16 |
Broadridge |
2023 Proxy Statement |
Proposal 1 - Election of Directors
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image062.jpg) |
Brett A. Keller
Independent
Director Since: 2015
Age: 55
Committee Membership: Audit, Compensation
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Background: |
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OTHER QUALIFICAtions: |
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Chief Executive Officer, priceline.com LLC, a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., since 2016
■Chief Operating Officer from 2015-2016
■Chief Marketing Officer from 2002-2015, oversaw all global and
strategic branding, marketing, distribution, product development and customer led data initiatives
■VP and Director from 1999-2002
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Director of online travel services, Cendant, a consumer services holding company, from 1997-1999
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Member of the National Advisory Council for the Marriott School of Management at Brigham Young University
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Specific Experience, Qualifications, Attributes or Skills: |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image053.jpg) |
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Sales/Marketing |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image048.jpg) |
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Technology |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image050.jpg) |
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International Business Experience |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image049.jpg) |
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Financial Expertise/Literacy |
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2023 Proxy Statement |
Broadridge |
17 |
Proposal 1 - Election of Directors
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image063.jpg) |
Maura A. Markus
Independent
Director Since: 2013
Age: 65
Committee Membership: Compensation (Chair), Audit
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Background: |
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CURRENT PUBLIC COMPANY DIRECTORSHIPS: |
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President and Chief Operating Officer and member of the board of directors of Bank of the West, from 2010-2014
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Previously served in numerous senior leadership roles during her 22 years at Citigroup:
■Head of International Retail Banking in Citibank’s Global
Consumer Group
■President, Citibank North America, Chairman, Citibank West
■Director, Citibank’s European Sales and Marketing Director,
Brussels, Belgium
■President, Citibank’s consumer business in Greece
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Stifel Financial Corp. (since 2016)
OTHER QUALIFICAtions:
●
Trustee for the College of Mount Saint Vincent, New York
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Former member of Year Up Bay Area’s Talent and Opportunity board
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Former member of The Financial Services Roundtable
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Former member of Catholic Charities of San Francisco and New York
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Former member of Junior Achievement New York
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Named one of American Banker's Most Powerful Women in Banking multiple times
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Specific Experience, Qualifications, Attributes or Skills: |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image053.jpg) |
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Sales/Marketing |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image046.jpg) |
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Other Public Company Board Experience |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image050.jpg) |
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International Business Experience |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image047.jpg) |
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Financial Services |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image051.jpg) |
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Corporate Governance |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image049.jpg) |
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Financial Expertise/Literacy |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image055.jpg) |
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Risk Management |
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18 |
Broadridge |
2023 Proxy Statement |
Proposal 1 - Election of Directors
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image064.jpg) |
Eileen K. Murray
Independent
Director Since: 2022
Age: 65
Committee Membership: Audit, Governance and Nominating
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Background: |
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Chair of the Board of Governors of the Financial Industry Regulatory Authority from 2020-2022; Governor from 2016-2020
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Co-Chief Executive Officer of Bridgewater Associates, LP from 2009-2020
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Chief Executive Officer of Investment Risk Management LLC from 2008-2009
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President and Co-Chief Executive Officer of Duff Capital Advisors from 2007-2008
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Served in several senior leadership roles at Morgan Stanley from 1984-2002 and 2005-2007, including Member of the Management Committee, Controller,
Treasurer, Chief Accounting Officer, and Chief Operating Officer of the Institutional Securities Group
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Managing Director, member of management board, Credit Suisse, 2002-2005
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Director, Business Council for International Understanding from 2013-2016
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Director, The Depository Trust & Clearing Corporation from 2001-2005
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Advisor to many innovative technology and environmental solutions companies, including:
■
Invisible Urban Charging, an electric car charging company
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Green Trust Partners, LLC, an ESG-focused real estate fund
■
Consensys, a blockchain technology company
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
●
Guardian Life Insurance Company of America (since 2020)
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HSBC Holdings plc (since 2021)
FORMER PUBLIC COMPANY DIRECTORSHIPS:
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Compass, Inc. (2020-2022)
OTHER QUALIFICAtions:
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Director of the Irish Arts Center since 2016
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Specific Experience, Qualifications, Attributes or Skills: |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image050.jpg) |
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International Business Experience |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image046.jpg) |
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Other Public Company Board Experience |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image051.jpg) |
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Corporate Governance |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image038.jpg) |
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Financial Services |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image057.jpg) |
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Legal/Regulatory/Government |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image048.jpg) |
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Technology |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image054.jpg) |
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Associations/Public Policy |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image049.jpg) |
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Financial Expertise/Literacy |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image041.jpg) |
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Risk Management |
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2023 Proxy Statement |
Broadridge |
19 |
Proposal 1 - Election of Directors
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image065.jpg) |
Annette L. Nazareth
Independent
Director Since: 2021
Age: 67
Committee Membership: Audit and Compensation
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Background: |
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CURRENT PUBLIC COMPANY DIRECTORSHIPS: |
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Senior Counsel of Davis Polk & Wardwell since 2021
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Partner, Davis Polk, headed the Trading and Markets practice of the Financial Institutions Group from 2008-2021
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Chair, Integrity Council for the Voluntary Carbon Market, having previously served as the Operating Lead of the predecessor effort, the Taskforce on Scaling
Voluntary Carbon Markets since 2021
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Commissioner, Securities and Exchange Commission (“SEC”) from 2005-2008
■Director, SEC, Division of Market Regulation (now the Division of
Trading and Markets) from 1999-2005
■Senior Counsel and Interim Director, SEC, Division of Investment
Management from 1998-1999
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MoneyLion Inc. (since 2021)
FORMER PUBLIC COMPANY DIRECTORSHIPS:
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Figure Acquisition Corp. I (2021-2022)
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Athena Technology Acquisition Corp. II (2021)
OTHER QUALIFICAtions:
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Serves on several not-for-profit boards, including: Urban Institute, Watson Institute, Protestant Episcopal Cathedral Foundation, St. Albans School of
Public Service
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Board of Visitors of Columbia Law School
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SEC Historical Society (Chair)
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Member of the American Law Institute
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Former member of the board of trustees of Brown University (Chair, Audit Committee)
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Specific Experience, Qualifications, Attributes or Skills: |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image050.jpg) |
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International Business Experience |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image046.jpg) |
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Other Public Company Board Experience |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image051.jpg) |
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Corporate Governance |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image047.jpg) |
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Financial Services |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image057.jpg) |
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Legal/Regulatory/Government |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image049.jpg) |
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Financial Expertise/Literacy |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image054.jpg) |
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Associations/Public Policy |
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20 |
Broadridge |
2023 Proxy Statement |
Proposal 1 - Election of Directors
|
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image066.jpg) |
Amit K. Zavery
Independent
Director Since: 2019
Age: 52
Committee Membership: Audit
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Background: |
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Vice President /General Manager and Head of Platform, for Google Cloud at Google, LLC, since 2019
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Previously served in numerous senior leadership roles during his 24 years at Oracle Corporation, where he led Oracle’s product vision, design, development,
operations and go-to-market strategy for its cloud platform, middleware and analytics portfolio, and oversaw a global team of more than 4,500 engineers
■Executive Vice President and General Manager of Oracle Cloud
Platform and Middleware products, 2018-2019
■Senior Vice President, Oracle Cloud Platform and Middleware, 2017
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Senior Vice President, General Manager, Integration Productions, Oracle Cloud Platform, 2014-2017
■
Group Vice President & General Manager, Integration Products, Oracle Fusion, Middleware, 2012-2014
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Vice President, Product Management and Strategy, Oracle Fusion Middleware, 2005-2012
■
Senior Director, Product Development and Operations, 2000-2005
■
Director, Product Management, E-Business Strategy Group, 1999-2000
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Specific Experience, Qualifications, Attributes or Skills: |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image053.jpg) |
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Sales/Marketing |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image048.jpg) |
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Technology |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image050.jpg) |
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International Business Experience |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image049.jpg) |
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Financial Expertise/Literacy |
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2023 Proxy Statement |
Broadridge |
21 |
Proposal 1 - Election of Directors
Director Nomination Process
The Board’s membership criteria and nomination procedures are set forth in our Corporate Governance Principles, which outline the minimum qualifications required for potential directors. This criteria
is considered by the Board and the Governance and Nominating Committee, together with further knowledge, skills, experiences, or attributes deemed important to our business and the overall composition of the Board, which may change over time. The
Board believes each director nominee possesses the experience, skills and qualities needed to fully perform his or her duties as a director and to contribute to our success.
IDENTIFYING AND
EVALUATING CANDIDATES |
INTERVIEWING A QUALIFIED CANDIDATE |
RECOMMENDING THE
CANDIDATE TO THE BOARD |
When seeking candidates as Board members, the Governance and Nominating Committee solicits suggestions from incumbent directors, management or stockholders.
From time to time, the Governance and Nominating Committee may retain a search firm to assist the Company with identifying and evaluating Board candidates who have the background, skills and
experience that the Governance and Nominating Committee has identified as desired in director candidates.
|
After conducting an
initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with other members of the
Board. At the candidate’s request, they may also meet with management. |
If the Governance and
Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend that candidate’s election to the full Board. |
The Governance and Nominating Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the provisions of the Company’s Amended
and Restated By-laws (the “By-laws”) requiring that stockholder submissions be submitted to the Company’s Corporate Secretary via mail at 5 Dakota Drive, Lake Success, New York 11042, or via email at CorporateSecretary@Broadridge.com,
in a timely manner and include the information called for in the By-laws concerning (a) the potential nominee, and (b) the person proposing the nomination. The Governance and Nominating Committee will apply the same standards in considering
candidates submitted by stockholders as it uses for any other potential nominee.
The By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent of the Company’s common stock
(“Common Stock”) for at least three years may nominate and include in our annual meeting proxy statement a number of stockholder-nominated candidates representing no more than 25% of the number of directors then serving on the Board.
The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is eight to 12 directors. Directors are elected at
each annual meeting to serve until the next annual meeting and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. There are no limits on the number of terms a director may
serve. However, our Corporate Governance Principles provide for a mandatory retirement age of 72, which becomes applicable after a director has reached their eight year anniversary on the Board.
22 |
Broadridge |
2023 Proxy Statement |
Proposal 1 - Election of Directors
Nominee Qualifications
Under the Company’s Corporate Governance Principles, two-thirds of the Board must be comprised of directors who are independent based on the applicable rules of the NYSE and the SEC. The NYSE’s Listed
Company Manual (the “NYSE Listing Standards”) provides that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be
deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the
Company. In its review of director independence, the Board considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director
may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE Listing Standards.
The Board reviewed each director’s relationship with the Company and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under applicable NYSE and
SEC requirements. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our CEO and our Executive Chairman, respectively.
Factors and Principles
The Board and Governance and Nominating Committee consider the following factors and principles in evaluating and selecting director nominees:
Independence |
|
Applicable legal and regulatory requirements
that govern the composition of the Board, including NYSE and SEC requirements with respect to independence, financial literacy and other matters |
Relevant Experience |
|
The Board should include individuals with experience in areas relevant to the strategy
and operations of the Company’s businesses such as technology services, or industries that Broadridge serves such as banking and financial services |
High-Level Managerial Experience |
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Directors should have established strong professional reputations and experience in
positions with a high degree of responsibility or be leaders in the companies or institutions with which they are affiliated |
Character and Integrity |
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Directors should be individuals with a reputation for integrity and with sufficient time
available to devote to the affairs of the Company in order to carry out their responsibilities |
Diverse Background |
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The Board should include members with diverse backgrounds and perspectives, including
professional backgrounds, areas of expertise, race, culture, ethnicity, gender and sexual orientation |
Skills Complement Existing Board Expertise |
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The interplay of a nominee’s background and expertise with that of other Board members
and the extent to which a candidate may make contributions to the Board or a Committee should be considered |
Board Nominee Information Matrix
The following matrix provides information regarding our Board nominees, including demographic information such as whether they are gender, racially, or ethnically diverse, and
certain types of knowledge, skills, experiences and attributes possessed by our directors which our Board believes are relevant to our business and industry. While our Governance and Nominating Committee considers the knowledge, skills, experiences
and attributes listed below in the director nomination process, the matrix does not encompass all of the qualifications of our Board nominees, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that
a Board nominee does not possess it. In addition, our Governance and Nominating Committee retains the right to modify the qualifications it considers in the Board nomination process from time to time as it deems appropriate.
2023 Proxy Statement |
Broadridge |
23 |
Proposal 1 - Election of Directors
Knowledge, Skills and Experience |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image072.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image073.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image074.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image075.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image076.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image077.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image078.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image079.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image080.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image081.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image082.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image045.jpg) |
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Independence
Independent pursuant to the applicable rules |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image046.jpg) |
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Other Public Company Board Experience
Experience with complex reporting responsibilities and understanding corporate governance trends and commonly faced issues of public companies |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image047.jpg) |
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Financial Services
Experience with the financial services industry and related trends and practices, providing insight into our financial services clients |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image048.jpg) |
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Technology
Experience with current and developing technologies, including those relevant to our business and the needs of our clients |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Financial Expertise/Literacy
Experience in understanding, monitoring and overseeing financial reporting and internal controls |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Sales/Marketing
Experience with sales and marketing practices, including with respect to the markets for our services |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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International Business Experience
Experience operating in a global context by managing international enterprises, residence abroad, and understanding diverse business environments, economic conditions and cultures |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Corporate Governance
Experience with corporate governance practices and developments, including with respect to board and management accountability, transparency and protection of stockholder interests |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Legal/Regulatory/Government
Experience with legal, regulatory and government processes, particularly for the financial services and other regulated industries |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Associations/Public Policy
Trade association or public policy experience |
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Risk Management
Experience with risk management of large organizations, particularly technology firms and firms in financial services |
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![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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Demographics |
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Age
(as of August 16, 2023)
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71 |
73 |
70 |
68 |
70 |
62 |
55 |
65 |
65 |
67 |
52 |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image069.jpg) |
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Tenure |
16 |
6 |
16 |
14 |
2 |
4 |
8 |
10 |
1 |
2 |
4 |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image070.jpg) |
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Gender Diverse |
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Racially or Ethnically Diverse
Mr. Brun, Ms. Carter and Mr. Flowers identify as Black/African American, and Mr. Zavery identifies as Indian/South Asian |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image032.jpg) |
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24 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
Corporate Governance Highlights
The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the
Company and its stockholders. The Board monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.
The following table summarizes certain corporate governance practices:
Board of Directors |
Stockholder Rights |
● Strong independent board leadership
● Majority independent directors—9 of the 11 director nominees are independent
● Annual election of directors by majority of votes cast in uncontested elections
● Directors required to offer to resign if they do not receive majority of votes cast in uncontested elections
● Robust stock ownership guidelines and holding period requirements
● Annual board and committee evaluation process
● Mandatory retirement age of 72 unless director has served for less than eight years
● Annual board compensation limits
● Audit Committee members cannot serve on more than three public company audit committees
● Directors expected to attend the annual meeting of stockholders
● Lead independent director available to major stockholders
|
● Proxy access By-law provision
● No poison pill
● Stockholders owning 20% of the voting power of outstanding shares of Common Stock are able to call a special meeting
|
Board Structure and Operations
Board Meeting Attendance
Our Corporate Governance Principles provide that the directors are expected to attend regular Board meetings, and to spend the time needed and meet as frequently as necessary to properly discharge
their responsibilities. Each incumbent director attended 100% of the Board meetings and 95% of the meetings of Committees on which he or she served during 2023. In addition, our directors are expected to attend the Company’s annual meeting of
stockholders. All of our directors who were members of our Board at the time attended the 2022 Annual Meeting.
|
2023 Meetings |
Board |
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5 |
Audit |
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8 |
Compensation |
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6 |
Governance and Nominating |
|
5 |
24
Total Board and Committee Meetings
in 2023
|
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100%
Board Meeting
attendance in 2023
|
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95%
Committee Meeting
attendance in 2023
|
2023 Proxy Statement |
Broadridge |
25 |
Corporate Governance
Beyond the Boardroom
Our Board is invested in the success of our business and their commitment extends beyond regularly scheduled Board and Committee meetings.
DIRECTOR
EDUCATION |
ON-SITE VISITS |
REGULAR DISCUSSIONS |
Directors are provided with and encouraged to
participate in various external educational opportunities. In addition, we invite internal and external speakers to present to our Board on key topics, such as cybersecurity and regulatory compliance. |
Directors
periodically visit our different locations, including our production facilities, to interact directly with associates and better understand our operations and culture. |
Directors meet regularly one-on-one with members of
the executive team and senior management to ensure they stay informed and engaged with leadership. |
Board Leadership Structure
Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and CEO or with respect to whether the Chairman should be a member of management
or a non-management director. The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary
as circumstances warrant.
