Caroline Tsai
Chief Legal & Corporate Affairs Officer and Corporate Secretary at FIS
Executive
About Caroline Tsai
Caroline Tsai is Corporate Executive Vice President, Chief Legal & Corporate Affairs Officer and Corporate Secretary at FIS; she has served as Chief Legal & Corporate Affairs Officer since May 2022 (initially joining as Chief Legal Officer in February 2022) and became Corporate Secretary in October 2024 . She is 55 years old as of April 14, 2025 . In 2024, FIS delivered 37% total shareholder return, ranking in the 81st percentile of the S&P 500; company incentives tied executive pay to Adjusted Revenue Growth, Adjusted EPS Growth, and a balanced scorecard of in‑year performance, with the annual cash plan paying 95.9% of target for 2024 . Her 2024 compensation mix emphasized performance-aligned PSUs and RSUs with three-year vesting to drive long-term value .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Western Union Company | Chief Legal Officer & Corporate Secretary | Aug 2019 – Feb 2022 | Led enterprise legal and corporate secretary functions supporting a global money movement and payments company |
| The Western Union Company | EVP, General Counsel & Secretary | Dec 2017 – Jul 2019 | Senior legal leadership across global operations |
| BMO Financial Group | Deputy General Counsel & Chief Regulatory Officer | Dec 2015 – Nov 2017 | Oversight of regulatory affairs and legal risk management |
| BMO Harris Bank | Chief Legal Officer, U.S. Personal & Commercial Banking | Jan 2014 – Dec 2015 | Led legal support for U.S. retail and commercial banking |
| Bank of America Corporation | SVP & Associate General Counsel | Jan 2012 – Dec 2013 | Senior counsel supporting complex banking matters |
| Bank of America Corporation | SVP & Assistant General Counsel | Jul 2005 – Dec 2011 | Legal leadership across bank businesses |
| Jones Day | Associate | Early career | Foundational corporate and regulatory legal work |
External Roles
Skip—no public company directorships or external committee roles disclosed for Ms. Tsai .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 527,083 | 630,000 | 665,000 (reflects $630k through 6/30; $700k thereafter) |
| Target Annual Cash Incentive (% of salary) | n/a disclosed | 130% | 130% (1/1–6/30); 140% (7/1–12/31) |
| Non-Equity Incentive Earned ($ actual) | – | 1,169,622 | 863,042 (plan paid 95.9% of target overall) |
| Bonus ($ discretionary/other) | 2,500,000 | 250,000 | – |
Performance Compensation
Annual Cash Incentive – 2024 Program Design and Results
| Metric | Weight | Payout Factor (% of target) | Weighted Payout |
|---|---|---|---|
| Revenue | 40% | 94.8% | 37.9% |
| Adjusted EBITDA | 40% | 95.1% | 38.0% |
| Future Forward cash savings | 10% | 140% (negative discretion applied from 179%) | 14.0% |
| Net Promoter Score | 10% | 60% | 6.0% |
| Total | 100% | — | 95.9% overall payout |
Long‑Term Incentives – Structure and 2024 Grants
- PSU metrics and weighting: Adjusted Revenue Growth (50%) and Adjusted EPS Growth (50%); three‑year cliff vest; CEO/CFO awards include an rTSR modifier, but Ms. Tsai’s 2024 PSUs do not include the TSR modifier .
- 2024 PSU performance year (for NEOs other than CEO/CFO): earned at 150% of target; remains subject to time‑based vesting through February 28, 2027 .
