Charlotte Yarkoni
About Charlotte B. Yarkoni
Charlotte B. Yarkoni (age 55) has served on Fiserv’s board since 2023 and is an independent director designated as an “audit committee financial expert.” She sits on the Audit and Risk Committees and attended 100% of board and committee meetings in 2024. Professionally, she is President of Commerce, Ecosystems, Cloud & AI at Microsoft (since 2022), after serving as COO of Cloud & AI (2021–2022) and VP, Commerce & Ecosystems (2016–2021); earlier roles include President of Telstra Software Group (2013–2016) and SVP, Cloud Services at VMware (2011–2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | President, Commerce, Ecosystems, Cloud & AI | 2022–present | Senior leadership in cloud, AI, commerce ecosystems |
| Microsoft | VP & COO, Cloud & AI | 2021–2022 | Operational leadership in cloud & AI |
| Microsoft | VP, Commerce & Ecosystems | 2016–2021 | Digital distribution and ecosystem strategy |
| Telstra Software Group | President | 2013–2016 | Led strategic global software business |
| VMware | SVP, Cloud Services | 2011–2013 | Multi‑cloud services leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microsoft | President, Commerce, Ecosystems, Cloud & AI | 2022–present | Current executive role; potential vendor/customer proximity to Fiserv’s tech stack |
| Public company boards | — | — | No other public company directorships disclosed for Yarkoni in FI’s proxy |
Board Governance
| Item | Detail | 2024 Activity |
|---|---|---|
| Independence | Independent under NYSE Section 303A.02 | Board affirmed independence (including committee independence) |
| Committee Memberships | Audit; Risk | Audit: 8 meetings; Risk: 4 meetings; Yarkoni is a member (not chair) |
| Audit Expertise | Audit Committee Financial Expert | Board designation per Item 407(d)(5) |
| Board Meetings | 7 board meetings in 2024 | 100% attendance by all directors and committees served |
| Executive Sessions | Non‑management directors meet at each regular board meeting | Led by chair or lead director, as appropriate |
| Committee Rotation | Appointed to Audit and Risk in 2024 | Board refresh to maximize director impact |
- The Audit Committee comprises five independent directors; Yarkoni is a member, and Deloitte continues as independent auditor; committee oversees financial reporting, ICFR, and auditor independence .
- Annual board assessments and third‑party evaluations; enhanced director education and onboarding implemented; Yarkoni part of refreshed committee allocations .
Fixed Compensation (Non‑Employee Director Program; 2024)
| Element | Amount | Notes |
|---|---|---|
| Board Cash Fee | $100,000 | Standard board fee |
| Committee Membership Fees | $15,000 per committee | Audit, Risk committees for Yarkoni → $30,000 total |
| Total Cash Fees (Yarkoni) | $130,000 | Matches her 2024 cash fees; deferred under director plan |
| Deferred Compensation Election | $130,000 | Cash fees deferred; credited in share units per plan |
| Stock Ownership Requirement | $1,320,000 | 4x board cash fee + annual equity award; all non‑employee directors in compliance |
Performance Compensation (Director Equity; 2024 grants)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | May 15, 2024 | 1,484 RSUs | $230,035 | 100% on earlier of first anniversary or immediately prior to next annual meeting |
| Equity Program Level | — | — | Annual equity award level: $230,000 | Translating to RSUs at grant‑date price |
- No performance‑based metrics disclosed for director equity; awards are time‑vested RSUs for alignment and simplicity .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Yarkoni |
| Shared directorships/interlocks | Not disclosed for Yarkoni; board skills matrix highlights tech, risk expertise |
Expertise & Qualifications
- Audit Committee Financial Expert designation; experience in oversight of financial reporting and internal controls .
- Board skills matrix flags Technology & Information Security, Ecommerce/Mobile/Digital, Payments, Strategy, Risk Management for Yarkoni .
- Proven technology leader with extensive cloud‑based application background and executive roles at public and private tech firms .
Equity Ownership
| Item | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 2,069 | Feb 28, 2025 | <1% of class (“*” denoting less than 1%) |
| Unvested RSUs (director grant) | 1,484 | Dec 31, 2024 | Standard annual RSUs outstanding |
| Shares pledged | Not disclosed | — | No pledging disclosure for Yarkoni in proxy |
| Ownership guideline compliance | In compliance | — | All non‑employee directors comply with 4x guideline |
Governance Assessment
- Strengths: Independence affirmed; 100% attendance; dual Audit and Risk committee roles; Audit Committee Financial Expert; equity‑heavy director pay aligns with shareholder interests; compliance with rigorous ownership guideline .
- Compensation structure: Simple, transparent, equity‑forward mix; standard fees plus time‑vested RSUs; flexibility via deferred compensation plan; no director options or PSUs (minimizes risk of short‑term incentives) .
- Conflicts/related‑party exposure: FI discloses related person transaction involving an employee connected to the CEO, but no related‑party transactions involving Yarkoni are disclosed; FI has formal audit‑committee review for related person transactions .
- Watchpoints: Yarkoni’s senior Microsoft role warrants continued monitoring for any material commercial relationships between FI and Microsoft (none disclosed in the proxy); audit/risk committee service suggests appropriate recusal framework would apply if needed .
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