UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

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FISERV, INC.

 

 

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Dear Fellow Shareholders,

In 2025, we undertook a rigorous review of our business that led to a reset of our earnings baseline. This recalibration represents an important and revitalizing moment for Fiserv, driven by a clear-eyed assessment of where we needed to strengthen execution and accelerate investment. We used this opportunity to refocus on the pillars that have long defined our company – exceptional client service, world-class execution, value-added technology, and cutting-edge innovation – to position us to deliver sustainable, high-quality growth and long-term value for our shareholders.

With our objectives well-defined, we established a new strategic framework called the One Fiserv action plan focused on five strategic pillars: operating with a client-first mindset; building the pre-eminent small business operating platform through Clover^®; creating differentiated platforms in finance and commerce; delivering operational excellence enabled by artificial intelligence; and employing disciplined capital allocation for the long-term. One Fiserv serves as the foundation of our strategy and is embedded within our 2026 operating plan.

In the past year, the board oversaw a number of leadership transitions, working closely with management to ensure continuity while enhancing the experience and capabilities of the team. We are encouraged by the opportunities created by the changes to our senior leadership team and organizational structure. In addition, as part of our multi-year board refreshment effort, we added three new directors in 2026. The new directors further enhance the board’s collective skillsets with backgrounds in financial services, experience leading transformation and financial expertise, directly supporting our enhanced focus on execution, client-centricity, operational rigor and long-term value creation. Fiserv is positioned to enter its next chapter with the talent required to deliver on the company’s long-term strategy.

Ongoing dialogue with our shareholders was especially important during this transition. In addition to regular engagement through earnings calls, analyst meetings, and investor and industry conferences, we undertook broad governance outreach with director participation. Across these conversations, shareholders expressed support for the leadership transitions and board refreshment efforts, while emphasizing the importance of open communication and clear alignment among compensation, strategy, and long-term value creation.

We believe no other company has the assets, breadth and scale to connect all parts of the financial ecosystem. Our position at the center of commerce and the growing connection between businesses and financial institutions provides unique opportunities in areas such as embedded finance, stablecoin, networks, and merchant liquidity. Our focus on service excellence and new technology, including artificial intelligence, is designed to accelerate our ability to capitalize on and scale these opportunities. We recognize the critical roles we play across both of our segments and are thankful for the opportunity to deliver value to our shareholders and clients.

Please join us for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FISV2026 on Thursday, May 21, 2026, at 10:00 a.m. Central time. Details for attending the meeting, and how and when to vote, are included in this proxy statement. Your vote is very important to us. If you are unable to attend the annual meeting, please vote in advance of the meeting online, by mail or by telephone to ensure your shares are represented.

Thank you for your continued support and investment in Fiserv.

 

 

This summary highlights selected information in this proxy statement. Please review the entire proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, before voting your shares.

In 2025, we strengthened our focus on client service, world-class execution, value-added technology solutions and innovation. Following a rigorous analysis, we announced our new One Fiserv action plan, and updated our financial baseline and growth plan. Our One Fiserv action plan focuses on prioritizing and enhancing client focus across five strategic pillars: operating with a client-first mindset, building the pre-eminent small business operating platform through Clover^®, creating differentiated platforms in finance and commerce, delivering operational excellence enabled by artificial intelligence, and employing disciplined capital allocation for the long-term. In connection with the One Fiserv action plan, we have embraced the use of emerging technology, including generative and agentic artificial intelligence, to enhance our mission-critical software solutions, ignite our gateways and orchestration layers, facilitate embedded finance and improve our operations. With a focus on sustainable financial performance, client satisfaction and operational discipline, 2026 will be a critical investment and transition year for us, and is expected to establish the foundation for Fiserv to be a durable growth compounder generating compelling and predictable returns.

We made a number of leadership updates in 2025, including the appointment of our new Chief Executive Officer, Michael P. Lyons. Mr. Lyons was appointed President and CEO-Elect effective January 27, 2025, and served in that position until he assumed the role of Chief Executive Officer on May 6, 2025. Mr. Lyons brings significant industry experience, strategic insight, and a demonstrated track record of operational excellence. As former President of The PNC Financial Services Group, one of Fiserv’s largest clients, he assumed the role of Chief Executive Officer with a strong understanding of our customers and their needs, positioning him well to lead the company into its next chapter of execution and value creation. Mr. Lyons has also emphasized a commitment to execution and client service to support long-term shareholder value.

