UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

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 the appropriate box):

Dear Fellow Shareholders,

As we confronted the challenges of the COVID-19 pandemic in 2020, we remained focused on our clients, people and communities. We continued to elevate the client experience through innovation across our financial services and payments ecosystem. We invested in our people to build capability for the future and supported our global team of more than 44,000 employees including through the Fiserv Cares program to assist employees who experienced unexpected financial hardships created by the pandemic. We deepened our commitment to creating a more diverse and inclusive workplace and have committed $50 million to supporting minority-owned small businesses and entrepreneurs through our Back2Business program. We entered 2021 with strong momentum, confidence in our broad, proven technology advantages, and a continued commitment to delivering differentiated value for our clients and superior financial results for our shareholders.

You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to be held online at www.virtualshareholdermeeting.com/FISV2021 on Wednesday, May 19, 2021 at 10:00 a.m. (CT). Details for attending the annual meeting are included in this proxy statement. Also enclosed are details for how and when to vote.

Your vote is very important to us, so if you are unable to attend the meeting, please vote in advance of the annual meeting, either online, by mail or by telephone, to ensure your shares are represented at the meeting.

Thank you for your continued support of Fiserv.

Sincerely,

Frank J. Bisignano

President and Chief Executive Officer

Notice of 2021 Annual Meeting of Shareholders

Time and Date

Wednesday, May 19, 2021 at 10:00 a.m. (CT)

Virtual Annual Meeting Site

www.virtualshareholdermeeting.com/FISV2021, where you will be able to listen to the annual meeting live, submit questions and vote online

Matters to Be Voted On

Who Can Vote

Holders of Fiserv stock at the close of business on March 22, 2021.

Participating in the Virtual Annual Meeting

The annual meeting will be held exclusively online via live webcast due to the continued risks presented by the COVID-19 pandemic, and the priority we place on the health and well-being of our shareholders, partners and employees. Holders of Fiserv stock at the close of business on March 22, 2021 are entitled to participate in, examine our shareholders’ list at, and submit questions in writing during, the annual meeting by visiting www.virtualshareholdermeeting.com/FISV2021. 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 9:30 a.m. (CT). Please allow ample time for the online check-in procedures.

Date of Mailing

On April 6, 2021, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

By Order of the Board of Directors,

Eric C. Nelson

Secretary

April 6, 2021

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 19, 2021: The proxy statement, 2020 Annual Report on Form 10-K and the means to vote by Internet are available at http://www.proxyvote.com.

Proxy Statement Table of Contents

At-A-Glance

Less than two years ago, we closed on the transformative combination of Fiserv and First Data. As we progressed through the integration of these two complementary businesses in early 2020, the world was transformed. We quickly mobilized to help our clients, people and communities confront the challenges of the COVID-19 pandemic. At the same time, we remained focused on advancing our diversity and inclusion efforts and taking meaningful action on executive compensation and governance matters.

Pandemic Response

In response to the COVID-19 pandemic, we took action to protect and promote the health, safety and well-being of our employees while continuing to deliver for our clients.

Diversity & Inclusion

We undertook a series of initiatives comprising our “Forward Together” plan to enhance our existing diversity and inclusion programs and our commitment to cultivating a diverse, respectful and inclusive workplace.

Executive Compensation

Cash Incentive Awards

As a result of the COVID-19 pandemic and the related decline in global economic activity, we experienced a significant decrease in payments volume and transactions beginning in late March 2020 that negatively impacted our merchant acquiring and payment-related businesses, which earn transaction-based fees, as well as modest

declines in other businesses. Although the pandemic was not a consideration at the time that the compensation committee established the performance objectives for our annual cash incentive award for 2020, it did not modify these goals in response to the pandemic. As a result, none of our named executive officers received a cash incentive payment for 2020.

Shareholder Engagement

We engaged with shareholders collectively owning approximately 26% of our outstanding shares, including our largest shareholder, New Omaha Holdings, L.P., regarding last year’s advisory vote on named executive officer compensation. Shareholders encouraged us to make performance share units a substantial portion of the annual equity awards granted to named executive officers. In response to this feedback and consistent with the compensation committee’s multi-year equity grant strategy, half of the equity granted to our chief executive officer, and one-third of the equity granted to our other continuing named executive officers, by the committee during the annual grant cycle in 2021 was in the form of performance share units with a three-year performance period. The shares subject to these performance share units will be issued based on relative total shareholder return (30% weighting), internal revenue growth (30% weighting), adjusted operating income (25% weighting), and adjusted earnings per share (15% weighting). With respect to the total shareholder return component, units will only vest at target if we rank in the 55^th percentile relative to the S&P 500 Index and will be capped at target if our absolute total shareholder return over the three-year period is negative.

Amendments to CEO Employment Agreement

On July 1, 2020, Mr. Bisignano became our chief executive officer and, in connection with his appointment, we entered into an amendment to his employment agreement that eliminated his excise and perquisite tax gross-ups and his right to receive certain severance payments and benefits, and have certain equity vest, if he terminated his employment without good reason within a specified period. The amendment also extended his non-competition and non-solicitation covenants from 12 months following any separation from employment to 24 months.

