Audit Committee Report
The audit committee consists of fourfive members: Heidi G. Miller,Kevin M. Warren, who serves as Chair of the committee, Alison Davis, Henrique de Castro, Harry F. DiSimone and Dennis F. Lynch.Doyle R. Simons. Each member is an independent director under Nasdaq and Securities and Exchange Commission rules and meets the standards for audit committee independence as set forth in such rules. Therules.The audit committee has the duties and powers described in its written charter adopted by the board of directors, a copy of which is available on the company’s website.
The audit committee provides independent review and oversight of the accounting and financial reporting processes and consolidated financial statements of Fiserv, Inc., the system of internal controls that management and the board of directors have established, the audit process and the results of operations of Fiserv, Inc. and its financial condition. Management has the responsibility for preparing the company’s consolidated financial statements and Deloitte & Touche LLP (“Deloitte”), the company’s independent registered public accounting firm, has the responsibility for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles and as to the effectiveness of our internal control over financial reporting.
Fiserv, Inc.2023 Proxy Statement | 63
Deloitte has been the company’s independent registered public accounting firm since 1985. As part of its annual auditor engagement process, the audit committee considered:
The performance of Deloitte. In this regard, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance;
The independence of Deloitte, including employing its independent judgment, objectivity and professional skepticism;
| • | The performance of Deloitte. In this regard, at least annually, Deloitte makes a presentation to the audit committee regarding the services it provides, and our chief financial officer provides the committee with his assessment of the firm’s performance; |
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| • | The independence of Deloitte, including employing its independent judgment, objectivity and professional skepticism; |
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| • | The quality and candor of Deloitte’s communications with the audit committee and management; |
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| • | External data relating to Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte; |
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| • | The impact of engagement partner rotation. Deloitte rotates its lead audit engagement partner every five years, and the audit committee interviews proposed candidates and with input from management selects the lead audit engagement partner; |
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| • | The impact of changing the independent registered public accounting firm; and |
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| • | Operational efficiencies resulting from having an independent registered public accounting firm with a meaningful history with the company. |
The quality and candor of Deloitte’s communications with the audit committee and management;
External data relating to Deloitte’s audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte;
The impact of engagement partner rotation. Deloitte rotates its lead audit engagement partner every five years, and the audit committee interviews proposed candidates and with input from management selects the lead audit engagement partner;
The impact of changing the independent registered public accounting firm; and
Operational efficiencies resulting from having an independent registered public accounting firm with a meaningful history with the company.
Ultimately, the members of the audit committee and the board believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the company and its shareholders. The audit committee has reviewed and discussed with management and Deloitte the audited consolidated financial statements of Fiserv, Inc. for the fiscal year ended December 31, 2021.2022. The audit committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The audit committee has received the written disclosures and letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the audit committee concerning independence and has discussed with Deloitte its independence. The audit committee has pre-approved all services provided by the independent registered public accounting firm to Fiserv, Inc. and has concluded that such services are compatible with Deloitte’s independence.
The audit committee also discussed with management, the internal auditors and Deloitte the quality and adequacy of the internal controls of Fiserv, Inc. and the organization, responsibilities, budget and staffing of the internal audit function of Fiserv, Inc. The audit committee reviewed with both Deloitte and the internal auditors their respective audit plans, audit scope and identification of audit risks. Based on the above-mentioned reviews and discussions, the audit committee recommended to the board of directors that the audited consolidated financial statements of Fiserv, Inc. be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, for filing with the Securities and Exchange Commission.
Heidi G. Miller,
Kevin M. Warren, Chair
Alison Davis
Henrique de Castro
DennisHarry F. LynchDiSimone
Doyle R. Simons
Fiserv, Inc.2023 Proxy Statement | 64
Proposal 4.5: Shareholder Proposal
The following proposal was submitted by an individual shareholderJohn Chevedden of 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who beneficially owns 25 shares of our common stock, and will be voted on at the annual meeting if it is properly presented. The board of directors asks you to read its Statement in Opposition which follows the proposal below and recommends you vote AGAINST the proposal.The shareholder’s name, address and number of shares of common stock held may be obtained upon written request to our corporate Secretary.
The following proposal has been included exactly as we received it in accordance with the rules of the Securities and Exchange Commission:
Proposal 45 – Shareholder Ratification of Termination PayIndependent Board Chairman
Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay packageDirectors adopt an enduring policy, and amend the governing documents as necessary in order that provides for severance or termination payments with an estimated value exceeding 2.99 times2 separate people hold the sumoffice of the executive’s base salary plus target short-term bonus.
“Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans,Chairman and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.
“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees orthe office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.of the CEO.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board shall retainhas the optiondiscretion to seek shareholder approval after material termsselect a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.
It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
The roles of Chairman and CEO are agreed upon.
Generous performance-based pay canfundamentally different and should be good but shareholder ratificationheld by 2 directors, a CEO and a Chairman who is completely independent of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests.
For instance at one company ifthe CEO and Otis. The job of the CEO is terminated without cause, whether orto manage the company. The job of the Chairman is to oversee the CEO and management.
A Lead Director is no substitute for an independent Board Chairman. A lead director is not his termination followsresponsible for the strategic direction of the company. And a change in control, he will receive $39 million in termination payments, nearly 7-times his base salary plus short-term bonus.Chairman/CEO can ignore the advice and feedback from a lead director, especially from an independence-challenged lead director. There is no example of a lead director prevailing when there is a disagreement between the Chairman/CEO and the lead director.
Mr. Doyle Simons, new Fiserv Lead Director as of 2022, violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Mr. Simons has the highest Fiserv director tenure – 16-years.
It is amazing the number of companies that claim that they have a robust role for the lead director and the person chosen is the director with the most excessive tenure. Excessive tenure can simply mean that the director is a person whose greatest skill is getting along with management.
At age 59 it seems that Mr. Simons has not had a day job for 5-years. Mr. Simons received by far the most against votes of any Fiserv director in 2022. Mr. Simons was also on the best interest of Fiserv shareholders to be protected from such lavish management termination packages for one person.
It is important to have this policy in place so that Fiserv management stays focused on improving company performance as opposed to seeking a merger mostly to trigger a management golden parachute windfall.
This proposal is more important at Fiserv because of the tendency to overpay management. Fiservpay committee and management pay was rejected by 37%11% of shares in 20212022 when a 5% rejection is often the norm. And Mr. Scott Nuttall, Chair of the management pay committee was rejected by up to 35-times the negative votes of other Fiserv directors.
This proposal topic won 58% supportnorm at the 2021 FedEx annual meeting.well performing companies.
A 2015 General Electric shareholder proposal similar to the FedEx proposal won 40% GE shareholder support with 2.2 billion votes in favor. This may have represented 51% support from the GE shares that had access to independent proxy voting advice and are not forced to rely on the biased recommendations of management especially on issues of management pay.
Please vote yes:
Shareholder Ratification of Termination Pay
Independent Board Chairman – Proposal 45
Fiserv, Inc.2023 Proxy Statement | 65
Fiserv’s Statement in Opposition
The board of directors has carefully considered this proposal and believes that its adoption is not in the best interests of our shareholders. The board recommends that shareholders vote AGAINST the proposal for the following reasons:
reasons described below.
It is unnecessary in light of actions we recently took with respect to our severance policies
It creates risk to the alignmentSummary of management and shareholder interestsKey Considerations
| • | Our board believes it is important to maintain flexibility to choose the leadership structure that best fits the company’s circumstances and board composition at any time. Requiring a fixed leadership structure may hinder the board’s ability to act in the best interests of the company and its shareholders as the needs of the board and company change over time. Our current leadership structure allows Mr. Bisignano to provide the board with consistency and leadership as the company pursues its strategic agenda, including innovation-driven growth and operational excellence, and is complemented by a strong lead director who provides independent perspectives and oversight. |
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| • | To further enhance our board leadership framework, we recently updated the responsibilities of our lead director to include approval of agendas, board meeting schedules, and information sent to the board and engagement with shareholders.This alignment to current best practices further contributes to our overall strong independent board leadership and effective oversight and best serves the interests of our shareholders. |
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| • | The board and the company maintain leading corporate governance practices that enable our independent directors to effectively oversee management, including independent board committees, scheduled board sessions with only independent directors, and regular board, board committee and leadership performance evaluations. |
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| • | Our strong track record of board refreshment and succession planning has enabled us to consistently add quality independent directors over time, each of whom adds new perspectives, expertise and skills, provides independent oversight, and advances our strategic agenda. |
It would unduly restrict our abilityOur current policy enables flexibility to implement the board leadership structure executive officer compensation
In 2021, our talent and compensation committee took actionthat best fits Fiserv’s circumstances from time to further aligntime as the interestsneeds of our executive officersboard and shareholders and to enhance the consistency of our severance plan.
