Fiserv (NASDAQ: FI) outlines 2026 meeting, new board, CEO pay and One Fiserv plan
Fiserv is asking shareholders to vote at its virtual 2026 annual meeting on May 21, 2026, on four items: electing eleven directors, approving executive pay on an advisory basis, ratifying Deloitte & Touche LLP as auditor, and a shareholder proposal for an independent board chair policy.
The company describes a 2025 strategic reset and its new One Fiserv action plan focused on client-first service, Clover-based small business solutions, differentiated finance and commerce platforms, AI-enabled operational excellence, and disciplined capital allocation. The proxy highlights significant leadership changes, including appointing Michael P. Lyons as CEO and adding three new independent directors in 2026, and details expanded board refreshment, committee rotations, and director skills. It also explains how shareholder feedback drove changes to incentive metrics, with executive pay heavily equity-based and tied to revenue, margin, free cash flow, and relative total shareholder return.
Positive
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Key Figures
Key Terms
One Fiserv action plan financial
relative total shareholder return financial
performance share units financial
enterprise risk management (ERM) financial
Say-on-Pay financial
non-GAAP financial measures financial
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Michael P. Lyons |
- Election of eleven directors for a one-year term
- Advisory approval of compensation of named executive officers (Say-on-Pay)
- Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026
- Shareholder proposal requesting an independent board chair policy
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☐ | 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 under §240.14a-12 |

☒ | 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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Sincerely, | |||
![]() | ![]() | ||
Michael P. Lyons | Gordon M. Nixon | ||
Chief Executive Officer | Chairman of the Board | ||
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May 21, 2026 Thursday, at 10:00 a.m. (CT) | |
Virtual Annual Meeting Site www.virtualshareholdermeeting.com/FISV2026, 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 eleven directors to serve for a one-year term and until their successors are elected and qualified. | ||||
2. | Approval, on an advisory basis, of the compensation of our named executive officers. | ||||
3. | Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | ||||
4. | Shareholder Proposal requesting an independent board chair policy. | ||||
Any other business as may properly come before the annual meeting or any adjournments or postponements thereof. | |||||
By Order of the Board of Directors, | |||||
![]() | |||||
Eric C. Nelson Secretary April 2, 2026 | |||||
![]() Internet Visit proxyvote.com | ![]() By telephone Call the telephone number on your proxy card | ![]() By mail Sign, date and return your proxy card in the enclosed envelope | ![]() During the meeting Attend our annual meeting and cast your vote during the meeting | ||||||
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 21, 2026: The proxy statement, 2025 Annual Report on Form 10-K, and the means to vote by Internet are available at http://www.proxyvote.com. | ||
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Table of Contents | Proxy Summary | 4 | ||||
Annual Meeting Information | 4 | |||||
Director Nominees | 5 | |||||
At-A-Glance | 6 | |||||
Shareholder Engagement | 9 | |||||
Our Board of Directors | 12 | |||||
Our Director Nominees | 12 | |||||
Our Board’s Experience and Skills | 12 | |||||
Proposal 1: Election of Directors | 14 | |||||
Who We Are | 14 | |||||
How We Are Selected, Elected and Evaluated | 19 | |||||
How We Are Organized | 21 | |||||
How We Govern | 24 | |||||
How We Are Paid | 27 | |||||
How to Communicate with Us | 30 | |||||
Our Executive Pay | 31 | |||||
Proposal 2. Advisory Vote to Approve Executive Compensation | 31 | |||||
Letter from the Talent and Compensation Committee | 33 | |||||
Compensation Discussion and Analysis | 35 | |||||
Compensation Committee Report | 55 | |||||
Compensation Committee Interlocks and Insider Participation | 55 | |||||
Executive Compensation | 56 | |||||
Summary Compensation Table | 56 | |||||
Grants of Plan-Based Awards in 2025 | 59 | |||||
Outstanding Equity Awards at December 31, 2025 | 60 | |||||
Option Exercises and Stock Vested During 2025 | 62 | |||||
Potential Payments Upon Termination or Change of Control | 63 | |||||
Pay Versus Performance | 72 | |||||
Pay Ratio | 76 | |||||
Audit and Related Matters | 78 | |||||
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 78 | |||||
Independent Registered Public Accounting Firm and Fees | 79 | |||||
Audit Committee Pre-Approval Policy | 79 | |||||
Audit Committee Report | 79 | |||||
Proposal 4: Shareholder Proposal | 81 | |||||
Fiserv’s Statement in Opposition | 83 | |||||
Our Shareholders | 85 | |||||
Common Stock Ownership | 85 | |||||
Voting, Meeting and Other Matters | 87 | |||||
Notice of Internet Availability of Proxy Materials | 87 | |||||
Who Can Vote | 87 | |||||
How to Vote | 87 | |||||
Proxies | 88 | |||||
How to Participate in the Meeting | 89 | |||||
Quorum | 89 | |||||
Shareholder Proposals for the 2027 Annual Meeting | 89 | |||||
Proxy Statement and Annual Report Delivery | 90 | |||||
Forward-Looking Statements | 91 | |||||
Appendix A – Non-GAAP Financial Measures | A-1 |
Fiserv, Inc. 2026 Proxy Statement | 03 |
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Time and Date Thursday, May 21, 2026 10:00 a.m. (CT) | Virtual Meeting Site www.virtualshareholdermeeting.com/FISV2026 | Record Date March 24, 2026 | ||||
Items of Business | Board’s Recommendation | Where to Find Details | ||||
1. Election of eleven directors to serve for a one-year term and until their successors are elected and qualified. | FOR all nominees | P. 14 - 21 | ||||
2. Approval, on an advisory basis, of the compensation of our named executive officers. | FOR | P. 31 - 32 | ||||
3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | FOR | P. 78 | ||||
4. Shareholder Proposal requesting an independent board chair policy. | AGAINST | P. 81 - 84 | ||||
04 | Fiserv, Inc. 2026 Proxy Statement |
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Committee Memberships | ||||||||||||||||||||||||||||||
Directors | Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Nominating and Corporate Governance | Talent and Compensation | Risk | |||||||||||||||||||||
![]() | Michael P. Lyons | Chief Executive Officer | 55 | 2025 | ||||||||||||||||||||||||||
![]() | Gordon M. Nixon(1) | Former President and Chief Executive Officer of Royal Bank of Canada | 69 | 2026 | ![]() | 3(2) | ||||||||||||||||||||||||
| Stephanie E. Cohen | Chief Strategy Officer of Cloudflare | 48 | 2025 | ![]() | ![]() | ![]() | |||||||||||||||||||||||
![]() | Henrique de Castro | Former Chief Operating Officer of Yahoo! Inc. | 60 | 2019 | ![]() | 1 | ![]() | ![]() | ||||||||||||||||||||||
![]() | Harry F. DiSimone | Former President of Commerce Advisors, Inc. | 71 | 2018 | ![]() | ![]() | ![]() | |||||||||||||||||||||||
![]() | Céline Dufétel | Chief Financial Officer of Bridgewater Associates, LP | 45 | 2026 | ![]() | ![]() | ![]() | |||||||||||||||||||||||
![]() | Lance M. Fritz | Former Chairman, President and Chief Executive Officer of Union Pacific Corporation | 63 | 2024 | ![]() | 1 | ![]() | ![]() | ||||||||||||||||||||||
![]() | Ajei S. Gopal | President and Chief Executive Officer of Procore Technologies, Inc. | 64 | 2024 | ![]() | 2(3) | ![]() | ![]() | ||||||||||||||||||||||
![]() | Wafaa Mamilli | Executive Vice President, Chief Digital and Technology Officer of Roche | 58 | 2021 | ![]() | ![]() | ![]() | |||||||||||||||||||||||
![]() | Gary S. Shedlin | Vice Chairman of BlackRock, Inc. | 62 | 2026 | ![]() | ![]() | ![]() | |||||||||||||||||||||||
![]() | Charlotte B. Yarkoni | Former President of Commerce, Ecosystems, Cloud & AI of Microsoft | 56 | 2023 | ![]() | 1 | ![]() | ![]() | ||||||||||||||||||||||
(1) | Chairman of the Board |
(2) | Mr. Nixon will not stand for re-election as a director of BCE Inc. (“BCE”) at BCE’s general shareholder meeting on May 7, 2026, following which he will hold two public directorships other than Fiserv. |
(3) | Mr. Gopal will not stand for re-election as a director of Synopsys, Inc. (“Synopsys”) at Synopsys’s annual meeting of stockholders on April 16, 2026, following which he will hold one public directorship other than Fiserv. |
| Committee Chair |
Fiserv, Inc. 2026 Proxy Statement | 05 |
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• | Effective October 31, 2025, the company appointed Paul M. Todd as Chief Financial Officer. Mr. Todd has a strong track record as a public company chief financial officer, including serving as the Chief Financial Officer of Global Payments, Inc., with valuable industry experience, insight into emerging industry trends, and execution success. |
• | Effective December 1, 2025, the company appointed Panagiotis (Takis) Georgakopoulos and Dhivya Suryadevara as Co-Presidents. In his role as Co-President, Mr. Georgakopoulos is responsible for the company’s Merchant Solutions business. He previously served as Executive Vice President and Chief Operating Officer, and brings strategic vision, operational expertise and deep technical leadership to the role. Ms. Suryadevara joined the company as Co-President and is responsible for the company’s Financial Solutions business. She brings extensive experience across banking, payments, finance and technology – areas critical to Fiserv’s long-term strategy and growth. |
• | Board Membership. Our board is composed of members who are leaders in their respective fields. Over the past several years, the board has added the skills and experience to oversee our strategic priorities. Since 2024, the board has appointed six new independent directors: Lance Fritz, Ajei Gopal, Stephanie Cohen, Céline Dufétel, Gordon Nixon and Gary Shedlin, with the latter three joining our board on January 1, 2026. These additions bring deep expertise in financial services, payments, digital and ecommerce innovation, capital allocation and global operational leadership, directly supporting our enhanced focus on execution, client-centricity, operational rigor and long-term value creation. |
06 | Fiserv, Inc. 2026 Proxy Statement |
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• | Board Leadership. The board believes strong and effective leadership is essential and maintains flexibility to adopt governance structures that it believes best serve our company and our shareholders. In 2025, the board determined to separate the roles of chairman and chief executive officer and appointed Doyle Simons as independent Chairman of the Board effective May 6, 2025. Subsequently, the board appointed Mr. Nixon as independent Chairman of the Board effective January 1, 2026 to succeed Mr. Simons upon his retirement. In appointing Mr. Nixon, the board considered his significant service as a public company director, including experience as both an independent chairman and lead independent director of large public companies. His background in governance, strategy oversight and disciplined execution positions him well to guide the board and support our strategic priorities. Mr. Nixon brings significant expertise, judgment and leadership to this role. |
• | Committee Rotation. In early 2026, with the addition of three new directors, and as a part of our annual committee refreshment process, we reconstituted our committee memberships and chair positions. Ms. Yarkoni was appointed to the nominating and corporate governance committee and Mr. Gopal was appointed committee chair. Mr. Shedlin and Ms. Dufétel were appointed to the audit committee, with Mr. Shedlin assuming the role of committee chair. Messrs. Fritz and Shedlin were appointed to the talent and compensation committee, with Mr. Fritz assuming the role of committee chair. Ms. Dufétel was appointed to the risk committee. These changes reflect our ongoing commitment to appoint directors to committees where they are able to maximize their impact and best position directors to use their skills to provide effective oversight and deliver value to our shareholders. |
• | Board Performance and Engagement. Through annual board assessments, full board discussions and third-party evaluations, we strive to maintain a board with the skills and experience to advance our strategy and provide effective oversight. We conduct annual evaluations of board, committee and individual director performance. Our independent chairman of the board facilitates discussions based upon the feedback received and engages with directors individually, and with the board as a whole, to discuss potential opportunities. We also periodically engage a third party to interview our directors regarding individual director and board performance and areas for enhanced skills and performance opportunities. In addition, we continue to focus on our director education program, which includes product demonstrations or presentations from external experts at each regular board meeting covering topics including emerging technology, artificial intelligence developments, the regulatory landscape, updates on the economy, administration and policy initiatives, as well as investor and governance updates. |
• | Director Onboarding. In 2025, we refined our director onboarding program to help accelerate director integration and enable new directors to contribute effectively from the outset while supporting long-term engagement. As part of our onboarding program, we provide written orientation materials promptly following appointment and arrange structured meetings with senior management, committee chairs and key function leaders to familiarize directors with our strategy, operations, risk management and governance framework. These sessions cover a wide range of topics including the company’s strategies, key objectives for each business segment and corporate function, financial results and reporting, capital allocation, client engagement, human capital management, internal and external audit matters, corporate governance and legal updates. In addition, we arrange meetings |
Fiserv, Inc. 2026 Proxy Statement | 07 |
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• | Board Limits. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without approval of our board of directors. Our governance guidelines also require that the nominating and corporate governance committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that our directors have adequate time to fulfill their responsibilities. |
• | Compensation Metrics. The talent and compensation committee re-evaluated the incentive compensation metrics and weightings for our annual cash incentive awards and performance share units in light of our strategic transformation and the One Fiserv action plan and approved certain updates for fiscal 2026 compensation to better align to our evolving strategy. |
• | Equity Compensation. Equity continues to comprise a significant majority of the incentive compensation provided to executive officers, thus aligning their interests with the interests of our shareholders and promoting long-term value creation. |
• | Clawback Policy. We maintain a compensation recoupment policy that fully complies with Securities and Exchange Commission rules and Nasdaq Global Select Market (Nasdaq) listing standards. In addition to the mandatory recoupment, the policy permits recoupment of all types of compensation (including but not limited to time-vesting equity awards as well as performance-based equity awards) other than base compensation for a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among other circumstances. The policy is available on our website at www.Fiserv.com and in our Annual Report on Form 10-K. |
