Fidelity National Information Services, Inc DEF 14A, filed Apr 14, 2023

About this DEF 14A

Fidelity National Information Services, Inc. (FIS)

DEF 14A 2023-04-14

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Added on June 12, 2026

Members

(As of March 31, 2023)

2022 Attendance

Brian T. Shea

Lee Adrean*

Ellen R. Alemany

Lisa A. Hook

Kenneth T. Lamneck

Louise M. Parent

Fidelity National Information Services, Inc filed this DEF 14A on April 14, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


FOR THE FOLLOWING PURPOSES: You will be asked to consider four proposals at the annual meeting. ₁ to elect the twelve (12) members of the Board of Directors named in the proxy statement to serve until the 2024 annual meeting of shareholders;				All shareholders are cordially invited to attend the meeting. Whether or not you plan to attend the annual meeting, please read these proxy materials and cast your vote on the matters that will be presented at the meeting. You may vote your shares through the internet, by telephone, or by mailing the enclosed proxy card. Voting instructions are described under the question “How do I vote?” on page 126 of the proxy statement. Sincerely, Charles H. Keller Corporate Secretary
₂ to approve, on an advisory and non-binding basis, the compensation of our named executive officers;
₃ to approve, on an advisory and non-binding basis, the preferred frequency of shareholder advisory votes on executive compensation; and
₄ to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023.
The Board of Directors has set March 31, 2023 as the record date for the meeting. This means that owners of Fidelity National Information Services, Inc. common stock at the close of business on that date are entitled to: • receive notice of the meeting; and • vote at the meeting and any adjournments or postponements of the meeting.


BOARD EXPERTISE AND EXPERIENCE*

12	Public Company Board Experience	9	Banking or Financial Services Experience	10	Technology

12	Global Business Experience	10	Government & Regulatory	6	Sustainability

13	Mergers & Acquisitions	12	Financial Expertise	11	Human Capital Management

8	Current or Former Relevant CEO Experience	10	Enterprise Risk Management Information Security
*Includes Directors as of March 31, 2023, including Jeffrey Stiefler. Mr. Stiefler is not standing for re-election in accordance with the Company’s mandatory retirement age policy and will retire from the Board at the end of his term on May 24, 2023.



Topic		Practice

Shareholder Accountability		• Annual election of directors with majority standard for uncontested elections • Majority vote standard for charter and bylaw amendments • Annual say-on-pay vote

Board Refreshment and Diversity		• 8 out of 12 directors standing for election were appointed in the last five years • Robust director succession planning with focus on Board candidates with diverse experience, skills, background, ethnicity and gender • Regular rotation of Board committee assignments

Director Independence and Commitment		• Independent Board Chair • Board committees comprised entirely of independent directors • Directors required to seek approval prior to joining any additional for-profit company Board or audit committee, whether public or private • 2022 Board and committee meeting attendance greater than 97% (out of a total of 16 board meetings and 25 committee meetings)

Executive Sessions		• Independent directors meet regularly without management

Shareholder Rights		• One class of capital stock, with one vote per share • Proxy access

Environmental, Social and Governance (ESG)		• Board-level oversight of ESG through the Corporate Governance, Nominating and Sustainability Committee

Succession Planning		• Robust CEO and executive leadership succession planning

Executive and Non-Employee Director Stock Ownership		• Robust stock ownership guidelines for executives and directors • All executives and directors own FIS stock or restricted stock units

Board Self-Evaluations		• Annual Board and committee self-evaluations facilitated by an outside consultant • Comprehensive new Director onboarding program • Formalized Director continuing education program

Shareholder Engagement		• Formal annual Board-led shareholder engagement program with director participation, overseen by the Corporate Governance, Nominating and Sustainability Committee

Risk Oversight		• Regular review of the Company’s risk profile, including risks associated with cybersecurity, human capital management, climate change and sustainability • Risk and Technology Committee oversees Enterprise Risk Management (ERM) • Independent limited assurance review of ESG matters


DIRECTOR DIVERSITY, TENURE, AND AGE*

Gender & Ethnic Diversity 45% Diverse Ethnically Diverse Women Tenure 5Yrs Average tenure < 5 years 5 - 10 years 10+ years Committee Leadership 2 of 4 Key Board Committees chaired by women Age Average age 66Yrs 55 - 65 years 66 - 70 years 71+ years


Executive Compensation		In January 2023, the Compensation Committee approved changes to the Company’s long-term incentive program by changing the performance metric for performance stock units (PSUs) granted in 2023 to relative Total Shareholder Return (“TSR”) over a 3-year performance period, while also adding premium-priced stock options to the program mix. These changes were made in order to further align our executive compensation programs with long-term shareholder interests.

