DEF 14A
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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:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

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):

  No fee required
  Fee paid previously with preliminary materials
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 


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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,

 

LOGO

Frank J. Bisignano

President and Chief Executive Officer

 

LOGO

 

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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

1.

Election of nine directors to serve for a one-year term and until their successors are elected and qualified.

 

2.

Approval, on an advisory basis, of the compensation of our named executive officers.

 

3.

Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

 

4.

Shareholder proposal requesting the board seek shareholder approval of senior manager severance and termination payments.

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,

 

 

LOGO

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.

 

LOGO

 

     2022 Proxy Statement


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Proxy Statement Table of Contents

 

At-A-Glance

     01  

Shareholder Engagement

     02  

Executive Compensation

     02  

Board Composition

     03  

Corporate Responsibility

     04  

Our Board of Directors

     05  

Our Director Nominees

     05  

Our Board Diversity Matrix

     05  

Our Board’s Experience and Skills

     06  

Proposal 1. Election of Directors

     07  

Who We Are

     07  

How We Are Selected, Elected and Evaluated

     13  

How We Are Organized

     14  

How We Govern

     17  

How We Are Paid

     19  

How to Communicate with Us

     21  

Our Executive Pay

     22  

Proposal 2. Advisory Vote to Approve Executive Compensation

     22  

Compensation Discussion and Analysis

     25  

Compensation Committee Report

     39  

Compensation Committee Interlocks and Insider Participation

     39  

Executive Compensation

     40  

Summary Compensation Table

     40  

Grants of Plan-Based Awards in 2021

     42  

Outstanding Equity Awards at December 31, 2021

     43  

Option Exercises and Stock Vested During 2021

     45  

Potential Payments Upon Termination or Change of Control

     46  

Pay Ratio

     54  

Audit and Related Matters

     56  

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm

     56  

Independent Registered Public Accounting Firm and Fees

     57  

Audit Committee Pre-Approval Policy

     57  

Audit Committee Report

     58  

Shareholder Proposal

     60  

Fiserv’s Statement in Opposition

     61  

Our Shareholders

     63  

Common Stock Ownership

     63  

Voting, Meeting and Other Matters

     67  

Notice of Internet Availability of Proxy Materials

     67  

Who Can Vote

     67  

How to Vote

     67  

Proxies

     68  

How to Participate in the Meeting

     69  

Quorum

     69  

Shareholder Proposals for the 2023 Annual Meeting

     69  

Proxy Statement and Annual Report Delivery

     70  

Forward-Looking Statements

     71  

Appendix A – Non-GAAP Financial Measures

     72  

 

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At-A-Glance

 

   

Performance Share Units. All of our executive officers received half of their annual equity awards in the form of performance share units in 2022.

 

   

Double-Trigger Equity Vesting. We terminated our legacy change of control agreements, thereby eliminating single trigger equity vesting upon a change of control for all restricted stock units and stock options and for performance share units granted after 2019. We also eliminated all post-change of control walk away rights.

 

   

Severance Harmonization. We adopted a new severance policy applicable to executive officers that provides for severance equal to 1.5 times base salary plus target cash incentive award.

 

   

Director Refreshment. We appointed two new independent directors, Wafaa Mamilli and Dylan Haggart, to the board in 2021 and 2022, respectively. In addition, Messrs. Lynch, Nuttall and O’Leary were not nominated for re-election and their respective terms will expire at the 2022 annual meeting. We will continue to seek to appoint directors that complement the skills, expertise and diversity of our board to meet its strategic needs.

 

   

Board Diversity. 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.

 

   

ESG Oversight. The board amended the nominating and corporate governance committee charter to formalize the committee’s oversight of our environmental, corporate social responsibility and governance (ESG) programs, policies, disclosures and reporting.

 

   

Human Capital Management. We expanded the scope of responsibilities of our talent and compensation committee to include human capital strategy, including with respect to diversity, equity and inclusion, talent engagement and culture.

 

   

Board Governance Enhancement. The nominating and corporate governance committee undertook a review of the practices and procedures of the board to enhance its operating efficiency and strategic focus and updated the company’s governance documents to meet or exceed leading market practices.

 

   

Director Skills Matrix. This proxy statement includes a table illustrating our directors’ experience and skills to help our shareholders better understand their strengths.

 

   

Committee Rotation. We rotated our board committee memberships during 2021 to best utilize the experience of our directors and to provide our committees with new perspectives.

 

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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.

 

 

LOGO

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:

 

What We Heard      How We Responded

 

    

 

Severance benefits should not be modified or enhanced upon a voluntary resignation or retirement     

We are committed to not materially enhancing payments or benefits payable pursuant to an executive officer’s voluntary resignation or retirement

 

We are committed to fulfilling the terms of agreements with and policies related to our executive officers’ voluntary resignation or retirement and to not materially enhancing the payments or benefits payable to any executive officer in connection with any such officer’s voluntary resignation or retirement, including not modifying unvested performance share units to eliminate pro rata vesting.

 

 

    

 

 

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What We Heard      How We Responded

 

    

 

 

A meaningful portion of equity awards should vest based upon the company’s performance

    

 

All of our executive officers received 50% of their annual equity awards in the form of performance share units in 2022

 

Half of all executive officer annual equity grants in 2022 were in the form of performance share units. This was an increase from 2021, when our chief executive officer received one-half, and our other continuing named executive officers received one-third, of their annual equity awards in form of performance share units.

 

Shares subject to the performance share units granted in 2021 and 2022 will be earned based on attainment of relative total shareholder return, organic revenue growth, adjusted operating income and adjusted earnings per share. For the relative total shareholder return component, performance at the 55th percentile relative to the S&P 500 is required for target level vesting and will be capped at target if our absolute total shareholder return over the three-year period is negative.

 

 

    

 

 

Short-term cash incentive awards should be based on objective financial metrics

    

 

Annual cash incentive awards are based on the attainment of defined performance goals

 

The talent and compensation committee established an annual cash incentive program for executive officers in 2021 with defined financial performance goals and continued this program design for 2022. The cash incentive award amounts earned for 2021 were determined in early 2022 based on attainment against these objective performance goals.

 

    

 

 

Equity awards should not be subject to single trigger vesting upon a change of control

    

 

We eliminated single trigger equity vesting upon a change of control and all post-change of control walk away rights

 

As a result of the termination of our legacy change of control agreements, we eliminated single trigger equity vesting upon a change of control for all restricted stock units and stock options and for performance share units granted after 2019. We also eliminated all post-change of control walk away rights.

 

    

 

 

Severance and change of control agreements should be reviewed to ensure they reflect current market practices

    

 

We adopted a new severance policy that provides for severance equal to 1.5 times base salary plus target cash incentive award

 

Under our new severance policy, which governs all but two legacy obligations, the severance payment upon a termination without cause is equal to 1.5 times base salary plus the target cash incentive award for the year of termination.

 

    

 

Board Composition

 

What We Heard      How We Responded

 

    

 

 

Enhanced disclosure regarding diversity at the board level should be made available and we should ensure the composition of our board reflects our commitment to diversity and inclusion

    

 

This proxy statement includes aggregate and director-specific information regarding gender identity and race and ethnicity. In addition, more than half of our nominees for election at the annual meeting are diverse in gender, race and/or ethnicity.

 

    

 

 

Shareholders would benefit from enhanced disclosure of director experience and skills

    

 

This proxy statement includes a director skills matrix that highlights individual director experience and skills that are important to their oversight role at our company.

 

    

 

 

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Corporate Responsibility

 

What We Heard      How We Responded

 

    

 

 

Enhanced environmental-related disclosure and reporting should be made available

    

 

We submitted responses to the Carbon Disclosure Project (CDP) climate change questionnaire.

 

To further enhance our sustainability practices and support the growth of our ESG program, we plan to publish a Corporate Social Responsibility (CSR) report that is aligned with the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) in 2022. We also plan to augment the CSR report with additional information aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) reporting standards in future disclosures.

 

    

 

 

Enhanced disclosure at the workforce level should be made available

    

 

We made our 2020 EEO-1 report available on our website.

 

We plan to provide additional demographic information about our workforce in our CSR Report to be published later in 2022.

 

    

 

 

The board of directors should have increased oversight of ESG-related matters

    

 

The board of directors amended the nominating and corporate governance committee charter to formalize the committee’s oversight of ESG programs, policies, disclosures and reporting and responsibility for identifying, evaluating and monitoring ESG-related trends, opportunities and risks that may materially affect us.

