James Kehoe
Fidelity National Information ServicesAbout James Kehoe
FIS Corporate Executive Vice President and Chief Financial Officer since August 21, 2023; age 62 as of April 14, 2025; prior CFO roles at Walgreens Boots Alliance and Takeda, and 25+ years at Kraft Foods culminating as EVP & CFO . In 2024, FIS delivered 37% TSR (81st percentile of the S&P 500), 4% Adjusted Revenue Growth, and expanded Adjusted EBITDA margin to 40.8% (+64 bps), with the annual bonus plan paying at 95.9% of target and 2024 PSUs earning at 150% for the first measurement year (before the CEO/CFO rTSR modifier) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Executive Vice President & Chief Financial Officer | 2018–2023 | Top finance leadership at a global retailer/healthcare company |
| Takeda Pharmaceutical Company Limited | Chief Financial Officer; Board Member | 2016–2018 (CFO); 2017–2018 (Board) | Global biopharma finance leadership and board oversight |
| Kraft Foods / Kraft Foods Group, Inc. | Various finance roles culminating as EVP & CFO | ~25 years (multiple assignments) | Senior finance leadership across multiple geographies and businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Takeda Pharmaceutical Company Limited | Board Member | 2017–2018 | CFO concurrently |
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 355,469 | 975,000 | 2024 base aligned to employment agreement; no increase from 2023 offer-year rate |
| Target Annual Bonus (% of Base) | 150% | 150% | Employment agreement minimums specify 150% target |
| Actual Annual Bonus Paid ($) | 761,056 | 1,402,538 | Company AIP payout factor 95.9% of target overall in 2024 |
| All Other Compensation ($) | 35,586 | 10,350 | Primarily benefits perquisites; Company does not provide significant perquisites |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Target Setting Basis | Result/Payout | Notes/Vesting |
|---|---|---|---|---|
| Revenue (FX-adjusted) | 40% | Aligned to 2024 budget/guidance | 94.8% payout factor; weighted 37.9% | Paid after audit; negative discretion allowed |
| Adjusted EBITDA (FX-adjusted) | 40% | Aligned to 2024 budget/guidance | 95.1% payout factor; weighted 38.0% | Measure excludes non-operational items |
| Future Forward cash savings | 10% | Program scorecard | 140% payout after negative discretion from 179% | Transformation cash savings |
| Net Promoter Score | 10% | Program scorecard | 60% payout; weighted 6.0% | Customer experience focus |
| Total AIP Payout | — | — | 95.9% of target | Bonus subject to Committee approval post-audit |
Long-Term Incentives (granted March 8, 2024)
| Award Type | Target Grant Value ($) | Core Performance/Terms | Vesting |
|---|---|---|---|
| PSUs | 3,900,000 | 50% Adjusted Revenue Growth, 50% Adjusted EPS Growth measured annually, banked over 3 years; CEO/CFO subject to +/-25% 3-year rTSR modifier vs S&P 500 | Cliff vest after 3 years (service in Q1 2027) |
| RSUs | 2,100,000 | Time-based | Ratable annual vesting over three years (2/28/2025, 2/28/2026, 2/28/2027) |
| 2024 PSU Year-1 Earned | — | Earned at 150% for 2024 measurement (before rTSR modifier applicable to CEO/CFO) | Distributed after 3-year cliff, subject to rTSR and service |
Equity Grants & Detail (2024 Grants of Plan-Based Awards)
| Grant | Threshold | Target | Max | Shares/Units | Grant-Date FV ($) |
|---|---|---|---|---|---|
| 2024 PSUs (3/8/2024) | 0% of target with -25% TSR modifier | 56,399 | 250% of target with +25% TSR modifier | Performance-based shares | 4,211,990 |
| 2024 RSUs (3/8/2024) | — | — | — | 30,369 RSUs | 2,100,016 |
| AIP Target ($) | — | 1,462,500 | 2,925,000 | Cash | — |
Multi-Year Summary Compensation (Kehoe)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 355,469 | 9,999,986 (buyout RSU at hire) | 761,056 | 12,852,097 |
| 2024 | 975,000 | 6,312,006 | 1,402,538 | 8,699,894 |
Equity Ownership & Alignment
- Beneficial Ownership and Pledging/Hedging
- Shares beneficially owned: 62,960; <1% of outstanding . None of the shares held by current directors/officers are pledged; hedging and pledging prohibited by policy .
- Outstanding and Unvested Equity (12/31/2024 snapshot)
- RSUs: 90,449 (grant 8/24/2023; two-year ratable vest); 58,568 (grant 3/8/2024; three-year ratable vest) .
- PSUs: 75,200 unearned shares outstanding from 2024 PSU award (subject to performance and 3-year cliff) .
- Vesting Schedule Indicators (potential supply/pressure)
- 2023 RSU buyout (90,449) vests ratably over two years on each anniversary of 8/24/2023; final tranche due 8/24/2025 .
- 2024 RSU grant (58,568) vests ratably on 2/28/2025, 2/28/2026, 2/28/2027 .
- 2024 PSU grant vests in Q1 2027, subject to performance and rTSR modifier for CEO/CFO; earned shares remain at risk until vest .
- Stock Ownership Guidelines
- CFO guideline: 3x base salary; executives must hold 50% of net after-tax shares until compliant; 4 years allowed for compliance. Executives either met guidelines as of 12/31/2024 or were in the transition period .
Employment Terms
- Agreement: Three-year employment agreement effective July 20, 2023 with automatic annual extensions after initial two-year period unless timely notice not to extend .
- Compensation minima: Base salary $975,000; target bonus 150%; minimum annual equity grant fair value $6,000,000 .