The Board determined that the leadership of the Board is currently best led by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the CEO provides
leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows the Chairman to focus on managing Board matters and allows the CEO to focus on managing our business. To further
enhance the objectivity of the Board, the directors, other than Mr. Gokey and Mr. Daly, are independent.
Mr. Daly serves as our Executive Chairman. He has the following duties and responsibilities as Chairman of the Board:
● |
Calling Board and stockholder meetings |
● |
Presiding at Board and stockholder meetings |
● |
Establishing Board meeting agendas, subject to approval of the Lead Independent Director |
In addition to his role as Chairman of the Board, Mr. Daly’s service as our former CEO and his many years of corporate governance expertise provide management with a valuable resource. Mr. Daly is an
advisor to the CEO on regulatory matters, digital adoption and retail shareholder engagement. He is actively involved in the Company’s engagement with regulators, trade associations, and other industry groups. He is also involved in retaining our
clients and generating new client relationships.
Lead Independent Director
Mr. Brun serves as our Lead Independent Director to maintain the Board’s strong leadership of independent directors. The Board believes that this structure provides the Company and the Board with
strong leadership and appropriate independent oversight. The Board believes that having a Lead Independent Director vested with key duties and responsibilities and three Board Committees composed solely of independent directors and led by
independent directors provides a formal structure for strong independent oversight of the Executive Chairman and the Company’s management team. The Board meets in executive session led by Mr. Brun without the Executive Chairman or CEO at each
regular Board meeting.
The Lead Independent Director’s duties and responsibilities set forth in our Corporate Governance Principles include:
● |
Presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the
independent directors |
● |
Serving as liaison between the Executive Chairman and the independent directors |
● |
Approving meeting schedules, agendas and materials for the Board |
● |
Having the authority to call meetings of the independent directors |
● |
Acting as liaison between the independent directors and the CEO |
● |
If requested by major stockholders, ensuring their availability for consultation and direct communication |
26 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
Executive Sessions of Independent Directors
The independent directors hold regularly scheduled executive sessions of the Board and its Committees without Company management present. These executive sessions are chaired by the Lead Independent
Director at Board meetings or by the independent Committee Chairs at Committee meetings. The independent directors met in executive session at all of the regularly scheduled Board and Committee meetings held in 2023. In addition, at least once a
year, our independent directors meet to review the Compensation Committee’s annual performance review of the CEO.
Committees of the Board
The Board has three standing Committees, each of which is comprised solely of independent directors and is led by an independent Chair: Audit Committee, Compensation Committee, and Governance and
Nominating Committee. Each Committee operates under a written charter adopted by the Board, which are reviewed and updated annually as appropriate.
|
Audit Committee |
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Number of Meetings in 2023: 8 |
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CURRENT MEMBERS: |
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Pamela L. Carter (Chair) |
Brett A. Keller |
Annette L. Nazareth« |
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Robert N. Duelks |
Maura A. Markus |
Thomas J. Perna |
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Melvin L. Flowers« |
Eileen K. Murray« |
Amit K. Zavery |
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« Financial Expert |
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PRIMARY RESPONSIBILITIES
The Audit Committee’s responsibilities and authorities include assisting the Board in overseeing the following:
●
The Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance
●
The Company’s auditing, accounting and financial reporting processes generally
●
The integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders and the public
●
The Company’s practices to ensure adequate risk assessment, risk management and business continuity, including oversight of our cybersecurity program
●
The Company’s compliance with legal and regulatory requirements
●
The performance of the Company’s Internal Audit Department and independent registered public accountants
In addition, in the performance of its oversight duties and responsibilities, the Audit Committee also reviews and discusses with management the Company’s quarterly financial statements and earnings press releases as well as financial
information and earnings guidance included therein; reviews periodic reports from management covering changes, if any, in accounting policies, procedures and disclosures; reviews management’s assessment of the effectiveness of the internal
control over financial reporting to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and reviews and discusses with the Company’s internal auditors and with its independent registered public accountants the overall
scope and plans of their respective audits.
INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERTS
The Board has determined that each of the members of the Audit Committee is independent as defined by NYSE Listing Standards and the rules of the SEC applicable to audit committee members. The Board has determined that Mr. Flowers,
Ms. Murray and Ms. Nazareth qualify as audit committee financial experts as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.
Under the Company’s Corporate Governance Principles, Audit Committee members are prohibited from serving on more than three public company audit committees.
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2023 Proxy Statement |
Broadridge |
27 |
Corporate Governance
Compensation Committee |
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Number of Meetings in 2023: 6 |
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CURRENT MEMBERS: |
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|
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Maura A. Markus (Chair) |
Brett A. Keller |
Annette L. Nazareth |
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PRIMARY RESPONSIBILITIES
The Compensation Committee’s responsibilities and authorities include:
●
Reviewing the Company’s compensation strategy
●
Reviewing the Company’s compensation disclosures in its annual Proxy Statement and Annual Report on Form 10-K filed with the SEC
●
Reviewing corporate and individual goals relevant to the compensation of the CEO and other executive officers, and evaluate performance against those goals
●
Reviewing the risks associated with the Company’s compensation programs
●
Approving the compensation of the CEO, Executive Chairman and all other executive officers
●
Reviewing and making recommendations to the Board regarding the director compensation program
●
Reviewing the Company’s human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement, as
well as diversity, equity, and inclusion (“DEI”) matters
In addition, the Compensation Committee administers the Company’s equity-based compensation plans and takes such other action as may be appropriate or as directed by the Board to ensure that the compensation policies of the Company are
reasonable and fair.
As necessary, the Compensation Committee consults with Frederic W. Cook & Co. Inc. (“FW Cook”) as its independent compensation consultant to advise on matters related to our executive officers’ and directors’ compensation and
general compensation programs.
INDEPENDENCE
The Board has determined that each member of the Compensation Committee is independent as defined by NYSE Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and
tax rules.
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28 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
|
Governance and Nominating Committee |
Number of Meetings in 2023: 5 |
|
CURRENT MEMBERS: |
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Robert N. Duelks (Chair) |
Pamela L. Carter |
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Eileen K. Murray |
Thomas J. Perna |
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PRIMARY RESPONSIBILITIES
The Governance and Nominating Committee’s responsibilities and authorities include:
●
Identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each of the Company’s
annual meetings of stockholders
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Ensuring that the Audit, Compensation and Governance and Nominating Committees have the benefit of qualified and experienced independent directors
●
Developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company
●
Reviewing and overseeing the Board and Committee performance evaluation process
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Overseeing the Company’s governance practices and ethics program
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Together with the full Board, advising management on the Company’s environmental, social and governance (“ESG”) strategy, policies, programs and reporting
INDEPENDENCE
The Board has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards.
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Annual Board and Committee Evaluation Process
The Board conducts an evaluation of its performance and effectiveness as well as that of the three Committees on an annual basis. The purpose of the evaluation is to elicit feedback concerning how the
Board and Committees are meeting their responsibilities and to identify opportunities to further improve performance. The Board has delegated to the Governance and Nominating Committee the responsibility to oversee the evaluation process and report
the results thereof to the Board, using such resources or methods as it determines to be appropriate, which may include the use of an independent, third-party facilitator.
Survey of Directors |
Each member of the Board responds to an anonymous survey regarding the effectiveness of the Board and the
Committees on which they serve, including soliciting areas for recommended improvement. |
|
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Review of Feedback |
The collective ratings and comments of the directors are compiled and then presented to the Governance and
Nominating Committee by its Chair, and to the full Board for discussion and action. |
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Implementation of Feedback |
Evaluation feedback is incorporated into Board practices and processes, as appropriate. |
2023 Proxy Statement |
Broadridge |
29 |
Corporate Governance
The Board’s Oversight Role
The Board is responsible for overseeing the management of the Company, including a number of specific functions such as the development and execution of business and financial strategies and the
effectiveness of Company policies and processes. In fulfilling this obligation, the Board considers the interests of the Company’s stockholders and other stakeholders, including clients, employees, suppliers and the communities in which the Company
operates, all of whom are essential to the Company’s success. The Board delegates oversight for certain areas to each Committee based on their relevance to the subject matter of the Committee.
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image083.jpg)
Risk Oversight
The responsibilities of the Board include oversight of the Company’s risk management processes. The Board has two primary methods of oversight. The first method is through the Company’s Enterprise
Risk Management (“ERM”) process through which the Board receives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees.
Enterprise Risk Management Process
The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across business units and corporate functions, to identify and assess risk, monitor risk, and
agree on mitigating action. Central to Broadridge’s risk management process is its Risk Committee, which oversees management’s identification and assessment of the key risks in the Company and reviews the controls management has in place with
respect to these risks. The Risk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer and other executive officers and senior executives of the Company.
A subcommittee of the Risk Committee, the Cybersecurity Council, provides additional oversight of Broadridge’s cybersecurity risks. The Cybersecurity Council meets regularly and is comprised of senior
executives representing a number of disciplines.
Management presents on the ERM program to the full Board annually and also provides the Board with quarterly updates on the Company’s risk program and activities. In addition, at each quarterly Audit
Committee meeting, management presents on the ERM program, highlighting a key risk topic, including legal and compliance risks, client and strategy risks, and systems and operations risks.
30 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
Management established the ERM process to ensure a complete Company-wide approach to risk over five distinct but overlapping core areas:
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image084.jpg)
Compensation Program Risk
Management, with the assistance of FW Cook, performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including
the executive officers, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. A report summarizing the results of this assessment was reviewed and discussed
with the Compensation Committee. The Compensation Committee concluded that Broadridge’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.
The key design features in our compensation program that support this conclusion are:
● |
The compensation program’s mix between fixed and variable compensation, annual and long-term compensation, and cash and equity
compensation is designed to encourage strategies and actions that are in Broadridge’s and its stockholders’ long-term best interests |
● |
Equity awards with multi-year vesting periods provide for significant long-term wealth creation for executive officers when the Company
provides meaningful total shareholder return over a sustained period |
● |
The Compensation Committee reviews and approves executive officer objectives to ensure that goals are aligned with the Company’s business
plans, achieve the proper risk/reward balance, and do not encourage unnecessary or excessive risk taking |
● |
Incentive-based compensation of the executive officers is subject to recovery under Broadridge’s Clawback Policy (“Clawback Policy”) |
● |
Broadridge maintains robust stock ownership guidelines and retention and holding period requirements |
● |
Broadridge maintains a “double-trigger” Change in Control Severance Plan for Corporate Officers (the “CIC Plan”) and an Officer Severance Plan (the “Officer
Severance Plan”) in order to retain executives while ensuring that they make the best decisions for the Company |
2023 Proxy Statement |
Broadridge |
31 |
Corporate Governance
Strategic Oversight
One of the Board’s key responsibilities is overseeing the Company’s strategy. All of our directors have an obligation to keep informed about the Company’s business and strategy so they can provide
guidance to management in formulating and developing plans and knowledgeably exercise their decision-making authority on matters of importance to the Company. Our Board regularly discusses the key priorities of our Company and advises on the
Company’s long-term strategy.
● |
Annually, the Board conducts an extensive review of the Company’s long-term strategic plan including its annual operating plan
and acquisition performance |
● |
At every regular Board meeting, the Board is provided with in-depth reviews of the Company’s core businesses and related strategies and the
Company’s progress against its strategic goals in a rotation, such that each core business and related strategy is covered in detail annually |
● |
Throughout the year and at almost every Audit Committee meeting, the Audit Committee members receive presentations on the status of the
Company’s acquisitions |
● |
Our independent directors also hold regularly scheduled executive sessions without Company management present, at which strategy is discussed |
Cybersecurity Oversight
Our Chief Security Officer provides reports on the Company's cybersecurity program to the Audit Committee on a quarterly basis, including a report on our information security program prepared by an
independent third-party cybersecurity services and consulting firm, and the full Board on an annual basis. Third-party cybersecurity experts present to the full Board on an annual basis.
Human Capital Management Oversight
Broadridge is focused on developing an inclusive and respectful work environment that allows our associates to reach their full potential professionally. The success of Broadridge’s associates is key
to the Company’s success, and the Board and Compensation Committee both work with management to provide oversight on a broad range of human capital management topics.
Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Board and the Compensation Committee.
The Board believes that succession planning and human capital management are vital to Broadridge’s success. The Board is actively engaged and involved in executive officer talent management and provides input on important decisions in this area.
The Board annually reviews the Company’s leadership bench and succession planning and regularly meets with senior management. In addition, the Board receives regular updates on talent and other human capital matters such as culture, attrition and
retention, and quarterly updates on our DEI initiatives and practices, including an annual update from our Chief Diversity Officer. The Compensation Committee’s oversight includes initiatives and programs that concern our compensation, benefits,
culture, talent, recruitment, retention and associate engagement.
ESG Oversight
The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters. Our Environmental, Social and Governance Committee, a cross-functional
executive committee of the Company (the “ESG Committee”), reports regularly to the Governance and Nominating Committee and annually to the Board on ESG matters. The ESG Committee also assists senior management of Broadridge in (a) setting
general strategy relating to ESG matters, (b) developing, implementing and monitoring initiatives and policies based on that strategy, (c) overseeing communications with associates, investors and other stakeholders with respect to ESG matters, and
(d) monitoring and assessing developments relating to, and improving Broadridge’s understanding of, ESG matters.
32 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
Political Contributions Oversight
We believe it is in the best interests of the Company and its stockholders to engage constructively and responsibly in the public policy and political process to advance and protect our long-term
interests. Therefore, we participate in the development of public policy that addresses issues affecting our industry, business, products, clients, associates and communities. We do so in various ways, including educational outreach to elected
officials on key public policy issues related to the Company’s business, and facilitating voluntary political giving by eligible associates and directors through the Broadridge Financial Solutions Political Action Committee (the “Broadridge PAC”).
The Company’s political activities and related spending reflects the interests of the Company and its stockholders, and not those of any individual director, officer or associate.
The Board has adopted a Political Contributions Policy to help ensure that any political contributions and expenditures are done in a manner consistent with the Company’s commitment to the highest
standards of ethics and business integrity and to protect and enhance shareholder value. In addition, the Board has oversight responsibility over the Company’s political activities and reviews Broadridge PAC spending, corporate expenditures to
influence public policy, dues and other contributions to trade associations, and the Company’s lobbying priorities and activities.
Our Political Contributions Policy provides that no Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed to any federal, state or local
political candidate, political committee (other than for the administrative or solicitation expenses of the Broadridge PAC, as permitted by law), political party, state ballot measure committee or to any other organization for the purpose of
attempting to influence elections or ballot measures. Additionally, our Political Contributions Policy prohibits contributions to social welfare organizations formed under Section 501(c) (4) of the Internal Revenue Code of 1986, as amended (the “Code”)
and Code Section 527 political organizations.
We invite you to visit our Sustainability website at broadridge.com/about/sustainability to see our Political Contributions Policy and for certain
disclosures regarding our political contributions and activities. Information contained on our website is not incorporated into or a part of this Proxy Statement.
Stockholder Engagement and Director Communications
Stockholder Engagement
Our Board believes that regular communication with our stockholders is essential to our long-term success. Throughout the year, our CEO, CFO and Investor Relations team regularly engage with our
stockholders at industry and investment community conferences, investor road shows, and analyst meetings. Discussion topics included Broadridge’s business model, growth strategy, financial and sales performance, Company leadership, industry
positioning, capital allocation model, acquisition strategy, capital return plan, and product and platform development.
Corporate governance and ESG engagement with our investors is also an important focus at Broadridge. During fiscal year 2023, Broadridge enhanced its stewardship engagement and
invited our largest investors to discuss any topics they desire. Our Chief Legal Officer and our Corporate Secretary participated in these engagement efforts. We believe these engagement efforts with our stockholders will allow us to better
understand our stockholders’ priorities and perspectives and provide us with useful input concerning our corporate strategy, compensation program and ESG practices.