• | Associate Engagement. In 2025, 90% of our associates participated in our annual global associate engagement survey. We scored highest in the operational excellence and manager effectiveness categories, reflecting our associates’ belief that Fiserv fosters an environment where associates can thrive and succeed. We also continued to focus on providing associates with training, learning and career development opportunities and building our recruiting and internal mobility programs, and continued to cultivate leadership at all levels through programs such as Leadership Academy and Leading Fiserv, empowering excellence, engagement and growth. |
• | Business and Community Impact. In 2025, Fiserv was named to the TIME100 Most Influential Companies. Central to the company’s TIME recognition is Clover, our cloud-based point-of-sale and business management platform that serves small and medium-sized businesses. By enabling commerce, payments and financial and business services, Clover delivers solutions that enable, connect and empower people, businesses and communities with market-leading technology. |
• | Engaging the U.S. Military Community. Through Fiserv Salutes, we hire and support veterans and spouses, creating career pathways via partnerships. A core tenant of Fiserv’s veterans hiring and support programs is Fiserv Salutes, the company’s engagement program focused on providing educational resources, mentorship and career opportunities to U.S. service members, veterans and military spouses. Fiserv also partners with organizations like Hiring our Heroes, 50Strong, the D’Aniello Institute for Veterans and Military Families, and Student Veterans of America®, to strengthen its connection with the military community and provide meaningful pathways for employment at Fiserv. We were recognized in 2025 as a Vets Ready Employer by the Wisconsin Department of Workforce Development, highlighting the company’s focus on supporting the military community as a leader for hiring and supporting those that have served our country. |
08 | Fiserv, Inc. 2026 Proxy Statement |
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• | Green Building Design. As part of our real estate strategy, we continue to incorporate green building design principles into new construction, renovation and building projects. As of 2025, we had over 750,000 square feet of LEED-certified office space. This includes our executive offices in New York City (LEED Gold), our New Jersey technology campus (LEED Platinum), our collaboration center in Dublin, Ireland (LEED Platinum), our Milwaukee, Wisconsin Headquarters (LEED Gold), and our office in Columbus, Ohio (LEED Silver). |
What We Heard | What We Do | |||||||
Shareholders expressed support for board refreshment and committee rotation | • Since 2024, we have added six new independent directors, each of whom has C-suite experience. These appointments reflect our commitment to maintaining a highly qualified board with the appropriate expertise to oversee our evolving strategy shifts. Our board’s thoughtful mix of tenures ensures fresh perspectives from newer directors, which complement the experience and institutional knowledge of our longer-serving members. Our independent directors have demonstrated flexibility in continuing to evaluate and assess board composition and leadership • With the addition of new directors, we also reconstituted board committee memberships and chair positions to align director skills with the strategic needs of the company as it evolves • In 2025, the board determined it was appropriate to separate the roles of chairman and chief executive officer and to appoint Mr. Simons, our then-lead independent director, as independent Chairman of the Board, effective upon our former chief executive officer’s resignation. Following Mr. Simons’ retirement, the board appointed Mr. Nixon as independent Chairman of the Board. Mr. Nixon’s background as a global financial institution leader and public company director positions him well to guide the board and support the company’s strategic priorities | |||||||
Fiserv, Inc. 2026 Proxy Statement | 09 |
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What We Heard | What We Do | |||||||
Shareholders asked about the skills and capabilities of our board members, including how the new additions complement board composition | • As part of our board refreshment process and in light of our evolving business, we thoughtfully considered the mix of skills, experiences and perspectives necessary to support the oversight of all aspects of our business and strategy • Our directors bring a highly relevant combination of industry and functional expertise, proven strategic and operating leadership across strategy, payments, technology and risk management and a demonstrated track record of innovation and growth. The new additions to our board bolster the skills and experiences represented on our board through their executive experience within financial services, extensive knowledge of strategy and transformation, financial expertise and strong track record of independent oversight | |||||||
Shareholders asked for details regarding how the board onboards new directors into their roles | • We continued to focus on our director education program, which includes product demonstrations and presentations from outside experts on emerging technology, artificial intelligence developments, the regulatory landscape, updates on the economy, administration and policy initiatives, as well as investor and governance updates • We refined our director onboarding program to accelerate director integration and support our goals of enabling new board members to make an immediate impact and promoting long-term engagement. The program includes comprehensive written materials, engagement with management and committee chairs, and meetings with industry experts and other third parties | |||||||
Shareholders expressed interest in the company’s governance and use of artificial intelligence and related skillsets on the board | • We are developing innovative solutions that use artificial intelligence and machine learning capabilities to help us enhance our efficiency and productivity and deliver innovative products and services to our clients • We established several oversight bodies and clear policies and guidelines that document our expectations regarding the responsible use of artificial intelligence as well as a “clearinghouse” to review artificial intelligence use cases • The board has made artificial intelligence governance a priority and ensured it has expertise to oversee this area, including several directors with deep experience in technology, data analytics, and risk management from leading global financial institutions and technology-driven organizations • The board also receives updates from external experts to stay current on emerging artificial intelligence risks and regulatory developments | |||||||
10 | Fiserv, Inc. 2026 Proxy Statement |
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What We Heard | What We Do | |||||||
Shareholders noted the importance of aligning compensation metrics with strategy to support long-term sustainable growth | • Our talent and compensation committee reviewed our compensation mix and incentive metrics to maximize alignment to our go-forward action plan and pay-for-performance philosophy • We updated our annual cash incentive plan for executive officers for 2026 with metrics focused on adjusted revenue for incentive compensation, adjusted operating margin, and the One Fiserv action plan, each weighted equally. We also amended our annual performance share unit design for our management committee for 2026 with metrics of relative total shareholder return (“TSR”), adjusted revenue growth, adjusted earnings per share and free cash flow conversion, with relative TSR and adjusted earnings per share each weighted at 30% and adjusted revenue growth and free cash flow conversion each weighted at 20%. These changes further align the program with shareholder feedback, the broader market and our strategic goals • We continue to award the majority of executive officer compensation in equity and set incentive targets designed to appropriately challenge and motivate performance that supports long-term shareholder value creation. For the relative TSR component, performance above median is required for target level vesting and payouts are capped at target if our absolute TSR over the three-year period is negative | |||||||
Shareholders expressed the importance of chief executive officer and senior management retention | • Our Compensation Discussion and Analysis (page 35) (“CD&A”) describes leadership changes and applicable sign-on compensation, including replacement equity granted to new named executive officers for certain foregone compensation and forfeited awards at prior employers, and compensation decisions that support retention in the context of leadership transitions and our strategic reset | |||||||
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Nixon | Lyons | Cohen | de Castro | DiSimone | Dufétel | Fritz | Gopal | Mamilli | Shedlin | Yarkoni | |||||||||||||||||||||||||
“C-Level” Executive Leadership | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Compensation and Talent | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Ecommerce, Mobile, Digital | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||
Finance | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Global Experience | • | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||
Government, Regulatory, Geopolitical | • | • | • | • | • | • | • | ||||||||||||||||||||||||||||
Payments | • | • | • | • | • | • | |||||||||||||||||||||||||||||
Public Company Board | • | • | • | • | • | ||||||||||||||||||||||||||||||
Risk Management | • | • | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||
Strategy | • | • | • | • | • | • | • | • | • | • | • | ||||||||||||||||||||||||
Technology and Information Security | • | • | • | • | • | • | • | • | |||||||||||||||||||||||||||
12 | Fiserv, Inc. 2026 Proxy Statement |
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Skill / Experience | Description | ||||
“C-Level” Executive Leadership | Experience as chief executive officer, chief financial officer or other executive-level manager. | ||||
Compensation and Talent | Experience in enterprise-wide human capital management and the development of human and other talent resources; employee engagement; employee training and development; and corporate culture. Experience in C-suite and other senior management performance evaluation, compensation and succession planning. | ||||
Ecommerce, Mobile, Digital | Experience in the oversight and ongoing development of financial and other technologies that innovate and measurably improve business and customer services and experiences. Experience in sophisticated mobile and digital consumer experiences or marketing and related strategic business matters. | ||||
Finance | Experience in the oversight and management of public company financial reporting, including the design, maintenance and effectiveness of internal control over financial reporting and disclosure controls and procedures, accounting and auditing. Experience in the oversight or design of capital structure strategies and policies, including capital market and other financing activities. | ||||
Global Experience | Experience working or residing outside of the U.S. or managing a complex organization doing business internationally, sufficient to enable current global perspective and general understanding of current geopolitical issues. | ||||
Government, Regulatory, Geopolitical | Experience related to compliance and regulation in complex, highly regulated industries, in particular in the global financial services or fintech and technology industries. Experience in government, public policy, or consulting organizations with oversight of or expertise in the global financial services or fintech and technology industries or other highly regulated industries. Experience within global retail or commercial banking, investment management or financial markets. | ||||
Payments | Experience with payments – particularly digital payments, including debit, credit, ACH, person-to-person, and person-to-business – with knowledge of processing infrastructure and settlement risk. | ||||
Public Company Board | Outside experience as a public company director. | ||||
Risk Management | Experience in the oversight, design and/or testing of enterprise risk management (ERM) and internal controls in alignment with or integrated into strategy. Experience in the integration of corporate social responsibility factors into ERM. | ||||
Strategy | Experience in the development and execution of business strategies designed to foster growth, including relative to sales and marketing, product, and capital allocation decisions for acquisitions, divestitures, and other strategic investments. | ||||
Technology and Information Security | Experience managing large technology projects or business transformations through large-scale software or infrastructure development. Experience in data management and information security, including artificial intelligence, cybersecurity and data privacy. | ||||
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For | The board of directors recommends that you vote “For” each of its nominees for director. |
Age: 55 Director since: 2025 Committees: • None | Michael P. Lyons | |
Mr. Lyons has served as our Chief Executive Officer since May 2025, and previously served as our President and CEO-Elect from January 2025 to May 2025. | ||
Business Experience | ||
Prior Positions | ||
• President of The PNC Financial Services Group, Inc. and PNC Bank, National Association (2024-2025) • Executive Vice President and Head of Corporate and Institutional Banking at PNC (2011-2024) • Head of Corporate Development and Strategic Planning for Bank of America (2010-2011) | ||
Reasons For Nomination | ||
• Currently serves as our Chief Executive Officer, providing deep insight into the company’s strategy, operations, and long-term value creation • Extensive experience in the financial services and banking industries, contributing seasoned leadership and industry perspective | ||
Age: 69 Director since: 2026 Chairman since: 2026 Committees: • None | Gordon M. Nixon | |
Mr. Nixon most recently served as President and Chief Executive Officer of Royal Bank of Canada, a global financial services company. | ||
Business Experience | ||
Current Directorships | ||
• BCE Inc., a communications company (public); Mr. Nixon became a director in 2014 and has decided not to stand for re-election at the upcoming general shareholder meeting in May 2026 • BlackRock, Inc., a leading investment management firm (public) • George Weston Limited, a holding company with retail and real estate businesses (public) | ||
Prior Positions | ||
• President and Chief Executive Officer of Royal Bank of Canada (2001-2014) • A variety of leadership positions at RBC Dominion (later known as RBC Capital Markets), including Head of Investment Banking, Head of Corporate Banking, and CEO of RBC Capital Markets | ||
Reasons For Nomination | ||
• Extensive experience as a global financial institution leader, providing deep perspective on strategy, risk management, and governance in complex, regulated environments • Strong background as a public company director, bringing seasoned oversight, judgment, and governance expertise | ||
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Age: 48 Director since: 2025 Committees: • Audit • Risk | Stephanie E. Cohen | |
Ms. Cohen has served as Chief Strategy Officer of Cloudflare, a leading cloud connectivity company, since 2024. | ||
Business Experience | ||
Prior Positions | ||
