Dive Brief:

• Compensation for Fidelity National Information Services CEO Stephanie Ferris more than doubled last year to $15.83 million, largely due to a large stock award, according to the company’s proxy filing last week with the Securities and Exchange Commission. Ferris was promoted to the top role at the payment processor, known as FIS, after the abrupt exit last December of former CEO Gary Norcross.
• Still, compensation for Norcross also surged significantly, rising about 80% to $45.3 million last year, from $25 million for 2021, largely due to a $30 million stock award, as well as cash severance of $12.6 million last year, according to the April 14 proxy statement.
• All executives missed out on additional compensation as the company underperformed. “Despite being eligible for a payout of 27% based solely on the Adjusted Revenue performance goal, the Company failed to reach the minimum performance goals,” the proxy statement filing said. “As a result, the Compensation Committee applied negative discretion and elected to provide no payout under the annual incentive plan.”

Dive Insight:

The company pursued the CEO changes and a new strategic direction after investments last year by the activist investors D.E. Shaw and JANA Partners, who purchased significant ownership stakes in the company.

FIS announced in February that it’s pursuing a spin off of its merchant services unit Worldpay, which was acquired for $35 billion in 2019. Ferris was previously the chief financial officer at Worldpay.

As part of her compensation last year, Ferris received a $783,333 salary, a stock award valued at $12.9 million and stock options worth $2 million, according to the proxy statement. Like other executives, she received no bonus.

As part of his separation agreement, Norcross agreed to give up $10 million in restricted stock that he might have received if the Jacksonville, Florida-based company had continued with a prior plan to appoint him executive chairman of the board. Instead it appointed the director Jeffrey Goldstein to that board role.

Norcross had been the company’s CEO since 2015 and had held the chairman role since 2018. 

The proxy noted that as part of the succession plan, it appointed a new chief financial officer, chief legal and corporate affairs officer and president of its banking solutions segment. It has also appointed five new independent directors in the last three years.

Aside from votes on standard items, such as the company’s accountants, shareholders will also vote on how often they’d like to be able to provide their say on executive pay, though the company noted any such vote doesn’t require the company to adhere to the vote outcome. With options for one, two and three years, the company recommended that shareholders vote for one year. The annual meeting is scheduled for May 24 in Jacksonville.

The proxy also said that under the leadership of board member Gary Lauer, who became the head of the compensation committee last year, FIS has changed its approach to stock-based awards for executive performance, starting this year.