 

We also expanded the scope of responsibilities of our talent and compensation committee to include human capital strategy, including with respect to diversity, equity and inclusion, talent engagement and culture.

 

    

 

 

More information regarding political contributions should be made available

    

 

We provided on our website a copy of our political contributions policy and a report of our monetary contributions and expenditures that included the identity of and amount paid to each recipient.

 

    

 

 

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Our Board of Directors

 

Our Director Nominees

 

 

LOGO

 

 

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.

 

 

    

 

Total Number of Directors

     12

 

    

 

Part I: Gender Identity

     Female          Male

 

    

 

   

 

Directors

     3     9

 

    

 

   

 

Part II: Demographic Information

        

 

    

 

   

 

African American or Black

         1

 

    

 

   

 

Hispanic or Latinx

         1

 

    

 

   

 

White

     3     7

 

Directors who identify as North African/Middle Eastern: 1

 

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.

 

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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.”

 

Name

 

        

Payments

 

        

Technology &
Information
Security

 

        

Executive
Leadership
“C-Level”

 

        

Public
Company
Board

 

        

Finance/
Strategy

 

        

Global
Experience

 

        

Compensation
and Talent

 

        

Risk
Management

 

        

Government/
Regulation/
Geopolitical

 

        

Ecommerce/
Mobile/
Digital

 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

F. Bisignano

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

A. Davis

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

H. de Castro

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

H. DiSimone

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

D. Haggart

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

D. Lynch

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

W. Mamilli

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

H. Miller

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

S. Nuttall

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

D. O’Leary

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

D. Simons

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

K. Warren

                                       

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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Proposal 1. Election of Directors

Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified. 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

 

     

 

FRANK J. BISIGNANO

DIRECTOR SINCE 2019

 

Committees:

  None

 

 

 

Mr. Bisignano, age 62, has served as our Chief Executive Officer since 2020 and President since 2019. The board of directors has determined that Mr. Bisignano will become the chairman of the board upon his re-election to the board at the 2022 annual meeting of shareholders. Mr. Bisignano served as our Chief Operating Officer from 2019 to 2020 and joined us as part of the acquisition of First Data.

 

 

BUSINESS EXPERIENCE

 

Prior Public Directorships

•  Humana, Inc., a health insurance company (2017-2021)

•  First Data (2013-2019)

 

Prior Positions

•  Chief Executive Officer (2013-2019) and Chairman (2014-2019) of First Data

•  Co-Chief Operating Officer, Chief Executive Officer of Mortgage Banking, Chief Administrative Officer and other executive positions at JPMorgan Chase & Co., a global financial services company (2005-2013)

•  Chief Executive Officer for the Global Transactions Services business, and a member of the Management Committee, of Citigroup Inc., a global banking company (2002-2005)

 

REASONS FOR NOMINATION

 

•  Currently serves as our President and Chief Executive Officer

•  Served as Chief Executive Officer and Chairman of First Data prior to the acquisition

•  Experienced executive and recognized leader in the financial services industry

 

 

   

 

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ALISON DAVIS

DIRECTOR SINCE 2014

 

Ms. Davis, age 60, co-founded Fifth Era, a firm that invests in early stage technology companies, and has served as the Managing Partner since 2011.

 

 

Committees:

§  Audit Committee                    

 

§  Technology Risk

   Committee

 

   

 

BUSINESS EXPERIENCE

 

Current Directorships

•  SVB Financial Group, a financial services and bank holding company (public)

•  Janus Henderson Group plc, a global asset manager (public)

•  Collibra NV, a data governance software company (private)

•  Pacaso, a technology platform for acquiring real estate (private)

 

Other Current Positions

•  Managing Partner of Blockchain Coinvestors, a blockchain venture investor and fund of funds, since 2014

•  Managing Director of Blockchain Coinvestors Acquisition Corp. I, a special purpose acquisition company, since 2021

 

Prior Public Directorships

•  Ooma, Inc., a consumer telecommunications company (2014-2020)

•  Royal Bank of Scotland Group plc, a British bank holding company (2011-2020)

•  Unisys Corporation, a global information technology company (2011-2018)

 

Prior Positions

•  Managing Partner of Belvedere Capital Partners, Inc., a private equity firm serving the financial services sector (2004-2010)

•  Chief Financial Officer for Barclays Global Investors, an institutional asset manager that is now part of BlackRock, Inc. (2000-2003)

•  Senior Partner at A.T. Kearney, Inc., a leading global management consulting firm

•  Consultant at McKinsey & Company, a leading global management consulting firm

 

REASONS FOR NOMINATION

 

•  Extensive experience in global financial services, corporate strategy, financial management, fintech and public company corporate governance

 

 

 

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HENRIQUE DE CASTRO

DIRECTOR SINCE 2019

 

Mr. de Castro, age 56, most recently served as an advisor to Cantor Fitzgerald, a global financial services firm.

 

BUSINESS EXPERIENCE

 

 

Committees:

§  Audit Committee                

 

§  Nominating and

   Corporate

   Governance

   Committee

 

 

 

Current Directorships

•  Banco Santander, S.A., a Spanish multinational commercial bank (public)

 

Prior Public Directorships

•  Target Corporation, a general merchandise retail company (2013-2020)

•  First Data (2017-2019)

•  CF Finance Acquisition Corp., a special purpose acquisition company (2018-2019)

 

Prior Positions

•  Advisor to Cantor Fitzgerald (2015-2019)

•  Chief Operating Officer of CF Finance Acquisition Corp. (2018-2019)

•  Chief Operating Officer at Yahoo! Inc., a web services firm (2012-2014)

•  President of Partner Business Worldwide, President of Media, Mobile & Platforms Worldwide and other senior executive positions at Google, a multinational technology company (2006-2012)

•  Senior positions at Dell Corporation, a computer technology company

•  Senior positions at McKinsey & Company, a leading global management consulting firm

 

REASONS FOR NOMINATION

 

•  Leadership and management experience in the global technology industry, including expertise in global growth strategies

 

 

   

 

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HARRY F. DISIMONE

DIRECTOR SINCE 2018

 

Mr. DiSimone, age 67, is a consultant who founded and previously served as President of Commerce Advisors, Inc., a consulting and advisory services firm for the retail financial services and payments industries.

 

 

 

Committees:

§  Technology Risk                 

   Committee, Chair

 

§  Talent and

   Compensation

   Committee

 

   

 

BUSINESS EXPERIENCE

 

Current Directorships

•  Reliant Funding, Inc., a provider of short-term small business loans (private)

•  ClearBalance Inc., a provider of healthcare loan programs (private)

 

Prior Positions

•  President of Commerce Advisors, Inc. (2008-2020)

•  Co-Managing Partner and Co-Founder of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States (2010-2015)

•  Executive Vice President, Chief Operating Officer of the Chase credit card business, Private Label Card and Merchant Processing Executive, Retail Bank Chief Marketing Officer, Consumer Banking, Investments and Insurance Executive, Chase Personal Financial Services Executive and other senior level positions at JPMorgan Chase & Co., a global financial services company, and its predecessor organizations (1976-2008)

•  Advisor to a number of retail banking and payment organizations, including The Data & Marketing Association, the NYCE Payment Network, Chase Paymentech, Mastercard’s U.S. Business Committee, Visa Global Advisors, the New York Clearing House’s Strategic Planning Committee and the Federal Reserve Bank’s Payment Card Council

 

REASONS FOR NOMINATION

 

•  Extensive experience in the banking, payments and financial services industries

 

 

 

DYLAN G. HAGGART

DIRECTOR SINCE 2022

 

 

Committees:

None

 

 

 

Mr. Haggart, age 35, is a partner of ValueAct Capital Management, L.P. (ValueAct), a global investment firm managing capital on behalf of large institutional investors, which he joined in 2013.

 

BUSINESS EXPERIENCE

 

Current Directorships

•  Seagate Technology Holdings plc, a provider of data storage technology and solutions (public)

 

Prior Positions

•  Private equity investor at TPG Capital, an investment advisory firm, focusing on North American buyouts

•  Investment banker at Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm

 

REASONS FOR NOMINATION

 

•  Experience developing strategies to drive long-term profitable growth and value creation

•  The board of directors appointed Mr. Haggart as a director and agreed to nominate him for election at the 2022 annual meeting of shareholders under an agreement between the company and ValueAct.