2023 Proxy Statement |
Broadridge |
33 |
Corporate Governance
Our Engagement in 2023 |
Held calls and meetings with over 450 current and prospective investors, including our 10 largest
stockholders representing 42% of our outstanding shares |
|
|
How We Engaged With Investors |
● We invited our largest investors to discuss any topics they desire
● We regularly reported our investors’ views to our Board
● We engaged with analysts through quarterly conference calls, our investor relations website, and meetings and calls
|
● Other members of the executive team participated in investor outreach
● We published our Sustainability Report
|
|
|
SELECT Engagement Topics |
● Broadridge’s business model, growth strategy and financial performance
● Broadridge’s environmental initiatives and disclosures, including development of a plan to reach net zero emissions
● Our human capital management and DEI initiatives
● Key risks to our business, including cybersecurity and data privacy
|
●Corporate governance matters, including composition of the Board of Directors
●Our Executive Leadership Team and executive compensation program
|
|
|
We Took the Following Actions in Response to Our Investor Feedback: |
● Transitioned from a two-year to a three-year performance period for performance-based restricted stock units (“RSUs”) beginning with fiscal year
2024
● Initiated the evaluation of a plan to reach net zero emissions by 2050
|
● Continued environmental disclosures in line with the requirements of the Task Force on Climate-related Financial Disclosures (“TCFD”)
● Maintained the inclusion of DEI and client satisfaction goals in the executive officer annual cash incentive program
|
We are committed to ensuring our retail investors have a chance to hear from our management team. In fiscal year 2023, Broadridge hosted a series of webcasts using our Virtual Shareholder Meeting
technology to enable retail investors to submit live questions directly to Company management.
Management regularly communicates with the full Board and the relevant Board Committee regarding our investors’ views. We have had success engaging with our stockholders to understand their questions
or concerns, and we remain committed to these efforts on an ongoing basis. Also, our Lead Independent Director is available to meet with our major stockholders. We welcome feedback from all stockholders, who may contact our Investor Relations team
by emailing broadridgeir@Broadridge.com.
Communications with the Board of Directors
All interested parties who wish to communicate with the Board or any of the non-management directors, may do so by writing to the Company’s Corporate Secretary at Broadridge
Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing CorporateSecretary@Broadridge.com, and specifying the intended recipient. All such communications, other than
unsolicited commercial solicitations or communications, will be forwarded to the appropriate director for review. Any such unsolicited commercial solicitation or communication not forwarded to the appropriate director will be available to any
non-management director who wishes to review it. The Governance and Nominating Committee, on behalf of the Board, will review letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board
based on such communications.
34 |
Broadridge |
2023 Proxy Statement |
Corporate Governance
Sustainability Highlights
Sustainability is at the foundation of how we operate our company.
The Service-Profit Chain, which directly connects associate engagement, client satisfaction and the creation of shareholder value, has always been the foundation of our success and our commitment to a
sustainable approach. As a result, responsible ESG practices are built into our growth strategy and execution.
Transparency and Reporting
Over recent years, we focused on bolstering our disclosures, including:
● |
Annual publication of a Sustainability Report with disclosures indexed to Sustainability Accounting Standards Board (“SASB”)
and TCFD frameworks |
● |
Providing regular updates on our dedicated Sustainability webpages outlining our ESG-related initiatives and progress |
● |
Launched a dedicated DEI website |
● |
Enhanced disclosure of climate-related information in our annual Carbon Disclosure Project Climate Change Report |
● |
Disclosure of our U.S. workforce diversity data aligned with our consolidated U.S. Equal Employment Opportunity Commission (“EEO-1”)
reporting |
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image085.jpg) |
Environment |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image086.jpg) |
Social |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image087.jpg) |
Governance |
● Reported our Scope 1 and 2 emissions data to capture company-wide Broadridge offices, facilities, and data centers
● Reported all 15 categories of Broadridge’s Scope 3 emissions
● Received limited assurance by independent third party on our Scope 1, 2, and top Scope 3 emissions data
● Developing a plan to reach net zero greenhouse gas emissions by 2050
● Continued communications digitization efforts on behalf of our clients, significantly reducing the paper communications sent on behalf of our clients
|
|
● Support seven Associate Networks, including the launch of BeGreen in 2023 which provides a forum for associates to educate, encourage,
and empower one another to improve our sustainability
● Advanced DEI programs and initiatives, including publication of our DEI Policy, and maintained a component of compensation tied to DEI
for each member of our Executive Leadership Team
● Increased our employee engagement score to 81% overall favorable rating in fiscal year 2023 in the annual Great Place to Work®
survey and 83% of our associates stated that Broadridge is a “great place to work”
● Received certification from Great Place to Work for our outstanding workplace culture in 14 countries
● Supported charitable causes and community focused action plans, with a special focus on access to quality education for at-risk youth,
through the Broadridge Foundation
● Enabled associate community service efforts through our Volunteer Time Off and Matching Gift Program
|
|
To inform our strategy and better understand our ESG risks, opportunities and issues, we conducted our first ESG materiality assessment in 2022. As part of this process, we focused on key stakeholders, including investors and analysts,
regulators, employees, public companies, banks and brokers, institutional investors, mutual funds, communities where we work and live, investment advisers, and Broadridge as an enterprise.
The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters and receive regular reports from our cross-functional executive ESG Committee. See “ESG Oversight” on page 32 of this Proxy
Statement.
Our core business’ governance solutions enable effective corporate governance for our clients. We are focused on fostering our own strong corporate governance practices to promote a culture of integrity,
sustainable business and long-term value creation. See “Corporate Governance” on page 25 of this Proxy Statement.
|
Our Sustainability Report and more information on our ESG efforts are available on our website at broadridge.com/about/sustainability.
Information contained on our website is not incorporated into or a part of this Proxy Statement.
2023 Proxy Statement |
Broadridge |
35 |
Corporate Governance
Other Corporate Governance Policies, Practices
and Documents
Corporate Governance Principles
The Board adopted the Corporate Governance Principles to promote the effective functioning of the Board and its Committees, to promote the interests of stockholders, and to ensure a common set of
expectations as to how the Board and its Committees, individual directors and management should perform their functions. The Board reviews and approves the Corporate Governance Principles annually.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct”) that applies to the Company’s directors, officers, and associates, including the Company’s
principal executive officer, principal financial officer and chief accounting officer. All Broadridge associates, including executive officers and directors, are required, on an annual basis, to acknowledge receipt of and compliance with the Code
of Business Conduct. The Company will post on its website any amendment to the Code of Business Conduct and any waiver of the Code of Business Conduct granted to any of its directors or executive officers to the extent required by applicable NYSE
and SEC rules.
Website Access to Corporate Governance Documents
Copies of the charters of the Committees of the Board, Corporate Governance Principles, and Code of Business Conduct are available on our Investor Relations website at broadridge-ir.com/governance/governance-documents
or by writing to the Company’s Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing CorporateSecretary@Broadridge.com. Information
contained on our website is not incorporated into or a part of this Proxy Statement.
Certain Relationships and Related Transactions
The Company maintains a written Related Party Transactions Policy. Under this policy, any transaction between the Company and a “related person” in which such related person has a direct or indirect
material interest must be submitted to our Audit Committee for review, approval, or ratification.
A “related person” means a director, executive officer, nominee for election as a director of the Company or beneficial holder of more than five percent of the Company’s outstanding Common Stock, or
any immediate family member of the foregoing, as well as any entity at which any such person is employed, is a partner or principal (or holds a similar position) or is a beneficial owner of 10% or greater of a direct or indirect equity interest.
Our directors and executive officers must promptly inform our Chief Legal Officer of any plan to engage in a potential related party transaction.
This policy requires our Audit Committee to be provided with full information concerning the proposed transaction, including the risks and benefits to the Company and the related person, any
alternative means by which to obtain like products or services, and the terms of a similar transaction with an unaffiliated third party. In considering whether to approve any such transaction, the Audit Committee will consider all relevant facts
and circumstances, including the nature of the interest of the related person in the transaction and the terms of the transaction. Specific types of transactions are excluded from review under the policy, such as, for example, transactions in which
the related person’s interest derives solely from his or her service as a director of another entity that is a party to the transaction.
In fiscal year 2023, the Company did not engage in any related party transaction in which the amount involved exceeded $120,000. In addition, the Code of Business Conduct prohibits
Company personnel, including members of the Board, from exploiting their positions or relationships with Broadridge for personal gain. The Code of Business Conduct provides that there shall be no waiver of any part of the Code of Business Conduct,
except by a vote of the Board or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge. Any amendments to the Code of Business
Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at broadridge-ir.com/governance/governance-documents.
36 |
Broadridge |
2023 Proxy Statement |
Compensation of Directors
Fiscal Year 2023 Non-Management Director Compensation
The compensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the Compensation Committee’s independent compensation consultant, FW
Cook. For fiscal year 2023, the directors’ annual equity retainer was increased by $10,000 to $180,000, split equally between deferred stock units (“DSUs”) and stock options.
All of our directors are non-management directors, other than Mr. Gokey and Mr. Daly, who are our CEO and our Executive Chairman, respectively. The compensation paid to Mr. Gokey is reflected in the
“Summary Compensation” table on page 63 of this Proxy Statement. Although Mr. Daly is one of our executive officers, he is not a NEO for fiscal year 2023 because he is not one of the three most highly compensated executive officers for the year. A
description of the Executive Chairman role is provided in the “Board Leadership Structure” section of this Proxy Statement. Mr. Gokey and Mr. Daly do not receive any additional compensation for their service on the Board.
Non-Management Director Compensation Structure
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image089.jpg)
(1) |
DSUs and stock options vest at grant. |
(2) |
Committee Chair and Committee retainers are paid in cash. |
(3) |
Lead Independent Director additional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options). |
Cash Compensation
For fiscal year 2023, non-management directors received an annual retainer, of which $90,000 was paid in cash. Directors serving on Committees of the Board received an additional cash retainer as
follows: $15,000 for Audit Committee members; $10,000 for Compensation Committee members; and $10,000 for Governance and Nominating Committee members. Committee Chairs received an additional cash retainer as follows: $20,000 for the Audit Committee
Chair; $15,000 for the Compensation Committee Chair; and $15,000 for the Governance and Nominating Committee Chair. All retainers other than the Lead Independent Director’s additional retainer are paid in cash on a quarterly basis.
Directors may participate in the Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows them to defer their cash compensation into
grants of DSUs that settle in shares of Common Stock. The number of DSUs awarded is determined by dividing the quarterly cash payment by the closing price of the Common Stock on the day before cash payments are made. This election is made annually
prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends
are declared by the Board. Participants’ DSUs convert to shares of Common Stock upon their departure from the Board either in a lump sum amount or in installments for up to five years, as previously elected by the director.
2023 Proxy Statement |
Broadridge |
37 |
Compensation of Directors
Equity Compensation
Non-management directors received annual grants of stock options and DSUs under the 2018 Omnibus Award Plan (the “2018 Omnibus Plan”) approved by the Company’s stockholders at the 2018 annual
meeting of stockholders. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price prior to the distribution of meeting materials, and, for stock options, the binomial
stock option valuation method.
● |
All stock options are granted with an exercise price equal to the closing price of Common Stock on the date of grant. All stock
options granted to our non-management directors are fully vested upon grant and have a term of 10 years. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option
term and three years. |
● |
All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from
service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. |
Stockholder-Approved Cap on Pay
Our stockholders approved a cap on non-management director pay as part of the 2018 Omnibus Plan. The cap imposes an annual limit of $750,000 on cash fees paid and equity awards that may be granted to
any non-management director during the fiscal year. Our current compensation program for non-management directors is well below this limit.
Stock Ownership Guidelines
The stock ownership guidelines for the non-management directors provide that each non-management director is expected to accumulate an amount of Common Stock or DSUs equal in value to 10 times their
annual cash retainer. Stock option awards and cash-settled phantom stock will not count as shares of Common Stock for purposes of this calculation.
In addition, the guidelines provide that:
● |
A non-management director should retain at least 50% of the net profit shares realized after the exercise of stock options until
the 10 times annual cash retainer ownership level is reached. Net profit shares are the shares remaining after the sale of shares to fund payment of the stock option exercise price, tax liability and transaction costs owed due to exercise. |
● |
After the ownership level is met, the non-management director must continue to hold at least 50% of future net profit shares for one year. |
Due to the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple.
All of our non-management directors have met the stock ownership multiple, other than the five directors who have joined the Board since 2017 and are making progress toward meeting the multiple.
Other Compensation
Non-management directors may participate in the Broadridge Matching Gift Program (the “Matching Gift Program”) up to a maximum Company contribution of $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and Committee meetings and other Company events.
38 |
Broadridge |
2023 Proxy Statement |
Compensation of Directors
Non-Management Director Compensation Table
The table below sets forth the compensation paid to our non-management directors in fiscal year 2023.
Name |
|
Fees Earned or
Paid in Cash
($)(1) |
|
Stock Awards
($)(2) |
|
Option Awards
($)(3) |
|
All Other
Compensation
($)(4) |
|
Total
($) |
|
Leslie A. Brun |
|
$ |
162,500 |
|
$ |
110,603 |
|
$ |
110,725 |
|
$ |
10,000 |
|
$ |
393,828 |
|
Pamela L. Carter |
|
$ |
135,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
10,000 |
|
$ |
312,775 |
|
Robert N. Duelks |
|
$ |
130,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
10,000 |
|
$ |
307,775 |
|
Melvin L. Flowers |
|
$ |
105,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
9,000 |
|
$ |
281,775 |
|
Brett A. Keller |
|
$ |
115,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
10,000 |
|
$ |
292,775 |
|
Maura A. Markus |
|
$ |
130,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
10,000 |
|
$ |
307,775 |
|
Eileen K. Murray |
|
$ |
115,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
|
— |
|
$ |
282,775 |
|
Annette L. Nazareth |
|
$ |
115,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
10,000 |
|
$ |
292,775 |
|
Thomas J. Perna |
|
$ |
115,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
|
— |
|
$ |
282,775 |
|
Amit K. Zavery |
|
$ |
105,000 |
|
$ |
83,855 |
|
$ |
83,920 |
|
$ |
6,700 |
|
$ |
279,475 |
|
|
|
(1) |
Represents the amount of cash compensation payable for fiscal year 2023 Board and Committee service. Several directors deferred all or part
of fiscal year 2023 cash compensation into grants of DSUs under the Deferred Compensation Plan: 761 DSUs (Mr. Keller); 419 DSUs (Ms. Markus); 390 DSUs (Ms. Murray); 761 DSUs (Ms. Nazareth); and 694 DSUs (Mr. Zavery). |
(2) |
Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2023 (excluding DSUs granted under the
Deferred Compensation Plan), computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See Note 16, “Stock-Based Compensation”
to the consolidated financial statements included in our 2023 Form 10-K (the “2023 Consolidated Financial Statements”) for the relevant assumptions used to determine the valuation of these awards. The total number of DSUs
outstanding for each non-management director as of June 30, 2023 is as follows: 26,926 (Mr. Brun); 4,039 (Ms. Carter); 18,815 (Mr. Duelks); 1,133 (Mr. Flowers); 9,982 (Mr. Keller); 15,986 (Ms. Markus); 1,025 (Ms. Murray);
2,477 (Ms. Nazareth); 18,815 (Mr. Perna); and 5,456 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 2023 and exclude DSUs granted under the Deferred Compensation Plan. |
(3) |
Represents the aggregate grant date fair value of option awards granted during fiscal year 2023 computed in accordance with FASB ASC Topic
718. See Note 16, “Stock-Based Compensation” to the 2023 Consolidated Financial Statements for the relevant assumptions used to determine the valuation of these awards. The total number of stock options outstanding for each non-management
director as of June 30, 2023, all of which are exercisable, is as follows: 48,476 (Mr. Brun); 17,586 (Ms. Carter); 34,579 (Mr. Duelks); 5,090 (Mr. Flowers); 31,197 (Mr. Keller); 34,579 (Ms. Markus); 2,730 (Ms. Murray); 5,090 (Ms. Nazareth);
13,479 (Mr. Perna); and 10,678 (Mr. Zavery). |
(4) |
Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors. |
2023 Proxy Statement |
Broadridge |
39 |
Our Executive Officers
Name |
|
Age |
|
Position* |
Timothy C. Gokey |
|
62 |
|
CEO and Director |
Christopher J. Perry |
|
61 |
|
President |
Richard J. Daly |
|
70 |
|
Executive Chairman |
Robert Schifellite |
|
65 |
|
Corporate Senior Vice President, Investor Communication Solutions (“ICS”) |
Thomas P. Carey |
|
52 |
|
Corporate Vice President, Global Technology and Operations (“GTO”) |
Douglas R. DeSchutter |
|
53 |
|
Corporate Vice President, Bank Broker-Dealer, Customer Communications and Digital Center of Excellence (“COE”) |
Keir D. Gumbs |
|
49 |
|
Corporate Vice President, Chief Legal Officer |
Robert F. Kalenka |
|
60 |
|
Corporate Vice President, ICS, Operations |
Laura Matlin |
|
64 |
|
Corporate Vice President, Deputy General Counsel and Chief Compliance Officer |
Edmund L. Reese |
|
49 |
|
Corporate Vice President, Chief Financial Officer |
Richard J. Stingi |
|
59 |
|
Corporate Vice President, Chief Human Resources Officer |
|
* |
As of September 1, 2023 |
Timothy C. Gokey is our CEO and a member of our Board. Mr. Gokey’s biographical information is set forth in “Proposal 1—Election of Directors” on page 16 of
this Proxy Statement.
