DEF 14A of Fiserv Inc
Filed Apr 3, 2024 · FY20230001140361-24-017619
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(Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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FISERV, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fiserv, Inc. Dear Fellow Shareholders, In 2023, Fiserv continued to demonstrate its leadership in financial technology through its strong financial results. Our performance is directly attributable to our broad and diverse client base, product portfolio and distribution network, significant capital resources, strategic vision, and commitment to operational excellence across our global footprint. While I am proud of our performance and sound approach to capital allocation, I am equally gratified that we delivered on our commitments. In 2020, in the depths of a pandemic, we set revenue, margin and earnings per share targets, and we exceeded them. This is a testament to the resiliency of the Fiserv business model, with recurring revenue, scalable technology, and flexibility to manage investment at the operating and capital levels. It is also a reflection of our culture of not being satisfied with our results, and always pushing for more. Every day, we are executing on the growth strategies presented at our investor conference last fall, and we continue to identify ways to drive further productivity. It is with this combination of assets, unyielding culture, and consistent track record that we plan to sustain industry-leading performance through 2024 and beyond. We anticipate continued strong results enabling additional investment, acquisitions and return of capital to shareholders. Our approach to Corporate Social Responsibility reflects our commitment to the future, and I'm proud of the progress we've made. Our program and strategy are focused on four pillars to help deliver better business outcomes: Empower People, Advance Communities and Society, Champion Responsible Business Practices, and Invest in Sustainable Systems. These pillars inform how we operate every day and have played an important role in our continued success including by reducing employee attrition, empowering clients with working capital, managing risk and bringing employees back to work in LEED certified office spaces. Our efforts are informed by employee, client and shareholder input as we continue to drive meaningful outcomes. Please join me for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FI2024 on Wednesday, May 15, 2024, at 10:00 a.m. Central time. Details for attending the meeting, and how and when to vote, are included in this proxy statement. Your vote is very important to us. If you are unable to attend the annual meeting, please vote in advance of the meeting online, by mail or by telephone to ensure your shares are represented. Thank you for your continued support and investment in Fiserv. Sincerely, Frank J. Bisignano Chairman, President and Chief Executive Officer Notice of 2024 Annual Meeting of Shareholders
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| May 15, 2024 Wednesday, at 10:00 a.m. (CT) | | Virtual Annual Meeting Site www.virtualshareholdermeeting.com/FI2024, where you will be able to listen to the annual meeting live, submit questions and vote online |
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Who Can Vote Holders of Fiserv stock at the close of business on March 18, 2024. Participating in the Virtual Annual Meeting The annual meeting will be held via live webcast to enable broad shareholder attendance and to provide a consistent experience to all shareholders regardless of location. Holders of Fiserv stock at the close of business on March 18, 2024, are entitled to participate in, examine our shareholder list at, and submit questions in writing during, the annual meeting by visiting www.virtualshareholdermeeting.com/FI2024. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9:45 a.m. (CT). Please allow ample time for the online check-in procedures. Date of Mailing On April 3, 2024, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.
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| Matters to be Voted On | | | 1. | Election of ten directors to serve for a one-year term and until their successors are elected and qualified. | | 2. | Approval, on an advisory basis, of the compensation of our named executive officers. | | 3. | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. | | Any other business as may properly come before the annual meeting or any adjournments or postponements thereof. | | | By Order of the Board of Directors, | | | | | | Eric C. Nelson Secretary April 3, 2024 | |
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Review your proxy statement and vote in one of four ways:
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| Internet Visit proxyvote.com | By telephone Call the telephone number on your proxy card | By mail Sign, date and return your proxy card in the enclosed envelope | During the meeting Attend our annual meeting and cast your vote during the meeting |
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| Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 15, 2024: The proxy statement, 2023 Annual Report on Form 10-K, and the means to vote by Internet are available at http://www.proxyvote.com. |
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| Table of Contents | Proxy Summary | 4 | | | Annual Meeting Information | 4 | | | Director Nominees | 5 | | | At-A-Glance | 6 | | | Shareholder Engagement | 8 | | | Our Board of Directors | 10 | | | Our Director Nominees | 10 | | | Our Board’s Experience and Skills | 10 | | | Proposal 1: Election of Directors | 12 | | | Who We Are | 12 | | | How We Are Selected, Elected and Evaluated | 17 | | | How We Are Organized | 19 | | | How We Govern | 22 | | | How We Are Paid | 25 | | | How to Communicate with Us | 27 | | | Our Executive Pay | 28 | | | Proposal 2. Advisory Vote to Approve Executive Compensation | 28 | | | Compensation Discussion and Analysis | 30 | | | Compensation Committee Report | 44 | | | Compensation Committee Interlocks and Insider Participation | 44 | | | Executive Compensation | 45 | | | Summary Compensation Table | 45 | | | Grants of Plan-Based Awards in 2023 | 47 | | | Outstanding Equity Awards at December 31, 2023 | 48 | | | Option Exercises and Stock Vested During 2023 | 49 | | | Non-Qualified Deferred Compensation in 2023 | 50 | | | Potential Payments Upon Termination or Change of Control | 50 | | | Pay Versus Performance | 58 | | | Pay Ratio | 61 | | | Audit and Related Matters | 63 | | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 63 | | | Independent Registered Public Accounting Firm and Fees | 64 | | | Audit Committee Pre-Approval Policy | 64 | | | Audit Committee Report | 64 | | | Our Shareholders | 66 | | | Common Stock Ownership | 66 | | | Voting, Meeting and Other Matters | 68 | | | Notice of Internet Availability of Proxy Materials | 68 | | | Who Can Vote | 68 | | | How to Vote | 68 | | | Proxies | 69 | | | How to Participate in the Meeting | 70 | | | Quorum | 70 | | | Delinquent Section 16(a) Reports | 70 | | | Shareholder Proposals for the 2025 Annual Meeting | 70 | | | Proxy Statement and Annual Report Delivery | 71 | | | Forward-Looking Statements | 72 | | | Appendix A – Non-GAAP Financial Measures | A-1 |
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This summary highlights selected information in this proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023, before voting your shares. Annual Meeting Information
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| | | | | Time and Date Wednesday, May 15, 2024 10:00 a.m. (CT) | Virtual Meeting Site www.virtualshareholdermeeting.com/FI2024 | Record Date March 18, 2024 |
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| Items of Business | Board’s Recommendation | Where to Find Details | | 1. Election of ten directors to serve for a one-year term and until their successors are elected and qualified. | FOR all nominees | P. 12 - 18 | | 2. Approval, on an advisory basis, of the compensation of our named executive officers. | FOR | P. 28 - 29 | | 3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. | FOR | P. 63 |
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Director Nominees Director Nominees
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| | | | | | | | Committee Memberships | | | | | Directors | | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Nominating and Corporate Governance | Talent and Compensation | Risk | | | Frank J. Bisignano | Chairman, President and Chief Executive Officer | 64 | 2019 | | | | | | | | | Henrique de Castro | Former Chief Operating Officer of Yahoo! Inc. | 58 | 2019 | | 1 | | | | | | | Harry F. DiSimone | Former President of Commerce Advisors, Inc. | 69 | 2018 | | | | | | | | | Lance M. Fritz | Retired Chairman, President and Chief Executive Officer of Union Pacific Railroad Corporation | 61 | 2024 | | 1 | | | | | | | Ajei S. Gopal | President and Chief Executive Officer of ANSYS, Inc. | 62 | 2024 | | 1 | | | | | | | Wafaa Mamilli | EVP, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc. | 56 | 2021 | | | | | | | | | Heidi G. Miller | Former President of JPMorgan International | 70 | 2019 | | | | | | | | | Doyle R. Simons(1) | Former President and Chief Executive Officer of Weyerhaeuser Company | 60 | 2007 | | 2 | | | | | | | Kevin M. Warren | Former EVP and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc. | 61 | 2020 | | | | | | | | | Charlotte B. Yarkoni | President of Commerce, Ecosystems, Cloud & AI of Microsoft | 54 | 2023 | | | | | | |
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Chair
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| (1) Lead Independent Director |
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At-A-Glance In 2023, Fiserv continued to demonstrate its leadership in financial technology through strong financial results. Our performance is directly attributable to our broad and diverse client base, product portfolio and distribution network, significant capital resources, strategic vision, and commitment to operational excellence. Every day, we are executing on the growth strategies presented at our investor conference last fall, and we continue to identify ways to drive further productivity. Board of Directors and Governance
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| • | Enhanced Board Membership. Our board of directors is composed of a diverse group of members who are leaders in their respective fields. Over the past several years, we have added directors that have contributed new perspectives and insights to the company, and at least a majority of them have C-level executive leadership, payments, or ecommerce, mobile and digital experience. In particular, in the past 12 months, the board appointed three new independent directors: Lance Fritz, Ajei Gopal, and Charlotte Yarkoni. These new directors bring additional skills and experience to the board, including relevant technology and cybersecurity backgrounds, expertise in artificial intelligence (AI), and public company and chief executive leadership service. In this proxy statement, we expanded the description of the director skills matrix categories to provide insight into how these skills contribute to our performance. We will continue to evaluate and seek to appoint directors that support the evolving needs of our business and enhance the expertise of the board. |
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| • | Board Performance. In connection with director recruiting efforts in 2023, we engaged a third party to interview our directors regarding individual director and board performance as well as areas for enhanced skills or performance. In addition, in early 2024, we conducted a written director survey regarding board performance and our lead independent director discussed the results with each director individually and with the board as a group. In response to the feedback received, the board took several actions including appointing three new directors, continuing outside expert presentations as part of its director education program, enhancing the board’s new director orientation program, and reorganizing the membership of its committees. The board will continue to deploy annual board assessments, full board discussions, and third-party evaluations to assemble a board that collectively has the skills and experiences to advance our strategy and provide effective oversight. |
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| • | Board Diversity. Consistent with our commitment to actively seek highly qualified female and racially/ethnically diverse directors, as described in our governance guidelines, the board of directors has strengthened its diversity in the past year. In this regard, 60% of our director nominees are diverse, including 30% who are women and 40% who are diverse in race and/or ethnicity. |
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| • | Committee Rotation. Our new directors were appointed to serve on committees where the board believes they are able to make the most impact. In this regard, Mr. Gopal and Ms. Yarkoni, who have strong technology backgrounds, were appointed to the risk committee, and Mr. Fritz and Mr. Gopal, both of whom have public company chief executive officer and chairman experience, were appointed to serve on the nominating and corporate governance committee. In addition, certain incumbent directors rotated to the talent and compensation and nominating and corporate governance committees. Overall, the board believes that these changes best position our directors to use their skills to provide effective oversight and deliver value to our shareholders. |
