DEF 14A of Fidelity National Information Services, Inc.
Filed Apr 28, 2026 · FY20250001136893-26-000026
Director Nominee Attributes
Director Nominee Attributes
Director Nominee Attributes
| | | BOARD INDEPENDENCE | | | | | | 5 of our director nominees have joined the Board in the past 5 years | | |
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.
Director Nominee Attributes
| | 2026 Proxy Statement | 9 |
Board of Directors
Board of Directors
Nominees for Election as Directors
Nominees for Election as Directors
Nominees for Election as Directors
| Name | | Age | Director Since | Board Committees | Principal Occupation | Other Public Company Boards | | | Jeffrey A. Goldstein | 70 | 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 | 52 | 2022 | EC | Chief Executive Officer and President, FIS | None | | | Nicole M. Anasenes | 52 | 2024 | AC RTC EC | Former SVP and CFO, Ansys, Inc. | 1 | | | Anil Chakravarthy | 58 | 2026 | AC RTC | President, Customer Experience Orchestration Business, Adobe | None | | | Kourtney K. Gibson | 44 | 2024 | AC RTC | CEO, Retirement Solutions, TIAA | 1 | | | Lisa A. Hook | 68 | 2019 | RTC AC EC | Former President and CEO, NeuStar, Inc. | 3 | | | Kenneth T. Lamneck | 71 | 2022 | CC CGNSC EC | Former CEO, Insight Enterprises, Inc. | 2 | | | Gary L. Lauer | 73 | 2019 | CC CGNSC EC | Executive Director and Co-Founder, Eminent Series Group | None | | | James B. Stallings, Jr. | 70 | 2013 | CC CGNSC | CEO, PS27 Ventures, LLC | 1 |
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 | | |
Nominees for Election as Directors
| | 2026 Proxy Statement | 11 |
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.
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 | | 1 | 0 | 3 | 1 | 6 | 7 | 4 | 7 | 13 | | Age | | | | | | | | | | | | Age (years old) | | 52 | 58 | 52 | 44 | 70 | 68 | 71 | 73 | 70 | | | Denotes relevant CEO experience | | | | | | | | | |
Proposal 1: Election of Directors
Although the Board remains confident in its current composition, including the skill set 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.
Proposal 1: Election of Directors
| | 2026 Proxy Statement | 19 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
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 less than 1 year to 13 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.
Nominees for Election as Director
| | | | | | Jeffrey A. Goldstein Independent Chair | | | | Age: 70 | Director since: 2020 Committee Chair: Executive | Committee Member: Compensation, Corporate Governance, Nominating and Sustainability Other Current Public Company Boards: 1 |
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 | | |
Experience
Experience •Senior Advisor, Canapi Ventures (2019 – present) •Advisor Emeritus (2019 – present), Senior Advisor (2016 – 2019), Managing Director (2011 – 2016 and 2004 – 2009),
Hellman & Friedman LLC
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)
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 |
Hellman & Friedman LLC
| 20 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Stephanie L. Ferris Chief Executive Officer and President | | | | Age: 52 | Director since: 2022 Committee Chair: None | Committee Member: Executive Other Current Public Company Boards: None |
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 | | |
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)
Experience
| Other Public Company Boards (Former) •Lululemon Athletica Inc. (2019 – 2022) | Education •BA, Accounting, Miami University |
Experience
| | 2026 Proxy Statement | 21 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Nicole M. Anasenes Independent Director | | | | Age: 52 | Director since: 2024 Committee Chair: Audit | Committee Member: Executive, Risk and Technology Other Current Public Company Boards: 1 |
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 | | |
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
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 |
Experience
| 22 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Anil Chakravarthy Independent Director | | | | Age: 58 | Director since: 2026 Committee Chair: None | Committee Member: Audit, Risk and Technology Other Current Public Company Boards: None |
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 | | | Government and Regulatory | | Technology | | Business Transformation | | | Banking/Financial Services | | | | |
Experience
Experience •President, Customer Experience Orchestration Business, Adobe (2020 – present) •Chief Executive Officer, Informatica (2015 – 2020)
Experience
| Other Public Company Boards (Former) •ANSYS, Inc. (2021 – 2025) •USAA Federal Savings Bank (2015 – 2020) | Education •BTech, Institute of Technology, Banaras Hindu University •SM, Massachusetts Institute of Technology •PhD, Massachusetts Institute of Technology |
Experience
| | 2026 Proxy Statement | 23 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Kourtney K. Gibson Independent Director | | | | Age: 44 | Director since: 2024 Committee Chair: None | Committee Member: Audit, Risk and Technology Other Current Public Company Boards: 1 |
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 | | |
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
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 |
Experience
| 24 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Lisa A. Hook Independent Director | | | | Age: 68 | Director since: 2019 Committee Chair: Risk and Technology | Committee Member: Audit, Executive Other Current Public Company Boards: 3 |
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 |
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)
Experience
| Other Public Company Boards (Current) •Philip Morris International Inc. (2018 – present) •Nokia Corporation (2022 – present) •NextNav Inc. (2026 - present) Other Public Company Boards (Former) •Ritchie Brothers Auctioneers (now known as RB Global, Inc.) (2021 – 2023) •Ping Identity Holdings (2019 – 2022) •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 (f.k.a. Reed Elsevier plc & NV) (2006 – 2016) | Education •BA, Public Policy, Duke University •JD, Dickinson School of Law at Pennsylvania State University |
Experience
| | 2026 Proxy Statement | 25 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Kenneth T. Lamneck Independent Director | | | | Age: 71 | Director since: 2022 Committee Chair: Corporate Governance, Nominating and Sustainability | Committee Member: Compensation, Executive Other Current Public Company Boards: 2 |
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 | | |
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
Experience
| Other Public Company Boards (Current) •Benchmark Electronics, Inc. (2013 – present) •TD SYNNEX Corporation (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 |
Experience
| 26 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | Gary L. Lauer Independent Director | | | | Age: 73 | Director since: 2019 Committee Chair: Compensation | Committee Member: Corporate Governance, Nominating and Sustainability, Executive Other Current Public Company Boards: None |
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 |
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
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 |
Experience
| | 2026 Proxy Statement | 27 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| | | | | | James B. Stallings, Jr. Independent Director | | | | Age: 70 | Director since: 2013 Committee Chair: None | Committee Member: Compensation, Corporate Governance, Nominating and Sustainability Other Current Public Company Boards: 1 |
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 | | |
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 and Chief Executive Officer, E House (2000 – 2002) •Served as a Captain in the U.S. Marine Corps
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 |
Experience
| 28 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
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.
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, artificial intelligence, 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. | | Compensation Committee | Risks and exposures associated with retention and succession, our executive compensation program and arrangements and certain broad-based compensation vehicles. | | Corporate Governance, Nominating and Sustainability Committee | Risks and exposures associated with director succession planning, sustainability matters, climate risk, lobbying and political engagement, overall Board and committee effectiveness and composition and compliance with our Corporate Governance Guidelines. | | Risk and Technology Committee | Risks and exposures associated with the Enterprise Risk Management function, strategy and competition (including innovation and disruptive technology risk), cybersecurity, artificial intelligence, 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. |
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 Enterprise Risk Committee (“ERC”). Its role in the Company’s risk oversight process includes overseeing the enterprise risk management program and the risk management activities. The Enterprise Risk Office provides periodic reporting of the enterprise risk management program, their assessment activities and emerging risks to the ERC and the Risk and Technology Committee of the Board, and in the case of the Company’s Compliance and Ethics programs, under the direction of the Chief Legal Officer, members of the Compliance and Legal teams provide updates to the Audit Committee of the Board. The Enterprise Risk Office 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 ERC is responsible for assessing the overall effectiveness of the risk management program and activities performed by senior management to mitigate specific risks. In its oversight role, the ERC verifies the risk management strategy deployed by the Enterprise Risk Office and Compliance Office and reviews and approves the Company’s identified top risks and risk management plan. The ERC receives periodic risk management effectiveness reporting from management, as well as updates on program changes and emerging risks.