Christopher J. Perry is our President. Mr. Perry served as our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions since joining
Broadridge in 2014 until he was appointed to his current role in 2020. Prior to joining Broadridge, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial. He was Global Managing Director of Risk for the Financial
& Risk division of Thomson Reuters. In this role, he was the general manager of a global segment and was responsible for overseeing Governance, Risk, Compliance, as well as Pricing and Reference services. From 2011 to 2013, he was President,
Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Earlier in his career, Mr. Perry worked
for A-T Financial and PC Quote, after spending many years in institutional trading and retail brokerage with Kemper Financial’s Blunt Ellis & Loewi unit. In 2021, Mr. Perry joined the board of directors of The RepTrak Company, a private
reputation data and insights company. He also serves on the boards of the Make-A-Wish Foundation of New Jersey, the United Way of NYC, and is the Vice Chair of the Community Food Bank of NJ.
Richard J. Daly is the Executive Chairman of our Board and is our former CEO. Mr. Daly’s biographical information is set forth in “Proposal 1—Election of
Directors” on page 13 of this Proxy Statement.
Robert Schifellite served as President of our ICS business segment for over 15 years and was responsible for all aspects of that business, including the
Regulatory, Data Driven Fund Solutions, Issuer and Customer Communication businesses. Mr. Schifellite joined ADP’s Brokerage Services Group in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General
Manager of ICS. In 2007, when Broadridge became an independent company, he was appointed Corporate Vice President and head of the Bank, Broker-Dealer and Corporate Issuer Solutions businesses of our ICS segment. Mr. Schifellite was on the board of
the JDRF – Long Island Chapter.
Thomas P. Carey is our Corporate Vice President, GTO. He is the President of our GTO business segment, a position he has held since
October 2018, and is responsible for all aspects of that business. Prior to this role, Mr. Carey led Broadridge’s International business with responsibility for all lines of business in the EMEA and APAC regions from 2017 to 2018. Mr. Carey joined
ADP in 1992 and has held various roles with increasing responsibility at ADP and Broadridge, including as head of technology for the international business of ADP’s Brokerage Services Group from 2001 to 2004, and Chief Operating Officer of the
international business of ADP’s Brokerage Services Group from 2004 to 2008. From 2009 to 2017, Mr. Carey led the international business of Broadridge’s GTO segment.
40 |
Broadridge |
2023 Proxy Statement |
Our Executive Officers
Douglas R. DeSchutter is our Corporate Vice President, Bank Broker-Dealer, Customer Communications, and Digital COE. Effective October 1, 2023, Mr.
DeSchutter will serve as Co-President of Broadridge’s ICS business. In January 2023, Mr. DeSchutter was appointed to his current role and is responsible for our Bank Broker-Dealer business (U.S. and global proxy, prospectus, and class actions
solutions), Customer Communications business (transactional print and digital solutions), and overall digital strategy. Mr. DeSchutter was responsible for our Customer Communications business from 2017 to 2022, our digital solutions business from
2015 to 2016, our U.S. regulatory communication services from 2012 to 2015, and our transactional reporting services business from 2009 to 2012. Mr. DeSchutter was our Chief Strategy and Business Development Officer, responsible for mergers and
acquisitions and strategy, from 2007 to 2009. Prior to the spin-off of Broadridge from ADP in 2007, Mr. DeSchutter served in various capacities at ADP in corporate development and strategy. Prior to joining ADP in 2002, he was Vice President of
Mergers & Acquisitions at Lehman Brothers focusing on the technology sector.
Keir D. Gumbs is our Corporate Vice President and Chief Legal Officer. He joined Broadridge in July 2021. Mr. Gumbs oversees our legal, compliance, and
physical security teams, and helps lead Broadridge’s policy efforts. He co-leads the Company’s regulatory and government affairs activities and oversees the Company’s ESG reporting and engagement. Prior to joining Broadridge, Mr. Gumbs served as
the Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc. Mr. Gumbs joined Uber in 2018 in the role of Deputy Corporate Secretary and Associate General Counsel, Global M&A, Real Estate, Payments, Marketing, Executive
Compensation & Employee Benefits, Securities and Finance. Before Uber, Mr. Gumbs was a partner at Covington & Burling LLP from 2010 to 2018, and an associate from 2005 to 2010. At Covington, he focused on corporate governance, securities
regulation and other corporate matters. Prior to Covington, Mr. Gumbs was a lawyer in the Division of Corporation Finance of the SEC over a six-year period, including serving as Counsel to an SEC Commissioner. Mr. Gumbs is the Chair of the Society
for Corporate Governance and a member of the board of directors of NPower.
Robert F. Kalenka is our Corporate Vice President, ICS, Operations. Effective October 1, 2023, Mr. Kalenka will assume the role of President, Broadridge
Customer Communications, and Chief Operations Officer, ICS. He is responsible for global facilities and the operations of our ICS business. In 2016, Mr. Kalenka’s responsibilities were expanded to include the role of Chief Operations Officer of the
Broadridge Customer Communications business within the ICS segment, where he leads the Operations and Client Relations teams. Mr. Kalenka joined ADP’s Brokerage Services Group in 1992 in the Investor Communication Services Division as Director of
Finance. He was promoted to Vice President of Operations of the Investor Communication Services Division in 1994, and again as Chief Operating Officer and Senior Vice President of the Investor Communication Services Division in 1999.
Laura Matlin is our Corporate Vice President, Deputy General Counsel and Chief Compliance Officer. As Deputy General Counsel, she is responsible for the
international legal teams and helps set the department’s strategy. In her role as Chief Compliance Officer, a role she added to her responsibilities in 2017, Ms. Matlin is responsible for coordinating our enterprise compliance program and is
Co-Chair of the Company’s Second Line Council, which is a committee of all of the risk and compliance functions at the Company that oversee risk and compliance for the entire organization. Prior to 2015, she served as the Company’s Associate
General Counsel, Chief Privacy Officer and Assistant Corporate Secretary since the spin-off of Broadridge in 2007. In addition, Ms. Matlin served as the acting Chief Human Resources Officer from 2014 to 2015. Prior to the spin-off, she served as
Assistant General Counsel of ADP. Ms. Matlin joined ADP in 1997 as Corporate Counsel in ADP’s Brokerage Services Group.
Edmund L. Reese is our Corporate Vice President and Chief Financial Officer. He joined the Company in November 2020 from the American Express Company, where
he most recently served as Senior Vice President and CFO of the Global Consumer Services Group. He joined American Express in 2009 and held several financial leadership positions, including SVP–Head of Investor Relations and chief financial officer
positions across the Global Lending, Travel and Global Business Services businesses. Prior to joining American Express, Mr. Reese held senior finance positions at Merrill Lynch and Citigroup Smith Barney. In October 2022, Mr. Reese joined the board
of directors of The Hartford.
Richard J. Stingi is our Corporate Vice President, Chief Human Resources Officer. He was appointed our Chief Human Resources Officer in
February 2021 after serving as Interim Chief Human Resources Officer from September 2020. He leads all aspects of Human Resources globally, including talent acquisition, organizational development, succession planning, and total rewards. Mr. Stingi
joined Broadridge in 2013 to be the lead HR Business Partner for our GTO business and Corporate Functions. He expanded those responsibilities in 2019 to lead improvement and transformation initiatives across the Human Resources department. Prior to
joining Broadridge, Mr. Stingi spent 22 years at Goldman Sachs as a Managing Director in their Human Capital Management Division.
2023 Proxy Statement |
Broadridge |
41 |
Stock Ownership Information
Stock Ownership Information
Security Ownership of Executive Officers and Directors
The following table shows the number of shares of Common Stock beneficially owned by (a) each of our directors, (b) each of our director nominees, (c) each NEO and (d) by all directors, director
nominees, and executive officers as of July 31, 2023, as a group.
Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares. The address of each person named in the table below is c/o Broadridge Financial Solutions,
Inc., 5 Dakota Drive, Lake Success, New York 11042.
Beneficial Owner |
Number of Shares(1)(2)(3) |
|
Percentage of
Shares Beneficially Owned(4) |
|
Leslie A. Brun |
122,906 |
|
* |
|
Thomas P. Carey |
60,764 |
|
* |
|
Pamela L. Carter |
21,625 |
|
* |
|
Richard J. Daly(5) |
278,372 |
|
* |
|
Robert N. Duelks(6) |
76,800 |
|
* |
|
Melvin L. Flowers |
6,223 |
|
* |
|
Timothy C. Gokey |
656,787 |
|
* |
|
Brett A. Keller |
41,179 |
|
* |
|
Maura A. Markus |
58,413 |
|
* |
|
Eileen K. Murray |
3,755 |
|
* |
|
Annette L. Nazareth |
7,567 |
|
* |
|
Thomas J. Perna |
43,457 |
|
* |
|
Christopher J. Perry |
138,644 |
|
* |
|
Edmund L. Reese |
17,215 |
|
* |
|
Robert Schifellite |
142,372 |
|
* |
|
Amit K. Zavery |
16,139 |
|
* |
|
All directors, director nominees, and executive officers as a group (21) |
1,923,211 |
|
1.6% |
|
|
|
* |
Represents beneficial ownership of less than one percent of the issued and outstanding shares of our Common Stock as of July 31, 2023. |
(1) |
Includes unrestricted shares of Common Stock over which each director or executive officer has sole voting and investment power. |
(2) |
Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, 2023. If shares are acquired, the director
or executive officer would have sole discretion as to voting and investment. The shares beneficially owned include: (i) the following shares subject to such options granted to the following directors or executive officers: 48,476 (Mr.
Brun), 50,010 (Mr. Carey), 17,586 (Ms. Carter), 83,760 (Mr. Daly), 34,579 (Mr. Duelks), 5,090 (Mr. Flowers), 515,773 (Mr. Gokey), 31,197 (Mr. Keller), 34,579 (Ms. Markus), 2,730 (Ms. Murray), 5,090 (Ms. Nazareth), 13,479 (Mr. Perna), 70,784
(Mr. Perry), 12,066 (Mr. Reese), 92,058 (Mr. Schifellite), and 10,678 (Mr. Zavery); and (ii) 1,173,655 shares subject to such options granted to all directors and executive officers as a group. |
(3) |
Amounts provided for each director, other than Mr. Gokey and Mr. Daly, include DSU awards which are fully vested upon grant, and will settle
as shares of Common Stock upon the director’s separation from service on the Board. The DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. |
(4) |
The percentage of shares beneficially owned is based upon 118,115,862 shares of Common Stock outstanding as of July 31, 2023. |
(5) |
Includes 20,000 shares of Common Stock held by The EED 2012 Trust, 20,000 shares of Common Stock held by The KLD 2012 Trust, 9,484 shares of
Common Stock held by The EED 2014 Trust, and 2,700 shares of Common Stock held by the Daly Family Grandchildren’s 2020 Trust, trusts formed for the benefit of Mr. Daly’s children and grandchildren. Mr. Daly and his wife are co-trustees of
these trusts. |
(6) |
Includes 6,275 shares indirectly owned by Mr. Duelks and his wife through BOMAR II LLC, the Robert N. Duelks Revocable Trust dated January 11, 2007 and the
Mary E. Duelks Revocable Trust dated January 11, 2007. Ownership in BOMAR II LLC is held by various Grantor Retained Annuity Trusts in which Mr. Duelks and his wife act as trustees. |
42 |
Broadridge |
2023 Proxy Statement |
Stock Ownership Information
Five Percent Owners of Common Stock
Beneficial Owner |
|
Number of Shares |
|
Percentage of Shares
Beneficially Owned(4) |
The Vanguard Group, Inc.(1) |
|
14,255,958 |
|
12.1% |
BlackRock, Inc.(2) |
|
10,628,720 |
|
9.0% |
Morgan Stanley(3) |
|
6,577,256 |
|
5.6% |
|
|
(1) |
Based on information as of December 30, 2022 contained in a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group, Inc. (“Vanguard
Group”). Vanguard Group has sole dispositive power with respect to 13,764,722 shares of Common Stock, shared voting power with respect to 172,898 shares of Common Stock and shared dispositive power with respect to 491,236 shares of
Common Stock. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(2) |
Based on information as of December 31, 2022 contained in a Schedule 13G/A filed on January 25, 2023 by BlackRock, Inc. (“BlackRock”),
BlackRock reported sole voting power with respect to 9,768,809 shares of Common Stock and sole dispositive power with respect to 10,628,720 shares of Common Stock. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. |
(3) |
Based on information as of December 30, 2022 contained in a Schedule 13G/A filed on February 8, 2023 by Morgan Stanley, reported shared
voting power with respect to 5,976,190 shares of Common Stock and shared dispositive power with respect to 6,575,789 shares of Common Stock. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036. |
(4) |
The percentage of shares beneficially owned is based upon 118,115,862 shares of Common Stock outstanding as of July 31, 2023. |
2023 Proxy Statement |
Broadridge |
43 |
PROPOSAL 2
Advisory Vote to Approve Compensation
of Our Named Executive Officers
(the Say on Pay Vote)
|
|
In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies
and practices, and in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote
on the compensation of the NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement. |
|
|
|
|
At the 2022 Annual Meeting, approximately 92% of the votes cast on the Say on Pay Vote were voted in favor of the proposal. The
Compensation Committee discussed the results of this advisory vote in connection with its review of compensation decisions.
As described in more detail in the “Compensation Discussion and Analysis” beginning on page 45 of this Proxy Statement, the Company has
adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few
highlights of our performance and our executive compensation policies and practices in fiscal year 2023.
|
|
2022 Say on Pay Vote |
|
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image090.jpg) |
|
Pay for Performance. The mix of compensation elements for the NEOs, and particularly the CEO, is more heavily weighted towards variable,
performance-based compensation than for the balance of the Company’s executive officers. This is intended to ensure that the executives who are most responsible for overall performance and changes in shareholder value are held most
accountable for results. For fiscal year 2023, approximately 91% of the target TDC of our CEO, Mr. Gokey, and approximately 81% of the target TDC of our other NEOs (on average), is at risk and tied primarily to the growth and profitability
of the Company.
Broadridge demonstrated another year of strong growth in fiscal year 2023. In line with the Company’s strong overall financial performance in fiscal year 2023, the annual cash incentive payments for the NEOs ranged from
92% to 106% of their targets. In addition, because of our strong EPS performance in fiscal years 2022 and 2023, performance-based RSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of their
target amounts.
Based on these factors, the Compensation Committee concluded that fiscal year 2023 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong.
The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs. This vote is advisory and will not be binding on the Company.
However, the Board and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our NEOs. The Company has included in this Proxy Statement a proposal regarding the
frequency of the Say on Pay Vote, and the Board has recommended that stockholders vote for “One Year” to approve, on an advisory basis, an annual Say on Pay Vote. Unless the Board modifies its policy, the next Say on Pay Vote will be held
at the 2024 Annual Meeting.
|
|
|
The Board recommends a vote FOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement |
44 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Compensation Discussion and Analysis
This section of the Proxy Statement explains the design and operation of our executive compensation program with respect to the following NEOs listed in the “Summary Compensation”
table on page 63.
Our Named Executive Officers
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image091.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image092.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image093.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image094.jpg) |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image095.jpg) |
Timothy C. Gokey
CEO and Director
|
|
Edmund L. Reese
Corporate Vice President and Chief Financial Officer
|
|
Christopher J. Perry
President
|
|
Robert Schifellite
Corporate Senior
Vice President, ICS*
|
|
THOMAS P. CAREY
Corporate Vice President, GTO
|
CD&A Roadmap
Our Compensation Discussion and Analysis is presented as follows:
EXECUTIVE
SUMMARY |
|
2023 COMPENSATION
DESIGN AND
DETERMINATION |
|
ROLES AND PROCESSES FOR
EXECUTIVE COMPENSATION
DECISION-MAKING |
|
COMPENSATION
GOVERNANCE |
Provides an overview of our executive compensation practices, programs and processes, as well as our key principles.
