Fidelity National Information Services, Inc DEF 14A, filed Apr 26, 2024

About this DEF 14A

Fidelity National Information Services, Inc. (FIS)

DEF 14A 2024-04-26 For: 2024-06-05

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Added on June 12, 2026

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

Fidelity National Information Services, Inc filed this DEF 14A on April 26, 2024.

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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 three proposals at the annual meeting. ₁ to elect the eight (8) members of the Board of Directors named in the proxy statement to serve until the 2025 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 116 of the proxy statement. Sincerely, Gerald W. Clanton Corporate Secretary
₂ to approve, on an advisory and non-binding basis, the compensation of our named executive officers; and
₃ to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024.
The Board of Directors has set April 8, 2024 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.



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		• Seven out of eight directors standing for election were appointed in the last five years • Robust director succession planning with focus on Board candidates with strategically important expertise and diverse experience, skills, background, ethnicity and gender • Regular rotation of Board committee assignments • Mandatory director retirement age of 75

Director Independence and Commitment		• Independent Board Chair • Seven out of eight director nominees are independent • Board committees comprised entirely of independent directors • Maintain a director time commitment policy for service on outside public Boards • Directors required to seek approval prior to joining any additional for-profit company Board or audit committee, whether public or private • 2023 Board and committee meeting attendance greater than 97% (out of a total of 12 board meetings and 24 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 • Independent limited assurance review of ESG matters

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 • 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)


Annual Incentive Program		• Performance measures and weightings were established to align with key value drivers of the first year of our strategic transformation. Program consisted of: revenue metric (25%), EBITDA metric (30%), cash flow metric (10%), Future Forward cash savings (25%) and Net Promoter Score (10%). • Targets were established consistent with the Company’s 2023 plan and guidance to investors and reflected strategic priorities tied to the Company’s transformation goals. • Payouts reflected FIS’ success in executing on its strategic priorities, despite earnings headwinds from higher interest rates.

Long-Term Incentive Program		• 2023 performance stock unit (“PSU”) grants utilized a single three-year vesting period with cliff vesting and used relative TSR as the sole performance metric. This metric was selected to ensure the strongest alignment with the shareholder experience and long-term value creation, particularly in the first year of FIS’ transformation, and in consideration of the broader mix of performance metrics within the Company’s executive compensation program. • Relative TSR performance metrics were designed to require market leading performance, with target payout tied to the 55th percentile and a maximum payout at the 90th percentile. • To incentivize and reward shareholder value creation, our named executive officers (“NEOs”) were granted premium-priced stock options with exercise prices set at 15%, 25% and 30% above the market price of FIS’ common stock at the time of grant. • Performance-based equity represented 72% of the CEO’s total long-term equity incentive compensation award, with PSUs and premium-priced stock options representing 29% and 43%, respectively. • Consistent with the link between pay and performance and the investment experience of our shareholders in fiscal 2023, the performance awards were earned below the target vesting opportunity. • 2021 PSUs with a 2021-2023 performance period vested at 68% of target overall, with the 2023 tranche earning 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 29% of the initial target grant value. • For the 2022 PSUs with a 2022-2024 performance period, the Company’s 2023 performance resulted in the 2023 tranche earning no payout. • In early 2024, following the completion of the Worldpay sale, we modified the performance criteria for the 2024 performance year under the outstanding 2022 PSUs to match the performance criteria for the 2024 performance year included in the PSUs granted in 2024, since the prior criteria were established when FIS still owned Worldpay and were no longer appropriate following the sale.


SUSTAINABLE SOCIETIES		Our commitment to prioritizing the well-being and development of our employees is evident through our investments in various areas such as employee safety, inclusion and diversity, talent management, learning, skill building, and human rights. We firmly believe that by putting people first, we are securing a prosperous future for our organization. In October 2023, we presented to the Corporate Governance, Nominating and Sustainability Committee on our global Inclusion & Diversity (I&D) strategy factoring in the evolving and increasingly complex legal, political and social landscape. We shared the progress made since 2020 when we first announced our 5 key focus areas and the 15 commitments that support them. Further, we expanded our efforts by actively driving region-specific approaches to show that I&D is experienced differently across the globe. We’ve earned recognition for our efforts including being named as a Silver award recipient in the India Workplace Equality Index and the Human Rights Campaign Equality 100 Leader in LBGTQ+ Workplace Inclusion. In 2023, our well-being strategy matured. Our efforts in this area are acknowledged externally through awards and recognition. Furthermore, we provided mandatory mental health training to all people managers to prepare them to offer well-being support to our colleagues.