Governance Updates

In furtherance of our commitment to diversity and inclusion, the board of directors amended our governance guidelines to require that the initial list of candidates for any new independent director or outside chief executive officer candidate include qualified female and racially/ethnically diverse candidates. In addition, we plan to provide a copy of our Employment Information Report (EEO-1), to be filed with the U.S. government later this year, on our website.

Political Contributions

In response to continuing shareholder interest in matters related to political contributions:

Prior to our annual meeting of shareholders in 2022, we plan to provide on our website a copy of our political contributions policy and a report of monetary contributions and expenditures that includes the identity of and amount paid to each recipient. The report will be published annually and also include information regarding the non-deductible portion of dues and payments to trade associations (other than where annual dues or payments are less than $50,000) and payments to other tax-exempt organizations which may use such payments for political purposes, including organizations organized under section 501(c)(4) of the Internal Revenue Code.

Our Board of Directors

Recent Enhancements

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. The board of directors recommends that you vote “FOR” each of its nominees for director.

Who We Are

How We Are Selected, Elected and Evaluated

More About Nominees

All of the nominees for election as director at the annual meeting are incumbent directors and have been nominated in accordance with our by-laws, including Article IX which was adopted in connection with the First Data transaction, contains certain governance terms, and will expire by its terms immediately following our 2021 annual meeting of shareholders. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for re-election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose.

Vote Required

Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. In a contested election, as determined by our chairman 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. 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.

What We Look for in Directors

The committee regularly assesses the appropriate size of the board of directors, the skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The nominating and corporate governance committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, an ability to represent the long-term interests of shareholders, and sufficient time to devote to board activities. The committee, and our board, expect that the board will reflect racial, ethnic and gender diversity. Currently, 40% of our directors are diverse in gender, race and/or ethnicity. Further to our commitment to diversity and inclusion, the board recently amended our governance guidelines to specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates.

How We Nominate Directors

Subject to the requirements in Article IX of our by-laws, the nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee utilizes a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the Nominating and Corporate Governance Committee Charter. Recommendations for consideration by the committee must be submitted in writing to the

corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2022 Annual Meeting.”

How We Evaluate Our Performance

The board of directors considers the performance of the board and of individual directors, and each committee of the board reviews its performance, on an annual basis. Our board believes that a meaningful annual evaluation process promotes good governance practices and enhances the effective functioning of the board.

Questionnaires

Directors anonymously complete individual, board and board committee evaluations.

Annual Results

The chairman of the board reviews and discusses individual director performance evaluations with each director. The results of the board evaluations are reviewed and discussed by the nominating and corporate governance committee and the board. Each committee discusses the results of its performance survey and shares the results with the full board.

Action Plans

The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to continuously improve the operation and performance of the board and its committees. Among other things, a variety of board meeting content regarding the company and our industry, as well as the establishment of the technology risk committee, resulted from discussions stemming from annual reviews.

How We Are Organized

Our Independence

Our board of directors has determined that Alison Davis, Henrique de Castro, Harry F. DiSimone, Dennis F. Lynch, Heidi G. Miller, Scott C. Nuttall, Denis J. O’Leary, Doyle R. Simons, and Kevin M. Warren are “independent” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). Each member of the committees of our board of directors is independent, and the members of our audit and compensation committees satisfy the additional independence criteria applicable to those committees under NASDAQ or Securities and Exchange Commission rules. In addition, each member of the compensation committee is a non-employee director. Mr. Bisignano is not independent because he is a current employee of Fiserv, and Jeffery W. Yabuki was not independent because he was an employee of Fiserv during his service on the board.

Our Meetings and Attendance

During our fiscal year ended December 31, 2020, our board of directors held ten meetings. During 2020, each director attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on our board or such committees. Our directors meet in executive session without management present at each regular meeting of the board of directors.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2020 annual meeting of shareholders attended the meeting.

Our Leadership

Mr. Yabuki served as chairman and chief executive officer through June 30, 2020 and, following Mr. Bisignano’s succession as chief executive officer on July 1, as executive chairman through December 31, 2020. During 2020, Mr. O’Leary served as our lead independent director discharging the responsibilities set forth in our governance guidelines. Immediately following the First Data transaction, the board believed that having a combined chairman and chief executive officer and a lead director assisted in the timely flow of relevant information, which supported effective board decision-making, enhanced integration efforts and provided a useful connection between the board and management allowing for board actions to be efficiently executed. Effective January 1, 2021, Mr. O’Leary became the independent chairman of the board. Separating the role of chief executive officer and chairman of the board is consistent with our historical practice and allows our leaders to focus on their respective responsibilities. Our chief executive officer is responsible for, among other things, setting our strategic direction and providing day-to-day leadership. Our chairman presides at all meetings of the shareholders and the board of directors, sets the agenda for board meetings, and performs such other duties as from time to time may be assigned to him by the board.

