Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Fidelity National Information Services, Inc. (the “Corporation”) appointed Stephanie Ferris to be Chief Administrative Officer of the Corporation effective September 2, 2021. In this new role, Ms. Ferris will lead enterprise strategy, certain corporate functions and focus on key strategic initiatives to enhance client and shareholder value. Ms. Ferris, age 48, previously served as Chief Operating Officer of the Corporation from August 1, 2019, at the time of the Corporation’s acquisition by merger of Worldpay, Inc. (“Worldpay”) until September 2020. Prior to that, Ms. Ferris served as Chief Financial Officer of Worldpay f/k/a Vantiv from 2016 until the effective time of the Worldpay acquisition by the Corporation on July 31, 2019.
Prior to becoming CFO of Worldpay, Ms. Ferris held a General Manager role at Vantiv. Earlier in her career, Ms. Ferris was CFO of the payments processing division of Fifth Third Bancorp, which was later spun out and became Vantiv. She also held multiple progressive financial leadership roles at Fifth Third Bancorp, after beginning her career in public accounting at PricewaterhouseCoopers. Ms. Ferris is a Certified Public Accountant and has a Bachelor of Science degree in Accounting from Miami University in Oxford, Ohio.
There are no family relationships among any of the Corporation’s directors or executive officers and Ms. Ferris. There are no related party transactions between the Corporation and Ms. Ferris.
Ms. Ferris and the Corporation have entered into an employment agreement effective September 2, 2021. The agreement has a three-year term and includes provisions for a base salary of $700,000 and an annual bonus with a target of 150% of base salary, with a maximum of up to two times target. Ms. Ferris will receive an equity grant shortly after hire with an approximate value of $6 million which cliff vests in 3 years. This grant will consist 55% of performance share units based upon the performance targets set for other executives in their annual grants in 2021, 25% of stock options and 20% of restricted share units. Ms. Ferris will also be eligible for an award of equity at the same time other officers are given annual grants beginning in 2022 and subsequent years of her employment term at an approximate value of not less than $6 million, subject to approval by the Compensation Committee of the Board of Directors of the Corporation. If Ms. Ferris is terminated without good cause or terminates her employment for good reason, each as defined in her employment agreement, Ms. Ferris also has a right to severance pay of approximately 2x base salary and bonus and vesting of unvested equity over the time periods and pursuant to the performance targets, if any, as set forth in the applicable grant agreements. The agreement also includes non-competition and non-solicitation covenants extending until a year after the termination of her employment.