8-KLeadership ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Aug 12, 2021)

Filed August 12, 2021For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on August 12, 2021, detailing the adoption of a new Executive Severance and Change of Control Policy (the "Policy") by its Compensation Committee, effective August 10, 2021. This new Policy replaces previous severance arrangements for executive officers and designated senior employees. It aims to provide a standardized framework for severance and change-in-control benefits, ensuring retention and smooth transitions during significant corporate events or involuntary terminations. The Policy outlines specific conditions under which severance benefits are payable, primarily focusing on involuntary termination without cause, constructive termination due to material diminution of duties, or resignation following a change of control under specific circumstances. The benefits include a lump-sum cash payment (1.5 times base salary plus target bonus), 18 months of COBRA coverage at the Company's expense, and extended vesting periods for equity awards. This initiative reflects Fiserv's commitment to maintaining a stable executive team by providing clear and competitive compensation and benefits packages in predefined scenarios.

Key Highlights

  • 1Fiserv adopted a new Executive Severance and Change of Control Policy, effective August 10, 2021.
  • 2The new Policy replaces prior severance agreements for executive officers and senior employees.
  • 3Severance is triggered by involuntary termination without cause, constructive termination, or resignation post-change of control under specific conditions.
  • 4Benefits include 1.5x base salary + target bonus cash severance.
  • 5Company-funded COBRA continuation coverage for 18 months is provided.
  • 6Equity awards (stock options, RSUs) will continue vesting for 12 months post-termination, or vest immediately in a change of control scenario.
  • 7Executive employment agreements for key officers, including Frank J. Bisignano, Robert W. Hau, Devin B. McGranahan, and Byron C. Vielehr, were adjusted in conjunction with the new policy.

Frequently Asked Questions

The primary purpose of the new policy is to establish a standardized and competitive framework for providing severance and change-of-control benefits to Fiserv's executive officers and other designated senior employees. This aims to ensure executive retention, provide financial security in specific termination scenarios, and facilitate smoother transitions during potential changes in company control.

Severance benefits under the new policy are payable if an executive is involuntarily terminated without "cause," resigns due to a material reduction in their authority or responsibilities, or resigns within two years following a change of control due to a required relocation of more than 50 miles or a material reduction in compensation.

The severance package includes a lump-sum cash payment equal to 1.5 times the executive's base salary plus target cash incentive for the year of termination. Additionally, the company will cover COBRA health insurance premiums for 18 months, and outstanding stock options and restricted stock units will continue to vest for 12 months post-termination. In a change-of-control scenario, these equity awards may vest immediately.

No, the policy specifically applies to members of the Company's management committee, including executive officers, and other senior employees designated as eligible participants. It replaces previous, potentially varied, severance arrangements for this group.