We terminated all outstanding Key Executive Employment and Severance Agreements (KEESAs), which were our legacy change of control agreements. By terminating the KEESAs, we eliminated single trigger equity vesting upon a change of control and all post-change of control walk away rights.
Additionally, in connection with termination of the KEESAs, we adopted a new severance policy applicable to executive officers and terminated employment agreements previously in effect with our executive officers other than our chief executive officer. Under the new severance policy:
company change.
Cash severance payments are equal to 1.5 times the sum of the executive’s base salary and target cash incentive award amount for the year of termination (whether or not in connection with a change of control).
Stock options and RSUs continue vesting for 12 months following termination, and PSUs vest pro rata after the end of the performance period based on actual performance. Otherwise, equity awards are forfeited and cancelled.
Accelerated vesting of outstanding equity awards only occurs upon death, disability or a qualifying termination within two years following a change of control.
We believe that strong independent leadership is essential for our board to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the composition of the board, the individuals serving in leadership positions, and our performance as a company. In this regard, our board composition and leadership were topics of discussion with shareholders during two shareholder outreach programs in 2022. Shareholders expressed support for Mr. Bisignano’s leadership of the company during these changes toconversations and this feedback was taken into consideration as the board experienced robust refreshment in past year.
In accordance with our severance program provide appropriate limits on post-termination compensation, including ingovernance guidelines, our board annually conducts an evaluation of its leadership structure and elects a change of control scenario, while securingboard chair, who may or may not be our executives’ continued service to drive long-term shareholder value.
See “Executive Compensation – Potential Payments Upon Termination or Change of Control” for more details regarding certain legacy commitments to Mr. Bisignano and Ms. Kereere. Under his employment agreement, upon a termination without cause or resignation for good reason, Mr. Bisignano is entitled to receive a cash payment equal to 5.5 times his annual base salary, a cash payment equal to a pro rata portion of his target incentive compensation, and full vesting of his equity awards. Under a sign-on agreement entered into prior to becoming anchief executive officer, Ms. Kereerebased on what it believes is entitled to receive a cash payment equal to her annual base salary plus her target incentive compensation opportunity if we terminate her employment without cause during her first year of employment. In addition, if we terminate Ms. Kereere’s employment without cause before her sign-on equity awards fully vest, she will receivein the cash equivalent of the value of any such unvested awards as of her termination date.
The proposal could discourage use of long-term equity incentive awards, creating a misalignment between our executive officers and shareholders.
We believe long-term equity incentive awards, and in particular performance share units, represent the most effective compensation elements to drive long-term shareholder value. Equity awards support the achievement of our financial and strategic goals, facilitate significant stock ownership by our executives, further align financial rewards with the economicbest interests of our shareholderscompany and promoteour shareholders. If the retentionindividual elected as chair is the chief executive officer or is otherwise an employee of our company, our governance guidelines provide that the non-employee directors will appoint an independent lead director.
A flexible approach to board leadership has served the company well. When Mr. Bisignano was first elected as our chief executive talentofficer, the board separated the roles of chairman and chief executive officer to allow Mr. Bisignano to focus on his responsibilities as chief executive officer during his first full year in that isrole. Last year, as the board pursued opportunities for director refreshment, three directors, including our then current chairman, retired. In light of this change, the independent directors determined that the best leadership structure was to have a combined chairman and chief executive officer supported by a strong independent lead director, as this would allow Mr. Bisignano to provide the board with consistency, stability and focus while ensuring independent director engagement and oversight through our lead director and other governance practices.
Fiserv, Inc.2023 Proxy Statement | 66
Mr. Bisignano’s involvement in our day-to-day operations provides him with in-depth and first-hand knowledge of the opportunities, issues and challenges facing our company which enables him to help focus our board’s time and attention on the matters that are most critical to our success. His close involvement likewise enables him to ensure that the board’s goals, strategies and initiatives are being incorporated into the management of our business. During Mr. Bisignano’s tenure as chairman and chief executive officer, he has effectively led our company and the board through a number of changes and delivered on our growth agenda in the midst of a dynamic market environment. Our 1-year total shareholder return for 2022, which generally aligns to Mr. Bisignano’s service as both chairman and chief executive officer, was better than 84% of our GICS peer group and the highest we have experienced the past several years. We believe that our leadership structure positioned Mr. Bisignano to drive this level of performance.
We recently enhanced the robust responsibilities of our independent lead director.
