DEF 14A of Fidelity National Information Services, Inc.
Filed Apr 26, 20240001193125-24-118098
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors
Nominees for Election as Directors
| | Name | Age | Director Since | Independent | Board Committees | Principal Occupation | | | Jeffrey A. Goldstein | 68 | 2020 | Y | Compensation Corporate Governance, Nominating and Sustainability Executive (Chair) | Former Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury | | | Stephanie L. Ferris | 50 | 2022 | N | Executive | Chief Executive Officer and President, FIS | | | Lee Adrean | 72 | 2023 | Y | Audit | Former CFO, Equifax, Inc. | | | Mark D. Benjamin | 53 | 2023 | Y | Compensation | Former CEO, Nuance Communications, Inc. | | | Lisa A. Hook | 66 | 2019 | Y | Risk and Technology (Chair) Audit Executive | Former President and CEO, NeuStar, Inc. | | | Kenneth T. Lamneck | 69 | 2022 | Y | Audit Compensation | Executive Vice President, Insight Enterprises, Inc. | | | Gary L. Lauer | 71 | 2019 | Y | Compensation (Chair) Corporate Governance, Nominating and Sustainability Executive | Executive Director and Co-Founder, Eminent Series Group | | | James B. Stallings, Jr. | 68 | 2013 | Y | Compensation Risk and Technology | CEO and Managing Partner, PS27 Ventures, LLC |
Nominees for Election as Directors
| | 9 FIS GLOBAL |
DIRECTOR NOMINEE QUALIFICATIONS AND ATTRIBUTES
DIRECTOR NOMINEE QUALIFICATIONS AND ATTRIBUTES FIS maintains a rigorous director selection and evaluation process which supports the Company’s long-term growth strategy and which factors in diversity of gender, ethnicity, tenure, skills and experience. Although the Board remains confident in its current composition, including the diversity and skillset of the current directors, the Board continually seeks to identify new director candidates that enhance the skills and experience of the Board as a whole and support the Company’s evolving business strategy. As part of this process, the Board is endeavoring to enhance the gender diversity of the Board by the 2025 annual meeting of shareholders.
ON FOUR STRATEGIC PILLARS
ON FOUR STRATEGIC PILLARS Leveraging our Framework for Financial Inclusion and partnering with policymakers and our clients across the financial ecosystem, we provide solutions supporting efforts to overcome barriers to financial inclusion.
ON FOUR STRATEGIC PILLARS
| | | | | | SOLUTIONS | FINANCIAL INVESTMENTS | STRATEGIC PARTNERSHIPS | PHILANTHROPY AND VOLUNTEERISM | | incorporating principles of financial inclusion into solution design and developing solutions that help our clients achieve their financial inclusion goals | supporting fintech startups that are innovating to meet the needs of underserved consumers, businesses and markets | partnering with clients, government policy makers and non-governmental organizations to advance financial inclusion goals | working with nonprofit and philanthropic organizations to provide financial tools and educational resources to better support underserved communities |
ON FOUR STRATEGIC PILLARS
Our business is managed under the direction and oversight of our Board. The Articles of Incorporation and Bylaws of the Company provide that our Board shall consist of at least five and no more than fifteen directors. Our proposed nominees for election to the Board consist of eleven non-employee directors and one management director. Each member of our Board is elected annually for a one-year term. If elected by our shareholders, each nominee will hold office for a one-year term expiring at the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until the directors earlier resignation or removal. Our Board has no reason to believe that any nominee for director will be unable or unavailable to serve. However, if any nominee should for any reason become unable or unavailable to serve prior to the 2023 Annual Meeting of Shareholders, proxies will be voted for another nominee selected by the Board. Proxies cannot be voted for more than twelve persons. Alternatively, at our Boards discretion, proxies may be voted for fewer nominees as a result of a directors inability or unavailability to serve. The following is biographical information concerning the twelve nominees for election as directors of the Company: The number of public company boards listed for each nominee does not include their service on the FIS Board.
ON FOUR STRATEGIC PILLARS
| Nominees for Election as Director The FIS Board is diverse, with three of eight directors standing for re-election being either gender or ethnically diverse. More broadly, the collective skills, talents, experiences and perspectives of the Board are also diverse. We have executives who have worked in the fields of banking, technology, payments and financial services, among others. We have several current or former CEOs, but also have directors who have had executive responsibilities globally in operations, finance, sales and legal functions. The director nominee tenure on the FIS Board spans from one to 11 years. This combined experience allows the directors to bring diversity of thought, background and experience to bear on the matters addressed by the Board. Although the Board remains confident in its current composition, including the diversity and skillset of the current directors, the Board continually seeks to identify new director candidates that enhance the skills and experience of the Board as a whole and support the Company’s evolving business strategy. As part of this process, the Board is endeavoring to enhance the gender diversity of the board by the 2025 annual meeting of shareholders. |
ON FOUR STRATEGIC PILLARS
| | 19 FIS GLOBAL |
ON FOUR STRATEGIC PILLARS
The collective skills and experience of our director nominees are broad and support each of the pillars of our long-term growth strategy. The following chart summarizes those skills under several criteria critical to the success of FIS. Virtually all of our directors have expertise in these categories; however, we have only indicated those directors in this chart whose experience in each category is deemed to be significant. Knowedge, Skills, Experience Adrean Alemany Benjamin Ferris Goldstein Hook Lamneck Lauer Shea StallingsCORE COMPETENCIESExecutive Leadership Global Business Experience Financial Expertise Public Company Board Experience Human Capital Management Enterprise Risk Management/Information Security Mergers and Acquisitions/ Capital Allocation Government end Regulatory Sustainability STRATEGIC SKILLS AND EXPERIENCES FOR OUR EVOLVING STRATEGYTechnology Business Transformation Financial Technology Banking or Financial Services Digital Transformation GenderMale Female Racial/Ethnic DiversityAsianBlack / African American `Hispanic/LatinxNative American or Alaskan NativeNative Hawaiian / Pacific IslanderWhite / Caucasian Two or More Races or EthnicitiesBoard TenureYears 1 10 1 1 4 5 2 5 5 11AgeAge (years old) 72 68 53 50 58 56 59 71 63 58
ON FOUR STRATEGIC PILLARS
| JEFFREY A. GOLDSTEIN Independent Chairman Director since: 2020 Age: 68 Committee Chair: Executive Committee Member: Compensation, Corporate Governance, Nominating and Sustainability Other Current Public Company Boards: 1 | • Senior Advisor, Canapi Ventures (2019– present) • Advisor Emeritus (2019 – present), Senior Advisor (2016 – 2019), Managing Director (2011 – 2016 and 2004 – 2009), Hellman & Friedman • Chief Executive Officer, SpringHarbor Financial Group LLC (2016 – 2018) • Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury (2009 – 2011) • Managing Director (1999 – 2004), Chief Financial Officer (2003 – 2004), World Bank • Co-Chairman, BT Wolfensohn and partner at predecessor organizations (1984 – 1999) and a member of the Bankers Trust Company Management Committee (1996 – 1999) Skills and Qualifications • Executive Leadership, Global Business, Mergers and Acquisitions/Capital Allocation, Banking/Financial Services, and Financial Technology Experience acquired over his almost 40-year career in the banking and financial services industries • Financial Expertise and Enterprise Risk Management/Information Security Experience developed while serving as the World Bank’s Managing Director and CFO, and working with client countries to strengthen financial and capital market systems and the Bank’s financial operations • Business Transformation Experience gained during his time at BT Wolfensohn, where he served as a financial adviser to banks and other financial institutions and industrial corporations in Asia, Australia, Europe, Latin America and North America and helped lead his own firm’s acquisition by Bankers Trust Company • Government and Regulatory Expertise obtained while serving as Under Secretary of the Treasury for Domestic Finance and Counselor to the Secretary of the Treasury, where he advised on policy issues related to the U.S. banking and financial systems, regulatory reform, and financial stability • Public Company Board Experience gained while serving on the boards of numerous public companies, including Bank of New York Mellon, LPL Financial, Arch Capital and Westfield Corporation • Mr. Goldstein also brings Human Capital Management Expertise and experience to the Board Other Public Company Boards (Current) • Bank of New York Mellon (2014 – present) Other Public Company Boards (Former) • Westfield Corporation (2016 – 2018) • LPL Financial (2005 – 2009, 2011 – 2013) • Arch Capital (2006 – 2007) Education • BA, Economics, Vassar College • MA, M Phil., PhD, Economics, Yale University |