SUSTAINABLE PLANET		At FIS, we are committed to helping mitigate climate change effects and reducing the environmental impact of our operations. Our environmental strategy is aligned with our ESG Policy, Environmental Policy Statement, and Code of Business Conduct and Ethics, which outline our broad commitment to protecting and preserving the environment. FIS takes a materiality-based, stakeholder-driven approach to ESG to inform our reporting. We promote transparency, foster engagement and maintain regular communication with our stakeholders regarding our ESG strategies and programs. We engage regularly with our stakeholders to gather their perspectives and we continue to focus on the topics identified, which were mapped to our priority focus areas and the UN Sustainable Development Goals (SDGs), as described in the annual Global Sustainability Report. FIS performs an annual survey of all its facilities around the world to measure energy usage (including energy derived from renewable sources), GHG emissions (scope 1, scope 2 and scope 3)



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, lobbying and political engagement, 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 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⁽¹⁾	Member		Chair		Member

Mark D. Benjamin		Member

Vijay D’Silva⁽¹⁾			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⁽¹⁾	Member		Member

Brian T. Shea⁽¹⁾	Chair			Member	Member

James B. Stallings, Jr.		Member		Member

Number of Meetings in Fiscal 2023	11	5	4	4	0



Director fees	Director		Independent Chairman

Annual Board Retainer	$	100,000	$	175,000

Annual Equity Award	$	215,000	$	315,000


Annual committee fees	Members		Chair

Audit Committee	$	30,000	$	65,000

Compensation Committee	$	25,000	$	55,000

Corporate Governance, Nominating and Sustainability Committee	$	25,000	$	55,000

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


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

Lee Adrean		130,000		290,043	—		—		420,043

Ellen R. Alemany⁽⁶⁾		185,000		215,015	—		—		400,015

Mark D. Benjamin		125,000		290,043	—		—		415,043

Vijay D’Silva(7)		150,000		215,015	—		5,143		370,158

Jeffrey A. Goldstein		225,000		364,978	—		—		589,978

Lisa A. Hook		185,000		215,015	—		—		400,015

Kenneth T. Lamneck		155,000		215,015	—		5,143		375,158

Gary L. Lauer		180,000		215,015	—		—		395,015

Louise M. Parent⁽⁸⁾		155,000		215,015	—		—		370,015

Brian T. Shea⁽⁹⁾		190,000		215,015	—		—		405,015

James B. Stallings, Jr.		150,000		215,015	—		4,128		369,143

Jeffrey E. Stiefler⁽¹⁰⁾		62,500		—	—		21,095		83,595



Name	Position with FIS	Age*

Stephanie L. Ferris	Chief Executive Officer and President	50

Firdaus Bhathena	Chief Technology Officer	53

James Kehoe	Corporate Executive Vice President, Chief Financial Officer	61

Christopher A.Thompson	Corporate Executive Vice President, Chief Accounting Officer	60

Caroline Tsai	Corporate Executive Vice President, Chief Legal & Corporate Affairs Officer	54

L. Denise Williams	Corporate Executive Vice President, Chief People Officer	63



Compensation Element	Employment Agreement			2023 Target/ Granted			Realizable (as of 12/31/2023)

Base Salary		$	1,000,000		$	1,000,000		$	1,000,000

Bonus		$	2,000,000		$	2,000,000		$	2,858,000

Equity		$	12,000,000		$	15,000,000		$	3,981,259

RSUs		$	4,200,000		$	4,200,000		$	3,981,259

Performance Equity		$	7,800,000		$	10,800,000		$	0

Total		$	15,000,000		$	18,000,000		$	7,839,259



		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


		1 FIS GLOBAL


		9 FIS GLOBAL


		11 FIS GLOBAL


		19 FIS GLOBAL



Topic and Shareholder Feedback		Our Responsive Actions and Perspective
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 a new PSU design consisting entirely of relative TSR performance. • Designed relative TSR performance metrics to require market leading performance, with target payout tied to the 55^th percentile and a maximum payout at the 90^th percentile. • 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.

Vesting period for the long-term PSUs A majority of shareholders expressed preference for earned PSUs, if any, to vest at the end of the three-year performance period to foster better alignment with shareholder interests		Action: • The 2023 PSUs will vest based on achieved results over a single three-year performance period.

