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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )
☒ Filed by the Registrant             Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
FISERV, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

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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Fiserv, Inc.
Dear Fellow Shareholders,
In 2023, Fiserv continued to demonstrate its leadership in financial technology through its strong financial results. Our performance is directly attributable to our broad and diverse client base, product portfolio and distribution network, significant capital resources, strategic vision, and commitment to operational excellence across our global footprint.
While I am proud of our performance and sound approach to capital allocation, I am equally gratified that we delivered on our commitments. In 2020, in the depths of a pandemic, we set revenue, margin and earnings per share targets, and we exceeded them. This is a testament to the resiliency of the Fiserv business model, with recurring revenue, scalable technology, and flexibility to manage investment at the operating and capital levels. It is also a reflection of our culture of not being satisfied with our results, and always pushing for more. Every day, we are executing on the growth strategies presented at our investor conference last fall, and we continue to identify ways to drive further productivity.
It is with this combination of assets, unyielding culture, and consistent track record that we plan to sustain industry-leading performance through 2024 and beyond. We anticipate continued strong results enabling additional investment, acquisitions and return of capital to shareholders.
Our approach to Corporate Social Responsibility reflects our commitment to the future, and I'm proud of the progress we've made. Our program and strategy are focused on four pillars to help deliver better business outcomes: Empower People, Advance Communities and Society, Champion Responsible Business Practices, and Invest in Sustainable Systems. These pillars inform how we operate every day and have played an important role in our continued success including by reducing employee attrition, empowering clients with working capital, managing risk and bringing employees back to work in LEED certified office spaces. Our efforts are informed by employee, client and shareholder input as we continue to drive meaningful outcomes.
Please join me for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FI2024 on Wednesday, May 15, 2024, 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,


Frank J. Bisignano
Chairman, President and Chief Executive Officer

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Notice of
2024 Annual
Meeting of
Shareholders
May 15, 2024
Wednesday, at 10:00 a.m. (CT)
Virtual Annual Meeting Site
www.virtualshareholdermeeting.com/FI2024, where you will be able to listen to the annual meeting live, submit questions and vote online
Who Can Vote
Holders of Fiserv stock at the close of business on March 18, 2024.
Participating in the Virtual Annual Meeting
The annual meeting will be held via live webcast to enable broad shareholder attendance and to provide a consistent experience to all shareholders regardless of location. Holders of Fiserv stock at the close of business on March 18, 2024, are entitled to participate in, examine our shareholder list at, and submit questions in writing during, the annual meeting by visiting www.virtualshareholdermeeting.com/FI2024. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9:45 a.m. (CT). Please allow ample time for the online check-in procedures.
Date of Mailing
On April 3, 2024, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.
Matters to be Voted On
1.
Election of ten 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 2024.
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 3, 2024
Review your proxy statement and vote in one of four ways:

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 15, 2024: The proxy statement, 2023 Annual Report on Form 10-K, and the means to vote by Internet are available at http://www.proxyvote.com.

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Fiserv, Inc. 2024 Proxy Statement | 03

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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, 2023, before voting your shares.
Annual Meeting Information




Time and Date
Wednesday, May 15, 2024
10:00 a.m. (CT)
Virtual Meeting Site
www.virtualshareholdermeeting.com/FI2024
Record Date
March 18, 2024
Items of Business
Board’s Recommendation
Where to
Find Details
1. Election of ten directors to serve for a one-year term and until their successors are elected and qualified.
FOR all nominees
P. 12 - 18
2. Approval, on an advisory basis, of the compensation of our named executive officers.
FOR
P. 28 - 29
3. Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.
FOR
P. 63
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Proxy Summary
Director Nominees
Director Nominees
 
 
 
 
 
 
 
Committee Memberships
Directors
Occupation
Age
Director
Since
Independent
Other Public
Directorships
Audit
Nominating
and Corporate
Governance
Talent and
Compensation
Risk
Frank J.
Bisignano
Chairman, President and Chief Executive Officer
64
2019
 
 
 
 
 
 
Henrique
de Castro
Former Chief Operating Officer of Yahoo! Inc.
58
2019

1

 

 
Harry F. DiSimone
Former President of Commerce Advisors, Inc.
69
2018

 

 
 

Lance M. Fritz
Retired Chairman, President and Chief Executive Officer of Union Pacific Railroad Corporation
61
2024

1


 
 
Ajei S. Gopal
President and Chief Executive Officer of ANSYS, Inc.
62
2024

1
 

 

Wafaa Mamilli
EVP, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc.
56
2021

 
 

 

Heidi G. Miller
Former President of JPMorgan International
70
2019

 
 


 
Doyle R. Simons(1)
Former President and Chief Executive Officer of Weyerhaeuser Company
60
2007

2
 


 
Kevin M. Warren
Former EVP and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc.
61
2020

 

 

 
Charlotte B. Yarkoni
President of Commerce, Ecosystems, Cloud & AI of Microsoft
54
2023

 

 
 

  Chair
(1)
Lead Independent Director
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Proxy Summary
At-A-Glance
At-A-Glance
In 2023, Fiserv continued to demonstrate its leadership in financial technology through strong financial results. Our performance is directly attributable to our broad and diverse client base, product portfolio and distribution network, significant capital resources, strategic vision, and commitment to operational excellence. Every day, we are executing on the growth strategies presented at our investor conference last fall, and we continue to identify ways to drive further productivity.
Board of Directors and Governance
Enhanced Board Membership. Our board of directors is composed of a diverse group of members who are leaders in their respective fields. Over the past several years, we have added directors that have contributed new perspectives and insights to the company, and at least a majority of them have C-level executive leadership, payments, or ecommerce, mobile and digital experience. In particular, in the past 12 months, the board appointed three new independent directors: Lance Fritz, Ajei Gopal, and Charlotte Yarkoni. These new directors bring additional skills and experience to the board, including relevant technology and cybersecurity backgrounds, expertise in artificial intelligence (AI), and public company and chief executive leadership service. In this proxy statement, we expanded the description of the director skills matrix categories to provide insight into how these skills contribute to our performance. We will continue to evaluate and seek to appoint directors that support the evolving needs of our business and enhance the expertise of the board.
Board Performance. In connection with director recruiting efforts in 2023, we engaged a third party to interview our directors regarding individual director and board performance as well as areas for enhanced skills or performance. In addition, in early 2024, we conducted a written director survey regarding board performance and our lead independent director discussed 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 directors, continuing outside expert presentations as part of its director education program, enhancing the board’s new director orientation program, and reorganizing the membership of its committees. The board will continue to deploy annual board assessments, full board discussions, and third-party evaluations to assemble a board that collectively has the skills and experiences to advance our strategy and provide effective oversight.
Board Diversity. Consistent with our commitment to actively seek highly qualified female and racially/ethnically diverse directors, as described in our governance guidelines, the board of directors has strengthened its diversity in the past year. In this regard, 60% of our director nominees are diverse, including 30% who are women and 40% who are diverse in race and/or ethnicity.
Committee Rotation. Our new directors were appointed to serve on committees where the board believes they are able to make the most impact. In this regard, Mr. Gopal and Ms. Yarkoni, who have strong technology backgrounds, were appointed to the risk committee, and Mr. Fritz and Mr. Gopal, both of whom have public company chief executive officer and chairman experience, were appointed to serve on the nominating and corporate governance committee. In addition, certain incumbent directors rotated to the talent and compensation and nominating and corporate governance committees. Overall, the board believes that these changes best position our directors to use their skills to provide effective oversight and deliver value to our shareholders.
Lead Director. In 2023, to further strengthen our board leadership structure, we amended our governance guidelines to expand the responsibilities of our lead director to include approving board meeting agendas, schedules, and materials and engaging with shareholders. The lead director continues to fulfill these enhanced responsibilities.
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Proxy Summary
At-A-Glance
Executive Compensation
Commitment to Performance Share Units. As reflected on page 32, 82% of Mr. Bisignano’s total compensation for 2023 was in the form of equity, with 60% of the equity awards in the form of performance share units (“PSUs”) and 40% in the form of restricted stock units (“RSUs”). Our other executive officers also received a substantial majority of their compensation in equity, split equally between PSUs and RSUs.
New Clawback Policy. We adopted an updated compensation recoupment policy that complies with new Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to meeting the regulatory requirements, the policy provides the company with additional recovery rights for financial restatements and in circumstances of employee misconduct or noncompliance.
Corporate Social Responsibility
GHG Reduction Targets. Our 2023 Corporate Social Responsibility (CSR) Report will include, for the first time, greenhouse gas emission reduction targets.
Enhanced ESG Reporting. Our Environmental, Social and Governance (ESG) programs and reporting continue to mature, and our 2023 CSR Report aligns with the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI) reporting standards, and Task Force on Climate-Related Disclosures (TCFD) standards.
Associate Engagement. In 2023, 92% of our associates participated in our annual global associate engagement survey. In the trust in leadership dimension, we scored in the top decile across benchmarks. We also scored above the benchmark average on inclusiveness, reflecting our associates’ belief that Fiserv fosters an environment where people of diverse backgrounds can thrive and succeed. We also continued to focus on providing associates with training, learning, and career development opportunities and on building our recruiting and internal mobility programs.
Employee Resource Group Growth. Our Employee Resource Groups continue to grow in number and membership and increased by nearly 1,500 employees in 2023. These groups facilitate professional networking, create internal mobility and career advancement opportunities, and encourage associates to consider different points of view.
Environmental Stewardship Efforts. Our technology innovation center in Berkeley Heights, NJ, earned LEED Platinum status in 2023 and our office in New York City has been designated LEED Gold. During 2023, we delivered on our commitment to adopt an environmental policy, created a regional sustainability working group to align sustainability- and climate-related programming, data and reporting across regions, and successfully completed our third Carbon Disclosure Project (CDP) Climate Change submission.
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Proxy Summary
Shareholder Engagement
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 2023, we conducted two rounds of 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 collectively owning approximately 45% of our shares. The chair of our talent and compensation committee, who is also our lead director, participated in several of these 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
What We Heard
How We Responded
Shareholders expressed support for the appointment of additional directors
 