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 2025, 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.
Cybersecurity and Information Security Risk
| 30 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors 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.
Data Protection & Privacy
Data Protection & Privacy Information security and privacy are fundamental to FIS' complex, global business. Performing well in these areas is an asset that can increase FIS' competitive advantage, market share, and reputation. Conversely, challenges or failures in these spaces can have a material adverse affect on our business, customers, and reputation. "Think Secure. Be Secure." represents the underlying theme of our comprehensive information security and data protection programs. In general, global attacks on corporate and governmental information technology systems continue to grow in frequency, complexity and sophistication. We remain vigilant and focused on making strategic investments in information security to protect our clients and our information systems. We also participate in industry and governmental initiatives to improve information security for our clients. Events in the last few years have emphasized that the technology ecosystem in which FIS operates is highly interconnected. A successful cyberattack, privacy breach, or technology failure that is several links in the information supply chain away from FIS can have a significant impact on FIS and its operations. FIS is committed to being a trusted steward of customer and consumer information, and is dedicated to compliance with all applicable information security, data protection, privacy, cyber resilience, and artificial intelligence laws wherever we do business. All FIS employees and contractors are required to complete annual Information Security and Privacy Awareness Training, which includes specific education on personal data protection, compliance, and risk management topics. On a quarterly basis, our internal team evaluates and defines the Company's risk exposure in information security using a consistent set of key performance indicators based on the risk categories of security, financial, legal, operational and strategic risk, and conducts a review of the internal and external context of threat frequency. Our assessment is then reported to the ERC, and a subset of the materials provided to the ERC are presented to the Board's Risk and Technology Committee. It is our Company's practice that the Independent Chair of the Board attend and actively participate in any meetings of the Risk and Technology Committee, and we believe our Independent Chair's experience in the areas of corporate finance, government, and financial regulation provides meaningful guidance to the Board in its role of risk oversight. In addition, the Audit Committee receives quarterly presentations from the Company's Chief Compliance Officer on the Company's compliance activities and twice a year updates from the Chief Privacy Officer on privacy and data protection matters.
Strategic Planning
Strategic Planning One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy to create long-term, sustainable value for FIS shareholders. As a result, the Board maintains an active oversight role in helping management formulate, plan and implement the Company’s strategy. The Board annually conducts a thorough and in-depth strategy review which encompasses strategic plans for the Company as a whole and for individual businesses and select functional areas. The Board’s review looks out several years into the future and assesses the Company’s positioning within the competitive landscape, including the Company’s existing and prospective markets, technological changes, the products the Company offers and plans to offer, existing and emerging competitors and the opportunities and challenges facing the Company. As part of its review, the Board assesses the overall strategic goals; the courses of action (and the related timing), which may include investments and acquisitions, needed to achieve those goals; the capabilities, capital and other resources required to implement those actions; and challenges to executing the strategy and approaches to remediating those challenges. In its review, the Board considers input received from shareholders and other stakeholders. Throughout the year, and at least quarterly, the CEO and executive management provide detailed updates to the Board on the progress of and challenges to FIS’ strategy, as well as related risks and other significant business developments.
Strategic Planning
| | 2026 Proxy Statement | 31 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors We maintain an ongoing proactive engagement program overseen by our Board’s Corporate Governance, Nominating and Sustainability Committee. We engage with a wide range of stakeholders, including shareholders, sustainability rating firms, proxy advisory firms, fixed income investors, prospective shareholders, rating agencies and thought leaders, among others. Throughout the year, members of our Investor Relations team, sustainability team, executive compensation team, corporate governance team and executive management team regularly engage with our shareholders and other stakeholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. Our executive management team and Board regularly consider feedback from our shareholders and other stakeholders and, as deemed appropriate, incorporate this feedback into the design and implementation of our strategy, programs and practices. This feedback has directly informed enhancements to our governance, sustainability, and disclosure practices in recent years.
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Corporate Governance, Nominating and Sustainability Committee of the Board considers all relevant factors when determining whether to approve a related person transaction, including, without limitation, the following: •The size of the transaction and the amount payable to a related person; •The nature of the interest of the related person in the transaction; •Whether the transaction may involve a conflict of interest; •Whether the transaction was undertaken in the ordinary course of business of the Company; •Whether the transaction is on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated third parties; and •Any other information regarding the related person transaction or related person that would be material to investors in light of the circumstances of the transaction.
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.
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 Corporate Governance, Nominating and Sustainability Committee reviews the qualifications of each candidate. Final candidates are generally interviewed by all of the Corporate Governance, Nominating and Sustainability Committee members, other members of the Board and select members of executive management. In addition, background and reference checks are conducted. The Corporate Governance, Nominating and Sustainability Committee makes a recommendation to our Board based on its review, the results of interviews with the candidate and all other available information. The Board makes the final decision on whether to invite the candidate to join our Board, with such invitation being extended by the Independent Chair of the Board.
Board Composition
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 Corporate Governance, Nominating and Sustainability Committee and the Board consider many factors, with no single factor being determinative or required. Rather, the Corporate Governance, Nominating and Sustainability 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 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.
Board Composition
| 34 | FIS Global | |
Proposal 1: Election of Directors
Proposal 1: Election of Directors
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.
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.
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.
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 2025, each director completed a tailored self-evaluation form, providing anonymous input regarding the leadership, performance and effectiveness of each committee on which the director serves, as further described below and participated in a one-on-one open-ended interview with a third party legal advisor for the Board assessment. Results of each interview were consolidated and presented at the Board meeting without attribution to any individual director. The Independent Chair of the Board and the chair of each committee received the results of the annual written evaluations for the applicable committee on which they serve. 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 interviews 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 Corporate Governance, Nominating and Sustainability 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.
Our Board and Committee Evaluation Process
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Proposal 1: Election of Directors
Proposal 1: Election of Directors Separately, the Chair of the Corporate Governance, Nominating and Sustainability Committee, the Independent Chair of the Board, and the Chief Legal and Corporate Affairs Officer and Corporate Secretary each routinely communicate with our Board members and receive current feedback regarding Board and committee effectiveness. This continuous feedback, along with the evaluation process and assessment discussed above, helps ensure the continued effectiveness of the Board.
Our 2026 Shareholder Engagement Program
Our 2026 Shareholder Engagement Program Shareholder engagement is a year-round process at FIS. In early 2026, we offered engagement meetings to shareholders representing collectively more than 40% of our outstanding shares, and members of our management team and our Independent Chair met with all shareholders who accepted our offer to engage. Many of the shareholders to whom we offered engagement meetings replied that they had no concerns or questions that they wanted to discuss. In order to establish a direct dialogue between our shareholders and our Board, our engagement program included the participation of Jeffrey Goldstein, our Independent Chair and member of our Compensation Committee and Corporate Governance, Nominating and Sustainability Committee. Mr. Goldstein was joined by members of our senior management team, including our Executive Vice President – Chief People Officer, Senior Vice President – Head of Investor Relations, Deputy General Counsel and Assistant Corporate Secretary, and Vice President of Corporate Affairs and Sustainability. Our engagement program focused on our progress in executing on our strategic vision; refocusing and simplifying our business, improving our client-centricity, deploying AI, and strengthening our financial position, including through the acquisition of the FIS Total Issuing Solutions business and the sale of our remaining equity interest in Worldpay to Global Payments; Board refreshment, including the appointment of three new independent directors since 2024; Board oversight of key subject matters, including strategy, capital allocation, AI and succession planning; and adjustments we made to our executive compensation program in 2025.
