DEF 14A: Fiserv's 2024 Proxy Statement Highlights Strong Financial Performance and Board Enhancements

Fiserv's 2024 proxy statement showcases the company's strong 2023 financial results, board enhancements, and commitment to corporate social responsibility.

Summary

• Fiserv's 2023 performance was driven by a diverse client base, product portfolio, capital resources, strategic vision, and operational excellence.
• In 2020, Fiserv set revenue, margin, and earnings per share targets, and exceeded them.
• The company anticipates continued strong results in 2024, enabling further investment, acquisitions, and capital return to shareholders.
• Fiserv's Corporate Social Responsibility program focuses on empowering people, advancing communities, championing responsible business practices, and investing in sustainable systems.
• The annual meeting will be held virtually on May 15, 2024, at 10:00 a.m. Central Time.
• Shareholders will vote on the election of ten directors, executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm.
• The board of directors has added three new independent directors: Lance Fritz, Ajei Gopal, and Charlotte Yarkoni.
• 60% of the director nominees are diverse, including 30% women and 40% racially/ethnically diverse.
• The company adopted an updated compensation recoupment policy that complies with SEC rules and NYSE listing standards.
• In 2023, 92% of associates participated in the annual global associate engagement survey.
• The 2023 Corporate Social Responsibility Report will include greenhouse gas emission reduction targets.
• The company engaged with shareholders owning approximately 45% of outstanding shares in 2023.
• Shareholders expressed support for the appointment of additional directors and the company's leadership.
• The board of directors annually considers the performance of the board, board committees and individual directors.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and board enhancements, indicating a favorable sentiment.

Positives

• Fiserv exceeded its 2020 revenue, margin, and earnings per share targets.
• The company anticipates continued strong results in 2024, enabling further investment, acquisitions, and capital return to shareholders.
• The board of directors has added three new independent directors: Lance Fritz, Ajei Gopal, and Charlotte Yarkoni.
• 60% of the director nominees are diverse, including 30% women and 40% racially/ethnically diverse.
• In 2023, 92% of associates participated in the annual global associate engagement survey.
• Shareholders expressed support for the appointment of additional directors and the company's leadership.
• GAAP revenue growth of 8% and organic revenue growth of 12% compared to 2022.
• GAAP diluted earnings per share of $4.98 and adjusted earnings per share of $7.52, representing a 27% increase in GAAP diluted earnings per share and a 16% increase in adjusted earnings per share, in each case, compared to 2022.
• GAAP operating margin of 26.3% compared to 21.1% in 2022; and adjusted operating margin of 37.3% compared to 35.1% in 2022.
• Our 1-year total shareholder return for 2023 was 31.4%, better than 79% of our peer group.

Risks

• The document mentions forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially.
• The document references the Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2023, and in other documents that we file with the Securities and Exchange Commission.

Future Outlook

The company anticipates continued strong results in 2024, enabling further investment, acquisitions, and capital return to shareholders.

Management Comments

• In 2023, Fiserv continued to demonstrate its leadership in financial technology through its strong financial results.
• Our performance is directly attributable to our broad and diverse client base, product portfolio and distribution network, significant capital resources, strategic vision, and commitment to operational excellence across our global footprint.
• We anticipate continued strong results enabling additional investment, acquisitions and return of capital to shareholders.

Industry Context

Fiserv operates in the financial technology industry, competing with companies that provide payments and financial services technology solutions. The company's performance is evaluated against its peers in terms of revenue growth, profitability, and shareholder return.

Comparison to Industry Standards

• The document compares Fiserv's 1-year total shareholder return for 2023 of 31.4% to its peer group, stating that it was better than 79% of the peer group.
• The peer group the talent and compensation committee considered for 2023 compensation is set forth below: American Express Company, Mastercard Incorporated, Automatic Data Processing, Inc., Nasdaq, Inc., BlackRock, Inc., Paychex, Inc., Block, Inc., PayPal Holdings, Inc., Cognizant Technology Solutions Corporation, Salesforce, Inc., Discover Financial Services, S&P Global Inc., Fidelity National Information Services, Inc., The Bank of New York Mellon Corporation, Global Payments Inc., Visa Inc., Intuit Inc.

Corporate Governance

Related Party Transactions

• In 2023, Sam Lituchy and Peter Niotis, each an employee of the company and in-law of our chief executive officer, received base salary and cash incentive compensation of $355,500 and restricted stock units having a grant date fair value of $206,294 and base salary and cash incentive compensation of $154,358 and restricted stock units having a grant date fair value of $51,913, respectively.
• The employment of Mr. Niotis ended in November 2023.
• Both were also eligible to participate in our employee benefit plans generally available to other employees.

Stakeholder Impact

• Shareholders: Continued strong results enabling additional investment, acquisitions and return of capital.
• Employees: Reducing employee attrition, providing training, learning, and career development opportunities.
• Clients: Empowering clients with working capital.
• Communities: Advancing communities and society through CSR initiatives.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 15, 2024.
• The company will publish its 2023 Corporate Social Responsibility Report in 2024.

Key Dates

Keywords

Fiserv, proxy statement, financial technology, board of directors, executive compensation, corporate governance, shareholder engagement, CSR, ESG, directors, annual meeting, performance share units, Deloitte & Touche LLP