• In the past 12 months, we have added 3 new independent directors who collectively bring senior leadership, board, and technology experience to our board of directors

• 30% of our board nominees are women and 40% are racially or ethnically diverse
Shareholders asked for a deeper understanding of the skills and capabilities of our directors and how the board continues to enhance its capabilities
 
• In this proxy statement, we have expanded the description of the director skills matrix categories to enable shareholders to better understand how these skills contribute to our performance

• We have also expanded the discussion of the annual board performance review to describe how the review impacts the board’s strategy and decisions, including actions the board has taken in response to the feedback

• We enhanced our director education program, including by providing training sessions at each regular board meeting which focused on, for example, governance trends, cybersecurity, data privacy, and technology

• We continue to refine our director onboarding program to accelerate director integration. The program includes comprehensive written materials, engagement with management and other directors, and meetings with experts and third parties, all with a goal of enabling new board members to make an impact and promoting long-term engagement
Shareholders expressed support for the strong leadership of the company and its board of directors
 
• Following the 2023 annual meeting of shareholders, the board of directors considered the outcome of the shareholder vote on the combination of the role of chairman and chief executive officer, which demonstrated strong support for the board’s flexible approach to leadership. The board also considered the feedback we received during our shareholder engagement meetings. Based on the enhancements the board made to the role of the lead director, our chief executive officer’s deep industry experience and performance, and other strong governance practices, the board continued to support combining the role of chair and chief executive officer

• Consistent with our governance guidelines, the board of directors will continue to at least annually consider board and committee leadership
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Proxy Summary
Shareholder Engagement
What We Heard
How We Responded
Shareholders remained interested in our ESG reporting and initiatives
 
• Our 2023 Corporate Social Responsibility (CSR) Report to be published in 2024, will include, for the first time, greenhouse gas emission reduction targets

• Our 2023 CSR Report aligns to the disclosure frameworks embodied in the Task Force on Climate-Related Disclosures (TCFD), Sustainability Accounting Standards Board (SASB), and Global Reporting Initiative (GRI) reporting standards
Compensation Matters
What We Heard
How We Responded
Shareholders expressed that performance share units should continue to be a significant component of our compensation program
 
• We continued to align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders. As reflected on page 32, Mr. Bisignano’s compensation for 2023 was awarded primarily in the form of equity compensation (82%), with 60% of the awards in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”). Our other executive officers also received the significant majority of their incentive compensation in the form of equity split equally between PSUs and RSUs
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Our Board of Directors
Our Director Nominees


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 “Proposal 1. Election of Directors – Who We Are.”
 
Bisignano
de Castro
DiSimone
Fritz
Gopal
Mamilli
Miller
Simons
Warren
Yarkoni
Payments
 
 
 
 
 
Technology & Information Security
“C-Level” Executive Leadership
Public Company Board
Finance
Strategy
Global Experience
 
Compensation and Talent
Risk Management
 
Government, Regulation, Geopolitical
Ecommerce, Mobile, Digital
 
 
 
 
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Our Board of Directors
Our Board’s Experience and Skills
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.
Skill / Experience
Description
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.
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 cybersecurity and data privacy.
“C-Level” Executive Leadership
Experience as chief executive officer, chief financial officer or other executive-level manager.
Public Company Board
Experience as a public company director.
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.
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.
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.
Compensation and Talent
Experience in enterprise-wide human capital management and the development of human and other talent resources, including related to diversity, equity and inclusion; employee engagement; employee training and development; and corporate culture. Experience in C-suite and other senior management performance evaluation, compensation and succession planning.
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 ESG factors into ERM.
Government, Regulatory and/or 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.
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.
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Our Board of Directors
Who We Are
Proposal 1: Election of Directors
Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified.
For
The board of directors recommends that you vote “For” each of its nominees for director.
Who We Are

Age: 64
Director
Since: 2019
Chairman
since: 2022

Committees:
• None
Frank J. Bisignano
Mr. Bisignano has served as Chairman of the Board since 2022, Chief Executive Officer since 2020 and President since 2019. Mr. Bisignano served as our Chief Operating Officer from 2019 to 2020 and joined us as part of the acquisition of First Data Corporation.
Business Experience
Prior Public Directorships
 • Humana, Inc., a health insurance company (2017-2021)
 • First Data Corporation (2013-2019)
Prior Positions
 • Chief Executive Officer (2013-2019) and Chairman (2014-2019) of First Data Corporation
 • Co-Chief Operating Officer, Chief Executive Officer of Mortgage Banking, Chief Administrative Officer and other executive positions at JPMorgan Chase & Co., a global financial services company (2005-2013)
 • Chief Executive Officer for the Global Transactions Services business and a member of the Management Committee of Citigroup Inc., a global banking company (2002-2005)
Reasons For Nomination
 • Currently serves as our President and Chief Executive Officer
 • Experienced executive and recognized leader in the financial services industry
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Our Board of Directors
Who We Are

Age: 58
Director
since: 2019

Committees:
• Audit
• 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 global growth strategies

Age: 69
Director
since: 2018

Committees:
• Risk, Chair
• Audit
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
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Our Board of Directors
Who We Are

Age: 61
Director
since: 2024


Committees:
• Audit
• Nominating and Corporate Governance
Lance M. Fritz
Mr. Fritz most recently served as Chairman, President and Chief Executive Officer of Union Pacific Corporation, a leading transportation company, from 2015 to 2023.
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
 • Accomplished executive with 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
 • Mr. Fritz was identified by a third-party search firm

Age: 62
Director
since: 2024

Committees:
• Risk
• Nominating and Corporate Governance
Ajei S. Gopal
Mr. Gopal has served as the President and Chief Executive Officer of ANSYS, Inc., an engineering simulation solutions provider since 2017.
Business Experience
Current Directorships
 • ANSYS, Inc. (public)
Prior Public Directorships
 • Citrix Systems, a cloud computing and virtualization technology company (2017-2021)
Prior Positions
 • 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, chief operating officer and technology experience
 • Mr. Gopal was identified by a third-party search firm
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Our Board of Directors
Who We Are