• Global Head of Platform Solutions at Goldman Sachs, a global investment bank and financial services company (2023-2024) • Global Co-Head of Consumer & Wealth Management at Goldman Sachs (2021-2022) • Chief Strategy Officer at Goldman Sachs (2018-2020) • Global Head of Financial Sponsors M&A at Goldman Sachs (2015-2017) • Global Head of General Industrials and Global Co-Head of Industrial M&A at Goldman Sachs (2011-2014) • A variety of other positions at Goldman Sachs since 1999 | ||
Reasons For Nomination | ||
• Technology leader with extensive management experience in the global financial services industry, bringing a strong perspective on innovation and transformation • Provides deep insight into the intersection of technology, operations, and financial services strategy | ||
Age: 60 Director since: 2019 Committees: • Nominating and Corporate Governance • Talent and Compensation | Henrique de Castro | |
Mr. de Castro most recently served as an advisor to Cantor Fitzgerald, a global financial services firm. | ||
Business Experience | ||
Current Directorships | ||
• Banco Santander, S.A., a Spanish multinational commercial bank (public) | ||
Prior Public Directorships | ||
• Target Corporation, a general merchandise retail company (2013-2020) • First Data Corporation (2017-2019) • CF Finance Acquisition Corp., a special purpose acquisition company (2018-2019) | ||
Prior Positions | ||
• Chief Operating Officer of CF Finance Acquisition Corp. (2018-2019) • Advisor to Cantor Fitzgerald (2015-2019) • Chief Operating Officer at Yahoo! Inc., a web services firm (2012-2014) • President of Partner Business Worldwide, President of Media, Mobile & Platforms Worldwide and other senior executive positions at Google, a multinational technology company (2006-2012) • Senior positions at Dell Corporation, a computer technology company • Senior positions at McKinsey & Company, a leading global management consulting firm | ||
Reasons For Nomination | ||
• Leadership and management experience in the global technology industry, including expertise in scaling platforms and driving global growth strategies • Contributes strategic and operational insight from leading large, complex technology organizations operating at global scale | ||
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Age: 71 Director since: 2018 Committees: • Audit • Risk | Harry F. DiSimone | |
Mr. DiSimone most recently served as the President of Commerce Advisors, Inc., a consulting and advisory services firm for the retail financial services and payments industries. | ||
Business Experience | ||
Prior Positions | ||
• President of Commerce Advisors, Inc. (2008-2020) • Managing Partner and Co-Founder of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States (2010-2015) • Executive Vice President, Chief Operating Officer of the Chase credit card business, Private Label Card and Merchant Processing Executive, Retail Bank Chief Marketing Officer, Consumer Banking, Investments and Insurance Executive, Chase Personal Financial Services Executive and other senior level positions at JPMorgan Chase & Co., a global financial services company, and its predecessor organizations (1976-2008) • Advisor to retail banking and payment organizations, including The Direct Marketing Association, the NYCE Payment Network, Chase Paymentech, Mastercard’s U.S. Business Committee, Visa Global Advisors, the New York Clearing House’s Strategic Planning Committee and the Federal Reserve Bank’s Payment Card Council | ||
Reasons For Nomination | ||
• Extensive experience in the banking, payments and financial services industries, offering deep industry knowledge and practical operating perspective • Provides seasoned insight into financial services operations and risks relevant to the company’s business | ||
Age: 45 Director since: 2026 Committees: • Audit • Risk | Céline Dufétel | |
Ms. Dufétel has served as Chief Financial Officer of Bridgewater Associates, LP, an investment management firm, since May 2025. | ||
Business Experience | ||
Prior Positions | ||
• President of Checkout.com, a digital payments company (2023-2024) • Chief Financial Officer and Chief Operating Officer of Checkout.com (2021-2023) • Chief Financial Officer and Chief Operating Officer of T. Rowe Price, a financial services company (2021) • Chief Financial Officer of T. Rowe Price (2017-2021) • Partner at McKinsey & Company, a leading global management consulting firm | ||
Reasons For Nomination | ||
• Seasoned executive with leadership experience in the financial services, digital payments, and asset management industries, providing broad industry perspective • Brings a strong investor perspective, contributing insight on strategy, capital allocation, and long-term value creation | ||
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![]() Age: 63 Director since: 2024 Committees: • Talent and Compensation, Chair • Audit | Lance M. Fritz | |
Mr. Fritz most recently served as Chairman, President and Chief Executive Officer of Union Pacific Corporation, a leading transportation company. | ||
Business Experience | ||
Current Directorships | ||
• Parker Hannifin Corporation, a motion and controls technology company (public) | ||
Prior Public Directorships | ||
• Union Pacific Corporation (2015-2023) | ||
Prior Positions | ||
• Chairman, President and Chief Executive Officer of Union Pacific Corporation (2015-2023) • A variety of other leadership positions at Union Pacific Corporation since 2000 | ||
Reasons For Nomination | ||
• Extensive leadership, operations, government and regulatory, risk management, and public company experience gained through years of service as chief executive officer and chairman of a public company • Provides seasoned executive judgment and governance experience relevant to overseeing a large, complex public company | ||
![]() Age: 64 Director since: 2024 Committees: • Nominating and Corporate Governance, Chair • Talent and Compensation | Ajei S. Gopal | |
Mr. Gopal has served as President and Chief Executive Officer of Procore Technologies, Inc., a global provider of cloud-based construction management software, since November 2025. | ||
Business Experience | ||
Current Directorships | ||
• Procore Technologies, Inc. (public) • Synopsys, Inc., an engineering solutions provider (public) | ||
Prior Public Directorships | ||
• ANSYS, Inc., an engineering simulation solutions provider (2011-2025) • Citrix Systems, a cloud computing and virtualization technology company (2017-2021) | ||
Prior Positions | ||
• President and Chief Executive Officer of ANSYS, Inc. (2017-2025) • President and Chief Operating Officer of ANSYS, Inc. (2016) • Operating Partner at Silver Lake Partners, a leading private equity technology investor (2013-2016) • Senior Vice President and General Manager, HP Software (2011-2013) • Executive Vice President at CA Technologies (2006-2011) • Executive Vice President and Chief Technology Officer at Symantec (2004-2006) • Founder of ReefEdge Networks (2000-2004) • Various positions at IBM (1988-2000) | ||
Reasons For Nomination | ||
• Extensive executive, operational, and technology experience, offering a strong perspective on enterprise leadership and execution • Contributes deep insight into managing complex organizations and driving operational excellence | ||
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Age: 58 Director since: 2021 Committees: • Risk, Chair • Nominating and Corporate Governance | Wafaa Mamilli | |
Ms. Mamilli has served as Executive Vice President, Chief Digital and Technology Officer of Roche, a biotechnology, pharmaceutical and diagnostics company, since February 2025. | ||
Business Experience | ||
Prior Positions | ||
• Executive Vice President, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc., a global animal health company (2022-2025) • Chief Information and Digital Officer of Zoetis (2020-2022) • Global Chief Information Officer for business units at Eli Lilly and Company, a pharmaceutical company (2019-2020) • A variety of leadership positions at Eli Lilly since 1995, including Chief Information Security Officer (2016-2019) | ||
Reasons For Nomination | ||
• Extensive global experience and technology experience, including expertise in cybersecurity, digital, and analytics • Brings valuable perspective on technology, risk, data, and digital transformation in a global operating environment | ||
Age: 62 Director since: 2026 Committees: • Audit, Chair • Talent and Compensation | Gary S. Shedlin | |
Mr. Shedlin has served as Vice Chairman of BlackRock, Inc., a leading investment management firm, since 2023. | ||
Business Experience | ||
Prior Positions | ||
• Chief Financial Officer of BlackRock, Inc. (2013-2023) • Vice Chairman, Investment Banking, and a Managing Director in the Financial Institutions Group of Morgan Stanley, a global financial services firm (2010-2012) • Chairman of Financial Institutions Group and other senior positions at Citigroup Inc., a global banking company (2004-2010) • Co-Head of the Financial Institutions Group and a variety of other positions at Lazard, a financial advisory and asset management firm (1990-2004) | ||
Reasons For Nomination | ||
• Deep experience in leadership, finance and audit, including ten years’ experience as a chief financial officer • Provides strong financial oversight, capital allocation, and risk management expertise to the board | ||
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![]() Age: 56 Director since: 2023 Committees: • Nominating and Corporate Governance • Risk | Charlotte B. Yarkoni | |
Ms. Yarkoni most recently served as President of Commerce, Ecosystems, Cloud & AI of Microsoft Corporation, a global technology provider. | ||
Business Experience | ||
Current Directorships | ||
• TransUnion, a global information and insights company (public) | ||
Prior Positions | ||
• President of Commerce, Ecosystems, Cloud & AI of Microsoft (2022-2025) • Vice President and Chief Operating Officer, Cloud & AI of Microsoft (2021-2022) • Vice President, Commerce and Ecosystems of Microsoft (2016-2021) • President of Telstra Software Group, a strategic global software business (2013-2016) • Senior Vice President, Cloud Services, of VMware, a leading provider of multi-cloud services (2011-2013) | ||
Reasons For Nomination | ||
• Proven technology leader with an extensive background in cloud-based applications, providing deep insight into modern technology platforms • Brings executive experience from both public and privately held technology firms, contributing strong operational and governance perspective to the board | ||
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Input | Actions | ||||
• We conduct annual board assessments, full board discussions and third-party evaluations. • We conduct director surveys regarding board performance, and our lead independent director or independent chairman, as applicable, discusses the results with each director individually, and with the board as a group. | In response to the feedback received, the board took several actions including: • Appointing three new independent directors (including an independent chairman) in 2026, each with executive leadership experience including one with chief executive officer experience • Continuing to provide director education opportunities, including presentations from outside experts at each regular board meeting • Refining our enhanced director orientation program to accelerate director integration and meet our goal of enabling new directors to make an immediate impact while promoting their long-term engagement • Rotating board committee membership to maximize the impact of directors in providing effective oversight | ||||
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• | Annual Review and Appointment. In accordance with our governance guidelines, our board of directors annually conducts an evaluation of its leadership structure and elects a chairman of the board, who may or may not be our chief executive officer, based on what it believes is in the best interests of our company and our shareholders. If the individual elected as chair is the chief executive officer or is otherwise an employee of our company, our governance guidelines provide that the non-employee directors will appoint a lead independent director. |
• | Independent Chairman of the Board. In 2025, the board determined to separate the roles of chairman and chief executive officer and appointed Mr. Simons as independent Chairman of the Board, effective May 6, 2025. Mr. Simons served in that capacity until his retirement from the board on January 1, 2026, on which date Gordon M. Nixon assumed the role of independent Chairman of the Board. In appointing Mr. Nixon as Chairman, the board considered his extensive experience as a global financial institution leader and strong background as a public company director. |
• | Robust Governance Practices. The board believes that our robust corporate governance practices, including a strong lead director or non-executive chair role, independent leadership of all board committees, and consistent board refreshment enables effective independent oversight. The significant majority of our directors are independent and all four of our standing board committees are chaired by independent directors and comprised fully of independent directors. |
Nominating and Corporate Governance Committee | ||||
Mr. Gopal (Chair) | Committee Rotation. In 2025, Mr. de Castro was appointed to the committee and Mr. Gopal rotated to the talent and compensation committee. On January 1, 2026, Ms. Yarkoni was appointed to the committee, Mr. Gopal was reappointed to the committee as chair and Mr. Fritz rotated to the talent and compensation committee. Primary Responsibilities. The nominating and corporate governance committee assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board and its committees including committee rotation and leadership. The committee is also responsible for corporate governance matters. | |||
Mr. de Castro | ||||
Ms. Mamilli | ||||
Ms. Yarkoni | ||||
Number of Meetings held in 2025: 5 | ||||
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Audit Committee | ||||
Mr. Shedlin (Chair) | Committee Rotation. In 2025, Ms. Cohen was appointed to the committee and Mr. de Castro rotated to the nominating and corporate governance committee. On January 1, 2026, Mr. Shedlin and Ms. Dufétel were appointed to the committee, with Mr. Shedlin assuming the role of chair, and Ms. Yarkoni rotated to the nominating and corporate governance committee. Primary Responsibilities. The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm and establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. Audit Committee Financial Experts and Report. The board of directors has determined that Messrs. Shedlin, DiSimone and Fritz and Mses. Cohen and Dufétel are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K. The report of the audit committee can be found on page 79. | |||
Ms. Cohen | ||||
Mr. DiSimone | ||||
Ms. Dufétel | ||||
Mr. Fritz | ||||
Number of Meetings held in 2025: 8 | ||||
Talent and Compensation Committee | ||||
Mr. Fritz (Chair) | Committee Rotation. In 2025, Mr. Gopal was appointed to the committee. On January 1, 2026, Messrs. Fritz and Shedlin were appointed to the committee, with Mr. Fritz assuming the role of chair. Primary Responsibilities. The talent and compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy. CD&A and Report of the Committee. Additional information regarding the talent and compensation committee and our named executive officer compensation is provided below under the heading “Our Executive Pay – Compensation Discussion and Analysis.” The report of the talent and compensation committee can be found on page 55. | |||
Mr. de Castro | ||||
Mr. Gopal | ||||
Mr. Shedlin | ||||
Number of Meetings held in 2025: 6 | ||||
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Risk Committee | ||||