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| • | Lead Director. In 2023, to further strengthen our board leadership structure, we amended our governance guidelines to expand the responsibilities of our lead director to include approving board meeting agendas, schedules, and materials and engaging with shareholders. The lead director continues to fulfill these enhanced responsibilities. |
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Executive Compensation
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| • | Commitment to Performance Share Units. As reflected on page 32, 82% of Mr. Bisignano’s total compensation for 2023 was in the form of equity, with 60% of the equity awards in the form of performance share units (“PSUs”) and 40% in the form of restricted stock units (“RSUs”). Our other executive officers also received a substantial majority of their compensation in equity, split equally between PSUs and RSUs. |
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| • | New Clawback Policy. We adopted an updated compensation recoupment policy that complies with new Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to meeting the regulatory requirements, the policy provides the company with additional recovery rights for financial restatements and in circumstances of employee misconduct or noncompliance. |
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Corporate Social Responsibility
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| • | GHG Reduction Targets. Our 2023 Corporate Social Responsibility (CSR) Report will include, for the first time, greenhouse gas emission reduction targets. |
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| • | Enhanced ESG Reporting. Our Environmental, Social and Governance (ESG) programs and reporting continue to mature, and our 2023 CSR Report aligns with the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI) reporting standards, and Task Force on Climate-Related Disclosures (TCFD) standards. |
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| • | Associate Engagement. In 2023, 92% of our associates participated in our annual global associate engagement survey. In the trust in leadership dimension, we scored in the top decile across benchmarks. We also scored above the benchmark average on inclusiveness, reflecting our associates’ belief that Fiserv fosters an environment where people of diverse backgrounds can thrive and succeed. We also continued to focus on providing associates with training, learning, and career development opportunities and on building our recruiting and internal mobility programs. |
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| • | Employee Resource Group Growth. Our Employee Resource Groups continue to grow in number and membership and increased by nearly 1,500 employees in 2023. These groups facilitate professional networking, create internal mobility and career advancement opportunities, and encourage associates to consider different points of view. |
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| • | Environmental Stewardship Efforts. Our technology innovation center in Berkeley Heights, NJ, earned LEED Platinum status in 2023 and our office in New York City has been designated LEED Gold. During 2023, we delivered on our commitment to adopt an environmental policy, created a regional sustainability working group to align sustainability- and climate-related programming, data and reporting across regions, and successfully completed our third Carbon Disclosure Project (CDP) Climate Change submission. |
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Shareholder Engagement Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. In addition, we engage with shareholders regarding corporate governance and related matters to understand their priorities and areas of focus. In 2023, we conducted two rounds of shareholder engagement focused on corporate governance and related matters, both prior to and following our annual meeting of shareholders. We extended invitations to meet with shareholders collectively owning approximately 60% of our outstanding shares and engaged with shareholders collectively owning approximately 45% of our shares. The chair of our talent and compensation committee, who is also our lead director, participated in several of these meetings. Feedback received from these discussions has helped inform enhancements to our governance, executive compensation, and corporate responsibility programs and disclosures. Board and Governance Matters
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| What We Heard | How We Responded | | Shareholders expressed support for the appointment of additional directors | • In the past 12 months, we have added 3 new independent directors who collectively bring senior leadership, board, and technology experience to our board of directors • 30% of our board nominees are women and 40% are racially or ethnically diverse | | Shareholders asked for a deeper understanding of the skills and capabilities of our directors and how the board continues to enhance its capabilities | • In this proxy statement, we have expanded the description of the director skills matrix categories to enable shareholders to better understand how these skills contribute to our performance • We have also expanded the discussion of the annual board performance review to describe how the review impacts the board’s strategy and decisions, including actions the board has taken in response to the feedback • We enhanced our director education program, including by providing training sessions at each regular board meeting which focused on, for example, governance trends, cybersecurity, data privacy, and technology • We continue to refine our director onboarding program to accelerate director integration. The program includes comprehensive written materials, engagement with management and other directors, and meetings with experts and third parties, all with a goal of enabling new board members to make an impact and promoting long-term engagement | | Shareholders expressed support for the strong leadership of the company and its board of directors | • Following the 2023 annual meeting of shareholders, the board of directors considered the outcome of the shareholder vote on the combination of the role of chairman and chief executive officer, which demonstrated strong support for the board’s flexible approach to leadership. The board also considered the feedback we received during our shareholder engagement meetings. Based on the enhancements the board made to the role of the lead director, our chief executive officer’s deep industry experience and performance, and other strong governance practices, the board continued to support combining the role of chair and chief executive officer • Consistent with our governance guidelines, the board of directors will continue to at least annually consider board and committee leadership |
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| What We Heard | How We Responded | | Shareholders remained interested in our ESG reporting and initiatives | • Our 2023 Corporate Social Responsibility (CSR) Report to be published in 2024, will include, for the first time, greenhouse gas emission reduction targets • Our 2023 CSR Report aligns to the disclosure frameworks embodied in the Task Force on Climate-Related Disclosures (TCFD), Sustainability Accounting Standards Board (SASB), and Global Reporting Initiative (GRI) reporting standards |
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Compensation Matters
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| What We Heard | How We Responded | | Shareholders expressed that performance share units should continue to be a significant component of our compensation program | • We continued to align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders. As reflected on page 32, Mr. Bisignano’s compensation for 2023 was awarded primarily in the form of equity compensation (82%), with 60% of the awards in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”). Our other executive officers also received the significant majority of their incentive compensation in the form of equity split equally between PSUs and RSUs |
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Our Director Nominees Our Board’s Experience and Skills The collective experience of our director nominees reflects a balanced mix of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes the skills for each director nominee under criteria we have identified as most relevant to our current business strategy. More detailed information about each nominee’s qualifications, skills and experience follows under “Proposal 1. Election of Directors – Who We Are.”
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| | Bisignano | de Castro | DiSimone | Fritz | Gopal | Mamilli | Miller | Simons | Warren | Yarkoni | | Payments | • | • | • | | | | • | | | • | | Technology & Information Security | • | | • | • | • | • | • | | • | • | | “C-Level” Executive Leadership | • | • | • | • | • | • | • | • | • | • | | Public Company Board | • | • | | • | • | | • | • | • | | | Finance | • | • | • | • | • | • | • | • | • | • | | Strategy | • | • | • | • | • | • | • | • | • | • | | Global Experience | • | • | • | | • | • | • | • | • | • | | Compensation and Talent | • | • | • | • | • | • | • | • | • | • | | Risk Management | • | • | • | • | | • | • | • | • | • | | Government, Regulation, Geopolitical | • | | | • | | | • | • | | • | | Ecommerce, Mobile, Digital | • | • | • | | | • | | | • | • |
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Our Board’s Experience and Skills Category Guidelines A general, non-exclusive standard for each of the categories is that the respective experience should be, as applicable, current or recent; at the C-suite or senior management level; gained at a large, complex, global company; and at a company generally known to and well-regarded by relevant peers.
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| Skill / Experience | Description | | Payments | Experience with payments – particularly digital payments, including debit, credit, ACH, person-to-person, and person-to-business – with knowledge of processing infrastructure and settlement risk. | | Technology and Information Security | Experience managing large technology projects or business transformations through large-scale software or infrastructure development. Experience in data management and information security, including cybersecurity and data privacy. | | “C-Level” Executive Leadership | Experience as chief executive officer, chief financial officer or other executive-level manager. | | Public Company Board | Experience as a public company director. | | Finance | Experience in the oversight and management of public company financial reporting, including the design, maintenance and effectiveness of internal control over financial reporting and disclosure controls and procedures, accounting and auditing. Experience in the oversight or design of capital structure strategies and policies, including capital market and other financing activities. | | Strategy | Experience in the development and execution of business strategies designed to foster growth, including relative to sales and marketing, product, and capital allocation decisions for acquisitions, divestitures, and other strategic investments. | | Global Experience | Experience working or residing outside of the U.S. or managing a complex organization doing business internationally, sufficient to enable current global perspective and general understanding of current geopolitical issues. | | Compensation and Talent | Experience in enterprise-wide human capital management and the development of human and other talent resources, including related to diversity, equity and inclusion; employee engagement; employee training and development; and corporate culture. Experience in C-suite and other senior management performance evaluation, compensation and succession planning. | | Risk Management | Experience in the oversight, design and/or testing of enterprise risk management (ERM) and internal controls in alignment with or integrated into strategy. Experience in the integration of ESG factors into ERM. | | Government, Regulatory and/or Geopolitical | Experience related to compliance and regulation in complex, highly regulated industries, in particular in the global financial services or fintech and technology industries. Experience in government, public policy, or consulting organizations with oversight of or expertise in the global financial services or fintech and technology industries or other highly regulated industries. Experience within global retail or commercial banking, investment management or financial markets. | | Ecommerce/Mobile/Digital | Experience in the oversight and ongoing development of financial and other technologies that innovate and measurably improve business and customer services and experiences. Experience in sophisticated mobile and digital consumer experiences or marketing and related strategic business matters. |
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Proposal 1: Election of Directors Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified.