Age: 56
Director
since: 2021

Committees:
• Risk
• Nominating
and Corporate Governance
Wafaa Mamilli
Ms. Mamilli has served as 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, since 2022, and served as Chief Information and Digital Officer of Zoetis since 2020.
Business Experience
Prior Positions
 • Global Chief Information Officer for business units at Eli Lily and Company, a pharmaceutical company (2019-2020)
 • A variety of leadership positions at Eli Lily since 1995, including Chief Information Security Officer (2016-2019)
Reasons For Nomination
 • Extensive global experience and technology background, including expertise in cybersecurity, digital and analytics

Age: 70
Director
since: 2019

Committees:
• Nominating
and Corporate
Governance, Chair
• Talent and Compensation
Heidi G. Miller
Ms. Miller most recently served as President of JPMorgan International, a division of JPMorgan Chase & Co., a global financial services company.
Business Experience
Current Directorships
 • Waystar, Inc., a provider of financial management technology (private)
Prior Public Directorships
 • HSBC Holdings plc, a British global banking and financial services company (2014-2021)
 • General Mills Inc., a manufacturer and marketer of branded consumer foods (1999-2019)
 • First Data Corporation (2014-2019)
Prior Positions
 • President of JPMorgan International (2010-2012)
 • Executive Vice President, Chief Executive Officer – Treasury and Securities Services of JPMorgan Chase (2004-2010)
 • Executive Vice President and Chief Financial Officer of Bank One Corporation, a commercial bank that is now part of JPMorgan Chase (2002-2004)
 • Chief Financial Officer of Citigroup Inc., a global banking company
Reasons For Nomination
 • Leadership, management and strategic experience at complex organizations in the global banking and financial services industries
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Our Board of Directors
Who We Are

Age: 60
Director
since: 2007
Lead Director
since: 2022

Committees:
• Talent and Compensation, Chair
• Nominating
and Corporate Governance
Doyle R. Simons
Mr. Simons most recently served as President and Chief Executive Officer and a director of Weyerhaeuser Company, a company focused on timberlands and forest products.
Business Experience
Current Directorships
 • Union Pacific Corporation, a leading transportation company (public)
 • Iron Mountain Incorporated, a storage and information management company (public)
Prior Public Directorships
 • Weyerhaeuser Company (2013-2018)
Prior Positions
 • President and Chief Executive Officer of Weyerhaeuser Company (2013-2018), and senior advisor (2018-2019)
 • Chairman and Chief Executive Officer of Temple-Inland, Inc., a manufacturing company focused on corrugated packaging and building products (2007-2012)
 • Executive Vice President, Chief Administrative Officer, Vice President – Administration and Director of Investor Relations at Temple-Inland (1994-2007)
Reasons For Nomination
 • Accomplished businessperson and director with diverse experience in senior management, financial and legal matters

Age: 61
Director
since: 2020

Committees:
• Audit, Chair
• Talent and Compensation
Kevin M. Warren
Mr. Warren most recently served as Executive Vice President and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc. (UPS), a global package delivery, supply chain management and freight forwarding company.
Business Experience
Prior Public Directorships
 • Illinois Tool Works Inc., a global manufacturer of industrial products and equipment (2010-2021)
Prior Positions
 • Executive Vice President and Chief Marketing and Customer Experience Officer of UPS (2023-2024)
 • Executive Vice President and Chief Marketing Officer of UPS (2018-2023)
 • Executive Vice President & Chief Commercial Officer of Xerox Corporation, a global business services, technology and document management company (2017-2018)
 • President, Commercial Business Group, President, Industrial, Retail and Hospitality Business Group, President of Strategic Growth Initiatives, and other roles at Xerox (1984-2017)
Reasons For Nomination
 • Deep executive and commercial leadership experience including the growth and management of global brands
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Our Board of Directors
How We Are Selected, Elected and Evaluated

Age: 54
Director
since: 2023

Committees:
•  Audit
• Risk
Charlotte B. Yarkoni
Ms. Yarkoni has served as President of Commerce, Ecosystems, Cloud & AI of Microsoft Corporation, a global technology provider, since 2022, and previously served as Vice President and Chief Operating Officer, Cloud and AI of Microsoft from 2021 to 2022, and Vice President, Commerce and Ecosystems of Microsoft from 2016 to 2021.
Business Experience
Prior Positions
 • 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 who has held executive leadership roles at both public and privately held technology firms
 • Ms. Yarkoni was identified by a third-party search firm
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. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose.
Vote Required
Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. 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.
What We Look for in Directors
The nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, an ability to represent the long-term interests of shareholders, and sufficient time to devote to board activities.
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Our Board of Directors
How We Are Selected, Elected and Evaluated
The board expects that it will consist of directors who are best-in-class and include individuals of diverse gender, sexual orientation, race, ethnicity, nationality, cultural background and age. With respect to our nominees for election at the annual meeting, 60% are diverse in gender, race and/or ethnicity, including three women and four who are diverse in race and/or ethnicity. Further to our commitment to diversity and inclusion, our governance guidelines specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates.
How We Nominate Directors
The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee utilizes a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2025 Annual Meeting.”
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.
Input
Actions
• In 2023, we engaged a third party to interview our directors regarding individual director and board performance as well as perceived areas of opportunity for enhanced skills in connection with director recruiting efforts.

• In addition, in 2024, we conducted a written director survey regarding individual director and board performance and our lead independent director discussed 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 directors

 • Continuing outside expert presentations as part of the board's director education program

 • Enhancing our new director orientation program

 • Expanding or rotating the membership of certain board committees
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.
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Our Board of Directors
How We Are Organized
How We Are Organized
Our Independence
Our board of directors has determined that Henrique de Castro, Harry F. DiSimone, Lance M. Fritz, Ajei S. Gopal, Dylan G. Haggart, 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. Mr. Bisignano is not independent because he is a current employee of Fiserv. The term of service of Dylan Haggart, a current director, will expire at the 2024 annual meeting of shareholders.
Our Meetings and Attendance
During our fiscal year ended December 31, 2023, the board of directors held seven meetings. During 2023, each director attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on the board or such committees. Our directors meet in executive session without management present at each regular meeting of the board of directors.
Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2023 annual meeting of shareholders attended the meeting.
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.
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 board chair, 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 an independent lead director.
Chair and Lead Director Roles. Following our 2023 annual meeting of shareholders, our independent directors determined the best leadership structure was for Mr. Bisignano to continue to serve as chairman of the board supported by Mr. Simons as our independent lead director. This structure allows Mr. Bisignano to provide the board with consistency, stability, and focus, which is especially relevant in light of the appointment of three new independent directors within the past 12 months, while ensuring independent director engagement through our lead director and other strong governance practices. The board believes that Mr. Bisignano’s leadership style and decades of financial services technology expertise make him uniquely qualified to lead discussions of the board, foster an important unity of leadership between the board and management, and promote alignment of the company’s strategy with its operational execution.
Favorable Shareholder Feedback. The board also considers shareholder feedback when determining its leadership structure. Based on the results of the shareholder vote at the last annual meeting on combining the role of chair and chief executive officer, and the feedback we received during two rounds of shareholder engagement in 2023, the majority of shareholders supported the current, flexible framework.
Strong Governance and Robust Lead Director Duties. The board believes that our robust corporate governance practices, including a strong lead director role, independent leadership of all board committees, and consistent
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Our Board of Directors
How We Are Organized
board refreshment enables efficient independent oversight. As set forth in our governance guidelines, the lead director is elected by the non-employee directors and is responsible for, among other things, acting as the principal liaison between non-employee directors of the board and the chair of the board of directors, calling meetings of the non-employee directors, and presiding over executive sessions of the non-employee directors and providing feedback to the chair of the board regarding the same. In 2023, the board reviewed the independent lead director’s duties and updated the governance guidelines to add additional responsibilities related to the approval of board meeting agendas, schedules, and information provided to the board, and to engagement with shareholders.
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 available free of charge on our website at https://investors.fiserv.com/corporate-governance. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.”
Audit Committee
Mr. Warren (Chair)
Committee Rotation. In 2024, Mr. Fritz and Ms. Yarkoni were appointed to the committee and Mr. Simons 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. de Castro, DiSimone, Fritz and Warren and Ms. Yarkoni 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 64.
Mr. de Castro
Mr. DiSimone
Mr. Fritz
Ms. Yarkoni
Number of Meetings
held in 2023: 10
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Our Board of Directors
How We Are Organized
Nominating and Corporate Governance Committee
Ms. Miller (Chair)
Committee Rotation. In 2024, Mr. Fritz and Mr. Gopal were appointed to the committee and Mr. Warren 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 and oversees our ESG programs and practices.
Mr. Fritz
Mr. Gopal
Mr. Haggart
Ms. Mamilli
Mr. Simons
Number of Meetings
held in 2023: 7
Talent and Compensation Committee
Mr. Simons (Chair)
Committee Rotation. In 2024, Ms. Miller and Mr. Warren were appointed to the committee.

