UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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FISERV, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fiserv, Inc.

Dear Fellow Shareholders,

For Fiserv, 2022 marked a year of strong growth, continued innovation, and significant wins across our range of businesses. We hold a privileged position with the clients we serve, and our unparalleled reach and scale, broad portfolio of leading technology solutions, and commitment to excellence continued to resonate with them. For the year, we achieved earnings per share and revenue growth, grew margins, reinvested in the business and returned capital to shareholders through share repurchase. I am confident that our stakeholders will increasingly look to Fiserv for value – our clients for innovative solutions and expertise, our people for career growth and programs that support their well-being, and our shareholders for an attractive total return.

For our efforts in 2022, Fiserv was named a FORTUNE^® World’s Most Admired Company, a hard-earned distinction which is the definitive scorecard on corporate reputation. We’re honored that our most highly rated attributes are Innovation and Financial Soundness, two important qualities in the current environment. In the U.S., we were named a top 10 overall performer on the inaugural American Opportunity Index, which ranks large companies by how well they create economic mobility for workers, and we were recognized by Forbes as one of America’s Best Large Employers for 2022, which highlights the large employers that American workers would most recommend to others.

While we can celebrate our achievements in 2022, we are not standing still. For us, 2023 is a year of operational excellence. I am eager to drive deeper process improvement now that merger integration and the acute phase of the pandemic are behind us. We are focused on achieving the world-class operating capability that should, in turn, create value for our shareholders.

Please join me for our annual meeting which will be held online at www.virtualshareholdermeeting.com/FISV2023 on Wednesday, May 17, 2023, 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.

Sincerely,

Frank J. Bisignano

Chairman, President and Chief Executive Officer

Review your proxy statement and vote in one of four ways:

Internet	By telephone	By mail	During the meeting
Visit proxyvote.com	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope	Attend our annual meeting and cast your vote during the meeting

Table of Contents

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Proxy Summary

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, 2022, before voting your shares.

Annual Meeting Information

Time and Date	Virtual Meeting Site	Record Date
Wednesday, May 17, 2023 10:00 a.m. (CT)	www.virtualshareholdermeeting.com/FISV2023	March 20, 2023

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Director Nominees

													Committee Memberships
Directors			Occupation		Age		Director Since		Independence		Other Public Directorships		Audit		Nominating and Corporate Governance		Talent and Compensastion		Risk
	Frank J. Bisignano		Chairman, President and Chief Executive Officer		63		2019				—
	Henrique de Castro		Former Chief Operating Officer of Yahoo! Inc.		57		2019				1
	Harry F. DiSimone		Former President of Commerce Advisors, Inc.		68		2018				—
	Dylan G. Haggart		Partner of ValueAct Capital Management, L.P		36		2022				1
	Wafaa Mamilli		Executive Vice President, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc.		55		2021				—
	Heidi G. Miller		Former President of JPMorgan International		69		2019				1
	Doyle R. Simons(1)		Former President and Chief Executive Officer and a director of Weyerhaeuser Company		59		2007				1
	Kevin M. Warren		Executive Vice President and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc.		60		2020				—

	Chair
(1)	Lead Independent Director

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At-A-Glance

Board of Directors and Governance

Executive Compensation

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Corporate Social Responsibility

Shareholder Engagement

Engaging with shareholders to understand their priorities and areas of focus is fundamental to our commitment to good governance. Feedback from shareholders is shared with our management and the board and helps inform enhancements to our compensation, governance and corporate responsibility practices. In addition to our governance-focused engagement, 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 2022, we expanded the scope of our engagement to better understand shareholder perspectives on various issues. In this regard, we extended invitations to meet with shareholders collectively owning approximately 60% of our shares and engaged with shareholders collectively owning approximately 44% of our shares. The chairs of our talent and compensation committee and nominating and corporate governance committee, along with our lead director, participated in nearly half of these meetings. Over the past several years, feedback received from these discussions has helped inform enhancements to our governance, executive compensation and corporate responsibility programs and disclosures.

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New Severance Policy

At our 2022 annual meeting, we received a shareholder proposal requesting the board seek shareholder approval of severance and termination payments exceeding 2.99 times the sum of an executive officer’s base salary plus target bonus, which received support from 50.7% of votes cast. Prior to and after the shareholder vote, we engaged with shareholders to seek their perspective on this proposal. While investor feedback varied, many shareholders expressed support for an executive officer severance policy aligned to current market practices. In response to these conversations, as well as consideration of market trends, the board adopted a policy on executive officer cash severance that requires a shareholder advisory vote if cash severance exceeds 2.99 times base salary plus target cash incentive compensation.

This policy builds on the actions we took in 2021 in response to shareholder feedback regarding post-termination compensation, including eliminating single-trigger equity vesting upon a change of control and limiting cash severance upon a termination without cause for executive officers other than the chief executive officer to 1.5 times base salary plus the target cash incentive award for the year of termination.

Board and Governance Matters

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Compensation Matters

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Our Board of Directors

Our Director Nominees

Our Board Diversity Matrix (as of April 4, 2023)

The table below provides certain self-identified personal characteristics of our current directors in the format required by Nasdaq Marketplace Rule 5605(f), and each of the categories listed in the table has the meaning as it is used within the rule.

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Our Board’s Experience and Skills

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 “Proposal 1. Election of Directors – Who We Are.”

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Proposal 1: Election of Directors

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.

