Jeffrey Goldstein
Chair of the Board at FIS
Board
About Jeffrey A. Goldstein
Independent Chair of the Board at FIS since 2020; age 69. Former Under Secretary of the U.S. Treasury for Domestic Finance (2009–2011), Managing Director/CFO at the World Bank (1999–2004), and long-time private equity/financial services executive (Hellman & Friedman; BT Wolfensohn/Bankers Trust). Education: BA Economics (Vassar), MA/M.Phil/PhD Economics (Yale) . He currently serves as Independent Chair of FIS, chairs the Executive Committee, and sits on the Compensation and Corporate Governance, Nominating & Sustainability Committees . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Under Secretary for Domestic Finance; Counselor to the Secretary | 2009–2011 | Government/regulatory expertise; crisis-era financial oversight |
| World Bank | Managing Director; Chief Financial Officer | 1999–2004 | Global finance, policy, capital allocation |
| Hellman & Friedman LLC | Managing Director; Senior Advisor; Advisor Emeritus | 2004–2009; 2011–2016; 2019–present | Private equity capital allocation, governance |
| SpringHarbor Financial Group | Chief Executive Officer | 2016–2018 | CEO leadership experience |
| BT Wolfensohn / Bankers Trust | Co‑Chairman; Member, Bankers Trust Management Committee | 1984–1999 | Investment banking, strategy |
| Canapi Ventures | Senior Advisor | 2019–present | Fintech investing; industry network |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank of New York Mellon | Director (current) | 2014–present | Only current public company board listed |
| Westfield Corporation | Director (former) | 2016–2018 | Former public company directorship |
| LPL Financial | Director (former) | 2005–2009; 2011–2013 | Former public company directorship |
| Arch Capital | Director (former) | 2006–2007 | Former public company directorship |
Board Governance
- Roles and independence: Independent Chair; Chair, Executive Committee; Member, Compensation and Corporate Governance, Nominating & Sustainability Committees; independent under NYSE rules .
- Attendance and engagement: In 2024 the Board met 6 times; each director attended more than 93% of Board and committee meetings. Independent directors meet regularly in executive session. Goldstein participated directly in shareholder engagement meetings in late 2024–early 2025 .
- Committee activity (FY2024 meetings): Audit (12), Compensation (5), CGNSC (5), Risk & Technology (4), Executive (0) .
- Chair responsibilities include setting agendas/schedules with the CEO, chairing meetings/executive sessions, coordinating CEO feedback, participating in CEO evaluation, leading communications with shareholders, and serving as Executive Committee Chair .
- Time-commitment and refreshment: Director time-limit policy (retired directors ≤3 other public boards) and mandatory retirement age 75; all directors in compliance. Eight of nine nominees independent; eight new directors in last five years .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $225,000 | Reflects Independent Chair retainer plus committee member fees . Standard schedule: $175,000 Independent Chair retainer; committee member fees: $25,000 (Comp/CGNSC/RTC), $30,000 (Audit) . |
| Equity (2024) | $315,006 | Annual RSU grant for Independent Chair ($315,000 target) . |
| Total (2024) | $540,006 | Stock awards fair value per FASB ASC 718; directors also received dividend equivalents in cash upon vesting (none listed for Goldstein) . |
| Stock ownership guideline | 5x annual cash retainer | All serving non-employee directors met guidelines (or within four-year transition) as of 12/31/2024 . |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity | RSUs with one-year vest; settlement shortly after vesting unless deferred | Not applicable for directors (time-based only) | Vests in full on 1-year anniversary; optional deferral until Board service ends . |
Directors may defer up to 100% of Board/committee fees and defer settlement of equity under the Board deferral programs .
Other Directorships & Interlocks
- Current public board: Bank of New York Mellon (since 2014) .
- No related-person transactions: FIS reports no related-person transactions (Item 404) since January 1, 2024; such transactions require CGNSC review/approval per policy .
Expertise & Qualifications
- Skills matrix: Executive leadership; global business; financial expertise; public company board experience; human capital management; enterprise risk/information security; M&A/capital allocation; government/regulatory; business transformation; financial technology; banking/financial services .
- Education: BA Vassar; MA/M.Phil/PhD Yale (Economics) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 11,098 shares; less than 1% of outstanding . |
| Deferred RSUs | 15,373 RSUs deferred under Board deferral program (not included in “owned” line above) . |
| Options | None reported . |
| Pledging | None of the shares held by current directors/officers have been pledged . |
| Section 16 filings | No delinquencies reported for directors/officers in 2024 . |
Compensation Committee Analysis (context for governance oversight)
- Composition (all independent): Goldstein (member), Lauer (Chair), Benjamin, Lamneck, Stallings .
- Independent consultant: Meridian; retained by and reporting to the Compensation Committee; Committee determined no conflicts of interest .
- Practices: Double-trigger CIC vesting under LTI plan; clawback policy; prohibition on hedging/pledging by executive officers; annual risk assessment of comp programs; annual say-on-pay .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 91.6% of votes cast supported executive compensation .
- Engagement: Independent Chair (Goldstein) participated in late 2024–early 2025 shareholder meetings focused on strategy, board refresh, compensation structure, and ESG. Company sought meetings with holders of >45% of shares and met with >25% .
Risk Indicators & Red Flags
- Related-party/loans: None disclosed for directors/officers in 2024 under Item 404 policy .
- Attendance: Each director attended >93% of Board/committee meetings; Board met six times in 2024 .
- Pledging/hedging: Pledging by directors/officers not present; policies prohibit executive hedging/pledging and maintain clawback .
- Section 16 compliance: No filing delinquencies reported for 2024 .
- Time commitments: Policy in place; all directors in compliance; Goldstein serves on only one other public board (BNY Mellon), within limits .
Governance Assessment
- Strengths for investor confidence:
- Independent Chair structure with robust responsibilities; separation from CEO role; strong committee participation by Goldstein (Compensation and CGNSC) .
- High attendance; active shareholder engagement led by Independent Chair; strong say‑on‑pay support (91.6%) .
- Clear related‑party policy with no transactions reported; stock ownership guidelines met; no pledging; director equity aligns interests .
- Watch items:
- External directorship at BNY Mellon (financial services) warrants routine monitoring for potential interlocks; FIS discloses no related‑person transactions and has review controls in place .
- Executive Committee chaired by Goldstein met 0 times in 2024 (not a concern, but indicates most matters handled by full Board/standing committees) .
Context: Under Board oversight, FIS delivered a 37% TSR in 2024 (81st percentile S&P 500), expanded adjusted EBITDA margins, and executed significant capital returns—supportive of board effectiveness during Goldstein’s chair tenure .