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, including with respect to diversity, equity and inclusion, talent engagement, and culture.

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 44.
Mr. de Castro
Mr. Haggart
Ms. Miller
Mr. Warren
Number of Meetings
held in 2023: 5
Risk Committee
Mr. DiSimone (Chair)
Committee Rotation. In 2024, Mr. Gopal and Ms. Yarkoni were appointed to the committee and Ms. Miller rotated to the talent and compensation 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 selected risk topics.
Mr. Gopal
Ms. Mamilli
Ms. Yarkoni
Number of Meetings
held in 2023: 6
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Our Board of Directors
How We Govern
How We Govern
The board of directors is responsible for providing advice and oversight of the strategic and operational direction of the company to support our and our shareholder’s long-term interests.
Strategic Oversight
Our board is responsible for reviewing management’s strategic and financial plans. The board also monitors corporate performance against those plans including overseeing operating results on a regular basis. At least quarterly, the chief executive officer, chief financial officer and other members of management provide detailed business and strategy updates to our board. At these reviews, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; our budget, capital allocation plan, and financial and operating performance; the competitive landscape; product and technology updates; and potential acquisitions, investments and partnerships. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies.
Risk Oversight
Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks 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 is independent and all four of our standing board committees are chaired by independent directors. In addition, our chairman, who is also our chief executive officer, has significant industry experience and in-depth knowledge of our company and is, therefore, able to efficiently bring issues to the attention of the board. Our chairman’s leadership is complemented by an independent lead director who has a robust set of responsibilities under our governance guidelines enabling him to provide an independent perspective on significant matters, including the management of risk.
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
Maintains primary oversight of strategic, operational, financial, succession and culture-related 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
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Our Board of Directors
How We Govern
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
Risk Committee
Reviews and discusses with management key risks, including cybersecurity, resiliency, technology, 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
Reviews with the board issues arising with respect to the performance of the risk management function
Periodically 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
Reviews and discusses with the chief risk officer whether the risk management function has the appropriate resources and authority to fulfill its responsibilities
Nominating and Corporate Governance Committee
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 ESG programs, policies, stakeholder engagement, and disclosures and reporting, including identifying, evaluating and monitoring ESG-related trends, opportunities and risks
Oversees our public policy activities and, at least annually, reviews our political contributions and expenditures and political expenditure policy
Talent and Compensation Committee
Oversees management of risks relating to our human capital strategy, including with respect to diversity, equity and inclusion, talent engagement – 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
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Our Board of Directors
How We Govern
Audit Committee
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, including the identification of 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
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 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 2023, Sam Lituchy and Peter Niotis, each an employee of the company and in-law of our chief executive officer, received base salary and cash incentive compensation of $355,500 and restricted stock units having a grant date fair value of $206,294 and base salary and cash incentive compensation of $154,358 and restricted stock units having a grant date fair value of $51,913, respectively. The employment of Mr. Niotis ended in November 2023. Both were also eligible to participate in our employee benefit plans generally available to other employees.
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Our Board of Directors
How We Are Paid
How We Are Paid
Objectives for Director Compensation
Qualified non-employee directors are critical to our success. We believe that the primary duties of non-employee directors are to effectively represent the long-term interests of our shareholders and to provide guidance to management. Our compensation program for non-employee directors is designed to meet several key objectives:
Compensate directors for the responsibilities 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
The talent and compensation committee of the board of directors reviews non-employee director compensation every other year and considers our financial and strategic performance, general market conditions and non-employee director compensation at the peer group companies set forth below under “Our Executive Pay – Compensation Discussion and Analysis – Determining and Structuring Compensation – Peer Group.”
Elements of 2023 Director Compensation
Our 2023 non-employee director compensation program is summarized below:
Element of Compensation
2023
Annual Equity Award
$210,000
Board Fee
100,000
Annual Lead Director Equity Award
75,000
Committee Fee
15,000
Committee Chair Fee
Nominating and Corporate Governance; Talent and Compensation
10,000
Audit; Risk
20,000
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 $210,000 by the closing price of our common stock on the grant date; and 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.
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.
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Our Board of Directors
How We Are Paid
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 $1,240,000, four times (4x) the sum of the standard annual board cash fee plus the value of the standard annual equity award. All non-employee directors are in compliance with our stock ownership policy.
Non-Employee Director Deferred Compensation Plan
We maintain a non-employee director deferred compensation plan that provides directors with flexibility in managing their compensation and promotes alignment with the interests of our shareholders. Each non-employee director may defer up to 100% of his or her cash fees, and based on his or her deferral election, the director is credited with a number of share units at the time he or she would have otherwise received the fees being deferred. Each non-employee director also may defer receipt of up to 100% of shares due upon vesting of restricted stock units. Based on his or her election, the director is credited with one share unit for the receipt of each such share that is deferred. Share units are equivalent to shares of our common stock but have no voting rights.
Upon cessation of service on the board, the director receives one share of our common stock for each share unit. Share units credited to a director’s account are considered awards granted under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan and count against that plan’s share reserve.
2023 Director Compensation
Name
Fees Earned or
Paid in Cash ($)(1)
Stock
Awards ($)(2)
Total ($)
Henrique de Castro(3)
130,000
210,056
340,056
Harry F. DiSimone(3)
150,000
210,056
360,056
Lance M. Fritz(4)
Ajei S. Gopal(4)
Dylan G. Haggart(3)
130,000
210,056
340,056
Wafaa Mamilli(3)
130,000
210,056
340,056
Heidi G. Miller(5)
140,000
210,056
350,056
Doyle R. Simons(6)
140,000
285,102
425,102
Kevin M. Warren(3)
150,000
210,056
360,056
Charlotte B. Yarkoni(7)
41,576
165,823
207,399
Former Directors
Alison Davis(8)
49,286
49,286
(1)
This column includes fees earned or paid in cash during 2023, including the following amounts that were deferred under our non-employee director deferred compensation plan: Mr. de Castro – $130,000; Mr. DiSimone – $150,000; Ms. Miller – $140,000; and Mr. Simons – $140,000.
(2)
We granted each non-employee director re-elected at our 2023 annual meeting of shareholders such number of restricted stock units determined by dividing $210,000 by $119.69, the closing price of our common stock on
May 17, 2023, the date of grant, rounded up to the next whole restricted stock unit. Accordingly, each non-employee director received 1,755 restricted stock units.

On that date, we also granted Mr. Simons, as our lead director, such number of restricted stock units determined by dividing $75,000 by $119.69, rounded up to the next whole restricted stock unit. Accordingly, Mr. Simons received an additional 627 restricted stock units.
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Our Board of Directors
How to Communicate with Us

All restricted stock units granted in 2023 vest 100% on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date.

