DEF 14A of Fiserv Inc
Filed Apr 2, 2025 · FY20240001140361-25-011869
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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, We wrapped up another successful year at Fiserv in 2024, with strong financial results, new product development, and enhanced client relationships. Throughout the year, we advanced multiple strategies and new market positions that take advantage of our leading Merchant and Financial Solutions products and services. The growing connection between businesses and financial institutions, and our ability to consistently deliver innovative solutions to address new opportunities, is a key to our success. In 2024, we introduced a number of new products, designed for accelerated adoption and integration into our leading platforms. We believe our scale, broad product set, distribution, innovative technology, global presence, deep talent bench, and diverse merchant and financial institution clients position us well for 2025, and we anticipate continued strong results enabling continued investment, acquisitions, and return of capital to shareholders through share repurchases. We believe the assets we have to serve our clients’ needs is unparalleled in the financial technology sector today. This year, Fiserv was again named a “World’s Most Admired Company” by Fortune. This recognition is our tenth in the last eleven years, and we are proud to have moved higher in our ranking in the areas of quality of product and service and quality of management, and to have maintained high rankings in innovation and long-term investment value. We believe this recognition highlights our commitment to serving our clients. Please join us for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FI2025 on Wednesday, May 14, 2025, 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 and Chief Executive Officer Notice of 2025 Annual Meeting of Shareholders
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| May 14, 2025 Wednesday, at 10:00 a.m. (CT) | | Virtual Annual Meeting Site www.virtualshareholdermeeting.com/FI2025, 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 17, 2025. 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 17, 2025 are entitled to participate in, examine our shareholder list at, and submit questions in writing during the annual meeting by visiting www.virtualshareholdermeeting.com/FI2025. 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 2, 2025, 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 eleven 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 2025. | | 4. | Shareholder Proposal requesting amendments to Fiserv’s Compensation Recoupment Policy. | | 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 2, 2025 | |
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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 14, 2025: The proxy statement, 2024 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 | 28 | | | Our Executive Pay | 29 | | | Proposal 2. Advisory Vote to Approve Executive Compensation | 29 | | | Compensation Discussion and Analysis | 31 | | | Compensation Committee Report | 45 | | | Compensation Committee Interlocks and Insider Participation | 46 | | | Executive Compensation | 47 | | | Summary Compensation Table | 47 | | | Grants of Plan-Based Awards in 2024 | 49 | | | Outstanding Equity Awards at December 31, 2024 | 50 | | | Option Exercises and Stock Vested During 2024 | 51 | | | Potential Payments Upon Termination or Change of Control | 52 | | | Pay Versus Performance | 61 | | | Pay Ratio | 64 | | | Audit and Related Matters | 66 | | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 66 | | | Independent Registered Public Accounting Firm and Fees | 67 | | | Audit Committee Pre-Approval Policy | 67 | | | Audit Committee Report | 67 | | | Proposal 4: Shareholder Proposal | 69 | | | Fiserv’s Statement in Opposition | 70 | | | Our Shareholders | 72 | | | Common Stock Ownership | 72 | | | Voting, Meeting and Other Matters | 74 | | | Notice of Internet Availability of Proxy Materials | 74 | | | Who Can Vote | 74 | | | How to Vote | 74 | | | Proxies | 75 | | | How to Participate in the Meeting | 76 | | | Quorum | 76 | | | Shareholder Proposals for the 2026 Annual Meeting | 76 | | | Proxy Statement and Annual Report Delivery | 77 | | | Forward-Looking Statements | 78 | | | Appendix A – Non-GAAP Financial MeasuresA-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, 2024, before voting your shares. Annual Meeting Information
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| | | | | Time and Date Wednesday, May 14, 2025 10:00 a.m. (CT) | Virtual Meeting Site www.virtualshareholdermeeting.com/FI2025 | Record Date March 17, 2025 |
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| Items of Business | Board’s Recommendation | Where to Find Details | | 1. Election of eleven directors to serve for a one-year term and until their successors are elected and qualified. | FOR all nominees | P.12 - 19 | | 2. Approval, on an advisory basis, of the compensation of our named executive officers. | FOR | P. 29 - 30 | | 3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | FOR | P. 66 | | 4. Shareholder Proposal requesting amendments to Fiserv’s Compensation Recoupment Policy. | AGAINST | P. 69 - 71 |
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Director Nominees Director Nominees
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| | | | | | | | Committee Memberships | | | | | Directors(1) | | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Nominating and Corporate Governance | Talent and Compensation | Risk | | | Frank J. Bisignano | Chairman and Chief Executive Officer | 65 | 2019 | | | | | | | | | Michael P. Lyons | President and CEO-Elect | 54 | N/A | | | | | | | | | Stephanie E. Cohen | Chief Strategy Officer of Cloudflare | 47 | 2025 | | | | | | | | | Henrique de Castro | Former Chief Operating Officer of Yahoo! Inc. | 59 | 2019 | | 1 | | | | | | | Harry F. DiSimone | Former President of Commerce Advisors, Inc. | 70 | 2018 | | | | | | | | | Lance M. Fritz | Former Chairman, President and Chief Executive Officer of Union Pacific Railroad Corporation | 62 | 2024 | | 1 | | | | | | | Ajei S. Gopal | President and Chief Executive Officer of ANSYS, Inc. | 63 | 2024 | | 1 | | | | | | | Wafaa Mamilli | Executive Vice President, Chief Digital and Technology Officer of Roche | 57 | 2021 | | | | | | | | | Doyle R. Simons | Former President and Chief Executive Officer of Weyerhaeuser Company | 61 | 2007 | | 2 | | | | | | | Kevin M. Warren | Former EVP and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc. | 62 | 2020 | | 1 | | | | | | | Charlotte B. Yarkoni | President of Commerce, Ecosystems, Cloud & AI of Microsoft | 55 | 2023 | | | | | | |
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Chair
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| (1) The term of service of Heidi G. Miller, a current director and chair of the nominating and corporate governance committee, will expire at the 2025 annual meeting of shareholders. |