Our Committees

Our board of directors has four standing committees: an audit committee; a compensation committee; a nominating and corporate governance committee; and a technology risk committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters available free of charge on our website at http://investors.fiserv.com/corporate-governance. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.” In addition, in accordance with Article IX of our amended and restated by-laws, the board has constituted a committee of continuing Fiserv directors and a committee of continuing First Data directors both of which will cease to exist immediately following our 2021 annual meeting of shareholders.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Technology Risk Committee

How We Govern

The board of directors is responsible for providing advice and oversight of the strategic and operational direction of the company to support our and our shareholder’s long-term interests.

Strategic Oversight

Our board is responsible for reviewing management’s strategic and financial plans. The board also monitors corporate performance against those plans including overseeing operating results on a regular basis. At least quarterly, the chief executive officer, chief financial officer and other members of management provide detailed business and strategy updates to our board. At these reviews, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; our budget, capital allocation plan, and financial and operating performance; the competitive landscape; product and technology updates; and potential acquisitions, investments and partnerships. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies.

Risk Oversight

Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks facing the company 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 at the committee level, regularly engages with management about risks faced by the company.

Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Technology Risk Committee

Review, Approval or Ratification of Transactions with Related Persons

We have adopted a written policy requiring that any related person transaction that would require disclosure under Item 404(a) of Regulation S-K under the Exchange Act be reviewed and approved by our audit committee or, if the audit committee is not able to review the transaction for any reason, a majority of our disinterested directors. Compensation matters regarding our executive officers or directors are reviewed and approved by our compensation committee. The policy also provides that, at least annually, any such ongoing, previously approved related person transaction is to be reviewed by the body that originally approved the transaction: to ensure that it

is being pursued in accordance with all of the understandings and commitments made at the time that it was previously approved; to ensure that the commitments being made with respect to such transaction are appropriately reviewed and documented; and to affirm the continuing desirability of and need for the related person arrangement.

All relevant factors with respect to a proposed related person transaction will be considered, and such a transaction will only be approved if it is in our and our shareholders’ best interests or, if an alternate standard of review is imposed by applicable laws, statutes, governing documents or listing standards, if such alternate standard of review is satisfied.

On December 14, 2020, New Omaha Holdings, L.P., a shareholder of the company and affiliate of KKR & Co. Inc., completed an underwritten secondary public offering of 20.1 million shares of our common stock. New Omaha received all of the net proceeds from the offering. In connection with the offering, we repurchased from the underwriters 1.8 million shares of our common stock at a price equal to the price per share paid by the underwriters to New Omaha, or approximately $200 million in the aggregate. The repurchased shares were purchased with cash on hand, cancelled upon purchase and are no longer outstanding. The board of directors, other than Mr. Nuttall, unanimously reviewed and approved the share repurchase transaction in advance after determining that it was in the best interests of the company and our shareholders. Prior to the offering, New Omaha owned approximately 16% of our outstanding shares of common stock, and, following the offering, New Omaha owned approximately 13% as of December 31, 2020. In addition, in 2020, Sam Lituchy, an employee of the company and the son-in-law of Mr. Bisignano, received base salary and incentive compensation of $219,975 and restricted stock units having a grant date fair value of $60,047 and was eligible to participate in our employee benefit plans generally available to other employees.

How We Are Paid

Objectives for Director Compensation

Qualified non-employee directors are critical to our success. We believe that the primary duties of non-employee directors are to effectively represent the long-term interests of our shareholders and to provide guidance to management. Our compensation program for non-employee directors is designed to meet several key objectives:

The compensation committee of the board of directors reviews non-employee director compensation every other year and considers our financial and strategic performance, general market conditions and non-employee director compensation at the peer group companies set forth below under “Compensation Discussion and Analysis – Determining and Structuring Compensation – Structuring Compensation – Peer Group.”

Elements of 2020 Director Compensation

In response to the COVID-19 pandemic, all cash fees payable to non-employee directors were suspended effective April 1, 2020 through December 31, 2020 and, in concert with these reductions, we committed funds to our Fiserv Cares program to help our employees cope with financial hardships created by the pandemic and other qualifying events.

Our 2020 non-employee director compensation program is summarized below:

Restricted stock units vest on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the first annual meeting of shareholders following the grant date. All cash fees are payable quarterly in arrears and may be subject to deferral elections. Committee fees are payable with respect to each committee on which a director serves.

In 2021, the board established the compensation payable to an independent board chair recognizing such director’s significant involvement in board and governance matters. The annual compensation is comprised of (i) $90,000 in cash and (ii) such number of restricted stock units as is determined by dividing $90,000 by the closing price of our common stock on the grant date. The chairman fee is in addition to the standard board fee and annual equity grant.

Stock Ownership Requirements

Under our stock ownership policy, non-employee directors are required to accumulate, within five years after joining the board, and hold our common stock having a market value equal to at least four times (4x) the sum of the standard annual board cash fee plus the value of the standard annual equity award. All non-employee directors are in compliance with our stock ownership policy.

