UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to §240.14a-12 |
FISERV, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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255 Fiserv Drive
Brookfield, Wisconsin 53045
April 16, 20146, 2015
You are cordially invited to attend the annual meeting of shareholders of Fiserv, Inc. to be held at our corporate offices in Brookfield, Wisconsin on Wednesday, May 28, 201420, 2015 at 10:00 a.m. This is an important day on the Fiserv calendar, as it is an opportunity to review our financial results and strategic progress in providing our clients, and their customers, innovative technology products and services.
Information about the meeting and the matters on which shareholders will act is set forth in the accompanying Notice of 2015 Annual Meeting of Shareholders and Proxy Statement. Following action on these matters, we will present a report on our business activities. You can find financial and other information about Fiserv in the accompanying Form 10-K for the fiscal year ended December 31, 2014. We welcome your comments or inquiries about our business that would be of general interest to shareholders during the meeting.
We urge you to be represented at the annual meeting, regardless of the number of shares you own or whether you are able to attend the annual meeting in person, by voting as soon as possible. Shareholders can vote their shares via the Internet, by telephone or telephone using the instructions set forth on the enclosedby mailing a completed and signed proxy card. You also may votecard (or voting instruction form if you hold your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope.through a broker).
Sincerely,
Jeffery W. Yabuki
President and Chief Executive Officer
2015 Proxy Statement |
Notice of 2015 Annual Meeting of Shareholders
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTime and Date:
TO BE HELD MAY 28, 2014Wednesday, May 20, 2015, at 10:00 a.m. local time
To the Shareholders of Place:
Fiserv Inc.:
The annual meeting of shareholders of Fiserv, Inc. will be held at our corporate offices atCorporate Offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045 on Wednesday, May 28, 2014, at 10:00 a.m. local time for the following purposes, which are set forth more completely in the accompanying proxy statement:
Matters To Be Voted On:
1. |
2. |
3. |
4. |
Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.
The boardWho Can Vote:
Holders of directors has fixedFiserv stock at the close of business on March 23, 2015.
Date of Mailing:
On April 1, 2014 as6, 2015, we began mailing the record date for determining shareholders entitled to notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to vote at, the annual meeting and at any adjournments or postponements thereof.shareholders.
By order of the board of directors,
Lynn S. McCreary
Secretary
April 16, 20146, 2015
Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 28, 2014:20, 2015: The proxy statement, and2014 annual report to security holders are available at
http://www.proxyvote.com.
Your vote is important. Our proxy statement is included with this notice. To vote your shares, please mark, sign, dateon Form 10-K and return your proxy card orthe means to vote by Internet or telephone as soon as possible.are available at http://www.proxyvote.com.
2015 Proxy Statement |
PROXY STATEMENTProxy Statement Table of Contents
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Security Ownership of Certain Beneficial Owners and Management | 8 | |||
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2015 Proxy Statement |
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting
Time and Date: | Wednesday, May 20, 2015, at 10:00 a.m. local time | |
Place: | Fiserv Corporate Offices | |
255 Fiserv Drive | ||
Brookfield, Wisconsin 53045 | ||
Record Date: | March 23, 2015 | |
Voting: | Shareholders as of the record date are entitled to vote by Internet at www.proxyvote.com; telephone at 1-800-690-6903; completing and returning their proxy card or voter instruction card; or in person at the annual meeting (street holders must obtain a legal proxy from their bank, broker or other nominee granting the right to vote). |
Proxy Statement
This proxy statement is furnished in connection with the solicitation on behalf of the board of directors of Fiserv, Inc., a Wisconsin corporation, of proxies for use at our 2015 annual meeting of shareholders. This proxy statement is being sent and made available to our shareholders entitled to vote at the annual meeting on or about April 6, 2015.
Purposes of Annual Meeting
Agenda Item
| Board Vote Recommendation
| Page Reference for More Detail
| ||||
1. | Election of Directors | FOR each | 10 | |||
The board of directors has nominated ten individuals for election as directors. All nominees are currently serving as directors and all, except Mr. Yabuki, our President and Chief Executive Officer, are independent. We believe that each nominee for director has the requisite experience, integrity and sound business judgment to serve as a director.
| Director Nominee | |||||
2. | Advisory Vote on Named Executive Officer Compensation | FOR | 25 | |||
The board of directors is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our compensation program for named executive officers is designed to create long-term shareholder value by rewarding performance as described in the Compensation Discussion and Analysis section of this proxy statement.
| ||||||
3. | Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm As a matter of good corporate governance, the audit committee of the board of directors is seeking ratification of its appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015. | FOR | 54 |
01 2015 Proxy Statement |
Agenda Item
| Board Vote Recommendation
| Page Reference for More Detail
| ||||
4. | Shareholder Proposal on Executive Retention of Stock (if properly presented) We require all of our executive officers to maintain a significant amount of stock, we have a strong culture of stock ownership, and we have policies that align the interests of our executive officers with the long-term interests of our shareholders.In light of these considerations and the potential negative consequences that this proposal could have, we do not believe that this proposal is in the best interest of our shareholders.
| AGAINST | 56 |
Executing on Our Strategy
We delivered strong results in 2014 highlighted by adjusted internal revenue growth of 4% and adjusted earnings per share of $3.37, a 13% increase over 2013. We made progress in strategic areas that we believe will enhance our future results and continued to enhance our level of competitive differentiation through innovation and integration. As discussed further in the Compensation Discussion and Analysis section of this proxy statement, our named executive officer compensation for 2014 was paid or awarded in the context of these results.
Adjusted internal revenue growth and adjusted earnings per share are non-GAAP financial measures. See Appendix A to this proxy statement for information regarding these measures and a reconciliation to the most directly comparable GAAP measures.
2014 Compensation Highlights
We did not increase the base salary of our chief executive officer in 2014. We paid him a cash incentive award equal to 129% of his target award because we exceeded his target adjusted earnings per share and adjusted internal revenue growth performance goals, and the value of equity compensation we granted to him was more than two times the cash compensation paid to him.
We paid cash incentive awards to other named executive officers above target levels because, among other things, we exceeded the target adjusted earnings per share and target adjusted internal revenue growth performance goals for 2014. The other named executive officers received annual equity incentive awards in 2014 generally at or above target levels reflecting performance at or above target. As a group, 80% of the compensation paid to our named executive officers was in the form of incentive awards, more than half of which was in the form of equity. In addition, more than three-quarters of the aggregate equity awards granted to our named executive officers were in the form of stock options, which are inherently performance-based and have value only to the extent that the price of our stock increases.
In 2014, our board of directors adopted a policy that prohibits our directors and executive officers from hedging or pledging our stock, and our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers. In addition, in 2015, our executive officers executed amendments to their outstanding equity award agreements to revise the criteria for retirement and post-retirement treatment of such awards. These changes enable our executive officers to retain their equity awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term interests with those of our shareholders as they approach possible retirement.
We encourage you to review the “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under “Executive Compensation.”