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| For | The board of directors recommends that you vote “For” each of its nominees for director. |
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| Age: 64 Director Since: 2019 Chairman since: 2022 Committees: • None | Frank J. Bisignano | | | Mr. Bisignano has served as Chairman of the Board since 2022, Chief Executive Officer since 2020 and President since 2019. Mr. Bisignano served as our Chief Operating Officer from 2019 to 2020 and joined us as part of the acquisition of First Data Corporation. | | | Business Experience | | | Prior Public Directorships | | | • Humana, Inc., a health insurance company (2017-2021) • First Data Corporation (2013-2019) | | | Prior Positions | | | • Chief Executive Officer (2013-2019) and Chairman (2014-2019) of First Data Corporation • Co-Chief Operating Officer, Chief Executive Officer of Mortgage Banking, Chief Administrative Officer and other executive positions at JPMorgan Chase & Co., a global financial services company (2005-2013) • Chief Executive Officer for the Global Transactions Services business and a member of the Management Committee of Citigroup Inc., a global banking company (2002-2005) | | | Reasons For Nomination | | | • Currently serves as our President and Chief Executive Officer • Experienced executive and recognized leader in the financial services industry |
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| Age: 58 Director since: 2019 Committees: • Audit • Talent and Compensation | Henrique de Castro | | | Mr. de Castro most recently served as an advisor to Cantor Fitzgerald, a global financial services firm. | | | Business Experience | | | Current Directorships | | | • Banco Santander, S.A., a Spanish multinational commercial bank (public) | | | Prior Public Directorships | | | • Target Corporation, a general merchandise retail company (2013-2020) • First Data Corporation (2017-2019) • CF Finance Acquisition Corp., a special purpose acquisition company (2018-2019) | | | Prior Positions | | | • Chief Operating Officer of CF Finance Acquisition Corp. (2018-2019) • Advisor to Cantor Fitzgerald (2015-2019) • Chief Operating Officer at Yahoo! Inc., a web services firm (2012-2014) • President of Partner Business Worldwide, President of Media, Mobile & Platforms Worldwide and other senior executive positions at Google, a multinational technology company (2006-2012) • Senior positions at Dell Corporation, a computer technology company • Senior positions at McKinsey & Company, a leading global management consulting firm | | | Reasons For Nomination | | | • Leadership and management experience in the global technology industry, including expertise in global growth strategies |
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| Age: 69 Director since: 2018 Committees: • Risk, Chair • Audit | Harry F. DiSimone | | | Mr. DiSimone most recently served as the President of Commerce Advisors, Inc., a consulting and advisory services firm for the retail financial services and payments industries. | | | Business Experience | | | Prior Positions | | | • President of Commerce Advisors, Inc. (2008-2020) • Managing Partner and Co-Founder of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States (2010-2015) • Executive Vice President, Chief Operating Officer of the Chase credit card business, Private Label Card and Merchant Processing Executive, Retail Bank Chief Marketing Officer, Consumer Banking, Investments and Insurance Executive, Chase Personal Financial Services Executive and other senior level positions at JPMorgan Chase & Co., a global financial services company, and its predecessor organizations (1976-2008) • Advisor to retail banking and payment organizations, including The Direct Marketing Association, the NYCE Payment Network, Chase Paymentech, Mastercard’s U.S. Business Committee, Visa Global Advisors, the New York Clearing House’s Strategic Planning Committee and the Federal Reserve Bank’s Payment Card Council | | | Reasons For Nomination | | | • Extensive experience in the banking, payments and financial services industries |
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| Age: 61 Director since: 2024 Committees: • Audit • Nominating and Corporate Governance | Lance M. Fritz | | | Mr. Fritz most recently served as Chairman, President and Chief Executive Officer of Union Pacific Corporation, a leading transportation company, from 2015 to 2023. | | | Business Experience | | | Current Directorships | | | • Parker Hannifin Corporation, a motion and controls technology company (public) | | | Prior Public Directorships | | | • Union Pacific Corporation (2015-2023) | | | Prior Positions | | | • Chairman, President and Chief Executive Officer of Union Pacific Corporation (2015-2023) • A variety of other leadership positions at Union Pacific Corporation since 2000 | | | Reasons For Nomination | | | • Accomplished executive with extensive leadership, operations, government and regulatory, risk management, and public company experience gained through years of service as chief executive officer and chairman of a public company • Mr. Fritz was identified by a third-party search firm |
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| Age: 62 Director since: 2024 Committees: • Risk • Nominating and Corporate Governance | Ajei S. Gopal | | | Mr. Gopal has served as the President and Chief Executive Officer of ANSYS, Inc., an engineering simulation solutions provider since 2017. | | | Business Experience | | | Current Directorships | | | • ANSYS, Inc. (public) | | | Prior Public Directorships | | | • Citrix Systems, a cloud computing and virtualization technology company (2017-2021) | | | Prior Positions | | | • President and Chief Operating Officer of ANSYS, Inc. (2016) • Operating Partner at Silver Lake Partners, a leading private equity technology investor (2013-2016) • Senior Vice President and General Manager, HP Software (2011-2013) • Executive Vice President at CA Technologies (2006-2011) • Executive Vice President and Chief Technology Officer at Symantec (2004-2006) • Founder of ReefEdge Networks (2000-2004) • Various positions at IBM (1988-2000) | | | Reasons For Nomination | | | • Extensive executive, chief operating officer and technology experience • Mr. Gopal was identified by a third-party search firm |
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| Age: 56 Director since: 2021 Committees: • Risk • Nominating and Corporate Governance | Wafaa Mamilli | | | Ms. Mamilli has served as Executive Vice President, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc., a global animal health company, since 2022, and served as Chief Information and Digital Officer of Zoetis since 2020. | | | Business Experience | | | Prior Positions | | | • Global Chief Information Officer for business units at Eli Lily and Company, a pharmaceutical company (2019-2020) • A variety of leadership positions at Eli Lily since 1995, including Chief Information Security Officer (2016-2019) | | | Reasons For Nomination | | | • Extensive global experience and technology background, including expertise in cybersecurity, digital and analytics |
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| Age: 70 Director since: 2019 Committees: • Nominating and Corporate Governance, Chair • Talent and Compensation | Heidi G. Miller | | | Ms. Miller most recently served as President of JPMorgan International, a division of JPMorgan Chase & Co., a global financial services company. | | | Business Experience | | | Current Directorships | | | • Waystar, Inc., a provider of financial management technology (private) | | | Prior Public Directorships | | | • HSBC Holdings plc, a British global banking and financial services company (2014-2021) • General Mills Inc., a manufacturer and marketer of branded consumer foods (1999-2019) • First Data Corporation (2014-2019) | | | Prior Positions | | | • President of JPMorgan International (2010-2012) • Executive Vice President, Chief Executive Officer – Treasury and Securities Services of JPMorgan Chase (2004-2010) • Executive Vice President and Chief Financial Officer of Bank One Corporation, a commercial bank that is now part of JPMorgan Chase (2002-2004) • Chief Financial Officer of Citigroup Inc., a global banking company | | | Reasons For Nomination | | | • Leadership, management and strategic experience at complex organizations in the global banking and financial services industries |
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| Age: 60 Director since: 2007 Lead Director since: 2022 Committees: • Talent and Compensation, Chair • Nominating and Corporate Governance | Doyle R. Simons | | | Mr. Simons most recently served as President and Chief Executive Officer and a director of Weyerhaeuser Company, a company focused on timberlands and forest products. | | | Business Experience | | | Current Directorships | | | • Union Pacific Corporation, a leading transportation company (public) • Iron Mountain Incorporated, a storage and information management company (public) | | | Prior Public Directorships | | | • Weyerhaeuser Company (2013-2018) | | | Prior Positions | | | • President and Chief Executive Officer of Weyerhaeuser Company (2013-2018), and senior advisor (2018-2019) • Chairman and Chief Executive Officer of Temple-Inland, Inc., a manufacturing company focused on corrugated packaging and building products (2007-2012) • Executive Vice President, Chief Administrative Officer, Vice President – Administration and Director of Investor Relations at Temple-Inland (1994-2007) | | | Reasons For Nomination | | | • Accomplished businessperson and director with diverse experience in senior management, financial and legal matters |
(Amendment No. )
| Age: 61 Director since: 2020 Committees: • Audit, Chair • Talent and Compensation | Kevin M. Warren | | | Mr. Warren most recently served as Executive Vice President and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc. (UPS), a global package delivery, supply chain management and freight forwarding company. | | | Business Experience | | | Prior Public Directorships | | | • Illinois Tool Works Inc., a global manufacturer of industrial products and equipment (2010-2021) | | | Prior Positions | | | • Executive Vice President and Chief Marketing and Customer Experience Officer of UPS (2023-2024) • Executive Vice President and Chief Marketing Officer of UPS (2018-2023) • Executive Vice President & Chief Commercial Officer of Xerox Corporation, a global business services, technology and document management company (2017-2018) • President, Commercial Business Group, President, Industrial, Retail and Hospitality Business Group, President of Strategic Growth Initiatives, and other roles at Xerox (1984-2017) | | | Reasons For Nomination | | | • Deep executive and commercial leadership experience including the growth and management of global brands |
(Amendment No. )
| Age: 54 Director since: 2023 Committees: • Audit • Risk | Charlotte B. Yarkoni | | | Ms. Yarkoni has served as President of Commerce, Ecosystems, Cloud & AI of Microsoft Corporation, a global technology provider, since 2022, and previously served as Vice President and Chief Operating Officer, Cloud and AI of Microsoft from 2021 to 2022, and Vice President, Commerce and Ecosystems of Microsoft from 2016 to 2021. | | | Business Experience | | | Prior Positions | | | • President of Telstra Software Group, a strategic global software business (2013-2016) • Senior Vice President, Cloud Services, of VMware, a leading provider of multi-cloud services (2011-2013) | | | Reasons For Nomination | | | • Proven technology leader with an extensive background in cloud-based applications who has held executive leadership roles at both public and privately held technology firms • Ms. Yarkoni was identified by a third-party search firm |
(Amendment No. )
How We Are Selected, Elected and Evaluated More About Nominees All of the nominees for election as director at the annual meeting have been nominated in accordance with our by-laws. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose. Vote Required Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. If, in an uncontested election of directors, any incumbent nominee receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, such director will promptly tender his or her resignation. The nominating and corporate governance committee will then promptly recommend to the board whether to accept or reject the resignation, and we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission that sets forth the board’s decision in which the director who tendered a resignation will not participate. In a contested election, as determined by the chair of the board, each director will be elected by a plurality of the votes cast with respect to that director’s election at a meeting at which a quorum is present regardless of whether a contested election continues to exist as of the date of such meeting. What We Look for in Directors The nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, an ability to represent the long-term interests of shareholders, and sufficient time to devote to board activities. The board expects that it will consist of directors who are best-in-class and include individuals of diverse gender, sexual orientation, race, ethnicity, nationality, cultural background and age. With respect to our nominees for election at the annual meeting, 60% are diverse in gender, race and/or ethnicity, including three women and four who are diverse in race and/or ethnicity. Further to our commitment to diversity and inclusion, our governance guidelines specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates. How We Nominate Directors The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee utilizes a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2025 Annual Meeting.” How We Evaluate Our Performance The board of directors annually considers the performance of the board, board committees and individual directors. Our board believes that a meaningful evaluation process promotes good governance practices and enhances the effective functioning of the board.
(Amendment No. )
| Input | Actions | | • In 2023, we engaged a third party to interview our directors regarding individual director and board performance as well as perceived areas of opportunity for enhanced skills in connection with director recruiting efforts. • In addition, in 2024, we conducted a written director survey regarding individual director and board performance and our lead independent director discussed the results with each director individually and with the board as a group. | In response to the feedback received, the board took several actions including • Appointing three new directors • Continuing outside expert presentations as part of the board's director education program • Enhancing our new director orientation program • Expanding or rotating the membership of certain board committees |
(Amendment No. )
The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to improve the operation and performance of the board and its committees. How We Are Organized Our Independence Our board of directors has determined that Henrique de Castro, Harry F. DiSimone, Lance M. Fritz, Ajei S. Gopal, Dylan G. Haggart, Wafaa Mamilli, Heidi G. Miller, Doyle R. Simons, Kevin M. Warren and Charlotte B. Yarkoni are “independent” under the independence standards set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual. Each member of the committees of our board of directors is independent, and the members of our audit and talent and compensation committees satisfy the additional independence criteria applicable to those committees under New York Stock Exchange or Securities and Exchange Commission rules. In addition, each member of the talent and compensation committee is a non-employee director. Mr. Bisignano is not independent because he is a current employee of Fiserv. The term of service of Dylan Haggart, a current director, will expire at the 2024 annual meeting of shareholders. Our Meetings and Attendance During our fiscal year ended December 31, 2023, the board of directors held seven meetings. During 2023, each director attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on the board or such committees. Our directors meet in executive session without management present at each regular meeting of the board of directors. Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2023 annual meeting of shareholders attended the meeting. Our Leadership We believe that strong independent leadership is essential for our board of directors to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the composition of the board, the individuals serving in leadership positions, and our performance as a company.
(Amendment No. )
| • | Annual Review and Appointment. In accordance with our governance guidelines, our board of directors annually conducts an evaluation of its leadership structure and elects a board chair, who may or may not be our chief executive officer, based on what it believes is in the best interests of our company and our shareholders. If the individual elected as chair is the chief executive officer or is otherwise an employee of our company, our governance guidelines provide that the non-employee directors will appoint an independent lead director. |
(Amendment No. )
| • | Chair and Lead Director Roles. Following our 2023 annual meeting of shareholders, our independent directors determined the best leadership structure was for Mr. Bisignano to continue to serve as chairman of the board supported by Mr. Simons as our independent lead director. This structure allows Mr. Bisignano to provide the board with consistency, stability, and focus, which is especially relevant in light of the appointment of three new independent directors within the past 12 months, while ensuring independent director engagement through our lead director and other strong governance practices. The board believes that Mr. Bisignano’s leadership style and decades of financial services technology expertise make him uniquely qualified to lead discussions of the board, foster an important unity of leadership between the board and management, and promote alignment of the company’s strategy with its operational execution. |
(Amendment No. )
| • | Favorable Shareholder Feedback. The board also considers shareholder feedback when determining its leadership structure. Based on the results of the shareholder vote at the last annual meeting on combining the role of chair and chief executive officer, and the feedback we received during two rounds of shareholder engagement in 2023, the majority of shareholders supported the current, flexible framework. |
(Amendment No. )
| • | Strong Governance and Robust Lead Director Duties. The board believes that our robust corporate governance practices, including a strong lead director role, independent leadership of all board committees, and consistent |
(Amendment No. )
board refreshment enables efficient independent oversight. As set forth in our governance guidelines, the lead director is elected by the non-employee directors and is responsible for, among other things, acting as the principal liaison between non-employee directors of the board and the chair of the board of directors, calling meetings of the non-employee directors, and presiding over executive sessions of the non-employee directors and providing feedback to the chair of the board regarding the same. In 2023, the board reviewed the independent lead director’s duties and updated the governance guidelines to add additional responsibilities related to the approval of board meeting agendas, schedules, and information provided to the board, and to engagement with shareholders. The board will continue to annually review its leadership structure in light of the needs of the board and the company at such time. Our Committees Our board of directors has four standing committees: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a risk committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters available free of charge on our website at https://investors.fiserv.com/corporate-governance. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.”