Non-Employee Director Deferred Compensation Plan

We maintain a non-employee director deferred compensation plan that provides directors with flexibility in managing their compensation and promotes alignment with the interests of our shareholders. Each non-employee director may defer up to 100% of his or her cash fees, and based on his or her deferral election, the director is credited with a number of share units at the time he or she would have otherwise received the fees being deferred. Each non-employee director also may defer receipt of up to 100% of shares due upon vesting of restricted stock units. Based on his or her election, the director is credited with one share unit for the receipt of each such share that is deferred. Share units are equivalent to shares of our common stock but have no voting rights.

Upon cessation of service on the board, the director receives one share of our common stock for each share unit. Share units credited to a director’s account are considered awards granted under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan and count against that plan’s share reserve.

2020 Director Compensation

How to Communicate with Us

Shareholders may communicate with our board of directors or individual directors by submitting communications in writing to us at 255 Fiserv Drive, Brookfield, Wisconsin 53045, Attention: Eric C. Nelson, Secretary. Shareholders may also contact us by e-mail through our investor relations department at investor.relations@fiserv.com. Communications addressed to the board of directors or individual directors, other than business solicitations or similar communications, will be provided to our board of directors or individual directors, as applicable.

Our Executive Pay

Proposal 2. Advisory Vote to Approve Executive Compensation

Background

We are conducting a non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, in accordance with Section 14A of the Exchange Act (commonly referred to as “Say-on-Pay”). Our shareholders previously expressed a preference that we hold Say-on-Pay votes on an annual basis, and our board of directors accordingly determined to hold Say-on-Pay votes every year until the next required advisory vote on the frequency of future Say-on-Pay votes.

During 2020, we faced unprecedented challenges and opportunities while transforming our company, including through changes in our leadership and the integration of First Data, and fulfilling our purpose of serving clients with the innovative products and solutions they need every day. Our financial performance for the year was impacted by the effects of the pandemic on the global economy, and while not reflective of our original expectations, our financial results demonstrate the strength and resilience of our business model. We had strong sales performance, expanded our adjusted operating margin and achieved record adjusted earnings per share and free cash flow. We continued our disciplined approach to capital deployment which included debt repayment, share repurchase and acquisitions. Progress against our merger-related synergy execution accelerated as we invested in innovative products and solutions. Our named executive officer compensation reflected the impact of the pandemic on our company and incorporated feedback received from our shareholders.

Pandemic Response. In response to the pandemic’s impact on our business and our people, we took a number of actions impacting executive officer compensation:

Shareholder Engagement.

CEO Succession. On July 1, 2020, Mr. Bisignano became our chief executive officer and, in connection with his appointment and considering shareholder feedback, we entered into an amendment to his employment agreement that eliminated his excise and perquisite tax gross-ups and his right to receive certain severance payments and benefits, and have certain equity vest, if he terminated his employment without good reason within a specified period. The amendment also extended his non-competition and non-solicitation covenants from 12 months following any separation from employment to 24 months.

Pay-for-Performance Philosophy. Our compensation committee seeks to structure compensation that incentivizes our leaders to strive for market-leading performance, which we expect will translate into long-term value for our shareholders, and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

Our Policies. We have: (i) a stock ownership policy that requires our executive officers to maintain a substantial investment in Fiserv; (ii) a policy that prohibits executive officers from hedging or pledging our stock; and (iii) a compensation recoupment, or “clawback,” policy, all of which we believe align the interests of our named executive officers with those of our shareholders.

We encourage shareholders to review the “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under the heading “Executive Compensation.”

Proposed Resolution

The board endorses the compensation of our named executive officers and recommends that you vote in favor of the following resolution:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including under the heading ‘Compensation Discussion and Analysis’ and in the tabular and narrative disclosures under the heading ‘Executive Compensation.’”

Vote Required, Effect of Vote and Recommendation of the Board of Directors

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, 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 in favor of this proposal.

Because the vote is advisory, it will not be binding upon the board or the compensation committee, and neither the board nor the compensation committee will be required to take any action as a result of the outcome of the vote on this proposal. Although the outcome of this vote is advisory, the compensation committee will carefully consider the outcome of the vote when considering future executive compensation decisions to the extent it can determine the cause or causes of any significant negative voting results.

The board of directors recommends that you vote “FOR” Proposal 2.

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis addresses compensation for our named executive officers for 2020.

As a global leader in payments and financial technology, we help clients achieve best-in-class results through a commitment to innovation and excellence. Our aspiration is to move money and information in a way that moves the world. Our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do. We remained focused on the creation of long-term shareholder value as we confronted the challenges of the COVID-19 pandemic. In 2020, our financial performance was impacted by the effects of the pandemic on the global economy, and while not reflective of our original expectations, our financial results demonstrate the strength and resilience of our business model. We had strong sales performance, expanded our adjusted operating margin and achieved record adjusted earnings per share and free cash flow. We continued our disciplined approach to capital deployment which included debt repayment, share repurchase and acquisitions.

We believe that named executive officer compensation can be used to help us achieve our objectives by paying for performance, thereby aligning the interests of our named executive officers with those of our shareholders. To that end, our named executive officer compensation reflected the impact of the pandemic on our company and incorporated feedback received from our shareholders.

