Independent
Tenure on this board
6.0 yrs
Also a director at
Bank Of New York Mellon Corp (BNY)
9 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm.
To elect the nine members of the Board of Directors named in the proxy statement to serve until the 2027 annual meeting of shareholders.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal requests a non-binding advisory approval of the Company’s executive compensation disclosure and programs (the annual say-on-pay). Management is asking shareholders to approve the compensation paid to the named executive officers as described in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. The request is advisory only and does not affect contractual compensation arrangements, but the Board uses the vote as key shareholder feedback when setting and revising pay programs. Context for the request includes FIS’s 2025 performance—where the company met or exceeded guidance on several key financial measures—and recent strategic actions, including the acquisition of the Issuer Solutions business and the sale of the remaining Worldpay interest, which management says improved the company’s cash flow profile. The compensation program emphasizes pay-for-performance: a high percentage of CEO and NEO target pay is at risk, with long-term incentive awards largely composed of performance stock units tied to adjusted revenue growth and adjusted EPS and subject to a relative TSR modifier; annual cash incentives are weighted heavily to financial metrics. The Board and Compensation Committee also describe shareholder engagement and prior say-on-pay support (93.6% in 2025) as evidence of investor alignment, and they note recent design changes (e.g., broader TSR weighting for 2026) intended to tighten alignment with shareholder returns. Management’s rationale for recommending FOR is that the program ties realized compensation to long-term results, retention, and strategic priorities while incorporating governance safeguards (independent consultant, clawback policy, stock ownership guidelines, and limits on hedging/pledging). Given the advisory nature of the vote, a FOR outcome signals shareholder endorsement and is likely to reinforce current program design; a significant vote AGAINST would prompt further engagement and potential changes. Investors evaluating the merits should weigh the program’s strong performance-linking features against pay levels that the Compensation Committee acknowledged were modestly above peer median for the CEO (with most of the premium in performance-based equity), the company’s recent strategic transactions, and the potential multi-year timing risk that comes with long-term PSU structures subject to TSR modifiers.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 9.49% | 49,073,157 | $2.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 33,523,966 | $1.6B |
| 3 | JPMORGAN CHASE CO | 5.55% | 28,700,229 | $1.4B |
| 4 | STATE STREET CORP | 4.89% | 25,283,409 | $1.2B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.64% | 23,989,817 | $1.1B |
| 6 | Capital Research Global Investors | 3.66% | 18,901,807 | $887M |
| 7 | BlackRock, Inc. | 2.99% | 15,446,964 | $725M |
| 8 | BlackRock, Inc. | 2.41% | 12,477,832 | $585M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.38% | 12,293,751 | $578M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 11,987,859 | $560M |
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