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.
Board Leadership Structure
Board Leadership Structure Our Board is led by Mr. Goldstein, who serves as the Independent Chair of the Board. 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;
Board Leadership Structure
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Proposal 1: Election of Directors
Proposal 1: Election of Directors •Coordinating feedback to the CEO regarding issues discussed in executive sessions; •Facilitating communications between directors, committee chairs, the CEO and other senior management; •Providing advice and counsel to the CEO and other senior management; •Acting as a spokesperson for the Board in circumstances where it is appropriate for the Board to have a voice distinct from that of management; •Assisting the Corporate Governance, Nominating and Sustainability Committee in the nomination of new Board members; •Assisting the Compensation Committee with the annual performance evaluation of the CEO; •Serving as the Chair of the Executive Committee of the Board; and •Presiding at all annual and special meetings of shareholders.
Director Independence
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.
Committees of the Board
Committees of the Board
Committees of the Board
| | | | | | | Audit | Compensation | Corporate, Governance, Nominating and Sustainability | Risk and Technology | Executive |
Committees of the Board
The charters of all committees are available on the governance section of our website at www.investor.fisglobal.com. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” on page 96.
Committees of the Board
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Committee Composition (as of April 13, 2026)
Committee Composition (as of April 13, 2026)
Committee Composition (as of April 13, 2026)
| Name | AC | CC | CGNSC | RTC | EC | | Nicole M. Anasenes | | | | | | | Mark D. Benjamin(1) | | | | | | | Anil Chakravarthy | | | | | | | Stephanie L. Ferris | | | | | | | Kourtney K. Gibson | | | | | | | Jeffrey A. Goldstein (Independent Chair) | | | | | | | Lisa A. Hook | | | | | | | Kenneth T. Lamneck | | | | | | | Gary L. Lauer | | | | | | | James B. Stallings, Jr. | | | | | | | Number of Meetings in Fiscal 2025 | 10 | 4 | 6 | 4 | 0 |
Committee Composition (as of April 13, 2026)
(1)On March 30, 2026, Mr. Benjamin informed FIS that he would not be standing for re-election at the 2026 annual meeting of shareholders.
Committee Composition (as of April 13, 2026)
| | Chair | AC | Audit Committee | | | Member | CC | Compensation Committee | | | | CGNSC | Corporate Governance, Nominating and Sustainability Committee | | | | RTC | Risk and Technology Committee | | | | EC | Executive Committee |
Committee Composition (as of April 13, 2026)
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| Audit Committee |
Proposal 1: Election of Directors
| | | | | | | | | 2025 Meetings: 10 | | 2025 Attendance: 94% | | Members: (As of April 13, 2026) | | | | | | | | | Nicole M. Anasenes (Chair) | Anil Chakravarthy | Kourtney K. Gibson | | Lisa A. Hook | |
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 three of the four members are Audit Committee Financial Experts, 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, and any related disclosure, including disclosure related to related party transactions under ASC 850, before the filing of the Company’s Form 10-K and Forms 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 Ethics 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.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| Compensation Committee |
Proposal 1: Election of Directors
| | | | | | | | | 2025 Meetings: 4 | | 2025 Attendance: 100% | | Members: (As of April 13, 2026) | | | | | | | | | Gary L. Lauer (Chair) | Mark D. Benjamin | Jeffrey A. Goldstein | | Kenneth T. Lamneck | James B. Stallings, Jr. |
Proposal 1: Election of Directors
Mr. Benjamin is not standing for re-election at the 2026 annual meeting of shareholders. 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 and the rules under the Exchange Act. 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 any officers or other employees of the Company (other than executive officers) 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 executive officers. Subject to limits set forth in its charter, the Compensation Committee may delegate certain of its powers, including the responsibility for the day-to-day management of the Company’s executive compensation programs, including the Qualified Retirement Equity Program. 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.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| Corporate Governance, Nominating and Sustainability Committee |
Proposal 1: Election of Directors
| | | | | | | | | 2025 Meetings: 6 | | 2025 Attendance: 96% | | Members: (As of April 13, 2026) | | | | | | | | | Kenneth T. Lamneck (Chair) | Jeffrey A. Goldstein | Gary L. Lauer | | James B. Stallings, Jr. | |
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; •Provide oversight with respect to the Company’s environmental, corporate social responsibility and corporate governance and global sustainability programs, including reviewing and evaluating sustainability plans and practices, and reviewing the annual global sustainability report; •Review and approve (i) all related party transactions in accordance with the Company’s Related Person Transactions Policy and (ii) any disclosure in the Company’s Exchange Act filings related to such transactions; and •Oversee the Company’s public policy activities, including the nature and amount of political expenditures, political engagement and lobbying.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| Risk and Technology Committee |
Proposal 1: Election of Directors
| | | | | | | | | 2025 Meetings: 4 | | 2025 Attendance: 94% | | Members: (As of April 13, 2026) | | | | | | | | | Lisa A. Hook (Chair) | Nicole M. Anasenes | Mark D. Benjamin | | Anil Chakravarthy | Kourtney K. Gibson |
Proposal 1: Election of Directors
Mr. Benjamin is not standing for re-election at the 2026 annual meeting of shareholders. 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, discussing with management 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.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| Executive Committee |
Proposal 1: Election of Directors
| | | | | | | | | | 2025 Meetings: 0 | | 2025 Attendance: Not Applicable | | Members: (As of April 13, 2026) | | | | | | | | | | | Jeffrey A. Goldstein (Chair) | Nicole M. Anasenes | Stephanie L. Ferris | | Lisa A. Hook | Kenneth T. Lamneck | Gary L. Lauer |
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.
Director Compensation
Director Compensation
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, 2025. 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 2025 Summary Compensation Table on page 72:
Proposal 1: Election of Directors
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2)(3) | Total ($) | | Lee Adrean(4) | 65,625 | – | 65,625 | | Nicole M. Anasenes | 183,958 | 214,971 | 398,929 | | Mark D. Benjamin(5) | 150,000 | 214,971 | 364,971 | | Kourtney K. Gibson | 155,000 | 214,971 | 369,971 | | Jeffrey A. Goldstein | 225,000 | 314,999 | 539,999 | | Lisa A. Hook | 185,000 | 214,971 | 399,971 | | Kenneth T. Lamneck | 180,000 | 214,971 | 394,971 | | Gary L. Lauer | 180,000 | 214,971 | 394,971 | | James B. Stallings, Jr. | 150,000 | 214,971 | 364,971 |
Proposal 1: Election of Directors
(1)Represents annual Board and committee retainers, including the portion that directors elected to defer under the Company’s Deferred Compensation Plan. (2)Includes the grant date fair value of stock awards granted during 2025 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, 2025, included in our Annual Report on the Form 10-K filed with the SEC on February 24, 2026. (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, 2025 for each non-employee director who served during 2025 was: 0 for Mr. Adrean, 2,652 for Ms. Anasenes, 2,652 for Mr. Benjamin, 2,652 for Ms. Gibson, 19,259 for Mr. Goldstein, 14,482 for Ms. Hook, 2,652 for Mr. Lamneck, 14,482 for Mr. Lauer, and 2,652 for Mr. Stallings, Jr. (4)Mr. Adrean did not stand for re-election at the 2025 annual meeting of shareholders and departed the Board at the expiration of his term on June 12, 2025. (5)On March 30, 2026, Mr. Benjamin informed FIS that he would not be standing for re-election at the 2026 annual meeting of shareholders.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
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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 2025 shareholders’ meeting, this proposal received support from 93.6% 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 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section, the 2025 Summary Compensation Table and the other related tables and disclosures.” |
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.
