Firdaus Bhathena
Chief Technology Officer at FIS
Executive
About Firdaus Bhathena
Firdaus Bhathena is Chief Technology Officer (CTO) of FIS, serving since April 2023; he was 54 as of April 14, 2025, and previously held senior digital leadership roles at Noom, CVS Health, and Aetna, and earlier founded WebLine (acquired by Cisco) and Relicore (acquired by Symantec) . FIS’s 2024 annual cash incentive plan paid at 95.9% of target based on weighted outcomes for Revenue, Adjusted EBITDA, cost-savings, and NPS, indicating solid in-year execution against plan inputs used for NEO payouts . The 2023 PSUs were tracking below target through 2024 based on relative TSR vs the S&P 500, underscoring continued emphasis on multi‑year shareholder return for long-term equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noom | General Manager, Healthcare | May 2021 – Apr 2023 | Built new B2B and B2B2C healthcare businesses |
| CVS Health | Enterprise Chief Digital Officer | Nov 2018 – May 2021 | Led enterprise digital innovation and product delivery |
| Aetna (pre-CVS acquisition) | Chief Digital Officer | Pre–Nov 2018 | Created Consumer Digital Health group leveraging AI/ML |
| WebLine (acquired by Cisco, 1999) | Founder | 1990s | Founder; exit to Cisco |
| Relicore (acquired by Symantec, 2007) | Founder | 2000s | Founder; exit to Symantec |
| Blade Network (Boston incubator) | Leadership team | Prior | Early-stage technology incubation leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in FIS proxy filings | — | — | No public company directorships or external board roles disclosed for Mr. Bhathena in the cited filings . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $700,000 |
| Annual Cash Bonus Paid ($) | — | $872,690 |
Notes:
- 2024 base salary for Mr. Bhathena remained unchanged vs. 2023 (0% increase) .
- 2024 annual incentive payouts were determined after audited results; company-level weighted payout equaled 95.9% of target .
Performance Compensation
Annual Cash Incentive – 2024 Plan Design and Outcomes
| Metric | Weight | Target Definition | Actual Payout Factor | Weighted Contribution |
|---|---|---|---|---|
| Revenue | 40% | Company plan metric | 94.8% | 37.9% |
| Adjusted EBITDA | 40% | Company plan metric | 95.1% | 38.0% |
| “Future Forward” Cash Savings | 10% | OpEx, capex, and program cost reductions | 140% (after negative discretion from 179%) | 14.0% |
| Net Promoter Score (NPS) | 10% | Customer experience | 60% | 6.0% |
| Total Annual Payout vs Target | 100% | — | — | 95.9% of target |
Individual award sizing for Mr. Bhathena:
- 2024 Annual Incentive (Plan-Based Awards): Threshold $45,500; Target $910,000; Max $1,820,000 .
- 2024 Non-Equity Incentive Earned (paid): $872,690 .
Long-Term Equity Incentives (2024 grants)
| Instrument | Grant Date | Shares (Target) | Shares (Max) | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| PSUs | Mar 8, 2024 | 23,861 | 47,722 | $1,781,987 | Cliff vest after 3 years (based on performance) | Adjusted Revenue Growth (50%), Adjusted EPS Growth (50%); rTSR modifier applies only to CEO/CFO, not to other NEOs |
| RSUs | Mar 8, 2024 | 23,861 | — | $1,649,988 | Ratable over 3 years on Feb 28, 2025/2026/2027 | Time-based vesting |
Multi-year context:
- 2023 PSUs (3-year performance period) are earned based on relative TSR vs S&P 500; tracking below target through 2024 .
- 2024 annual LTI mix for NEOs (other than CEO/CFO) was 50% PSUs and 50% RSUs; total 2024 LTI grant value for Bhathena: $3,300,000 (PSU $1.65M, RSU $1.65M) .
Stock Options (outstanding)
| Grant Date | Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| May 24, 2023 | 72.88 | 13,503 | 27,007 | May 24, 2030 | Ratable over 3 years (options granted 2022/2023 vest ratably per footnote) |
| May 24, 2023 | 79.21 | 15,196 | 30,394 | May 24, 2030 | Ratable over 3 years |
| May 24, 2023 | 82.38 | 16,103 | 32,208 | May 24, 2030 | Ratable over 3 years |
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 23,652 shares owned; 89,606 options (exercisable within 60 days included); total 113,258; <1% of shares outstanding .
- Outstanding equity at FY-end 2024 included: 13,802 RSUs unvested; 35,791 RSUs unvested (2024 grant); 15,379 PSUs (target; 2023 grant); 31,816 PSUs (portion of 2024 grant per SEC presentation) .