CEO Succession and Board Leadership		Following the culmination of a thoughtful succession planning strategy and after extensive consideration of the alternatives and shareholder feedback, the Board determined to implement an independent Board Chairman structure. Gary Norcross departed FIS as Chief Executive Officer, Chairman of the Board and as a member of the Board effective December 16, 2022. Stephanie L. Ferris was appointed Chief Executive Officer and Jeffrey A. Goldstein was appointed Independent Chairman of the Board effective December 16, 2022.

Shareholder Value Creation		Based on input from shareholders and based on a comprehensive assessment of our strategy, operations and structure completed by the Board of Directors, the Board approved an Enterprise Transformation Program with $1.25 billion of expected cash savings by year end 2024 (prior to the effects of the proposed spin-off) and announced a tax-free spin-off of its Merchant Solutions business to be completed by early 2024.

Board Refreshment		In October 2022, Ms. Ferris was appointed to our Board of Directors. In January 2023, the Board also appointed two new independent directors.

ESG Goal-Setting		In response to shareholder inquiries about the Company’s ESG targets and the impact of the recent ESG regulations, we maintain our commitment to address material ESG topics and plan to report our progress in the fiscal year 2022 Global Sustainability Report.


Annual Incentive Program		• No payout under the 2022 annual incentive plan

Long-Term Incentive Program		• PSUs for the 2020-2022 performance period vested at 31% of target, with the 2022 tranche vesting at 0%. Considering our stock price performance over the same performance period, the shares earned and associated dividend equivalents had an aggregate value at the end of the performance period equal to 19% of the initial target grant value. • The Company’s 2022 performance also resulted in accruals significantly below target: • 33% of target for the 2022 performance year for the outstanding 2021 PSUs for the 2021-2023 performance period; and • 72% of target for the 2022 performance share awards for the outstanding 2022 PSUs under the 2022-2024 performance period.


DIVERSE & EMPOWERED SOCIETIES		We know that putting people first is vital to our future, which is reflected by our investments in employee safety, inclusion and diversity, talent management, skills training and human rights. In advancing Diversity, Equity & Inclusion (DE&I) programs across our global operations, we increased representation of women by 2% across three key categories: women in leadership, women in U.S. leadership and women globally in our workforce. We enhanced transparency around our DE&I programs with the publication of incremental diversity metrics and the public disclosure of our EEO-1 report on our website. In 2022, FIS also launched a Global Mental Health Well-being initiative to develop a minimum standard of well-being benefits and resources for all FIS employees around the world.

SUSTAINABLE PLANET		FIS is furthering progress toward our carbon neutrality and renewable energy sourcing aspirational goals by developing and securing validation of Science Based Targets for the reduction of GHG emissions, in line with the Paris Climate Agreement In 2022, we completed construction of our new global headquarters building in Jacksonville, Florida compliant with LEED Platinum certification sustainability standards. We implemented our Environmental Management System (EMS) at three new locations in the U.S., in addition to two locations in India and three in the Philippines where the EMS has been implemented and certified to the ISO 14001 standard.

RESPONSIBLE GOVERNANCE		Our governance policies and procedures are designed to ensure we are maintaining the highest levels of ethics and integrity as well as data security, safeguarding the privacy of our clients and ensuring that FIS maintains robust programs to manage operational risks and uphold compliance with all applicable laws, regulations and rules governing ethical business conduct. FIS’ ERM program is aligned with the ISO 31000 standard. The FIS Board and the Board’s Risk and Technology Committee regularly review initiatives related to vulnerability remediation, security incidents and performance against strategic projects and approves components of the ERM program. We utilize a Three Lines of Defense model, which is designed to ensure accountability for risk management across FIS. Our employees are our first line of defense, the Company’s Risk, Information Security and Compliance group is our second line of defense and the Company’s Internal Audit group is our third line of defense. In 2022, FIS continued its engagement with a broad range of ESG stakeholders to listen and gain a deeper understanding of their most important issues. The Audit Committee also began to provide oversight of the ESG climate metrics that are disclosed in the Company’s annual Global Sustainability Report.




