PROXY STATEMENT 2023NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD MAY 24, 2023

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NOTICE OF ANNUAL MEEING OF SHAREHOLDERSTo the Shareholders of Fidelity National Information Services, Inc: Notice is hereby given that the 2023 Annual Meeting of Shareholders of Fidelity National Information Services, Inc. will be held on: MAY24202310:00 AM Eastern Time347 Riverside AvenueJacksonville, Florida 32202

The enclosed proxy is solicited by the Board of Directors (the “Board”) of Fidelity National Information Services, Inc., a Georgia corporation, for use at the Annual Meeting of Shareholders to be held on May 24, 2023, at 10:00 a.m. Eastern Time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The meeting will be held at 347 Riverside Avenue, Jacksonville, Florida 32202.

It is anticipated that such proxy, together with this proxy statement, will be first mailed on or about April 14, 2023, to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 347 Riverside Avenue, Jacksonville, Florida 32202, and its telephone number at that address is (904) 438-6000.

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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 is a Fortune 500(R) company and is a member of Standard & Poors 500(R) Index.

2022 PERFORMANCE HIGHLIGHTS

Our 2022 financial performance highlights are shown below, each qualified by reference to our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”) that was filed with the SEC on February 27, 2023. For more complete information regarding our 2022 performance, please review our 2022 Annual Report.

FUTURE FORWARD – POSITIONING FIS FOR GROWTH

In November 2022, we announced our enterprise transformation program, Future Forward, which is a multifaceted initiative designed to permanently enhance the performance of FIS by delivering improved outcomes for clients while driving operational efficiencies internally, free cash flow generation and earnings quality.

Client-Centricity: We will ensure that clients are at the center of everything we do by sharpening our operational focus to promote a client-centric culture and deliver on our commitments to all stakeholders.

Innovation: We will continue to innovate across our portfolio of solutions to help ensure growth for our clients. The separation of FIS and Worldpay (our Merchant Solutions business) will allow the stand-alone FIS to maintain its competitive advantage in delivering innovative, next-generation technology solutions to the most complex financial institutions.

Simplification of Operational Management: We will simplify and streamline our operations, decision-making and time-to-market to improve profitability. The spin-off of our Merchant Solutions business will help simplify our operating model and focus our investments on the most pressing needs of our clients.

CLIENT-CENTRICITY Ensuring clients are at the center of everything we do CLIENT-CENTRICITY INNOVATION STRATEGY FUTURE FORWARD SIMPLIFICATION INNOVATION Leveraging best-in-class set of FinTech assets to make FIS the destination for innovation SIMPLIFICATIONSimplifying decision making to accelerate time-to-market

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BOARD OF DIRECTORS

FIS maintains a rigorous director selection and evaluation process which supports the Company’s long-term growth strategy and which factors in diversity of gender, ethnicity, tenure, skills and experience.

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GOVERNANCE POLICIES AND PRACTICES SNAPSHOT

In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure that provides strong oversight across FIS and promotes long-term shareholder value creation. Some key highlights of our Board and governance practices are set forth below:

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SHAREHOLDER ENGAGEMENT

Our Corporate Governance, Nominating and Sustainability Committee oversees our shareholder engagement program.

We maintain an ongoing, proactive engagement effort with our shareholders that enables our Board to consider a broad range of perspectives in boardroom discussions.

Engagement topics during our shareholder engagement meetings during 2022 included our executive compensation program, CEO transition, Board refreshment, the goal-setting approach for ESG targets, our financial inclusion program, and workforce diversity and inclusion.

KEY RESPONSIVENESS ACTIONS

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EXECUTIVE COMPENSATION HIGHLIGHTS

The primary goal of our executive compensation programs is to drive continued growth and successful execution of our business objectives, thereby creating value for our shareholders. Our compensation programs are grounded on the concept of paying for performance and intend to foster a high-performance culture, aligning the interests of our executive team with those of our shareholders.

2022 NORMALIZED TARGET COMPENSATION VS. REALIZABLE COMPENSATION VALUE(1)

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2022 Compensation Highlights

Consistent with the link between pay and performance and the investment experience of our shareholders in fiscal 2022, the performance awards were earned below the target vesting opportunity.

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SUSTAINABILITY HIGHLIGHTS

Our teams are committed to operating our company with integrity and the highest ethics, contributing to our surrounding communities, promoting diversity and inclusion, empowering our employees, and preserving our natural resources. We are also committed to the security of our data, protecting the privacy of our clients, and helping to make the global financial system accessible to and inclusive of everyone. Our Board’s Corporate Governance, Nominating and Sustainability Committee has direct oversight responsibility of our ESG program and our Chief Sustainability Officer provides quarterly progress reports to the Committee.

To guide our ESG strategy, in 2022, we commissioned a third-party consultant to conduct a second formal materiality assessment as FIS continues to take a stakeholder driven approach by engaging with our clients, shareholders, colleagues, and suppliers.

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FIS FRAMEWORK FOR FINANCIAL INCLUSION IS BUILT

ON FOUR STRATEGIC PILLARS

Leveraging our Framework for Financial Inclusion and partnering with policymakers and our clients across the financial ecosystem, we provide solutions supporting efforts to overcome barriers to financial inclusion.

SOLUTIONS		FINANCIAL INVESTMENTS		STRATEGIC PARTNERSHIPS		PHILANTHROPY AND VOLUNTEERISM
incorporating principles of financial inclusion into solution design and developing solutions that help our clients achieve their financial inclusion goals		supporting fintech startups that are innovating to meet the needs of underserved consumers, businesses and markets		partnering with clients, government policy makers and non-governmental organizations to advance financial inclusion goals		working with nonprofit and philanthropic organizations to provide financial tools and educational resources to better support underserved communities
Since 2020, FIS Impact Ventures exceeded its goal of investing $150M in fintech startups, including the $30M goal towards minority-led fintechs.

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Nominees for Election as Director

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The FIS Board is diverse, with six of thirteen directors being either gender or ethnically diverse. More broadly, the collective skills, talents, experiences and perspectives of the Board are also diverse. We have executives who have worked in the fields of banking, technology, payments and financial services, among others. We have several current or former CEOs, but also have directors who have had executive responsibilities globally in operations, finance, sales and legal functions. The director tenure on the FIS Board spans from several months to 10 years. This combined experience allows the directors to bring diversity of thought, background and experience to bear on the matters addressed by the Board.

THE COLLECTIVE SKILLS AND EXPERIENCE OF OUR BOARD SUPPORTS THE STRATEGY OF OUR COMPANY.

FIS is a global leader in financial services technology, with a focus on banking and payments, capital markets and merchant solutions. With a deep and broad set of solutions, FIS serves its global client base by providing the software and solutions that advance the way the world pays, banks and invests. The foundation of both the Company’s success and long-term growth strategy includes the following pillars.

Build, Buy, or Partner to Add Solutions to Win New Clients and Cross-sell to Existing Clients. We continue to invest in organic growth through internal software development as well as through acquisitions and equity investments that complement and extend our existing solutions and capabilities, providing us with additional solutions to cross sell to existing clients and to capture the interest of new clients. We also partner from time to time with other entities to provide comprehensive offerings to our clients and prospects.

Support Our Clients Through Innovation. Changing market dynamics, particularly in the areas of digital delivery, information security, and regulation, are transforming the way our clients operate, which is driving incremental demand for our integrated solutions built around our intellectual property. As clients and prospects evaluate technology, business process changes and vendor risks, our depth of service capabilities enable us to become involved earlier in their planning and design process and assist them as they manage these changes.