In coordination with the board, Mr. Lyons has made changes to our senior leadership team and organizational structure to position Fiserv for long-term success. These new appointments and organizational changes support our priorities to enhance client focus across key strategic pillars and promote long-term value, with the new members of our senior leadership team bringing skills and experience aligned with the company’s strategic initiatives. These updates reflect our commitment to building a world-class leadership team united in prioritizing a culture of strong execution and client service. The following is a summary of these 2025 leadership changes. 

Mr. Nixon joined as independent Chairman, bringing extensive experience as a leader in the global financial industry, including as former Chief Executive Officer of Royal Bank of Canada and as a public company director. Mr. Shedlin, former Chief Financial Officer and current Vice Chair at BlackRock, brings a strong track record of successfully executing on key strategic initiatives and strengthening relationships with clients and partners. Ms. Dufétel, Chief Financial Officer of Bridgewater Associates, brings a differentiated investor perspective from her former Chief Financial Officer and Chief Operating Officer roles at T. Rowe Price and senior-level positions at Neuberger Berman, as well as deep industry experience as former President and Chief Operating Officer of Checkout.com. Mr. Nixon and Mr. Shedlin were identified as potential director candidates by our current chief executive officer and Ms. Dufétel was identified by a third-party search firm. These appointments emphasize the board’s commitment to aligning its capabilities with the evolving needs of the business, as reflected in the director skills matrix included in this proxy statement.

Our investor relations team and members of senior management regularly communicate with our shareholders, including in connection with quarterly earnings calls, analyst meetings, and investor and industry conferences. In addition, members of senior management engage with shareholders regarding corporate governance and related matters throughout the year to understand their priorities and areas of focus. Prior to our annual meeting of shareholders in May 2025, we conducted shareholder engagement focused on leadership changes, board refreshment and compensation-related matters.

In late 2025 and early 2026, we conducted shareholder engagement focused on company performance, leadership changes, board refreshment and compensation-related matters. We extended invitations to meet with shareholders collectively owning over 50% of our outstanding shares and engaged with shareholders collectively owning nearly 30% of our shares. Mr. Fritz, as then-chair of our nominating and corporate governance committee, participated in a significant majority of these meetings. Feedback received from these discussions helped inform enhancements to our executive compensation program and compensation- and governance-related disclosures.

In our discussions, shareholders expressed positive views regarding leadership additions and board refreshment. Shareholders also expressed support for continued use of equity-based awards as a significant component of our compensation program and our focus on aligning compensation with the interests of our shareholders and long-term value creation. The table below outlines board, governance and compensation-focused feedback during fall 2025 engagements, as well as the board’s considerations to address each topic.

The board seeks to be comprised of directors with a broad set of skills, experiences, and backgrounds to ensure diverse perspectives and contemporary ideas. The board is comprised of individuals with proven business experience and significant accomplishments as well as diverse board tenure, age, and backgrounds. In particular, five nominees have served on the board for less than two years, four have served between two and five years, and two have served for more than six years.

The collective experience of our director nominees reflects a balanced mix of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes the skills for each director nominee under criteria we have identified as most relevant to our current business strategy. More detailed information about each nominee’s qualifications, skills and experience follows under “Who We Are.”

A general, non-exclusive standard for each of the categories is that the respective experience should be, as applicable, current or recent; at the C-suite or senior management level; gained at a large, complex, global company; and at a company generally known to and well-regarded by relevant peers.

Each person listed below is nominated for election to serve as a director until the next annual meeting of shareholders and until his or her successor is elected and qualified.

All of the nominees for election as director at the annual meeting have been nominated in accordance with our by-laws. There are no family relationships among any of our directors or executive officers. These nominees have consented to serve as a director if elected, and management has no reason to believe that any nominee will be unable to serve. Unless otherwise specified, the shares of common stock represented by the proxies solicited hereby will be voted in favor of the nominees proposed by the board of directors. In the event that any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares will be voted for the election of such substitute nominee, if any, as the board of directors may propose.

Our by-laws provide that each director will be elected by the majority of the votes cast with respect to that director’s election, other than in a contested election. A majority of the votes cast means that the number of votes cast “for” a director’s election exceeds the number of votes cast “withheld” with respect to that director’s election. If, in an uncontested election of directors, any incumbent nominee receives a greater number of votes “withheld” from his or her election than votes “for” his or her election, such director will promptly tender his or her resignation. The nominating and corporate governance committee will then promptly recommend to the board whether to accept or reject the resignation, and we will promptly file a Current Report on Form 8-K with the Securities and Exchange Commission that sets forth the board’s decision in which the director who tendered a resignation will not participate. In a contested election, as determined by the chair of the board, each director will be elected by a plurality of the votes cast with respect to that director’s election at a meeting at which a quorum is present regardless of whether a contested election continues to exist as of the date of such meeting.

The nominating and corporate governance committee regularly assesses the appropriate size of the board of directors, strategic needs of the board, skills and competencies of our directors, and whether any vacancies on the board of directors are expected due to retirement or otherwise. The committee evaluates prospective nominees in the context of the then current constitution of the board and considers all factors it believes appropriate, which include those set forth in our governance guidelines such as personal ethics and integrity, business judgment, experience, and an ability to represent the long-term interests of shareholders. In this regard, and to ensure diverse capabilities and viewpoints, the board should also consist of individuals with diverse director tenure, background and age who possess outstanding business experience, proven ability and significant accomplishments through other enterprises. Our governance guidelines provide that independent directors may serve on no more than four boards of directors of for-profit enterprises, including our board, without board approval, and that the committee considers each director’s time commitments, including those related to employment and other board service, as part of the annual director nomination process to ensure that the directors have adequate time to fulfill their responsibilities as a director.

The nominating and corporate governance committee recommends to the full board of directors the nominees to stand for election at our annual meeting of shareholders and to fill vacancies occurring on the board. The committee uses a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through professional search firms, current directors, shareholders or other persons. In making recommendations to the board, the committee examines each director candidate on a case-by-case basis regardless of who recommended the candidate. The committee will consider shareholder-recommended director candidates in accordance with the foregoing and other criteria set forth in our governance guidelines and the nominating and corporate governance committee charter. Recommendations for consideration by the committee must be submitted in writing to the corporate Secretary together with appropriate biographical information concerning each proposed candidate. The committee does not evaluate shareholder-recommended director candidates differently than any other director candidate. Information regarding how shareholders may nominate director nominees is found below under “Voting, Meeting and Other Matters – Shareholder Proposals for the 2027 Annual Meeting.”

The board of directors annually considers the performance of the board, board committees and individual directors. Our board believes that a meaningful evaluation process promotes good governance practices and enhances the effective functioning of the board.

The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to improve the operation and performance of the board and its committees.

Our board of directors has determined that Stephanie E. Cohen, Henrique de Castro, Harry F. DiSimone, Céline Dufétel, Lance M. Fritz, Ajei S. Gopal, Wafaa Mamilli, Gordon M. Nixon, Gary S. Shedlin and Charlotte B. Yarkoni are “independent” within the meaning of Nasdaq Marketplace Rule 5605(a)(2). Each member of the committees of our board of directors is independent, and the members of our audit and talent and compensation committees satisfy the additional independence criteria applicable to those committees under Nasdaq or Securities and Exchange Commission rules. In addition, each member of the talent and compensation committee is a non-employee director. Mr. Lyons is not independent because he is a current employee of Fiserv.

During our fiscal year ended December 31, 2025, the board of directors held fifteen meetings. During 2025, each director attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which he or she served, in each case, while the director was on the board or such committees. Our non-management directors meet in executive session without management present at each regular meeting of the board of directors. These executive sessions are led by the chairman of the board, if not an employee, or the lead director, as appropriate.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2025 annual meeting of shareholders attended the meeting.

We believe that strong independent leadership is essential for our board of directors to effectively perform its primary oversight functions. It is also important for the board to retain flexibility to determine its leadership structure based on the composition of the board, the individuals serving in leadership positions, and our performance as a company.

The board will continue to annually review its leadership structure in light of the needs of the board and the company at such time.

Our board of directors has four standing committees: an audit committee; a nominating and corporate governance committee; a talent and compensation committee; and a risk committee. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters (along with our governance guidelines and code of conduct) available on our website at https://investors.fiserv.com/corporate-governance/documents-charters. Other than the text of the charters, we are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement. More information regarding each committee’s risk oversight responsibilities can be found below under “How We Govern – Risk Oversight.”