Ms. Mamilli (Chair) | Committee Rotation. In 2025, Ms. Cohen was appointed to the committee and Ms. Mamilli assumed the role of chair. On January 1, 2026, Ms. Dufétel was appointed to the committee and Mr. Gopal rotated to the nominating and corporate governance committee. Primary Responsibilities. The risk committee is responsible for oversight of key company risks, including cybersecurity, risk appetite, risk governance structure, regulatory exams, risk management and other risk matters. | |||
Ms. Cohen | ||||
Mr. DiSimone | ||||
Ms. Dufétel | ||||
Ms. Yarkoni | ||||
Number of Meetings held in 2025: 5 | ||||
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• | Maintains primary oversight of strategic, operational, and financial risks |
• | Receives information regarding our financial performance and condition from our chief executive officer and chief financial officer to understand and address current and emerging risks |
• | Discusses with senior management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the board to evaluate competitive and operational risks |
• | Reviews and discusses with management key risks, including cybersecurity, business continuity, resiliency, technology, artificial intelligence, privacy and data management, credit, settlement, liquidity, third-party, regulatory compliance, and market risk, including product, geography and competition risks |
• | Annually reviews, jointly with the audit committee, our ERM program, including the identification of top risks |
• | Regularly reviews and approves a list of top enterprise risks, an enterprise risk appetite statement, and the tolerance levels for board-level risk metrics |
• | Reviews and discusses with management the risk appetite relating to top risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks |
• | Reviews and discusses with management the risk governance structure and the guidelines, policies and processes regarding risk assessment and management |
• | Reviews and discusses with management relevant regulatory exams, findings from such exams, and the status of the remediation of any such findings |
• | Monitors the performance of the risk management function |
• | Working closely with management and the board, oversees management of risks associated with director succession, independence, and conflicts of interest, as well as regulatory risks related to our corporate governance programs and policies |
• | Oversees our corporate social responsibility programs, policies, stakeholder engagement, and reporting, including identifying, evaluating and monitoring related trends, opportunities and risks |
• | Oversees our public policy activities and, at least annually, reviews our political contributions and expenditures and political expenditure policy |
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• | Oversees management of risks relating to our human capital strategy, including with respect to talent – including recruiting, development, and retention – and culture |
• | Reviews the design and implementation of our compensation programs and policies and the administration of our incentive plans to manage compensation-related risk |
• | Evaluates risk relating to our succession planning for senior management |
• | Oversees regulatory compliance with respect to compensation matters |
• | Monitors our significant internal control process, including the process of preparing interim and annual financial results, disclosure controls and procedures, corporate audit function and periodic review and approval of our code of conduct and business ethics |
• | Meets with our chief executive officer, chief financial officer, chief legal officer and other members of management, as appropriate, in connection with our filings with the Securities and Exchange Commission, earnings press releases, and other corporate communications containing material financial and risk-related disclosures |
• | Oversees our chief audit executive and the independent registered public accounting firm and monitors risks related to financial reporting matters, including tax, accounting, disclosure controls and procedures, and internal control over financial reporting |
• | Annually reviews, jointly with the risk committee, our ERM program and top risks |
• | Oversees legal and regulatory matters that may have a material impact on our financial statements, material litigation, and reports or evidence of material violations of the law or our code of conduct or fraud |
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• | Compensate directors for the responsibilities and time commitments required 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 |
Element of Compensation | 2025 | ||||
Annual Equity Award | $230,000 | ||||
Board Fee | 100,000 | ||||
Chairman Fee | 150,000 | ||||
Committee Fee | 15,000 | ||||
Committee Chair Fee | |||||
Nominating and Corporate Governance; Risk; Talent and Compensation | 20,000 | ||||
Audit | 25,000 | ||||
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Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | ||||||||
Gordon M. Nixon(3) | — | — | — | ||||||||
Stephanie E. Cohen(4) | 98,400 | 268,096 | 366,496 | ||||||||
Henrique de Castro(4) | 130,000 | 230,110 | 360,110 | ||||||||
Harry F. DiSimone(4) | 137,363 | 230,110 | 367,473 | ||||||||
Céline Dufétel(3) | — | — | — | ||||||||
Lance M. Fritz(4) | 142,637 | 230,110 | 372,747 | ||||||||
Ajei S. Gopal(4) | 130,000 | 230,110 | 360,110 | ||||||||
Wafaa Mamilli(4) | 142,637 | 230,110 | 372,747 | ||||||||
Gary S. Shedlin(3) | — | — | — | ||||||||
Charlotte B. Yarkoni(4) | 130,000 | 230,110 | 360,110 | ||||||||
Former Directors | |||||||||||
Heidi G. Miller(5) | 55,632 | — | 55,632 | ||||||||
Doyle R. Simons(5)(6) | 199,038 | 305,295 | 504,333 | ||||||||
Kevin M. Warren(4)(5) | 155,000 | 230,110 | 385,110 | ||||||||
(1) | This column includes fees earned or paid in cash during 2025, including the following amounts that were deferred under our non-employee director deferred compensation plan: Mr. de Castro – $130,000; Mr. DiSimone – $137,363; Mr. Fritz – $142,637; Mr. Gopal – $130,000; Ms. Mamilli – $142,637; Ms. Yarkoni – $130,000; Ms. Miller – $55,632; and Mr. Simons – $199,038. |
(2) | We granted each non-employee director re-elected at our 2025 annual meeting of shareholders such number of restricted stock units determined by dividing $230,000 by $189.86, the closing price of our common stock on May 14, 2025, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each non-employee director received 1,212 restricted stock units. On that date, we also granted Mr. Simons, as our chairman, such number of restricted stock units determined by dividing $75,000 by $189.86, rounded up to the next whole restricted stock unit. Accordingly, Mr. Simons received an additional 396 restricted stock units. |
Ms. Cohen joined our board on March 15, 2025, and we granted her 177 restricted stock units, representing a pro rata number based on the number of days between the date of her appointment and May 14, 2025, the date of the next annual meeting of shareholders, and using the closing price of our common stock on March 15, 2025 of $214.61. |
All restricted stock units granted in 2025 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 15 to our Consolidated Financial Statements for the year ended December 31, 2025. |
(3) | Mr. Nixon, Ms. Dufétel and Mr. Shedlin joined our board in 2026 and did not receive compensation in 2025. |
(4) | As of December 31, 2025, each of Ms. Cohen, Mr. de Castro, Mr. DiSimone, Mr. Fritz, Mr. Gopal, Ms. Mamilli, Ms. Yarkoni and Mr. Warren held 1,212 unvested restricted stock units. |
(5) | Ms. Miller’s term as a director ended at the 2025 annual meeting of shareholders, and Messrs. Simons and Warren resigned from the board effective as of January 1, 2026. |
(6) | As of December 31, 2025, Mr. Simons held 9,466 options to purchase shares of our common stock, all of which were vested, and 1,608 unvested restricted stock units. |
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• | Executive officer compensation is primarily variable and in the form of equity. The annual compensation payable to our named executive officers is primarily variable and in the form of equity. |
• | Annual incentive awards are based on financial performance objectives. Annual incentive awards to our named executive officers are based on performance against established financial performance objectives. |
• | Our performance share units have rigorous total shareholder return and financial performance goals. Shares subject to the performance share units vest based on attainment of relative total shareholder return and achievement of financial performance goals. For the relative total shareholder return component, above-median performance at the 55th percentile relative to the S&P 500 is required for target level vesting and payouts are capped at target if our absolute total shareholder return over the three-year period is negative. |
• | Clawback Policy. We maintain a robust compensation recoupment policy that complies with Securities and Exchange Commission rules and the Nasdaq listing standards and that contains recovery rights beyond the base requirements, including where there is a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants. |
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• | 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 each named executive officer to own 4x their base salary. |
• | We prohibit hedging and pledging of stock by named executive officers. |
• | We maintain a comprehensive compensation “clawback” policy. |
For | The board of directors recommends that you vote “For” Proposal 2. |
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Named Executive Officer | Title | ||||
Michael P. Lyons | Chief Executive Officer | ||||
Paul M. Todd | Chief Financial Officer | ||||
Panagiotis (Takis) Georgakopoulos | Co-President | ||||
Dhivya Suryadevara | Co-President | ||||
Adam L. Rosman | Chief Administrative Officer and Chief Legal Officer | ||||
- | Frank J. Bisignano, Former Chairman of the Board and Chief Executive Officer |
- | Guy Chiarello, Former Chief Operating Officer |
- | John Gibbons, Former Co-Head of Financial Institutions Group |
- | Robert W. Hau, Former Chief Financial Officer |
• | Operating with a client-first mindset to win new enterprise clients and grow average revenue per client |
• | Building the pre-eminent small business operating platform through Clover |
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• | Creating differentiated, innovative platforms in finance and commerce, including embedded finance and stablecoin |
• | Delivering operational excellence through Project Elevate, our new multi-year transformation agenda powered by artificial intelligence |
• | Employing disciplined capital allocation for the long-term |
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What We Do | ||
Pay for Performance. Named executive officer compensation is primarily variable and delivered in the form of long-term incentive equity awards, at least half of which are performance share units. | ||
Performance Share Units. We grant performance share units that vest based on the achievement of three-year absolute and relative performance goals. | ||
Performance Metrics. Annual cash incentive payments are based on quantitative financial performance objectives and strategic priorities which are established by the talent and compensation committee at the beginning of each year. | ||
Rigorous Total Shareholder Return Goal. In 2025, forty percent (40%) of the performance share units granted as incentive compensation vest based on our relative total shareholder return over a three-year performance period as compared to the S&P 500 Index. These performance share units only vest at target for above-median performance, and the number of shares issued is capped at the target amount if our absolute total shareholder return over the three-year period is negative. | ||
Double-Trigger Change of Control Benefits. In the event of a change of control, our executive officers will only receive a cash severance payment and vesting of unvested restricted stock units, stock options and performance share units upon a qualifying termination following the change of control. | ||
Robust Stock Ownership. We have a stock ownership policy that requires our executive officers and directors to own a significant amount of Fiserv equity to further align their long-term interests with those of our shareholders. • Chief executive officer – twelve times (12x) his annual base salary • Other executive officers – four times (4x) their respective annual base salaries • Directors – four times (4x) the sum of the annual board cash fee and equity award value | ||
Clawback Policy. We maintain a compensation recoupment, or “clawback,” policy which fully complies with Securities and Exchange Commission rules and Nasdaq listing standards. In addition to the mandatory recoupment, the policy permits recoupment of all types of compensation (including but not limited to time-vesting equity awards as well as performance-based equity awards) other than base salary or base fees for a restatement of our operating or financial results, a violation of our code of conduct or the law, or non-compliance with restrictive covenants, among other circumstances. | ||
What We Don’t Do | ||
No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock. | ||
No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers. | ||
No Gross-Ups. We generally do not have tax gross-up arrangements with our executive officers. | ||
Calculation of Share Ownership. Performance share units do not count toward meeting our stock ownership requirements. | ||
No Employment Agreements. No executive officers have employment agreements with a term. | ||
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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Type | Element | Description | Purpose | ||||||||
Annual Compensation | Base Salary | • Fixed annual amount • Determined by the talent and compensation committee based on market data, scope of responsibilities, market value of experience, overall effectiveness and, except in the case of our chief executive officer, the recommendation of our chief executive officer | • Provides the named executive officer with a competitive level of income security | ||||||||
Annual Cash Incentive | • Annual award based on quantitative financial performance objectives and strategic priorities which are established by the talent and compensation committee • Ensures a significant portion of compensation is “at risk” and payable based on formulaic performance against financial objectives | • Motivates named executive officers to achieve annual financial results that, in turn, further our achievement of long-term objectives | |||||||||
Long-Term Compensation | Performance Share Units | • Equity grants for which the number of shares earned is determined by the achievement of relative and absolute performance goals over a multi-year period | • Incentivizes the achievement of long-term performance objectives to align our named executive officers’ economic interests with those of our shareholders | ||||||||
Restricted Stock Units | • Equity grants that vest over a period of several years where the ultimate value depends on our share price | • Promotes retention and further aligns the interests of our named executive officers and shareholders | |||||||||
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• | 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 |
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Adobe Inc. | Intuit Inc. | ||||
American Express Company | Mastercard Incorporated | ||||
Automatic Data Processing, Inc. | Nasdaq, Inc. | ||||
BlackRock, Inc. | Paychex, Inc. | ||||
Block, Inc. | PayPal Holdings, Inc. | ||||
Cognizant Technology Solutions Corporation | Salesforce, Inc. | ||||
Discover Financial Services(1) | S&P Global Inc. | ||||