The dollar amount shown in the table is the grant date fair value of the award. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 16 to our Consolidated Financial Statements for the year ended December 31, 2023.
(3)
As of December 31, 2023, each of Mr. de Castro, Mr. DiSimone, Mr. Haggart, Ms. Mamilli and Mr. Warren held 1,755 unvested restricted stock units.
(4)
Mr. Fritz and Mr. Gopal joined our board in 2024 and did not receive compensation in 2023.
(5)
As of December 31, 2023, Ms. Miller held 47,929 options to purchase shares of our common stock, all of which were vested, and 1,755 unvested restricted stock units.
(6)
As of December 31, 2023, Mr. Simons held 23,156 options to purchase shares of our common stock, all of which were vested, and 2,382 unvested restricted stock units.
(7)
Ms. Yarkoni joined the board on August 1, 2023, and we granted her 1,306 restricted stock units, representing a pro rata number based on the number of days between the date of her appointment and May 15, 2024, the anticipated date of the next annual meeting of shareholders, and using the closing price of our common stock on August 1, 2023, of $126.97. As of December 31, 2023, Ms. Yarkoni held 1,306 unvested restricted stock units.
(8)
Ms. Davis’ term as a director ended at the 2023 annual meeting of shareholders. As of December 31, 2023, Ms. Davis held 10,733 options to purchase shares of our common stock, all of which were vested, and no unvested restricted stock units.
How to Communicate with Us
Shareholders may communicate with our board of directors or individual directors by submitting communications in writing to us at 600 N. Vel R. Phillips Avenue, Milwaukee, WI, 53203, Attention: Eric C. Nelson, Secretary. Shareholders may also contact us by e-mail through our investor relations department at investor.relations@fiserv.com. Communications addressed to the board of directors or individual directors, other than business solicitations or similar communications, will be provided to our board of directors or individual directors, as applicable.
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Our Executive Pay
Proposal 2: Advisory Vote to Approve Executive Compensation
Background
We are conducting a non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, in accordance with Section 14A of the Exchange Act (commonly referred to as “Say-on-Pay”). Our shareholders previously expressed a preference that we hold Say-on-Pay votes on an annual basis, and our board of directors accordingly determined to hold Say-on-Pay votes every year until the next required advisory vote on the frequency of future Say-on-Pay votes.
Pay-for-Performance Philosophy and Key Compensation Actions for 2023
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.
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 cash incentive awards are based on financial performance objectives. Annual cash incentive awards to our named executive officers for 2023 were based on performance against established financial performance objectives.
We continue to use performance share units which comprise the majority of our CEO’s long-term incentives. To further align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders, 82% of Mr. Bisignano’s total compensation for 2023 was paid in equity, with 60% of the equity in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”). Our other executive officers also received a substantial majority of their compensation in equity, with 50% of the awards in the form of PSUs and 50% in form of RSUs.
Our PSUs have rigorous total shareholder return and financial performance goals. Shares subject to the PSUs 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.
Updated Clawback Policy. We adopted an enhanced compensation recoupment policy in compliance with new Securities and Exchange Commission rules and New York Stock Exchange listing standards, which contains recovery rights for financial restatements beyond the base requirements and in circumstances of employee misconduct or noncompliance.
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Our Executive Pay
Proposal 2: Advisory Vote to Approve Executive Compensation
Our Policies
We have a stock ownership policy that requires our chief executive officer to maintain a level of stock ownership equal to 12x his base salary and named executive officers to own 4x their base salary.
We prohibit hedging and pledging of stock by named executive officers.
We maintain a compensation “clawback” policy.
We encourage shareholders to review the “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under the heading “Executive Compensation.”
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. We were pleased that our executive compensation program was supported by shareholders at the 2023 annual meeting with 93% 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 2022 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 2023 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.
For
The board of directors recommends that you vote “For” Proposal 2.
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Our Executive Pay
Compensation Discussion and Analysis
Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis addresses compensation for our named executive officers for 2023.
Named Executive Officer
Title
Frank J. Bisignano
Chairman of the Board, President and Chief Executive Officer
Guy Chiarello
Chief Operating Officer
Robert W. Hau
Chief Financial Officer
Suzan Kereere(1)
Executive Vice President, Head of Global Business Solutions
Adam L. Rosman
Chief Administrative Officer and Chief Legal Officer
(1)
Ms. Kereere served as our Executive Vice President, Head of Global Business Solutions through December 31, 2023. We sometimes refer to our named executive officers, other than Ms. Kereere, as our continuing named executive officers.
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.
2023 Performance Highlights
GAAP revenue growth of 8% and organic revenue growth of 12% compared to 2022
GAAP diluted earnings per share of $4.98 and adjusted earnings per share of $7.52, representing a 27% increase in GAAP diluted earnings per share and a 16% increase in adjusted earnings per share, in each case, compared to 2022
GAAP operating margin of 26.3% compared to 21.1% in 2022; and adjusted operating margin of 37.3% compared to 35.1% in 2022
Our 1-year total shareholder return for 2023 was 31.4%, better than 79% of our peer group
In 2023, we also continued our disciplined approach to capital deployment which included share repurchases and acquisitions. Named executive officer compensation for 2023 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, free cash flow 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 2023, we conducted two rounds of 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 collectively owning approximately 45% of our shares. The chair of our talent and compensation committee, who is also our lead director, participated in several of these meetings. Feedback received from these discussions has helped inform enhancements to our governance, executive compensation, and corporate responsibility programs and disclosures.
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Compensation Discussion and Analysis
In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance. Shareholders also expressed that performance share units should continue to be a significant component of the company’s compensation program. We continued to align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders. Mr. Bisignano’s total compensation for 2023 was paid primarily in the form of equity awards (82%), with 60% of the awards in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”). Our other executive officers also received the significant majority of their incentive compensation in the form of equity, with 50% of their awards in the form of PSUs and 50% in the form of RSUs. 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, 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.
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Our Executive Pay
Compensation Discussion and Analysis
2023 Compensation
The compensation paid to or earned by our named executive officers for 2023 performance is shown below. Incentive compensation includes annual cash and long-term equity incentive awards. Annual cash incentive awards for 2023 were determined based on the achievement of performance goals established by the talent and compensation committee at the beginning of 2023. Long-term equity incentive awards include performance share unit and restricted stock unit awards and were awarded based on, among other factors, financial performance, strategic progress, and total shareholder return.
The graphs and table in this section reflect the talent and compensation committee’s decisions for 2023 and supplement, but are not a substitute for, the information in the Summary Compensation Table on page 45, which is presented in accordance with the rules of the Securities and Exchange Commission. The primary difference between the table below and the Summary Compensation Table is how equity awards are reported. The table below includes equity awards granted in 2024 for performance in 2023, whereas the Summary Compensation Table reflects, in accordance with applicable SEC rules, all equity granted in 2023. We discuss each of the compensation elements for 2023 performance below under the heading “2023 Named Executive Officer Compensation.”