- Sign-on and relocation: $1,200,000 cash signing bonus and $500,000 relocation bonus (repayable pro-rata if voluntary resignation within 24 months) .
- Severance (without cause/for good reason; as of 12/31/2024): Estimated cash payment $6,324,576; includes lump sum equal to 2x (base + target bonus), prorated actual-year bonus, COBRA-related cash, and equity to continue vesting per award terms (performance tracked), subject to non-compete/non-solicit compliance .
- Change in Control: Company uses double-trigger vesting under LTI plan; CEO has 3x multiple; for CFO, equity treatment subject to plan terms and award agreements; no tax gross-ups except certain relocation benefits .
- Clawback, Hedging/Pledging: Dodd-Frank/NYSE-compliant clawback policy; hedging/pledging prohibited .
- Related-party transactions: None requiring disclosure since January 1, 2024 .
Compensation Structure Analysis
- Mix and leverage: For CEO/CFO, PSUs are 65% of LTI; RSUs 35%, increasing performance leverage vs prior inclusion of premium-priced options removed in 2024 .
- Metrics and rigor: 2024 AIP weighted 80% financials (Revenue, Adjusted EBITDA) and 20% operating (Future Forward, NPS); targets set consistent with budget/guidance post-Worldpay separation; payout at 95.9% indicates near-target execution .
- PSU design shift: 2024 PSUs emphasize Adjusted Revenue Growth and Adjusted EPS Growth with CEO/CFO 3-year rTSR modifier (+/-25%); 2023 PSUs are 3-year rTSR only and were tracking below target after two years (payout in early 2026) .
- Award modification (red flag to monitor): Following the Worldpay sale, the 2022 PSUs’ 2024 performance goals were modified to match the 2024 PSU framework (retaining a +/-15% annual rTSR modifier); incremental fair value recognized in SCT (e.g., $1,791,262 for CEO; $499,263 for CLO). 2022 PSUs ultimately paid at 81.6% of target overall (final-year 172.5%) .
Say-on-Pay, Peer Group, and Governance
- 2024 Say-on-Pay approval: 91.6% support of votes cast .
- Compensation Committee: Independent; members include Gary L. Lauer (Chair), Mark D. Benjamin, Jeffrey A. Goldstein, Kenneth T. Lamneck, James B. Stallings, Jr. .
- Pay practices: Double-trigger CoC vesting, strong ownership guidelines, clawback; no significant perquisites, no tax gross-ups (except relocation), no SERP, no option repricings .
- Peer group calibration: Late 2024 changes post-Worldpay—removed American Express, DXC Technology, Western Union; added Bank of New York Mellon, S&P Global, Synchrony Financial, MSCI Inc., Tradeweb Markets; post-sale size approx. median of updated peers .
Performance Compensation – Detailed Table (CFO Focus, 2024)
| Metric | Weight | Target | Actual/Status | Payout Impact | Vesting Timing |
|---|---|---|---|---|---|
| AIP Revenue (FX-adjusted) | 40% | 2024 plan/budget | Payout factor 94.8% | 37.9% weighted | Cash paid 2025 after audit |
| AIP Adjusted EBITDA (FX-adjusted) | 40% | 2024 plan/budget | Payout factor 95.1% | 38.0% weighted | Cash paid 2025 |
| AIP Future Forward cash savings | 10% | 2024 scorecard | Negative discretion to 140% (from 179%) | 14.0% weighted | Cash paid 2025 |
| AIP Net Promoter Score | 10% | 2024 scorecard | 60% payout | 6.0% weighted | Cash paid 2025 |
| PSU Adjusted Revenue Growth | 50% of PSUs | Pre-set annual growth targets | 2024 tranche earned 150% (pre-rTSR) | Banked for final average | Cliff vest Q1 2027 |
| PSU Adjusted EPS Growth | 50% of PSUs | Pre-set annual growth targets | 2024 tranche earned 150% (pre-rTSR) | Banked for final average | Cliff vest Q1 2027 |
| rTSR Modifier vs S&P 500 | +/-25% (CEO/CFO only) | 3-year period | 2024 single-year rTSR at 81st percentile (modifier applied at end of 3 years) | Adjusts earned PSU shares at end | Cliff vest Q1 2027 |
Risk Indicators & Red Flags
- Equity award goal modifications (2022 PSU changes) post-Worldpay are notable; Committee retained annual rTSR modifier and documented rationale to align with go-forward business metrics .
- 2023 TSR-based PSUs tracking below target as of 12/31/2024, creating downside payout risk into early 2026 .
- No hedging/pledging; robust clawback policy; no related-party transactions disclosed since 1/1/2024 .
Investment Implications
- Near-term selling pressure watch: Multiple RSU tranches vest in 2025–2027 (two-year 2023 buyout RSU final tranche on 8/24/2025; three-year 2024 RSUs on 2/28 annually), and 2024 PSUs cliff-vest in Q1 2027—monitor Form 4s around these dates for potential liquidity events .
- Alignment: High at-risk mix with CFO PSUs tied to revenue and EPS growth plus 3-year rTSR modifier; 2024 results drove 150% PSU earn (pre-rTSR) and ~96% AIP, supporting pay-performance linkage .
- Retention economics: CFO severance = 2x salary+target bonus with continued equity per award terms (no single-trigger acceleration), double-trigger CoC structure, and strong ownership guideline (3x salary) reinforcing alignment while moderating windfall risk .
- Governance quality: 91.6% Say-on-Pay support, independent Compensation Committee, no gross-ups (except relocation), no SERP, and clawback in place—all supportive of shareholder-friendly design .