Shareholder Feedback

We engaged with shareholders collectively owning approximately 26% of our outstanding shares, including our largest shareholder, New Omaha Holdings, L.P., regarding last year’s advisory vote on named executive officer compensation where our shareholders approved such compensation by approximately 73% of the votes cast. Shareholders encouraged us to make performance share units a substantial portion of the annual equity awards granted to named executive officers. In response to this feedback and consistent with the compensation committee’s multi-year equity grant strategy, half of the equity granted to our chief executive officer, and one-third of the equity granted to our other continuing named executive officers, by the committee during the annual grant cycle in 2021 was in the form of performance share units with a three-year performance period. The shares subject to the performance share units granted in 2021 will be issued based on relative total shareholder return (30% weighting), internal revenue growth (30% weighting), adjusted operating income (25% weighting), and adjusted earnings per share (15% weighting). With respect to the total shareholder return component, the corresponding number of units will only vest at target if we rank in the 55^th percentile relative to the S&P 500 Index and will be capped at target if our absolute total shareholder return over the three-year period is negative. In addition, in response to shareholder feedback, we amended Mr. Bisignano’s employment agreement in connection with his appointment as chief executive officer to eliminate his excise and perquisite tax gross ups. The committee will continue to consider the results of shareholder advisory votes about our named executive officer compensation.

CEO Succession

On July 1, 2020, Mr. Bisignano became our chief executive officer. In connection with Mr. Bisignano’s appointment, we entered into an amendment to his employment agreement that eliminated his excise and perquisite tax gross-ups and his right to receive certain severance payments and benefits, and have certain equity vest, if he terminated his employment without good reason within a specified period. The amendment also extended his non-competition and non-solicitation covenants from 12 months following any separation from employment to 24 months. We also entered into a negotiated transition agreement with Mr. Yabuki pursuant to which he agreed to serve as executive chairman until December 31, 2020. The agreements are further described below under the heading “Agreements with Executive Officers.”

Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. The table below summarizes our current executive compensation practices.

Determining and Structuring Compensation

Compensation Philosophy and Objectives

The goal of our executive compensation program is the same as our goal for operating our company: to create long-term value for our shareholders and clients. To this end, we design our compensation program to incentivize and reward our executive officers for sustained financial, operating and strategic performance, to align their interests with those of our shareholders, and to encourage them to remain with the company for long and productive careers. Our compensation committee also seeks to structure compensation that is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

Determining Compensation

The Compensation Committee’s Role

The compensation committee of the board of directors is responsible for, among other things:

With respect to executive officers, at the beginning of each year, the compensation committee sets base salaries, approves incentive opportunities, grants annual equity compensation and establishes objective performance targets for the year.

Management’s Role

Our chief executive officer annually completes a self-appraisal of his performance. For 2020, his appraisal focused on financial results, integration progress, synergy attainment, employee engagement, client results and leadership. The appraisal, along with the recommendations of the nominating and corporate governance committee, which administers the annual evaluation of the chief executive officer by the board, is considered by the compensation committee in its annual review of our chief executive officer’s performance and compensation. Our chief executive officer does not attend the portion of any compensation committee meeting during which the committee deliberates on matters related specifically to his compensation. Management

compiles market data and information to make recommendations to the compensation committee regarding compensation matters. In addition, our chief executive officer makes recommendations to the compensation committee concerning the compensation of executive officers other than himself.

Consultant’s Role

In 2020, the compensation committee engaged Pay Governance, LLC (“Pay Governance”) to advise it regarding director and executive officer compensation, including performance share unit design and our peer group. Pay Governance also provided the company with market compensation data and analysis, assistance with tally sheet calculations and assistance with certain proxy statement-related calculations. Management used the market data provided by Pay Governance to make recommendations to the committee regarding compensation matters, and the committee used these data to assess chief executive officer compensation. The committee reviewed Pay Governance’s work and its policies and procedures regarding ensuring independence and concluded that Pay Governance was able to provide independent advice regarding executive compensation matters during its engagement.

Tally Sheets

The compensation committee reviews executive officer compensation tally sheets each year. These summaries set forth the dollar amount of all components of each named executive officer’s compensation, including base salary, annual target cash incentive compensation, annual target equity incentive compensation, value of unvested equity, and potential severance payments, allowing the committee to review an executive officer’s total compensation.

Structuring Compensation

Components of Compensation

The principal elements of compensation that we provide to our named executive officers are base salary, annual cash incentive awards and equity incentive awards.

Base Salary

We provide base salary to compensate an executive officer for their regular work and provide a level of income security. When determining base salaries, the compensation committee considers market data, an executive officer’s scope of responsibilities, the market value of their experience, overall effectiveness, and, except in the case of the base salary of our chief executive officer, the recommendations of our chief executive officer.

Annual Cash Incentives

We believe it is important to provide annual cash incentives to motivate our executive officers to achieve annual financial and strategic results that, in turn, further our achievement of long-term objectives. We seek to offer cash awards in large enough proportion to base salary to ensure that a significant portion of each executive officer’s cash compensation is “at risk” and payable based on performance. Generally, our compensation committee annually determines the performance objectives for, and potential amounts of, our cash incentive awards.