ESG metrics integration Several shareholders inquired whether the Company intends to incorporate ESG metrics into the executive compensation program		Perspective: • The Compensation Committee evaluates the incentive program design on a regular basis to assess alignment with our growth strategy and to maintain an executive compensation program competitive with the market. For the 2023 incentive program design, the Compensation Committee put greater emphasis on our profitability metrics and stock price performance to support our transformation efforts. We will continue to consider appropriate ESG metrics for the incentive program design in the future.



Company	GICS Sub-Industry	Revenue (LTM)(1)(2)			Market Cap(2)

American Express Company	Consumer Finance	$	49,623		$	101,148

Visa Inc.	Transaction and Payment Processing Services	$	29,310		$	366,725

PayPal Holdings, Inc.	Transaction and Payment Processing Services	$	27,053		$	99,538

Mastercard Incorporated	Transaction and Payment Processing Services	$	21,636		$	274,779

Fiserv, Inc.	Transaction and Payment Processing Services	$	17,363		$	59,846

Automatic Data Processing, Inc.	Human Resource and Employment Services	$	16,882		$	93,935

Block, Inc.	Transaction and Payment Processing Services	$	16,959		$	32,763

DXC Technology Company	IT Consulting and Other Services	$	15,370		$	5,627

Discover Financial Services	Consumer Finance	$	10,769		$	24,837

Global Payments Inc.	Transaction and Payment Processing Services	$	8,917		$	29,947

Intercontinental Exchange, Inc.*	Financial Exchanges and Data	$	7,364		$	50,457

Nasdaq, Inc.	Financial Exchanges and Data	$	6,111		$	27,843

Broadridge Financial Solutions, Inc.	Data Processing and Outsourced Services	$	5,800		$	16,929

SS&C Technologies Holdings, Inc.	Data Processing and Outsourced Services	$	5,239		$	12,177

The Western Union Company*	Transaction and Payment Processing Services	$	4,668		$	5,208

75^th Percentile		$	19,500		$	96,736

Median		$	15,370		$	32,763

25^th Percentile		$	6,738		$	20,883

Fidelity National Information Services, Inc.	Transaction and Payment Processing Services	$	14,388		$	45,945

Percentile Ranking			48	%		55	%

*Denotes Newly Added Peers



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 measures and their weighting for the 2023 annual cash incentive program were: a revenue metric (25%), an EBITDA metric (30%), a cash flow metric (10%), Future Forward cash savings (25%) and Net Promoter Score (10%).

Time-based restricted stock units (“RSUs”)		Time-based restricted stock units help to tie our named executive officers’ long-term financial interests to the Company’s stock price 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.

Performance stock units (“PSUs”)		Performance stock units motivate our named executive officers to achieve results in selected metrics that drive the Company’s financial performance and help tie our named executive officers’ long-term financial interests 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. The 2023 PSU awards use relative TSR against the S&P 500 Index as the sole performance measure.

Premium-Priced Stock Options		Premium-Priced stock options granted in 2023 included exercises prices set at a premium of 15%, 25% and 30% above the value of a share of our common stock on the date of grant. The Premium-Priced stock options, which vest in equal, annual installments over three years, enhance the link between pay and performance, since the executives only realize value if the Company’s stock price increases above the premium exercise price, helping to tie our named executive officers’ long-term financial interest to the long-term financial interests of our shareholders.



Named executive officer	2022 Base Salary		2023 Base Salary		Increase

Stephanie L. Ferris	$	1,000,000	$	1,000,000		0	%

James Kehoe		N/A		$975,000		N	/A

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

Caroline Tsai	$	575,000		$630,000		9.6	%

L. Denise Williams⁽¹⁾	$	575,000		$600,000		4.3	%

Erik D. Hoag⁽²⁾	$	600,000		$600,000		0	%



Named executive officer	2022 Target performance-based annual cash incentive⁽¹⁾	2023 Target performance-based annual cash incentive⁽¹⁾

Stephanie L. Ferris	200%	200%

James Kehoe	N/A	150%

Ido Gileadi	130%	130%

Caroline Tsai	120%	130%

L. Denise Williams	120%	120%

Erik D. Hoag⁽²⁾	125%	125%



Performance measure	How calculated	Reason for use

Revenue Metric	Based on GAAP revenue of $9,821 million, as reported in the Annual Report on Form 10-K, as well as revenue from discontinued operations of $4,859 million, as disclosed in Note 3 to the consolidated financial statements in the Annual Report on Form 10-K, adjusted for the impact of foreign currency exchange rates.	This metric is 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.