Fidelity National Information Services, Inc. | The Bank of New York Mellon Corporation | ||||
Global Payments Inc. | Visa Inc. | ||||
(1) | Capital One Financial Corporation replaced Discover Financial Services in our peer group for 2026 compensation. |
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![]() | Annual Base Salary: $1,300,000 Annual base salary determined based on skills, experience, performance and market competitiveness | ||||
Base salary paid in 2025 was $1,214,236 | |||||
Annual Cash Incentive: 200% of base salary Variable based on company and individual performance to drive achievement of near-term key financial and operational goals | |||||
Mr. Lyons did not receive a payout under the annual cash incentive plan for 2025 | |||||
Annual Equity Awards: $16,100,000 Variable and stock-based, comprised 60% in performance share units that cliff vest after three years subject to the achievement of performance goals and 40% in restricted stock units (RSUs) with three-year vesting | |||||
$9,660,000 in PSUs and $6,440,000 in RSUs | |||||
Total Target Compensation: | $ 20,000,000 | ||||
Compensation Element(1) | Target Value | Realizable Value | ||||||
Base Salary | $1,300,000 | $1,300,000(2) | ||||||
Annual Cash Incentive | $2,600,000 | $0(3) | ||||||
Annual Equity Awards(4) | $16,100,000 | $2,578,331 | ||||||
Total | $20,000,000 | $3,878,331 | ||||||
(1) | Realizable compensation excludes the sign-on awards Mr. Lyons received in 2025 to replace the value of the cash incentives and unvested equity awards from his prior employer that he forfeited upon joining the company. |
(2) | Realizable Value of Base Salary in the table is the target base salary for Mr. Lyons. Based on his start date of January 27, 2025, the actual amount of base salary paid in 2025 was $1,214,236. |
(3) | Realizable Value of Annual Cash Incentive is $0 because the performance goals under the cash incentive plan for 2025 were not achieved. |
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(4) | Target Value of Annual Equity Awards reflects the grant date value of annual restricted stock unit and performance share unit awards made to Mr. Lyons on February 7, 2025. Realizable Value of Annual Equity Awards reflects the value of the restricted stock units and the value of a projected payout of the performance share units at 40% of the target level, in each case, using the closing price of the company’s common stock as of March 19, 2026. The projected payout of the performance share units is calculated using actual organic revenue growth and adjusted earnings per share results for 2025, assumed target performance for the 2026 and 2027 organic revenue growth and adjusted earnings per share metrics, and assumed below-threshold performance for the relative total shareholder return metric. |

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Performance Objective (in millions) and Weighting | Threshold | Target | Maximum | Actual | ||||||||||
Adjusted Revenue for Incentive Compensation (50%) | $20,500 | $20,950 | $21,500 or more | $19,599 | ||||||||||
Adjusted Operating Income (50%) | $8,290 | $8,540 | $8,790 or more | $7,398 | ||||||||||
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Performance Share Units(1) | Restricted Stock Units(1) | |||||||||||||
Grant Date Fair Value ($) | Units (#) | Grant Date Fair Value ($) | Units (#) | |||||||||||
M. Lyons | 11,169,593 | 43,061 | 6,440,070 | 27,993 | ||||||||||
P. Georgakopoulos | 6,937,645 | 26,746 | 6,000,195 | 26,081 | ||||||||||
A. Rosman | 2,746,162 | 10,587 | 2,375,139 | 10,324 | ||||||||||
F. Bisignano | — | — | 25,600,157 | 111,276 | ||||||||||
G. Chiarello | — | — | 7,500,186 | 32,601 | ||||||||||
J. Gibbons | 3,035,382 | 11,702 | 2,625,215 | 11,411 | ||||||||||
R. Hau | 4,422,859 | 17,051 | 3,825,208 | 16,627 | ||||||||||
(1) | This table shows annual equity incentive awards that were granted in February 2025. It does not include sign-on equity awards granted in 2025. |
Performance Metrics – 2024 and 2025 PSUs | Description | Weighting | ||||||
Relative total shareholder return | Relative total shareholder return compared to the S&P 500 Index aligns our pay-for-performance philosophy with the creation of shareholder value | 40% | ||||||
Organic revenue growth | The long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions, dispositions, foreign currency fluctuations, and postage reimbursements | 40% | ||||||
Adjusted earnings per share | An increase in adjusted earnings per share can drive an increase in shareholder value | 20% | ||||||
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Three-Year Company TSR Relative Ranking | Performance Multiplier | |||||||
Threshold | 30th percentile | 50% | ||||||
Target | 55th percentile | 100% | ||||||
Maximum | 90th percentile or greater | 200% | ||||||
2024 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | ||||||||
Threshold | 13% | $8.30 | 50% | ||||||||
Target | 16% | $8.63 | 100% | ||||||||
Maximum | 19% | $9.00 | 200% | ||||||||
2024 / 2025 PSUs | Organic Revenue Growth (40% Weighting) | Adjusted Earnings Per Share (20% Weighting) | Performance Multiplier | ||||||||
Threshold | 8% | $9.90 | 50% | ||||||||
Target | 11% | $10.25 | 100% | ||||||||
Maximum | 14% | $10.60 | 200% | ||||||||
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Three-Year Company TSR Relative Ranking | Performance Multiplier | |||||||
Threshold | 30th percentile | 50% | ||||||
Target | 60th percentile | 100% | ||||||
Maximum | 90th percentile or greater | 200% | ||||||
One Fiserv Action Plan Performance Metrics | Description | Rationale | Weighting | ||||||||
• Cumulative new sales | Measures new sales | Supports recurring revenue growth | 10% | ||||||||
• Attrition improvement | Measures reduction in Clover volume attrition and Financial Solutions revenue attrition | Emphasizes client satisfaction and growth of average revenue per client | 10% | ||||||||
• Project Elevate savings | Measures run rate savings generated | Reflects progress in delivering operating and client experience improvements through productivity, efficiency and technology modernization | 10% | ||||||||
• Product completion commitments | Measures whether specific product commitments are achieved | Promotes disciplined execution relative to building differentiated platforms | 10% | ||||||||
• Free cash flow per share growth | Measures growth in free cash flow per share | Reinforces disciplined execution and investment | 10% | ||||||||
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Role | Stock Ownership Requirement | ||||
Chief Executive Officer | 12x annual base salary | ||||
Other Executive Officers | 4x annual base salary | ||||
• | in the case of any restatement of operating or financial results, the excess amount of any incentive awards (including time-vesting equity awards) that are granted, earned, or vested based in whole or in part on the attainment of such results from any current or former employee of the company as well as independent contractors; and |
• | in the event of a Department of Justice criminal resolution with us, certain violations of our code of conduct, or the violation of a restrictive covenant, certain compensation paid or granted (including time-vesting equity awards) to culpable individuals. |
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• | Restricted Stock Units: Immediately prior to his resignation on the Confirmation Date, Mr. Bisignano held 174,043 unvested restricted stock units. Under Mr. Bisignano’s employment agreement, Mr. Bisignano was entitled to full vesting of his unvested restricted stock units upon his resignation as chairman and chief executive officer and a director in connection with his confirmation (the “Confirmation Departure”), provided that he would be required to hold, and would not be permitted to transfer, the net shares issued upon vesting of the restricted stock units until the date that such restricted stock units would have otherwise vested. Effective as of the Confirmation Departure, the talent and compensation committee approved the waiver of such holding periods that would otherwise be applicable to the shares of our common stock issued upon vesting of the restricted stock units to enable Mr. Bisignano to divest such shares in order to comply with the Ethics Agreement. |
• | Performance Share Units: Immediately prior to his resignation on the Confirmation Date, Mr. Bisignano held 112,921 unvested performance share units with respect to the 2023–2025 performance period (“2023 PSUs”) |
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Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3)(4) ($) | Non-Equity Incentive Plan Compensation(4)(5) ($) | All Other Compensation(6) ($) | Total ($) | ||||||||||||||||
Michael P. Lyons Chief Executive Officer(7) | 2025 | 1,214,236 | 11,665,109 | 55,881,279 | — | 1,581,368 | 70,341,992 | ||||||||||||||||
Paul M. Todd Chief Financial Officer(8) | 2025 | 215,909 | 750,000 | 1,791,502 | — | — | 2,757,411 | ||||||||||||||||
Panagiotis (Takis) Georgakopoulos Co-President(9) | 2025 | 1,000,000 | 12,937,840 | — | — | 13,937,840 | |||||||||||||||||
Dhivya Suryadevara Co-President(10) | 2025 | 83,333 | 3,300,000 | 13,415,896 | — | — | 16,799,229 | ||||||||||||||||
Adam L. Rosman Chief Administrative Officer and Chief Legal Officer | 2025 | 750,000 | — | 5,121,301 | — | — | 5,871,301 | ||||||||||||||||
2024 | 725,000 | — | 3,387,760 | — | — | 4,112,760 | |||||||||||||||||
2023 | 600,000 | — | 3,075,468 | 696,000 | — | 4,371,468 | |||||||||||||||||
Frank J. Bisignano Former Chairman of the Board and Chief Executive Officer(11) | 2025 | 487,879 | — | 25,600,157 | — | 292,193 | 26,380,229 | ||||||||||||||||
2024 | 1,400,000 | — | 22,016,635 | — | 357,848 | 23,774,483 | |||||||||||||||||
2023 | 1,400,000 | — | 23,252,867 | 3,000,000 | 290,891 | 27,943,757 | |||||||||||||||||
Guy Chiarello Former Chief Operating Officer(12) | 2025 | 1,000,000 | — | 7,500,186 | — | — | 8,500,186 | ||||||||||||||||
2024 | 1,000,000 | — | 8,104,354 | — | — | 9,104,354 | |||||||||||||||||
2023 | 1,000,000 | — | 9,782,811 | 1,560,000 | — | 12,342,811 | |||||||||||||||||
John Gibbons Former Co-Head of Financial Institutions Group(13) | 2025 | 750,000 | | 5,660,596 | 6,410,596 | ||||||||||||||||||
2024 | 750,000 | — | 3,965,017 | — | 63,281 | 4,778,297 | |||||||||||||||||
Robert W. Hau Former Chief Financial Officer(14) | 2025 | 750,000 | — | 8,248,067 | — | — | 8,998,067 | ||||||||||||||||
2024 | 750,000 | — | 5,656,705 | — | — | 6,406,705 | |||||||||||||||||
2023 | 718,750 | — | 5,700,058 | 900,000 | — | 7,318,808 | |||||||||||||||||
(1) | Upon joining our company, Mr. Lyons received a cash payment of $11,665,109 intended to replace unvested equity awards from his prior employer scheduled to vest within the month following his appointment and the cash portion of his 2024 annual incentive compensation that was expected to be provided had he |
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(2) | Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 15 to our Consolidated Financial Statements for the year ended December 31, 2025. |
(3) | The amounts shown in this column for 2025 include the grant date fair value of restricted stock units and performance share units granted to Messrs. Lyons ($46,028,499), Todd ($791,459), Georgakopoulos ($6,937,645), Rosman ($2,746,162), Gibbons ($3,035,382), and Hau ($4,422,859) and Ms. Suryadevara ($3,605,852) at the target award level. With respect to performance share units, the value realized at the end of the three-year performance period will depend on the company’s achievement of relative total shareholder return, organic revenue growth 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 2025 awards would be as follows: Mr. Lyons – $92,056,998; Mr. Todd – $1,582,917; Mr. Georgakopoulos – $13,875,290; Mr. Rosman – $5,492,324; Ms. Suryadevara – $7,211,703; Mr. Gibbons – $6,070,764; and Mr. Hau – $8,845,718. |
(4) | In 2023, the talent and compensation committee approved the following annual incentive amounts based on our achievement of adjusted revenue for incentive compensation and adjusted operating income in 2022: Mr. Bisignano – $2,455,000; Mr. Chiarello – $1,596,400; Mr. Hau – $921,000; Mr. Rosman – $712,240. The committee elected to pay these annual incentive awards for 2022 entirely in equity, comprised of 50% performance share units and 50% restricted stock units, except in the case of Mr. Bisignano, who received 60% performance share units and 40% restricted stock units. Because these equity grants were made in 2023, the grant date fair value of these awards is included in the stock awards column in 2023 in accordance with applicable Securities and Exchange Commission rules. |
(5) | Except as noted in footnote 4, these cash incentive payments were earned for the year listed and paid in the following year. |
(6) | The amount in this column for Mr. Lyons for 2025 includes reimbursement for relocation expenses of $1,052,840, aggregate incremental cost of $472,077 associated with personal use of company aircraft (including $200,377 of relocation-related 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, aggregate incremental cost of $9,418 associated with company-provided transportation determined by multiplying the total cost of company-provided vehicles for the year by the percentage of his personal use and by the percentage of the year Mr. Lyons was employed by the company, and aggregate incremental cost of $47,033 associated with company-provided security determined by multiplying the total cost of company-provided security personnel for the year by the percentage of his personal use and by the percentage of the year Mr. Lyons was employed by the company. |
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(7) | Mr. Lyons joined the company on January 27, 2025 as President and CEO-Elect, and became Chief Executive Officer on May 6, 2025. For 2025, Mr. Lyons’s base salary was paid at an annualized rate of $1,300,000. The amount shown for Mr. Lyons reflects the actual amount of base salary paid to him during 2025. We granted restricted stock units and performance share units to Mr. Lyons upon joining our company in consideration of unvested equity awards forfeited upon leaving his prior employer. |
(8) | Mr. Todd joined the company on September 17, 2025 as a Special Advisor and became Chief Financial Officer on October 31, 2025. For 2025, Mr. Todd’s base salary was paid at an annualized rate of $750,000. The amount shown for Mr. Todd reflects the actual amount of base salary paid to him during 2025. We granted restricted stock units and performance share units to Mr. Todd upon joining our company in consideration of unvested equity awards forfeited upon leaving his prior employer. |
(9) | Mr. Georgakopoulos served as Executive Vice President until April 2, 2025, Chief Operating Officer from April 2, 2025 until December 1, 2025, and Co-President since December 1, 2025. |
(10) | Ms. Suryadevara joined the company on December 1, 2025 as Co-President. For 2025, Ms. Suryadevara’s base salary was paid at an annualized rate of $1,000,000. The amount shown for Ms. Suryadevara reflects the actual amount of base salary paid to her during 2025. We granted restricted stock units and performance share units to Ms. Suryadevara upon joining our company in consideration of unvested equity awards forfeited upon leaving her prior employer. |
(11) | Mr. Bisignano resigned from the company effective May 6, 2025. For 2025, Mr. Bisignano’s base salary was paid at an annualized rate of $1,400,000. The amount shown for Mr. Bisignano reflects the actual amount of base salary paid to him during 2025. |
(12) | Mr. Chiarello served as Chief Operating Officer until April 2, 2025, when he became Vice Chairman. |
(13) | Mr. Gibbons served as Head of Financial Institutions Group until April 2, 2025, Co-Head of Financial Institutions Group from April 2, 2025 until August 25, 2025, and Senior Advisor from August 25, 2025 until March 15, 2026. |