 

 

 

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WAFAA MAMILLI

DIRECTOR SINCE 2021

 

Ms. Mamilli, age 54, has served as Executive Vice President and Chief Information and Digital Officer of Zoetis, Inc., a global animal health company, since 2020.

 

 

Committees:

§  Technology Risk                 

   Committee

 

 

 

BUSINESS EXPERIENCE

 

Prior Positions

•  Global Chief Information Officer for business units at Eli Lily and Company, a pharmaceutical company (2019-2020)

•  Chief Information Security Officer at Eli Lily (2016-2019)

•  A variety of other leadership positions at Eli Lily since 1995

 

REASONS FOR NOMINATION

 

•  Extensive technology background and expertise on cybersecurity, digital and analytics

•  Ms. Mamilli was identified by the nominating and corporate governance committee after engaging a third-party search firm.

 

 

 

 

HEIDI G. MILLER

DIRECTOR SINCE 2019

 

Ms. Miller, age 68, most recently served as President of JPMorgan International, a division of JPMorgan Chase & Co., a global financial services company.

 

 

 

Committees:

 

§  Audit Committee,                

   Chair

 

§  Technology Risk

   Committee

 

   

 

BUSINESS EXPERIENCE

 

Current Directorships

•  Waystar, Inc., a provider of financial management technology (private)

 

Prior Public Directorships

•  HSBC Holdings plc, a British global banking and financial services company (2014-2021)

•  General Mills Inc., a manufacturer and marketer of branded consumer foods (1999-2019)

•  First Data (2014-2019)

 

Prior Positions

•  President of JPMorgan International (2010-2012)

•  Executive Vice President, Chief Executive Officer – Treasury and Securities Services of JPMorgan Chase (2004-2010)

•  Executive Vice President and Chief Financial Officer of Bank One Corporation, a commercial bank that is now part of JPMorgan Chase (2002-2004)

•  Chief Financial Officer of Citigroup Inc., a global banking company

 

REASONS FOR NOMINATION

 

•  Leadership, management and strategic experience at complex organizations in the global banking and financial services industries

 

 

 

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DOYLE R. SIMONS

DIRECTOR SINCE 2007

 

Mr. Simons, age 58, most recently served as President and Chief Executive Officer and a director of Weyerhaeuser Company, a company focused on timberlands and forest products. The board of directors has determined that Mr. Simons will become the lead independent director of the board upon his re-election to the board at the 2022 annual meeting of shareholders.

 

 

Committees:

§  Talent and                            

   Compensation

   Committee

 

§  Technology Risk

   Committee

 

 

 

BUSINESS EXPERIENCE

 

Current Directorships

•  Iron Mountain Incorporated, a storage and information management company (public)

•  Green Diamond Resource Company, a forest products company (private)

 

Prior Public Directorships

•  Weyerhaeuser Company (2013-2018)

 

Prior Positions

•  President and Chief Executive Officer of Weyerhaeuser Company (2013-2018), and senior advisor (2018-2019)

•  Chairman and Chief Executive Officer of Temple-Inland, Inc., a manufacturing company focused on corrugated packaging and building products which was acquired in 2012 (2007-2012)

•  Executive Vice President, Chief Administrative Officer, Vice President – Administration and Director of Investor Relations at Temple-Inland (1994-2007)

 

REASONS FOR NOMINATION

 

•  Accomplished businessperson with diverse experience in senior management, financial and legal matters

 

 

 
     

 

KEVIN M. WARREN

DIRECTOR SINCE 2020

 

Mr. Warren, age 59, has served as Executive Vice President and Chief Marketing Officer of United Parcel Service, Inc., a global package delivery, supply chain management and freight forwarding company, since 2018.

 

BUSINESS EXPERIENCE

 

 

 

Committees:

§  Talent and                    

   Compensation

   Committee

 

§  Nominating and

   Corporate

   Governance

   Committee

 

 

Prior Public Directorships

•  Illinois Tool Works Inc., a global manufacturer of industrial products and equipment (2010-2021)

 

Prior Positions

•  Executive Vice President & Chief Commercial Officer of Xerox Corporation, a global business services, technology and document management company (2017-2018)

•  President, Commercial Business Group, President, Industrial, Retail and Hospitality Business Group, President of Strategic Growth Initiatives, and other roles at Xerox (1984-2017)

 

REASONS FOR NOMINATION

 

•  Deep executive and commercial leadership experience including the growth and management of global brands

 

 

   

 

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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

 

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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.

 

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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:

 

   

Presiding over meetings of the independent directors and meetings of the board when the chairman is not present and providing feedback to the chairman about those meetings

 

   

Calling meetings of independent directors

 

   

Collaborating with the chairman regarding the agenda for board meetings

 

   

Participating in the annual chief executive officer performance evaluation and the board and individual director performance review process

 

   

Acting as the principal liaison between independent director and the chairman

 

   

Providing feedback to the chairman on behalf of the board regarding information provided to the board

 

   

Serving, after consultation with the chief executive officer, as the liaison between the board and the company’s shareholders

 

   

Performing such other duties as from time to time may be assigned to him by the independent directors of the board

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.

 

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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

 

 

    

 

 

Ms. Miller (Chair)

 

Ms. Davis

 

Mr. de Castro

 

Mr. Lynch

Number of Meetings held in 2021:

7

 

    

 

The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm and establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. The board of directors has determined that Mses. Davis and Miller and Messrs. de Castro and Lynch are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K.

Nominating and Corporate Governance Committee

 

 

    

 

 

Mr. Lynch (Chair)

    

 

The nominating and corporate governance committee assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board and its committees including committee rotation and leadership. The committee is also responsible for corporate governance matters and oversees our ESG programs and practices.

 

Mr. de Castro

 

Mr. Nuttall

 

Mr. Warren

Number of Meetings held in 2021:

5

Talent and Compensation Committee

 

 

    

 

 

Mr. Nuttall (Chair)

    

 

The talent and compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy, including with respect to diversity, equity and inclusion, talent engagement, and culture. Additional information regarding the talent and compensation committee and our named executive officer compensation is provided below under the heading “Our Executive Pay – Compensation Discussion and Analysis.”

Mr. DiSimone

 

Mr. Simons

 

Mr. Warren

Number of Meetings held in 2021:

5

 

Technology Risk Committee

 

 

    

 

 

Mr. DiSimone (Chair)

    

 

The technology risk committee is responsible for assisting the board of directors in its review of cybersecurity, information technology security, risk and other similar matters.

 

Ms. Davis

 

Ms. Mamilli

 

Ms. Miller

 

Mr. Simons

Number of Meetings held in 2021:

5

  

 

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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

 

   

Discusses with senior management and other business leaders developments in our industry so that the board may evaluate the competitive and other risks faced by the company

 

   

Receives information regarding our financial performance and condition from our chief financial officer to understand financial risks faced by the company

 

   

Receives cybersecurity updates regarding cybersecurity events and threats, the status of our ongoing cybersecurity programs, and planned initiatives designed to continue to enhance our cybersecurity practices

Technology Risk Committee

 

   

Engages with management on cybersecurity, technology, digital infrastructure and software development strategy as well as regulatory and corporate audit matters

 

   

Monitors significant trends and events related to information security and technology risk, and receives updates regarding the cybersecurity threat landscape and the status of ongoing cybersecurity programs

 

   

Helps ensure there is a comprehensive information security program, and oversees technology and cybersecurity risk management practices

Nominating and Corporate Governance Committee

 

   

Works closely with management and the members of the board to manage risks associated with director succession, the independence of our directors and conflicts of interest

 

   

Evaluates our corporate governance programs and policies

 

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Oversees our ESG programs, policies, stakeholder engagement and reporting, including identifying, evaluating and monitoring ESG-related trends, opportunities and risks that may materially affect us

 

   

Oversees our political contributions and expenditures and lobbying activities

Talent and Compensation Committee

 

   

Reviews, among other matters, the design and implementation of our compensation programs and policies and the administration of our equity incentive plans to manage compensation-related risk

 

   

Oversees regulatory compliance with respect to compensation matters

 

   

Reviews our succession planning for senior management

Audit Committee

 

   

Oversees, and inquires of management, the head of our corporate audit function and the independent registered public accounting firm about, risks and exposures associated with financial matters, including financial reporting, tax, accounting, disclosure controls and procedures, internal control over financial reporting and credit and liquidity matters

