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,

In 2021, Fiserv had another successful year of delivering on our growth agenda in the midst of a dynamic environment. We delivered strong financial results and our disciplined approach to capital allocation continued with acquisitions, debt repayment and share repurchases. We continued to invest in the business to fuel further growth and innovate to provide value for our clients. As the operating system for commerce and money movement across our client base of businesses large and small, banks, credit unions, and fintechs, we’re helping our clients grow by extending our platform to capture new services and new money flows.

Our commitment to diversity and inclusion, including through training and leadership programs, employee resource groups, partnerships and programs such as Back2Business supporting small, minority-owned businesses, remains a top priority along with the health and well-being of our associates. We continue to progress on our corporate responsibility and environmental stewardship practices and reporting, and remain focused on implementing leading governance practices.

As previously announced, we will see changes in our board this year. In this regard, I would like to thank Denis O’Leary, Dennis Lynch, and Scott Nuttall for their years of service to Fiserv. We are grateful for their valuable insights, contributions and guidance during their tenure.

Our annual meeting will be held online at www.virtualshareholdermeeting.com/FISV2022 on Wednesday, May 18, 2022, at 10:00 a.m. Central time. Details for attending the annual meeting, and how and when to vote, are included in this proxy statement.

Your vote is very important to us. If you are unable to attend the annual meeting, please vote in advance of the meeting online, by mail or by telephone to ensure your shares are represented. Thank you for your continued support and investment in Fiserv.

Sincerely,

Frank J. Bisignano

President and Chief Executive Officer

Notice of 2022 Annual Meeting of Shareholders

Time and Date

Wednesday, May 18, 2022, at 10:00 a.m. (CT)

Virtual Annual Meeting Site

www.virtualshareholdermeeting.com/FISV2022, where you will be able to listen to the annual meeting live, submit questions and vote online

Matters to Be Voted On

Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Who Can Vote

Holders of Fiserv stock at the close of business on March 21, 2022.

Participating in the Virtual Annual Meeting

The annual meeting will once again be held exclusively via live webcast to support the health and well-being of our shareholders, directors and employees, facilitate broad shareholder attendance and provide a consistent experience to all shareholders regardless of location. Holders of Fiserv stock at the close of business on March 21, 2022, are entitled to participate in, examine our shareholders’ list at, and submit questions in writing during, the annual meeting by visiting www.virtualshareholdermeeting.com/FISV2022. 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 5, 2022, 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 5, 2022

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 18, 2022: The proxy statement, 2021 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

Shareholder Engagement     

Engaging with our shareholders to gain their feedback is fundamental to our commitment to good governance. Feedback from shareholders is shared with the board and helps to inform enhancements to our compensation, governance and corporate responsibility practices. In addition to our governance-focused engagement, our investor relations team and members of senior management regularly communicate with our shareholders in connection with quarterly earnings calls, analyst meetings, investor and industry conferences, and individual dialogue.

Over the past year, we expanded the scope of our engagement to better understand the topics that are important to our shareholders and address their input in a meaningful way. During 2021, we extended an invitation to engage with shareholders collectively owning approximately 63% of our outstanding shares, and had discussions with shareholders collectively owning approximately 35% of our outstanding shares. Independent directors participated in several of these meetings.

Our board was disappointed by the outcome of our last advisory vote to approve named executive officer compensation, which received support from 63% of the votes cast at our 2021 annual meeting. In response, and with the support of our board, we prioritized dialogue regarding our executive officer compensation program in our shareholder engagement initiative following our 2021 annual meeting. The purpose of these discussions was to gain insight and perspective on our executive compensation programs and practices, including enhancements that had been made following our 2020 annual meeting, as well as the transition agreement with our former chief executive officer, equity incentive awards, and the design of our short-term incentive compensation program. While executive compensation was a key topic of focus in our conversations, other topics discussed included board composition, corporate social responsibility and other corporate governance-related matters.

Executive Compensation

In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance. Shareholders stated that their concerns regarding the structure of our compensation program were largely addressed following the 2020 annual meeting, and those who voted against named executive officer compensation in 2021 indicated this was primarily due to the transition agreement with our former chief executive officer. As discussed below, we have committed to not materially enhancing payments in connection with a voluntary resignation or retirement going forward. After taking into account all of the feedback from our shareholders, we have made the following changes to our executive compensation program:

Board Composition

Corporate Responsibility

Our Board of Directors

Our Director Nominees

Our Board Diversity Matrix (as of April 5, 2022)

The table below provides certain self-identified personal characteristics of our directors in the format required by Nasdaq Marketplace Rule 5605(f), and each of the categories listed in the table has the meaning as it is used within the rule.

