Harry DiSimone
About Harry F. DiSimone
Independent director of Fiserv (ticker: FI), age 70, serving on the board since 2018. He chairs the Risk Committee and is a member of the Audit Committee, where the board has designated him an “audit committee financial expert.” DiSimone’s background includes President of Commerce Advisors (2008–2020), co‑founder of Encore Financial Partners (2010–2015), and multiple senior executive roles over three decades at JPMorgan Chase in cards, merchant processing, retail banking and consumer finance, bringing deep banking, payments and financial services expertise to FI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commerce Advisors, Inc. | President | 2008–2020 | Retail financial services and payments advisory leadership |
| Encore Financial Partners, Inc. | Managing Partner & Co‑Founder | 2010–2015 | Bank acquisitions/management focus |
| JPMorgan Chase & Co. (and predecessors) | EVP/COO – Chase credit card; Private Label & Merchant Processing Exec; Retail Bank CMO; Consumer Banking/Investments/Insurance Exec; Chase Personal Financial Services Exec; other senior roles | 1976–2008 | Broad P&L and operating experience across cards, merchant acquiring, retail banking |
| Industry bodies (DMA, NYCE, Chase Paymentech, Mastercard U.S. Business Committee, Visa Global Advisors, NY Clearing House SPC, Federal Reserve Bank Payment Card Council) | Advisor | Various | Payments ecosystem governance/standards exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliant Funding, Inc. (private) | Director | Disclosed as current in 2021–2022 proxies | Private company board experience in SMB finance |
| ClearBalance Inc. (private) | Director | Disclosed as current in 2021–2022 proxies | Private company board experience in healthcare financing |
Board Governance
- Independence: The board determined DiSimone is independent under NYSE rules; all committee members are independent; Audit and Talent & Compensation members meet heightened independence standards .
- Committee assignments and leadership:
- Risk Committee (Chair); meetings in 2024: 4; mandate includes cybersecurity, ERM, risk appetite, regulatory exams, risk governance .
- Audit Committee (Member; Audit Committee Financial Expert); meetings in 2024: 8; mandate includes financial reporting, internal controls, auditor oversight .
- Board attendance and engagement:
- Board meetings in 2024: 7; each director attended 100% of board and committee meetings on which they served; non‑management directors meet in executive session at each regular board meeting .
| 2024 Meetings | Board | Audit | Risk |
|---|---|---|---|
| Number held | 7 | 8 | 4 |
| DiSimone attendance | 100% (all directors) | 100% (all directors) | 100% (all directors) |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Standard non‑employee director board fee |
| Committee membership fee | $15,000 per committee | Payable for each committee served |
| Committee chair fee (Risk) | $20,000 | Chair premium for Risk Committee |
| Committee chair fee (Audit) | $25,000 | Not applicable to DiSimone (not Audit Chair) |
| 2024 cash fees (DiSimone) | $150,000 | Reported fees earned/paid; he deferred $150,000 under the director deferred compensation plan |
- Alignment check: DiSimone’s reported $150,000 cash equals $100,000 (board) + $15,000 (Audit member) + $15,000 (Risk member) + $20,000 (Risk Chair) per program design .
- Deferred Compensation: Directors may defer up to 100% of cash fees and/or shares from RSU vesting into share units payable in stock upon board departure; DiSimone deferred $150,000 of 2024 cash fees .
Performance Compensation
| Grant/Instrument | Grant date | Shares/Units | Grant date fair value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (standard) | May 15, 2024 | 1,484 | $230,035 | 100% on earlier of first anniversary or immediately prior to next annual meeting |
- Director equity program: Annual equity award $230,000 in RSUs; vesting as above; lead independent director receives additional $75,000 RSUs (not applicable to DiSimone) .
- Unvested holdings: As of Dec 31, 2024, DiSimone held 1,484 unvested RSUs (the 2024 annual grant) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for DiSimone (column blank in Director Nominees table) |
| Committee interlocks | No specific interlocks disclosed for 2024; standing disclosure provided historically (company reports no interlocks when applicable) |
Expertise & Qualifications
- Banking, payments, and financial services operator with senior roles across cards, merchant acquiring, and retail banking; nominated for extensive industry experience .
- Audit Committee Financial Expert designation under Item 407(d)(5) (technical accounting/financial oversight competence) .
- Risk oversight expertise as Risk Committee Chair; remit covers cybersecurity, ERM, risk appetite/governance, regulatory exam oversight .
Equity Ownership
| Measure | Amount | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (common shares) | 11,003 | Feb 28, 2025 | <1% of class (percent shown as “*”) |
| Indirect holdings (trust) | 2,706 | Feb 28, 2025 | Held by the Harry DiSimone 2021 Irrevocable Exemption Trust for family members |
| Unvested RSUs | 1,484 | Dec 31, 2024 | 2024 annual director grant unvested at year‑end |
| Stock ownership guideline | $1,320,000 (4x board cash + equity) | Policy level | All non‑employee directors in compliance |
| Hedging/pledging | Prohibited | Policy | Directors/officers prohibited from hedging, shorting, pledging, or derivatives on company stock |
Governance Assessment
- Positives:
- Independent director; designated Audit Committee Financial Expert; serves as Risk Committee Chair and Audit member, concentrating oversight where FI’s exposure (cyber, regulatory exams, transaction/settlement) is highest .
- Strong attendance (100% board and committee in 2024); executive sessions held each regular board meeting, supporting independent oversight .
- Director pay structure is balanced toward equity (annual RSUs) with rigorous ownership guidelines; hedging/pledging prohibited—alignment and risk controls are clear .
- Cash fees match role responsibilities (board + two committees + chair premium), indicating transparent, formulaic governance pay, not discretionary add‑ons .
- Watch items / red flags:
- No related‑party transactions disclosed for DiSimone; company has a formal related person transaction approval policy (note: a Bisignano family in‑law employment example is disclosed; no DiSimone linkage) .
- Public company interlocks not disclosed for DiSimone (limits potential conflicts but also narrows cross‑board information flow) .
Note: We attempted to retrieve recent Form 4 insider trading data for “DiSimone” at FI, but the insider-trades service returned an authorization error. Beneficial ownership and RSU data above are from the company’s proxy disclosures and remain current to the stated dates. We will update insider transaction details when data access is restored.