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At-A-Glance In 2024, Fiserv continued to demonstrate its leadership in financial and merchant solutions through strong financial results. Throughout the year, we advanced multiple strategies and product offerings that highlight the unique construct of Fiserv with strong assets across Merchant and Financial Solutions. Our performance is directly attributable to our broad and diverse client base, innovative solutions, global presence and distribution network, significant capital resources, strategic vision and commitment to operational excellence. Every day, we remain focused on growth strategies, and we continue to identify ways to drive innovation and further productivity. Leadership Changes In early December 2024, President Donald J. Trump nominated Frank J. Bisignano, Chief Executive Officer, President and Chairman of the Board, to serve as the Commissioner of the Social Security Administration. Executing on the board’s succession plan, the board promptly commenced a process to identify, interview, and select a new chief executive officer. Effective January 27, 2025, Michael P. Lyons was appointed President and CEO-Elect, reporting to Mr. Bisignano who will continue to serve as Chairman and Chief Executive Officer until the earlier of his confirmation as the Commissioner of the Social Security Administration by the U.S. Senate and June 30, 2025. If Mr. Bisignano is confirmed prior to the annual meeting, his nomination for election as a director will be withdrawn. Upon Mr. Bisignano’s resignation, Mr. Lyons will become Chief Executive Officer and a member of the board (if not already elected at the 2025 annual meeting of shareholders), and Doyle R. Simons, our lead independent director, will become non-executive Chairman of the Board. Mr. Lyons most recently served as President of The PNC Financial Services Group where he led all of PNC’s lines of business, as well as Executive Vice President and Head of Corporate & Institutional Banking. Mr. Lyons brings the right blend of industry depth, strategic vision and a proven track record of delivering operational excellence and superior results to help lead our company into its next chapter of innovation and service to financial institutions, businesses and communities, and continue to drive shareholder value. Board of Directors and Governance
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| • | Board Membership. Our board is composed 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 the majority have C-level executive leadership, payments, or ecommerce, mobile and digital experience. Since 2024, the board has appointed three new independent directors: Lance Fritz, Ajei Gopal and Stephanie Cohen. Mr. Fritz brings substantial experience as an operations-focused chief executive officer, senior executive and director across a diverse range of industries. Mr. Gopal brings extensive experience in growing businesses, improving operational efficiency and bringing innovative new products to market. Ms. Cohen brings global leadership experience in both the technology and financial services industries, including current and former roles as a chief strategy officer. Our director skills matrix in this proxy statement provides insight into how these skills contribute to our oversight and performance. We continue to seek to appoint directors that support the evolving needs of our business and enhance the expertise of the board. |
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| • | Succession Planning. Our talent and compensation committee is responsible for overseeing succession planning for our chief executive officer and other senior executives. In early 2024, as a proactive succession planning measure, the committee and board developed a chief executive officer profile which identified key attributes and skills for a successor chief executive officer as well as the process it would follow to select a successor chief executive officer. With this foundation in place, the board was able to quickly select Mr. Lyons as our next chief executive officer following Mr. Bisignano’s nomination in December 2024 to serve as the Commissioner of the Social Security Administration. |
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| • | Board Leadership. The board believes it is critical to have strong and effective leadership and should maintain flexibility to determine the form of leadership that best meets the needs of our company and our shareholders. With the appointment of Mr. Lyons as our President and CEO-Elect and related succession planning efforts, the board decided to separate the roles of chairman and chief executive officer and appointed Mr. Simons as |
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non-executive Chairman of the Board, effective as of the earlier of Mr. Bisignano’s confirmation as Commissioner of the Social Security Administration by the U.S. Senate and June 30, 2025. In appointing Mr. Simons as chairman, the board considered his service as lead director, historical knowledge of the company, diverse experience in senior management, financial and legal matters, and record of strong shareholder support.
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| • | Board Performance and Engagement. Through annual board assessments, full board discussions and third-party evaluations, we strive to maintain a board with the skills and experience to advance our strategy and provide effective oversight. We conduct written director surveys to evaluate board and individual director performance. Our lead independent director or independent board chair, as applicable, reviews the survey results and engages with each director individually, and with the board as a whole, to discuss potential opportunities. We also periodically engage a third party to interview our directors regarding individual director and board performance and areas for enhanced skills or performance opportunities. In addition, we continue to focus on our director education program, which includes product demonstrations and presentations from outside experts at each regular board meeting covering topics such as the state of the economy, regulatory landscape, and investor and governance updates. |
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| • | Director Onboarding. In 2024, we refined our director onboarding program to help accelerate director integration and meet our goal of enabling new directors to make an immediate impact while promoting their long-term engagement. We provide written orientation materials to new directors promptly following their appointment and arrange meetings with members of management and committee chairs. In addition, we arrange meetings with external advisors, including industry experts and our auditor, to ensure strong foundational knowledge of Fiserv and our business. |
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| • | Committee Rotation. In 2024, with the addition of new directors, and as a part of our annual committee refreshment process, we reconstituted our committee membership. In this regard, Mr. Gopal and Ms. Yarkoni were appointed to the risk committee. Ms. Miller and Mr. Warren were appointed to the talent and compensation committee. Mr. Fritz and Ms. Yarkoni were appointed to the audit committee, and Messrs. Simons, Gopal and Fritz were appointed to the nominating and corporate governance committee. These changes reflect our ongoing commitment to appoint directors to committees where they are able to make the most impact, and best positions directors to use their skills to provide effective oversight and deliver value to our shareholders. |
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| • | Board Limits. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without approval of our board of directors. Our governance guidelines also require that the nominating and corporate governance committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that the directors have adequate time to fulfill their responsibilities as a director. |
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Executive Compensation
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| • | Equity Compensation. As reflected on page 33, our executive officers’ 2024 incentive compensation was paid entirely in the form of equity. We continue to align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for shareholders through our equity compensation program. |
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| • | Clawback Policy. We maintain a compensation recoupment policy that fully complies with Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to meeting these requirements, the policy enables the board to recoup all forms of compensation paid or granted to all current and former employees and independent contractors in a variety of circumstances, including where there is a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among others. The policy is available on our website at www.Fiserv.com and in our Annual Report on Form 10-K. |
