Lisa Hook
Director at FIS
Board
About Lisa A. Hook
Independent director of FIS since 2019; age 67; former President & CEO of NeuStar, with prior executive roles at AOL and Time Warner; JD (Penn State Dickinson) and BA (Duke). She chairs FIS’s Risk & Technology Committee and sits on the Audit and Executive Committees; the Board classifies her as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NeuStar, Inc. | President & CEO; COO | 2008–2019 | Led data/telecom scaling; governance and enterprise risk expertise |
| Sunrocket, Inc. | President & CEO | 2006–2007 | VoIP leadership; operational transformation experience |
| America Online (AOL) | President, AOL Anywhere; President, Broadband, Premium & Developer Services | 2001–2004 | Digital product leadership; technology strategy |
| Time Warner, Inc. | Executive and special advisory roles | 1989–1995 | Corporate strategy; regulatory navigation |
| Federal Communications Commission | Legal Advisor to the Chairman | 1987–1989 | Policy/regulatory expertise |
| Viacom International, Inc. | Senior Attorney | 1985–1987 | Legal foundation; governance perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philip Morris International Inc. | Director | 2018–present | Public company board experience; global operations oversight |
| Nokia Corporation | Director | 2022–present | Technology oversight; digital transformation insights |
| RB Global (Ritchie Bros.) | Former Director | 2021–2023 | Marketplace operations; sale-side governance |
| Partners Group Holdings | Former Director | 2020–2021 | Private markets perspective |
| Unisys Corporation | Former Director | 2019–2021 | Enterprise technology governance |
| Worldpay, Inc. | Former Director | 2015–2019 | Payments sector insight; acquired by FIS |
| NeuStar, Inc.; RELX plc & NV | Former Director | 2006–2019 (RELX 2006–2016) | Data/analytics and information services governance |
Board Governance
- Committee assignments: Chair, Risk & Technology Committee; Member, Audit Committee; Member, Executive Committee .
- Independence: The Board determined all non-employee directors (including Hook) are independent under NYSE standards; committees composed entirely of independent directors .
- Attendance and engagement:
- Board met 6 times in 2024; each current director attended at least 93% of Board and committee meetings .
- Audit Committee: 12 meetings in 2024; 100% attendance (Hook is a member) .
- Risk & Technology Committee: 4 meetings in 2024; 100% attendance (Hook is Chair) .
- Executive Committee: 0 meetings in 2024 .
- Skill coverage: Executive leadership, ERM/cybersecurity, technology/digital transformation, M&A/capital allocation, government/regulatory .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Annual Board Retainer | 100,000 | 100,000 | Standard director retainer |
| Committee Fees – Audit (Member) | 30,000 | 30,000 | Audit member fee |
| Committee Fees – Risk & Technology (Chair) | 55,000 | 55,000 | Chair fee |
| Total Cash Fees Earned | 185,000 | 185,000 | Sum of retainer + committee roles |
| Annual Equity Award (RSUs, grant-date fair value) | 215,015 | 214,974 | Granted after annual meeting; one-year cliff vest |
| All Other Compensation (RSU dividends paid on vest) | — | — | Directors receive cash dividends only upon vesting |
| Total Director Compensation | 400,015 | 399,974 | Year-over-year stable |
- Equity form/vesting: Non-employee directors receive RSUs equal to annual equity award; grants vest in full on the one-year anniversary, unless settlement is deferred under the Board equity deferral program .
- Deferrals: Directors may defer up to 100% of Board and committee fees (cash) and elect to defer settlement of annual equity grants until Board service ends .
Performance Compensation
- FIS does not use performance-based equity (e.g., PSUs) or options for non-employee directors; equity is time-based RSUs vesting after one year. No director-specific revenue/EBITDA/TSR metrics or bonus formulae disclosed for directors .
Other Directorships & Interlocks
| Company | Overlap Risk/Interlock | Notes |
|---|---|---|
| Philip Morris International; Nokia | Low | No disclosed related-party transactions; FIS is fintech serving institutions; PMI/Nokia are not named FIS counterparties . |
| Worldpay (former) | Historical | Former board role pre-acquisition; FIS separated Worldpay in 2024; related commercial agreements described at company level, not director-specific . |
Expertise & Qualifications
- Deep ERM/cybersecurity oversight (chairs R&T Committee; quarterly CISO/CRO briefings to committee) .