Drive Efficiency and Scalability. We strive to improve the efficiency of our operations through investments in new technologies, processes and infrastructure modernization. We also leverage a one-to-many operating model to drive high incremental margins on revenue growth, while also providing cost-effective solutions for our clients.

Expand Distribution. Through our global sales force and strategic commercial partnerships, we drive growth through client additions and through the expansion of existing client relationships in support of our clients’ growth ambitions. Our clients across our strategic global markets reach across the size spectrum from large enterprises and financial institutions, including global or multi-national clients, to small businesses and community or regional financial institutions.

Allocate Our Capital and Resources Strategically. As we make decisions with respect to building, buying or partnering to drive innovation in support of our clients, we prioritize the allocation of capital and other resources to the opportunities providing the highest client benefit and growth potential. We also continually review our portfolio of assets and businesses to assess their fit with our strategy and will from time to time decide to wind down or divest businesses or assets to redeploy capital to our areas of strategic focus. We believe that keeping our team and our capital strategically focused benefits our existing clients and our ability to win new clients.

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The collective skills and experience of our director nominees are broad and support each of the pillars of our long-term growth strategy. The following chart summarizes those skills under several criteria critical to the success of FIS. Virtually all of our directors have expertise in these categories; however, we have only indicated those directors in this chart whose experience in each category is deemed to be significant.

Adrean Alemany Benjamin D Silva Ferris Goldstein Hook Lamneck Lauer Parent Shea Stallings Knowledge, Skills, Experience Public Company Board Experience Global Business Experience Mergers and Acquisitions Current or Former Relevant CEO Experience Banking or Financial Services Experience Government and Regulatory Financial Expertise Enterprise Risk Management/Information Security Technology Sustainability Human Capital Management Gender Female Male Racial/Ethnic Diversity Asian Black/African American Hispanic/Latinx Native American or Alaskan Native Native Hawaiian/Pacific Islander White/Caucasian Two or More Races or Ethnicities Board Tenure Years * 9 * 1 * 3 4 1 4 6 5 10

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Note:    As previously announced, Jeffrey Stiefler is not standing for re-election in accordance with the Company’s mandatory retirement age policy and will retire from the Board at the end of his term on May 24, 2023. On January 19, 2023, Keith W. Hughes notified the Company of his resignation from the Board. As previously disclosed, Mr. Hughes had been scheduled to retire from the Board and not stand for re-election at the 2023 annual meeting of shareholders in accordance with the Company’s mandatory retirement age policy.

DIRECTOR INDEPENDENCE

Section 303A.02 of the New York Stock Exchange (“NYSE”) Listing Standards, as approved by the Securities and Exchange Commission (the “SEC”), sets the standard by which directors of publicly traded companies listed with the NYSE shall be deemed independent. Pursuant to Section 303A.02, the Board has determined that all current FIS directors, other than Ms. Ferris due to her employment with the Company, are independent.

BOARD OVERSIGHT AND GOVERNANCE

Our Board is responsible for overseeing the business and affairs of our Company. In carrying out this responsibility, the Board oversees the long-term strategy of our Company and advises our senior management to help drive long-term value creation for our shareholders. Our Board is highly engaged and receives regular updates on a wide variety of matters affecting our Company, including, without limitation, CEO and management succession planning, enterprise risk management, the Company’s ESG Program, cybersecurity and crisis management, strategic planning, human capital management and inclusion and diversity, and the annual review of our CEO’s performance.

Our Board met sixteen (16) times in 2022. Each director then in office attended at least 94% of the meetings of the Board and of the Committees of which he or she was a member.

We do not, as a general matter, require our Board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2023 annual meeting. In 2022, all of our directors then in office attended the 2022 annual meeting of shareholders.

CEO PERFORMANCE

Our Compensation Committee, including our Independent Chairman, leads an annual evaluation of the CEO’s performance. The evaluation process includes executive sessions of the independent directors to discuss the CEO’s performance and ongoing discussions between our Independent Chairman and the CEO throughout the year.

MANAGEMENT SUCCESSION PLANNING

Our Board oversees the succession plan for our CEO and President, CFO and certain other executive officers, both in an emergency situation and in the ordinary course of business, which includes a review of succession scenarios, planned transitions and timelines and a review of potential candidates. In 2022, the Board participated in multiple meetings dedicated exclusively to management succession planning. In addition, the Board receives periodic updates on the succession plans for our senior management team throughout the year.

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RISK OVERSIGHT

The Board, acting directly and through its committees, is actively involved in oversight of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan. Management is responsible for the day-to-day assessment, identification, monitoring and decision-making regarding the risks we face. Our Board and each committee are primarily responsible for risk oversight in the areas described below, with the Risk and Technology Committee providing primary oversight for the Enterprise Risk Management function. Throughout the year, the Board and each committee reviews and discusses specific risk topics, and the Board receives quarterly Enterprise Risk reports regarding the most significant risks facing the Company, including security, financial, legal, operational and strategic risk. These reports include an in-depth analysis of each risk category, including an assessment of the likelihood and magnitude of the risk, the risk trends and forward-looking commentary on potential emerging risks. In addition, each committee of the Board provides periodic reports to the full Board regarding its areas of responsibility and oversight. We believe that our Board’s active role in risk oversight supports our efforts to manage areas of material risk to the Company.

The Board is closely monitoring and is actively involved in the risk oversight associated with the financial markets. As one of the leading institutions serving the financial services community, management has a robust Enterprise Risk Management function designed to support our business plans despite the current volatile macroeconomic environment.

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On a quarterly basis, our internal team evaluates and defines the Company’s risk exposure using a consistent set of key performance indicators and the prospective trends of those indicators based on the above risk categories (security, financial, legal, operational and strategic risk), as well as conducts a review of the internal and external context of threat frequency. Our assessment is then reported to an internal Executive Risk and Technology Committee, and a subset of the materials provided to the Executive Risk and Technology Committee are presented to the Board’s Risk and Technology Committee. It is our Company practice that the Chairman of the Board attend and actively participate in any meetings of the Risk and Technology Committee, and we believe our Independent Chairman’s experience in the areas of corporate finance, government and financial regulation provides meaningful guidance to the Board in its role of risk oversight. In addition, the Company’s Chief Compliance Officer, who reports to the Company’s Chief Legal and Corporate Affairs Officer, presents quarterly to the Audit Committee on the Company’s compliance activities.

CYBERSECURITY AND INFORMATION SECURITY RISK

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk.

In 2022, the Board participated in an annual cybersecurity risk training exercise, which is led by a leading outside cybersecurity expert. In addition, the Board participated in an annual cybersecurity threat and landscape review and table-top ransomware exercise with its outside advisors, which also included the execution of the Company’s crisis management plan.

The Risk and Technology Committee oversees the Company’s cybersecurity and information security risk programs, as well as management’s actions to identify, assess, mitigate and remediate material cyber risk issues. The Risk and Technology Committee receives regular quarterly reports from the Chief Risk Officer and Chief Information Security Officer on the Company’s cybersecurity and information security programs, and periodic updates throughout the year. The Risk and Technology Committee also meets with third-party advisors and experts, as appropriate, to evaluate the Company’s cybersecurity and information security programs. The Company’s risk environment is re-assessed quarterly or more frequently in the case of potential emerging risks, and any significant emerging risks that are identified are subsequently transitioned and incorporated into the Company’s existing risk assessment program.