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Corporate Social Responsibility
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| • | Associate Engagement. In 2024, 94% of our associates participated in our annual global associate engagement survey. We scored highest in the operational excellence and manager effectiveness categories, reflecting our associates’ belief that Fiserv fosters an environment where associates can thrive and succeed. We also continued to focus on providing associates with training, learning and career development opportunities, and building our recruiting and internal mobility programs. |
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| • | Small Business and Associate Support. In 2024, data captured in the Fiserv Small Business Index helped provide valuable insights on the impacts of Hurricane Helene and Milton to aid in small business recovery. To help address events like these in the future, we are creating a $10 million relief fund to support clients and associates as needed. |
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| • | Environmental Footprint and Stewardship Efforts. Our commitment to environmental sustainability includes the decarbonization of our operations. In our 2023 Corporate Social Responsibility Report, we set out a near-term objective of reducing our scope 1 and scope 2 emissions by 50% by 2030 from our 2019 baseline. As we monitor progress towards this objective, we will continue to assess the impact of our initiatives and review our strategy for the incorporation of long-term objectives. Our 2024 Corporate Social Responsibility Report will include a summary of our progress to date and our continued approach toward this objective. |
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| • | Green Building Design. As part of our real estate strategy, we incorporate green building design principles into new construction, renovation and building projects. As of 2024, we had over 750,000 square feet of LEED-certified office space. This includes our executive offices in New York City (LEED Gold), our New Jersey technology campus (LEED Platinum), our collaboration center in Dublin, Ireland (LEED Platinum), and our Milwaukee, Wisconsin Headquarters (LEED Gold). Our office in Columbus, Ohio is being built to LEED standards and will be submitted for LEED Gold certification. |
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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 2024, we met with shareholders both prior to and following our annual meeting of shareholders, extending invitations to meet with shareholders collectively owning approximately 60% of our outstanding shares and engaged with shareholders collectively owning approximately 28% of our shares. Mr. Simons, in his role as lead independent director and chair of the talent and compensation committee, participated in multiple 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 | What We Do | | Shareholders expressed support for board refreshment and committee rotation | • Since 2024, we have added three new independent directors, each of whom have executive-level experience and two of whom have experience as a chief executive officer focused on operational efficiency and growth strategy. These appointments reflect our strategy to have a highly skilled and qualified board to oversee our strategy and performance and include a mix of tenures, as newer directors provide fresh perspectives that complement the experience and knowledge of our more tenured directors • With the addition of new directors, we also reconstituted board committee memberships to ensure director skills are best aligned with the strategic needs of the company as it evolves |
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| What We Heard | What We Do | | Shareholders asked for a deeper understanding of the skills and capabilities of our directors and how the board continues to enhance its capabilities | • We continued to focus on our director education program, which includes product demonstrations and presentations from outside experts on the state of the economy, regulatory landscape and investor and governance updates • We refined our director onboarding program to accelerate director integration and meet our goal of enabling new board members to make an immediate impact and promoting long-term engagement. The program includes comprehensive written materials, engagement with management and committee chairs, and meetings with industry experts and other third parties | | Shareholders expressed support for the strong leadership of the company and the board | • The independent directors demonstrated flexibility in continuing to evaluate and assess the structure of our board leadership, reviewing individual performance in fulfilling their responsibilities, and considering the board's overall composition • In early 2024, as a proactive succession planning measure, the talent and compensation committee developed a chief executive officer profile which identified key attributes and skills for a successor chief executive officer as well as the process it would follow to select a successor chief executive officer. With this foundation in place, the board was able to quickly select Mr. Lyons as our next chief executive officer following Mr. Bisignano’s nomination in December 2024 to serve as the Commissioner of the Social Security Administration • The board determined it was appropriate to separate the roles of chairman and chief executive officer and to appoint Mr. Simons, our lead independent director, as non-executive Chairman of the Board, effective upon Mr. Bisignano’s resignation | | Shareholders expressed interest in the company’s governance and use of artificial intelligence (AI) | • We worked to develop innovative solutions that use AI and machine learning capabilities to help us enhance our efficiency and productivity and deliver innovative products and services to our clients • We established several oversight bodies focused on promulgating clear policies and guidelines that document our expectations regarding the responsible use of AI as well as a “clearinghouse” to review all AI use cases |
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Compensation Matters
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| What We Heard | What We Do | | Shareholders expressed support for equity awards continuing to comprise a significant component of our compensation program and for awards that align pay and performance | • We continued to align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for shareholders. As reflected on page 33, the majority of our executive officers’ compensation for 2024 was awarded in the form of equity compensation • The talent and compensation committee annually reviews performance share unit award metrics to ensure continued alignment to strategy and growth drivers, and ensure that the targets sufficiently challenge and motivate our executives to achieve performance that supports long-term shareholder value, and will only be fully paid out if the executive achieves, or exceeds, the milestones put in place |
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Our Director Nominees The board seeks to be comprised of directors with a broad set of skills, experiences, and backgrounds to ensure diverse perspectives and contemporary ideas. The board is comprised of individuals with proven business experience and significant accomplishments as well as diverse board tenure, gender, age, race, ethnicity, nationality, and cultural backgrounds. In particular, four nominees have served on the board for less than three years, five have served between four and eight years, and one has served for more than eight years; three are women; and four are ethnically or racially diverse. 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 “Who We Are.”
