FIS (NYSE: FIS), which claims to be a global leader in financial services technology, announced that its incoming Chief Executive Officer and Board of Directors have initiated a comprehensive “assessment of the company’s strategy, businesses, operations and structure with the goal of positioning the Company to drive stronger results, increase shareholder value and enhance client services.”
Stephanie L. Ferris, President and incoming Chief Executive Officer, said:
“As I begin my new role as CEO, I am committed to working with our Board and management team to evaluate and pursue the best opportunities for innovation, efficiency and growth, and I am excited to uncover new ways of driving value for all of our stakeholders, including our shareholders and clients. We are taking a hard look at every aspect of our company to define areas for change and develop specific action and improvement plans. The Board and I are fully aligned in implementing this comprehensive review of our businesses. Our goal is to optimize FIS for performance and returns while improving the satisfaction of our clients and employees.”
This comprehensive assessment, “which will be led by Ms. Ferris and the FIS Board, will focus on identifying and optimizing incremental revenue generation, margin improvement and cost reduction opportunities.”
The review will also “evaluate FIS’ business structures and portfolio of assets to ensure optimal configuration and deliver the greatest results for FIS’ clients and shareholders.”
This assessment will “complement and enhance the Company’s ongoing Enterprise Transformation Program.”
The review is “a priority for the Board and the management team, and the Company has not set a specific deadline or timetable for its completion.” The company does “not intend to disclose developments related to the assessments unless and until it determines that further disclosure is appropriate or required by law.”
As part of FIS’ ongoing commitment to Board refreshment, and following the Board’s appointment of two new independent directors earlier this year, the Corporate Governance, Nominating and Sustainability Committee of the Board has “recommended, and the Board has approved, the appointment of a new highly qualified independent director, Mark A. Ernst, to the Board.”
As previously disclosed in the company’s 2022 annual meeting proxy statement, Jeffrey E. Stiefler and Keith W. Hughes will be “retiring from the Board at the 2023 Annual Meeting in accordance with Company policies.”
In addition, as separately announced, the company is also “implementing a new Board leadership structure featuring an Independent Chairman of the Board.”
Jeffrey A. Goldstein on behalf of the FIS Board as Lead Independent Director and incoming Independent Chairman of the Board:
“We’re pleased to welcome Mark to the Board and believe the Company and our stakeholders will benefit from his experience, skills and leadership. The Board is unified in its commitment to enhancing shareholder value and working with urgency, as Stephanie and her leadership team conduct these comprehensive business assessments and chart a path forward to deliver upon our mission for our customers and employees.”
Mr. Goldstein concluded:
“We are grateful for Jeffrey and Keith’s many years of exemplary service as they reach our mandatory retirement age and are thankful for all of their contributions.”
Ms. Ferris said:
“I look forward to the input of Mark, our Board and management team as we engage in these reviews and take the Company forward.”
In connection with this announcement, the company has “entered into a cooperation agreement with the D. E. Shaw group, pursuant to which the D. E. Shaw group has agreed to customary standstill, voting and other provisions.”
Michael O’Mary, a managing director at the D. E. Shaw group, said:
“We are appreciative of our positive and constructive discussions with Stephanie, Jeffrey and the entire FIS Board. The addition of Mark to the Board along with the Board’s commitment to optimize FIS’ business structure, strategy and operations position the Company well to generate significant value for all shareholders. We are confident in Stephanie’s leadership as FIS enters its next phase of growth and look forward to continuing our collaborative work with the Company.”
Goldman Sachs & Co. LLC is “serving as financial advisor” to FIS, and Wachtell, Lipton, Rosen & Katz is “serving as legal counsel.”
In another recent update, it was noted that FIS implements new board leadership structure to drive enhanced shareholder value, as Stephanie L. Ferris assumes CEO role.