 

   

At each regular meeting, engages with our chief risk officer, the head of our corporate audit function and senior management regarding our operations, including enterprise risk, global regulatory compliance, and operational risks and matters

 

   

Oversees the ongoing evaluation, reporting and remediation of risks that are most significant to us and are part of our enterprise risk management program, which is an integrated framework for managing risk across the enterprise including business resiliency, regulatory compliance, and third-party, credit, settlement, fraud, geopolitical, and reputational risks and, to the extent they present significant financial exposure, technology and cybersecurity risks

 

   

Regularly reviews litigation and ethics and compliance matters with our legal department leadership

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

 

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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:

 

   

Compensate directors for the responsibilities, time commitments, and personal liabilities and risks that they face as directors of a public company

 

   

Attract the highest caliber non-employee directors by offering compensation that is consistent with that of our peers

 

   

Align the interests of our directors and shareholders by providing a significant portion of compensation in equity and requiring directors to own our stock

 

   

Provide compensation that is simple and transparent to shareholders and reflects corporate governance best practices

 

   

Where possible, provide flexibility in form and timing of payments

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:

 

Element of Compensation          2021  

 

    

 

 

 

Annual Equity(1)

     $     192,000  

 

    

 

 

 

Board Fee

       78,000  

 

    

 

 

 

Chairman Fee(2)

       180,000  

 

    

 

 

 

Committee Fee

       15,000  

 

    

 

 

 

Committee Chair Fee

       10,000  

 

    

 

 

 

 

(1)

Upon being elected or re-elected as a director, each non-employee director receives such number of restricted stock units as is determined by dividing $192,000 by the closing price of our common stock on the grant date.

 

(2)

The chairman fee, payable only to a non-employee chairman, is comprised of (i) $90,000 in cash and (ii) restricted stock units having approximately $90,000 in value. The chairman fee is in addition to the standard board fee and annual equity grant.

 

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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

 

Name

 

         Fees Earned or
Paid in Cash ($)(1)        

 

           Stock Awards ($)(2)    

 

           Total ($)                    

 

 

Alison Davis(3)

       108,000          192,106          300,106  

 

    

 

 

      

 

 

      

 

 

 

Henrique de Castro(4)

       108,000          192,106          300,106  

 

    

 

 

      

 

 

      

 

 

 

Harry F. DiSimone(5)

       114,154          192,106          306,260  

 

    

 

 

      

 

 

      

 

 

 

Dylan G. Haggart(6)

                          

 

    

 

 

      

 

 

      

 

 

 

Dennis F. Lynch(7)

       118,000          192,106          310,106  

 

    

 

 

      

 

 

      

 

 

 

Wafaa Mamilli(8)

       51,610          178,855          230,465  

 

    

 

 

      

 

 

      

 

 

 

Heidi G. Miller(9)

       118,000          192,106          310,106  

 

    

 

 

      

 

 

      

 

 

 

Scott C. Nuttall(10)

       118,000          192,106          310,106  

 

    

 

 

      

 

 

      

 

 

 

Denis J. O’Leary(11)

       177,615          316,439          494,054  

 

    

 

 

      

 

 

      

 

 

 

Doyle R. Simons(12)

       108,000          192,106          300,106  

 

    

 

 

      

 

 

      

 

 

 

Kevin M. Warren(13)

       102,231          192,106          294,337  

 

    

 

 

      

 

 

      

 

 

 

 

(1)

This column includes fees earned or paid in cash during 2021. This column also includes the following amounts that were deferred under our non-employee director deferred compensation plan: Mr. de Castro – $108,000; Mr. DiSimone – $114,154; Ms. Miller – $118,000; Mr. Nuttall – $118,000; Mr. O’Leary – $177,615; and Mr. Simons – $108,000.

 

(2)

We granted each non-employee director re-elected at our 2021 annual meeting of shareholders a number of restricted stock units determined by dividing $192,000 by $113.07, the closing price of our common stock on May 19, 2021, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each non-employee director received 1,699 restricted stock units. On that date,

 

 

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  we also granted Mr. O’Leary, as our chairman, a number of restricted stock units determined by dividing $90,000 by $113.07, rounded up to the next whole restricted stock unit. Accordingly, Mr. O’Leary received an additional 796 restricted stock units. In addition, to compensate him for his service as our chairman from January 1 to May 19, 2021, Mr. O’Leary received a pro rata grant of 320 restricted stock units on January 22, 2021, determined by dividing $34,274 by $107.28, the closing price of our common stock on that date, rounded up to the next whole restricted stock unit.

Ms. Mamilli joined the board on June 11, 2021, and we granted her 1,623 restricted stock units, representing a pro rata number based on the number of days between the date of her appointment and May 18, 2022, the date of the next annual meeting of shareholders, and using the closing price of our common stock on June 11, 2021, of $110.20.

All restricted stock units granted in 2021 vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

The dollar amount shown in the table is the grant date fair value of the award. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2021.

 

(3)

As of December 31, 2021, Ms. Davis held 18,060 options to purchase shares of our common stock, all of which were vested, and 1,699 unvested restricted stock units.

 

(4)

As of December 31, 2021, Mr. de Castro did not hold any options to purchase shares of our common stock and held 1,699 unvested restricted stock units.

(5)

As of December 31, 2021, Mr. DiSimone did not hold any options to purchase shares of our common stock and held 1,699 unvested restricted stock units.

 

(6)

Mr. Haggart joined our board in February 2022 and did not receive compensation in 2021.

 

(7)

As of December 31, 2021, Mr. Lynch held 33,220 options to purchase shares of our common stock, all of which were vested, and 1,699 unvested restricted stock units.

 

(8)

As of December 31, 2021, Ms. Mamilli did not hold any options to purchase shares of our common stock and held 1,623 unvested restricted stock units.

 

(9)

As of December 31, 2021, Ms. Miller held 47,929 options to purchase shares of our common stock, all of which were vested, and 1,699 unvested restricted stock units.

 

(10)

As of December 31, 2021, Mr. Nuttall did not hold any options to purchase shares of our common stock and held 1,699 unvested restricted stock units.

 

(11)

As of December 31, 2021, Mr. O’Leary held 33,220 options to purchase shares of our common stock, all of which were vested, and 2,495 unvested restricted stock units.

 

(12)

As of December 31, 2021, Mr. Simons held 44,124 options to purchase shares of our common stock, all of which were vested, and 1,699 unvested restricted stock units.

 

(13)

As of December 31, 2021, Mr. Warren did not hold any options to purchase shares of our common stock and held 1,699 unvested restricted stock units.

 

 

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.

 

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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:

 

What We Heard     

How We Responded

        
Severance benefits should not be modified or enhanced upon a voluntary resignation or retirement   

 

 

We are committed to not materially enhancing payments or benefits payable pursuant to an executive officer’s voluntary resignation or retirement

        
A meaningful portion of equity awards should vest based upon the company’s performance   

 

 

All of our executive officers now receive 50% of their annual equity awards in the form of performance share units

        
Short-term cash incentive awards should be based on objective financial metrics   

 

 

Annual cash incentive awards are based on the attainment of defined performance goals

        
Equity awards should not be subject to single trigger vesting upon a change of control   

 

 

We eliminated single trigger equity vesting upon a change of control and all post-change of control walk away rights

        
Severance and change of control agreements should be reviewed to ensure they reflect current market practices   

 

 

We adopted a new severance policy that provides for severance equal to 1.5 times base salary plus target cash incentive award

        

 

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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.

 

   

No increase in base salaries. We did not increase the base salaries of our chief executive officer or other continuing named executive officers in 2021.

 

   

Cash incentive payments based on financial performance objectives. We paid cash incentive awards to our named executive officers for 2021 based on above-target performance against annual financial performance objectives.

 

   

Significant portion of compensation is variable and in the form of equity. A significant amount of annual compensation payable to our named executive officers is variable and in the form of equity, including at risk performance share units.

 

   

PSUs with rigorous performance metrics.

 

   

In 2022, 50% of the equity granted to all executive officers was in the form of performance share units.

 

   

50% of the equity granted to our chief executive officer, and one-third of the equity granted to the other continuing named executive officers, was in the form of performance share units in 2021.

 

   

Performance share units contain rigorous financial performance and total shareholder return (TSR) metrics.