 
Base
Salary(1)
Annual Cash
Incentive
Award(2)
Performance
Share
Units(3)
Restricted
Stock
Units(3)
Total
F. Bisignano
$  1,400,000
$  3,000,000
$  12,360,000
$  8,240,000
$  25,000,000
G. Chiarello
1,000,000
1,560,000
3,832,500
3,832,500
10,225,000
R. Hau
718,750
900,000
2,675,000
2,675,000
6,968,750
S. Kereere(4)
900,000
900,000
A. Rosman
600,000
696,000
1,602,000
1,602,000
4,500,000
(1)
Amounts represent the base salary paid during 2023. Mr. Hau’s base salary increased from $625,000 to $750,000 effective April 1, 2023.
(2)
Amounts represent the amount of cash incentive earned in 2023 and paid in 2024.
(3)
Amounts represent the dollar amount of equity awards approved by the compensation committee in February 2024. The number of restricted stock units issued is equal to the approved dollar amount divided by the closing price on the grant date; the number of performance share units issued is equal to the approved dollar amount (at target) divided by the average closing price of the five trading days leading up to and including
the grant date fair value of these awards and will be
reported in the Summary Compensation Table in the proxy statement for our 2025 annual meeting in accordance with applicable Securities and Exchange Commission rules. The performance share units have a three-year performance period ending December 31, 2026, and the value realized at the end of the performance period will depend on our achievement of relative total shareholder return, organic revenue growth and adjusted earnings per share and will range from 0% to 200% of the target award. One-third of the restricted stock units vest on each anniversary of the grant date.
(4)
Suzan Kereere resigned as of December 31, 2023 and therefore was ineligible for incentive compensation.
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Our Executive Pay
Compensation Discussion and Analysis
Executive Compensation Practices
Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. Our talent and compensation committee seeks to structure compensation that incentivizes our leaders to strive for market-leading performance, which we expect will translate into long-term value for our shareholders, and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.
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. For 2023, half of the equity granted to our executive officers, and 60% of the equity granted to our chief
executive officer, was in the form of performance share units.
  Performance Metrics. Annual cash incentive payments are based on formulaic and quantitative financial performance objectives established by the talent and compensation committee at the beginning of each year.
  Rigorous Total Shareholder Return Goal. Forty percent (40%) of the performance share units granted as 2023 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. In 2023, we adopted an enhanced compensation recoupment, or “clawback,” policy to comply with new Securities and Exchange Commission rules and New York Stock Exchange listing standards. In addition to the mandatory recoupment, the policy permits recoupment for restatements of any operating or financial results and in the event of certain employee misconduct.
What We Don’t Do
  No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock.
  No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers.
  No Gross-Ups. We do not have tax gross-up arrangements with any of our executive officers.
  Calculation of Share Ownership. Unvested stock options and performance share units do not count toward meeting our stock ownership requirements.
  No Change of Control Agreements. We have a severance policy for our executive officers and, other than our employment agreement with our chief executive officer, no executive officers have employment or other agreements with us.
  No Option Repricing. Our equity plan prohibits the repricing or backdating of stock options and the cancellation of underwater stock options in exchange for a cash payment or the issuance of other securities by us to the award holder.
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Our Executive Pay
Compensation Discussion and Analysis
Determining and Structuring Compensation
Compensation Philosophy and Objectives
The goal of our executive compensation program is the same as our goal for operating our company: to create long-term value for our shareholders and clients. To this end, we design our compensation program to incentivize and reward our executive officers for sustained financial, operating, and strategic performance, to align their interests with those of our shareholders, and to encourage them to remain with the company for long and productive careers. Our talent and compensation committee also seeks to structure compensation that is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.
Shareholder Advisory Votes on Named Executive Officer Compensation
At our 2023 annual meeting, our shareholders approved, by approximately 93% of the votes cast, the compensation of the named executive officers in our 2023 proxy statement. Our talent and compensation committee considered the results of the advisory vote in designing our executive compensation program and determining the amount paid to our named executive officers for performance in 2023. The committee intends to continue to consider the results of shareholder advisory votes about our named executive officer compensation.
In addition, at our 2023 annual meeting, our shareholders voted in favor of holding the shareholder advisory vote on our named executive officer compensation every year. After taking the results of the vote into consideration, our board of directors resolved to include in our proxy materials an advisory vote on the compensation of our named executive officers every year until the next required vote on the frequency of shareholder advisory votes on the compensation of named executive officers.
Components of Compensation
The principal elements of compensation that we provide to our named executive officers are base salary, annual cash incentive awards and long-term equity incentive awards. We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility in the company and thus have a more direct impact on company results. We intend to structure the target compensation of executive officers so that they receive a significant portion of their compensation in the form of equity to further align our executive officers’ interests with those of our shareholders.
Type
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 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
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Compensation Discussion and Analysis
Type
Element
Description
Purpose
Long-Term Compensation
Performance Share Units
• Equity grants for which the number of shares issued at vesting 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
When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.
Determining Compensation
The Talent and Compensation Committee’s Role
The talent and compensation committee of the board of directors is responsible for, among other things:
Approving executive officer compensation including the design and related performance goals specific to short- and long-term incentive awards relevant to their compensation
Approving compensation programs and plans in which our executive officers participate
Discharging administrator responsibilities conferred to the committee by our equity incentive plans
Approving severance or similar termination payments to executive officers
With respect to executive officers, at the beginning of each year, the talent and compensation committee approves cash incentive payments and equity awards, sets base salaries and approves cash incentive and performance share unit goals and targets.
Management’s Role
Our chief executive officer annually completes a self-appraisal of his performance. For 2023, his appraisal focused on financial and strategic results, team culture and talent development, control environment, and leadership succession. The appraisal is provided to all directors, who each provide their perspective with respect to chief executive officer performance to the chair of the nominating and corporate governance committee. Director input is then compiled and shared with the full board. The talent and compensation committee considers the annual review and director feedback when determining compensation. Our chief executive officer does not attend the portion of any talent and compensation committee meeting during which the committee deliberates on matters related specifically to his compensation. Management compiles market data and information to make recommendations to the talent and compensation committee regarding compensation matters. In addition, our chief executive officer makes recommendations to the talent and compensation committee concerning the compensation of executive officers other than himself.
Consultant’s Role
The talent and compensation committee engaged Pay Governance, LLC (“Pay Governance”) as the compensation consultant for 2023. The consultant advised the committee regarding director and executive officer compensation and was also engaged to assist the committee in its evaluation of changes to the compensation peer group and the compensation recoupment policy. Pay Governance provided the company with market compensation data and analysis, assistance with tally sheet calculations and assistance with certain proxy statement-related calculations.
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Our Executive Pay
Compensation Discussion and Analysis
Management used the market data provided by Pay Governance as one point of consideration in formulating recommendations to the committee regarding compensation matters, and the committee used such data as a reference in assessing chief executive officer compensation. The committee reviewed Pay Governance’s work and its policies and procedures regarding independence and concluded that Pay Governance was able to provide independent advice regarding executive compensation matters during its engagement.
Peer Group
In setting compensation levels for our executive officers, the talent and compensation committee considers, among other things, the compensation of similarly situated executives at companies in our peer group by reviewing publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the talent and compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position.
The peer group the talent and compensation committee considered for 2023 compensation is set forth below:
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
S&P Global Inc.
Fidelity National Information Services, Inc.
The Bank of New York Mellon Corporation
Global Payments Inc.
Visa Inc.
Intuit Inc.
 
We believe our peer group includes companies that compete with us for talent; directly compete with us in our primary businesses; have similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and are of similar size based primarily on annual revenue and market capitalization.
2023 Named Executive Officer Compensation
Base Salaries
The talent and compensation committee increased the annual base salary of Mr. Bisignano for 2023 to $1,400,000 from a base salary of $1,320,000 in 2022 in connection with his entry into a new employment agreement based on current market for a CEO of a company of our size within our industry. The talent and compensation committee also increased the annual base salary of Mr. Hau for 2023 to $750,000 from a base salary of $625,000 in 2022 to align his base salary to executive officers at peer group companies having a similar scope of responsibility. The talent and compensation committee did not increase the base salaries of any other named executive officers for 2023.
Annual Cash Incentive Awards
At the beginning of 2023, the talent and compensation committee set quantitative corporate performance objectives for annual cash incentive awards based on two financial measures – adjusted revenue for incentive compensation, which we refer to in this section as adjusted revenue, and adjusted operating income. The committee selected
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Our Executive Pay
Compensation Discussion and Analysis
adjusted revenue because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of our Output Solutions postage reimbursements, deferred revenue purchase accounting adjustments and acquired revenue. The committee also considers adjusted operating income as both a key performance objective and a primary indicator of profitability and free cash flow growth. For 2023, the committee set the performance goals for adjusted revenue and adjusted operating income such that it believed that it would be reasonably unlikely that the top end of the range would be achieved but it would be reasonably likely that the target could be achieved. A discussion of how adjusted revenue for incentive compensation and adjusted operating income is calculated from GAAP revenue is provided in Appendix A to this proxy statement.
The performance objectives, weighting, and threshold, target, maximum and actual amounts for our named executive officers for 2023 were as follows:
Performance Objective (in millions) and Weighting
Threshold
Target
Maximum
Actual
Adjusted Revenue for Incentive Compensation (50%)
$  17,443
$  17,775
$ 18,282  or  more
$ 18,039
Adjusted Operating Income (50%)
$6,400
$6,550
$6,700  or  more
$6,729
The threshold, target and maximum potential payouts for each of our named executive officers were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation.
Actual achievement of the adjusted revenue for incentive compensation and adjusted operating income goals would have resulted in a payment level of 176.1%. However, in light of the positive impact that certain unanticipated business conditions had on our results, including the positive impact that higher interest rates and inflation had on revenue in certain of our businesses, the committee elected to pay the annual cash incentive awards for 2023 at a 120% achievement level, as follows:
 
Threshold
Target
Maximum
Actual
F. Bisignano
$ 1,250,000
$ 2,500,000
$​ 5,000,000
$ 3,000,000
G. Chiarello
650,000
1,300,000
   2,600,000
1,560,000
R. Hau
375,000
750,000
1,500,000
900,000
S. Kereere
410,000
820,000
1,640,000
A. Rosman
290,000
580,000
1,160,000
696,000
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Our Executive Pay
Compensation Discussion and Analysis
Long-Term Incentive Awards
Awards Granted in 2024
In February 2024, we granted annual equity awards to our continuing named executive officers based on the level of each executive officer’s responsibilities and the talent and compensation committee’s judgment of each executive’s performance in 2023 with respect to strategic impact, execution of our commitment to provide innovative solutions for our clients, talent development, risk management, and, other than with respect to his own awards, the recommendation of our chief executive officer. The talent and compensation committee also considered the company’s strong financial results and total shareholder return in 2023.
The annual equity mix awarded by the talent and compensation committee to each of our named executive officers is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. Half of the equity granted to our named executive officers during the annual grant cycle in each of 2023 and 2024 was in the form of performance share units with a three-year performance period except in the case of Mr. Bisignano, who received 60% performance share units and 40% restricted stock units. The number and approved value of the equity incentive awards made to our continuing named executive officers in February 2024 for 2023 performance were as follows.
 