ON FOUR STRATEGIC PILLARS
| | 21 FIS GLOBAL |
ON FOUR STRATEGIC PILLARS
| STEPHANIE L. FERRIS Chief Executive Officer and President Director since: 2022 Age: 50 Committee Chair: None Committee Member: Executive Other Current Public Company Boards: None | • Chief Executive Officer (December 2022 – present), President (February 2022 – present), Corporate Executive Vice President and Chief Administrative Officer (2021 – 2022), Corporate Executive Vice President and Chief Operating Officer (2019 – 2020), FIS • Chief Financial Officer (2016 – 2019), Deputy Chief Financial Officer (2015 – 2016), General Manager, Merchant Bank and Head of Relationship Management, Financial Institution Services (2013 – 2015), Head of Financial Planning and Analysis (2010 – 2013), Worldpay • Worked in public accounting at PricewaterhouseCoopers (1995 – 2001) Skills and Qualifications • Global Business, Technology, Banking/Financial Services, Financial Technology, and Digital Transformation Experience acquired over her more than 20-year career in the fintech industry, with a focus in corporate finance, payments and banking • Executive Leadership, Business Transformation, and Mergers and Acquisitions/Capital Allocation Expertise and experience gained while serving as CFO, Payments Processing, of Fifth Third Bancorp, which spun out and became Vantiv, which in turn acquired Worldpay Group plc, where she was CFO until its acquisition by FIS • Enterprise Risk Management/Information Security, Government and Regulatory and Financial Expertise obtained while serving in various roles at Fifth Third Bancorp, Vantiv, and Worldpay • Ms. Ferris also brings Sustainability, Human Capital Management and Public Company Board Experience to the Board Other Public Company Boards (Former) • Lululemon Athletica Inc. (2019 – 2022) Education • BA, Accounting, Miami University |
ON FOUR STRATEGIC PILLARS
| LEE ADREAN Independent Director Director since: 2023 Age: 72 Committee Chair: None Committee Member: Audit Other Current Public Company Boards: None | • Corporate Vice President and Chief Financial Officer, Equifax, Inc. (2006 – 2014) • Executive Vice President and Chief Financial Officer, NDC Health Corporation (2004 – 2006) • Executive Vice President and Chief Financial Officer, EarthLink, Inc. (2000 – 2004) • Held senior leadership positions at several other public companies in the transaction processing and financial services industries, including First Data Corporation and Providian Corporation • Served as a strategy consultant with Bain & Company Skills and Qualifications • Executive Leadership, Banking/Financial Services, Financial Technology and Business Transformation Experience acquired over his extensive career, which included senior leadership roles at First Data, Providian and Equifax • Enterprise Risk Management/Information Security and Financial Expertise developed while serving as CFO at numerous public companies, including Equifax, NDC Health and Earthlink, roles in which he was responsible for all financial functions of the company, as well as analyzing the organization’s potential corporate risks and providing strategies to mitigate them • Government and Regulatory and Mergers and Acquisitions/Capital Allocation Experience gained during his tenure at Bain & Company and service as a CFO of public companies for several decades • Public Company Board Experience obtained while serving on the boards of Worldpay and West Corporation, as well as during his prior service on the FIS Board • Mr. Adrean also brings Human Capital Management Expertise and experience to the Board Other Public Company Boards (Former) • FIS (2019 – 2021) • Worldpay, Inc. (2012 – 2019, until acquisition by FIS) • West Corporation (2014 – 2017) Education • BA, Accounting, Bucknell University • MBA, Harvard Business School |
ON FOUR STRATEGIC PILLARS
| | 23 FIS GLOBAL |
ON FOUR STRATEGIC PILLARS
| MARK D. BENJAMIN Independent Director Director since: 2023 Age: 53 Committee Chair: None Committee Member: Compensation Other Current Public Company Boards: 1 | • Chief Executive Officer and a Director, Nuance Communications, Inc. (2018 – 2023) • President and Chief Operating Officer, NCR Corporation (2016 – 2018) • Held various leadership roles at Automatic Data Processing, Inc., including President of Global Enterprise Solutions (1992 – 2016) Skills and Qualifications • Executive Leadership, Business Transformation, and Digital Transformation Experience gained in his former role as CEO of Nuance Communications, where he drove the expansion of the company’s AI and cloud-based offerings and led the company’s successful acquisition by Microsoft • Technology and Financial Technology Expertise and experience acquired over his more than 30-year career serving in leadership roles at companies in the technology industry, including ADP, a human resources management software and services company; NCR, an enterprise software, hardware and services company; and Nuance, a software technology company • Human Capital Management Expertise first developed while President of Global Enterprise Solutions at ADP, where he led a team of 20,000 employees, and honed while in his roles as COO at NCR and as CEO of Nuance • Public Company Board Experience gained while serving on the boards of PTC and Nuance • Mr. Benjamin also brings Global Business Experience, Mergers and Acquisitions/Capital Allocation and Financial Expertise to the Board Other Public Company Boards (Current) • PTC Corp. (2021 – present) Other Public Company Boards (Former) • Nuance Communications, Inc. (2018 – 2023) Education • BA, International Finance and Marketing, University of Miami |
ON FOUR STRATEGIC PILLARS
| LISA A. HOOK Independent Director Director since: 2019 Age: 66 Committee Chair: Risk and Technology Committee Member: Audit, Executive Other Current Public Company Boards: 2 | • President and Chief Executive Officer (2010 – 2018), Chief Operating Officer (2008 – 2010), NeuStar, Inc. • President and Chief Executive Officer, Sunrocket, Inc. (2006 – 2007) • Held several executive-level posts including President, AOL Anywhere and President, Broadband, Premium and Developer Services, America Online, Inc. (2001 – 2004) • Served in executive and special advisory roles, Time Warner, Inc. (1989 – 1995) • Legal Advisor to the Chairman, Federal Communications Commission (“FCC”) (1987 – 1989) • Senior Attorney, Viacom International, Inc. (1985 – 1987) Skills and Qualifications • Executive Leadership, Human Capital Management, Technology, Enterprise Risk Management/Information Security and Global Business Experience acquired over her extensive career in leadership roles at global technology companies such as NeuStar, an information services and data analytics provider; Sunrocket, a voice over IP service provider; and America Online (now known as AOL), a web services company • Business Transformation, Mergers and Acquisitions/Capital Allocation, and Digital Transformation Experience, gained through scaling multiple businesses in cloud infrastructure/internet security, telecoms, data analytics and digital marketing • Government and Regulatory Expertise honed as Advisor to the Chairman of the FCC and as a current member of the President’s National Security Telecommunications Advisory Committee, and further developed as COO of Time Warner Communications, where she oversaw the company’s policy efforts with regards to new wireless licensing and FCC auctions • Public Company Board Experience gained while serving on boards of numerous public companies such as Philip Morris, Nokia, Ritchie Bros. Auctioneers (now known as RB Global, Inc.), Unisys and Worldpay • Ms. Hook also brings Sustainability and Financial Expertise to the Board Other Public Company Boards (Current) • Philip Morris International Inc. (2018 – present) • Nokia Corporation (2022 – present) Other Public Company Boards (Former) • Ritchie Brothers Auctioneers (now known as RB Global, Inc.) (2021-2023) • Partners Group Holdings (2020 – 2021) • Unisys Corporation (2019 – 2021) • Worldpay, Inc. (2015 – 2019, until its acquisition by FIS) • NeuStar, Inc. (2010 – 2019) • RELX plc & NV (2006 – 2016) Education • BA, Public Policy, Duke University • JD, Dickinson School of Law at Pennsylvania State University |