SOLUTIONS	FINANCIAL INVESTMENTS	STRATEGIC PARTNERSHIPS	PHILANTHROPY AND VOLUNTEERISM

incorporating principles of financial inclusion into solution design and developing solutions that help our clients achieve their financial inclusion goals	supporting fintech startups that are innovating to meet the needs of underserved consumers, businesses and markets	partnering with clients, government policy makers and non-governmental organizations to advance financial inclusion goals	working with nonprofit and philanthropic organizations to provide financial tools and educational resources to better support underserved communities

Since 2020, FIS Impact Ventures exceeded its goal of investing $150M in fintech startups, including the $30M goal towards minority-led fintechs.



Board/committee		Primary areas of risk oversight

BOARD		Risks and exposures associated with our business strategy, financial performance, policy matters, acquisitions and divestitures, succession planning, crisis management and other current matters that may present material risk to our financial performance, plans, prospects or reputation, as well as risks and exposures associated with our operational infrastructure, particularly security and reliability.

AUDIT COMMITTEE		Risks and exposures associated with financial matters, privacy matters, tax, accounting, disclosure, internal control over financial reporting, internal audit, legal and regulatory compliance, compliance with our code of business conduct and ethics, capital availability and liquidity matters.

CORPORATE GOVERNANCE, NOMINATING AND SUSTAINABILITY COMMITTEE		Risks and exposures associated with director succession planning, environmental, social and corporate governance, climate risk, overall Board and committee effectiveness and composition and compliance with our Corporate Governance Guidelines.

COMPENSATION COMMITTEE		Risks and exposures associated with retention and succession, executive compensation programs and arrangements and certain broad-based compensation vehicles.

RISK AND TECHNOLOGY COMMITTEE		Risks and exposures associated with the Enterprise Risk Management function, production and competition (including innovation and disruptive technology risk), cybersecurity, information security, technology, business continuity, fraud, operations and infrastructure, brand and reputation risk, geopolitical and country risk, credit risk and regulatory reports or inquiries related to enterprise risks.



NAME	AUDIT	COMPENSATION	CORPORATE GOVERNANCE, NOMINATING AND SUSTAINABILITY	RISK AND TECHNOLOGY	EXECUTIVE

Lee Adrean*	Member

Ellen R. Alemany	Member		Chair		Member

Mark D. Benjamin*		Member

Vijay D’Silva*			Member	Member

Stephanie L. Ferris					Member

Jeffrey A. Goldstein (Independent Chairman)		Member	Member		Chair

Lisa A. Hook	Member			Chair	Member

Kenneth T. Lamneck*	Member	Member

Gary L. Lauer		Chair	Member		Member

Louise M. Parent	Member		Member

Brian T. Shea	Chair			Member	Member

James B. Stallings, Jr.		Member		Member

Jeffrey E. Stiefler		Member	Member

Number of Meetings in Fiscal 2022	9	6	6	4	0



What We Heard		What We Did

Shareholders inquired about our executive compensation programs and if any changes were being considered for 2023, with a particular focus on aligning long-term incentive awards to shareholder value creation. Shareholders also inquired about the compensation plan for the Company’s Chief Executive Officer.		• In response to shareholder feedback, in February 2023, the Compensation Committee approved changes to the Company’s long-term incentive program and, beginning in 2023, the PSU long-term incentive metric focuses on relative TSR over a single three-year period and the stock options use a premium-pricing model to emphasize absolute stock price growth. Additionally, and in response to shareholder feedback, all PSU shares will vest at the end of a 3-year performance period. As all equity grants vest over a 3-year performance period, and a significant portion of the grants are performance based, the Committee felt that stock compensation was the best vehicle to ensure alignment with our shareholders. • Stephanie Ferris was appointed as the Company’s Chief Executive Officer effective December 16, 2022, succeeding Mr. Norcross. Ms. Ferris’ annual base salary for 2023 is $1,000,000, and her annual bonus target is 200% of base salary, with higher or lower amounts payable depending on performance relative to targeted results.

