Stephanie Ferris
About Stephanie Ferris
Stephanie L. Ferris (age 51) is CEO and President of FIS and has served on the Board since 2022; she previously held senior roles at FIS and Worldpay and began her career at PwC, with a BA in Accounting from Miami University . Under Ferris, FIS delivered 2024 TSR of 37% (81st percentile of the S&P 500), accelerated Adjusted Revenue growth to 4%, and expanded Adjusted EBITDA margin to 40.8% . The Board has an Independent Chair structure, with Ferris a management director and member of the Executive Committee, supporting governance independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FIS | CEO (Dec 2022–present); President (Feb 2022–present); CEVP & CAO (2021–2022); CEVP & COO (2019–2020) | 2019–present | Led Future Forward transformation; divested majority of Worldpay to simplify portfolio and improve capital flexibility |
| Worldpay | CFO (2016–2019); Deputy CFO (2015–2016); GM Merchant Bank & Head of Relationship Mgmt (2013–2015); Head of FP&A (2010–2013) | 2010–2019 | Executed scaling and integration pre/post Vantiv/Worldpay transactions |
| PricewaterhouseCoopers | Public accounting | 1995–2001 | Foundation in audit/accounting; early finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lululemon Athletica Inc. | Director (former) | 2019–2022 | Public company board experience |
Fixed Compensation
| Metric | 2024 | Source |
|---|---|---|
| Base Salary ($) | 1,200,000 | 2025 DEF 14A |
| Target Bonus (% of salary) | 200% | 2025 DEF 14A |
| Actual Annual Cash Incentive ($) | 2,301,600 | 2025 DEF 14A |
| Perquisites (notable) | Personal aircraft use $160,254 | 2025 DEF 14A |
Performance Compensation
2024 Annual Incentive (AIP) – Structure and Payout
| Metric | Weight | Adjusted Result | Payout Factor | Weighted Payout |
|---|---|---|---|---|
| Revenue (USD mm) | 40% | 10,101 | 94.8% | 37.9% |
| Adjusted EBITDA (USD mm) | 40% | 4,129 | 95.1% | 38.0% |
| Future Forward Cash Savings | 10% | Targeted savings achieved (negative discretion applied) | 140% | 14.0% |
| Net Promoter Score | 10% | Balanced scorecard | 60% | 6.0% |
| Total Payout vs Target | — | — | — | 95.9% |
Design notes: AIP weights were increased on financial outcomes (Revenue, Adjusted EBITDA) to emphasize profitability; Future Forward replaced cash flow to focus execution on transformation savings; NPS retained for client-centricity .
Long-Term Incentives (LTI) – 2024 Grants and Vesting
| Element | Grant Date | Target Shares/Value | Metrics/Weight | Earned (2024) | Vesting |
|---|---|---|---|---|---|
| PSUs | 03/08/2024 | 140,998 target PSUs; $9,750,000 grant value | Adjusted Revenue Growth (50%), Adjusted EPS Growth (50); rTSR modifier +/-25% for CEO | 150% for 2024 measurement period (before rTSR modifier) | Cliff in Q1 2027, subject to service; rTSR modifier applied at end of 3-year period for CEO |
| RSUs | 03/08/2024 | 75,922 RSUs; $5,250,000 grant value | Time-based | n/a | Ratable annually over 3 years (Feb 2025/2026/2027) |
| 2022 PSUs (modified for 2024) | 03/08/2024 (mod fair value) | Incremental $1,791,262 (2024 performance criteria aligned to post-Worldpay metrics) | Adjusted Revenue Growth (50%), Adjusted EPS Growth (50); annual rTSR modifier +/-15% | 172.5% for 2024 tranche; total 2022 award earned 81.6% of target shares; aggregate value ≈60.9% of grant target at vest | Cliff vested 02/28/2025 |
Mix and evolution: In 2024, FIS removed premium-priced options and refocused LTI on PSUs to align pay with multi‑year financial goals; for CEO, 80% of total target compensation was equity, with 65% of LTI as PSUs .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Shares Owned (Direct) | 192,952 | |
| Options exercisable within 60 days | 481,862 | |
| Total Beneficial Ownership (incl. options) | 674,814; <1% of outstanding | |
| Shares Outstanding (for % calc) | 525,818,063 | |
| Ownership as % of Shares Outstanding | ≈0.128% (674,814 ÷ 525,818,063) | |
| Unvested 2024 RSUs (at 12/31/2024) | 146,421 | |
| Unearned 2024 PSUs (at 12/31/2024) | 187,998 (subject to performance and rTSR modifier for CEO) | |
| Stock Ownership Guidelines | CEO 10x base salary; CFO 3x; others 2x; Directors 5x retainer | |
| Compliance Status | Executives and directors met or are within 4-year transition period | |
| Hedging/Pledging | Prohibited; none of current directors/executives have hedged or pledged shares |
Option profile: Ferris holds multiple option series (strikes $72.88, $79.21, $82.38, $95.23, $125.39; varying tranches and expiries through 2030) from prior-year awards; at 12/31/2024 close ($80.77), only lower-strike tranches are in-the-money .