ON FOUR STRATEGIC PILLARS
| | 25 FIS GLOBAL |
ON FOUR STRATEGIC PILLARS
| KENNETH T. LAMNECK Independent Director Director since: 2022 Age: 69 Committee Chair: None Committee Member: Audit, Compensation Other Current Public Company Boards: 1 | • Executive Vice President (2022 – present), President and Chief Executive Officer (2010 – 2021), Insight Enterprises, Inc. • President, the Americas, Tech Data Corporation (2004 –2009) • Held several executive management positions at Arrow Electronics Inc. (1988 – 2004) • Following five years of service in the United States Army, began his civilian career at IBM as an engineer Skills and Qualifications • Executive Leadership, Human Capital Management, Technology, Enterprise Risk Management/Information Security, and Global Business Experience acquired as Chief Executive Officer of Insight Enterprises, Inc., a global technology provider, and as a former executive of several technology companies, including Tech Data, a wholesale distributor of technology products, and Arrow Electronics • Business Transformation and Digital Transformation Experience developed through leading the growth and transformation of Insight Enterprises, Inc. from a value-added reseller to the intelligent technology solutions company that exists today • Public Company Board Experience gained while serving on the boards of Benchmark Electronics and Insight Enterprises, Inc. • Mr. Lamneck also brings Mergers and Acquisitions/Capital Allocation, Sustainability and Financial Expertise to the Board Other Public Company Boards (Current) • Benchmark Electronics, Inc. (2013 – present) Other Public Company Boards (Former) • Insight Enterprises, Inc. (2010 – 2021) Education • BS, United States Military Academy at West Point • MBA, University of Texas at El Paso |
ON FOUR STRATEGIC PILLARS
| GARY L. LAUER Independent Director Director since: 2019 Age: 71 Committee Chair: Compensation Committee Member: Corporate Governance, Nominating and Sustainability, Executive Other Current Public Company Boards: None | • Executive Director and a Co-founder, Eminent Series Group (2017 – present) • University of Southern California Board of Leaders (2009 – present) • Chairman and Chief Executive Officer, eHealth, Inc. (1999 – 2016) • Chairman and Chief Executive Officer, MetaCreations Corporation (1998 – 1999) • Held senior executive positions, including Executive Vice President and President, World Trade Corp, Silicon Graphics, Inc. (1987 – 1997) • Began his career at IBM Skills and Qualifications • Executive Leadership, Global Business, Human Capital Management, and Business Transformation Experience gained as the Chief Executive Officer and Chairman of eHealth, a company he led for more than sixteen years and took public through its initial public offering in 2006 • Technology Expertise and experience developed as a former senior executive of several technology companies including MetaCreations and Silicon Graphics, where he was part of the senior executive team that helped build it into a global high performance computing company • Public Company Board Experience gained while serving on the boards of Worldpay, eHealth and MetaCreations Corporation • Mr. Lauer also brings Mergers and Acquisitions/Capital Allocation, Government and Regulatory and Financial Expertise to the Board Other Public Company Boards (Former) • Worldpay, Inc. (2012 – 2019, until its acquisition by FIS) • eHealth, Inc. (1999 – 2016) • MetaCreations Corporation (1998 – 1999) Education • BS, University of Southern California |
ON FOUR STRATEGIC PILLARS
| | 27 FIS GLOBAL |
ON FOUR STRATEGIC PILLARS
| JAMES B. STALLINGS, JR. Independent Director Director Since: 2013 Age: 68 Committee Chair: None Committee Member: Compensation, Risk and Technology Other Current Public Company Boards: 1 | • Chief Executive Officer and Managing Partner, PS27 Ventures, LLC (2013 – present) • Served in a variety of roles, including General Manager of Global Markets, Systems and Technology (2009 – 2013) and General Manager, Enterprise Systems, Systems and Technology Group (2002 – 2009 and 1984 – 1996), IBM Corporation • Founder, Chairman and Chief Executive Officer, E House (2000 – 2002) • Served as a Captain in the U.S. Marine Corps • Trustee of the Folded Flag Foundation, which provides scholarships to descendants of fallen warriors in the U.S. Military Skills and Qualifications • Executive Leadership, Banking/Financial Services, Mergers and Acquisitions/Captial Allocation, Enterprise Risk Management/ Information Security and Financial Expertise obtained in his current role as Chief Executive Officer and Managing Partner of PS27 Ventures, where he has been directly involved in starting dozens of new ventures in FinTech, HealthTech, and SaaS • Technology and Financial Technology Expertise and experience acquired over his more than 25 years of experience in the information technology industry, including leadership roles in innovation, such as founding and running E House, a consumer technology company, his extensive career at IBM, and his current role leading PS27 Ventures, a private investment fund focused on technology companies • Human Capital Management and Global Business Experience developed over his long career, especially during his role as General Manager of Global Markets at IBM, where he led a 9,000-member sales team spanning 172 countries • Public Company Board Experience gained while serving on multiple boards, including UGI Corporation and Cannae Holdings • Mr. Stallings also brings experience in Sustainability to the Board Other Public Company Boards (Current) • Cannae Holdings, Inc. (2018 – present) Other Public Company Boards (Former) • UGI Corporation (2015 – 2023) Education • BS, U.S. Naval Academy |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR FEES
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2)(3) | Option awards ($)(4) | All other Compensation ($)(5) | Total ($) | | Lee Adrean | 130,000 | 290,043 | — | — | 420,043 | | Ellen R. Alemany(6) | 185,000 | 215,015 | — | — | 400,015 | | Mark D. Benjamin | 125,000 | 290,043 | — | — | 415,043 | | Vijay D’Silva(7) | 150,000 | 215,015 | — | 5,143 | 370,158 | | Jeffrey A. Goldstein | 225,000 | 364,978 | — | — | 589,978 | | Lisa A. Hook | 185,000 | 215,015 | — | — | 400,015 | | Kenneth T. Lamneck | 155,000 | 215,015 | — | 5,143 | 375,158 | | Gary L. Lauer | 180,000 | 215,015 | — | — | 395,015 | | Louise M. Parent(8) | 155,000 | 215,015 | — | — | 370,015 | | Brian T. Shea(9) | 190,000 | 215,015 | — | — | 405,015 | | James B. Stallings, Jr. | 150,000 | 215,015 | — | 4,128 | 369,143 | | Jeffrey E. Stiefler(10) | 62,500 | — | — | 21,095 | 83,595 |
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE Name and Principal PositionFiscal YearSalary ($)(1)Bonus ($)(2)Stock Awards ($)(3)Option Awards ($)(4)Non-Equity Incentive Plan Compensation Earnings ($)(5)Change in Pension Value andNonqualified Deferred Compensation Earnings ($)All Other Compensation ($)(6)Total ($)Stephanie L. Ferris Chief Executive Officer and President20231,000,0009,005,3476,479,9982,858,00092,44719,435,7922022783,33312,922,0171,999,990125,52415,830,8642021230,6825,589,0011,500,005543,8777,8767,871,441 James Kehoe Corporate Executive Vice President and Chief Financial Officer(7)2023355,4591,700,0009,999,986 761,53035,58612,852,571 Ido GileadiCorporate Executive Vice President and Chief Operating Officer2023625,000565,0001,161,06317,7122,368,7752022625,0006,503,525900,00715,8888,044,420Caroline TsaiCorporate Executive Vice President and Chief Legal & Corporate Affairs Officer2023630,000250,0002,876,4551,755,0081,170,35110,8176,692,6312022527,0832,500,0003,905,643937,504149,0898,019,319L. Denise WilliamsCorporate Executive Vice President and Chief People Officer2023587,5002,876,4551,755,0081,007,6219,9006,236,4832022556,250800,0004,064,680562,4949,8675,993,291Erik D. HoagFormer Corporate Executive Vice President and Chief Financial Officer(8)2023600,0001,917,6391,169,9921,071,750 38,938 4,798,319 2022 491,667 3,612,984 499,992 0 4,604,643
2023 SUMMARY COMPENSATION TABLE
| (1) Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into our 401(k) plan, ESPP or non-qualified deferred compensation plans. |
2023 SUMMARY COMPENSATION TABLE
| (2) For 2023, (i) the amount for Ms. Tsai reflects the Committee’s upward adjustment of Ms. Tsai’s payment under the 2023 annual incentive program in recognition of her added responsibilities and achievements in leading the sale of Worldpay, (ii) the amount for Mr. Kehoe reflects the one-time replacement sign-on cash bonus of $1,200,000 and relocation bonus of $500,000 and (iii) the amount for Mr. Gileadi reflects a bonus for project work that he led and the Compensation Committee’s recognition of his contributions to the Future Forward initiative. |
