Mike Lyons
About Mike Lyons
Michael P. Lyons, age 54, joined Fiserv as President and CEO‑Elect effective January 27, 2025, and will become Chief Executive Officer and a director upon the earlier of Frank Bisignano’s U.S. Senate confirmation as Commissioner of the Social Security Administration or June 30, 2025 . His initial compensation mix emphasizes equity with rigorous performance alignment: PSUs vest on three‑year absolute/relative goals, including a 40% weighting to relative TSR against the S&P 500 that requires above‑median (55th percentile) performance for target payout and caps payouts at target if absolute TSR is negative . The board has separated the Chair and CEO roles, appointing Doyle R. Simons as non‑executive Chairman effective on the CEO transition date, enhancing independent oversight while Lyons serves as CEO and director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The PNC Financial Services Group, Inc. | President (PNC and PNC Bank, N.A.) | Feb 2024–Jan 2025 | Led all PNC lines of business (enterprise leadership) |
| The PNC Financial Services Group, Inc. | EVP & Head of Corporate & Institutional Banking | 2011–Feb 2024 | Ran C&IB franchise; senior operating leadership |
| Bank of America | Head of Corporate Development & Strategic Planning | 2010–2011 | Corporate development and strategy remit |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Lyons in the proxy’s nominee table |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base salary | $1,300,000; may be increased but not decreased |
| Target annual cash incentive | 200% of base salary ($2,600,000 at initial salary); payout range 0–200% based on company and individual performance |
| Perquisites | Reasonable personal use of company aircraft; company‑provided car and driver; company‑provided security; relocation assistance to NYC by Aug 1, 2025 |
| Location | Executive offices at 1 Broadway, New York City |
Performance Compensation
2025 Annual Equity Awards (grant date expected Feb 7, 2025)
| Award Type | Grant Date Value | Vesting | Notes |
|---|---|---|---|
| RSUs | $6,440,000 | 33% on each of the first three anniversaries of grant date | Units determined by closing price on grant date |
| PSUs | $9,660,000 | Cliff vest after three years upon certification of performance | Units determined by 5‑day average price; terms mirror other management PSUs |
Replacement Awards (to offset forfeited PNC comp; grant date Feb 7, 2025)
| Award Type | Amount/Shares | Vesting | Notes |
|---|---|---|---|
| Cash | $11,665,108.57 | Paid within five business days of start date | Replaces $7,465,108.57 unvested equity and $4,200,000 2024 cash incentive from PNC |
| Replacement RSUs | 14,833.14 units | 9,725.06 on Dec 31, 2025; 5,108.08 on Dec 31, 2026 | Same form as time‑vesting RSUs for management |
| Replacement PSUs | 114,987.71 units | 20,780.33 tied to 2023–2025 goals; 94,207.38 tied to 2024–2026 goals | Same form as 2023 and 2024 PSU awards |
PSU Performance Metrics
| Metric | Weighting | Target | Payout Features | Vesting |
|---|---|---|---|---|
| Relative TSR vs S&P 500 | 40% | Target at 55th percentile | Capped at target if absolute TSR over 3 years is negative | 3‑year cliff; certification at end of period |
| Financial performance goals (absolute/relative) | Remaining PSUs | Committee‑set multi‑year financial targets | Formulaic payouts based on achievement | 3‑year performance; certification |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | Michael P. Lyons: “—”; less than 1% of shares outstanding |
| Stock ownership guidelines | CEO: 12x annual base salary; other executives: 4x; compliance expected within 5 years; unvested stock options and PSUs do not count |
| Hedging/pledging | Prohibited for directors and executive officers; short sales prohibited; pre‑clearance required; blackout periods; 10b5‑1 plan waiting period |
| Clawback policy | Complies with SEC/NYSE; broader recovery rights include restatements, violations of code/law, or restrictive covenant breaches |
Employment Terms
| Term | Detail |
|---|---|
| Start date | January 27, 2025 |
| CEO appointment date | Upon earlier of SSA confirmation or June 30, 2025; becomes director at CEO appointment |
| Contract nature | Indefinite offer letter; subject to Fiserv policies (including trading, recoupment, stock ownership) |
| Severance (no CoC) | 2.0x base salary + target bonus; pro‑rated annual bonus based on performance; 24 months COBRA; immediate vest of Replacement RSUs; continued vesting of other RSUs for 12 months; immediate vest of Replacement PSUs at target; pro‑rated vesting of other PSUs based on actual performance at period end |
| Severance (eligible termination within 2 years post‑CoC) | 2.99x base salary + target bonus; all equity vests in full; PSUs vest at higher of target or actual; settlement within five business days after effective release |
| Definitions | “Cause” and “Good Reason” detailed (including cure and board process); Good Reason includes failure to appoint as CEO/director by CEO Appointment Date, reduction in pay opportunity, material adverse change, relocation beyond 35 miles from NYC, failure to obtain successor assumption |
| Restrictive covenants | Equity award agreements include non‑disclosure, non‑compete, and non‑solicit; obligations no more restrictive than current executive equity forms |
Board Governance
- Board service: Lyons will be appointed to the board upon CEO transition; as a management director, he is not independent; committee membership not indicated and management directors do not chair committees .
- Dual‑role implications: The board separated Chair and CEO roles, appointing Doyle R. Simons as non‑executive Chairman, with all committees independently chaired, mitigating concentration of power and preserving independent oversight while Lyons serves as CEO and director .
Investment Implications
- Alignment and incentives: Heavy equity mix with rigorous PSU design (40% relative TSR vs S&P 500 with above‑median requirement and target cap if absolute TSR negative) aligns CEO pay with long‑term shareholder outcomes and protects against windfall in down markets .
- Vesting and potential selling pressure: Replacement RSUs vest in two tranches (Dec 31, 2025 and Dec 31, 2026) and PSUs tie to existing 2023–2025 and 2024–2026 cycles, creating known vest dates; insider trading policy mandates pre‑clearance, blackout windows, and 10b5‑1 plan waiting periods, reducing opportunistic sales risk and prohibiting hedging/pledging .
- Retention and change‑of‑control economics: Above‑market severance (2.0x; 2.99x on double‑trigger CoC) plus immediate vesting of replacement awards and continued vesting features enhance retention for a newly appointed CEO while maintaining double‑trigger standards investors typically prefer .
- Ownership build: As a new executive with minimal current beneficial ownership, Lyons will need to accumulate toward a stringent 12x‑salary guideline over five years, a trajectory that can further align interests but may influence share acquisition behavior; unvested PSUs do not count toward compliance .
- Shareholder sentiment: Prior say‑on‑pay approval of ~91% in 2024 and continued emphasis on equity‑based, performance‑driven pay indicate investor support for the company’s compensation philosophy, now applied to Lyons .