FIS undergoes 134 external audits against the SSAE 18 standard (e.g., SOC 1 (Internal Controls over Financial Reporting), SOC 2 (Trust Services Criteria, such as Security, Availability, Processing Integrity, and Confidentiality)). Additionally, we engage external Qualified Security Assessors to perform 97 assessments against the Payment Card Industry Data Security Standards (including PIN Security, Payment Application Data Security Standard, Software Security Framework, Point to Point Encryption, 3DS Security, and Card Production Security). From an ISO standpoint, we are externally certified for the ISO-27001 Information Security Management System standard at 47 global locations, assessed under ISO-31000 for our Risk Management controls, and an ISO-22301 audit is completed annually for our Business Continuity program. We also meet the criteria for UK Cyber Essentials information security requirements and are externally certified at five UK locations.

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DATA PROTECTION & PRIVACY

“Think Secure. Be Secure.” represents the underlying theme of our comprehensive cybersecurity and data protection programs. In general, global attacks on corporate and government information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for many individuals, businesses and governmental entities. We remain vigilant and focused on making strategic investments in information security to protect our clients and our information systems. We also participate in industry and governmental initiatives to improve information security for our clients.

FIS is committed to being a trusted steward of customer and consumer information, and as such is dedicated to compliance with all applicable data protection and privacy laws wherever we do business. All FIS employees and contractors are required to complete annual Information Security and Privacy Awareness Training, which includes specific education on personal data protection, compliance, and risk management topics.

DIRECTOR CONTINUING EDUCATION

In 2020, the Corporate Governance, Nominating and Sustainability Committee formalized and adopted guidelines to promote director continuing education. These guidelines encourage directors to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance, the industry in which FIS participates, and best practices relevant to their contribution to the Board generally as well as to their responsibilities in their specific committee assignments. Directors share with their fellow Board members on a quarterly basis any insights, observations, or conclusions that may have been derived from relevant director education programs. In addition, the Company provides educational opportunities for directors during regularly scheduled Board meetings and provides access to third-party educational programs. Finally, the Company provides periodic updates to the Board on key governance topics and provides a summary of governance “hot topics” at each quarterly Board meeting.

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance, Nominating and Sustainability Committee reviewed and approved our amended and restated Corporate Governance Guidelines in January 2023. Our Corporate Governance Guidelines are intended to provide, along with the charters of the committees of our Board, a framework for the functioning of our Board and its committees and to establish a common set of expectations as to how our Board should perform its functions. The Corporate Governance Guidelines address, among other things, the composition of our Board, the selection of directors, the functioning of our Board, the committees of our Board, the evaluation and compensation of directors and the expectations of directors, including ethics and conflicts of interest.

In January 2023, the Corporate Governance, Nominating and Sustainability Committee revised the Corporate Governance Guidelines to provide that the Board shall appoint an independent member of the Board to serve as Independent Chairman when the roles of Chairman and Chief Executive Officer are not filled by the same person. The Corporate Governance Guidelines were also revised to reflect the appointment of an Independent Chairman and set forth the Independent Chairman’s roles and responsibilities.

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To enhance Board refreshment, our Board also approved in 2019 the adoption of a mandatory retirement age of 75 for directors, which is reflected in the Corporate Governance Guidelines.

In January 2021, our Corporate Governance, Nominating and Sustainability Committee approved additional revisions to the Corporate Governance Guidelines to limit director overboarding for those directors who are full-time employees of other companies to no more than one public company board in addition to the Company’s board. In October 2021, in order to further limit overboarding and avoid any potential conflicts, the Board again revised the Corporate Governance Guidelines to require that directors seek approval prior to accepting an offer to serve on another for-profit company board of directors or audit committee, whether public or private The Corporate Governance, Nominating and Sustainability Committee has determined that all directors currently serving on the Board are fully compliant with the overboarding provisions of the Corporate Governance Guidelines, and are able to dedicate the requisite time to their Board responsibilities.

The Corporate Governance Guidelines also provide that a majority of the members of our Board must be independent directors who our Board has determined have no material relationship with us and who otherwise meet the independence criteria established by the NYSE, and any other applicable independence standards. The Corporate Governance, Nominating and Sustainability Committee reviews these guidelines and other aspects of our governance at least annually.

A copy of our Corporate Governance Guidelines is available for review on the Investor Relations page of our website at www.fisglobal.com. Shareholders may also obtain a copy by writing to the Corporate Secretary at the address set forth under “Available Information” on page 125.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board adopted an amended and restated Code of Business Conduct and Ethics (“Code of Conduct”), which is applicable to all our directors, officers and employees. The purpose of the Code of Conduct is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Any waiver or amendment to the Code of Conduct with respect to the CEO, any Executive Officer or any Senior Financial Officer must be approved by the Audit Committee of the Board and will be promptly disclosed to the extent required under applicable law, rule or regulation.

The Board, through the Corporate Governance, Nominating and Sustainability Committee, adopted a Code of Business Conduct and Ethics for Directors (“Director Code of Conduct”). This Director Code of Conduct provides guidelines for the Directors in performing their functions on the Board, particularly with respect to transactions in the securities of the Company, potential conflicts of interest, the taking of corporate opportunities for personal use, and competing with the Company. Our Directors review and certify compliance with this Director Code of Conduct annually.

The Code of Conduct and the Director Code of Conduct are available for review on the Investor Relations page of our website at www.fisglobal.com. Shareholders may also obtain a copy of the Code of Conduct or the Director Code of Conduct by writing to the Corporate Secretary at the address set forth under “Available Information” on page 125.

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THE COMPANY, THE BOARD OF DIRECTORS, OR ONE OF THE COMMITTEES OF THE BOARD HAVE TAKEN THE FOLLOWING GOVERNANCE ACTIONS:

2023 governance actions:

2022 governance actions:

2021 governance actions:

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Prior governance actions:

BOARD REFRESHMENT

The Corporate Governance, Nominating and Sustainability Committee oversees and plans for director succession and refreshment to maintain a diversity of thought, background and experience that supports the Company’s long-term strategy. Through our succession and refreshment plans, the Corporate Governance, Nominating and Sustainability Committee has an ongoing opportunity to:

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OUR BOARD AND COMMITTEE EVALUATION PROCESS

The Corporate Governance, Nominating and Sustainability Committee oversees the annual evaluation of the Board and of each committee. In 2022, the annual written evaluation was facilitated by an outside consultant with significant corporate governance experience. In this process, each director completed a tailored self-evaluation form, providing anonymous input regarding the leadership, performance and effectiveness of the Board and each committee on which the director serves, as further described below. The Chairman of the Board and the chair of each committee received the results of the annual written evaluation. Each committee chair reviewed that committee’s results with that committee.

In addition, the Chair of the Corporate Governance, Nominating and Sustainability Committee interviewed each director to discuss the leadership, performance and effectiveness of the Board and each committee on which the director serves and gathered suggestions for improving the Board’s effectiveness. The Chair of the Corporate Governance, Nominating and Sustainability Committee reviewed and discussed the results and feedback from both the Board and committee written evaluation forms and interviews with each director. This process has been successful in evaluating the effectiveness of our Board and committees and identifying areas to improve our Board.