Page 46
|
|
Explains executive compensation decisions made for fiscal year 2023.
Page 50
|
|
Discusses the roles of the Compensation Committee, their compensation consultant, and management, as well as peer group formation.
Page 57
|
|
Discusses the Company’s stock ownership and retention and holding periods, Clawback Policy, Insider Trading Policy, prohibition on hedging and pledging, severance plan, the use of employment agreements and offer letters and Section 162(m).
Page 60
|
* |
Mr. Schifellite passed away in September 2023. |
2023 Proxy Statement |
Broadridge |
45 |
Executive Compensation
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image096.jpg)
Executive Summary
Philosophy and Objectives of our Executive Compensation Program
The philosophy underlying our executive compensation program is founded on three primary principles, which include:
HIRE AND MOTIVATE TALENTED
EXECUTIVES |
PAY FOR PERFORMANCE |
ALIGN COMPENSATION WITH
STOCKHOLDER VALUE |
Compensation is market competitive to attract, engage and retain executives who will help ensure our future success.
Program is designed to motivate and inspire behavior that fosters a high- performance culture while maintaining a reasonable level of risk
and adherence to the highest standards of corporate governance.
|
Program provides a clear connection between compensation and performance.
A significant portion of each executive’s pay varies based on organizational, business unit and individual performance.
|
Interests of our executives are aligned with stockholders by heavily weighting compensation towards variable, performance-based incentives.
We use a combination of short-term and long-term incentives to motivate our executives to meet performance goals in a manner that supports our long-term strategic objectives, with a significant portion of our executives’ compensation
opportunity linked to our Common Stock.
|
Elements of our Executive Compensation Program
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements
and a majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.
|
|
Element |
|
Form |
|
Performance Measures and Key Terms |
|
Objective |
|
|
Base Salary |
|
Fixed cash |
|
●
Reviewed annually and adjusted when appropriate based on the executive’s responsibility, performance, and market competitiveness
|
|
Attract and retain executive talent |
|
|
|
|
|
|
|
|
|
|
|
Annual Cash Incentive |
|
Variable cash |
|
●
70% Financial Goals
■
Compensation Adjusted Fee-Based Revenue (15%)
■
Compensation Adjusted Earnings Before Taxes (“EBT”) (35%)
■
Closed Sales (20%)
●
5% Client Satisfaction Goal
●
25% Strategic and Leadership Goals (including DEI goals)
|
|
Reward annual performance based on key financial and operational measures that align with our business strategy |
|
|
|
|
|
|
|
|
|
|
|
Long-Term Equity Incentives |
|
50% performance-based RSUs (“PRSUs”) |
|
●
30-month total vesting period, including a two-year performance period
●
Compensation Adjusted EPS Goals
NEW for 2024: three-year performance and vesting period
|
|
Reward performance on achievement of long-term financial results |
|
|
|
|
50% Stock
Options |
|
●
Vest 25% per year, subject to continued employment
●
Only have value if Company performance results in stock price appreciation
|
|
Directly align the interest of management with those of stockholders |
46 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
2023 Compensation Highlights
The Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests
with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices.
Balanced Incentive Metrics Supporting our Strategy |
|
●
The performance metrics utilized for the Company’s annual cash incentive and long-term equity incentive compensation align with Broadridge’s operating plan and the goal of
creating shareholder value. For fiscal year 2023, these included:
Annual Cash Incentive:
■
Fee-Based Revenue is the foundation for the Company’s future growth
■
Adjusted EBT is a key measure of annual corporate performance
■
Closed Sales is an important measure for expected future revenue, which drives the Company’s growth
■
Client Satisfaction targets to emphasize the importance of client retention to the achievement of Broadridge’s financial goals
■
Strategic and leadership goals reinforce the importance of the Company’s non-financial strategic objectives
Long-Term Equity Incentive:
■
Adjusted EPS is a primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests and hold executives accountable for the
long-term performance of the Company
●
Strong engagement and leadership displayed by our NEOs drives a clear line of sight to these metrics across the Company. Line of sight is the degree to which an employee can
understand how their contributions influence the performance measures being evaluated
|
Compensation Aligned with Performance |
|
●
We believe that aligning our executives’ incentives with Broadridge’s strategic goals is critical to attain long-term strategic success.
●
Annual cash incentive payments to the NEOs for fiscal year 2023 ranged from 92% to 106% of their targets.
●
Our NEOs’ actual TDC for fiscal year 2023 reflects the Company’s strong overall financial performance.
●
PRSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of target, reflecting average fiscal years 2022 and 2023 Compensation
Adjusted EPS performance that exceeded our target goals.
|
Transition to Three-Year Performance Period for PRSUs |
|
For fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for our PRSUs. This change was made
to better align our program with prevalent market practices and be responsive to commentary provided by some investors as part of our annual investor engagement process. |
Risk Mitigation and Corporate Governance Policies and Practices |
|
Broadridge has certain policies in place to minimize excessive risk taking such as a Clawback Policy and a policy that prohibits the hedging or pledging
of the Company’s securities. In addition, in consultation with FW Cook, the Compensation Committee reviewed the compensation programs for all Broadridge employees and concluded that these programs do not create risks that would be reasonably
likely to have a material adverse effect on the Company. |
Diversity, Equity, and Inclusion Component of Officer Annual Cash Incentive |
|
Broadridge is committed to diversity, equity, and inclusion. We recognize that developing and maintaining diverse talent, and having people of all
backgrounds, experiences and identities is not only an important social obligation, but also a critical component to our continued growth and success in providing award-winning service for our clients and, ultimately, in creating value for
stockholders. In fiscal year 2023, Broadridge again had a component of compensation tied to DEI for each NEO. |
Consistent Say-on-Pay Support |
|
At the 2022 Annual Meeting, stockholders continued their strong support of our executive compensation program with
approximately 92% of the votes cast in favor of the proposal. Based on the results, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders.
Accordingly, the Compensation Committee decided to retain the core elements and pay for performance design of our executive compensation program for fiscal year 2023. |
2023 Proxy Statement |
Broadridge |
47 |
Executive Compensation
Select Performance Highlights
Fiscal year 2023 was another year of strong financial results for Broadridge. Our compensation metrics and performance for fiscal year 2023 are highlighted below.
Dollars in Millions except per share amounts.
■ GAAP |
|
■ Non-GAAP Adjusted(1) |
|
■ Compensation Adjusted(2) |
|
■ Key Performance Indicator(3) |
|
∆ Performance Over Prior Fiscal Year |
Fee-Based Revenue |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image097.jpg) |
EBT |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image098.jpg) |
Closed Sales |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image099.jpg) |
Diluted EPS |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image100.jpg) |
|
|
(1) |
The adjusted measures presented in this section are Non-GAAP measures. For information on the Company’s use of Non-GAAP financial measures, see “Non-GAAP Financial Measures” beginning on page 92 of this Proxy
Statement. |
(2) |
Our performance-based compensation metrics include Non-GAAP financial measures that are further adjusted as set forth in the 2018 Omnibus Plan. We refer to these measures as “Compensation Adjusted” measures. For
information on the Company’s use of these metrics, see “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
(3) |
Closed Sales is one of our key performance indicators because it is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance. For the definition of Closed Sales, see “Non-GAAP
Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
48 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Compensation Governance Best Practices
Our target TDC aligns with our pay for performance compensation design to incentivize our CEO and other NEOs for short-term and long-term objectives that align with shareholder value
creation. The Company has the following policies and practices in place to minimize excessive risk taking and meet best practices in compensation governance.
|
|
|
What We Do |
|
|
|
What We Don’t Do |
Competitive Compensation
Design |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Design compensation programs that do not encourage excessive risk taking
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Engage an independent compensation consultant for the Compensation Committee that does no other work for the Company
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Require minimum vesting periods for awards granted to associates, subject to limited exceptions
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Require executives to agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions
|
|
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Provide tax gross-ups in the event of a change in control
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Pay dividends or dividend equivalents as a part of our long-term incentive program before vesting of the underlying shares occurs
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Provide excessive perquisites for our officers or directors
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Permit stock option repricing without stockholder approval or grants of discount stock options
|
Pay for Performance |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Require a majority of NEO target compensation be performance based
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Provide stockholders an annual Say on Pay Vote
|
|
|
|
Compensation Policies |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Maintain a comprehensive Clawback Policy that requires the Company to recover incentive compensation in the event of an accounting restatement, and permits recovery for an
officer’s intentional misconduct
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Maintain a severance policy that provides for double-trigger change in control for cash payments and equity vesting
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Prohibit hedging or pledging of the Company’s securities by our executive officers, directors, and employees
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Maintain robust stock ownership guidelines for executive officers, including a rigorous 6x base salary requirement for the CEO
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Have stock retention and holding period requirements
|
|
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
No liberal recycling of shares
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
No single-trigger vesting on a change in control
|
2023 Proxy Statement |
Broadridge |
49 |
Executive Compensation
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image105.jpg)
2023 Compensation Design and Determination
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value.
Our goal is to position total target compensation at the median of the external market for the NEOs. On an individual basis, target compensation for each NEO may be set above or
below median based on a variety of factors, including time in position, sustained performance over time, readiness for promotion, and skill set and experience relative to external market counterparts. We have a combination of pay elements and a
majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.
The following graphics illustrate the predominance of variable and performance-based compensation in our NEO compensation. Details on each component are described in this section.
Executive Total Target Compensation Mix
CEO
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image106.jpg)
|
|
Other NEO(1)
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image107.jpg)
|
(1) |
Other NEO target TDC is an average of the annualized total compensation of Mr. Reese, Mr. Perry, Mr. Schifellite, and Mr. Carey. |
Base salary
The Compensation Committee reviews the base salaries of the NEOs in the first quarter of the Company’s fiscal year. For fiscal year 2023, the Compensation Committee
determined the following adjustments to the NEOs’ base salaries based on their performance and market competitiveness of each executive officer’s base salary.
Name |
Fiscal Year 2022
Base Salary |
|
Change |
Fiscal Year 2023
Base Salary |
Timothy C. Gokey |
$ |
975,000 |
|
5.1% |
$ |
1,025,000 |
Edmund L. Reese |
$ |
630,000 |
|
7.1% |
$ |
675,000 |
Christopher J. Perry |
$ |
659,917 |
|
5.0% |
$ |
692,913 |
Robert Schifellite |
$ |
665,819 |
|
6.0% |
$ |
705,768 |
Thomas P. Carey(1) |
$ |
485,377 |
|
16.0% |
$ |
563,037 |
(1) |
Mr. Carey’s base salary was paid in GBP and converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as
of June 30, 2023 for purposes of this table. |
50 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Incentive Compensation
Broadridge provides both annual and long-term performance-based compensation to all executive officers, including the NEOs. The 2018 Omnibus Plan provides the structure for incentive
compensation, including annual cash and equity awards for our NEOs and all other eligible associates. The Officer Bonus Plan provides the framework for the calculation and payment of annual performance-based cash incentives to our NEOs and other
executive officers.
The following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the limited context of our executive
compensation program and are defined in “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. Investors should not apply these measures and goals to other
contexts.
Annual Cash Incentive Compensation
For fiscal year 2023, the Compensation Committee determined that the performance measures of the annual cash incentive awards for the NEOs would be calculated as follows:
FINANCIAL GOAL
ACHIEVEMENT
(70% OF TOTAL) |
+ |
CLIENT
SATISFACTION GOAL
ACHIEVEMENT
(5% OF TOTAL) |
+ |
STRATEGIC AND
LEADERSHIP GOAL
ACHIEVEMENT
(25% OF TOTAL) |
= |
ANNUAL INCENTIVE
AMOUNT |
Financial Goals
The Compensation Committee considers the achievement of financial goals to be the most relevant measure of the Company’s overall business performance for the year;
therefore, the financial goals are the most heavily weighted factor.
CORPORATE FINANCIAL GOALS
The corporate financial goals used to score the annual cash incentives of the NEOs are set forth below.
Compensation Adjusted Fee-Based Revenue(1)
Increasing the Company’s fee-based revenues is a foundation for future growth.
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image108.jpg)
Compensation Adjusted EBT(1)
Key measure of annual corporate performance, alignment with stockholder interests.
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image109.jpg)
2023 Proxy Statement |
Broadridge |
51 |
Executive Compensation
Closed Sales(1)
Lead to expected future revenue, driving the Company’s growth.
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image110.jpg)
(1) |
Dollars are presented in millions and amounts are rounded. For information on how these metrics are calculated, see the “Non-GAAP Financial
Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
(2) |
For Mr. Schifellite and Mr. Carey, the weighting of each measure is half of what is indicated on the table above. |
The Compensation Committee determined that the financial goals above are aligned with the Company’s long-term growth and profitability objectives. The Compensation Committee
established threshold, target and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the Company’s operating plan growth
goals.
Business Segment Financial Goals
In addition to the corporate financial goals, annual cash incentives for Mr. Schifellite and Mr. Carey include business segment financial goals for Compensation
Adjusted Fee-Based Revenue, Compensation Adjusted Earnings Before Interest and Taxes (“EBIT”), and Closed Sales. Determination of annual cash incentives for Mr. Schifellite and Mr. Carey are based on achievement of both the corporate
financial goals and business segment financial goals for their respective businesses, which are weighted equally.
In determining the business segment financial goals, the Compensation Committee considers annual and long-term financial goals, operational plans, strategic initiatives and the prior
year’s actual results, to establish performance goals that are challenging yet attainable. For fiscal year 2023, business segment financial goals for both ICS and GTO were set above the prior year’s achievement level, except for the ICS Closed
Sales goal, which was set above the prior year’s target level. Targets related to the business segment financial goals are not provided in this Proxy Statement, as the Company believes such disclosure would cause competitive harm. Achievement
levels for fiscal year 2023 were as follows.
|
Compensation
Adjusted
Fee-Based Revenue |
|
Compensation
Adjusted
EBIT(1) |
|
Closed Sales |
Mr. Schifellite
Corporate Senior Vice President, ICS |
95% |
|
95% |
|
175% |
Mr. Carey
Corporate Vice President, GTO |
115% |
|
114% |
|
0% |
(1) |
For information on how these metrics are calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this
Proxy Statement. |
52 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Client Satisfaction Goal
We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value. In
furtherance of this principle, client satisfaction is a component of every full-time associate’s compensation because of the importance of client retention to the achievement of Broadridge’s financial goals, especially its Recurring fee revenue
goals.
Our annual client satisfaction survey uses a Net Promoter Score to provide client insight into our products and services. The Net Promoter Score is a metric that takes the form of a
single survey question asking respondents to rate the likelihood that they would recommend Broadridge’s products or services to a peer or colleague. The results are tabulated by product or solution, covering 52 Broadridge products, and weighted by
the total revenue of each product or solution.
The Compensation Committee sets threshold, target and maximum Net Promoter Score goals for the Officer Bonus Plan at the beginning of the fiscal year. In order to earn a payout over
100% of target, an improvement of 4.3% or more from fiscal year 2022 is required. In fiscal year 2023, we achieved a Net Promoter Score within the targeted range, resulting in achievement of 100% of target for this component of the Officer Bonus
Plan.
Strategic and Leadership Goals
Strategic and leadership achievement is included as a component of each NEO’s annual cash incentive to reinforce the importance of the Company’s non-financial
strategic objectives. These goals are set at the beginning of the fiscal year and vary by NEO. Our CEO’s goals align with five key performance expectations, including financial, strategic growth, human capital, operational excellence and client
goals. The goals of all other NEOs also align with these priorities. Each NEO’s set of metrics was considered in the strategic and leadership assessment score determined by the Compensation Committee based on a holistic evaluation of the NEO’s
strategic and leadership performance.
Broadridge recognizes that developing and maintaining diverse talent and employing people of all backgrounds, experiences and identities is a critical component to the Company’s
continued growth and success, in providing award-winning service for our clients and, ultimately, an engaging place for our associates. As a result, the Compensation Committee established DEI objectives for the executive officers as part of their
strategic and leadership goals, including goals to increase the representation of women and racially or ethnically diverse associates.
The Compensation Committee considered the achievement of each of these strategic and leadership objectives in its assessment of each NEO’s performance and concluded that performance
was strong in fiscal year 2023. As a result, the Compensation Committee determined to pay each NEO between 98%-110% of the target on the strategic and leadership goals portion of their cash incentive award.