(Amendment No. )
| Audit Committee | | | Mr. Warren (Chair) | Committee Rotation. In 2024, Mr. Fritz and Ms. Yarkoni were appointed to the committee and Mr. Simons rotated to the nominating and corporate governance committee. Primary Responsibilities. The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm and establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. Audit Committee Financial Experts and Report. The board of directors has determined that Messrs. de Castro, DiSimone, Fritz and Warren and Ms. Yarkoni are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K. The report of the audit committee can be found on page 64. | | Mr. de Castro | | | Mr. DiSimone | | | Mr. Fritz | | | Ms. Yarkoni | | | Number of Meetings held in 2023: 10 | |
(Amendment No. )
| Nominating and Corporate Governance Committee | | | Ms. Miller (Chair) | Committee Rotation. In 2024, Mr. Fritz and Mr. Gopal were appointed to the committee and Mr. Warren rotated to the talent and compensation committee. Primary Responsibilities. The nominating and corporate governance committee assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board and its committees including committee rotation and leadership. The committee is also responsible for corporate governance matters and oversees our ESG programs and practices. | | Mr. Fritz | | | Mr. Gopal | | | Mr. Haggart | | | Ms. Mamilli | | | Mr. Simons | | | Number of Meetings held in 2023: 7 | |
(Amendment No. )
| Talent and Compensation Committee | | | Mr. Simons (Chair) | Committee Rotation. In 2024, Ms. Miller and Mr. Warren were appointed to the committee. Primary Responsibilities. The talent and compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy, including with respect to diversity, equity and inclusion, talent engagement, and culture. CD&A and Report of the Committee. Additional information regarding the talent and compensation committee and our named executive officer compensation is provided below under the heading “Our Executive Pay – Compensation Discussion and Analysis.” The report of the talent and compensation committee can be found on page 44. | | Mr. de Castro | | | Mr. Haggart | | | Ms. Miller | | | Mr. Warren | | | Number of Meetings held in 2023: 5 | |
(Amendment No. )
| Risk Committee | | | Mr. DiSimone (Chair) | Committee Rotation. In 2024, Mr. Gopal and Ms. Yarkoni were appointed to the committee and Ms. Miller rotated to the talent and compensation committee. Primary Responsibilities. The risk committee is responsible for oversight of key company risks, including cybersecurity, risk appetite, risk governance structure, regulatory exams, risk management and other selected risk topics. | | Mr. Gopal | | | Ms. Mamilli | | | Ms. Yarkoni | | | Number of Meetings held in 2023: 6 | |
(Amendment No. )
How We Govern The board of directors is responsible for providing advice and oversight of the strategic and operational direction of the company to support our and our shareholder’s long-term interests. Strategic Oversight Our board is responsible for reviewing management’s strategic and financial plans. The board also monitors corporate performance against those plans including overseeing operating results on a regular basis. At least quarterly, the chief executive officer, chief financial officer and other members of management provide detailed business and strategy updates to our board. At these reviews, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; our budget, capital allocation plan, and financial and operating performance; the competitive landscape; product and technology updates; and potential acquisitions, investments and partnerships. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies. Risk Oversight Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks we face so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and through its committees, regularly engages with management and outside advisors about the risks we face.
Risk Management Approach
Risk Management Approach We maintain an enterprise risk management (ERM) program with a top risk register and structured risk assessment process that supports strategic planning and decision making. As part of our ERM program, for each category of risk, we determine an appropriate risk appetite. We consider the impact and likelihood of our top risks, and our ability to manage those risks through mitigating controls. The risk assessment process also determines risk ratings, such that the management of significant risks can be prioritized. On an ongoing basis, we identify, categorize, assess, respond to, and monitor risks, escalating mitigation efforts as needed. We consider the ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, our financial performance, compliance and legal, our reputation, and our business strategy. Response plans are developed for residual risks that are above the acceptable tolerance level. The board of directors believes that its current leadership structure best positions it to oversee the risks faced by the company today based on the company’s operations and strategic goals and the qualifications and skills of our directors. The significant majority of our board is independent and all four of our standing board committees are chaired by independent directors. In addition, our chairman, who is also our chief executive officer, has significant industry experience and in-depth knowledge of our company and is, therefore, able to efficiently bring issues to the attention of the board. Our chairman’s leadership is complemented by an independent lead director who has a robust set of responsibilities under our governance guidelines enabling him to provide an independent perspective on significant matters, including the management of risk. The board of directors and its committees provide oversight of risk within the scope of their respective responsibilities, including those described below.
Board of Directors
Board of Directors
Board of Directors
| • | Maintains primary oversight of strategic, operational, financial, succession and culture-related risks |
Board of Directors
| • | Receives information regarding our financial performance and condition from our chief executive officer and chief financial officer to understand and address current and emerging risks |
Board of Directors
| • | Discusses with senior management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the board to evaluate competitive and operational risks |
Audit Committee
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Henrique de Castro(3) | 130,000 | 210,056 | 340,056 | | Harry F. DiSimone(3) | 150,000 | 210,056 | 360,056 | | Lance M. Fritz(4) | — | — | — | | Ajei S. Gopal(4) | — | — | — | | Dylan G. Haggart(3) | 130,000 | 210,056 | 340,056 | | Wafaa Mamilli(3) | 130,000 | 210,056 | 340,056 | | Heidi G. Miller(5) | 140,000 | 210,056 | 350,056 | | Doyle R. Simons(6) | 140,000 | 285,102 | 425,102 | | Kevin M. Warren(3) | 150,000 | 210,056 | 360,056 | | Charlotte B. Yarkoni(7) | 41,576 | 165,823 | 207,399 | | Former Directors | | | | | Alison Davis(8) | 49,286 | — | 49,286 |
Executive Compensation Practices
| What We Do | | Pay for Performance. Named executive officer compensation is primarily variable and delivered in the form of long-term incentive equity awards, at least half of which are performance share units. | | Performance Share Units. We grant performance share units that vest based on the achievement of three-year absolute and relative performance goals. For 2023, half of the equity granted to our executive officers, and 60% of the equity granted to our chief executive officer, was in the form of performance share units. | | Performance Metrics. Annual cash incentive payments are based on formulaic and quantitative financial performance objectives established by the talent and compensation committee at the beginning of each year. | | Rigorous Total Shareholder Return Goal. Forty percent (40%) of the performance share units granted as 2023 incentive compensation vest based on our relative total shareholder return over a three-year performance period as compared to the S&P 500 Index. These performance share units only vest at target for above-median performance, and the number of shares issued is capped at the target amount if our absolute total shareholder return over the three-year period is negative. | | Double-Trigger Change of Control Benefits. In the event of a change of control, our executive officers will only receive a cash severance payment and vesting of unvested restricted stock units, stock options and performance share units upon a qualifying termination following the change of control. | | Robust Stock Ownership. We have a stock ownership policy that requires our executive officers and directors to own a significant amount of Fiserv equity to further align their long-term interests with those of our shareholders. • Chief Executive Officer – twelve times (12x) his annual base salary • Other executive officers – four times (4x) their respective annual base salaries • Directors – four times (4x) the sum of the annual board cash fee and equity award value | | Clawback Policy. In 2023, we adopted an enhanced compensation recoupment, or “clawback,” policy to comply with new Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to the mandatory recoupment, the policy permits recoupment for restatements of any operating or financial results and in the event of certain employee misconduct. |
Executive Compensation Practices
| What We Don’t Do | | No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock. | | No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers. | | No Gross-Ups. We do not have tax gross-up arrangements with any of our executive officers. | | Calculation of Share Ownership. Unvested stock options and performance share units do not count toward meeting our stock ownership requirements. | | No Change of Control Agreements. We have a severance policy for our executive officers and, other than our employment agreement with our chief executive officer, no executive officers have employment or other agreements with us. | | No Option Repricing. Our equity plan prohibits the repricing or backdating of stock options and the cancellation of underwater stock options in exchange for a cash payment or the issuance of other securities by us to the award holder. |
Components of Compensation
| Type | Element | Description | Purpose | | Long-Term Compensation | Performance Share Units | • Equity grants for which the number of shares issued at vesting is determined by the achievement of relative and absolute performance goals over a multi-year period | • Incentivizes the achievement of long-term performance objectives to align our named executive officers’ economic interests with those of our shareholders | | | Restricted Stock Units | • Equity grants that vest over a period of several years where the ultimate value depends on our share price | • Promotes retention and further aligns the interests of our named executive officers and shareholders |
Components of Compensation
When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.
The Talent and Compensation Committee’s Role
| • | Approving executive officer compensation including the design and related performance goals specific to short- and long-term incentive awards relevant to their compensation |
The Talent and Compensation Committee’s Role
| • | Discharging administrator responsibilities conferred to the committee by our equity incentive plans |
The Talent and Compensation Committee’s Role
| • | Approving severance or similar termination payments to executive officers |
The Talent and Compensation Committee’s Role
With respect to executive officers, at the beginning of each year, the talent and compensation committee approves cash incentive payments and equity awards, sets base salaries and approves cash incentive and performance share unit goals and targets.