Long-Term Equity Incentives

We seek to create incentives to achieve long-term goals by granting equity awards with multi-year performance periods to promote the achievement of long-term performance objectives and to align our executive officers’ economic interests with those of our shareholders. We also grant equity awards with multi-year vesting periods, the ultimate value of which depends on our share price. These awards promote retention and further align the interests of our executive officers and shareholders.

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.

Peer Group

In setting compensation levels for our executive officers, the 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 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 compensation committee-approved peer group that we used for 2020 compensation is set forth below:

We believe our peer group comprises companies that: compete with us for talent; directly compete with us in our primary businesses; have similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and are of similar size based primarily on annual revenue and market capitalization.

2020 Named Executive Officer Compensation

Base Salaries

The compensation committee increased the annual base salary of each of Messrs. McGranahan and Vielehr for 2020 to $550,000, each from a base salary of $510,000 in 2019, to reflect their increased scope of responsibility at a larger, more complex company following our acquisition of First Data in 2019 and to align their base salaries to executive officers at peer group companies with a similar scope of responsibility. The compensation committee did not increase the base salaries of any other named executive officers in 2020.

In 2020, in response to the pandemic’s impact on our business and employees, we suspended the payment of base salary to Messrs. Bisignano and Yabuki and reduced the base salary payable to Messrs. Hau, McGranahan and Vielehr by 20%, in each case beginning on April 1, 2020 through the end of the year. In concert with these reductions, we contributed funds to our Fiserv Cares program to help our employees cope with financial hardships created by the pandemic and other qualifying events. In addition, Mr. Chiarello donated shares of our common stock owned by him with a value equivalent to 20% of his annual base salary for 2020 to our Fiserv Cares program.

Cash Incentive Payments

As described below, because the company did not achieve the threshold annual cash incentive financial performance objectives, no cash incentive payments were made to any of our named executive officers.

In February 2020, consistent with past practice, the compensation committee set corporate performance objectives for annual cash incentive awards that were consistent with prior years and focused on financial metrics and the executive officer’s progress with respect to strategic initiatives including employee engagement and client initiatives. The objectives did not take into account, and were not adjusted in response to, the COVID-19 pandemic. For 2020, the company had adjusted earnings per share of $4.42 and internal revenue was consistent with the prior year, neither of which met the threshold objective. A discussion of how adjusted earnings per share and internal revenue growth is calculated from GAAP earnings per share and revenue, respectively, is provided in Appendix A to this proxy statement.

The threshold, target and maximum potential payouts for Messrs. Hau, McGranahan and Vielehr are shown in the Grants of Plan-Based Awards in 2020 table below and were set at a level generally consistent with the preceding year. The committee set a target incentive opportunity for Mr. Chiarello of $5 million, cash and equity combined, based on his previous target incentive opportunity. Had the performance objectives been achieved, the amount of Mr. Bisignano’s cash incentive award would have been determined in accordance with his employment agreement which provides for a cash incentive award as a part of his total annual target compensation, made up of base salary, annual cash incentive award and long-term equity incentive awards, of between $10 million and $15 million.

Equity Incentive Awards

2021 Performance Share Units

We engaged with shareholders collectively owning approximately 26% of our outstanding shares, including our largest shareholder, New Omaha Holdings, L.P., regarding last year’s advisory vote on named executive officer compensation. Shareholders encouraged us to make performance share units a substantial portion of the annual

equity awards granted to named executive officers. In response to this feedback and consistent with the compensation committee’s multi-year equity grant strategy, half of the equity granted to our chief executive officer, and one-third of the equity granted to our other continuing named executive officers, by the committee during the annual grant cycle in 2021 was in the form of performance share units with a three-year performance period. The vesting criteria are discussed above under the heading “Executive Summary – Shareholder Feedback.”

Annual Equity Awards in 2020

In February 2020, we granted annual equity awards that vest ratably over four years to our named executive officers based on the level of each executive officer’s responsibilities within the company and the committee’s judgment of each executive’s performance with respect to strategic impact, building of organizational capacity, talent development, risk management, financial results, including adjusted earnings per share and internal revenue growth, and, other than with respect to his own awards, the recommendation of our chief executive officer. The mix of options and restricted stock units granted was determined by the committee based in part on the recommendation of the chief executive officer and an understanding of individual preference. We did not grant performance share units in February 2020 in light of the performance share unit grants we made in August 2019 following the First Data acquisition which were designed to create strong, multi-year incentives to achieve the significant revenue and expense synergies associated with the transaction as well as to encourage relative total shareholder return outperformance.