Fiscal Year 2023 Annual Incentive Compensation Payments
The results of the annual incentive award calculations for fiscal year 2023 are detailed below.(1)
Name |
|
Base Salary
as of June 30,
2023 |
|
Target as
% of Base |
|
Target
($) |
|
Financial
(70%) |
|
Client
Satisfaction
(5%) |
|
Strategic and
Leadership
(25%) |
|
Earned as
% of Target |
|
Earned
($) |
|
Timothy C.
Gokey |
|
$ |
1,025,000 |
|
x |
150% |
|
$ |
1,537,500 |
|
93% |
|
100% |
|
110% |
|
97% |
|
$ |
1,497,756 |
|
Edmund L. Reese |
|
$ |
675,000 |
|
x |
100% |
|
$ |
675,000 |
|
93% |
|
100% |
|
110% |
|
97% |
|
$ |
657,551 |
|
Christopher J. Perry |
|
$ |
692,913 |
|
x |
140% |
|
$ |
970,078 |
|
93% |
|
100% |
|
98% |
|
94% |
|
$ |
915,899 |
|
Robert Schifellite |
|
$ |
705,768 |
|
x |
130% |
|
$ |
917,498 |
|
106% |
|
100% |
|
110% |
|
106% |
|
$ |
974,980 |
|
Thomas P. Carey(2) |
|
$ |
563,037 |
|
x |
125% |
|
$ |
703,796 |
|
87% |
|
100% |
|
102% |
|
92% |
|
$ |
644,079 |
|
(1) |
Achievement amounts are rounded to the nearest whole percent. |
|
(2) |
Mr. Carey was paid in GBP and amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for
purposes of this table. |
2023 Proxy Statement |
Broadridge |
53 |
Executive Compensation
Long-Term Equity Incentive Compensation
The purpose of long-term equity incentive compensation is to align executive officer financial interests with those of stockholders, and to improve our long-term profitability and
stability through the attraction and retention of superior talent.
The Company grants both stock options and PRSUs to its executive officers annually to reinforce key business strategies.
Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is typically allocated equally between stock options and PRSUs.
The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and PRSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants.
Beginning with fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for PRSUs.
Details on the annual long-term equity awards for fiscal year 2023 are provided in the table below.
Type of Equity |
|
Vesting |
|
Terms |
|
Stock Options |
|
Vest 25% per year on the anniversary date of the grant, subject to
continued employment with the Company. |
|
●The exercise price equals the Common Stock closing price on the
date of the grant (i.e., fair market value)
●Stock options have a 10-year maximum term
●The number of stock options is determined by dividing the target
value by the option’s binomial value(1)(2)
|
|
|
|
Year 1
Vest 25%
|
|
Year 2
Vest 25%
|
|
Year 3
Vest 25%
|
|
Year 4
Vest 25%
|
|
|
|
|
|
|
|
|
|
|
|
Performance- Based RSUs |
|
Vest on April 1st of the calendar year following the applicable
two-year performance period, subject to continued employment with the Company. These awards have time-based vesting after the achievement of performance goals, resulting in a 30-month total vesting
period from date of award to date of vesting. |
|
● The performance criterion is average Compensation Adjusted EPS for the two prior fiscal years. For fiscal year 2023, this
is the average Compensation Adjusted EPS for fiscal years 2022 and 2023
●The number of shares that can be earned based on performance ranges from 0% to 150% of the total target PRSUs
● The dollar target is converted into a target number of PRSUs based on the 30-day average prior to grant(2)
|
|
|
|
2 Year
Performance Period |
|
|
Additional 6 Month
Vesting Period |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The binomial value is determined using a binomial option-pricing valuation model under FASB ASC Topic 718 and
based on a 30-day average closing price of Common Stock prior to grant. |
(2) |
The use of an average Common Stock closing price for purposes of converting dollar value targets into shares is intended to
reduce the impact of short-term stock price volatility on individual awards, thereby mitigating the risk of a windfall or impairment to the award opportunity. |
54 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
2023 Long-Term Equity Incentive Award Granted
In August 2022, the Compensation Committee approved the fiscal year 2023 long-term equity incentive award targets for the NEOs, taking into account the review of the
market analysis completed by FW Cook, and the NEOs’ ongoing roles and impact on the organization.
The Compensation Committee approved the grant of the following long-term incentive awards during fiscal year 2023, which were split evenly between stock option and PRSU awards:
Fiscal Year 2023 Long-term Equity Incentive Awards Granted
Name |
Total Annual Value |
|
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image111.jpg) |
Timothy C. Gokey |
$ |
9,475,000 |
|
|
Edmund L. Reese |
$ |
2,150,000 |
|
|
Christopher J. Perry |
$ |
2,625,000 |
|
|
Robert Schifellite |
$ |
1,825,000 |
|
|
Thomas P. Carey |
$ |
1,650,000 |
|
|
|
|
|
|
|
|
Performance-Based RSU Awards Earned in Fiscal Year 2023
For PRSUs granted in 2021, the Compensation Committee set and evaluated Compensation Adjusted EPS goals for the two-year performance period ended in fiscal year
2023. Following completion of the performance period, the Compensation Committee determined that the NEOs earned approximately 104% of the PRSU target award amounts, due to the achievement of average Compensation Adjusted EPS for fiscal years 2022
and 2023 of $6.78. Broadridge’s annual Compensation Adjusted EPS achievement for fiscal years 2022 and 2023 was $6.57 and $6.99, respectively. The earned PRSUs will vest and convert into shares of our Common Stock in April 2024, provided that the
officer remains actively employed with Broadridge on the vesting date.
Compensation Adjusted EPS(1)
Aligns with Stockholder Interests
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image112.jpg)
(1) |
For information on how these metrics are calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation
Adjusted Non-GAAP Financial Measures” section of this Proxy Statement. |
2023 Proxy Statement |
Broadridge |
55 |
Executive Compensation
Additional Benefits
Retirement Plans(1)
401(k) |
SORP |
ERSP |
UK Group Personal
Pension |
Our U.S.-based NEOs are provided retirement
benefits on the same terms as those offered to other U.S.-based employees through the 401(k) Plan. The 401(k) Plan allows employees to save for retirement on a tax-deferred or Roth after-tax basis, and Broadridge makes matching
contributions to the 401(k) Plan to encourage participation in this plan. |
Mr. Gokey and Mr. Schifellite participate
in the Supplemental Officer Retirement Plan (the “SORP”). The SORP provides supplemental benefits to certain executive officers and was intended to support the objective of attracting and retaining key talent by improving the
competitiveness of our rewards package and tying the receipt of value to continued tenure through a defined retirement age. The SORP closed to new participants on January 1, 2014. |
The Amended and Restated Broadridge
Executive Retirement and Savings Plan (the “ERSP”) is a defined contribution restoration plan that mirrors the 401(k) Plan for a select group of US-based executives. The ERSP allows for voluntary deferrals of base salary and/or cash
incentives and employer contributions above the qualified plan limitations. SORP participants are eligible to defer cash compensation into the
ERSP but are not eligible for Company matching. |
Mr. Carey participates in the Group Personal Pension (“GPP”) which provides 12% of base salary into his pension plan or as a gross allowance. The GPP is a defined contribution arrangement for our UK-based employees. The Plan
allows employees to save for their retirement in a tax efficient manner, with contributions from both the employee and Broadridge. There are limits as to the total amount that can be contributed into such plans for high earners, and
Broadridge provides a cash allowance to Mr. Carey of 10,000 GBP to account for this limitation. |
Benefits and Perquisites(2)
ASSOCIATE BENEFITS |
EXECUTIVE RETIREE HEALTH
INSURANCE |
PERQUISITES |
Our NEOs receive health and welfare
benefits during active employment on the same terms as those offered to other employees in their respective country. |
All U.S.-based NEOs who terminate
employment with the Company after they have attained age 55 and have at least 10 years of service are eligible to participate in our Executive Retiree Health Insurance Plan. This plan is a post-retirement benefit plan that helps defray the
health costs of eligible key executive retirees and qualifying dependents until they are entitled to benefits under Medicare. |
Broadridge provides the NEOs with a Company-paid car or car allowance. The Broadridge Foundation provides up to $10,000 per calendar year in matching of charitable contributions made to qualified tax exempt organizations in the U.S.
on behalf of executive officers. In addition, the Company paid Mr. Carey’s United Kingdom and U.S. tax preparation fees. The Compensation Committee reviewed these perquisites in fiscal year 2023 and determined that they are in line with
perquisites provided by companies with which Broadridge competes for talent. |
(1) |
See “Pension Benefits” and “Non-Qualified Deferred Compensation” on pages 68 and 69 in this Proxy Statement, respectively, for further information regarding
Broadridge’s retirement plans. |
(2) |
See the “All Other Compensation” table on page 64 of this Proxy Statement for more information regarding the perquisites provided to the NEOs. |
56 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image113.jpg)
Roles and Processes for Executive Compensation Decision-Making
|
REVIEW (JULY - SEPTEMBER) |
|
●Review operating goals and budget
●Approve target compensation for the CEO and other NEOs, including annual cash
incentive and long-term incentive compensation
|
|
|
|
●Review and approve annual cash incentive objectives for the CEO and other NEOs, including financial, client satisfaction and strategic and leadership objectives for the
coming fiscal year |
|
|
|
●Financial goals are aligned to fiscal year operating plan
●Strategic and leadership goals include DEI goals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EVALUATE (SEPTEMBER - JUNE) |
|
●Review year-to-date financial performance relative to peers
and goals |
|
|
|
●Review progress towards financial, business and strategic and leadership objectives |
|
|
|
●Review market compensation trends, including market studies and peer group
benchmarking by the Compensation Consultant for the following year
●Review peer group composition for the following year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRANT
(OCTOBER) |
|
|
|
GRANT
(FEBRUARY) |
|
|
|
APPROVE
(JULY - AUGUST OF
FOLLOWING YEAR) |
|
|
●Performance-based RSUs granted |
|
|
|
●Stock options granted |
|
|
|
●Approve annual cash incentive achievement, including financial, client
satisfaction and strategic and leadership goals
●Approve achievement of EPS goals for performance-based RSUs
|
|
Role of the Compensation Committee and Board of Directors
The Compensation Committee has oversight of all compensation elements provided to Broadridge’s executive officers, including the NEOs.
The Compensation Committee plays a significant role in the evaluation of Broadridge’s executive compensation strategies and policies to ensure that our executive compensation program
supports our long-term business strategies and enhances our performance and return to stockholders while not creating undue risk. Among its duties, the Compensation Committee determines and approves the total compensation of our CEO and approves
the compensation for the remainder of our executive officers after taking into account the CEO’s recommendations including:
● |
Review and approval of corporate incentive goals and objectives relevant to compensation |
● |
Evaluation of the competitiveness of each executive officer’s total compensation package |
● |
Approval of any changes to the total compensation package, including base salary, annual cash incentive and long-term
equity incentive award opportunities |
2023 Proxy Statement |
Broadridge |
57 |
Executive Compensation
Role of the Independent Compensation Consultant
The Compensation Committee engages FW Cook as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our
executive officers and directors. In addition, FW Cook gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, executive compensation trends, guidance on industry
best practices and pay for performance alignment, drafting of compensation-related disclosures, and governance and regulatory updates. FW Cook also provides ongoing assistance in the design and structure of the variable incentive plans, including
the selection of performance metrics and the setting of performance goals.
In addition, at the request of the Compensation Committee, during fiscal year 2023, FW Cook conducted a peer group review of the alignment between the Company’s performance and
realizable pay over Broadridge’s most recently completed one- and three-fiscal year periods for the NEOs. The analysis indicated Broadridge’s executive compensation program generally maintains a strong pay for performance orientation and does not
indicate material weakness in design or performance goals. The performance factors reviewed as part of this analysis were revenue growth, operating income growth and return on invested capital.
The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2023, concluded that FW Cook is independent, and their work has not raised any conflicts
of interest. FW Cook reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity.
Role of Management
Our CEO makes recommendations to the Compensation Committee with respect to the base salaries, annual cash incentive awards and long-term equity incentive awards
for executive officers, within the framework of the executive compensation program approved by the Compensation Committee and taking into account FW Cook’s review of market competitive compensation data on behalf of the Compensation Committee.
These recommendations are based upon the CEO’s assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and retention considerations. The Compensation Committee considers the CEO’s
recommendations in its sole discretion. Our CEO does not make recommendations with respect to his compensation.
58 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Peer Group Selection and Market Data
Broadridge refers to a peer group in establishing executive officer target compensation. The list of companies determined to be Broadridge’s peers for executive officer compensation benchmarking
purposes is reviewed annually by the Compensation Committee. Fiscal year 2023 target compensation was determined by the Compensation Committee taking into account the Peer Group set out below.
Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the NEOs. As there is limited data on positions other
than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from two global survey sources related to general industry and technology companies, size-adjusted for Broadridge’s total revenues, or in the case of the
roles of Mr. Schifellite and Mr. Carey, size-adjusted for the total revenues of the businesses they manage, when it considers the market competitiveness of NEO compensation levels and/or market practices. The survey providers utilized were Willis
Towers Watson and Aon Radford. The Compensation Committee does not review the specific companies included in these surveys.
HOW THE
PEER GROUP WAS CHOSEN |
HOW WE USE THE PEER GROUP |
●Comparable businesses operating in similar industries
●Within a reasonable range of revenue, market capitalization, operating income,
total assets, and number of employees compared to Broadridge, with revenue and market capitalization as the primary measures
●Similar cost structures, business models, and
compensation models
●Similar level of global presence
|
●As a reference point to assess the competitiveness of base salary, incentive
targets, and TDC awarded to the NEOs
●As information on market practices in connection with compensation plan design,
share utilization, share ownership guidelines and perquisites
●To compare Company performance and validate whether executive compensation
programs are aligned with Company performance
|
Peer Group Companies |
|
The Compensation Committee, with the assistance of FW Cook determined that the following 14 companies are Broadridge’s peers for
fiscal year 2023 compensation benchmarking purposes (the “Peer Group”): |
|
|
●Bread Financial Holdings, Inc.(1)
●Equifax, Inc.
●Euronet Worldwide, Inc.
●Fidelity National Information Services,
Inc.
●Fiserv, Inc.
●Gartner, Inc.
●Global Payments Inc.
●Intercontinental Exchange, Inc.
●Jack Henry & Associates, Inc.
●Paychex, Inc.
●SS&C Technologies Holdings, Inc.
●Verisk Analytics, Inc.
●The Western Union Company
●IHS Markit Ltd.(2)
|
|
|
|
|
(1) |
Bread Financial, formerly Alliance Data Systems Corporation, changed its name in March 2022. |
(2) |
IHS Markit Ltd. merged with S&P Global in February 2022. The company will be removed from next year’s peer group. |
(3) |
Financials shown are based on FW Cook’s June 2022 executive compensation review which was used to inform fiscal 2023 target compensation
levels. Dollar amounts shown in billions. |
2023 Proxy Statement |
Broadridge |
59 |
Executive Compensation
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image115.jpg)
Compensation Governance
Stock Ownership Guidelines and Retention and Holding Period Requirements
The Company’s robust stock ownership guidelines reinforce the objective of increasing equity ownership of the Company among executive officers in order to more closely align their interests with those
of our stockholders. The ownership guidelines are based on each executive officer acquiring and holding a total equity value at least equal to a specified multiple of his or her annual base salary. The multiples of base salary by executive officer
position are:
Level |
Multiple of Base Salary |
Chief Executive Officer, Executive Chairman |
6x |
President |
4x |
Chief Financial Officer |
3x |
All other Corporate Senior Vice Presidents and Corporate Vice
Presidents |
2x |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image020.jpg) |
WHAT COUNTS: |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image102.jpg) |
WHAT DOESN’T COUNT: |
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Shares owned outright
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Shares beneficially owned by direct family members (spouse, dependent children)
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image103.jpg)
Shares held in the executive’s account under a 401(k) plan or other savings plan
|
|
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Unexercised stock options
![](https://www.sec.gov/Archives/edgar/data/1383312/000114036123045526/ny20007875x500_image104.jpg)
Unvested time- and performance-based RSUs
|
The Compensation Committee has also established stock retention and holding period requirements for the executive officers. Specifically:
● |
An executive officer should retain at least 50% of the net profit shares realized after the exercise of stock options or vesting
of RSUs until the ownership level is reached. Net profit shares are the shares remaining after the sale of shares to finance payment of the stock option exercise price, taxes and transaction costs owed at exercise or vesting. |
● |
After the ownership level is met, the executive officer must continue to hold at least 50% of future net profit shares for one year. |
All executive officers were in compliance with the stock retention requirement in fiscal year 2023. Additionally, 82% of our executive officers as of June 30, 2023 met their
ownership multiples. The remaining executive officers were appointed within the last three years and are making progress toward meeting their ownership multiples.