02 2015 Proxy Statement |
Compensation Practices What We Do ü Our compensation committee strives to provide total compensation at a level comparable to the 50th percentile of our peers with an opportunity for 75th percentile compensation for superior performance. In 2014, the total compensation of our chief executive officer was between the 50th and 60th percentile of our peers, and the total compensation of our other named executive officers was up to the 60th percentile of our peers. ü We provide cash incentive awards based on achievement of annual performance goals and equity compensation that promotes long-term financial and operating performance by delivering incremental value to executive officers to the extent our stock price increases over time. ü We have a stock ownership policy that requires our executive officers to acquire and maintain a significant amount of Fiserv equity, and in 2015, we amended the terms of the equity awards granted to our executive officers to enable them to retain their awards following a qualified retirement, subject to compliance with ongoing obligations, which further aligns their long-term interests with those of our shareholders as they approach possible retirement. ü We have a policy that prohibits our executive officers from hedging or pledging Fiserv stock. ü We have a compensation recoupment, or “clawback,” policy. | What We Don’t Do X In 2014, our compensation committee adopted a policy not to enter into new excise tax gross-up arrangements with executive officers. X We don’t provide separate pension programs, a supplemental executive retirement plan or other post-retirement payments to our named executive officers. X We generally don’t provide personal-benefit perquisites to our named executive officers. |
03 2015 Proxy Statement |
Board Nominees
The board met five times during 2014 and each of our directors attended 75% or more of the aggregate number of meetings of the board and the committees on which he or she served, in each case while the director was serving on our board of directors during 2014. The following table provides summary information on each director nominee. For more information about each director nominee, please see pages 11–15.
Name
| Age
| Director Since
| Principal Occupation
| Independent (Y/N)
| Current Committee Memberships
| |||||||||||||||
Daniel P. Kearney* | 75 | 1999 | Financial Consultant | Y | ||||||||||||||||
Alison Davis | 53 | 2014 | Managing Partner, Fifth Era | Y | Audit | |||||||||||||||
Christopher M. Flink | 43 | 2012 | Partner, IDEO | Y | Audit | |||||||||||||||
Nominating and Corp. Governance | ||||||||||||||||||||
Dennis F. Lynch | 66 | 2012 | Chairman, Cardtronics, Inc. | Y | Compensation | |||||||||||||||
Denis J. O’Leary | 58 | 2008 | Managing Partner, Encore Financial Partners, Inc. | Y | Audit | |||||||||||||||
Nominating and Corp. Governance | ||||||||||||||||||||
Glenn M. Renwick + | 59 | 2001 | Chairman, President and Chief Executive Officer, The Progressive Corporation | Y | Compensation | |||||||||||||||
Kim M. Robak + | 59 | 2003 | Partner, Mueller Robak, LLC | Y | Nominating and Corp. Governance | |||||||||||||||
Doyle R. Simons | 51 | 2007 | President and Chief Executive Officer, Weyerhaeuser Company | Y | Compensation | |||||||||||||||
Thomas C. Wertheimer + | 74 | 2003 | Financial Consultant | Y | Audit | |||||||||||||||
Jeffery W. Yabuki | 55 | 2005 | President and Chief Executive Officer, Fiserv, Inc. | N |
* Chairman of the Board + Committee Chair
04 2015 Proxy Statement |
The board of directors of Fiserv, Inc., a Wisconsin corporation, is soliciting shareholders’ proxies in connection with our annual meeting of shareholders to be held on Wednesday, May 28, 201420, 2015 at 10:00 a.m. local time, or at any adjournment or postponement of the meeting. At the meeting, we will vote on the matters described in this proxy statement and in the accompanying notice. The annual meeting will be held at our principal executive offices located at 255 Fiserv Drive, Brookfield, Wisconsin 53045. We intend to mail this proxy statement and accompanying proxy card onOn or about April 16, 20146, 2015, we mailed the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to all shareholders entitled to vote at the annual meeting.
Purposes of Annual Meeting
The annual meeting has been called for the purposes of: electing seven directors to serve for a one-year term; approving, on an advisory basis, the compensation of our named executive officers; ratifying the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2014; voting on a shareholder proposal relating to confidential voting, if properly presented at the annual meeting; and transacting such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
Solicitation of Proxies
We will pay the cost of soliciting proxies on behalf of the board of directors. In addition to the use of mail, our directors, officers and other employees may solicit proxies by personal interview, telephone or electronic communication. None of them will receive any special compensation for these efforts. We have retained the services of Georgeson Inc. (“Georgeson”) to assist us in soliciting proxies. Georgeson may solicit proxies by personal interview, mail, telephone or electronic communications. We expect to pay Georgeson its customary fee, approximately $10,000, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We also have made arrangements with brokerage firms, banks, nominees and other fiduciaries to forward proxy materials to beneficial owners of shares. We will reimburse such record holders for the reasonable out-of-pocket expenses incurred by them in connection with forwarding proxy materials.
Proxies
You should complete and return the accompanying form of proxy regardless of whether you attend the annual meeting in person. You may revoke your proxy at any time before it is exercised by: giving our corporate Secretary written notice of revocation; giving our corporate Secretary a properly executed proxy of a later date; or attending the annual meeting and voting in person; provided that, if your shares are held of record by a broker, bank or other nominee, you must obtain a proxy issued in your name from the record holder. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to Lynn S. McCreary, Executive Vice President, General Counsel and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045.
The persons named as proxies in the accompanying proxy card have been selected by the board of directors and will vote shares represented by valid proxies. All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies. If nothing is specified, the proxies will be voted: to elect each of the board’s nominees for director; to approve the compensation of our named executive officers as disclosed in this proxy statement; to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm; and against the shareholder proposal relating to confidential voting, if properly presented at the annual meeting. Our board of directors is unaware of any other matters that may be presented for action at our annual meeting. If other matters do properly come before the annual meeting or any adjournments or postponements thereof, it is intended that shares represented by proxies will be voted in
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the discretion of the proxy holders. Proxies solicited hereby will be returned to the board of directors and will be tabulated by an inspector of election, who will not be an employee or director of Fiserv, Inc., designated by the board of directors.
Record Date and Required Vote
The board of directors has fixed the close of business on April 1, 2014 as the record date for determining shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, there were 251,438,243 shares of common stock outstanding and entitled to vote, and we had no other classes of securities outstanding. All of these shares are to be voted as a single class, and each holder is entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. The presence, in person or by proxy, of at least a majority of the outstanding shares of common stock entitled to vote at the annual meeting will constitute a quorum for the transaction of business. Holders of shares that abstain from voting or that are subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. In the event there are not sufficient votes for a quorum or to approve a proposal at the time of the annual meeting, the annual meeting may be adjourned or postponed, in our sole discretion, in order to permit the further solicitation of proxies.
Directors will be elected by a majority of votes cast at the annual meeting. A description of the majority voting provisions in our by-laws appears below under the heading “Election of Directors – Majority Voting.” For each of Proposals 2, 3 and 4 to be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. For each of these proposals, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome.
Voting
Shareholders can appoint a proxy by: marking their vote on their proxy card, signing and dating it, and returning it promptly in the enclosed envelope, which requires no postage if mailed in the United States; calling a toll-free number in accordance with the instructions on their proxy card; or voting on-line in accordance with the instructions on their proxy card.