Who We Are

Age: 63 Director Since: 2019 Chairman since: 2022 Committees: •   None		Frank J. Bisignano
		Mr. Bisignano has served as Chairman of the Board since May 2022, Chief Executive Officer since 2020 and President since 2019. Mr. Bisignano served as our Chief Operating Officer from 2019 to 2020 and joined us as part of the acquisition of First Data Corporation. Business Experience Prior Public Directorships •   Humana, Inc., a health insurance company (2017-2021) •   First Data Corporation (2013-2019) Prior Positions •   Chief Executive Officer (2013-2019) and Chairman (2014-2019) of First Data Corporation •   Co-Chief Operating Officer, Chief Executive Officer of Mortgage Banking, Chief Administrative Officer and other executive positions at JPMorgan Chase & Co., a global financial services company (2005-2013) •   Chief Executive Officer for the Global Transactions Services business, and a member of the Management Committee, of Citigroup Inc., a global banking company (2002-2005) Reasons For Nomination •   Currently serves as our President and Chief Executive Officer •   Experienced executive and recognized leader in the financial services industry

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Age: 57 Director since: 2019 Committees: •   Audit Committee •   Talent and Compensation Committee		Henrique de Castro
		Mr. de Castro most recently served as an advisor to Cantor Fitzgerald, a global financial services firm. Business Experience Current Directorships •   Banco Santander, S.A., a Spanish multinational commercial bank (public) Prior Public Directorships •   Target Corporation, a general merchandise retail company (2013-2020) •   First Data Corporation (2017-2019) •   CF Finance Acquisition Corp., a special purpose acquisition company (2018-2019) Prior Positions •   Chief Operating Officer of CF Finance Acquisition Corp. (2018-2019) •   Advisor to Cantor Fitzgerald (2015-2019) •   Chief Operating Officer at Yahoo! Inc., a web services firm (2012-2014) •   President of Partner Business Worldwide, President of Media, Mobile & Platforms Worldwide and other senior executive positions at Google, a multinational technology company (2006-2012) •   Senior positions at Dell Corporation, a computer technology company •   Senior positions at McKinsey & Company, a leading global management consulting firm Reasons For Nomination •   Leadership and management experience in the global technology industry, including expertise in global growth strategies

Age: 68 Director since: 2018 Committees: •   Risk Committee, Chair •   Audit Committee		Harry F. DiSimone
		Mr. DiSimone most recently served as the President of Commerce Advisors, Inc., a consulting and advisory services firm for the retail financial services and payments industries. Business Experience Prior Positions •   President of Commerce Advisors, Inc. (2008-2020) •   Managing Partner and Co-Founder of Encore Financial Partners, Inc., a company focused on the acquisition and management of banking organizations in the United States (2010-2015) •   Executive Vice President, Chief Operating Officer of the Chase credit card business, Private Label Card and Merchant Processing Executive, Retail Bank Chief Marketing Officer, Consumer Banking, Investments and Insurance Executive, Chase Personal Financial Services Executive and other senior level positions at JPMorgan Chase & Co., a global financial services company, and its predecessor organizations (1976-2008) •   Advisor to a number of retail banking and payment organizations, including The Data & Marketing Association, the NYCE Payment Network, Chase Paymentech, Mastercard’s U.S. Business Committee, Visa Global Advisors, the New York Clearing House’s Strategic Planning Committee and the Federal Reserve Bank’s Payment Card Council Reasons For Nomination •   Extensive experience in the banking, payments and financial services industries

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Age: 36 Director since: 2022 Committees: •   Nominating and Corporate Governance Committee •   Talent and Compensation Committee		Dylan G. Haggart
		Mr. Haggart is a partner of ValueAct Capital Management, L.P., a global investment firm managing capital on behalf of large institutional investors, which he joined in 2013. Business Experience Current Directorships •   Seagate Technology Holdings plc, a provider of data storage technology and solutions (public) Prior Positions •   Private Equity Investor at TPG Capital, an investment advisory firm, focusing on North American buyouts (2011-2013) •   Investment Banking Advisory at Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm (2009-2011) Reasons For Nomination •   Experience in developing strategies to drive long-term profitable growth and value creation, including at companies involved in significant periods of transition •   Substantial expertise crafting shareholder aligned approaches in matters relating to mergers and acquisitions, compensation design, and corporate governance

Age: 55 Director since: 2021 Committees: •   Risk Committee •   Nominating and Corporate Governance Committee		Wafaa Mamilli
		Ms. Mamilli has served as Executive Vice President, Chief Digital & Technology Officer and Group President for China, Brazil and Precision Animal Health of Zoetis, Inc., a global animal health company, since November 2022, and served as Chief Information and Digital Officer of Zoetis since 2020. Business Experience Prior Positions •   Global Chief Information Officer for business units at Eli Lily and Company, a pharmaceutical company (2019-2020) •   Chief Information Security Officer at Eli Lily (2016-2019) •   A variety of other leadership positions at Eli Lily since 1995 Reasons For Nomination •   Extensive global experience and technology background, including expertise in cybersecurity, digital and analytics

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Age: 69 Director since: 2019 Committees: •   Nominating and Corporate Governance Committee, Chair •   Risk Committee		Heidi G. Miller
		Ms. Miller most recently served as President of JPMorgan International, a division of JPMorgan Chase & Co., a global financial services company. Business Experience Current Directorships •   Waystar, Inc., a provider of financial management technology (private) Prior Public Directorships •   HSBC Holdings plc, a British global banking and financial services company (2014-2021) •   General Mills Inc., a manufacturer and marketer of branded consumer foods (1999-2019) •   First Data Corporation (2014-2019) Prior Positions •   President of JPMorgan International (2010-2012) •   Executive Vice President, Chief Executive Officer – Treasury and Securities Services of JPMorgan Chase (2004-2010) •   Executive Vice President and Chief Financial Officer of Bank One Corporation, a commercial bank that is now part of JPMorgan Chase (2002-2004) •   Chief Financial Officer of Citigroup Inc., a global banking company Reasons For Nomination •   Leadership, management and strategic experience at complex organizations in the global banking and financial services industries