The compensation committee granted Mr. Yabuki, as our chief executive officer at the time, stock options and restricted stock units each having a grant date fair value of approximately $5.9 million and Mr. Bisignano, as our president and chief operating officer at the time, stock options and restricted stock units each having a grant date fair value of approximately $5.6 million. The committee considered each of Mr. Yabuki’s and Mr. Bisignano’s performance with respect to strategic impact, building of organizational capacity, leadership development, risk management and financial results, including adjusted earnings per share and internal revenue growth, in connection with their respective awards. The compensation committee set a target equity incentive opportunity for Messrs. Hau, McGranahan and Vielehr, and a target incentive opportunity for Mr. Chiarello, at levels commensurate with their experience and responsibilities and comparable to the equity compensation available to individuals holding similar positions at our peer companies. This resulted in an increase to the target opportunity for Messrs. Hau, McGranahan and Vielehr as a percentage of annual base salary for 2020. The grant date fair value of the annual equity incentive awards – restricted stock units and options – as a percentage of annual base salary for 2020 were as follows:

As required by his employment agreement and in addition to his annual equity incentive award, we granted Mr. McGranahan stock options having a grant date fair value of approximately $3.0 million which will vest in equal installments on the third and fourth anniversaries of the grant date.

2018 Performance Share Units

The company’s performance share units granted in 2018, with a three-year performance period ended on December 31, 2020, vested at 149.6% of the target award level based on our internal revenue growth of 4.5% in 2018 (20% weighting) and our total shareholder return outperformance of the S&P 500 Index by 24.8 percentage points over the three-year period ended December 31, 2020 (80% weighting). Upon vesting and subject to required tax withholding, Messrs. Yabuki, Hau, McGranahan and Vielehr became entitled to receive 42,810, 10,703, 31,683 and 52,662 shares of our common stock, respectively.

Other Elements of Compensation

Post-Employment Benefits

We provide severance and change-in-control protections to our named executive officers through agreements which are discussed below under the heading “Agreements with Executive Officers.”

Perquisites

Under Mr. Bisignano’s employment agreement, he is entitled to reasonable use of our company aircraft for personal travel and company-provided car and driver as well as financial planning assistance. Under Mr. Yabuki’s transition agreement, he was eligible to receive similar perquisites. More information regarding perquisites provided to our named executive officers is available in footnote 4 to the Summary Compensation Table below.

Retirement Savings Plan and Health and Welfare Benefits

We provide subsidized health and welfare benefits to our named executive officers, which include medical, dental, life insurance, disability insurance and paid time off on the same terms generally available to all salaried employees, subject to limitations under applicable law. Our named executive officers, however, were not eligible in 2020 for company matching contributions under our 401(k) savings plan or company contributions to health savings accounts. We do not provide a separate pension program or a supplemental executive retirement 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 retirement. Distributions will also occur in connection with any other separation from service, or upon death or a change in control. 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 or had a balance in our non-qualified deferred compensation plan during 2020. We therefore have not included a Non-Qualified Deferred Compensation table for 2020 in this proxy statement.

Additional Compensation Policies

Securities Trading Policy; Prohibition on Hedging and Pledging

We prohibit our executive officers from trading in our common stock during certain periods at the end of each quarter until after we disclose our financial and operating results unless such trading occurs under an approved Rule 10b5-1 plan. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we require pre-clearance of all stock transactions by designated senior members of management and our board of directors, including the establishment of a Rule 10b5-1 trading plan.

We also prohibit our employees, officers and directors, as well as any of their designees, from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the value of our common stock granted to, or held directly or indirectly by, our employees, officers and directors, including through the use of financial instruments such as prepaid variable forwards, equity swaps collars and exchange funds. Our employees, officers and directors are also prohibited from engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock.

Stock Ownership

We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our chief executive officer to own equity having a value of at least twelve times (12x) his annual base salary and our other executive officers to own equity having a value of at least four times (4x) their respective annual base salaries. We believe that these levels are sufficiently high to demonstrate a commitment to long-term value creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. All named executive officers are in compliance with these requirements.

Compensation Recoupment Policy

In the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of the board, from any person who was serving as an executive officer of the company at the time the original results were published. Both cash and equity incentive awards are subject to recoupment; there is no time limit on our ability to recover such amounts, other than limits imposed by law; and recoupment is available to us regardless of whether the individuals subject to recoupment are still employed by us when repayment is required. To the extent recoupment is sought, the board of directors may, in its discretion, seek to recover interest on amounts recovered and/or costs of collection, and we have the right to offset the repayment amount from any compensation owed by us to any executive officer. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for determining whether recoupment is appropriate and the specific amount, if any, to be recouped by us.

Equity Award Grant Practices

The 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 compensation 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 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 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 NASDAQ stock market on the grant date.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to covered employees, which group typically includes our named executive officers. The compensation committee may establish compensation arrangements that otherwise may not be fully tax deductible under applicable tax laws if it believes such compensation arrangements will further the objectives of our executive compensation program.

Agreements with Executive Officers

Bisignano Employment Agreement

In 2019 and in connection with the First Data acquisition, we entered into an employment agreement with Mr. Bisignano which was amended in May 2020 in connection with his promotion to president and chief

executive officer effective as of July 1, 2020. As amended, his employment agreement provides that Mr. Bisignano will serve as our president and chief executive officer until July 1, 2025 and, subject to election by our shareholders, as a director during the specified period. The agreement will automatically renew for one-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement.