Peer Group
Peer Group In setting compensation levels for our executive officers, the talent and compensation committee considers, among other things, the compensation of similarly situated executives at companies in our peer group by reviewing publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the talent and compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position. The peer group the talent and compensation committee considered for 2023 compensation is set forth below:
Peer Group
| American Express Company | Mastercard Incorporated | | Automatic Data Processing, Inc. | Nasdaq, Inc. | | BlackRock, Inc. | Paychex, Inc. | | Block, Inc. | PayPal Holdings, Inc. | | Cognizant Technology Solutions Corporation | Salesforce, Inc. | | Discover Financial Services | S&P Global Inc. | | Fidelity National Information Services, Inc. | The Bank of New York Mellon Corporation | | Global Payments Inc. | Visa Inc. | | Intuit Inc. | |
Peer Group
We believe our peer group includes companies that compete with us for talent; directly compete with us in our primary businesses; have similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and are of similar size based primarily on annual revenue and market capitalization. 2023 Named Executive Officer Compensation
Annual Cash Incentive Awards
Annual Cash Incentive Awards At the beginning of 2023, the talent and compensation committee set quantitative corporate performance objectives for annual cash incentive awards based on two financial measures – adjusted revenue for incentive compensation, which we refer to in this section as adjusted revenue, and adjusted operating income. The committee selected adjusted revenue because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of our Output Solutions postage reimbursements, deferred revenue purchase accounting adjustments and acquired revenue. The committee also considers adjusted operating income as both a key performance objective and a primary indicator of profitability and free cash flow growth. For 2023, the committee set the performance goals for adjusted revenue and adjusted operating income such that it believed that it would be reasonably unlikely that the top end of the range would be achieved but it would be reasonably likely that the target could be achieved. A discussion of how adjusted revenue for incentive compensation and adjusted operating income is calculated from GAAP revenue is provided in Appendix A to this proxy statement. The performance objectives, weighting, and threshold, target, maximum and actual amounts for our named executive officers for 2023 were as follows:
Annual Cash Incentive Awards
| Performance Objective (in millions) and Weighting | Threshold | Target | Maximum | Actual | | Adjusted Revenue for Incentive Compensation (50%) | $17,443 | $17,775 | $18,282 or more | $18,039 | | Adjusted Operating Income (50%) | $6,400 | $6,550 | $6,700 or more | $6,729 |
Annual Cash Incentive Awards
The threshold, target and maximum potential payouts for each of our named executive officers were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation. Actual achievement of the adjusted revenue for incentive compensation and adjusted operating income goals would have resulted in a payment level of 176.1%. However, in light of the positive impact that certain unanticipated business conditions had on our results, including the positive impact that higher interest rates and inflation had on revenue in certain of our businesses, the committee elected to pay the annual cash incentive awards for 2023 at a 120% achievement level, as follows:
Annual Cash Incentive Awards
| | Threshold | Target | Maximum | Actual | | F. Bisignano | $1,250,000 | $2,500,000 | $5,000,000 | $3,000,000 | | G. Chiarello | 650,000 | 1,300,000 | 2,600,000 | 1,560,000 | | R. Hau | 375,000 | 750,000 | 1,500,000 | 900,000 | | S. Kereere | 410,000 | 820,000 | 1,640,000 | | | A. Rosman | 290,000 | 580,000 | 1,160,000 | 696,000 |
Long-Term Incentive Awards
Long-Term Incentive Awards
Awards Granted in 2024
Awards Granted in 2024 In February 2024, we granted annual equity awards to our continuing named executive officers based on the level of each executive officer’s responsibilities and the talent and compensation committee’s judgment of each executive’s performance in 2023 with respect to strategic impact, execution of our commitment to provide innovative solutions for our clients, talent development, risk management, and, other than with respect to his own awards, the recommendation of our chief executive officer. The talent and compensation committee also considered the company’s strong financial results and total shareholder return in 2023. The annual equity mix awarded by the talent and compensation committee to each of our named executive officers is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. Half of the equity granted to our named executive officers during the annual grant cycle in each of 2023 and 2024 was in the form of performance share units with a three-year performance period except in the case of Mr. Bisignano, who received 60% performance share units and 40% restricted stock units. The number and approved value of the equity incentive awards made to our continuing named executive officers in February 2024 for 2023 performance were as follows.
Awards Granted in 2024
| | Performance Share Units | | Restricted Stock Units | | | | Approved by Talent and Compensation Committee ($) | Units (#) | Approved by Talent and Compensation Committee ($) | Units (#) | | F. Bisignano | 12,360,000 | 83,899 | 8,240,000 | 55,812 | | G. Chiarello | 3,832,500 | 26,015 | 3,832,500 | 25,959 | | R. Hau | 2,675,000 | 18,158 | 2,675,000 | 18,119 | | A. Rosman | 1,602,000 | 10,875 | 1,602,000 | 10,851 |
Awards Granted in 2024
The number of performance share units granted was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the committee by the closing price of our common stock on the grant date. Please see “Equity Incentive Awards – Terms of Performance Share Units” below for more information regarding the performance goals and weightings applicable to the performance share units. These equity incentive awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2025 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules.
Awards Granted in 2023
| | Performance Share Units | | Restricted Stock Units | | | | Units (#) | Grant Date Fair Value ($) | Units (#) | Grant Date Fair Value ($) | | F. Bisignano | 100,135 | 12,929,832 | 67,994 | 7,690,121 | | G. Chiarello | 33,112 | 4,275,683 | 33,726 | 3,814,411 | | R. Hau | 19,333 | 2,496,354 | 19,692 | 2,227,165 | | S. Kereere | 17,767 | 2,294,146 | 18,096 | 2,046,658 | | A. Rosman | 9,497 | 1,226,291 | 9,673 | 1,094,016 |
Terms of Performance Share Units
Terms of Performance Share Units The performance share units granted in each of 2022, 2023 and 2024 to our named executive officers have a three-year performance period ending December 31, 2024, 2025 and 2026, respectively. We refer to the performance share units granted in 2022 as the “2022 PSUs,” those granted in 2023 as the “2023 PSUs,” and those granted in 2024 as the “2024 PSUs.” Performance Metrics and Weighting
Terms of Performance Share Units
| Performance Metrics – 2022 PSUs | Weighting | | Relative total shareholder return | 30% | | Organic revenue growth | 30% | | Adjusted operating income | 25% | | Adjusted earnings per share | 15% |
Terms of Performance Share Units
| Performance Metrics – 2023 PSUs / 2024 PSUs | Weighting | | Relative total shareholder return | 40% | | Organic revenue growth | 40% | | Adjusted earnings per share | 20% |
Terms of Performance Share Units
Performance Metrics Description and Analysis
Terms of Performance Share Units
| Performance Metrics | Description and Analysis | | Relative total shareholder return | Relative total shareholder return compared to the S&P 500 Index aligns our pay-for-performance philosophy with the creation of shareholder value | | Organic revenue growth | The long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions and the impact of foreign currency fluctuations | | Adjusted operating income | Adjusted operating income is an indicator of profitability and free cash flow growth | | Adjusted earnings per share | An increase in adjusted earnings per share can drive an increase in shareholder value |
Total Shareholder Return
| 2022 PSUs | Organic Revenue Growth (30% Weighting) | Adjusted Operating Income (25% Weighting) (in millions) | Adjusted Earnings Per Share (15% Weighting) | Performance Multiplier | | Maximum | 11% | $6,151 | $6.70 | 200% | | Target | 9% | $5,966 | $6.48 | 100% | | Threshold | 7% | $5,773 | $6.25 | 50% |
Total Shareholder Return
| 2022 PSUs | Organic Revenue Growth (30% Weighting) | Adjusted Operating Income (25% Weighting) (in millions) | Adjusted Earnings Per Share (15% Weighting) | Performance Multiplier | | Maximum | 11% | $6,700 | $7.55 | 200% | | Target | 8% | $6,550 | $7.35 | 100% | | Threshold | 5% | $6,400 | $7.15 | 50% |
Total Shareholder Return
| 2023 / 2024 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | | Maximum | 11% | $7.55 | 200% | | Target | 8% | $7.35 | 100% | | Threshold | 5% | $7.15 | 50% |
Total Shareholder Return
| 2022 PSUs | Organic Revenue Growth (30% Weighting) | Adjusted Operating Income (25% Weighting) (in millions) | Adjusted Earnings Per Share (15% Weighting) | Performance Multiplier | | Maximum | 19% | $7,725 | $9.00 | 200% | | Target | 16% | $7,450 | $8.63 | 100% | | Threshold | 13% | $7,200 | $8.30 | 50% |
Total Shareholder Return
| 2023 / 2024 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | | Maximum | 19% | $9.00 | 200% | | Target | 16% | $8.63 | 100% | | Threshold | 13% | $8.30 | 50% |
Total Shareholder Return
The committee established the threshold, target and maximum achievement levels for each metric for 2024, in the case of the 2022, 2023 and 2024 PSUs; for 2025, in the case of the 2023 and 2024 PSUs; and 2026, in the case of the 2024 PSUs.
2021 Performance Share Units
2021 Performance Share Units The performance share units granted in 2021, with a three-year performance period ended on December 31, 2023, vested at 140.3% of the target award level based on organic revenue growth of 190% of target (30% weighting), average adjusted operating income growth of 142% of target (25% weighting), average adjusted earnings per share growth of 163% of target (15% weighting), in each case, over the three-year period ended December 31, 2023, as well as our total shareholder return versus the S&P 500 Index over the three-year period of 77% of target (30% weighting). Upon vesting and subject to required tax withholding, Messrs. Bisignano, Chiarello and Hau received 108,423, 26,996, and 18,155 shares of our common stock, respectively, with delivery made following the certification of these performance goals by the talent and compensation committee on January 29, 2024.
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan Our named executive officers, along with other highly compensated employees, are eligible to participate in a non-qualified deferred compensation plan pursuant to which they can defer up to 75% of base salary, commissions and/or any cash payment earned pursuant to one of our written incentive plans. Participants must make a deferral election each year and may elect to have distributions begin on a specified date or following cessation of service, upon death or in connection with a change of control. Distributions are generally made in a lump sum or in up to 15 annual installments. Accounts are credited with earnings based on each participant’s selection among investment choices that are similar to those available under our 401(k) savings plan. Investment allocations may be changed at any time by the participant. We do not make any contributions to this plan. None of our continuing named executive officers participated in our non-qualified deferred compensation plan during 2023. Please see the table included in “Compensation Discussion and Analysis – Non-Qualified Deferred Compensation in 2023” for additional information about our non-qualified deferred compensation. Additional Compensation Policies
Compensation Recoupment Policy
| • | in the case of any restatement of operating or financial results, the excess amount of any incentive awards that are granted, earned, or vested based in whole or in part on the attainment of such results from any current or former employee of the company as well as independent contractors; and |
Equity Award Grant Practices
Equity Award Grant Practices The talent and compensation committee approves annual equity awards to the company’s executive officers, including all named executive officers, in the early part of each year. The committee also delegates authority to our chief executive officer and chief financial officer to approve annual equity awards to employees who are not executive officers from an equity award pool approved by the committee for this purpose. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the talent and compensation committee delegates authority to our chief executive officer and chief financial officer to enable either of them to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the talent and compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”), the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the New York Stock Exchange on the grant date.
Executive Severance and Change of Control Policy
Executive Severance and Change of Control Policy The Fiserv, Inc. Executive Severance and Change of Control Policy (the “Policy”) provides for the payment of cash severance and certain other benefits to members of the company’s management committee including our named executive officers. All restricted stock units, stock options and performance share units are subject to double trigger vesting following a change of control. A complete discussion of the terms of the Policy, together with an estimate of the amounts potentially payable under the Policy, appears below under the heading “Executive Compensation –Potential Payments Upon Termination or Change of Control.”
Bisignano Employment Agreement
Bisignano Employment Agreement On December 21, 2022, we entered into an employment agreement with Mr. Bisignano, which provides that Mr. Bisignano will serve as our president and chief executive officer until December 21, 2027, and, subject to election by our shareholders, as a director during the specified period. The agreement will automatically renew for one-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement. Under his employment agreement, Mr. Bisignano is entitled to receive: an annual salary of at least $1,400,000 beginning in 2023; an annual cash incentive opportunity with a target payout of at least $2,500,000; annual long-term equity awards as determined by our board or talent and compensation committee; reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and employee, welfare, retirement and other benefits as are generally made available to our executive officers. In the event of a conflict between his employment agreement and the terms of an equity award agreement, the employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Bisignano’s employment agreement resulted from an arm’s-length negotiation, after discussions with our compensation consultant, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry. Compensation Committee Report
Other Agreements
Other Agreements Pursuant to her sign-on agreement, Ms. Kereere was entitled to receive: a base salary of $900,000; a total annual incentive opportunity of $4,100,000; reimbursement of relocation expenses; and income tax equalization assistance and payments in the U.S. and the United Kingdom not covered by her former employer until December 31, 2023, so that she would pay no more income tax than she would have as a U.S. taxpayer and provided she remains employed by us during this period. Ms. Kereere’s sign-on agreement resulted from arm’s-length negotiations, and, as a result, we believe the terms reflected market terms for a leader of a company of our size in our industry. Ms. Kereere’s employment agreement terminated on December 31, 2023, upon her resignation from the company. Compensation Committee Report The talent and compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2023. Doyle Simons Henrique De Castro Dylan Haggart Heidi Miller Kevin Warren Compensation Committee Interlocks and Insider Participation During the last fiscal year, there were no talent and compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the talent and compensation committee was a current or former officer or employee. Executive Compensation In February 2023, to further align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for our shareholders, the talent and compensation committee determined that the annual incentive award earned in 2022 should be settled with equity award grants rather than the payment of cash. To enhance the comparability of the compensation shown in the table below, footnote 3 to the Summary Compensation Table reflects how 2022 compensation would be presented if the annual incentive had been paid in cash consistent with the other periods in the table. Summary Compensation Table The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer, and our next three highest paid executive officers (collectively, our “named executive officers”) for the year ended December 31, 2023.