Our board believes that the strong governance framework we have in place enables effective independent director leadership and oversight, including through the independent lead director’s duties which are broad and similar to those of an independent board chair. In early 2023, the board reviewed the independent lead director’s duties and adopted updated governance guidelines to include additional responsibilities related to the approval of agendas, board meeting schedules, and information provided to the board and to engagement with shareholders.The current duties of the lead director are to:
| • | Serve as a liaison between the non-employee directors and the board chair |
61 | | 2022 |
| • | Approve information sent to the board |
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| • | Approve meeting agendas for the board |
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| • | Approve meeting schedules to assure that there is sufficient time for discussion of all agenda items |
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| • | Call meetings of the non-employee directors |
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| • | If requested by major shareholders, be available for consultation and direct communication |
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| • | Preside over board and shareholder meetings where the board chair is not present |
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| • | Preside over executive sessions of the non-employee directors and provide feedback to the board chair regarding the same |
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| • | Provide input to the nominating and corporate governance committee regarding the membership of board committees and committee chairs |
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| • | Participate in the annual chief executive officer performance evaluation and the board and individual director performance review process |
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| • | Provide input to the board chair regarding advisors and consultants retained by the board |
In determining its leadership structure, our board thoroughly reviews the performance of the independent lead director during the prior year in fulfilling the responsibilities of this role. Our non-employee directors also carefully consider the board’s overall composition and relationships among directors in determining whom to appoint as the independent lead director. In this regard, our non-employee directors considered that our board was reconstituted in connection with the acquisition of First Data in July 2019, and there was no prior relationship between our chairman, who joined the board at that time, and lead director.
Fiserv, Inc.2023 Proxy Statement| 67
We maintain best practices regarding the roles and responsibilities of independent directors.
Additionally,In addition to the independent oversight and leadership provided by our severance policy is intendedindependent lead director, our board and the company maintain leading corporate governance practices to secureprovide our independent directors with the continued servicesability to effectively oversee our management and make well-informed decisions about critical issues. All of our directors, other than for Mr. Bisignano, are independent, and all standing board committees consist solely of independent directors. Furthermore, our independent directors meet without management present at every regular board meeting.The lead independent director leads these sessions and provides Mr. Bisignano feedback regarding the matters discussed and any requested actions. The performance of the board chair and chief executive officersofficer are evaluated annually by the independent directors through a formal process led by the nominating and corporate governance committee, which is composed entirely of independent directors. Board committee membership and practices, the robust responsibilities of our independent lead director, and the active and engaged role of our other independent directors contribute to the overall strong and independent leadership of our board.
We have a strong track record of board refreshment.
Our board regularly reviews board and committee composition and leadership roles to help ensure the full board and each committee has the right balance of experience, competencies and backgrounds and are led by the directors best-positioned to fulfill their oversight obligations for our company and shareholders. As part of that process, the full board and the nominating and corporate governance committee consider each director’s tenure and the overall tenure of the board and each committee. Notably, six (6) of our eight (8) independent directors joined the board in the event ofpast five years. This board refreshment has contributed to a change of control transactionstrong independent board with new perspectives and to align their interests with those of our shareholders when evaluating any such potential transaction. We believe our policy encourages our executive officers to remain with the company, diligently work to achieve board- and shareholder- approved goals, including completing a transformative transaction and any related transition process, and minimize risk to our shareholders in a change of control transaction. The proposal would require shareholder approval before our executives could realize the value of their equity awards and could discourage the use of long-term equity incentive awards as an important retention tool, resulting in a less effective alignment between our executive compensation program and our shareholders’ interests.expertise.
The proposal would unduly restrict our ability to structure executive officer compensation.
We believe our talent and compensation committee is best positioned to design and implement executive compensation practices and programs that align with our shareholders’ best interests. To fulfill its responsibilities, the committee requires flexibility to secure talent, quickly respond to dynamic market practices, and structure our executive compensation in a market-competitive manner. The proposal would unduly limit the committee’s ability to exercise its judgment about what compensation structure best serves our company’s goals and our shareholders’ long-term interests. It would impose an arbitrary amount above which neither the company nor the executives would have certainty until a shareholder approval vote could be held, all of which could place us at a disadvantage in attracting and retaining executive talent, particularly given the highly competitive nature of our industry.