Proposal 1: Election of Directors
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Our compensation programs are working as designed to align realized compensation with shareholders’
Our compensation programs are working as designed to align realized compensation with shareholders’ experience. Our CEO’s realized compensation has significantly trailed her target compensation. •The 2023 PSUs paid out at 50% of target number of shares (and 40.2% of target value) based on relative TSR performance, while premium-priced stock options awarded in 2023 are currently out of the money. •The 2024 and 2025 PSUs are subject to a relative TSR modifier applied at the end of the three-year performance period. Our compensation mix is structured to continue to drive and reward performance. •Our CEO’s pay is 94.5% at risk based on performance goals and changes in stock price, with approximately 66% linked to clear performance-based goals. •82% of the CEO’s total target compensation is in the form of long-term incentive compensation, and 65% of her target long-term incentive compensation is performance-based in the form of PSUs.
The CEO’s total target 2025 compensation opportunity reflects her strong performance and the extensive effort
The CEO’s total target 2025 compensation opportunity reflects her strong performance and the extensive effort needed to lead the Company’s strategic transformation. Our Compensation Committee firmly believes that Ms. Ferris is the right person to lead our ongoing transformation. When deciding the CEO’s total target compensation opportunity for 2025, the Compensation Committee recognized her strong performance, the significant progress made by the Company in its strategic transformation, the extensive effort required to lead the continuing transformation and the need to incentivize long-term value creation for our shareholders. The Compensation Committee also believed that it was important for the large majority of Ms. Ferris’ compensation increase to be in the form of long-term incentive compensation, in order to incentivize long-term value creation and to enhance retention. Accordingly, 88% of the 2025 increase in Ms. Ferris’ total target compensation opportunity was in the form of equity compensation (of which approximately 66% is linked to long-term performance goals), reinforcing the link between compensation, long-term performance and the shareholder experience. As a result, Ms. Ferris will achieve realized compensation above the peer group median only if the Company’s performance objectives are met or exceeded. Our compensation program has continued to evolve to align with our ongoing transformation. The Compensation Committee made modest adjustments to our executive compensation program in 2025 to drive and reward operational excellence and to emphasize goals that are appropriate for the current phase of our strategic transformation. 2026 Compensation Program Changes: As described later in this proxy statement, to underscore our focus on motivating and incentivizing executives to generate TSR, the Compensation Committee approved a change to the 2026 long-term incentive program to broaden TSR as a key performance metric to include the CEO’s direct reports with a 20% weighting in PSUs awards.
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 executive officers 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-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 | |
Establishing Executive Compensation Levels
| When determining the overall compensation of our NEOs, including base salaries and annual and long-term incentive amounts, our Compensation Committee considers a number of important qualitative and quantitative factors, including: |
Use of Peer Group Data
Use of Peer Group Data To support its review of our executive compensation and benefit programs for 2025, 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 stock ownership levels, as well as overhang and dilution from the equity incentive plan, 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 program. The peer group that was used to assist the Compensation Committee in evaluating our 2025 compensation program was selected in late 2024 to include companies with similarities to FIS based on an average revenue and market capitalization 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 one-third to three times our projected revenue and market capitalization in the range of one-third to three times our market capitalization, but was willing to consider companies falling outside this range if they shared other similarities with FIS.
Use of Peer Group Data
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Compensation Discussion and Analysis
(1)All information provided is as of October 2024, 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 2025, and does not reflect any subsequent mergers, acquisitions or divestitures affecting any of the peer group companies. (2)Discover Financial Services ceased to be included in the peer group after it was acquired by Capital One in early 2025. In selecting this peer group, the Compensation Committee added five companies and removed three companies from the peer group that it used to help it evaluate the 2024 compensation program. The Compensation Committee added MSCI Inc., which has a similar market capitalization and uses a subscription-based revenue model; S&P Global Inc., which has roughly comparable revenue to FIS and also operates a subscription-focused revenue model; Synchrony Financial, which has roughly comparable revenue to FIS; The Bank of New York Mellon Corporation, which, like FIS, provides a range of financial products and services in the U.S. and internationally and has a market capitalization similar to FIS; and Tradeweb Markets Inc., which, although smaller than FIS in terms of revenue and market capitalization, deploys a services-oriented strategy focused on capital markets. The Compensation Committee removed American Express Company, which is considerably larger than FIS in terms of both revenue and market capitalization and has a dissimilar business model; DXC Technology Company, which has a considerably smaller market capitalization than FIS and does not serve the same end-markets; and The Western Union Company, which is considerably smaller than FIS in terms of both revenue and market capitalization and does not serve similar customers. The overall effect of these changes was to include more companies in the peer group that have operational similarities to FIS and to bring the median revenue for the peer group substantially closer to FIS’s revenue without significantly changing FIS’s positioning relative to the peer group’s median market capitalization.
Compensation Discussion and Analysis
Compensation Discussion and Analysis The Compensation Committee maintains a broader compensation philosophy that generally targets peer group median levels, but, for high performing, key executives, the Compensation Committee may choose to exceed the median levels when appropriate in order to incentivize long-term value creation for our shareholders. While Ms. Ferris’ total target compensation opportunity in 2025 slightly exceeded the peer group median, the Compensation Committee designed Ms. Ferris’ 2025 compensation so that long-term incentive compensation (of which approximately 66% was performance- based) accounted for the excess over the median. As a result, Ms. Ferris will achieve realized compensation above the peer group median only if the Company’s performance objectives are met or exceeded. This creates further alignment between Ms. Ferris and the shareholders, reinforcing shareholder experience with the risk and rewards of equity ownership. The marketplace data information in this discussion is not deemed filed or part of the Compensation Discussion and Analysis for certification purposes.
Role of Compensation Committee, Compensation Consultant and
Role of Compensation Committee, Compensation Consultant and
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 2025 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 2025. Based on this review, the Compensation Committee determined that there are no conflicts of interest raised by the work performed by Meridian.
Independence of the Compensation Consultant
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Components of 2025 Total Compensation and Pay Mix
| 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 NEOs to achieve or exceed our in-year operating plan and help to attract and retain key executives. The performance measures and their weighting for the 2025 annual cash incentive program were: Revenue (40%), Adjusted EBITDA (30%), Adjusted EPS (20%), and Net Promoter Score (10%). | | RSUs | Time-based restricted stock units help to tie our NEOs’ 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 NEOs to achieve results in selected metrics that drive the Company’s financial performance and help tie our NEOs’ 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 2025 PSU awards were: an Adjusted Revenue Growth metric (50%) and an Adjusted EPS Growth metric (50%). The PSUs also include a total shareholder return (“TSR”) modifier based on the Company’s relative TSR measured against the S&P 500 Index. |
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 NEO, 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 NEOs 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 NEO in respect of each goal if the pre-established, minimum performance levels for that goal are not met, and total payments for each NEO are capped at the maximum performance payout level of 200% of the NEO’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. The reasons for the Compensation Committee’s decision to increase Ms. Ferris’ target incentive opportunity in 2025 are described above under “2025 Total Compensation.” Following the increase, Ms. Ferris’ total target cash opportunity (base salary plus target bonus opportunity) is in line with the peer group median. The Compensation Committee decided to increase Mr. Bhathena’s target incentive opportunity in 2025 to align his target opportunity with the other NEOs.