Our Policies

 

   

We have a stock ownership policy that requires our chief executive officer to maintain a level of stock ownership equal to 12x his base salary and named executive officers to own 4x their base salary.

 

   

We prohibit hedging and pledging of stock by named executive officers.

 

   

We maintain a compensation “clawback” policy.

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.’”

 

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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.

 

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Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis addresses compensation for our named executive officers for 2021.

 

Named Executive Officer

      

Title

 

    

 

 

Frank J. Bisignano

 

    

 

President and Chief Executive Officer

 

 

    

 

 

Guy Chiarello

 

    

 

Chief Operating Officer

 

 

    

 

 

Robert W. Hau

 

    

 

Chief Financial Officer

 

 

    

 

 

Suzan Kereere

 

    

 

Executive Vice President, Head of Global Business Solutions

 

 

    

 

 

Adam L. Rosman

 

    

 

Chief Administrative Officer and Chief Legal Officer

 

 

    

 

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

 

   

GAAP revenue growth of 9% and organic revenue growth of 11% compared to 2020

 

   

GAAP earnings per share of $1.99 and adjusted earnings per share of $5.58, representing a 42% increase in GAAP earnings per share, and a 26% increase in adjusted earnings per share, compared to 2020

 

   

GAAP operating margin of 14.1% compared to 12.5% in 2020, and adjusted operating margin of 33.9% representing a 250 basis points increase compared to 2020

 

   

Net cash provided by operating activities of $4.03 billion and free cash flow of $3.53 billion, compared to $4.15 billion and $3.65 billion in the prior year, respectively

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.

 

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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:

 

What We Heard

       How We Responded
Severance benefits should not be modified or enhanced upon a voluntary resignation or retirement   

 

 

We are committed to not materially enhancing payments or benefits payable pursuant to an executive officer’s voluntary resignation or retirement

 

We are committed to fulfilling the terms of agreements with and policies related to our executive officers’ voluntary resignation or retirement and to not materially enhancing the payments or benefits payable to any executive officer in connection with any such officer’s voluntary resignation or retirement, including not modifying unvested performance share units to eliminate pro rata vesting.

 

    

 

A meaningful portion of equity awards should vest based upon the company’s performance   

 

 

All of our executive officers received 50% of their annual equity awards in the form of performance share units in 2022

 

Half of all executive officer annual equity grants in 2022 were in the form of performance share units. This was an increase from 2021, when our chief executive officer received one-half, and our other continuing named executive officers received one-third, of their annual equity awards in the form of performance share units.

 

  

 

 

 

Shares subject to the performance share units granted in 2021 and 2022 will be earned based on attainment of relative total shareholder return, organic revenue growth, adjusted operating income and adjusted earnings per share. For the relative total shareholder return component, performance at the 55th percentile relative to the S&P 500 is required for target level vesting and will be capped at target if our absolute total shareholder return over the three-year period is negative.

 

    

 

 

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What We Heard

       How We Responded
Short-term cash incentive awards should be based on objective financial metrics   

 

 

Annual cash incentive awards are based on the attainment of defined performance goals

 

The talent and compensation committee established an annual cash incentive program for executive officers in 2021 with defined financial performance goals and continued this program design for 2022. The cash incentive award amounts earned for 2021 were determined in early 2022 based on attainment against these objective performance goals.

 

    

 

Equity awards should not be subject to single trigger vesting upon a change of control   

 

 

We eliminated single trigger equity vesting upon a change of control and all post-change of control walk away rights

 

As a result of the termination of our legacy change of control agreements, we eliminated single trigger equity vesting upon a change of control for all restricted stock units and stock options and for performance share units granted after 2019. We also eliminated all post-change of control walk away rights.

 

    

 

Severance and change of control agreements should be reviewed to ensure they reflect current market practices   

 

 

We adopted a new severance policy that provides for severance equal to 1.5 times base salary plus target cash incentive award

 

Under our new severance policy, which governs all but two legacy obligations, the severance payment upon a termination without cause is equal to 1.5 times base salary plus the target cash incentive award for the year of termination.

 

    

 

 

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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.

 

 

 

LOGO

 

 

 

  

Base Salary(1)

 

  

Annual Cash
Incentive Award

 

  

Performance
Share Units(2)(3)

 

  

Restricted
Stock Units(2)(3)

 

  

Total

 

Mr. Bisignano

 

  

$1,320,000

 

  

$2,683,000

 

  

$8,210,887

 

  

$8,000,084

 

  

$20,213,971

 

 

  

 

  

 

  

 

  

 

  

 

Mr. Chiarello

 

  

1,000,000

 

  

1,725,000

 

  

3,848,829

 

  

3,750,022

 

  

10,323,851

 

 

  

 

  

 

  

 

  

 

  

 

Mr. Hau

 

  

625,000

 

  

1,000,000

 

  

2,052,722

 

  

2,000,067

 

  

5,677,789

 

 

  

 

  

 

  

 

  

 

  

 

Ms. Kereere

 

  

460,227

 

  

1,500,000

 

  

1,590,874

 

  

1,550,031

 

  

5,101,132

 

 

  

 

  

 

  

 

  

 

  

 

Mr. Rosman

 

  

261,364

 

  

750,000

 

  

1,103,384

 

  

1,075,086

 

  

3,189,834

 

 

  

 

  

 

  

 

  

 

  

 

 

(1)

These amounts represent the base salary actually paid during 2021. Ms. Kereere and Mr. Rosman joined our company during 2021 with annualized base salaries of $900,000 and $600,000, respectively.

 

(2)

Amounts represent the grant date fair value of the restricted stock units and the grant date fair value of performance share units at the target award level. These awards will be reported in the Summary Compensation Table in the proxy statement for our 2023 annual meeting of shareholders. They are not reflected in the Summary Compensation Table in this proxy statement in accordance with the applicable Securities and Exchange Commission rules because they were not granted in 2021.

 

(3)

The performance share units and restricted stock units were granted on February 23, 2022. The performance share units have a three-year performance period ending December 31, 2024 and the value realized by each named executive officer at the end of the performance period will depend on the company’s achievement of relative total shareholder return, organic revenue growth, adjusted operating income and adjusted earnings per share and will range from 0% to 200% of the target award. One-third of the restricted stock units vest on each anniversary of the grant date.

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

 

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value for our shareholders and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

 

What We Do

     

Pay for Performance. A large majority of our named executive officers’ compensation is variable and delivered primarily in the form of long-term incentive equity awards, half of which were granted in performance share units in 2022. We also provide cash incentive awards based on performance against annual absolute performance objectives.

 

     

Performance Share Units. We grant performance share units that vest based on the achievement of three-year absolute and relative performance goals. In 2022, half of the equity granted to all executive officers was in the form of performance share units. Half of the equity granted to our chief executive officer, and one-third of the equity granted to the other continuing named executive officers, was in the form of performance share units in 2021.

 

     

Rigorous Relative Total Shareholder Return Goal. Thirty percent of our performance share units granted in 2021 and 2022 will vest based on our relative total shareholder return over a three-year performance period as compared to the S&P 500 Index. These performance share units will only vest at target for above median performance, and the number of shares issued will be capped at the target amount if our absolute total shareholder return over the three-year period is negative.

 

     

Double-Trigger Change of Control Benefits. In the event of a change of control, our executive officers will only receive a cash severance payment and vesting of unvested restricted stock units, stock options and performance share units granted after 2019 upon a qualifying termination following the change of control.

 

     

Robust Stock Ownership. We have a stock ownership policy that requires our executive officers and directors to own a significant amount of Fiserv equity to further align their interests with those of our long-term shareholders.

 

¡  Chief Executive Officer – twelve times (12x) his annual base salary

 

¡  Other executive officers – four times (4x) their respective annual base salaries

 

¡  Directors – four times (4x) the sum of the annual board cash fee and equity award value

 

  

 

  

Clawback Policy. We have a compensation recoupment, or “clawback,” policy.

 

What We Don’t Do

     

No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock.

 

     

No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers.

 

     

No Gross-Ups. We do not have tax gross-up arrangements with any of our executive officers.

 

     

No Change of Control Agreements. We have a severance policy in which our executive officers participate and, other than our legacy employment agreement with our chief executive officer and one specific sign-on commitment, no executive officers have employment or other agreements with us.

