8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Feb 23, 2024)

Filed February 23, 2024For Securities:FIS

Summary

Fidelity National Information Services, Inc. (FIS) filed an 8-K on February 23, 2024, detailing amendments to employment arrangements for two key former officers, Erik Hoag and Ido Gileadi. The most significant development is the extension and restructuring of Mr. Hoag's role as Chief Integration Officer, focusing on managing the separation and ongoing relationship with the Worldpay business through June 30, 2025. This extended tenure includes a base salary of $600,000, potential performance-based incentives, and continued eligibility for benefits and equity grants, with specific terms for compensation and severance upon various termination scenarios. Furthermore, Ido Gileadi, former Chief Operating Officer, has transitioned to a consulting role through December 31, 2024, following his departure as an officer. Under this agreement, Mr. Gileadi will receive a fixed monthly fee and substantial one-time payments, contingent on the duration of his services and notice periods. These arrangements underscore FIS's ongoing efforts to manage strategic divestitures and operational transitions, ensuring continuity and expertise during critical periods.

Key Highlights

  • 1Erik Hoag's employment extended to June 30, 2025, as Chief Integration Officer to manage Worldpay separation and relationship.
  • 2Mr. Hoag will receive an annual base salary of $600,000, with eligibility for performance-based incentives and continued benefits.
  • 3Significant severance provisions are outlined for Mr. Hoag, including a 'Transition Payment' (200% of combined base salary and target bonus) and continued vesting of equity under certain termination conditions.
  • 4Ido Gileadi will serve as a consultant to FIS LLC from March 1, 2024, to December 31, 2024.
  • 5Mr. Gileadi is set to receive a monthly fee of $49,000 and a total of $3 million in one-time payments, with specific terms based on service continuation.
  • 6Both agreements include provisions for continued employee benefits or severance packages, contingent on the execution of release agreements.
  • 7These arrangements are part of FIS's ongoing strategy to manage critical business separations and operational transitions.

Frequently Asked Questions

The amendments extend Erik Hoag's employment through June 30, 2025, formalizing his role as Chief Integration Officer. His responsibilities are focused on managing the separation of, and FIS's continuing relationship with, the Worldpay business. This includes building strategic partnerships, exploring commercial opportunities, and overseeing the transition service agreement.

During his extended employment, Mr. Hoag will earn an annual base salary of $600,000, be eligible for performance-based cash incentives (target 125% of base salary), and continue to participate in company benefit plans and equity grants. In the event of certain terminations (e.g., by the Company without cause, or by Mr. Hoag for good reason), he is entitled to a 'Transition Payment' equivalent to 200% of his combined 2023 base salary and target bonus, plus 18 months of COBRA premiums, and continued vesting of equity awards, subject to release agreements.

Ido Gileadi, former COO, will provide advisory services to FIS LLC as a consultant from March 1, 2024, through December 31, 2024. He will be paid a monthly fixed fee of $49,000 and receive two one-time payments totaling $3 million, provided certain conditions regarding notice and service continuation are met.

Yes, for both individuals, the Company's obligation to provide the specified payments and benefits is contingent upon their execution and non-revocation of the Company's standard form of a general release of claims against FIS. Additionally, specific termination clauses for 'cause' and provisions for 'good reason' or 'cure' periods are outlined in their respective agreements.