DEF 14A of Fidelity National Information Services, Inc., Apr 28, 2025

DEF 14A of Fidelity National Information Services, Inc.

Filed Apr 28, 2025 · FY20240001136893-25-000047

Open on EDGAR

  1. Director Nominee Attributes

    Director Nominee Attributes

  2. Director Nominee Attributes

    | BOARD REFRESHMENT | | BOARD INDEPENDENCE | | | | | | 8 new directors in past 5 years | | |

  3. Director Nominee Attributes

    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.

  4. Director Nominee Attributes

    | | 2025 Proxy Statement | 9 |

  5. Board of Directors

    Board of Directors

  6. Nominees for Election as Directors

    Nominees for Election as Directors

  7. 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 |

  8. Nominees for Election as Directors

    | | Independent | CC | Compensation Committee | | | Chair | CGNSC | Corporate Governance, Nominating and Sustainability Committee | | AC | Audit Committee | RTC | Risk and Technology Committee | | EC | Executive Committee | | |

  9. Nominees for Election as Directors

    | | 2025 Proxy Statement | 11 |

  10. Proposal 1: Election of Directors

    Proposal 1: Election of Directors 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 be significant.

  11. Proposal 1: Election of Directors

    | 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 | | | | | | | | | |

  12. Proposal 1: Election of Directors

    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.

  13. Proposal 1: Election of Directors

    | | 2025 Proxy Statement | 19 |

  14. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  15. Nominees for Election as Director

    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 worked 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.

  16. Nominees for Election as Director

    | | | | | | 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 |

  17. Nominees for Election as Director

    | 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 | | |

  18. Experience

    Experience •Senior Advisor, Canapi Ventures (2019 – present) •Advisor Emeritus (2019 – present), Senior Advisor (2016 – 2019), Managing Director (2011 – 2016 and 2004 – 2009),

  19. Hellman & Friedman LLC

    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)

  20. Hellman & Friedman LLC

    | 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 |

  21. Hellman & Friedman LLC

    | 20 | FIS Global | |

  22. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  23. Proposal 1: Election of Directors

    | | | | | | 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 |

  24. Proposal 1: Election of Directors

    | 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 | | |

  25. 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)

  26. Experience

    | Other Public Company Boards (Former) •Lululemon Athletica Inc. (2019 – 2022) | Education •BA, Accounting, Miami University |

  27. Experience

    | | 2025 Proxy Statement | 21 |

  28. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  29. 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 |

  30. Proposal 1: Election of Directors

    | 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 | | |

  31. 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

  32. Experience

    | Other Public Company Boards (Current) •Motorola Solutions, Inc. (2024 – present) 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 |

  33. Experience

    | 22 | FIS Global | |

  34. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  35. Proposal 1: Election of Directors

    | | | | | | 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 |

  36. Proposal 1: Election of Directors

    | 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 | | | | |

  37. 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)

  38. Experience

    | 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 |

  39. Experience

    | | 2025 Proxy Statement | 23 |

  40. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  41. 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 |

  42. Proposal 1: Election of Directors

    | 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 | | |

  43. Experience

    Experience •Chief Executive Officer, Retirement Solutions (2024 – Present), Senior Executive Vice President (2022 – 2024), TIAA •Executive 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

  44. Experience

    | 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 |

  45. Experience

    | 24 | FIS Global | |

  46. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  47. Proposal 1: Election of Directors

    | | | | | | 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 |

  48. Proposal 1: Election of Directors

    | 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 |

  49. Experience

    Experience •President 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)

  50. Experience

    | 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 |

  51. Experience

    | | 2025 Proxy Statement | 25 |

  52. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  53. 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 |

  54. Proposal 1: Election of Directors

    | 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 | | |

  55. Experience

    Experience •Executive 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

  56. Experience

    | 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 |

  57. Experience

    | 26 | FIS Global | |

  58. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  59. Proposal 1: Election of Directors

    | | | | | | 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 |

  60. Proposal 1: Election of Directors

    | 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 |

  61. Experience

    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

  62. Experience

    | 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 |

  63. Experience

    | | 2025 Proxy Statement | 27 |

  64. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  65. 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 |

  66. Proposal 1: Election of Directors

    | 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 | | |

  67. Experience

    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

  68. Experience

    | 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 |

  69. Experience

    | 28 | FIS Global | |

  70. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  71. Proposal 1: Election of Directors

    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.

