Ajei Gopal
About Ajei S. Gopal
Ajei S. Gopal, 63, has served on Fiserv’s board since 2024 and is an independent director under NYSE rules. He is President and CEO of ANSYS, Inc. (since 2017), with extensive executive, operational, and technology leadership experience; prior public board service includes Citrix Systems (2017–2021) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ANSYS, Inc. | President & CEO | 2017–present | Previously President & COO (2016) |
| Silver Lake Partners | Operating Partner | 2013–2016 | Tech-focused private equity |
| HP | SVP & GM, HP Software | 2011–2013 | Senior leadership in software |
| CA Technologies | EVP | 2006–2011 | Enterprise software leadership |
| Symantec | EVP & CTO | 2004–2006 | CTO role; cybersecurity domain |
| ReefEdge Networks | Founder | 2000–2004 | Entrepreneurial leadership |
| IBM | Various positions | 1988–2000 | Early career roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ANSYS, Inc. (public) | Director; President & CEO | 2017–present | Public company board experience |
| Citrix Systems (public) | Director | 2017–2021 | Prior public board |
Board Governance
- Committees: Risk; Nominating & Corporate Governance .
- Committee meeting cadence: Risk (4 meetings in 2024); Nominating & Corporate Governance (4 meetings in 2024). Chairs: Risk—Harry F. DiSimone; Nominating—Heidi G. Miller .
- Independence and attendance: Board determined Gopal is independent; in 2024 each director attended 100% of board and applicable committee meetings while serving. Executive sessions of non-management directors occur at each regular board meeting .
- Board refreshment: Appointed as one of three new independent directors since 2024, aligned with skills-based committee rotation (Gopal added to Risk and Nominating committees) .
- Lead independent director: Doyle R. Simons (will transition to non-executive Chairman upon CEO succession milestones) .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $104,286 | Includes board and committee fees; Gopal deferred $93,571 of cash fees under the director deferred compensation plan |
| Stock Awards (Grant-date fair value) | $266,191 | Comprised of annual RSU award and pro rata RSU grant upon appointment |
| Total | $370,477 | Director compensation is equity-heavy by design |
Program structure (applies to non-employee directors):
- Annual board cash fee: $100,000; Committee fee: $15,000; Chair fees: $20,000 (Nominating/Risk/Talent), $25,000 (Audit); Annual equity award: $230,000 RSUs; Lead director additional equity: $75,000 RSUs; changes effective 2024 .
Performance Compensation
| Equity Award | Grant Date | Units (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Pro rata RSUs (on appointment) | Mar 12, 2024 | 240 | $36,156 (240 × $150.65) | Vest 100% on earlier of 1st anniversary or immediately prior to next annual meeting |
| Annual RSU grant | May 15, 2024 | 1,484 | $230,035 (1,484 × $155.01) | Same vesting as above; unvested RSUs outstanding at 12/31/2024: 1,484 |
Plan mechanics:
- RSUs vest on the earlier of the first anniversary or immediately prior to the next annual meeting; directors may defer up to 100% of cash fees and RSU shares; deferred share units settle in common stock upon board departure .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| ANSYS, Inc. | Director; President & CEO | No related party transactions disclosed involving Gopal; Audit Committee oversees related-person transactions; one 2024 related-person employment disclosure pertains to an in-law of the CEO, not Gopal . |
| Citrix Systems (prior) | Director (2017–2021) | Prior board only |
Board limits and time commitments:
- Governance guidelines cap independent directors at ≤4 for-profit boards (including Fiserv) and require consideration of employment/time commitments in nominations; Gopal’s roles were weighed during committee rotation and refresh .
Expertise & Qualifications
- Extensive executive, operational, and technology experience; public company CEO; background across enterprise software, cybersecurity, and private equity tech investing .
- Board seeks skills in technology, risk, strategy, and finance among nominees; Gopal contributes to risk oversight and governance via committee service .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 1,044 shares; <1% of class |
| Unvested RSUs (12/31/2024) | 1,484 |
| Deferred share units from vested RSUs (distributable within 60 days) | 125 |
| Deferred share units from cash fee deferrals (distributable within 60 days) | 532 |
| Hedging/Pledging | Company policy prohibits director/executive hedging, pledging, short sales, and certain derivatives |
| Ownership guidelines | Directors must hold stock valued at $1,320,000 (4x board cash fee + annual equity); all non-employee directors are in compliance |
Governance Assessment
- Board effectiveness and engagement: 100% attendance; independent director; active on Risk and Nominating committees that oversee ERM, cybersecurity, director independence/conflicts, CSR, public policy, and succession .
- Alignment and incentives: Director pay structure is simple and equity-heavy (annual RSUs); deferral elections further align interests; rigorous director ownership guideline ($1.32M) with reported compliance .
- Conflicts and related-party exposure: No related-person transactions disclosed for Gopal; company maintains formal related-party review via Audit Committee .
- Risk indicators: Prohibition on hedging/pledging improves alignment; robust clawback policy exceeding SEC/NYSE minimums (recoupment for restatements, code/law violations, restrictive covenant breaches), though the board opposed a shareholder proposal to broaden mandatory clawback triggers beyond current policy .
- Watchpoints: Dual role as ANSYS CEO implies significant time commitments; Fiserv governance guidelines and committee rotation explicitly address director capacity and limit total for-profit boards to four, mitigating overboarding risk .
Overall signal: Strong independence, attendance, and committee engagement with meaningful risk and governance oversight; compensation and ownership structure supports alignment. No Gopal-specific conflicts disclosed in 2024; policy framework (ownership, hedging/pledging ban, clawback) supports investor confidence .