Kevin Warren
About Kevin M. Warren
Kevin M. Warren is an independent director of Fiserv, Inc. (FI), age 62, serving since 2020. He chairs the Audit Committee and sits on the Talent and Compensation Committee. Warren’s operating background spans global commercial leadership and brand management, most recently as Executive Vice President and Chief Marketing and Customer Experience Officer at UPS, with prior senior roles at Xerox. He is designated an “audit committee financial expert.” Current external public directorship: Assurant, Inc.; prior public directorship: Illinois Tool Works, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. (UPS) | EVP & Chief Marketing and Customer Experience Officer | 2023–2024 | Led customer experience and global brand programs |
| United Parcel Service, Inc. (UPS) | EVP & Chief Marketing Officer | 2018–2023 | Oversaw global marketing and brand strategy |
| Xerox Corporation | EVP & Chief Commercial Officer | 2017–2018 | Commercial leadership across enterprise products |
| Xerox Corporation | President, Commercial Business Group; President, Industrial, Retail & Hospitality; President, Strategic Growth Initiatives; other roles | 1984–2017 | Growth initiatives across segments and strategic programs |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Assurant, Inc. | Director (public) | Current | Public company board seat |
| Illinois Tool Works, Inc. | Director (public) | 2010–2021 | Prior public board service |
Board Governance
- Independence: Warren is “independent” under NYSE Section 303A.02; all board committees are composed of independent directors, and Audit and Talent & Compensation members meet additional independence criteria.
- Committee assignments and expertise:
- Audit Committee Chair; designated audit committee financial expert; 8 meetings held in 2024.
- Talent & Compensation Committee member; 6 meetings held in 2024.
- Attendance and engagement: Board held 7 meetings in 2024; each director attended 100% of board and committee meetings while serving. Non-management directors meet in executive session at each regular board meeting.
- Committee refresh: In 2024, Warren was appointed to the Talent & Compensation Committee as part of an annual committee rotation process to align skills with oversight needs.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $152,500 | Actual cash compensation paid or deferred in 2024 |
| Stock Awards (RSUs) – Grant Date Fair Value | $230,035 | Annual equity award; 1,484 RSUs granted on May 15, 2024 at $155.01 closing price (value divided by price, rounded up) |
| Total | $382,535 | Sum of cash + equity grant date fair value |
Program design (non-employee directors):
- Board cash retainer $100,000; Committee membership fee $15,000 per committee; Committee Chair fees: Audit $25,000; Nominating/Governance $20,000; Risk $20,000; Talent & Compensation $20,000. In 2024, annual equity award increased from $210,000 to $230,000; chair fees increased as noted (effective July 1, 2024).
- RSUs vest 100% on the earlier of the first anniversary of grant or immediately prior to the first annual meeting following the grant.
Performance Compensation
| Metric Category | Applied to Director Pay? | Notes |
|---|---|---|
| Performance-based equity metrics (e.g., TSR, revenue/EBITDA targets) | No | Director RSUs are time-based and vest as described; no performance-contingent metrics disclosed for director equity |
| Annual cash incentive tied to quantitative goals | No | Director compensation comprises retainers, fees, and time-based RSUs |
For executives, FI uses quantitative annual performance objectives and three-year PSUs with absolute/relative TSR components; these do not apply to non-employee directors.
Other Directorships & Interlocks
| Company | Relationship to FI | Potential Interlock/Conflict |
|---|---|---|
| Assurant, Inc. | Warren is a director | No related person transactions disclosed involving Warren; FI reviews/approves related person transactions via Audit Committee per policy |
| Illinois Tool Works, Inc. (prior) | Warren was a director | Not applicable; historical service |
- Board limits: Independent directors may serve on no more than four for-profit boards (including FI) without board approval; consideration of time commitments is part of annual nominations. Warren’s known public board count (FI + Assurant) is within the limit.
Expertise & Qualifications
- Audit Committee Financial Expert designation (Reg S-K Item 407(d)(5)).
- Deep executive and commercial leadership experience in global brands and customer experience from UPS and Xerox.
- Skills aligned with oversight of financial reporting, internal controls, and human capital/compensation.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 6,787 | As of Feb 28, 2025; less than 1% of class |
| Percent of class | * | Less than 1% of 560,793,806 shares outstanding |
| Deferred under vested RSUs (eligible for distribution within 60 days) | 6,621 | Per non-employee director deferred compensation plan elections |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 1,484 | Annual grant awarded in 2024 |
| Hedging/Pledging | Prohibited | FI policy bans hedging, pledging, short sales, and derivatives by directors/executives |
| Director Stock Ownership Guideline | $1,320,000 | 4x sum of standard annual board cash fee + annual equity award; all non-employee directors are in compliance |
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; 100% meeting attendance; robust anti-hedging/pledging policy; director ownership guideline compliance—supportive of investor alignment and oversight quality.
- Compensation structure signals: Shift to higher time-based equity retainer ($230k) and higher chair fees in 2024 reflects market benchmarking; director pay remains simple, transparent, and equity-heavy, aligning interests without performance-contingent risk in director compensation.
- Conflicts/related-party exposure: No related person transactions disclosed involving Warren; FI requires Audit Committee approval of any Item 404 transactions, with annual reviews—Warren’s chair role provides direct oversight of this risk area.
- Workload/time commitments: Policy limit of four for-profit boards; Warren’s current known public board roles (FI + Assurant) are within limits; 2024 committee refresh matched skills to oversight areas.
RED FLAGS observed: None disclosed specific to Warren (no hedging/pledging, no related person transactions, full attendance). The 2024 related person transaction involved an employee who is an in-law of another director (Mr. Bisignano), not Warren.
Sources
- FI 2025 DEF 14A – Director biography, independence, attendance, committees, audit report, director compensation, ownership tables, trading and ownership policies, related person transaction policy.