Fiserv

Frank Bisignano, who became CEO of Fiserv in June 2020, received total compensation of $12,193,925 in 2020. In 2019, his promotion package of over $40 million angered shareholders, and 27.4 percent of shareholders voted against the pay package. Following the low vote, the company inserted an amendment into Bisignano’s employment agreement that restricted elements of a potential severance . These included eliminating his excise and perquisite tax gross-ups, removing certain severance payments and benefits

he highest paid executive at Fiserv in 2020 was former CEO Jeffery Yabuki, who left his position last June but remains as executive chairman. Yabuki’s total reported compensation in 2020 was $28,846,153 –  higher than his compensation in 2019 when he served a full year as CEO. One significant component of Yabuki’s package was an $11.2 million grant of Restricted Stock Units (RSUs) that he received on his last day of employment.

Advocates of RSUs suggest them as a retention tool because an executive may be encouraged to stay at a company if he or she would otherwise have to lose their RSUs. Others suggest that RSUs provide an incentive to increase the stock price. However, neither rationale makes sense in a situation where an executive is departing. In fact, I cannot think of a single justification for awarding stocks on departure.  

In addition to awarding the restricted stocu units thee company also modified Yabuki’s unvested performance shares to remove pro-rata vesting on shares that had just been granted in 2019.

Shareholders are increasingly opposed to employment agreements for executives because they give excessive leverage to executives and provide little benefit to shareholders. The agreements that resulted in excessive pay for one executive in 2019 and another in 2020 are prime examples.