Gary Lauer
Director at FIS
Board
About Gary Lauer
Independent director since 2019; age 72. He chairs FIS’s Compensation Committee and serves on the Corporate Governance, Nominating & Sustainability (CGNSC) and Executive Committees. Background includes CEO roles at eHealth and MetaCreations and senior executive roles at Silicon Graphics; education: BS, University of Southern California. Independence affirmed under NYSE standards; each director attended ≥93% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eHealth, Inc. | Chairman & CEO | 1999–2016 | Led public company; prior public board service cited in proxy |
| MetaCreations Corporation | Chairman & CEO | 1998–1999 | Executive leadership and transformation |
| Silicon Graphics, Inc. | EVP; President, World Trade Corp; senior executive posts | 1987–1997 | Global operations and technology experience |
| IBM | Early career | Not disclosed | Foundational technology and enterprise experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eminent Series Group | Executive Director & Co‑founder | 2017–present | Current occupation in proxy |
| University of Southern California | Board of Leaders | 2009–present | Non-profit board role |
| Worldpay, Inc. | Director (former) | 2012–2019 | Ended service upon FIS acquisition; prior interlock |
| eHealth, Inc. | Chairman/Director (former) | 1999–2016 | Prior public board role |
| MetaCreations Corporation | Chairman/Director (former) | 1998–1999 | Prior public board role |
| Bain & Company | Associate consultant | Not disclosed | Company biography page notes consulting role |
Board Governance
- Committee assignments: Compensation (Chair), CGNSC (Member), Executive (Member). The Compensation Committee had 5 meetings with 96% attendance; CGNSC had 5 meetings with 100% attendance; Executive Committee had 0 meetings in 2024; Board met 6 times, and each director attended ≥93% of Board/committee meetings. Independent directors meet regularly in executive sessions without management.
- Director independence: All nominees are independent except the CEO; Lauer is independent.
- Shareholder engagement: The CGNSC oversees a formal Board‑led engagement program with director participation; 2024–2025 outreach included independent directors. Prior proxy disclosures show Lauer led compensation-related shareholder engagement as Comp Chair.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Standard director cash retainer |
| Compensation Committee Chair fee (cash) | $55,000 | Chair fee schedule |
| CGNSC Member fee (cash) | $25,000 | Member fee schedule |
| Executive Committee fee | $0 | No committee fees disclosed beyond listed committees |
| Total Fees Earned/Paid (cash) | $180,000 | Reported for Lauer in 2024 director comp table |
| All Other Compensation (cash) | $0 | No “all other” for Lauer; dividends paid only upon RSU vesting |
- Aggregate reported totals: Fees earned $180,000; stock awards $214,974; total $394,974.
- Deferred compensation: Directors may elect to defer up to 100% of Board/committee fees into the Deferred Compensation Plan; RSU settlement can also be deferred until termination of service.
Performance Compensation
| Equity Element | Grant-date Value | Instrument | Vesting | Deferral | Notes |
|---|---|---|---|---|---|
| Annual equity award | $214,974 | RSUs | One‑year cliff vest, subject to continued service | Settlement may be deferred until termination | Standard non‑employee director equity award is $215,000; reported fair value for Lauer was $214,974 |
- Directors do not receive PSUs or options; director equity is time‑based RSUs aligned to shareholder value via stock price and dividend payments post‑vesting.
Other Directorships & Interlocks
| Company | Current Status | Role | Potential Interlock Consideration |
|---|---|---|---|
| Public company boards | None | — | No current public company interlocks disclosed |
| Worldpay, Inc. | Former | Director (2012–2019) | FIS entered commercial agreements with Worldpay post‑separation; Lauer is no longer on Worldpay’s board, lowering conflict risk |
| eHealth, MetaCreations | Former | Chairman/Director | Historical roles; no current interlock |
- Related‑party transactions: Company disclosed no related‑party transactions requiring review or disclosure since January 1, 2024.
Expertise & Qualifications
- Skills and qualifications identified for Lauer include: Executive Leadership, Global Business Experience, Financial Expertise, Public Company Board Experience, Human Capital Management, Mergers & Acquisitions/Capital Allocation, Government & Regulatory, Technology, Business Transformation.
- Education: BS, University of Southern California.
Equity Ownership
| Item | Quantity / Status | Notes |
|---|---|---|
| Shares beneficially owned (common) | 14,515 | As of April 14, 2025; <1% of outstanding shares |
| Options outstanding | None | No options listed for Lauer |
| RSUs unvested or deferred | 11,830 | Aggregate number of shares subject to unvested RSUs or deferred under director equity program as of 12/31/2024 |
| Pledged shares | None | Company states none of directors’/officers’ shares have been pledged |
| Stock ownership guidelines | 5× annual cash retainer | Company policy for all non‑employee directors |
| Guideline compliance | Met or in transition | Company disclosed all serving non‑employee directors met guidelines or were in 4‑year transition as of 12/31/2024 |
| Hedging/pledging policy | Prohibited | Company prohibits hedging/pledging/short sales; reinforces alignment |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee overseeing pay‑for‑performance structure and clawback policies; robust attendance (≥93% for directors), strong committee‑level attendance; ownership aligned via RSUs and guideline compliance; no pledging; no related‑party transactions; say‑on‑pay support 91.6% in 2024.
- Committee effectiveness signals: Compensation Committee responsibilities include CEO pay evaluation, equity/bonus plan approvals, stock ownership guidelines, incentive risk assessment, clawback policies, and director compensation framework—indicating comprehensive governance remit under Lauer’s chairmanship.
- Potential watch‑items (not currently red flags): Prior Worldpay board service amid ongoing commercial agreements between FIS and Worldpay post‑separation; Lauer no longer serves on Worldpay’s board, and company reports no related‑party transactions—mitigates conflict concerns.
- Shareholder engagement: Board‑led program with independent director participation; prior disclosures show Lauer’s leadership in compensation‑related engagements as Comp Chair—positive signal for investor responsiveness.
Director Compensation (detail)
| Metric | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash | $180,000 | Board retainer + CC chair fee + CGNSC member fee |
| Stock awards (RSUs, grant-date fair value) | $214,974 | Annual director equity grant; RSUs vest after one year |
| All other compensation | $0 | Dividends paid only upon RSU vesting; Lauer reported none |
| Total | $394,974 | Aggregate 2024 compensation as a director |
Independence, Attendance & Engagement
- Independence: Independent under NYSE standards; all Board committees comprised entirely of independent directors.
- Attendance: Board met 6 times in 2024; each director attended ≥93% of Board/committee meetings; Compensation Committee (5 meetings; 96% attendance), CGNSC (5; 100%), Audit (12; 100%), Risk & Technology (4; 100%).
- Executive sessions: Independent directors meet regularly without management.
- Say‑on‑pay: 91.6% support at 2024 annual meeting—signal of investor confidence in compensation governance.