- Technology and digital transformation leadership from AOL/NeuStar; regulatory background from FCC advisor role .
- M&A, capital allocation, global operations experience; public-company governance across multiple sectors .
Equity Ownership
| Metric | As of Apr 8, 2024 | As of Apr 14, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 7,897 | 7,897 |
| Options (Exercisable within 60 days) | 0 | 0 |
| Deferred/Unvested RSUs (Board equity deferral or unvested balance) | 9,004 (as of Dec 31, 2023) | 11,830 (as of Dec 31, 2024) |
| Ownership as % of Outstanding | <1% | <1% |
| Shares Pledged | None (policy and disclosure) |
- Ownership guidelines: Directors must hold 5x annual cash retainer; as of Dec 31, 2024, all serving non-employee directors met or were within the four-year transition period . Directors may count fully vested shares and deferred RSUs toward guidelines; executives must hold 50% of vested equity until guidelines are met .
Fixed vs Performance Compensation Mix (Director)
- Fixed cash + time-based RSUs; no meeting fees beyond retainer/committee fees; no options or PSUs for directors .
- Year-over-year equity grant value stable; cash fees aligned to chair/member roles (Audit, R&T) .
Governance Assessment
- Committee leadership: Hook’s chair role over R&T places her at the center of cyber/data security oversight, ERM reporting and technology strategy (AI/ML monitoring). 2024 R&T attendance was 100%, indicating strong engagement .
- Independence and overboarding: Board time-commitment policy permits retired directors up to three outside public boards; Hook serves on two (PMI, Nokia), within policy. Directors must seek prior approval for additional boards; all directors compliant .
- Attendance: Board-level attendance at least 93%; Hook’s committees recorded perfect attendance in 2024; Audit 100% attendance across members; R&T 100% .
- Alignment safeguards:
- Hedging/pledging prohibited; none of Hook’s or other directors’ shares pledged/hedged .
- Stock ownership guidelines enforced; directors met/within transition .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
- Shareholder signals: Say-on-pay support improved and remained strong—2024 proxy notes 91.6% support at 2024 meeting; 2025 8-K shows 428,510,525 “FOR,” 29,188,658 “AGAINST,” 664,654 abstentions (broker non-votes excluded) .
- RED FLAGS: None identified in filings regarding (i) related-party transactions, (ii) hedging/pledging, (iii) low attendance, (iv) tax gross-ups or excessive perquisites for directors. Committee structure remains independent; Audit financial expert designation applies to all members including Hook .
Compensation Committee Analysis (context for Board governance)
- Compensation Committee is fully independent; uses Meridian Compensation Partners as independent consultant; reviewed peer group and program changes to align pay-for-performance post-Worldpay separation .
- Governance practices include clawback policy per NYSE/Dodd-Frank and prohibition on hedging/pledging; annual risk assessment of compensation programs .
Director Compensation Detail (Structure)
| Fee Type | Member ($) | Chair ($) |
|---|---|---|
| Audit Committee | 30,000 | 65,000 |
| Compensation Committee | 25,000 | 55,000 |
| Corporate Governance, Nominating & Sustainability | 25,000 | 55,000 |
| Risk & Technology Committee | 25,000 | 55,000 |
| Annual Board Retainer | 100,000 (Director) | 175,000 (Independent Chair) |
| Annual Equity Award (RSUs) | 215,000 (Director) | 315,000 (Independent Chair) |
Hook’s 2024 cash total of $185,000 reconciles directly: $100,000 board retainer + $55,000 R&T chair + $30,000 Audit member .
Risk Indicators & Red Flags (screened)
- Legal proceedings/SEC investigations: None disclosed specific to Hook .
- Hedging/pledging of company stock: Prohibited; none disclosed for current directors .
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Say-on-pay vote: Strong approval (91.6% in 2024 proxy; robust FOR votes in 2025 8-K) .
- Overboarding: Within Board policy limits; approval required for any additional boards .
Summary Implications for Investors
- Strong governance posture and independence, with Hook’s committee leadership directly tied to high-salience risk domains (cybersecurity/ERM/technology), and perfect committee attendance strengthens confidence in oversight quality .
- Compensation and ownership alignment safeguards (stock ownership guidelines, hedging/pledging ban, no related-party transactions) reduce conflict risk and enhance alignment with shareholder interests .
- External directorships (PMI, Nokia) expand technology and global risk perspectives; current service levels are within FIS overboarding policy, mitigating time-commitment risk .