8-KLeadership ChangesExhibits & Filings

FISERV INC 8-K Report, Executive Changes (Jan 23, 2025)

Filed January 23, 2025For Securities:FISV

Summary

Fiserv, Inc. (FISV) announced a significant leadership transition through an 8-K filing on January 23, 2025. The company has appointed Michael P. Lyons as President and CEO-Elect, effective January 27, 2025, and as Chief Executive Officer and a Board member upon the earlier of confirmation of Frank J. Bisignano as Commissioner of Social Security or June 30, 2025. Mr. Bisignano will step down as President on January 27, 2025, but will remain Chairman and CEO until the CEO Transition Date. This planned succession aims to ensure continuity in leadership while Mr. Bisignano transitions to a potential public service role. Mr. Lyons brings extensive experience from The PNC Financial Services Group, where he most recently served as President. His compensation package is substantial, including a base salary of $1.3 million, a target annual bonus of 200% of base salary, and significant equity awards totaling $16.1 million in RSUs and PSUs for 2025. The filing also details replacement awards to compensate Mr. Lyons for forfeiting unvested equity and cash incentives from his previous employer, totaling over $11.6 million in cash and substantial RSU and PSU grants. The company also clarified its corporate governance by separating the roles of Chairman and CEO, appointing Doyle R. Simons as non-executive Chairman.

Key Highlights

  • 1Michael P. Lyons appointed President and CEO-Elect, effective January 27, 2025, and CEO and Board member upon CEO Transition Date.
  • 2Frank J. Bisignano will transition from President on January 27, 2025, and from Chairman and CEO upon the CEO Transition Date.
  • 3Doyle R. Simons appointed non-executive Chairman of the Board, effective upon the CEO Transition Date, separating the Chairman and CEO roles.
  • 4Michael P. Lyons' compensation includes an annual base salary of $1,300,000 and a target annual incentive of 200% of base salary.
  • 5Initial equity awards for Mr. Lyons include $6,440,000 in RSUs and $9,660,000 in PSUs for 2025.
  • 6Significant replacement awards, including over $11.6 million in cash and additional RSUs and PSUs, are provided to Mr. Lyons to offset forfeited compensation from PNC.
  • 7Details of severance benefits for Mr. Lyons in case of termination without Cause or resignation for Good Reason, including a multiplier of two times base salary and target incentive, and enhanced benefits (2.99 multiplier) in the event of a Change of Control.

Frequently Asked Questions

The primary reason for the leadership change is the potential transition of current CEO Frank J. Bisignano to a public service role as Commissioner of Social Security. Fiserv is proactively planning for this succession to ensure a smooth leadership transition.

Michael P. Lyons will become CEO on the earlier of two dates: (i) confirmation of Frank J. Bisignano as Commissioner of Social Security by the U.S. Senate, or (ii) June 30, 2025. He will assume the role of President and CEO-Elect on January 27, 2025.

Mr. Lyons' initial compensation includes a base salary of $1,300,000, a target annual cash incentive opportunity of 200% of his base salary, and initial equity awards valued at approximately $16.1 million for 2025 (comprising RSUs and PSUs). Additionally, he will receive replacement awards totaling over $11.6 million in cash and further equity grants to compensate for unvested awards from his previous employer.

Effective upon the CEO Transition Date, the roles of Chairman and CEO will be separated. Doyle R. Simons, the lead independent director, will serve as the non-executive Chairman of the Board, while Michael P. Lyons will assume the CEO role.