8-K: FIS Board Member Lee Adrean to Depart, Nicole Anasenes Appointed Audit Committee Chair

Lee Adrean, a member of Fidelity National Information Services' Board of Directors and Chair of the Audit Committee, will not stand for re-election, and Nicole Anasenes has been appointed as his successor.

Summary

• On March 10, 2025, Lee Adrean notified Fidelity National Information Services, Inc. (FIS) of his decision not to seek re-election at the 2025 annual meeting of shareholders.
• Mr. Adrean's departure is not due to any disagreement with the company.
• Effective immediately on March 13, 2025, Nicole Anasenes was appointed as the new Chair of the Audit Committee, succeeding Mr. Adrean.
• Ms. Anasenes has served on the Audit Committee since October 2024 and brings over 20 years of financial expertise.
• Following the 2025 Shareholder Meeting, the Board size will be reduced from ten to nine directors.

Sentiment

Score: 7

Explanation: The announcement is neutral to positive, focusing on a smooth transition in board leadership and expressing gratitude for past contributions. The appointment of an experienced individual to the Audit Committee Chair position is a positive signal.

Positives

• Nicole Anasenes brings 20+ years of financial expertise to the Audit Committee Chair position.
• The company expressed gratitude for Lee Adrean's 11 years of service and contributions.

Future Outlook

The company is positioning FIS for success.

Management Comments

• Stephanie Ferris, Chief Executive Officer and President of the Company, stated, 'On behalf of the Board, I want to thank Lee Adrean for his distinguished service as a member of our Board and predecessor companies for a combined 11 years.'
• Stephanie Ferris stated, 'Lee has made extraordinary contributions to our Company and his dedication and guidance have been instrumental in driving the evolution of our business, positioning FIS for success.'
• Stephanie Ferris stated, 'I am deeply grateful for his commitment to FIS over the years.'

Industry Context

Changes in board composition and committee leadership are common occurrences in publicly traded companies, reflecting ongoing efforts to ensure effective governance and oversight.

Comparison to Industry Standards

• It is standard practice for publicly traded companies to announce changes in board membership and committee leadership.
• The appointment of a new Audit Committee Chair with significant financial expertise aligns with best practices in corporate governance.
• Companies like Visa, Mastercard, and Global Payments also regularly adjust their board compositions to maintain effective oversight.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders may view the appointment of an experienced Audit Committee Chair as a positive development for corporate governance.
• Employees may experience a smooth transition in board leadership.
• The departure of a long-serving board member may lead to a period of adjustment.

Next Steps

• The Board size will be reduced following the 2025 Shareholder Meeting.

Key Dates