Shareholders inquired about Board refreshment and the skills and experience that may be needed for potential new directors.		• The Corporate Governance, Nominating and Sustainability Committee develops and recommends to the Board criteria for the selection of qualified directors. In 2022, the Committee refined the director search process to focus on candidates with skills that align to the Company’s long-term corporate strategy as well as areas of current and future anticipated needs most critical to the Board. In response to shareholder feedback, in 2023, the Board appointed two new independent directors to the Board who bring deep financial expertise, M&A and human capital management experience and will provide effective oversight and leadership of the strategic review process.



What We Heard		What We Did

Shareholders inquired about the Board’s appointment of an Executive Chairman, the anticipated role of Executive Chairman and the compensation arrangement with the Executive Chairman. Shareholders also suggested that the Board should consider appointing an Independent Chairman instead of an Executive Chairman.		• Following extensive consideration of various alternatives that were based on shareholder feedback, the Board determined to implement an independent Board Chairman structure instead of appointing Mr. Norcross as Executive Chairman. • Mr. Norcross departed the Company as Chief Executive Officer, Chairman of the Board and as a member of the Board effective December 16, 2022. In connection with his departure, the Board declined to award an equity grant that was previously considered for Mr. Norcross in connection with his role as Executive Chairman. • Ms. Ferris was appointed Chief Executive Officer of the Company and Jeffrey A. Goldstein was appointed Independent Chairman of the Board, both effective December 16, 2022. Ms. Ferris was also appointed to our Board of Directors effective October 18, 2022. • The Board believes that having separate individuals serve in the roles of Chairman of the Board and of Chief Executive Officer is in the best interests of the Company and its shareholders at this time.

Shareholders inquired about the Board’s role and view in driving shareholder value creation. Specific areas of focus centered on the Company’s cost structure, capital allocation and stock price performance.		• In response to input from shareholders regarding shareholder value creation, the Board considered various alternatives before approving an enterprise transformation program with $1.25 billion of expected cash savings by year end 2024 (prior to the effects of the proposed spin-off) and plans for a tax-free spin-off of its Merchant Solutions business.

Shareholders inquired about how the Company is setting its ESG targets, how the Company will achieve its targets, and the Company’s reaction to recent ESG regulations.		• In response to shareholder feedback, we maintain our commitment to address material ESG topics and plan to report our progress in the fiscal year 2022 Global Sustainability Report. • FIS is committed to complying with laws and regulations that may make them subject to the changing landscape around ESG. The Company is closely monitoring ESG regulations and reporting requirements, has developed a compliance strategy and is implementing various programs to address the increase in ESG regulations. • In addition, to enhance transparency around the composition of our workforce and in response to shareholder feedback, we disclosed our Consolidated EEO-1 Report on our website after submission to the U.S. Equal Employment Opportunity Commission.


		1 FIS GLOBAL


		3		FIS GLOBAL


		9 FIS GLOBAL


		11 FIS GLOBAL



What We Heard		What We Did

Shareholders inquired about the Company’s ESG program, including how the Company will measure its progress towards diversity and inclusion programs and financial inclusion program goals.		• During the last five years, FIS further committed dedicated financial and staff resources to our inclusion and diversity efforts. This included the appointment of our first full-time Inclusion and Diversity leader and program staff, investments to expand our inclusion networks and further embedding inclusion and diversity initiatives into how the Company operates. • During the past year, in an effort to retain and promote our talent for the future, FIS has focused on making sure that employees have opportunities to advance within the Company. Part of our core philosophy is to make FIS a place where people choose to have a long career. We have robust programs in place for managing performance, gathering feedback, developing leaders and tracking retention through all levels of the Company. • In March 2021, FIS announced a new student loan repayment program for U.S.-based college graduates who were hired by FIS beginning in 2021. The FIS student loan program, the first of its kind in the financial services industry, is available for college graduates who were hired through the FIS University program. FIS will pay off the principal student loan debt balance for each FIS University joiner beginning after one year of service, with complete principal debt expected to be paid off after 10 years of service for those participants continuing employment with FIS. • We have partnered with government policymakers and our clients across financial institutions, capital markets and merchants to support efforts to overcome barriers to financial inclusion, drive further participation in the financial system and work to increase financial literacy. • Over the course of 2020 and 2021, FIS helped facilitate the distribution of U.S. Paycheck Protection Program loans to small- and medium-sized businesses. Through our strategic investment group, we also announced plans to invest $150M over the next three years in promising fintech startups. Since 2020, FIS Impact Ventures exceeded its goal of investing $150M in fintech startups, including the $30M goal towards minority-led fintechs. Additionally, we designed the FIS Financial Literacy Program for our clients to help provide financial education.

