Kourtney Gibson
Director at FIS
Board
About Kourtney K. Gibson
Independent director at FIS since 2024; age 43; currently CEO, Retirement Solutions at TIAA (2024–present). She is independent, sits on the Audit Committee and the Risk & Technology Committee, and was appointed to the Board on November 4, 2024. Education: BA in International Finance (University of Miami) and MBA (Northwestern University Kellogg School of Management). Core credentials include executive leadership, financial expertise, banking/financial services, and government/regulatory experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | CEO, Retirement Solutions; SEVP | 2022–present | Leads retirement solutions; executive leadership and financial services expertise |
| Loop Capital Markets | Executive Vice Chairman; President; Head of Fixed Income; Head of Equity | 2005–2022 | Deep capital markets leadership across equities and fixed income |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MarketAxess Holdings, Inc. | Director (public) | 2020–present | Current public company board; committee roles not disclosed in FIS proxy |
| Lululemon Athletica, Inc. | Director (public) | 2020–2023 | Former public company board |
Board Governance
| Area | Detail |
|---|---|
| Independence | FIS Board: eight of nine nominees are independent; committees comprised entirely of independent directors; Gibson is independent |
| Committees | Audit Committee member; Risk & Technology Committee member |
| Committee Chairs | Audit: Nicole Anasenes (Chair); Risk & Technology: Lisa Hook (Chair) |
| Financial Expert | Board determined each Audit Committee member, including Gibson, is an “Audit Committee Financial Expert” under SEC rules |
| Attendance | Board met 6 times in 2024; each current director attended ≥93% of Board and committee meetings; Audit Committee held 12 meetings in 2024 with 100% attendance; Risk & Technology Committee held 4 meetings in 2024 with 100% attendance |
| Board leadership | Independent Chair: Jeffrey A. Goldstein; executive sessions of independent directors held regularly |
| Time-commitment policy | Directors must seek approval before joining additional for‑profit boards/audit committees; Audit members generally limited to ≤2 other audit committees; all directors in compliance |
Fixed Compensation (Director)
| Metric (FY 2024) | Amount |
|---|---|
| Fees earned or paid in cash | $25,833 |
| Stock awards (grant-date fair value) | $125,424 |
| All other compensation | $0 |
| Total | $151,257 |
| Appointment date | November 4, 2024 (pro-rated year) |
Director compensation structure (standard, non-employee): annual Board cash retainer $100,000; annual equity award $215,000 (RSUs); committee member fees: Audit $30,000; Compensation $25,000; Corporate Governance/Nominating/Sustainability $25,000; Risk & Technology $25,000; committee chairs: Audit $65,000; others $55,000; Independent Chair retainer $175,000 and equity $315,000 .
Performance Compensation (Director Equity)
| Element | Grant mechanics | Vesting | Deferral |
|---|---|---|---|
| Annual RSUs | Pro-rated RSU grant upon mid-year appointment; standard annual grant post election | RSUs vest in full one year after grant date, subject to continued Board service | Directors may elect to defer settlement of RSUs until Board service ends |
Notes:
- Directors do not receive options or PSUs; no explicit performance metrics apply to director equity awards; RSUs align director pay with shareholder value via stock price and service-based vesting .
Other Directorships & Interlocks
| Company | Relationship to FIS | Potential Interlock/Exposure |
|---|---|---|
| MarketAxess Holdings, Inc. | Independent director | Financial markets technology adjacency; no related-party transactions reported by FIS since Jan 1, 2024 |
| Lululemon Athletica, Inc. (former) | Former independent director | Consumer retail; no related-party transactions reported |
- FIS Related Person Transactions Policy overseen by Corporate Governance, Nominating & Sustainability Committee; no related person transactions requiring disclosure since Jan 1, 2024 (reduces conflict risk) .
- FIS time-commitment policy and pre-approval for additional boards mitigate overboarding risks; Audit Committee service limits also apply; all directors compliant .
Expertise & Qualifications
- Executive leadership; global business; financial expertise; public company board experience; human capital; government/regulatory; financial technology; banking/financial services .
- Audit Committee Financial Expert designation affirms technical accounting/oversight proficiency .
- Education: BA (International Finance), University of Miami; MBA, Kellogg School of Management (Northwestern) .
Equity Ownership
| Item | Value |
|---|---|
| Common shares beneficially owned (as of Apr 14, 2025) | 0 (less than 1% of shares outstanding) |
| Unvested or deferred RSUs (as of Dec 31, 2024) | 1,451 units |
| Stock options | None disclosed for directors |
| Pledging/Hedging | No pledging by current directors/officers; hedging prohibited under governance policies |
| Ownership guideline | Directors must hold ≥5x annual cash retainer; all serving directors either met or are within 4-year transition period |
Governance Assessment
- Board effectiveness: Gibson adds capital markets and retirement industry expertise to Audit and Risk oversight; Audit Committee Financial Expert designation strengthens financial reporting oversight .
- Independence & engagement: Independent director with strong attendance; serves on two key oversight committees with full-year committee attendance reported at 100% for 2024 .
- Pay alignment: Director compensation is balanced between cash retainer and RSUs with one-year cliff vesting; equity deferral available to enhance long-term alignment; no options or PSUs, limiting risk of inappropriate incentives .
- Ownership alignment: RSUs outstanding; subject to 5x retainer stock ownership guideline with transition period for new directors—appropriate for November 2024 appointee .
- Conflicts/related-party exposure: No related person transactions disclosed; time-commitment and audit committee service policies reduce overboarding/conflict risks .
- Shareholder signals: FIS’s 2024 say-on-pay support at 91.6% and continued emphasis on governance (independent Chair, executive sessions) underpin investor confidence in board oversight .
RED FLAGS
- None identified in FIS disclosures: no related-party transactions, no Section 16(a) filing delinquencies, no pledging; strong attendance and independence .