Mark Benjamin
Director at FIS
Board
About Mark D. Benjamin
Independent director at FIS since 2023, age 54, with prior CEO experience at Nuance Communications and senior leadership roles at NCR and ADP, bringing technology, financial technology, business transformation, and executive leadership expertise to the board . He holds a BA in International Finance and Marketing from the University of Miami . He is independent under NYSE standards; eight of nine FIS director nominees are independent, and committees are comprised entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuance Communications, Inc. | Chief Executive Officer and Director | 2018–2023 | Led AI-driven enterprise software; CEO experience relevant to tech oversight |
| NCR Corporation | President & Chief Operating Officer | 2016–2018 | Operating leadership in fintech-adjacent hardware/software |
| Automatic Data Processing (ADP), Inc. | Various roles incl. President, Global Enterprise Solutions | 1992–2016 | Large-scale enterprise and HR/payroll technology background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PTC Corp. | Director (current) | 2021–present | Only current public board listed (technology software) |
Board Governance
- Committee assignments: Compensation Committee (member) and Risk & Technology Committee (member); not a chair .
- Independence and engagement: Independent director; FIS reports eight of nine director nominees independent and committees fully independent . Each director attended at least 93% of Board and committee meetings; Board met 6 times in 2024 .
- Committee effectiveness and cadence:
- Compensation Committee: 5 meetings in 2024; 96% attendance (committee-level) .
- Risk & Technology Committee: 4 meetings in 2024; 100% attendance (committee-level) .
- Stock ownership and conduct policies: Directors must meet 5× annual cash retainer ownership; hedging/pledging prohibited; all directors met or were within the 4-year transition window at year-end 2024 .
- Time-commitment controls: Directors must seek pre-approval before joining additional for-profit boards/audit committees; company states all directors are currently in compliance .
Fixed Compensation
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $100,000 | Independent Chair: $175,000 |
| Annual Equity Award (RSUs) | $215,000 grant-date fair value | Granted after annual meeting; one-year cliff vest |
| Committee membership fees | $25,000 per committee (Comp; CGNSC; RTC) | Committee chair: $55,000; Audit member $30,000, chair $65,000 |
| Deferred compensation | Up to 100% of fees may be deferred; equity settlement may be deferred | Cash deferrals into plan; equity deferral until board service ends |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Mark D. Benjamin | 137,500 | 214,974 | 9,511 | 361,985 |
| Footnotes | Grant-date fair value (ASC 718) | RSU dividends paid in cash upon vesting | ||
| Citations |
Performance Compensation
- FIS directors receive time-based RSUs (no performance metrics); grants vest in full one year after grant date, with settlement soon after vesting unless deferred under the Board equity deferral program .
| Equity Element | Detail | Amount / Shares | Vesting | Citations |
|---|---|---|---|---|
| 2024 Annual RSU Award | Grant-date fair value | $214,974 | One-year cliff vest | |
| RSUs outstanding (12/31/2024) | Unvested or deferred RSUs | 2,826 shares | See above vesting/deferral |
Other Directorships & Interlocks
- Current public company board: PTC Corp. (technology software); no disclosed interlocks with FIS suppliers/customers/competitors and no related party transactions requiring disclosure since January 1, 2024 .
- Board-level independence and consultant independence maintained; compensation consultant Meridian provided no other services to the company .
Expertise & Qualifications
- Skills cited by FIS: Executive leadership, global business experience, financial expertise, public company board experience, human capital management, M&A/capital allocation, technology, business transformation, financial technology, digital transformation .
Equity Ownership
| Holder | Shares Owned | Options | Percent of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| Mark D. Benjamin | 7,695 | 0 | <1% | None pledged; hedging/pledging prohibited | RSUs vesting within 60 days included in ownership per methodology; no Section 16(a) delinquencies reported |
| Citations |
Governance Assessment
- Strengths
- Independent director with deep operating/technology background and prior CEO experience; placed on Risk & Technology and Compensation committees aligned to skill set .
- High engagement culture: Board met six times; each director ≥93% attendance; committees show strong attendance rates .
- Alignment policies: 5× retainer ownership guideline; hedging/pledging prohibited; clawback policies in place; no pledged shares by current directors/officers .
- Transparent director pay structure (cash retainer + equity RSUs); Benjamin’s 2024 total $361,985 with $214,974 equity; dividends only upon RSU vesting (no guaranteed extras) .
- Shareholder support signal: 2024 say‑on‑pay approved with 91.6% support, reflecting broader confidence in compensation governance .
- Potential risks/flags to monitor
- Multiple external commitments: time-commitment policy mitigates risk; currently compliant, but ongoing monitoring advisable given external PTC board .
- Related parties: none disclosed since Jan 1, 2024; continue to monitor as assignments evolve .
- Performance linkage for directors: equity is time-based (no performance metrics); while common in market practice, investors may prefer elements that link director equity to longer holding periods—FIS offsets via ownership guidelines and deferral options .
Overall, Benjamin’s committee placements and independence support board effectiveness in tech risk oversight and pay governance, with strong attendance and clean related‑party profile—positive signals for investor confidence .