Shareholders who hold shares through a bank, broker or other record holder may vote by the methods that their bank or broker makes available, in which case the bank or broker will include instructions with this proxy statement. Shareholders voting via the Internet or by telephone will bear any costs associated with electronic or telephone access, such as usage charges from Internet access providers and telephone companies.
An individual who has a beneficial interest in shares of our common stock allocated to his or her account under the Fiserv, Inc. 401(k) savings plan may vote the shares of common stock allocated to his or her account. We will provide instructions to participants regarding how to vote. If no direction is provided by the participant about how to vote his or her shares, the trustee of the Fiserv, Inc. 401(k) savings plan will vote the shares in the same manner and in the same proportion as the shares for which voting instructions are received from other participants, except that the trustee, in the exercise of its fiduciary duties, may determine that it must vote the shares in some other manner.
Notice of Internet Availability of Proxy Materials In accordance with rules and regulations adopted by the Securities and Exchange Commission, we may furnish our proxy statement and annual report to shareholders of record by providing access to those documents on the Internet instead of mailing printed copies. The notice you received regarding the Internet availability of our proxy materials (the “Notice”) provides instructions on how to access our proxy materials and cast your vote over the Internet, by telephone or by mail. Shareholders’ access to our proxy materials via the Internet allows us to reduce printing and delivery costs and lessen adverse environmental impacts. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting those materials. Solicitation of Proxies We will pay the cost of soliciting proxies on behalf of the board of directors. Our directors, officers and other employees may solicit proxies by mail, personal interview, telephone or electronic communication. None of them will receive any special compensation for these efforts. We have retained the services of Georgeson Inc. (“Georgeson”) to assist us in soliciting proxies. Georgeson may solicit proxies by personal interview, mail, telephone or electronic communications. We expect to pay Georgeson its customary fee, approximately $10,000, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We also have made arrangements with brokerage firms, banks, nominees and other fiduciaries to forward proxy materials to beneficial owners of shares. We will reimburse such record holders for the reasonable out-of-pocket expenses incurred by them in connection with forwarding proxy materials. | Proxies solicited hereby will be returned to the board of directors and will be tabulated by an inspector of election, who will be designated by the board of directors and will not be an employee or director of Fiserv, Inc. Holders Entitled to Vote The board of directors has fixed the close of business on March 23, 2015 as the record date for determining shareholders entitled to notice of, and to vote at, the annual meeting. On the record date, there were 237,885,294 shares of common stock outstanding and entitled to vote, and we had no other classes of securities outstanding. All of these shares are to be voted as a single class, and you are entitled to cast one vote for each share you held as of the record date on all matters submitted to a vote of shareholders. Voting Your Shares You may vote: By Internet Visit www.proxyvote.com By telephone Dial toll-free 1-800-690-6903 By mailing your proxy card If you requested a printed copy of the proxy materials, mark your vote on the proxy card, sign and date it and return it in the enclosed envelope. In person If you are a shareholder of record you may join us in person at the annual meeting. Voting through the Internet or by telephone. You may direct your vote by proxy without attending the annual meeting. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice. Shareholders voting via the Internet | |||
05 2015 Proxy Statement |
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or by telephone will bear any costs associated with electronic or telephone access, such as usage charges from Internet access providers and telephone companies. Voting by proxy card. If you requested a printed copy of the proxy materials, you may vote by returning a proxy card that is properly signed and completed. The shares represented by that card will be voted as you have specified. Banks, brokers or other nominees. Shareholders who hold shares through a bank, broker or other nominee may vote by the methods that their bank or broker makes available, in which case the bank or broker will include instructions with the Notice or this proxy statement. If you wish to vote in person at the annual meeting, you must obtain a legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the annual meeting. 401(k) savings plan. An individual who has a beneficial interest in shares of our common stock allocated to his or her account under the Fiserv, Inc. 401(k) savings plan may vote the shares of common stock allocated to his or her account. We will provide instructions to participants regarding how to vote. If no direction is provided by the participant about how to vote his or her shares, the trustee of the Fiserv, Inc. 401(k) savings plan will vote the shares in the same manner and in the same proportion as the shares for which voting instructions are received from other participants, except that the trustee, in the exercise of its fiduciary duties, may determine that it must vote the shares in some other manner. Proxies Daniel P. Kearney, Chairman of the board of directors, Jeffery W. Yabuki, President and Chief Executive Officer, and Lynn S. McCreary, Chief Legal Officer and Secretary, have been selected by the board of directors as proxy holders and will vote shares represented by valid proxies. All shares represented by valid proxies received and not revoked before they are exercised will be voted in the manner specified in the proxies. If nothing is specified, the proxies will be voted: to elect each of the board’s nominees for director; to | approve the compensation of our named executive officers as disclosed in this proxy statement; to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; and against the shareholder proposal relating to executive retention of stock, if properly presented at the annual meeting. Our board of directors is unaware of any other matters that may be presented for action at our annual meeting. If other matters do properly come before the annual meeting or any adjournments or postponements thereof, it is intended that shares represented by proxies will be voted in the discretion of the proxy holders. You may revoke your proxy at any time before it is exercised by doing any of the following: • entering a new vote using the Internet or by telephone • giving written notice of revocation to Lynn S. McCreary, Chief Legal Officer and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045 • submitting a subsequently dated and properly completed proxy card • attending the annual meeting and voting in person However, if your shares are held of record by a bank, broker or other nominee, you must obtain a proxy issued in your name from the record holder. Quorum The presence, in person or by proxy, of at least a majority of the outstanding shares of common stock entitled to vote at the annual meeting will constitute a quorum for the transaction of business. Holders of shares that abstain from voting or that are subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. In the event there are not sufficient votes for a quorum or to approve a proposal at the time of the annual meeting, the annual meeting may be adjourned or postponed, in our sole discretion, in order to permit the further solicitation of proxies. | |||
06 2015 Proxy Statement |
Required Vote
Proposal | Voting Standard | |||||
1. | Election of directors | A director will be elected if the number of shares voted “for” that director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. | ||||
2. | To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement | |||||
3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015 | To be approved, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. | ||||
4. | To vote on a shareholder proposal relating to executive retention of stock, if properly presented at the annual meeting | |||||
For each of these proposals, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome. |
07 2015 Proxy Statement |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 21, 201413, 2015 by: each current director and director nominee; each executive officer appearing in the Summary Compensation Table; all directors and executive officers as a group; and any person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock based on our review of the reports regarding ownership filed with the Securities and Exchange Commission in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). In December 2013, we completed a two-for-one split of our common stock. Accordingly, all amounts are presented on a split-adjusted basis.Act.
Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned(2) | Percent of Class(3) | ||||||
T. Rowe Price Associates, Inc.(4) 100 E. Pratt Street Baltimore, Maryland 21202 | 34,976,775 | 13.9 | % | |||||
The Vanguard Group, Inc.(5) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 17,751,429 | 7.1 | % | |||||
BlackRock, Inc.(6) 40 East 52nd Street New York, New York 10022 | 13,751,564 | 5.5 | % | |||||
FMR LLC Edward C. Johnson 3d(7) 245 Summer Street Boston, Massachusetts 02210 | 13,222,906 | 5.3 | % | |||||
Jeffery W. Yabuki | 2,963,907 | 1.2 | % | |||||
Thomas J. Hirsch | 493,506 | * | ||||||
Mark A. Ernst | 188,531 | * | ||||||
Rahul Gupta | 259,032 | * | ||||||
Byron C. Vielehr | — | * | ||||||
Donald F. Dillon | 3,815,174 | 1.5 | % | |||||
Christopher M. Flink | 3,086 | * | ||||||
Daniel P. Kearney | 75,074 | * | ||||||
Dennis F. Lynch | 5,846 | * | ||||||
Denis J. O’Leary | 67,430 | * | ||||||
Glenn M. Renwick | 123,645 | * | ||||||
Kim M. Robak | 74,399 | * | ||||||
Doyle R. Simons | 63,155 | * | ||||||
Thomas C. Wertheimer | 50,819 | * | ||||||
All directors and executive officers as a group (17 people) | 8,365,389 | 3.3 | % |
Name and Address of Beneficial Owner(1)
| Number of Shares of Common Stock Beneficially Owned (2)
| Percent of Class (3)
| ||||||
T. Rowe Price Associates, Inc.(4) | ||||||||
100 E. Pratt Street | ||||||||
Baltimore, Maryland 21202 | 33,406,191 | 14.0% | ||||||
The Vanguard Group, Inc.(5) | ||||||||
100 Vanguard Blvd. | ||||||||
Malvern, Pennsylvania 19355 | 19,051,250 | 8.0% | ||||||
BlackRock, Inc.(6) | ||||||||
55 East 52nd Street | ||||||||
New York, New York 10022 | 13,723,116 | 5.8% | ||||||
Jeffery W. Yabuki | 2,724,364 | 1.1% | ||||||
Thomas J. Hirsch | 509,708 | * | ||||||
Mark A. Ernst | 318,778 | * | ||||||
Rahul Gupta | 226,008 | * | ||||||
Byron C. Vielehr | — | * | ||||||
Alison Davis | — | * | ||||||
Christopher M. Flink | 9,686 | * | ||||||
Daniel P. Kearney | 81,674 | * | ||||||
Dennis F. Lynch | 12,446 | * | ||||||
Denis J. O’Leary | 71,739 | * | ||||||
Glenn M. Renwick | 131,483 | * | ||||||
Kim M. Robak | 72,460 | * | ||||||
Doyle R. Simons | 70,873 | * | ||||||
Thomas C. Wertheimer | 52,241 | * | ||||||
All directors and executive officers as a group (18 people) | 4,490,418 | 1.9% |
* Less than 1%.
(1) | Unless otherwise indicated, the address for each beneficial owner is care of Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045. |
(2) | All information with respect to beneficial ownership is based upon filings made by the respective beneficial owners with the Securities | and Exchange Commission or information provided to us by such beneficial owners. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. |
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08 2015 Proxy Statement |
Includes stock options, which, as of March 21, 2014, were exercisable currently or within 60 days: Mr. Yabuki – 2,770,624; Mr. Hirsch – 452,176; Mr. Ernst – 153,054; Mr. Gupta – 214,764; Mr. Dillon – 42,524; Mr. Flink – 2,320; Mr. Kearney – 42,524; Mr. Lynch – 4,394; Mr. O’Leary – 33,822; Mr. Renwick – 49,368; Ms. Robak – 36,388; Mr. Simons – 35,508; Mr. Wertheimer – 36,388; and all directors and executive officers as a group – 4,024,696. Includes restricted stock units, which, as of March 21, 2014, were due to vest within 60 days: Mr. Gupta – 1,594 and all directors and executive officers as a group – 3,566.
Includes shares deferred under vested restricted stock units: Mr. Hirsch – 16,944; Mr. Kearney – 9,758; Mr. Lynch – 1,452; Mr. O’Leary – 8,068; Mr. Renwick – 11,558; Ms. Robak – 5,504; Mr. Simons – 11,558; and all directors and executive officers as a group – 64,842. Also includes shares eligible for issuance pursuant to the non-employee director deferred compensation plan: Mr. Kearney – 13,448; Mr. O’Leary – 13,038; Mr. Renwick – 16,425; Ms. Robak – 5,833; Mr. Simons – 14,839; and all directors as a group – 63,583.
Mr. Dillon is a trustee of the Dillon Foundation which holds 267,500 shares of our common stock. Mr. Kearney is a trustee of the Daniel and Gloria Kearney Foundation which holds 3,400 shares of our common stock. Mr. Yabuki is a trustee of the Yabuki Family Foundation which holds 23,600
31 2015 Proxy Statement |
Mix of Compensation Components
We believe that the mix of compensation that we pay helps us to achieve our compensation objectives.
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Fixed and variable compensation | We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility, with direct impact on company results. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term and long-term focus | We seek to create incentives to achieve near-term goals by providing annual cash incentives, which are based on annual performance measures. We seek to create incentives to achieve long-term goals by granting equity awards with multi-year vesting periods, the ultimate value of which depends on our | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Peer Group To determine peer group compensation for an executive officer, the committee reviewed publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our other executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position. The peer group that we used for 2014 and approved by the committee is set forth below:
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32 2015 Proxy Statement |
We believe our peer group is comprised of companies comparable to ours based on our industry, company size and competition for managerial talent. In this regard, we include: companies that compete with us for managerial talent; companies that directly compete with us in our primary businesses; companies with similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and other publicly traded business-to-business, service-based companies that are of similar size based primarily on annual revenue and market capitalization.
2014 Named Executive Officer Compensation
Base Salaries
In 2014, we increased the base salaries of Messrs. Gupta and Hirsch to recognize their performance and better align their base salary compensation with those holding comparable positions at peer companies. We did not increase the base salaries of our other named executive officers in 2014. We have not increased the base salary of our chief executive officer in the last nine years.
Cash Incentive Awards
2013 Named Executive Officer Compensation
Base Salaries
We have not increased the base salary of our chief executive officer in the last eight years, and we did not increase the base salaries of our other named executive officers in 2013.
Cash Incentive Awards
Certain Terminology
In this section of the proxy statement, we use a number of financial terms. Set forth below is a description of these terms:
Adjusted earnings per share, is calculated as earnings per share from continuing operations in accordance with generally accepted accounting principles, excluding merger and integration-related costs, severance costs, amortization of acquisition-related intangible assets, and certain other non-operating gains and losses or unusual items.
Adjustedadjusted internal revenue growth is measured as the increase in adjusted revenue, excluding the impact of acquisitions and dispositions, for the current year divided by adjusted revenue from the prior year. Adjusted revenue is calculated as total revenue in accordance with generally accepted accounting principles, excluding output solutions postage reimbursements and including deferred revenue purchase
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Adjusted consolidated net operating profit is calculated as total revenue minus total operating expenses, excluding share-based compensation and the capitalization and amortizationare non-GAAP financial measures. See Appendix A to this proxy statement for a definition of internally developed software, and is adjusted for the items described in the calculation of adjusted earnings per share. Adjusted business unit or group net operating profit is calculated in the same manner using business unit or group revenue, expenses and adjustments as applicable.