60 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Clawback Policy
The SEC recently approved listing standards relating to executive officer incentive payment clawback and disclosure rules proposed by the national securities exchanges, including the NYSE. Effective
October 2, 2023, we amended and restated our Clawback Policy so that it satisfies the requirements of the NYSE final listing standards. In addition to the listing standard rules, our amended and restated Clawback Policy covers certain fault based
actions described in the following table. Our Clawback Policy covers former and current executive officers, requires the Company to recover incentive compensation in the event of an accounting restatement (including “little r” restatements as
defined in the policy), and permits the Company to recover incentive compensation in the event of an executive officer’s intentional misconduct or materially inaccurate performance calculation as follows:
SITUATION |
POTENTIAL RECOVERY(1) |
Award was based upon the achievement of
financial results that were subsequently the subject of an accounting restatement due to material noncompliance with financial reporting requirements by the Company |
Recovery of the excess incentive-based compensation paid during a three-year period preceding the restatement
If the executive officer’s intentional misconduct or other wrongful conduct enumerated in the policy contributed to the circumstances requiring a restatement, then the Company may seek to
recover all of the executive officer’s incentive-based compensation and not just the excess amount
|
Executive officer engaged in
intentional misconduct, or other wrongful conduct enumerated in the policy, which caused material financial or reputational damage to Broadridge |
May recover up to all of the executive officer’s incentive-based compensation
during the three-year period preceding the relevant activity |
Incentive payments are made due to a materially
inaccurate performance calculation |
May recover up to all of the excess incentive-based compensation paid during the
three-year period preceding the discovery of the inaccurate calculation |
(1) |
Incentive-based compensation does not include awards that vest solely on the basis of completion of a specified employment period, awards that vest solely upon the occurrence of certain
non-financial events or strategic event, salaries, discretionary bonuses, or bonuses paid based on subjective standards. |
Insider Trading Policy and Prohibition on Hedging and Pledging
Our Insider Trading policy is applicable to all Company officers, directors and employees and clarifies the obligations of Broadridge’s officers, directors, and employees with respect to securities
law prohibitions against insider trading. The policy also provides that the Company’s officers, directors, certain employees or their immediate family members, family trusts or other controlled entities cannot engage in any transaction in
Broadridge securities (including purchases, sales, gifts, broker assisted cashless exercises of stock options and the sale of Common Stock acquired pursuant to exercise of stock options) without first obtaining the approval of the Company’s Chief
Legal Officer or Corporate Secretary, or in their absence, the Company’s Chief Compliance Officer, during a defined window period when they are not in possession of material non-public information about the Company.
In addition, the policy prohibits the Company’s officers, directors and employees from engaging in short sales and the purchase of any financial instrument, including prepaid variable forward
contracts, equity swaps, put options, collars and exchange funds, or otherwise engaging in a transaction that is designed to, or may reasonably be expected to have the effect of, hedging or offsetting any decrease in the market value of Broadridge
securities, and also prohibits holding Broadridge securities in a margin account or pledging Broadridge securities as collateral for a loan.
Employment Agreements and Offer Letters
Thomas Carey. Broadridge has an employment agreement in place with Mr. Carey in accordance with local practice in the United Kingdom. This agreement provides for an annual base salary, annual
cash incentive on Company and individual performance, equity compensation and participation in our CIC Plan and Officer Severance Plan and Company-wide benefit plans. Either party may terminate Mr. Carey’s employment by giving six months written
notice, provided that the Company may provide Mr. Carey pay in lieu of notice.
Other NEOs. Each NEO is an “at-will” employee. The Compensation Committee approves all offers to executive officers joining Broadridge. Each offer includes customary
elements of our compensation program (salary, annual cash incentive and long-term equity incentives), as well as one-time, transition compensation components or such other components required by law. These components were designed to
2023 Proxy Statement |
Broadridge |
61 |
Executive Compensation
attract the executives to Broadridge to deliver take-home compensation in the first year of employment approximating target compensation for the given role within our peer group and to compensate for
value forfeited when leaving prior employment. The Compensation Committee and management focus on developing a compelling compensation package that is consistent with our pay for performance philosophy and rewards for creating shareholder value.
Section 162(m)
Section 162(m) of the Code generally places a limit of $1 million on the amount of compensation a public company can deduct in any year for each of its “covered employees” (which includes the current
and certain former NEOs). The Compensation Committee believes that its primary responsibility is to provide a compensation program that is designed to attract, retain, and reward the executive talent necessary for the success of the Company. The
Compensation Committee considers the factors discussed above in setting the compensation of the NEOs, and it does not take into account the limit on deductibility under Section 162(m).
Severance Plans
Broadridge has a CIC Plan and a separate Officer Severance Plan covering all executive officers, which includes all NEOs. These plans were established to enhance recruitment and retention of senior
officers who are key to our long-term success without the necessity of having separate employment agreements. In addition, the CIC Plan protects and enhances shareholder value by encouraging executive officers to evaluate potential transactions
with independence and objectivity and ensuring continuity of management prior to and after a transaction.
In the event that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the
benefits and payments and the more favorable terms and conditions determined on an item-by-item basis.
See “Potential Payments upon a Termination or Change in Control” beginning on page 70 of this Proxy Statement for further information regarding the CIC Plan and the Officer Severance Plan.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2023 Proxy Statement and be incorporated by reference in the 2023 Form 10-K.
Compensation Committee of the Board of Directors
Maura A. Markus, Chair
Brett A. Keller
Annette L. Nazareth
62 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Executive Compensation Tables
Summary Compensation
Name |
|
Year |
|
Salary(1) |
|
Bonus |
|
Stock
Awards(3) |
|
Option
Awards(4) |
|
Non-Equity
Incentive Plan
Compensation(5) |
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings(6) |
|
All Other
Compensation(7) |
|
|
Total |
|
Timothy
C. Gokey
CEO |
|
2023 |
|
$ |
1,016,667 |
|
|
— |
|
|
$ |
3,936,728 |
|
$ |
4,796,017 |
|
$ |
1,497,756 |
|
$ |
936,348 |
|
$ |
51,762 |
|
|
$ |
12,235,278 |
|
|
2022 |
|
$ |
962,500 |
|
|
— |
|
|
$ |
3,701,756 |
|
$ |
3,655,242 |
|
$ |
1,694,379 |
|
$ |
0 |
|
$ |
54,351 |
|
|
$ |
10,068,228 |
|
|
2021 |
|
$ |
900,000 |
|
|
— |
|
|
$ |
3,138,849 |
|
$ |
3,380,445 |
|
$ |
1,664,550 |
|
$ |
1,120,315 |
|
$ |
48,997 |
|
|
$ |
10,253,156 |
|
Edmund L. Reese
Corporate Vice President and CFO |
|
2023 |
|
$ |
667,500 |
|
|
— |
|
|
$ |
893,280 |
|
$ |
1,088,268 |
|
$ |
657,551 |
|
|
— |
|
$ |
131,405 |
|
|
$ |
3,438,004 |
|
|
2022 |
|
$ |
625,000 |
|
|
— |
|
|
$ |
809,684 |
|
$ |
799,559 |
|
$ |
615,049 |
|
|
— |
|
$ |
113,285 |
|
|
$ |
2,962,577 |
|
|
2021 |
|
$ |
352,308 |
|
$ |
528,000 |
(2) |
|
$ |
1,599,377 |
|
$ |
375,602 |
|
$ |
369,044 |
|
|
— |
|
$ |
36,308 |
|
|
$ |
3,260,639 |
|
Christopher J.
Perry
President |
|
2023 |
|
$ |
687,413 |
|
|
— |
|
|
$ |
1,090,550 |
|
$ |
1,328,696 |
|
$ |
915,899 |
|
|
— |
|
$ |
197,149 |
|
|
$ |
4,219,707 |
|
|
2022 |
|
$ |
656,713 |
|
|
— |
|
|
$ |
1,017,875 |
|
$ |
1,005,192 |
|
$ |
1,094,839 |
|
|
— |
|
$ |
198,662 |
|
|
$ |
3,973,281 |
|
|
2021 |
|
$ |
640,696 |
|
|
— |
|
|
$ |
888,170 |
|
$ |
956,538 |
|
$ |
1,067,041 |
|
|
— |
|
$ |
187,842 |
|
|
$ |
3,740,287 |
|
Robert
Schifellite
Corporate Senior Vice President, ICS |
|
2023 |
|
$ |
699,110 |
|
|
— |
|
|
$ |
758,147 |
|
$ |
923,766 |
|
$ |
974,980 |
|
$ |
659,340 |
|
$ |
67,428 |
|
|
$ |
4,082,771 |
|
|
2022 |
|
$ |
660,535 |
|
|
— |
|
|
$ |
821,223 |
|
$ |
811,011 |
|
$ |
1,097,579 |
|
$ |
0 |
|
$ |
70,275 |
|
|
$ |
3,460,623 |
|
|
2021 |
|
$ |
634,113 |
|
|
— |
|
|
$ |
718,433 |
|
$ |
773,726 |
|
$ |
1,034,556 |
|
$ |
1,025,376 |
|
$ |
57,895 |
|
|
$ |
4,244,099 |
|
Thomas P. Carey
Corporate Vice President, GTO |
|
2023 |
|
$ |
550,094 |
|
|
— |
|
|
$ |
685,563 |
|
$ |
835,156 |
|
$ |
644,079 |
|
|
— |
|
$ |
301,836 |
|
|
$ |
3,016,728 |
|
|
|
(1) |
Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) |
Reflects Mr. Reese’s $528,000 one-time sign-on bonus paid in fiscal year 2021 in connection with his hiring to partially make him whole for
incentive compensation forfeited upon his departure from his former employer. |
(3) |
Reflects PRSUs granted under the 2018 Omnibus Plan. Amounts in this column represent the aggregate grant date fair value of the PRSUs
computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 16, “Stock-Based Compensation,” to the 2023 Consolidated Financial Statements, for the relevant assumptions used to determine the
valuation of these awards. The amounts shown reflect the grant date fair value based upon the probable outcome of the performance conditions as of the grant date. The maximum value of the PRSUs granted in fiscal year 2023 assuming
achievement of the highest level of performance is: Mr. Gokey: $5,905,024; Mr. Reese: $1,339,920; Mr. Perry: $1,635,756; Mr. Schifellite: $1,137,152; and Mr. Carey: $1,028,276. |
(4) |
Reflects stock options granted under the 2018 Omnibus Plan. Amounts in this column represent the aggregate grant date fair value of option
awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Please see Note 16, “Stock-Based Compensation,” to the 2023 Consolidated Financial, for the relevant assumptions used to determine the
valuation of these awards. The fair value of each option award is estimated on the date of grant using the binomial stock option valuation method. |
(5) |
Represents annual incentive cash compensation based on performance of the NEOs during the corresponding fiscal year, which was paid to the
NEOs in the following fiscal year. Mr. Carey’s annual cash incentive was paid in GBP and converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(6) |
Represents changes in the actuarial present value of each participating NEO’s benefit under the SORP. |
(7) |
Please see the All Other Compensation table on page 64 of this Proxy Statement for additional information. |
2023 Proxy Statement |
Broadridge |
63 |
Executive Compensation
All Other Compensation
Name |
|
Year |
|
Perquisites
and Other
Personal
Benefits(2) |
|
Tax
Reimbursements |
|
Company
Contributions
to Defined
Contribution
Plans(4) |
|
Insurance
Premiums(5) |
|
Matching
Charitable
Contributions(6) |
|
|
|
Total |
|
Timothy
C. Gokey |
|
2023 |
|
$ |
15,632 |
|
$ |
0 |
|
|
$ |
24,090 |
|
$ |
2,040 |
|
$ |
10,000 |
|
|
$ |
51,762 |
|
|
2022 |
|
$ |
20,046 |
|
$ |
0 |
|
|
$ |
22,265 |
|
$ |
2,040 |
|
$ |
10,000 |
|
|
$ |
54,351 |
|
|
2021 |
|
$ |
13,512 |
|
$ |
0 |
|
|
$ |
23,444 |
|
$ |
2,041 |
|
$ |
10,000 |
|
|
$ |
48,997 |
|
Edmund L. Reese |
|
2023 |
|
$ |
15,000 |
|
$ |
0 |
|
|
$ |
104,377 |
|
$ |
2,028 |
|
$ |
10,000 |
|
|
$ |
131,405 |
|
|
2022 |
|
$ |
21,370 |
|
$ |
0 |
|
|
$ |
79,960 |
|
$ |
1,955 |
|
$ |
10,000 |
|
|
$ |
113,285 |
|
|
2021 |
|
$ |
8,808 |
|
$ |
0 |
|
|
$ |
16,389 |
|
$ |
1,111 |
|
$ |
10,000 |
|
|
$ |
36,308 |
|
Christopher J.
Perry |
|
2023 |
|
$ |
16,860 |
|
$ |
0 |
|
|
$ |
168,251 |
|
$ |
2,038 |
|
$ |
10,000 |
|
|
$ |
197,149 |
|
|
2022 |
|
$ |
23,550 |
|
$ |
0 |
|
|
$ |
163,092 |
|
$ |
2,020 |
|
$ |
10,000 |
|
|
$ |
198,662 |
|
|
2021 |
|
$ |
15,000 |
|
$ |
0 |
|
|
$ |
160,853 |
|
$ |
1,989 |
|
$ |
10,000 |
|
|
$ |
187,842 |
|
Robert
Schifellite |
|
2023 |
|
$ |
16,423 |
|
$ |
0 |
|
|
$ |
36,465 |
|
$ |
2,040 |
|
$ |
12,500 |
|
|
$ |
67,428 |
|
|
2022 |
|
$ |
24,544 |
|
$ |
0 |
|
|
$ |
33,703 |
|
$ |
2,028 |
|
$ |
10,000 |
|
|
$ |
70,275 |
|
|
2021 |
|
$ |
13,875 |
|
$ |
0 |
|
|
$ |
32,045 |
|
$ |
1,975 |
|
$ |
10,000 |
|
|
$ |
57,895 |
|
Thomas P. Carey(1) |
|
2023 |
|
$ |
28,005 |
|
$ |
211,780 |
(3) |
|
$ |
55,012 |
|
$ |
3,039 |
|
$ |
4,000 |
|
|
$ |
301,836 |
|
|
|
(1) |
Mr. Carey was paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes
of this table. |
(2) |
For Mr. Gokey and Mr. Schifellite includes actual costs to the Company of leasing automobiles used for personal travel, automobile insurance
and other maintenance costs. For Mr. Reese, Mr. Perry and Mr. Carey includes a car allowance paid by the Company. For Mr. Gokey (fiscal years 2022 and 2023), Mr. Perry (fiscal years 2022 and 2023), Mr. Reese (fiscal year 2022), and Mr.
Schifellite (fiscal year 2022) includes an amount paid by the Company on behalf of their spouses who accompanied them on business travel. For Mr. Carey includes fees related to his United Kingdom and U.S. tax preparation services and one
week of unused holiday pay which was paid pursuant to our policies in the United Kingdom. |
(3) |
Mr. Carey is provided income to cover his U.S. and New York tax obligations to place his total taxes to be equivalent to what they would be
if he was based solely in London. |
(4) |
Represents contributions made by the Company to the 401(k) Plan and the ERSP on behalf of the U.S.-based NEOs, and for Mr. Carey, Company
contributions into the GPP and cash allowances in lieu of GPP contributions that would otherwise be provided to Mr. Carey. |
(5) |
Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the Company on behalf of the U.S.
executives and life assurance and income protection provided to Mr. Carey. |
(6) |
Represents Company-paid contributions made to qualified U.S. tax-exempt organizations on behalf of the NEOs under the Matching Gift Program. The Company matches 100% of
all contributions made by its executive officers to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year. |
64 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Grants of Plan-Based Awards
The following table sets forth information with respect to all plan-based awards granted to our NEOs in fiscal year 2023. See the “Outstanding Equity Awards at Fiscal Year-End” table for the
outstanding stock option awards and unvested stock awards held by each of the NEOs as of June 30, 2023.
