying operations and driving faster innovation across its portfolio of
solutions. In April 2025 we announced an
agreement to sell our remaining equity stake in Worldpay to Global Payments, with the proceeds to be applied to our
purchase of Global Payments’ Issuer Solutions business. The pending sale of the remainder of our equity interest in
Worldpay and acquisition of the Issuer Solutions busines
s, which are expected to be completed in the first half of 2026,
will position us to benefit from these advantages even further.
FIS and Worldpay have entered into commercial agreements that will allow FIS to retain access to Worldpay’s portfolio
of commercial clients to continue to offer its financial technology solutions and will allow Worldpay to retain access to
FIS’ financial institution clients as it continues to scale its bank channel. These agreements will remain in place following
Global Payments' acquisition of Worldpay
.
Improved Financial Performance:
We delivered improved financial outcomes for shareholders in 2024. Adjusted
Revenue Growth accelerated to 4%, compared to 3% in the prior year, with
Adjusted
EBITDA margin expansion of 64
basis points to 40.8%.
Capital Allocation:
We achieved our capital allocation goals for share repurchases and dividends in 2024, while
simultaneously executing on strategic MA. In total, we returned $4.8 billion to shareholders through $4 billion of share
repurchases and $800 million in dividends paid. Beyond this, maintained a leverage ratio of 2.65x, below our target of
2.8x, while executing on strategic acquisitions to help
drive
sustainable growth in attractive verticals.
|
|
2025 Proxy Statement
|
51
|
Compensation Discussion and Analysis
Compensation
Governance
Our Compensation Committee regularly reviews our executive compensation programs and makes adjustments that they
believe to be in the best interests of the Company and our shareholders. As part of this process, our Compensation
Committee reviews compensation trends, listens to stakeholder feedback and considers what is thought to be current
best practices by our independent compensation consultant, with the goal of continually improving our approach to
executive c
ompensation.
|
What We Do
|
|
What We Do Not Do
|
||
|
Deliver the majority of executives’ total
compensation in the form of at-risk,
performance-based compensation
Utilize performance-based vesting requirements for
the majority of our equity awards in the form of
performance stock units
Require our executives and directors to satisfy
rigorous stock ownership guidelines
Maintain a clawback policy
Prohibit executive officers from engaging in hedging
transactions in FIS stock or pledging FIS stock
Conduct annual risk assessment of
compensation programs
Market comparison of executive compensation
against a relevant peer group
Use of an independent compensation consultant
reporting directly to the Compensation Committee
and providing no other services to the Company
Double-trigger vesting of equity awards in the event
of a change in control under our long-term
incentive plan
Annual say-on-pay vote
|
Provide guaranteed short- or long-term incentives
Provide tax gross-ups of payments or perquisites,
except in the case of relocation expenses that are
generally available to all employees
Provide significant perquisites
Maintain any form of supplemental executive
retirement plan (SERP)
Reprice or exchange underwater options without
shareholder approval
Provide excessive severance benefits
Pay dividends or dividend equivalents on unearned
equity awards
Permit hedging, pledging or short sales of
our securities
|
||||
|
52
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
2024 Say-On-Pay Vote and Shareholder Engagement
At our 2024 Annual Meeting, the advisory say-on-pay proposal received 91.64% support of votes cast, demonstrating
the approval of our executive compensation program by our shareholders. We believe that the strong support shown by
our shareholders reflects the changes we made to our executive compensation program in response to feedback
received during the course of our engagement with shareholders over the past two years.
For
our shareholder engagement meetings in late 2024 and early 2025,
we sought meetings with shareholders
representing collectively more than 45% of our outstanding shares and met with shareholders holding more than 25% of
our outstanding shares of common stock.
The executive compensation topics discussed in our meetings included compensation philosophy and structure.
Our shareholders continued to be supportive of the structure of our executive compensation program, including the
emphasis on performance-based pay, the focus on incentivizing operational excellence and the alignment of
compensation outcomes with shareholder returns.
Each year, the Compensation Committee evaluates our program in light of the strategic direction of the Company,
market conditions, shareholder views (including the results of our annual say-on-pay vote) and governance
considerations, and makes changes deemed appropriate for our business. Accordingly, we will continue to take into
account shareholder feedback, input from our independent compensation consultant, and the outcome of future say-on-
pay votes when assessing our executive compensation program and policies as discussed in this
Compensation
Discussion and Analysis.
Compensation Philosophy
The primary goal of our executive compensation programs is to drive continued profitable growth and successful
execution of our business objectives, thereby creating value for our shareholders. Our compensation programs are
grounded on the concept of paying for performance and intended to foster a high-performance culture, aligning the
interests of our executive team with those of our shareholders.
Our compensation programs are designed to attract and retain high-performing executives and key employees, as there
is significant competition in our industry for talent. We seek to accomplish these objectives by providing our executives
with total target compensation that is competitive relative to the compensation paid to similarly situated executives at
similarly sized companies. We believe that this is critical to our efforts to motivate, reward and retain those individuals
with the leadership abilities and skills necessary for achieving our objectives: delivering value to our clients, investing in
and retaining our employees, supporting the communities in which we work, dealing fairly and ethically with our
suppliers, and generating long-term value for shareholders.
Compensation Objectives
Our Compensation Programs Support Our Corporate Strategy And
Business Objectives
The primary goal of our executive compensation programs is to drive continued growth and successful execution of our
business objectives and thereby create value for our shareholders. We seek to achieve this goal by:
•
Tying a significant majority of our named executive officers’
compensation
to our corporate financial performance and
the creation of shareholder value. In 2024, 94% of the CEO's compensation (and 88% of the compensation of the
other four named executive officers on average) was tied to corporate financial performance and the creation of
shareholder value;
•
Structuring our performance-based programs to focus our named executive officers on attaining key goals that are
designed to be aligned with and support our strategic business objectives, which in turn drive shareholder value;
•
Directly aligning the interests of our executive officers and shareholders by requiring that our executive officers own
meaningful amounts of FIS stock;
•
Recognizing our executives’ leadership abilities, scope of responsibilities, experience, effectiveness, and individual
achievements; and
•
Attracting, motivating, and retaining a highly qualified and effective global management team that can deliver superior
performance and build long-term shareholder value.
|
|
2025 Proxy Statement
|
53
|
Compensation Discussion and Analysis
Establishing Executive Compensation Levels
We operate in a highly competitive industry and compete with our peers and competitors to attract and retain highly
skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills
deemed necessary to build long-term shareholder value, motivate our executives to perform at a high level and reward
outstanding achievement, our Compensation Committee sets total compensation at levels it determines to be
competitive in our market.
|
When determining the overall compensation of our named executive officers, including base salaries and
annual and long-term incentive amounts, our Compensation Committee considers a number of important
qualitative and quantitative factors, including:
|
||
•
The named executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our
performance and future success;
•
Our financial performance;
•
The named executive officer’s current base salary and recent annual and long-term incentive awards;
•
The business environment and our business objectives and strategy;
•
The need to retain and motivate our named executive officers;
•
Corporate governance, shareholder input and regulatory factors related to executive compensation; and
•
Marketplace compensation levels and practices.
The compensation decisions are not formulaic, and the members of our Compensation Committee did not assign
precise weights to the factors listed above. The Compensation Committee utilized their individual and collective business
judgment to review, assess, and approve compensation for our named executive officers.
Use of Peer Group Data
To support its review of our executive compensation and benefit programs for 2024, the Compensation Committee
engaged Meridian, an independent compensation consultant, to conduct a marketplace review of the compensation we
pay to our executive officers. Meridian gathered marketplace compensation data on total compensation, which
consisted of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, as
well as overhang and dilution from the equity incentive plan, compensation levels as a percent of revenue, pay mix and
other key statistics. The marketplace compensation data is an important element in the decisions of our Compensation
Committee, but our Compensation Committee ultimately made decisions based on all of the factors described above
rather than just relying on peer data.
Meridian assisted our Compensation Committee in evaluating the group of companies, which we refer to as our "peer
group," which the Compensation Committee uses as a source of marketplace compensation information to assist the
Compensation
Committee
in evaluating the Company’s executive compensation programs. The peer group that was
used to assist the Compensation Committee in evaluating our 2024 compensation program was originally
selected
in
late 2023 to include companies with similarities to FIS based on an average revenue range, industry focus (based on
Global Industry Classification Standard (“GICS”) Code), nature and complexity of operations, including international
focus, as well as companies that compete with us for business and/or executive talent. The Compensation Committee
generally screened for companies with revenue in the range of 33% to 200% of our projected revenue.
After evaluating
the peer group, the Compensation Committee
concluded
in late 2023 that the existing peer group continued to be an
appropriate set of source of marketplace compensation information under these criteria and decided to make no
changes to the composition of the peer group for
2024.
|
54
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
|
Company
|
GICS Sub-Industry
|
Revenue
(LTM)
(1)
|
Market Cap
(1)
|
||
|
American Express Company
|
Consumer Finance
|
$
54,379
|
$
124,448
|
||
|
Automatic Data Processing, Inc.
|
Human Resource and Employment Services
|
$
18,309
|
$
94,567
|
||
|
Block, Inc.
|
Transaction and Payment Processing Services
|
$
20,793
|
$
38,952
|
||
|
Broadridge Financial Solutions, Inc.
|
Data Processing and Outsourced Services
|
$
6,209
|
$
22,802
|
||
|
Discover Financial Services
|
Consumer Finance
|
$
10,437
|
$
23,255
|
||
|
DXC Technology Company
|
IT Consulting and Other Services
|
$
14,039
|
$
4,479
|
||
|
Fiserv, Inc.
|
Transaction and Payment Processing Services
|
$
18,807
|
$
78,390
|
||
|
Global Payments Inc.
|
Transaction and Payment Processing Services
|
$
9,474
|
$
30,320
|
||
|
Intercontinental Exchange, Inc.
|
Financial Exchanges and Data
|
$
7,555
|
$
65,158
|
||
|
Mastercard Incorporated
|
Transaction and Payment Processing Services
|
$
24,367
|
$
388,080
|
||
|
Nasdaq, Inc.
|
Financial Exchanges and Data
|
$
5,999
|
$
32,218
|
||
|
PayPal Holdings, Inc.
|
Transaction and Payment Processing Services
|
$
29,128
|
$
62,112
|
||
|
SSC Technologies Holdings, Inc.
|
Data Processing and Outsourced Services
|
$
5,430
|
$
13,925
|
||
|
The Western Union Company
|
Transaction and Payment Processing Services
|
$
4,397
|
$
4,237
|
||
|
Visa Inc.
|
Transaction and Payment Processing Services
|
$
32,653
|
$
515,476
|
||
|
75
th
Percentile
|
$
22,580
|
$
86,479
|
|||
|
Median
|
$
14,039
|
$
38,952
|
|||
|
25
th
Percentile
|
$
6,882
|
$
23,029
|
|||
|
Fidelity National Information
Services, Inc.
|
Transaction and Payment Processing Services
|
$
14,645
|
$
34,743
|
||
|
Percentile Ranking
|
51%
|
46%
|
|||
(1)
All information provided is as of November 2023, as reflected in the marketplace review provided by Meridian in connection with the Compensation
Committee’s review of our executive compensation and benefit programs for 2024, and does not reflect any subsequent mergers, acquisitions
or
divestitures affecting any of the peer group companies
.
Following the sale of Worldpay, the Compensation Committee re-evaluated the Company’s peer group in late 2024 to
assess whether it continues to reflect the size, scope, and strategic profile of the go-forward organization. As part of this
review, American Express, DXC Technology, and The Western Union Company were removed from the peer group, while
The Bank of New York Mellon, SP Global, Synchrony Financial, MSCI Inc., and Tradeweb Markets were added. At the
time of approval of the changes to the peer group, the Company’s post-sale revenue and market capitalization
approximated the median of the updated peer group.
The
marketplace data information in this discussion is not deemed filed or part of the Compensation Discussion and
Analysis for certification purposes.
|
|
2025 Proxy Statement
|
55
|
Compensation Discussion and Analysis
Role of Compensation Committee, Compensation Consultant and
Executive Officers
Our Compensation Committee is responsible for reviewing, approving and monitoring the compensation programs for
our named executive officers, as well as our other executive officers. Our Compensation Committee is also responsible
for administering our stock incentive plans and approving individual grants and awards for our executive officers.
To further the objectives of our compensation programs, our Compensation Committee engaged Meridian in 2024 to
conduct an ongoing review over the course of the year of our compensation programs for our named executive officers,
other Section 16(b) officers and our Board. Meridian provided our Compensation Committee with relevant market data
on compensation, including annual salary, annual incentives, long-term incentives, other benefits, total compensation
and pay mix, and alternatives to consider when making compensation decisions.
The Compensation Committee may also give specific assignments to Meridian from time to time and may ask for
Meridian’s assistance when it is considering a special or one-time compensation arrangement. In addition, members of
our Compensation Committee have discussions with Meridian between meetings as specific questions arise. Meridian
was selected by our Compensation Committee and reports directly to the committee.
Ms. Ferris provided input and made recommendations to the Compensation Committee regarding executive
compensation levels for executive officers. In addition, Ms. Williams, our Chief People Officer during 2024, coordinated
with the Compensation Committee’s Chair and Meridian in preparing the Compensation Committee’s meeting agendas
and materials. Although our Compensation Committee considered the recommendations of Ms. Ferris with regard to our
executive officers, our Compensation Committee exercises its discretion when making compensation decisions and may
modify the recommendations. Ms. Ferris did not make recommendations to our Compensation Committee with respect
to her own compensation.
While our Compensation Committee carefully considers the information provided by, and the recommendations of,
Meridian and the individuals who participate in the compensation process, the Compensation Committee retains
complete discretion to accept, reject or modify any recommended compensation decisions.
Independence of the Compensation Consultant
The Compensation Committee approves Meridian’s fee structure and terms of engagement.
Meridian only provided compensation advisory services to the Compensation Committee in 2024 and did not provide
any other services unrelated to executive or director compensation.
The Compensation Committee has considered and assessed relevant factors, including but not limited to those set forth
in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with
respect to Meridian’s service in 2024. Based on this review, the Compensation Committee determined that there are no
conflicts of interest raised by the work performed by Meridian.
Compensation Elements
Components of 2024 Total Compensation and Pay Mix
We compensate our executives primarily through a mix of base salary, annual cash incentives, and long-term equity-
based incentives. We also maintain employee benefit plans for our employees and executive officers. Some executive
officers, including our named executive officers, may also receive limited additional benefits. The compensation earned
by our named executive officers in 2024 consisted of the following:
|
56
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
|
Compensation component
|
Purpose of the compensation component
|
|
Base salary
|
Salary provides a level of assured, regularly paid, cash compensation that is designed to
be competitive and reasonable to allow us to attract and retain key executives.
|
|
Annual cash
incentive
|
Performance-based annual cash incentives designed to motivate our named executive
officers to achieve or exceed our in-year plan and help to attract and retain key
executives.
Performance measures and their weighting for the 2024 annual cash incentive program
were: Revenue (40%), Adjusted EBITDA (40%), Future Forward cash savings (10%), and
Net Promoter Score (10%).
|
|
RSUs
|
Time-based restricted stock units help to tie our named executive officers’ long-term
financial interests to the Company’s stock price performance and to the long-term
financial interests of shareholders, as well as to retain key executives through the three-
year vesting period and maintain a market-competitive position for total compensation.
|
|
PSUs
|
Performance stock units motivate our named executive officers to achieve results in
selected metrics that drive the Company’s financial performance and help tie our named
executive officers’ long-term financial interests to the long-term financial interests of
shareholders, as well as to retain key executives through the three-year vesting period and
maintain a market-competitive position for total compensation.
The performance measures and their relative weighting for the 2024 PSU awards were: an
Adjusted Revenue Growth metric (50%) and an Adjusted EPS Growth metric (50%). The
PSUs awarded to Ms. Ferris and Mr. Kehoe also include a total shareholder return (“TSR”)
modifier based on the Company’s relative TSR measured against the SP 500 Index.
|
Approximately 65% of Ms. Ferris’ 2024 target compensation
and 53%
(on average) of our other
NEO
s’
2024 target
compensation was based on performance-based cash and performance-based equity incentives that are tied to our
financial performance, stock price growth and
TSR.
In addition, a significant component of the NEOs’ compensation
(94% for the CEO and 88% for the other four NEOs on average) is at-risk compensation, with the value of such
compensation fluctuating based on performance against pre-established performance metrics and/or our stock price.
|
CEO 2024 TARGET*
|
AVERAGE NEO 2024 TARGET (NORMALIZED)
|
||||||
|
|
||||||
|
Base Salary
|
|
Performance-Based Cash
|
|
Base Salary
|
|
Performance-Based Cash
|
|
Performance-Based Equity
|
|
Time-Based Equity
|
|
Performance-Based Equity
|
|
Time-Based Equity
|
*
Percentage may not add to 100% due to rounding.
|
|
2025 Proxy Statement
|
57
|
Compensation Discussion and Analysis
2024 Total Compensation
The allocation of our named executive officers’ compensation among the various compensation elements from year to
year is not formulaic. Instead, it reflects our Compensation Committee’s business judgment regarding the best allocation
of compensation based on a number of objective and subjective factors, including marketplace data provided by our
Compensation Committee’s independent compensation consultant; the challenges facing FIS in the industry and market
environment; an assessment of each executive’s level of responsibility; the individual skills, experience and contribution
of each executive; and the ability of each executive to impact company-wide performance and create long-term
shareholder value. In recent years the Compensation Committee has also considered the stage the Company has
reached in achieving its strategic transformation and the allocation and design features that it considers best suited to
continue to advance that transformation.
Compensation Process
Base Salary
Although the emphasis of our compensation program is on performance-based, at-risk pay, we provide our named
executive officers with base salaries that are intended to provide a level of regularly paid, cash compensation that is
competitive and reasonable. Our Compensation Committee reviews salary levels annually as part of our performance
review process, as well as in the event of promotions or other changes in our named executive officers’ positions or
responsibilities. When establishing base salary levels, our Compensation Committee considers the peer group and
market compensation data provided by the Compensation Committee’s independent compensation consultant, as well
as qualitative factors, including the named executive officer’s experience, knowledge, skills, level of responsibility
and performance.
The Compensation Committee approved a base salary increase for Ms. Ferris in 2024. In 2023, her first year as CEO,
Ms. Ferris did not receive a base salary increase, as the Compensation Committee preferred to emphasize performance-
based elements of her compensation in order to increase the alignment with the shareholder experience. However, in
2024, based on Ms. Ferris’ strong performance, the significant progress made by the Company in its strategic
transformation in 2023, and the need to retain key talent during a critical phase in the Company’s evolution, the
Compensation Committee determined that it was appropriate to provide a more market-competitive salary for the CEO.
Ms. Tsai’s 2024 base salary increase was informed by market data for roles with comparable scope, but it also reflects
her expanded
leadership role
within the organization and an internal alignment initiative to ensure consistency across the
executive team.
|
Named Executive Officer
|
2023 Base
Salary
|
2024 Base
Salary
|
Increase
|
|||
|
Stephanie L. Ferris
(1)
|
$
1,000,000
|
$
1,200,000
|
20%
|
|||
|
James Kehoe
|
$
975,000
|
$
975,000
|
0%
|
|||
|
Firdaus Bhathena
|
$
700,000
|
$
700,000
|
0%
|
|||
|
Caroline Tsai
(2)
|
$
630,000
|
$
700,000
|
11%
|
|||
|
L. Denise Williams
|
$
600,000
|
$
600,000
|
0%
|
|||
(1)
Ms. Ferris’ salary increase was effective January 1, 2024.