Stock Splitthese measures.
In December 2013, we completed a two-for-one split of our common stock. Accordingly, all per share amounts are presented on a split-adjusted basis.
Messrs. Yabuki and Hirsch
The cash incentive payments to Messrs. Yabuki and Hirsch for 20132014 were based on adjusted earnings per share and adjusted internal revenue growth. We use adjusted earnings per share as a performance measure because we believe that there is a direct correlation between the increase in adjusted earnings per share and shareholder value. For 2013, we set the target adjusted earnings per share performance goal at $2.93, which represented a 15% increase over our 2012 adjusted earnings per share. We use adjusted internal revenue growth because we believe that the long-term value of our enterprise depends on our ability to grow revenue without regard forto acquisitions. For 2014, we set the target adjusted earnings per share performance goal at $3.31, which represented an 11% increase over our 2013 adjusted earnings per share. For 2014, we set the target adjusted internal revenue growth performance goal at 3.4%3.7% compared to adjusted internal revenue growth of 2%2.7% in 2012.2013. For 2013,2014, the threshold, target, maximum and actual amounts for Messrs. Yabuki and Hirsch were as follows:
Performance Measure (weighting) | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum | Actual | ||||||||||||||||||
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Adjusted Earnings Per Share (60%) | $2.81 | $2.93 | $3.23 or more | $2.99 | $3.16 | $3.31 | $3.52 or more | $3.37 | ||||||||||||||||||
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Adjusted Internal Revenue Growth (40%) | 1.0% | 3.4% | 6.5% or more | 2.7% | 1.2% | 3.7% | 6.2% or more | 4.3% | ||||||||||||||||||
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J. Yabuki | 75% | 150% | 300% | 162% | 75% | 150% | 300% | 193% | ||||||||||||||||||
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T. Hirsch | 45% | 90% | 180% | 97% | 50% | 100% | 200% | 129% | ||||||||||||||||||
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33 2015 Proxy Statement |
Mr. Ernst
The cash incentive payment to Mr. Ernst for 20132014 was based on achievement of adjusted earnings per share, adjusted internal revenue growth and adjusted consolidated net operating profit. Similar to other named executive officers, these company-wide performance measures are designed to drive internal revenue growth and profitability. In addition, we considered adjusted consolidated net operating profit because we believe it is a key metric that Mr. Ernst can influence in his capacity ashas the ability to drive high quality revenue growth and effectively managing our Chief Operating Officer.costs through operational effectiveness programs. For 2013,2014, the threshold, target, maximum and actual amounts for Mr. Ernst were as follows:
Performance Measure (weighting) | Threshold | Target | Maximum | Actual | Threshold | Target | Maximum | Actual | ||||||||||||||||||
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Adjusted Earnings Per Share (30%) | $2.81 | $2.93 | $3.23 or more | $2.99 | $3.16 | $3.31 | $3.52 or more | $3.37 | ||||||||||||||||||
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Adjusted Internal Revenue Growth (40%) | 1.0% | 3.4% | 6.5% or more | 2.7% | 1.2% | 3.7% | 6.2% or more | 4.3% | ||||||||||||||||||
Adjusted Consolidated Net Operating Profit (in millions) (30%) | $1,335 | $1,385 | $1,490 | $1,380 | ||||||||||||||||||||||
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Consolidated Net Operating Profit (in millions) (30%) | $1,415 | $1,465 | $1,560 | $1,475 | ||||||||||||||||||||||
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Award as a Percentage of Base Salary | 63% | 125% | 250% | 124% | 63% | 125% | 250% | 154% | ||||||||||||||||||
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Mr.Messrs. Gupta and Vielehr
The cash incentive payment to Mr.each of Messrs. Gupta and Vielehr for 20132014 was based on the achievement of adjusted earnings per share, adjusted internal revenue growth, adjusted consolidated net operating profit and group-level results (group net
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operating profit (20%) and group revenue (20%)). The committee consideredSimilar to other named executive officers, adjusted earnings per share, adjusted internal revenue growth and adjusted consolidated net operating profit because we are focused on profitably growing companydesigned to drive internal revenue growth and profitability, and Mr. Gupta and Mr. Vielehr had the ability to significantly impact those results as the president of our Digital Solutions group.Group and Depository Institution Services Group, respectively. Mr. Gupta served as president of our Digital Solutions Group for most of 2014 and in November 2014 assumed the role of president of our newly created Billing and Payments Group. The committee considered the group-level results because it believed they were most relevant to, and could be most directly influenced by Mr. Gupta.Messrs. Gupta and Vielehr. The adjusted earnings per share, adjusted internal revenue growth and adjusted consolidated net operating profit threshold, target and maximum goals for Mr.Messrs. Gupta and Vielehr were set at the same levels set forth above for our other named executive officers. With respect to group net operating profit and group revenue, we set the performance goal levels for each of Mr. Gupta and Mr. Vielehr such that we believed that it would be unlikely that the top end of the range would be achieved, but it would be reasonably likely that the target could be achieved. For 2013,2014, the threshold, target, maximum and actual results were as follows:
Performance Measure (weighting) | Threshold | Target | Maximum | Actual | ||||
Adjusted Earnings Per Share (10%) | $2.81 | $2.93 | $3.23 or more | $2.99 | ||||
Adjusted Internal Revenue Growth (35%) | 1.0% | 3.4% | 6.5% or more | 2.7% | ||||
Adjusted Consolidated Net Operating Profit (in millions) (15%) | $1,335 | $1,385 | $1,490 | $1,380 | ||||
Group–Level Results (40%) | ||||||||
Award as a Percentage of Base Salary | 55% | 110% | 220% | 105% |
Adjusted Earnings Per Share (10%) Adjusted Internal Revenue Growth (35%) Consolidated Net Operating Profit (in millions) (15%) Group-Level Results (40%) Award as a Percentage of Base Salary R. Gupta B. Vielehr Mr. VielehrPerformance Measure(weighting) Threshold Target Maximum Actual $3.16 $3.31 $3.52 or more $3.37 1.2% 3.7% 6.2% or more 4.3% $1,415 $1,465 $1,560 $1,475 55% 110% 220% 118% 55% 110% 220% 137%
Mr. Vielehr joined our company in December 2013 and was not eligible for a cash incentive award for 2013.
34 2015 Proxy Statement |
Equity Incentive Awards
The committee established threshold, target and maximum values of total equity awards comprised of stock options and restricted stock units, expressed as a percentage of base salary, which Messrs. Yabuki, Hirsch, Ernst and Gupta could receive. The target equity awards generally reflect the committee’s assessment of the level of an executive officer’s responsibilities within the company. On February 20, 2013,19, 2014, we granted equity awards to Messrs. Yabuki, Hirsch, Ernst and Gupta based on the committee’s judgment of each executive’s prospective performance including with respect to leadership,strategic impact, growth, talent development, risk management, financial results, and, other than with respect to his own awards, the recommendation of our chief executive officer. The mix of options and restricted stock units granted is determined by the committee based on the expressed preference of the executive officer which is considered in the context of the committee’s overall performanceassessment of the executive officer’s compensation. The equity mix awarded by the committee is consistent with our objective of emphasizing performance-based compensation and strategic alignmentaligning our executive officers’ economic interests with those of our shareholders.