 

     

No Option Repricing. Our equity plan prohibits the repricing or backdating of stock options and the cancellation of underwater stock options in exchange for a cash payment or the issuance of other securities by us to the award holder.

 

 

 

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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.

 

Type

 

 

Elements

 

  

Description

 

  

Purpose

 

Annual Compensation   Base Salary   

•   Fixed annual amount

 

•   Determined by the talent and compensation committee based on market data, scope of responsibilities, market value of experience, overall effectiveness and, except in the case of our chief executive officer, the recommendation of our chief executive officer

 

  

•   Provides the named executive officer with a level of income security

 

 

    Annual Cash Incentive   

•   Annual cash award based on annual financial performance objectives established by the talent and compensation committee

 

•   Ensures a significant portion of cash compensation is “at risk” and payable based on performance against financial objectives

 

  

•   Motivates named executive officers to achieve annual financial results that, in turn, further our achievement of long-term objectives

Long-Term Compensation   Performance Share Units   

•   Equity grants where the number of shares issued at vesting is determined by the achievement of performance goals over a multi-year period

 

  

•   Incentivizes the achievement of long-term performance objectives, to align our named executive officers’ economic interests with those of our shareholders

 

 

 

    Restricted Stock Units   

•   Equity grants that vest over a period of several years where the ultimate value depends on our share price

 

 

  

•   Promotes retention and further aligns the interests of our named executive officers and shareholders

 

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.

 

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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:

 

   

approving executive officer compensation including the design and related performance goals specific to short- and long-term incentive awards relevant to their compensation

 

   

approving compensation programs and plans in which our executive officers participate

 

   

discharging administrator responsibilities conferred to the committee by our equity incentive plans

 

   

approving severance or similar termination payments to executive officers

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,

 

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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:

 

American Express Company

 

 

Mastercard Incorporated

 

Automatic Data Processing, Inc.

 

 

PayPal Holdings, Inc.

 

Cognizant Technology Solutions Corporation

 

 

Block, Inc.

 

Discover Financial Services

 

 

The Bank of New York Mellon Corporation

 

Fidelity National Information Services, Inc.

 

 

Visa Inc.

 

Global Payments Inc.

 

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:

 

Performance Objective (in millions) and Weighting

 

        

Threshold          

 

          

Target                 

 

          

Maximum            

 

          

Actual                

 

 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Adjusted Revenue for Incentive Compensation (50%)

 

      

 

$14,610

 

 

 

      

 

$15,030

 

 

 

      

 

$15,430 or more

 

 

 

      

 

$15,354

 

 

 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

 

Adjusted Operating Income (50%)

 

      

 

$  4,835

 

 

 

      

 

$  5,270

 

 

 

      

 

$  5,450 or more

 

 

 

      

 

$  5,212

 

 

 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

 

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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:

 

          

Threshold            

 

          

Target            

 

        

Maximum            

 

        

Actual Award        

 

 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

F. Bisignano

 

       $1,000,000          $2,000,000          $4,000,000          $2,683,000  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

G. Chiarello

       $   650,000          $1,300,000          $2,600,000          $1,725,000  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

R. Hau

       $   375,000          $   750,000          $1,500,000          $1,000,000  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Ms. Kereere and Mr. Rosman had a target annual incentive compensation opportunity, cash and equity combined, of $4.1 million and $2.9 million, respectively, for 2021. The talent and compensation committee considered our performance against the cash incentive award performance objectives described above for our continuing named executive officers to determine a level of funding comparable to our other executive officers, resulting in a cash incentive award for 2021 of $1.5 million to Ms. Kereere and $750,000 to Mr. Rosman.

Equity Incentive Awards

Awards Granted in 2022

In February 2022, we granted annual equity awards to our then-serving named executive officers based on the level of each executive officer’s responsibilities within the company and the talent and compensation committee’s judgment of each executive’s performance in 2021 with respect to strategic impact, execution of our commitment to provide innovative solutions for our clients, talent development, risk management, financial results, completion of merger integration activities, support of our COVID-19 response, and, other than with respect to his own awards, the recommendation of our chief executive officer.

The annual equity mix awarded by the talent and compensation committee to each of our named executive officers is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. Half of the equity granted to our chief executive officer during the annual grant cycle in each of 2022 and 2021 was in the form of performance share units with a three-year performance period. In response to shareholder feedback, we increased the portion of equity granted in the form of performance share units to each of our other named executive officers during the annual grant cycle in 2022 to half of each officer’s long-term incentive award from one-third in 2021. The number

 

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and grant date fair value of the annual equity incentive awards made to our named executive officers in February 2022 – performance share units at target and restricted stock units – for 2021 performance were as follows.

 

           Performance Share Units            Restricted Stock Units  
    

 

 

      

 

 

 
           Approved by
Talent and
Compensation
Committee ($)
           Units (#)                        Grant Date Fair    
Value ($)
           Approved by
Talent and
Compensation
Committee ($)
           Units (#)                        Grant Date Fair    
Value ($)
 

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

F. Bisignano

       8,000,000          84,856          8,210,887          8,000,000          86,394          8,000,084  

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

G. Chiarello

       3,750,000          39,776          3,848,829          3,750,000          40,497          3,750,022  

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

R. Hau

       2,000,000          21,214          2,052,722          2,000,000          21,599          2,000,067  

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

S. Kereere

       1,550,000          16,441          1,590,874          1,550,000          16,739          1,550,031  

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

A. Rosman

       1,075,000          11,403          1,103,384          1,075,000          11,610          1,075,086  

 

    

 

 

      

 

 

      

 

 

      

 

 

      

 

 

      

 

 

 

The target number of performance share units was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the talent and compensation committee by the closing price of our common stock on the grant date. Please see “Equity Incentive Awards – Terms of Performance Share Units” below for more information regarding the performance goals and weightings applicable to the performance share units. These equity incentive awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2023 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules.

Awards Granted in 2021

The annual equity incentive awards made to our continuing named executive officers in 2021 for performance in the preceding year were based on the factors described above. These awards are reflected below and in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules.

 

           Performance Share Units (at target)                    Restricted Stock Units  
    

 

 

      

 

 

 
           #                                        $                                             #                                        $                              

 

    

 

 

      

 

 

      

 

 

      

 

 

 

F. Bisignano

       77,279          8,020,434          78,879          8,100,085  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

G. Chiarello

       19,241          1,996,935          39,277          4,033,355  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

R. Hau

       12,940          1,342,983          26,415          2,712,556  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Terms of Performance Share Units

The performance share units granted in 2021 and 2022 to our named executive officers have a three-year performance period ending December 31, 2023, and December 31, 2024, respectively. We refer to the performance share units granted in 2021 as the “2021 PSUs” and in 2022 as the “2022 PSUs.” The shares subject to these awards will be issued subject to the attainment of performance achievement levels based on the following:

 

Performance Goal          Weighting                                                                      

 

    

 

 

 

Relative total shareholder return compared to S&P 500 Index

       30%  

 

    

 

 

 

Organic revenue growth

       30%  

 

    

 

 

 

Adjusted operating income

       25%  

 

    

 

 

 

Adjusted earnings per share

       15%  

 

    

 

 

 

 

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The talent and compensation committee uses company relative total shareholder return because it believes that this metric further aligns our pay-for-performance philosophy with the creation of shareholder value. The committee focuses on organic revenue growth as a performance measure because it believes that the long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions and the impact of foreign currency fluctuations, and the committee also uses adjusted operating income as a key performance objective and a primary indicator of free cash flow growth. Finally, the committee uses adjusted earnings per share as a performance measure because it believes that there is a direct correlation between an increase in adjusted earnings per share and shareholder value.

The company’s relative total shareholder return will be determined by the talent and compensation committee based on the percentile rank of the company relative to the total shareholder return of the companies in the S&P 500 Index as of January 1, 2021, in the case of the 2021 PSUs, and January 1, 2022, in the case of the 2022 PSUs, over the three-year performance period. We require relative total shareholder return performance above the median level for the applicable portion of the performance share units to vest at target. The performance multipliers to be applied to the target number of shares issuable based on relative total shareholder return at the threshold, target and maximum achievement levels are as follows:

 

           Three-Year Company TSR Relative Ranking(1)             
    

 

    
           (30% Weighting)          Performance Multiplier  

 

    

 

    

 

 

 

Maximum

     90th percentile or greater        200%  

 

    

 

    

 

 

 

Target

     55th percentile        100%  

 

    

 

    

 

 

 

Threshold

     30th percentile        50%  

 

    

 

    

 

 

 

 

(1)

If the company’s total shareholder return for the three-year performance period is negative on an absolute basis, the performance multiplier will be capped at 100%.

