Gordon Nixon
About Gordon Nixon
Gordon M. Nixon, age 68, will join Fiserv’s board effective January 1, 2026 as an independent director and non‑executive Chairman. He previously served as President, Chief Executive Officer and director of Royal Bank of Canada from 2001 to 2014, and currently serves on public boards including BCE Inc. (Chairman since 2016; director since 2014), BlackRock, Inc. (director since 2015) and George Weston Limited (director since 2014) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Bank of Canada (RBC) | President, CEO, and Director | 2001–2014 | Senior leadership of a major financial institution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCE Inc. | Chairman of the Board; Director | Director since 2014; Chairman since 2016 | Board leadership of large Canadian telecom |
| BlackRock, Inc. | Director | Since 2015 | Global asset manager board experience |
| George Weston Limited | Director | Since 2014 | Consumer/retail holding company board experience |
Board Governance
- Appointment and leadership: Nixon will serve as non‑executive Chairman of the Fiserv board effective January 1, 2026, reflecting Fiserv’s policy to separate chair and CEO roles to strengthen oversight when appropriate .
- Independence: The board determined Nixon is independent under applicable exchange rules; he will participate in standard non‑employee director compensation and the Non‑Employee Director Deferred Compensation Plan .
- Committee structure context: Audit (8 meetings in 2024), Nominating & Corporate Governance (4), Talent & Compensation (6), Risk (4) — all chaired by independent directors; executive sessions occur at each regular meeting without management present .
- Board limits policy: Independent directors may serve on no more than four for‑profit boards (including Fiserv) without board approval; nominations consider total time commitments annually .
Fixed Compensation
Elements of Fiserv’s standard non‑employee director compensation (2024 program, applied to new directors per 8‑K):
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Fee | $100,000 | Paid quarterly; eligible for deferral |
| Annual Equity Award (RSUs) | $230,000 | RSUs vest on earlier of first anniversary or immediately prior to next annual meeting |
| Committee Membership Fee | $15,000 per committee | Paid quarterly; eligible for deferral |
| Committee Chair Fees | $25,000 (Audit); $20,000 (Nominating & Corporate Governance; Risk; Talent & Compensation) | In addition to base committee fee |
| Lead Director Equity Award | $75,000 RSUs | Provided for lead director; board has separated Chair and CEO roles in 2025 |
| Plan Participation | Eligible for Non‑Employee Director Deferred Compensation Plan | Up to 100% of cash fees and RSU vesting can be deferred into share units |
| Applicability to Nixon | Participates in standard non‑employee director arrangements upon appointment | As referenced in 8‑K; indemnity agreement executed |
Performance Compensation
Fiserv does not use performance‑conditioned equity for directors; equity is time‑vested RSUs. Mechanics:
| Equity Component | Grant Value | Vesting Terms | Deferral Availability |
|---|---|---|---|
| Annual Director RSUs | $230,000 | Vest 100% on earlier of 1‑year anniversary or immediately prior to next annual meeting | Director may defer vesting delivery into share units; paid in shares upon board departure |
| Lead Director RSUs (if applicable) | $75,000 | Same vesting convention as annual RSUs | Eligible for deferral |
Other Directorships & Interlocks
| Counterparty | Nature | Interlock/Relationship | Conflict Status |
|---|---|---|---|
| BlackRock, Inc. | Asset manager | Nixon is a director; FI appointed Gary Shedlin (BlackRock Vice Chairman) as audit chair effective Jan 1, 2026, creating a board‑level interlock with a major shareholder/financial services counterparty | Company discloses no Item 404(a) related‑party transactions for Nixon at time of appointment |
| BCE Inc. | Telecom | Nixon chairs BCE; potential indirect ecosystem links via merchant/acquiring networks | No related‑party transactions disclosed |
| George Weston Limited | Consumer/retail | Nixon director; retail merchant exposure relevant to FI Merchant segment | No related‑party transactions disclosed |
Expertise & Qualifications
- Financial services leadership: Former CEO of RBC, providing deep banking, risk, and regulatory oversight experience aligned with FI’s Financial Solutions and Payments businesses .
- Public company governance: Chairmanship at BCE and directorships at BlackRock and George Weston bring large‑cap board governance and audit/risk oversight exposure .
- Independence and governance fit: FI board determined independence and assigned non‑executive chair role consistent with strong governance practices (independent committee leadership; executive sessions) .
Equity Ownership
| Policy | Requirement | Compliance Window | Notes |
|---|---|---|---|
| Director Stock Ownership | 4x the sum of standard annual board cash fee ($100,000) + annual equity award ($230,000) = $1,320,000 | Within 5 years of joining board | Directors prohibited from hedging and pledging; compliance assessed excluding unvested options/PSUs |
Governance Assessment
- Positives
- Non‑executive Chairman role strengthens independent oversight, aligning with FI’s robust governance framework and separation of Chair/CEO roles adopted in 2025 .
- Significant financial sector leadership and public‑company board experience should bolster strategic, risk, and regulatory oversight capabilities .
- Independence confirmed; no related‑party transactions requiring disclosure at time of appointment; will receive transparent, equity‑heavy director pay structure that promotes alignment via RSUs and ownership requirements .
- Watch items / RED FLAGS
- Board interlock with BlackRock (Nixon as director; Shedlin as audit chair) could raise perceived conflicts in vendor/shareholder interactions; management reports no Item 404 transactions, but investors should monitor future related‑party disclosures and auditor independence considerations .
- Time commitments: FI policy caps independent directors at four for‑profit boards; Nixon’s ongoing roles at BCE, BlackRock, George Weston, plus FI reach the limit, increasing scrutiny on capacity/attendance; FI will evaluate time commitments annually .
- Attendance and engagement
- FI disclosed 100% attendance for incumbent directors in 2024 and executive sessions at each regular board meeting; Nixon’s attendance record will be observable after his start date .
Committee Assignments, Chair Roles, and Context
- Nixon: Non‑executive Chairman of the Board (effective Jan 1, 2026) .
- Audit Committee context: Chaired by independent directors; Shedlin appointed audit chair; audit committee recognized multiple “financial experts” historically and held 8 meetings in 2024 .
- Other committees: Nominating & Corporate Governance; Talent & Compensation; Risk — all independent and regularly refreshed; chair fees aligned to workload .
Director Compensation Reference (2024 Program)
| Component | Amount | Key Terms |
|---|---|---|
| Board Fee (Cash) | $100,000 | Quarterly in arrears; deferrable |
| Annual Equity (RSUs) | $230,000 | Vests on earlier of first anniversary or pre‑next annual meeting |
| Committee Membership Fee | $15,000 per committee | Paid quarterly; deferrable |
| Committee Chair Fees | $25,000 (Audit); $20,000 (NCG/Risk/T&C) | Incremental to membership fee |
| Lead Director Equity | $75,000 RSUs | Additional to annual equity |
| Deferred Compensation Plan | N/A | Up to 100% deferral of cash fees and RSU shares into share units; paid out in stock upon board exit |
Related‑Party Transactions and Conflicts
- Policy oversight: FI’s audit committee (or disinterested directors) reviews related‑person transactions under Item 404(a); compensation matters reviewed by Talent & Compensation; annual review of ongoing approved arrangements .
- Nixon disclosures: Company reports no transactions in which Nixon has or will have an interest requiring Item 404(a) disclosure at appointment time; independence affirmed .
Board Refreshment Signal
- FI announced board retirements (Doyle R. Simons; Kevin M. Warren) effective January 1, 2026 and appointed Nixon (non‑executive Chairman), Shedlin (audit chair), and Dufétel (audit member), indicating active refreshment and committee leadership reconstitution .