For 2014, the compensation committee increased the target and maximum equity grantsawards available to executives serving in comparableMessrs. Hirsch, Ernst and Gupta to provide them with equity opportunities that are better aligned with the equity compensation available to individuals holding similar positions at our peer companies. The grant date fair value of the annual equity incentive awards, restricted stock units and options combined, as a percentage of base salary were as follows:
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Annual Equity Incentive Awards | Threshold | Target | Maximum | Actual Award | Threshold | Target | Maximum | Actual Award | ||||||||||||||||||||||||||
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J. Yabuki | 238 | % | 476 | % | 952 | % | 633 | % | 238% | 476% | 952% | 691% | ||||||||||||||||||||||
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T. Hirsch | 100 | % | 200 | % | 300 | % | 274 | % | 100% | 250% | 350% | 260% | ||||||||||||||||||||||
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M. Ernst | 100 | % | 200 | % | 300 | % | 243 | % | 100% | 250% | 350% | 244% | ||||||||||||||||||||||
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R. Gupta | 75 | % | 125 | % | 200 | % | 167 | % | 75% | 150% | 250% | 149% | ||||||||||||||||||||||
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In addition, in February 2013, Mr. Gupta received a special awardUpon joining Fiserv at the end of 19,830 restricted stock units in recognition of his accomplishments to date in our payment businesses and his continuing leadership in driving growth in our strategically important digital solutions. In December 2013, Mr. Vielehr received stock options and restricted stock units having an aggregate grant date fair value of approximately $4 million to induce him to join the company. The grant was intended to immediately and strongly align Mr. Vielehr’s interests with those of our shareholders and, in part, recognize that he was forfeiting significant benefits upon leaving his prior employer. As a result, Mr. Vielehr willwas not be eligible for an annual equity incentive award until 2015.in 2014.
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35 2015 Proxy Statement |
Other Elements of Compensation
Other Elements of Compensation
Employee Stock Purchase Plan We maintain a tax-qualified employee stock purchase plan that is generally available to all employees, including executive officers, which allows employees to acquire our common stock at a discounted price on an after-tax basis. This plan allows employees to buy our common stock at a 15% discount to the market price with up to 10% of their salary and incentives (up to a maximum of $25,000 in any calendar year), with the objective of allowing employees to benefit when the value of our stock increases over time. Post-Employment Benefits We provide severance and change-in-control protections to our named executive officers through key executive employment and severance agreements Perquisites In 2014, we did not provide any personal-benefit perquisites to our named executive officers other than relocation-related expenses disclosed in footnote 3 to the Summary Compensation Table below and participation in an executive physical program. Retirement Savings Plan and Health and We provide subsidized health and welfare benefits which include medical, dental, life insurance, disability insurance and paid time off. Executive officers are entitled to participate in our health, welfare and 401(k) savings plans on generally the same terms and conditions as other employees, subject to limitations under applicable law. We subsidize supplemental long-term disability coverage for executive officers. We do not provide a separate pension program, supplemental executive retirement plan or other post-retirement payments to executive officers. Our employees, including executive officers, are immediately eligible for matching contributions under our 401(k) savings plan. Our matching contributions | are capped at 3% of annual cash compensation and vest after two years. Additional Compensation Policies Securities Trading Policy We prohibit our executive officers from trading in our common stock during certain periods at the end of each quarter until after we disclose our financial and operating results. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we require pre-clearance by our We also prohibit our employees, officers and directors from hedging or engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock. Stock Ownership We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our chief executive
creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. All named executive officers are |
36 2015 Proxy Statement |
Compensation Recoupment Policy In the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of the board, from any person who was serving as an executive officer of the company at the time the original results were published. Both cash and equity incentive awards are subject to recoupment; there is no time limit on our ability to recover such amounts, other than limits imposed by law; and recoupment is available to us regardless of whether the individuals subject to recoupment are still employed by us when repayment is required. To the extent recoupment is sought, the board of directors may, in its discretion, seek to recover interest on amounts recovered and/or costs of collection and we have the right to offset the repayment amount from any compensation owed by us to any executive officer. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for determining whether recoupment is appropriate and the specific amount, if any, to be recouped by us. Equity Award Grant Practices The compensation committee generally approves annual equity awards during its regularly-scheduled February meeting, after we issue our financial results for the prior year. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the compensation committee delegates its authority to our chief executive officer and chief operating officer to enable such individuals to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates.
| Deductibility of Compensation Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to our named executive officers (other than our chief
Employment and Other Agreements with Executive Officers Yabuki Employment Agreement In 2005, we entered into an employment agreement with Mr. Yabuki that provides that, during the term of his employment, Mr. Yabuki will serve as our president and chief executive officer and, subject to election by our shareholders, as a director. Under his employment agreement, as amended, Mr. Yabuki is entitled: (i) to receive an annual salary of at least $840,000; (ii) to participate in our executive incentive compensation plan with a target cash incentive award of not less than 125% of his base salary; (iii) to receive grants of options, restricted stock and/or other awards under our long-term incentive compensation program commensurate with his position; (iv) to receive up to four weeks of vacation; and (v) to participate in our employee benefit plans, welfare benefit plans, retirement plans and other standard benefits as are generally made available to our executive officers. The agreement automatically renews for one year terms unless either party gives |
37 2015 Proxy Statement |
the other 90 days prior written notice of his or its desire to terminate the agreement. In the event of a conflict between his employment agreement and the terms of an equity award agreement, his employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Yabuki’s employment agreement and KEESA resulted from an arm’s-length negotiation, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry. Ernst, Gupta and Vielehr Employment Agreements We entered into an employment agreement with each of Messrs. Ernst, Gupta and Vielehr pursuant to which we agreed to employ | Key Executive Employment and Severance Agreements We have entered into
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38 2015 Proxy Statement |
The compensation committee has reviewed and discussed the Glenn M. Renwick, Chairman Dennis F. Lynch Doyle R. Simons | Compensation Committee Interlocks and Insider Participation
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39 2015 Proxy Statement |
The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer and our next three highest paid executive officers (collectively, our “named executive officers”) for the year ended December 31, 2014.
