Adam Rosman
About Adam Rosman
Adam L. Rosman is Fiserv’s Chief Administrative Officer and Chief Legal Officer (since 2021) and was 59 years old as of February 20, 2025 . Prior roles include General Counsel at OneMain Financial (2020–2021), General Counsel at First Data (2014–2019), and senior legal roles at Willis Group; he also served as an Assistant U.S. Attorney and as Deputy Assistant to the President and Deputy Staff Secretary to President Clinton . During 2024, Fiserv delivered GAAP revenue growth of 7%, organic revenue growth of 16%, GAAP diluted EPS of $5.38, adjusted EPS of $8.80, and a one-year TSR of 54.6% (91st percentile vs the peer group), underpinning pay-for-performance outcomes and equity-heavy incentives for NEOs . Fiserv reports outperformance versus the S&P 500 Financials Index over 1-, 3- and 5-year periods, supporting long-term alignment of incentives with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneMain Financial | General Counsel | 2020–2021 | Led legal for a consumer lender navigating product, regulatory, and litigation matters |
| First Data Corporation | General Counsel | 2014–2019 | Supported large-scale payments operations and the 2019 Fiserv integration |
| Willis Group Holdings plc | Group General Counsel; Deputy General Counsel | 2012–2014; 2009–2012 | Oversaw global risk advisory and insurance brokerage legal frameworks |
| U.S. Government | Assistant U.S. Attorney | Not disclosed | Federal prosecution experience |
| Executive Office of the President | Deputy Assistant to the President & Deputy Staff Secretary (President Clinton) | Not disclosed | Senior White House documentation and process oversight |
External Roles
No external public-company directorships or committee roles disclosed for Mr. Rosman in FI’s filings. Skip.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 725,000 (rate increased from $600,000 to $750,000 effective Mar 1, 2024) |
| Target Annual Incentive ($) | Not disclosed | 696,000 actual earned, paid in equity the following year | 750,000 target; 764,250 actual approved, paid entirely in equity |
| Cash Bonus Paid ($) | — | — (paid as equity in 2023 for 2022 performance) | — (paid as equity in 2025 for 2024 performance) |
Notes:
- The 2024 base salary rate increased to $750,000 from $600,000 effective March 1, 2024 to align with expanded scope (CLO, CAO, Merchant program responsibilities) .
- Annual incentives for 2024 were delivered 100% in equity (50% RSUs / 50% PSUs for Rosman) .
Performance Compensation
Annual Incentive Design (2024)
| Performance Objective (Weight) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Revenue for Incentive Compensation (50%) | $18,900mm | $19,400mm | $19,900mm or more | $19,123mm |
| Adjusted Operating Income (50%) | $7,200mm | $7,450mm | $7,725mm or more | $7,537mm |
| Payout Factor | — | — | — | 101.9% of target |
| Rosman Annual Incentive | — | $750,000 | $1,500,000 | $764,250 (paid entirely in equity) |
Vesting and Form:
- 2024 annual incentives were paid entirely in equity (50% RSUs, 50% PSUs), with RSUs vesting one-third annually and PSUs on a 3-year performance cycle .
Long-Term Incentive Awards
| Component | FY 2024 Grants (for 2023 Performance) | FY 2025 Grants (for 2024 Performance) |
|---|---|---|
| RSUs | 10,851 units; Grant-date fair value $1,602,042 | $2,375,000 approved; 10,324 units; vests one-third annually |
| PSUs | 10,875 target units; Grant-date fair value $1,785,719; pays 0–200% | $2,375,000 approved; 10,587 target units; 3-year period ending 12/31/2027 |
PSU Metrics & Weighting:
- Relative TSR vs S&P 500: 40% (55th percentile = target; cap at 100% if absolute TSR negative) .
- Organic revenue growth: 40% .
- Adjusted EPS: 20% .
Annual PSU Goal Levels
| Year | Organic Revenue Growth (Threshold/Target/Max) | Adjusted EPS (Threshold/Target/Max) | Multiplier (Threshold/Target/Max) |
|---|---|---|---|
| 2023 | 5% / 8% / 11% | $7.15 / $7.35 / $7.55 | 50% / 100% / 200% |
| 2024 | 13% / 16% / 19% | $8.30 / $8.63 / $9.00 | 50% / 100% / 200% |
| 2025 | 8% / 11% / 14% | $9.90 / $10.25 / $10.60 | 50% / 100% / 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 139,614 shares; “less than 1%” of class |
| Options Exercisable within 60 days | 105,549 shares |
| Unvested RSUs (12/31/2024) | 23,269 units; $4,779,918 market value at $205.42 |
| Unearned PSUs (12/31/2024) | 46,926 units (max inclusion per SEC due to >target performance); $9,639,539 value at $205.42 |
| Hedging / Pledging | Prohibited for directors and executive officers |
| Ownership Guidelines | 4x base salary for executive officers; compliance confirmed for all NEOs |
| 10b5-1 Trading Plan | Adopted Nov 11, 2024; sales of up to 17,906 shares via limit orders until Feb 27, 2027 |
Vesting Examples (current cycles):
- RSUs from 2024 grants (for 2023 performance) vest on specific dates through 2026/2027 (e.g., 3,617 on Feb 21, 2026; 4,274 on Feb 22, 2026; 3,617 on Feb 21, 2027) .
- Options outstanding include a July 26, 2031 grant (exercise price $111.35) .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Executive Severance & CoC Policy) | 1.5x base salary + target cash incentive; 18 months COBRA; 12 months continued vesting for RSUs/options; PSUs prorated based on actual performance; double-trigger equity vesting on CoC |
| Change-of-Control (Equity) | Successor may assume awards; if not, RSUs/options fully vest pre-CoC; PSUs fixed as of CoC date using actual for completed years and 150% of target for remaining years; all PSUs require qualifying termination post-CoC to vest |
| Covenants | Confidentiality; non-compete and non-solicit during employment and 12 months post-termination; clawback of value upon breach |
| Clawback | SEC/NYSE compliant; recovery in restatement scenarios and for code-of-conduct violations or restrictive covenant breaches; board discretion to recover additional compensation and costs |
Potential Payments for Rosman (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | RSUs Unvested ($) | PSUs Unvested ($) | COBRA ($) | Outplacement ($) | Advisor Fees ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability (pre-CoC) | — | 4,779,918 | 7,950,370 | — | — | — | 12,730,288 |
| Termination w/o Cause or Good Reason | 2,250,000 | 2,415,945 | 4,159,550 | — | 75,000 | 25,000 | 8,925,495 |
| Death/Disability (post-CoC) | — | 4,779,918 | 7,686,406 | — | — | — | 12,466,324 |
| Termination w/o Cause or Good Reason (post-CoC) | 2,250,000 | 4,779,918 | 7,686,406 | — | 75,000 | 25,000 | 14,816,324 |
Investment Implications
- Pay-for-performance alignment: Rosman’s annual incentive is tied to quantitative revenue and operating income targets with above-target payout in 2024 at 101.9% and delivered entirely in equity, driving multi-year alignment via RSU and 3-year PSU metrics (TSR, organic revenue, adjusted EPS) .
- Insider selling pressure: A Rule 10b5-1 plan permits sales of up to 17,906 shares through Feb 27, 2027, a modest fraction of his reported beneficial holdings; plan adoption and good-faith constraints mitigate opportunistic timing concerns .
- Retention and CoC economics: Severance at 1.5x salary+target, double-trigger equity vesting, and sizable unvested equity (RSUs/PSUs) suggest meaningful retention incentives but create potential cost on executive turnover or CoC scenarios (e.g., $14.8m in a post-CoC qualifying termination) .
- Alignment safeguards: Prohibitions on hedging/pledging, strict stock ownership requirements (4x salary) with confirmed compliance, and robust clawback policy reduce misalignment and governance risks .
- Execution track record context: Fiserv’s 2024 performance (16% organic revenue growth, adjusted EPS $8.80, and 54.6% TSR) supports PSU achievement prospects and underscores management’s operational delivery; however, multi-year PSU outcomes remain contingent on sustained organic growth and TSR relative performance .