Under his employment agreement, as amended, Mr. Bisignano is entitled to receive: (i) an annual salary of at least $1,320,000; (ii) total annual target compensation, made up of base salary, annual cash incentive award and long-term equity incentive awards, between $10 million and $15 million; (iii) annual long-term equity awards having an aggregate grant date fair value of not less than $10 million minus the amount of base salary and cash incentive award paid in respect of such year; (iv) reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and (v) 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, his employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Bisignano’s employment agreement and key executive employment and severance agreement, or “KEESA,” resulted from an arm’s-length negotiation at the time of the First Data acquisition, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry.

Other Employment Agreements

We entered into an agreement with each of Messrs. Hau, McGranahan and Vielehr in connection with the start of their employment with us. Under Mr. Hau’s agreement, he is entitled to receive: (i) an annual salary of at least $625,000; (ii) an annual cash incentive opportunity with a target and maximum award of 110% and 220% of base salary, respectively; (iii) an annual equity award with an annual target of $2 million; and (iv) reimbursement of relocation expenses.

Under his agreement, Mr. McGranahan is entitled to receive: (i) an annual salary of at least $510,000; (ii) an annual cash incentive opportunity with a target and maximum award of 115% and 230% of base salary, respectively; (iii) an annual equity incentive opportunity with a target of $1 million; (iv) an additional equity award of $3 million in February 2020, which will vest in equal installments on the third and fourth anniversaries of grant; and (v) reimbursement of relocation expenses.

We agreed to employ Mr. Vielehr under his employment agreement until one party provides the other with a notice of termination. Under his employment agreement, Mr. Vielehr is entitled to receive: (i) an annual salary of at least $470,000; (ii) an annual cash incentive opportunity; and (iii) an annual equity award opportunity with a target of at least 200% of base salary.

In addition, Messrs. Hau, McGranahan and Vielehr are entitled to receive employee, welfare, retirement and other benefits as are generally made available to our executive officers. The terms of each of their agreements and KEESAs resulted from arm’s-length negotiations, and, as a result, we believe the terms reflect the market terms for a leader of a company of our size in our industry.

Yabuki Agreements

Mr. Yabuki served as our chief executive officer through June 30, 2020 and as our executive chairman through December 31, 2020. On May 7, 2020, we entered into a negotiated transition agreement with Mr. Yabuki regarding his transition to executive chairman until December 31, 2020. The transition agreement superseded Mr. Yabuki’s employment agreement and key executive employment and severance agreement except to the extent specifically set forth in the transition agreement.

Under his employment agreement, Mr. Yabuki was entitled to, among other things: (i) participate in our executive incentive compensation plan with a target and maximum cash incentive award of not less than 175% and 350% of his base salary, respectively; and (ii) receive grants of options, restricted stock and/or other awards under our

long-term incentive compensation program commensurate with his position, with each year’s award having a grant date fair value of at least $8 million. Pursuant to his negotiated transition agreement, during the transition period, Mr. Yabuki was entitled to continue to receive: (i) an annual base salary of $1,320,000, (ii) employee, welfare, retirement and other benefits as are generally made available to other executive officers, and (iii) certain perquisites, fringe and other benefits. Mr. Yabuki was not eligible for an annual cash incentive award for 2020 in accordance with the terms of his transition agreement.

As required by his transition agreement, Mr. Yabuki received a grant of restricted stock units on December 31, 2020 with an initial grant date fair value of approximately $12.7 million. This negotiated grant value was based on, among other matters, his contribution to the progress the company made with respect to strategic, integration and synergy attainment and was subject to reduction based on the incentive compensation paid to Mr. Bisignano in respect of our performance in 2020; provided that the final grant date fair value of the restricted stock unit award could be no less than $4 million. The initial grant date fair value equaled 125% of a target grant date fair value of approximately $10.2 million which the committee determined to be consistent with current market compensation for one half year of service as chairman and chief executive officer and one half year of service as executive chairman. Mr. Yabuki’s award was subsequently reduced to a value of approximately $11.2 million as of January 29, 2021 in accordance with the formula set forth in the transition agreement to align the value of Mr. Yabuki’s award to the incentive compensation paid to Mr. Bisignano for 2020.

Mr. Yabuki is also entitled to certain benefits following the end of his transition period as more fully described below under “Potential Payments Upon Termination or Change in Control.” The terms of Mr. Yabuki’s transition agreement resulted from an arm’s-length negotiation with our compensation committee, and, as a result, we believe the terms reflect the market terms for this type of transition of a leader of a company of our size in our industry.

Key Executive Employment and Severance Agreements

We have entered into KEESAs, with certain of our executive officers that provide for potential benefits in connection with a change in control. A complete discussion of the terms of the KEESAs, together with an estimate of the amounts potentially payable under each KEESA, appears below under the heading “Potential Payments Upon Termination or Change in Control.”

Compensation Committee Report

The 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 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, 2020.

Scott C. Nuttall, Chair

Alison Davis

Harry F. DiSimone

Doyle R. Simons

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, there were no 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 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, our next three highest paid executive officers and our former chief executive officer and executive chairman (collectively, our “named executive officers”) for the year ended December 31, 2020.

Grants of Plan-Based Awards in 2020