Vote Required and Recommendation of the Board of Directors
We believeThe board of directors should retain the flexibility to select the leadership structure that is best suited to meet the needs of our compensation program effectively aligns executivecompany and shareholder interests and that theour shareholders in light of prevailing circumstances. Adopting a rigid independent chair policy as requested by this proposal would unduly restrict ourimpair the board’s ability to annually elect the director it believes is best suited for the role of board chair and to structure executive officer compensationthe leadership of the board in a manner it believes will most effectively serve the interests of our company and would increase risk for our shareholders inshareholders. In addition, our board believes the eventadoption of such a changepolicy is unnecessary due to the performance of control transaction.our business, a robust independent lead director role, engaged independent directors, strong governance practices, and a consistent history of board refreshment and responsiveness to shareholder perspectives. Accordingly, we do not believe that implementation of this proposal is appropriate for our company or in the best interestinterests of our shareholders.
The number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal for it to gain approval. Unless otherwise specified, the proxies solicited hereby will be voted against the shareholder proposal.
The board of directors recommends that you vote “AGAINST” Proposal 4.
| Against | | The board of directors recommends that you vote “AGAINST” Proposal 5. |
62 | | 2022 |
Fiserv, Inc.2023 Proxy Statement| 68
Our Shareholders
Common Stock Ownership
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 1, 2022,2023, 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 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”) unless otherwise noted.
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Name and Address of Beneficial Owner(1) | | | | | Number of Shares of
Common Stock
Beneficially Owned(2) | | | | | Percent of Class(3) | | | |
| | | | | | | | | | | | | | | | |
New Omaha Holdings L.P.(4) c/o Kohlberg Kravis & Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 | | | | | | 49,408,278 | | | | | | 7.6% | | | | |
| | | | | | | | | | | | | | | | |
The Vanguard Group, Inc.(5) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | | | | 47,540,583 | | | | | | 7.3% | | | | |
| | | | | | | | | | | | | | | | |
T. Rowe Price Associates, Inc.(6) 100 East Pratt Street Baltimore, Maryland 21202 | | | | | | 44,832,098 | | | | | | 6.9% | | | | |
| | | | | | | | | | | | | | | | |
BlackRock, Inc.(7) 55 East 52nd Street New York, New York 10055 | | | | | | 40,309,302 | | | | | | 6.2% | | | | |
| | | | | | | | | | | | | | | | |
Dodge & Cox(8) 555 California Street, 40th Floor San Francisco, California 94104 | | | | | | 35,432,277 | | | | | | 5.4% | | | | |
| | | | | | | | | | | | | | | | |
Frank J. Bisignano(9) | | | | | | 4,179,288 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Guy Chiarello(10) | | | | | | 713,553 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Robert W. Hau | | | | | | 424,291 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Suzan Kereere | | | | | | — | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Adam L. Rosman | | | | | | 3,030 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Alison Davis | | | | | | 24,114 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Henrique de Castro | | | | | | 7,847 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Harry F. DiSimone(11) | | | | | | 9,176 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Dylan G. Haggart(12) | | | | | | — | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Dennis F. Lynch | | | | | | 53,551 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Wafaa Mamilli | | | | | | — | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Heidi G. Miller | | | | | | 71,616 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Scott C. Nuttall(13) | | | | | | 33,810 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Denis J. O’Leary | | | | | | 175,306 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Doyle R. Simons | | | | | | 163,994 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
Kevin M. Warren | | | | | | 1,102 | | | | | | * | | | | |
| | | | | | | | | | | | | | | | |
All directors and executive officers as a group (18 people) | | | | | | 6,582,330 | | | | | | 1.0% | | | | |
| | | | | | | | | | | | | | | | |
* Less than 1%. | | | | | | | | | | | | | | | | |
| 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 East Pratt Street
Baltimore, Maryland 21202 | | | 53,232,727 | | | | 8.4 | % |
The Vanguard Group, Inc.(5)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 | | | 50,669,809 | | | | 8.0 | % |
BlackRock, Inc.(6)
55 East 52nd Street
New York, New York 10055 | | | 42,148,392 | | | | 6.6 | % |
Dodge & Cox(7)
555 California Street, 40th Floor
San Francisco, California 94104 | | | 36,319,244 | | | | 5.7 | % |
| Frank J. Bisignano(8) | | | 3,771,994 | | | | * | |
| Guy Chiarello(9) | | | 578,210 | | | | * | |
| Robert W. Hau | | | 474,880 | | | | * | |
| Suzan Kereere | | | 16,885 | | | | * | |
| Adam L. Rosman | | | 44,343 | | | | * | |
| Alison Davis | | | 25,813 | | | | * | |
| Henrique de Castro | | | 15,903 | | | | * | |
| Harry F. DiSimone(10) | | | 9,796 | | | | * | |
| Dylan G. Haggart(11) | | | 477 | | | | * | |
| Wafaa Mamilli | | | 1,623 | | | | * | |
| Heidi G. Miller | | | 74,660 | | | | * | |
| Doyle R. Simons | | | 167,000 | | | | * | |
| Kevin M. Warren | | | 2,801 | | | | * | |
| All directors and executive officers as a group (14 people) | | | 5,348,607 | | | | 1.0 | % |
| * | 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 |
Fiserv, Inc.2023 Proxy Statement | 69
| investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. |
Includes stock options, which, as of March 1, 2022, were exercisable currently or within 60 days: Mr. Bisignano – 1,940,326; Mr. Chiarello – 510,947; Mr. Hau – 362,041; Ms. Davis – 18,060; Mr. Lynch – 33,220; Ms. Miller – 47,929; Mr. O’Leary – 33,220; Mr. Simons – 44,124; and all directors and executive officers as a group – 3,632,342.