The board of directors is responsible for providing advice and oversight of the strategic and operational direction of the company to support our shareholders’ long-term interests.

Our board is responsible for reviewing management’s strategic and financial plans. The board also monitors corporate performance against those plans including overseeing operating results on a regular basis. At least quarterly, the chief executive officer, chief financial officer, the co-presidents of each business segment and other members of management provide detailed business and strategy updates to our board. At these quarterly meetings, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; financial and operating performance; competitive landscape; product and technology; capital allocation plan; and potential acquisitions, investments, and partnerships. In addition, the board dedicates one meeting annually to strategic planning where it reviews the company’s long-term business plans and opportunities. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies.

Our management is responsible for managing risk, and our board is responsible for overseeing management. To discharge this responsibility, the board seeks to be informed about the risks we face so that it may evaluate actual and potential risks and understand how management is addressing such risks. To this end, the board, as a whole and through its committees, regularly engages with management and outside advisors about the risks we face.

We maintain an enterprise risk management (ERM) program with a top risk register and structured risk assessment process that supports strategic planning and decision making. As part of our ERM program, for each category of risk, we determine an appropriate risk appetite. We consider the risk levels of our top risks and our ability to manage those risks through mitigating controls, such that the management of significant risks can be prioritized. On an ongoing basis, we identify, categorize, assess, respond to, and monitor risks, escalating mitigation efforts as needed. We consider the ways in which risks may affect our business by measuring the impact of those risks against a consistent set of criteria, which include the potential impact to our operations, our financial performance, compliance and legal, our reputation, and our business strategy. Response plans are developed for residual risks that are above the acceptable tolerance level.

The board of directors believes that its current leadership structure best positions it to oversee the risks faced by the company today based on the company’s operations and strategic goals and the qualifications and skills of our

directors. All members of our board apart from our chief executive officer are independent and all four of our standing board committees are chaired by independent directors. Our non-executive chairman of the board has a robust set of responsibilities under our governance guidelines that enable him to provide an independent perspective on significant matters, including the management of risk.

The board of directors and its committees provide oversight of risk within the scope of their respective responsibilities, including those described below.

Our board believes it is critical to have strong and effective leadership, and regularly considers chief executive officer and management succession plans. We have a strong internal bench of executive leaders and the board has regular and direct exposure to the members of our management committee and high-potential senior leaders at each regular board meeting. In 2024, our directors focused on the succession process, developing key attributes and skills of a chief executive officer, and discussing candidates and development initiatives. With this strong foundation, in 2025, the directors were able to quickly select Mr. Lyons as our new chief executive officer.

We have adopted a written policy requiring that any related person transaction that would require disclosure under Item 404(a) of Regulation S-K under the Exchange Act be reviewed and approved by our audit committee or, if the audit committee is not able to review the transaction for any reason, a majority of our disinterested directors. Compensation matters regarding our executive officers or directors are reviewed and approved by our talent and compensation committee. The policy also provides that, at least annually, any ongoing, previously approved related person transaction is to be reviewed by the body that originally approved the transaction: to ensure that it is being pursued in accordance with all of the understandings and commitments made at the time that it was previously approved; to ensure that the commitments being made with respect to such transaction are appropriately reviewed and documented; and to affirm the continuing desirability of and need for the related person arrangement.

All relevant factors with respect to a proposed related person transaction will be considered, and such a transaction will only be approved if it is in our and our shareholders’ best interests or, if an alternate standard of review is imposed by applicable laws, statutes, governing documents or listing standards, if such alternate standard of review is satisfied.

In 2025, Sam Lituchy, an employee of the company and in-law of Mr. Bisignano, received base salary of $306,000 and restricted stock units having a grant date fair value of $458,049. He was also eligible to participate in our employee benefit plans generally available to other employees.

Qualified non-employee directors are critical to our success. We believe that the primary duties of non-employee directors are to effectively represent the long-term interests of our shareholders and to provide guidance to management. Our compensation program for non-employee directors is designed to meet several key objectives:

The talent and compensation committee of the board of directors reviews non-employee director compensation every other year and considers our financial and strategic performance, general market conditions and non-employee director compensation at the peer group companies set forth below under “Our Executive Pay – Compensation Discussion and Analysis – Determining and Structuring Compensation – Peer Group.”

Our 2025 non-employee director compensation program is summarized below:

Upon being elected or re-elected as a director, each non-employee director receives such number of restricted stock units as is determined by dividing $230,000 by the closing price of our common stock on the grant date. The chairman fee is paid half in cash and half in restricted stock units. Upon being elected or re-elected as chairman, as payment of one half of the chairman fee, the chairman receives such number of restricted stock units as is determined by dividing $75,000 by the closing price of our common stock on the grant date. Committee chair fees are in addition to the base committee fees and the chairman fee is in addition to the standard board fee and annual equity grant.

Restricted stock units vest on the earlier of the first anniversary of the grant date or immediately prior to the first annual meeting of shareholders following the grant date. All cash fees are payable quarterly in arrears and may be subject to deferral elections. Committee fees are payable with respect to each committee on which a director serves.

Under our stock ownership policy, non-employee directors are required to accumulate, within five years after joining the board, and hold our common stock having a market value of $1,320,000, four times (4x) the sum of the standard annual board cash fee plus the value of the standard annual equity award. As of the June 30, 2025 valuation date, all non-employee directors were in compliance with the policy.

We maintain a non-employee director deferred compensation plan that provides directors with flexibility in managing their compensation and promotes alignment with the interests of our shareholders. Each non-employee director may defer up to 100% of his or her cash fees, and based on his or her deferral election, the director is credited with a number of deferred share units at the time he or she would have otherwise received the fees being deferred. Each non-employee director also may defer receipt of up to 100% of shares due upon vesting of restricted stock units. Based on his or her election, the director is credited with one deferred share unit for the receipt of each such share that is deferred. Deferred share units are equivalent to shares of our common stock but have no voting rights.

Upon cessation of service on the board, the director receives one share of our common stock for each deferred share unit. Deferred share units credited to a director’s account are considered awards granted under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan and count against that plan’s share reserve.

Shareholders and any other interested party may communicate with our board of directors, non-management or independent directors as a group, or individual directors, including our chairman, by submitting communications in writing to us at 600 N. Vel R. Phillips Avenue, Milwaukee, WI, 53203, Attention: Eric C. Nelson, Secretary. Shareholders and any other interested party may also contact us by e-mail through our investor relations department at investor.relations@fiserv.com. Communications addressed to the board of directors, non-management or independent directors as a group, or individual directors, including our chairman, other than business solicitations or similar communications, will be provided to our board of directors, such group of directors, or individual directors, as applicable.

We are conducting a non-binding, advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, in accordance with Section 14A of the Exchange Act (commonly referred to as “Say-on-Pay”). Our shareholders previously expressed a preference that we hold Say-on-Pay votes on an annual basis, and our board of directors accordingly determined to hold Say-on-Pay votes every year until the next required advisory vote on the frequency of future Say-on-Pay votes.

Our talent and compensation committee seeks to structure compensation that incentivizes our leaders to strive for market-leading performance, which we expect will translate into long-term value for our shareholders and is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

We encourage shareholders to review the “Compensation Discussion and Analysis” section of this proxy statement as well as the tabular and narrative disclosure under the heading “Executive Compensation.”

We believe that our executive compensation program is designed to attract, retain and incentivize management and align pay with performance, driving long-term value creation and reflecting the views of shareholders. Our executive compensation program was supported by shareholders at the 2025 annual meeting with 91% of votes cast in favor of our Say-on-Pay proposal. The adjustments to the long-term compensation program for 2026 demonstrate our continued commitment to align the program with shareholder feedback, and provide alignment on the company’s transformation goals and strategic imperatives.

The board endorses the compensation of our named executive officers and recommends that you vote in favor of the following resolution:

“RESOLVED, that the shareholders hereby approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including under the heading ‘Compensation Discussion and Analysis’ and in the tabular and narrative disclosures under the heading ‘Executive Compensation’.”

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, the number of votes cast “for” the proposal must exceed the number of votes cast “against” the proposal. Unless otherwise specified, the proxies solicited hereby will be voted in favor of this proposal.

While the vote is advisory and will not be binding upon the board or the talent and compensation committee, the talent and compensation committee will carefully consider the outcome of the vote when considering future executive compensation decisions to the extent it can determine the cause or causes of any significant negative voting results.