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| | Bisignano | Cohen | de Castro | DiSimone | Fritz | Gopal | Mamilli | Lyons | Simons | Warren | Yarkoni | | “C-Level” Executive Leadership | • | • | • | • | • | • | • | • | • | • | • | | Compensation and Talent | • | • | • | • | • | • | • | • | • | • | • | | Ecommerce, Mobile, Digital | • | • | • | • | | | • | • | | • | • | | Finance | • | • | • | • | • | • | • | • | • | • | • | | Global Experience | • | • | • | • | | • | • | • | • | • | • | | Government, Regulatory, Geopolitical | • | • | | | • | | | • | • | | • | | Payments | • | • | • | • | | | | • | | | • | | Public Company Board | • | | • | | • | • | | | • | • | | | Risk Management | • | • | • | • | • | | • | • | • | • | • | | Strategy | • | • | • | • | • | • | • | • | • | • | • | | Technology and Information Security | • | • | | • | • | • | • | • | | • | • |
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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 | | “C-Level” Executive Leadership | Experience as chief executive officer, chief financial officer or other executive-level manager. | | Compensation and Talent | Experience in enterprise-wide human capital management and the development of human and other talent resources; employee engagement; employee training and development; and corporate culture. Experience in C-suite and other senior management performance evaluation, compensation and succession planning. | | 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. | | 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. | | 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. | | Government, Regulatory, 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. | | 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. | | Public Company Board | Experience as a public company director. | | 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 corporate social responsibility factors into ERM. | | 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. | | 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. |
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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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Who We Are
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| Age: 65 Director since: 2019 Chairman since: 2022 Committees: • None | Frank J. Bisignano | | | Mr. Bisignano has served as Chairman of the Board since 2022 and Chief Executive Officer since 2020. He served as our President from 2019 to January 2025. 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 Chief Executive Officer • Experienced executive and recognized leader in the financial services industry |
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| Age: 54 Director since: N/A Committees: • None | Michael P. Lyons | | | Mr. Lyons has served as President and CEO-Elect since January 2025. Before joining Fiserv, Mr. Lyons served as President of The PNC Financial Services Group, Inc. and its wholly owned subsidiary, PNC Bank, National Association, from February 2024 to January 2025. | | | Business Experience | | | Prior Positions | | | • President of The PNC Financial Services Group, Inc. and PNC Bank, National Association (2024-2025) • Executive Vice President and Head of Corporate and Institutional Banking at PNC (2011-2024) • Head of Corporate Development and Strategic Planning for Bank of America (2010-2011) | | | Reasons For Nomination | | | • Currently serves as our President and CEO-Elect • Extensive experience in the financial services and banking industries |
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| Age: 47 Director since: 2025 Committees: • None | Stephanie E. Cohen | | | Ms. Cohen has served as Chief Strategy Officer of Cloudflare, a leading cloud connectivity company, since 2024. | | | Business Experience | | | Prior Positions | | | • Global Head of Platform Solutions at Goldman Sachs, a global investment bank and financial services company (2023-2024) • Global Co-Head of Consumer & Wealth Management at Goldman Sachs (2021-2022) • Chief Strategy Officer at Goldman Sachs (2018-2020) • Global Head of Financial Sponsors M&A at Goldman Sachs (2015-2017) • Global Head of General Industrials and Global Co-Head of Industrial M&A at Goldman Sachs (2011-2014) • A variety of other positions at Goldman Sachs since 1999 | | | Reasons For Nomination | | | • Technology leader with extensive management experience in the global financial services industry • Ms. Cohen was identified by a third-party search firm |
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| Age: 59 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: 70 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 |
(Amendment No. )
| Age: 62 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 | | | • 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 |
(Amendment No. )
| Age: 63 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, operational, and technology experience |
(Amendment No. )
| Age: 57 Director since: 2021 Committees: • Risk • Nominating and Corporate Governance | Wafaa Mamilli | | | Ms. Mamilli has served as Executive Vice President, Chief Digital and Technology Officer of Roche, a biotechnology, pharmaceutical and diagnostics company, since February 2025. | | | Business Experience | | | Prior Positions | | | • 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 (2022-2025) • Chief Information and Digital Officer of Zoetis (2020-2022) • Global Chief Information Officer for business units at Eli Lilly and Company, a pharmaceutical company (2019-2020) • A variety of leadership positions at Eli Lilly since 1995, including Chief Information Security Officer (2016-2019) | | | Reasons For Nomination | | | • Extensive global experience and technology experience, including expertise in cybersecurity, digital and analytics |
(Amendment No. )
| Age: 61 Director since: 2007 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: 62 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 | | | Current Directorships | | | • Assurant, Inc., a global protection company (public) | | | 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: 55 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 |
(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, provided that, if Mr. Bisignano is confirmed to serve as Commissioner of the Social Security Administration prior to the annual meeting his nomination for election as a director will be withdrawn. 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. Mr. Lyons joined the company as President and CEO-Elect on January 27, 2025, and will be appointed as Chief Executive Officer, and cease serving as President, upon Mr. Bisignano’s resignation to serve as Commissioner of the Social Security Administration. Pursuant to the terms of the offer letter between us and Mr. Lyons, dated January 22, 2025, Mr. Lyons will become a director upon Mr. Bisignano’s resignation (unless Mr. Lyons is earlier elected by shareholders at the annual meeting). His offer letter is described in and filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2025. In addition to providing for Mr. Lyon’s appointment as a director, the offer letter also entitles Mr. Lyons to certain annual compensation and sign on cash and equity replacement awards. 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, and an ability to represent the long-term interests of shareholders. In this regard, and to ensure diverse capabilities and viewpoints, the board should also consist of individuals with diverse director tenure, gender, sexual orientation, race, ethnicity, nationality, cultural background and age who possess outstanding business experience, proven ability and significant accomplishments through other enterprises. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without board approval, and that the committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that the directors have adequate time to fulfill their responsibilities as a director. 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 uses 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 2026 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 | | • We conduct annual board assessments, full board discussions and third-party evaluations. • We conduct written director surveys regarding board performance, and our lead independent director or independent chair, as applicable, discusses 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, each with executive leadership experience including two with chief executive officer experience • Enhancing our director engagement through director education opportunities, including product demonstrations and presentations from outside experts at each regular board meeting • Refining our new director orientation program to help accelerate director integration and meet our goal of enabling new directors to make an immediate impact while promoting their long-term engagement • Rotating the membership on our board committees to maximize the impact of directors in providing effective oversight |
