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This excerpt taken from the FIS DEF 14A filed Apr 15, 2009. Introduction
In this compensation discussion and analysis, we provide an
overview of our compensation programs, including the objectives
of such programs and the rationale for each element of
compensation, for William P. Foley, II, our Executive
Chairman; Lee A. Kennedy, our President and Chief Executive
Officer; George P. Scanlon, our Executive Vice President and
Chief Financial Officer; and Gary A. Norcross and Francis R.
Sanchez, who serve as President and Chief Operating Officer,
Transaction Processing Services and President, Strategic
Solutions, respectively, and were our two other most highly
compensated executive officers during 2008. We also discuss the
compensation of Jeffrey S. Carbiener, our former
Executive Vice President and Chief Financial Officer, who
stepped down as an executive officer of the Company in July
2008, following the spin-off of LPS, to become the Chief
Executive Officer of LPS (together with Messrs. Foley,
Kennedy, Scanlon, Norcross and Sanchez, the named executive
officers).
This excerpt taken from the FIS DEF 14A filed Apr 15, 2008. Introduction
In this compensation discussion and analysis, we provide an
overview of our compensation programs, including the objectives
of such programs and the rationale for each element of
compensation, for William P. Foley, II, our Executive
Chairman; Lee A. Kennedy, our President and Chief Executive
Officer; Jeffrey S. Carbiener, our Executive Vice President and
Chief Financial Officer; and Brent B. Bickett and Eric D.
Swenson, who serve as Executive Vice Presidents of Strategic
Planning and Loan Transaction Services, respectively, and were
our two other most highly compensated executive officers during
2007. We also discuss the compensation of Alan L. Stinson, our
Executive Vice President, Finance, who would have been one of
our most highly compensated executive officers had he not
stepped down as an executive officer in May 2007 (together with
Messrs. Foley, Kennedy, Carbiener, Bickett and Swenson, the
named executive officers).
Table of Contents
This excerpt taken from the FIS DEF 14A filed Apr 19, 2007. Introduction
In this compensation discussion and analysis, we provide an
overview of our compensation programs, including the objectives
of such programs and the rationale for each element of
compensation, for our Executive Chairman and our Chief Executive
Officer, as well as our other named executive officers.
We also provide information regarding compensation decisions
made by our former parent company, old FNF, which relate to
compensation paid to our named executive officers. Certain
executives, including Messrs. Foley, Stinson, and Bickett,
provided services during 2006 to both old FNF and FNF, in
addition to us. The compensation committee of old FNF set the
total compensation to be paid to these “shared
executives” for such services, and allocated a portion of
the total compensation to us based on the proportion of each
executive’s time expected to be spent providing services to
us. Our compensation committee reviewed and approved the
allocation. Amounts that we report in this proxy statement
reflect only compensation allocated to and paid by us.
Although we underwent significant organizational changes in
2006, including the consummation of the Certegy Merger in
February 2006 and the FNF Merger in November 2006, our
compensation objectives, as summarized below, remain consistent.
This excerpt taken from the FIS DEF 14A filed Apr 11, 2005.
The Board of Directors is responsible for directing the management of the company. Certegy’s Bylaws provide that the Board of Directors shall consist of not less than five nor more than fifteen directors, with the exact number being set from time to time by the Board. Currently, the Board’s size is set at eight, and the members are divided into three classes. The Board has determined that all of its members, with the exception of Mr. Kennedy, our Chairman and Chief Executive Officer, are independent directors under the listing standards of the New York Stock Exchange.
Upon the recommendation of the Governance Committee, the Board has nominated Charles T. Doyle, Kenneth A. Guenther and Keith W. Hughes for election as Class I directors, to serve for the three-year term expiring in 2008 and until their successors are duly elected and qualified. Messrs. Doyle, Guenther and Hughes currently are Class I directors, and their present terms expire at this year’s annual meeting. At the time of the 2004 annual meeting of shareholders in May 2004, one vacancy existed in the Board’s membership. On July 1, 2004, upon the recommendation of the Governance Committee, the Board elected Mr. Guenther to serve as a Class I Director, thereby filling that vacancy. Mr. Kennedy, our Chairman and Chief Executive Officer, recommended that the Governance Committee consider Mr. Guenther as a possible candidate to fill the then-existing vacancy in the Board’s membership.
All nominees have consented to serve as directors if elected, but, if any of these persons are unable to accept election, proxies will be voted for the election of another candidate recommended by the Board. Proxies cannot be voted for more than three nominees however.
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