In addition, the Corporate Governance, Nominating and Sustainability Committee periodically assesses the collective skills and experiences of our Board, comparing a Board skills matrix to the Company’s long-term strategy and the anticipated tenure of each director to identify potential areas of need on the Board in both the short term and long term. The product of this assessment in 2022 can be found under Shareholder Proposal No. 1 in this Proxy Statement. The committee makes recommendations to our Board regarding its size, composition and structure based on this assessment. In determining whether to nominate an incumbent director for re-election, the Corporate Governance, Nominating and Sustainability Committee evaluates each incumbent director and director candidate in light of the committee’s assessment of the talents, skills and other characteristics needed to enhance the effectiveness of the Board. This process is both annual and continuous, with the Independent Chairman of the Board and the Chair of the Corporate Governance, Nominating and Sustainability Committee addressing concerns, as they may arise, with regard to director performance or capacity.

Separately, the Chair of the Corporate Governance, Nominating and Sustainability Committee, the Independent Chairman, Chief Legal Officer, and Corporate Secretary each routinely communicate with our Board members and receive current feedback regarding Board and committee effectiveness. This continuous feedback, along with the evaluation process and assessment discussed above, helps ensure the continued effectiveness of the Board.

SEARCHES FOR DIRECTOR CANDIDATES

The Corporate Governance, Nominating and Sustainability Committee develops and recommends to the Board criteria for the selection of qualified directors. When a need for a new director to fill a new Board seat or vacancy arises, the Corporate Governance, Nominating and Sustainability Committee proceeds by whatever means it deems appropriate to identify a qualified candidate or candidates, including engaging director search firms or considering candidates recommended by shareholders, as described below. The Committee reviews the qualifications of each candidate. Final candidates are generally interviewed by all of the Committee members, other members of the Board and select members of executive management. In addition, a background and reference check is conducted. The Committee makes a recommendation to our Board based on its review, the results of interviews with the candidate and all other available

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information. The Board makes the final decision on whether to invite the candidate to join our Board, with such invitation being extended by the Independent Chairman of the Board.

Lee Adrean and Mark Benjamin, who are both standing for election at the 2023 Annual Meeting of Shareholders, were identified as candidates to join the Board by non-management directors and shareholders.

BOARD DIVERSITY

The Corporate Governance, Nominating and Sustainability Committee periodically reviews the skills and experiences of our current Board to determine whether the addition of directors with particular experience and skills would make our Board more effective. In conducting its evaluation of potential Board candidates, the Committee and the Board consider many factors, with no single factor being determinative or required. Rather, the Committee and the Board weigh all relevant factors to determine whether the candidate will effectively interact with and contribute to the Board in a collaborative and collegial manner. Specific qualifications considered include: professional and work history; educational background and degrees earned; financial acumen and qualifications as a “financial expert” under the SEC standards; scope of business experience, including size and complexity of organizations run by the candidate, P&L responsibility and international business experience; breadth of experience in the financial technology, financial services, or related industries; Board diversity; ability to satisfy NYSE independence standards; and availability and willingness to commit the necessary time to Board service. In addition, the Committee will look for candidates who have demonstrated throughout their careers the highest personal and professional ethics, integrity, and values. Candidates must possess the experience and perspective to interact effectively with the Board on any number of commercial, financial, or strategic matters. Moreover, these candidates should demonstrate an ability to do all of this with a consultative and engaging approach that encourages active listening and constructive dialogue.

The Board values diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and experience. The Board is committed to actively seeking out highly qualified women and underrepresented minority candidates for each search the Board undertakes. In identifying, evaluating and recommending director nominee candidates, the Corporate Governance, Nominating and Sustainability Committee will consider diversity of gender and ethnicity within the Board, the criteria set forth above, and such other factors as the Committee deems appropriate. The Board makes the importance of gender and underrepresented minority candidates known to any recruiting firm it engages.

MANDATORY RETIREMENT AGE POLICY

To enhance Board refreshment, in 2019 our Board approved the adoption of a mandatory retirement age of 75 for directors, which is reflected in the Corporate Governance Guidelines.

Mr. Hughes and Mr. Stiefler reached the mandatory retirement age following the 2021 annual meeting of shareholders, which means that they might not have stood for re-election at the 2022 annual meeting of shareholders. However, due to the continuing impact and challenges of the COVID-19 pandemic and the low average tenure of the other directors on our Board, the Board granted a one-time, one-year exception to the mandatory retirement age requirement for Mr. Hughes and Mr. Stiefler, which allowed them to stand for re-election at the 2022 annual meeting of shareholders. Mr. Hughes

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voluntarily retired from the Board on January 19, 2023, and Mr. Stiefler will retire from the Board as of the annual meeting of shareholders in 2023.

In July 2022, Mr. Hughes and Mr. Stiefler stepped down from their respective roles of Chair of the Compensation Committee and Lead Independent Director.

SHAREHOLDER RECOMMENDATIONS FOR BOARD MEMBERSHIP

The Board of Directors has adopted a policy with respect to the consideration of director candidates recommended by shareholders. A candidate submission from a shareholder will be considered at any time if the following information is submitted to the Corporate Secretary of the Company:

The Corporate Secretary will promptly forward complying nominee recommendation submissions to the Chair of the Corporate Governance, Nominating and Sustainability Committee. The Corporate Governance, Nominating and Sustainability Committee will apply the same criteria in evaluating candidates nominated by shareholders as in evaluating candidates recommended by other sources.

In addition, nominations of individuals for election to our Board at any meeting of shareholders at which directors are to be elected may be made by any of our shareholders entitled to vote for the election of directors at that meeting by complying with the procedures set forth in Section 1.12 or Section 2.12 of our Bylaws. Section 2.12, adopted by our Board in January 2017, sets the Proxy Access rights of our shareholders. It provides that a shareholder, or a group of up to twenty (20) shareholders, who have held at least 3% of the total outstanding shares of the Company continuously for three years or more may nominate and include in our proxy materials up to the greater of two (2) directors or twenty percent (20%) of the current Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in Section 2.12. For information regarding the deadlines for submitting nomination notices pursuant to Section 1.12 or Section 2.12 of our Bylaws, see “Shareholder Nominations for Board Membership and Other Proposals” on page 124 of this proxy statement.

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BOARD LEADERSHIP STRUCTURE

Effective December 16, 2022, the Board determined to implement an independent Board Chair structure and appointed Jeffrey A. Goldstein, formerly the Lead Independent Director, to serve as Independent Chairman. Ms. Ferris is our Chief Executive Officer and President.

While evaluating our leadership structure, the Board considered appointing an Executive Chairman of the Board as well as other alternatives. However, the Board ultimately determined that having separate individuals serve in the roles of Independent Chairman of the Board and of Chief Executive Officer is in the best interests of the Company and its shareholders at this time. The Independent Board Chair structure allows Mr. Goldstein to provide independent Board leadership and oversight to the Board to define its structure, membership and activities in the fulfillment of its responsibilities. In addition, the structure allows Mr. Goldstein to represent the Board in communications with, and act as a point of contact for, the Company’s shareholders. As our CEO, Ms. Ferris is responsible for setting the Company’s strategic direction and day-to-day leadership and performance of our Company, but the Independent Chairman may recommend that the Board review and consider certain matters, as needed. We believe this structure will assist in ensuring that the Board makes objective decisions and establishes a balance between the interests of management and the Company’s shareholders and other stakeholders. The Board periodically reviews its leadership structure and its appropriateness given the needs of the Board and the Company at such time.