Annual Cash Incentive
| NEO | 2024 Target Performance-based Annual Cash Incentive(1) | 2025 Target Performance-based Annual Cash Incentive(1) | | Stephanie L. Ferris | 200% | 225% | | James Kehoe | 150% | 150% | | Firdaus Bhathena | 130% | 140% | | Robert Toohey | 140% | 140% | | Caroline Tsai | 140% | 140% |
Annual Cash Incentive
(1)Target annual incentives in these columns are expressed as a percentage of base salary earned during the year.
2025 Annual Cash Incentive Program Goals and Results
2025 Annual Cash Incentive Program Goals and Results Overview of the Program. The Compensation Committee selected four performance measures for awarding 2025 annual cash incentives: three financial metrics (i.e., a revenue metric, weighted at 40%; an EBITDA metric, weighted at 30%; and an earnings per share metric, weighted at 20%) and one measure tied to our operating performance (i.e., Net Promoter Score improvement, weighted at 10%). The weights assigned to each measure reflect the importance of each metric to the Company at that particular stage in executing its strategic transformation. The Compensation Committee elected to increase the aggregate weight of the financial performance metrics from 80% in 2024 to 90% in 2025 to reflect the greater importance the Compensation Committee placed on financial performance improvement as the Company continued to progress in its strategic transformation. The greater weighting of financial performance metrics also increased the alignment of management’s compensation with shareholders’ experience.
2025 Annual Cash Incentive Program Goals and Results
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Compensation Discussion and Analysis
Compensation Discussion and Analysis Each financial performance measure had a threshold, target and maximum level of performance, with a payout level corresponding to each performance level, which are described below under “Program Results.” Each performance measure was evaluated independently of the others, and a failure to attain the threshold level for any particular performance measure would not preclude an annual incentive payment with respect to any other performance measures for which the threshold level of performance was attained. In addition, the Compensation Committee retained full discretion to reduce or withhold the 2025 annual incentives for all NEOs, regardless of the results for the designated measures.
Selection of Performance Measures and Setting of Threshold, Target and Maximum Performance Levels. The
Selection of Performance Measures and Setting of Threshold, Target and Maximum Performance Levels. The three financial performance metrics selected for the 2025 annual cash incentive program were based on Revenue, Adjusted EBITDA and Adjusted EPS, 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. The threshold, target and maximum levels of performance for the three financial performance measures were set at the beginning of 2025 as part of our annual budget process, were based on the levels of Revenue, Adjusted EBITDA and Adjusted EPS, respectively, in our annual budget and were consistent with annual guidance communicated to the investment community in February 2025. The Compensation Committee elected to use Revenue and Adjusted EBITDA in order to provide continuity of focus of the objectives from 2024 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 Compensation Committee decided to add Adjusted EPS for 2025 to further increase the focus on attaining profitability objectives. The Net Promoter Score operating performance goal was 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 initiatives to enhance customers’ satisfaction with the Company’s products and services. Future Forward cash savings was an operating goal in the 2024 annual cash incentive program, but the Compensation Committee elected to discontinue using it as one of the operating performance metrics in 2025 because much of the work of implementing the Future Forward program and positioning the Company to realize ongoing cash savings had been accomplished in 2024. 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 2025 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 NEOs, provide a high level of objectivity and transparency and a good balance that focuses our NEOs 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 2025 annual incentive awards, the Compensation Committee considered the following key factors: •Consistency among the 2025 performance targets and the 2025 business plan; •The 2025 financial performance targets, as compared to the 2024 financial performance targets and 2024 actual performance; •Alignment of the 2025 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.
Selection of Performance Measures and Setting of Threshold, Target and Maximum Performance Levels. The
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Compensation Discussion and Analysis
| | 2025 Reported Results | Foreign Exchange | Acquisition, Integration and Other Payments | 2025 Adjusted Results for Annual Incentive Program Metrics | | Revenue | $10,677 | $(90) | $(41) | $10,546 | | Adjusted EBITDA | $4,331 | $(17) | $(5) | $4,309 | | Adjusted EPS | $5.75 | $— | $(0.01) | $5.74 |
2025 Annual Cash Incentive Program - Performance Goals and Results
2025 Annual Cash Incentive Program - Performance Goals and Results
2025 Annual Cash Incentive Program - Performance Goals and Results
| Performance Measure and Weight | Performance and Payout Levels | Calculated Payout (Weight x Payout Factor) | | Revenue Metric 40% Weight | ($ in millions, except per share amounts) | | | | | | | | | 49% | | EBITDA Metric 30% Weight | | 28% | | EPS Metric 20% Weight | | 18% | | Net Promoter Score 10% Weight | Balanced scorecard for goals and results | 5% |
2025 Annual Cash Incentive Program - Performance Goals and Results
The Compensation Committee determined the total annual incentive award payment for each NEO 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 for 2025.
Long-Term Equity Incentives
Long-Term Equity Incentives In 2025, the Company used an annual equity grant mix for our NEOs 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 Ms. Tsai and Messrs. Bhathena and Toohey. 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.
Long-Term Equity Incentives
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2025 Annual Long-Term Incentive Awards(1)
2025 Annual Long-Term Incentive Awards(1)
2025 Annual Long-Term Incentive Awards(1)
| Name | RSUs | PSUs | Total LTI Granted(1) | | Stephanie L. Ferris | $6,475,000 | $12,025,000 | $18,500,000 | | James Kehoe | $2,100,000 | $3,900,000 | $6,000,000 | | Firdaus Bhathena | $2,000,000 | $2,000,000 | $4,000,000 | | Robert Toohey | $1,500,000 | $1,500,000 | $3,000,000 | | Caroline Tsai | $2,000,000 | $2,000,000 | $4,000,000 |
2025 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 2025 Summary Compensation Table. We intend for our long-term equity incentives to: •tie NEOs’ long-term financial interests to the Company’s performance and to the long-term financial interests of shareholders; •retain the NEOs over the multi-year vesting period; and •maintain market-competitive levels of total compensation. Ms. Ferris’ 2025 annual long-term incentive award of $18.5 million represented an increase of $3.5 million from the $15 million annual long-term incentive award she received in 2024. The reasons for the Compensation Committee’s decision to increase Ms. Ferris’ annual long-term incentive award in 2025 are described above under “2025 Total Compensation.” With this increase, the portion of Ms. Ferris’ total target compensation that is in the form of long-term awards and tied to the Company’s long-term financial performance and stock price is slightly above the peer group median. Mr. Bhathena’s and Ms. Tsai’s 2025 annual long-term incentive awards of $4.0 million represented increases of $700,000 and $500,000, respectively, from the $3.3 million and $3.5 million annual long-term incentive awards they received, respectively, in 2024. The Compensation Committee decided to increase their 2025 annual long-term incentive awards in line with NEO compensation structural changes. Mr. Toohey joined the Company in late 2024. The long-term incentive award he received in 2025 was his first annual award. Further details concerning the equity-based awards granted in 2025 to our NEOs are provided in the 2025 Grants of Plan-Based Awards table and the 2025 Outstanding Equity Awards at Fiscal Year-End table and the related footnotes.