Shareholders expressed support for continued shareholder engagement with the Company.		• In response to shareholder feedback, the Corporate Governance, Nominating and Sustainability Committee asked executive management to conduct an annual shareholder engagement program with shareholders, including the Company’s top 30 shareholders, and report the feedback to the Corporate Governance, Nominating and Sustainability Committee and the full Board.



Director fees	Director		Independent Chairman

Annual Board Retainer	$	100,000	$	130,000

Annual Equity Award	$	215,000	$	265,000


Annual committee fees	Members		Chair

Audit Committee	$	30,000	$	65,000

Risk and Technology Committee	$	25,000	$	55,000

Compensation Committee	$	15,000	$	30,000

Corporate Governance, Nominating and Sustainability Committee	$	15,000	$	30,000


Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)(3)		Option awards ($)(4)	All other Compensation ($)(5)		Total ($)

Ellen R. Alemany		174,583		214,991	—		5,046		394,620

Vijay D’Silva		125,000		264,945	—		—		389,945

Mark A. Ernst⁽⁶⁾		—		75,034	—		—		75,034

Jeffrey A. Goldstein		161,250		214,991	—		—		376,241

Lisa A. Hook		185,000		214,991	—		—		399,991

Keith W. Hughes ⁽⁷⁾		157,083		214,991	—		5,660		377,734

Kenneth T. Lamneck		130,000		264,945	—		—		394,945

Gary L. Lauer		154,167		214,991	—		—		369,158

Louise M. Parent		171,250		214,991	—		5,046		391,287

Brian T. Shea		165,000		214,991	—		2,657		382,648

James B. Stallings, Jr.		145,833		214,991	—		5,046		365,870

Jeffrey E. Stiefler		159,167		265,045	—		—		424,212



Name	Position with FIS	Age*

Stephanie L. Ferris	Chief Executive Officer and President	49

Erik D. Hoag	Corporate Executive Vice President, Chief Financial Officer	50

Ido Gileadi	Corporate Executive Vice President, Chief Operating Officer	60

Caroline Tsai	Corporate Executive Vice President, Chief Legal & Corporate Affairs Officer	53

Thomas K. Warren	Corporate Senior Vice President, Chief Accounting Officer	51

L. Denise Williams	Corporate Executive Vice President, Chief People Officer	62



2023 Compensation Element	Salary ($)	Target Annual Incentive (% of base salary)	Target Total Cash ($)	Long-Term Incentive ($)	Target Total Compensation ($)
Annual Target Pay	1,000,000	200%	3,000,000	12,000,000⁽¹⁾	15,000,000



2023 Compensation Element	Salary ($)	Target Annual Incentive % of base salary)	Target Total Cash ($)	Long-Term Incentive ($)	Target Total Compensation ($)
Annual Target Pay	600,000	125%	1,350,000	3,000,000	4,350,000



Topic	Shareholder Feedback	Our Responsive Actions and Perspective

Shareholder perspectives related to the 2022 say-on-pay vote considerations

Long-term performance metrics	Some shareholders wanted to see a greater use of a TSR metric in the executive compensation program to incentivize shareholder value creation efforts	Action: • For the 2023 long-term performance cycle, the Compensation Committee approved new metrics that include relative TSR as a designated metric, instead of the relative TSR modifier approach used in prior years • Increased relative TSR performance required to receive a target payout to the 55^th percentile and a maximum payout at the 90^th percentile to require above-market performance. • Imposed a cap on performance PSUs to limit payout to target level in the event of an absolute negative TSR performance. • For 2023, introduced premium-priced non-qualified stock options as a component of the long-term incentive program to support greater focus on shareholder value creation.