(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 Stephanie E. Cohen, Henrique de Castro, Harry F. DiSimone, Lance M. Fritz, Ajei S. Gopal, 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. Messrs. Bisignano and Lyons are not independent because they are current employees of Fiserv. The term of service of Heidi G. Miller, a current director, will expire at the 2025 annual meeting of shareholders. Our Meetings and Attendance During our fiscal year ended December 31, 2024, the board of directors held seven meetings. During 2024, each director attended 100% of the 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 non-management directors meet in executive session without management present at each regular meeting of the board of directors. These executive sessions are led by the chairman of the board, if not an employee, or the lead director, as appropriate. Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2024 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 a lead independent director. |
(Amendment No. )
| • | Chair of the Board. In 2025, the board determined to separate the roles of chair and chief executive officer and appointed Mr. Simons, our lead independent director, as non-executive Chairman of the Board, effective in each case as of the earlier of Mr. Bisignano’s confirmation as Commissioner of the Social Security Administration by the U.S. Senate and June 30, 2025. In appointing Mr. Simons as Chairman, the board considered his service as lead director, historical knowledge of the company, diverse experience in senior management, financial and legal matters, and record of strong shareholder support. |
(Amendment No. )
| • | Robust Governance Practices. The board believes that our robust corporate governance practices, including a strong lead director or non-executive chair role, independent leadership of all board committees, and consistent board refreshment enables efficient independent oversight. The significant majority of our directors are independent and all four of our standing board committees are chaired by independent directors and comprised fully of independent directors. |
(Amendment No. )
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 (along with our governance guidelines and code of conduct) available free of charge on our website at https://investors.fiserv.com/corporate-governance/governance-documents. 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) | 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. Warren, de Castro, DiSimone and Fritz 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 67. | | Mr. de Castro | | | Mr. DiSimone | | | Mr. Fritz | | | Ms. Yarkoni | | | Number of Meetings held in 2024: 8 | |
(Amendment No. )
| Nominating and Corporate Governance Committee | | | Ms. Miller (Chair) | 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. | | Mr. Fritz | | | Mr. Gopal | | | Ms. Mamilli | | | Mr. Simons | | | Number of Meetings held in 2024: 4 | |
(Amendment No. )
| Talent and Compensation Committee | | | Mr. Simons (Chair) | 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. 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 45. | | Mr. de Castro | | | Ms. Miller | | | Mr. Warren | | | Number of Meetings held in 2024: 6 | |
(Amendment No. )
| Risk Committee | | | Mr. DiSimone (Chair) | 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 risk matters. | | Mr. Gopal | | | Ms. Mamilli | | | Ms. Yarkoni | | | Number of Meetings held in 2024: 4 | |
(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; financial and operating performance; capital allocation plan; competitive landscape; product and technology; 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 are independent and all four of our standing board committees are chaired by independent directors. Our lead independent director has a robust set of responsibilities under our governance guidelines that enable him to provide an independent perspective on significant matters, including the management of risk. Effective upon Mr. Bisignano’s resignation, Mr. Simons, our current lead independent director, will become non-executive Chairman of the Board. 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, and financial 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 ($)(2) | Total ($) | | Stephanie E. Cohen(3) | — | — | — | | Henrique de Castro(4) | 130,000 | 230,035 | 360,035 | | Harry F. DiSimone(4) | 150,000 | 230,035 | 380,035 | | Lance M. Fritz(4) | 113,214 | 280,665 | 393,879 | | Ajei S. Gopal(4) | 104,286 | 266,191 | 370,477 | | Wafaa Mamilli(4) | 130,000 | 230,035 | 360,035 | | Heidi G. Miller(4) | 145,000 | 230,035 | 375,035 | | Doyle R. Simons(5) | 145,000 | 305,060 | 450,060 | | Kevin M. Warren(4) | 152,500 | 230,035 | 382,535 | | Charlotte B. Yarkoni(4) | 130,000 | 230,035 | 360,035 | | Former Directors | | | | | Dylan G. Haggart(6) | 48,571 | — | 48,571 |
Audit Committee
| Mr. Fritz joined our board on February 16, 2024, and we granted him 342 restricted stock units, representing a pro rata number based on the number of days between the date of his appointment and May 15, 2024, the date of the next annual meeting of shareholders, and using the closing price of our common stock on February 16, 2024 of $148.04. Mr. Gopal joined our board on March 12, 2024, and we granted him 240 restricted stock units, representing a pro rata number based on the |
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. | | Performance Metrics. Annual cash incentive payments are based on 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 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. We maintain a compensation recoupment, or “clawback,” policy which fully complies with Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to the mandatory recoupment, the policy permits recoupment for a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among other circumstances. |
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 generally do not have tax gross-up arrangements with 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 | | Annual Compensation | Base Salary | • Fixed annual amount • Determined by the talent and compensation committee based on market data, scope of responsibilities, market value of experience, overall effectiveness and, except in the case of our chief executive officer, the recommendation of our chief executive officer | • Provides the named executive officer with a competitive level of income security | | | Annual Cash Incentive | • Annual award based on quantitative financial performance objectives established by the talent and compensation committee • Ensures a significant portion of compensation is “at risk” and payable based on formulaic performance against financial objectives | • Motivates named executive officers to achieve annual financial results that, in turn, further our achievement of long-term objectives | | 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 based on achievement of applicable performance goals, 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 2024 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 the financial and technology sectors 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. 2024 Named Executive Officer Compensation
Annual Cash Incentive Awards
Annual Cash Incentive Awards At the beginning of 2024, the talent and compensation committee set quantitative corporate performance objectives for annual cash incentive awards based on two equally weighted 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 for incentive compensation because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of postage reimbursements and acquired revenue. The committee considers adjusted operating income as both a key performance objective and a primary indicator of profitability. For 2024, 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. The committee set these targets above the prior year targets. 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 2024 were as follows:
Annual Cash Incentive Awards
| Performance Objective (in millions) and Weighting | Threshold | Target | Maximum | Actual | | Adjusted Revenue for Incentive Compensation (50%) | $18,900 | $19,400 | $19,900 or more | $19,123 | | Adjusted Operating Income (50%) | $7,200 | $7,450 | $7,725 or more | $7,537 |
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. Based on our achievement of adjusted revenue for incentive compensation and adjusted operating income, the talent and compensation committee approved actual annual incentive payments to our named executive officers for 2024 at 101.9% of target.