Terms: PSU grants made in 2025 and 2024
Terms: PSU grants made in 2025 and 2024 The design and terms of the PSUs granted in 2025 were similar to those granted in 2024, in order to provide continuity of focus and objectives. The two principal differences between the 2025 PSUs and the 2024 PSUs relate to the scale that is used to calibrate the percentage of the target number of shares earned against performance and the inclusion of an rTSR modifier in all grants, as described below. The performance vesting element is based on pre-determined three-year targets for two performance goals: annual Adjusted Revenue Growth and annual Adjusted EPS Growth, with each goal weighted equally. 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 in the PSU awards 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” performance designed to motivate our NEOs to deliver strong performance while operating within the Company’s established risk framework.
Terms: PSU grants made in 2025 and 2024
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Compensation Discussion and Analysis
Compensation Discussion and Analysis Each year, under the performance vesting element, one-third 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 2028 for the 2025 PSUs and February 2027 for the 2024 PSUs. The 2025 PSUs awarded to all of the NEOs and the 2024 PSUs awarded to Ms. Ferris and Mr. Kehoe also include a relative TSR modifier that may reduce or increase the payout determined by Adjusted Revenue Growth and Adjusted EPS Growth performance by 25% based on our cumulative TSR performance relative to the S&P 500 Index over the three-year performance period. This feature 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 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. 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.
Terms: PSU grants made in 2023
Terms: 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 three-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 three-year period was negative, the vesting level would be capped at target.
Terms: Restricted Stock Units
Terms: 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 on the anniversary date of the grant. Dividends are not paid on RSUs unless and until the RSUs vest.
Terms: Restricted Stock Units
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2025 Performance – First Year of 2025 PSUs and Second Year of 2024 PSUs
2025 Performance – First Year of 2025 PSUs and Second Year of 2024 PSUs As noted above, Adjusted Revenue Growth and Adjusted EPS Growth are the primary metrics that determine the payout level for the 2025 and 2024 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 2025 and 2024 PSUs and why we use them.
2025 Performance – First Year of 2025 PSUs and Second Year of 2024 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. |
2025 Performance – First Year of 2025 PSUs and Second Year of 2024 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. The following graphs set forth the performance grids established in January 2025 applicable to the first year of the 2025 PSUs and in January 2024 applicable to the second year of the 2024 PSUs, as well as actual performance for 2025. 2025 PSUs: For the 2025 PSUs, the performance resulted in 117% of the target shares being earned, before application of the relative TSR modifier, as further described below.
2025 PSUs - Performance Goals and Results for 2025 Performance Year
2025 PSUs - Performance Goals and Results for 2025 Performance Year
2025 PSUs - Performance Goals and Results for 2025 Performance Year
| Performance Measure and Weight | | Performance and Payout Levels | Calculated Payout (Weight x % Earned) | | Revenue Growth Metric 50% Weight | % of Target Shares Earned | | | | | | | 68% | | EPS Growth Metric 50% Weight | % of Target Shares Earned | | 49% |
2025 PSUs - Performance Goals and Results for 2025 Performance Year
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Compensation Discussion and Analysis
Compensation Discussion and Analysis 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 the 2025 PSUs with respect to the 2025 performance year cannot be calculated at this time. Consistent with the Company’s historical design, the 2025 tranche of 2025 PSUs remains subject to time-based vesting through February 28, 2028. 2024 PSUs: For the 2024 PSUs, because 2024 EPS performance exceeded the maximum level, the growth for 2025 was measured from the 2024 maximum level rather than 2024 actual results, resulting in a lower starting point for measuring EPS growth in 2025 than was used for the 2025 PSUs. The Company’s 2025 performance resulted in 200% of the target shares being earned for the second year of the 2024 PSUs, before application of the relative TSR modifier (in the case of Ms. Ferris and Mr. Kehoe), as further described below.
2024 PSUs - Performance Goals and Results for 2025 Performance Year
2024 PSUs - Performance Goals and Results for 2025 Performance Year
2024 PSUs - Performance Goals and Results for 2025 Performance Year
| Performance Measure and Weight | | Performance and Payout Levels | Calculated Payout (Weight x % Earned) | | Revenue Growth Metric 50% Weight | % of Target Shares Earned | | 100% | | EPS Growth Metric 50% Weight | % of Target Shares Earned | | 100% |
2024 PSUs - Performance Goals and Results for 2025 Performance Year
(1)Measured from 2024 Maximum Performance level. 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 2025 performance year was 200% 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 2025 performance year cannot be calculated at this time. Consistent with the Company’s historical design, the 2025 tranche of 2024 PSUs remains subject to time-based vesting through February 28, 2027.
2023 PSUs
2023 PSUs 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. The Company’s cumulative TSR over the three-year performance period ranked at the 30th percentile of the S&P 500 Index, which represented the threshold level of performance and resulted in the PSUs being earned at 50% of the target amount. Based on the Company’s stock price on the vesting date of February 28, 2026 compared to the price on the grant date, the realized value of these PSUs was 40.2% of the grant date target value.
2023 PSUs
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2023 PSUs - Performance Goals and Results for 2023 - 2025 Performance Years
2023 PSUs - Performance Goals and Results for 2023 - 2025 Performance Years
2023 PSUs - Performance Goals and Results for 2023 - 2025 Performance Years
| Performance Measure and Weight | | Performance and Payout Levels | Calculated Payout (Weight x % Earned) | | Relative Total Shareholder Return (rTSR) Benchmark: S&P 500 | % of Target Shares Earned | | | | | | | 50% |
Clawback Policy
Clawback Policy The Company maintains a clawback 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 addition, since 2023 the Company has maintained a separate clawback policy to comply with the NYSE rules issued that year 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. There were no clawbacks in 2025.
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 NEO. 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 2025, none of our NEOs was granted any stock options to purchase shares of our common stock.
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 (as defined and described below) who, in each case, satisfy certain eligibility and notice requirements. Effective January 30, 2024, the Company amended and restated the Program. As in effect on December 31, 2025, 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 in effect on December 31, 2025, 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, eligible participants in the ESPP who meet the criteria for a Qualified Early Retirement will continue to vest and receive the quarterly Company ESPP match under the ESPP following a Qualified Early Retirement for all ESPP contributions previously made by the eligible participant in the final 12-month period of the participant’s employment. A “Qualified Early Retirement” means an employee who has accumulated a minimum of 65 points based upon age plus years of service (one point per year, measured in whole years). Generally, the minimum age for a Qualified Early Retirement is 55 years old, and the minimum years of service is 5 years. Under the Program as in effect on December 31, 2025, upon providing the proper advance written notice of their intent to retire, an eligible participant’s eligible unvested equity awards will not be forfeited upon a Qualified Full Retirement, but will continue to vest in accordance with the terms of their respective grant agreements, contingent upon continued compliance with the restrictive covenants in the grant agreements and execution of a release of claims. Similarly, upon providing the proper advance written notice of their intent to retire, eligible participants in the ESPP who meet the criteria for a Qualified Full Retirement will continue to vest and receive the quarterly Company ESPP match under the ESPP following a Qualified Full Retirement for all ESPP contributions previously made by the eligible participant in the final 12-month period of the participant’s employment. A “Qualified Full Retirement” means an employee who has accumulated a minimum of 75 points based upon age plus years of service (one point per year, measured in whole years). Generally, the minimum age for a Qualified Full Retirement is 60 years old, and the minimum years of service is 15 years.
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.
