8-KLeadership Changes

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Sep 8, 2021)

Filed September 8, 2021For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) announced a significant executive appointment via an 8-K filing on September 8, 2021. Stephanie Ferris has been appointed as the new Chief Administrative Officer (CAO), a role effective September 2, 2021. In this capacity, Ms. Ferris will oversee enterprise strategy, various corporate functions, and drive key initiatives aimed at enhancing both client and shareholder value. Ms. Ferris brings a wealth of experience to this new role, having previously served as COO of FIS and CFO of Worldpay prior to its acquisition by FIS. Her compensation package reflects her senior position and includes a base salary of $700,000, a substantial annual bonus potential, and a significant initial equity grant valued at approximately $6 million, which vests over three years. This appointment and compensation structure underscore FIS's commitment to strategic leadership and long-term value creation.

Key Highlights

  • 1Stephanie Ferris appointed Chief Administrative Officer (CAO) effective September 2, 2021.
  • 2The CAO role will focus on enterprise strategy, corporate functions, and key strategic initiatives.
  • 3Ms. Ferris has extensive prior experience at FIS as COO and at Worldpay as CFO.
  • 4Ms. Ferris's employment agreement includes a three-year term.
  • 5Her compensation includes a base salary of $700,000 and an annual bonus target of 150% of base salary.
  • 6An initial equity grant of approximately $6 million, with 55% performance-based, 25% stock options, and 20% RSUs, is cliff vesting in three years.
  • 7Severance provisions and non-compete/non-solicitation covenants are included in her agreement.

Frequently Asked Questions

Stephanie Ferris's appointment as CAO is significant as she will be responsible for key areas like enterprise strategy and driving initiatives to enhance client and shareholder value. Her extensive background in operational and financial leadership within FIS and its acquired entities, Worldpay, positions her to make a substantial impact in this strategic role.

Ms. Ferris's compensation package is robust, featuring a base salary of $700,000, an annual bonus with a target of 150% of base salary (up to 200%), and an initial equity grant valued at approximately $6 million. This equity grant is comprised of performance share units, stock options, and restricted share units, with a three-year cliff vesting period.

The equity grant structure is designed to align Ms. Ferris's interests with those of shareholders and incentivize long-term performance. A significant portion (55%) is in performance share units tied to company targets, demonstrating a focus on achieving strategic objectives. The remaining components, stock options and RSUs, also provide incentives for stock price appreciation and continued service.

The filing explicitly states that there are no family relationships among the Corporation's directors or executive officers and Ms. Ferris, nor are there any related-party transactions between the Corporation and Ms. Ferris. This indicates a clear and arms-length relationship.