Annual Cash Incentive Awards
| | Threshold | Target | Maximum | Actual(1) | | F. Bisignano | $1,250,000 | $2,500,000 | $5,000,000 | $2,547,500 | | G. Chiarello | 650,000 | 1,300,000 | 2,600,000 | 1,324,700 | | J. Gibbons | 375,000 | 750,000 | 1,500,000 | 764,250 | | R. Hau | 375,000 | 750,000 | 1,500,000 | 764,250 | | A. Rosman | 375,000 | 750,000 | 1,500,000 | 764,250 |
Annual Cash Incentive Awards
| (1) These amounts reflect achievement at 101.9% of the target. |
Annual Cash Incentive Awards
To further align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for shareholders, the talent and compensation committee elected to pay our executive officers’ annual incentive awards for 2024 performance entirely in equity. Because these equity grants were made in 2025, they do not appear in the Summary Compensation Table in this proxy statement; instead, the amounts will be reported as stock awards in the Summary Compensation Table in the proxy statement for our 2026 annual meeting in accordance with applicable Securities and Exchange Commission rules. The restricted stock units will vest one-third per year on the first three anniversaries of the grant date or earlier in accordance with the terms of the award agreement, and the terms of the performance share units are the same as those described below under the heading “Long -Term Incentive Awards – Terms of Performance Share Units.”
Long-Term Incentive Awards
Long-Term Incentive Awards
Awards Granted in 2025
Awards Granted in 2025 In February 2025, we granted annual equity awards to our named executive officers based on the level of each executive officer’s responsibilities and the talent and compensation committee’s assessment of each executive’s performance in 2024 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 2024. 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 was in the form of performance share units with a three-year performance period, except in the case of Mr. Bisignano and Mr. Chiarello, who each received 100% restricted stock units in anticipation of Mr. Bisignano’s government service and in consideration of Mr. Chiarello’s anticipated responsibilities over time. The number and approved value of the equity incentive awards made to our named executive officers in February 2025 for 2024 performance were as follows.
Awards Granted in 2025
| | Performance Share Units | | Restricted Stock Units | | | | Approved by Talent and Compensation Committee ($) | Units (#) | Approved by Talent and Compensation Committee ($) | Units (#) | | F. Bisignano | — | — | 25,600,000 | 111,276 | | G. Chiarello | — | — | 7,500,000 | 32,601 | | J. Gibbons | 2,625,000 | 11,702 | 2,625,000 | 11,411 | | R. Hau | 3,825,000 | 17,051 | 3,825,000 | 16,627 | | A. Rosman | 2,375,000 | 10,587 | 2,375,000 | 10,324 |
Awards Granted in 2025
The number of performance share units granted was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the committee by the closing price of our common stock on the grant date. Please see “Terms of Performance Share Units” below for more information regarding the performance goals and weightings applicable to the performance share units. These equity incentive awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2026 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules.
Awards Granted in 2024
Awards Granted in 2024 The annual equity incentive awards made to our named executive officers in 2024 for performance in 2023 were based on the factors described above. Half of the equity granted to our named executive officers during the annual grant cycle in 2024 was in the form of performance share units with a three-year performance period, except in the case of Mr. Bisignano, who received 60% performance share units and 40% restricted stock units. These awards are reflected below and in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules.
Awards Granted in 2024
| | Performance Share Units | | Restricted Stock Units | | | | Grant Date Fair Value ($) | Units (#) | Grant Date Fair Value ($) | Units (#) | | F. Bisignano | 13,776,551 | 83,899 | 8,240,084 | 55,812 | | G. Chiarello | 4,271,767 | 26,015 | 3,832,587 | 25,959 | | J. Gibbons | 2,089,989 | 12,728 | 1,875,028 | 12,700 | | R. Hau | 2,981,616 | 18,158 | 2,675,089 | 18,119 | | A. Rosman | 1,785,719 | 10,875 | 1,602,042 | 10,851 |
Terms of Performance Share Units
Terms of Performance Share Units The performance share units granted in each of 2023, 2024 and 2025 to our named executive officers have a three-year performance period ending December 31, 2025, 2026 and 2027, respectively. We refer to the performance share units granted in 2023 as the “2023 PSUs,” those granted in 2024 as the “2024 PSUs,” and those granted in 2025 as the “2025 PSUs.” Performance Metrics and Weighting
Terms of Performance Share Units
| Performance Metrics | Weighting | | Relative total shareholder return | 40% | | Organic revenue growth | 40% | | Adjusted earnings per share | 20% |
Terms of Performance Share Units
Performance Metrics Description
Terms of Performance Share Units
| Performance Metrics | Description | | 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, dispositions, foreign currency fluctuations, and postage reimbursements | | Adjusted earnings per share | An increase in adjusted earnings per share can drive an increase in shareholder value |
Total Shareholder Return
| 2023 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
| 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
| 2023 / 2024 / 2025 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | | Maximum | 14% | $10.60 | 200% | | Target | 11% | $10.25 | 100% | | Threshold | 8% | $9.90 | 50% |
2022 Performance Share Units
2022 Performance Share Units The performance share units granted in 2022, with a three-year performance period ended on December 31, 2024, vested at 166.9% of the target award level based on average organic revenue growth of 170% of target (30% weighting), average adjusted operating income growth of 136.8% of target (25% weighting), average adjusted earnings per share growth of 144.7% of target (15% weighting), in each case, over the three-year period ended December 31, 2024, as well as our total shareholder return versus the S&P 500 Index over the three-year period of 200% of target (30% weighting). Upon vesting and subject to required tax withholding, Messrs. Bisignano, Chiarello, Gibbons, Hau and Rosman received 141,625, 66,387, 14,871, 35,407 and 19,032 shares of our common stock, respectively, with delivery made following the certification of these performance goals by the talent and compensation committee.
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 named executive officers participated in our non-qualified deferred compensation plan during 2024. Additional Compensation Policies
Compensation Recoupment Policy
| • | in the case of any restatement of operating or financial results, the excess amount of any incentive awards (including time-vesting equity 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 |
Compensation Recoupment Policy
| • | in the event of a Department of Justice criminal resolution with us, certain violations of our code of conduct, or the violation of a restrictive covenant, certain compensation paid or granted (including time-vesting equity awards) to culpable individuals. |
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 would 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 automatically renewed for one-year terms unless either party provided 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.