(2)
Ms. Tsai’s salary increase was effective July 1, 2024.
|
58
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
Annual Cash I
ncentive
We award annual cash incentives based upon the achievement of pre-defined business and financial objectives. The
annual cash incentive program plays an important role in our approach to total compensation. It is designed to motivate
participants to improve the Company’s performance for a fiscal year, and it requires that we achieve pre-established
annual performance goals before participants become eligible for an incentive payout. We believe that achieving our
annual business and financial objectives aligns with and supports the execution of our business strategy, strengthening
our products and solutions, improving customer satisfaction, gaining new customers and delivering long-term value to
shareholders. In addition, the annual cash incentive program is designed to help to attract and retain a highly qualified
management team and to maintain a market-competitive compensation program.
In the first quarter of each fiscal year, our Compensation Committee approves the fiscal year performance objectives and
a target incentive opportunity for each participant, as well as the potential incentive opportunity range for maximum and
threshold performance. When establishing target annual cash incentive opportunities for each named executive officer,
our Compensation Committee considers the peer group and market compensation data provided by the Compensation
Committee’s independent compensation consultant. In addition, the Compensation Committee sets target annual cash
incentive opportunities at a level intended to be significant enough to focus our named executive officers on attaining
key goals that are aligned with and support our strategic business objectives, which in turn drive growth in
shareholder value.
No annual incentive payments are due to a named executive officer in respect of each goal if the pre-established,
minimum performance levels for that goal are not met, and total payments for each named executive officer are capped
at the maximum performance payout level of 200% of the named executive officer’s target annual incentive. In addition,
the financial performance measures under the program are derived from our annual audited financial statements
included in our Form 10-K. Annual incentive program payments are only made after completion of the audit and approval
by our Compensation Committee. Finally, in order to allow the Compensation Committee flexibility to consider other
factors it deems relevant, the Compensation Committee retains the authority to exercise negative discretion to reduce
payouts under the annual incentive program as it deems appropriate.
Ms. Tsai received an increase in her target incentive opportunity in 2024 based on an assessment of market data for
positions with comparable scope of
responsibility and in light of her expanded leadership role within the
organization,
with her 2024 target incentive opportunity pro-rated based on the target opportunity in effect prior to and following
June 30
.
|
Named Executive Officer
|
2023 Target
Performance-based
Annual Cash Incentive
(1)
|
2024 Target
Performance-based
Annual Cash Incentive
(1)
|
|
Stephanie L. Ferris
|
200%
|
200%
|
|
James Kehoe
|
150%
|
150%
|
|
Firdaus Bhathena
|
130%
|
130%
|
|
Caroline Tsai
(2)
|
130%
|
140%
|
|
L. Denise Williams
|
120%
|
120%
|
(1)
Target annual incentives in these columns are expressed as a percentage of base salary earned during the year.
(2)
Ms. Tsai’s target performance-based annual cash incentive increase was effective July 1, 2024.
|
|
2025 Proxy Statement
|
59
|
Compensation Discussion and Analysis
2024 Annual Cash Incentive Program
Goals and
Results
The Compensation Committee selected four performance measures for awarding 2024 annual cash incentives: two
financial metrics (i.e., a revenue metric and an EBITDA
metric, weighted 40% each
) and two measures tied to our
operating performance (i.e., Future Forward cash savings and Net Promoter Score improvement
, weighted 10% each
).
The Compensation Committee elected to discontinue using cash flow as one of the financial performance metrics in
2024 because it considered the operating performance goal of Future Forward cash savings to be the appropriate
vehicle for incentivizing cash flow improvements at that stage in the Company’s strategic transformation.
The two financial performance metrics selected for the 2024 annual cash incentive program were based on Revenue and
Adjusted EBITDA, which are key measures in evaluating the financial performance of our business, and which can have a
significant impact on our share price and the investment community’s future expectations. The calculation of these
financial performance metrics is described below. Both financial performance metrics were set at the beginning of 2024
as part of our annual budget process and were based on and consistent with annual guidance communicated to the
investment community in February 2024. The target levels of performance for the Revenue metric and the EBITDA metric
were based on the levels of Revenue and Adjusted EBITDA, respectively, in our annual budget. The target levels for
these metrics were lower than those used in the 2023 annual cash incentive plan because they took into account the
Company’s actual performance in 2023 and the significant expected revenue decline in 2024 that would result from the
sale of a majority stake in the Worldpay business.
The
target levels also took into account the Company’s ongoing
transformation designed to enhance sustainability of growth and shareholder value creation.
The Compensation
Committee elected to use Revenue and Adjusted EBITDA in order to provide continuity of focus of the objectives from
2023
and to incentivize management, at that stage of the Company’s strategic transformation, to focus on growing the
Company’s business while improving profitability.
The operating performance goals were also established at the beginning of the year and used a balanced scorecard that
was directly tied to the strategic benefits the Company hoped to achieve from the Future Forward program. The
Compensation Committee decided to reduce the aggregate weighting of the operating performance measures (from
35% in 2023 to 20% in 2024), and to increase the aggregate weighting of the financial performance metrics
correspondingly, in order to reflect the progress the Company had made in achieving cash savings and the greater
importance the Compensation Committee placed on demonstrated financial performance improvement as the Company
emerged from the initial stage of its strategic transformation. The greater weighting of financial performance metrics
increased the alignment of management’s compensation with shareholders’ experience.
The performance measures were designed with significant rigor and with a goal to drive outstanding operational
performance by our management team and employees. The target levels of performance that the Compensation
Committee selected for the 2024 annual incentive program were consistent with our annual budget, business plan and
our investor guidance, as well as our long-term financial plan and our strategic
objectives
.
The Compensation Committee believes that the performance measures used for our annual incentives, together with the
equity-based incentives and stock ownership levels applicable to our named executive officers, provide a high level of
objectivity and transparency and a good balance that focuses our named executive officers on achieving short-term
goals while not encouraging behavior that could be detrimental to delivering sustainable, long-term value. When
establishing the performance measures and goals for the 2024 annual incentive awards, the Compensation Committee
considered the following key factors:
•
Consistency among the 2024 performance targets and the 2024 business plan;
•
The 2024 financial performance targets, as compared to the 2023 financial performance targets and 2023 actual
performance including the factors described above;
•
Alignment of the 2024 financial performance targets with our guidance to investors as described above;
•
Impact of macro-economic factors on performance targets; and
•
The significant challenge presented to reach the target goals and the extraordinary achievement required to earn a
maximum payout.
|
60
|
FIS Global
|
|
Comp
ensation
Discussion and Analysis
In the following table, we explain how we calculated the financial performance measures and why we use them.
|
Performance measure
|
How calculated
|
Reason for use
|
|
Revenue Metric
|
Based on revenue as reported in the Annual Report
on Form 10-K, adjusted for the impact of foreign
currency exchange rates.
|
This metric is an important measure
of the growth of the Company, our
ability to satisfy our customers and
to gain new customers, and the
effectiveness of our products
and solutions.
|
|
EBITDA Metric
|
Total Company Adjusted EBITDA from continuing
operations as disclosed in our earnings release for
the fourth quarter of 2024 furnished to the SEC on
Form 8-K on February 11, 2025, adjusted for foreign
currency exchange rates. Adjusted EBITDA reflects
net earnings (loss) before interest, other income
(expense), taxes, equity method investment earnings
(loss), and depreciation and amortization, and
excludes certain costs that do not constitute normal,
recurring, cash operating expenses necessary to
operate our business. This measure is reported to
the chief operating decision-maker for purposes of
making decisions about allocating resources to the
segments and assessing their performance.
|
This metric reflects our operating
strength and efficiency. It also
reflects our ability to convert our
revenue into operating profits for
shareholders.
|
For
2024, the Compensation Committee set the relative weights of each of the Revenue metric and the EBITDA metric at
40%, to reflect the importance of each metric to the Company at that particular stage in executing its strategic
transformation.
As described in the preceding table, the financial performance metrics used for the annual incentive
program reflect adjustments from the corresponding publicly-reported results to eliminate financial impacts of certain
costs and transactions deemed non-operational in nature, so that our named executive officers’ compensation is not
impacted, negatively or positively, by events that do not reflect the underlying operating performance of the business. In
2024
, the following adjustments to the reported results for the R
evenue metric and the EBITDA metric
(reflected in
millions) were made:
|
2024 Reported
Results
|
Foreign
Exchange
|
Acquisition,
Integration and
Other Payments
|
2024 Adjusted Results
for Annual Incentive
Program Metrics
|
|||||
|
Revenue
|
$
10,127
|
$
(26)
|
$
0
|
$
10,101
|
||||
|
Adjusted EBITDA
|
$
4,136
|
$
(7)
|
$
0
|
$
4,129
|
||||
No annual incentive payments were due with respect to a particular performance metric if the pre-established, threshold
level of performance was not met. Each performance metric was evaluated independently of the others, and a failure to
attain the threshold level for any particular performance metric would not preclude an annual incentive payment with
respect to any other performance metrics for which the threshold level of performance was attained. In addition, the
Compensation Committee retained full discretion to reduce or withhold the 2024 annual incentives for all named
executive officers, regardless of the results for the designated metrics. For performance between the threshold and
target levels (except in the case of Future Forward cash savings, for which there is no payout for performance that is less
than the target level), or between the target and maximum levels, the percentage of the target award earned is linearly
interpolated.
|
|
2025 Proxy Statement
|
61
|
Compensation Discussion and Analysis
The table below shows the performance goals and results for
2024. In the aggregate, the Company's performance
across all four goals led to an overall payout of 95.9% of the target amount.
2024 Annual Cash Incentive Program - Performance Goals and Re
sults
|
Revenue Metric
|
EBITDA Metric
|
Future Forward
Cash Savings
(1)
|
Net Promoter
Score
|
|
|
Performance
Goals and
Results
($ in millions)
|
|
|
|
Balanced
scorecard
for goals
and results
|
|
Payout Factor
(% of Target
Payout)
|
94.8%
|
95.1%
|
140%
(1)
|
60%
|
|
Weight
|
40%
|
40%
|
10%
|
10%
|
|
Weighted Payout
|
37.9%
|
38.0%
|
14.0%
|
6.0%
|
(1)
The Future Forward cash savings threshold, target and maximum performance levels were set in January
2024 (prior to the completion of the
sale of
Worldpay
)
and included operational expense savings, reduced capital expenditures and the reduction or elimination of acquisition, integration and
transformation-related expenses. Actual achievement of Future Forward cash savings would have resulted in a
higher
payout factor (179%), but the
Compensation Committee applied negative discretion to reduce the payout factor to 140% after further review of offsetting impacts in our results.
The Compensation Committee determined the total annual incentive award payment for each named executive officer
based on the Company’s performance as compared to each of the applicable performance measures described above
following the filing of the Company’s audited financial statements in our Annual Report on Form 10-K.
Long-Term Equity Incentives
In 2024, the Company used an annual equity grant mix for executive officers that included a mix of PSUs and RSUs. The
equity grants all contain a three-year vesting period, with the PSUs cliff-vesting (based on performance and service) at
the end of the performance period and the RSUs vesting ratably in three equal annual installments based on continued
service. The PSUs and RSUs each accounted for 50% of the total annual grant for each named executive officer, except
Ms. Ferris and Mr. Kehoe. For Ms. Ferris and Mr. Kehoe, the PSUs accounted for 65% of the total annual grant, with the
RSUs accounting for the remaining 35% of the total annual grant.
We use this grant framework to align with our peer group and the growing trend in long-term incentive grants of adopting
three-year based goals for performance-based equity to differentiate the performance measures used in the PSUs from
those used in the Company's annual cash incentive program and to utilize the shares more efficiently in our shareholder
approved equity plan.
2024
Annual Long Term Incentive Awards
(1)
|
Name
|
RSUs
|
PSUs
|
Total LTI Granted
(1)
|
||
|
Stephanie L. Ferris
|
$
5,250,000
|
$
9,750,000
|
$
15,000,000
|
||
|
James Kehoe
|
$
2,100,000
|
$
3,900,000
|
$
6,000,000
|
||
|
Firdaus Bhathena
|
$
1,650,000
|
$
1,650,000
|
$
3,300,000
|
||
|
Caroline Tsai
(2)
|
$
1,750,000
|
$
1,750,000
|
$
3,500,000
|
||
|
L. Denise Williams
|
$
1,500,000
|
$
1,500,000
|
$
3,000,000
|
||
(1)
Reflects grant values approved by the Compensation Committee which differs from the ASC 718 values reported in the 2024 Summary
Compensation Table.
(2)
In recognition of her role in leading several strategic initiatives in 2023,
including the sale of a majority interest in Worldpay and the separation of the
Worldpay business,
and of her temporary assumption of other responsibilities at the CEO's request in 2023 and 2024, Ms. Tsai was awarded
a
supplemental one-time
RSU
grant of $1,500,000
vesting ratably in three equal annual installments based on continued s
ervice.
Thi
s supplemental RSU
grant
is not included in the table
above but is included in the 2024
Summary
Compensation Table on page
70
and the 2024 Grants of Plan-Based
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ensation
Discussion and Analysis
We intend for our long-term equity incentives to:
•
Tie named executive officers’ long-term financial interests to the Company’s performance and to the long-term
financial interests of shareholders;
•
Retain the named executive officers over the multi-year vesting period; and
•
Maintain market-competitive levels of total compensation.
Ms. Ferris’ 2024 annual long-term incentive award of $15 million was consistent with the total value of long-term
incentive awards she received in 2023. In 2023, her annual long-term incentive award was $12 million, and she received
a supplemental long-term incentive award of $3 million in recognition of the significance of the Company’s enterprise
transformation program and sale of the Worldpay business. The Compensation Committee decided to increase her 2024
annual long-term incentive award to be consistent with the total value of her 2023 long-term incentive awards, based on
her performance as CEO, the extensive effort required to lead the Company’s strategic transformation in 2024, and a
review of relevant peer and market data. This increase brings Ms. Ferris’ annual long-term compensation closer to the
peer group median.
Mr. Kehoe's annual long-term incentive award was his first such annual award. The long-term incentive award he
received in 2023 was a one-time buyout replacement RSU award upon his hire.
The annual long-term incentive awards granted to Mses. Tsai and Williams were each less than the value of their annual
awards in 2023. As noted in the table above, Ms. Tsai received a supplemental one-time
RSU
grant in 2024 in
recognition of her role in leading several strategic initiatives in 2023, including the sale of a majority interest in Worldpay
and the separation of the Worldpay business, and of her temporary assumption of other responsibilities at the CEO’s
request in 2023 and 2024.
Further
details concerning the equity-based awards granted in 2024 to our named executive officers are provided in the
2024 Grants of Plan-Based Awards table and the 2024 Outstanding Equity Awards at Fiscal Year-End table and the
related footnotes.
PSU grants made in 2024
For PSU grants made in 2024, the performance vesting element is based on pre-determined three-year targets for
a
nnual Adjusted Revenue Growth and Adjusted EPS Growth
, with each goal weighted equally.
The PSU grants awarded to Ms. Ferris and Mr. Kehoe also include a TSR modifier that may reduce or increase the
payout determined by Adjusted Revenue Growth and Adjusted EPS Growth performance by 25% based on our relative
TSR performance. The TSR modifier is based on the Company’s cumulative
TSR
performance relative to the SP 500
Index over the three-year performance period. This metric was selected to support strong alignment with the shareholder
experience and long-term value creation and in consideration of the broader mix of performance metrics within the
Company’s executive compensation program.
|
TSR percentile rank relative to SP 500 Index
|
|||
|
25th percentile
|
≥ 25th percentile to 75th
percentile
|
≥ 75th percentile
|
|
|
Modifier:
|
– 25%
|
No Change
|
+ 25%
|
Each performance goal is measured using a constant growth rate approach, with three annual targets established at the
beginning of the three-year performance period — each expressed as a growth rate over the prior year’s actual results
(except that if the growth rate for the prior year exceeded the maximum level, growth for the succeeding year is
measured from the prior year’s maximum level rather than actual results). Performance for each year is tracked and
“banked,” and at the end of the three-year period, the final payout will be the average of the three annual achievements.
The threshold, target, and maximum growth levels were set to align with the Company's long-term plan at the time the
targets were set. Additionally, annual growth rate targets were set to reflect and reward consistent, sustained
improvement, and include a level of stretch designed to motivate our named executive officers to deliver strong
performance while operating within the Company’s established risk framework. The three-year cumulative relative TSR
modifier applicable to Ms. Ferris and Mr. Kehoe further reinforces alignment with shareholder interests by directly linking
payout outcomes to the Company’s performance relative to the SP 500 Index over the full performance period. The
Compensation Committee believes this structure appropriately balances goal-setting discipline, shareholder alignment,
and motivational effectiveness, especially in a dynamic business environment. It will continue to assess the PSU
structure annually to assess whether it remains aligned with the Company’s pay-for-performance philosophy.
Each year,
under the performance vesting element
,
1/3rd of the PSUs may be earned between 0% and 200% of the
target grant amount.
Shares earned remain subject to a service-based cliff vesting requirement, which will be satisfied i
n
February 2027. The PSUs are earned 100% for performance at the target level with 0% earned at the threshold level of
performance and 200% earned at the maximum level of performance. For performance between the threshold and target
levels, and between the target and the maximum levels, the percentage of the target award that is earned is linearly
interpolated. The threshold, target and maximum levels of performance for each metric are shown below under the
heading “2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs.”
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Compensation Discussion and Analysis
We recognize that revenue is used for both the 2024 annual cash incentive program and the 2024 PSUs. However, the
Compensation Committee continued its historical practice of incorporating additional performance measures in order to
strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business
imperatives and
shareholder
returns over both the short-term and long-term horizons. In addition, although the PSUs
measure the rate of Adjusted Revenue Growth annually, the target growth rate for each year was set in advance, at the
time of grant, providing an additional area of divergence from the annual cash incentive program. We believe that
t
ogether
, these annual cash incentive program and the PSUs provide a balanced and effective framework for driving
both annual operational performance and sustained long-term growth.
PSU grants made in 2023
For PSU grants made in 2023, the performance vesting element is based 100% on TSR performance relative to the SP
500 Index using a 3-year cumulative performance period. This metric was selected to support strong alignment with the
shareholder experience and long-term value creation, particularly in the first year of FIS’ transformation, and in
consideration of the broader mix of performance metrics within the Company’s executive compensation program. The
performance vesting target goal was 100% for TSR performance at the 55th percentile, with a threshold of 50% for TSR
performance at the 30th percentile and a maximum of 200% for TSR performance at the 90th or greater percentile. If
absolute TSR for the 3-year period is negative, the vesting level will be capped at target.
PSU grants made in 2022
For PSU grants made in 2022, the performance vesting element was originally based on pre-determined three-year
targets for annual organic revenue growth and annual margin expansion (each weighted 50%), along with a TSR
modifier that compares the Company’s TSR performance to the SP 500 Index each calendar year. However, in early
2024, following the completion of the Worldpay
sale, the Compensation Committee modified the performance goals for
the 2024 performance year under the outstanding 2022 PSUs since the original goals were no longer appropriate after
the sale, as described below.
In substitution for the original performance goals, the Compensation Committee decided to
use the same performance
metrics (Adjusted Revenue Growth and Adjusted EPS Growth, each weighted 50%)
, the
target, threshold and maximum levels of performance, and the corresponding payout levels as it used for 2024
performance year of the PSUs granted in 2024, in order to align incentives with the achievement of the financial and
strategic goals contained in the Company's long-range plan, which reflected the Company's priorities and goals for its
reconfigured business following the completion of the Worldpay
sale.