(14) | Mr. Hau served as Chief Financial Officer until October 31, 2025, and Special Advisor from October 31, 2025 until March 31, 2026. |
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Name | Grant Date | Approval Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)(3) | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(4)(5) | All Other Stock Awards: Number of Shares of Stock or Units(2)(5)(6) (#) | Grant Date Fair Value of Stock and Option Awards(6) ($) | ||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||
M. Lyons | 1,300,000 | 2,600,000 | 5,200,000 | |||||||||||||||||||||||||||||
2/7/2025 | 1/22/2025 | 79,025 | 158,049 | 316,098 | 46,028,499 | |||||||||||||||||||||||||||
2/7/2025 | 1/22/2025 | 42,827 | 9,852,780 | |||||||||||||||||||||||||||||
P. Todd | 375,000 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||
9/17/2025 | 9/7/2025 | 3,734 | 7,468 | 14,936 | 791,459 | |||||||||||||||||||||||||||
9/17/2025 | 9/7/2025 | 7,453 | 1,000,044 | |||||||||||||||||||||||||||||
P. Georgakopoulos | 600,000 | 1,200,000 | 2,400,000 | |||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 13,373 | 26,746 | 53,492 | 6,937,645 | |||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 26,081 | 6,000,195 | |||||||||||||||||||||||||||||
D. Suryadevara | | 600,000 | 1,200,000 | 2,400,000 | ||||||||||||||||||||||||||||
12/1/2025 | 8/28/2025 | 42,349 | 84,697 | 169,394 | 3,605,852 | |||||||||||||||||||||||||||
12/1/2025 | 8/28/2025 | 156,485 | 9,810,045 | |||||||||||||||||||||||||||||
A. Rosman | 375,000 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 5,294 | 10,587 | 21,174 | 2,746,162 | |||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 10,324 | 2,375,139 | |||||||||||||||||||||||||||||
F. Bisignano | —(7) | —(7) | —(7) | |||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 111,276 | 25,600,157 | |||||||||||||||||||||||||||||
G. Chiarello | 500,000 | 1,000,000 | 2,000,000 | |||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 32,601 | 7,500,186 | |||||||||||||||||||||||||||||
J. Gibbons | 375,000 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 5,851 | 11,702 | 23,404 | 3,035,382 | |||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 11,411 | 2,625,215 | |||||||||||||||||||||||||||||
R. Hau | | 375,000 | 750,000 | 1,500,000 | ||||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 8,526 | 17,051 | 34,102 | 4,422,859 | |||||||||||||||||||||||||||
2/7/2025 | 2/6/2025 | 16,627 | 3,825,208 | |||||||||||||||||||||||||||||
(1) | This column indicates the date on which our talent and compensation committee approved the award. |
(2) | All of the awards reported in this table were pursuant to the Incentive Plan. |
(3) | None of our named executive officers received a cash incentive award for 2025 other than Mr. Todd and Ms. Suryadevara, who received cash incentive awards for 2025 of $750,000 and $1,200,000, respectively, in accordance with the terms of their negotiated offer letters. |
(4) | The performance share units reported above have a three-year performance period. The number of shares |
(5) | One third of the restricted stock units reported above vest on each anniversary of the grant date, other than 14,834 of Mr. Lyons’s restricted stock units, of which 9,725 vested on December 31, 2025 and 5,109 will vest on December 31, 2026, and Ms. Suryadevara’s restricted stock units, of which 57,899 vested on |
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(6) | Amounts represent the grant date fair value of the restricted stock unit awards and the grant date fair value |
(7) | Mr. Bisignano was not eligible for a cash incentive award for 2025 due to his resignation from the company in May 2025. |
Name | Option Awards | Stock Awards | |||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | |||||||||||||||||
M. Lyons | 33,102(4) | 2,223,461 | 115,738 | 7,774,121 | |||||||||||||||||||
P. Todd | 7,453(5) | 500,618 | 3,734 | 250,813 | |||||||||||||||||||
P. Georgakopoulos | 92,647(6) | 6,223,099 | 38,807 | 2,606,666 | |||||||||||||||||||
D. Suryadevara | 156,485(7) | 10,511,097 | 50,345 | 3,381,674 | |||||||||||||||||||
A. Rosman | 21,832(8) | 1,466,455 | 16,169 | 1,086,072 | |||||||||||||||||||
105,549 | 111.35 | 07/26/2031 | |||||||||||||||||||||
F. Bisignano | |||||||||||||||||||||||
G. Chiarello | 63,502(9) | 4,265,429 | 26,015 | 1,747,428 | |||||||||||||||||||
71,266 | 112.87 | 02/26/2030 | |||||||||||||||||||||
J. Gibbons | 23,187(10) | 1,557,471 | 18,579 | 1,247,951 | |||||||||||||||||||
R. Hau | 36,628(11) | 2,460,303 | 26,684 | 1,792,364 | |||||||||||||||||||
71,266 | 112.87 | 02/26/2030 | |||||||||||||||||||||
43,968 | 84.73 | 02/20/2029 | |||||||||||||||||||||
51,340 | 69.90 | 02/21/2028 | |||||||||||||||||||||
43,012 | 56.91 | 02/22/2027 | |||||||||||||||||||||
(1) | The amounts in this column were calculated by multiplying the closing market price of our common stock on the last trading day of the calendar year, $67.17, by the number of unvested shares or units. |
(2) | The performance share units granted in 2024 and 2025 have a three-year performance period ending December 31, 2026 and December 31, 2027, respectively, and will vest 40% based upon relative total shareholder return, 40% based on organic revenue growth and 20% based on adjusted earnings per share. The value realized by each named executive |
(3) | In accordance with Securities and Exchange Commission rules, for the performance share units granted in 2024, performance through December 31, 2025 was above threshold level and therefore such units are included in this table at the target level, and for the performance share units granted in 2025, performance through December 31, 2025 was below threshold level and therefore such units are included in this table at the threshold level, in each case as |
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(4) | Includes 9,331 restricted stock units that vested on February 7, 2026. The remaining restricted stock units will vest as follows: 5,109 on December 31, 2026; 9,331 on February 7, 2027; and 9,331 on February 7, 2028. |
(5) | These restricted stock units will vest as follows: 2,484 on September 17, 2026; 2,484 on September 17, 2027; and 2,485 on September 17, 2028. |
(6) | Includes 54,731 restricted stock units that vested on January 17, 2026 and 8,693 restricted stock units that vested on February 7, 2026. The remaining restricted stock units will vest as follows: 11,835 on January 17, 2027; 8,694 on February 7, 2027; and 8,694 on February 7, 2028. |
(7) | Includes 57,899 restricted stock units that vested on February 20, 2026. The remaining restricted stock units will vest as follows: 40,686 on February 20, 2027; 46,945 on February 20, 2028; and 10,955 on February 20, 2029. |
(8) | Includes 3,441 restricted stock units that vested on February 7, 2026; 3,617 restricted stock units that |
(9) | Includes 10,867 restricted stock units that vested on February 7, 2026; 8,653 restricted stock units that vested on February 21, 2026; and 13,595 that vested on February 22, 2026. The remaining restricted stock units will vest as follows: 10,867 on February 7, 2027; 8,653 on February 21, 2027; and 10,867 on February 7, 2028. |
(10) | Includes 3,803 restricted stock units that vested on February 7, 2026; 4,233 restricted stock units that vested on February 21, 2026; 3,309 restricted stock units that vested on February 22, 2026. 8,038 of the remaining restricted stock units will vest as follows: 3,804 on February 7, 2027 and 4,234 on February 21, 2027. |
(11) | Includes 5,542 restricted stock units that vested on February 7, 2026; 6,040 restricted stock units that vested on February 21, 2026; and 7,921 restricted stock units that vested on February 22, 2026. The remaining restricted stock units will vest as follows, provided that the applicable conditions in his award agreements are satisfied: 5,542 on February 7, 2027; 6,040 on February 21, 2027; and 5,543 on February 7, 2028. |
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Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | ||||||||||
M. Lyons | — | — | 22,901 | 1,538,260 | ||||||||||
P. Todd | — | — | — | — | ||||||||||
P. Georgakopoulos | — | — | 99,402 | 18,181,526 | ||||||||||
D. Suryadevara | — | — | — | — | ||||||||||
A. Rosman | — | — | 19,742 | 3,268,635 | ||||||||||
F. Bisignano | 159,636 | 16,796,900 | 457,918 | 88,149,556 | ||||||||||
G. Chiarello | 61,802 | 10,256,959 | 61,132 | 10,010,403 | ||||||||||
J. Gibbons | — | — | 16,744 | 2,869,716 | ||||||||||
R. Hau | — | — | 35,952 | 5,909,893 | ||||||||||
(1) | The “Value Realized on Exercise” was calculated in accordance with Securities and Exchange Commission rules by multiplying the gross number of shares underlying the exercised stock options times the difference between the closing price of our common stock on the exercise date and the exercise price of the option and, along with the “Number of Shares Acquired on Exercise,” has not been reduced to account for any shares withheld by the company to satisfy the exercise price or tax liability incident to the exercise of stock options. |
(2) | The “Value Realized on Vesting” was calculated in accordance with Securities and Exchange Commission rules by multiplying the gross number of shares underlying the vested restricted stock units or performance share units times the closing price of our common stock on the vesting date, in the case of restricted stock units, or the closing price of our common stock on December 31, 2025, the date on which the performance conditions had been satisfied, in the case of performance share units. In the case of Mr. Bisignano’s performance share units that vested in connection with his resignation from the company on May 6, 2025, the “Value Realized on Vesting” was calculated by multiplying the gross number of shares underlying such performance share units times the closing price of our common stock on the vesting date. The “Value Realized on Vesting” and “Number of Shares Acquired on Vesting” have not been reduced to account for any shares withheld by the company to satisfy the tax liability incident to the vesting of restricted stock units or performance share units. |
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• | a lump sum cash severance payment equal to 1.5 times the sum of the executive’s base salary and target cash incentive amount for the year of termination; |
• | COBRA continuation coverage at our expense for 18 months; and |
• | continued vesting of any stock options and restricted stock unit awards outstanding as of the termination date for 12 months, with any unvested options or restricted stock units that will not vest during that period forfeited as of the termination date, and pro rata vesting of any outstanding performance share unit awards after the end of the performance period based on actual performance; provided, however, that: |
• | if the executive also meets the definition of “retirement” under the applicable award agreement and the retirement treatment of an award is better under such agreement than under the Severance Policy, then the executive will receive the retirement treatment for such award; or |
• | if the qualifying termination occurs within two years following a change of control, then all outstanding stock options and restricted stock units will fully vest upon such termination and performance share unit awards will be treated as required by the terms of the award agreement. |
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• | The amount shown in the table with respect to restricted stock units is equal to $67.17, the closing price of our common stock on the last trading day of the calendar year, times the number of unvested restricted stock units which would experience accelerated vesting. |
• | The amount shown in the table with respect to performance share units, absent a change of control, is equal to the closing price of our common stock on the last trading day of the calendar year times a number of performance share units based on performance through December 31, 2025. We assume that performance goals will be achieved at a level below threshold for the 2024 and 2025 awards. For one-year financial performance periods that have yet to commence for the 2024 and 2025 awards, we assume that performance goals will be achieved at a target level. |
• | For the Lyons Replacement PSUs and Lyons Replacement RSUs, in the event of a termination without cause or resignation for good reason absent a change of control, the Lyons Replacement PSUs will immediately vest at target level regardless of actual performance and the Lyons Replacement RSUs will immediately vest. |
• | For the Suryadevara Replacement PSUs and Suryadevara Replacement RSUs, in the event of a termination without cause or resignation for good reason (as defined in the Suryadevara Offer Letter) absent a change of control, the Suryadevara Replacement PSUs will cliff vest at the end of the relevant performance period at target, regardless of actual performance results, and the Suryadevara Replacement RSUs will continue to vest as though a termination of employment did not occur. |
• | For the Todd Replacement PSUs and Todd Replacement RSUs, in the event of resignation for good reason (as defined in the Todd Offer Letter) absent a change of control, the Todd Replacement PSUs will cliff vest at the end of the relevant performance period based on the actual level of achievement of the applicable performance goals, and the Todd Replacement RSUs will continue to vest as though a termination of employment did not occur. |
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• | Upon a qualifying termination following a change of control, the performance share units granted in 2024 and 2025 will vest after the end of the three-year performance period based on actual performance for fiscal years in the performance period that have been completed as of December 31, 2025, and at 150% of target, or as if the performance goal had been met where there is no target, for fiscal years in the performance period that have not been completed as of December 31, 2025. |
• | Upon death or disability, performance share units granted in 2024 and 2025 will vest after the end of the performance period as if employment had not terminated based on actual performance. |
• | As to each type of severance benefit provided by the Severance Policy, if the named executive officer is eligible for the same type of severance benefit under an offer letter or other agreement with us, then the executive will receive the benefits required by the agreement and will not receive those benefits under the Severance Policy. |
• | The cash payments under the “Termination Without Cause or Resignation for Good Reason” and “Termination Without Cause or Resignation for Good Reason Following Change of Control” columns for Mr. Lyons were calculated in accordance with his offer letter rather than the Severance Policy because his offer letter provides for more favorable cash payments upon a termination without cause or resignation for good reason. |
• | The amount shown in the “Retirement” column assumes that the named executive officer who was retirement-eligible at December 31, 2025, fulfills all retirement qualifications and complies with all ongoing obligations so that the applicable unvested restricted stock unit awards held by him or her as of December 31, 2025, continue to vest on their original vesting schedule. |
• | We have assumed that, in connection with a change of control, the acquiror assumes any outstanding, unvested restricted stock units and cash incentive award opportunities. |
• | In certain circumstances under the Severance Policy, the payments to our named executive officers could be reduced to eliminate potential excise taxes; however, for purposes of the tables below, we have assumed that no such reduction has occurred. |
• | The amount shown for “COBRA Continuation Coverage” on a termination without cause or resignation for good reason, whether or not following a change of control, for the named executive officers other than Mr. Lyons is the value of eighteen months of continued coverage for the executive officer and, if applicable, their immediate family under COBRA. The amount shown for “COBRA Continuation Coverage” with respect to Mr. Lyons is the value of two years of continued coverage for him and, if applicable, his immediate family. The value of the benefits is based on a number of assumptions, including the continued availability of these types of coverage at expected rates. Accordingly, the amount shown is only an estimate, and the actual amount payable by us may be greater or less than the amount shown. |
• | In accordance with the Severance Policy, the amount shown for outplacement services is 10% of the named executive officers’ respective annualized base salaries as of December 31, 2025. |
• | The Severance Policy provides that the named executive officers are entitled to receive reimbursement for certain fees and expenses, up to $25,000, paid to consultants and legal or accounting advisors in connection with the computation of benefits under the Severance Policy. |
• | Mr. Bisignano is not included in the tables below because he resigned from the company on May 6, 2025. |
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Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 7,800,000 | — | 11,661,000 | ||||||||||
Cash Incentive Payment | — | — | — | — | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 2,223,461 | 969,935 | 2,223,461 | 2,223,461 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 3,966,590 | 6,713,574 | 10,710,055 | 10,710,055 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | 70,617 | — | 70,617 | ||||||||||
Outplacement Services | — | 130,000 | — | 130,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 6,190,051 | 15,709,126 | 12,933,516 | 24,820,133 | ||||||||||
Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 2,250,000 | — | 2,250,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 500,618 | 500,618 | 500,618 | 500,618 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 200,704 | 501,626 | 601,978 | 601,978 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | 36,616 | — | 36,616 | ||||||||||
Outplacement Services | — | 75,000 | — | 75,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 701,322 | 3,388,860 | 1,102,596 | 3,489,212 | ||||||||||
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Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 3,300,000 | — | 3,300,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 6,223,099 | 4,260,257 | 6,223,099 | 6,223,099 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 1,477,203 | 745,318 | 4,110,334 | 4,110,334 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | 53,309 | — | 53,309 | ||||||||||
Outplacement Services | — | 100,000 | — | 100,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 7,700,302 | 8,483,884 | 10,333,433 | 13,811,742 | ||||||||||
Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 3,300,000 | — | 3,300,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 10,511,097 | 10,511,097 | 10,511,097 | 10,511,097 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 2,322,940 | 5,689,097 | 6,766,773 | 6,766,773 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | — | — | — | ||||||||||
Outplacement Services | — | 100,000 | — | 100,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 12,834,037 | 19,625,194 | 17,277,870 | 20,702,870 | ||||||||||
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Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 2,250,000 | — | 2,250,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 1,466,455 | 761,170 | 1,466,455 | 1,466,455 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 608,829 | 311,064 | 1,689,057 | 1,689,057 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | — | — | — | ||||||||||
Outplacement Services | — | 75,000 | — | 75,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 2,075,284 | 3,422,234 | 3,155,512 | 5,505,512 | ||||||||||
Benefits and Payments | Death or Disability Prior to Change of Control ($) | Retirement ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||||
Compensation: | |||||||||||||||||
Cash Severance | — | — | 3,000,000 | — | 3,000,000 | ||||||||||||
Stock Options: | |||||||||||||||||
Unvested | — | — | — | — | — | ||||||||||||
Restricted Stock Units: | |||||||||||||||||
Unvested | 4,265,429 | 4,265,429 | 4,265,429 | 4,265,429 | 4,265,429 | ||||||||||||
Performance Share Units: | |||||||||||||||||
Unvested | 775,881 | 517,276 | 517,276 | 1,999,114 | 1,999,114 | ||||||||||||
Benefits: | |||||||||||||||||
COBRA Continuation Coverage | — | — | 35,081 | — | 35,081 | ||||||||||||
Outplacement Services | — | — | 100,000 | — | 100,000 | ||||||||||||
Advisor Fees | — | — | 25,000 | — | 25,000 | ||||||||||||
Total | 5,041,310 | 4,782,705 | 7,942,786 | 6,264,543 | 9,424,624 | ||||||||||||
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Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 2,250,000 | — | 2,250,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 1,557,471 | 762,044 | 1,557,471 | 1,557,471 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 694,068 | 357,949 | 1,921,331 | 1,921,331 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | 34,854 | — | 34,854 | ||||||||||
Outplacement Services | — | 75,000 | — | 75,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 2,251,539 | 3,504,847 | 3,478,802 | 5,863,656 | ||||||||||
Benefits and Payments | Death or Disability Prior to Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Death or Disability Following Change of Control ($) | Termination Without Cause or Resignation for Good Reason Following Change of Control ($) | ||||||||||
Compensation: | ||||||||||||||
Cash Severance | — | 2,250,000 | — | 2,250,000 | ||||||||||
Stock Options: | ||||||||||||||
Unvested | — | — | — | — | ||||||||||
Restricted Stock Units: | ||||||||||||||
Unvested | 2,460,370 | 1,310,084 | 2,460,370 | 2,460,370 | ||||||||||
Performance Share Units: | ||||||||||||||
Unvested | 999,758 | 513,851 | 2,769,755 | 2,769,755 | ||||||||||
Benefits: | ||||||||||||||
COBRA Continuation Coverage | — | 35,519 | — | 35,519 | ||||||||||
Outplacement Services | — | 75,000 | — | 75,000 | ||||||||||
Advisor Fees | — | 25,000 | — | 25,000 | ||||||||||
Total | 3,460,128 | 4,209,454 | 5,230,125 | 7,615,644 | ||||||||||
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Year | Summary Compensation Table Total forPEO(1) (Lyons) | Compensation Actually Paid toPEO(1)(2) (Lyons) | Summary Compensation TableTotal forPEO(1) (Bisignano) | Compensation Actually Paid to PEO(1)(2) (Bisignano) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based on(4) | Net Income Attributable to Fiserv (MM) | Adjusted Revenue for Incentive Compensation (MM)(5) | |||||||||||||||||||||||
Total Shareholder Return (“TSR”) | Peer Group TSR | |||||||||||||||||||||||||||||||
2025 | $ | $ | $ | $ | $ | $ ( | $ | $ | $ | $ | ||||||||||||||||||||||
2024 | ||||||||||||||||||||||||||||||||
2023 | ||||||||||||||||||||||||||||||||
2022 | ||||||||||||||||||||||||||||||||
2021 | ||||||||||||||||||||||||||||||||
(1) |
(2) | Amounts shown for compensation actually paid are computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation realized by the NEOs during the applicable year. Compensation actually paid reflects exclusions and inclusions from the Summary Compensation Table total as set forth in the tables below. |
(3) | The non-PEO NEOs reflected in these columns represent the following individuals for each of the years shown. In 2021, 2022 and 2023, these individuals were Messrs. Chiarello, Hau and Rosman, and Suzan Kereere. In 2024, these individuals were Messrs. Chiarello, Gibbons, Hau and Rosman. In 2025, these individuals were Messrs. Chiarello, Georgakopoulos, Gibbons, Hau, Rosman and Todd, and Ms. Suryadevara. |
(4) | Assumes $100 invested in our common shares on December 31, 2020. The peer group used by the company is the S&P 500 Financials Index (the “Peer Index”), which is an index used in the company’s performance graph reported in Part II, Item 5 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
(5) | We determined |
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Mr. Lyons | Mr. Bisignano | |||||||||||||||||||
2025 | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||
Summary Compensation Table Total(1) | $ | $ | $ | $ | $ | $ | ||||||||||||||
Deduct amount reported for stock and option awards in the Summary Compensation Table(2) | ( | ( | ( | ( | ( | ( | ||||||||||||||
Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | ||||||||||||||||||||
Change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | ( | |||||||||||||||||||
Change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | ( | ( | ||||||||||||||||||
Fair value as of prior year end of stock and option awards (from the prior year end) that failed to meet applicable vesting conditions during the fiscal year(3)(4) | ( | |||||||||||||||||||
Fair value as of the vesting date for awards granted and vested in the year(3) | ||||||||||||||||||||
Compensation Actually Paid | $ | $ | $ | $ | $ | $ | ||||||||||||||
(1) | Reflects the total compensation reported in the Summary Compensation Table for each year shown. |
(2) | Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 15 to our Consolidated Financial Statements for the year ended December 31, 2025. |
(3) | The valuation assumptions used to calculate the fair values did not differ materially from those disclosed at the time of grant. |
(4) | Reflects the value at the end of the prior fiscal year of the portion of Mr. Bisignano’s awards that did not vest due to the proration of his outstanding awards as a result of his resignation as PEO. |
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2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||
Average Summary Compensation Table Total(1) | $ | $ | $ | $ | $ | ||||||||||||
Deduct average amount reported for stock and option awards in the Summary Compensation Table(2) | ( | ( | ( | ( | ( | ||||||||||||
Add year-end average fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year(3) | |||||||||||||||||
Average change in fair value as of the vesting date (from the prior year end) for vested awards granted in any prior year(3) | ( | ( | |||||||||||||||
Average change in fair value as of fiscal year end (from the prior year end) for unvested and outstanding awards granted in any prior year(3) | ( | ( | ( | ||||||||||||||
Fair value as of prior year end of stock and option awards (from the prior year end) that failed to meet applicable vesting conditions during the fiscal year(3) | ( | ||||||||||||||||
Average Compensation Actually Paid | $( | $ | $ | $ | $ | ||||||||||||
(1) | Reflects the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs in each year shown. |
(2) | Reflects the grant date fair value of awards granted in the respective years under the Incentive Plan. All equity amounts in the table are the average of the non-PEO NEO totals. Information about the assumptions that we |
(3) | The valuation assumptions used to calculate the fair values of awards did not differ materially from those disclosed at the time of grant. |
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• | Net income attributable to the company increased an average of 33% each year, growing from $1.3 billion in 2021 to over $3.4 billion in 2025, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
• | Adjusted revenue for incentive compensation grew 28% over the five-year period and grew an average of 6% each year, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
• | Cumulative total shareholder return for the company decreased by 41% compared to cumulative total shareholder return for the Peer Index which increased by 103%, while PEO and other NEO compensation actually paid varied due primarily to executive officer succession, increased use of equity as a component of total compensation and changes in the value of our stock. |
• |
• |
• |
• |
• |
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• | The median annual total compensation of all our employees, other than the chief executive officer, was $88,295 |
• | The annual total compensation of Mr. Lyons, who was serving as our chief executive officer on November 30, 2025, the date we selected to identify our median employee, for purposes of the pay ratio calculation was $70,447,958 |
• | Based on this information, the ratio of the annual total compensation of our chief executive officer to the median of the annual total compensation of all employees is reasonably estimated to be 798 to 1 under Item 402(u) of Regulation S-K. |
• | All base cash compensation for employees outside the U.S. was converted to U.S. dollars based on a conversion rate published in our internal human resources system that is updated quarterly. |
• | While we measured compensation for 2025 through November 30, 2025, we multiplied certain components of that compensation by 12/11th, which we refer to as the “full year factor,” to approximate 12 months of compensation and facilitate the identification of the median employee as indicated further below. |
• | We multiplied 2025 base cash compensation rates for any permanent employees, whether full- or part-time, who were employed by us from January 1, 2025, to November 30, 2025, by the full year factor. We also annualized 2025 actual base cash compensation paid to any permanent employees, whether full- or part-time, who were hired after January 1, 2025. We used actual base cash compensation paid through November 30, 2025, for all temporary or seasonal employees. |
• | For permanent employees, we assumed that any pay increases took place on May 1, 2025. Any pay increases taking place at other times during the year are immaterial to the overall result. |
• | For hourly employees, we calculated base cash compensation as the hourly rate for an individual times the regularly scheduled number of hours to be worked by that individual during the year. |
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• | Commission pay for eligible employees in the U.S. was included in the median employee determination. We multiplied the actual amount of commissions paid during the first 11 months of 2025 by the full year factor. |
• | Overtime and shift differential pay was included only for our hourly employees in the U.S., Argentina, Brazil, Colombia, India, Ireland, Italy, Mexico, Panama, Philippines, Poland, Slovakia, Spain, Tawain, United Arab Emirates, United Kingdom, and Uruguay. We multiplied the actual amount of overtime and shift differential paid to employees during the first 11 months of 2025 by the full year factor. |
• | We reasonably estimate that approximately 0.4% of all commissions on an annualized basis were earned by employees located outside the U.S. during 2025, and that approximately 1.3% of all overtime and shift differential hours on an annualized basis were worked by employees located outside the U.S. during 2025. We believe any impact from those commissions or hours to be immaterial to the identification of the median employee. |
• | We did not make any cost-of-living adjustments in identifying the median employee. |
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For | The board of directors recommends that you vote “For” Proposal 3. |
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2025 | 2024 | |||||||
Audit Fees | $ 12,211,000 | $ 11,591,000 | ||||||
Audit-Related Fees | 11,142,000 | 11,136,000 | ||||||
Tax Fees | 1,581,000 | 1,452,000 | ||||||
All Other Fees | — | — | ||||||
Total | $24,934,000 | $24,179,000 | ||||||
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• | The performance of Deloitte. In this regard, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance; |