2023 SUMMARY COMPENSATION TABLE
| (3) Amounts represent the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718 with respect to all named executive officers. Assumptions used in the calculation of these amounts are included in Note 18 to the Company’s consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. Stock awards in 2023 consisted of performance-based restricted stock units and time-based restricted stock units. Aggregate grant date fair value for performance stock units is based on target performance, which was the probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of the performance stock unit grants assuming the maximum performance level would be: $9,610,745 for Ms. Ferris, $2,602,914 for Ms. Tsai, $2,602,914 for Ms. Williams, and $1,735,323 for Mr. Hoag. |
2023 SUMMARY COMPENSATION TABLE
| (4) Amounts represent the grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718 with respect to all named executive officers. Assumptions used in the calculation of these amounts are included in Note 18 to the Company’s consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2024. |
2023 SUMMARY COMPENSATION TABLE
| (5) Amounts represent the annual incentive award payment earned for 2023 at 142.9% of target. The amount for Mr. Kehoe represents a prorated annual incentive payment for 2023. For additional information on the 2023 annual incentive program and individual awards, see the 2023 Grants of Plan-Based Awards Table and the Compensation Discussion & Analysis. |
2023 SUMMARY COMPENSATION TABLE
| (6) The following table contains a breakdown of the compensation and benefits included in the All Other Compensation column above: |
2023 SUMMARY COMPENSATION TABLE
| | Stephanie L. Ferris ($) | James Kehoe ($) | Ido Gileadi ($) | Caroline Tsai ($) | L. Denise Williams ($) | Erik D. Hoag ($) | | 401(k) Matching Contributions | 9,900 | 1,350 | 9,900 | 9,900 | 9,900 | 9,900 | | ESPP Matching Contributions | — | — | 7,812 | — | — | 18,438 | | Relocation Benefit (a) | — | 34,236 | — | — | — | — | | Spousal Travel to Corporate Event | 2,037 | — | — | — | — | — | | Personal Corporate Airplane Use (b) | 80,240 | — | — | 917 | — | — | | Financial Planning (c) | — | — | — | — | — | 10,600 | | Total | 92,177 | 35,586 | 17,712 | 10,817 | 9,900 | 38,938 |
2023 SUMMARY COMPENSATION TABLE
| (a) Amount represents expenses related to the relocation to our Company’s headquarters for Mr. Kehoe pursuant to the terms of his employment agreement and the Company’s relocation policy. Amounts are subject to repayment in full should Mr. Kehoe voluntarily terminate prior to the 12-month anniversary of his relocation, and declines by 25% per quarter during the second year following his relocation. |
2023 SUMMARY COMPENSATION TABLE
| (b) Amounts represent the aggregate incremental cost based upon the average hourly variable costs of operating the airplane during 2023. |
2023 SUMMARY COMPENSATION TABLE
| (c) Amount represents the cost of financial planning services. Financial Planning services were discontinued for Mr. Hoag in 2023. |
2023 SUMMARY COMPENSATION TABLE
| (7) Mr. Kehoe was appointed to Corporate Executive Vice President and Chief Financial Officer on August 21, 2023. |
2023 SUMMARY COMPENSATION TABLE
| (8) Mr. Gileadi ceased serving as Chief Operating Officer on December 31, 2023 and remained an employee until February 29, 2024. |
2023 SUMMARY COMPENSATION TABLE
| (9) Mr. Hoag left the position of Chief Financial Officer of the Company effective August 21, 2023 in connection with the Company’s appointment of James Kehoe as Chief Financial Officer but continued to be employed by the Company as a non-executive officer thereafter. |
2023 SUMMARY COMPENSATION TABLE
| | 81 FIS GLOBAL |
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS (a) Name(b) Grant Date/PlanEstimated Future Payouts Under Non-Equity Incentive Plan Awards(1)Estimated Future Payouts Under Equity Incentive Plan Awards(2)(i) All Other Stock Awards: Number of Securities Underlying Stock Units (#)(3)(j) Exercise or Base Price of Option Awards ($/sh)(4)(k) Grant Date Fair Value of Stock and Option Awards ($)(5)(c) Threshold ($)(d) Target ($)(e) Maximum ($)(f) Threshold (#)(g) Target (#)(h) Maximum (#)(k) Exercise or Base Price of Option Awards($/sh)(l) Closing Price on Grant Date($/sh)Stephanie L. Ferris02/28/202334,08668,171136,3424,805,37402/28/202366,2774,199,97302/28/2023149,06872.8863.372,159,99502/28/2023166,53879.2163.372,159,99802/28/2023175,75382.3863.372,160,004Annual Incentive1,000,0002,000,0004,000,000James Kehoe08/24/2023180,8979,999,986.16Annual Incentive506,2501,012,5002,025,000Ido GileadiAnnual Incentive135,417812,5001,625,000Caroline Tsai02/28/20239,23218,46336,9261,301,45702/28/202324,8541,574,99802/28/202340,37372.8863.37585,00502/28/202345,10479.2163.37584,99902/28/202347,60082.3863.37585,004Annual Incentive136,500819,0001,638,000L. Denise Williams02/28/20239,23218,46336,9261,301,45702/28/202324,8541,574,99802/28/202340,37372.8863.37585,00502/28/202345,10479.2163.37584,99902/28/202347,60082.3863.37585,004Annual Incentive120,000720,0001,440,000Erik D. Hoag02/28/20236,15512,30924,618867,66102/28/202316,5691,049,97802/28/202326,91572.8863.37389,99802/28/202330,06979.2163.37389,99502/28/202331,73382.3863.37389,999Annual Incentive125,000750,0001,500,000
2023 GRANTS OF PLAN-BASED AWARDS
| (1) With respect to the annual incentives, the amounts shown in column (c) reflect the minimum payment level, which is 5% of the target amount shown in column (d) further weighted based on plan metrics, and the amounts shown in column (e) represent the maximum payout, which is 200% of the amount in column (d). The actual non-equity incentive bonuses target for Mr. Kehoe in 2023 was prorated based on the time he was serving as Chief Financial Officer. |
2023 GRANTS OF PLAN-BASED AWARDS
| (2) The amounts shown in column (f) reflect the threshold number of performance-based restricted stock units, which is 50% of the target amount shown in column (g), which is the amount granted to each named executive officer under the 2022 Omnibus Plan on February 28, 2023 (Monte Carlo grant date fair value of $70.49 per share), |
2023 GRANTS OF PLAN-BASED AWARDS
| and the amounts shown in column (h) represent the maximum payout, which is 200% of the amount in column (g). Any February 28, 2023 performance-based restricted stock units earned vest in full after three years based on the Company’s relative TSR performance against the S&P 500 for the three year performance period. |
2023 GRANTS OF PLAN-BASED AWARDS
| (3) The amounts shown in column (i) reflect the number of time-based restricted stock units granted to each named executive officer under the 2022 Omnibus Plan on February 28, 2023 (grant date fair value is $63.37 per share). The shares vest ratably over three years. |
2023 GRANTS OF PLAN-BASED AWARDS
| (4) The amounts shown in column (j) reflect the number of premium-priced stock options granted to each named executive officer under the 2022 Omnibus Plan on February 28, 2023. The shares vest ratably over three years. |
2023 GRANTS OF PLAN-BASED AWARDS
| (5) The amounts shown in column (m) represent the aggregate of the grant date fair value of each award computed in accordance with FASB ASC Topic 718, assuming no forfeitures, and are based upon the following per share grant date fair values: February 28, 2023 performance stock units ($70.49), February 28, 2023 time-based restricted stock units ($63.37), February 28, 2023 premium price stock option awards with an exercise base price of $72.88, $79.21 and $82.38 ($14.49, $12.97 and $12.29, respectively). |
AND GRANTS OF PLAN-BASED AWARDS TABLE
AND GRANTS OF PLAN-BASED AWARDS TABLE