  72. Proposal 1: Election of Directors

    | 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. |

  73. Cybersecurity and Information Security Risk

    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.

  74. Cybersecurity and Information Security Risk

    | 30 | FIS Global | |

  75. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  76. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  77. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  78. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  79. Board Refreshment and Effectiveness

    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.

  80. Searches for Director Candidates

    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.

  81. Board Composition

    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 factors, with no single factor being determinative or required. Rather, the Committee and the Board weigh all relevant considerations to determine whether the candidate will effectively interact with and contribute to the Board in a collaborative and collegial manner. Specific qualifications considered include: 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, P&L 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.

  82. Board Composition

    | 34 | FIS Global | |

  83. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  84. Board Time Commitment Policy

    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.

  85. Mandatory Retirement Age Policy

    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.

  86. Director Onboarding and Continuing Education

    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.

  87. Director Onboarding and Continuing Education

    | | 2025 Proxy Statement | 35 |

  88. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  89. Our Board and Committee Evaluation Process

    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.

  90. Our 2024-2025 Shareholder Engagement Program

    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.

  91. Our 2024-2025 Shareholder Engagement Program

    | 36 | FIS Global | |

  92. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  93. Contacting the Board

    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.

  94. Board Leadership Structure

    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.

  95. Director Independence

    Director Independence Section 303A.02 of the NYSE 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.

  96. Director Independence

    | | 2025 Proxy Statement | 37 |

  97. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  98. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  99. Proposal 1: Election of Directors

    | Audit Committee |

  100. Proposal 1: Election of Directors

    | | | | | | | | | 2024 Meetings: 12 | | 2024 Attendance: 100% | | Members: (As of April 14, 2025) | | | | | | | | | Nicole M. Anasenes (Chair) | Lee Adrean | Kourtney K. Gibson | | Lisa A. Hook | |

  101. Proposal 1: Election of Directors

    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).

  102. Proposal 1: Election of Directors

    | | 2025 Proxy Statement | 39 |

  103. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  104. Proposal 1: Election of Directors

    | Compensation Committee |

  105. Proposal 1: Election of Directors

    | | | | | | | | | 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. |

  106. Proposal 1: Election of Directors

    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 other 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 proxy statement entitled “Compensation Discussion and Analysis” beginning on page 48.

  107. Proposal 1: Election of Directors

    | 40 | FIS Global | |

  108. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  109. Proposal 1: Election of Directors

    | Corporate Governance, Nominating and Sustainability Committee |

  110. Proposal 1: Election of Directors

    | | | | | | | | | 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. | |

  111. Proposal 1: Election of Directors

    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.

  112. Proposal 1: Election of Directors

    | | 2025 Proxy Statement | 41 |

  113. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  114. Proposal 1: Election of Directors

    | Risk and Technology Committee |

  115. Proposal 1: Election of Directors

    | | | | | | | | | 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 | |

  116. Proposal 1: Election of Directors

    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.

  117. Proposal 1: Election of Directors

    | 42 | FIS Global | |

  118. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  119. Proposal 1: Election of Directors

    | Executive Committee |

  120. Proposal 1: Election of Directors

    | | | | | | | | | | 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 |

  121. Proposal 1: Election of Directors

    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.

  122. Director Compensation

    Director Compensation

  123. Proposal 1: Election of Directors

    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:

  124. Proposal 1: Election of Directors

    | 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 |

  125. Proposal 1: Election of Directors

    (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.

  126. Proposal 1: Election of Directors

    | 44 | FIS Global |

  127. Proposal 1: Election of Directors

    | 2025 Proxy Statement | 45 |

  128. Proposal 1: Election of Directors

    | 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.” |

  129. Proposal 1: Election of Directors

    The Board recommends that the shareholders vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement.

  130. Proposal 1: Election of Directors

    | 46 | FIS Global | |

  131. designed to drive and reward operational excellence and place greater focus on goals that are appropriate for

    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 Revenue 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 S&P 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 Adjusted Revenue Growth, Adjusted EPS Growth and relative TSR performance.

  132. Compensation Governance

    | | 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 | |

  133. Establishing Executive Compensation Levels

    | 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: |

  134. Use of Peer Group Data

    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.

