Dhivya Suryadevara
About Dhivya Suryadevara
Dhivya Suryadevara (age 46) was appointed Co-President, Head of Financial Solutions, Global Operations, and Chief Revenue Officer at Fiserv (FI), effective December 1, 2025. She previously served as CEO of Optum Financial Services and Optum Insight (UnitedHealth Group) from Feb 2024–Sept 2025, CFO at Stripe (2020–2023), and CFO of General Motors (2018–2020) . She holds an MBA from Harvard Business School, is a Chartered Financial Analyst, and is a Chartered Accountant (India) . FI enters 2025 with strong momentum: 2024 organic revenue growth 16%, adjusted EPS $8.80 (+17% YoY), and 1-year TSR of 54.6% (91st percentile vs. peers), framing a high-performance context for her incentive plans .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UnitedHealth Group (Optum Financial Services & Optum Insight) | Chief Executive Officer | Feb 2024 – Sept 2025 | Led Optum financial/insight businesses prior to joining FI |
| Stripe, Inc. | Chief Financial Officer | 2020 – 2023 | Led finance at global fintech platform |
| General Motors | Chief Financial Officer | 2018 – 2020 | First female CFO at GM; senior finance leadership |
| General Motors | Various finance leadership roles | 2004 – 2018 | Progressively senior roles culminating in CFO |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $1,000,000 annual base salary |
| Annual Cash Incentive Target | $1,200,000 target under FI annual incentive plan |
| Annual Equity Incentive Target | $12,800,000 target under FI annual incentive plan |
| Sign-on Cash | $2,100,000, payable within 30 days of employment start |
Performance Compensation
Make-Whole Equity Awards (granted at start date)
| Award type | Grant-date fair value | Vesting / performance | Special terms |
|---|---|---|---|
| Replacement RSUs | $9,810,000 | Time-vested: 37% on Feb 20, 2026; 26% on Feb 20, 2027; 30% on Feb 20, 2028; 7% on Feb 20, 2029 | If terminated without Cause or resigns for Good Reason, RSUs continue to vest as if employment had not terminated |
| Replacement PSUs (two tranches) | $5,190,000 total | Tranche 1: $980,000 for 2024–2026 period; Tranche 2: $4,210,000 for 2025–2027 period; both cliff-vest at period end, subject to certified goal achievement | If terminated without Cause or resigns for Good Reason, PSUs cliff-vest at end of period at target, regardless of actual results |
Good Reason (Offer Letter): material reduction in base salary or target annual incentive or material adverse change in duties within 39 months of start, or if Mike Lyons ceases to serve as CEO within 12 months following her start date (with notice/cure procedures) .
Annual Incentive Plan (FI program design she will participate in)
- Annual cash incentive metrics (2024 plan structure): 50% Adjusted Revenue for Incentive Compensation and 50% Adjusted Operating Income; 2024 payout for NEOs was 101.9% of target (structure illustrative of plan design) .
| Performance objective (company-wide 2024) | Weight | Threshold | Target | Maximum | Actual | Result context |
|---|---|---|---|---|---|---|
| Adjusted Revenue for Incentive Compensation | 50% | $18,900m | $19,400m | ≥$19,900m | $19,123m | 101.9% payout vs. target across combined objectives |
| Adjusted Operating Income | 50% | $7,200m | $7,450m | ≥$7,725m | $7,537m | 101.9% payout vs. target across combined objectives |
- Long-term PSU framework (FI): 3-year performance; metrics and weightings: Relative TSR (vs S&P 500) 40%, Organic Revenue Growth 40%, Adjusted EPS 20% .
| Metric | Weight | Target definition / curve | Notes |
|---|---|---|---|
| Relative TSR | 40% | 55th percentile = 100% payout; 90th percentile = 200%; 30th percentile = 50%; capped at 100% if absolute TSR < 0 | Aligns pay with shareholder returns |
| Organic revenue growth | 40% | Annual goals set per year of cycle; e.g., 2025: Threshold 8%, Target 11%, Max 14% | Excludes M&A, FX, postage |
| Adjusted EPS | 20% | Annual goals set per year; e.g., 2025: Threshold $9.90, Target $10.25, Max $10.60 | Earnings quality focus |
Scheduled RSU Vesting (Make-Whole)
| Vest date | Percent | Dollar amount (grant-date value) |
|---|---|---|
| Feb 20, 2026 | 37% | $3,631,700 |
| Feb 20, 2027 | 26% | $2,550,600 |
| Feb 20, 2028 | 30% | $2,943,000 |
| Feb 20, 2029 | 7% | $686,700 |
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers must own FI equity equal to 4x base salary, to be met within 5 years; unvested options and PSUs do not count .
- Hedging/pledging: FI policy prohibits hedging, pledging and derivative transactions in FI stock by directors and executive officers .
- Clawback: Robust recoupment policy compliant with SEC/NYSE, plus additional recovery rights (e.g., code-of-conduct violations, restrictive covenant breaches, certain DOJ criminal resolutions) covering all forms of compensation and both current and former employees/contractors .
- Executive Share Ownership requirements will apply to her equity awards (Offer Letter) .
Employment Terms
| Term | Detail |
|---|---|
| Start / Role | Start in Q4 2025; Co-President, Head of Financial Solutions, Global Operations and Chief Revenue Officer |
| Offer Letter | Annual base $1,000,000; cash incentive target $1,200,000; equity incentive target $12,800,000; $2,100,000 sign-on cash |
| Good Reason (Offer Letter) | Defined events within specific windows (39 months for comp/duties; 12 months for CEO change), with notice/cure; triggers continued RSU vesting and PSUs at target at period end |
| Severance/CoC Policy | FI Executive Severance & Change of Control Policy applies: if involuntary without cause or good reason resignation—cash severance = 1.5x (base + target cash incentive), 18 months COBRA; continued vesting of RSUs/options for 12 months; PSUs pro-rata at actual; double-trigger after CoC for full RSU/option vesting and PSU treatment per award agreements |
| Non-compete / covenants | Equity award agreements include confidentiality and non-compete/non-solicit while employed and for 12 months post-termination; breach permits recovery/forfeiture |
| No related-party transactions | 8-K notes no items requiring disclosure under Item 404(a) and no selection arrangements |
Performance & Program Context (Company)
- FI 2024 results: GAAP revenue +7%, organic revenue +16%; GAAP operating margin 28.7% (from 26.3%); adjusted operating margin 39.4% (from 37.7%); adjusted EPS $8.80 (+17% YoY) .
- One-year TSR 54.6% in 2024, 91st percentile vs peer group; FI outperformed S&P 500 Financials over 1-, 3-, and 5-year periods (management disclosure) .
- Say-on-Pay 2024 approval ~91%; strong support for equity-heavy, performance-based design .
- PSU metrics/weightings and annual cash incentive metrics provide clear pay-for-performance alignment .
Investment Implications
- Front-loaded make-whole equity with concentrated vesting dates (Feb 20, 2026–2029) may create episodic selling pressure around vest dates as awards settle and are managed under Rule 10b5-1 plans; monitor Form 4 activity near these dates .
- Strong retention protections: if terminated without Cause or she resigns for Good Reason, RSUs continue vesting and PSUs vest at target (regardless of actual results), reducing downside risk to her equity but potentially weakening performance sensitivity in a downside scenario; scrutinize governance if “Good Reason” conditions emerge (e.g., leadership changes) .
- Alignment features are robust: 4x salary ownership requirement, anti-hedging/pledging, and expansive clawback reduce misalignment risks and promote long-term focus .
- Participation in FI’s PSU framework (40% TSR, 40% organic revenue growth, 20% adjusted EPS) and annual plan (adjusted revenue and operating income) ties a large portion of her ongoing equity opportunity to shareholder returns and growth/profitability drivers that have recently been strong at FI .
- Shareholder posture remains supportive of FI’s compensation program (91% Say-on-Pay), suggesting limited external pressure on the current design absent underperformance or governance triggers .
Citations:
- Appointment, role, compensation terms, make-whole awards and vesting, Good Reason, and exhibit references:
- FI compensation program, PSU framework, AIP metrics and 2024 actuals, clawback, ownership/hedging policies, severance/change-in-control policy details:
- Education/background: MBA (Harvard), CFA, Chartered Accountant (India):