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning unexercised stock options, stock that has not vested and other equity incentive plan awards for each named executive officer outstanding as of December 31, 2023: (a) Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#)Unexercisable(1) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (2) Value of time-based awards (3) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested or distributed ($)(8) Stephanie L. Ferris 09/03/2021 - 58,230 125.39 09/03/2028 27,403 $1,646,098 -(5) - 02/28/2022 32,020 64,041 95.23 02/28/2029 22,328 $1,341,243 15,402(6) $925,198 02/28/2022 - - - - 7,586 $455,691 10,502(6) $630,855 02/28/2023 - 149,068 72.88 02/28/2030 66,277 $3,981,259 68,171(7) $4,095,032 02/28/2023 - 166,538 79.21 02/28/2030 - - - - 02/28/2023 - 175,753 82.38 02/28/2030 - - - - James Kehoe 08/24/2023 180,897 $10,866,483 - - Ido Gileadi 03/29/2018 6,243 - 96.30 03/29/2025 - - - - 03/29/2019 10,422 - 113.10 03/29/2026 - - - - 03/29/2020 14,225 - 120.10 03/29/2027 - - - - 03/29/2020 1,976 - 120.10 03/29/2027 - - - - 11/02/2020 9,619 - 123.97 11/02/2027 - - - - 03/29/2021 17,123 8,562 143.97 03/29/2028 9,156 $550,001 -(5) - 03/29/2021 3,995 1,998 143.97 03/29/2028 2,136 $128,310 -(5) - 02/28/2022 14,409 28,819 95.23 02/28/2029 10,048 $603,583 6,931(6) $416,345 02/28/2022 - - - - 4,552 $273,439 6,301(6) $378,501 Caroline Tsai 02/28/2022 15,009 30,020 95.23 02/28/2029 10,467 $628,753 7,220(6) $433,705 02/28/2023 - 40,373 72.88 02/28/2030 24,854 $1,492,980 18,463(7) $1,109,072 02/28/2023 - 45,104 79.21 02/28/2030 - - - - 02/28/2023 - 47,600 82.38 02/28/2030 - - - - L. Denise Williams 03/29/2017 20,366 - 80.03 03/29/2024 - - - - 03/29/2018 12,484 - 96.30 03/29/2025 - - - - 03/29/2019 11,725 - 113.10 03/29/2026 - - - - 03/29/2020 13,039 - 120.10 03/29/2027 - - - - 03/29/2020 1304 - 120.10 03/29/2027 - - - - 03/29/2021 9,988 4,995 143.97 03/29/2028 5,341 $320,834 -(5) - 03/29/2021 3,082 1,541 143.97 03/29/2028 1,647 $98,935 -(5) - 02/28/2022 9,005 18,012 95.23 02/28/2029 6,279 $377,180 4,332(6) $260,223 02/28/2022 - - - - 2,844 $170,839 3,939(6) $236,616 02/28/2023 - 40,373 72.88 02/28/2030 24,854 $1,492,980 18,463(7) $1,109,072 02/28/2023 - 45,104 79.21 02/28/2030 - - - - 02/28/2023 - 47,600 82.38 02/28/2030 - - - - Erik D. Hoag 03/29/2017 11,783 - 80.03 03/29/2024 - - - - 03/29/2018 7,022 - 96.30 03/29/2025 - - - - 03/29/2019 5,862 - 113.10 03/29/2026 - - - - 03/29/2020 5,927 - 120.10 03/29/2027 - - - - 03/29/2020 5,927 - 120.10 03/29/2027 - - - - 03/29/2021 2,996 1,499 143.97 03/29/2028 1,602 $96,232 -(5) - 02/28/2022 8,005 16,010 95.23 02/28/2029 5,582 $335,311 3,851(6) $231,330 02/28/2022 - - - - 2,529 $151,917 3,501(6) $210,305 02/28/2023 - 26,915 72.88 02/28/2030 16,569 $995,300 12,309(7) $739,402 $1,109,072 02/28/2023 - 30,069 79.21 02/28/2030 02/28/2023 - 31,733 82.38 02/28/2030
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | 87 FIS GLOBAL |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) The stock options granted on March 29, 2021, February 28, 2022 and February 28, 2023 vest ratably over a three-year period on each anniversary date of the grant. The Stock Options granted to Ms. Ferris on September 3, 2021 vest in full after three years. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) The restricted stock units granted on March 29, 2021, February 28, 2022 and February 28, 2023 vest ratably over a three-year period on each anniversary date of the grant. The restricted stock award units granted to Ms. Ferris on September 3, 2021 vest in full after three years. The restricted stock award units granted to Mr. Kehoe on August 24, 2023 vest ratably over a two-year period on each anniversary date of the grant. With respects to grants on March 29, 2021 (September 3, 2021 for Ms. Ferris), this number includes both the restricted stock units and 170% of the target number performance stock units for the first one-year performance period which ended December 31, 2021 and 33.29% of the target number performance stock units for the second one-year performance period which ended December 31, 2022. With respects to grants on February 28, 2022, this number includes both the restricted stock units and 72.25% of the target number performance stock units for the first one-year performance period which ended December 31, 2022. The performance stock units remain subject to a time-based vesting requirement and will vest in full on the third anniversary date of the grant. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Market value of unvested time-based restricted stock units or earned unvested performance stock units based on a closing price of $60.07 for a stock of our common stock on the New York Stock Exchange on December 29, 2023. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) The performance stock units granted on March 29, 2021 (September 3, 2021 for Ms. Ferris) vest in full after three years based on the Company’s annual organic revenue growth and annual margin expansion as modified by the company relative TSR performance against the S&P 500 each calendar year (i.e., 2021, 2022 and 2023). The performance stock units granted on February 28, 2022 vest in full after three years based on the Company’s annual organic revenue growth and annual margin expansion as modified by the company relative TSR performance against the S&P 500 each calendar year (i.e., 2022, 2023 and 2024). The performance stock units granted on February 28, 2023 vesting in full after three year based on the Company’s relative TSR performance against the S&P 500 during the three year performance period (2023-2025). |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Represents 0% of target performance stock units for the performance year 2023 granted on March 29, 2021 (September 3, 2021 for Ms. Ferris). |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Represents 100% of target performance stock units for the performance year 2024 granted on February 28, 2022. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) Represents 100% of target performance stock units granted on February 28, 2023. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) Market value of unvested performance stock units is based on a closing price of $60.07 for a share of our common stock on the New York Stock Exchange on December 29, 2023. |
2023 OPTION EXERCISES AND STOCK VESTED
2023 OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning each exercise of stock options, stock appreciation rights and similar instruments and each vesting of stock, including restricted stock, restricted stock units, performance stock units and similar instruments, during the fiscal year ended December 31, 2023, for each of the named executive officers on an aggregated basis:
2023 OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Stephanie L. Ferris | — | — | 5,600 | 354,872 | | James Kehoe | — | — | — | — | | Ido Gileadi | — | — | 5,383 | 306,998 | | Caroline Tsai | — | — | 2,625 | 166,346 | | L. Denise Williams | — | — | 3,307 | 188,954 | | Erik D. Hoag | 5,658 | 5,432 | 10,525 | 558,382 |
2023 NONQUALIFIED DEFERRED COMPENSATION
2023 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information with respect to the named executive officers’ accounts under our nonqualified deferred compensation plans as of December 31, 2023:
2023 NONQUALIFIED DEFERRED COMPENSATION
| Name | Plan | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($)(1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Stephanie L. Ferris | — | — | — | — | — | — | | James Kehoe | — | — | — | — | — | — | | Ido Gileadi | — | — | — | — | — | — | | Caroline Tsai | — | — | — | — | — | — | | L. Denise Williams | Deferred Comp Plan | — | — | 32,152 | — | 235,544 | | Erik D. Hoag | — | — | — | — | — | — |
2023 NONQUALIFIED DEFERRED COMPENSATION
| (1) The amount for Ms. Williams reflects the change in executive holdings in 2023 under the FIS Deferred Compensation Plans. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the nature and estimated value of payments and benefits we would provide to our named executive officers in the event of termination of employment or a change in control. The amounts described in this section are what would be due under our named executive officers’ employment agreements and our compensation and benefit plans and agreements if employment had terminated or a change in control had occurred on December 31, 2023. The types of termination situations include a voluntary termination by the executive, with or without good reason, a termination by us either for cause or not for cause and termination in the event of disability or death. We also describe the estimated payments and benefits that would be provided upon a change in control without a termination of employment. The actual payments and benefits that would be provided would be based on the named executive officers’ compensation and benefit levels at the time of the termination of employment or change in control and the value of accelerated vesting of stock-based awards would depend on the value of the underlying stock. For each type of employment termination, the named executive officers would be entitled to benefits that are available generally to our U.S. salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees. These plans are discussed in the Compensation Discussion and Analysis section and the Nonqualified Deferred Compensation table and accompanying narratives. Mr. Gileadi and Ms. Williams are eligible and would have received benefits under the Qualified Retirement Equity Program in the event of retirement during 2023 with an estimated value of $2,350,179 and $4,066,679, respectively.