Other Agreements
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2)(3) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total(3) ($) | | Frank J. Bisignano Chairman of the Board, President and Chief Executive Officer | 2023 | 1,400,000 | — | 23,252,867 | — | 3,000,000 | 290,891 | 27,943,757 | | | 2022 | 1,320,000 | — | 16,210,972 | — | —(3) | 291,588 | 17,822,560 | | | 2021 | 1,320,000 | — | 16,120,519 | — | 2,683,000 | 261,689 | 20,385,208 | | Guy Chiarello Chief Operating Officer | 2023 | 1,000,000 | — | 9,782,811 | — | 1,560,000 | — | 12,342,811 | | | 2022 | 1,000,000 | — | 7,598,851 | — | —(3) | — | 8,598,851 | | | 2021 | 1,000,000 | — | 6,030,290 | — | 1,725,000 | — | 8,755,290 | | Robert W. Hau Chief Financial Officer | 2023 | 718,750 | — | 5,700,058 | | 900,000 | — | 7,318,808 | | | 2022 | 625,000 | — | 4,052,789 | — | —(3) | — | 4,677,789 | | | 2021 | 625,000 | — | 4,055,539 | — | 1,000,000 | — | 5,680,539 | | Suzan Kereere(6) EVP, Head of Global Business Solutions | 2023 | 900,000 | — | 5,408,484 | — | | 68,583 | 6,377,067 | | | 2022 | 900,000 | — | 3,140,905 | — | —(3) | 58,914 | 4,099,819 | | | 2021 | 460,227 | 3,000,000 | 2,000,081 | 1,000,006 | 1,500,000 | 931,064 | 8,891,378 | | Adam L. Rosman Chief Administrative Officer and Chief Legal Officer | 2023 | 600,000 | — | 3,075,468 | — | 696,000 | — | 4,371,468 | | | 2022 | 600,000 | — | 2,178,470 | — | —(3) | — | 2,778,470 | | | 2021 | 261,364 | 1,000,000 | 2,600,023 | 3,500,008 | 750,000 | — | 8,111,395 |
Other Agreements
| Name | Year | Salary ($) | Bonus | Stock Awards ($) | Option Award | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | F. Bisignano | 2023 | 1,400,000 | | 20,619,954 | | 3,000,000 | 290,891 | 25,310,845 | | | 2022 | 1,320,000 | | 16,210,972 | | 2,455,000 | 291,588 | 20,277,560 | | | 2021 | 1,320,000 | | 16,120,519 | | 2,683,000 | 261,689 | 20,385,208 | | G. Chiarello | 2023 | 1,000,000 | | 8,090,093 | | 1,560,000 | — | 10,650,093 | | | 2022 | 1,000,000 | | 7,598,851 | | 1,596,400 | — | 10,195,251 | | | 2021 | 1,000,000 | | 6,030,290 | | 1,725,000 | | 8,755,290 | | R. Hau | 2023 | 718,750 | | 4,723,519 | | 900,000 | — | 6,342,269 | | | 2022 | 625,000 | | 4,052,789 | | 921,000 | — | 5,589,789 | | | 2021 | 625,000 | | 4,055,539 | | 1,000,000 | | 5,680,539 | | S. Kereere | 2023 | 900,000 | | 4,340,804 | | — | 68,583 | 5,309,387 | | | 2022 | 900,000 | | 3,140,905 | | 1,006,960 | 58,914 | 5,106,779 | | | 2021 | 460,227 | 3,000,000 | 2,000,081 | 1,000,006 | 1,500,000 | 931,064 | 8,891,378 | | A. Rosman | 2023 | 600,000 | | 2,320,307 | | 696,000 | — | 3,616,307 | | | 2022 | 600,000 | | 2,178,470 | | 712,240 | — | 3,490,710 | | | 2021 | 261,364 | 1,000,000 | 2,600,023 | 3,500,008 | 750,000 | | 8,111,395 |
Estimated Potential Payments Upon Termination or Change of Control
Estimated Potential Payments Upon Termination or Change of Control In the tables below, we estimate the maximum amount of compensation payable to our named executive officers based on their agreements in effect at, and assuming that the triggering event or events indicated occurred on, December 31, 2023. The amounts shown in the tables below rely on the following assumptions:
Estimated Potential Payments Upon Termination or Change of Control
| • | The amount shown in the table with respect to stock options is equal to the difference between the exercise price of the unvested options which would experience accelerated vesting and $132.84, the closing price of our common stock on the last trading day of the calendar year. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The amount shown in the table with respect to restricted stock units is equal to the closing price of our common stock on the last trading day of the calendar year times the number of unvested restricted stock units which would experience accelerated vesting. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The amount shown in the table with respect to performance share units, absent a change of control, is equal to the closing price of our common stock on the last trading day of the calendar year times a number of performance share units based on performance through December 31, 2023. We assume that performance goals will be achieved at a level above target for the 2022 and 2023 awards. |
Estimated Potential Payments Upon Termination or Change of Control
| • | Upon a qualifying termination following a change of control, the performance share units granted in 2022 and 2023 will vest after the end of the three-year performance period based on actual performance for fiscal years in the performance period that have been completed as of December 31, 2023, and at 150% of target, or as if the performance goal had been met where there is no target, for fiscal years in the performance period that have not been completed as of December 31, 2023. |
Estimated Potential Payments Upon Termination or Change of Control
| • | Except in the case of Mr. Bisignano, upon death or disability, performance share units granted in 2022 and 2023 will vest after the end of the performance period as if employment had not terminated based on actual performance. |
Estimated Potential Payments Upon Termination or Change of Control
| • | In the case of Mr. Bisignano, we assume that, upon death or disability, his performance share units will fully vest, with the performance goals applicable to any such awards being deemed to have been achieved at target for any performance period that has not been completed in accordance with his employment agreement. |
Estimated Potential Payments Upon Termination or Change of Control
| • | In the case of Mr. Bisignano, we assume that, in the event of a termination without cause or resignation for good reason, a prorated portion of his performance share units will vest based on the number of months employed during the performance period, with the number of shares earned based on the actual level of achievement of the performance goals. |
Estimated Potential Payments Upon Termination or Change of Control
| • | As to each type of severance benefit provided by the Policy, if the named executive officer is eligible for the same type of severance benefit under an employment or other agreement with us, then the executive will receive the benefits required by the agreement and will not receive those benefits under the Policy. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The cash payments under the “Termination Without Cause or Resignation for Good Reason” and “Termination Without Cause or Resignation for Good Reason Following Change of Control” columns for Mr. Bisignano were calculated in accordance with his employment agreement rather than the Policy because his employment agreement provides for more favorable cash payments upon a termination without cause or resignation for good reason. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The amount shown in the “Retirement” column assumes that the named executive officer who was retirement-eligible at December 31, 2023, fulfills all retirement qualifications and complies with all ongoing obligations so that the applicable unvested stock option and restricted stock unit awards held by him as of December 31, 2023, continue to vest on their original vesting schedule. |
Estimated Potential Payments Upon Termination or Change of Control
| • | We have assumed that, in connection with a change of control, the acquiror assumes any outstanding, unvested stock options and restricted stock units and cash incentive award opportunities. |
Estimated Potential Payments Upon Termination or Change of Control
| • | In certain circumstances under the Policy, the payments to our named executive officers could be reduced to eliminate potential excise taxes; however, for purposes of the tables below, we have assumed that no such reduction has occurred. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The amount shown for “COBRA Continuation Coverage” on a termination without cause or resignation for good reason, whether or not following a change of control, for the named executive officers other than Mr. Bisignano is the value of eighteen months of continued coverage for the executive officer and, if applicable, their immediate family under COBRA. The amount shown for “COBRA Continuation Coverage” with respect to Mr. Bisignano is the value of two years of continued coverage for him and, if applicable, his immediate family. The value of the benefits is based on a number of assumptions, including the continued availability of these types of coverage at expected rates. Accordingly, the amount shown is only an estimate, and the actual amount payable by us may be greater or less than the amount shown. |
Estimated Potential Payments Upon Termination or Change of Control
| • | In accordance with the Policy, the amount shown for outplacement services is 10% of the executive officers’ respective annualized base salaries as of December 31, 2023. |
Estimated Potential Payments Upon Termination or Change of Control
| • | The Policy provides that the named executive officers are entitled to receive reimbursement for certain fees and expenses, up to $25,000, paid to consultants and legal or accounting advisors in connection with the computation of benefits under the Policy. |
Estimated Potential Payments Upon Termination or Change of Control
| • | Ms. Kereere did not receive any enhanced payments or other benefits in connection with her resignation on December 31, 2023. |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Bisignano
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | Retirement ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | | Cash Severance | | — | 7,800,000 | — | 11,661,000 | | Cash Incentive Payment | 4,402,500 | 4,402,500 | 4,402,500 | 4,402,500 | 4,402,500 | | Stock Options: | | | | | | | Unvested | 796,983 | 796,983 | 796,983 | 796,983 | 796,983 | | Restricted Stock Units: | | | | | | | Unvested | 22,977,202 | 22,977,202 | 22,977,202 | 22,977,202 | 22,977,202 | | Performance Share Units: | | | | | | | Unvested | 35,954,607 | 28,592,216 | 22,193,446 | 42,820,974 | 47,382,567 | | Benefits: | | | | | | | COBRA Continuation Coverage | — | — | 54,279 | — | 54,279 | | Outplacement Services | — | — | 140,000 | — | 140,000 | | Advisor Fees | — | — | 25,000 | — | 25,000 | | Total | 64,131,292 | 56,768,901 | 58,389,410 | 70,997,659 | 87,439,531 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Chiarello
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | Retirement ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | | Cash Severance | — | — | 3,450,000 | — | 3,450,000 | | Stock Options: | | | | | | | Unvested | 355,805 | 355,805 | 355,805 | 355,805 | 355,805 | | Restricted Stock Units: | | | | | | | Unvested | 11,478,970 | 11,478,970 | 11,478,970 | 11,478,970 | 11,478,970 | | Performance Share Units: | | | | | | | Unvested | 18,993,065 | 12,330,076 | 12,330,076 | 17,287,930 | 17,287,930 | | Benefits: | | | | | | | COBRA Continuation Coverage | — | — | 27,383 | — | 27,383 | | Outplacement Services | — | — | 100,000 | — | 100,000 | | Advisor Fees | — | — | 25,000 | — | 25,000 | | Total | 30,827,840 | 24,164,851 | 27,767,234 | 29,122,705 | 32,725,088 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Hau
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | 355,805 | 355,805 | 355,805 | 355,805 | | Restricted Stock Units: | | | | | | Unvested | 6,239,229 | 3,178,330 | 6,239,229 | 6,239,229 | | Performance Share Units: | | | | | | Unvested | 10,622,683 | 5,140,755 | 9,646,841 | 9,646,841 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 40,709 | — | 40,709 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 17,217,717 | 11,065,619 | 16,241,875 | 18,632,584 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Rosman
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | | Compensation: | | | | | | Cash Severance | — | 1,770,000 | — | 1,770,000 | | Stock Options: | | | | | | Unvested | 756,083 | 756,083 | 756,083 | 756,083 | | Restricted Stock Units: | | | | | | Unvested | 3,765,350 | 2,115,743 | 3,765,350 | 3,765,350 | | Performance Share Units: | | | | | | Unvested | 5,721,817 | 2,767,323 | 5,195,771 | 5,195,771 | | Benefits: | | | | | | COBRA Continuation Coverage | — | — | — | — | | Outplacement Services | — | 60,000 | — | 60,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 10,243,250 | 7,949,149 | 9,717,204 | 11,572,204 |
Potential Payment on a Termination of Employment
Pay Versus Performance Pay Versus Performance Table The table below presents named executive officer compensation and company performance information as required by applicable Securities and Exchange Commission rules.