- Vesting cadence: 2024 RSUs vest 3 equal installments on Feb 28, 2025/2026/2027; 2024 PSUs cliff-vest after 3 years, performance-based .
Ownership policy and risk controls:
- Stock ownership guidelines: 2x base salary for “All Other Corporate Executive Officers”; executives have 4 years to comply; each executive met the guidelines as of 12/31/2024 or is within the transition period .
- Hedging and pledging are prohibited; none of the shares held by current directors and officers have been pledged .
- Clawback: NYSE/Dodd‑Frank–compliant policy applies; committee can also apply negative discretion (as with 2024 cost-savings metric) .
Employment Terms
- Role and start: CTO since April 2023 .
- Agreement status: No individual employment agreement; participant in the Company’s Severance Plan .
Severance economics (without cause/for good reason):
- Cash severance for Bhathena: 1x base salary + 1x target annual incentive; plus pro‑rated annual incentive for year of termination; lump-sum medical/dental COBRA premiums (12 months) .
- Estimated cash payment upon termination as of 12/31/2024 (per proxy table): $2,496,992 .
- Estimated equity acceleration values as of 12/31/2024 (closing price $80.77): Stock Options $260,500; Stock Awards $7,817,567, for termination without cause/for good reason, death/disability, or change in control, calculated under scenarios described in the proxy .
Change of control and vesting:
- The proxy table provides estimated values of equity that would vest “upon or in connection with” the enumerated termination scenarios or a change in control; Bhathena’s equity values are as shown above (timing and conditions per award agreements) .
Definitions and restrictive covenants:
- “Cause” under the Severance Plan includes gross negligence, willful misconduct, felony/moral turpitude, deceit/fraud for personal enrichment, material policy violations, and material breach of obligations, among others .
- Non-compete/non-solicit conditions are expressly tied to equity vesting continuity for certain other NEOs; the Severance Plan–specific language governs Bhathena, with compliance requirements per plan/award terms as applicable .
Deferred compensation:
- No balances reported for Bhathena under nonqualified deferred compensation plans for 2024 .
Compensation Structure Analysis
- Pay mix: For non-CEO/CFO NEOs, 2024 target LTI split 50% PSUs / 50% RSUs with 3-year vesting, supporting multi‑year alignment and retention; Bhathena’s 2024 LTI was $3.3M, split equally between RSUs and PSUs .
- Annual incentive rigor: Metrics (Revenue, Adjusted EBITDA, cash savings, NPS) produced a 95.9% target payout, with negative discretion applied to the cash savings factor—evidence of governance discipline .
- Governance: No hedging/pledging; robust ownership guidelines; NYSE‑compliant clawback; say‑on‑pay 2024 support at 91.64% .
- Modifications context: 2022 PSUs for certain NEOs had performance goal modifications post-Worldpay sale; Bhathena’s reported 2024 stock award values do not cite that modification, while other NEOs do—helps isolate one‑time effects .
Director/Committee and Say‑on‑Pay Context (Governance Signals)
- Say‑on‑pay approval 2024: 91.64% support, reflecting investor endorsement of compensation changes and structure .
- Compensation governance “What We Do/Do Not Do”: performance-based majority, double-trigger CIC vesting under LTI plan, independent consultant, and prohibitions on hedging/pledging and option repricing without shareholder approval .
Investment Implications
- Alignment and retention: Bhathena’s unvested PSUs/RSUs and outstanding options (multiple tranches into 2027/2030) create sustained retention hooks; prohibitions on pledging/hedging, stock ownership guidelines, and clawbacks strengthen alignment and reduce governance risk .
- Pay-for-performance linkage: The 2024 cash incentive outcome at 95.9% of target shows measured payout tied to plan metrics and committee discretion; 2023 PSUs tracking below target on rTSR suggests balanced accountability in long-term incentives .
- Severance/change-in-control optics: Cash severance for Bhathena set at 1x salary + 1x target bonus (moderate by market norms); estimated equity vesting value ($7.82M Stock Awards; $0.26M options) under termination/CIC scenarios could contribute to event-driven supply if vesting triggers are met, but also serves as a retention mechanism pre‑event .
- Trading signals and vesting overhang: Key RSU vest dates (Feb 28, 2025/2026/2027) and 3‑year PSU cliffs suggest potential periodic selling pressure windows; however, ownership guidelines (hold‑until‑met) and prohibition on hedging/pledging mitigate forced selling behavior .
- Execution risk: As CTO since April 2023, Bhathena’s remit spans AI/automation strategy in fintech; FIS messaging emphasizes AI investments and practical adoption constraints, indicating an agenda to drive product velocity and operational leverage—positive but dependent on execution and client adoption cycles .