Employment Terms
| Provision | Key Terms | Source |
|---|---|---|
| Agreement | 3-year employment agreement (effective Dec 16, 2022); auto-extensions after initial two years unless notice provided | |
| Annual Equity Minimum | ≥$12,000,000 fair value if executive grants are made | |
| Severance (no cause / good reason) | 200% of (base + target bonus) cash; prorated AIP based on actual performance; COBRA coverage plus cash equal to 24 months of premiums; equity vests per grant terms; 300% multiple if termination/resignation in connection with change of control | |
| Equity Vesting on CoC | Double-trigger acceleration for awards granted after Oct 22, 2020 (or under 2022 plan); pre‑2020 single-trigger upon CoC; PSUs not yet completed deemed at least target on CoC | |
| Post-termination (death/disability) | Accrued obligations; prorated bonus at target; continued vesting per agreements | |
| Non-Compete / Non-Solicit | Obligations during employment and for one year post‑termination; confidentiality obligations at all times | |
| Clawback | Dodd‑Frank/NYSE‑compliant; 2024 “little r” restatement resulted in $5,347 recovered from executives for 2023 AIP delta |
Additional: FIS adopted a U.S. Executive Severance Plan (effective Sept 1, 2024) with standardized benefits for designated executives; CEO terms governed primarily by her employment agreement .
Board Governance
- Board service: Ferris is a management director since 2022 and serves on the Executive Committee; Gary L. Lauer chairs Compensation; Kenneth T. Lamneck chairs Corporate Governance, Nominating and Sustainability; Lisa A. Hook chairs Risk and Technology; Audit chaired by Nicole M. Anasenes in 2025 .
- Independence and leadership: FIS maintains an Independent Chair model (Jeffrey A. Goldstein); Board committees are composed entirely of independent directors; Ferris is not independent due to her executive role .
- Attendance and engagement: In 2024, each director attended at least 93% of Board/committee meetings; 2024 say‑on‑pay approval was 91.6% .
- Director compensation: Employee directors (Ferris) receive no director pay; non-employee director fees and equity grants are disclosed separately .
Dual-role implications: Separation of Chair and CEO roles mitigates typical CEO/Chair concentration risks and supports independent oversight; Ferris’ committee participation is limited to the Executive Committee alongside independent directors .
Compensation Structure Analysis
- Mix shift toward PSUs: 2024 removed premium-priced options and increased PSU focus to tie vesting to Adjusted Revenue/EPS growth with rTSR modifier for CEO/CFO; CEO’s LTI 65% PSUs .
- AIP weighting increased on financial metrics, reflecting transformation phase and investor guidance alignment; payout at 95.9% indicates solid execution without overpayment .
- Governance safeguards: No option repricing; robust clawback; prohibition on hedging/pledging; no SERP; strong ownership guidelines; double-trigger CoC equity treatment .
Say-On-Pay & Shareholder Feedback
| Year | Say-on-Pay Support | Notes |
|---|---|---|
| 2024 | 91.6% | Reinforced support for program changes and performance alignment |
| 2023 | 91.96% | Positive response to TSR-based PSUs and premium-priced options |
| 2022 | 64.5% | Subsequently addressed via program redesign and engagement |
Risk Indicators & Red Flags
- Restatement and clawback: Minor “little r” restatement in 2024; clawback applied and recovered, reflecting functioning controls and policy enforcement .
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Hedging/pledging: Prohibited; none reported among current directors/executives .
- Option repricing: Prohibited by plan; none undertaken .
Competitor/Peer Benchmarking
FIS uses a peer group to benchmark pay and performance; after Worldpay separation, the peer set was refined, with Ferris’ LTI value increased to align closer to peer median in 2024 .
Employment & Contracts Summary (Ferris)
| Term | Detail | Source |
|---|---|---|
| Start Date as CEO | December 16, 2022 | |
| Agreement Term | 3 years; auto-renew annually after initial two years | |
| Base + Bonus Targets | 2024 base $1.2M; bonus target 200% | |
| LTI Minimum | ≥$12M annually (if executive grants made) | |
| CoC Treatment | 300% cash multiple; equity accelerated (double-trigger for recent awards) |
Investment Implications
- Alignment: Elevated PSU weighting and stringent ownership/hedging rules align Ferris’ pay with multi-year financial outcomes and shareholder returns; AIP tied to budget/guidance mitigates windfall risk .
- Retention vs. selling pressure: Cliff-vesting PSUs through Q1 2027 and three-year RSU vesting reduce near-term selling pressure; 2022 PSU adjustments improved relevance post-divestiture without outsized windfalls (overall 81.6% shares earned; ~60.9% of initial value at vest) .
- Change-of-control economics: CEO’s 300% CoC multiple and double-trigger equity acceleration are market-competitive; monitor for potential transaction incentives but mitigated by performance gating on PSUs .
- Execution track record: 2024 TSR and margin expansion, alongside disciplined capital returns ($4.8B to shareholders in 2024; dividend increased to $0.40 in Jan 2025), suggest positive momentum under Ferris’ leadership; watch for sustainability of Adjusted EPS growth into 2025/2026 as PSU targets rise due to 2024 outperformance .
Note: All data drawn from FIS 2025 and 2024 definitive proxy statements and related SEC filings; specific award metrics and targets are disclosed where available.