Restricted Stock Units
Restricted Stock Units As of April 2, 2025, Mr. Bisignano holds 174,043 unvested restricted stock units. Under Mr. Bisignano’s employment agreement, Mr. Bisignano is entitled to full vesting of his unvested restricted stock units upon his resignation as chairman and chief executive officer and a director in connection with his confirmation (the “Confirmation Departure”), provided that he would be required to hold, and would not be permitted to transfer, the net shares issued upon vesting of the restricted stock units until the date that such restricted stock units would have otherwise vested. Effective as of the Confirmation Departure, the talent and compensation committee approved the waiver of such holding periods that would otherwise be applicable to the shares of our common stock issued upon vesting of the restricted stock units, which permits Mr. Bisignano to divest such shares in order to comply with the Ethics Agreement.
Performance Share Units
Performance Share Units As of April 2, 2025, Mr. Bisignano holds 112,921 unvested performance share units with respect to the 2023-2025 performance period (“2023 PSUs”) and 83,899 unvested performance share units with respect to the 2024-2026 performance period (“2024 PSUs”). Under his employment agreement, Mr. Bisignano is entitled to receive a prorated portion (based on the number of months employed during the performance period) of the shares of our common stock due under such performance share units, if earned, based on the actual level of achievement of the relevant performance goals, as determined at the end of the relevant performance period. Effective as of the Confirmation Departure, to enable Mr. Bisignano to comply with the Ethics Agreement, the talent and compensation committee shortened each performance period under the performance share units to end immediately prior to the date Mr. Bisignano is confirmed by the U.S. Senate (the “Confirmation Date”), which permits Mr. Bisignano to divest the shares of our common stock issued pursuant to the performance share units. In addition, the committee determined that achievement of the organic revenue growth and adjusted earnings per share performance goals under the performance share units would be based on actual achievement during the applicable full fiscal years and achievement of the TSR performance goal under the performance share units would be based on actual achievement through the date prior to the Confirmation Date. This will result in the issuance of shares of our common stock upon prorated vesting of such performance share units, based upon the applicable performance multipliers for the 2023 PSUs and 2024 PSUs. Unvested 2023 PSUs and 2024 PSUs will be forfeited. 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, 2024. Doyle R. Simons, Chair Henrique De Castro Heidi G. Miller Kevin M. Warren Compensation Committee Interlocks and Insider Participation 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 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, 2024.
Performance Share Units
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2)(3) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3)(4) ($) | All Other Compensation(5) ($) | Total(3) ($) | | Frank J. Bisignano Chairman of the Board and Chief Executive Officer(6) | 2024 | 1,400,000 | — | 22,016,635 | — | — | 357,848 | 23,774,483 | | | 2023 | 1,400,000 | — | 23,252,867 | — | 3,000,000 | 290,891 | 27,943,757 | | | 2022 | 1,320,000 | — | 16,210,972 | — | — | 291,588 | 17,822,560 | | Guy Chiarello Chief Operating Officer | 2024 | 1,000,000 | — | 8,104,354 | — | — | — | 9,104,354 | | | 2023 | 1,000,000 | — | 9,782,811 | — | 1,560,000 | — | 12,342,811 | | | 2022 | 1,000,000 | — | 7,598,851 | — | — | — | 8,598,851 | | John Gibbons Head of Financial Institutions Group | 2024 | 750,000 | — | 3,965,017 | — | — | 63,281 | 4,778,297 | | Robert W. Hau Chief Financial Officer | 2024 | 750,000 | — | 5,656,705 | — | — | — | 6,406,705 | | | 2023 | 718,750 | — | 5,700,058 | — | 900,000 | — | 7,318,808 | | | 2022 | 625,000 | — | 4,052,789 | — | — | — | 4,677,789 | | Adam L. Rosman Chief Administrative Officer and Chief Legal Officer | 2024 | 725,000 | — | 3,387,760 | — | — | — | 4,112,760 | | | 2023 | 600,000 | — | 3,075,468 | — | 696,000 | — | 4,371,468 | | | 2022 | 600,000 | — | 2,178,470 | — | — | — | 2,778,470 |
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, 2024. 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 $205.42, 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, 2024. We assume that performance goals will be achieved at a level above target for the 2023 and 2024 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 2023 and 2024 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, 2024, 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, 2024. |
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 2023 and 2024 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, 2024, 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, 2024, 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, 2024. |
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 $25,000, paid to consultants and legal or accounting advisors in connection with the computation of benefits under the Policy. |
Estimated Potential Payments Upon Termination or Change of Control
| • | In the case of Mr. Bisignano, because the amounts are based on the assumptions that the triggering event took place on the last business day of our last completed fiscal year as required by Securities and Exchange Commission regulations, such amounts do not reflect the impact of the actions described under “Ethics Agreement and Related Actions” that were taken after the end of our last completed fiscal year. |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Bisignano
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | 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 | 2,547,500 | 2,547,500 | 2,547,500 | 2,547,500 | 2,547,500 | | Stock Options: | | | | | | | Unvested | — | — | — | — | — | | Restricted Stock Units: | | | | | | | Unvested | 27,881,246 | 27,881,246 | 27,881,246 | 27,881,246 | 27,881,246 | | Performance Share Units: | | | | | | | Unvested | 55,102,888 | 35,879,479 | 35,879,479 | 64,709,765 | 67,020,124 | | Benefits: | | | | | | | COBRA Continuation Coverage | — | — | 59,024 | — | 59,024 | | Outplacement Services | — | — | 140,000 | — | 140,000 | | Advisor Fees | — | — | 25,000 | — | 25,000 | | Total | 85,531,634 | 66,308,225 | 74,332,249 | 95,138,511 | 109,333,894 |
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 ($) | | Compensation: | | | | | | | Cash Severance | — | — | 3,450,000 | — | 3,450,000 | | Stock Options: | | | | | | | Unvested | — | — | — | — | — | | Restricted Stock Units: | | | | | | | Unvested | 13,690,627 | 13,690,627 | 13,690,627 | 13,690,627 | 13,690,627 | | Performance Share Units: | | | | | | | Unvested | 22,589,421 | 12,330,952 | 12,330,952 | 21,786,434 | 21,786,434 | | Benefits: | | | | | | | COBRA Continuation Coverage | — | — | 30,258 | — | 30,258 | | Outplacement Services | — | — | 100,000 | — | 100,000 | | Advisor Fees | — | — | 25,000 | — | 25,000 | | Total | 36,280,048 | 26,021,579 | 29,626,837 | 35,477,061 | 39,082,319 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Gibbons
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | 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 ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 4,589,288 | 2,170,262 | 4,589,288 | 4,589,288 | | Performance Share Units: | | | | | | Unvested | 7,510,977 | 3,672,499 | 7,287,891 | 7,287,891 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 30,031 | — | 30,031 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 12,100,265 | 8,222,792 | 11,877,179 | 14,257,210 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Hau