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS As discussed previously, we have entered into employment agreements with each of our named executive officers. The employment agreements contain provisions for the payment of severance benefits following certain termination events. Following is a summary of the payments and benefits our named executive officers would receive in connection with various employment termination scenarios under their agreements in effect on December 31, 2023. For Mr. Hoag, whose employment agreement was amended in February 2024, the following also includes a summary of the relevant provisions as amended although they were not in effect as of December 31, 2023. If a named executive officer’s employment is terminated for any reason, we will pay any earned but unpaid base salary, any expense reimbursement payments owed, any accrued but unused vacation pay, and any earned but unpaid annual bonus payments relating to the prior year (with subjective goals being treated as achieved at no less than target in the case of Ms. Ferris), which we refer to as “accrued obligations.” In the case of Ms. Ferris, Mr. Kehoe, Ms. Tsai and Ms. Williams, any accrued but unused vacation pay also constitute accrued obligations that we will pay if they are terminated for any reason. If a named executive officer’s employment is terminated by us for any reason other than for cause or due to the executive’s death or disability, or if the executive terminates his or her employment for good reason, then the executive is entitled to receive:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of all named executive officers, a prorated annual bonus based on the date of termination and the actual bonus that would have been earned in the year of termination had the executive still been employed; provided that, for Ms. Ferris, any subjective bonus criteria will be treated as being achieved at no less than target; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris, Tsai and Williams and Messrs. Kehoe and Hoag, a lump sum payment equal to 200% of the sum of the executive’s (1) annual base salary and (2) target annual bonus opportunity in the year in which the termination of employment occurs; provided that, with respect to Ms. Ferris, if such termination or resignation occurs in connection with a change of control, such lump sum payment shall equal 300% of such sum; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| ○ | On February 19, 2024, Mr. Hoag and the Company entered into a Second Amendment to Employment Agreement as described more in detail on page 85. Pursuant to Mr. Hoag’s employment agreement as amended, if, during the Transition Service Period (as defined therein and described on page 85), Mr. Hoag’s employment is terminated by the Company for any reason other than for “cause,” due to his death or disability or by Mr. Hoag for “good reason,” Mr. Hoag’s lump-sum amount will be calculated as 200% of the sum of his annual base salary in August 2023 and the target annual bonus in 2023; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mr. Gileadi, a lump sum payment equal to the sum of his (1) annual base salary and (2) target annual bonus opportunity in the year in which the termination of employment occurs; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Ms. Ferris, (1) with respect to grants made before the end of 2025, vesting and/or payment of all equity awards on the dates specified in the applicable grant agreements and, with respect to any performance-vested awards, subject to the satisfaction of the applicable performance criteria and (2) with respect to grants made after 2025, vesting and/or payment of all equity awards solely to the extent provided in the applicable award agreements governing such awards, provided that, in the event of a termination or resignation in connection with a change of control, all equity awards granted shall become immediately and fully vested as of the later of the date of termination or the date of the change of control; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Messrs. Kehoe, Hoag and Gileadi and Mses. Tsai and Williams, vesting and/or payment of all equity awards in accordance with the terms of and on the dates specified in the applicable grant agreements (including the achievement of any stated performance metrics for a given performance period), subject to and contingent upon the executive’s continued compliance with the non-competition and non-solicitation covenants in the respective grant agreements and the employment agreement; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris, Tsai and Williams and Messrs. Kehoe and Hoag, COBRA or equivalent coverage (so long as the executive pays the premiums) for a period of eighteen months or, if earlier, until the executive becomes eligible for comparable benefits from another employer, plus a lump sum cash payment equal to the sum of twenty-four monthly COBRA premium payments in the case of Ms. Ferris and eighteen monthly COBRA premium payments in the case of Mr. Kehoe, Mr. Hoag, Ms. Tsai and Ms. Williams; and |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | If Ms. Ferris or Mr. Kehoe receives a notice from us of our intention not to extend her or his employment term, Ms. Ferris or Mr. Kehoe, as applicable, may elect to terminate her or his employment at any time following the four-month anniversary of such notice and upon such termination, shall receive the same benefits described above as if such termination were a termination by us without cause. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| | 91 FIS GLOBAL |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
If employment terminates due to death or disability, in the case of all named executive officers the following would be provided, except as noted below:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Any accrued obligations; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | A prorated annual bonus based on the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | The unpaid portion of the executive’s annual base salary for the remainder of the employment term; and |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, vesting and/or payment of all equity awards on the dates specified in the applicable grant agreements and, with respect to any performance-vested awards, subject to the satisfaction of the applicable performance criteria and in the case of Mses. Tsai and Williams, subject to and contingent upon the executive’s continued compliance with the non-competition and non-solicitation covenants in the respective grant agreements and the employment agreement. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
In the case of Mr. Hoag, pursuant to his employment agreement as amended in February 2024, if employment terminates upon the expiration of the Transition Service Period (an “Expiration of Transition Service Period”), or if Mr. Hoag continues to be employed following the expiration of the Transition Service Period and such employment is terminated for any reason thereafter (other than by the Company for “cause”):
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Mr. Hoag will be entitled to (i) an amount equal to a pro-rated target annual bonus for the year of termination, (ii) a lump sum amount representing the sum of (x) 200% of the sum of his annual base salary in August 2023 and the target annual bonus in 2023 and (y) an amount representing 18 months’ medical and dental COBRA premiums based on the level of coverage in effect as of August 2023, and (iii) vesting of outstanding equity awards in accordance with the vesting terms and dates specified in the applicable grant agreements (including the achievement of any stated performance metrics for a given performance period), subject to and contingent upon Mr. Hoag’s continued compliance with the non-competition and non-solicitation covenants in the respective grant agreements and the employment agreement. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | If such termination occurs upon an Expiration of Transition Service Period, Mr. Hoag will also be entitled to the actual annual bonus earned for 2024 (only if such bonus has not been already paid prior to such termination) and a pro-rated actual annual bonus that would have been earned by him in 2025, in each case, based upon attainment of performance objectives established by Company. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
Under each of the employment agreements (other than Mr. Hoag’s employment agreement as amended in February 2024), “cause” generally means the executive’s:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Persistent (and in the case of Mses. Ferris and Williams and Mr. Kehoe, knowing) failure to perform duties consistent with a commercially reasonable standard of care; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Willful neglect of duties; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Conviction of, or pleading nolo contendere to, criminal (or, for certain executives, other illegal) activities involving dishonesty or moral turpitude; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Material breach of the employment agreement, or material breach of our business policies, accounting practices or standards of ethics; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Impeding or failing to materially cooperate (in the case of Mses. Ferris and Williams and Mr. Kehoe, intentionally) with an investigation authorized by our Board; or |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris, Tsai and Williams, in all scenarios above other than conviction of a criminal or illegal activity, in order to qualify as a termination for cause, we must provide notice of the termination within 90 days of the initial existence of the “cause” event, and the executive has 30 days to cure the event. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
Under Mr. Hoag’s employment agreement as amended in February 2024, “cause” is defined as:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Conviction of, or pleading nolo contendere to, a felony involving dishonesty or moral turpitude; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Act or acts of fraud, embezzlement or misappropriation against the Company; or |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Material breach of Mr. Hoag’s employment agreement; provided, however, that with respect to the “cause” event described in this bullet or the preceding bullet, Mr. Hoag will be given an opportunity to cure. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
The employment agreements generally define “good reason” as:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | A material diminution in the executive’s annual base salary or annual bonus opportunity; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | Our material breach of any of our obligations under the employment agreement; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Ms. Ferris, (1) a material reduction in the executive’s duties, responsibilities, authority or reporting lines (including (x) any requirement by us that the executive report to anyone other than the Board, (y) the executive ceasing to be Chief Executive Officer of a public company or (z) if we do not renominate the executive to the Board) and (2) any person other than Gary A. Norcross becomes Executive Chairman of the Company; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mr. Kehoe, a material reduction in the executive’s duties, responsibilities, authority or reporting lines (including the executive ceasing to be Chief Financial Officer of a public company); |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Ms. Williams, a material reduction in the executive’s duties, responsibilities, or authority as they exist on the effective date of her employment agreement; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris and Williams and Messrs. Kehoe, Hoag and Gileadi, a relocation of the executive’s principal place of employment outside of the Jacksonville, Florida metropolitan area; |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mr. Hoag and Ms. Williams, a demotion in the executive’s title to any level below Senior Vice President for Mr. Hoag and Executive Vice President for Ms. Williams; or |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| • | In the case of Mses. Ferris, Tsai and Williams and Mr. Kehoe, our giving notice of our intent not to renew their respective employment agreement within two years following a change in control (as defined in the 2022 Omnibus Plan) for Ms. Ferris and one year of a change in control for Mses. Tsai and Williams and Mr. Kehoe. |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
To qualify as a “good reason” termination, the executive must provide notice of the termination within 90 days of the initial existence of the “good reason” event. We have 30 days to cure the event. Each executive’s employment agreement provides that, if payments or benefits to be provided to the executive in connection with his or her termination of employment would be subject to the excise tax under Section 4999 of the Internal Revenue Code, the executive may elect to reduce any payments or benefits to an amount equal to one dollar less than the amount that would be considered a parachute payment under Section 280G of the Internal Revenue Code. The agreements do not provide for any excise tax gross-up payments.