| Grant Component (2024) | Units / Value | Vesting | Notes |
|---|---|---|---|
| PSUs | $1,750,000 | Cliff vest after 3 years; earned 150% for 2024 performance year, with payout subject to vesting through Feb 28, 2027 | Metrics: Adjusted Revenue Growth (50%), Adjusted EPS Growth (50%) |
| RSUs | $1,750,000 | Ratable in 3 equal annual installments | — |
| Supplemental RSUs | $1,500,000; 21,692 RSUs | Ratable in 3 equal annual installments | Awarded for leading strategic initiatives (Worldpay majority stake sale and separation) and temporary expanded responsibilities |
| PSU counts (target) | 50,614 (target), threshold 0%, max 200% | Cliff vest after 3 years | 2022 PSU performance goals modified in early 2024 to align with post‑Worldpay metrics; incremental fair value $499,263 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned directly/indirectly | 39,097 |
| Options exercisable (or within 60 days) | 133,746 |
| Total beneficial ownership | 172,843; <1% of outstanding |
| Stock ownership guideline | 2x base salary for “All Other Corporate Executive Officers” |
| Compliance status | Executives met guidelines as of Dec 31, 2024 or were within 4‑year transition period |
| Hedging/pledging | Prohibited; none of the shares held by current directors and officers have been hedged or pledged |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Three‑year employment agreement effective Feb 7, 2022; automatic annual extensions after initial two‑year period unless notice given |
| Current title | Corporate EVP, Chief Legal & Corporate Affairs Officer and Corporate Secretary |
| 2024 base salary & target bonus | $630,000 through June 30 and $700,000 thereafter; bonus target 130% (1/1–6/30) and 140% (7/1–12/31) |
| Severance (no‑cause or good reason) | Lump sum 200% of (base salary + target bonus); prorated annual bonus; equity vest per grant agreements contingent on non‑compete/non‑solicit compliance; 18 months COBRA premiums lump sum |
| Change‑in‑control (CIC) equity acceleration | Double‑trigger acceleration for awards granted after Oct 22, 2020 if assumed/replaced; pre‑2020 awards single‑trigger under 2008 plan; PSUs deemed earned at target for open periods upon CIC under older plan |
| Good reason | Defined to include material diminution in base/bonus opportunity, company breach, and notice‑of‑nonrenewal within one year post‑CIC for Ms. Tsai; notice within 90 days; 30‑day cure |
| Cause | Defined (e.g., willful neglect, material breach, certain criminal activity); notice within 90 days and 30‑day cure (except criminal/illegal activity) |
| Non‑compete / non‑solicit | During employment and one year post‑termination; confidentiality obligations during employment and thereafter |
| Excise tax gross‑ups | None; executives may elect reduction to avoid 280G excise tax |
Estimated Termination/CIC Values (as of Dec 31, 2024; stock price $80.77)
| Scenario | Cash Payment | Equity Awards Value | Options Value |
|---|---|---|---|
| Termination without cause/good reason | $4,270,081 | $12,012,599 | $259,276 |
| Death | $980,000 | Included in equity vesting per plan | Included above |
| Disability | $1,751,795 | Included in equity vesting per plan | Included above |
Performance & Track Record
- 2024 TSR was 37%, ranking at the 81st percentile of the S&P 500, with PSUs generally earned above target for the 2024 measurement year reflecting Adjusted Revenue and EPS outperformance; 2024 PSU tranche payout for NEOs other than CEO/CFO was 150% of target and remains subject to vesting through February 28, 2027 .
- The Compensation Committee modified 2022 PSU goals in early 2024 post‑Worldpay sale to align with Adjusted Revenue Growth and Adjusted EPS Growth; retained the annual rTSR modifier; aggregate 2022 PSUs paid out at 81.6% of target over the three‑year period .
Compensation Governance, Clawbacks, and Shareholder Signals
- Say‑on‑pay approval was 91.6% at the 2024 shareholders’ meeting, indicating strong shareholder support for executive pay design .
- FIS maintains a clawback policy aligned with NYSE rules; following a “little r” restatement disclosed Nov 4, 2024, the Compensation Committee recovered an aggregate $5,347 in overpayments across executives, with $729 reduction applied to Ms. Tsai’s 2023 amount in the Summary Compensation Table .
- Hedging and pledging are prohibited; executives must meet rigorous ownership guidelines and hold 50% of vested shares until guidelines are satisfied .
Investment Implications
- Pay-for-performance alignment: Ms. Tsai’s annual incentive is tied to revenue, Adjusted EBITDA, cash savings, and NPS, and her LTI is split equally between PSUs and RSUs with three-year horizons; the 2024 cash plan paid 95.9% and PSUs earned 150% for 2024, signaling compensation outcomes linked to operational and financial execution .
- Retention and selling pressure: Equity exposure includes RSUs vesting over three years and PSUs cliff‑vesting in 2027; supplemental RSUs were granted for strategic contributions, which increases retention hooks while hedging/pledging prohibitions reduce forced selling risk; beneficial ownership totals 172,843 shares/options (<1% outstanding) .
- Severance/CIC economics: 2x salary+target bonus severance with continued COBRA value and equity vesting per agreements, plus double‑trigger CIC equity acceleration under current plans; this reduces transition risk but creates defined payout obligations in change‑in‑control scenarios .
- Governance and risk controls: Strong say‑on‑pay support, independent consultant (Meridian), annual risk assessment, clawback enforcement, and no excise tax gross‑ups indicate shareholder‑friendly practices and lower governance risk; PSU goal modifications post‑Worldpay sale were transparently disclosed with rationale .