Includes shares deferred under vested restricted stock units that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Ms. Davis – 6,054; Mr. de Castro – 645; Mr. DiSimone – 816; Mr. Lynch – 14,918; Ms. Miller – 1,934; Mr. Nuttall – 1,934; Mr. O’Leary – 28,509; Mr. Simons – 40,543; Mr. Warren – 936; and all directors as a group – 96,289.
Also includes shares eligible for issuance in connection with the deferral of cash compensation that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 480; Mr. DiSimone – 714; Ms. Miller – 1,528; Mr. Nuttall – 1,576; Mr. O’Leary – 35,785; Mr. Simons – 40,831; and all directors as a group – 80,914.
| Includes stock options, which, as of March 1, 2023, were exercisable currently or within 60 days: Mr. Bisignano – 1,026,440; Mr. Chiarello – 402,846; Mr. Hau – 379,857; Ms. Davis – 18,060; Ms. Kereere – 10,351; Ms. Miller – 47,929; Mr. Rosman – 35,183; Mr. Simons – 33,220; and all directors and executive officers as a group – 2,036,071. |
| Includes shares deferred under vested restricted stock units that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Ms. Davis – 6,054; Mr. de Castro – 1,212; Mr. DiSimone – 1,156; Ms. Miller – 3,633; Mr. Simons – 42,242; Mr. Warren – 2,635; and all directors as a group – 56,932. |
| Also includes shares eligible for issuance in connection with the deferral of cash compensation that, based on deferral elections and the terms of the non-employee director deferred compensation plan, may be distributed within 60 days: Mr. de Castro – 894; Mr. DiSimone – 994; Ms. Miller – 2,873; Mr. Simons – 42,138; and all directors as a group – 46,899. |
| (3) | On March 1, 2022,2023, there were 652,028,313626,991,464 shares of common stock outstanding. Percentages are calculated pursuant to Rule 13d-3(d) under the Exchange Act. Shares not outstanding that are subject to options exercisable by the holder thereof within 60 days, shares due upon vesting of restricted stock units within |
| 60 days, and shares deferred pursuant to vested restricted stock units and shares eligible for issuance pursuant to the non-employee director deferred compensation plan that may be distributed within 60 days, are deemed outstanding for the purposes of calculating the number and percentage owned by such shareholder but not deemed outstanding for the purpose of calculating the percentage of any other person. |
| (4) | Based on a Schedule 13D filed by New Omaha Holdings L.P., New Omaha Holdings LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLP, Henry R. Kravis, and George R. Roberts on December 20, 2021, with the Securities and Exchange Commission, which indicates that New Omaha Holdings, L.P. has sole voting and dispositive power over these securities. Each of New Omaha Holdings LLC (as the sole general partner of New Omaha Holdings L.P.); KKR 2006 Fund L.P. (as the sole member of New Omaha Holdings LLC); KKR Associates 2006 L.P. (as the general partner of KKR 2006 Fund L.P.); KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.); KKR Group Partnership L.P. (as the designated member of KKR 2006 GP LLC); KKR Group Holdings Corp. (as a general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.); and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of any securities beneficially owned by New Omaha Holdings L.P. The principal business address listed in the table above applies to all such persons other than Mr. Roberts for whom the principal business address is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.
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(5) | Based on a Schedule 13G filed by The Vanguard Group, Inc. (“Vanguard Group”) on February 10, 2022, with the Securities and Exchange Commission, which indicates that the Vanguard Group exercises shared voting power over 956,204 of the securities, sole dispositive power
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