Each of organic revenue growth, adjusted operating income and adjusted earnings per share will be measured separately for each fiscal year in the three-year performance period applicable to the 2021 PSUs and 2022 PSUs, and the talent and compensation committee will determine separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned based on each metric.

In 2021, the talent and compensation committee established the organic revenue growth, adjusted operating income and adjusted earnings per share threshold, target and maximum achievement levels for 2021 with regard to the 2021 PSUs as follows:

 

           Organic Revenue Growth
(30% Weighting)
           Adjusted Operating Income
(25% Weighting) (in millions)
           Adjusted Earnings Per Share
(15% Weighting)
           Performance
Multiplier By
Metric
 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Maximum

       12%        $ 5,275        $ 5.50          200%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Target

       8%        $ 5,150        $ 5.35          100%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Threshold

       6%        $ 4,700        $ 4.85          50%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

In 2022, the talent and compensation committee established the organic revenue growth, adjusted operating income and adjusted earnings per share threshold, target and maximum achievement levels for 2022 with regard to the 2021 PSUs and 2022 PSUs as follows:

 

           Organic Revenue Growth
(30% Weighting)
           Adjusted Operating Income
(25% Weighting) (in millions)
           Adjusted Earnings Per Share
(15% Weighting)
           Performance
Multiplier By
Metric
 

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Maximum

       11%        $ 6,151        $ 6.70          200%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Target

       9%        $ 5,966        $ 6.48          100%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

Threshold

       7%        $ 5,773        $ 6.25          50%  

 

    

 

 

      

 

 

      

 

 

      

 

 

 

 

 

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The committee will establish the threshold, target and maximum achievement levels for each metric for 2023, in the case of both the 2021 PSUs and 2022 PSUs, and for 2024, in the case of the 2022 PSUs.

Sign-On Awards

Upon joining our company in 2021, Ms. Kereere and Mr. Rosman received a sign-on cash payment of $3 million and $1 million, respectively; and a sign-on equity grant of $3 million and $6.1 million, respectively, each of which vests one-third on each of the first three anniversaries of the grant date. These awards were made to replace the cash incentive opportunity and equity awards each of them would forego by leaving their respective former employer to create an incentive to join our company and to immediately and strongly align their interests with those of our shareholders.

Other Elements of Compensation

Post-Employment Benefits

We provide severance and change of control protections to our named executive officers through a severance policy and agreements which are discussed below under the heading “Agreements with Executive Officers.” In 2021, we eliminated single trigger equity vesting upon a change of control and all post-change of control walk away rights as a result of termination of our legacy change of control agreements. We also adopted a new severance policy applicable to executive officers and terminated any employment agreements previously in effect with our executive officers other than the chief executive officer. Under this policy, the severance payment upon a termination without cause is equal to 1.5 times base salary plus the target cash incentive award for the year of termination. In addition, all restricted stock units and stock options and the performance share units granted after 2019 are subject to double trigger vesting following a change of control.

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. More information regarding perquisites provided to our named executive officers is available in footnote 4 to the Summary Compensation Table below.

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 2021 for company matching contributions under our 401(k) savings plan, company contributions to health savings accounts or participation in the employee stock purchase plan. 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 of 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 2021. We therefore have not included a Non-Qualified Deferred Compensation table for 2021 in this proxy statement.

 

 

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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 executive officers to own equity having a value of at least the following:

 

Role          Stock Ownership Requirement

 

    

 

Chief Executive Officer

     Twelve times (12x) annual base salary

 

    

 

Other Executive Officers

     Four times (4x) annual base salary

 

    

 

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 talent and compensation committee approves annual equity awards to the company’s executive officers, including all named executive officers, in the early part of each year. The committee also delegates authority to

 

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our chief executive officer and chief financial officer to approve annual equity awards to employees who are not executive officers from an equity award pool approved by the committee for this purpose. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the talent and compensation committee delegates authority to our chief executive officer and chief financial officer to enable either of them to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the talent and compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”), the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the 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 talent and 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

Executive Severance and Change of Control Policy

In 2021, the talent and compensation committee approved the Fiserv, Inc. Executive Severance and Change of Control Policy (the “Policy”). The Policy provides for the payment of cash severance and certain other benefits to members of the company’s management committee including our named executive officers. In connection with the adoption of the Policy, (i) we terminated the First Data Corporation Severance/Change in Control Policy, (ii) we terminated all outstanding Key Executive Employment and Severance Agreements, or “KEESAs,” including with Messrs. Bisignano and Hau, (iii) Mr. Hau and other executive officers agreed to terminate their respective employment agreements with us, and (iv) we amended our employment agreement with Mr. Bisignano to reflect the termination of his KEESA. As a result, all restricted stock units and stock options and the performance share units granted after 2019 are subject to double trigger vesting following a change of control. A complete discussion of the terms of the Policy, together with an estimate of the amounts potentially payable under the Policy, appears below under the heading “Executive Compensation – Potential Payments Upon Termination or Change of Control.”

Bisignano Employment Agreement

In connection with the First Data acquisition in 2019, we entered into an employment agreement with Mr. Bisignano which was amended in 2020 in connection with his promotion to president and chief executive officer, and again in 2021 to reflect the termination of his KEESA. 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

 

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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 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 Agreements

Pursuant to her sign-on agreement, Ms. Kereere is entitled to: (i) a base salary of $900,000, (ii) an incentive opportunity of $4.1 million, (iii) reimbursement of relocation expenses, and (iv) income tax equalization assistance and payments in the U.S. and the United Kingdom not covered by her former employer until December 31, 2023, so that she pays no more income tax than she would have as a U.S. taxpayer and provided she remains employed by us during this period. Ms. Kereere’s sign-on agreement resulted from arm’s-length negotiations, and, as a result, we believe the terms reflect market terms for a leader of a company of our size in our industry.

Compensation Committee Report

The talent and compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021.

Scott C. Nuttall, Chair

Harry F. DiSimone

Doyle R. Simons

Kevin M. Warren

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, there were no talent and compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the talent and compensation committee was a current or former officer or employee.

 

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Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer, and our next three highest paid executive officers (collectively, our “named executive officers”) for the year ended December 31, 2021.

 

Name and
Principal Position

 

           Year

 

             Salary

 

             Bonus

 

             Stock
Awards(1)(2)

 

          Option
Awards(1)

 

             Non-Equity
Incentive Plan
Compensation(3)

 

          All Other
Compensation(4)

 

             Total

 

 
Frank J. Bisignano(5)       2021       $ 1,320,000                 $16,120,519                 $2,683,000         $261,689       $ 20,385,208  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

President and Chief

      2020         349,533                 5,600,045       $ 5,600,031                 644,316         12,193,925  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Executive Officer

      2019         563,750       $ 9,500,000         28,387,758                 1,480,000         331,874         40,263,383  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Guy Chiarello       2021         1,000,000                 6,030,290                 1,725,000                 8,755,290  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Chief Operating

      2020         1,000,000                 2,500,071         2,500,011                         6,000,082  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Officer

                               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Robert W. Hau       2021         625,000                 4,055,539                 1,000,000                 5,680,539  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Chief Financial Officer

      2020         531,250                         2,500,011                         3,031,261  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      2019         625,000                 4,876,952         1,249,875         550,000         8,400         7,310,227  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
Suzan Kereere(6)       2021         460,227         3,000,000         2,000,081         1,000,006         1,500,000         970,177         8,930,491  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

EVP, Head of Global

 

Business Solutions

                               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Adam L. Rosman(6)

      2021         261,364         1,000,000         2,600,023         3,500,008         750,000                 8,111,395  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Chief Administrative

 

Officer and Chief Legal

 

Officer

                               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

(1)

Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2021.

 

(2)

The amounts shown in this column include the grant date fair value of performance share units granted to Messrs. Bisignano ($8,020,434), Chiarello ($1,996,935), and Hau ($1,342,983) in 2021 at the target award level and restricted stock units. With respect to performance share units, the value realized by each of them at the end of the three-year performance period will depend on the company’s achievement of relative total shareholder return, organic revenue growth, adjusted operating income and adjusted earnings per share goals over the three-year period and will range from 0% to 200% of the target award.