• | The independence of Deloitte, including employing its independent judgment, objectivity and professional skepticism; |
• | The quality and candor of Deloitte’s communications with the audit committee and management; |
• | External data relating to Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte; |
• | The impact of engagement partner rotation. Deloitte rotates its lead audit engagement partner every five years, and the audit committee interviews proposed candidates and with input from management selects the lead audit engagement partner; |
• | The impact of changing the independent registered public accounting firm; and |
• | Operational efficiencies resulting from having an independent registered public accounting firm with a meaningful history with the company. |
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• | Fiserv already has an independent board chair. Our current leadership structure enables our chief executive officer to provide leadership as the company pursues its strategic agenda, including innovation-driven growth and operational excellence, and our independent, non-executive board chair to provide independent oversight and perspectives. |
• | The board believes it is important to maintain flexibility to choose the leadership structure that best fits the company’s circumstances and board composition at any given time. A policy requiring an independent board chair in all circumstances would unnecessarily restrict the board’s ability to implement a leadership structure that is in the best interests of our company and our shareholders as the needs of the board and company change over time. |
• | The board and the company maintain leading corporate governance practices that enable our independent directors to effectively oversee management, and we have a strong track record of board and committee refreshment. |
• | Approving board agendas, meeting schedules, and materials |
• | Calling meetings of the non-employee directors and acting as the principal liaison between non-employee directors of the board and the chairman |
• | Engaging with shareholders |
• | Presiding over executive sessions of the non-employee directors and providing feedback to the chairman regarding the same |
• | Participating in the annual chief executive officer performance evaluation and the board and individual director performance review process |
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Against | The board of directors recommends that you vote “AGAINST” Proposal 4. |
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Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned(2) | Percent of Class(3) | ||||||
The Vanguard Group, Inc.(4) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 63,408,549 | 11.9% | ||||||
Dodge & Cox(5) 555 California Street, 40th Floor San Francisco, California 94104 | 49,474,622 | 9.3% | ||||||
BlackRock, Inc.(6) 50 Hudson Yards New York, New York 10001 | 39,890,598 | 7.5% | ||||||
Michael P. Lyons | 18,388 | * | ||||||
Paul M. Todd | 17,000 | * | ||||||
Panagiotis (Takis) Georgakopoulos | 42,039 | * | ||||||
Dhivya Suryadevara | 28,305 | * | ||||||
Adam L. Rosman | 155,958 | * | ||||||
Frank J. Bisignano | — | * | ||||||
Guy Chiarello | 210,574 | * | ||||||
John Gibbons | 15,439 | * | ||||||
Robert W. Hau | 329,563 | * | ||||||
Gordon M. Nixon | 2,500 | * | ||||||
Stephanie E. Cohen | 177 | * | ||||||
Henrique de Castro | 18,689 | * | ||||||
Harry F. DiSimone(7) | 11,853 | * | ||||||
Céline Dufétel | — | * | ||||||
Lance M. Fritz | 13,667 | * | ||||||
Ajei S. Gopal | 3,602 | * | ||||||
Wafaa Mamilli | 7,493 | * | ||||||
Gary S. Shedlin | — | * | ||||||
Charlotte B. Yarkoni | 4,627 | * | ||||||
All current directors and executive officers as a group (15 people) | 324,298 | * | ||||||
(1) | Unless otherwise indicated, the address for each beneficial owner is care of Fiserv, Inc., 600 N. Vel R. Phillips Avenue, Milwaukee, WI, 53203. |
(2) | All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities and Exchange Commission |
Fiserv, Inc. 2026 Proxy Statement | 85 |
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Includes stock options, which, as of February 27, 2026, were exercisable currently or within 60 days: Mr. Chiarello – 71,266; Mr. Hau – 209,586; Mr. Rosman – 105,549; and all current directors and executive officers as a group – 105,549. |
Includes shares deferred under vested restricted stock units that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Ms. Cohen – 88; Mr. de Castro – 3,032; Mr. DiSimone – 2,246; Mr. Fritz – 1,709; Mr. Gopal – 1,609; Ms. Yarkoni – 1,484; and all directors as a group – 10,168. |
Also includes shares eligible for issuance in connection with the deferral of cash compensation that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 1,860; Mr. DiSimone – 1,961; Mr. Fritz – 1,793; Mr. Gopal – 1,606; Ms. Mamilli – 400; Ms. Yarkoni – 1,837; and all directors as a group – 9,457. |
(3) | On February 27, 2026, there were 533,948,657 shares of common stock outstanding. Percentages are calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options exercisable by the holder thereof within 60 days, shares due upon vesting of restricted stock units within 60 days, and shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the |
(4) | Based on a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard Group”) on February 5, 2026, with the Securities and Exchange Commission, which indicates that the Vanguard Group exercises shared voting power over 5,469,076 of the securities and shared dispositive power over 63,408,549 of the securities. |
(5) | Based on a Schedule 13G filed by Dodge & Cox on February 13, 2026, with the Securities and Exchange Commission, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, Dodge & Cox exercises sole voting power over 46,768,972 of the securities and sole dispositive power over 49,474,622 of the securities. |
(6) | Based on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on January 26, 2024, with the Securities and Exchange Commission, which indicates that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these securities. According to the Schedule 13G, BlackRock exercises sole voting power over 35,609,321 of the securities and sole dispositive power over 39,890,598 of the securities. |
(7) | Includes 2,706 shares of our common stock held by the Harry DiSimone 2021 Irrevocable Exemption Trust for the benefit of family members of the reporting person and of which such family members serve as trustee. |
86 | Fiserv, Inc. 2026 Proxy Statement |
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Fiserv, Inc. 2026 Proxy Statement | 87 |
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• | Entering a new vote using the Internet or by telephone |
• | Giving written notice of revocation to Eric C. Nelson, Secretary, Fiserv, Inc., 600 N. Vel R. Phillips Avenue, Milwaukee, WI 53203 |
• | Submitting a subsequently dated and properly completed proxy card |
• | Attending the virtual annual meeting and voting at the virtual annual meeting online |
88 | Fiserv, Inc. 2026 Proxy Statement |
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90 | Fiserv, Inc. 2026 Proxy Statement |
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• | “Adjusted revenue” is calculated as revenue in accordance with GAAP excluding the impact of the company’s postage reimbursements. |
• | “Adjusted revenue for incentive compensation” is calculated as revenue in accordance with GAAP excluding the impact of the company’s postage reimbursements and revenue attributable to acquisitions and divestitures not included in the current year plan, which was $205 million in 2025. |
• | “Organic revenue” is calculated as adjusted revenue excluding the impact of foreign currency fluctuations and revenue attributable to acquisitions and dispositions. |
• | “Organic revenue growth” is measured as the change in organic revenue for the current year, divided by organic revenue from the prior year. |
Fiserv, Inc. 2026 Proxy Statement | A-1 |
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• | “Adjusted operating income” is calculated as operating income in accordance with GAAP excluding merger and integration costs; severance costs; certain transformation related expenses associated with the company’s One Fiserv action plan; amortization of acquisition-related intangible assets; gains or losses from the sale of businesses, certain assets and investments; certain discrete tax benefits and expenses; and certain other items. |
• | “Adjusted operating margin” is calculated as adjusted operating income divided by adjusted revenue. |
• | “Adjusted earnings per share” is calculated as diluted earnings per share in accordance with GAAP excluding (net of related tax impact) merger and integration costs; severance costs; certain transformation related expenses associated with the company’s One Fiserv action plan; amortization of acquisition-related intangible assets; certain activities associated with non-wholly owned entities; gains or losses from the sale of businesses, certain assets and investments; non-cash impairment charges; certain discrete tax benefits and expenses; and certain other non-cash items. |
• | “Free cash flow” is calculated as net cash provided by operating activities in accordance with GAAP, including capital expenditures, distributions paid to noncontrolling interests, and distributions from unconsolidated affiliates; and excluding severance, merger, integration, and certain transformation related payments associated with the company’s One Fiserv action plan. |
• | “Free cash flow conversion” is calculated as free cash flow divided by adjusted net income. Adjusted net income is calculated as net income attributable to Fiserv in accordance with GAAP excluding the adjustments as described within adjusted earnings per share above. |
• | “Free cash flow per share” is calculated as free cash flow divided by diluted shares used in computing earnings per share attributable to Fiserv. |
• | “Free cash flow per share growth” is measured as the change in free cash flow per share for the current year, divided by free cash flow per share from the prior year. |
A-2 | Fiserv, Inc. 2026 Proxy Statement |
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(in millions, except per share amounts) | 2025 | 2024 | Growth | ||||||||
Revenue | $21,193 | $20,456 | |||||||||
Adjustments: | |||||||||||
Postage reimbursements | (1,389) | (1,333) | |||||||||
Adjusted revenue | $19,804 | $19,123 | |||||||||
Adjustments: | |||||||||||
Currency impact(1) | 230 | — | |||||||||
Acquisition adjustments | (194) | — | |||||||||
Divestiture adjustments | — | (15) | |||||||||
Organic revenue | $19,840 | $19,108 | 4% | ||||||||
Operating income | $5,818 | ||||||||||
Adjustments: | |||||||||||
Merger and integration costs(2) | 59 | ||||||||||
One Fiserv transformation program expenses(3) | 86 | ||||||||||
Severance costs | 79 | ||||||||||
Amortization of acquisition-related intangible assets(4) | 1,304 | ||||||||||
Incremental executive compensation(5) | 52 | ||||||||||
Adjusted operating income | $7,398 | ||||||||||
GAAP net income attributable to Fiserv | $3,480 | ||||||||||
Adjustments: | |||||||||||
Merger and integration costs(2) | 59 | ||||||||||
One Fiserv transformation program expenses(3) | 86 | ||||||||||
Severance costs | 79 | ||||||||||
Amortization of acquisition-related intangible assets(4) | 1,304 | ||||||||||
Non wholly-owned entity activities(6) | (11) | ||||||||||
Gain on sale of investment(7) | (68) | ||||||||||
Tax impact of adjustments(8) | (275) | ||||||||||
Incremental executive compensation(5) | 52 | ||||||||||
Argentine Peso devaluation(9) | 39 | ||||||||||
Adjusted net income | $4,745 | ||||||||||
GAAP earnings per share attributable to Fiserv – diluted | $6.34 | ||||||||||
Adjustments – net of income taxes: | |||||||||||
Merger and integration costs(2) | 0.09 | ||||||||||
One Fiserv transformation program expenses(3) | 0.13 | ||||||||||
Severance costs | 0.12 | ||||||||||
Amortization of acquisition-related intangible assets(4) | 1.91 | ||||||||||
Non wholly-owned entity activities(6) | (0.01) | ||||||||||
Gain on sale of investment(7) | (0.09) | ||||||||||
Incremental executive compensation(5) | 0.09 | ||||||||||
Argentine Peso devaluation(9) | 0.07 | ||||||||||
Adjusted earnings per share | $8.64 | ||||||||||
Fiserv, Inc. 2026 Proxy Statement | A-3 |
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(1) | Currency impact is measured as the increase or decrease in adjusted revenue for the current year by applying prior year foreign currency exchange rates to present a constant currency comparison to the prior year. |
(2) | Represents acquisition and related integration costs incurred in connection with acquisitions. Merger and integration costs associated with integration activities include $21 million of third-party professional service fees and $25 million related to legal and other settlements. |
(3) | Represents third-party consulting and professional service fees associated with a multi-year transformation initiative focused on operational excellence enabled by artificial intelligence, including process reengineering and technology infrastructure modernization. |
(4) | Represents amortization of intangible assets acquired through acquisition, including customer relationships, software/technology and trade names. This adjustment does not exclude the amortization of other intangible assets such as contract costs (sales commissions and deferred conversion costs), capitalized and purchased software, financing costs and debt discounts. |
(5) | Represents incremental compensation expense associated with the transition of the company’s Chief Executive Officer (“CEO”), comprised of $40 million of former CEO non-cash share-based compensation and related employer payroll taxes, and a $12 million cash replacement award paid to the company’s new CEO appointed in 2025. |
(6) | Represents the company’s share of amortization of acquisition-related intangible assets at its unconsolidated affiliates, as well as the minority interest share of amortization of acquisition-related intangible assets at its subsidiaries in which the company holds a controlling financial interest. This adjustment also includes a $51 million gain related to the sale of an equity method investment, recorded within income from investments in unconsolidated affiliates in the consolidated statement of income. |
(7) | Represents a gain associated with the sale of an equity security in the fourth quarter of 2025, recorded within other expense, net in the consolidated statement of income. |
(8) | The tax impact of adjustments is calculated using a tax rate of 19.5%, which approximates the company’s annual effective tax rate, exclusive of actual tax impacts of an aggregate $30 million provision associated with the gain on certain investments. |
(9) | The Argentine government announced economic policy changes, including the removal of certain currency controls, resulting in a significant devaluation of the Argentine Peso on April 14, 2025. This adjustment represents the corresponding one-day foreign currency exchange loss from the remeasurement of the company’s Argentina subsidiary’s monetary assets and liabilities in Argentina’s highly inflationary economy. |
A-4 | Fiserv, Inc. 2026 Proxy Statement |
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FAQ
What is Fiserv (FI) asking shareholders to vote on at the 2026 annual meeting?
When and how can Fiserv (FI) shareholders attend the 2026 annual meeting?
What is Fiserv’s One Fiserv action plan described in the proxy statement?
How is Fiserv (FI) changing its executive compensation program for 2026?
What leadership and board refreshment steps has Fiserv (FI) taken?
How did Fiserv (FI) shareholders respond to executive pay at the 2025 meeting?
What are Fiserv (FI) directors paid under the 2025 program?

























