Henrique de Castro
About Henrique de Castro
Independent director of Fiserv (FI) since 2019; age 59; serves on the Audit Committee and the Talent and Compensation Committee. Former COO of Yahoo! (2012–2014) and senior executive at Google (2006–2012), with earlier roles at McKinsey and Dell; currently a director of Banco Santander, S.A. (public). The board has designated him an “audit committee financial expert,” and affirmed his independence under NYSE rules. Attendance in 2024 was 100% for board and committees on which he served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Chief Operating Officer | 2012–2014 | Senior operating oversight in web services |
| President of Partner Business Worldwide; President of Media, Mobile & Platforms Worldwide; other senior roles | 2006–2012 | Global commercial leadership in technology platforms | |
| CF Finance Acquisition Corp. | Chief Operating Officer | 2018–2019 | SPAC operations leadership |
| Cantor Fitzgerald | Advisor | 2015–2019 | Strategic advisory to global financial services firm |
| McKinsey & Company | Senior positions | Not disclosed | Strategy/operations experience |
| Dell Corporation | Senior positions | Not disclosed | Technology operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banco Santander, S.A. | Director (public) | Current | International banking board experience |
| Target Corporation | Director (public) | 2013–2020 | Retail governance |
| First Data Corporation | Director (public) | 2017–2019 | Payments technology governance |
| CF Finance Acquisition Corp. | Director (public) | 2018–2019 | SPAC governance |
Board Governance
- Committees: Audit; Talent and Compensation (not a chair). Audit Committee met 8 times; Talent and Compensation Committee met 6 times in 2024 .
- Independence: Board determined Henrique de Castro is independent under NYSE Section 303A.02; Audit and Talent & Compensation members meet additional independence criteria .
- Expertise: Designated “audit committee financial expert” alongside peers .
- Attendance: Board held seven meetings in 2024; each director attended 100% of board and applicable committee meetings; non-management directors held executive sessions at each regular board meeting .
- Board limits: Governance guidelines cap independent directors at four for‑profit boards, with annual time-commitment review by Nominating & Governance .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $130,000 | Entire amount deferred under the non‑employee director deferred compensation plan |
| Stock Awards ($) | $230,035 | 1,484 RSUs granted on May 15, 2024 at $155.01 closing price; grant-date fair value shown |
| Total ($) | $360,035 | Cash + equity grant |
| 2024 Director Compensation Program | Amount |
|---|---|
| Annual Equity Award | $230,000 |
| Board Fee (Cash) | $100,000 |
| Committee Fee (per committee) | $15,000 |
| Committee Chair Fee – Audit | $25,000 |
| Committee Chair Fee – Nominating/Governance; Risk; Talent & Compensation | $20,000 |
| Lead Director Annual Equity Award | $75,000 |
- RSU vesting: RSUs granted in 2024 vest 100% on the earlier of first anniversary of grant or immediately prior to the first annual meeting following grant .
- Deferred Compensation Plan: Directors may defer up to 100% of cash fees and RSU shares into share units, delivered in common stock upon cessation of service .
Performance Compensation
| Equity Grant Detail | Metric/Term | Value/Count |
|---|---|---|
| 2024 RSU Grant | Grant date | May 15, 2024 |
| 2024 RSU Grant | Shares granted (rounded) | 1,484 RSUs |
| 2024 RSU Grant | Grant-date fair value | $230,035 |
| 2024 RSU Grant | Vesting | 100% at earlier of 1-year or immediately prior to next annual meeting |
- No performance-conditioned equity is disclosed for non‑employee directors; director compensation consists of cash fees and time‑vested RSUs (no stated EPS/TSR/ESG metrics for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company board | Banco Santander, S.A. |
| Prior public boards | Target (2013–2020); First Data (2017–2019); CF Finance Acquisition Corp. (2018–2019) |
| Compensation Committee interlocks | None during last fiscal year; no committee member was a current/former officer or employee |
Expertise & Qualifications
- Global technology and growth strategy expertise; senior leadership across internet, mobile, and platform businesses cited in nomination rationale .
- Audit oversight and financial expertise; designated an audit committee financial expert; committee remit includes auditor appointment/oversight, internal control review, and financial reporting oversight .
- Public company governance experience across financial services and retail sectors .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 17,838 | As of Feb 28, 2025; “less than 1%” of class (*) |
| Shares outstanding (for % calc) | 560,793,806 | For class reference; table denotes “less than 1%” (*) |
| Unvested RSUs held (12/31/2024) | 1,484 | Unvested director RSUs from 2024 grant |
| Deferred RSU shares (deliverable ≤60 days) | 2,538 | Deferred vested RSUs eligible for distribution |
| Share units from deferred cash fees (deliverable ≤60 days) | 1,503 | From cash fee deferral election |
- Hedging/pledging: Directors prohibited from hedging, shorting, pledging, or derivative transactions in company stock; trading windows and pre‑clearance required .
- Director stock ownership guidelines: Required to accumulate and hold equity equal to 4x the sum of the standard annual board cash fee plus the value of the standard annual equity award ($1,320,000) within five years; all non‑employee directors are in compliance .
Governance Assessment
- Independence and attendance: Independent under NYSE standards and recorded 100% attendance across board and applicable committees in 2024—supports engagement and accountability .
- Committee effectiveness: Serves on Audit and Talent & Compensation; designated audit financial expert; committee activity levels (Audit 8 meetings; T&C 6) indicate substantive oversight workload .
- Pay structure alignment: Mix of cash fees and time‑vested RSUs, with ability to defer into share units; hedging/pledging prohibitions and rigorous ownership guidelines enhance alignment with shareholders .
- Conflicts/related party exposure: Proxy discloses a related person transaction involving an employee who is an in‑law of the former CEO; no related person transactions involving Henrique de Castro are disclosed, and policy requires Audit Committee/independent director review of any such transactions .
- Capacity and interlocks: Board limits to four for‑profit boards and annual review of director time commitments; compensation committee reports no interlocks—reduces conflict risk and supports board effectiveness .
RED FLAGS: None disclosed specific to Henrique de Castro in 2024–2025 proxy regarding related-party transactions, hedging/pledging, option repricing, or attendance issues .