Wafaa Mamilli
About Wafaa Mamilli
Executive Vice President, Chief Digital & Technology Officer of Roche; independent director of Fiserv (FI) since 2021, age 57. Core credentials include global technology leadership with expertise in cybersecurity, digital and analytics; current FI board service on the Risk Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoetis, Inc. | EVP, Chief Digital & Technology Officer; Group President for China, Brazil and Precision Animal Health | 2022–2025 | Led digital/technology and regional P&L responsibilities |
| Zoetis, Inc. | Chief Information & Digital Officer | 2020–2022 | Enterprise digital and IT leadership |
| Eli Lilly and Company | Global CIO for business units; Chief Information Security Officer | 2016–2020 (CISO 2016–2019); leadership roles since 1995 | Cybersecurity leadership; global IT roles |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Roche | EVP, Chief Digital & Technology Officer | Feb 2025 | Global technology leadership at a biotechnology/pharma/diagnostics company |
| Other public company boards | — | — | None disclosed for Mamilli in FI proxy “Other Public Directorships” table |
Board Governance
- Independence: FI’s board determined Mamilli is independent under NYSE rules .
- Attendance: 100% attendance at board and applicable committee meetings in 2024; board met 7 times .
- Executive sessions: Non-management directors meet in executive session at each regular board meeting .
- Committee assignments (2024) and meetings:
- Risk Committee (member; 4 meetings)
- Nominating & Corporate Governance Committee (member; 4 meetings)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Risk | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
FI’s 2024 non-employee director pay program comprised cash retainers and time-based RSUs; Mamilli’s actual 2024 compensation:
| Component | Detail | Amount |
|---|---|---|
| Board cash retainer | Standard board fee | $100,000 |
| Committee cash fees | $15,000 per committee; 2 committees | $30,000 (2 × $15,000) |
| Total cash fees | Fees earned/paid in cash (matches board+committee fees) | $130,000 |
| Annual equity grant | RSUs granted May 15, 2024 | $230,035; 1,484 RSUs |
| Vesting | RSUs vest on earlier of 1st anniversary or immediately prior to next annual meeting | As described |
- Program changes (2024 study): Annual director equity increased to $230,000; chair fees increased (Audit: $25,000; Nominating/Risk/Talent & Compensation: $20,000) .
Performance Compensation
| Performance-Conditioned Element | Applicable to Mamilli (Director) | Metrics/Notes |
|---|---|---|
| PSUs / performance-based equity | Not applicable | FI directors receive time-based RSUs; no performance metrics apply to director equity |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None listed for Mamilli in FI proxy’s director nominees table (Other Public Directorships) |
| Interlocks or related-party overlaps | None disclosed involving Mamilli; FI’s proxy discloses a related-person transaction involving an employee related to the CEO, not Mamilli |
Expertise & Qualifications
- Extensive global technology leadership with expertise in cybersecurity, digital and analytics; prior CISO and CIO roles; current EVP, Chief Digital & Technology Officer at Roche .
- Board skill alignment with FI’s technology, risk and strategy oversight, reflected by her Risk and Nominating & Governance committee memberships .
Equity Ownership
| Holder | Beneficial Ownership (as of Feb 28, 2025) | Percent of Class | Notes |
|---|---|---|---|
| Wafaa Mamilli | 5,609 shares | <1% | As reported in FI’s Common Stock Ownership table |
| Director ownership guideline | Must hold FI stock valued at $1,320,000 (4× board cash fee + equity award value) within five years; all non-employee directors are in compliance | Policy and compliance status | |
| Hedging/Pledging | Prohibited for directors and executive officers | FI Securities Trading Policy |
Governance Assessment
- Alignment: Majority of 2024 director pay in equity via time-based RSUs; her mix was $230,035 equity vs $130,000 cash (equity is the larger component), supporting shareholder alignment .
- Independence & Attendance: Independent with 100% meeting attendance in 2024; strong engagement and committee participation (Risk; Nominating & Governance) .
- Expertise fit: Cybersecurity/digital/analytics background aligns with Risk oversight topics (cybersecurity, technology, privacy/data management) and governance responsibilities .
- Ownership & conduct: Beneficial ownership disclosed; directors subject to rigorous ownership policy and trading restrictions (no hedging/pledging), supporting alignment and risk mitigation .
- Conflicts/related-party: No related-party transactions involving Mamilli disclosed; FI maintains a formal related-person transaction review process under Audit Committee oversight .
- Board workload/time commitments: FI guidelines limit independent directors to ≤4 for-profit boards; Mamilli has no other public company directorships listed, reducing overboarding risk .
- Say-on-Pay context: FI’s executive pay program received 91% support at the 2024 meeting, reflecting broader investor confidence in governance and pay practices (context, not specific to director pay) .
RED FLAGS: None identified for Mamilli in FI’s 2025 proxy—no disclosed attendance issues, pledging/hedging, related-party transactions, or pay anomalies tied to her director role .