Fidelity National Information Services, Inc. appointed Stephanie Ferris as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 18, 2022, Fidelity National Information Services, Inc. (the "Company") announced that Gary A. Norcross will step down from his position as Chief Executive Officer, effective December 31, 2022 (the "Transition Date") and assume a new role as Executive Chairman of the Company's Board of Directors on January 1, 2023. The Company also announced that Stephanie L. Ferris, currently the Company's President, has been appointed to the Company's Board of Directors, effective October 18, 2022 and Stephanie Ferris will assume the role of President and Chief Executive Officer, effective January 1, 2023. 


In connection with the foregoing, on October 18, 2022, Gary Norcross and the Company entered into an amended and restated employment agreement (the "Executive Chairman Agreement"), which provides for a one-year term, an annual base salary of $800,000 and a target annual bonus of 150% of the annual base salary. Mr. Norcross will continue to be eligible to participate in the Company's health and welfare benefits and retirement savings plans provided to executives, and will also be eligible for a restricted stock unit grant with a grant date fair value of $10,000,000 to be granted on or prior to December 31, 2022, vesting in full on December 31, 2023, subject to continued service through the vesting date. Under the Executive Chairman Agreement, following the one-year term or upon an earlier termination of his employment by the Company for any reason other than "cause," by Mr. Norcross for "good reason," or by reason of his death or disability, Mr. Norcross will be entitled to severance benefits generally consisting of (i) a lump sum amount representing 300% of the sum of Mr. Norcross's annual base salary in effect immediately prior to the Transition Date and the target annual bonus in effect immediately prior to the Transition Date); (ii) any earned but unpaid annual bonus payments relating to the prior calendar year; (iii) contingent upon the Company's achievement of the financial targets set by the Compensation Committee under the Company's Annual Bonus Plan, a prorated annual bonus based upon the actual annual bonus that would have been earned by him for the year in which the termination date occurs; (iv) a lump sum amount representing the sum of 36 months' medical and dental COBRA premiums based on the level of coverage in effect on the termination date and 36 months' life insurance premiums based on the monthly premiums that would be due assuming conversion of the Company's life insurance coverage in effect on the date of the notice of termination into an individual policy; (v) subject to his payment of full monthly premiums for COBRA coverage, continued medical and dental coverage on the same basis as provided to the active executives and their dependents until the earlier of 36 months after the date of termination and the date he becomes eligible for medical and dental coverage with a subsequent employer; and (vi) immediate vesting of all outstanding and unvested equity-based awards (except that performance stock units will be treated in accordance with the applicable award agreements). The Company's obligation to provide the benefits under the Executive Chairman Agreement is contingent on Mr. Norcross's execution and non-revocation of the Company's standard form of a general release of claims against the Company within 60 days of the termination date. 


On October 18, 2022, Stephanie Ferris and the Company entered into an amended and restated employment agreement (the "CEO Agreement"), which provides for a three-year term commencing on January 1, 2023 (automatically renewing for an additional one-year term on January 1, 2025 and for an additional year on each anniversary thereafter, unless either party gives a notice of non-extension), an annual base salary of $1,000,000 and a target annual bonus of 200% of the annual base salary. Ms. Ferris will continue to be eligible to participate in the Company's health and welfare benefits and retirement savings plans provided to executives, and will also be eligible for a restricted stock unit grant with a grant date fair value of $12,000,000 to be granted during the first quarter of 2023, with 65% of the award subject to performance-based vesting conditions and 35% of the award subject to time-based vesting conditions. For annual grants beginning in 2024 and during the employment term, if made to executive officers of the Company in the ordinary course of business, subject to the Compensation Committee's approval, Ms. Ferris will be granted an annual equity grant with a target grant date value of not less than approximately $12,000,000 at the time such grants are made to other executive officers of the Company. 


Pursuant to the CEO Agreement, in the event that Ms. Ferris is terminated by the Company for any reason other than for "cause" or her death or disability or by the executive for "good reason," Ms. Ferris will be entitled to 


severance benefits generally consisting of (i) a lump sum amount representing 200% of the sum of Ms. Ferris's annual base salary in effect immediately prior to the termination date and the target annual bonus in the year of termination; provided, that, if such termination occurs upon or during the 90-day period preceding or the two-year period following a change in control of the Company, the cash severance multiple will be 300%; (ii) any earned but unpaid annual bonus payments relating to the prior calendar year; (iii) contingent upon the Company's achievement of the financial targets set by the Compensation Committee under the Company's Annual Bonus Plan, a prorated annual bonus based upon the actual annual bonus that would have been earned by her for the year in which the termination date occurs; (iv) a lump sum amount representing the sum of 24 months' medical and dental COBRA premiums based on the level of coverage in effect on the termination date; (v) subject to her payment of full monthly premiums for COBRA coverage, continued medical and dental coverage on the same basis as provided to the active executives and their dependents until the earlier of 18 months after the date of termination (or such later date that Ms. Ferris remains eligible for COBRA or similar coverage pursuant to applicable state law)and the date she becomes eligible for medical and dental coverage with a subsequent employer; and (vi) (A) solely with respect to equity awards granted prior to the end of calendar year 2025, continued vesting of outstanding and unvested equity-based awards on the dates specified in the applicable award agreements (except that any awards subject to performance criteria will only vest based on the satisfaction of such performance criteria in accordance with the applicable award agreements) and (B) with respect to equity awards granted after calendar year 2025, vesting solely to the extent provided in the applicable award agreements governing such unvested awards, which shall be no less favorable than those provided to executives of the Company generally. However, in the event of such termination upon or during the 90-day period preceding or the two-year period following a change in control of the Company, all outstanding and unvested equity-based award held by Ms. Ferris as of the termination date will become immediately and fully vested as of the later of the termination date or the date of the change in control of the Company (and in the case of performance stock units for which the performance period has not yet completed vesting shall be at not less than 100% of target). In addition, under the CEO Agreement, in the event that the Company gives Ms. Ferris a notice of its intention not to extend the employment term beyond the initial three-year term (or any extended employment term following the initial three-year term), Ms.Ferris may elect to terminate her employment at any time following the four-month anniversary of the date of such notice (or such earlier date mutually agreed between the Company and Ms. Ferris), and Ms. Ferris will be entitled to receive the same benefits described above as if such termination were a termination by the Company other than for "cause." The Company's obligation to provide the benefits under the CEO Agreement is contingent on Ms. Ferris's execution and non-revocation of the Company's standard form of a general release of claims against the Company within 60 days of the termination date.


The foregoing description of the Executive Chairman Agreement and the CEO Agreement does not purport to be complete and is qualified in its entirety by reference to the Executive Chairman Agreement and the CEO Agreement.


A copy of the press release announcing Mr. Norcross's and Ms. Ferris's transition is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.