The Compensation Committee made this change because the prior goals of organic revenue growth and margin
expansion were established when we still owned
Worldpay
and were geared to a business with different growth and
margin characteristics than FIS after the sale. Following the sale, these metrics were no longer deemed
appropriate
measures of performance at that stage of the Company’s strategic
transformation and could no longer be calculated
without modifying the method of calculating performance
.
In modifying the terms of the PSUs, the Compensation
Committee
elected to retain the annual TSR modifier from the
original award terms, by which the number of earned PSUs may be increased or decreased by 15%
based
on the
Company's annual relative TSR performance. The Compensation
Committee
retained the TSR modifier in order to
preserve the link between the payout amount and the shareholder experience.
|
TSR percentile rank relative to SP 500 Index
|
|||
|
25th percentile
|
≥ 25th percentile to 75th
percentile
|
≥ 75th percentile
|
|
|
Modifier:
|
-15%
|
No Change
|
+15%
|
B
ased
on the Company’s performance against the performance goals in each year, 1/3rd of the PSUs were eligible to
vest based on performance, with vesting ranging from 0% and 200% of the target grant amount in each year. The
performance vesting target goal was 100% with a threshold of 50% and a maximum of 200%. For performance between
the threshold and target levels, and between the target and maximum levels, the percentage of the target award that is
determined to satisfy the performance vesting element is linearly interpolated.
Following the satisfaction of the performance vesting element, the PSUs
remained
subject to a service-based cliff
vesting requirement, which was satisfied on February 28, 2025, the third anniversary of the grant date.
Restricted Stock Units
The RSUs are subject to a service-based vesting requirement, whereby each grant vests on an annual ratable basis over
a three-year period from the anniversary date of the grant. Dividends are not paid on RSUs unless and un
til the
RSUs vest.
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Comp
ensation
Discussion and Analysis
2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs
As
noted above, 2024 Adjusted Revenue Growth and Adjusted EPS Growth are the primary metrics that determine the
first-year payout level for the 2024 PSUs and, following the sale of the majority stake of Worldpay, the third-year payout
level for the 2022 PSUs, with the formulaic payout level being multiplied by a specified percentage determined based on
our relative TSR to increase or decrease that payout in some cases. In the following table, we explain how we calculated
the Adjusted Revenue Growth and Adjusted EPS Growth metrics used in the 2024 PSUs and the final year of the 2022
PSUs and why we use
them.
|
Performance measure
(1)
|
How calculated
|
Reason for use
|
|
Adjusted Revenue
Growth Metric
|
The year-over-year percentage increase of GAAP
Revenue as reported in the Company’s Annual Report
on Form 10-K, adjusted to eliminate the effects from
fluctuations in foreign currency exchange rates by
applying prior-period foreign currency exchange rates
to current-period revenue and to exclude revenue from
our Corporate and Other Segment.
|
Adjusted Revenue Growth is a key
metric that measures how the
Company is executing in growing its
current business and generating
new business.
|
|
Adjusted EPS
Growth Metric
|
The year-over-year percentage increase of Adjusted
Net Earnings per share (EPS) from continuing
operations, as reported in the Company’s quarterly
earnings. Adjusted Net Earnings excludes the effect of
purchase price amortization, as well as certain costs
that do not constitute normal, recurring, cash
operating expenses necessary to operate our
business. Adjusted EPS reflects Adjusted Net
Earnings, as defined above, divided by weighted
average diluted shares outstanding.
|
Adjusted EPS Growth is the key
profit metric that measures how the
Company is executing across all
business drivers, including revenue
growth, margin expansion and
below the line items. It is one of the
key measures used by investors to
value companies.
|
(1)
In accordance with the terms of our equity plan, criteria may be further adjusted for unusual or non-recurring items as well as other corporate events
impacting the Company.
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The following table
sets forth the performance grid established in January 2024 applicable to the first year of the 2024
PSUs and the third year of the
2022
PSUs
, as well as actual performance for 2024.
The
performance resulted in 150% of
the target shares being earned overall, before application of the relative TSR modifier (if any) as further described below.
2024 PSUs and 2022 PSUs - Performance Goals and Results for 2024 Performance
Year
|
Adjusted Revenue Growth Metric
(50% Weight)
|
Adjusted EPS Growth Metric
(50% Weight)
|
||
|
Performance Goals and
Results ($ in millions)
|
|
|
|
|
Calculation
(Weight x % Earned)
|
50%
|
100%
|
The performance goals established in January 2024 were (i) set based on the Company’s long-range plan and other
information available at that time and (ii) consistent with the full year guidance for 2024 that was communicated to our
shareholders on February 26, 2024. Throughout 2024, the Company achieved greater Adjusted EPS growth than
projected in the long-range plan, as reflected in our quarterly results and the sequential increases in our guidance to
investors announced in May, August and November 2024. The principal drivers of the outperformance included a
reduction in the Company’s expected 2024 average income tax rate, reduced interest expense as a result of the rapid
deployment of the proceeds from the sale of the majority interest in Worldpay, and a refinement in the expected earnings
contribution from the Worldpay equity method investment, all of which reflected dynamic changes in the business
environment that were beyond the Company's expectations when the PSU goals were set.
The level of Adjusted
Revenue and Adjusted EPS (up to the maximum level of performance) achieved in each year during the three-year
performance period becomes the baseline for measuring the growth in the next year. As a result, the impact of the
Adjusted EPS outperformance in 2024 will be counterbalanced in future years, since
the
rigor of the Adjusted EPS goal
for 2025 and 2026 will be greater as a result of the 2024 outperformance than if the Adjusted EPS growth had reached
the target level in 2024.
2024 PSUs
:
The 2024 PSUs awarded to the NEOs other than the CEO and CFO did not include a relative TSR modifier,
and accordingly the payout for those NEOs with respect to the 2024 performanc
e
year was 150% of the target amount,
as shown in the table above. For the CEO and CFO, the relative TSR modifier will be applied at the end of the three-year
performance period based on cumulative relative TSR over the entire three-year period.
As a result, the ultimate payout
of their 2024 PSUs with respect to the
2024 performance year
cannot be calculated at this time.
Consistent with the
Company’s historical design, the 2024 tranche of 2024 PSUs remains subject to time-based vesting through February
28,
2027
.
2022 PSUs
:
For the 2022 PSUs, our TSR performance for 2024 relative to the SP 500 Index resulted in an increase of
+15% applied to the
amount earned based on Adjusted Revenue Growth and Adjusted EPS Growth performance,
resulting in a total payout of 172.5% of the target amount for the 2024 performance year.
One-third
of the 2022 PSUs
were earned at 72.3% based on results for the 2022 performance year, one-third were earned at 0% based on results for
the 2023 performance year, and one-third were earned at 172.5% based on results for the 2024 performance year,
resulting in a total of 81.6% of the overall target number of shares being earned. Based on our stock price performance
from the grant date to February 28, 2025 (the vesting date
),
the aggregate value of the 2022 PSUs that were earned
equaled approximately 60.9
%
of the initial target value at the grant date. Any earned 2022 PSUs remained subject to
time-based cliff vesting on the third anniversary of the grant date.
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Comp
ensation
Discussion and Analysis
2023
PSUs – Accrual Based on Performance Through
2024
The PSUs granted in 2023 use a single three-year performance period and are earned based on the Company’s
cumulative total shareholder return compared to the SP 500 Index. Based on the Company’s TSR compared to the
SP 500 Index through the first two years of the performance period, the PSUs were tracking to be earned at less than
target amount as of December 31, 2024.
Stock Ownership Guidelines
We have formal stock ownership guidelines for all corporate executive officers, including our named executive officers,
and members of our Board, to require these individuals to hold a multiple of their base salary (or annual retainer in the
case of our directors) in our common stock. Under our stock ownership guidelines, only fully vested shares and shares
that have been deferred under our Board equity deferral plan, but would have otherwise vested, are counted toward
meeting the stock ownership guidelines. In addition, executive officers must hold 50% of all equity awards from the date
of vesting until such time as the officer’s total equity holdings satisfy the stock ownership guidelines. Each new
corporate executive officer and director has four years to meet the guidelines.
The guidelines are as follows:
|
Position
|
Minimum Aggregate Stock Ownership Target
|
|
Chief Executive Officer and President
|
10x base salary
|
|
Chief Financial Officer
|
3x base salary
|
|
All Other Corporate Executive Officers
|
2x base salary
|
|
Members of the Board
|
5x annual cash retainer
|
Each of our executive officers met the stock ownership guidelines as of December 31, 2024 or were in the four-year
transition period to satisfy the stock ownership guidelines.
Hedging and Pledging Policy
Our Board previously adopted a hedging and pledging policy that prohibits our executive officers and directors from
engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative
transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate
conduct, or pledging them as collateral for loans. This policy prohibits directors and executive officers from purchasing
securities or other financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to
hedge or offset, any decrease in the market value of equity securities granted as compensation, or held directly or
indirectly by the executive officer or director. None of our shares held by our current directors and executive officers
have been hedged or pledged.
Clawback Policy
Our
Compensation Committee previously adopted a policy to recover cash and equity incentive-based compensation
from our executive officers if we are required to prepare an accounting restatement due to material noncompliance with
financial reporting requirements, including an act of fraud or willful misconduct that caused the need for an accounting
restatement, and the incentive-based compensation paid during the preceding three-year period would have been lower
had the compensation been based on the restated financial results. In 2023, the Company adopted a clawback policy to
comply with the final NYSE rules issued in 2023 to implement the compensation recovery requirements under the
Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition to these policies, our annual cash incentive
program gives our Compensation Committee complete discretion to reduce or eliminate annual incentives that have not
yet been
paid
.
For details regarding the Company’s recovery of erroneously awarded compensation for 2023, see “Executive
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Securities Trading
Policy
Our Board
has
adopted
a securities trading policy (the “Securities Trading Policy”) governing the purcha
se, sale
and
other dispositions of Company securities by our directors, officers and other team members, that is designed to promote
compliance with insider trading laws, rules and regulations and any NYSE listing standards applicable to us. The
Securities Trading Policy prohibits our directors, officers and other team members from trading in Company securities
while in possession of material, non-public information. In addition, the Securities Trading Policy prohibits our directors,
officers and certain covered persons (e.g., finance and accounting, audit and legal team members) from trading in
Company securities during certain blackout periods and requires such persons to obtain pre-clearance from the Chief
Legal Officer prior to any purchase or sale of Company securities. The foregoing summary of the Securities Trading
Policy does not purport to be complete and is qualified by reference to the Securities Trading Policy, a copy of which
was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In
addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal
securities laws and any applicable NYSE listing standards.
Equity Grant Procedures
public information based on equity grant dates for the purpose of affecting the value of any award granted to a named
executive officer. We also do not take material, non-public information into account when determining the timing and
during our
open trading window following the release of our prior year results
. We generally grant annual equity awards
to our non-employee directors following the annual meeting. During 2024, none of our named executive officers were
granted any stock options to purchase shares of our common stock.
401(k) Plan
We sponsor a defined contribution savings plan that is intended to be qualified under Section 401(a) of the Internal
Revenue Code. The plan contains a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code.
Participating employees may contribute up to 40% (highly compensated employees are limited to 15%) of their eligible
compensation, but not more than statutory limits (generally $23,000 in 2024).
We contribute an amount equal
to 50% of
each participant’s voluntary contributions under the plan, up to a maximum of 6% of eligible compensation (up to
$10,350 in 2024) for each participant. Participants may direct the trustee to invest funds in any investment option
available under the plan. A participant may receive the value of their vested account balance upon termination of
employment. FIS stock is not an investment option available under the plan. A participant is always 100% vested in their
voluntary contributions. Vesting in matching contributions occurs on a pro rata basis over an employee’s first three years
of employment with the Company. We do not offer pensions or supplemental executive retirement plans for our named
executive officers.
Qualified Retirement Equity Program
In 2021, the Company established a Qualified Retirement Equity Program (the “Program”) to facilitate an orderly
succession for long-tenured employees across all levels of the Company, including increased notice periods, and to
reduce the ability for qualifying retirees to compete against the Company or solicit FIS employees after termination.
The Program is a benefit available to holders of Company equity awards and participants in the ESPP who, in each
case, satisfy certain eligibility and notice requirements. Effective January 30, 2024, the Company amended and
restated the Program. As amended, the Program provides for (i) pro rata vesting of certain qualifying unvested equity
awards and continued receipt of the Company ESPP match under the ESPP following retirement for participants
who meet certain eligibility requirements, and (ii) continued vesting of certain qualifying unvested equity awards a
nd
continued receipt of the Company ESPP match under the ESPP following retirement
for participants who meet more
rigorous eligibility requirements.
Under the Program as amended, upon providing the proper advance written notice of their intent to retire, a pro rata
portion (based on the portion of the vesting period worked) of an eligible participant’s eligible unvested equity awards will
not be forfeited upon a Qualified Early Retirement, but will vest in accordance with the terms of their respective grant
agreements, contingent upon continued compliance with the restrictive covenants in the grant agreements and
execution of a release of claims. Similarly, upon providing the proper advance written notice of their intent to retire,
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Comp
ensation
Discussion and Analysis
eligible participants in the ESPP who meet the criteria for a Qualified Early Retirement will continue to vest and receive
the quarterly Company ESPP match under the ESPP following a Qualified Early Retirement for all ESPP contributions
previously made by the eligible participant in the final 12-month period of the participant’s employment.
A “Qualified Early Retirement” means an employee who has accumulated a minimum of 65 points based upon age plus
years of service (one point per year, measured in whole years). Generally, the minimum age for a Qualified Early
Retirement is 55 years old, and the minimum years of service is 5 years.
Under the Program as amended, upon providing the proper advance written notice of their intent to retire, an eligible
participant’s eligible unvested equity awards will not be forfeited upon a Qualified Full Retirement, but will continue to
vest in accordance with the terms of their respective grant agreements, contingent upon continued compliance with the
restrictive covenants in the grant agreements and execution of a release of claims. Similarly, upon providing the proper
advance written notice of their intent to retire, eligible participants in the ESPP who meet the criteria for a Qualified Full
Retirement will continue to vest and receive the quarterly Company ESPP match under the ESPP following a Qualified
Full Retirement for all ESPP contributions previously made by the eligible participant in the final 12-month period of the
participant’s employment. A “Qualified Full Retirement” means an employee who has accumulated a minimum of 75
points based upon age plus years of service (one point per year, measured in whole years). Generally, the minimum age
for a Qualified Full Retirement is 60 years old, and the minimum years of service is 15 years.
Deferred Compensation Plan
We provide our U.S. based named executive officers, as well as other key employees, with the opportunity to defer
receipt of their compensation under a non-qualified deferred compensation plan. Participants may elect to defer up to
65% of their base salary and 75% of bonuses and/or commissions on a pre-tax basis. A description of the plan and
information regarding our named executive officers’ interests under the plan can be found in the 2024 Nonqualified
Deferred Compensation table and accompanying narrative.
Executive Severance Plan
The Company adopted the Fidelity National Information Services, Inc. U.S. Executive Severance Plan (the “Severance
Plan”) effective as of September 1, 2024, to provide severance protection to certain executive officers and other key
employees of the Company (or its affiliate) who are designated as participants by written notice pursuant to the
Severance Plan (the “Participants”). For an executive officer of the Company to be a Participant, the Severance Plan
requires designation by our Board or the Compensation Committee.
The Severance Plan will continue until terminated in
accordance with the provisions of the Severance Plan, subject to certain limitations set forth therein.
Pursuant to the Severance Plan, in the event of a “Qualifying Termination” (as defined in the Severance Plan), subject to
the Company’s receipt of an effective release of claims from the Participant, a Participant would be entitled to receive:
(i) a lump sum severance payment equal to one times (1x) the sum of their base salary and target annual incentive
compensation for the fiscal year in which the termination occurs (or two times (2x) such sum (a) if the termination occurs
within three months before, or 24 months after, a “Change in Control” (as defined in the Company’s 2022 Omnibus
Incentive Plan) (the “Change in Control Protection Period”) or (b) in the case of a Participant who is the Company’s Chief
Executive Officer (a “CEO Participant”)); (ii) a pro-rated annual incentive compensation plan payout for the fiscal year in
which the termination occurs, based on actual performance for the entire fiscal year (but not subject to any discretion
related to individual performance goals), prorated for the number of full months worked (or a pro-rated target annual
incentive compensation plan payout for the fiscal year in which the termination occurs, prorated for the number of full
months worked, if the termination occurs during the Change in Control Protection Period); (iii) to the extent unpaid, any
annual incentive compensation payable for the fiscal year preceding the date of the termination; and (iv) a lump sum
cash payment equal to 12 monthly medical and dental COBRA premiums (or 18 months of such premiums (a) if the
termination occurs during the Change in Control Protection Period or (b) in the case of a CEO Participant). For
Participants other than a CEO Participant (such Participants, “Executive Officer Participants”), however, in the event of a
termination of their employment by the Company directly related to work performance (“Performance Termination”)
outside the Change in Control Protection Period, subject to the Company’s receipt of an effective release of claims from
such Executive Officer Participant, severance benefits under the Severance Plan will consist of (x) a severance payment
equal to one-half times (.5x) their base salary, (y) a lump sum cash payment equal to six monthly medical and dental
COBRA premiums, and (z) any earned but unpaid annual bonus payments relating to the prior calendar
year. In
establishing the benefits payable under the Severance Plan, the Compensation Committee considered the findings of a
survey of market practice for similar plans performed by its independent compensation consultant.
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The severance benefits under the Severance Plan are subject to the Participant’s compliance with certain non-competition
and non-solicitation obligations during the Participant’s employment and one year thereafter and confidentiality and non-
disparagement obligations.
Employee Stock Purchase Plan
We currently sponsor the Fidelity National Information Services, Inc. Employee Stock Purchase Plan, through which our
employees can purchase shares of our common stock on an after-tax basis through payroll deductions and through
matching employer contributions. Participants may elect to contribute between 3% and 15% of their salary into the
ESPP through payroll deduction. In the month following the end of each calendar quarter, we make a matching
contribution to the account of each participant who has been continuously employed by us or a participating subsidiary
for the last four calendar quarters. During 2024, matching contributions were equal to 20% of employee contributions
made during the year-ago quarter. The matching contributions, together with the employee deferrals, are used to
purchase shares of our common stock on the open market with no discount.
Health and Welfare Benefits
We sponsor various broad-based health and welfare benefit plans for our employees.
Our named executive officers participate in the same benefit plans as our other employees. All employees in the United
States, including our named executive officers, are eligible to participate in our health and welfare plans, as well as our
401(k) plan and ESPP.
Other Benefits
We provide limited special benefits to our named executive officers. In general, the benefits provided are intended to
help our named executive officers be more productive and efficient and to protect us and the executives from certain
business risks and potential threats. For safety and efficiency purposes in 2024, certain of our named executive officers
received personal use of the corporate air transportation. Further detail regarding executive perquisites in 2024 can be
found in the 2024 Summary Compensation Table under the column All Other Compensation and the related footnote.
Post-termination Compensation and Benefits
We have entered into employment agreements with several of our named executive officers,
to protect our legitimate
business interests, as well as to protect the executives in
certain
termination events. D
escriptions of the material terms of
all of the agreements can be found in the narrative following the Grants of Plan-Based Awards table and in the Potential
Payments Upon Termination or Change in Control section
.
As a consequence of the appointment of Mr. Toohey as Chief
People Officer, Ms. Williams received certain severance payments and benefits in connection with her termination for
good reason under her employment agreement (see “
Potential Payments Upon Termination or Change in Control”
).
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K with management, and based on such review and discussion, the Compensation Committee
recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual
Report on Form 10-K and this Proxy Statement.
