UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Fidelity National Information Services, Inc. (the “Corporation”) appointed Stephanie Ferris to be Chief Administrative Officer of the Corporation effective September 2, 2021. In this new role, Ms. Ferris will lead enterprise strategy, certain corporate functions and focus on key strategic initiatives to enhance client and shareholder value. Ms. Ferris, age 48, previously served as Chief Operating Officer of the Corporation from August 1, 2019, at the time of the Corporation’s acquisition by merger of Worldpay, Inc. (“Worldpay”) until September 2020. Prior to that, Ms. Ferris served as Chief Financial Officer of Worldpay f/k/a Vantiv from 2016 until the effective time of the Worldpay acquisition by the Corporation on July 31, 2019.
Prior to becoming CFO of Worldpay, Ms. Ferris held a General Manager role at Vantiv. Earlier in her career, Ms. Ferris was CFO of the payments processing division of Fifth Third Bancorp, which was later spun out and became Vantiv. She also held multiple progressive financial leadership roles at Fifth Third Bancorp, after beginning her career in public accounting at PricewaterhouseCoopers. Ms. Ferris is a Certified Public Accountant and has a Bachelor of Science degree in Accounting from Miami University in Oxford, Ohio.
There are no family relationships among any of the Corporation’s directors or executive officers and Ms. Ferris. There are no related party transactions between the Corporation and Ms. Ferris.
Ms. Ferris and the Corporation have entered into an employment agreement effective September 2, 2021. The agreement has a three-year term and includes provisions for a base salary of $700,000 and an annual bonus with a target of 150% of base salary, with a maximum of up to two times target. Ms. Ferris will receive an equity grant shortly after hire with an approximate value of $6 million which cliff vests in 3 years. This grant will consist 55% of performance share units based upon the performance targets set for other executives in their annual grants in 2021, 25% of stock options and 20% of restricted share units. Ms. Ferris will also be eligible for an award of equity at the same time other officers are given annual grants beginning in 2022 and subsequent years of her employment term at an approximate value of not less than $6 million, subject to approval by the Compensation Committee of the Board of Directors of the Corporation. If Ms. Ferris is terminated without good cause or terminates her employment for good reason, each as defined in her employment agreement, Ms. Ferris also has a right to severance pay of approximately 2x base salary and bonus and vesting of unvested equity over the time periods and pursuant to the performance targets, if any, as set forth in the applicable grant agreements. The agreement also includes non-competition and non-solicitation covenants extending until a year after the termination of her employment.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Fidelity National Information Services, Inc. | |||||||||||
| Date: September 8, 2021 | By: | /s/ Marc M. Mayo | |||||||||
| Name: | Marc M. Mayo | ||||||||||
| Title: | Corporate Executive Vice President | ||||||||||
| and Chief Legal Officer | |||||||||||
Exhibit 99.1
Payments Veteran Stephanie Ferris Rejoins FIS Executive Team
| Key facts | •Former FIS Chief Operating Officer (COO) and Worldpay Chief Financial Officer (CFO) Stephanie Ferris rejoins FIS to continue the execution of the company’s strategy and achievement of goals that create value for FIS’ colleagues, clients and communities. | ||||
•Ferris brings with her significant fintech expertise and over 15 years of payments experience in strategy execution, finance, M&A, sales and technology. | |||||
JACKSONVILLE, Fla., Sept. 8, 2021 – Financial technology leader FIS® (NYSE: FIS) announced the appointment of former FIS and Worldpay executive Stephanie Ferris to its executive leadership team, reporting to Gary Norcross, FIS Chairman and CEO.
Stephanie joined FIS on September 2, 2021 as Chief Administrative Officer. In this newly created position, Ferris will work in partnership with FIS business and corporate leaders including strategy, mergers and acquisitions and key strategic initiatives that are focused on efforts to enhance client and shareholder value.
Ferris is an experienced global business executive with expertise leading payments and technology platform businesses driving digital transformation, front-line customer engagement and inclusive growth. Most recently, Ferris served as COO of FIS with responsibility for driving technology transformation as well as the global integration of FIS and Worldpay. She was also responsible for driving cost and revenue synergies—both of which continue to perform ahead of plan. Prior to joining FIS, she served as CFO of Worldpay, a leading global merchant acquirer, which was acquired by FIS in 2019.
“I am very excited to welcome Stephanie back to FIS. She is a remarkable talent with a vision for industry transformation and a record of value-generating growth,” said Norcross. “In this new role, Stephanie will be a pivotal leader in driving our next generation of success. I am very pleased to partner with her again on the continued execution of our strategy.”
Ferris noted, “I am thrilled to re-join the FIS family. I believe in the company’s strategically competitive position to advance commerce and the financial world. FIS’ breadth of capabilities and world-class scale create sustainable competitive advantages. I look forward to working with the team to help accelerate our strategies for client and shareholder value as we advance the way the world pays, banks and invests.”
Ferris also serves as an Independent Director on the Board of Directors of Lululemon Athletica, Inc., and is a member of its Audit Committee.
About FIS
FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally. Our employees are dedicated to advancing the way the world pays, banks and invests by applying our scale, deep expertise and data-driven insights. We help our clients use technology in innovative ways to solve business-critical challenges and deliver superior experiences for their customers. Headquartered in Jacksonville, Florida, FIS ranks #241 on the 2021 Fortune 500 and is a member of Standard & Poor’s 500® Index. To learn more, visit www.fisglobal.com. Follow FIS on Facebook, LinkedIn and Twitter (@FISGlobal).
For More Information
Kim Snider, 904.438.6278
Senior Vice President
FIS Global Marketing and Communications
kim.snider@fisglobal.com
Nathan Rozof, CFA, 904.438.6918
Executive Vice President
FIS Corporate Finance and Investor Relations
Nathan.Rozof@fisglobal.com