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | ||||||||||||||||||||||
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Jeffery W.Yabuki | 2014 | $840,000 | — | $1,078,613 | $4,722,371 | $1,622,880 | $12,053 | $8,275,917 | ||||||||||||||||||||||
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President and Chief | 2013 | 840,000 | — | 916,074 | 4,400,022 | 1,359,036 | 11,965 | 7,527,097 | ||||||||||||||||||||||
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Executive Officer | 2012 | 840,000 | — | 2,458,003 | 2,600,546 | 1,154,160 | 12,155 | 7,064,864 | ||||||||||||||||||||||
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Thomas J. Hirsch | 2014 | 500,000 | — | 650,028 | 650,004 | 644,000 | 12,427 | 2,456,459 | ||||||||||||||||||||||
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Chief Financial Officer, | 2013 | 475,000 | — | 650,039 | 650,008 | 461,102 | 12,109 | 2,248,258 | ||||||||||||||||||||||
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Treasurer and Assistant | 2012 | 475,000 | — | 600,027 | 600,124 | 391,590 | 11,867 | 2,078,608 | ||||||||||||||||||||||
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Mark A. Ernst | 2014 | 575,000 | — | — | 1,400,005 | 886,291 | 11,923 | 2,873,219 | ||||||||||||||||||||||
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Chief Operating Officer | 2013 | 575,000 | — | 350,033 | 1,050,003 | 715,515 | 11,985 | 2,702,536 | ||||||||||||||||||||||
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2012 | 575,000 | — | 325,045 | 975,202 | 589,807 | 14,275 | 2,479,329 | |||||||||||||||||||||||
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Rahul Gupta | 2014 | 470,000 | — | 350,024 | 350,015 | 554,055 | 12,917 | 1,737,011 | ||||||||||||||||||||||
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Group President, | 2013 | 420,000 | — | 1,150,075 | 350,018 | 441,902 | 12,644 | 2,374,639 | ||||||||||||||||||||||
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Billing and Payments | 2012 | 420,000 | — | 275,048 | 275,064 | 368,076 | 12,834 | 1,351,022 | ||||||||||||||||||||||
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Byron C. Vielehr(4) | 2014 | 470,000 | $200,000 | — | — | 645,900 | 313,257 | 1,629,157 | ||||||||||||||||||||||
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Group President, | 2013 | 39,167 | — | 2,000,290 | 2,000,186 | — | 13,245 | 4,052,888 | ||||||||||||||||||||||
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(1) Reflects the grant date fair value of the awards granted in the respective years under the Incentive Plan. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements for the year ended December 31,
(3) The amounts shown in this column include company matching under our 401(k) savings plan; company-paid premiums for insurance; and if applicable, company contributions to a health savings account. For 2014, the amount shown for Mr. Vielehr also includes participation in our executive physical program and $301,517 of reimbursement for relocation-related expenses | pursuant to the terms of his employment agreement.
(4) Mr. Vielehr joined Fiserv on December 1, 2013. On March 15, 2014, Mr. Vielehr received a $200,000 cash payment pursuant to the terms of his employment agreement to compensate him for the benefits which he forfeited upon leaving his prior employer. For 2013, Mr. Vielehr’s base salary was paid at an annualized rate of $470,000. The amount shown reflects the actual amount of base salary paid to him during 2013. We granted restricted stock units and options to Mr. Vielehr on December 1, 2013 pursuant to his employment agreement. The grant was intended to immediately and strongly align Mr. Vielehr’s interests with those of our shareholders and, in part, recognize that he was forfeiting significant benefits upon leaving his prior employer. Mr. Vielehr did not receive any equity awards during 2014. |
40 2015 Proxy Statement |
The material terms of the company’s agreements with Messrs. Yabuki, Ernst, Gupta and Vielehr are set forth above under the heading “Compensation Discussion and Analysis – Employment and Other Agreements with Executive Officers.” Mr. Hirsch does not have an employment agreement, other than the KEESA, which, together with the estimated possible benefits payable thereunder, is discussed below.
Grants of Plan-Based Awards in 2014
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
| All Other Stock Awards; Number of Shares of | All Other Option Awards; Number of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock and | ||||||||||||||||||||||||||
Name
| Grant Date
| Threshold ($)
| Target ($)
| Maximum ($)
| Stock or Units (#)(1)
| Underlying Options (#)(1)
| Awards ($/Sh)
| Option Awards($)(2)
| ||||||||||||||||||||||
J. Yabuki | 630,000 | 1,260,000 | 2,520,000 | |||||||||||||||||||||||||||
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02/19/2014 | 18,933 | 1,078,613 | ||||||||||||||||||||||||||||
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02/19/2014 | 251,570 | 56.97 | 4,722,371 | |||||||||||||||||||||||||||
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T. Hirsch | 250,000 | 500,000 | 1,000,000 | |||||||||||||||||||||||||||
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02/19/2014 | 11,410 | 650,028 | ||||||||||||||||||||||||||||
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02/19/2014 | 34,627 | 56.97 | 650,004 | |||||||||||||||||||||||||||
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M. Ernst | 362,250 | 718,750 | 1,437,500 | |||||||||||||||||||||||||||
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02/19/2014 | 74,581 | 56.97 | 1,400,005 | |||||||||||||||||||||||||||
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R. Gupta | 258,500 | 517,000 | 1,034,000 | |||||||||||||||||||||||||||
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02/19/2014 | 6,144 | 350,024 | ||||||||||||||||||||||||||||
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02/19/2014 | 18,646 | 56.97 | 350,015 | |||||||||||||||||||||||||||
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B. Vielehr(3) | 258,500 | 517,000 | 1,034,000 | |||||||||||||||||||||||||||
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(1) We granted all of the equity awards reported above pursuant to the Incentive Plan. Unless otherwise noted, one-third of the restricted stock units vest on each of the second, third and fourth anniversaries of the grant date, and one-third of the stock options vest on each anniversary of the grant date. The options have an exercise price equal to the closing price of our common stock on the grant date and expire on the 10 year anniversary of the grant date. (2) The amounts in the table represent the grant date fair value of the awards. Information about the assumptions that we used to determine the grant fair value of the awards is set forth in our Annual Report on Form 10-K in Note 8 to our Consolidated Financial Statements for the |
34
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013
Option Awards(1) | Stock Awards(1) | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | ||||||||||||||||||
J. Yabuki | 126,104 | (3) | 7,446,441 | |||||||||||||||||||||
— | 350,224 | (4) | 40.35 | 02/20/2023 | ||||||||||||||||||||
80,450 | 160,900 | (5) | 32.64 | 02/22/2022 | ||||||||||||||||||||
219,460 | 109,730 | (6) | 30.86 | 02/23/2021 | ||||||||||||||||||||
388,826 | — | 23.85 | 02/24/2020 | |||||||||||||||||||||
543,984 | — | 16.37 | 02/26/2019 | |||||||||||||||||||||
51,652 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
190,548 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
248,784 | — | 27.35 | 02/23/2017 | |||||||||||||||||||||
450,000 | — | 23.05 | 12/01/2015 | |||||||||||||||||||||
290,000 | — | 23.05 | 12/01/2015 | |||||||||||||||||||||
T. Hirsch | 44,072 | (7) | 2,602,452 | |||||||||||||||||||||
— | 51,738 | (4) | 40.35 | 02/20/2023 | ||||||||||||||||||||
18,564 | 37,132 | (5) | 32.64 | 02/22/2022 | ||||||||||||||||||||
49,378 | 24,690 | (6) | 30.86 | 02/23/2021 | ||||||||||||||||||||
83,320 | — | 23.85 | 02/24/2020 | |||||||||||||||||||||
88,248 | — | 16.37 | 02/26/2019 | |||||||||||||||||||||
38,740 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
48,424 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
50,000 | — | 27.35 | 02/23/2017 | |||||||||||||||||||||
15,000 | — | 22.16 | 05/01/2016 | |||||||||||||||||||||
M. Ernst | 18,636 | (8) | 1,100,456 | |||||||||||||||||||||
— | 83,576 | (4) | 40.35 | 02/20/2023 | ||||||||||||||||||||
30,168 | 60,338 | (5) | 32.64 | 02/22/2022 | ||||||||||||||||||||
32,430 | 64,860 | (9) | 29.75 | 01/03/2021 | ||||||||||||||||||||
R. Gupta | 52,520 | (10) | 3,101,306 | |||||||||||||||||||||
— | 27,860 | (4) | 40.35 | 02/20/2023 | ||||||||||||||||||||
8,508 | 17,020 | (5) | 32.64 | 02/22/2022 | ||||||||||||||||||||
10,242 | 5,122 | (6) | 30.86 | 02/23/2021 | ||||||||||||||||||||
14,444 | — | 23.85 | 02/24/2020 | |||||||||||||||||||||
33,848 | — | 16.37 | 02/26/2019 | |||||||||||||||||||||
32,282 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
27,672 | — | 27.11 | 02/27/2018 | |||||||||||||||||||||
34,850 | — | 26.53 | 03/30/2017 | |||||||||||||||||||||
30,000 | — | 26.25 | 12/18/2016 | |||||||||||||||||||||
B. Vielehr | 36,402 | (11) | 2,149,538 | |||||||||||||||||||||
— | 116,892 | (12) | 54.95 | 12/01/2023 |
35
All of the agreements that govern equity awards contain provisions that provide for automatic vesting in the event that certain age and/or term of service requirements are achieved at the time of an executive officer’s retirement. If these requirements are met, the options and restricted stock units may vest earlier than indicated in the table above.