Three of our directors, Mses. Davis, Mamilli and Miller, self-identify as female. Mr. de Castro self-identifies as Hispanic or Latinx, Mr. Warren self-identifies as African American or Black, and Ms. Mamilli self-identifies as North African/Middle Eastern.

Our Board’s Experience and Skills

The collective experience of our directors reflects a balanced mix of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes those skills for each current director under several criteria we have identified as most relevant to our current business strategy. More detailed information about each nominee’s qualifications, skills and experience follows under “Proposal 1. Election of Directors – Who We Are.”

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. Messrs. Lynch, Nuttall and O’Leary were not nominated for re-election and their respective terms will expire at this year’s annual meeting. 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. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose.

Vote Required

Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. 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 nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, an ability to represent the long-term interests of shareholders, and sufficient time to devote to board activities.

The board expects that it will consist of individuals of diverse gender, sexual orientation, race, ethnicity, nationality, cultural background and age. With respect to our nominees for election at the annual meeting, more than half are diverse in gender, race and/or ethnicity, including one-third who are female and one-third who are diverse in race and/or ethnicity. Further to our commitment to diversity and inclusion, our governance guidelines specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates.

How We Nominate Directors

The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee utilizes a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director

candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2023 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.

Director Input

We seek director input regarding board, board committee and individual director performance. In 2021, input was received via interviews with a third-party consultant, the results of which were consolidated and reported to the full board of directors. Feedback may also be solicited via 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. In addition, the nominating and corporate governance committee reviews the chairman’s performance, provides feedback to the chairman and takes such performance into account when making board leadership recommendations.

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, the board implemented changes to the conduct of board meetings and provision of materials to enhance focus on key areas of strategic and operational matters.

How We Are Organized

Our Independence

Our board of directors has determined that Alison Davis, Henrique de Castro, Harry F. DiSimone, Dylan G. Haggart, Dennis F. Lynch, Wafaa Mamilli, 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 talent 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 talent and compensation committee is a non-employee director. Mr. Bisignano is not independent because he is a current employee of Fiserv.

Our Meetings and Attendance

During our fiscal year ended December 31, 2021, our board of directors held nine meetings. During 2021, 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 2021 annual meeting of shareholders attended the meeting.

Our Leadership

We believe that strong independent leadership is essential for our board to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the particular composition of the board, the individuals serving in leadership positions and the needs and opportunities of the company as they change over time.

Mr. O’Leary served as the independent chairman of the board during 2021 and will continue to serve as our independent chairman until the 2022 annual meeting of shareholders. The board believed that separating the role of chief executive officer and chairman of the board allowed Mr. Bisignano to focus on his responsibilities as chief executive officer during his first full year in that role.

Following their re-election at our 2022 annual meeting, Mr. Bisignano will assume the role as chairman of the board, and Mr. Simons will serve as our lead independent director. Our board continues to experience change and it believes that having a combined chairman and chief executive officer and a lead independent director will allow Mr. Bisignano to effectively manage our business, execute on strategic priorities and lead the board while empowering Mr. Simons to provide independent board leadership and oversight with a clearly defined role and responsibilities. The board believes that Mr. Bisignano’s leadership style and decades of financial services technology expertise make him uniquely qualified to lead discussions of the board, foster an important unity of leadership between the board and management, and promote alignment of the company’s strategy with its operational execution. The board also believes that our robust corporate governance practices, including a strong lead independent director and independent leadership of all board committees, will help ensure continued independent oversight of management.

As set forth in our governance guidelines, the lead independent director is elected by the independent directors and responsible for, among other things:

The board will continue to periodically review the board’s leadership structure and its appropriateness given the needs of the board and the company at such time.

Our Committees

Our board of directors has four standing committees: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a 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 https://investors.fiserv.com/corporate-governance. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.”