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| | 93 FIS GLOBAL |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
The employment agreements provide us and our shareholders with important protections and rights, including the following:
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS
| Exception/Protections | | Severance benefits under the agreements are conditioned upon the executive’s execution of a full release of FIS and related parties, thus limiting our exposure to lawsuits from the executive; | | During the executive’s employment with us and in the one-year period following termination of employment, the executive is prohibited from competing with us and from soliciting our customers, suppliers or employees on behalf of a competitor; and | | During employment and at all times thereafter the executive shall maintain the confidentiality of our confidential information and trade secrets. |
POTENTIAL PAYMENTS UNDER STOCK PLANS
POTENTIAL PAYMENTS UNDER STOCK PLANS In addition to the post-termination rights and obligations provided in the employment agreements, our 2008 Omnibus Plan provides for the potential acceleration of vesting and, if applicable, payment of equity awards in connection with a change in control. Under the 2008 Omnibus Plan, for equity awards granted prior to October 22, 2020, outstanding options become immediately exercisable and any restrictions imposed on restricted stock and restricted stock units, including vesting restrictions, lapse upon a change in control. PSUs will be deemed earned at the target level upon a change in control with respect to the open performance periods. In 2020, we amended the 2008 Omnibus Plan to adopt a double trigger change-in-control acceleration provision for the equity awards granted after October 22, 2020 that are assumed or replaced with a substantially equivalent award in connection with a change-in-control, instead of single trigger accelerated vesting. The 2022 Omnibus Plan also has a similar double trigger change-in-control acceleration provision. For purposes of the 2008 Omnibus Plan and the 2022 Omnibus Plan, the term “change in control” means the occurrence of any of the following events:
POTENTIAL PAYMENTS UNDER STOCK PLANS
| • | An acquisition by an individual, entity or group of 25% or more of our voting power, excluding certain acquisitions including pursuant to a transaction where conditions described in clause (i), (ii) and (iii) in the bullet below are satisfied; |
POTENTIAL PAYMENTS UNDER STOCK PLANS
| • | Consummation of a reorganization, merger, consolidation or sale of all or substantially all of our assets, which we refer to as a “business combination” of FIS, unless, immediately following such business combination, (i) the persons who were the beneficial owners of our voting stock immediately prior to the business combination beneficially own more than 50% of our then outstanding shares, (ii) no person, entity or group beneficially owns 25% or more of the then outstanding shares of common stock of the entity resulting from that business combination, and (iii) at least a majority of the members of the board of directors of the entity resulting from the business combination were members of our incumbent board; |
POTENTIAL PAYMENTS UNDER STOCK PLANS
| • | During any period of two consecutive years, the individuals who, at the beginning of such period, constitute our board of directors cease for any reason to constitute at least a majority of the board of directors; or |
POTENTIAL PAYMENTS UNDER STOCK PLANS
| • | Our shareholders approve a plan or proposal for the liquidation or dissolution of FIS. |
CEO PAY RATIO
CEO PAY RATIO Our CEO pay ratio was calculated in compliance with the requirements set forth in Item 402(u) of Regulation S-K. We identified the median employee using our employee population as of October 1, 2023. To identify the median employee, we applied our consistently applied compensation measure across the identified populations. Our consistently applied compensation measure is the compensation provided to employees that is considered taxable wages in the country in which the employee is employed, and this definition was applied consistently within each country for the fiscal year 2023. We then calculated the median employee’s compensation for the fiscal year 2023 in the same manner as the named executive officers in the 2023 Summary Compensation Table. For fiscal year 2023, our median employee compensation was $43,839. The total compensation of Ms. Ferris, our chief executive officer, as reported in the Total column of the 2023 Summary Compensation Table was $19,435,522. The ratio of the annual total compensation of our CEO to that of our median employee is approximately 443:1. Our CEO pay ratio is influenced by the countries in which we have employees. Of our employee population on the measurement date, a substantial portion of our employees are in locations where wages are significantly lower than other locations in which we operate, including the United States where our executive offices are located.
CEO PAY RATIO
| | 97 FIS GLOBAL |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the following table sets forth information regarding the Company’s performance and the “compensation actually paid” (or CAP) to our NEOs as calculated in accordance with SEC disclosure rules. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with its financial and operational performance, refer to the Compensation Discussion and Analysis section.
PAY VERSUS PERFORMANCE
| | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for PEO(b)(1) (1) | Summary Compensation Table Total for PEO(b)(2) (2) | Compensation Actually Paid to PEO(c)(1) (3) | | Compensation Actually Paid to PEO(c)(2) (4) | Average Summary Compensation Table Total for Non-PEO NEOs(d) | Average Compensation Actually Paid to Non-PEO NEOs(e) (9) | Total Shareholder Return(f) (10) | Peer Group Total Shareholder Return(g) (11) | Net Income (in millions(h) (12) | | Revenue Metric Used for 2023 Annual Incentive Program (in millions) (i) (13) | | 2023 (5) | n/a | $19,435,522 | | n/a | $15,649,373 | $6,589,756 | $5,887,811 | $46.83 | $118.51 | ($ | 6,654) | $14,571 | | 2022 (6) | $45,321,374 | $15,830,864 | | 19,650,428 | $4,772,653 | $8,545,905 | $3,155,213 | $51.00 | $100.28 | ($ | 16,720) | $14,816 | | 2021 (7) | $25,023,771 | n/a | ($ | 110,502) | n/a | $10,257,289 | $2,697,248 | $80.26 | $120.19 | | 417 | $13,843 | | 2020 (8) | $17,905,009 | n/a | | 16,684,741 | n/a | $16,506,772 | $14,866,206 | $102.76 | $124.60 | | 158 | $12,591 |
PAY VERSUS PERFORMANCE
(1) Gary A. Norcross departed the Company as CEO effective December 16, 2022. (2) Reflects compensation amounts reported in the 2023 and 2022 Summary Compensation Table for Ms. Ferris, our current CEO effective December 16, 2022. (3) “Compensation Actually Paid” to Mr. Norcross in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (b)(1) of the table above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules. (4) “Compensation Actually Paid” to Ms. Ferris in 2023 and 2022, reflects the amount set forth in column (b)(2) of the table above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules.