Performance Share Units
Restricted Stock Units
 
Approved by
Talent and
Compensation
Committee ($)
Units (#)
Approved by
Talent and
Compensation
Committee ($)
Units (#)
F. Bisignano
12,360,000
83,899
8,240,000
55,812
G. Chiarello
3,832,500
26,015
3,832,500
25,959
R. Hau
2,675,000
18,158
2,675,000
18,119
A. Rosman
1,602,000
10,875
1,602,000
10,851
The number of performance share units granted was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the committee by the closing price of our common stock on the grant date. Please see “Equity Incentive Awards – Terms of Performance Share Units” below for more information regarding the performance goals and weightings applicable to the performance share units. These equity incentive awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2025 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules.
Awards Granted in 2023
The annual equity incentive awards made to our named executive officers in 2023 for performance in 2022 were based on the factors described above. These awards are reflected below and in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules.
 
Performance Share Units
Restricted Stock Units
 
Units (#)
Grant Date
Fair Value ($)
Units (#)
Grant Date
Fair Value ($)
F. Bisignano
100,135
12,929,832
67,994
7,690,121
G. Chiarello
33,112
4,275,683
33,726
3,814,411
R. Hau
19,333
2,496,354
19,692
2,227,165
S. Kereere
17,767
2,294,146
18,096
2,046,658
A. Rosman
9,497
1,226,291
9,673
1,094,016
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Our Executive Pay
Compensation Discussion and Analysis
Terms of Performance Share Units
The performance share units granted in each of 2022, 2023 and 2024 to our named executive officers have a three-year performance period ending December 31, 2024, 2025 and 2026, respectively. We refer to the performance share units granted in 2022 as the “2022 PSUs,” those granted in 2023 as the “2023 PSUs,” and those granted in 2024 as the “2024 PSUs.”
Performance Metrics and Weighting
Performance Metrics – 2022 PSUs
Weighting
Relative total shareholder return
30%
Organic revenue growth
30%
Adjusted operating income
25%
Adjusted earnings per share
15%
Performance Metrics – 2023 PSUs / 2024 PSUs
Weighting
Relative total shareholder return
40%
Organic revenue growth
40%
Adjusted earnings per share
20%
Performance Metrics Description and Analysis
Performance Metrics
Description and Analysis
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
Organic revenue growth
The long-term value of our enterprise is linked to our ability to grow revenue without regard to acquisitions and the impact of foreign currency fluctuations
Adjusted operating income
Adjusted operating income is an indicator of profitability and free cash flow growth
Adjusted earnings per share
An increase in adjusted earnings per share can drive an increase in shareholder value
Total Shareholder Return
The company’s relative total shareholder return will be assessed by the talent and compensation committee based on the percentile rank of the company over the three-year performance period relative to the total shareholder return of the companies in the S&P 500 Index as of the first day of the three-year performance period applicable to each award. We require relative total shareholder return performance above the median level for the applicable portion of the performance share units to vest at target. If the company’s total shareholder return for the three-year performance period is negative on an absolute basis, the performance multiplier is capped at 100%.
The performance multipliers to be applied to the target number of shares issuable based on relative total shareholder return at the threshold, target and maximum achievement levels are as follows:
 
Three-Year Company TSR Relative Ranking
Performance Multiplier
Maximum
90th percentile or greater
200%
Target
55th percentile
100%
Threshold
30th percentile
50%
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Our Executive Pay
Compensation Discussion and Analysis
Annual Performance Goals
Each of organic revenue growth, adjusted operating income and adjusted earnings per share, as applicable, is measured separately for each fiscal year in the three-year performance period, and the talent and compensation committee determines separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned based on each metric.
Performance Goals for 2022
In 2022, the talent and compensation committee established the achievement levels as follows:
2022 PSUs
Organic Revenue Growth
(30% Weighting)
Adjusted Operating Income
(25% Weighting) (in millions)
Adjusted Earnings Per
Share (15% Weighting)
Performance
Multiplier
Maximum
11%
$6,151
$6.70
200%
Target
9%
$5,966
$6.48
100%
Threshold
7%
$5,773
$6.25
50%
Performance Goals for 2023
In 2023, the talent and compensation committee established the achievement levels as follows:
2022 PSUs
Organic Revenue Growth
(30% Weighting)
Adjusted Operating Income
(25% Weighting) (in millions)
Adjusted Earnings Per
Share (15% Weighting)
Performance
Multiplier
Maximum
11%
$6,700
$7.55
200%
Target
8%
$6,550
$7.35
100%
Threshold
5%
$6,400
$7.15
50%
2023 / 2024 PSUs
Organic Revenue Growth
(40% Weighting)
Adjusted Earnings Per
Share (20% Weighting)
Performance
Multiplier
Maximum
11%
$7.55
200%
Target
8%
$7.35
100%
Threshold
5%
$7.15
50%
Performance Goals for 2024
In 2024, the talent and compensation committee established the achievement levels as follows:
2022 PSUs
Organic Revenue Growth
(30% Weighting)
Adjusted Operating Income
(25% Weighting) (in millions)
Adjusted Earnings Per
Share (15% Weighting)
Performance
Multiplier
Maximum
19%
$7,725
$9.00
200%
Target
16%
$7,450
$8.63
100%
Threshold
13%
$7,200
$8.30
50%
2023 / 2024 PSUs
Organic Revenue Growth
(40% Weighting)
Adjusted Earnings Per
Share (20% Weighting)
Performance
Multiplier
Maximum
19%
$9.00
200%
Target
16%
$8.63
100%
Threshold
13%
$8.30
50%
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TABLE OF CONTENTS

