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. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

FISERV, INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

Notice of
2023 Annual
Meeting of
Shareholders

May 17, 2023

Wednesday, at 10:00 a.m. (CT)

Virtual Annual Meeting Site

www.virtualshareholdermeeting.com/FISV2023, where you will be able to listen to the annual meeting live, submit questions and vote online

Who Can Vote

Holders of Fiserv stock at the close of business on March 20, 2023.

Participating in the Virtual Annual Meeting

The annual meeting will be held via live webcast to enable broad shareholder attendance and provide a consistent experience to all shareholders regardless of location. Holders of Fiserv stock at the close of business on March 20, 2023, are entitled to participatein, examine our shareholder list at, and submit questions in writing during, the annual meeting by visiting www.virtualshareholdermeeting.com/FISV2023. To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. The annual meeting will begin promptly at 10:00 a.m. (CT). Online check-in will begin at 9:45 a.m. (CT). Please allow ample time for the online check-in procedures.

Date of Mailing

On April 4, 2023, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

	Matters to be Voted On
	1.	Election of eight directors to serve for a one-year term and until their successors are elected and qualified.

	2.	Approval, on an advisory basis, of the compensation of our named executive officers.

	3.	Approval, on an advisory basis, of the frequency of the shareholder advisory vote on the compensation of our named executive officers.

	4.	Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.

	5.	Shareholder proposal requesting an independent board chair policy.

	Any other business as may properly come before the annual meeting or any adjournments or postponements thereof.

	By Order of the Board of Directors, Eric C. Nelson Secretary April 4, 2023

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

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on May 17, 2023: The proxy statement, 2022 Annual Report on Form 10-K and the means to vote by Internet are available at http://www.proxyvote.com.

Table of Contents

Proxy Summary	04
Annual Meeting Information	04
Director Nominees	05
At-A-Glance	06
Shareholder Engagement	07

Our Board of Directors	10
Our Director Nominees	10
Our Board Diversity Matrix	10
Our Board’s Experience and Skills	11
Proposal 1: Election of Directors	12
Who We Are	12
How We Are Selected, Elected and Evaluated	16
How We Are Organized	18
How We Govern	21
How We Are Paid	24
How to Communicate with Us	26

Our Executive Pay	27
Proposal 2. Advisory Vote to Approve Executive Compensation	27
Compensation Discussion and Analysis	29
Compensation Committee Report	42
Compensation Committee Interlocks and Insider Participation	42
Executive Compensation	43
Summary Compensation Table	43
Grants of Plan-Based Awards in 2022	45
Outstanding Equity Awards at December 31, 2022	46
Option Exercises and Stock Vested During 2022	47
Non-Qualified Deferred Compensation in 2022	48
Potential Payments Upon Termination or Change of Control	48
Pay Versus Performance	56
Pay Ratio	59

Proposal 3: Advisory Vote on Frequency of Shareholder Advisory Vote on Executive Compensation	61

Audit and Related Matters	62
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm	62
Independent Registered Public Accounting Firm and Fees	63
Audit Committee Pre-Approval Policy	63
Audit Committee Report	63

Proposal 5: Shareholder Proposal	65
Fiserv’s Statement in Opposition	66

Our Shareholders	69
Common Stock Ownership	69

Voting, Meeting and Other Matters	72
Notice of Internet Availability of Proxy Materials	72
Who Can Vote	72
How to Vote	72
Proxies	73
How to Participate in the Meeting	74
Quorum	74
Shareholder Proposals for the 2024 Annual Meeting	74
Delinquent Section 16(a) Reports	75
Proxy Statement and Annual Report Delivery	75

Forward-Looking Statements	76

Appendix A – Non-GAAP Financial Measures	A-1

Fiserv, Inc. 2023 Proxy Statement | 03


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

Items of Business		Board’s Recommendation	Where to Find Details
1.	Election of eight directors to serve for a one-year term and until their successors are elected and qualified.	FOR all nominees	P. 10 - 26
2.	Approval, on an advisory basis, of the compensation of our named executive officers.	FOR	P. 27 - 60
3.	Approval, on an advisory basis, of the frequency of the shareholder advisory vote on the compensation of our named executive officers.	EVERY YEAR	P. 61
4.	Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.	FOR	P. 62
5.	Shareholder proposal requesting an independent board chair policy.	AGAINST	P. 65 - 68

