8-KLeadership Changes

FISERV INC 8-K Report, Executive Changes (Feb 28, 2007)

Filed February 28, 2007For Securities:FISV

Summary

This Form 8-K filing from Fiserv, Inc. (FISV) on February 28, 2007, primarily discloses decisions made by the Compensation Committee regarding executive compensation for 2006 and 2007. The report details cash incentive awards for 2006, restricted stock grants, and stock option grants, alongside the approved 2007 base salaries for key named executive officers, including the CEO and CFO. These disclosures are important for investors to understand how the company is incentivizing and retaining its leadership team, potentially impacting future performance and shareholder value. The compensation details provide insight into the company's compensation philosophy, with a mix of immediate cash incentives, long-term equity awards (restricted stock and options) with multi-year vesting schedules, and adjusted base salaries. The specific grant sizes and salary adjustments signal the company's confidence in its executive team and its strategy moving forward. Investors can use this information to evaluate the alignment of executive interests with those of shareholders.

Key Highlights

  • 1Fiserv's Compensation Committee approved 2006 cash incentive awards, restricted share grants, and stock option grants for named executive officers.
  • 22007 base salaries were established for key executives, indicating anticipated compensation levels for the upcoming fiscal year.
  • 3CEO Jeffrey W. Yabuki received a 2006 cash incentive of $893,760, 16,586 restricted shares, and options for 124,392 shares, with a 2007 base salary of $840,000.
  • 4CFO Thomas J. Hirsch was granted 2,500 restricted shares and options for 25,000 shares, with a 2007 base salary of $400,000.
  • 5Restricted stock grants have a staggered vesting schedule, with 50% vesting on the third anniversary and the remaining 50% on the fourth anniversary of the grant date (February 23, 2007).
  • 6Stock options have an exercise price of $54.69 per share, equal to the closing price on the grant date, with 20% vesting immediately and the remainder vesting annually over four years.
  • 7The filing provides transparency into the compensation structure for Fiserv's top executives, allowing investors to assess executive incentives.

Frequently Asked Questions

The main purpose of this Form 8-K filing is to disclose decisions made by Fiserv's Compensation Committee regarding executive compensation for 2006 and 2007. This includes incentive awards, restricted stock grants, stock options, and base salaries for named executive officers.

The restricted stock granted vests over a four-year period, with 50% of the shares vesting on the third anniversary and the remaining 50% on the fourth anniversary of the grant date (February 23, 2007). For stock options, 20% vested immediately on the grant date, and an additional 20% vests annually thereafter until fully vested over five years.

The stock options were granted with an exercise price of $54.69 per share, which was the closing price of Fiserv's common stock on the NASDAQ stock market on the grant date of February 23, 2007.

Fiserv aligns executive compensation with shareholder interests through a mix of incentives, including cash bonuses tied to performance (though not detailed in this specific filing), and long-term equity awards like restricted stock and stock options. The multi-year vesting schedules for these equity awards encourage executives to focus on long-term company performance and value creation, thereby aligning their interests with those of shareholders.