36
OPTION EXERCISES AND STOCK VESTED DURING 2013
During our fiscal year ended December 31, 2014.
(3) Mr. Vielehr joined Fiserv on December 1, 2013 the named executive officers exercised options to purchase shares of our common stock and/or had restricted stock units vest as set forth below.and did not receive any equity awards in 2014.
41 2015 Proxy Statement |
Outstanding Equity Awards at December 31, 2014
Option Awards(1)
| Stock Awards(1)
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Name
| Number of
| Number of
| Option
| Option
| Number of
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Market
| ||||||||||||
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J. Yabuki | 101,041(3) | 7,170,880 | ||||||||||||||||
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— | 251,570(4) | 56.97 | 02/19/2024 | |||||||||||||||
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83,704 | 233,484(5) | 40.35 | 02/20/2023 | |||||||||||||||
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160,900 | 80,450(6) | 32.64 | 02/22/2022 | |||||||||||||||
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329,190 | — | 30.86 | 02/23/2021 | |||||||||||||||
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388,826 | — | 23.85 | 02/24/2020 | |||||||||||||||
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543,984 | — | 16.37 | 02/26/2019 | |||||||||||||||
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51,652 | — | 27.11 | 02/27/2018 | |||||||||||||||
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190,548 | — | 27.11 | 02/27/2018 | |||||||||||||||
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248,784 | — | 27.35 | 02/23/2017 | |||||||||||||||
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450,000 | — | 23.05 | 12/01/2015 | |||||||||||||||
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290,000 | — | 23.05 | 12/01/2015 | |||||||||||||||
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T. Hirsch | 42,820(7) | 3,038,935 | ||||||||||||||||
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— | 34,627(4) | 56.97 | 02/19/2024 | |||||||||||||||
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17,246 | 34,492(5) | 40.35 | 02/20/2023 | |||||||||||||||
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37,130 | 18,566(6) | 32.64 | 02/22/2022 | |||||||||||||||
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74,068 | — | 30.86 | 02/23/2021 | |||||||||||||||
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83,320 | — | 23.85 | 02/24/2020 | |||||||||||||||
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88,248 | — | 16.37 | 02/26/2019 | |||||||||||||||
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38,740 | — | 27.11 | 02/27/2018 | |||||||||||||||
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48,424 | — | 27.11 | 02/27/2018 | |||||||||||||||
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37,500 | — | 27.35 | 02/23/2017 | |||||||||||||||
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M. Ernst | 15,316(8) | 1,086,977 | ||||||||||||||||
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— | 74,581(4) | 56.97 | 02/19/2024 | |||||||||||||||
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27,858 | 55,718(5) | 40.35 | 02/20/2023 | |||||||||||||||
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60,336 | 30,170(6) | 32.64 | 02/22/2022 | |||||||||||||||
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64,860 | 32,430(9) | 29.75 | 01/03/2021 | |||||||||||||||
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R. Gupta | 47,156(10) | 3,346,661 | ||||||||||||||||
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— | 18,646(4) | 56.97 | 02/19/2024 | |||||||||||||||
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9,286 | 18,574(5) | 40.35 | 02/20/2023 | |||||||||||||||
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17,018 | 8,510(6) | 32.64 | 02/22/2022 | |||||||||||||||
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15,364 | — | 30.86 | 02/23/2021 | |||||||||||||||
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14,444 | — | 23.85 | 02/24/2020 | |||||||||||||||
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33,848 | — | 16.37 | 02/26/2019 | |||||||||||||||
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32,282 | — | 27.11 | 02/27/2018 | |||||||||||||||
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27,672 | — | 27.11 | 02/27/2018 | |||||||||||||||
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34,850 | — | 26.53 | 03/30/2017 | |||||||||||||||
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30,000 | — | 26.25 | 12/18/2016 | |||||||||||||||
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B. Vielehr | 36,402(11) | 2,583,450 | ||||||||||||||||
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— | 116,892(12) | 54.95 | 12/01/2023 | |||||||||||||||
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42 2015 Proxy Statement |
(1) In December 2013, we completed a two-for-one split of our common stock. Accordingly, all amounts are presented on a split-adjusted basis.
(2) The amounts in this column were calculated by multiplying the closing market price of our common stock on December 31, 2014 (the last day that NASDAQ was open for trading during our most recently completed fiscal year), $70.97, by the number of unvested shares or units.
Option Exercises and Stock Vested During 2014 During our fiscal year ended December 31, 2014, the named executive officers exercised options to purchase shares of our common stock and/or had restricted stock units vest as set forth below.
Potential Payments on a Change in Control without Termination of Employment; Acceleration of Vesting
Potential Payment on a Termination of Employment Mr. Yabuki
Potential Payment on a Termination of Employment Mr. Ernst
Potential Payment on a Termination of Employment Mr. Vielehr
Section 16(a) Beneficial Ownership Reporting Compliance Section 16 of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These Section 16 reporting persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16 forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from Section 16 reporting persons, we believe that, during our fiscal year ended December 31, 2014, all Section 16 reporting persons complied with all applicable filing requirements, except that, on April 8, 2014, each of Kevin Gregoire and Rahul Gupta filed a late Form 4 to report our withholding of 735 shares and 560 shares, respectively, to satisfy the taxes incident to the vesting of restricted stock units on March 31, 2014.
Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm
|