Potential Payment on a Termination of Employment
| Year | Summary Compensation Table Total for PEO(1) (Bisignano) | Compensation Actually Paid to PEO(1)(2)(3) (Bisignano) | Summary Compensation Table Total for PEO(1) (Yabuki) | Compensation Actually Paid to PEO(1)(2) (Yabuki) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on(4) | | Net Income Attributable to Fiserv ($MM) | Adjusted Revenue for Incentive Compensation (MM)(5) | | | | | | | | | Total Shareholder Return (“TSR”) | Peer Group TSR | | | | 2023 | $27,943,757 | $59,853,233 | | | $7,602,539 | $11,007,287 | $115 | $133 | $3,068 | $18,039 | | 2022 | 17,822,560 | 21,329,135 | — | — | 5,038,732 | 5,802,524 | 87 | 119 | 2,530 | 16,732 | | 2021 | 20,385,208 | 10,747,601 | — | — | 7,859,651 | 6,677,144 | 90 | 133 | 1,334 | 15,354 | | 2020 | 12,193,925 | 2,858,361 | $28,846,153 | $19,687,211 | 4,191,368 | 1,232,786 | 98 | 98 | 958 | 13,902 |
Potential Payment on a Termination of Employment
| (1) Mr. Yabuki served as PEO for the first half of 2020 and Mr. Bisignano served as PEO for the second half of 2020 and for all of 2021, 2022 and 2023. |
Potential Payment on a Termination of Employment
| (2) Amounts shown for compensation actually paid are computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation realized by the NEOs during the applicable year. Compensation actually paid reflects exclusions and inclusions from the summary compensation table (“SCT”) total as set forth in the tables below. |
Potential Payment on a Termination of Employment
| (3) The non-PEO NEOs reflected in these columns represent the following individuals for each of the years shown. In 2020, these individuals were Messrs. Chiarello, Hau, McGranahan, and Vielehr. In 2021, 2022 and 2023, these individuals were Messrs. Chiarello, Hau and Rosman, and Ms. Kereere. |
Potential Payment on a Termination of Employment
| (4) Assumes $100 invested in our common shares on December 31, 2019.The peer group used by the company is the S&P 500 Financials Index (the “Peer Index”), which is the same index used in the company’s performance graph reported in Part II, Item 5 of its annual report on Form 10-K for the fiscal year ended December 31, 2023. In connection with the transfer of the listing of our common stock to the New York Stock Exchange from the NASDAQ Global Select Market in 2023, we believe the S&P 500 Financials Index is a more appropriate published industry index for comparison purposes going forward as it contains a number of our peers. The table below compares the cumulative TSR of both groups for 2020 through 2023. |
Potential Payment on a Termination of Employment
| Value of Initial Fixed $100 Investment Based on: |
Potential Payment on a Termination of Employment
| Year | NASDAQ US Benchmark Transaction Processing Services Index | S&P 500 Financials Index | | 2023 | $122 | $133 | | 2022 | 100 | 119 | | 2021 | 128 | 133 | | 2020 | 134 | 98 |
Potential Payment on a Termination of Employment
| (5) We determined adjusted revenue for incentive compensation to be the most important financial measure used to link company performance to compensation actually paid for 2023. We selected adjusted revenue for incentive compensation because we believe that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of our Output Solutions postage reimbursements, deferred revenue purchase accounting adjustments and acquired revenue. A discussion of how adjusted revenue for incentive compensation is calculated from GAAP revenue is provided in Appendix A to this proxy statement. |
Calculation of Principal Executive Officer Compensation Actually Paid
Calculation of Principal Executive Officer Compensation Actually Paid
Calculation of Principal Executive Officer Compensation Actually Paid
| | Mr. Bisignano | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total(1) | $27,943,757 | $17,822,560 | $20,385,208 | $12,193,925 | | Deduct amount reported for stock and option awards in the SCT(2) | (23,252,867) | (16,210,972) | (16,120,519) | (11,200,076) | | Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | 36,387,241 | 20,127,968 | 18,853,852 | 11,466,300 | | Change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | 2,997,666 | 1,203,552 | (1,182,658) | (5,063,077) | | Change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | 15,777,434 | (1,613,973) | (11,188,283) | (4,538,711) | | Compensation Actually Paid | $59,853,233 | $21,329,135 | $10,747,601 | $2,858,361 |
Calculation of Principal Executive Officer Compensation Actually Paid
| (1) Reflects the total compensation reported in the SCT for each year shown. |
Calculation of Principal Executive Officer Compensation Actually Paid
| (2) Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in |
Calculation of Principal Executive Officer Compensation Actually Paid
our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2023.
Calculation of Principal Executive Officer Compensation Actually Paid
| (3) The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total(1) | $7,602,539 | $5,038,732 | $7,859,651 | $4,191,368 | | Deduct average amount reported for stock and option awards in the SCT(2) | (5,991,705) | (4,242,754) | (4,796,487) | (3,575,048) | | Add year-end average fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | 6,975,641 | 5,267,468 | 5,040,055 | 3,691,336 | | Average change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | 496,504 | (120,416) | (85,895) | (1,684,428) | | Average change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | 3,005,043 | (140,508) | (1,340,180) | (1,390,441) | | Fair value as of prior year end of stock and option awards (from the prior year end) that failed to meet applicable vesting conditions during the fiscal year(3) | (1,080,735) | | | | | Average Compensation Actually Paid | $11,007,287 | $5,802,524 | $6,677,144 | $1,232,786 |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (1) Reflects the average of the total compensation reported in the SCT for the non-PEO NEOs in each year shown. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (2) Reflects the grant date fair value of awards granted in the respective years under the Incentive Plan. All equity amounts in the table are the average of the non-PEO NEO totals. Information about the assumptions that we used to determine the fair value of equity awards is set |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2023.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (3) The valuation assumptions used to calculate the fair values of awards did not differ materially from those disclosed at the time of grant. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Compensation and Performance During the four years presented:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Net income attributable to the Company increased an average of 50% each year, growing from $958 million in 2020 to over $3.0 billion in 2023, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Adjusted revenue for incentive compensation grew 30% over the four-year period and more than 7% each year, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Cumulative total shareholder return for the company increased 18% compared to cumulative total shareholder return for the Peer Index, which was flat, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Determining Compensation Actually Paid; Most Important Performance Measures The most important metrics that we used to determine compensation actually paid for 2023 were:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Adjusted Revenue for Incentive Compensation |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Organic Revenue Growth |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Adjusted Operating Income |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Adjusted Earnings Per Share |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Relative Total Shareholder Return |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Pay Ratio For the year ended December 31, 2023:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The median annual total compensation of all our employees, other than the chief executive officer, was $73,645 |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The annual total compensation of our chief executive officer for purposes of the pay ratio calculation was $27,960,077 |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all employees is reasonably estimated to be 379.66 to 1 under Item 402(u) of Regulation S-K. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
We identified the median employee for 2023 by examining base cash compensation and target cash and equity incentive compensation plus commissions, overtime and shift differential for all individuals who were employed by us on November 30, 2023, including individuals who became our employees as a result of acquisitions completed during 2023, but excluding our chief executive officer and employees in certain countries as described further below. We believe base cash compensation and target cash and equity incentive compensation, plus commissions, overtime and shift differential, is a reasonable basis on which to identify the median employee because those are the most significant elements of compensation for our employee population. We began our analysis by including all worldwide employees, whether employed on a full-time, part-time or seasonal basis. As of November 30, 2023, we had approximately 42,355 employees. We excluded the following countries and approximate number of employees in each country from the median employee determination pursuant to the de minimis exclusion permitted by Securities and Exchange Commission disclosure rules: Germany (786 employees), Austria (25 employees) and Netherlands (136 employees). As a result, we included approximately 41,408 employees in the median employee determination for 2023. Our methodology to identify the median of the annual total compensation of all employees included the following material assumptions, adjustments and estimates:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | All base cash compensation for employees outside the U.S. was converted to U.S. dollars based on a conversion rate published in our internal human resources system that is updated quarterly. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | While we measured compensation for 2023 through November 30, 2023, we multiplied certain components of that compensation by 12/11th, which we refer to as the “full year factor,” to approximate 12 months of compensation and facilitate the identification of the median employee as indicated further below. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | We multiplied 2023 base cash compensation rates for any permanent employees, whether full- or part-time, who were employed by us from January 1, 2023, to November 30, 2023, by the full year factor. We also annualized 2023 actual base cash compensation paid to any permanent employees, whether full- or part-time, who were hired after January 1, 2023. We used actual base cash compensation paid through November 30, 2023, for all temporary or seasonal employees. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | For permanent employees, we assumed that any pay increases took place on April 1, 2023, since this is the standard timing for our pay increases. Any pay increases taking place at other times during the year are immaterial to the overall result. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | For hourly employees, we calculated base cash compensation as the hourly rate for an individual times the regularly scheduled number of hours to be worked by that individual during the year. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Commission pay for eligible employees in the U.S. was included in the median employee determination. We multiplied the actual amount of commissions paid during the first 11 months of 2023 by the full year factor. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Overtime and shift differential pay was included only for our hourly employees in the U.S., United Kingdom, India and Latin America. We multiplied the actual amount of overtime and shift differential paid to employees during the first 11 months of 2023 by the full year factor. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | We reasonably estimate that approximately 1.34% of all commissions on an annualized basis were earned by employees located outside the U.S. during 2023, and that approximately 2.82% of all overtime and shift differential hours on an annualized basis were worked by employees located outside the U.S., United Kingdom, India and Latin America during 2023. We believe any impact from those commissions or hours to be immaterial to the identification of the median employee. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | We did not make any cost-of-living adjustments in identifying the median employee. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
