8-KLeadership Changes

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (May 7, 2008)

Filed May 7, 2008For Securities:FIS

Summary

This 8-K filing from Fidelity National Information Services, Inc. (FIS) reports on the execution of new employment agreements for key executives Lee A. Kennedy (CEO), Jeffrey S. Carbiener (CFO), and Eric Swenson (President of Mortgage Information Services) effective May 1, 2008. These agreements establish three-year terms with automatic annual extensions and outline specific base salaries, annual cash bonus targets, and supplemental benefits. The compensation structure is designed to incentivize performance, with bonus targets set as a percentage of base salary and varying based on achievement. Crucially, the filing details severance provisions in the event of termination without cause or resignation for good reason. These provisions include a substantial lump-sum payment equivalent to 300% of the executive's base salary plus their highest annual bonus or target bonus, immediate vesting of equity awards, and continued insurance benefits for three years. These terms are significant for investors as they represent a considerable commitment from the company and outline substantial potential payouts to these executives under specific termination scenarios.

Key Highlights

  • 1New three-year employment agreements executed for CEO Lee A. Kennedy, CFO Jeffrey S. Carbiener, and President of Mortgage Information Services Eric Swenson, effective May 1, 2008.
  • 2Agreements feature automatic annual extensions beyond the initial three-year term.
  • 3CEO Lee A. Kennedy to receive a minimum base salary of $1,015,000 with a 200% annual cash bonus target.
  • 4CFO Jeffrey S. Carbiener to receive a minimum base salary of $515,000 with a 150% annual cash bonus target.
  • 5President of Mortgage Information Services Eric Swenson to receive a minimum base salary of $490,000 with a 100% annual cash bonus target.
  • 6Substantial severance package includes a lump sum payment equal to 300% of base salary plus highest annual or target bonus, immediate equity vesting, and extended insurance benefits upon termination without cause or resignation for good reason.
  • 7Executives are entitled to supplemental disability and customary executive benefits, subject to post-employment restrictive covenants.

Frequently Asked Questions

This 8-K filing announces that Fidelity National Information Services, Inc. (FIS) has entered into new employment agreements with three of its key officers: Lee A. Kennedy (CEO), Jeffrey S. Carbiener (CFO), and Eric Swenson (President of Mortgage Information Services). It details their salaries, bonus structures, and severance packages.

The agreements are for a three-year term starting May 1, 2008, with automatic annual extensions. They outline specific minimum base salaries and annual cash bonus targets, with the bonuses dependent on performance. Executives also receive supplemental benefits like disability insurance and medical coverage.

While the filing doesn't explicitly list every scenario that constitutes 'good reason,' it implies that situations such as a significant reduction in duties, compensation, or relocation, which are typically defined in more detail in the full agreements, would qualify. Termination by the company for reasons other than 'cause,' death, or disability also triggers similar benefits.

If an executive's employment is terminated by the company for reasons other than 'cause,' death, or disability, or if an executive resigns for 'good reason,' the company would be obligated to pay the executive's earned salary and bonus, a pro-rated bonus for the current year, a lump-sum payment equal to 300% of their base salary plus highest bonus/target, immediate vesting of equity awards, and continued insurance benefits for three years. This represents a significant potential financial liability for the company.