First Data 2014 Annual Report Download - page 118

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In 2014, we continued to broaden and deepen our talent pool to best position ourselves for future growth and advancing the mission of providing solutions
to help our clients succeed. Additions to the leadership team in 2014 included: Cynthia Armine-Klein, Chief Control Officer, on May 12, 2014; Sanjiv Das,
EVP International Regions, on April 21, 2014; Michael K. Neborak, EVP Director of Finance, on July 14, 2014; and board member Joseph J. Plumeri, Vice
Chairman and head of Client Delivery, Innovation and Marketing on June 1, 2014. Compensation for the new executives at First Data was set at a level
reflecting their established positions and their decisions to forgo other professional opportunities.
Consistent with these appointments, in 2014, the Governance, Compensation and Nominations Committee (the Committee) of First Data Corporation (FDC)
reinforced a total compensation philosophy and significantly strengthened the emphasis on equity-based and performance-based pay for its executives and
all employees.
In concert with First Data's compensation philosophy based on wealth-creation via equity value creation, the compensation packages of both new and
continuing executives in 2014 were structured to be predominantly in the form of First Data equity. Messrs. Neborak and Plumeri made personal investments
in First Data stock during 2014. Equity heavy compensation practices also ensure executive alignment with the long-term interests of the Company, its
clients and shareholders.
2014 was a foundational year for First Data, with a number of significant accomplishments. First Data Holdings Inc. (Holdings), the parent company of FDC
completed a $3.5 billion capital raise, and contributed approximately $2.5 billion of capital to FDC to strengthen our balance sheet. Many of First Data's
businesses experienced growth in revenue and profitability during 2014, including credit and retail private label processing, output services and STAR
network in the Financial Services segment; Money Network and TransArmor in the Merchant Solutions segment and many geographies and markets in the
International segment. New innovative and powerful products designed to help clients grow their businesses - Clover Station and Insightics - were launched.
The acquisitions of Gyft and Perka further expanded our suite of innovative products for consumers and businesses. We partnered with Apple to support
Apple Pay.
Developments:
On March 10, 2014, Frank Bisignano was voted Chairman of First Data’s Board of Directors, in addition to his role as Chief Executive Officer. Mr. Bisignano
assumed the role from Joe Forehand, who had served as First Data chairman since March, 2010, and remains on the First Data Board of Directors.
On May 13, 2014, First Data’s Board of Directors named Joseph J. Plumeri Vice Chairman of First Data and on June 1, 2014 Mr. Plumeri was hired by the
Company to lead Client Delivery, Innovation, and Marketing.
On April 17, 2014, we announced the departure of Ray E. Winborne, Executive Vice President & Chief Financial Officer.

The Committee reviews and approves all aspects of the Company’s compensation programs for its executive officers. Specifically, under its charter, the
Committee:
· establishes the Company’s compensation philosophy;
· evaluates performance and sets compensation for the Company’s executive officers;
· oversees regulatory compliance with respect to compensation matters; and
· delegates to and monitoring various subcommittees with responsibility for administrative and legal compliance for retirement and benefit plans.
During 2014, the Committee was comprised of Scott C. Nuttall (Chairperson), Joe W. Forehand, and Henry R. Kravis. All of the foregoing individuals are
affiliated with Kohlberg Kravis Roberts & Co. (KKR) and, therefore, not deemed independent Directors. Disclosure of payments between the Company and
KKR affiliates is included in Item 13 “Certain Relationships and Related Transactions, and Director Independence” of this Form 10-K.
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