Executive Severance Plan
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Compensation Discussion and Analysis
Compensation Discussion and Analysis 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 who is an executive officer 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 months of 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 months of 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. 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.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Stephanie L. Ferris Chief Executive Officer and President | 2025 | 1,250,000 | – | 18,741,367 | – | 2,812,500 | 124,545 | 22,928,412 | | | 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 | | James Kehoe Corporate Executive Vice President and Chief Financial Officer | 2025 | 975,000 | – | 6,078,310 | – | 1,462,500 | 10,500 | 8,526,310 | | | 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 Former Chief Product Technology Officer(6) | 2025 | 700,000 | – | 4,040,163 | – | 980,000 | 10,500 | 5,730,663 | | | 2024 | 700,000 | – | 3,431,975 | – | 872,690 | 10,350 | 5,015,015 | | Robert Toohey Corporate Executive Vice President and Chief People Officer | 2025 | 700,000 | 250,000 | 3,030,157 | – | 980,000 | 18,251 | 4,978,408 | | Caroline Tsai Corporate Executive Vice President and Chief Legal & Corporate Affairs Officer & Corporate Secretary | 2025 | 700,000 | – | 4,040,163 | – | 980,000 | 10,500 | 5,730,663 | | | 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 |
2025 Summary Compensation Table
(1)Amounts shown are not reduced to reflect the NEOs’ elections, if any, to defer receipt of salary into our 401(k) plan, ESPP or non-qualified deferred compensation plans. (2)The amount in the Bonus column for Mr. Toohey reflects a special one-time additional cash payment approved by the Compensation Committee in January 2026 in recognition of his success in 2025 in executing our organizational health initiative and in planning and leading the integration of the colleagues who joined FIS upon our acquisition of the Issuer Solutions business from Global Payments. (3)Amounts represent the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718 with respect to all NEOs. 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, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026. Stock awards in 2025 consisted of performance stock units and time-based RSUs. 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 2025 performance stock unit grants assuming the maximum performance level would be: $30,062,464 for Ms. Ferris, $9,750,054 for Mr. Kehoe, $5,000,058 for Mr. Bhathena, $3,750,095 for Mr. Toohey and $5,000,058 for Ms. Tsai. (4)Each of the NEOs received a 401(k) matching contribution from the Company of $10,500. The Board requires the CEO to use the corporate aircraft for all business and personal travel for purposes of security, rapid availability, efficiency, and communication connectivity. While corporate aircraft travel is required, any personal travel that would exceed $250,000 annually requires Board approval. Ms. Ferris used the corporate aircraft for personal use for a total expense of $114,045. 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. In addition to the incremental cost of personal aircraft use, we also impute taxable income to the NEOs for any personal aircraft use in accordance with IRS regulations and FIS does not provide tax reimbursements, or “gross-ups,” on those amounts. The amount for Mr. Toohey includes a relocation expense reimbursement of $7,751. (5)As disclosed in our 2025 proxy statement, amounts reported for 2023 reflect reduction for clawbacks in the following amount: $1,780 for Ms. Ferris, $474 for Mr. Kehoe and $729 for Ms. Tsai, (6)Mr. Bhathena resigned from employment at the Company effective March 20, 2026.
2025 Summary Compensation Table
| | 2026 Proxy Statement | 73 |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| (a) Name | (b) Grant Date/Plan (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | (i) All Other Stock Awards: Number of Securities Underlying Stock Units (#)(4) | (m) Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | (c) Threshold ($) | (d) Target ($) | (e) Maximum ($) | (f) Threshold (#) | (g) Target (#) | (h) Maximum (#) | | | | Stephanie L. Ferris | 02/28/2025 | – | – | – | – | 173,646 | 434,115 | – | 12,266,353 | | | 02/28/2025 | – | – | – | – | – | – | 93,502 | 6,475,014 | | | Annual Incentive | 140,625 | 2,812,500 | 5,625,000 | – | – | – | – | – | | James Kehoe | 02/28/2025 | – | – | – | – | 56,318 | 140,795 | – | 3,978,304 | | | 02/28/2025 | – | – | – | – | – | – | 30,325 | 2,100,006 | | | Annual Incentive | 73,125 | 1,462,500 | 2,925,000 | – | – | – | – | – | | Firdaus Bhathena (6) | 02/28/2025 | – | – | – | – | 28,881 | 72,203 | – | 2,040,154 | | | 02/28/2025 | – | – | – | – | – | – | 28,881 | 2,000,009 | | | Annual Incentive | 49,000 | 980,000 | 1,960,000 | – | – | – | – | – | | Robert Toohey | 02/28/2025 | – | – | – | – | 21,661 | 54,153 | – | 1,530,133 | | | 02/28/2025 | – | – | – | – | – | – | 21,661 | 1,500,024 | | | Annual Incentive | 49,000 | 980,000 | 1,960,000 | – | – | – | – | – | | Caroline Tsai | 02/28/2025 | – | – | – | – | 28,881 | 72,203 | – | 2,040,154 | | | 02/28/2025 | – | – | – | – | – | – | 28,881 | 2,000,009 | | | Annual Incentive | 49,000 | 980,000 | 1,960,000 | – | – | – | – | – |
2025 Grants of Plan-Based Awards
(1)Awards were approved by the Compensation Committee on January 29, 2025. (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)The amounts shown in column (g) reflect the target amount 2025 PSUs (grant date fair value of 102% of the closing stock price of $69.25 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) reflect the maximum payout as adjusted with a +25% TSR modifier, which is 250% of the target amount shown in column (g). Under the February 28, 2025 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 NEO under the 2022 Omnibus Plan on February 28, 2025 (grant date fair value is $69.25 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: February 28, 2025 performance stock units (102% of the closing stock price of $69.25 per share) and February 28, 2025 time-based restricted stock units ($69.25 per share). For the awards which are subject to performance-based conditions as described in the footnotes above, the amounts shown in column (m) reflect estimates of the probable outcome of the performance conditions judged as of the time of grant. (6)Due to his resignation, Mr. Bhathena forfeited the PSUs and restricted stock units reflected in this table.
