Sector: Financials
FIDELITY NATIONAL INFORMATION SERV · Meeting: June 10, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Goldstein has served on the FIS board since 2020, meaning his entire tenure overlaps with the period during which FIS stock fell roughly 10.5% while the company's own compensation peer group returned a median of +31.9% — a gap of 42.4 percentage points, well above the 20-point threshold that triggers an against vote; the 5-year record (FIS -66.6% vs peer median +30.6%) confirms this is sustained underperformance, not a recent blip, so no mitigating downgrade applies.
Ms. Ferris has served as CEO and director since December 2022, fully overlapping with the 3-year underperformance period during which FIS stock fell while the peer group median rose by 31.9%, a gap of 42.4 percentage points that exceeds the 20-point policy trigger; the 5-year data likewise confirms sustained underperformance, so there is no mitigating factor, and per policy an executive director is subject to the same TSR trigger as any other director regardless of the Say on Pay vote.
Ms. Hook has served since 2019, her tenure fully overlaps the underperformance period (FIS -10.5% vs peer median +31.9%, gap of 42.4 percentage points exceeds the 20-point threshold), and the 5-year data confirms sustained underperformance with no mitigating factor; additionally, she currently serves on three outside public company boards (Philip Morris International, Nokia, and NextNav), which equals the policy's overboarding threshold for non-executive directors of four or more boards including FIS — while technically at three outside boards (four total including FIS), this is flagged as a concern; the TSR trigger alone is sufficient for an against vote.
Mr. Lauer has served since 2019, his entire tenure overlaps with the underperformance period during which FIS fell 10.5% while peers gained a median of 31.9% — a 42.4-percentage-point gap exceeding the 20-point policy trigger — and the 5-year data (FIS -66.6% vs peer median +30.6%) confirms this is not a temporary trough, so the against vote stands.
Mr. Stallings has been on the FIS board since 2013 — the longest tenure of any nominee — meaning he has overseen both the dramatic rise and the severe decline of FIS stock; over the 3-year period FIS fell 10.5% while peers gained a median of 31.9% (gap of 42.4 percentage points), and the 5-year record is even worse (FIS -66.6% vs peer median +30.6%), leaving no mitigating factor and firmly triggering the against vote.
For Analysis
Ms. Anasenes joined the board in 2024, placing her within the 24-month new-director exemption from the TSR trigger, and her background as a former CFO at multiple technology companies provides relevant financial and technology expertise for an audit committee chair role.
Mr. Chakravarthy joined the board in 2026 and is clearly within the 24-month new-director exemption; his technology and AI leadership background at Adobe and Informatica is directly relevant to FIS's strategic direction.
Ms. Gibson joined the board in 2024, placing her within the 24-month new-director exemption from the TSR trigger, and her financial services and capital markets expertise is relevant to FIS's business.
Mr. Lamneck joined the board in 2022, meaning his tenure covers less than the full 3-year underperformance period and he joined during an already-underperforming period, which the policy identifies as mitigating context; he holds 2 outside public board seats, within the policy limit, and his technology and enterprise leadership background is relevant.
Of the nine director nominees, five long-tenured directors (Goldstein, Ferris, Hook, Lauer, Stallings) trigger the policy's TSR underperformance rule — FIS stock fell 10.5% over three years while the company's own compensation peer group returned a median of +31.9%, a gap of 42.4 percentage points that exceeds the 20-point threshold applicable when absolute TSR is negative; the 5-year data (FIS -66.6% vs peers +30.6%) confirms sustained underperformance with no mitigating factor for any of these five. The four remaining nominees (Anasenes, Chakravarthy, Gibson, and Lamneck) are supported: the first three are within the 24-month new-director exemption, and Lamneck joined in 2022 during an already-underperforming period, which is identified as mitigating context.
CEO
Stephanie L. Ferris
Total Comp
$22,928,412
Prior Support
93.6%%
The CEO's total reported compensation of $22.9 million is above the peer-group median for a large-cap financial technology CEO, and the variable/incentive portion (82% of total target pay in long-term equity, 94.5% at-risk overall) is above benchmark while shareholders have experienced a stock decline of roughly 10.5% over three years compared to a peer-group median gain of 31.9% — a gap of 42.4 percentage points that triggers the policy's pay-for-performance misalignment test. Although the proxy credibly describes structural improvements (PSUs tied to revenue growth and EPS growth with a relative TSR modifier, 2023 PSUs paying out at only 50% of target due to poor relative TSR), the gap between executive pay levels and actual shareholder outcomes over both 3 and 5 years is too large to support approval under the policy's framework. The prior Say on Pay vote was a strong 93.6%, so there is no prior-year engagement failure, but the pay-for-performance alignment test — which looks at whether above-benchmark incentive pay is justified by stock results — independently requires a no vote given the severity of underperformance relative to peers.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$11,883,995
Non-Audit Fees
$2,997,270
Non-audit fees (Tax Fees of $2,385,629 plus All Other Fees of $275,207, totaling approximately $2,660,836, or roughly 22% of audit fees when excluding audit-related fees, or about 25% when including audit-related fees of $337,434 in the non-audit bucket) are well below the 50% threshold that would trigger a no vote; KPMG is a Big 4 firm appropriate for a company of FIS's size and complexity; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy, and no material restatements are disclosed.
This is a challenging ballot for FIS shareholders: five of nine director nominees — including the CEO, Board Chair, and three other long-tenured directors — trigger an against vote because FIS stock has fallen roughly 10.5% over three years while the company's own peer group returned a median of 31.9%, a gap severe enough to fire the policy's underperformance rule, with the 5-year record (FIS -66.6% vs peers +30.6%) ruling out any mitigating adjustment. The Say on Pay vote also warrants opposition because the CEO's above-benchmark incentive compensation is not supported by shareholder returns of this magnitude; only the auditor ratification of KPMG clears all policy screens and earns a for vote.
17 companies disclosed in 2026 proxy filing