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | 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 ($) | | Compensation: | | | | | | Cash Severance | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 8,455,293 | 4,346,687 | 8,455,293 | 8,455,293 | | Performance Share Units: | | | | | | Unvested | 14,106,191 | 7,499,884 | 13,625,303 | 13,625,303 | | Benefits: | | | | | | COBRA Continuation Coverage | — | 44,268 | — | 44,268 | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 22,561,484 | 14,240,839 | 22,080,596 | 24,474,864 |
Potential Payment on a Termination of Employment
Potential Payment on a Termination of Employment Mr. Rosman
Potential Payment on a Termination of Employment
| Benefits and Payments | Death or Disability Prior to Change of Control ($) | 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 | — | 2,250,000 | — | 2,250,000 | | Stock Options: | | | | | | Unvested | — | — | — | — | | Restricted Stock Units: | | | | | | Unvested | 4,779,918 | 2,415,945 | 4,779,918 | 4,779,918 | | Performance Share Units: | | | | | | Unvested | 7,950,370 | 4,159,550 | 7,686,406 | 7,686,406 | | Benefits: | | | | | | COBRA Continuation Coverage | — | — | — | — | | Outplacement Services | — | 75,000 | — | 75,000 | | Advisor Fees | — | 25,000 | — | 25,000 | | Total | 12,730,288 | 8,925,495 | 12,466,324 | 14,816,324 |
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 | | | | 2024 | $23,774,483 | $70,732,230 | — | — | $6,100,529 | $16,739,889 | $178 | $174 | $3,131 | $19,123 | | 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, 2023 and 2024. |
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 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. In 2024, these individuals were Messrs. Chiarello, Gibbons, Hau and Rosman. |
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, 2024. |
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 2024. 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 postage reimbursements 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 | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total(1) | $23,774,483 | $27,943,757 | $17,822,560 | $20,385,208 | $12,193,925 | | Deduct amount reported for stock and option awards in the Summary Compensation Table(2) | (22,016,635) | (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) | 35,755,964 | 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) | 3,122,660 | 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) | 30,095,757 | 15,777,434 | (1,613,973) | (11,188,283) | (4,538,711) | | Compensation Actually Paid | $70,732,230 | $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 Summary Compensation Table 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, 2024.
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
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total(1) | $6,100,529 | $7,602,539 | $5,038,732 | $7,859,651 | $4,191,368 | | Deduct average amount reported for stock and option awards in the Summary Compensation Table(2) | (5,278,459) | (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) | 8,378,840 | 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) | 844,743 | 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) | 6,694,236 | 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 | $16,739,889 | $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 Summary Compensation Table 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 |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2024.
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 five years presented:
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | Net income attributable to the company increased an average of 38% each year, growing from $958 million in 2020 to over $3.1 billion in 2024, 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 37% over the five-year period and grew an average of 8% 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 78% compared to cumulative total shareholder return for the Peer Index at 74%, 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 2024 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, 2024:
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 $85,817 |
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 $23,792,196 |
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 277.24 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 2024 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, 2024, including individuals who became our employees as a result of acquisitions completed during 2024, 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, 2024, we had approximately 39,400 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 (723 employees), Austria (22 employees) and Netherlands (119 employees). As a result, we included approximately 38,500 employees in the median employee determination for 2024. 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 2024 through November 30, 2024, 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 2024 base cash compensation rates for any permanent employees, whether full- or part-time, who were employed by us from January 1, 2024, to November 30, 2024, by the full year factor. We also annualized 2024 actual base cash compensation paid to any permanent employees, whether full- or part-time, who were hired after January 1, 2024. We used actual base cash compensation paid through November 30, 2024, 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, 2024, 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 2024 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 2024 by the full year factor. |
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| • | We reasonably estimate that approximately 1.1% of all commissions on an annualized basis were earned by employees located outside the U.S. during 2024, and that approximately 2.7% 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 2024. 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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and included the estimated value of such employee’s 2024 employer-paid life insurance, health care insurance and short-term and long-term disability insurance premiums as well as retirement and health savings account employer contributions. With respect to the annual total compensation of our chief executive officer, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement plus the estimated value of our chief executive officer’s 2024 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, 2025. 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 2025.
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 2024 and 2023.
Calculation of Average Non-Principal Executive Officer Compensation Actually Paid
| | 2024 | 2023 | | Audit Fees | $11,591,000 | $11,181,000 | | Audit-Related Fees | 11,136,000 | 11,023,000 | | Tax Fees | 1,452,000 | 1,582,000 | | All Other Fees | — | 35,000 | | Total | $24,179,000 | $23,821,000 |
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 2024, 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, 2024. 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, 2024, for filing with the Securities and Exchange Commission. Kevin M. Warren, Chair Henrique de Castro Harry F. DiSimone Lance M. Fritz Charlotte B. Yarkoni The following proposal was submitted by John Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns 20 shares of our common stock, and will be voted on at the annual meeting if it is properly presented. The board of directors asks you to read its Statement in Opposition which follows the proposal below and recommends you vote AGAINST the proposal. The following proposal has been included exactly as we received it in accordance with the rules of the Securities and Exchange Commission, and we have not endeavored to correct any typographical errors it may contain: