Paul Todd
About Paul Todd
Paul M. Todd, age 55, was appointed Chief Financial Officer of Fiserv (NYSE: FI) effective October 31, 2025, after joining as a Special Advisor in September 2025; previously, he was partner at fintech VC TTV Capital (2023–2025), CFO of TSYS (2014–2019) through its merger with Global Payments, and CFO of Global Payments (2019–2022) . Fiserv’s latest disclosed performance backdrop includes 2024 GAAP revenue growth of 7% and organic revenue growth of 16%, GAAP diluted EPS of $5.38 and adjusted EPS of $8.80, and margin expansion; 2024 one‑year TSR was 54.6%, ranking at the 91st percentile vs peers, underscoring a strong pay-for-performance context for incoming executives . Todd’s compensation is structured with a $750,000 base salary, $750,000 target annual cash incentive, and a $5.7 million annual equity incentive target, with 2025 cash incentive set at $750,000 per his offer letter, aligning pay with corporate objectives and individual performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Total System Services (TSYS) | CFO | 2014–2019 | Led finance through TSYS’s merger with Global Payments in 2019 . |
| Global Payments | CFO | 2019–2022 | Continued as CFO post-merger, overseeing the combined payments technology company . |
| TSYS | EVP, Strategy, M&A, Products & Marketing | 2008–2014 | Led strategy/M&A and product/marketing functions ahead of CFO tenure . |
| Fiserv | Special Advisor | Sep 2025–Oct 2025 | Onboarded ahead of CFO appointment effective Oct 31, 2025 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TTV Capital | Partner (fintech VC) | 2023–2025 | Brought fintech investing perspective prior to joining Fiserv . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary (Annual) | $750,000 | Per CFO offer letter . |
| Target Annual Cash Incentive | $750,000 | Eligible under annual incentive plan; paid based on corporate objectives and individual performance . |
| Annual Equity Incentive Target | $5,700,000 | Awarded based on achievement of corporate objectives; equity-heavy mix . |
| 2025 Cash Incentive (Guaranteed) | $750,000 | Offer letter specifies 2025 cash incentive payment of $750,000 . |
| Replacement RSUs (Sign-on) | $1,000,000 | Granted at start date; vests one‑third on each of the 1st, 2nd, and 3rd anniversaries . |
| Replacement PSUs (Sign-on) | $1,000,000 | Cliff vests after the 2025–2027 performance period subject to achievement of performance goals . |
Performance Compensation
Annual Incentive Plan (Company calibration for context)
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) | Payout Result |
|---|---|---|---|---|---|---|
| Adjusted Revenue for Incentive Compensation | 50% | $18,900m | $19,400m | $19,900m+ | $19,123m | 101.9% of target . |
| Adjusted Operating Income | 50% | $7,200m | $7,450m | $7,725m+ | $7,537m | 101.9% of target . |
Notes: FI paid 2024 annual incentives entirely in equity to NEOs; structure provides context for 2025 program design that Todd will participate in .
Long-Term Incentive Plan (PSUs) – Metrics and Calibration
| PSU Metric | Weight | Target Definition / 2025 Calibration | Vesting Mechanics |
|---|---|---|---|
| Relative TSR vs S&P 500 | 40% | Target at 55th percentile; threshold 30th (50%); max 90th (200%); capped at 100% if absolute TSR negative . | 3-year performance period; shares earned 0–200% . |
| Organic Revenue Growth | 40% | 2025: Threshold 8%, Target 11%, Max 14% . | Averaged across years in performance period . |
| Adjusted EPS | 20% | 2025: Threshold $9.90, Target $10.25, Max $10.60 . | Averaged across years in performance period . |
Notes: Todd’s replacement PSUs “conform, in all material respects,” to FI’s standard PSU award agreement forms; performance period 2025–2027 with cliff vesting subject to goal achievement .
Sign-on and Vesting Specifics (Todd)
| Award | Grant Value | Grant/Start | Vesting Schedule |
|---|---|---|---|
| Replacement RSUs | $1,000,000 | Start date | 1/3 on each of the 1st, 2nd, and 3rd anniversaries of grant . |
| Replacement PSUs | $1,000,000 | Start date | Cliff vest following 2025–2027 period based on performance . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Form 3) | 7,453 shares of common stock beneficially owned; footnote clarifies these are unvested RSUs . |
| Ownership Form | Direct (D) . |
| Vested vs. Unvested | Unvested RSUs: 7,453; scheduled to vest one‑third on 9/17/2026, 9/17/2027, 9/17/2028 . |
| Options | None reported on Form 3 (no derivative securities listed) . |
| Pledging/Hedging | Prohibited for executive officers under company policy . |
| Stock Ownership Guidelines | Executives must own equity equal to 4x base salary within 5 years; unvested options/PSUs excluded from compliance calculation . |
| Trading Policy | Blackout windows, pre‑clearance required; Rule 10b5‑1 plans permitted subject to policy . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed CFO effective October 31, 2025 . |
| Offer Letter Economics | Eligible for $750,000 base salary; $750,000 target cash incentive; $5.7 million equity incentive target; 2025 incentive set at $750,000 . |
| Executive Severance Policy Participation | Yes (per offer letter) . |
| Severance (without cause/good reason) | Lump sum 1.5x (base salary + target cash incentive); 18 months COBRA; continued vesting of RSUs/options for 12 months; PSUs prorated based on actual performance after period . |
| Change‑of‑Control | Double‑trigger: within two years post‑CoC, full vesting of RSUs/options upon qualifying termination; PSUs vest per award terms; CoC definition includes 20% ownership, board turnover, M&A, or sale/liquidation . |
| Special Good Reason (Offer Letter) | If Mike Lyons ceases to be CEO within 12 months of Todd’s start, Replacement RSUs continue to vest as if employed and Replacement PSUs cliff vest at end of performance period based on actual achievement . |
| Clawback | Robust recoupment policy beyond SEC/NYSE requirements covering restatements, code violations, and restrictive covenant noncompliance . |
| Non‑compete/Non‑solicit | Equity agreements include 12‑month post‑termination non‑compete and non‑solicit; severance release includes restrictive covenants . |
| Pensions/Tax Gross‑ups | No separate pension/SERP; generally no tax gross‑ups for executives . |
Investment Implications
- Alignment and upside: Heavy equity mix (annual $5.7M target) and PSU metrics (40% TSR, 40% organic growth, 20% adjusted EPS) directly tie realized pay to shareholder outcomes and operating performance, indicating strong pay-for-performance alignment .
- Retention vs. flexibility: Three-year PSU period (2025–2027) and 3-year RSU vesting create retention hooks; the special “Good Reason” tied to CEO transition ensures continuity of replacement awards if leadership changes, mitigating near-term retention risk in year one .
- Selling pressure assessment: Anticipate potential selling windows around RSU vest dates (9/17/26–9/17/28) and PSU settlement after 2027; hedging/pledging bans, blackout windows, and pre‑clearance requirements dampen forced-sale risk and align behavior with governance best practices .
- Ownership build vs. guidelines: Initial beneficial ownership is modest (7,453 unvested RSUs) with a 4x salary ownership requirement over 5 years, implying progressive accumulation for increased alignment over time .
- Downside protection and CoC structure: Standard severance (1.5x cash components) and double‑trigger equity treatment protect against adverse separation without promoting windfalls, preserving incentives to maximize long‑term value through potential strategic actions .
- Governance backdrop: Strong 2024 Say‑on‑Pay support (91%) and transparent metrics/calibrations support investor confidence in compensation rigor during management transitions .