Compensation Committee
Gary L. Lauer (Chair)
Mark D. Benjamin
Jeffrey A. Goldstein
Kenneth T. Lamneck
James B. Stallings, Jr.
|
70
|
FIS Global
|
|
Executive Compensation
The following table sets forth information regarding the cash and non-cash compensation earned by and awarded to our
named executive officers in 2024 and, to the extent required by SEC disclosure rules, in 2023 and 2022.
2024 Summary Compensation
Table
|
Name and
Position
|
Fiscal
Year
|
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
($)
(2)
|
Option
Awards
($)
|
Non-Equity
Incentive
Earnings
($)
(3)
|
All Other
Compensation
($)
(4)
|
Total
($)
(4)
|
|
Stephanie L. Ferris
Chief Executive Officer
and President
|
2024
|
1,200,000
|
–
|
17,571,281
|
–
|
2,301,600
|
170,604
|
21,243,485
|
|
2023
|
1,000,000
|
–
|
9,005,347
|
6,479,998
|
2,856,220
|
92,177
|
19,433,742
|
|
|
2022
|
783,333
|
–
|
12,922,017
|
1,999,990
|
–
|
125,524
|
15,830,864
|
|
|
James Kehoe
Corporate Executive
Vice President and
Chief Financial Officer
(5)
|
2024
|
975,000
|
–
|
6,312,006
|
–
|
1,402,538
|
10,350
|
8,699,894
|
|
2023
|
355,469
|
1,700,000
|
9,999,986
|
–
|
761,056
|
35,586
|
12,852,097
|
|
|
Firdaus Bhathena
Chief Technology
Officer
|
2024
|
700,000
|
–
|
3,431,975
|
–
|
872,690
|
10,350
|
5,015,015
|
|
Caroline Tsai
Corporate Executive
Vice President and
Chief Legal
Corporate Affairs
Officer Corporate
Secretary
(6)
|
2024
|
665,000
|
–
|
5,639,221
|
–
|
863,042
|
10,350
|
7,177,613
|
|
2023
|
630,000
|
250,000
|
2,876,455
|
1,755,008
|
1,169,622
|
10,817
|
6,691,902
|
|
|
2022
|
527,083
|
2,500,000
|
3,905,643
|
937,504
|
–
|
149,089
|
8,019,319
|
|
|
L. Denise Williams
Former Corporate
Executive Vice
President and Chief
People Officer
|
2024
|
600,000
|
–
|
3,691,943
|
–
|
690,480
|
2,664,314
|
7,646,737
|
|
2023
|
587,500
|
–
|
2,876,455
|
1,755,008
|
1,006,993
|
9,900
|
6,235,856
|
|
|
2022
|
556,250
|
800,000
|
4,064,680
|
562,494
|
–
|
9,867
|
5,993,291
|
(1)
Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into our 401(k) plan, ESPP or
non-qualified deferred compensation plans.
(2)
Amounts
represent the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718 with respect to all named executive
officers. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s consolidated financial statements for the
year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2025. Stock awards in
2024 consisted of performance-based restricted stock units and time-based restricted stock units. The amount for Ms. Tsai in 2024 includes a one-
time supplemental grant of 21,692
RSUs
as described in the Compensation Discussion and Analysis under "Long-Term Equity Incentives”.
In
addition,
amounts reported in this column include the incremental fair value attributable to the modification of the performance goals for the 2024 performance
year of the PSUs granted in 2022. As described in the Compensation Discussion and Analysis under “Long-Term Equity Incentives,” in early 2024,
following the completion of the Worldpay sale, the Compensation Committee modified the performance goals for the 2024 performance year under the
outstanding 2022 PSUs, since the prior goals of organic revenue growth and margin expansion were established when the Company still owned
Worldpay and were geared to a business with different growth and margin characteristics than FIS after the sale. Following the sale, these metrics
were no longer deemed
appropriate
measures of performance at that stage of the Company’s strategic transformation and could no longer be
calculated without modifying the method of calculating performance. The modification replaced the prior goals with the goals contained in the PSUs
granted in 2024 (while retaining the rTSR modifier from the original award terms), in order to align incentives with the achievement of the financial and
strategic goals contained in the Company's long-range plan, which reflected the Company's priorities and goals for its reconfigured business following
the completion of the Worldpay sale.
The
incremental fair value attributable to this modification is $1,791,262 for Ms. Ferris,
$499,263 for Ms. Tsai and
$571,940 for Ms. Williams. Aggregate grant date fair value for performance stock units is based on target performance, which was the probable
outcome of the performance conditions as of the grant date. The aggregate grant date fair value of the performance stock unit
grants
(including the
modification of the 2022 PSUs, in the case of Mses. Ferris, Tsai and Williams) assuming the maximum performance level would be: $28,494,931 for
Ms. Ferris, $9,749,977 for Mr. Kehoe, $3,299,976 for Mr. Bhathena, $4,648,263 for Ms. Tsai, and $4,315,465 for Ms. Williams.
(3)
Amounts for 2024 represent the annual incentive award payment earned
at 95.9% of target. For additional information on “
2024”
annual incentive
program and individual awards, see
“2024 Grants of Plan-Based Awards Table”
and the Compensation Discussion and Analysis.
Amounts reported for
2023 reflect reduction for clawbacks in the following amounts: $1,780 for Ms. Ferris, $474 for Mr. Kehoe, $729 for Ms. Tsai, and $628 for Ms. Williams.
(4)
Each
of the NEOs received a 401(k)
matching contribution from the Company
of $10,350. Ms. Ferris used the corporate aircraft for personal use for a
total expense of $160,254. The calculation of incremental cost of personal aircraft usage is based on estimated variable costs to the Company,
i
ncluding fuel costs, landing fees, away hanger space, deicing, international fees, maintenance, crew overnight expenses and catering. The Board
authorizes Ms. Ferris to utilize private air travel when it is determined to be the most practical option given the demands of her schedule, her
responsibilities as CEO, and evolving security considerations
.
For
Ms. Williams
such other compensation
includes a severance payment of $2,653,964
payabl
e
for termination for Good Reason in
accordance with the terms of her employment
agreement
. This amount does not include the $690,480
payable to Ms. Williams under our annual cash incentive plan, which is reported in the Non-Equity Incentive Compensation column. See "Potential
Payments Upon Termination or Change in Control" on page
76
for additional information regarding the severance payment to Ms. Williams.
(5)
Mr. Kehoe was appointed as our Corporate Executive Vice President and Chief Financial Officer on August 21, 2023.
(6)
Ms. Tsai’s base salary and bonus for 2024 reflects her base salary and bonus increase effective July 1, 2024.
|
|
2025 Proxy Statement
|
71
|
Executive Compensation
2024 Grants of Plan-Bas
ed
A
w
a
rds
|
(a) Name
|
(b) Grant
Date/Plan
(1)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(2)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(3)
|
(i) All Other
Stock
Awards:
Number of
Securities
Underlying
Stock Units
(#)
(4)
|
(m) Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(5)
|
||||||
|
(c)
Threshold
($)
|
(d)
Target
($)
|
(e)
Maximum
($)
|
(f)
Threshold
(#)
|
(g)
Target
(#)
|
(h)
Maximum
(#)
|
||||||
|
Stephanie
L. Ferris
|
03/08/2024
|
–
|
–
|
–
|
–
|
140,998
|
352,495
|
–
|
10,530,013
|
||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
75,922
|
5,250,006
|
|||
|
03/08/2024
|
(6)
|
–
|
–
|
–
|
–
|
25,904
|
59,579
|
–
|
1,791,262
|
||
|
Annual
Incentive
|
120,000
|
2,400,000
|
4,800,000
|
–
|
–
|
–
|
–
|
–
|
|||
|
James
Kehoe
|
03/08/2024
|
–
|
–
|
–
|
–
|
56,399
|
140,998
|
–
|
4,211,990
|
||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
30,369
|
2,100,016
|
|||
|
Annual
Incentive
|
73,125
|
1,462,500
|
2,925,000
|
–
|
–
|
–
|
–
|
–
|
|||
|
Firdaus
Bhathena
|
03/08/2024
|
–
|
–
|
–
|
–
|
23,861
|
47,722
|
–
|
1,781,987
|
||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
23,861
|
1,649,988
|
|||
|
Annual
Incentive
|
45,500
|
910,000
|
1,820,000
|
–
|
–
|
–
|
–
|
–
|
|||
|
Caroline
Tsai
(6)
|
03/08/2024
|
–
|
–
|
–
|
–
|
25,307
|
50,614
|
–
|
1,889,977
|
||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
25,307
|
1,749,979
|
|||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
21,692
|
1,500,002
|
|||
|
03/08/2024
|
(6)
|
–
|
–
|
–
|
–
|
7,220
|
16,606
|
–
|
499,263
|
||
|
Annual
Incentive
|
44,997
|
899,940
|
1,799,880
|
–
|
–
|
–
|
–
|
–
|
|||
|
L. Denise
Williams
|
03/08/2024
|
–
|
–
|
–
|
–
|
21,692
|
43,384
|
–
|
1,620,002
|
||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
21,692
|
1,500,002
|
|||
|
03/08/2024
|
(6)
|
–
|
–
|
–
|
–
|
8,271
|
19,023
|
–
|
571,940
|
||
|
Annual
Incentive
|
36,000
|
720,000
|
1,440,000
|
–
|
–
|
–
|
–
|
–
|
|||
(1)
Awards with a grant date of March 8, 2024 were approved by the
Compensation
Committee on January 30, 2024.
(2)
With respect to the annual incentives, the amounts shown in column (c) reflect the minimum payment level, which is
5%
of the target amount shown in
column (d) further weighted based on plan metrics, and the amounts shown in column (e) represent the maximum payout, which is 200% of the
amount in column (d).
(3)
Except as noted in footnote (6), f
or
the named executive officers other than Ms. Ferris and Mr. Kehoe, the amounts shown in column (g) reflect the
target amount 2024 PSUs (grant date fair value equal to 108% of the closing stock price of $69.15 per share), the amounts shown in column (f) reflect
the threshold number of PSUs, which is 0% of the target amount shown in column (g), and the amounts shown in column (h) reflect the maximum
payout, which is 200% of the target amount shown in column (g). Under the March 8, 2024 PSU awards, the earned shares vest in full after three years
based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth. For Ms. Ferris and Mr. Kehoe, the amounts shown in
column (g) reflect the target amount of performance-based restricted stock units granted to them under the 2022 Omnibus Plan on March 8, 2024
(grant date fair value equal to 108% of the closing stock price of $69.15 per share), the amounts shown in column (f) reflect the threshold number of
PSUs as adjusted with a -25% TSR modifier, which is 0% of the target amount shown in column (g), and the amounts shown in column (h) represent
the maximum payout as adjusted with a +25% TSR modifier, which is 250% of the amount in column (g). Under the March 8, 2024 PSU awards, the
earned shares vest in full after three years based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth as modified
based on the Company's relative TSR performance against the SP 500 Index at the end of the three years
.
(4)
The amounts shown in column (i) reflect the number of time-based restricted stock units granted to each named executive officer under the 2022
Omnibus Plan on March 8, 2024 (grant date fair value is $69.15 per share). The shares vest ratably over three years.
(5)
The amounts shown in column (m) represent the aggregate of the grant date fair value of each award computed in accordance with FASB ASC Topic
718, assuming no forfeitures, and are based upon the following per share grant date fair values:
March 8, 2024 performance stock units (
$69.15)
and
March 8, 2024 time-based restricted stock units ($69.15). For the awards which are subject to performance-based conditions as described in the
footnotes above, the amounts shown in column
(m)
reflect estimates of the probable outcome of the performance conditions judged as of the time
of grant.
(6)
For Mses. Ferris, Tsai and Williams, the amounts shown in column (g) also reflect the target number of PSUs
subject to payout based on the
modification on March 8, 2024 of the performance goals for the 2024 performance year of
the
PSUs granted in 2022 (incremental modification fair
value equal to 100% of the closing stock price of $69.15 per share), the amounts shown in column
(f)
also reflect the threshold number of PSUs, as
adjusted with a -15% TSR modifier which is 0% of the amount shown in column (g), and the amounts shown in column (h) reflect the maximum payout
as adjusted with a +15% TS modifier, which is 230% of the amount shown in column (g).
The
amounts reported on this line represent
the incremental
fair value resulting from the
modification of the performance criteria for the 2024 performance year of the PSUs granted in 2022. The SEC's disclosure
rules require us to report the modification in this table as if it were a new
grant. The Compensation Committee approved the modification on
January 30, 2024.
(7)
Ms. Tsai's annual bonus target in column (d) is a prorated amount reflecting her different base salary and target bonus percentages in effect during
2024, namely (x) a base salary of $630,000 and target bonus of 130% for the period January 1 through June 30 and (y) a base salary of $700,000 and a
target bonus of 140% for the period July 1 through December 31.
|
72
|
FIS Global
|
|
Executive Compensation
Narrative Discussion for Summary Compensation Table
and Grants of
Plan-Based
Awards Table
Employment Agreements
We have entered into employment agreements with a limited number of our senior executives, including our named
executive officers, with the exception of Firdaus Bhathena who
is a Participant
under our Severance Plan. Additional
information regarding post-termination benefits provided under these employment agreements can be found in the
“Potential Payments Upon Termination or Change in Control” section. The following descriptions are based on the terms
of the agreements as of December 31, 2024.
Stephanie L. Ferris
We entered into a three-year employment agreement with Ms. Ferris, dated October 17, 2022, to serve as our President
and Chief Executive Officer which became effective on December 16, 2022, with a provision for automatic annual
extensions after the initial two-year period unless either party provides timely notice that the term should not be
extended. Under the terms of the agreement, Ms. Ferris’ annual base salary for 2024 was $1,200,000 and her annual
bonus target was 200% of base salary, with higher or lower amounts payable depending on performance relative to
targeted results. Ms. Ferris is entitled to receive annual equity grants (if made to executive officers of the Company in the
ordinary course of business and approved by the Compensation Committee) with a minimum fair value of $12,000,000.
In addition to cash and equity compensation, Ms. Ferris and her eligible dependents are entitled to medical and other
insurance coverage we provide to our other top executives as a group. In addition, Ms. Ferris’ employment agreement
contains provisions related to the payment of benefits upon certain termination events.
James Kehoe
We entered into a three-year employment agreement with Mr. Kehoe, effective July 20, 2023, to serve as our Executive
Vice President and Chief Financial Officer, with a provision for automatic annual extensions after the initial two-year
period unless either party provides timely notice that the term should not be extended. Mr. Kehoe’s annual base salary
for 2024 was $975,000 and his annual bonus target was 150% of base salary, with higher or lower amounts payable
depending on performance relative to targeted results. Mr. Kehoe is entitled to receive annual equity grants (if made to
executive officers of the Company in the ordinary course of business and approved by the Compensation Committee)
with a minimum fair value of $6,000,000. Pursuant to his employment agreement, Mr. Kehoe received a one-time cash
signing bonus of $1,200,000 and a cash relocation bonus (contingent upon his relocation to Jacksonville) of $500,000,
plus reimbursement of his relocation expenses. However, if Mr. Kehoe voluntarily terminates his employment other than
for good reason within 24 months following his employment commencement date, Mr. Kehoe must repay a pro rata
amount of the signing bonus and relocation bonus based on the percentage of time he was not employed by the
Company in the first 24 months of the employment term. In addition to cash and equity compensation, Mr. Kehoe and
his eligible dependents are entitled to medical and other insurance coverage we provide to our other top executives as a
group. Mr. Kehoe’s employment agreement contains provisions related to the payment of benefits upon certain
termination events.
Firdaus Bhathena
We have not entered into an employment agreement with Mr. Bhathena; however, he is a Participant under our
Severance Plan as described in “Compensation Discussion and Analysis – Compensation Process
–
Executive
Severance Plan.”
|
|
2025 Proxy Statement
|
73
|
Executive Compensation
Caroline Tsai
We entered into a three-year employment agreement with Ms. Tsai, effective February 7, 2022, to serve as our Executive
Vice President and Chief Legal Officer, with a provision for automatic annual extensions after the initial two-year period
unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Ms.
Tsai's annual base salary for 2024 was $630,000 through June 30, and $700,000 thereafter, and her annual bonus target
was 130% of base salary for the period January 1 through June 30, and 140% of base salary for the period July
1
through
December 31, with higher or lower amounts payable depending on performance relative to targeted results. Ms.
Tsai and her eligible dependents are entitled to medical and other insurance coverage we provide to our other top
executives as a group. Ms. Tsai’s employment agreement contains provisions related to the payment of benefits upon
certain termination events.
L. Denise Williams
We entered into a three-year employment agreement with Ms. Williams, effective February 1, 2018, to serve as our
Executive Vice President and Chief People Officer, with a provision for automatic annual extensions after the initial
two-year period unless either party provides timely notice that the term should not be extended. Ms. Williams’
annual base salary for 2024 was $600,000 and her annual bonus target was 120% of base salary, with higher or lower
amounts payable depending on performance relative to targeted results. In addition to cash and equity compensation,
Ms. Williams and her eligible dependents are entitled to medical and other insurance coverage we provide to our other
top executives as a group. Ms. Williams’ employment agreement contains provisions related to the payment of benefits
upon certain termination events.
Ms. Williams served as Executive Vice President, Chief People Officer through December 31, 2024. As a result of Mr.
Toohey becoming our Chief People Officer on January 1, 2025, Ms. Williams received certain severance payments and
benefits in connection with her terminatio
n
for g
ood reason
under her employment agreement (see
“Potential Payments
Upon Termination or Change in Control”
).