Company Name	Ticker	GICS	Revenue (MM)(1)(2)		Market Cap (MM)(2)		Employees (2)

Adobe, Inc.	ADBE	Application Software		14,389		248,660		22,516

American Express Company	AXP	Consumer Finance		38,933		117,051		63,700

Automatic Data Processing, Inc.	ADP	Data Processing & Outsourced Services		15,005		79,795		56,000

Block, Inc. (formerly Square, Inc.)	SQ	Data Processing & Outsourced Services		15,931		108,339		5,477

Broadridge Financial Solutions, Inc.	BR	Data Processing & Outsourced Services		4,994		18,236		13,704

Cognizant Technology Solutions Corporation	CTSH	IT Consulting & Other Services		17,413		39,711		289,500

Discover Financial Services	DFS	Consumer Finance		13,317		32,015		17,600

DXC Technology Co.	DXC	IT Consulting & Other Services		17,368		8,194		134,000

Fiserv, Inc.	FISV	Data Processing & Outsourced Services		15,424		75,751		44,000

Global Payments Inc.	GPN	Data Processing & Outsourced Services		7,975		57,381		24,000

Intuit Inc.	INTU	Application Software		9,613		117,791		13,500

Mastercard Incorporated	MA	Data Processing & Outsourced Services		16,640		355,746		21,000

Nasdaq, Inc.	NDAQ	Financial Exchanges & Data		5,940		26,682		4,830

PayPal Holdings, Inc.	PYPL	Data Processing & Outsourced Services		23,846		305,841		26,500

Salesforce, Inc.	CRM	Application Software		23,539		226,573		56,606

SS&C Technologies, Inc.	SSNC	Application Software		4,849		18,283		24,600

Visa Inc.	V	Data Processing & Outsourced Services		22,647		474,161		19,500

Vmware, Inc.	VMW	Systems Software		12,290		63,336		34,000

SUMMARY STATISTICS

75^th Percentile				17,402		199,378		56,000

50^th Percentile				15,215		77,773		24,600

25^th Percentile				10,282		33,939		17,600

Fidelity National Information Services, Inc.	FIS	Data Processing & Outsourced Services		13,212		87,805		62,000



Compensation component		Purpose of the compensation component

Base salary		Salary provides a level of assured, regularly paid, cash compensation that is designed to be competitive and reasonable.

Annual cash incentive		Performance-based annual cash incentives designed to motivate our named executive officers to achieve or exceed our in-year plan and help to attract and retain key executives.

Performance stock units (“PSUs”)		Performance stock units help tie our named executive officers’ long-term financial interests to the Company’s performance and to the long-term financial interests of shareholders, as well as to retain key executives through the three-year vesting period and maintain a market-competitive position for total compensation.

Time-based restricted stock units (“RSUs”) (other than Mr. Norcross)		Time-based restricted stock units help to tie our named executive officers’ long-term financial interests to the Company’s performance and to the long-term financial interests of shareholders, as well as to retain key executives through the three-year vesting period and maintain a market-competitive position for total compensation.

Time-based stock options (other than Mr. Norcross)		Time-based stock options help to tie our named executive officers’ long-term financial interests to the Company’s performance and to the long-term financial interests of shareholders, as well as to retain key executives through the three-year vesting period and maintain a market-competitive position for total compensation. We believe stock options also enhance the link between pay for performance since the executive only realizes value from stock options if the Company’s stock price increases above the value of a share of our common stock on the date of grant.



Named executive officer	2021 Base		2022 Base salary		Increase

Stephanie L. Ferris⁽¹⁾		$700,000		$800,000		14.3%

Erik D. Hoag⁽²⁾		$400,000		$500,000		25%

Ido Gileadi		$625,000		$625,000		0%

Caroline Tsai⁽³⁾		N/A		$575,000		N/A

L. Denise Williams		$500,000		$575,000		15%

Gary A. Norcross⁽⁴⁾		$1,200,000		$1,200,000		0%

James W. Woodall⁽⁵⁾		$700,000		$700,000		0%



Named executive officer	2021 Target performance-based annual cash incentive⁽¹⁾	2022 Target performance-based annual cash incentive⁽¹⁾	Increase

Stephanie L. Ferris⁽²⁾	150%	150%	0%

Erik D. Hoag⁽³⁾	100%	100%	0%

Ido Gileadi	130%	130%	0%

Caroline Tsai⁽⁴⁾	N/A	120%	N/A

L. Denise Williams	120%	120%	0%

Gary A. Norcross⁽⁵⁾	250%	250%	0%

James W. Woodall⁽⁶⁾	160%	160%	0%



Performance measure	How calculated	Reason for use

Adjusted Revenue	Based on GAAP revenue as reported in the Annual Report on Form 10-K, adjusted for the impact of non-budgeted acquisitions and divestitures and foreign currency exchange rates.	Adjusted Revenue is viewed as an important measure of the growth of the Company, our ability to satisfy our customers and to gain new customers, and the effectiveness of our products and solutions.