  135. Use of Peer Group Data

    | 54 | FIS Global | |

  136. Compensation Discussion and Analysis

    (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, S&P 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.

  137. Role of Compensation Committee, Compensation Consultant and

    Role of Compensation Committee, Compensation Consultant and

  138. Independence of the Compensation Consultant

    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.

  139. Compensation 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 S&P 500 Index. |

  140. Annual Cash Incentive

    Annual Cash Incentive 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.

  141. Annual Cash Incentive

    | 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% |

  142. Annual Cash Incentive

    (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.

  143. Annual Cash Incentive

    | | 2025 Proxy Statement | 59 |

  144. 2024 Annual Cash Incentive Program Goals and Results

    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.

  145. 2024 Annual Cash Incentive Program Goals and Results

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  146. Compensation Discussion and Analysis

    | | 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 |

  147. Compensation Discussion and Analysis

    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.

  148. 2024 Annual Cash Incentive Program - Performance Goals and Results

    2024 Annual Cash Incentive Program - Performance Goals and Results

  149. 2024 Annual Cash Incentive Program - Performance Goals and Results

    | | 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% |

  150. 2024 Annual Cash Incentive Program - Performance Goals and Results

    (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.

  151. Long-Term Equity Incentives

    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.

  152. 2024 Annual Long Term Incentive Awards(1)

    2024 Annual Long Term Incentive Awards(1)

  153. 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 |

  154. 2024 Annual Long Term Incentive Awards(1)

    (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 service. This 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 Awards Table on page 71.

  155. 2024 Annual Long Term Incentive Awards(1)

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  156. Compensation Discussion and Analysis

    Compensation 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.

  157. PSU grants made in 2024

    PSU grants made in 2024 For PSU grants made in 2024, the performance vesting element is based on pre-determined three-year targets for annual 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 S&P 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.

  158. PSU grants made in 2024

    | | TSR percentile rank relative to S&P 500 Index | | | | | < 25th percentile | ≥ 25th percentile to < 75th percentile | ≥ 75th percentile | | Modifier: | – 25% | No Change | + 25% |

  159. PSU grants made in 2024

    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 S&P 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 in 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.”

  160. PSU grants made in 2024

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  161. PSU grants made in 2023

    PSU grants made in 2023 For PSU grants made in 2023, the performance vesting element is based 100% on TSR performance relative to the S&P 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.

  162. PSU grants made in 2022

    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 S&P 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.

  163. PSU grants made in 2022

    | | TSR percentile rank relative to S&P 500 Index | | | | | < 25th percentile | ≥ 25th percentile to < 75th percentile | ≥ 75th percentile | | Modifier: | -15% | No Change | +15% |

  164. PSU grants made in 2022

    Based 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.

  165. Restricted Stock Units

    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 until the RSUs vest.

  166. Restricted Stock Units

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  167. 2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs

    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.

  168. 2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs

    | 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. |

  169. 2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs

    (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.

  170. 2024 Performance – First Year of 2024 PSUs and Third Year of 2022 PSUs

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  171. Compensation Discussion and Analysis

    Compensation Discussion and Analysis 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.

  172. 2024 PSUs and 2022 PSUs - Performance Goals and Results for 2024 Performance Year

    2024 PSUs and 2022 PSUs - Performance Goals and Results for 2024 Performance Year

  173. 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% |

  174. 2024 PSUs and 2022 PSUs - Performance Goals and Results for 2024 Performance Year

    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 performance 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 S&P 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.

  175. 2024 PSUs and 2022 PSUs - Performance Goals and Results for 2024 Performance Year

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  176. 2023 PSUs – Accrual Based on Performance Through 2024

    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 S&P 500 Index. Based on the Company’s TSR compared to the S&P 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.

  177. Clawback Policy

    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 Compensation – Action to Recover Erroneously Awarded Compensation” on page 81 below.

  178. Equity Grant Procedures

    Equity Grant Procedures The following information is being provided as required by Item 402(x) of Regulation S-K. We do not grant equity awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non- 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 terms of the equity grants. We generally grant annual equity awards to our executives in the first quarter of each year 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.

  179. Qualified Retirement Equity Program

    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 and 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,

  180. Executive Severance Plan

    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.

  181. Executive Severance Plan

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  182. Compensation Discussion and Analysis

    Compensation Discussion and Analysis 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.