Other Plans and
Benefits
We also provide our named executive officers with limited special benefits and perquisites, as discussed in the
Compensation Discussion and Analysis section and in the 2024 Summary Compensation Table under the column All
Other Compensation and the related footnote. More information about these programs can be found in the
Compensation Discussion and Analysis section.
|
74
|
FIS Global
|
|
Executive Compensation
2024 Outstanding Equity Awards at Fiscal Year-end
The following table sets forth information concerning unexercised stock options, stock that has not vested and other
equity incentive plan awards for each named executive officer outstanding as of
December 31, 2024
:
|
(a) Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested(#)
(2)
|
Value of
Time-based
Awards($)
(3)
|
Equity
Incentive
Plan Awards;
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
(4)
|
Equity
Incentive
Plan Awards;
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested or
distributed
($)
(7)
|
|||
|
Stephanie
L. Ferris
|
09/03/2021
|
58,230
|
–
|
125.39
|
09/03/2028
|
–
|
–
|
–
|
–
|
|||
|
02/28/2022
|
64,040
|
32,021
|
95.23
|
02/28/2029
|
68,998
|
5,572,968
|
–
|
–
|
||||
|
02/28/2023
|
49,689
|
99,379
|
72.88
|
02/28/2030
|
44,185
|
3,568,822
|
68,171
|
(5)
|
5,506,172
|
|||
|
02/28/2023
|
55,512
|
111,026
|
79.21
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
02/28/2023
|
58,584
|
117,169
|
82.38
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
03/08/2024
|
–
|
–
|
–
|
–
|
146,421
|
11,826,424
|
187,998
|
(6)
|
15,184,598
|
|||
|
James
Kehoe
|
08/24/2023
|
–
|
–
|
–
|
–
|
90,449
|
7,305,566
|
–
|
–
|
|||
|
03/08/2024
|
–
|
–
|
–
|
–
|
58,568
|
4,730,537
|
75,200
|
(6)
|
6,073,904
|
|||
|
03/08/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||
|
Firdaus
Bhathena
|
05/24/2023
|
13,503
|
27,007
|
72.88
|
05/24/2030
|
13,802
|
1,114,788
|
15,379
|
(5)
|
1,242,162
|
||
|
05/24/2023
|
15,196
|
30,394
|
79.21
|
05/24/2030
|
–
|
–
|
–
|
–
|
||||
|
05/24/2023
|
16,103
|
32,208
|
82.38
|
05/24/2030
|
–
|
–
|
–
|
–
|
||||
|
03/08/2024
|
–
|
–
|
–
|
–
|
35,791
|
2,890,839
|
31,816
|
(6)
|
2,569,778
|
|||
|
Caroline
Tsai
|
02/28/2022
|
30,019
|
15,010
|
95.23
|
02/28/2029
|
20,297
|
1,639,389
|
–
|
–
|
|||
|
02/28/2023
|
13,457
|
26,916
|
72.88
|
02/28/2030
|
16,570
|
1,338,359
|
18,463
|
(5)
|
1,491,257
|
|||
|
02/28/2023
|
15,034
|
30,070
|
79.21
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
02/28/2023
|
15,866
|
31,734
|
82.38
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
03/08/2024
|
–
|
–
|
–
|
–
|
59,652
|
4,818,092
|
33,744
|
(6)
|
2,725,503
|
|||
|
L. Denise
Williams
|
03/29/2018
|
12,484
|
–
|
96.30
|
03/29/2025
|
–
|
–
|
–
|
–
|
|||
|
03/29/2019
|
11,725
|
–
|
113.10
|
03/29/2026
|
–
|
–
|
–
|
–
|
||||
|
03/29/2020
|
1,304
|
–
|
120.10
|
03/29/2027
|
–
|
–
|
–
|
–
|
||||
|
03/29/2020
|
13,039
|
–
|
120.10
|
03/29/2027
|
–
|
–
|
–
|
–
|
||||
|
03/29/2021
|
14,983
|
–
|
143.97
|
03/29/2028
|
–
|
–
|
–
|
–
|
||||
|
03/29/2021
|
4,623
|
–
|
143.97
|
03/29/2028
|
–
|
–
|
–
|
–
|
||||
|
02/28/2022
|
18,011
|
9,006
|
95.23
|
02/28/2029
|
21,816
|
1,762,078
|
–
|
–
|
||||
|
02/28/2023
|
13,457
|
26,916
|
72.88
|
02/28/2030
|
16,570
|
1,338,359
|
18,463
|
(5)
|
1,491,257
|
|||
|
02/28/2023
|
15,034
|
30,070
|
79.21
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
02/28/2023
|
15,866
|
31,734
|
82.38
|
02/28/2030
|
–
|
–
|
–
|
–
|
||||
|
03/08/2024
|
32,537
|
2,628,013
|
28,924
|
(6)
|
2,336,191
|
|||||||
(1)
The stock options granted on February 28, 2022 and February 28, 2023 vest ratably over a three-year period on each anniversary date of the grant.
(2)
The restricted stock units granted on February 28, 2022 and February 28, 2023 vest ratably over a three-year period on each anniversary date of the
grant. The restricted stock units granted on March 8, 2024 vest ratably over a three-year period on February 28, 2025, February 28, 2026 and February
28, 2027. The restricted stock award units granted to Mr. Kehoe on August 24, 2023 vest ratably over a two-year period on each anniversary date of
the grant. With respect to grants on February 28, 2022, this number includes both the restricted stock units and 72.25% of the target number
performance stock units for the first one-year performance period which ended December 31, 2022, 0% of the target number performance stock units
for the second one-year performance period which ended December 31, 2023 and 173% of the target number performance stock units for the third
one-year performance period which ended December 31, 2024. With respect to grants on March 8, 2024, this number includes both the restricted
stock units and 150% of the target number performance stock units for the first one-year performance period which ended December 31, 2024. The
performance stock units remain subject to a time-based vesting requirement and will vest in full on the third anniversary date of the grant.
(3)
Market value of unvested time-based restricted stock units or earned unvested performance stock units based on a closing price of $80.77 for a
share
of our common stock on the New York Stock Exchange on December 31, 2024.
|
|
2025 Proxy Statement
|
75
|
Executive Compensation
(4)
The performance stock units granted on February 28, 2022 vest in full after three years based on the Company's annual organic revenue growth and
annual margin expansion as modified by the
Company’s
relative TSR performance against the SP
500
Index for calendar
years
2022 and 2023; and
based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth with a potential modification based on the
Company’s
relative TSR performance against the
SP 500 Index
for calendar year 2024.
The
performance stock units granted on February 28, 2023 vest in full
after three
years
based on the Company's relative TSR performance against the SP
500
Index during the three year performance period (2023-2025).
For the named executive officers other than Ms. Ferris and Mr. Kehoe, the performance stock units granted on March 8, 2024 vest in full after three
years
based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth. For Ms. Ferris and Mr. Kehoe, the performance
stock units granted on March 8, 2024 vest in full after three
years
based on the Company's annual Adjusted Revenue Growth and an
nual Adjusted EPS
Growth with a potential modification based on the Company's cumulative relative TSR performance against the SP 500 Index for the three-year
performance period.
(5)
Represents 100% of target performance stock units granted on February 28, 2023.
(6)
In accordance with SEC disclosure rules, the portion of the PSUs granted on March 8, 2024 that is attributable to the 2025 and 2026 performance
years is presented assuming maximum performance for the performance years 2025 and 2026 granted on March 8, 2024.
(7)
Market value of unvested performance stock units is based on a closing price of $80.77 for a share of our common stock on the New York Stock
Exchange on December 31, 2024.
2024 Option Exercises and Stock Vested
The following table sets forth information concerning each exercise of stock options, stock appreciation rights and
similar instruments and each vesting of stock, including restricted stock, restricted stock units, performance stock units
and similar instruments, during the fiscal year ended December 31, 2024, for each of the named executive officers on an
aggregated basis:
|
Option Awards
|
Stock
Awards
|
||||
|
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
|
|
Stephanie L. Ferris
|
–
|
–
|
55,095
|
4,118,504
|
|
|
James Kehoe
|
–
|
–
|
90,448
|
7,118,258
|
|
|
Firdaus Bhathena
|
–
|
–
|
19,896
|
1,445,362
|
|
|
Caroline Tsai
|
–
|
–
|
10,909
|
730,396
|
|
|
L. Denise Williams
|
–
|
–
|
16,847
|
1,178,552
|
|
2024 Nonqualified Deferred Compensation
The following table sets forth information with respect to the named executive officers’ accounts under our nonqualified
deferred compensation plans as of December 31, 2024:
|
Name
|
Plan
|
Executive
Contributions
in
Last
FY
($)
|
Registrant
Contributions
in
Last FY
($)
|
Aggregate
Earnings
(Losses)
in
Last FY
($)
(
1
)
|
Aggregate
Withdrawals
/
Distributions
($)
|
Aggregate
Balance
at
Last FYE
($)
|
|
Stephanie L. Ferris
|
–
|
–
|
–
|
–
|
–
|
–
|
|
James Kehoe
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Firdaus Bhathena
|
–
|
–
|
–
|
–
|
–
|
–
|
|
Caroline Tsai
|
–
|
–
|
–
|
–
|
–
|
–
|
|
L. Denise Williams
|
Deferred
Compensation
Plan
|
–
|
–
|
24,757
|
–
|
260,311
|
(1)
The amount for Ms. Williams reflects the change in executive holdings in 2024 under the FIS Deferred Compensation Plans.
|
76
|
FIS Global
|
|
Executive Compensation
The Deferred Compensation P
lan
Our U.S. named executive officers are eligible to participate in the Company’s
Deferred Compensation Plan
, which is a
nonqualified elective deferred compensation plan. For 2024, the named executive officers could elect to defer up to 65%
of their base salary and 75% for bonuses and/or commissions on a pre-tax basis. Participants’ accounts are
bookkeeping entries only and participants’ benefits are unsecured. Participants’ accounts are credited or debited daily
based on the performance of hypothetical investments selected by the participant and may be changed on any
business day.
An individual may elect, in accordance with the terms of the Company’s Deferred Compensation Plan, either a lump-sum
withdrawal or installment payments over 5, 10 or 15 years to be paid upon retirement, which generally means separation
of employment after reaching age sixty. Similar payment elections are available for pre-retirement survivor benefits. In
the event of a termination prior to retirement, distributions are paid over a five-year period. If elected, an individual will
receive a lump-sum payment upon a separation from service during the twenty-four month period following a change in
control.
An individual may also elect to receive a lump sum payment upon a change in contro
l. Account balances at the
time of first valuation following termination less than the limit under Section 402(g) of the Internal Revenue Code, which
was $23,000 in 2024, will be distributed in a lump sum. Participants can elect to receive in-service distributions if they
establish a special account under the plan and specify a future date on which that benefit is to be paid. These payments
would equal the value of the account as of the January 31 following the plan year designated by the participant, and
would be paid within two and one-half months following the end of that plan year. The participant may also petition us to
suspend elected deferrals, and to receive partial or full payout under the plan, in the event of an unforeseeable financial
emergency, provided that the participant does not have other resources to meet the hardship.
Plan participation continues until all benefits under the plan have been paid.
Potential Payments Upon Termination or Change
in Control
In this section, we discuss the nature and estimated value of payments and benefits we would provide to our named
executive officers in the event of termination of employment
or
a change in control. The amounts described in this
section are what would be due under our named executive officers’ employment agreements and our compensation and
benefit plans and agreements if employment had terminated or a change in control had occurred on December 31, 2024.
The types of termination situations include a voluntary termination by the executive, with or without good reason, a
termination by us either for cause or not for cause and termination in the event of disability or death. We also describe
the estimated payments and benefits that would be provided upon a change in control without a termination of
employment. The actual payments and benefits that would be provided would be based on the named executive
officers’ compensation and benefit levels at the time of the termination of employment or change in control and the value
of accelerated vesting of stock-based awards would depend on the value of the underlying stock.
For each type of employment termination, the named executive officers would be entitled to benefits that are available
generally to our U.S. salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits
and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under
plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and
that are generally available to all salaried employees. These plans are discussed in the Compensation Discussion and
Analysis section and the Nonqualified Deferred Compensation table and accompanying narratives.
Potential Payments Under Employment Agreements
As discussed previously, we have entered into employment agreements with each of our NEOs, except Firdaus
Bhathena who is
a Participant under our Severance Plan. The employment agreements contain provisions for the
payment of severance benefits following certain termination events.
The f
ollowing
is a summary of the payments and
benefits our named executive officers would receive in connection with various employment termination scenarios under
their agreements in effect on December 31, 2024.
If a named executive officer’s employment is terminated for any reason, we will pay any earned but unpaid base
salary, any expense reimbursement payments owed, and any earned but unpaid annual bonus payments relating
to the prior year (with subjective goals being treated as achieved at no less than target in the case of Ms. Ferris),
which we refer to as “accrued obligations.”
In the case of Ms. Ferris, Mr. Kehoe, Ms. Tsai and Ms. Williams, any
accrued but unused vacation pay also constitute accrued obligations that we will pay if they are terminated for
any reason.
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2025 Proxy Statement
|
77
|
Executive Compensation
If a named executive officer’s employment is terminated by us for any reason other than for cause or due to the
executive’s death or disability, or if the executive terminates their employment for good reason, then the
executive is entitled to receive:
•
In the case of all named executive officers
,
a prorated annual bonus based on the date of termination and the actual
bonus that would have been earned in the year of termination had the executive still been employed; provided that, for
Ms.
Ferris and Mr. Kehoe
, any subjective bonus criteria will be treated as being achieved at no less than target;
•
In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, a lump sum payment equal to 200% of the sum of the
executive’s (1) annual base salary and (2) target annual bonus opportunity in the year in which the termination of
employment occurs; provided that, with respect to Ms. Ferris, if such termination or resignation occurs in connection
with a change of control, such lump sum payment shall equal 300% of such sum;
•
In the case of Mr. Bhathena, a lump sum severance payment equal to one times (1x) the sum of his base salary and
target annual incentive compensation for the fiscal year in which the termination occurs;
•
In the case of Ms. Ferris, (1) with respect to grants made before the end of 2025, vesting and/or payment of all equity
awards on the dates specified in the applicable grant agreements and, with respect to any performance-vested
awards, subject to the satisfaction of the applicable performance criteria and (2) with respect to grants made after
2025, vesting and/or payment of all equity awards solely to the extent provided in the applicable award agreements
governing such
awards, which will be no less favorable than those provided to the executives of the Company
generally;
provided that, in the event of a termination or resignation in connection with a change of control, all equity
awards granted shall become immediately and fully vested as of the later of the date of termination or the date of the
change of
control (and in the case of performance-based awards for which the performance period has not yet
completed, vesting will be at no less than 100% of target);
•
In the case of Mr. Kehoe and Mses. Tsai and Williams, vesting and/or payment of all equity awards in accordance with
the terms of and on the dates specified in the applicable grant agreements (including the achievement of any stated
performance metrics for a given performance period), subject to and contingent upon the executive’s continued
compliance with the non-competition and non-solicitation covenants in the respective grant agreements and the
employment agreement;
•
In the case of Mr. Bhathena, a pro-rated annual incentive compensation plan payout for the fiscal year in which the
termination occurs, based on actual performance for the entire fiscal year (but not subject to any discretion related to
individual performance goals), prorated for the number of full months worked; and, to the extent unpaid, any annual
incentive compensation payable for the fiscal year preceding the date of the termination;
•
In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, COBRA or equivalent coverage (so long as the executive
pays the premiums) for a period of eighteen months or, if earlier, until the executive becomes eligible for comparable
benefits from another employer, plus a lump sum cash payment equal to the sum of twenty-four monthly COBRA
premium payments in the case of Ms. Ferris and eighteen monthly COBRA premium payments in the case of
Mr. Kehoe, Ms. Tsai and Ms. Williams; In the case of Mr. Bhathena, a lump sum cash payment equal to twelve
monthly medical and dental COBRA premiums; and
•
If Ms. Ferris or Mr. Kehoe receives a notice from us of our intention not to extend her or his employment term,
Ms. Ferris or Mr. Kehoe, as applicable, may elect to terminate her or his employment at any time following the four-
month anniversary of such notice and upon such termination, shall receive the same benefits described above as if
such termination were a termination by us without cause.
If employment terminates due to death or disability,
in the case of all named executive officers
(other than Mr.
Bhathena due to his participation in the Severance Plan)
the following would be provided, except as noted below:
•
Any accrued obligations;
•
A prorated annual bonus based on the target annual bonus opportunity in the year in which the termination occurs or
the prior year if no target annual bonus opportunity has yet been determined;
•
The unpaid portion of the executive’s annual base salary for the remainder of the employment
term
; and
•
In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, vesting and/or payment of all equity awards on the
dates specified in the applicable grant agreements and, with respect to any performance-vested awards, subject to
the satisfaction of the applicable performance criteria and in the case of Mr. Kehoe and
Mses.
Tsai and Williams,
subject to and contingent upon the executive’s continued compliance with the non-competition and non-solicitation
covenants in the respective grant agreements and the employment agreement.
Under each of the employment
agreements
(other than Mr. Bhathena's participation in the Severance Plan),
“cause” generally means the executive’s:
•
Persistent (and in the case of Mses. Ferris and Williams and Mr. Kehoe, knowing) failure to perform duties consistent
with a commercially reasonable standard of care;
|
78
|
FIS Global
|
|
Executive Compensation
•
Willful neglect of duties;
•
Conviction of, or pleading nolo contendere to, criminal (or, for certain executives, other illegal) activities involving
dishonesty or moral turpitude;
•
Material breach of the employment agreement, or material breach of our business policies, accounting practices or
standards of ethics;
•
Impeding or failing to materially cooperate (in the case of Mses. Ferris and Williams and Mr. Kehoe, intentionally) with
an investigation authorized by our Board; or
•
In the case of Mses. Ferris, Tsai and
Williams and Mr. Kehoe
, in all scenarios above other than conviction of a criminal
or illegal activity, in order to qualify as a termination for cause, we must provide notice of the termination within 90
days of the initial existence of the “cause” event, and the executive has 30 days to cure the event.
Under the Severance Plan, “cause” is defined as:
•
Gross negligence or willful misconduct in the performance of, or such Participant’s abuse of alcohol or drugs
rendering such Participant unable to perform, the material duties and services required for the Participant’s position
with the Company;
•
The Participant’s conviction or plea of nolo contendere for any crime involving moral turpitude or a felony;
•
The Participant’s commission of an act of deceit or fraud intended to result in personal and unauthorized enrichment
of the Participant at the expense of the Company or any of its Affiliates;
•
The Participant’s material violation of the written policies of the Company (including the Company’s Code of Conduct,
as in effect from time to time);
•
The Participant’s material breach of a material obligation of the Participant to the Company pursuant to the
Participant’s duties and obligations under the Company’s Bylaws; or
•
The Participant’s material breach of a material obligation of the Participant to the Company pursuant to any award or
agreement between the Participant and the Company.
The employment agreements (other than Mr. Bhathena’s participation in the Severance Plan), generally define
“good reason” as:
•
A material diminution in the executive’s annual base salary or annual bonus opportunity;
•
Our material breach of any of our obligations under the employment agreement;
•
In the case of Ms. Ferris, (1) a material reduction in the executive’s duties, responsibilities, authority or reporting lines
(including (x) any requirement by us that the executive report to anyone other than the Board, (y) the executive ceasing
to be Chief Executive Officer of a public company or (z) if we do not renominate the executive to the Board) and
(2)
any person other than Gary A. Norcross becomes Executive Chairman of the Company;
•
In the case of Mr. Kehoe, a material reduction in the executive’s duties, responsibilities, authority or reporting lines
(including the executive ceasing to be Chief Financial Officer of a public company);
•
In the case of Ms. Williams, a material reduction in the executive’s duties, responsibilities, or authority as they exist on
the effective date of her employment agreement;
•
In the case of Mses. Ferris and Williams and Mr. Kehoe, a relocation of the executive’s principal place of employment
outside of the Jacksonville, Florida metropolitan area;
•
In the case of Ms. Williams, a demotion in the executive’s title to any level below Executive Vice President; or
•
In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, our giving notice of our intent not to renew their
respective employment agreement within two years following a change in control (as defined in the 2022 Omnibus
Plan) for Ms. Ferris and one year of a change in control for Mses. Tsai and Williams and Mr. Kehoe.
To qualify as a “good reason” termination, the executive must provide notice of the termination within 90 days of the
initial existence of the “good reason” event. We have 30 days to cure the event.
Under the Severance Plan, “good reason” is defined as:
•
A material diminution in Mr. Bhathena’s annual base salary or bonus opportunity; or
•
Any requirement that Mr. Bhathena take any action or omit to take any action, which if taken or omitted to be taken
would require the Mr. Bhathena to resign in order to comply with applicable law.
To qualify as “good reason” termination, Mr. Bhathena must provide notice of the termination within 60 days of the initial
existence of the “good reason”. We have 30 days to cure the event.
Each executive’s employment agreement (and the Severance Plan) provides that, if payments or benefits to be provided
to the executive in connection with their termination of employment would be subject to the excise tax under Section
4999 of the Internal Revenue Code, the executive may elect to reduce any payments or benefits to an amount equal to
one dollar less than the amount that would be considered a parachute payment under Section 280G of the Internal
Revenue Code. The agreements do not provide for any excise tax gross-up payments.
|
|
2025 Proxy Statement
|
79
|
Executive Compensation
The employment agreements and Severance Plan provide us and our shareholders with important protections
and rights, including the following:
|
Exception/Protections
|
|
Severance benefits under the agreements and the Severance Plan are conditioned upon the executive’s execution of a
full release of FIS and related parties, thus limiting our exposure to lawsuits from the executive;
|
|
During the executive’s employment with us and in the one-year period following termination of employment, the
executive is prohibited from competing with us and from soliciting our customers, suppliers or employees on behalf of a
competitor; and
|
|
During employment and at all times thereafter the executive shall maintain the confidentiality of our confidential
information and trade secrets.
|
Potential Payments Under Stock Plans
In addition to the post-termination rights and obligations provided in the employment agreements, our 2008 Omnibus
Plan provides for the potential acceleration of vesting and, if applicable, payment of equity awards in connection with
a change in control. Under the 2008 Omnibus Plan, for equity awards granted prior to October 22, 2020, outstanding
options become immediately exercisable and any restrictions imposed on restricted stock and restricted stock units,
including vesting restrictions, lapse upon a change in control. PSUs will be deemed earned at the target level upon a
change in control with respect to the open performance periods. In 2020, we amended the 2008 Omnibus Plan to
adopt a double trigger change-in-control acceleration provision for the equity awards granted after October 22, 2020
that are assumed or replaced with a substantially equivalent award in connection with a change-in-control, instead of
single trigger accelerated vesting. The 2022 Omnibus Plan also has a similar double trigger change-in-control
acceleration provision.
For purposes of the 2008 Omnibus Plan and the 2022 Omnibus Plan, the term “change in control” means the
occurrence of any of the following events:
•
An acquisition by an individual, entity or group of 25% or more of our voting power, excluding certain acquisitions
including pursuant to a transaction where conditions described in clause (i), (ii) and (iii) in the bullet below are satisfied;
•
Consummation of a reorganization, merger, consolidation or sale of all or substantially all of our assets, which we refer
to as a “business combination” of FIS, unless, immediately following such business combination, (i) the persons who
were the beneficial owners of our voting stock immediately prior to the business combination beneficially own more
than 50% of our then outstanding shares, (ii) no person, entity or group beneficially owns 25% or more of the then
outstanding shares of common stock of the entity resulting from that business combination, and (iii) at least a majority
of the members of the board of the entity resulting from the business combination were members of our
incumbent board;
•
During any period of two consecutive years, the individuals who, at the beginning of such period, constitute our board
cease for any reason to constitute at least a majority of the board; or
•
Our shareholders approve a plan or proposal for the liquidation or dissolution of FIS.
Estimated Payments and Benefits Upon Termination of Employment
The severance amounts do not include a prorated 2024 annual incentive, since such named executive officers would
have been paid based on their service through the end of the year and therefore would have received the amount
whether or not the termination occurred. Any cash severance payments would be paid in a lump sum following the
termination of employment.
|
80
|
FIS Global
|
|
Executive Compensation
For a termination of employment by us without cause or a termination by the executive for good reason as of
December 31, 2024, the following payments would be made under these NEOs
’
employment agreement
s,
except
Mr. Bhathena whose payment would be based on the Severance
Plan:
|
Name
|
Stephanie L. Ferris
(1)
|
James Kehoe
|
Firdaus Bhathena
|
Caroline Tsai
|
||||
|
Payment
|
$
9,560,620
|
$
6,324,576
|
$
2,496,992
|
$
4,270,081
|
||||
(1)
Ms. Ferris is entitled to a payment of $13,160,620 following a termination or resignation in connection with a change of control.
Ms. Williams served
as
Corporate Executive Vice President, Chief People Officer through December 31, 2024. As a result
of Mr. Toohey becoming our Chief People Officer on January 1, 2025, Ms. Williams became entitled to be paid
$3,344,444
which is the amount due to her under her employment agreement in connection with a termination for
good reason.
Upon a termination of these executives’ employment due to death or disability as of December 31, 2024, the following
payments would have been made:
|
Name
|
Stephanie L. Ferris
|
James Kehoe
|
Firdaus Bhathena
|
Caroline Tsai
|
L. Denise Williams
|
||||
|
Payment upon death
|
$
2,400,000
|
$
1,462,500
|
$–
|
$
980,000
|
$
720,000
|
||||
|
Payment upon disability
|
$
3,373,077
|
$
3,046,875
|
$–
|
$
1,751,795
|
$
770,000
|
||||
Estimated Equity Values
As disclosed in the Outstanding Equity Awards at Fiscal Year-End table, the named executive officers had outstanding
unvested stock options (“Stock Options”), performance stock units, and restricted stock unit awards (collectively, the
“Stock Awards”) as of December 31, 2024.
The following estimates are based on a stock price of $80.77 per share, which was the closing price of our common
stock on December 31, 2024. The Stock Options reflect the excess of this share price over the exercise price of the
unvested stock options that would vest. The Stock Awards were determined by multiplying the number of shares that
would vest by $80.77.
The estimated value of the Stock Options held by the named executive officers that would vest upon a termination by the
Company of each executive’s employment without cause or by the executives for good reason, a termination due to
death or disability, or a change in control would be as f
ollows:
|
Name
|
Stephanie L. Ferris
|
James Kehoe
|
Firdaus Bhathena
|
Caroline Tsai
|
||||
|
Estimated Value
|
$
957,301
|
$–
|
$
260,500
|
$
259,276
|
||||
The estimated value of Stock Awards held by the named executive officers that would vest upon or in connection with
termination by the Company of each executive’s employment without cause or by the executives for good reason, a
termination due to death or disability, or a change in control would be as
follows:
|
Name
|
Stephanie L. Ferris
|
James Kehoe
|
Firdaus Bhathena
|
Caroline Tsai
|
||||
|
Estimated Value
|
$
41,658,985
|
$
18,110,047
|
$
7,817,567
|
$
12,012,599
|
||||
In connection with Ms. Williams' termination of her employment for good reason on December 31, 2024,
Ms. Williams
became entitled to have
her outstanding equity awards vest in accordance with the terms of and on the dates specified
in the applicable grant agreements (including the achievement of any stated performance metrics for a given
performance period), subject to and contingent upon her compliance with the non-competition and non-solicitation
covenants in the respective grant agreements and her employment agreement. The total estimated value of such equity
awards was $259,276 in Stock Options and
$9,555,899
in Stock Awards as of December 31, 2024
.
|
|
2025 Proxy Statement
|
81
|
Executive Compensation
Compensation Risk Assessment
As part of the annual compensation risk assessment, the Company reviewed the various design elements of the
Company’s 2024 compensation programs to determine whether any of its aspects encourage excessive or inappropriate
risk-taking. The scope of this review included aspects of executive compensation, as well as consideration of the items
of our compensation policies and practices that affect all employees. Meridian assisted with this assessment. Such
evaluation concluded that the Company’s 2024 compensation policies and practices do not create risks that are
reasonably likely to have a material adverse effect on the Company.
Action
to Recover Erroneously Awarded Compensation
On
November 1, 2024
, the Company determined that it was required to revise its previously issued consolidated financial
statements as of and for the annual periods ended December 31, 2023 and 2022, and the quarterly periods ended
March 31 and
June 30, 2024
to correct certain misstatements in those financial statements (the “Revision”).
The
misstatements related primarily to the timing of the recognition of expenses associated with inventory-related accruals,
along with their related balance sheet impacts, and the presentation of certain value-added tax balances in the
consolidated financial statements.
As a result of the Revision, which
was a “little r” restatement and
disclosed in the
Company’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2024, the Company’s 2023 (i) Adjusted
EBITDA and (ii) Revenue (on a constant currency basis) under its incentive programs were revised from
$
6,098
million
and
$
14,571
million
, respectively, to
$
6,078
million
and
$
14,581
million
, respectively. As required by the Company’s
Excess Incentive Compensation Clawback Policy (the “Policy”) and NYSE Listing Standards, the Compensation
Committee evaluated the Revision under the Policy and NYSE Listing Standards and concluded that the Revision
constituted
an
“Accounting Restatement” (as defined in the Policy) that impacted
compensation received on or after
October 2, 2023 that was granted, earned or vested based, wholly or in part, upon the attainment of financial reporting
measures
affected by the Revision. Under NYSE Listing Rules, compensation is deemed “received” in the fiscal year
during which the applicable financial reporting measure was attained or purportedly attained.
Covered Compensation
2023 Annual Cash Incentive Program
Prior to the Revision, the Company’s achievement under the 2023 annual cash incentive program for the Company’s
executive officers was
142.9
%
of target, based in part on the Company’s non-revised EBITDA and revenue performance
(weighted
30
%
and
25
%
under the program, respectively). If performance under the 2023 annual cash incentive program
had been measured based on the Company’s revised EBITDA and revenue performance for 2023, as noted above, the
Company’s achievement would have been
142.8
%
of target. The aggregate amount of compensation that was
erroneously awarded to the Company’s current and former executive officers under the 2023 annual cash incentive
program as a result of the Revision was
$
5,347
(the “Incentive Compensation Overpayment”), which is equal to the
difference between the amount paid under the 2023 annual cash incentive program prior to the Revision (
$
8,584,688
)
and the amount that would have been paid under the program if achievement had been measured based on the revised
amounts for the EBITDA and revenue metrics (
$
8,579,341
).
Outstanding PSUs
Although fiscal 2023 is included as a separate performance year for each of the 2021 and 2022 PSUs, the Compensation
Committee determined that there was no impact due to the Revision on the 2021 and 2022 PSUs because the portion of
the 2021 and 2022 PSUs that was tied to 2023 performance vested at
0
%
. The 2023 PSUs are scheduled to vest based
on the Company’s TSR performance over the 2023 - 2025 performance period. The Compensation Committee does not
believe that the 2023 PSUs are impacted by the Revision as the stock price that will be used to calculate the Company’s
TSR performance will be based on December 31, 2025, well after the Revision was publicly disclosed.
2022 Annual Cash Incentive Program
Although executive officer compensation received prior to 2023 falls outside the scope of the Policy and the NYSE
Listing
Standards,
the Compensation Committee nevertheless considered whether any compensation received for 2022
was affected by the Revision and could be recovered. The Company’s executive officers received no payout under the
2022 annual cash incentive program. Despite being eligible for a payout of
27%
based solely on the Adjusted Revenue
performance goal, the Company failed to reach the minimum performance goals for Adjusted EBITDA and Adjusted EPS
metrics under our annual cash incentive program. As a result, the Compensation Committee applied negative discretion
and elected to provide no payout under the annual cash incentive program.
|
82
|
FIS Global
|
|
Executive Compensation
Recovery
As required by the Policy, the Company undertook efforts to recover the Incentive Compensation Overpayment from the
impacted current and former executive officers of the Company and, as of December 31, 2024, the Company had
recovered the full amount of the Incentive Compensation Overpayment.
CEO Pay Ratio
Our CEO pay ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We
identified the median employee using our employee population as of October 1, 2024. To identify the median employee,
we applied our consistently applied compensation measure across the identified populations. Our consistently applied
compensation measure is the compensation provided to employees that is considered taxable wages in the country
in which the employee is employed, and this definition was applied consistently within each country for the fiscal
year 2024.
We then calculated the median employee’s compensation for the fiscal year 2024 in the same manner as the named
executive officers in the 2024 Summary Compensation Table.
For fiscal year 2024, our median employee compensation was $45,447. The total compensation of Ms. Ferris, our chief
executive officer, as reported in the Total column of the 2024 Summary Compensation Table was $21,243,485.
The ratio
of the annual total compensation of our CEO to that of our median employee is approximately 467:1
.
Our CEO pay ratio is influenced by the countries in which we have employees. Of our employee population on the
measurement date, a substantial portion of our employees are in locations where wages are significantly lower than
other locations in which we operate, including the United States where our executive offices are located.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, the following table sets forth information regarding the Company’s
performance and the “compensation actually paid” (or CAP) to our NEOs as calculated in accordance with SEC
disclosure rules. For information concerning the Company’s compensation philosophy and how the Company aligns
executive compensation with its financial and operational performance, refer to the Compensation Discussion and
Analysis section.
|
Value of Initial Fixed
$100
Investment Based on:
|
||||||||||||||||||||
|
Year
|
Summary
Compensation
Table Total for
PEO#1(b)(1)
(1)
|
Summary
Compensation
Table Total
for
PEO#2(b)(2)
(2)
|
Compensation
Actually Paid
to
PEO#1(c)(1)
(3)
|
Compensation
Actually Paid
to
PEO#2(c)(2)
(4)
|
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)
|
Average
Compensation
Actually
Paid to
Non-PEO
NEOs
(e)
(10)
|
Total
Shareholder
Return
(f)
(11)
|
Peer Group
Total
Shareholder
Return(g)
(12)
|
Net Income
(in millions)(h)
(13)
|
Revenue
Metric Used
for
Annual
Incentive
Program
(in millions)
(i)
(14)
|
||||||||||
|
2024
(5)
|
n/a
|
$
|
n/a
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||
|
2023
(6)
|
n/a
|
$
|
n/a
|
$
|
$
|
$
|
$
|
$
|
$
(
|
$
|
||||||||||
|
2022
(7)
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
(
|
$
|
||||||||||
|
2021
(8)
|
$
|
n/a
|
$
(
|
n/a
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||
|
2020
(9)
|
$
|
n/a
|
$
|
n/a
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||
(1)
Gary A. Norcross
departed the Company as CEO effective December 16, 2022.
(2)
Reflects compensation amounts reported in the 2024, 2023 and 2022 Summary Compensation Table for
Ms. Ferris
, our current CEO effective
December 16, 2022.
(3)
“Compensation Actually Paid” to Mr. Norcross in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (b)(1) of the table
above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules.
(4)
“Compensation Actually Paid” to Ms. Ferris in each of 2024, 2023 and 2022 reflects the respective
amounts
set forth in column (b)(2) of the table
above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules.
|
|
2025 Proxy Statement
|
83
|
Executive Compensation
|
Year
|
2020
|
2021
|
2022
|
2022
|
2023
|
2024
|
|
PEO
|
Gary A.
Norcross
|
Gary A.
Norcross
|
Gary A.
Norcross
|
Stephanie
L. Ferris
|
Stephanie
L. Ferris
|
Stephanie
L. Ferris
|
|
Summary Compensation Table (SCT) Total ($)
|
|
|
|
|
|
|
|
Deduct: Amounts Reported under the “Stock
Awards” Column in the SCT ($)
|
(
|
(
|
(
|
(
|
(
|
(
|
|
Deduct: Amounts Reported under the “Option
Awards” Column in the SCT ($)
|
(
|
(
|
|
(
|
(
|
|
|
Increase: Fair Value of Awards Granted during
the year that remain Outstanding and Unvested
as of year-end ($)
|
|
|
|
|
|
|
|
Increase: Fair Value of Awards Granted during
the year that Vested during the year ($)
|
|
|
|
|
|
|
|
Increase/deduct: Change in Fair Value from
prior Year-end to current Year-end of Awards
Granted Prior to year that were Outstanding
and Unvested as of year-end ($)
(a)
|
|
(
|
|
(
|
(
|
|
|
Increase/deduct: Change in Fair Value from
Prior Year-end to Vesting Date of Awards
Granted Prior to year that Vested during year ($)
|
(
|
|
(
|
|
(
|
|
|
Deduct: Fair Value of Awards Granted Prior to
year that were Forfeited during year ($)
|
(
|
(
|
(
|
(
|
(
|
|
|
Compensation Actually Paid ($)
|
|
(
|
|
|
|
|
(a)
The values for 2023 and 2022 have been updated from those presented in last year’s proxy statement to adjust for how the change in fair value of
awards is calculated to conform with SEC rules.
Categories with no values are excluded from the table above, which include: deduction for change in the actuarial present values, increase for
service cost for pension plans, increase for prior service cost for pension plans, increase based upon incremental fair value of awards modified
during
year
, and increase based on dividends or other earnings paid during year prior to the vesting date of an award.
The fair value of the stock
options was determined using the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each
measurement date using the stock price, term, volatility, dividend yield, and risk-free rate as of the measurement date. The fair value of
performance stock units with market condition was determined using the Monte Carlo model. The fair value of the performance stock units
without market condition was determined using the stock price at each measurement date and is based on (i) actual achievement of performance
conditions for performance period completed or (ii) probable outcome of performance conditions as of each measurement date for performance
periods not completed. For the fair value of time-vested restricted stock
units,
grant date fair values are based on stock price as of each
measurement date. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments
(5)
2024 reflects the average compensation information for Mses. Tsai and Williams, Messrs. Kehoe and Bhathena.
(6)
2023 r
eflects the average compensation information for Mses. Tsai and Williams, Messrs. Gileadi, Hoag and Kehoe.
(7)
2022 reflects the average compensation information for Mses. Tsai and Williams, Messrs. Gileadi, Hoag and Woodall.
(8)
2021 reflects the average compensation information for Ms. Ferris, Messrs. Boyd, Lowthers, Ramji and Woodall.
(9)
2020 reflects the average compensation information for Ms. Ferris, Messrs. Boyd, Heimbouch, Lowthers, Ramji, and Woodall.
(10)
“Average Compensation Actually Paid” to the Non-PEO NEOs listed above in each of 2024, 2023, 2022, 2021 and 2020 reflects the average amount
set forth in column (d) of the table above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules.
|
84
|
FIS Global
|
|
Executive Compensation
|
Year
Non-PEO NEO
|
2020
Average
|
2021
Average
|
2022
Average
|
2023
Average
|
2024
Average
|
|
(9)
|
(8)
|
(7)
|
(6)
|
(5)
|
|
|
SCT Total ($)
|
|
|
|
|
|
|
Deduct: Amounts Reported under the “Stock Awards” Column
in SCT Total ($)
|
(
|
(
|
(
|
(
|
(
|
|
Deduct: Amounts Reported under the “Option Awards” Column
in SCT Total ($)
|
(
|
(
|
(
|
(
|
|
|
Increase: Fair Value of Awards Granted during the year that
remain Outstanding and Unvested as of year-end ($)
|
|
|
|
|
|
|
Increase: Fair Value of Awards Granted during the year that
Vested during year ($)
|
|
|
|
|
|
|
Increase/deduct: Change in Fair Value from prior Year-end to
current Year-end of Awards Granted Prior to year that were
Outstanding and Unvested as of year-end ($)
(a)
|
|
(
|
(
|
(
|
|
|
Increase/deduct: Change in Fair Value from Prior Year-end to
Vesting Date of Awards Granted Prior to year that Vested
during year ($)
|
|
(
|
(
|
(
|
|
|
Deduct: Fair Value of Awards Granted Prior to year that were
Forfeited during year ($)
|
(
|
(
|
(
|
(
|
|
|
Compensation Actually Paid ($)
|
|
|
|
|
|
(a)
The values for 2023 and 2022 have been updated from those presented in last year’s proxy statement to adjust for how the change in fair value of
awards is calculated to conform with SEC rules.
Categories with no values are excluded from the table above, which include: deduction for change in the actuarial present values, increase for
service cost for pension plans, increase based upon incremental fair value of awards modified during year, and increase based on dividends or
other earnings paid during year prior to the vesting date of an award. The fair value of the stock options was determined using the Black-Scholes
option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price, term,
volatility, dividend yield, and risk-free rate as of the measurement date. The fair value of performance stock units with market condition was
determined using the Monte Carlo model. The fair value of the performance stock units without market condition was determined using stock
price at each measurement date and is based on (i) actual achievement of performance conditions for performance period completed or (ii)
probable outcome of performance conditions as of each measurement date for performance periods not completed. For the fair value of time-
vested restricted stock
units,
grant date fair values are based on stock price as of each measurement date. The f
air value
calculation used herein
(11)
For the relevant fiscal year, represents the cumulative TSR of FIS including reinvestment of dividends for the measurement periods beginning on
December 31, 2019 and ending on December 31 of each year 2024, 2023, 2022, 2021 and 2020, respectively, assuming the
value
of the investment in
our common stock was $100.
(12)
For the relevant fiscal year, represents the cumulative TSR of the SP Supercap Data Processing Outsourced Services Index (the same industry
index we use for purposes of the comparative total shareholder return graph in our Annual Report on Form 10-K for the year ended December 31,
2024) including reinvestment of dividends.
(13)
Reflects
“Net Income” in the Company's Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the
years ended December 31, 2024, 2023, 2022, 2021 and 2020. Net Income for the years ended December 31, 2023 and 2022 have been revised to
correct immaterial misstatements identified during 2024. A summary of revisions to the previously reported financial statements is included in Note 24
to our consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on the Form 10-K filed with the
SEC on February 13, 2025.
(14)
Company-selected Measure is the
revenue metric
used for the 2024 annual incentive program, which is based on GAAP revenue adjusted for the
impact of foreign currency exchange rates. For years prior to 2024, the revenue metric is based on GAAP revenue as well as revenue from
discontinued operations, adjusted for the impact of foreign currency exchange rates. This metric is an important measure of the growth of the
Company, our ability to satisfy our customers and to gain new customers, and the effectiveness of our products and solutions. Revenue metric for
2023 and 2022 have been revised to correct immaterial misstatements identified during 2024. A summary of revisions to the previously reported
financial statements is included in Note 24 to our consolidated financial statements for the fiscal year ended December 31, 2024, included in our
Annual Report on the Form 10-K filed with the SEC on February 13, 2025.
|
|
2025 Proxy Statement
|
85
|
Executive Compensation
|
PEO #1
|
|
PEO #2
|
|
Avg. NEO
|
|
FIS TSR
|
|
Peer TSR
|
|
|
PEO #1
|
|
PEO #2
|
|
Avg. NEO
|
|
Net Income
|
|
86
|
FIS Global
|
|
Executive Compensation
|
|
PEO #1
|
|
PEO #2
|
|
Avg. NEO
|
|
FIS Revenue
Metric used for
Annual Incentive
Program
|
Paid to the NEOs
The following is a list of financial performance measures, which in our assessment represent the most important financial
performance measures used by the Company to link compensation actually paid to the named executive officers
for
2024
.
•
Revenue
metric used for annual cash incentive program
•
EBITDA
metric used for annual cash incentive program
•
Annual Adjusted Revenue Growth
•
Annual Adjusted EPS Growth
•
Future Forward cash savings
as calculated for 2024
annual cash incentive program
•
Relative total shareholder return
Intentionally Left Blank
|
88
|
FIS Global
|
|
2025 Proxy Statement
|
89
|
|
Proposal 3:
Ratification of
Independent Registered
Public Accounting Firm
|
The Board recommends that the shareholders vote
“FOR”
the ratification of KPMG
LLP as the Company’s independent registered public accounting firm for 2025.
|
90
|
FIS Global
|
|
Proposal No. 3: Ratification of Independent Registered Public Accounting Firm
Ratification of KPMG as the Company’s Indepe
ndent
Registered Public Accounting Firm
Although shareholder ratification of the appointment of our independent registered public accounting firm is not required
by our Bylaws or otherwise, we are submitting the selection of K
PMG t
o our shareholders for ratification. Even if the
selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public
accounting firm at any time if it determines that such a change would be in the best interests of the Company and our
shareholders. If our shareholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact
into consideration, together with such other factors it deems relevant, in determining its next selection of an independent
registered public accounting firm.
In choosing our independent registered public accounting firm, our Audit Committee conducts a comprehensive review
of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures
the firm has established, and any issues raised by the most recent quality control review of the firm. The review also
includes matters required to be considered under the SEC rules on “Auditor Independence,” including the nature and
extent of non-audit services, to ensure that they will not impair the independence of the accountants.
Representatives of KPMG are expected to be present at the annual meeting. These representatives will have an
opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Principal Accounting Fees and Services
The Audit Committee engaged KPMG to audit the consolidated financial statements of the Company for the 2024 fiscal
year. For services rendered to us during or in connection with our fiscal years ended December 31, 2024 and 2023, we
were billed the following fees by KPMG:
|
2024
|
2023
|
||
|
Audit Fees
(1)
|
$
12,253,934
|
$
21,535,579
|
|
|
Audit-Related Fees
(2)
|
$
315,351
|
$
268,521
|
|
|
Tax Fees
(3)
|
$
1,870,201
|
$
471,522
|
|
|
All Other Fees
(4)
|
$
475,002
|
$
288,455
|
(1)
Audit fees consisted of fees for the audits, registration statements and other filings related to the Company’s 2024 and 2023 financial statements, and
audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings for out-of-pocket expenses
incurred.
(2)
Audit-related fees in 2024 and 2023 consisted primarily of fees for various assurance reports.
(3)
Tax fees in 2024 and 2023 consisted principally of fees for tax compliance, tax planning and tax advice.
(4)
Other non-audit permitted services associated with various initiatives by the Company.
Approval of Accountants’ Services
In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit-related work and all
non-audit work performed by KPMG is approved in advance by the Audit Committee. The Audit Committee has adopted
policies and procedures for pre-approving work performed by KPMG. Specifically, the Audit Committee has pre-
approved the use of KPMG for specific types of services subject to maximum amounts set by the committee.
Additionally, specific pre-approval authority is delegated to our Audit Committee chair, provided that the estimated fee
for the proposed service does not exceed a pre-approved maximum amount set by the committee. Our Audit Committee
chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Any other services
are required to be pre-approved by the Audit Committee.
|
|
2025 Proxy Statement
|
91
|
Report of the
Audit Committee
The purpose of the Audit Committee of the Board is primarily to provide independent review and oversight of the
Company’s accounting and financial reporting processes, financial statements, internal controls over financial reporting,
audit processes and financial results of the Company’s operations. As set forth in the written charter of the Audit
Committee, management of the Company is responsible for the preparation and fair presentation of FIS’ financial
statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining
the effectiveness of internal control over the financial reporting process and adopting procedures that are reasonably
designed to assure compliance with accounting standards and applicable laws and regulations.
KPMG, the Company’s independent registered public accounting firm, is responsible for auditing FIS’ annual financial
statements and expressing an opinion as to whether the statements are fairly stated in all material respects in conformity
with U.S. generally accepted accounting principles and performs its responsibilities in accordance with the standards of
the Public Company Accounting Oversight Board (“PCAOB”). KPMG is also responsible for expressing an opinion as to
whether the Company maintained, in all material respects, effective internal control over financial reporting based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. In performing our oversight function, the Audit Committee reviewed and
discussed with management and KPMG the audited financial statements of FIS as of and for the year ended December
31, 2024. Management and KPMG reported to us that the Company’s consolidated financial statements present fairly, in
all material respects, the consolidated financial position and results of operations and cash flows of FIS and its
subsidiaries in conformity with U.S. generally accepted accounting principles. The Committee has also discussed with
KPMG the matters required to be discussed under the applicable requirements of the PCAOB and the Securities and
Exchange Commission.
We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of
the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and have
discussed with them their independence. In addition, we have considered whether KPMG’s provision of non-audit
services to the Company is compatible with their independence.
Finally, we discussed with FIS’ internal auditors and KPMG the overall scope and plans for their respective audits. We
met with KPMG during each Audit Committee meeting. Our discussions with them included the results of their
examinations, their evaluations of FIS’ internal controls and the overall quality of FIS’ financial reporting.
Management was present during the regular quarterly discussions with KPMG. In addition, the Audit Committee meets
regularly with KPMG in executive session.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the
Board approved, that the audited financial statements referred to above be included in FIS’ Annual Report on Form 10-K
for the year ended December 31, 2024, and that KPMG be appointed the independent registered public accounting firm
for FIS for 2025.
Audit Committee
Nicole M. Anasenes (Chair)
Lee Adrean
Kourtney K. Gibson
Lisa A. Hook
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Security Ownership of Certain
Beneficial Owners, Directors and
Executive Officers
The number of our common shares beneficially owned by each individual or group is based upon information in
documents filed by such person with the SEC, other publicly available information or information available to us. Unless
otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of
common stock beneficially owned by that shareholder. The number of shares beneficially owned by each shareholder is
determined under rules issued by the SEC.
Security Ownership of Certain Beneficial Owners
The following table sets forth information regarding beneficial ownership of our common stock by each shareholder who
is known by the Company to beneficially own 5% or more of our common stock.
The information reported is as of April
14, 2025, except as otherwise indicated in the footnotes to the table.
|
Name
|
Number of shares
beneficially owned
|
Percent of class
|
|
The Vanguard Group
(1)
|
69,379,555
|
13.2%
|
|
BlackRock, Inc.
(2)
|
38,938,367
|
7.4%
|
|
Dodge Cox
(3)
|
34,327,527
|
6.5%
|
|
JPMorgan Chase Co
(4)
|
32,398,506
|
6.2%
|
|
Capital Research Global Investors
(5)
|
28,350,357
|
5.4%
|
(1)
According to a Schedule 13G/A filed on February 12, 2024, The Vanguard Group, Inc., a Pennsylvania corporation, 100 Vanguard Blvd., Malvern, PA
19355, has sole power to vote 0 shares, sole power to dispose or direct disposition of 66,718,548 shares, shared power to vote 768,581 shares, and
shared power to dispose of 2,661,007 shares.
(2)
According to a Schedule 13G/A filed on April 17, 2025
, BlackRock, Inc., a Delaware corporation, 50 Hudson Yards, New York, New York 10001, has
sole power to vote 35,066,792 shares and sole power to dispose or direct the disposition of 38,938,367 shares.
(3)
According to a Schedule 13G/A filed on February 13, 2025, Dodge Cox, a California corporation, 555 California Street, 40
th
Floor, San Francisco, CA
94104, has sole power to vote 32,575,977 shares, sole power to dispose or direct disposition of 34,327,527 shares.
(4)
According to a Schedule
13G
filed on February 10, 2025, JPMorgan Chase Co., a Delaware corporation, 383 Madison Avenue, New York, NY 10179,
has sole power to vote 29,556,781 shares, sole power to dispose or direct disposition of 32,070,847 shares, shared power to vote 325,878 shares and
shared power to dispose of 320,313 shares.
(5)
According to a Schedule 13G filed on
November
12
, 2024
, Capital Research Global Investors, a Delaware corporation, 333 South Hope Street, 55th
Fl
.,
Los Angeles, CA 90071, has sole power to vote 28,347,305 shares, sole power to dispose or direct disposition of 28,350,357.
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Security Ownership of Certain Beneficial Owners, Directors and Executive Officers
Security Ownership of Management and Directors
The following table sets forth information regarding
beneficial ownership of our common stock as of April 14, 2025
by:
•
each director and nominee for director;
•
each of the named executive officers as defined in Item 402(a)(3) of Regulation S-K promulgated by the SEC; and
•
all of our current executive officers and directors as a group.
The information is not necessarily indicative of beneficial ownership for any other purpose.
|
Name
|
Number of
shares owned
(1)
|
Number of
options
(2)
|
Total
|
Percent of
total
outstanding
|
|
Lee Adrean
|
18,449
|
–
|
18,449
|
*
|
|
Nicole M. Anasenes
|
–
|
–
|
–
|
*
|
|
Mark D. Benjamin
|
7,695
|
–
|
7,695
|
*
|
|
Firdaus Bhathena
|
23,652
|
89,606
|
113,258
|
*
|
|
Stephanie L. Ferris
|
192,952
|
481,862
|
674,814
|
*
|
|
Kourtney K. Gibson
|
–
|
–
|
–
|
*
|
|
Jeffrey A. Goldstein
|
11,098
|
–
|
11,098
|
*
|
|
Lisa A. Hook
|
7,897
|
–
|
7,897
|
*
|
|
James Kehoe
|
62,960
|
–
|
62,960
|
*
|
|
Kenneth T. Lamneck
(3)
|
11,614
|
–
|
11,614
|
*
|
|
Gary L. Lauer
|
14,515
|
–
|
14,515
|
*
|
|
James B. Stallings Jr.
|
24,411
|
–
|
24,411
|
*
|
|
Caroline Tsai
|
39,097
|
133,746
|
172,843
|
*
|
|
L. Denise Williams
(4)
|
32,199
|
161,408
|
193,607
|
*
|
|
Directors and Officers (15 persons)
(5)
|
414,340
|
705,214
|
1,119,554
|
*
|
*
Represents less than 1% of our common stock.
(1)
Includes time-based restricted stock units (RSUs) granted in 2024 that
vest within 60 days after April 14, 2025
. Does not include RSUs deferred under
the director deferral plan for each director as follows: 15,373 shares for Mr. Goldstein, 11,830 shares for Ms. Hook, and 11,830 shares for Mr. Lauer.
(2)
Represents shares that are subject to stock options that are exercisable on April 14, 2025 or become exercisable within 60 days after April 14, 2025.
(3)
Included in the amount are 2,246 shares held in trust.
(4)
Ms. Williams served as Corporate Executive Vice President, Chief People Officer through December 31, 2024 and
is
listed pursuant to the rules of the
SEC related to named executive officers.
(5)
None of the shares held by the current directors and officers have been pledged.
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|
S
ecurities Authorized for Issuance
Under Equity Compensation Plans
The following table provides information as of December 31, 2024 about our common stock that may be issued under
our equity compensation plans:
|
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(1)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
|
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in first column)
(3)
|
||
|
Equity compensation plans
approved by security holders
|
10,124,336
|
$
108.54
|
24,009,509
|
||
|
Equity compensation plan not
approved by security holders
|
2,610,307
|
(4)
|
$
114.10
|
–
|
|
|
Total
|
12,734,643
|
$
110.18
|
24,009,509
|
||
(1)
Reflects the following outstanding equity-based awards:
•
6,672,420 stock options;
•
4,126,317 restricted stock units; and
•
1,935,906 performance stock units.
(2)
Weighted-average exercise price excludes restricted stock, restricted stock units, performance shares and performance stock units, as they do not
have exercise prices.
(3)
As of December 31, 2024, in addition to being available for issuance pursuant to the exercise of options, warrants or rights, the 24,009,509 shares
under the Fidelity National Information Services, Inc. 2022 Omnibus Incentive Plan, which we refer to as the 2022 Omnibus Plan, were also available
for issuance in the form of restricted stock, restricted stock units, performance shares, performance stock units, or other stock-based awards.
(4)
Includes 1,512,110 outstanding stock options, restricted stock units and target performance stock units granted with respect to shares that were
added to the Company's existing omnibus incentive plan in connection with the SunGard acquisition in 2015 and 1,098,197 outstanding stock options,
restricted stock units and target performance stock units that were granted with respect to shares that were added to the Company’s existing omnibus
incentive plan in connection with the Worldpay acquisition in 2019. In accordance with New York Stock Exchange rules, no shareholder approval was
required for the listing of these shares. No further shares that were assumed from the SunGard and Worldpay
plans
are available to grant.
Delinquent Section 16(a) Reports
Section 16 of the Exchange Act requires the Company’s executive officers and directors to file reports of their
ownership, and changes in ownership, of the Company’s common stock with the SEC. The Company is required to
report in this proxy statement any failure of its directors and executive officers to file by the relevant due date any reports
required to be filed pursuant to Section 16 during fiscal year 2024. To the Company’s knowledge, based upon the
reports filed and written representations regarding reports required during the fiscal year ended December 31, 2024, no
director or executive officer of FIS failed to file reports required by Section 16(a) on a timely basis.
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2025 Proxy Statement
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|
Shareholder Nominations for Board
Membership and Other Proposals
A shareholder wishing to nominate any person for election as a director of FIS at the Annual Meeting of Shareholders to
be held in 2026 must comply with Section 1.12 (Shareholder P
roposals and Nominations) or Section 2.12 (Proxy Access)
of our Bylaws. Section 1.12 requires notice to FIS no later than December 29, 202
5, accompanied by the information
required by Section 1.12. Section 2.12(b) requires notice to FIS no earlier than November 29, 2025, and no later than
December 29
, 2025
, accompanied by the information required by Section 2.12. If the date of the Annual Meeting of
Shareholders to be held in 2026 is changed to a date more than 30 days earlier or later than June 12
, 2026
, shareholders
wishing to nominate any person for election as a director of FIS at the Annual Meeting of Shareholders to be held in 2026
must comply with the notice deadlines as calculated in Section 1.12(d) and 2.12(b).
In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy
rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees
must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934,
as amended. Such notice must be provided to the Corporate Secretary of the Company at 347 Riverside Avenue,
Jacksonville, Florida 32202, no earlier than November 29
, 2025, and no later than December 29, 2025
, assuming that the
2025 Annual Meeting of Shareholders is held on schedule.
Any other proposal that a shareholder wishes to be considered for inclusion in the proxy and proxy statement relating to
the Annual Meeting of Shareholders to be held in 2026 pursuant to Rule 14a-8 must be received by the Company no
later than December 29, 2025. Any proposal that a shareholder wishes to bring before the 2026 Annual Meeting of
Shareholders without inclusion of such proposal in the Company’s proxy materials must also be received by the
Company no later than
December 29
, 2025. All proposals must comply with the applicable requirements or conditions
established by the SEC and the Company’s Bylaws, which require, among other things, certain information to be
provided in connection with the submission of shareholder proposals. All proposals must be directed to the Corporate
Secretary of the Company at 347 Riverside Avenue, Jacksonville, Florida 32202. The persons designated by us as
proxies in connection with the Annual Meeting of Shareholders will have discretionary voting authority with respect to
any shareholder proposal for which the Company does not receive timely notice.
Shareholder Recommendations for Board Membership
The Board has adopted a policy with respect to the consideration of director candidates recommended by shareholders.
A candidate submission from a shareholder will be considered at any time if the following information is submitted to the
Corporate Secretary of the Company:
•
The recommending shareholder’s name and address, together with the number of shares, length of period held and
proof of ownership;
•
Name, age and address of candidate;
•
Detailed resume of candidate, including education, occupation, employment and other current commitments;
•
Description of arrangements or understandings between the recommending shareholder and the candidate;
•
Statement describing the candidate’s reasons for seeking election to the Board and documenting the candidate’s
satisfaction of qualifications articulated by the Board;
•
A signed statement from the candidate, confirming willingness to serve and lack of conflict of interest with the
Company; and
•
If the recommending shareholder has been a beneficial holder of more than 5% of the Company’s stock for more than
a year, then it must consent to additional public disclosures by the Company with regard to the nomination.
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Shareholder Nominations for Board Membership and Other Proposals
The Corporate Secretary will promptly forward complying nominee recommendation submissions to the Chair of the
Corporate Governance, Nominating and Sustainability Committee. The Corporate Governance, Nominating and
Sustainability Committee will apply the same criteria in evaluating candidates nominated by shareholders as in evaluating
candidates recommended by other sources.
In addition, nominations of individuals for election to our Board at any meeting of shareholders at which directors are
to be elected may be made by any of our shareholders entitled to vote for the election at that meeting by complying with
the procedures set forth in Section 1.12 or Section 2.12 of our Bylaws. Section 2.12
sets the Proxy Access rights of our
shareholders. It provides that a shareholder, or a group of up to twenty (20) shareholders, who have held at least 3% of
the total outstanding shares of the Company continuously for three years or more may nominate and include in our proxy
materials up to the greater of two (2) directors or twenty percent (20%) of the current Board, provided that the
shareholder(s) and the nominee(s) satisfy the requirements specified in Section 2.12. For information regarding the
deadlines for submitting nomination notices pursuant to Section 1.12 or Section 2.12 of our Bylaws, see “Shareholder
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2025 Proxy Statement
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Other Matters
The Company knows of no other matters to be submitted at the meeting. If any other matters properly come before the
meeting, the enclosed proxy card confers discretionary authority on the persons named in the enclosed proxy card to
vote as they deem appropriate on such matters. It is the intention of the persons named in the enclosed proxy card to
vote the shares in accordance with their best judgment.