With respect to our median employee, we identified and calculated the elements of such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and included the estimated value of such employee’s 2023 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums as well as health savings account employer contribution. With respect to the annual total compensation of our chief executive officer, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement plus the estimated value of our chief executive officer’s 2023 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums. The pay ratio described above may not be comparable to the pay ratio of other companies because our employee population, compensation structure, and the assumptions we made and the methodology we used in arriving at the pay ratio, may differ from those at other companies. Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm Background The audit committee of the board of directors is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm. The audit committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Deloitte has served as our independent registered public accounting firm since 1985. At least annually, the audit committee assesses the performance and independence of Deloitte to determine whether we should continue to retain the firm. To this end, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance. In addition, when evaluating whether to continue to retain Deloitte, the audit committee assesses the factors described in “Audit Committee Report” below, including the impact on our company of changing the independent registered public accounting firm. In conjunction with the mandated rotation of Deloitte’s lead engagement partner, the audit committee and its chair actively participate in the selection of a successor lead engagement partner. The members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders. A representative of Deloitte is expected to attend the annual meeting, will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions. Reason for the Proposal Appointment of our independent registered public accounting firm is not required to be submitted for shareholder approval, but the audit committee of our board of directors is seeking ratification of its appointment of Deloitte as a matter of good corporate practice. If our shareholders do not ratify this appointment, the audit committee of the board of directors will consider it a direction to seek to retain another independent registered public accounting firm. Even if the appointment is ratified, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time if it determines that such a change would be in our shareholders’ best interests. Vote Required and Recommendation of the Board of Directors To ratify the appointment of Deloitte as our independent registered public accounting firm, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. Unless otherwise specified, the proxies solicited hereby will be voted to ratify the appointment of Deloitte as our independent registered public accounting firm for 2024.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| For | The board of directors recommends that you vote “For” Proposal 3. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Independent Registered Public Accounting Firm and Fees The following table presents the aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (the “Deloitte Entities”) for services provided during 2023 and 2022.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| | 2023 | 2022 | | Audit Fees | $11,181,000 | $10,339,000 | | Audit-Related Fees | 11,023,000 | 10,887,000 | | Tax Fees | 1,582,000 | 754,000 | | All Other Fees | 35,000 | 114,000 | | Total | $23,821,000 | $22,094,000 |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Audit Fees. Audit fees are for professional services rendered by the Deloitte Entities in connection with the integrated audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports on Form 10-Q, stand-alone audits, statutory audits, benefit plan audits and other regulatory filings. Audit-Related Fees. Audit-related fees are for professional services rendered by the Deloitte Entities for service auditor reports, services rendered in connection with the filing of registration statements and financial due diligence advisory services. Tax Fees. Tax fees are for tax consultations and tax return preparation and compliance. All Other Fees. All other fees are for benchmarking and advisory services. Audit Committee Pre-Approval Policy The audit committee has established pre-approval policies and procedures that require audit committee approval of all audit and permitted non-audit services to be provided by its independent registered public accounting firm. For certain types of services, the audit committee pre-approves the particular services, subject to certain monetary limits, after the audit committee is presented with a schedule describing the services to be approved. The audit committee’s pre-approval policies do not permit the delegation of the audit committee’s responsibilities to management. In 2023, the audit committee pre-approved all services provided by our independent registered public accounting firm. Audit Committee Report The audit committee consists of five members: Kevin M. Warren, who serves as Chair of the committee, Henrique de Castro, Harry F. DiSimone, Lance M. Fritz and Charlotte B. Yarkoni. Each member is an independent director under Section 303A.02 of the New York Stock Exchange Listed Company Manual and Securities and Exchange Commission rules and satisfies the additional independence criteria applicable to audit committees under New York Stock Exchange and Securities and Exchange Commission. The audit committee has the duties and powers described in its written charter adopted by the board of directors, a copy of which is available on the company’s website. The audit committee provides independent review and oversight of the accounting and financial reporting processes and consolidated financial statements of Fiserv, Inc., the system of internal controls that management and the board of directors have established, the audit process and the results of operations of Fiserv, Inc. and its financial condition. Management has the responsibility for preparing the company’s consolidated financial statements and Deloitte & Touche LLP (“Deloitte”), the company’s independent registered public accounting firm, has the responsibility for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles and as to the effectiveness of our internal control over financial reporting. Deloitte has been the company’s independent registered public accounting firm since 1985. As part of its annual auditor engagement process, the audit committee considered:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The performance of Deloitte. In this regard, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance; |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The independence of Deloitte, including employing its independent judgment, objectivity and professional skepticism; |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The quality and candor of Deloitte’s communications with the audit committee and management; |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | External data relating to Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte; |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The impact of engagement partner rotation. Deloitte rotates its lead audit engagement partner every five years, and the audit committee interviews proposed candidates and with input from management selects the lead audit engagement partner; |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | The impact of changing the independent registered public accounting firm; and |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Operational efficiencies resulting from having an independent registered public accounting firm with a meaningful history with the company. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Ultimately, the members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders. The audit committee has reviewed and discussed with management and Deloitte the audited consolidated financial statements of Fiserv, Inc. for the fiscal year ended December 31, 2023. The audit committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The audit committee has received the written disclosures and letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the audit committee concerning independence and has discussed with Deloitte its independence. The audit committee has pre-approved all services provided by the independent registered public accounting firm to Fiserv, Inc. and has concluded that such services are compatible with Deloitte’s independence. The audit committee also discussed with management, the internal auditors and Deloitte the quality and adequacy of the internal controls of Fiserv, Inc. and the organization, responsibilities, budget and staffing of the internal audit function of Fiserv, Inc. The audit committee reviewed with both Deloitte and the internal auditors their respective audit plans, audit scope and identification of audit risks. Based on the above-mentioned reviews and discussions, the audit committee recommended to the board of directors that the audited consolidated financial statements of Fiserv, Inc. be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the Securities and Exchange Commission. Kevin M. Warren, Chair Henrique de Castro Harry F. DiSimone Lance M. Fritz Charlotte B. Yarkoni Our Shareholders Common Stock Ownership The following table sets forth information with respect to the beneficial ownership of our common stock as of March 1, 2024, by: each current director and director nominee; each executive officer appearing in the Summary Compensation Table; all directors and executive officers as a group; and any person known by us to beneficially own more than 5% of the outstanding shares of our common stock based on our review of the reports regarding ownership filed with the Securities and Exchange Commission in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) unless otherwise noted.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned(2) | Percent of Class(3) | | The Vanguard Group, Inc.(4) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 50,085,002 | 8.5% | | T. Rowe Price Associates, Inc.(5) 100 East Pratt Street Baltimore, Maryland 21202 | 44,303,524 | 7.5% | | BlackRock, Inc.(6) 50 Hudson Yards New York, New York 10001 | 39,890,598 | 6.8% | | Dodge & Cox(7) 555 California Street, 40th Floor San Francisco, California 94104 | 34,866,570 | 5.9% | | Frank J. Bisignano(8) | 3,260,608 | * | | Guy Chiarello(9) | 475,076 | * | | Robert W. Hau | 319,421 | * | | Suzan Kereere | 7,919 | * | | Adam L. Rosman | 88,272 | * | | Henrique de Castro | 17,004 | * | | Harry F. DiSimone(10) | 10,488 | * | | Lance M. Fritz | 390 | * | | Ajei S. Gopal | 272 | * | | Dylan G. Haggart | 2,708 | * | | Wafaa Mamilli | 3,854 | * | | Heidi G. Miller | 64,031 | * | | Doyle R. Simons | 171,190 | * | | Kevin M. Warren | 5,032 | * | | Charlotte B. Yarkoni | 0 | * | | All current directors and executive officers as a group (15 people) | 4,426,265 | |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
* Less than 1%.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (1) Unless otherwise indicated, the address for each beneficial owner is care of Fiserv, Inc., 600 N. Vel R. Phillips Avenue, Milwaukee, WI, 53203. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (2) All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities and Exchange Commission |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Our Shareholders Common Stock Ownership or information provided to us by such beneficial owners. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| Includes stock options, which, as of March 1, 2024, were exercisable currently or within 60 days: Mr. Bisignano - 159,636; Mr. Chiarello –340,643; Mr. Hau – 209,586; Mr. Rosman – 70,366; Mr. Simons – 23,156; and all directors and executive officers as a group – 803,387. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| Includes shares deferred under vested restricted stock units that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 1,955; Mr. DiSimone – 1,601; Ms. Miller – 5,864; Mr. Simons – 45,270; Mr. Warren – 4,866; and all directors as a group – 59,556. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| Also includes shares eligible for issuance in connection with the deferral of cash compensation that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 1,252; Mr. DiSimone – 1,241; Ms. Miller – 4,035; Mr. Simons – 43,300; and all directors as a group – 49,828. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (3) On March 1, 2024, there were 590,912,315 shares of common stock outstanding. Percentages are calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options exercisable by the holder thereof within 60 days, shares due upon vesting of restricted stock units within 60 days, and shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the non-employee director deferred compensation plan that may be distributed within 60 days, are deemed outstanding for the purposes of calculating the number and percentage owned by such shareholder but not deemed outstanding for the purpose of calculating the percentage of any other person. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (4) Based on a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard Group”) on February 13, 2024, with the Securities and Exchange Commission, which indicates that the Vanguard Group exercises shared voting power over 779,969 of the securities, sole dispositive power over 47,517,556 of the securities and shared dispositive power over 2,567,446 of the securities. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (5) Based on a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) on February 14, 2024, with the Securities and Exchange Commission, |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
which indicates that these securities are owned by various individual and institutional investors for which Price Associates serves as investment adviser and with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, Price Associates exercises sole voting power over 24,280,909 of the securities and sole dispositive power over 44,300,903 of the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (6) Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on January 26, 2024, with the Securities and Exchange Commission, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, BlackRock exercises sole voting power over 35,609,321 of the securities and sole dispositive power over 39,890,598 of the securities. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (7) Based on a Schedule 13G filed by Dodge & Cox on February 13, 2024, with the Securities and Exchange Commission, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, Dodge & Cox exercises sole voting power over 32,930,620 of the securities and sole dispositive power over 34,866,570 of the securities. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (8) Includes 17,173 shares of our common stock held by the Frank J. Bisignano 2022 Grantor Retained Annuity Trust, over which Mr. Bisignano has voting and investment power, 14,235 shares of our common stock held by Mr. Bisignano’s spouse, 6,531 shares of our common stock held in accounts for the benefit of minor children and of which Mr. Bisignano acts as custodian, and 81,550 shares of our common stock held in trusts for the benefit of Mr. Bisignano’s children and of which Mr. Bisignano serves as trustee. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (9) Includes 37,381 shares of our common stock held by the Denise Chiarello 2021 Trust for the benefit of Mr. Chiarello and his children and of which Mr. Chiarello serves as trustee. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| (10) Includes 2,706 shares of our common stock held by the Harry DiSimone 2021 Irrevocable Exemption Trust for the benefit of family members of the reporting person and of which such family members serve as trustee. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
Notice of Internet Availability of Proxy Materials We may furnish our proxy statement and annual report to shareholders of record by providing access to those documents via the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote via the Internet, by telephone or by mail. Shareholders’ access to our proxy materials via the Internet allows us to reduce printing and delivery costs and lessen adverse environmental impacts. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials. Who Can Vote The board of directors has fixed the close of business on March 18, 2024, as the record date for determining the shareholders entitled to notice of, to attend and to vote at the annual meeting. On the record date, there were 588,762,914 shares of common stock outstanding and entitled to vote, and we had no other classes of securities outstanding. All of these shares are to be voted as a single class, and you are entitled to cast one vote for each share you held as of the record date on all matters submitted to a vote of shareholders. For each proposal, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome. How to Vote You may vote: