Proxy Statement (Form DEF 14A)

SECURITIES AND EXCHANGE COMMISSION

 

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Dear Fellow Shareholders,

We wrapped up another successful year at Fiserv in 2024, with strong financial results, new product development, and enhanced client relationships. Throughout the year, we advanced multiple strategies and new market positions that take advantage of our leading Merchant and Financial Solutions products and services. The growing connection between businesses and financial institutions, and our ability to consistently deliver innovative solutions to address new opportunities, is a key to our success.

In 2024, we introduced a number of new products, designed for accelerated adoption and integration into our leading platforms. We believe our scale, broad product set, distribution, innovative technology, global presence, deep talent bench, and diverse merchant and financial institution clients position us well for 2025, and we anticipate continued strong results enabling continued investment, acquisitions, and retuof capital to shareholders through share repurchases. We believe the assets we have to serve our clients' needs is unparalleled in the financial technology sector today.

This year, Fiserv was again named a "World's Most Admired Company" by Fortune. This recognition is our tenth in the last eleven years, and we are proud to have moved higher in our ranking in the areas of quality of product and service and quality of management, and to have maintained high rankings in innovation and long-term investment value. We believe this recognition highlights our commitment to serving our clients.

Please join us for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FI2025 on Wednesday, May 14, 2025, at 10:00 a.m. Central time. Details for attending the meeting, and how and when to vote, are included in this proxy statement.

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

Sincerely,

 

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 14, 2025: The proxy statement, 2024 Annual Report on Form 10-K, and the means to vote by Internet are available at http://www.proxyvote.com.

Proxy Summary

This summary highlights selected information in this proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024, before voting your shares.

Annual Meeting Information

Proxy Summary

Director Nominees

    Chair

Proxy Summary

At-A-Glance

In 2024, Fiserv continued to demonstrate its leadership in financial and merchant solutions through strong financial results. Throughout the year, we advanced multiple strategies and product offerings that highlight the unique construct of Fiserv with strong assets across Merchant and Financial Solutions. Our performance is directly attributable to our broad and diverse client base, innovative solutions, global presence and distribution network, significant capital resources, strategic vision and commitment to operational excellence. Every day, we remain focused on growth strategies, and we continue to identify ways to drive innovation and further productivity.

Leadership Changes

In early December 2024, President Donald J. Trump nominated Frank J. Bisignano, Chief Executive Officer, President and Chairman of the Board, to serve as the Commissioner of the Social Security Administration. Executing on the board's succession plan, the board promptly commenced a process to identify, interview, and select a new chief executive officer. Effective January 27, 2025, Michael P. Lyons was appointed President and CEO-Elect, reporting to Mr. Bisignano who will continue to serve as Chairman and Chief Executive Officer until the earlier of his confirmation as the Commissioner of the Social Security Administration by the U.S. Senate and June 30, 2025. If Mr. Bisignano is confirmed prior to the annual meeting, his nomination for election as a director will be withdrawn. Upon Mr. Bisignano's resignation, Mr. Lyons will become Chief Executive Officer and a member of the board (if not already elected at the 2025 annual meeting of shareholders), and Doyle R. Simons, our lead independent director, will become non-executive Chairman of the Board. Mr. Lyons most recently served as President of The PNC Financial Services Group where he led all of PNC's lines of business, as well as Executive Vice President and Head of Corporate & Institutional Banking. Mr. Lyons brings the right blend of industry depth, strategic vision and a proven track record of delivering operational excellence and superior results to help lead our company into its next chapter of innovation and service to financial institutions, businesses and communities, and continue to drive shareholder value.

Board of Directors and Governance

Proxy Summary

non-executive Chairman of the Board, effective as of the earlier of Mr. Bisignano's confirmation as Commissioner of the Social Security Administration by the U.S. Senate and June 30, 2025. In appointing Mr. Simons as chairman, the board considered his service as lead director, historical knowledge of the company, diverse experience in senior management, financial and legal matters, and record of strong shareholder support.

Executive Compensation

Proxy Summary

Corporate Social Responsibility

Shareholder Engagement

Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings and investor and industry conferences. In addition, we engage with shareholders regarding corporate governance and related matters to understand their priorities and areas of focus. In 2024, we met with shareholders both prior to and following our annual meeting of shareholders, extending invitations to meet with shareholders collectively owning approximately 60% of our outstanding shares and engaged with shareholders collectively owning approximately 28% of our shares. Mr. Simons, in his role as lead independent director and chair of the talent and compensation committee, participated in multiple meetings. Feedback received from these discussions has helped inform enhancements to our governance, executive compensation, and corporate responsibility programs and disclosures.

Board and Governance Matters

Proxy Summary

Compensation Matters

Our Board of Directors

Our Director Nominees

The board seeks to be comprised of directors with a broad set of skills, experiences, and backgrounds to ensure diverse perspectives and contemporary ideas. The board is comprised of individuals with proven business experience and significant accomplishments as well as diverse board tenure, gender, age, race, ethnicity, nationality, and cultural backgrounds. In particular, four nominees have served on the board for less than three years, five have served between four and eight years, and one has served for more than eight years; three are women; and four are ethnically or racially diverse.

Our Board's Experience and Skills

The collective experience of our director nominees reflects a balanced mix of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes the skills for each director nominee under criteria we have identified as most relevant to our current business strategy. More detailed information about each nominee's qualifications, skills and experience follows under "Who We Are."

Our Board of Directors

Category Guidelines

A general, non-exclusive standard for each of the categories is that the respective experience should be, as applicable, current or recent; at the C-suite or senior management level; gained at a large, complex, global company; and at a company generally known to and well-regarded by relevant peers.

Our Board of Directors

Proposal 1: Election of Directors

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

Who We Are

Our Board of Directors

Our Board of Directors

Our Board of Directors

Our Board of Directors

Our Board of Directors

How We Are Selected, Elected and Evaluated

More About Nominees

All of the nominees for election as director at the annual meeting have been nominated in accordance with our by-laws. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve, provided that, if Mr. Bisignano is confirmed to serve as Commissioner of the Social Security Administration prior to the annual meeting his nomination for election as a director will be withdrawn. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose.

Mr. Lyons joined the company as President and CEO-Elect on January 27, 2025, and will be appointed as Chief Executive Officer, and cease serving as President, upon Mr. Bisignano's resignation to serve as Commissioner of the Social Security Administration. Pursuant to the terms of the offer letter between us and Mr. Lyons, dated January 22, 2025, Mr. Lyons will become a director upon Mr. Bisignano's resignation (unless Mr. Lyons is earlier elected by shareholders at the annual meeting). His offer letter is described in and filed as an exhibit to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2025. In addition to providing for Mr. Lyon's appointment as a director, the offer letter also entitles Mr. Lyons to certain annual compensation and sign on cash and equity replacement awards.

Vote Required

Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director's election, other than in a contested election. A majority of the votes cast means that the number of votes cast "for" a director's election exceeds the number of votes cast "withheld" with respect to that director's election. If, in an uncontested election of directors, any incumbent nominee receives a greater number of votes "withheld" from his or her election than votes "for" his or her election, such director will promptly tender his or her resignation. The nominating and corporate governance committee will then promptly recommend to the board whether to accept or reject the resignation, and we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission that sets forth the board's decision in which the director who tendered a resignation will not participate. In a contested election, as determined by the chair of the board, each director will be elected by a plurality of the votes cast with respect to that director's election at a meeting at which a quorum is present regardless of whether a contested election continues to exist as of the date of such meeting.

Our Board of Directors

What We Look for in Directors

The nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, and an ability to represent the long-term interests of shareholders. In this regard, and to ensure diverse capabilities and viewpoints, the board should also consist of individuals with diverse director tenure, gender, sexual orientation, race, ethnicity, nationality, cultural background and age who possess outstanding business experience, proven ability and significant accomplishments through other enterprises. 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 board approval, and that the 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 the directors have adequate time to fulfill their responsibilities as a director.

How We Nominate Directors

The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee uses a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under "Voting, Meeting and Other Matters - Shareholder Proposals for the 2026 Annual Meeting."

Our Board of Directors

How We Evaluate Our Performance

The board of directors annually considers the performance of the board, board committees and individual directors. Our board believes that a meaningful evaluation process promotes good governance practices and enhances the effective functioning of the board.

The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to improve the operation and performance of the board and its committees.

How We Are Organized

Our Independence

Our board of directors has determined that Stephanie E. Cohen, Henrique de Castro, Harry F. DiSimone, Lance M. Fritz, Ajei S. Gopal, Wafaa Mamilli, Heidi G. Miller, Doyle R. Simons, Kevin M. Warren and Charlotte B. Yarkoni are "independent" under the independence standards set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual. Each member of the committees of our board of directors is independent, and the members of our audit and talent and compensation committees satisfy the additional independence criteria applicable to those committees under New York Stock Exchange or Securities and Exchange Commission rules. In addition, each member of the talent and compensation committee is a non-employee director. Messrs. Bisignano and Lyons are not independent because they are current employees of Fiserv. The term of service of Heidi G. Miller, a current director, will expire at the 2025 annual meeting of shareholders.

Our Meetings and Attendance

During our fiscal year ended December 31, 2024, the board of directors held seven meetings. During 2024, each director attended 100% of the meetings of the board of directors and the committees on which he or she served, in each case, while the director was on the board or such committees. Our non-management directors meet in executive session without management present at each regular meeting of the board of directors. These executive sessions are led by the chairman of the board, if not an employee, or the lead director, as appropriate.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2024 annual meeting of shareholders attended the meeting.

Our Board of Directors

Our Leadership

We believe that strong independent leadership is essential for our board of directors to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the composition of the board, the individuals serving in leadership positions, and our performance as a company.

The board will continue to annually review its leadership structure in light of the needs of the board and the company at such time.

Our Committees

Our board of directors has four standing committees: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a risk committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters (along with our governance guidelines and code of conduct) available free of charge on our website at https://investors.fiserv.com/corporate-governance/governance-documents. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee's risk oversight responsibilities can be found below under "How We Gove- Risk Oversight."

Our Board of Directors

Our Board of Directors

How We Govern

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

Strategic Oversight

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

Risk Oversight

Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks we face so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and through its committees, regularly engages with management and outside advisors about the risks we face.

Risk Management Approach

We maintain an enterprise risk management (ERM) program with a top risk register and structured risk assessment process that supports strategic planning and decision making. As part of our ERM program, for each category of risk, we determine an appropriate risk appetite. We consider the impact and likelihood of our top risks, and our ability to manage those risks through mitigating controls. The risk assessment process also determines risk ratings, such that the management of significant risks can be prioritized. On an ongoing basis, we identify, categorize, assess, respond to, and monitor risks, escalating mitigation efforts as needed. We consider the ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, our financial performance, compliance and legal, our reputation, and our business strategy. Response plans are developed for residual risks that are above the acceptable tolerance level.

The board of directors believes that its current leadership structure best positions it to oversee the risks faced by the company today based on the company's operations and strategic goals and the qualifications and skills of our directors. The significant majority of our board are independent and all four of our standing board committees are

Our Board of Directors

chaired by independent directors. Our lead independent director has a robust set of responsibilities under our governance guidelines that enable him to provide an independent perspective on significant matters, including the management of risk. Effective upon Mr. Bisignano's resignation, Mr. Simons, our current lead independent director, will become non-executive Chairman of the Board.

The board of directors and its committees provide oversight of risk within the scope of their respective responsibilities, including those described below.

Board of Directors

Risk Committee

Nominating and Corporate Governance Committee

Our Board of Directors

Audit Committee

Board Role in Succession Planning

Our board believes it is critical to have strong and effective leadership, and our board regularly considers chief executive officer and management succession plans. We have a strong internal bench of executive leaders and the board has regular and direct exposure to the members of our management committee and high-potential senior leaders at each regular board meeting. In support of the succession planning process, in 2024, we engaged a third party to conduct talent assessments of the members of our management committee. The results of the assessments were presented to and discussed by our independent directors. Our directors also focused on the succession process, developing key attributes and skills of a chief executive officer, and discussing candidates and development initiatives. With this strong foundation, earlier this year, the directors were able to quickly select Mr. Lyons as our new chief executive officer following Mr. Bisignano's nomination as Commissioner of the Social Security Administration, and ensure a smooth transition, with the support of the highly experienced executive team.

Review, Approval or Ratification of Transactions with Related Persons

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

Our Board of Directors

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

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

In 2024, Sam Lituchy, an employee of the company and in-law of Mr. Bisignano, received base salary and cash incentive compensation of $347,175 and restricted stock units having a grant date fair value of $244,639. He was also eligible to participate in our employee benefit plans generally available to other employees.

How We Are Paid

Objectives for Director Compensation

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

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

Our Board of Directors

Elements of 2024 Director Compensation

Our 2024 non-employee director compensation program is summarized below:

Upon being elected or re-elected as a director, each non-employee director receives such number of restricted stock units as is determined by dividing $230,000 by the closing price of our common stock on the grant date. Upon being elected or re-elected as the lead director, the lead director receives such number of restricted stock units as is determined by dividing $75,000 by the closing price of our common stock on the grant date. Committee chair fees are in addition to the base committee fees and the lead director fee is in addition to the standard board fee and annual equity grant.

Our biannual market study conducted in 2024 resulted in the following increases to board compensation: the annual equity award increased from $210,000 to $230,000; the audit committee chair fee increased from $20,000 to $25,000; and the nominating and corporate governance committee and talent and compensation committee chair fees increased from $10,000 to $20,000. The annual equity award change was effective for the annual grants made on May 15, 2024, and the other compensation changes were effective as of July 1, 2024.

Restricted stock units vest 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. All cash fees are payable quarterly in arrears and may be subject to deferral elections. Committee fees are payable with respect to each committee on which a director serves.

Stock Ownership Requirements

Under our stock ownership policy, non-employee directors are required to accumulate, within five years after joining the board, and hold our common stock having a market value of $1,320,000, four times (4x) the sum of the standard annual board cash fee plus the value of the standard annual equity award. All non-employee directors are in compliance with our stock ownership policy.

Non-Employee Director Deferred Compensation Plan

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

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

Our Board of Directors

	Name			Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)			Total ($)
	Stephanie E. Cohen(3)			-			-			-
	Henrique de Castro(4)			130,000			230,035			360,035
	Harry F. DiSimone(4)			150,000			230,035			380,035
	Lance M. Fritz(4)			113,214			280,665			393,879
	Ajei S. Gopal(4)			104,286			266,191			370,477
	Wafaa Mamilli(4)			130,000			230,035			360,035
	Heidi G. Miller(4)			145,000			230,035			375,035
	Doyle R. Simons(5)			145,000			305,060			450,060
	Kevin M. Warren(4)			152,500			230,035			382,535
	Charlotte B. Yarkoni(4)			130,000			230,035			360,035
	Former Directors
	Dylan G. Haggart(6)			48,571			-			48,571

Our Board of Directors

How to Communicate with Us

Shareholders and any other interested party may communicate with our board of directors, non-management or independent directors as a group, or individual directors, including our chairman or lead director, by submitting communications in writing to us at 600 N. Vel R. Phillips Avenue, Milwaukee, WI, 53203, Attention: Eric C. Nelson, Secretary. Shareholders and any other interested party may also contact us by e-mail through our investor relations department at [email protected]. Communications addressed to the board of directors, non-management or independent directors as a group, or individual directors, including our chairman or lead director, other than business solicitations or similar communications, will be provided to our board of directors, such group of directors, or individual directors, as applicable.

Our Executive Pay

Proposal 2: Advisory Vote to Approve Executive Compensation

Background

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

Pay-for-Performance Philosophy and Key Compensation Actions for 2024

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

Our Executive Pay

Our Policies

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

We believe that our executive compensation program appropriately attracts, retains and incentivizes management while aligning pay with performance, driving long-term value creation and reflecting the views of shareholders. Our executive compensation program was supported by shareholders at the 2024 annual meeting with 91% of votes cast in favor of the proposal. This level of support validated the enhancements that we made to our executive compensation program in fiscal year 2023 in response to shareholder feedback. We carefully consider shareholder input in evaluating and designing our executive compensation program, as well as the results of the prior advisory vote. As a result of a substantial majority of our shareholders approving the compensation program at the 2024 annual meeting, the talent and compensation committee did not implement significant changes to our executive compensation program.

Proposed Resolution

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

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

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

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, the number of votes cast "for" the proposal must exceed the number of votes cast "against" the proposal. Unless otherwise specified, the proxies solicited hereby will be voted in favor of this proposal.

While the vote is advisory and will not be binding upon the board or the talent and compensation committee, the talent and compensation committee will carefully consider the outcome of the vote when considering future executive compensation decisions to the extent it can determine the cause or causes of any significant negative voting results.

Our Executive Pay

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis addresses compensation for our named executive officers for 2024.

Our Business

We aspire to move money and information in a way that moves the world. As a global leader in payments and financial technology, we help clients achieve best-in-class results through a commitment to innovation and excellence in areas including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover^® cloud-based point-of-sale and business management platform.

2024 Performance Highlights

We continued our strong track record of creating value for shareholders:

Named executive officer compensation for 2024 was paid or awarded in the context of these results.

In this proxy statement, we discuss financial measures that are referred to as non-GAAP financial measures, including organic revenue growth, adjusted earnings per share, adjusted operating margin, adjusted operating income and adjusted revenue for incentive compensation. See Appendix A to this proxy statement for more information regarding these measures and reconciliations to the most directly comparable GAAP measures.

Shareholder Engagement

Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. In addition, we engage with shareholders regarding corporate governance and related matters to understand their priorities and areas of focus. In 2024, we conducted shareholder engagement focused on corporate governance and related matters, both prior to and following our annual meeting of shareholders. We extended invitations to meet with shareholders collectively owning approximately 60% of our outstanding shares and engaged with shareholders

Our Executive Pay

collectively owning approximately 28% of our shares. Mr. Simons, as chair of our talent and compensation committee and lead director, participated in several of these meetings. Feedback received from these discussions has helped inform enhancements to our executive compensation program and disclosures.

In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance. Shareholders also expressed support for equity to continue as a significant component of our compensation program and our focus on aligning compensation with the interests of our shareholders and long-term value creation. Shares subject to the performance share units vest based on attainment of relative total shareholder retuand achievement of financial performance goals. For the relative total shareholder retucomponent, performance at the 55^th percentile relative to the S&P 500 is required for target level vesting and payouts are capped at target if our absolute total shareholder retuover the three-year period is negative.

Our Executive Pay

				Base Salary(1)			Annual Cash Incentive Award(2)			Equity Awards(3)			Total
	F. Bisignano			$  1,400,000			$    -			$  25,600,000			$  27,000,000
	G. Chiarello			1,000,000			-			7,500,000			8,500,000
	J. Gibbons			750,000			-			5,250,000			6,000,000
	R. Hau			750,000			-			7,650,000			8,400,000
	A. Rosman			725,000			-			4,750,000			5,475,000

Our Executive Pay