If the highest level of performance conditions is met, the grant date fair value of these 2021 awards would be as follows: Mr. Bisignano - $16,040,868; Mr. Chiarello - $3,993,871; and Mr. Hau - $2,685,967.

 

(3)

These cash incentive payments were earned in the year listed and paid in the following year.

 

(4)

The amount in this column for Mr. Bisignano for 2021 includes an aggregate incremental cost of $101,389 associated with personal use of company aircraft determined by multiplying the total per-hour cost of operating the aircraft for the year by the number of hours attributable to personal use. The amount in this column for Mr. Bisignano also includes an aggregate incremental cost of $160,300 associated with company-provided transportation and security determined by multiplying the total cost of company-provided vehicles and personnel for the year by the percentage of his personal use. The amount in this column for Ms. Kereere reflects reimbursement for relocation expenses

 

 

40   2022 Proxy Statement


Table of Contents

 

  of $860,768 and estimated income tax equalization payments of $109,409 in 2021. From time to time, named executive officers may make personal use of company seats for sporting or other events at no incremental cost to the company and, if applicable, food and beverage expenses are valued at cost, and family members of named executive officers may travel on company aircraft at no incremental cost to the company.

 

(5)

All amounts in this table for 2019 for Mr. Bisignano reflect the period from the First Data acquisition closing date, July 29, 2019, to December 31, 2019, including equity grants made at closing and a cash payment made pursuant to his employment agreement.

 

(6)

Ms. Kereere and Mr. Rosman joined Fiserv on June 28, 2021, and July 26, 2021, respectively.

  For 2021, Ms. Kereere’s and Mr. Rosman’s base salaries were paid at an annualized rate of $900,000 and $600,000, respectively. The amount shown for each of them reflects the actual amount of base salary paid to them during 2021. We granted restricted stock units and stock options to Ms. Kereere and Mr. Rosman upon joining our company to immediately and strongly align their interests with those of our shareholders. In addition, upon joining our company, Ms. Kereere and Mr. Rosman received a cash payment of $3,000,000 and $1,000,000, respectively, to compensate them for benefits forfeited upon leaving their prior employer.

The material terms of the company’s agreements with Mr. Bisignano and Ms. Kereere are set forth above under the heading “Compensation Discussion and Analysis – Agreements with Executive Officers.”

 

 

41   2022 Proxy Statement


Table of Contents

 

Grants of Plan-Based Awards in 2021

 

Name

 

 

        Grant Date

 

 

                      Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)

 

          Estimated Future Payouts Under
Equity Incentive Plan Awards(2)(3)

 

          All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)(4)

 

          All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)(5)

 

          Exercise
or Base
Price of
Option
Awards
($/Sh)(2)

 

          Grant Date
Fair Value of
Stock and
Option
Awards
($)(6)

 

 
        Approval
Date(1)

 

         

 

Threshold  
($)

 

          Target      
($)

 

          Maximum  
($)  

 

          Threshold  
(#)

 

          Target      
(#)

 

          Maximum  
(#)  

 

       

F. Bisignano

              1,000,000         2,000,000         4,000,000                              
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                     19.320         77,279         154,558                     8,020,434  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                                 78,879                 8,100,085  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

G. Chiarello

              650,000         1,300,000         2,600,000                              
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                     4,810         19,241         38,482                     1,996,935  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                                 39,277                 4,033,355  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

R. Hau

              375,000         750,000         1,500,000                              
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                     3,235         12,940         25,880                     1,342,983  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      01/29/2021         01/12/2021                                 26,415                 2,712,556  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

S. Kereere

                      (7)                                      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      06/28/2021                                         18,497                 2,000,081  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      06/28/2021                                             31,055         108.13         1,000,006  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

A. Rosman

                      (7)                                      
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      07/26/2021                                         23,350                 2,600,023  
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
      07/26/2021                                             105,549         111.35         3,500,008  

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

(1)

This column indicates if the date on which our talent and compensation committee approved the award differs from the award grant date. Ms. Kereere did not become an executive officer until December 1, 2021; therefore, her awards upon joining our company were not approved by the committee at the time of grant.

 

(2)

We made all of the awards reported above pursuant to the Incentive Plan.

 

(3)

The performance share units reported above have a three-year performance period. The number of shares issued at vesting will be determined as described above under “Compensation Discussion and Analysis – 2021 Named Executive Officer Compensation – Equity Incentive Awards – Terms of Performance Share Units,” and will range from 0% to 200% of the target award.

 

(4)

One third of the restricted stock units reported above vest on each anniversary of the grant date.

(5)

One third of the stock options reported above vest on each anniversary of the grant date unless otherwise noted. All options have an exercise price equal to the closing price of our common stock on the grant date and expire on the 10-year anniversary of the grant date.

 

(6)

Amounts represent the grant date fair value of the restricted stock unit and stock option awards. Information about the assumptions that we used to determine the grant date fair value of the awards is set forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2021.

 

(7)

At the time they joined our company, Ms. Kereere and Mr. Rosman had a target total incentive opportunity for 2021 performance of $4.1 million and $2.9 million, respectively, to be allocated between cash and equity in a manner similar to other similarly situated executive officers.

 

 

42   2022 Proxy Statement


Table of Contents

 

Outstanding Equity Awards at December 31, 2021

 

         

Option Awards

 

         

Stock Awards

 

 

Name

 

       

Number of
Securities
Underlying
Unexercised
Options
Exercisable

(#)

 

         

Number of
Securities
Underlying
Unexercised
Options
Unexercisable

(#)

 

         

Option
Exercise
Price ($)

 

         

Option
Expiration
Date

 

         

Number of
Shares or
Units of
Stock that
Have Not
Vested (#)

 

         

Market

Value of
Shares or
Units of
Stock that
Have Not
Vested ($)(1)

 

         

 

Equity
Incentive

Plan Awards:
Number of
Unearned
Shares,

Units or
Other

Rights That
Have Not
Vested  (#)(2)

 

         

 

Equity
Incentive

Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units

or Other
Rights That
Have Not
Vested ($)(1)

 

 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

F. Bisignano(3)

                   

 

517,976(4)

 

   

 

53,760,729

 

   

 

442,500(5)

 

   

 

45,927,075

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

39,909

 

   

 

119,727(6)

 

   

 

112.87

 

   

 

02/26/2030

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

126,427

 

   

 

 

   

 

41.33

 

   

 

02/24/2026

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

223,669

 

   

 

 

   

 

52.81

 

   

 

10/15/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

447,339

 

   

 

 

   

 

52.81

 

   

 

10/15/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

109,278

 

   

 

 

   

 

46.97

 

   

 

01/28/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

71,893

 

   

 

 

   

 

41.75

 

   

 

02/10/2024

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

881,902

 

   

 

 

   

 

36.54

 

   

 

05/07/2023

 

               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

G. Chiarello(3)

                   

 

76,908(7)

 

   

 

7,982,281

 

   

 

153,660(5)

 

   

 

15,948,371

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

17,816

 

   

 

53,450(6)

 

   

 

112.87

 

   

 

02/26/2030

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

61,802

 

   

 

 

   

 

41.33

 

   

 

02/24/2026

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

79,882

 

   

 

 

   

 

52.81

 

   

 

10/15/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

159,764

 

   

 

 

   

 

52.81

 

   

 

10/15/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

47,929

 

   

 

 

   

 

46.97

 

   

 

01/14/2025

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

41,937

 

   

 

 

   

 

41.75

 

   

 

02/10/2024

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

105,000

 

   

 

 

   

 

36.54

 

   

 

07/11/2023

 

               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

R. Hau

                   

 

41,737(8)

 

   

 

4,331,883

 

   

 

102,666(5)

 

   

 

10,655,704

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

17,816

 

   

 

53,450(6)

 

   

 

112.87

 

   

 

02/26/2030

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

29,312

 

   

 

14,656(9)

 

   

 

84.73

 

   

 

02/20/2029

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

51,340

 

   

 

 

   

 

69.90

 

   

 

02/21/2028

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

43,012

 

   

 

 

   

 

56.91

 

   

 

02/22/2027

 

               
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 
   

 

188,088

 

   

 

 

   

 

49.21

 

   

 

03/14/2026

 

               

 

   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

S. Kereere

                   

 

18,497(10)