Adjusted EBITDA	GAAP Operating Income, excluding depreciation and amortization expense (EBITDA) and adjusted for certain expense items deemed non-operational as well as for foreign currency exchange rates and acquisitions and divestitures, as applicable.	We believe Adjusted EBITDA reflects our operating strength and efficiency. It also reflects our ability to convert our revenue into operating profits for shareholders. Adjusted EBITDA is a common basis for enterprise valuation by investment analysts and is widely followed by shareholders.


	2022 GAAP Results before Adjustment			Foreign exchange		Acquisition, integration and other costs, impairments, and other charges and adjustments		2022 Adjusted results		2021 Adjusted results (for comparison purposes)

Adjusted Revenue		14,528			288		0		14,816		13,843

Adjusted EBITDA		(12,273	)		73		18,468		6,269		6,114

Adjusted EPS		(27.68	)		0.06		34.33		6.71		6.56



			Performance goal (adjusted revenue and adjusted EBITDA in millions)

	Weight		Threshold			Target			Maximum			Adjusted results			Payout factor

Adjusted Revenue		1/3		$	14,636		$	14,935		$	15,084		$	14,816		80	%

Adjusted EBITDA		1/3		$	6,489		$	6,655		$	6,722		$	6,269		0	%

Adjusted EPS		1/3		$	6.99		$	7.28		$	7.43		$	6.71		0	%

Combined Payout Factor		—			—			—			—			—		27	%

Negative Discretion		—			—			—			—			—		(27	%)

Final Payout Amount		—			—			—			—			—		0	%



2022 Annual Long Term Incentive Awards⁽¹⁾

Name	RSU	PSUs	Options	Total LTI Granted

Stephanie L. Ferris	$1,600,000	$7,400,000	$2,000,000	$11,000,000

Erik D. Hoag	$400,000	$2,100,000	$500,000	$3,000,000

Ido Gileadi	$720,000	$3,780,000	$900,000	$5,400,000

Caroline Tsai	$750,000	$2,062,500	$937,500	$3,750,000

L. Denise Williams	$450,000	$2,362,500	$562,500	$3,375,000

Gary A. Norcross	$—	$20,000,000	$—	$20,000,000

James W. Woodall	$1,000,000	$5,250,000	$1,250,000	$7,500,000



Relative TSR Percentile Rank:	<25th percentile of S&P 500	=25th percentile of S&P 500	=50th percentile of S&P 500	≥75th Percentile of S&P500
Modifier:	0%	50%	100%	150%



	Weighting of Target	Relative TSR vs. S&P 500 index	Earned Payout

2020 Performance Year	1/3	46th percentile	93%

2021 Performance Year	1/3	below 25th percentile	0%

2022 Performance Year	1/3	below 25th percentile	0%

TOTAL			31%



		What We Do				What We Do Not Do

		Deliver the majority of executives’ total compensation in the form of at-risk, performance-based compensation				Provide guaranteed short- or long-term incentives

		Utilize performance-based vesting requirements for the majority of our equity awards in the form of performance stock units				Provide tax gross-ups of payments or perquisites, except in the case of relocation expenses that are generally available to all employees

		Require our executives and directors to satisfy rigorous stock ownership guidelines				Provide significant perquisites

		Maintain a clawback policy				Maintain any form of supplemental executive retirement plan (SERP)

		Prohibit executive officers from engaging in hedging transactions in FIS stock or pledging FIS stock				Reprice or exchange underwater options without shareholder approval



Position		Minimum Aggregate Stock Ownership Target

Chief Executive Officer and President		10x base salary

Chief Financial Officer		3x base salary

All Other Corporate Executive Officers		2x base salary

Members of the Board		5x annual cash retainer