Audit Committee

Nominating and Corporate Governance Committee

Talent and Compensation 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

Technology Risk Committee

Nominating and Corporate Governance Committee

Talent and Compensation Committee

Audit 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 talent and 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 May 3, 2021, New Omaha Holdings, L.P., a shareholder of the company and affiliate of KKR & Co. Inc., completed an underwritten secondary public offering of 23 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 5 million shares of our common stock at a price equal to the price per share paid by the underwriters to New Omaha, or approximately $588 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 13% of our outstanding shares of common stock, and, following the offering, New Omaha owned approximately 7.5% as of December 31, 2021. In addition, in 2021, Sam Lituchy, an employee of the company and the son-in-law of Mr. Bisignano, received base salary and cash incentive compensation of $266,667 and restricted stock units having a grant date fair value of $79,277 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 talent and 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 “Our Executive Pay – Compensation Discussion and Analysis – Determining and Structuring Compensation – Peer Group.”

Elements of 2021 Director Compensation

Our 2021 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.

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.

2021 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.

Shareholder Engagement

Our board of directors was disappointed by the outcome of our last advisory vote to approve named executive officer compensation in 2021. In response, and with the support of our board, we prioritized dialogue regarding our executive officer compensation program in our shareholder engagement initiative following our 2021 annual meeting. During 2021, we extended an invitation to engage with shareholders collectively owning approximately 63% of our outstanding shares, and had discussions with shareholders collectively owning approximately 35% of our outstanding shares. Independent directors participated in several of these meetings.

The purpose of these discussions was to gain insight and perspective on our executive compensation programs and practices, including enhancements that had been made following our 2020 annual meeting, as well as the transition agreement with our former chief executive officer, equity incentive awards, and the design of our short-term incentive compensation program. In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance. Shareholders stated that their concerns regarding the structure of our compensation program were largely addressed following the 2020 annual meeting, and those who voted against named executive officer compensation in 2021 indicated this was primarily due to the transition agreement with our former chief executive officer. After taking into account all of the feedback from our shareholders, we have made the following changes to our executive compensation program:

Pay-for-Performance Philosophy

Our talent and 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 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 talent and compensation committee, and neither the board nor the talent and 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 talent and 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 2021.

We aspire to move money and information in a way that moves the world. As a global leader in payments and financial technology, our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do.

2021 Performance Highlights

In 2021, we also continued our disciplined approach to capital deployment which included debt repayment, share repurchases and acquisitions. Named executive officer compensation for 2021 was paid or awarded in the context of these results.

Organic revenue growth, adjusted earnings per share, adjusted operating margin and free cash flow are non-GAAP financial measures. See Appendix A to this proxy statement for more information regarding these measures and reconciliations to the most directly comparable GAAP measures.

Ms. Kereere and Mr. Rosman joined our company in June and July of 2021, respectively. We sometimes refer to Messrs. Bisignano, Chiarello and Hau in this Compensation Discussion and Analysis as our “continuing named executive officers.”

Shareholder Engagement

Engaging with our shareholders to gain their feedback is fundamental to our commitment to good governance. Feedback from shareholders is shared with the board and helps to inform enhancements to our compensation, governance and corporate responsibility practices. In addition to our governance-focused engagement, our investor relations team and members of senior management regularly communicate with our shareholders in connection with quarterly earnings calls, analyst meetings, investor and industry conferences, and individual dialogue.

Over the past year, we expanded the scope of our engagement to better understand the topics that are important to our shareholders and address their input in a meaningful way. During 2021, we extended an invitation to engage with shareholders collectively owning approximately 63% of our outstanding shares, and had discussions with shareholders collectively owning approximately 35% of our outstanding shares. Independent directors participated in several of these meetings.

Our board was disappointed by the outcome of our last advisory vote to approve named executive officer compensation, which received support from 63% of the votes cast at our 2021 annual meeting. In response, and with the support of our board, we prioritized dialogue regarding our executive officer compensation program in our shareholder engagement initiative following our 2021 annual meeting. The purpose of these discussions was to gain insight and perspective on our executive compensation programs and practices, including enhancements that had been made following our 2020 annual meeting, as well as the transition agreement with our former chief executive officer, equity incentive awards, and the design of our short-term incentive compensation program. While executive compensation was a key topic of focus in our conversations, other topics discussed included corporate social responsibility, board composition and other corporate governance-related matters.

