Item 5. Other Information
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Item 5. Other Information
On August 4, 2022, Fidelity National Information Services, Inc. (“Company”) announced that James W. Woodall will step down from his position as Corporate Executive Vice President and Chief Financial Officer, effective November 4, 2022, after over 14 years of distinguished service with the Company. Mr. Woodall joined the Company in 2008 and has been the Chief Financial Officer since 2013. The Company also announced the promotion of its Deputy Chief Financial Officer, Erik Hoag, to succeed Mr. Woodall as Corporate Executive Vice President and Chief Financial Officer, effective November 4, 2022.
Mr. Hoag, age 49, is a 14-year veteran with the Company, who has been instrumental in helping chart the Company’s course through a transformational period of modernization and growth, developing the financial strategy and planning behind several significant mergers, acquisitions and long-term capital spending and investment programs.
Prior to joining the Company, Mr. Hoag held multiple leadership roles in the finance sector including positions at Bank of America, Sun Trust and HSBC. He has also served as a board member of Capco and Reliance Trust.
Mr. Hoag holds dual Bachelor of Science degrees from Florida State University in both finance and economics. He is active in the community as a trustee of Jacksonville’s Museum of Science & History (MOSH) and a member of the University of North Florida’s Business Advisory Council.
In connection with Mr. Woodall's transition, on August 1, 2022, Mr. Woodall and the Company entered into a Transition Agreement (the “Transition Agreement”), pursuant to which Mr. Woodall will provide transition services on a part-time basis with the title of Chief Financial Officer Emeritus from November 4, 2022 (the “Transition Date”) through March 31, 2025 (the “Transition Period”) in order to ensure a smooth transition of the Chief Financial Officer responsibilities. During the Transition Period, Mr. Woodall will be paid a fixed amount of $20,834 per month ($250,000 per year). His transition services during the Transition Period will include supporting Mr. Hoag’s transition into the Chief Financial Officer role (including with respect to quarterly earnings preparation, budgeting, preparation for board meetings and investors calls), serving on the board of directors or managers of up to four of the Company’s subsidiaries, as designated by the Chairman of the Company’s Board of Directors, and acting as a strategic adviser to the Chairman of the Company’s Board of Directors, with his time commitment with respect to such services not to exceed 20% of the average level of services he performed over the 36-month period immediately preceding the Transition Date.
During the Transition Period, if Mr. Woodall’s employment is terminated for any reason, he will be eligible for continued vesting of any unvested equity awards in accordance with the terms of, and dates specified in, the applicable grant agreements, in each case, subject to his (or his personal representative’s or beneficiary’s, as applicable) execution and non-revocation of the Company’s standard form of a general release of claims and his compliance with the restrictive covenants in the applicable grant agreements and his employment agreement. If such termination of Mr. Woodall’s employment was by the Company for a reason other than “cause” or his death or disability, all of his outstanding stock options that are then vested or that vest following the termination date in accordance with the terms of, and dates specified in, the applicable grant agreements will remain exercisable until the expiration date set forth in the applicable grant agreements, while in all other termination scenarios, such options will remain exercisable for 90 days following the effective date of termination or for 90 days following the date such options vest, whichever is earlier. In addition, if Mr. Woodall’s employment is terminated during the Transition Period due to his death or disability, subject to his (or his personal representative’s or beneficiary’s, as applicable) execution and non-revocation of the Company’s standard form of a general release of claims, he will receive a lump sum amount equal to three months’ salary ($62,502 in total).
In connection with the contemplated transition upon the Transition Date, the Compensation Committee of the Board of Directors determined that the payment of certain benefits under his employment agreement with the Company was warranted, including the right to receive severance payments and continued vesting of any equity awards that are unvested as of the Transition Date. Such severance payments and benefits consist of: (i) a lump sum amount representing 200% of the sum of Mr. Woodall’s annual base salary in effect immediately prior to the Transition Date, and the highest annual bonus paid to him by the Company within the three years preceding the Transition Date (or if higher, the target annual bonus in 2022); (ii) 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 Transition 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 Transition Date into an individual policy; (iii) contingent upon the Company’s achievement of the financial targets set by the Compensation Committee for fiscal year 2022 under the Company’s Annual Bonus Plan, a pro-rated annual bonus based upon the actual annual bonus that would have been earned by him for fiscal year 2022, multiplied by the number of days in the 2022 calendar year preceding the Transition Date over 365; and (iv) 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 18 months after the Transition Date and the date he becomes eligible for medical and dental coverage with a subsequent employer. The Company’s obligation to provide the benefits under the employment agreement is contingent on Mr. Woodall’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 Transition Date and his compliance with the restrictive covenants in the applicable grant agreements and his employment agreement. In addition, if he remains employed until the end of the Transition Period, he will be eligible for benefits under the Company’s Qualified Retirement Equity Program, subject to Mr. Woodall’s execution and non-revocation of the Company’s standard form of a general release of claims against the Company within 60 days following the end of the Transition Period and his compliance with the restrictive covenants in the applicable grant agreements and his employment agreement.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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