8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Jun 12, 2020)

Filed June 12, 2020For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced on June 12, 2020, a change in its Board of Directors composition. The size of the Board was fixed at eleven members with the appointment of Jeffrey A. Goldstein. Mr. Goldstein's appointment is significant given his extensive background in finance, private equity, and public service, including his past roles as Under Secretary of the Treasury for Domestic Finance and CFO of the World Bank. His qualifications as an Audit Committee Financial Expert and his appointment to the Audit and Compensation Committees indicate a focus on strengthening financial oversight and compensation practices. This move is investor-focused as it brings seasoned financial expertise to the board, particularly relevant for a company operating in the complex financial technology and services sector. His experience in mergers and acquisitions, corporate finance, and regulatory matters is likely to be a valuable asset to FIS. The initial compensation for Mr. Goldstein, a $150,000 equity grant vesting in one year, aligns his interests with long-term shareholder value, as expected for new board members.

Key Highlights

  • 1Appointment of Jeffrey A. Goldstein to the Board of Directors.
  • 2Board size fixed at eleven members.
  • 3Mr. Goldstein is deemed an independent director under NYSE Listing Standards.
  • 4Mr. Goldstein qualified as an Audit Committee Financial Expert.
  • 5Mr. Goldstein appointed to serve on the Audit Committee and Compensation Committee.
  • 6Mr. Goldstein's extensive financial, private equity, and public service background.
  • 7New director to receive a $150,000 time-based restricted stock unit grant vesting in one year.

Frequently Asked Questions

Mr. Goldstein brings a wealth of experience in finance, private equity, and government, including significant roles like Under Secretary of the Treasury and CFO of the World Bank. His expertise in M&A, corporate finance, and regulation is highly relevant to FIS's operations. His appointment to the Audit and Compensation committees, along with his qualification as an Audit Committee Financial Expert, suggests a strengthened focus on financial oversight and governance, which is crucial for investor confidence.

Mr. Goldstein will receive a one-time grant of time-based restricted stock units valued at $150,000, which will vest one year from the date of grant. He will also participate in the standard compensation program for non-management directors as outlined in FIS's Proxy Statement.

An 'Audit Committee Financial Expert' designation means Mr. Goldstein possesses the attributes of knowledge of accounting principles and financial reporting, experience in preparing or auditing financial statements, experience with internal accounting controls, and understanding of audit committee functions, as defined by SEC rules. This designation is a positive signal for investors regarding the quality of financial oversight on the board.

Mr. Goldstein is currently a Senior Advisor to Canapi Ventures (a venture capital firm) and an Advisor Emeritus at Hellman & Friedman LLC (a private equity firm). He also serves on the Board of Directors of Bank of New York Mellon Corp. and on the Vassar College Board of Trustees and the Central Synagogue Board of Trustees.