  183. Post-termination Compensation and Benefits

    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. Descriptions 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”).

  184. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  185. 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 |

  186. 2024 Summary Compensation Table

    (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. See “Action to Recover Erroneously Awarded Compensation" on page 81. (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, including 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 payable 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.

  187. 2024 Summary Compensation Table

    | | 2025 Proxy Statement | 71 |

  188. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  189. 2024 Grants of Plan-Based Awards

    | (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 | – | – | – | – | – |

  190. 2024 Grants of Plan-Based Awards

    (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), for 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 S&P 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.

  191. 2024 Grants of Plan-Based Awards

    | 72 | FIS Global | |

  192. and Grants of Plan-Based Awards Table

    and Grants of Plan-Based Awards Table

  193. 2024 Outstanding Equity Awards at Fiscal Year-end

    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:

  194. 2024 Outstanding Equity Awards at Fiscal Year-end

    | (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 |

  195. 2024 Outstanding Equity Awards at Fiscal Year-end

    (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.

  196. 2024 Outstanding Equity Awards at Fiscal Year-end

    | | 2025 Proxy Statement | 75 |

  197. 2024 Option Exercises and Stock Vested

    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:

  198. 2024 Option Exercises and Stock Vested

    | | 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 |

  199. 2024 Nonqualified Deferred Compensation

    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:

  200. 2024 Nonqualified Deferred Compensation

    | 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 |

  201. 2024 Nonqualified Deferred Compensation

    (1)The amount for Ms. Williams reflects the change in executive holdings in 2024 under the FIS Deferred Compensation Plans.

  202. 2024 Nonqualified Deferred Compensation

    | 76 | FIS Global | |

  203. Potential Payments Upon Termination or Change

    Potential Payments Upon Termination or Change

  204. Potential Payments Under Employment Agreements

    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 following 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.

  205. Potential Payments Under Stock Plans

    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.

  206. CEO Pay Ratio

    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.

  207. Pay Versus Performance

    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.

  208. Pay Versus Performance

    | | | | | | | | 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 | $21,243,485 | n/a | $33,854,155 | $7,134,815 | $10,873,143 | $64.14 | $126.45 | $1,450 | $10,101 | | 2023(6) | n/a | $19,433,742 | n/a | $14,340,414 | $6,589,111 | $5,523,077 | $46.83 | $118.52 | $(6,655) | $14,581 | | 2022(7) | $45,321,374 | $15,830,864 | $19,650,428 | $3,210,304 | $8,545,905 | $2,582,104 | $51.00 | $100.28 | $(16,752) | $14,817 | | 2021(8) | $25,023,771 | n/a | $(110,502) | n/a | $10,257,289 | $2,697,249 | $80.26 | $120.19 | $417 | $13,843 | | 2020(9) | $17,905,009 | n/a | $16,684,741 | n/a | $16,506,772 | $14,866,207 | $102.76 | $124.60 | $158 | $12,591 |

  209. Pay Versus Performance

    (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.

  210. Pay Versus Performance

    | | 2025 Proxy Statement | 83 |

  211. COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR

    COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR

  212. COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR

    | | PEO #1 | | PEO #2 | | Avg. NEO | | FIS TSR | | Peer TSR |

  213. COMPENSATION ACTUALLY PAID VS. FIS NET INCOME

    COMPENSATION ACTUALLY PAID VS. FIS NET INCOME

  214. COMPENSATION ACTUALLY PAID VS. FIS NET INCOME

    | | PEO #1 | | PEO #2 | | Avg. NEO | | Net Income |

  215. COMPENSATION ACTUALLY PAID VS. FIS NET INCOME

    | 86 | FIS Global | |

  216. COMPENSATION ACTUALLY PAID VS. FIS REVENUE METRIC USED FOR ANNUAL INCENTIVE PROGRAM

    COMPENSATION ACTUALLY PAID VS. FIS REVENUE METRIC USED FOR ANNUAL INCENTIVE PROGRAM

  217. COMPENSATION ACTUALLY PAID VS. FIS REVENUE METRIC USED FOR ANNUAL INCENTIVE PROGRAM

    | | PEO #1 | | PEO #2 | | Avg. NEO | | FIS Revenue Metric used for Annual Incentive Program |