8-KLeadership ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Dec 22, 2022)

Filed December 22, 2022For Securities:FISV

Summary

Fiserv, Inc. (FISV) announced a new Employment Agreement for its Chairman, President, and CEO, Frank J. Bisignano, effective December 21, 2022. This agreement extends his tenure to December 21, 2027, with automatic one-year renewals thereafter, ensuring leadership stability. The agreement outlines a competitive compensation package including a base salary of at least $1,400,000 starting in 2023, a target annual incentive of at least $2,500,000, and equity awards. It also details significant severance benefits for the CEO under various termination scenarios, including termination without cause, for good reason, death, or disability, and enhanced benefits in the event of a change of control. This new agreement provides Fiserv with continued leadership from its CEO for a defined period, while also offering Mr. Bisignano substantial financial protection and incentives aligned with long-term company performance. Investors should note the robust severance package, particularly in change-of-control scenarios, which could be a factor in future strategic decisions. The terms indicate a commitment to retaining key executive talent and aligning executive compensation with shareholder interests.

Key Highlights

  • 1New Employment Agreement for CEO Frank J. Bisignano, extending his role until December 21, 2027, with subsequent annual renewals.
  • 2Annual base salary of at least $1,400,000 commencing in 2023.
  • 3Target annual cash incentive opportunity of at least $2,500,000.
  • 4Significant severance package, including 2x salary + target incentive for termination without cause or for good reason.
  • 5Enhanced severance package (2.99x multiplier) and accelerated equity vesting for termination following a change of control.
  • 6Provisions for continued equity vesting and exercise rights upon retirement after April 28, 2023.
  • 7Non-compete and non-solicitation clauses for 24 months post-employment, with clawback provisions for breaches.

Frequently Asked Questions

The new Employment Agreement for Frank J. Bisignano is effective until December 21, 2027. After this initial period, the agreement will automatically renew for one-year terms unless either party provides 90 days' notice of termination.

The CEO is entitled to an annual salary of at least $1,400,000 starting in 2023, a target annual cash incentive of at least $2,500,000, equity awards determined by the board, and certain perquisites such as use of company aircraft for personal travel, a car and driver, and financial planning assistance.

In the event of termination without cause, failure to renew the term (other than for cause, death, or disability), or termination by the CEO for good reason, he is entitled to a lump sum cash payment equal to two times his base salary plus target annual incentive. Severance is enhanced to 2.99 times the sum of salary and target incentive if termination occurs within two years following a change of control. Equity awards also receive accelerated vesting under these conditions, with specific provisions for performance-based awards and stock options.

In the event of death or disability, all equity awards will vest fully, with performance goals deemed achieved at the target level. He is also entitled to a prorated portion of his annual cash incentive compensation for the year of termination, provided he has been employed through July 1 of that year.