The CEO's total reported compensation of $70.3 million for 2025 is exceptionally high for the leader of a company whose stock fell nearly 75% during the year and whose shareholders have experienced a 3-year total return of -49.5% while the peer group median returned +5.0% — a gap of more than 54 percentage points. While the company appropriately zeroed out the annual cash bonus for missing targets, the bulk of Mr. Lyons's pay consisted of large replacement and sign-on awards that vest regardless of Fiserv's own performance outcomes, effectively functioning as fixed pay disguised as variable pay, which is exactly the condition our policy flags as a No vote. Additionally, the board granted Mr. Lyons a supplemental retention equity award worth approximately $30 million in early 2026 — before he had completed even a full year as CEO — at a time when shareholders were still absorbing devastating losses, and this level of discretionary above-benchmark incentive pay is not consistent with the shareholder experience.

The fees paid to Deloitte for services other than the core audit — including audit-related work such as service organization reports and registration statement reviews ($11,142,000) plus tax consulting ($1,581,000), totaling $12,723,000 — exceed the core audit fee of $12,211,000 by a ratio of roughly 104%, well above the 50% threshold in our policy; a non-audit relationship this large relative to the audit itself raises concerns about whether the auditor can remain fully independent from management. Deloitte is a Big 4 firm appropriate in size for a company of Fiserv's scale, so auditor adequacy is not a concern, but the fee ratio alone is sufficient to warrant a No vote.