Age: 59 Director Since: 2007 Lead Director Since: 2022 Committees: •   Talent and Compensation Committee, Chair •   Audit Committee		Doyle R. Simons
		Mr. Simons most recently served as President and Chief Executive Officer and a director of Weyerhaeuser Company, a company focused on timberlands and forest products. Business Experience Current Directorships •   Iron Mountain Incorporated, a storage and information management company (public) Prior Public Directorships •   Weyerhaeuser Company (2013-2018) Prior Positions •   President and Chief Executive Officer of Weyerhaeuser Company (2013-2018), and senior advisor (2018-2019) •   Chairman and Chief Executive Officer of Temple-Inland, Inc., a manufacturing company focused on corrugated packaging and building products which was acquired in 2012 (2007-2012) •   Executive Vice President, Chief Administrative Officer, Vice President – Administration and Director of Investor Relations at Temple-Inland (1994-2007) Reasons For Nomination •   Accomplished businessperson with diverse experience in senior management, financial and legal matters

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Age: 60 Director since: 2020 Committees: •   Audit Committee, Chair •   Nominating and Corporate Governance Committee		Kevin M. Warren
		Mr. Warren has served as Executive Vice President and Chief Marketing and Customer Experience Officer of United Parcel Service, Inc., a global package delivery, supply chain management and freight forwarding company, since January 2023, and as Executive Vice President and Chief Marketing Officer of UPS since 2018. Business Experience Prior Public Directorships •   Illinois Tool Works Inc., a global manufacturer of industrial products and equipment (2010-2021) Prior Positions •   Executive Vice President & Chief Commercial Officer of Xerox Corporation, a global business services, technology and document management company (2017-2018) •   President, Commercial Business Group, President, Industrial, Retail and Hospitality Business Group, President of Strategic Growth Initiatives, and other roles at Xerox (1984-2017) Reasons For Nomination •   Deep executive and commercial leadership experience including the growth and management of global brands

How We Are Selected, Elected and Evaluated

More About Nominees

All of the nominees for election as director at the annual meeting are incumbent directors and 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.

Vote Required

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 our 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.

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What We Look for in Directors

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, an ability to represent the long-term interests of shareholders, and sufficient time to devote to board activities.

The board expects that it will consist of directors who are best-in-class and include individuals of diverse gender, sexual orientation, race, ethnicity, nationality, cultural background and age. With respect to our nominees for election at the annual meeting, half are diverse in gender, race and/or ethnicity, including two who are female and three who are diverse in race and/or ethnicity. Further to our commitment to diversity and inclusion, our governance guidelines specifically require that the initial list of candidates for any new independent director include qualified female and racially/ethnically diverse candidates.

How We Nominate Directors

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 utilizes a variety of methods to identify and evaluate director candidates who may come to the attention of the committee through current directors, professional search firms, 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 2024 Annual Meeting.”

How We Evaluate Our Performance

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.

Input

We seek director input regarding board, board committee and individual director performance. Our most recent performance review was conducted by a third party, who, among other things, interviewed each director as well as senior leaders. The results of this assessment were reported to the full board of directors. From time to time, feedback is also solicited via individual, board and board committee evaluations.

Results

The results of the board and board committee evaluations are reviewed by the board and its committees. Our lead director reviews and discusses individual director performance. In addition, the nominating and corporate governance committee reviews the performance of the board chair and takes such performance into account when making board leadership recommendations.

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Action Plans

The board and its committees consider the results of the evaluations and, as appropriate, update their practices or areas of focus to continuously improve the operation and performance of the board and its committees. Among other things, the board initiated committee and committee leadership rotations as a result of the last round of performance discussions. Additionally, the nominating and corporate governance committee formalized enhancements to our director education program to include access to additional online and in-person presentations from third-party experts on a variety of topics.

How We Are Organized

Our Independence

Our board of directors has determined that Alison Davis, Henrique de Castro, Harry F. DiSimone, Dylan G. Haggart, Wafaa Mamilli, Heidi G. Miller, Doyle R. Simons, and Kevin M. Warren 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. Bisignano is not independent because he is a current employee of Fiserv. Ms. Davis was not nominated for re-election and her term will expire at this year’s annual meeting.

Our Meetings and Attendance

During our fiscal year ended December 31, 2022, our board of directors held seven meetings. During 2022, 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 our board or such committees. Our directors meet in executive session without management present at each regular meeting of the board of directors.

Directors are expected to attend each annual meeting of shareholders. All of the directors serving on the board at the time of our 2022 annual meeting of shareholders attended the meeting.

Our Leadership

We believe that strong independent leadership is essential for our board 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 particular composition of the board, the individuals serving in leadership positions and our performance as a company.

In accordance with our governance guidelines, our board annually conducts an evaluation of its leadership structure and elects a board chair, who may or may not be our chief executive officer, based on what it believes is in the best interests of our company and our shareholders. If the individual elected as chair is the chief executive officer or is otherwise an employee of our company, our governance guidelines provide that the non-employee directors will appoint an independent lead director.

This flexible approach to board leadership has served the company well. Following our 2022 annual meeting, our independent directors determined the best leadership structure was for Mr. Bisignano to serve as chairman of the board supported by Mr. Simons as our independent lead director. This structure allows Mr. Bisignano to provide the

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board with consistency, stability and focus while ensuring independent director engagement oversight through our lead director and other governance practices. Our board continues to focus on its refreshment efforts and experience change to its composition, and therefore believes that having a combined chairman and chief executive officer coupled with a strong independent lead director allows Mr. Bisignano to effectively manage our business, execute on strategic priorities and lead the board, while Mr. Simons is able to provide independent board leadership and oversight with a robust set of recently enhanced responsibilities. The board believes that Mr. Bisignano’s leadership style and decades of financial services technology expertise make him uniquely qualified to lead discussions of the board, foster an important unity of leadership between the board and management, and promote alignment of the company’s strategy with its operational execution. We also consider shareholder feedback when determining our board leadership structure. During our recent engagements with shareholders, board composition and leadership were topics of discussions and shareholders have expressed support for Mr. Bisignano’s leadership of the company. Further, the board believes that our robust corporate governance practices, including a strong lead director role, independent leadership of all board committees, and consistent board refreshment enables efficient independent oversight.

In early 2023, the board reviewed the independent lead director’s duties and adopted updated governance guidelines to include additional responsibilities related to the approval of agendas, board meeting schedules, and information provided to the board and to engagement with shareholders.

As set forth in our governance guidelines, the lead director is elected by the non-employee directors and is responsible for, among other things:

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

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Our Committees

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. In 2022, we expanded the scope of the board committee focused on risk by converting our technology risk committee to a risk committee to enhance board oversight of a wide range of operational risks. Each of these committees has the responsibilities set forth in written charters adopted by the board of directors. We make copies of these charters available free of charge on our website at https://investors.fiserv.com/corporate-governance. 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.”

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How We Govern

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

Strategic Oversight

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 and other members of management provide detailed business and strategy updates to our board. At these reviews, our directors engage with the senior leadership team and other members of management regarding, among other topics: business objectives; our budget, capital allocation plan, and financial and operating performance; the competitive landscape; product and technology updates; and potential acquisitions, investments and partnerships. Our board is also responsible for planning management succession and monitoring and encouraging ethical behavior and compliance with laws, regulations and corporate policies.

Risk Oversight

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.

Risk Management Approach

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 impact and likelihood of our top risks, and our ability to manage those risk through mitigating controls. The risk assessment process also determines risk ratings, such that the management of significant risks can be prioritized, in part, based on their immediacy. On an ongoing basis, we identify, categorize, assess, respond to and monitor risks, escalating mitigation efforts as needed. We consider the various 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 believes that its current leadership structure best positions it to oversee the risks faced by the company today based on the qualifications and skills of our directors and its operations and strategic goals. The significant majority of our board is independent and all four of our standing board committees are chaired by independent directors. In addition, our chairman, who is also our chief executive officer, has significant industry experience and in-depth knowledge of our company and is, therefore, able to efficiently bring issues to the attention of the board. Our chairman’s leadership is complemented by an independent lead director who has a broad set of responsibilities under our governance guidelines enabling him to provide an independent perspective on significant matters, including the management of risk.

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

Board of Directors

Risk Committee

Nominating and Corporate Governance Committee

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Talent and Compensation Committee

Audit Committee

Review, Approval or Ratification of Transactions with Related Persons

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 2022, Sam Lituchy and Peter Niotis, each an employee of the company and in-law of our chief executive officer, received compensation as follows: Mr. Lituchy -- base salary and cash incentive compensation of $343,750 and restricted stock units having a grant date fair value of $160,900; Mr. Niotis – base salary and cash incentive compensation of $197,211 and restricted stock units having a grant date fair value of $61,700. Both were eligible to participate in our employee benefit plans generally available to other employees.

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How We Are Paid

Objectives for Director Compensation

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.”

Elements of 2022 Director Compensation

Our 2022 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 $210,000 by the closing price of our common stock on the grant date; and lead director, the lead director 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 lead director 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.

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Stock Ownership Requirements

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 equal to at least four times (4x) the sum of the standard annual board cash fee plus the value of the standard annual equity award. All non-employee directors are in compliance with our stock ownership policy.

Non-Employee Director Deferred Compensation Plan

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 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 share unit for the receipt of each such share that is 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 share unit. 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.

2022 Director Compensation

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How to Communicate with Us

Shareholders may communicate with our board of directors or individual directors by submitting communications in writing to us at 255 Fiserv Drive, Brookfield, Wisconsin 53045, Attention: Eric C. Nelson, Secretary. Shareholders may also contact us by e-mail through our investor relations department at investor.relations@fiserv.com. Communications addressed to the board of directors or individual directors, other than business solicitations or similar communications, will be provided to our board of directors or individual directors, as applicable.

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Our Executive Pay

Proposal 2: Advisory Vote to Approve Executive Compensation

Background

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.

Pay-for-Performance Philosophy and Key Compensation Actions for 2022

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.

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Our Policies

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 appropriately attracts, retains and incentivizes management while aligning pay with performance, driving long-term value creation and reflecting the views of shareholders. We were pleased that our executive compensation program was supported by shareholders at the 2022 annual meeting with 88% of votes cast in favor of the proposal. This level of support validated the enhancements that we made to our executive compensation program in fiscal 2021 in response to shareholder feedback. We carefully consider shareholder input in evaluating and designing our executive compensation program, as well as the results of the prior advisory vote. As a result of a substantial majority of our shareholders approving the compensation program at the 2022 annual meeting, other than the enhancements noted above that were informed by shareholder feedback, the talent and compensation committee did not implement changes to our executive compensation program.

Proposed Resolution

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.’”

Vote Required, Effect of Vote and Recommendation of the Board of Directors

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.

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Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis addresses compensation for our named executive officers for 2022.

We aspire to move money and information in a way that moves the world. As a global leader in payments and financial technology, our purpose is to deliver superior value for our clients through leading technology, targeted innovation and excellence in everything we do.

2022 Performance Highlights

In 2022, we also continued our disciplined approach to capital deployment which included share repurchases and acquisitions. Named executive officer compensation for 2022 was paid or awarded in the context of these results.

In this proxy statement, we discuss financial measures that are referred to as non-GAAP financial measures, including organic revenue growth, adjusted earnings per share, adjusted operating margin, adjusted operating income, and adjusted revenue for incentive compensation. See Appendix A to this proxy statement for more information regarding these measures and reconciliations to the most directly comparable GAAP measures.

Shareholder Engagement

Engaging with our shareholders to understand their priorities and areas of focus is fundamental to our commitment to good governance. Feedback from shareholders is shared with our management and the board and helps inform enhancements to our compensation, governance and corporate responsibility practices. In addition to our governance-focused engagement, 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 2022, we expanded the scope of our engagement to better understand shareholder perspectives on various issues. In this regard, we extended invitations to meet with shareholders collectively owning approximately 60% of our shares and engaged with shareholders collectively owning approximately 44% of our shares. The chairs of our talent and compensation committee and nominating and corporate governance committee, along with our lead director, participated in nearly half of these meetings. Over the past several years, feedback received from these discussions has helped inform enhancements to our governance, executive compensation, and corporate responsibility programs and disclosures.

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In our discussions with shareholders, they expressed positive views regarding our strong management and financial performance, along with the matters described below. After taking into account all of the feedback from our shareholders, we have made the following enhancements to our executive compensation program:

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2022 Compensation

The compensation paid to or earned by our named executive officers for 2022 performance is shown below. Incentive compensation is comprised of annual incentive awards and long-term incentive awards. To further align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders, annual incentive awards for 2022, which were determined based on the achievement of performance goals established by the talent and compensation committee at the beginning of 2022, were paid in performance share units and restricted stock units rather than cash. Long-term incentive awards were also granted as performance share unit and restricted stock unit awards. As a result, in the table below, the number of performance share units and restricted stock units reported include both annual and long-term incentive compensation grants.

The graphs and table in this section, which reflect the committee’s compensation decisions for fiscal 2022, supplement, and are not a substitute for, the information in the Summary Compensation Table, which is presented in accordance with Securities and Exchange Commission rules. We discuss each of the compensation elements for 2022 performance below under ”2022 Named Executive Officer Compensation.”

2022 Supplemental Compensation Table

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Executive Compensation Practices

Our compensation program is designed to create long-term value for our shareholders by rewarding performance and sustainable growth. 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.

What We Do
	Pay for Performance. Named executive officer compensation is primarily variable and delivered in the form of long-term incentive equity awards, at least half of which are granted in the form of performance share units. Annual incentive awards are based on performance against predefined performance metrics.
	Performance Share Units. We grant performance share units that vest based on the achievement of three-year absolute and relative performance goals. In 2023, half of the equity granted to our executive officers, and 60% of the equity granted to our chief executive officer, was in the form of performance share units.
	Rigorous Relative Total Shareholder Return Goal. Forty percent (40%) of the performance share units granted as 2022 incentive compensation vest based on our relative total shareholder return over a three-year performance period as compared to the S&P 500 Index. These performance share units only vest at target for above-median performance, and the number of shares issued is capped at the target amount if our absolute total shareholder return over the three-year period is negative.
	Cash Severance Policy. In 2022, our board adopted an executive officer cash severance policy that requires an advisory shareholder vote on any new or amended agreement with an executive officer providing for cash severance benefits that exceed 2.99 times the sum of an executive officer’s base salary plus target cash incentive award.
	Double-Trigger Change of Control Benefits. In the event of a change of control, our executive officers will only receive a cash severance payment and vesting of unvested restricted stock units, stock options and performance share units upon a qualifying termination following the change of control.
	Robust Stock Ownership. We have a stock ownership policy that requires our executive officers and directors to own a significant amount of Fiserv equity to further align their interests with those of our long-term shareholders.
	•	Chief Executive Officer – twelve times (12x) his annual base salary
	•	Other executive officers – four times (4x) their respective annual base salaries
	•	Directors – four times (4x) the sum of the annual board cash fee and equity award value
	Clawback Policy. We have a compensation recoupment, or “clawback,” policy.

What We Don’t Do
	No Hedging or Pledging. We have a policy that prohibits our directors and executive officers from hedging or pledging Fiserv stock.
	No Pensions. We do not provide separate pension programs or a supplemental executive retirement plan to our executive officers.
	No Gross-Ups. We do not generally provide for tax gross-up arrangements with our executive officers.
	No Change of Control Agreements. We have a severance policy for our executive officers and, other than our employment agreement with our chief executive officer, no executive officers have employment or other agreements with us.
	No Option Repricing. Our equity plan prohibits the repricing or backdating of stock options and the cancellation of underwater stock options in exchange for a cash payment or the issuance of other securities by us to the award holder.

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Determining and Structuring Compensation

Compensation Philosophy and Objectives

The goal of our executive compensation program is the same as our goal for operating our company: to create long-term value for our shareholders and clients. To this end, we design our compensation program to incentivize and reward our executive officers for sustained financial, operating and strategic performance, to align their interests with those of our shareholders, and to encourage them to remain with the company for long and productive careers. Our talent and compensation committee also seeks to structure compensation that is balanced by the risk of lower performance-based compensation when we do not meet our performance objectives.

As discussed above under “Our Executive Pay – Pay-for-Performance Philosophy and Key Compensation Actions for 2022,” the committee also considers the results of shareholder advisory votes and input received during shareholder engagement discussions when designing the compensation program for our named executive officer compensation.

Components of Compensation

The principal elements of compensation that we generally provide to our named executive officers are base salary, annual cash incentive awards and long-term equity incentive awards. We seek to increase the percentage of total pay that is “at risk” as executive officers move to greater levels of responsibility in the company and thus have a more direct impact on company results. We intend to structure the target compensation of executive officers so that they receive a significant portion of their compensation in the form of equity to further align our executive officers’ interests with those of our shareholders.

When making equity award decisions, we do not consider existing equity ownership because we do not want to discourage executive officers from holding significant amounts of our common stock. We also do not review realized compensation from prior equity awards when making current compensation decisions. If the value of equity awards granted in prior years increases significantly in future years, we do not believe that this positive development should impact current compensation decisions.

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Determining Compensation

The Talent and Compensation Committee’s Role

The talent and compensation committee of the board of directors is responsible for, among other things:

With respect to executive officers, at the beginning of each year, the talent and compensation committee approves cash incentive payments and equity awards, sets base salaries and approves cash incentive and performance share unit goals and targets.