In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance. Shareholders stated that their concerns regarding the structure of our compensation program were largely addressed following the 2020 annual meeting, and those who voted against named executive officer compensation in 2021 indicated this was primarily due to the transition agreement with our former chief executive officer. As discussed below, we have committed to not materially enhancing payments in connection with a voluntary resignation or retirement going forward. After taking into account all of the feedback from our shareholders, we have made the following changes to our executive compensation program:

2021 Compensation

The compensation paid to or earned by our named executive officers for 2021 performance is shown below. Annual cash incentive award amounts were determined and paid in early 2022 based on the achievement of performance goals established by the committee in 2021, and equity awards were granted in 2022. The graphs and table in this section, which reflect the committee’s compensation decisions for fiscal 2021, supplement, and are not a substitute for, the information in the Summary Compensation Table below, which is presented in accordance with Securities and Exchange Commission rules.

We discuss each of these compensation elements for 2021 performance below under “2021 Named Executive Officer Compensation.” Please see the discussion under “Equity Incentive Awards” below for more information regarding the equity incentive awards granted to our named executive officers in 2021.

Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. Our talent and 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.

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 talent and 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.

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. We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility in the company and thus have a more direct impact on company results. We generally structure the target compensation of executive officers so that they receive a significant portion of their compensation in the form of equity to further align our executive officers’ interests with those of our 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.

Determining Compensation

The Talent and Compensation Committee’s Role

The talent and 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 talent and compensation committee approves cash incentive payments and equity awards, sets base salaries and approves cash incentive and performance share unit goals and targets.

Management’s Role

Our chief executive officer annually completes a self-appraisal of his performance. For 2021, his appraisal focused on financial and strategic results, integration progress, culture and talent development, control environment, pandemic response and leadership succession. 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 talent and 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 talent and 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 talent and compensation committee regarding compensation matters. In addition, our chief executive officer makes recommendations to the talent and compensation committee concerning the compensation of executive officers other than himself.

Consultant’s Role

In 2021, the talent and compensation committee engaged Pay Governance, LLC (“Pay Governance”) to advise it regarding director and executive officer compensation, including performance share unit design and the harmonization of severance policies. 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 as one point of consideration in formulating recommendations to the committee regarding compensation matters, and the committee used these data as a reference in assessing 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.

Peer Group

In setting compensation levels for our executive officers, the talent and compensation committee considers, among other things, the compensation of similarly situated executives at companies in our peer group by reviewing publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the talent and compensation committee makes. The committee may also consider,

among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position.

The talent and compensation committee-approved peer group that we used for 2021 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.

2021 Named Executive Officer Compensation

Base Salaries

The talent and compensation committee did not increase the base salaries of our chief executive officer or other continuing named executive officers in 2021. Ms. Kereere and Mr. Rosman joined our company in June and July 2021, respectively, and their respective base salaries were determined at the time after arm’s-length negotiations to reflect their scope of responsibilities.

Cash Incentive Payments

At the beginning of 2021, the talent and compensation committee set corporate performance objectives for annual cash incentive awards based on two new financial measures – adjusted revenue for incentive compensation, which we refer to in this section as adjusted revenue, and adjusted operating income. The committee decided to use two new financial measures to more closely align to our strategic priorities. The committee selected adjusted revenue because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of our Output Solutions postage reimbursements, deferred revenue purchase accounting adjustments and acquired revenue. The committee also considers adjusted operating income as both a key performance objective and a primary indicator of free cash flow growth. For 2021, the committee set the performance goals for adjusted revenue such that it believed that it would be reasonably unlikely that the top end of the range would be achieved but it would be reasonably likely that the target could be achieved. The committee set the target adjusted operating income performance objective at $5.27 million, which represented a 21% increase over our 2020 adjusted operating income. A discussion of how adjusted revenue for incentive compensation and adjusted operating income are calculated from GAAP revenue and operating income, respectively, is provided in Appendix A to this proxy statement.

The performance objectives, weighting, and threshold, target, maximum and actual amounts for our continuing named executive officers for 2021 were as follows:

The target potential payouts for Messrs. Bisignano and Chiarello were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation. The committee increased the target potential payout for Mr. Hau to reflect his experience and increased scope of responsibilities, including additional responsibilities with respect to corporate development activities, and in consideration of his total target compensation compared to individuals holding similar positions at our peer companies.

Based on our achievement of adjusted revenue for incentive compensation and adjusted operating income, the talent and compensation committee approved threshold, target, maximum and actual cash incentive payments to our continuing named executive officers for 2021 as follows: