Lance Fritz
About Lance M. Fritz
Lance M. Fritz, age 62, has served as an independent director of Fiserv since 2024. He is a former Chairman, President and Chief Executive Officer of Union Pacific Corporation (2015–2023) and is designated by the board as an “audit committee financial expert,” bringing leadership, operations, regulatory and risk oversight experience to FI’s board . He is independent under NYSE standards and attended 100% of board and committee meetings during 2024 while serving .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | Chairman, President & CEO | 2015–2023 | Led a large public company; experience cited for leadership, operations, government/regulatory and risk management . |
| Union Pacific Corporation | Various leadership positions | Since 2000 (prior to CEO) | Progression through senior roles at Union Pacific prior to CEO . |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Parker Hannifin Corporation | Director | Current | Public | Listed as current public directorship . |
| Union Pacific Corporation | Director (prior) | 2015–2023 | Public | Prior public directorship . |
Board Governance
| Body | Role | 2024 Meetings | Attendance | Independence/Notes |
|---|---|---|---|---|
| Board of Directors | Director (independent) | 7 | 100% (while serving) | Board determined Fritz is independent under NYSE rules; non-management directors meet in executive session at each regular board meeting . |
| Audit Committee | Member; designated “audit committee financial expert” | 8 | 100% (while serving) | Chair: Kevin M. Warren. Board determined Fritz is an audit committee financial expert under Reg S-K 407(d)(5) . |
| Nominating & Corporate Governance Committee | Member | 4 | 100% (while serving) | Chair: Heidi G. Miller (term ends at 2025 annual meeting) . |
- Committee rotation in 2024 placed Fritz on Audit and Nominating & Corporate Governance to maximize director impact; enhanced onboarding and director education were emphasized to accelerate new director contributions .
- Governance guardrails: independent directors are generally limited to service on no more than four for‑profit boards (including FI) without board approval .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount/Design | Evidence |
|---|---|---|
| Board cash retainer (program) | $100,000 (annual) | |
| Committee membership fee (program) | $15,000 per committee (annual) | |
| Committee chair fee (program) | Audit $25,000; Nominating & Corporate Governance $20,000; Risk $20,000; Talent & Compensation $20,000 | |
| Fees earned/paid in cash (Fritz actual 2024) | $113,214 | |
| Cash fees deferred by Fritz (2024) | $102,500 deferred under the director deferred compensation plan |
Notes: Fiserv reviews director compensation biannually; in 2024 the annual equity award rose to $230,000 and chair fees were increased (Audit chair to $25,000; NCG and T&C chairs to $20,000), with cash fees payable quarterly and subject to deferral elections .
Performance Compensation (Equity – 2024)
| Grant Date | Instrument | Grant Basis / Price Used | Shares | Vesting | Dollar Value |
|---|---|---|---|---|---|
| Feb 16, 2024 (on appointment) | RSUs (pro‑rata) | Based on $148.04 closing price | 342 | 100% on earlier of 1st anniversary or immediately prior to next annual meeting | Included in 2024 stock awards total |
| May 15, 2024 (annual) | RSUs | $230,000 ÷ $155.01; rounded up | 1,484 | Same as above | Included in 2024 stock awards total |
| 2024 total stock awards (Fritz) | — | — | — | — | $280,665 total fair value |
- Program design: Annual non‑employee director equity award targeted at $230,000 in RSUs; lead director receives an additional $75,000 in RSUs; RSUs vest 100% on the earlier of one year or immediately prior to the next annual shareholder meeting .
- Performance metrics: Director RSUs are time-based; no director performance metrics apply (PSUs and financial/TSR metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Relationship to FI | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Parker Hannifin Corporation (public) | Unrelated external board (Fritz director) | No related‑party transactions or conflicts involving Fritz disclosed in FI’s proxy . |
| Union Pacific Corporation (public; prior) | Former CEO and director | No related‑party transactions involving Fritz disclosed; related person disclosure in 2024 concerned a relative of FI’s CEO, not Fritz . |
- Compensation Committee Interlocks (FI): None reported for 2024; no T&C member was a current/former officer or employee .
Expertise & Qualifications
- Audit committee financial expert designation (Reg S‑K 407(d)(5)) .
- Former public company CEO/chair with deep operations, regulatory, and risk management experience; rationale for nomination explicitly cites these competencies .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 981 shares; less than 1% of class . |
| Unvested director RSUs (as of Dec 31, 2024) | 1,484 unvested RSUs (standard 2024 annual grant) . |
| Hedging/pledging | Directors are prohibited from hedging and pledging FI stock . |
| Director stock ownership guideline | 4x (board cash fee + standard annual equity award) = $1,320,000 within 5 years; all non‑employee directors are in compliance . |
Governance Assessment
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Strengths
- Independence and attendance: Board determined Fritz is independent; 100% attendance in 2024 while serving; strong engagement supported by director education and third‑party evaluations .
- Financial oversight: Audit Committee member and designated audit committee financial expert; supports credibility of financial reporting oversight .
- Alignment: Material equity component (2024 stock awards of $280,665) and rigorous director ownership policy; no hedging/pledging permitted .
- Board structure: Limits on outside boards and regular committee rotation enhance effectiveness and mitigate overboarding risk .
-
Potential Watch Items
- External commitments: Continues service on Parker Hannifin board; still within FI’s limit but should be monitored for time demands around peak periods (no concerns disclosed) .
- Related‑party/conflict review: No Fritz‑related transactions disclosed; FI maintains an annual review/approval policy via Audit Committee—continue to monitor disclosures each year .
-
Shareholder context: Say‑on‑pay support was ~91% at the 2024 annual meeting, signaling broad investor support for pay practices and overall governance posture during the period .
Director Compensation Summary (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash (Fritz) | $113,214 |
| Stock Awards (Fritz) | $280,665 |
| Total (Fritz) | $393,879 |
| Standard Board Cash Fee (Program) | $100,000 |
| Committee Membership Fee (Program) | $15,000 per committee |
| Annual Equity Award (Program) | $230,000 in RSUs |
No director‑specific performance metrics, option grants, or related‑party transactions were disclosed for Fritz in the latest proxy. Director equity is time‑based and subject to stringent ownership, hedging and pledging policies .