							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		—

	•	Strengthened the Lead Director Role. In early 2023, to further strengthen our board leadership structure, we amended our governance guidelines to expand the responsibilities of our lead director to include approving board meeting agendas, schedules, and materials and engaging with shareholders.
	•	Refreshed Board Membership. We appointed several new independent directors in recent years and, in 2022, three longer-tenured directors transitioned off the board. In 2023, we expect an additional longer-tenured director to transition off the board and to appoint new directors to enhance the expertise of the board, provide strategic insights, and support the evolving needs of our business and the board.
	•	Continued Board Diversity. Half of our nominees for election at the annual meeting are diverse in gender, race and/or ethnicity, including two who are female and three who are diverse in race and/or ethnicity. In accordance with our governance guidelines, the board is committed to actively seeking qualified female and racially/ethnically diverse candidates to enhance the diversity of the board.
	•	Rotated Committee Membership and Leadership. We rotated our board committee chairs and memberships during 2022 to best utilize the experience of our directors and to encourage new perspectives.
	•	Enhanced Board Performance Review. We engaged a third-party to conduct our annual review of the board and individual director performance, including through director and management interviews.
	•	Established 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 wider range of operational risks.

	•	Entered into New CEO Employment Agreement. To affirm the continuity of our leadership, we entered into a new, five-year employment agreement with our chief executive officer to serve in such capacity through 2027. The agreement reflects current market best practices, including by eliminating a minimum guaranteed annual equity grant amount, aligning cash severance payments to the terms of our new executive officer cash severance policy, and requiring performance share units to vest based on actual performance at the end of the performance period in various termination scenarios.
	•	Expanded Our Use of Performance Share Units. Mr. Bisignano’s incentive compensation for 2022 was paid entirely in the form of equity awards, with 60% of the awards in the form of performance share units (“PSUs”) and 40% in the form of restricted stock units (“RSUs”).The 60 / 40% ratio of PSUs to RSUs, respectively, reflects an increased level of PSUs compared to the 50 / 50% ratio in the prior year. Our other executive officers also received their incentive compensation for 2022 entirely in the form of equity, with 50% of the awards in PSUs and 50% in RSUs.
	•	Adopted a Cash Severance Policy. In response to shareholder support of a shareholder proposal at our 2022 annual meeting, our board of directors 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.

	•	Formalized ESG Oversight. We formalized our nominating and corporate governance committee’s oversight of our environmental, corporate social responsibility and governance (ESG) programs, policies, disclosures, and reporting and expanded the scope of our talent and compensation committee’s responsibilities to include human capital strategy, including with respect to diversity, equity and inclusion, talent engagement and culture.
	•	Enhanced ESG Reporting. In 2022, we enhanced our Corporate Social Responsibility (CSR) Report to align with the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) reporting standards. We plan to further enhance this year’s CSR Report by incorporating the Task Force on Climate-Related Disclosures (TCFD) reporting framework and providing expanded disclosure regarding data privacy and security and board and committee oversight.
	•	Focused on Learning and Development. We continued to provide employees with training, learning, and career development opportunities in 2022 and built on our recruiting and internal mobility programs, including through our Leading Women, Leading Fiserv and Vision to Results leadership programs.
	•	Grew Our Employee Resource Groups. Our Employee Resource Groups continue to grow in number and expand in membership and they serve as a catalyst for our diversity, equity and inclusion programing and a guide for our volunteer and community engagement efforts.
	•	Expanded Environmental Stewardship Capabilities. In 2022, our New York City office earned LEED Gold status and LEED certification for our new technology innovation center in Berkeley Heights, NJ is pending. We also delivered on our commitment to release an environmental policy and successfully completed our second Carbon Disclosure Project (CDP) Climate Change submission.

Total Number of Directors	9
Part I: Gender Identity⁽¹⁾	Female	Male
Directors	3	6
Part II: Demographic Information
African American or Black	—	1⁽²⁾
Hispanic or Latinx	—	1⁽²⁾
White	3⁽³⁾	4

(1)	Three of our directors, Mses. Davis, Mamilli and Miller, self-identify as female. Ms. Davis’ term will expire at this year’s annual meeting.
(2)	Mr. Warren self-identifies as African American or Black and Mr. de Castro self-identifies as Hispanic or Latinx.
(3)	Ms. Mamilli self-identifies as North African/Middle Eastern.

	Bisignano	de Castro	DiSimone	Haggart	Mamilli	Miller	Simons	Warren
Payments	•	•	•			•
Technology & Information Security	•		•		•			•
Executive Leadership “C-Level”	•	•	•		•	•	•	•
Public Company Board	•	•		•		•	•	•
Finance	•	•	•	•	•	•	•	•
Strategy	•	•	•	•	•	•	•	•
Global Experience	•	•	•	•	•	•	•	•
Compensation and Talent	•	•	•	•	•		•	•
Risk Management	•	•	•		•	•	•	•
Government, Regulation, Geopolitical	•					•	•
Ecommerce, Mobile, Digital	•	•	•		•			•

	•	Acting as the principal liaison between non-employee directors of the board and the chair of the board of directors

	•	Approving information provided to the board of directors

	•	Approving meeting agendas for the board of directors

	•	Approving meeting schedules to assure that there is sufficient time for discussion of all agenda items

	•	Calling meetings of the non-employee directors

	•	If requested by major shareholders, ensuring that he or she is available for consultation and direct communication

	•	Presiding over board and shareholder meetings where the chair of the board is not present

	•	Presiding over executive sessions of the non-employee directors and providing feedback to the chair of the board regarding the same

	•	Providing input to the nominating and corporate governance committee regarding the membership of board committees and committee chairs

	•	Participating in the annual chief executive officer performance evaluation and the board and individual director performance review process

	•	Providing input to the chair of the board regarding advisors and consultants retained by the board

	•	Performing such other duties as from time to time may be assigned to him or her by the independent directors of the board

Audit Committee
Mr. Warren (Chair)	The audit committee’s primary role is to provide independent review and oversight of our financial reporting processes and consolidated financial statements, system of internal controls, audit process and results of operations and financial condition. The audit committee is directly and solely responsible for the appointment, compensation, retention, termination and oversight of our independent registered public accounting firm and establishing, and periodically reviewing and approving, procedures for the receipt, retention and treatment of complaints regarding accounting, internal control or auditing matters. The board of directors has determined that Ms. Davis and Messrs. de Castro, DiSimone, Simons and Warren are “audit committee financial experts,” as that term is used in Item 407(d)(5) of Regulation S-K.
Ms. Davis
Mr. de Castro
Mr. DiSimone
Mr. Simons
Number of Meetings held in 2022: 8

Nominating and Corporate Governance Committee
Ms. Miller (Chair)	The nominating and corporate governance committee assists the board of directors to identify, evaluate and recommend potential director nominees and annually reviews the size, structure, composition and functioning of the board and its committees including committee rotation and leadership. The committee is also responsible for corporate governance matters and oversees our ESG programs and practices.
Mr. Haggart
Ms. Mamilli
Mr. Warren
Number of Meetings held in 2022: 4

Talent and Compensation Committee
Mr. Simons (Chair)	The talent and compensation committee determines and implements compensation policies and programs designed to create long-term value for our shareholders, including reviewing and approving executive officer compensation, and overseeing our human capital management strategy, including with respect to diversity, equity and inclusion, talent engagement, and culture. Additional information regarding the talent and compensation committee and our named executive officer compensation is provided below under the heading “Our Executive Pay – Compensation Discussion and Analysis.”
Mr. de Castro
Mr. Haggart
Number of Meetings held in 2022: 6

Risk Committee
Mr. DiSimone (Chair)	The risk committee is responsible for oversight of key company risks, including cybersecurity, risk appetite, risk governance structure, regulatory exams, risk management and other selected risk topics.
Ms. Davis
Ms. Mamilli
Ms. Miller
Number of Meetings held in 2022: 5

	•	Maintains primary oversight of strategic, operational, financial (including capital management), succession and culture-related risks

	•	Receives information regarding our financial performance and condition from our chief financial officer to understand and address current and emerging risks

	•	Discusses with senior management and other business leaders our business strategy, operations and results, as well as developments in our industry, to enable the board to evaluate competitive and operational risks

	•	Reviews and discusses with management key risks, including cybersecurity, resiliency, technology, privacy and data management, credit, settlement, liquidity, third-party, regulatory compliance, and market risk, including product, geography and competition risks

	•	Annually reviews, jointly with the audit committee, our ERM program, including the identification of top risks

	•	Reviews with the board issues arising with respect to the performance of the risk management function

	•	Periodically reviews and approves a list of top enterprise risks, an enterprise risk appetite statement, and the tolerance levels for board-level risk metrics

	•	Reviews and discusses with management the risk appetite relating to top risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks

	•	Reviews and discusses with management the risk governance structure and the guidelines, policies and processes regarding risk assessment and management

	•	Reviews risk factors and other disclosures regarding risks contained in reports filed with the Securities and Exchange Commission

	•	Reviews and discusses with management relevant regulatory exams, findings from such exams, and the status of the remediation of any such findings

	•	Reviews and discusses with the chief risk officer whether the risk management function has the appropriate resources and authority to fulfill its responsibilities

	•	Reviews reports on selected risk topics as appropriate from time to time

	•	Working closely with management and the board, oversees management of risks associated with director succession, independence, and conflicts of interest, as well as regulatory risks related to our corporate governance programs and policies

	•	Oversees our ESG programs, policies, stakeholder engagement, and disclosures and reporting, including identifying, evaluating and monitoring ESG-related trends, opportunities and risks

	•	Oversees our public policy activities and, at least annually, reviews our political contributions and expenditures and political expenditure policy

	•	Oversees the ongoing evaluation of risks relating to our human capital strategy, including with respect to diversity, equity and inclusion, talent engagement – including recruiting, development, and retention – and culture

	•	Reviews the design and implementation of our compensation programs and policies and the administration of our incentive plans to manage compensation-related risk

	•	Evaluates risk relating to our succession planning for senior management

	•	Oversees regulatory compliance with respect to compensation matters

	•	Monitors our significant internal control process, including the process of preparing interim and annual financial results, disclosure controls and procedures, corporate audit function and periodic review and approval of our code of conduct and business ethics

	•	Meets with our chief executive officer, chief financial officer, chief legal officer and other members of management, as appropriate, in connection with our filings with the Securities and Exchange Commission, earnings press releases, and other corporate communications containing material financial and risk-related disclosures

	•	Oversees our chief audit executive and the independent registered public accounting firm and monitors risks related to financial reporting matters, including tax, accounting, disclosure controls and procedures, and internal control over financial reporting

	•	Annually reviews, jointly with the risk committee, our ERM program, including the identification of top risks

	•	Oversees legal and regulatory matters that may have a material impact on our financial statements, material litigation, and reports or evidence of material violations of the law or our code of conduct or fraud

	•	Compensate directors for the responsibilities, time commitments, and personal liabilities and risks that they face as directors of a public company

	•	Attract the highest caliber non-employee directors by offering compensation that is consistent with that of our peers

	•	Align the interests of our directors and shareholders by providing a significant portion of compensation in equity and requiring directors to own our stock

	•	Provide compensation that is simple and transparent to shareholders and reflects corporate governance best practices

	•	Where possible, provide flexibility in form and timing of payments

Element of Compensation	2022
Annual Equity	$210,000
Board Fee	100,000
Lead Director Fee	75,000
Committee Fee	15,000
Committee Chair Fee
Nominating and Corporate Governance; Talent and Compensation	10,000
Audit; Risk	20,000

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Alison Davis⁽³⁾	119,000	210,093	329,093
Henrique de Castro⁽⁴⁾	119,000	210,093	329,093
Harry F. DiSimone⁽⁴⁾	134,000	210,093	344,093
Dylan G. Haggart⁽⁴⁾	97,226	254,263	307,319
Wafaa Mamilli⁽⁴⁾	113,313	210,093	323,406
Heidi G. Miller⁽⁵⁾	129,000	210,093	339,093
Doyle R. Simons⁽⁶⁾	125,209	285,147	410,356
Kevin M. Warren⁽⁴⁾	130,209	210,093	340,302
Former Directors⁽⁷⁾
Dennis F. Lynch⁽⁸⁾	45,060	—	45,060
Scott C. Nuttall⁽⁸⁾	45,060	—	45,060
Denis J. O’Leary⁽⁹⁾	64,154	—	64,154

Proxy Summary

Annual Meeting Information

Director Nominees

At-A-Glance

Board of Directors and Governance

Executive Compensation

Corporate Social Responsibility

Shareholder Engagement

New Severance Policy

Board and Governance Matters

Compensation Matters

Our Board of Directors

Our Director Nominees

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

Our Board’s Experience and Skills

Proposal 1: Election of Directors

Who We Are

How We Are Selected, Elected and Evaluated

More About Nominees

Vote Required

What We Look for in Directors

How We Nominate Directors

How We Evaluate Our Performance

How We Are Organized

Our Independence

Our Meetings and Attendance

Our Leadership

Our Committees

How We Govern

Strategic Oversight

Risk Oversight

Review, Approval or Ratification of Transactions with Related Persons

How We Are Paid

Objectives for Director Compensation

Elements of 2022 Director Compensation

Stock Ownership Requirements

Non-Employee Director Deferred Compensation Plan

2022 Director Compensation

How to Communicate with Us

Our Executive Pay

Proposal 2: Advisory Vote to Approve Executive Compensation

Background

Proposed Resolution

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

Compensation Discussion and Analysis

Executive Summary

2022 Supplemental Compensation Table

Determining and Structuring Compensation

2022 Named Executive Officer Compensation

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards in 2022

Outstanding Equity Awards at December 31, 2022

Option Exercises and Stock Vested During 2022

	Mr. Haggart joined the board on February 18, 2022, and we granted him 477 restricted stock units, representing a pro rata number based on the number of days between the date of his appointment and May 18, 2022, the date of the next annual meeting of shareholders, and using the closing price of our common stock on February 23, 2022, of $92.60.
	All restricted stock units granted in 2022 vest 100% 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.
	The dollar amount shown in the table is the grant date fair value of the award. Information about the assumptions that we used to determine the fair value of equity awards is set forth in our Annual Report on Form 10-K in Note 15 to our Consolidated Financial Statements for the year ended December 31, 2022.
(3)	As of December 31, 2022, Ms. Davis held 18,060 options to purchase shares of our common stock, all of which were vested, and 2,231 unvested restricted stock units.
(4)	As of December 31, 2022, each of Mr. de Castro, Mr. DiSimone, Mr. Haggart, Ms. Mamilli and Mr. Warren held 2,231 unvested restricted stock units.
(5)	As of December 31, 2022, Ms. Miller held 47,929 options to purchase shares of our common stock, all of which were vested, and 2,231 unvested restricted stock units.
(6)	As of December 31, 2022, Mr. Simons held 33,220 options to purchase shares of our common stock, all of which were vested, and 3,028 unvested restricted stock units.
(7)	Messrs. Lynch, Nuttall and O’Leary retired from the board upon conclusion of the 2022 annual meeting.
(8)	As of December 31, 2022, neither Mr. Lynch nor Mr. Nuttall held any unvested restricted stock units or options to purchase shares of our common stock.
(9)	As of December 31, 2022, Mr. O’Leary held 33,220 options to purchase shares of our common stock, all of which were vested.

	•	Executive officer compensation is primarily variable and in the form of equity. The annual compensation payable to our named executive officers is primarily variable and in the form of equity.

	•	Annual incentive awards are based on financial performance objectives. Annual incentive awards to our named executive officers for 2022 were based on performance against established financial performance objectives.

	•	We continue to expand the use of performance shares units. To further align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders, Mr. Bisignano’s incentive compensation for 2022 was entirely in the form of equity awards, with 60% of the awards in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”).The 60 / 40% ratio of PSUs to RSUs, respectively, reflects an increased level of PSUs compared to the 50 / 50% ratio in the prior year. Our other executive officers also received their incentive compensation entirely in the form of equity, with 50% of their awards in the form of PSUs and 50% of their awards in the form of RSUs.

	•	Our PSUs have rigorous total shareholder return and financial performance goals. Shares subject to the PSUs vest based on attainment of relative total shareholder return and achievement of financial performance goals. For the relative total shareholder return component, above-median performance at the 55^thpercentile relative to the S&P 500 is required for target level vesting and payouts are capped at target if our absolute total shareholder return over the three-year period is negative.

	•	New employment agreement with our CEO. To affirm the continuity of the company’s leadership, we entered into a new employment agreement with our chief executive officer. The agreement reflects current market best practices, including by eliminating a minimum guaranteed annual equity grant amount, aligning cash severance payments to reflect the terms of our new executive officer cash severance policy, and requiring performance share units to vest based on actual performance at the end of the performance period in various termination scenarios.

	•	We have a stock ownership policy that requires our chief executive officer to maintain a level of stock ownership equal to 12x his base salary and named executive officers to own 4x their base salary.

	•	We prohibit hedging and pledging of stock by named executive officers.

	•	We maintain a compensation “clawback” policy.

Named Executive Officer	Title
Frank J. Bisignano	Chairman of the Board, President and Chief Executive Officer
Guy Chiarello	Chief Operating Officer
Robert W. Hau	Chief Financial Officer
Suzan Kereere	Executive Vice President, Head of Global Business Solutions
Adam L. Rosman	Chief Administrative Officer and Chief Legal Officer

	•	GAAP revenue growth of 9% and organic revenue growth of 11% compared to 2021

	•	GAAP earnings per share of $3.91 and adjusted earnings per share of $6.49, representing a 96% increase in GAAP earnings per share and a 16% increase in adjusted earnings per share, in each case, compared to 2021

	•	GAAP operating margin of 21.1% compared to 14.1% in 2021; and adjusted operating margin of 35.1% compared to 33.9% in 2021

What We Heard		How We Responded
Many shareholders expressed support for an executive officer severance policy		• The board adopted a policy on executive officer cash severance that requires a shareholder advisory vote if cash severance exceeds 2.99 times the sum of 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 the sum of base salary plus the target cash incentive award for the year of termination.
Many shareholders expressed that performance share units should continue to be a significant component of the company’s compensation program		• To further align the interests of our shareholders with the interests of our executive officers and to promote long-term value creation for shareholders, Mr. Bisignano’s incentive compensation for 2022 was entirely in the form of equity awards, with 60% of the awards in the form of performance share units (“PSUs”) and 40% in restricted stock units (“RSUs”), an increase from the 50 / 50% ratio in the prior year. Our other executive officers also received their incentive compensation entirely in the form of equity, with 50% of their awards in the form of PSUs and 50% in the form of RSUs. • Shares subject to the performance share units vest based on attainment of relative total shareholder return and achievement of financial performance goals. For the relative total shareholder return component, performance at the 55th percentile relative to the S&P 500 is required for target level vesting and payouts are capped at target if our absolute total shareholder return over the three-year period is negative.
Shareholders expressed support for Mr. Bisignano’s leadership		• To affirm the continuity of the company’s leadership, we entered into a new five-year employment agreement with Mr. Bisignano to serve as our president and chief executive officer through 2027. • The new agreement reflects current market best practices, including eliminating a minimum annual equity grant amount, aligning cash severance to the terms of our new executive officer cash severance policy, and requiring performance share units to vest based on actual performance at the end of the performance period in various termination scenarios.

	Base Salary⁽¹⁾		Annual Cash Incentive Award⁽²⁾		Performance Share Units^(3)(4)(5)		Restricted Stock Units^(3)(4)(5)		Total
F. Bisignano	$	1,320,000		–	$	14,580,811	$	8,672,056	$	24,572,867
G. Chiarello		1,000,000		–		5,170,254		4,612,557		10,782,811
R. Hau		625,000		–		3,012,463		2,687,595		6,325,058
S. Kereere		900,000		–		2,858,418		2,550,066		6,308,484
A. Rosman		600,000		–		1,625,413		1,450,055		3,675,468

(1)	These amounts represent the base salary paid during 2022.
(2)	The talent and compensation committee approved the following annual cash incentive amounts based on our achievement of adjusted revenue for incentive compensation and adjusted operating income: Mr. Bisignano – $2,455,000; Mr. Chiarello – $1,596,400; Mr. Hau – $921,000; Ms. Kereere – $1,006,960; Mr. Rosman – $712,240.The committee elected to pay the annual cash 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. The grant date fair value of these awards is included in the “Performance Share Units” and “Restricted Stock Units” columns in this table.
(3)	Amounts represent the grant date fair value of the restricted stock units and the grant date fair value of performance share units at target level.
(4)	The performance share units and restricted stock units were granted on February 22, 2023. The performance share units have a three-year performance period ending December 31, 2025, and the value realized at the end of the performance period will depend on our achievement of relative total shareholder return, organic revenue growth and adjusted earnings per share and will range from 0% to 200% of the target award. One-third of the restricted stock units vest on each anniversary of the grant date.
(5)	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.

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.

SEC Form DEF 14A filed by Fiserv Inc.