Our Executive Pay
Compensation Discussion and Analysis
The committee established the threshold, target and maximum achievement levels for each metric for 2024, in the case of the 2022, 2023 and 2024 PSUs; for 2025, in the case of the 2023 and 2024 PSUs; and 2026, in the case of the 2024 PSUs.
2021 Performance Share Units
The performance share units granted in 2021, with a three-year performance period ended on December 31, 2023, vested at 140.3% of the target award level based on organic revenue growth of 190% of target (30% weighting), average adjusted operating income growth of 142% of target (25% weighting), average adjusted earnings per share growth of 163% of target (15% weighting), in each case, over the three-year period ended December 31, 2023, as well as our total shareholder return versus the S&P 500 Index over the three-year period of 77% of target (30% weighting). Upon vesting and subject to required tax withholding, Messrs. Bisignano, Chiarello and Hau received 108,423, 26,996, and 18,155 shares of our common stock, respectively, with delivery made following the certification of these performance goals by the talent and compensation committee on January 29, 2024.
Other Elements of Compensation
Post-Employment Benefits
We provide severance and change of control protections to our named executive officers through a severance policy and agreements which are discussed below under the heading “Agreements with Executive Officers.” Under our severance policy, the cash severance payment upon a termination without cause is equal to 1.5 times base salary plus the target cash incentive award for the year of termination. In addition, all restricted stock units and stock options and the performance share units are subject to double trigger vesting following a change of control.
Perquisites
Under Mr. Bisignano’s employment agreement, he is entitled to reasonable use of our company aircraft for personal travel and company-provided car and driver as well as financial planning assistance. More information regarding perquisites provided to our named executive officers is available in footnote 5 to the Summary Compensation Table below.
Health and Welfare Benefits
We provide subsidized health and welfare benefits to our named executive officers, which include medical, dental, life insurance, disability insurance and paid time off on the same terms generally available to all salaried employees, subject to limitations under applicable law. Our named executive officers, however, were not eligible in 2023 for company matching contributions under our 401(k) savings plan, company contributions to health savings accounts or participation in the employee stock purchase plan. We do not provide a separate pension program or a supplemental executive retirement plan.
Non-Qualified Deferred Compensation Plan
Our named executive officers, along with other highly compensated employees, are eligible to participate in a non-qualified deferred compensation plan pursuant to which they can defer up to 75% of base salary, commissions and/or any cash payment earned pursuant to one of our written incentive plans. Participants must make a deferral election each year and may elect to have distributions begin on a specified date or following cessation of service, upon death or in connection with a change of control. Distributions are generally made in a lump sum or in up to 15 annual installments. Accounts are credited with earnings based on each participant’s selection among investment choices that are similar to those available under our 401(k) savings plan. Investment allocations may be changed at any time by the participant. We do not make any contributions to this plan. None of our continuing named executive officers participated in our non-qualified deferred compensation plan during 2023. Please see the table included in “Compensation Discussion and Analysis – Non-Qualified Deferred Compensation in 2023” for additional information about our non-qualified deferred compensation.
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Our Executive Pay
Compensation Discussion and Analysis
Additional Compensation Policies
Securities Trading Policy; Prohibition on Hedging and Pledging
We prohibit our executive officers from trading in or making gifts of our common stock during certain periods at the end of each quarter until the day after the first full trading day after we disclose our financial and operating results unless such trading occurs under an approved Rule 10b5-1 plan. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we require pre-clearance of all stock transactions by designated senior members of management and our board of directors, including the establishment of a Rule 10b5-1 trading plan, and impose a statutory waiting period after entering into a Rule 105b-1 trading plan.
We also prohibit our employees, officers and directors from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the value of our common stock granted to, or held directly or indirectly by, our employees, officers and directors, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Our employees, officers and directors are also prohibited from engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock.
Stock Ownership
We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our executive officers to own equity having a value of at least the following:
Role
Stock Ownership Requirement
Chief Executive Officer
12x annual base salary
Other Executive Officers
4x annual base salary
We believe that these levels are sufficiently rigorous to demonstrate a commitment to long-term value creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. In assessing our officers’ compliance with stock ownership requirements, we do not count unvested stock options or performance share units. All named executive officers are in compliance with these requirements.
Compensation Recoupment Policy
In 2023, as a result of changes to applicable law and stock exchange listing rules, we adopted a new compensation recoupment policy. Under this policy, in the event of a qualifying accounting restatement of financial results, we must seek recovery of any erroneously awarded incentive-based compensation that was received by a covered officer during the three completed fiscal years immediately preceding the date on which we are required to prepare the accounting restatement. Recovery is mandatory other than where the direct expense of recovery exceeds the amount to be recovered, where recovery is not permitted by certain home country law or where recovery would likely disqualify a tax-qualified plan.
In the discretion of the board of directors, we may also seek to recover:
in the case of any restatement of operating or financial results, the excess amount of any incentive 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 to culpable individuals.
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Our Executive Pay
Compensation Discussion and Analysis
To the extent recoupment is sought, we may, in our discretion, seek to recover interest on amounts recovered and costs of collection, and we have the right to offset the repayment amount from any compensation owed by us to any the affected individual. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for administering the policy. Indemnification of individuals subject to the new policy against the loss of amounts subject to the policy is not permitted under the policy.
Equity Award Grant Practices
The talent and compensation committee approves annual equity awards to the company’s executive officers, including all named executive officers, in the early part of each year. The committee also delegates authority to our chief executive officer and chief financial officer to approve annual equity awards to employees who are not executive officers from an equity award pool approved by the committee for this purpose. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the talent and compensation committee delegates authority to our chief executive officer and chief financial officer to enable either of them to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the talent and compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”), the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the New York Stock Exchange on the grant date.
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to covered employees, which group typically includes our named executive officers. The talent and compensation committee may establish compensation arrangements that otherwise may not be fully tax deductible under applicable tax laws if it believes such compensation arrangements will further the objectives of our executive compensation program.
Agreements with Executive Officers
Executive Severance and Change of Control Policy
The Fiserv, Inc. Executive Severance and Change of Control Policy (the “Policy”) provides for the payment of cash severance and certain other benefits to members of the company’s management committee including our named executive officers. All restricted stock units, stock options and performance share units are subject to double trigger vesting following a change of control. A complete discussion of the terms of the Policy, together with an estimate of the amounts potentially payable under the Policy, appears below under the heading “Executive Compensation –Potential Payments Upon Termination or Change of Control.”
Bisignano Employment Agreement
On December 21, 2022, we entered into an employment agreement with Mr. Bisignano, which provides that Mr. Bisignano will serve as our president and chief executive officer until December 21, 2027, and, subject to election by our shareholders, as a director during the specified period. The agreement will automatically renew for one-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement. Under his employment agreement, Mr. Bisignano is entitled to receive: an annual salary of at least $1,400,000 beginning in 2023; an annual cash incentive opportunity with a target payout of at least $2,500,000; annual long-term equity awards as determined by our board or talent and compensation committee; reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and employee, welfare, retirement and other benefits as are generally made available to our executive officers. In the event of a conflict between his employment agreement and the terms of an equity award agreement, the employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Bisignano’s employment agreement resulted from an arm’s-length negotiation, after discussions with our compensation consultant, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry.
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TABLE OF CONTENTS

Our Executive Pay
Compensation Committee Report
Other Agreements
Pursuant to her sign-on agreement, Ms. Kereere was entitled to receive: a base salary of $900,000; a total annual incentive opportunity of $4,100,000; reimbursement of relocation expenses; and income tax equalization assistance and payments in the U.S. and the United Kingdom not covered by her former employer until December 31, 2023, so that she would pay no more income tax than she would have as a U.S. taxpayer and provided she remains employed by us during this period. Ms. Kereere’s sign-on agreement resulted from arm’s-length negotiations, and, as a result, we believe the terms reflected market terms for a leader of a company of our size in our industry. Ms. Kereere’s employment agreement terminated on December 31, 2023, upon her resignation from the company.
Compensation Committee Report
The talent and compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2023.
Doyle Simons
Henrique De Castro
Dylan Haggart
Heidi Miller
Kevin Warren
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, there were no talent and compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the talent and compensation committee was a current or former officer or employee.
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OUR EXECUTIVE PAY
Executive Compensation
Executive Compensation
In February 2023, to further align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for our shareholders, the talent and compensation committee determined that the annual incentive award earned in 2022 should be settled with equity award grants rather than the payment of cash. To enhance the comparability of the compensation shown in the table below, footnote 3 to the Summary Compensation Table reflects how 2022 compensation would be presented if the annual incentive had been paid in cash consistent with the other periods in the table.
Summary Compensation Table
The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer, and our next three highest paid executive officers (collectively, our “named executive officers”) for the year ended December 31, 2023.
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards(1)(2)(3)
($)
Option
Awards(1)
($)
Non-Equity
Incentive Plan
Compensation(4)
($)
All Other
Compensation(5)
($)
Total(3)
($)
Frank J. Bisignano
Chairman of the Board,
President and Chief
Executive Officer
2023
1,400,000
23,252,867
3,000,000
290,891
27,943,757
2022
1,320,000
16,210,972
(3)
291,588
17,822,560
2021
1,320,000
16,120,519
2,683,000
261,689
20,385,208
Guy Chiarello
Chief Operating Officer
2023
1,000,000
9,782,811
1,560,000
12,342,811
2022
1,000,000
7,598,851
(3)
8,598,851
2021
1,000,000
6,030,290
1,725,000
8,755,290
Robert W. Hau
Chief Financial Officer
2023
718,750
5,700,058
900,000
7,318,808
2022
625,000
4,052,789
(3)
4,677,789
2021
625,000
4,055,539
1,000,000
5,680,539
Suzan Kereere(6)
EVP, Head of Global Business Solutions
2023
900,000
5,408,484
68,583
6,377,067
2022
900,000
3,140,905
(3)
58,914
4,099,819
2021
460,227
3,000,000
2,000,081
1,000,006
1,500,000
931,064
8,891,378
Adam L. Rosman
Chief Administrative
Officer and Chief Legal
Officer
2023