EBITDA Metric	Total Company Adjusted EBITDA as disclosed in our earnings release for the fourth quarter of 2023 furnished on Form 8-K on February 26, 2024, adjusted for foreign currency exchange rates. Adjusted EBITDA reflects net earnings (loss) before interest, other income (expense), taxes, and depreciation and amortization, and excludes certain costs and other transactions that management deems non-operational in nature, or that otherwise improve the comparability of operating results across reporting periods by their exclusion.	This metric reflects our operating strength and efficiency. It also reflects our ability to convert our revenue into operating profits for shareholders.

Cash Flow Metric	Free cash flow as disclosed in our earnings release for the fourth quarter of 2023 furnished on Form 8-K on February 26, 2024, less cash paid for acquisition, integration and other expenses. The cash flow metric used reflects net cash provided by operating activities, adjusted for the net change in settlement assets and obligations less capital expenditures.	This metric provides further information about the ability of our business to generate cash.


	2023 Reported Results (including results from discontinued operations)			Foreign Exchange				Acquisition, Integration and Other Payments				2023 Adjusted Results for Annual Incentive Program Metrics

Revenue		$	14,680		$	(109	)		$	0			$	14,571

Adjusted EBITDA		$	6,154		$	(56	)		$	0			$	6,098

Free Cash Flow		$	3,556		$	0			$	(494	)		$	3,062



		Performance goal ($ in millions)

	Weight	Threshold		Target		Maximum		Results ($ in millions)		Payout factor		Weighted Payout factor

Revenue Metric	25%	$	13,728	$	14,450	$	14,739	$	14,571		142%		35.5%

EBITDA Metric	30%	$	5,795	$	6,100	$	6,222	$	6,098		100%		29.9%

Cash Flow Metric	10%	$	2,406	$	2,673	$	2,807	$	3,062		200%		20.0%

Future Forward Cash Savings⁽¹⁾	25%		—		$500 saved		$500 saved plus $1,000 run-rate savings		>$500 saved plus >$1,000 run-rate savings		200%		50.0%

Net Promoter Score			Balanced scorecard for goals and results								75%		7.5%
	10%										75%		7.5%

Combined Payout Factor	—		—		—		—		—				142.9%



2023 Annual Long Term Incentive Awards⁽¹⁾

Name	RSU	PSUs	Premium-Priced Stock Options	Total LTI Granted

Stephanie L. Ferris⁽²⁾	$4,200,000	$3,120,000	$4,680,000	$12,000,000

James Kehoe⁽³⁾	—	—	—	—

Ido Gileadi⁽³⁾	—	—	—	—

Caroline Tsai	$1,575,000	$1,170,000	$1,755,000	$4,500,000

L. Denise Williams	$1,575,000	$1,170,000	$1,755,000	$4,500,000

Erik D. Hoag	$1,050,000	$780,000	$1,170,000	$3,000,000



Performance measure⁽¹⁾	How calculated	Reason for use

Annual Organic Revenue Growth	The percentage increase of GAAP Revenue as reported in the Company’s current-period Annual Report on Form 10-K, as well as revenue from discontinued operations excluding the impact of fluctuations in foreign currency exchange rates and revenues from our non-strategic businesses in our Corporate and Other Segment, compared to a revenue base for the prior period which is adjusted for the impact of acquisitions and divestitures.	Annual Organic Revenue Growth is a key metric that measures how the Company is executing in growing its current business and generating new business. This metric is viewed as especially important when combined with margin expansion and is widely followed by shareholders.



				Performance goal

	Weight			Threshold			Target			Maximum			Adjusted results			Payout factor

Annual Organic Revenue Growth		50	%		5	%		6	%		7	%		2.0	%		0	%

Annual Margin Expansion		50	%		.0	%		.25	%		.50	%		(1.1	%)		0	%

Year Two Performance Vesting (% of Target)		—			50	%		100	%		200	%		—			0	%

Year Two Relative TSR Modifier		—			—			—			—			—			(15	%)

Year Two Performance Shares Earned⁽¹⁾		—			—			—			—			—			0	%



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


				Compensation Committee
				Gary L. Lauer (Chair)
				Mark D. Benjamin
				Jeffrey A. Goldstein
				Kenneth T. Lamneck
				James B. Stallings, Jr.