2025 Grants of Plan-Based Awards
| 74 | FIS Global | |
and Grants of Plan-Based Awards Table
and Grants of Plan-Based Awards Table
2025 Outstanding Equity Awards at Fiscal Year-end
2025 Outstanding Equity Awards at Fiscal Year-end The following table sets forth information concerning unexercised stock options, stock that has not vested and other equity incentive plan awards for each NEO outstanding as of December 31, 2025:
2025 Outstanding Equity Awards at Fiscal Year-end
| (a) Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#)(2) | Value of Time-based Awards($)(3) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested or distributed ($)(5) | | Stephanie L. Ferris | 09/03/2021 | 58,230 | – | 125.39 | 09/03/2028 | – | – | – | – | | | 02/28/2022 | 96,061 | – | 95.23 | 02/28/2029 | – | – | – | – | | | 02/28/2023 | 99,378 | 49,690 | 72.88 | 02/28/2030 | 56,179 | 3,733,656 | – | – | | | 02/28/2023 | 111,025 | 55,513 | 79.21 | 02/28/2030 | – | – | – | – | | | 02/28/2023 | 117,168 | 58,585 | 82.38 | 02/28/2030 | – | – | – | – | | | 03/08/2024 | – | – | – | – | 50,615 | 3,363,873 | 258,497 | 17,179,711 | | | 02/28/2025 | – | – | – | – | 93,502 | 6,214,143 | 224,437 | 14,916,083 | | James Kehoe | 03/08/2024 | – | – | – | – | 20,246 | 1,345,549 | 103,399 | 6,871,898 | | | 02/28/2025 | – | – | – | – | 30,325 | 2,015,400 | 72,791 | 4,837,690 | | Firdaus Bhathena(6) | 05/24/2023 | 27,006 | 13,504 | 72.88 | 05/24/2030 | 14,591 | 969,718 | – | – | | | 05/24/2023 | 30,393 | 15,197 | 79.21 | 05/24/2030 | – | – | – | – | | | 05/24/2023 | 32,207 | 16,104 | 82.38 | 05/24/2030 | – | – | – | – | | | 03/08/2024 | – | – | – | – | 43,746 | 2,907,359 | 15,908 | 1,057,246 | | | 02/28/2025 | – | – | – | – | 28,881 | 1,919,431 | 37,329 | 2,480,885 | | Robert Toohey | 11/07/2024 | – | – | – | – | 37,020 | 2,460,349 | – | – | | | 02/28/2025 | | | | | 21,661 | 1,439,590 | 27,998 | 1,860,747 | | Caroline Tsai | 02/28/2022 | 45,029 | – | 95.23 | 02/28/2029 | – | – | – | – | | | 02/28/2023 | 26,915 | 13,458 | 72.88 | 02/28/2030 | 17,517 | 1,164,180 | – | – | | | 02/28/2023 | 30,069 | 15,035 | 79.21 | 02/28/2030 | – | – | – | – | | | 02/28/2023 | 31,733 | 15,867 | 82.38 | 02/28/2030 | – | – | – | – | | | 03/08/2024 | – | – | – | – | 60,859 | 4,044,689 | 16,872 | 1,121,313 | | | 02/28/2025 | | | | | 28,881 | 1,919,431 | 37,329 | 2,480,885 |
2025 Outstanding Equity Awards at Fiscal Year-end
(1)The stock options vest ratably over a three-year period on each anniversary date of the grant. (2)The restricted stock units granted on February 28, 2023 and February 28, 2025 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. For Mr. Bhathena and Ms. Tsai, the PSUs granted on March 8, 2024 vest in full after three years based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth. For Mr. Bhathena and Ms. Tsai, the number reported in this column includes 150% of the target number of March 8, 2024 PSUs for the first measurement year which ended December 31, 2024 and 200% of the target number of PSUs for the second measurement year which ended December 31, 2025. For Ms. Ferris and Mr. Kehoe, the PSUs granted on March 8, 2024 vest in full after three years based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth with a potential modification based on the Company's cumulative relative TSR performance against the S&P 500 Index for the three-year performance period (2024-2026). Because their March 8, 2024 PSU grants include the rTSR modifier, their PSUs for the first and second measurement years of this grant are included in the “Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested” column as described in note (4) below. (3)Market value of unvested time-based restricted stock units or earned unvested performance stock units based on a closing price of $66.46 for a share of our common stock on the NYSE on December 31, 2025. (4)With respect to PSU grants to Ms. Ferris and Mr. Kehoe on March 8, 2024, this number includes 150% of the target number of PSUs for the first measurement year which ended December 31, 2024 and 200% of the target number of PSUs for the second measurement year which ended December 31, 2025. The March 8, 2024 PSUs awarded to Ms. Ferris and Mr. Kehoe vest in full after three years based on the Company's annual Adjusted Revenue Growth and annual Adjusted EPS Growth, with a potential modification based on the Company's relative TSR performance which will be applied at the end of 2026, under which the percentage of the target shares earned under the annual Adjusted Revenue Growth and annual Adjusted EPS Growth metrics is subject to potential adjustment by +/25% based on the Company’s cumulative TSR relative to the S&P 500 Index over the three-year performance period (2024-2026). Based on rTSR through December 31, 2025, these awards are tracking at no adjustment pursuant to the rTSR modifier, which is reflected in the 150% for the 2024 measurement year and the 200% for the 2025 measurement year. In accordance with SEC disclosure rules, the portion of the PSUs granted on March 8, 2024 that is attributable to the 2026 measurement year is presented assuming maximum performance for that measurement year (with no adjustment for rTSR for Ms. Ferris and Mr. Kehoe based on the Company’s TSR relative to the S&P 500 Index from January 1, 2024 through December 31, 2025). The 2024 performance stock units remain subject to a time-based vesting requirement and will vest in full on February 28, 2027.
2025 Outstanding Equity Awards at Fiscal Year-end
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2025 Option Exercises and Stock Vested
2025 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, 2025, for each of the NEOs on an aggregated basis:
2025 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 | – | – | 116,397 | 8,189,519 | | James Kehoe | – | – | 100,572 | 6,991,746 | | Firdaus Bhathena | – | – | 14,854 | 1,091,370 | | Robert Toohey | – | – | 18,510 | 1,197,227 | | Caroline Tsai | – | – | 44,247 | 3,102,060 |
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change
Potential Payments Upon Termination or Change
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 was, and Robert Toohey who is, each 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 NEOs would receive in connection with various employment termination scenarios under their agreements in effect on December 31, 2025.
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, equity awards that are assumed or replaced with a substantially equivalent award in connection with a change-in-control have a double trigger for accelerated vesting. The 2022 Omnibus Plan also has a similar double trigger change-in-control acceleration provision.
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, 2025. 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 2025. We then calculated the median employee’s compensation for the fiscal year 2025 in the same manner as the NEOs in the 2025 Summary Compensation Table. For fiscal year 2025, our median employee compensation was $44,229. The total compensation of Ms. Ferris, our chief executive officer, as reported in the Total column of the 2025 Summary Compensation Table was $22,928,412. The ratio of the annual total compensation of our CEO to that of our median employee is approximately 518:1. Our CEO pay ratio is influenced by the countries in which we have employees. Of our employee population on the measurement date, a substantial portion of our employees are in locations where wages are significantly lower than other locations in which we operate, including the United States where our executive offices are located.
Pay Versus Performance
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.
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) | | 2025(5) | | $22,928,412 | n/a | $21,626,368 | $6,241,511 | $4,927,839 | $52.55 | $104.70 | $382 | $10,546 | | 2024(6) | n/a | $21,243,485 | n/a | $33,854,155 | $7,134,815 | $10,873,143 | $62.42 | $101.49 | $1,450 | $10,101 | | 2023(7) | n/a | $19,433,742 | n/a | $14,340,414 | $6,589,111 | $5,523,077 | $45.47 | $95.12 | $(6,655) | $14,581 | | 2022(8) | $45,321,374 | $15,830,864 | $19,650,428 | $3,210,304 | $8,545,905 | $2,582,104 | $49.63 | $80.48 | $(16,752) | $14,817 | | 2021(9) | $25,023,771 | n/a | $(110,502) | n/a | $10,257,289 | $2,697,249 | $78.10 | $96.46 | $417 | $13,843 |
Pay Versus Performance
(1)Gary A. Norcross departed the Company as CEO effective December 16, 2022. (2)Reflects compensation amounts reported in the 2025, 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 and 2021 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 2025, 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.
Pay Versus Performance
| | 2026 Proxy Statement | 83 |
COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR
COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR
COMPENSATION ACTUALLY PAID VS. FIS AND PEER GROUP TSR
| | PEO #1 | | PEO #2 | | Avg. NEO | | FIS TSR | | Peer TSR |
COMPENSATION ACTUALLY PAID VS. FIS NET INCOME
COMPENSATION ACTUALLY PAID VS. FIS NET INCOME
COMPENSATION ACTUALLY PAID VS. FIS NET INCOME
| | PEO #1 | | PEO #2 | | Avg. NEO | | Net Income |
COMPENSATION ACTUALLY PAID VS. FIS NET INCOME
| 86 | FIS Global | |
COMPENSATION ACTUALLY PAID VS. FIS ADJUSTED REVENUE
COMPENSATION ACTUALLY PAID VS. FIS ADJUSTED REVENUE
COMPENSATION ACTUALLY PAID VS. FIS ADJUSTED REVENUE
| | PEO #1 | | PEO #2 | | Avg. NEO | | Adj. Revenue |