Stephanie Cohen
About Stephanie Cohen
Stephanie E. Cohen (age 47) was appointed to Fiserv’s board on March 15, 2025; she is independent under NYSE rules and currently serves on no board committees . Cohen is Chief Strategy Officer at Cloudflare (since 2024) and was identified for nomination by a third‑party search firm . At the May 14, 2025 annual meeting, she received 471,232,193 votes “for” and 2,299,269 “withheld,” indicating strong investor support .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Global Head of Platform Solutions | 2023–2024 | Built new fintech platforms; senior leadership experience |
| Goldman Sachs | Global Co‑Head of Consumer & Wealth Management | 2021–2022 | Led consumer/wealth businesses; strategic oversight |
| Goldman Sachs | Chief Strategy Officer | 2018–2020 | Corporate strategy; M&A direction |
| Goldman Sachs | Global Head of Financial Sponsors M&A | 2015–2017 | Led sponsor M&A coverage globally |
| Goldman Sachs | Global Head of General Industrials & Co‑Head Industrial M&A | 2011–2014 | Sector leadership; complex transactions |
| Goldman Sachs | Various positions | 1999–2010 | Progressive roles across investment banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | Chief Strategy Officer | 2024–present | Corporate strategy in cloud connectivity |
| Other public company boards | None disclosed | — | — |
Board Governance
- Committee assignments: None at appointment; board reconstituted committees in 2024 without Cohen (Audit; Nominating & Corporate Governance; Talent & Compensation; Risk) .
- Independence: Board affirmatively determined Cohen is independent under NYSE Section 303A.02 .
- Attendance: The board held seven meetings in 2024; all directors then serving attended 100% of board and committee meetings (Cohen joined in 2025) .
- Shareholder support: Elected with 471,232,193 “for” vs. 2,299,269 “withheld” (broker non‑votes 34,750,974) on May 14, 2025 .
- Board limits: Independent directors may serve on no more than four for‑profit boards; time commitments considered annually .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears; eligible for deferral |
| Committee membership fee | $15,000 | Per committee on which a director serves |
| Committee chair fees | $20,000 (NCG/T&C/Risk); $25,000 (Audit) | In addition to membership fee |
| Lead Director equity retainer | $75,000 (RSUs) | Additional to standard board fee and equity grant |
| Deferred compensation plan | Up to 100% of cash fees deferrable into share units | Non‑Employee Director Deferred Compensation Plan |
Performance Compensation
| Equity Component | Grant Value | Vesting | Pro‑rata Treatment | Change‑of‑Control |
|---|---|---|---|---|
| Annual RSU grant | $230,000 | Vests on earlier of 1‑year anniversary or immediately prior to next annual meeting | Pro‑rated for partial year appointments | RSUs fully vest if successor does not assume awards; otherwise standard plan terms apply |
Cohen will participate in Fiserv’s standard non‑employee director compensation arrangements per Exhibit 10.30 referenced in her appointment 8‑K ; as an appointee between meetings (March 15, 2025), she is expected to receive a pro‑rated RSU grant consistent with policy .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Cloudflare, Inc. | Executive (CSO) | No related‑party transactions requiring Item 404(a) disclosure at appointment; board monitors conflicts via policy |
Expertise & Qualifications
- Technology and information security; ecommerce/mobile/digital; payments domain knowledge; finance and risk management; global experience; strategy leadership—skills aligned with Fiserv’s board skills matrix .
- Identified via third‑party search firm; adds contemporary tech/finserv perspective to board refresh program .
Equity Ownership
| Metric | Status | Detail |
|---|---|---|
| Initial Form 3 | No securities beneficially owned | Filed for event 03/15/2025; “No securities are beneficially owned” |
| Stock ownership guideline | $1,320,000 target | 4x the sum of standard $100,000 cash fee + $230,000 equity award; 5‑year compliance window |
| Hedging/pledging | Prohibited | Directors/officers prohibited from hedging/pledging company stock |
| Deferral elections | Available | May defer cash fees and RSU shares into share units; settle after service ends |
Insider Trades
| Date | Form | Security | Reported Holdings/Notes |
|---|---|---|---|
| 03/18/2025 | Form 3 | FI common stock | Initial filing; “No securities are beneficially owned.” Attorney‑in‑fact signature |
Governance Assessment
- Signals supporting investor confidence: Independence affirmed; strong election vote; complementary tech/finserv skillset amid board refresh; robust related‑party transaction oversight; director compensation aligned with market and equity‑heavy for alignment .
- Alignment watch‑items: Cohen had no initial beneficial ownership per Form 3; guideline requires ~$1.32M within five years—monitor accumulation via RSUs/deferrals and compliance tracking .
- Conflicts: No Item 404 transactions at appointment; Cloudflare executive role warrants routine conflict checks given potential vendor/partner overlap; Fiserv’s policy mandates audit committee review/approval of any such transactions .
- Board effectiveness: Committee rotation and refreshed memberships in 2024; 100% attendance among serving directors; clear risk and compensation oversight structures; strong say‑on‑pay approval in 2025 (≈91%) .
RED FLAGS
- Shares/ownership: None pledged; hedging/pledging prohibited—no red flag .
- Related‑party: None disclosed for Cohen—no red flag .
- Attendance: Not applicable in 2024; board attendance otherwise 100%—no red flag .
- Compensation anomalies: Director pay structure standard; no perquisites; equity vests short‑term—no red flag .