	Stephanie L. Ferris ($)		James Kehoe ($)		Ido Gileadi ($)		Caroline Tsai ($)		L. Denise Williams ($)		Erik D. Hoag ($)

401(k) Matching Contributions		9,900		1,350		9,900		9,900		9,900		9,900

ESPP Matching Contributions		—		—		7,812		—		—		18,438

Relocation Benefit ^(a)		—		34,236		—		—		—		—

Spousal Travel to Corporate Event		2,037		—		—		—		—		—

Personal Corporate Airplane Use^(b)		80,240		—		—		917		—		—

Financial Planning ^(c)		—		—		—		—		—		10,600

Total		92,177		35,586		17,712		10,817		9,900		38,938



	Option Awards				Stock Awards

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)

Stephanie L. Ferris		—		—		5,600		354,872

James Kehoe		—		—		—		—

Ido Gileadi		—		—		5,383		306,998

Caroline Tsai		—		—		2,625		166,346

L. Denise Williams		—		—		3,307		188,954

Erik D. Hoag		5,658		5,432		10,525		558,382



Name	Plan		Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings (Losses) in Last FY ($)(1)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)

Stephanie L. Ferris		—		—		—		—		—		—

James Kehoe		—		—		—		—		—		—

Ido Gileadi		—		—		—		—		—		—

Caroline Tsai		—		—		—		—		—		—

L. Denise Williams		Deferred Comp Plan		—		—		32,152		—		235,544

Erik D. Hoag		—		—		—		—		—		—



Name	Stephanie L. Ferris⁽¹⁾	James Kehoe	Caroline Tsai	L. Denise Williams	Erik D. Hoag

Payment	$8,913,229	$5,677,952	$4,362,337	$3,660,075	$3,815,736


														Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO(b)(1) (1)		Summary Compensation Table Total for PEO(b)(2) (2)		Compensation Actually Paid to PEO(c)(1) (3)			Compensation Actually Paid to PEO(c)(2) (4)		Average Summary Compensation Table Total for Non-PEO NEOs(d)		Average Compensation Actually Paid to Non-PEO NEOs(e) (9)		Total Shareholder Return(f) (10)		Peer Group Total Shareholder Return(g) (11)		Net Income (in millions(h) (12)			Revenue Metric Used for 2023 Annual Incentive Program (in millions) (i) (13)

2023 (5)		n/a	$	19,435,522		n/a		$	15,649,373	$	6,589,756	$	5,887,811	$	46.83	$	118.51	($	6,654	)	$	14,571

2022 (6)	$	45,321,374	$	15,830,864	$	19,650,428		$	4,772,653	$	8,545,905	$	3,155,213	$	51.00	$	100.28	($	16,720	)	$	14,816

2021 (7)	$	25,023,771		n/a	($	110,502	)		n/a	$	10,257,289	$	2,697,248	$	80.26	$	120.19	$	417		$	13,843

2020 (8)	$	17,905,009		n/a	$	16,684,741			n/a	$	16,506,772	$	14,866,206	$	102.76	$	124.60	$	158		$	12,591



Year	2020			2021			2022			2022			2023

PEO	Gary A. Norcross			Gary A. Norcross			Gary A. Norcross			Stephanie L. Ferris			Stephanie L. Ferris

Summary Compensation Table (SCT) Total ($)		17,905,009			25,023,771			45,321,374			15,830,864			19,435,522

Deduct: Amounts Reported under the “Stock Awards” Column in the SCT ($)		(12,385,502	)		(14,339,482	)		(30,599,876	)		(12,922,017	)		(9,005,347	)

Deduct: Amounts Reported under the “Option Awards” Column in the SCT ($)		(3,749,992	)		(4,250,002	)		—			(1,999,990	)		(6,479,998	)

Increase: Fair Value of Awards Granted during the year that remain Outstanding and Unvested as of year-end ($)		19,776,819			13,333,489			—			7,191,400			14,036,961

Increase: Fair Value of Awards Granted during the year that Vested during the year ($)		—			—			14,537,377			—			—

Increase/deduct: Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of year-end ($)		1,083,491			(13,943,099	)		—			(1,765,254	)		(975,079	)

Increase/deduct: Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year ($)		(5,609,821	)		439,855			(9,231,661	)		—			(55,507	)

Deduct: Fair Value of Awards Granted Prior to year that were Forfeited during year ($)		(335,263	)		(6,375,034	)		(376,786	)		(1,562,349	)		(1,307,179	)

Compensation Actually Paid ($)		16,684,741			(110,502	)		19,650,428			4,772,653			15,649,373