Available Information
The Company files Annual Reports on Form 10-K with the SEC. A copy of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2024 (except for certain exhibits thereto), including our audited financial statements, may be
obtained, free of charge, upon written request by any shareholder to Fidelity National Information Services, Inc., 347
Riverside Avenue, Jacksonville, Florida 32202, Attention: Investor Relations. Copies of all exhibits to the Annual Report
on Form 10-K are available upon a similar request, subject to reimbursing us for our expenses in supplying any exhibit.
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Frequently Asked Questions
Your shares can be voted at the annual meeting only if you vote by proxy or if you are present and vote in person. Even if
you expect to attend the annual meeting, please vote by proxy to ensure that your shares will be represented.
Why did I receive these materials?
We are providing you with a Notice of Internet Availability of Proxy Materials and access to these proxy materials, which
include this proxy statement, a proxy card, and our Annual Report on Form 10-K for the year ended December 31, 2024,
because you were a shareholder of the Company at the close of business on April 14, 2025 (the “record date”); therefore,
you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted
on at the annual meeting and the voting process, as well as information about the Company’s directors and
executive officers.
Why did I receive a one-page notice (the “E-Proxy
Notice’’) in the mail regarding the Internet availability
of proxy materials, instead of a full printed set of
proxy materials?
As permitted by SEC rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we
generally furnish proxy materials via the Internet. Unless you have previously signed up to receive your materials in
paper, you will receive a document entitled
Notice of Internet Availability of Proxy Materials
(the “E-Proxy Notice”) and
will not receive a printed copy of the proxy materials or the annual report to stockholders, unless you specifically request
them. The E-Proxy Notice will instruct you as to how you may access and review all of the important information
contained in the proxy materials, including our annual report to stockholders, online.
Instructions for requesting printed proxy materials are included in the E-Proxy Notice. E-Proxy Notices are distributed by
mail, unless you previously signed up to receive your proxy materials electronically, in which case it will be sent to the
last email address you provided to us. If you previously notified us of your election to receive all proxy materials in
printed format, then we will send you a full set of printed proxy materials, including our annual report to stockholders,
rather than an E-Proxy Notice. E-Proxy Notices or full sets of printed proxy materials will be distributed on or about
April 28, 2025.
If you previously elected to receive your proxy materials in printed format, but would like to receive an E-Proxy Notice
and use the Internet to access proxy materials in the future, please visit
www.proxyvote.com
and click on “Delivery
Settings.” This would significantly reduce our printing and postage costs and eliminate bulky paper documents from your
personal files.
Who is Entitled to Vote?
All record holders of FIS common stock as of the close of business on April 14, 2025, are entitled to vote. On that day,
525,818,063 shares were issued, outstanding and eligible to vote. Each share is entitled to one vote on each matter
presented at the annual meeting.
What Shares are Covered by the Proxy Card?
The proxy card covers all shares held by you of record, that is, all shares registered in your name.
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2025 Proxy Statement
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Frequently Asked Questions
What if I Am A Beneficial Holder Rather than an Owner
of Record?
If you hold your shares through a broker, bank, or other nominee, you will receive separate instructions from the nominee
describing how to vote your shares.
How Do I Vote?
1.
In person at the annual meeting
. All shareholders of record may vote in person at the annual meeting by bringing
the enclosed proxy card and proof of identification; or
2.
By proxy
. There are three ways to vote by proxy:
a.
by internet, using a unique password printed on your proxy card and following the instructions on the proxy card;
b.
by mail, using the enclosed proxy card and return envelope; or
c.
by telephone, using the telephone number printed on the proxy card and following the instructions on the
proxy
card.
Even if you expect to attend the annual meeting, please vote by proxy to ensure that your shares will
be represented.
What Does it Mean to Vote By Proxy?
It means that you authorize someone else to vote your shares in accordance with your instructions. In this case, we are
asking you to give your proxy to our Chief Executive Officer, Chief Financial Officer and Corporate Secretary, who are
sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be
counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific
instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your
shares in accordance with the recommendation of the Board for such proposal.
What Happens if Other Matters are Raised at
the Meeting?
Although we are not aware of any matters to be presented at the annual meeting other than those contained in the
Notice of Annual Meeting, if other matters are properly raised at the meeting in accordance with the procedures
specified in the corporate Bylaws, all proxies given to the proxy holders will be voted in accordance with their
best judgment.
What If I Submit a Proxy And Later Change My Mind?
If you submit your proxy and later wish to revoke it, you may do so by doing one of the following:
(i)
giving written notice to the Corporate Secretary prior to the annual meeting;
(ii)
timely submitting another proxy bearing a later date (in any of the permitted forms) prior to the annual meeting; or
(iii)
casting a ballot in person at the annual meeting.
Who Will Count the Votes?
Broadridge Financial Solutions, Inc. will serve as proxy tabulator and count the votes, and the results will be certified by
the inspector of election.
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Frequently Asked Questions
How Many Votes Must Each Proposal Receive to
be Adopted?
The following votes must be received:
For Proposal No. 1
, regarding the election of directors, to be elected, each of the director nominees named in this proxy
statement must receive more votes cast “for” such nominee’s election than votes cast “against” such nominee’s
election. If a nominee who currently is serving as a director does not receive the required vote for election or re-election,
Georgia law provides that such director will continue to serve on the Board as a “holdover” director. However, pursuant
to FIS’ Majority Voting Policy, in that situation, our Corporate Governance, Nominating and Sustainability Committee
would promptly make a recommendation to the Board about whether to accept or reject the resignation of the
“holdover” director and the Board would then take action on the recommendation no later than 180 days following the
date of the election.
For Proposal No. 2
, regarding a non-binding advisory vote on the compensation paid to our named executive officers,
under Georgia law, the action will be approved (on a non-binding advisory basis) if a quorum exists and the shares
present or represented by proxy and entitled to vote favoring the action exceed the shares present or represented by
proxy opposing the action.
For Proposal No.
3
, regarding the ratification of the appointment of KPMG LLP as our independent registered public
accounting firm, under Georgia
law
the action will be approved if a quorum exists and the shares present or represented
by proxy and entitled to vote favoring the action exceed the shares present or represented by proxy opposing the action.
What Constitutes a
Quorum
?
A quorum is present if a majority of the outstanding shares of common stock entitled to vote is represented either in
person or by proxy. Broker non-votes and abstentions are counted for purposes of determining whether a quorum
is present.
What are Broker Non-Votes and What Effect Will
They
Have?
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do
not receive voting instructions from the beneficial holders at least ten days before the meeting. If that happens, the
nominees may vote those shares only on matters deemed “routine” by the NYSE, such as the ratification of the
appointment of the independent registered public accounting firm (Proposal No. 3). On non-routine matters, such as
Proposals
No. 1 and 2, nominees cannot vote unless they receive voting instructions from beneficial owners, resulting in
so called “broker non-votes.” Accordingly, with respect to Proposals No. 1 and 2, broker non-votes will not affect the
outcome of the vote. Please be sure to give specific voting instructions to your broker,
so that your vote can be counted.
What Effect Does an Abstention Have?
With respect to each proposal, abstentions will not be included in vote totals and will not affect the outcome of the vote.
Who Pays the Cost of Soliciting Proxies?
The Company pays the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting
of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors,
officers and employees of the Company may solicit proxies by telephone, email or other personal contact. Such persons
will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and
custodians who are holders of record of shares of common stock will be requested to forward proxy soliciting material to
the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in
connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson LLC to
assist in the solicitation of proxies for an estimated fee of $23,049, plus reimbursement of expenses.
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2025 Proxy Statement
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|
Frequently Asked Questions
What If I Share a Household with Another Shareholder?
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of
record who have the same address and last name and do not participate in electronic delivery of proxy materials will
receive only one copy of our Annual Report and proxy statement unless one or more of these shareholders notifies us
that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not
in any way affect dividend check mailings. If you are eligible for householding, but you and other shareholders of record
with whom you share an address currently receive multiple copies of our Annual Reports and/or proxy statements, or if
you hold stock in more than one account, and in either case you wish to receive only a single copy of the Annual Report
or proxy statement for your household, please contact our transfer agent, Computershare (in writing: P.O. Box 43006,
Providence, RI 02940-3006; or by telephone: (800) 568-3476). If you participate in householding and wish to receive a
separate copy of the 2024 Annual Report or this proxy statement, or if you do not wish to participate in householding
and prefer to receive separate copies of future Annual Reports and/or proxy statements, please contact Computershare
as indicated above. Beneficial shareholders can request information about householding from their banks, brokers or
other holders of record. The Company hereby undertakes to deliver promptly upon written or oral request, a separate
copy of the Annual Report to shareholders, or proxy statement, as applicable, to a Company shareholder at a shared
address to which a single copy of the document was delivered.
The Annual Report is also available on the Investor Relations page of our website at
www.fisglobal.com
or on
the SEC’s website at
www.sec.gov/edgar
. The content on our website does not constitute a part of this
proxy statement.
Forward-Looking Statements
This proxy statement contains “forward-looking statements” within the meaning of the U.S. federal securities laws.
Statements that are not historical facts, as well as other statements about our expectations, beliefs, intentions, or
strategies regarding the future, or other characterizations of future events or circumstances, are forward-looking
statements. Forward-looking statements include statements about anticipated financial outcomes, including any
earnings outlook or projections, projected revenue or expense synergies or dis-synergies, business and market
conditions, outlook, foreign currency exchange rates, deleveraging plans, expected dividends and share repurchases of
the Company, the Company’s sales pipeline and anticipated profitability and growth, plans, strategies and objectives for
future operations, strategic value creation, risk profile and investment strategies, any statements regarding future
economic conditions or performance and any statements with respect to the future impacts of
the pending
acquisition of
Global Payments' Issuer Solutions business (“Issuer Solutions”) and the pending sale of Worldpay
.
These statements
may be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “would,”
“project,” “continue,” “likely,” and similar expressions, and include statements reflecting future results, statements of
outlook and various accruals and estimates. These statements relate to future events and our future results and involve a
number of risks and uncertainties. Forward-looking statements are based on management’s beliefs as well as
assumptions made by, and information currently available to, management.
Actual results, performance or achievement could differ materially from these forward-looking statements. The risks and
uncertainties to which forward-looking statements are subject include the following, without limitation:
•
Changes in general economic, business and political conditions, a recession, intensified or expanded international
hostilities, acts of terrorism, increased rates of inflation or interest effects of announced or future tariff increases and
any resulting retaliatory actions, changes in global trade relations, changes in consumer or business confidence,
changes in either or both the United States and international lending, capital and financial markets or currency
fluctuations;
•
The risk that acquired businesses will not be integrated successfully or that the integration will be more costly or more
time-consuming and complex than anticipated;
•
The risk that cost savings and synergies anticipated to be realized from acquisitions may not be fully realized or may
take longer to realize than expected or that costs may be greater than anticipated;
•
The risks of doing business internationally;
|
102
|
FIS Global
|
|
Frequently Asked Questions
•
The effect of legislative initiatives or proposals, statutory changes, governmental or applicable regulations and/or
changes in industry requirements, including privacy, data protection, cybersecurity, cyber resilience and AI laws
and regulations;
•
Our ability to comply with climate change legal and regulatory requirements and to maintain practices that meet our
stakeholders’ evolving expectations;
•
The risks of reduction in revenue from the elimination of existing and potential customers due to consolidation in, or
new laws or regulations affecting, the banking, retail and financial services industries or due to financial failures or
other setbacks suffered by firms in those industries;
•
Changes in the growth rates of the markets for our solutions;
•
The amount, declaration and payment of future dividends is at the discretion of our Board and depends on, among
other things, our investment opportunities, results of operations, financial condition, cash requirements, future
prospects, and other factors that may be considered relevant by our Board, including legal and
contractual restrictions;
•
The amount and timing of any future share repurchases is subject to, among other things, our share price, our other
investment opportunities and cash requirements, our results of operations and financial condition, our future
prospects and other factors that may be considered relevant by our Board and management;
•
Failures to adapt our solutions to changes in technology or in the marketplace;
•
Internal or external security or privacy breaches of our systems, including those relating to unauthorized access, theft,
corruption or loss of personal information and computer viruses and other malware affecting our software or
platforms, and the reactions of customers, card associations, government regulators and others to any such events;
•
The risk that implementation of software, including software updates, for customers or at customer locations or
employee error in monitoring our software and platforms may result in the corruption or loss of data or customer
information, interruption of business operations, outages, exposure to liability claims or loss of customers;
•
The risk that partners and third parties may fail to satisfy their legal obligations to us;
•
Risks associated with managing pension cost, cybersecurity issues, IT outages experienced by us or by third parties
and data privacy;
•
Our ability to navigate the opportunities and risks associated with using and/or incorporating AI technologies into
our business;
•
The reaction of current and potential customers to communications from us or regulators regarding information
security, risk management, internal audit or other matters;
•
The risk that the pending acquisition of Issuer Solutions will not be completed or will not provide the expected
benefits, including the anticipated cost or revenue synergies, within the expected timeframe, in full or at all
;
•
The risk that the integration of Issuer Solutions will be more difficult, time-consuming or expensive than anticipated;
•
Competitive pressures on pricing related to the decreasing number of community banks in the U.S., the development
of new disruptive technologies competing with one or more of our solutions, increasing presence of international
competitors in the U.S. market and the entry into the market by global banks and global companies with respect to
certain competitive solutions, each of which may have the impact of unbundling individual solutions from a
comprehensive suite of solutions we provide to many of our customers;
•
The failure to innovate in order to keep up with new emerging technologies, which could impact our solutions and our
ability to attract new, or retain existing, customers;
•
An operational or natural disaster at one of our major operations centers;
•
Failure to comply with applicable requirements of payment networks or changes in those requirements;
•
Fraud by bad actors; and
•
Other risks detailed elsewhere in the “Risk Factors” section and other sections of our Annual Report on Form 10-K for
the fiscal year ended December 31,
2024
, and in our other filings with the SEC.
Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition,
results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking
statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Except as required by applicable law or regulation, we do not undertake (and
expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking
statements, whether as a result of new information, futur
e events or
otherwise
.
|
|
2025 Proxy Statement
|
103
|
Appendix A
Reconciliations of Non-GAAP Financial M
easures
1.
Adjusted Revenue Growth
|
Year Ended
December 31, 2024
|
Year Ended
December 31, 2023
|
||||||||||
|
($ in Millions)
|
Revenue
|
Foreign
Currency
Exchange
Rate
Fluctuations
|
Constant
Currency
Revenue
|
Revenue
|
Adjusted
Growth
(1)
|
||||||
|
Consolidated FIS
|
$
10,127
|
$
(1)
|
$
10,125
|
$
9,831
|
|||||||
|
Corporate and Other
|
256
|
4
|
260
|
322
|
|||||||
|
Adjusted Revenue
|
$
9,871
|
$
(5)
|
$
9,865
|
$
9,509
|
4%
|
||||||
(1)
Adjusted growth excludes Corporate and Other. The Corporate and Other segment includes certain non-strategic business that we plan to wind down
or sell.
2. Adjusted EBITDA Margin
|
Years Ended December 31,
|
|||
|
($ in Millions)
|
2024
|
2023
|
|
|
Net earnings (loss) attributable to FIS from continuing operations
|
$
787
|
$
502
|
|
|
Provision (benefit) for income taxes
|
362
|
157
|
|
|
Interest expense, net
|
250
|
621
|
|
|
Equity method investment (earnings) loss, net of taxes
|
145
|
–
|
|
|
Other, net
|
165
|
167
|
|
|
Operating income (loss), as reported
|
1,709
|
1,447
|
|
|
Depreciation and amortization, net of purchase accounting amortization
|
1,062
|
1,047
|
|
|
Non-GAAP adjustments:
|
|||
|
Purchase accounting amortization
(1)
|
675
|
696
|
|
|
Acquisition, integration and other costs
(2)
|
624
|
482
|
|
|
Asset impairments
(3)
|
52
|
113
|
|
|
Indirect Worldpay business support costs
(4)
|
14
|
167
|
|
|
Adjusted EBITDA from continuing operations
|
$
4,136
|
$
3,952
|
|
|
Revenue
|
$
10,127
|
$
9,831
|
|
|
Adjusted EBITDA
|
$
4,136
|
$
3,952
|
|
|
Adjusted EBITDA Margin
|
40.84%
|
40.20%
|
|
(1)
This item represents purchase price amortization expense on all intangible assets acquired through various Company acquisitions, including customer
relationships, contract value, technology assets, trademarks and trade names. The Company has excluded the impact of purchase price amortization
expense as such amounts can be significantly impacted by the timing and/or size of acquisitions. Although the Company excludes these amounts from
its non-GAAP expenses, the Company believes that it is important for investors to understand that such intangible assets contribute to revenue
generation. Amortization of assets that relate to past acquisitions will recur in future periods until such assets have been fully amortized. Any future
acquisitions may result in the amortization of future assets.
|
104
|
FIS Global
|
|
(2)
This item represents costs comprised of the following:
|
Years Ended December 31,
|
|||||
|
($ in Millions)
|
2024
|
2023
|
|||
|
Acquisition and integration
|
$
88
|
$
48
|
|||
|
Enterprise transformation, including Future Forward and platform modernization
|
262
|
312
|
|||
|
Severance and other termination expenses
|
56
|
70
|
|||
|
Separation of the Worldpay Merchant Solutions business
|
148
|
17
|
|||
|
Incremental stock compensation directly attributable to specific programs
|
58
|
15
|
|||
|
Other, including divestiture-related expenses and enterprise cost control and
other initiatives
|
12
|
20
|
|||
|
Total
|
$
624
|
$
482
|
|||
(3)
For the year ended December 31, 2024, this item primarily includes an estimated loss recorded on the expected sale of a non-strategic business, as
well as impairments primarily related to the termination of certain internally developed software projects. For the year ended December 31, 2023, this
item includes impairments primarily related to the termination of certain internally developed software projects.
(4)
This item represents costs that were incurred in support of the Worldpay Merchant Solutions business prior to the separation but are not directly
attributable to it and thus were not recorded in discontinued operations. The Company is being reimbursed for these expenses as part of Transition
Services Agreements or will eliminate them post separation; therefore, the expenses have been adjusted out of continuing operations and added to
discontinued operations.
TABLE OF CONTENTS
FIS at a Glance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Voting Roadmap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Proxy Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PROPOSAL 1 Election of DirectorsNominees for Election as Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Board Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Our 2024-2025 Shareholder Engagement Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Contacting the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PROPOSAL 2 Advisory Vote on Executive CompensationCertain Information About Our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Performance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Say-On-Pay Vote and Shareholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Establishing Executive Compensation Levels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Independence of the Compensation Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Total Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Narrative Discussion for Summary Compensation Table and Grants of Plan-Based Awards Table . . . . . . . . . . . . . . . . . . . . . . . . .2024 Outstanding Equity Awards at Fiscal Year-end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Option Exercises and Stock Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2024 Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Action to Recover Erroneously Awarded Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .PROPOSAL 3 Ratification of Independent Registered Public Accounting FirmRatification of KPMG LLP as the Companys Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Approval of Accountants Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Security Ownership of Certain Beneficial Owners, Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Securities Authorized for Issuance Under Equity Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Shareholder Nominations for Board Membership and Other Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Frequently Asked Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .