Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

April 3, 2019

Worldpay, Inc.

8500 Governors Hill Drive

Symmes Township, Ohio 45249

www.worldpay.com

To the Stockholders of Worldpay, Inc.:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Worldpay, Inc. to be held on May 16, 2019, at 9:00 a.m. Eastern Daylight Time, at The Marriott Cincinnati Northeast, 9664 S. Mason-Montgomery Road, Mason, Ohio 45040.

The accompanying notice of the meeting and proxy statement describe the matters to be acted upon at the 2019 Annual Meeting.

Your vote is important. Whether or not you plan to attend the meeting in person, we would like for your shares to be represented. Please vote as soon as possible via telephone, over the Internet or by proxy card or voter instruction form. Detailed information about the meeting and voting your shares is included in the accompanying proxy statement.

On March 17, 2019, Worldpay entered into an agreement and plan of merger (the “Merger Agreement”), with Fidelity National Information Services, Inc. (“FIS”) and Wrangler Merger Sub, Inc., a wholly-owned subsidiary of FIS (“Wrangler”) pursuant to which Wrangler will merge with and into Worldpay with Worldpay continuing as a wholly-owned subsidiary of FIS. Subject to the terms and conditions set forth in the Merger Agreement, Worldpay’s stockholders will receive 0.9287 shares of common stock of FIS and $11 cash for each share of Worldpay. Completion of this merger remains subject to certain customer closing conditions including receipt of required stockholder and regulatory approvals.

The business to be conducted at the 2019 Annual Meeting does not relate to this merger. A separate meeting of the Worldpay stockholders will be held to vote on the Merger and merger related matters and a separate proxy statement will be provided to Worldpay stockholders in connection therewith.

Thank you for your support of Worldpay.

Sincerely,

Charles Drucker

Executive Chairman and Chief Executive Officer

Date and Time

Thursday, May 16, 2019

9:00 a.m.

Place

The Marriott Cincinnati Northeast

9664 S. Mason-Montgomery Road, Mason, Ohio 45040

Record Date

March 25, 2019

To elect Lee Adrean, Mark Heimbouch and Gary Lauer as Class I directors;

To approve, on an advisory basis, the compensation of the Company’s named executive officers;

To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation;

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and

To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

Worldpay, Inc. 2019 Proxy Statement    

Worldpay, Inc. 2019 Proxy Statement    

1

What is the purpose of the Annual Meeting?

To vote on the following proposals:

to elect Lee Adrean, Mark Heimbouch and Gary Lauer as Class I directors;

an advisory vote to approve the compensation of our named executive officers;

to approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation;

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

to transact such other business that may properly come before the meeting or at any adjournment or postponement thereof.

How does the Board of Directors recommend I vote on these proposals?

The Board recommends a vote:

FOR the election of Lee Adrean, Mark Heimbouch and Gary Lauer as Class I directors;

FOR the approval of the compensation of our named executive officers; and

for the vote of EVERY 1 YEAR in the advisory vote on executive compensation; and

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Who is entitled to vote at the meeting?

Stockholders Entitled to Vote.    Stockholders who our records show owned shares of our common stock as of the close of business on the Record Date may vote at the Annual Meeting. On the Record Date, we had 311,216,087 shares of Class A common stock outstanding and no shares of Class B common stock outstanding (together with Class A common stock, the “common stock”). See “Directors and Corporate Governance” and “Related Person Transactions” for additional information.

How many votes are needed to approve each proposal?

Each Class I nominee for director is elected by a plurality of the votes cast. Abstentions and broker non-votes will have no effect on the outcome of the election of the Class I nominees.

2

    Worldpay, Inc. 2019 Proxy Statement

What are broker non-votes?

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole “routine” matter—the ratification of the appointment of the Company’s independent registered public accounting firm. Your broker will not have discretion to vote on the other matters. Broker non-votes do not count for voting purposes, but are considered “present” at the meeting for purposes of determining whether a quorum exists.

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to the rules of the SEC, we have elected to provide access to our proxy materials over the Internet. Instructions on how to access the proxy materials over the Internet or to request a printed copy by mail may be found in the Notice. In addition, the Notice provides information on how stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

view our proxy materials for the Annual Meeting on the Internet; and

request that we send our future proxy materials to you by mail or by email.

Who is making this solicitation?

The proxy for the Annual Meeting is being solicited on behalf of Worldpay’s Board of Directors.

How can I vote my shares?

Registered Stockholders:    Registered stockholders may vote in person at the Annual Meeting or by one of the following methods:

By Mail.    If you requested printed copies of the proxy materials to be mailed to you, you can complete, sign and date the proxy card and return it in the prepaid envelope provided;

By Telephone.    Call the toll-free telephone number in the Notice and follow the recorded instructions; or

By Internet.    Access the secure website registration page through the Internet, as identified in the Notice, and follow the instructions.

Worldpay, Inc. 2019 Proxy Statement    

3

By Mail.    If you requested printed copies of the proxy materials to be mailed to you, you may vote by signing, dating and returning your voting instruction card in the enclosed pre-addressed envelope;

By Methods Listed on Voting Instruction Card.    Please refer to your voting instruction card or other information provided by your bank, broker, nominee or other holder of record to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by the holder of record; or

In Person With a Proxy from the Record Holder.    A street name stockholder who wishes to vote at the Annual Meeting will need to obtain a legal proxy from his or her bank, brokerage firm or other nominee. Please consult the voting instruction card provided to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

By Mail:    You should return the completed Form of Instruction that was mailed to you, to the Depositary, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom in the reply paid envelope provided by 9:00 am. (British Summer Time) on May 10, 2019.

By CREST:    Should you wish to vote by utilizing the CREST voting service, you may do so for the Annual Meeting by the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed a voting service providers(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.

Can I attend the meeting in person?

You are invited to attend the Annual Meeting if you are a registered stockholder or a street name stockholder as of the Record Date. If you plan to attend the Annual Meeting, please complete and mail the ticket reservation request form at the back of this booklet or check the box on the voting page of the website identified in the Notice. In order to enter the Annual Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport. Please note that since a street name stockholder is not the holder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy.

4

    Worldpay, Inc. 2019 Proxy Statement

If I submit a proxy, how will it be voted?

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given on returned proxies, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote?”

Can I change my vote?

You may change your vote at any time prior to the vote at the Annual Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) attend the Annual Meeting and vote your shares in person, (ii) advise our Corporate Secretary at our principal executive offices (8500 Governors Hill Drive, Symmes Township, Ohio 45249) in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Annual Meeting) or (iv) vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted). If you hold shares in “street name,” you should refer to the instructions you received from your broker, bank or other nominee.

What happens if I decide to attend the Annual Meeting, but I have already voted or submitted a proxy covering my shares?

You may attend the meeting and vote in person even if you have already voted or submitted a proxy. Please be aware that attendance at the Annual Meeting will not, by itself, revoke a proxy. If a bank, broker or other nominee is the record holder of your shares and you wish to attend the Annual Meeting and vote in person, you must obtain a legal proxy from the holder of record of the shares giving you the right to vote the shares.

What quorum is required for the Annual Meeting?

The presence in person or by proxy of a majority of the voting power of the issued and outstanding common stock entitled to vote at the meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or attend the Annual Meeting in person, your shares of common stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

Who will tabulate the votes?

Worldpay has designated a representative of Broadridge Investor Communication Solutions Inc. as the Inspector of Election who will tabulate the votes.

Who pays for the proxy solicitation process?

Worldpay will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person, by telephone or facsimile or by email or other electronic means. None of these individuals will receive any additional or special compensation for doing this, although we will reimburse these individuals for their reasonable out-of-pocket expenses.

May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our bylaws, as applicable. In order for a stockholder proposal to be included in our proxy statement and form of proxy relating to the meeting for our 2020 Annual Meeting of Stockholders under rules set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the proposal must be received by us no later than December 5, 2019. If a stockholder intends to submit a proposal that is not intended to be included in our proxy statement, or a nomination for director for our 2020 Annual Meeting of Stockholders, the stockholder must give us notice in accordance with the requirements set forth in our bylaws no later than February 16, 2020 and no earlier than January 17,

Worldpay, Inc. 2019 Proxy Statement    

5

2020. If the date of the 2020 Annual Meeting is more than 30 days before or more than 60 days after May 16, 2020, notice by the stockholder must be received no later than the 10th day following the date on which public announcement of the date of the 2020 Annual Meeting is first made by Worldpay. Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee, as applicable, and the stockholder making the proposal or the nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be found on our website at www.worldpay.com in the Corporate Governance section of our Investor Relations webpage.

What should I do if I get more than one proxy or voting instruction card?

Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate Notices for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Notice. You should vote in accordance with all of the Notices you receive relating to our Annual Meeting to ensure that all of your shares are counted.

How do I obtain a separate set of proxy materials or request a single set for my household?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice and our annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card.

What if I have questions about lost stock certificates or need to change my mailing address?

You may contact our transfer agent, Computershare, at 1-800-736-3001 (U.S.) or 1-781-575-3100 (outside the U.S.) if you have lost your stock certificate. You may contact Broadridge Investor Communication Solutions Inc. at the numbers or email address above if you need to change your mailing address.

6

    Worldpay, Inc. 2019 Proxy Statement

Worldpay, Inc. 2019 Proxy Statement    

7

Name

    Age    

Position

    Director    

Since

Nominees for terms that will expire at the 2022 Annual Meeting

Lee Adrean

Mark Heimbouch

Gary Lauer

Directors whose terms will expire at the 2020 Annual Meeting

Kevin Costello

Lisa Hook

Directors whose terms will expire at the 2021 Annual Meeting

Charles Drucker

Karen Richardson

Boon Sim

Jeffrey Stiefler

Lee Adrean

Age: 67

Director Since: 2012

Committee Memberships:

Audit (Chair)

Risk (Chair)

Public Company Boards: None

Lee Adrean served as Corporate Vice President and Chief Financial Officer of Equifax, Inc., from October 2006 through May 2014. Prior to joining Equifax, he served as chief financial officer of several other public companies in the transaction processing, internet services, and financial services industries, and served as a strategy consultant for eleven years with Bain & Company. Mr. Adrean previously served on the board of directors of West Corporation and currently serves on the boards of directors of Serta Simmons Bedding, LLC and The Honey Baked Ham Company, LLC.

Skills and Qualifications

Mr. Adrean holds a B.S. from Bucknell University and an M.B.A. from Harvard Business School. Mr. Adrean’s executive experience with public companies and background in finance, accounting and corporate strategy provides insight that is beneficial to the board of directors.

8

    Worldpay, Inc. 2019 Proxy Statement

Mark Heimbouch

Age: 54

Director Since: 2014

Committee Memberships:

None

Public Company Boards: None

Mark Heimbouch is our President and Chief Operating Officer, a position he has held since November 6, 2018. From April 2016 until November 6, 2018, he served as our Chief Operating Officer, and from February 2015 to April 2016, he held the title of Senior Executive Vice President and Chief Operating & Financial Officer. Prior to these positions, Mr. Heimbouch was our Chief Financial Officer beginning in December 2009. Mr. Heimbouch was elected a director of Vantiv, Inc. in January 2014. Prior to joining Vantiv, Mr. Heimbouch was chief financial officer of Trow Global Holdings Inc., now known as exp Global Inc., an engineering services firm, since November 2008. Prior to that position, Mr. Heimbouch was Senior Executive Vice President and Chief Operating Officer of Jackson Hewitt Tax Service Inc., an income tax preparation company, from October 2007 to November 2008 where he was responsible for overseeing and managing information technology, customer support and operations for the company. Mr. Heimbouch served as the Executive Vice President, Chief Financial Officer and Treasurer at Jackson Hewitt from June 2005 to October 2007.

Skills and Qualifications

Mr. Heimbouch was selected to serve on the board of directors due to his service in multiple C-suite level positions with the Company, giving him in-depth knowledge of our operational, financial and strategic development, and his experience as the chief financial officer of other public companies.

Gary Lauer

Age: 66

Director Since: 2012

Committee Memberships:

Compensation (Chair)

Risk

Public Company Boards: None

Gary Lauer is Executive Director and a co-founder of the Eminent Series Group, a position he has held since July 2017. Prior to this position, he served as Chief Executive Officer of eHealth, Inc., a position he held from December 1999 to May 2016, and Chairman of eHealth’s Board of Directors, a position he held from March 2002 to May 2016. He also served as President of eHealth from December 1999 to March 2012. Prior to joining eHealth, Mr. Lauer was Chairman and Chief Executive Officer of MetaCreations Corporation from 1998 to December 1999. Prior to MetaCreations, Mr. Lauer spent more than nine years at Silicon Graphics, Inc., where he was a member of the senior executive team. Mr. Lauer started his career at International Business Machines Corp. in sales and marketing management.

Skills and Qualifications

Mr. Lauer holds a B.S. degree in finance and marketing from the University of Southern California Business School. Mr. Lauer’s responsibilities and operational and leadership experience as the Chief Executive Officer and Chairman of eHealth for more than sixteen years and as a former senior executive of several technology companies provide insight that is beneficial to the board of directors.

Worldpay, Inc. 2019 Proxy Statement    

9

Kevin Costello

Age: 57

Director Since: 2014

Committee Memberships:

Compensation

Nominating and Corporate

Governance (Chair)

Public Company Boards: 1

Kevin Costello has served as Executive Chairman and Chief Executive Officer of Top Tech Holdings, Inc., the parent company of HotSchedules, Inc., a provider of mobile, cloud-based technology, since September 2016. Prior to that, he was President of Ariba, Inc. from 2007 until its acquisition by SAP in 2012, and President of Ariba, an SAP Company, from 2012 until 2014. Mr. Costello had served as Ariba’s Executive Vice President and Chief Commercial Officer from May 2002 until November 2007. Prior to joining Ariba, Mr. Costello served in various senior management positions during his 18 year career with Andersen Business Consulting. Mr. Costello is currently a director of FinancialForce, The Rainmaker Group, KH Acquisition, LLC, and BlueCat Networks, all privately-held companies. He is currently a director of PRGX Global, Inc. and was formerly a director of Rackspace Inc. and Cbeyond, Inc.

Skills and Qualifications

Mr. Costello holds a bachelor of science degree from the University of Illinois and is a certified public accountant. Mr. Costello’s executive experience with public companies and background in finance and accounting provides insight that is beneficial to the board of directors.

Lisa Hook

Age: 61

Director Since: 2015

Committee Memberships:

Audit

Risk

Public Company Boards: 2

Lisa Hook served as President and Chief Executive Officer of NeuStar, Inc., an information services and data analytics provider, from October 2010 to July 2018, and as a director from November 2010 to the present. Prior to joining Neustar, Ms. Hook served as President and Chief Executive Officer of Sunrocket, Inc., a voice over IP service provider, from 2006 to 2007. From 2001 to 2004, she held several executive-level posts at America Online, Inc., a web services company. Ms. Hook also served in executive and special advisory roles at Time Warner, Inc., was legal adviser to the Chairman of the Federal Communications Commission, and was a senior attorney at Viacom International, Inc. Ms. Hook is a director of Philip Morris International Inc. and Unisys, Inc., and she previously served as Senior Independent Director of RELX PLC and RELX NV.

Skills and Qualifications

Ms. Hook is a graduate of Duke University and holds a J.D. from the Dickinson School of Law at Pennsylvania State University. Ms. Hook’s responsibilities and leadership experience and service as a director at several public companies have provided her with insights of issues facing boards and management that are beneficial to the board of directors.

10

    Worldpay, Inc. 2019 Proxy Statement

Charles Drucker

Age: 55

Director Since: 2011

Committee Memberships:

None

Public Company Boards: 1

Charles Drucker is our Executive Chairman and Chief Executive Officer, a position he has held since January 1, 2019. From January 2018 to December 31, 2018, he served as our Executive Chairman and Co-Chief Executive Officer. Prior to assuming this position, he was Vantiv’s Chief Executive Officer, a position he held since June 2009, and President, a position he has held since June 2004. Mr. Drucker has been a director of Vantiv, Inc., now Worldpay, Inc., since November 2011 and was a director of Vantiv Holding, LLC from June 2009 to March 2012. He was also Executive Vice President of Fifth Third Bancorp from June 2005 to June 2009. Since October 2016, Mr. Drucker has served on the board of directors of Donnelley Financial Solutions, Inc.

Skills and Qualifications

Mr. Drucker was selected to serve on our board of directors due to his service as our Chief Executive Officer and President, extensive senior management experience at a number of large corporations in the payments industry, deep industry experience and intimate knowledge of the operational, financial and strategic development of our company.

Karen Richardson

Age: 56

Director Since: 2018

Committee Memberships:

Audit

Risk

Public Company Boards: None

Karen Richardson was appointed a director of Worldpay, Inc. on January 16, 2018. Prior to this appointment, Karen was an independent non-executive director and a member of the Audit, Risk and Nomination Committees of Worldpay Group plc from July 2016 to January 2018.

Skills and Qualifications

Karen has held a range of senior sales and marketing roles in technology companies, including Collabra Software Inc. between 1992 and 1994, Netscape Communications Corp between 1994 and 1998, and Epiphany Inc. between 1998 and 2006, where she was Chief Executive Officer from 2003. Her experience includes global multinationals and Silicon Valley startups and she is currently a non-executive director of BT Group plc and Exponent, Inc. Ms. Richardson is a former adviser to Silver Lake Partners and in the past five years has also served on a number of corporate boards including, i2 Holdings, VirtuO2, Proofpoint and Hi5 Networks. Ms. Richardson was selected to serve on our board of directors due to her leadership experience in several technologically complex organizations and her perspective as a director of Worldpay Group plc.

Worldpay, Inc. 2019 Proxy Statement    

11

Boon Sim

Age: 56

Director Since: 2015

Committee Memberships:

Audit

Nominating and Corporate

Governance

Public Company Boards: None

Boon Sim is Managing Partner, Artius Capital Partners, a private equity firm based in New York, a position he has held since September 2017. Prior to this position, Mr. Sim served as Head of the Markets Group, President, Americas, and Head of the Credit Portfolio at Temasek International (Private) Limited, an investment company based in Singapore from June 2012 to April 2016. Prior to joining Temasek, Mr. Sim held several senior positions of increasing responsibility at Credit Suisse for 20 years where he was most recently the Global Head of Mergers and Acquisitions at Credit Suisse based in New York.

Skills and Qualifications

Mr. Sim received a Bachelor of Engineering degree from the National University of Singapore, an M.S. in Mechanical Engineering from Massachusetts Institute of Technology and a Master of Public and Private Management degree from Yale University. Mr. Sim’s experience as a strategic leader within several multinational companies provides important perspective on the global M&A and investment landscape that is beneficial to the board of directors.

Jeffrey Stiefler

Age: 72

Director Since: 2012

Committee Memberships:

Compensation

Nominating and Corporate

Governance

Public Company Boards: None

Jeffrey Stiefler is a member of our board of directors, previously served as Chairman from our initial public offering in March 2012 to January 2018 and has served as our Lead Director since February 24, 2019. Mr. Stiefler served as a director and non-executive chairperson of the board of directors of Vantiv Holding, LLC from August 4, 2010 until our initial public offering. He currently serves on the board of directors of LogicSource, Inc. and Haymaker Acquisition Corp. He previously served on the boards of directors of LPL Financial Corporation and VeriFone Systems, Inc., and served as Lead Director of Taleo Corporation, Inc. prior to its acquisition by Oracle Corporation in April 2012. Mr. Stiefler served as a Venture Partner with Emergence Capital Partners from 2008 through the beginning of 2013. Mr. Stiefler was the Chairman, President and CEO of Digital Insight from August 2003 until the company’s acquisition by Intuit in February 2007. Prior to Digital Insight, Mr. Stiefler worked with several private equity firms as an operating advisor and held a variety of positions at American Express, including President and Director of the company, and President and CEO of American Express Financial Advisors.

Skills and Qualifications

Mr. Stiefler received a B.A. from Williams College and an M.B.A. from Harvard Business School. Mr. Stiefler has significant senior management expertise at public companies. As a former chief executive officer of a software company, Mr. Stiefler’s operational and strategic experiences are relevant to issues faced by us on a regular basis. Mr. Stiefler’s current and past board experience, including the role of chairman of the board of directors of a public company, also exposed him to best practices and approaches that are beneficial to the board of directors.

12

    Worldpay, Inc. 2019 Proxy Statement

Serves as liaison between the Chairman of the Board and independent directors without inhibiting direct communication between them

Has ongoing, frequent communications with the Chairman of the Board on strategic and operational business issues

Presides at all meetings at which the Chairman of the Board is not present, including executive sessions of the Board, and provides prompt and candid feedback to the Chairman of the Board

Has authority to call meetings of independent directors

Consults with the Chairman of the Board regarding information sent to the Board and Board and committee meeting schedules and agendas

Consults with the Chairman of the Board on the appropriateness (including quality and quantity) and timeliness of information provided to the Board

Facilitates communications between management and the Board

Facilitates communications among directors

If requested by major stockholders, ensures that he or she is available for consultation and direct communication

Worldpay, Inc. 2019 Proxy Statement    

13

Name

Audit

Compensation

Nominating
and Corporate
Governance

Risk

Lee Adrean

Kevin Costello

Lisa Hook

Gary Lauer

Michael Rake(1)

Karen Richardson

Boon Sim

Jeffrey Stiefler

Number of Meetings in Fiscal 2018

Michael Rake resigned from the Board of Directors effective as of February 24, 2019.

Audit Committee

Members:

Lee Adrean (Chair)

Lisa Hook

Karen Richardson

Boon Sim

Meetings held in 2018:

5

The primary purpose of our Audit Committee is to assist the Board’s oversight of:

•   the integrity of our financial statements;

•   our internal financial reporting and compliance with our disclosure controls and procedures;

•   our internal audit function, including audit plans, audit results and the performance our internal audit team;

•   our earnings release disclosure; and

•   the review of significant accounting policies.

Our Audit Committee also has direct oversight responsibility over our independent registered public accounting firm, including:

•   the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm; and

•   our independent registered public accounting firm’s annual audit of our financial statements and any engagement to provide other services.

Our Audit Committee is currently comprised of Ms. Hook, Ms. Richardson, and Messrs. Adrean and Sim. Mr. Adrean serves as chair of the Audit Committee. Our Board of Directors has affirmatively determined that each of Ms. Hook, Ms. Richardson and Messrs. Adrean and Sim meet the definition of an “independent director” for the purposes of serving on the Audit Committee under applicable SEC and NYSE rules and that each of Ms. Hook and Mr. Adrean qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d)(5) of Regulation S-K. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Members of the Audit Committee are limited to serving on no more than two other public company audit committees, unless expressly approved by the Board after determining that simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee.

A copy of the Audit Committee’s charter is available on our website at www.worldpay.com in the Corporate Governance section of our Investor Relations webpage.

14

    Worldpay, Inc. 2019 Proxy Statement

Compensation Committee

Members:

Gary Lauer (Chair)

Kevin Costello

Jeffrey Stiefler

Meetings held in 2018:

7

The primary purpose of our Compensation Committee is to:

•   assist the Board in discharging its responsibilities regarding compensation of our executive officers;

•   review and approve corporate goals and objectives relevant to the compensation of our chief executive officer and evaluate our chief executive officer’s performance in light of those goals and objectives;

•   approve and evaluate our compensation policies, plans and benefit programs as they affect the executive officers;

•   review, approve, and recommend to the Board our equity-based compensation policies and programs and exercise discretion in the administration of such policies and programs;

•   receive periodic reports of how our compensation policies, plans and benefit programs affect all employees;

•   review and discuss succession planning for our chief executive officer and other executive officers; and

•   produce, approve and recommend to the Board for approval reports on compensation matters required to be included in our annual proxy statement or annual report.

Our Compensation Committee is currently comprised of Messrs. Costello, Lauer, and Stiefler, with Mr. Lauer serving as the chair. Our Board of Directors has affirmatively determined that Messrs. Costello, Lauer, and Stiefler meet the definition of an “independent director” for the purposes of serving on the Compensation Committee under applicable NYSE rules. All members of the Compensation Committee also qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code and “non-employee” directors within the meaning of Rule 16b-3 of the Exchange Act. The Committee may form and delegate authority, including the authority to take action in relation to any of the Committee’s responsibilities, to subcommittees consisting of at least two (2) Committee members, or to members of management, when the Committee deems it appropriate.

A copy of the Compensation Committee’s charter is available on our website at www.worldpay.com in the Corporate Governance section of our Investor Relations webpage.

Nominating and Corporate Governance Committee

Members:

Kevin Costello (Chair)

Boon Sim

Jeffrey Stiefler

Meetings held in 2018:

6

The primary purpose of our Nominating and Corporate Governance Committee (the “Governance Committee”) is to:

•   recommend to the Board for approval the qualifications, qualities, skills and expertise required for board of director membership;

•   identify potential members of the Board consistent with the criteria approved by the Board and select and recommend to the Board the director nominees for election at the next annual meeting of stockholders or to otherwise fill vacancies;

•   evaluate and make recommendations regarding the structure, membership and operations of the committees of the Board;

•   oversee and make recommendations to the Board with regard to any changes to our corporate governance policies and principles;

•   oversee the application of our code of business conduct and ethics;

•   monitor developments in shareholder activism and recommend to the Board any actions to be taken by the Company in response to such developments; and

•   oversee the annual review of the Board’s performance.

Our Governance Committee is currently comprised of Messrs. Costello, Sim and Stiefler, with Mr. Costello serving as the chair. Our Board of Directors has affirmatively determined that Messrs. Costello, Sim and Stiefler meet the definition of an “independent director” under applicable NYSE rules.

A copy of the Governance Committee’s charter is available on our website at www.worldpay.com in the Corporate Governance section of our Investor Relations webpage.

Worldpay, Inc. 2019 Proxy Statement    

15

Risk Committee

Members:

Lee Adrean (Chair)

Lisa Hook

Gary Lauer

Karen Richardson

Meetings held in 2018:

17

The primary purpose of our Risk Committee is to assist the Board’s oversight of:

•   our Enterprise Risk Management program;

•   any significant risks or exposures, steps taken to minimize such risks and our underlying policies with respect to risk assessment and risk management;

•   our business continuity, disaster recovery and catastrophic risk policies and controls, and related back-up systems;

•   our cybersecurity and vendor management risk strategies, including related policies and controls;

•   material and emerging risks facing the Company;

•   risks associated with the Company’s operations and infrastructure;

•   government investigations, examinations or other regulatory matters that may be relevant to the Company;

•   the material legal and regulatory affairs of the Company and our compliance with applicable laws, rules and regulations; and

•   our FFIEC regulatory examinations and any related submissions or communications.

Our Risk Committee is currently comprised of Ms. Hook, Ms. Richardson and Messrs. Adrean and Lauer, with Mr. Adrean serving as the chair. Our Board of Directors has affirmatively determined that Ms. Hook, Ms. Richardson and Messrs. Adrean and Lauer meet the definition of an “independent director” under applicable NYSE rules.

A copy of the Risk Committee’s charter is available on our website at www.worldpay.com in the Corporate Governance section of our Investor Relations webpage.

16

    Worldpay, Inc. 2019 Proxy Statement

Worldpay, Inc. 2019 Proxy Statement    

17

Board/Committee

Primary Areas of Risk Oversight

Full Board

Strategic and execution risks and related exposures associated with our business strategy, financial performance, policy matters, acquisitions and divestitures, succession planning, crisis management, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, plans, prospects or reputation, as well as risk and exposures associated with our operational infrastructure, particularly security and reliability.

Audit Committee

Financial and regulatory risks and related exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, capital availability and liquidity matters and fraud.

Governance Committee

Risks and exposures associated with director succession planning, corporate governance, overall Board and committee effectiveness and composition, compliance with our code of business conduct and ethics and shareholder activism.

Compensation Committee

Risks and exposures associated with organizational capability, leadership assessment, retention and succession, executive compensation programs and arrangements and certain broad-based compensation vehicles.

Risk Committee

Enterprise Risk Management function and program, risks and exposures associated with cybersecurity, business continuity, operations and infrastructure, anti-bribery, corruption and privacy matters, credit and our programs and policies relating to our legal and regulatory compliance functions.

an annual cash retainer of $100,000;

an additional retainer of $30,000 for the Audit Committee and Risk Committee chair, and $20,000 for the Compensation Committee chair and Governance Committee chair; and

an annual equity grant of $175,000 of value-denominated, full-value restricted stock units or deferred stock units, which are settled in shares of common stock following the termination of the director’s service.

18

    Worldpay, Inc. 2019 Proxy Statement

Name

Fees Earned
or Paid in
Cash
($)

Stock
Awards
($)(2)(3)

All Other
Compensation
($)

Total
($)

Jeffrey Stiefler

Lee Adrean

Kevin Costello

Lisa Hook

David Karnstedt(4)

Gary Lauer

Michael Rake(5)

Karen Richardson

Boon Sim

Mark Sunday(6)

Represents the dollar amount of deferred stock units received in lieu of the cash retainer. These units are granted on the date the cash retainer would have been paid, are fully vested at grant, and settled in shares of Class A common stock on a one-for-one basis following termination of service as a director. The actual fair market value and full fair value at grant for Messrs. Stiefler and Sim is $99,767 respectively.

Represents the grant date fair value of the annual equity grant of restricted and deferred stock units made on May 16, 2018 computed in accordance with FASB ASC Topic 718. Restricted stock units vest on the earlier of one year from the grant date and the next annual meeting of shareholders and are settled in shares of Class A common stock on a one-for-one basis either (i) upon vesting or (ii) following termination of service as a director, at each director’s election.

As of December 31, 2018, non-employee directors collectively held 15,127 unvested deferred stock units.

Mr. Karnstedt resigned from our Board on January 16, 2018.

Mr. Rake resigned from our Board on February 24, 2019.

Mr. Sunday resigned from our Board on January 16, 2018.

Worldpay, Inc. 2019 Proxy Statement    

19

20

    Worldpay, Inc. 2019 Proxy Statement

Worldpay, Inc. 2019 Proxy Statement    

21

each person or group who is known by us to own beneficially more than 5% of our common stock;

each director and nominee for director and each of our named executive officers; and

all directors and executive officers as a group.

Name of Beneficial Owner

5% Stockholders:

BlackRock, Inc.(1)

Capital Research Global Investors(2)

The Vanguard Group(3)

T. Rowe Price Associates, Inc.(4)

Named Executive Officers:

Charles Drucker(5)

Stephanie Ferris(5)

Mark Heimbouch(5)

Royal Cole(5)

Shane Happach(5)

Directors and Director Nominees:

Lee Adrean(6)

Kevin Costello(7)

Lisa Hook(8)

Rohinton Kalifa(9)

Gary Lauer(10)

Karen Richardson(11)

Boon Sim(12)

Jeffrey Stiefler(13)

Directors and Executive Officers as a group (17 persons)

Less than 1%

According to a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on February 7, 2019, reporting beneficial ownership of the Company’s stock as of December 31, 2018, BlackRock has sole voting power with respect to 15,199,229 shares and sole power to dispose of or direct the disposition of 17,459,234 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.

According to a Schedule 13G/A filed by Capital Research Global Investors (“Capital Research”), a division of Capital Research and Management Company (“CRMC”), on February 14, 2019, reporting beneficial ownership of the Company’s stock as of December 31, 2018. Capital Research has sole voting power and sole power of dispose of or direct the disposition with respect to 24,454,418 shares. Capital Research is deemed to be the beneficial owner of these shares as a result of CRMC acting as investment adviser to various investment companies. The address of Capital Research is 333 South Hope Street, Los Angeles, California 90071.

According to a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 11 2019, reporting beneficial ownership of the Company’s stock as of December 31, 2018, Vanguard, in its capacity as an investment adviser, may be deemed to beneficially own 26,659,699 shares of the Company which are held of record by clients of Vanguard. Vanguard has sole voting power of 209,647 shares, shared voting power of 72,807 shares, shared power to dispose of or direct the disposition of 278,009 shares and sole power to dispose of or direct the disposition of 26,381,690 shares. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

According to a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (“T. Rowe Price”) on February 14, 2019, reporting beneficial ownership of the Company’s stock as of December 31, 2018. T. Rowe Price has sole voting power with respect to 11,639,362 shares and sole power to

22

    Worldpay, Inc. 2019 Proxy Statement

dispose of or direct the disposition of 31,097,310 shares. These securities are owned by various individual and institutional investors for which T. Rowe Price serves as an investment adviser with power to direct investments and/or sole power to vote the securities. The Address of T. Rowe Price is 100 E. Pratt Street, Baltimore, Maryland 21202.

Includes the following number of options that are currently exercisable or will become exercisable within 60 days of the Record Date: Mr. Drucker—877,401; Mr. Heimbouch—78,050; Ms. Ferris—279,733; Mr. Cole—2,771; and Mr. Happach—14,083. Also includes the following number of unvested restricted shares which have either time or performance based restrictions and over which the named executive officer has sole voting power: Mr. Drucker—62,169; Mr. Heimbouch—19,428; Ms. Ferris—15,483; and Mr. Cole—8,978.

Represents restricted stock units, of which 28,313 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Represents restricted stock units, of which 11,211 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Includes restricted stock units, of which 6,912 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Includes 578 shares held by Mr. Kalifa in Legacy Worldpay’s Save-As-You-Earn Option Scheme.

Represents restricted stock units, of which 26,702 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Represents restricted stock units, of which 617 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Represents restricted stock units, of which 8,593 are vested and 2,161 will vest on May 16, 2019 and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Represents restricted stock units, of which 57,314 are vested and 2,161 will vest on May 16, 2019, and which will be settled in shares of Class A common stock on a one-for-one basis following the termination of service as a director.

Worldpay, Inc. 2019 Proxy Statement    

23

Name

Title

Charles Drucker

Executive Chairman and Chief Executive Officer (Executive Chairman & CEO)

Mark Heimbouch

President and Chief Operating Officer (President & COO)

Stephanie Ferris

Chief Financial Officer (CFO)

Royal Cole

Executive Vice President, Head of the North American Region (EVP North America)

Shane Happach

Executive Vice President, Global Enterprise eCommerce (EVP Global eCom)

Philip Jansen

Former Co-Chief Executive Officer (Former Co-CEO)

increased net revenue by 85% to $3.9 billion

increased adjusted net income by 94% to $1.2 billion*

completed acquisition of Worldpay Group plc, on January 16, 2018 for $11.9 billion in cash payments and new share issuance to Legacy Worldpay shareholders

deployed nearly $475 million in capital through a combination of share repurchases, debt repayments and TRA terminations

continued to gain market share, win new business, and invest in strategic initiatives for future growth

maintained our focus on driving growth by expanding our high-growth channels and verticals while leveraging our core strengths and leading capabilities within our traditional businesses

Base Salary and Annual Incentive Target. For 2018, our Chairman & CEO’s base salary remained $875,000, and his target incentive opportunity under our VC Plan remained 150% of base salary. Base salaries for the other named executive officers also remained the same, except that our CFO’s and EVP North America’s base salaries and target incentive opportunity under our VC Plan were increased in an effort to maintain market competitiveness and to reflect the continued growth of their respective roles. In addition, upon his promotion to President & COO, Mr. Heimbouch’s base salary was increased from $650,000 to $725,000 and his target incentive opportunity under our VC Plan was increased from 100% to 120% of base salary, effective as of the 2019 plan year.

Annual Incentive Payouts. For 2018, each of our named executive officers was provided with an opportunity to earn a cash incentive award under our annual cash incentive plan, which we refer to as the variable compensation plan, or VC Plan. Payouts are based upon the Company’s achievement of pre-established financial and strategic targets and individual accomplishments. For 2018, we achieved a challenging revenue target and exceeded a challenging earnings target by 5.7%. After taking into consideration the performance of each of the named executive officers against individual goals and objectives, the Compensation Committee (for purposes of this Compensation Discussion and Analysis, the “Committee”) determined that the earned awards relative to the predetermined goals under the VC Plan would be 141% to 157% of target, with the Committee exercising its discretion to award above-plan payouts to certain executive officers. The named executive officer payouts are specifically described in the “Annual Incentive Compensation” section below.

See page 38 of our Annual Report on Form 10-K for further discussion and a reconciliation of this non-GAAP financial measure, which is one of the performance measures used in our annual incentive plan, to GAAP net income.

24

    Worldpay, Inc. 2019 Proxy Statement

Long-Term Incentive Compensation. For 2018, each of our named executive officers received an annual long-term equity incentive award, with individual award values in the amounts listed on page 30 of this proxy statement. For 2018, the Committee decided to increase our Executive Chairman & CEO’s long-term equity incentive award from $8,000,000 to $10,000,000. The Committee also decided to increase the long-term equity incentive awards of the other named executive officers in an effort to align long-term equity incentive compensation with that of our peer companies’ executive officers based on available market data, consideration of internal pay equity at the executive level and, with respect to the CEO, continued strong company performance under his leadership. The value of the awards to our CEO and all of the other named executive officers was comprised of 50% performance share units and 50% stock options. The vesting of the performance share units depends on the Company’s performance against pre-determined financial goals over a three-year performance period ending December 31, 2020. The stock options vest in one-third increments on each of the first three anniversaries from the date of grant. In early 2018, each of our named executive officers also received a special long-term equity incentive award (the “Acquisition Award”), with individual award values in the amounts listed on page 30 of this proxy statement. The Acquisition Award is comprised entirely of performance share units, and is designed to align our named executive officers to the achievement of certain performance measures to deliver superior financial results in relation to our acquisition of Worldpay Group plc. One-third of the Acquisition Award vests on the March 1, 2021 (the 3^rd anniversary of the grant date) and two-thirds of the Acquisition Award vests on March 1, 2022, subject to achievement, over a three-year performance period ending December 31, 2020, of pre-defined cost and revenue synergy goals, such that there will be no payout for performance that is below target and with superior performance providing a maximum payout of 300% of target. The Acquisition Award is also contingent on the achievement of a pre-defined stock price goal, which, if not achieved, will result in the award paying out at no more than target, assuming at least target level achievement of the performance goals. However in no event can more than target be earned if the stock price goal is not achieved.

What We Do

What We Do Not Do

Aligns pay with performance while mitigating undue risk

Does not permit hedging or pledging of Company securities, or engaging in short sales of Company securities

Maintains a clawback policy applicable to incentive based compensation of our executive officers

Does not provide tax gross-ups for executive officers, except in connection with relocation consistent with our standard relocation program applicable to all employees

Maintains double trigger change in control provisions for all equity awards granted by the Company

Does not pay dividends or dividend equivalents on unvested shares

Maintains robust stock ownership and retention guidelines for all of our executive officers

Does not permit stock option repricing without stockholder approval

Utilizes an independent compensation consultant to the Compensation Committee who does not provide any additional services to the Company

Conducts annual advisory votes on the compensation of our named executive officers

Requires mandatory minimum vesting of at least one year for equity incentive awards

offer a total compensation opportunity that is competitive in our industry and sufficient to attract, retain, and motivate executives who can drive our performance and lead us to achieve our short-term and long-term financial and strategic objectives

pay for performance by linking a majority of pay to Company performance and changes in stockholder value, while mitigating undue risk

align the interests of our executives to the interests of our stockholders by using long-term equity-based incentives and maintaining stock ownership and retention guidelines that encourage a culture of ownership and reward executive officers for sustained and superior Company performance and stockholder return

Worldpay, Inc. 2019 Proxy Statement    

25

Element

Form

Objectives and Basis

•  Represents the fixed portion of the total compensation package

•  Designed to attract and retain superior talent

•  Considerations are Company and individual performance, position responsibilities, experience, internal comparable compensation levels, retention, and external competitiveness

•  Primary point of comparison is a range around the median of market competitive levels for similar positions and is reviewed annually

•  Designed to attract and retain superior talent and motivate and reward achievement of pre-determined Company financial and strategic objectives measured over an annual performance period

•  Target incentive opportunity is set as a percentage of base salary and is reviewed annually

•  No payouts if threshold performance goals not achieved

•  Considerations are Company and individual performance, position responsibilities, experience, internal comparable compensation levels, retention, and external competitiveness

•  Primary point of comparison is a range around the median of market competitive levels for similar positions and is reviewed annually

•  Consists of a mix of performance shares, performance share units (PSUs) and stock options, which we believe provides an appropriate balance between inducement, motivation, retention, and the creation of stockholder value

•  Designed to align the long-term results achieved for our stockholders with the financial rewards provided to our executives

•  Considerations are Company and individual performance, position responsibilities, experience, internal comparable compensation levels, retention, and external competitiveness

•  Primary point of comparison is a range around the median of market competitive levels for similar positions and is reviewed annually

•  Stock options vest annually over three or four years

•  Vesting of performance shares and PSUs is based on cumulative growth in specified financial metrics over a three year performance period

26

    Worldpay, Inc. 2019 Proxy Statement

Worldpay, Inc. 2019 Proxy Statement    

27

Name

2017 Base Salary
(effective April 2017)

2018 Base Salary
(effective April 2018*)

% Change

Charles Drucker

Mark Heimbouch

Stephanie Ferris

Royal Cole

Shane Happach

Philip Jansen

Mr. Heimbouch’s base salary increase was effective as of November 6, 2018, as a result of his promotion to President & COO.

Performance Measure

Description

Weighting

Net Revenue

Represents total revenue less network fees and other costs.

Pro Forma Adjusted Net Income

Derived from GAAP income before applicable income taxes and adjusted for certain items more fully described in our audited financial statements. See footnote on page 24 of this proxy statement.

45

% 

Strategic Initiatives

Consists of quantitative and/or qualitative objectives, which for 2018 focused on progress made on integration following the acquisition of Worldpay Group plc.

25

% 

28

    Worldpay, Inc. 2019 Proxy Statement

Measure

Threshold

Target

Maximum

2018

Results

Weighted

Achievement

Percentage

Net Revenue

Pro Forma Adjusted Net Income

Strategic Initiatives

Total

Name

2018 Target
(as a % of
Base Salary)

2018
Target

2018

Actual
Payout

2018 Payout
(as a % of
Target)

Charles Drucker

Mark Heimbouch

Stephanie Ferris

Royal Cole

Shane Happach

Philip Jansen

Worldpay, Inc. 2019 Proxy Statement    

29

Name

Total
Award Grant
Date Value

PSUs
(Annual)

PSUs
(Acquisition)

Options

Charles Drucker

Mark Heimbouch

Stephanie Ferris

Royal Cole

Shane Happach

Philip Jansen