Guy Chiarello
About Guy Chiarello
Guy Chiarello is Chief Operating Officer of Fiserv (ticker: FI). He holds 271,374 shares beneficially, less than 1% of outstanding shares as of February 28, 2025, and 88,068 options are exercisable within 60 days . Fiserv’s 2024 performance context for his pay-for-performance: GAAP revenue growth 7% (organic 16%), GAAP EPS $5.38 and adjusted EPS $8.80, GAAP operating margin 28.7% (adjusted 39.4%), and one‑year TSR of 54.6% (91st percentile vs peers) . Executives must maintain stock ownership of 4x base salary, hedging and pledging are prohibited, and all NEOs are in compliance .
Past Roles
| Organization | Role (from filings) | Years | Strategic impact |
|---|---|---|---|
| First Data Corporation | Stock option holder (award converted to FI equity at acquisition) | Not disclosed | Options converted to Fiserv equity upon acquisition |
External Roles
No public directorships or external roles for Chiarello are disclosed in the proxy or 10‑K sections reviewed .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $1,000,000 |
| Annual Incentive Target ($) | $1,300,000 |
| Annual Incentive Actual ($) | $1,324,700 (paid entirely in equity) |
Performance Compensation
Annual incentive framework (FY 2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted Revenue for Incentive Compensation ($mm) | 50% | 18,900 | 19,400 | ≥19,900 | 19,123 | 101.9% overall program payout |
| Adjusted Operating Income ($mm) | 50% | 7,200 | 7,450 | ≥7,725 | 7,537 | 101.9% overall program payout |
Chiarello’s annual incentive was paid entirely in equity for 2024 to align with long‑term value creation .
Long‑term incentives and metrics
| Award Year (for prior FY performance) | Instrument | Units Granted | Grant Date Fair Value ($) | Vesting/Performance Structure |
|---|---|---|---|---|
| 2024 (for FY 2023) | PSUs | 26,015 | $4,271,767 | 3‑yr; 40% TSR, 40% organic rev, 20% adj. EPS |
| 2024 (for FY 2023) | RSUs | 25,959 | $3,832,587 | Time‑based; 1/3 per year |
| 2025 (for FY 2024) | RSUs | 32,601 | $7,500,000 | Time‑based; 1/3 per year |
PSU performance goal levels used by FI (examples for the 2023/2024 PSU cycles):
- Relative TSR multipliers: 30th percentile=50%, 55th=100%, 90th+=200%; capped at 100% if absolute TSR is negative .
- 2024 annual goals used in PSU averaging: Organic revenue growth Threshold 13%, Target 16%, Max 19%; Adjusted EPS Threshold $8.30, Target $8.63, Max $9.00 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 271,374 (less than 1% of class) |
| Options exercisable within 60 days | 88,068 |
| Unvested RSUs (12/31/2024) | 66,647 |
| Unearned PSUs shown at max (SEC presentation) | 132,112 |
| Shares pledged as collateral | Prohibited by policy |
| Hedging/derivatives on FI stock | Prohibited by policy |
| Ownership guideline | 4x base salary for NEOs |
| Compliance with guideline | All NEOs in compliance |
Insider liquidity indicators:
- Options exercised in 2024: 207,575; value realized on exercise $21,371,745 .
- Shares vested in 2024: 112,111; value realized on vesting $20,420,059 .
Employment Terms
- Contract status: FI states “No change-of-control agreements” and executives (other than CEO) are covered by the Executive Severance and Change of Control Policy .
- Severance policy: 1.5x base salary + target bonus cash; 18 months COBRA; continued vesting of options/RSUs for 12 months; pro‑rata PSUs based on actual performance; double‑trigger equity vesting after change of control .
Potential payments (estimated if event occurred 12/31/2024):
| Scenario | Cash Severance ($) | RSUs Unvested ($) | PSUs Unvested ($) | COBRA ($) | Outplacement ($) | Advisor Fees ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability (pre-CoC) | — | 13,690,627 | 22,589,421 | — | — | — | 36,280,048 |
| Retirement | — | 13,690,627 | 12,330,952 | — | — | — | 26,021,579 |
| Termination w/o Cause or Good Reason | 3,450,000 | 13,690,627 | 12,330,952 | 30,258 | 100,000 | 25,000 | 29,626,837 |
| Death/Disability (post-CoC) | — | 13,690,627 | 21,786,434 | — | — | — | 35,477,061 |
| Termination w/o Cause or Good Reason (post-CoC) | 3,450,000 | 13,690,627 | 21,786,434 | 30,258 | 100,000 | 25,000 | 39,082,319 |
Clawback policy applies broadly to incentive compensation, with mandatory recovery for restatements and additional discretionary recovery in cases of misconduct or covenant violations .
Vesting Schedules and Insider Selling Pressure
RSU tranches outstanding (as of 12/31/2024) and future vesting:
- Remaining RSU vesting tranches: 8,653 on 2/21/2026; 13,595 on 2/22/2026; 8,653 on 2/21/2027 . RSUs vest one‑third annually .
PSU performance periods:
- 2023 PSUs end 12/31/2025; 2024 PSUs end 12/31/2026; payouts 0–200% based on TSR, organic revenue, adjusted EPS .
Liquidity pressure signals include significant 2024 option exercises and annual RSU vestings (values shown above), with trading constrained by blackout and pre‑clearance procedures and Rule 10b5‑1 governance .
Compensation Structure Analysis
- Equity mix shift: For 2025 grants tied to 2024 performance, Chiarello’s annual equity was 100% RSUs versus FI’s typical 50% PSUs / 50% RSUs design. FI cites “anticipated responsibilities over time” for this deviation, indicating a retention/continuity emphasis and lower risk profile in the near term .
- PSU rigor maintained in standard cycles: Relative TSR requires above‑median performance, caps payouts at target if absolute TSR is negative; financial goals (organic revenue, adjusted EPS) set at challenging levels .
- Consultant/peer benchmarking: Pay Governance advises the Compensation Committee; peer group spans payments, fintech, software, asset managers, and market infrastructure (e.g., Visa, Mastercard, PayPal, ADP, Salesforce, S&P Global, FIS, GPN, Intuit, AmEx, Nasdaq, Paychex, BNY Mellon) .
Say‑on‑Pay & Shareholder Feedback
Shareholders approved FI’s executive compensation program with 91% support in 2024. FI highlights equity‑heavy, performance‑linked design and clawback enhancements reflecting investor feedback .
Equity Ownership & Pledging
- Ownership guidelines: CEO 12x base salary; other executives 4x; unvested options/PSUs don’t count .
- Prohibitions: Hedging, pledging, short sales, and public options trading are prohibited for directors and designated officers .
- Compliance: All NEOs are in compliance with ownership requirements .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; double‑trigger equity vesting reduces windfall risk in change‑of‑control .
- Robust clawback covering restatements, misconduct, and covenant violations .
- Related party items disclosed pertain to CEO’s in‑law; no related‑party disclosures for Chiarello identified in reviewed sections .
Investment Implications
- Near‑term retention/continuity: 2025’s 100% RSUs for Chiarello signal emphasis on retention and stability as FI navigates leadership transitions and strong operating momentum; RSUs reduce payout variability versus PSUs .
- Alignment with performance: Standard cycles maintain rigorous PSUs tied to TSR and growth metrics; FI’s 2024 outperformance and 91st percentile TSR strengthen the pay‑for‑performance case .
- Liquidity cadence and selling pressure: Significant 2024 option exercises and scheduled RSU vesting imply predictable supply; trading controlled by blackout/pre‑clearance and 10b5‑1 frameworks, reducing event‑driven risk .
- Downside protection for shareholders: Clawback breadth and double‑trigger equity vesting mitigate governance risk and misalignment in adverse scenarios .