Management’s Role

Our chief executive officer annually completes a self-appraisal of his performance. For 2022, his appraisal focused on financial and strategic results, team culture and talent development, integration and business structure, control environment and leadership succession. The appraisal is provided to all directors, who each provide their perspective with respect to chief executive officer performance to the chair of the nominating and corporate governance committee. Director input is then compiled and shared with the full board. The talent and compensation committee considers the annual review and director feedback when determining compensation. Our chief executive officer does not attend the portion of any talent and compensation committee meeting during which the committee deliberates on matters related specifically to his compensation. Management compiles market data and information to make recommendations to the talent and compensation committee regarding compensation matters. In addition, our chief executive officer makes recommendations to the talent and compensation committee concerning the compensation of executive officers other than himself.

Consultant’s Role

In 2022, the talent and compensation committee engaged Pay Governance, LLC (“Pay Governance”) to advise it regarding director and executive officer compensation, including performance share unit design, and the terms of a new employment agreement with our chief executive officer. Pay Governance also provided the company with market compensation data and analysis, assistance with tally sheet calculations and assistance with certain proxy statement-related calculations. Management used the market data provided by Pay Governance as one point of consideration in formulating recommendations to the committee regarding compensation matters, and the committee used such data as a reference in assessing chief executive officer compensation. The committee reviewed Pay Governance’s work and its policies and procedures regarding independence and concluded that Pay Governance was able to provide independent advice regarding executive compensation matters during its engagement.

Peer Group

In setting compensation levels for our executive officers, the talent and compensation committee considers, among other things, the compensation of similarly situated executives at companies in our peer group by reviewing publicly available proxy and survey data regarding comparable executive officer positions and the compensation paid to our executive officers in light of their relative functional responsibilities and experience. Notwithstanding the use of benchmarking as a tool to set compensation, comparison data only provides a context for the decisions that the talent and compensation committee makes. The committee may also consider, among other matters, market trends in executive compensation, the percentage that each component of compensation comprises of an executive officer’s total compensation and the executive officer’s tenure in position.

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The peer group the talent and compensation committee considered for 2022 compensation is set forth below:

We believe our peer group is comprised of companies that compete with us for talent; directly compete with us in our primary businesses; have similar business models in similar industries because they reflect the complexities inherent in managing an organization with multiple business lines and revenue sources; and are of similar size based primarily on annual revenue and market capitalization.

2022 Named Executive Officer Compensation

Base Salaries

The talent and compensation committee did not increase the base salaries of our chief executive officer or other named executive officers for 2022.

Annual Incentive Awards

At the beginning of 2022, the talent and compensation committee set quantitative corporate performance objectives for annual cash incentive awards based on two financial measures – adjusted revenue for incentive compensation, which we refer to in this section as adjusted revenue, and adjusted operating income. The committee selected adjusted revenue because it believes that the long-term value of our enterprise depends on our ability to generate revenue excluding the impact of our Output Solutions postage reimbursements, deferred revenue purchase accounting adjustments and acquired revenue. The committee also considers adjusted operating income as both a key performance objective and a primary indicator of free cash flow growth. For 2022, the committee set the performance goals for adjusted revenue and adjusted operating income such that it believed that it would be reasonably unlikely that the top end of the range would be achieved but it would be reasonably likely that the target could be achieved. A discussion of how adjusted revenue for incentive compensation is calculated from GAAP revenue is provided in Appendix A to this proxy statement.

The performance objectives, weighting, and threshold, target, maximum and actual amounts for our named executive officers for 2022 were as follows:

The threshold, target and maximum potential payouts for each of our named executive officers were set by the talent and compensation committee based on the short-term incentive compensation available to individuals holding similar positions at our peer companies, balanced against the committee’s view that total compensation should weigh more heavily in favor of long-term versus short-term incentive compensation.

Based on our achievement of adjusted revenue for incentive compensation and adjusted operating income, the talent and compensation committee approved actual annual incentive payments to our named executive officers for 2022 at 122.8% of target.

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To further align the interests of our executive officers with the interests of our shareholders and to promote long-term value creation for shareholders, the talent and compensation committee elected to pay the annual incentive awards for 2022 entirely in equity, comprised of 50% performance share units and 50% restricted stock units, except in the case of Mr. Bisignano, who received 60% performance share units and 40% restricted stock units. Because these equity grants were made in 2023, they do not appear in the Summary Compensation Table in this proxy statement; instead, the amounts will be reported as stock awards in the Summary Compensation Table in the proxy statement for our 2024 annual meeting in accordance with applicable Securities and Exchange Commission rules. The restricted stock units will vest one-third per year on the first three anniversaries of the grant date, and the terms of the performance share units are the same as those described below under the heading “Equity Incentive Awards – Terms of Performance Share Units.”

Long-Term Incentive Awards

Awards Granted in 2023

In February 2023, we granted annual equity awards to our named executive officers based on the level of each executive officer’s responsibilities and the talent and compensation committee’s judgment of each executive’s performance in 2022 with respect to strategic impact, execution of our commitment to provide innovative solutions for our clients, talent development, risk management, financial results, and, other than with respect to his own awards, the recommendation of our chief executive officer.

The annual equity mix awarded by the talent and compensation committee to each of our named executive officers is consistent with our objective of emphasizing performance-based compensation and aligning our executive officers’ economic interests with those of our shareholders. Half of the equity granted to our named executive officers during the annual grant cycle in each of 2022 and 2023 was in the form of performance share units with a three-year performance period and, in 2023, we increased the percentage of performance share units granted to our chief executive officer to 60% of the equity granted to him. The number and grant date fair value of the equity incentive awards made to our named executive officers in February 2023 for 2022 performance were as follows. The table below does not include equity issued in respect of the annual cash incentive awards discussed above under the heading “Annual Incentive Awards.”

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The number of performance share units granted was determined by dividing the award dollar amount approved by the talent and compensation committee by the simple average of the closing price of our common stock on each of the five trading days ending on, and inclusive of, the grant date. The number of restricted stock units was determined by dividing the award dollar amount approved by the committee by the closing price of our common stock on the grant date. Please see “Equity Incentive Awards – Terms of Performance Share Units” below for more information regarding the performance goals and weightings applicable to the performance share units. These equity incentive awards will appear in the Summary Compensation Table and Grants of Plan-Based Awards Table in the proxy statement for our 2024 annual meeting of shareholders in accordance with applicable Securities and Exchange Commission rules.

Awards Granted in 2022

The annual equity incentive awards made to our named executive officers in 2022 for performance in 2021 were based on the factors described above. These awards are reflected below and in the Summary Compensation Table and Grants of Plan-Based Awards Table under “Executive Compensation” in accordance with Securities and Exchange Commission rules.

Terms of Performance Share Units

The performance share units granted in each of 2021, 2022 and 2023 to our named executive officers have a three-year performance period ending December 31, 2023, 2024 and 2025, respectively. We refer to the performance share units granted in 2021 as the “2021 PSUs,” those granted in 2022 as the “2022 PSUs,” and those granted in 2023 as the “2023 PSUs.”

Performance Metrics and Weighting

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Performance Metrics Description and Analysis

Total Shareholder Return

The company’s relative total shareholder return will be assessed by the talent and compensation committee based on the percentile rank of the company over the three-year performance period relative to the total shareholder return of the companies in the S&P 500 Index as of the first day of the three-year performance period applicable to each award. We require relative total shareholder return performance above the median level for the applicable portion of the performance share units to vest at target. If the company’s total shareholder return for the three-year performance period is negative on an absolute basis, the performance multiplier is capped at 100%.

The performance multipliers to be applied to the target number of shares issuable based on relative total shareholder return at the threshold, target and maximum achievement levels are as follows:

Annual Performance Goals

Each of organic revenue growth, adjusted operating income and adjusted earnings per share, as applicable, is measured separately for each fiscal year in the three-year performance period, and the talent and compensation committee determines separate performance multipliers with respect to each metric for each such fiscal year. The average performance multiplier, calculated by taking the numeric average of the performance multipliers earned with respect to each fiscal year in the three-year performance period, will be used to calculate the number of units earned based on each metric.

Performance Goals for 2022

In 2022, the talent and compensation committee established the achievement levels as follows:

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Performance Goals for 2023

In 2023, the talent and compensation committee established the achievement levels as follows:

The committee will establish the threshold, target and maximum achievement levels for each metric for 2024, in the case of both the 2022 PSUs and 2023 PSUs, and for 2025, in the case of the 2023 PSUs.

2019 Performance Share Units

The performance share units granted in 2019, with a three-year performance period ended on July 31, 2022, vested at 100% of the target award level based on cost synergy attainment of $1.205 billion (30% weighting) and revenue synergy attainment of $720 million (20% weighting) over the three-year period ended July 31, 2022, as well as our total shareholder return outperformance of the S&P 500 Index of 41.9 percentage points over the three-year period (50% weighting). Upon vesting and subject to required tax withholding, Messrs. Bisignano, Chiarello and Hau received 143,971, 57,589, and 38,393 shares of our common stock, respectively, in 2022.

Other Elements of Compensation

Post-Employment Benefits

We provide severance and change of control protections to our named executive officers through a severance policy and agreements which are discussed below under the heading “Agreements with Executive Officers.” Under our severance policy, the cash severance payment upon a termination without cause is equal to 1.5 times base salary plus the target cash incentive award for the year of termination. In addition, all restricted stock units and stock options and the performance share units are subject to double trigger vesting following a change of control.

Perquisites

Under Mr. Bisignano’s employment agreement, he is entitled to reasonable use of our company aircraft for personal travel and company-provided car and driver as well as financial planning assistance. More information regarding perquisites provided to our named executive officers is available in footnote 4 to the Summary Compensation Table below.

Health and Welfare Benefits

We provide subsidized health and welfare benefits to our named executive officers, which include medical, dental, life insurance, disability insurance and paid time off on the same terms generally available to all salaried employees, subject to limitations under applicable law. Our named executive officers, however, were not eligible in 2022 for company matching contributions under our 401(k) savings plan, company contributions to health savings accounts or participation in the employee stock purchase plan. We do not provide a separate pension program or a supplemental executive retirement plan.

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Non-Qualified Deferred Compensation Plan

Our named executive officers, along with other highly compensated employees, are eligible to participate in a non-qualified deferred compensation plan pursuant to which they can defer up to 75% of base salary, commissions and/or any cash payment earned pursuant to one of our written incentive plans. Participants must make a deferral election each year and may elect to have distributions begin on a specified date or following cessation of service, upon death or in connection with a change of control. Distributions are generally made in a lump sum or in up to 15 annual installments. Accounts are credited with earnings based on each participant’s selection among investment choices that are similar to those available under our 401(k) savings plan. Investment allocations may be changed at any time by the participant. We do not make any contributions to this plan. Please see the table included in “Compensation Discussion and Analysis – Non-Qualified Deferred Compensation in 2023” for additional information about our non-qualified deferred compensation.

Additional Compensation Policies

Securities Trading Policy; Prohibition on Hedging and Pledging

We prohibit our executive officers from trading in or making gifts of our common stock during certain periods at the end of each quarter until the day after the first full trading day after we disclose our financial and operating results unless such trading occurs under an approved Rule 10b5-1 plan. We may impose additional restricted trading periods at any time if we believe trading by executive officers would not be appropriate because of developments that are, or could be, material. In addition, we require pre-clearance of all stock transactions by designated senior members of management and our board of directors, including the establishment of a Rule 10b5-1 trading plan, and impose a statutory waiting period after entering into a Rule 105b-1 trading plan.

We also prohibit our employees, officers and directors from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the value of our common stock granted to, or held directly or indirectly by, our employees, officers and directors, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Our employees, officers and directors are also prohibited from engaging in short sales of our stock. Furthermore, directors and executive officers are prohibited from pledging our stock and from entering into transactions in derivative instruments in connection with our stock.

Stock Ownership

We believe that stock ownership by our executive officers is essential for aligning management’s long-term interests with those of our shareholders. To emphasize this principle, we maintain a stock ownership policy that requires our executive officers to own equity having a value of at least the following:

We believe that these levels are sufficiently rigorous to demonstrate a commitment to long-term value creation, while satisfying our executive officers’ needs for portfolio diversification. All executive officers are expected to satisfy the stock ownership requirements within five years after they become subject to them with minimum attainment levels beginning at the end of the second year. All named executive officers are in compliance with these requirements.

Compensation Recoupment Policy

In the event that we restate our financial results, we may recover all or a portion of the incentive awards that we paid or granted, or that vested, on the basis of such results. Recovery may be sought, in the discretion of the board, from any person who was serving as an executive officer of the company at the time the original results were published. Both cash and equity incentive awards are subject to recoupment; there is no time limit on our ability to recover such amounts, other than limits imposed by law; and recoupment is available to us regardless of whether the individuals subject to recoupment are still employed by us when repayment is required. To the extent recoupment is sought, the

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board of directors may, in its discretion, seek to recover interest on amounts recovered and/or costs of collection, and we have the right to offset the repayment amount from any compensation owed by us to any executive officer. The independent members of our board of directors, or a committee thereof comprised solely of independent directors, are responsible for determining whether recoupment is appropriate and the specific amount, if any, to be recouped by us. As a result of changes to applicable law and stock exchange listing rules, we intend to amend the compensation recoupment policy this year to comply with the new requirements.

Equity Award Grant Practices

The talent and compensation committee approves annual equity awards to the company’s executive officers, including all named executive officers, in the early part of each year. The committee also delegates authority to our chief executive officer and chief financial officer to approve annual equity awards to employees who are not executive officers from an equity award pool approved by the committee for this purpose. In addition, in order to accommodate the need for periodic awards, such as in connection with newly hired employees, promotions or retention awards, the talent and compensation committee delegates authority to our chief executive officer and chief financial officer to enable either of them to grant equity awards within certain parameters; provided that all grants to directors and executive officers are specifically made by the talent and compensation committee. Our equity grant policy prescribes the timing of awards or specific grant dates. Under the Amended and Restated Fiserv, Inc. 2007 Omnibus Incentive Plan (the “Incentive Plan”), the exercise price of all options to purchase shares of our common stock may not be less than the closing price of our common stock on the NASDAQ stock market on the grant date.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct from our taxable income for federal income tax purposes in any one year with respect to covered employees, which group typically includes our named executive officers. The talent and compensation committee may establish compensation arrangements that otherwise may not be fully tax deductible under applicable tax laws if it believes such compensation arrangements will further the objectives of our executive compensation program.

Agreements with Executive Officers

Executive Severance and Change of Control Policy

The Fiserv, Inc. Executive Severance and Change of Control Policy (the “Policy”) provides for the payment of cash severance and certain other benefits to members of the company’s management committee including our named executive officers. All restricted stock units, stock options and performance share units are subject to double trigger vesting following a change of control. A complete discussion of the terms of the Policy, together with an estimate of the amounts potentially payable under the Policy, appears below under the heading “Executive Compensation –Potential Payments Upon Termination or Change of Control.”

Bisignano Employment Agreement

On December 21, 2022, we entered into a new employment agreement with Mr. Bisignano, which supersedes his previous employment agreement. The new employment agreement provides that Mr. Bisignano will serve as our president and chief executive officer until December 21, 2027, and, subject to election by our shareholders, as a director during the specified period. The agreement will automatically renew for one-year terms unless either party gives the other 90 days prior written notice of his or its desire to terminate the agreement.

Under his new employment agreement, Mr. Bisignano is entitled to receive: (i) an annual salary of at least $1,400,000 beginning in 2023; (ii) an annual cash incentive opportunity with a target payout of at least $2,500,000; (iii) annual long-term equity awards as determined by our board or talent and compensation committee; (iv) reasonable use of our company aircraft for personal travel, use of a company-provided car and driver and financial planning assistance; and (v) employee, welfare, retirement and other benefits as are generally made available to our executive officers.

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In the event of a conflict between his employment agreement and the terms of an equity award agreement, his employment agreement will control unless the equity award agreement provides a more favorable benefit. The terms of Mr. Bisignano’s employment agreement resulted from an arm’s-length negotiation, after discussions with our compensation consultant, and, as a result, we believe the terms reflect the market terms for the leader of a company of our size in our industry.

Other Agreements

Pursuant to her sign-on agreement, Ms. Kereere is entitled to: (i) a base salary of $900,000, (ii) a total annual incentive opportunity of $4,100,000, (iii) reimbursement of relocation expenses, and (iv) income tax equalization assistance and payments in the U.S. and the United Kingdom not covered by her former employer until December 31, 2023, so that she pays no more income tax than she would have as a U.S. taxpayer and provided she remains employed by us during this period. Ms. Kereere’s sign-on agreement resulted from arm’s-length negotiations, and, as a result, we believe the terms reflect market terms for a leader of a company of our size in our industry.

Compensation Committee Report

The talent and compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our review and the discussions with management, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2022.

Doyle R. Simons, Chair
Henrique de Castro
Dylan G. Haggart

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, there were no talent and compensation committee interlocks between us and other entities involving our executive officers and directors who serve as executive officers or directors of such other entities. During the last completed fiscal year, no member of the talent and compensation committee was a current or former officer or employee.

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Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation of our chief executive officer, our chief financial officer, and our next three highest paid executive officers (collectively, our “named executive officers”) for the year ended December 31, 2022.

Fiserv, Inc.2023 Proxy Statement   |  43

Fiserv, Inc.2023 Proxy Statement   |  44

Grants of Plan-Based Awards in 2022