PAY VERSUS PERFORMANCE
| Year | 2020 | 2021 | 2022 | 2022 | 2023 | | PEO | Gary A. Norcross | Gary A. Norcross | Gary A. Norcross | Stephanie L. Ferris | Stephanie L. Ferris | | Summary Compensation Table (SCT) Total ($) | 17,905,009 | 25,023,771 | 45,321,374 | 15,830,864 | 19,435,522 | | Deduct: Amounts Reported under the “Stock Awards” Column in the SCT ($) | (12,385,502) | (14,339,482) | (30,599,876) | (12,922,017) | (9,005,347) | | Deduct: Amounts Reported under the “Option Awards” Column in the SCT ($) | (3,749,992) | (4,250,002) | — | (1,999,990) | (6,479,998) | | Increase: Fair Value of Awards Granted during the year that remain Outstanding and Unvested as of year-end ($) | 19,776,819 | 13,333,489 | — | 7,191,400 | 14,036,961 | | Increase: Fair Value of Awards Granted during the year that Vested during the year ($) | — | — | 14,537,377 | — | — | | Increase/deduct: Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of year-end ($) | 1,083,491 | (13,943,099) | — | (1,765,254) | (975,079) | | Increase/deduct: Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year ($) | (5,609,821) | 439,855 | (9,231,661) | — | (55,507) | | Deduct: Fair Value of Awards Granted Prior to year that were Forfeited during year ($) | (335,263) | (6,375,034) | (376,786) | (1,562,349) | (1,307,179) | | Compensation Actually Paid ($) | 16,684,741 | (110,502) | 19,650,428 | 4,772,653 | 15,649,373 |
PAY VERSUS PERFORMANCE
Categories with no values are excluded from the table above, which include: deduction for change in the actuarial present values, increase for service cost for pension plans, increase for prior service cost for pension plans, increase based upon incremental fair value of awards modified during the covered year, and increase based on dividends or other earnings paid during year prior to the vesting date of an award. The fair value of the stock options was determined using the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price, term, volatility, dividend yield, and risk-free rate as of the measurement date. The fair value of performance stock units with market condition was determined using the Monte Carlo model, and is based on (i) actual achievement of performance conditions for performance period completed or (ii) probable outcome of performance conditions as of each measurement date for performance periods not completed. The fair value of the performance stock units without market condition was determined using the stock price at each measurement date and is based on (i) actual achievement of performance conditions for performance period completed or (ii) probable outcome of performance conditions as of each measurement date for performance periods not completed. For the fair value of time-vested restricted stock units grant date fair values are based on stock price as of each measurement date. The fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements. (5) 2023 reflects the average compensation information for Ms. Tsai, Ms. Williams, Messrs. Gileadi, Hoag and Kehoe. (6) 2022 reflects the average compensation information for Ms. Tsai, Ms. Williams, Messrs. Gileadi, Hoag and Woodall. (7) 2021 reflects the average compensation information for Ms. Ferris, Messrs. Boyd, Lowthers, Ramji and Woodall. (8) 2020 reflects the average compensation information for Ms. Ferris, Messrs. Boyd, Heimbouch, Lowthers, Ramji, and Woodall. (9) “Average Compensation Actually Paid” to the Non-PEO NEOs listed above in each of 2023, 2022, 2021 and 2020 reflects the average amount set forth in column (d) of the table above, adjusted as set forth in the table below as determined in accordance with the applicable SEC rules.
PAY VERSUS PERFORMANCE
| Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | | Non-PEO NEOs | (8) | (7) | (6) | (5) | | SCT Total ($) | 16,506,772 | 10,257,289 | 8,545,905 | 6,589,756 | | Deduct: Amounts Reported under the “Stock Awards” Column in the SCT ($) | (3,801,637) | (3,948,192) | (5,423,849) | (3,534,107) | | Deduct: Amounts Reported under the “Option Awards” Column in the SCT ($) | (917,720) | (1,138,876) | (829,998) | (936,002) | | Increase: Fair Value of Awards Granted during the year that remain Outstanding and Unvested as of year-end ($) | 4,504,649 | 3,761,408 | 2,868,422 | 4,422,045 | | Increase: Fair Value of Awards Granted during the year that Vested during year ($) | 991,118 | — | 126,369 | — | | Increase/deduct: Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of year-end ($) | 149,092 | (3,579,308) | (540,179) | (220,778) | | Increase/deduct: Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year ($) | 364,656 | (15,284) | (598,284) | (82,400) | | Deduct: Fair Value of Awards Granted Prior to year that were Forfeited during year ($) | (2,930,723) | (2,639,788) | (993,174) | (350,703) | | Compensation Actually Paid ($) | 14,866,206 | 2,697,248 | 3,155,213 | 5,887,811 |
PAY VERSUS PERFORMANCE
Categories with no values are excluded from the table above, which include: deduction for change in the actuarial present values, increase for service cost for pension plans, increase for prior service cost for pension plans, increase based upon incremental fair value of awards modified during year, and increase based on dividends or other earnings paid during year prior to the vesting date of an award. The fair value of the stock options was determined using the Black-Scholes option pricing model. Adjustments have been made using stock option fair values as of each measurement date using the stock price, term, volatility, dividend yield, and risk-free rate as of the measurement date. The fair value of performance stock units with market condition was determined using the Monte Carlo model, and is based on (i) actual achievement of performance conditions for performance period completed or (ii) probable outcome of performance conditions as of each measurement date for performance periods not completed. The fair value of the performance stock units without market condition was determined using stock price at each measurement date and is based on (i) actual achievement of performance conditions for performance period completed or (ii) probable outcome of performance conditions as of each measurement date for performance periods not completed. For the fair value of time-vested restricted stock units grant date fair values are based on stock price as of each measurement date. Fair value calculation used herein is consistent with the fair value methodology used to account for share-based payments in our financial statements. (10) For the relevant fiscal year, represents the cumulative TSR of FIS for the measurement periods beginning on December 31, 2019 and ending on December 31 of each year 2023, 2022, 2021 and 2020, respectively, assuming the value of the investment in our common stock including reinvestment of dividends was $100. (11) For the relevant fiscal year, represents the cumulative TSR of the S&P Supercap Data Processing & Outsourced Services Index (the same industry index we use for purposes of the comparative total shareholder return graph in our Annual Report on Form 10-K for the year ended December 31, 2023) including reinvestment of dividends. In our 2023 Proxy Statement, we calculated the cumulative peer group total shareholder return using our benchmarking peer group, which included the following companies: Adobe, Inc., American Express Company, Automatic Data Processing, Inc., Broadridge Financial Solutions, Inc., Cognizant Technology Corporation, Discover Financial Services, DXC Technology Co., Fiserv, Inc., Global Payments Inc., Intuit Inc., Mastercard Incorporated, Nasdaq, Inc., PayPal Holdings, Inc., salesforce.com, Inc., SS&C Technologies, Inc., Square, Inc., Visa Inc., and VMware, Inc. We decided to change from using our benchmarking peer group to an industry index because the industry index and TSR performance are more readily available, and because using the industry index avoids the need to recalculate prior years’ results when a change is made to the benchmarking peer group, thereby improving comparability of results between years. If we had continued using the same benchmarking peer group, the cumulative peer group TSR, assuming $100 invested in such peer group including reinvestment of dividends, would have been $138.15 for 2020, $146.05 for 2021, $110.85 for 2022 and $149.36 for 2023. (12) Reflects “Net Income” in the companies Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (13) Company-selected Measure is the revenue metric used for the 2023 annual incentive program, which is based on GAAP revenue as well as revenue from discontinued operations, adjusted for the impact of foreign currency exchange rates. This metric is an important measure of the growth of the Company, our ability to satisfy our customers and to gain new customers, and the effectiveness of our products and solutions.
PAY VERSUS PERFORMANCE
| | 99 FIS GLOBAL |
PAY VERSUS PERFORMANCE
| | 101 FIS GLOBAL |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the named executive officers for 2023.
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| Performance measure | How calculated | Reason for use | | Revenue metric used for 2023 annual cash incentive program | Please see pages 67-69 | Please see pages 67-69 | | EBITDA metric used for 2023 annual cash incentive program | Please see pages 67-69 | Please see pages 67-69 | | Annual Organic Revenue Growth | The percentage increase of GAAP Revenue as reported in the Company’s current-period Annual Report on Form 10-K, as well as revenue from discontinued operations, excluding the impact of fluctuations in foreign currency exchange rates and revenues from our non-strategic businesses in our Corporate and Other Segment, compared to a revenue base for the prior period which is adjusted for the impact of acquisitions and divestitures. | Annual Organic Revenue Growth is a key metric that measures how the business is executing in growing its current business and generating new business. |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| Performance measure | How calculated | Reason for use | | Annual Margin Expansion | The percentage increase of Adjusted EBITDA divided by GAAP Revenue, both as reported in the Company’s Annual Report on Form 10-K and including discontinued operations. Adjusted EBITDA is defined as net earnings (loss) before net interest expense, net other income (expense), income tax provision (benefit), equity method investment earnings (loss), and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature as well as the impact of the non-strategic businesses in our Corporate and Other segment. | Annual Margin Expansion is a key metric used to monitor costs and determine the efficiency and scalability of the business as revenue grows. Combined with Organic Revenue Growth, these factors ensure growth of the fundamental business in a cost-focused manner. Annual Margin Expansion is widely followed by shareholders. | | Cash flow metric used for 2023 annual cash incentive program | Please see pages 67-69 | Please see pages 67-69 |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| | 103 FIS GLOBAL |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
Proposal 3 Ratification of Independent Registered Public Accounting Firm The Board recommends that the shareholders vote FOR the ratification of KPMG LLP as the Companys independent registered public accounting firm for 2024.