The Board has developed a robust set of responsibilities for the Independent Chairman, including:

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DIRECTOR INDEPENDENCE

On January 26, 2023, the Board determined that the then-current non-employee members of the Board (Lee Adrean, Ellen R. Alemany, Mark D. Benjamin, Vijay G. D’Silva, Jeffrey A. Goldstein, Lisa A. Hook, Kenneth T. Lamneck, Gary L. Lauer, Louise M. Parent, Brian T. Shea, James B. Stallings, Jr., and Jeffrey E. Stiefler) are independent under the criteria established by the NYSE and our Corporate Governance Guidelines. In addition, Keith W. Hughes and Mark A. Ernst, who each served as a director for all or part of 2022, were deemed independent. Our former Chief Executive Officer, Gary A. Norcross, who also served on the Board in 2022, was deemed not independent.

In addition to the Board-level standards for director independence, each member of the Audit Committee and each member of the Compensation Committee meets the heightened independence standards required for such committee members under the NYSE’s listing standards.

COMMITTEES OF THE BOARD

The charters of all committees are available on the Investor Relations page of our website at www.fisglobal.com. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” on page 125.

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COMMITTEE COMPOSITION (AS OF MARCH 31, 2023)

* On January 20, 2023, Mr. Adrean was appointed to the Audit Committee and Mr. Benjamin was appointed to the Compensation Committee. On January 26, 2023, Mr. D’Silva was appointed to the Corporate Governance, Nominating and Sustainability Committee, and Mr. Lamneck was appointed to the Compensation Committee.

AUDIT COMMITTEE

* Mr. Adrean was appointed to the Audit Committee on January 20, 2023.

The Board has determined that each of the Audit Committee members is financially literate and independent as required by the rules of the SEC and the NYSE, and that each member, other than Ms. Parent, is an Audit Committee Financial Expert, as defined by the rules of the SEC.

The primary functions of the Audit Committee, as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com) are:

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COMPENSATION COMMITTEE

* Mr. Benjamin was appointed to the Compensation Committee on January 20, 2023. Mr. Lamneck was appointed to the Compensation Committee on January 26, 2023. Mr. Stiefler is not standing for re-election in accordance with the Company’s mandatory retirement age policy and will retire from the Board at the end of his term on May 24, 2023.

The Board has determined that each of the Compensation Committee members is independent under the heightened independence standards required by the NYSE for Compensation Committee members.

The primary functions of the Compensation Committee, as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com) are:

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For more information regarding the responsibilities of the Compensation Committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis” beginning on page 62.

CORPORATE GOVERNANCE, NOMINATING AND SUSTAINABILITY COMMITTEE

* Mr. D’Silva was appointed to the Corporate Governance, Nominating and Sustainability Committee on January 26, 2023. Mr. Stiefler is not standing for re-election in accordance with the Company’s mandatory retirement age policy and will retire from the Board at the end of his term on May 24, 2023.

The Board has determined that each of the Corporate Governance, Nominating and Sustainability Committee members is independent as required by the NYSE.

The primary functions of the Corporate Governance, Nominating and Sustainability Committee as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com) are:

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RISK AND TECHNOLOGY COMMITTEE

While the Board is ultimately responsible for risk oversight at our Company, our Board has delegated oversight of the Company’s risk management process to the Risk and Technology Committee. Its role in the Company’s risk oversight process includes overseeing the activities of the Company’s Executive Risk and Technology Committee (“ERTC”) and enterprise risk management program. The Company established a Risk, Information Security and Compliance (“RISC”) management group that is responsible for ensuring that all aspects of the enterprise risk management program are implemented. This group provides periodic reporting of the enterprise risk management program, its assessment activities and emerging risks to the ERTC and the Risk and Technology Committee and, in the case of the Company’s Compliance and Ethics programs, to the Audit Committee of the Board. The RISC group is responsible for ensuring the development and deployment of the Company’s risk management program infrastructure, coordinating and conducting risk assessments, prioritizing and reporting risks, developing risk mitigation strategies, and tracking and managing risk mitigation initiatives. The ERTC is responsible for validating and assessing the overall effectiveness of the risk management program and activities performed by senior management to mitigate specific risks. In its oversight role, the Risk and Technology Committee verifies the risk management strategy deployed by the RISC group and the ERTC and reviews and approves the Company’s identified top risks and risk management plan. The Risk and Technology Committee receives periodic risk management effectiveness reporting from management, as well as updates on program changes and emerging risks.

The primary functions of the Risk and Technology Committee as identified in its charter (which is available for review on the Investor Relations page of our website at www.fisglobal.com), are:

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EXECUTIVE COMMITTEE

The primary function of the Executive Committee, as identified in its charter, is to act on behalf of the full Board between regularly scheduled Board meetings, or during times of an acute emergency, when time is of the essence. The Executive Committee may exercise all of the authority of the Board in the business and affairs of the Company, except where action by the full Board is specifically required or where authority is specifically limited by the Board.

In response to the coronavirus or COVID-19 pandemic, in March 2020 the Board revised the Executive Committee Charter to provide for emergency governance provisions regarding notice and quorum requirements in the event of an acute emergency (i.e., any catastrophic event, including, but not limited to an emergency, disaster or pandemic).

SHAREHOLDER AND OTHER STAKEHOLDER ENGAGEMENT

We are committed to ongoing engagement with our shareholders and other stakeholders at least once per year. We believe that our engagement allows executive management and the Board the opportunity to understand the concerns of our shareholders and other stakeholders and make educated and deliberate decisions that are balanced and appropriate for our diverse stakeholder base and in the best interests of FIS.

We maintain proactive engagement effort with a wide range of stakeholders, including shareholders, ESG rating firms, proxy advisory firms, fixed income investors, prospective shareholders, rating agencies and thought leaders, among others.

Throughout the year, members of our Investor Relations team, ESG team, executive compensation team, corporate governance team and executive management team regularly engage with our shareholders and other stakeholders to seek their input, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through this engagement, we discussed topics of interest to our shareholders and other stakeholders, including our performance, strategy, ESG program, executive compensation and corporate governance. We continue to emphasize discussions around our commitment to ESG matters and our efforts to advance sustainability.

Our executive management team and Board regularly consider feedback from our shareholders and other stakeholders and, as deemed appropriate, incorporate this feedback in the design and implementation of our strategy, programs and practices.

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OUR 2022 SHAREHOLDER ENGAGEMENT PROGRAM

The 2022 shareholder engagement campaign marks the fourth year of active shareholder engagement with respect to compensation, ESG and governance matters.

In response to prior shareholder feedback, our Corporate Governance, Nominating and Sustainability Committee requested that management formalize an annual comprehensive shareholder engagement program. The Corporate Governance, Nominating and Sustainability Committee assumed direct oversight responsibility of the shareholder engagement program.

Following our annual meeting, in the fourth quarter of 2022, we conducted a comprehensive shareholder engagement program where we sought meetings with our top 32 shareholders, representing the holders of approximately 75% of our outstanding shares. Our engagement efforts resulted in meetings with 11 of our largest shareholders, representing approximately 34.2% of our outstanding shares, as well as with proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis). We also met with other shareholders during this time period who reached out to us and indicated an interest to engage.

In order to establish a direct dialogue between our shareholders and our Board, Gary L. Lauer, the Chair of our Compensation Committee and a member of our Corporate Governance, Nominating and Sustainability Committee (with oversight of our ESG Program), participated in all of our engagement meetings, along with our Senior Vice President – Investor Relations, Senior Vice President – Corporate Affairs and Chief Sustainability Officer, Senior Vice President – Total Rewards and Senior Vice President – Senior Deputy General Counsel and Corporate Secretary. Following the completion of our shareholder engagement meetings, the feedback was presented to our executive management team and the Board (including the Compensation Committee and Corporate Governance, Nominating and Sustainability Committee) for their review and consideration.

Our goals for the shareholder engagement program included:

During our shareholder engagement meetings, we received constructive shareholder feedback on our ESG, governance and compensation programs. Our executive management team and the Board carefully considered this feedback and considered a number of enhancements to our programs. These enhancements fit well within our overall ESG, executive compensation and governance programs and we believe directly address the feedback we received during our 2022 shareholder engagement meetings. In addition, many of the changes to our ESG, governance and compensation programs implemented over the last several years have been directly informed by views and insights gathered through our prior engagement efforts and our review of current market practices.

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Below is a summary of What We Heard and What We Did.

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The Compensation Committee may make additional changes to our executive compensation program from time to time in furtherance of its commitment to provide a compensation program that is competitive, performance based, risk balanced and aligned with the goals of our shareholders.

CONTACTING THE BOARD

Any shareholder or other interested person who desires to contact any member of our Board may do so by writing to: Board of Directors, c/o Corporate Secretary, Fidelity National Information Services, Inc., 347 Riverside Avenue, Jacksonville, Florida 32202. Communications received are distributed by the Corporate Secretary to the appropriate member or members of our Board.

DIRECTOR COMPENSATION

DIRECTOR FEES

As of January 1, 2022, our standard compensatory arrangement with our non-employee directors included the following:

On June 1, 2022, we increased the Compensation Committee and the Corporate Governance, Nominating and Sustainability Committee annual retainer fees to $55,000 for the Chair and $25,000 for members. Jeffrey A. Goldstein was appointed Independent Chairman effective December 16, 2022. For 2023, we increased his annual retainer fee to $175,000 and his annual equity award to $315,000.

On May 25, 2022, following the director election at our annual shareholders meeting, we granted each then-serving non-employee director 2,139 RSUs, except Mr. Stiefler who received 2,637 RSUs for his role as the Lead Independent Director of the Board at the time. Directors who join the Board during the year receive a pro-rated RSU grant for their service on the Board.

Grants will vest in full upon the one-year anniversary of the date of grant subject to continued service on our Board and vested awards are generally settled shortly following vesting, unless the director elected to defer the settlement of the equity grant under the Board equity deferral program until a termination of service on our Board.

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We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at Board and Committee meetings.

Each non-employee member of our Board is eligible to participate in our Deferred Compensation Plan, which permits Board members to defer their Board and Committee fees, and our Board equity deferral program, which permits Board members to defer the settlement of their annual equity grants until termination of service on our Board.

Mr. Hughes participated in our legacy Certegy Deferred Compensation Plan for non-employee directors. Under the plan, participants could defer and be deemed to invest up to 100% of their director fees in either a phantom stock fund representing our common stock or in an interest-bearing account. Dividend equivalents on the phantom shares held in the non-employee director plan are reinvested in additional phantom shares. All deferred fees are held in our general funds and are paid in cash. Mr. Hughes deferred fees through December 31, 2006 and elected to invest those fees in the Company’s phantom stock fund under the plan.

In general, deferred amounts are not paid until after the director terminates service on our Board, at which time the director will be paid either in a lump sum or in annual payments over not more than ten years, as elected by the director.

Mr. Goldstein and Mr. Stiefler participate in the Company’s Deferred Compensation Plan for non-employee directors. Mr. Hughes previously participated in the Company’s Deferred Compensation Plan for non-employee directors. Under the plan, participants may defer and be deemed to invest up to 100% of their director fees. All deferred fees are held in our general funds and are paid in cash. Mr. Goldstein and Mr. Stiefler deferred all of their respective director fees payable to them for 2022.

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The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ending December 31, 2022. As employee directors, neither Ms. Ferris nor Mr. Norcross earned compensation as a director in connection with service on our Board, and both Ms. Ferris’ and Mr. Norcross’ compensation is disclosed in the 2022 Summary Compensation Table on page 93:

Under our stock ownership guidelines, members of the Board of Directors have a minimum aggregate stock ownership target of 5x their annual cash retainer. Each of our then-serving non-employee directors met the stock ownership guidelines as of December 31, 2022, or were in the four year transition period to satisfy the stock ownership guidelines.

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Proposal No. 2: Advisory Vote on Executive Compensation The Board recommends that the shareholders vote "FOR" the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement.

Advisory Vote on Executive Compensation We hold a non-binding advisory "say on pay" vote every year, pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which received approval from 64.5% of the shares voted at our 2022 shareholders' meeting. As part of our commitment to continuous governance improvement, we seek input from our shareholders and proxy advisory firms regarding our executive compensation program, governance practices and ESG program. Similar to our prior engagement work, in 2022 we conducted a comprehensive shareholder engagement program where we sought meetings with our top 30 shareholders and proxy advisory firms, ISS and Glass Lewis, to elicit input regarding our executive compensation programs and practices. Our "listening tour" provided shareholders an opportunity to offer feedback on these programs and practices. See Shareholder and Other Stakeholder Engagement on page 51 for an overview of our 2022 shareholder engagement program, the feedback we received from shareholders and the actions taken in response to such feedback. Our approach and process to executive compensation is intended to provide a strong link between pay and Company performance, a sound design of our executive compensation program, and strong executive compensation practices and governance. As discussed in the "Compensation Discussion and Analysis" section of this proxy statement, the Board and the Compensation Committee of the Board ("Compensation Committee") believe that our executive compensation program provides our named executive officers with a balanced compensation package that includes an appropriate base salary along with competitive annual and long-term incentive compensation opportunities. A majority of our executive compensation is comprised of performance-based incentive programs that are designed to reward our named executive officers on both an annual and long-term basis only if they attain certain specified goals. The Compensation Committee engaged an independent compensation consultant, Meridian Compensation Partners, LLC ("Meridian"), to review, among other things, the competitive market and best practices. We believe that our current executive compensation program directly links the compensation of our named executive officers to our financial performance and aligns the interests of our named executive officers with those of our shareholders. See 2022 Total Compensation on page 77. Accordingly, we ask our shareholders to vote in favor of the following resolution at the annual meeting: "RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis Compensation section, the 2022 Summary Compensation Table and the other related tables and disclosures."

Proposal No. 3: Frequency of Advisory Vote on Executive Compensation The Board recommends that the shareholders vote for a frequency period of every "ONE YEAR" (an annual vote) for future advisory votes on the compensation paid to our named executive officers.

In accordance with Section 14A of the Exchange Act and Rule 14a-21(b) promulgated thereunder, we are asking our shareholders to indicate whether future advisory votes to approve the compensation paid to our named executive officers should be held every one, two or three years. This advisory vote on executive compensation is commonly referred to as a "say-on-pay vote." The Board currently believes that our shareholders should have the opportunity to vote on the compensation of our named executive officers annually. The Board believes that it should receive advisory input from our shareholders each year. Further, the Board believes that giving our shareholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named executive officers is a good corporate governance practice and is in the best interests of our shareholders, by allowing our shareholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement every year. Accordingly, we ask our shareholders to vote for every "one year" as the frequency of future say-on-pay votes. Shareholders may vote to hold a say-on-pay vote every one, two or three years, or they may abstain from voting. The voting frequency option that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on the Board or the Company, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. Further, our Board expects to reevaluate from time to time the optimal frequency for such votes and may in the future change the frequency with which such votes are held.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company as of the date of this proxy statement are set forth in the table below. Certain biographical information with respect to those executive officers who do not also serve as directors follows the table. There are no family relationships among the executive officers, directors or nominees for director.

* as of March 31, 2023

IDO GILEADI

has served as Corporate Executive Vice President and Chief Operating Officer of FIS since October 2020. Prior to that Mr. Gileadi served as Chief Information Officer since joining FIS in 2014. Before that, he led the North American business and India Operations as a partner with Capco. Mr. Gileadi was the Chief Information Officer for BCE Emergis where he held several leadership positions.

ERIK D. HOAG

has served as Corporate Executive Vice President and Chief Financial Officer since November 4, 2022. Prior to this position, Mr. Hoag was Deputy Chief Financial Officer since May 2022. From 2008-2022, he has held a variety of management positions of increasing responsibility within the Company’s Finance organization. Prior to joining FIS, Mr. Hoag held multiple leadership roles in the finance sector at Bank of America, SunTrust, and HSBC.

CAROLINE TSAI

has served as Corporate Executive Vice President and Chief Legal & Corporate Affairs Officer since May 26, 2022, after serving as Corporate Executive Vice President and Chief Legal Officer since February 7, 2022. Prior to joining FIS, Ms. Tsai was the Chief Legal Officer and Corporate Secretary at The Western Union Company, a global money movement and payments company, from 2019 to February 2022. Prior to this position, Ms. Tsai served as Executive Vice President,

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General Counsel and Secretary at Western Union from 2017 to 2019. Ms. Tsai served as Deputy General Counsel & Chief Regulatory Officer at BMO Financial Group from 2015 to 2017 and Chief Legal Officer, U.S. Personal & Commercial Banking at BMO Harris Bank from 2014 to 2015. Ms. Tsai served as Senior Vice President & Associate General Counsel from 2012 to 2013 and Senior Vice President & Assistant General Counsel from 2005 to 2011 at Bank of America Corporation. Ms. Tsai began her legal career as an associate with the law firm Jones Day.

THOMAS K. WARREN

has served as Corporate Senior Vice President and Chief Accounting Officer since June 1, 2021. Prior to this position, he served as the Corporate Controller at FIS since 2016. Prior to joining FIS, Mr. Warren was the Director of Accounting & Compliance at Mondelez International beginning in 2012, and prior to that, he was their Vice President, Corporate Accounting, since 2011. Previously, he was the Chief Financial Officer at Aventino Technology Solutions since 2009 and was Assistant Corporate Controller at General Electric starting in 2006. Mr. Warren is a certified public accountant.

L. DENISE WILLIAMS

has served as Corporate Executive Vice President and Chief People Officer since joining FIS in April 2016. Prior to joining FIS, she spent 15 years with the IBM Corporation in several senior-level human resources roles, rising to the position of Vice President, Human Resources-North America Sales and Distribution. From 1987 to 2001, Ms. Williams held a variety of management positions in human resources with Coopers & Lybrand, First Data Corporation and Alliance Bernstein.

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COMPENSATION DISCUSSION AND ANALYSIS The following compensation discussion and analysis may contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of managements expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.    

In this Compensation Discussion and Analysis, we provide an overview of our named executive officers’ 2022 compensation, including the objectives of our compensation programs and the principles upon which our compensation programs and decisions were based. In 2022, our named executive officers (“NEOs”) were:

Stephanie L. Ferris, Chief Executive Officer and President

Erik D. Hoag, Corporate Executive Vice President, Chief Financial Officer

Ido Gileadi, Corporate Executive Vice President, Chief Operating Officer

Caroline Tsai, Corporate Executive Vice President, Chief Legal & Corporate Affairs Officer

L. Denise Williams, Corporate Executive Vice President, Chief People Officer

Gary A. Norcross, Former Chairman and Chief Executive Officer

James W. Woodall, Former Corporate Executive Vice President, Chief Financial Officer

In 2022, the following leadership changes affected our NEOs:

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LEADERSHIP TRANSITION

Effective December 16, 2022, to accelerate the CEO transition, Ms. Ferris was appointed Chief Executive Officer succeeding Mr. Norcross, who departed FIS as Chairman, a member of the Board of Directors, and as Chief Executive Officer. The compensation for Mr. Ferris’ new roles was determined after a review of market practices and was established to adhere to the Company’s long-standing pay-for-performance philosophy. Ms. Ferris’ target compensation for her new role is as follows:

Target annual and long-term incentives can be earned subject to subsequent performance against pre-set performance goals and service requirements. For our NEOs, long-term incentives are allocated 65% to performance-based awards and 35% to time-based awards other than Ms. Ferris, whose 2023 long term incentives were allocated 72% to performance-based awards and 28% to time-based awards.

On December 15, 2022, the Company announced that Mr. Norcross would depart as Chief Executive Officer of the Company, as Chairman of the Board, as a member of the Board and as a member of the Executive Committee of the Board, effective December 16, 2022. The Board had determined to implement an independent Board Chairman structure instead of appointing Mr. Norcross as Executive Chairman on January 1, 2023, as contemplated by his amended and restated employment agreement with the Company, dated October 17, 2022. As a result, Mr. Norcross would have been entitled to resign his employment with the Company for good reason under his employment agreement. In order to ensure a smooth transition, the Company and Mr. Norcross entered into a separation agreement pursuant to which Mr. Norcross agreed to resign from all of his positions with the Company and its affiliates, effective December 16, 2022, to re-affirm his existing restrictive covenants with the Company that survive his termination of employment and commit to certain new restrictive covenants, to provide post-separation cooperation (including transition support) and to execute a release of claims in favor of the Company and its affiliates. In consideration of the foregoing, Mr. Norcross received separation benefits consistent with those contemplated by his existing employment agreement upon a resignation for good reason, as described in our proxy statement for the 2022 Annual Meeting of Shareholders filed on April 15, 2022 (the “2022 Proxy Statement”), as well as continued administrative support until December 31, 2024 and, in response to certain security concerns, continued security monitoring and security until December 31, 2023. As part of his separation agreement, following the Board’s decision to adopt an independent Board Chair leadership structure and accelerate the CEO succession process, Mr. Norcross waived any claims to the $10 million restricted stock unit award that was to be granted to him in 2022 in connection with his previously announced transition to Executive Chairman.

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Effective November 4, 2022, Mr. Hoag was appointed Chief Financial Officer and his fiscal 2023 target compensation was set as follows to reflect his new role:

On August 1, 2022, Mr. Woodall, our former Chief Financial Officer, entered into a transition agreement pursuant to which Mr. Woodall ceased serving as Chief Financial Officer with the Company effective November 4, 2022. The Company planned to announce the appointment of a new Chief Financial Officer effective as of November 4, 2022. As a result, Mr. Woodall would have been entitled to resign his employment with the Company for good reason under his employment agreement. In order to ensure a smooth transition, the Company and Mr. Woodall entered into a transition agreement pursuant to which Mr. Woodall will remain an employee of the Company through the transitionary period ending March 31, 2025. Mr. Woodall will receive cash separation benefits consistent with a resignation for good reason, as described in the 2022 Proxy Statement. Mr. Woodall’s equity awards will be treated pursuant to the terms of the Qualified Equity Retirement Program. In consideration for the advisory services provided during the transition period, Mr. Woodall will receive an annual salary of $250,000 and will be eligible to participate in FIS benefit plans available to other part-time employees, but will not be entitled to any equity awards or performance-based annual cash incentives.

In consideration for individual performance in 2022, including support of executive transitions, increased responsibility, the Future Forward transformation initiative and our CEO’s input, the Compensation Committee awarded each of Ms. Tsai and Ms. Williams with one-time discretionary cash payments for 2022 of $800,000. The bonuses were deemed necessary to recognize above-and-beyond efforts of these named executive officers during the period of significant leadership team transitions and are not representative of our regular compensation practices. Ms. Tsai assumed the responsibility for FIS’ compliance function, which significantly increased her oversight responsibilities and was in addition to her oversight of the legal and corporate affairs teams. Ms. Williams provided critical leadership throughout the launch of the Future Forward strategy and the period of significant executive transitions, supporting change in management and cohesiveness of the executive and broader teams throughout the organization.

None of our other named executive officers, including former executive officers, received a discretionary bonus in 2022.

In connection with the recruitment of Ms. Tsai, the Compensation Committee approved a one-time cash bonus of $1,700,000, which represented a make-whole compensation for the 2022 annual bonus and a portion of her equity vesting income she forfeited with her prior employer to join FIS. The Compensation Committee, in consultation with its independent compensation consultant, determined the amount and form of this sign-on award based on a number of factors, including the structure, design, vesting schedule and value of forfeited awards. We believe this award was reasonable and necessary to incentivize Ms. Tsai to accept her employment offer with FIS. If Ms. Tsai were to voluntarily terminate her employment with the Company during the first 12-month period, the sign-on award was subject to pro-rata repayment based on her actual length of service.

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SHAREHOLDER ENGAGEMENT AND 2022 SAY-ON-PAY VOTE

At our 2022 annual meeting, the advisory say-on-pay proposal received 64.5% support of votes cast. The Compensation Committee and the full Board took this vote outcome seriously, expanding the shareholder outreach effort to understand shareholder concerns behind the lower support of the say-on-pay proposal compared to the prior year of 92.2% support and to develop appropriate responsive actions.

SHAREHOLDER OUTREACH

Following our annual meeting, in the fourth quarter of 2022, we conducted a comprehensive shareholder engagement program where we sought meetings with our top 32 institutional shareholders, representing the holders of approximately 75% of our outstanding shares. Our engagement efforts resulted in meetings with 11 of our largest institutional shareholders representing approximately 34.2% of our outstanding shares, and the proxy advisory firms, ISS and Glass Lewis. We also met with other shareholders during the fourth quarter of 2022 and first quarter of 2023 who reached out to us and indicated an interest to engage.

FIS PARTICIPANTS

The meetings were led by Gary L. Lauer, appointed as Chair of the Compensation Committee in July 2022 as part of the regular committee rotation process. Mr. Lauer also serves as a member of our Corporate Governance, Nominating and Sustainability Committee. The engagement team also included FIS representatives from the legal, investor relations, sustainability and total rewards teams, none of which were named executive officers.

KEY TOPICS DISCUSSED WITH SHAREHOLDERS

In these engagement meetings, we discussed a range of topics, including our executive compensation program, CEO succession and board refreshment, corporate governance and our ESG programs. We gained valuable perspectives from our shareholders, which were conveyed to the full Board of Directors and relevant committees and informed meeting agenda items through the second half of 2022 and early 2023, as well as decisive actions adopted by the Board (as described in the table on page 51 of this proxy statement).

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Shareholders we met with had diverse views on various aspects of our executive compensation program. The majority of shareholders were generally supportive of our incentive program design, but expressed a strong preference for performance metrics and program outcomes that directly align with the key long-term value drivers and shareholder value creation. Many shareholders were also focused on the new CEO target compensation approved for fiscal year 2023, including the target compensation level, which was set below the former CEO’s compensation level to support greater pay and performance alignment.

One common concern area raised by our shareholders in connection with the 2022 say-on-pay vote was the use of annual performance periods under the existing long-term incentive program. With the shareholder viewpoints in mind, the Compensation Committee redesigned our long-term performance program to incorporate a three-year performance period for PSUs granted in 2023.

Shareholders were focused on the CEO transition plan that was announced in the second half of 2022. Many shareholders appreciated the Board’s thoughtful CEO succession process but raised concerns about the exclusively time-based equity award contemplated for Mr. Norcross in connection with his expected transition to the Executive Chairman role in 2023. In response to shareholder concerns, as part of his separation agreement, following the Board’s decision to adopt an independent Board Chair leadership structure and accelerate the CEO succession process, the Board achieved an agreement with Mr. Norcross to waive any claims to the $10 million restricted stock unit award that was to be granted to him in 2022.

Below is a summary of the common themes we heard during the engagement effort and the response of the Compensation Committee to the shareholder perspectives shared with us.

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We believe that as a result of these actions implemented by the Compensation Committee and the Board in response to our shareholders’ views, we have further strengthened the pay and performance alignment of our executive compensation program. We trust that our extensive ongoing dialogue with our shareholders, along with the implemented responsive actions described above convey the seriousness and urgency with which the Compensation Committee considered and responded to the perspectives of our shareholders.

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Each year, the Compensation Committee evaluates our program in light of the strategic direction of the Company, market conditions, shareholder views (including the results of our annual say-on-pay vote) and governance considerations, and makes changes deemed appropriate for our business. We will continue to take into account shareholder feedback, input from our independent compensation consultant, and the outcome of future say-on-pay votes when assessing our executive compensation program and policies as discussed in this CD&A.

COMPENSATION PHILOSOPHY

The primary goal of our executive compensation programs is to drive continued growth and successful execution of our business objectives, thereby creating value for our shareholders. Our compensation programs are grounded on the concept of paying for performance and intended to foster a high-performance culture, aligning the interests of our executive team with those of our shareholders.

Our compensation programs are designed to attract and retain high-performing executives and key employees, as there is significant competition in our industry for talent. We seek to accomplish these objectives by providing our executives with total target compensation that is competitive relative to the compensation paid to similarly situated executives at similarly sized companies. We believe that this is critical to our efforts to motivate, reward and retain those individuals with the leadership abilities and skills necessary for achieving our objectives: delivering value to our clients, investing in and retaining our employees, supporting the communities in which we work, dealing fairly and ethically with our suppliers, and generating long-term value for shareholders.

COMPENSATION OBJECTIVES

OUR COMPENSATION PROGRAMS SUPPORT OUR CORPORATE STRATEGY AND BUSINESS OBJECTIVES

The primary goal of our executive compensation programs is to drive continued growth and successful execution of our business objectives and thereby create value for our shareholders. We seek to achieve this goal by:

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ESTABLISHING EXECUTIVE COMPENSATION LEVELS

We operate in a highly competitive industry and compete with our peers and competitors to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills deemed necessary to build long-term shareholder value, motivate our executives to perform at a high level and reward outstanding achievement, our Compensation Committee sets total compensation at levels it determines to be competitive in our market.