Name |
|
Grant Date |
|
Committee
Award
Date |
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1) |
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2) |
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) |
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) |
|
Exercise or
Base Price
of Option
Awards
($/sh) |
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(3) |
|
Threshold ($) |
|
Target
($) |
|
Maximum
($) |
Threshold (#) |
|
Target (#) |
|
Maximum (#) |
Timothy C. Gokey |
|
|
|
|
|
|
|
$768,750 |
|
$ |
1,537,500 |
|
$ |
3,075,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01-Oct-2022 |
(4) |
|
15-Sep-2022 |
|
|
|
|
|
|
|
|
|
|
14,318 |
|
28,637 |
|
42,955 |
|
|
|
|
|
|
|
|
|
$ |
3,936,728 |
|
|
15-Feb-2023 |
(5) |
|
15-Feb-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,366 |
|
|
$144.67 |
|
|
$ |
4,796,017 |
|
Edmund L. Reese |
|
|
|
|
|
|
|
$337,500 |
|
$ |
675,000 |
|
$ |
1,350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01-Oct-2022 |
(4) |
|
15-Sep-2022 |
|
|
|
|
|
|
|
|
|
|
3,249 |
|
6,498 |
|
9,747 |
|
|
|
|
|
|
|
|
|
$ |
893,280 |
|
|
|
15-Feb-2023 |
(5) |
|
15-Feb-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,716 |
|
|
$144.67 |
|
|
$ |
1,088,268 |
|
Christopher J. Perry |
|
|
|
|
|
|
|
$485,039 |
|
$ |
970,078 |
|
$ |
1,940,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01-Oct-2022 |
(4) |
|
15-Sep-2022 |
|
|
|
|
|
|
|
|
|
|
3,966 |
|
7,933 |
|
11,899 |
|
|
|
|
|
|
|
|
|
$ |
1,090,550 |
|
|
15-Feb-2023 |
(5) |
|
15-Feb-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,502 |
|
|
$144.67 |
|
|
$ |
1,328,696 |
|
Robert Schifellite |
|
|
|
|
|
|
|
$458,749 |
|
$ |
917,498 |
|
$ |
1,834,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01-Oct-2022 |
(4) |
|
15-Sep-2022 |
|
|
|
|
|
|
|
|
|
|
2,757 |
|
5,515 |
|
8,272 |
|
|
|
|
|
|
|
|
|
$ |
758,147 |
|
|
15-Feb-2023 |
(5) |
|
15-Feb-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,073 |
|
|
$144.67 |
|
|
$ |
923,766 |
|
Thomas P. Carey |
|
|
|
|
|
|
|
$351,899 |
|
$ |
703,797 |
|
$ |
1,407,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01-Oct-2022 |
(4) |
|
15-Sep-2022 |
|
|
|
|
|
|
|
|
|
|
2,493 |
|
4,987 |
|
7,480 |
|
|
|
|
|
|
|
|
|
$ |
685,563 |
|
|
15-Feb-2023 |
(5) |
|
15-Feb-2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,572 |
|
|
$144.67 |
|
|
$ |
835,156 |
|
|
|
(1) |
Amounts consist of the threshold, target and maximum annual cash incentive award levels made pursuant to the Officer Bonus Plan. Amounts in the threshold awards column represent 50% of the target award which
corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 200% of the target award which corresponds to the maximum payout of the award. Actual amounts paid to the NEOs are
reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation” table with respect to fiscal year 2023. Mr. Carey’s non-equity incentive plan award is paid in GBP and converted to USD based on the exchange rate of
1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) |
Amounts consist of the threshold, target and maximum PRSU awards granted in fiscal year 2023 under the 2018 Omnibus Award Plan. Amounts in the threshold awards column represent 50% of the target
award which corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 150% of the target award which corresponds to the maximum payout of the award. |
(3) |
These amounts are valued based on the aggregate grant date fair value of the award determined pursuant to FASB ASC Topic 718, and based on the probable outcome of the performance condition in the case of PRSUs.
See Note 16, “Stock-Based Compensation,” to the 2023 Consolidated Financial Statements, for a discussion of the relevant assumptions used in calculating these amounts. |
(4) |
Represents PRSUs granted under the 2018 Omnibus Plan on October 1, 2022 that will vest and convert to Common Stock on April 1, 2025, provided that pre-set financial performance goals are met over the fiscal years
2023 and 2024 performance cycle. Named Executive Officers can earn from 0% to 150% of their stated PRSU award amount in shares of Common Stock. |
(5) |
Represents stock option awards granted under the 2018 Omnibus Plan on February 15, 2023, that will vest ratably over the next four years on the anniversary of the date of grant. |
2023 Proxy Statement |
Broadridge |
65 |
Executive Compensation
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding unexercised stock options and unvested stock and equity incentive plan awards for each of the NEOs as of June 30, 2023.
|
|
Option Awards |
|
Stock Awards(1) |
|
Name |
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
Option
Exercise
Price
($) |
|
Option
Expiration Date |
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested |
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested |
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
other Rights That
Have Not Vested |
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
other Rights That
Have Not Vested |
|
Timothy C.
Gokey |
|
72,222 |
|
0 |
|
$ |
50.95 |
|
09-Feb-2025 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,349 |
|
0 |
|
$ |
51.95 |
|
08-Feb-2026 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,395 |
|
0 |
|
$ |
67.32 |
|
10-Feb-2027 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,561 |
|
0 |
|
$ |
93.88 |
|
12-Feb-2028 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,831 |
|
0 |
|
$ |
98.31 |
|
11-Feb-2029 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,407 |
|
31,470 |
|
$ |
117.34 |
|
04-Feb-2030 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,558 |
|
54,559 |
|
$ |
148.07 |
|
12-Feb-2031 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,450 |
|
82,350 |
|
$ |
144.84 |
|
14-Feb-2032 |
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
135,366 |
|
$ |
144.67 |
|
15-Feb-2033 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,951 |
|
$ |
3,967,004 |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,637 |
|
$ |
4,743,146 |
(13) |
|
Edmund L. Reese |
|
6,062 |
|
6,062 |
|
$ |
148.07 |
|
12-Feb-2031 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,004 |
|
18,014 |
|
$ |
144.84 |
|
14-Feb-2032 |
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
30,716 |
|
$ |
144.67 |
|
15-Feb-2033 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,238 |
|
$ |
867,570 |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,498 |
|
$ |
1,076,264 |
(13) |
|
Christopher J. Perry |
|
18,239 |
|
0 |
|
$ |
98.31 |
|
11-Feb-2029 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,559 |
|
9,854 |
|
$ |
117.34 |
|
04-Feb-2030 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,438 |
|
15,438 |
|
$ |
148.07 |
|
12-Feb-2031 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,548 |
|
22,647 |
|
$ |
144.84 |
|
14-Feb-2032 |
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
37,502 |
|
$ |
144.67 |
|
15-Feb-2033 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,585 |
|
$ |
1,090,674 |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,933 |
|
$ |
1,313,943 |
(13) |
|
Robert Schifellite |
|
23,877 |
|
0 |
|
$ |
93.88 |
|
12-Feb-2028 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,015 |
|
0 |
|
$ |
98.31 |
|
11-Feb-2029 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,589 |
|
7,197 |
|
$ |
117.34 |
|
04-Feb-2030 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,487 |
|
12,488 |
|
$ |
148.07 |
|
12-Feb-2031 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,090 |
|
18,272 |
|
$ |
144.84 |
|
14-Feb-2032 |
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
26,073 |
|
$ |
144.67 |
|
15-Feb-2033 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,313 |
|
$ |
879,992 |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,515 |
|
$ |
913,449 |
(13) |
|
Thomas P. Carey |
|
5,969 |
|
0 |
|
$ |
93.88 |
|
12-Feb-2028 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,163 |
|
0 |
|
$ |
93.88 |
|
12-Feb-2028 |
(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,712 |
|
0 |
|
$ |
98.31 |
|
11-Feb-2029 |
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,375 |
|
3,792 |
|
$ |
117.34 |
|
04-Feb-2030 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,274 |
|
7,274 |
|
$ |
148.07 |
|
12-Feb-2031 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,517 |
|
10,551 |
|
$ |
144.84 |
|
14-Feb-2032 |
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
23,572 |
|
$ |
144.67 |
|
15-Feb-2033 |
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,068 |
|
$ |
508,153 |
(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,987 |
|
$ |
825,997 |
(13) |
|
|
|
(1) |
Market values are calculated using the closing stock price of Common Stock on the last trading day of fiscal year 2023 of
$165.63 per share. |
(2) |
Represents annual stock options granted on February 9, 2015. This grant terminates 10 years from the date of grant, and vested 25% per year
over four years, starting on the first anniversary of the date of grant. |
66 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
(3) |
Represents annual stock options granted on February 8, 2016. This grant terminates 10 years from the date of grant, and vested 25% per year
over four years, starting on the first anniversary of the date of grant. |
(4) |
Represents annual stock options granted on February 10, 2017. This grant terminates 10 years from the date of grant, and vested 25% per year
over four years, starting on the first anniversary of the date of grant. |
(5) |
Represents annual stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vested 25% per year
over four years, starting on the first anniversary of the date of grant. |
(6) |
Represents annual stock options granted on February 11, 2019. This grant terminates 10 years from the date of grant, and vested 25% per year
over four years, starting on the first anniversary of the date of grant. |
(7) |
Represents annual stock options granted on February 4, 2020. This grant terminates 10 years from the date of grant, and vests 25% per year
over four years, starting on the first anniversary of the date of grant. |
(8) |
Represents annual stock options granted on February 12, 2021. This grant terminates 10 years from the date of grant, and vests 25% per year
over four years, starting on the first anniversary of the date of grant. |
(9) |
Represents annual stock options granted on February 14, 2022. This grant terminates 10 years from the date of grant, and vests 25% per year
over four years, starting on the first anniversary of the date of grant. |
(10) |
Represents annual stock options granted on February 15, 2023. This grant terminates 10 years from the date of grant, and vests 25% per year
over four years, starting on the first anniversary of the date of grant. |
(11) |
Represents one-time special award of stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and
vested 25% per year over four years, starting on the first anniversary of the date of grant. |
(12) |
Represents PRSUs awarded on October 1, 2021. Amounts shown in the table reflect shares underlying the PRSUs that were earned, which
represented 103.7% of the original grant amounts. These PRSUs will vest and convert to shares of Common Stock on April 1, 2024, subject to continued employment by the Company of the NEO through the vesting date. |
(13) |
Represents PRSUs awarded on October 1, 2022. This PRSU award will vest and convert to shares of Common Stock on April 1, 2025, provided that pre-set financial
performance goals are met over the fiscal years 2023 and 2024 performance cycle. The NEOs can earn from 0% to 150% of their stated PRSU award amount in shares. |
Option Exercises and Stock Vested
The following table provides information regarding the number of stock options that were exercised by NEOs and the number of PRSU and RSU awards that vested during fiscal year 2023, and the value
realized from the exercise or vesting of such awards.
|
|
Option Awards(1) |
|
Stock Awards(2) |
First Name |
|
Number of Shares
Acquired on Exercise |
|
Value Realized
on Exercise |
|
Number of Shares
Acquired on Vesting |
|
Value Realized
on Vesting |
|
Timothy C. Gokey |
|
0 |
|
$ |
0 |
|
34,277 |
|
$ |
5,023,980 |
|
Edmund L. Reese |
|
0 |
|
$ |
0 |
|
2,709 |
|
$ |
403,581 |
|
Christopher J. Perry |
|
4,179 |
|
$ |
344,336 |
|
9,699 |
|
$ |
1,421,582 |
|
Robert Schifellite |
|
80,256 |
|
$ |
9,372,489 |
|
7,845 |
|
$ |
1,149,842 |
|
Thomas P. Carey |
|
18,317 |
|
$ |
2,254,259 |
|
4,569 |
|
$ |
639,235 |
|
|
|
(1) |
The shares acquired on exercise represent shares of our Common Stock. The value realized upon the exercise of stock options equals the difference between the sale price of Common
Stock on the date of exercise and the exercise price of the stock options. |
(2) |
RSUs convert to shares of Common Stock upon vesting. The value realized on vesting equals the number of RSUs multiplied by the closing price of Common Stock on the date of vesting. |
2023 Proxy Statement |
Broadridge |
67 |
Executive Compensation
Pension Benefits
The following table sets forth for each NEO certain information with respect to the SORP, which provides for pension benefits in connection with retirement. Mr. Reese, Mr. Perry and Mr. Carey are not
eligible to participate in this plan.
Name |
|
Number of Years of
Credited Service(1) |
|
Present Value
of Accumulated
Benefit(2) ($) |
|
Payments During
Last Fiscal Year ($) |
Timothy C. Gokey |
|
12 |
|
$ |
6,004,202 |
|
— |
Edmund L. Reese |
|
— |
|
|
— |
|
— |
Christopher J. Perry |
|
— |
|
|
— |
|
— |
Robert Schifellite |
|
22 |
|
$ |
7,925,817 |
|
— |
Thomas P. Carey |
|
— |
|
|
— |
|
— |
|
|
(1) |
SORP-credited service is defined as complete calendar years. Years of service recognized under the SORP for Mr. Schifellite include credit for his six years of service under the ADP
Supplemental Officer Retirement Plan (the “ADP SORP”) (as described in more detail below). For actuarial valuation purposes, credited service is attributed through the Statement of Financial Accounting Standards measurement date. |
(2) |
Service credit and actuarial values are calculated as of June 30, 2023, the pension plan’s measurement date for the last fiscal year. Actuarial values are based on the Society of Actuaries (“SOA”)
PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021. The method of valuation to determine the liabilities presented includes discounting the value of the respective benefits,
based on service accrued through the measurement date and payable at age 65, for interest and mortality with mortality not applicable prior to the commencement of benefits. The present value amounts for the SORP include the impact of the
years of service credited under the ADP SORP and are also net of the ADP SORP offset (as described in more detail below). |
The SORP is available to executive officers of the Company hired prior to January 1, 2014. Benefits under the SORP are not subject to any maximum benefit limitations under the Code. Although benefits
under the SORP are generally payable out of the general assets of the Company, the Company has established a “rabbi trust,” which is intended to provide a source of funds to be contributed by the Company to assist the Company in meeting its
liabilities under the SORP.
The SORP provides for a lifetime annuity retirement benefit payable annually at age 65 equal to the product of: (a) a participant’s final five-year average cash compensation; (b) a multiplier which
equals two percent for every year of credited service up to 20 years, plus an additional one percent for every year of service in excess of 20 years; and (c) the applicable vesting percentage which for Mr. Gokey and Mr. Schifellite is 100%.
Compensation covered under the SORP includes base salary and annual cash incentive award (paid or deferred) and is not subject to the limitations under the Code. Equity compensation is not included in
the calculation of the SORP benefit. Payments are also available in other forms of actuarial equivalent annuities.
Reduced benefits are available after age 60 using an early retirement reduction of five percent for each year the benefit commences earlier than age 65. If a participant with a vested benefit
terminates employment with the Company prior to reaching age 60, payment of the benefit is delayed until the participant reaches age 60. In addition, the SORP provides: (i) a disability retirement benefit, generally calculated in the same manner as
the retirement benefit, if a participant incurs a “disability” while employed by the Company; and (ii) if a participant dies, a spousal benefit equal to 50% of the benefit the participant would have been entitled to at death, provided the
participant is at least 35 years old and the vested percentage is greater than zero. Mr. Gokey and Mr. Schifellite are currently eligible for early retirement under the SORP.
Mr. Schifellite is credited with six years of service accrued under the ADP SORP as of the date the Company became an independent company from ADP. While the net effect of this increases the accrued
benefit he receives under the SORP, the benefits are offset by the amount of his vested, accrued benefits payable under the ADP SORP. The amount of the offset will continue to be the obligation of ADP and is $25,916 for Mr. Schifellite.
In September 2023, the Compensation Committee amended the SORP to clarify certain provisions to ensure that participants and their beneficiaries receive the benefit intended to be provided to them
under the plan. As a result, the SORP was amended to revise the death benefit payable upon the death of a participant prior to their retirement to 100%, and to allow participants to designate non-spouse beneficiaries to receive
such death benefit.
68 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Nonqualified Deferred Compensation
The following table presents contribution, earnings and balance information under the ERSP for our NEOs for fiscal year 2023.
Name |
|
Executive Contributions
in Fiscal Year 2023
($)(1) |
|
Registrant Contributions
in Fiscal Year 2023
($)(2) |
|
Aggregate Earnings
in Fiscal Year 2023
($) |
|
Aggregate Withdrawals/
Distributions
($) |
|
Aggregate Balance
at June 30, 2023
($)(3) |
|
Timothy C. Gokey |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
Edmund L. Reese |
|
$ |
189,760 |
|
$ |
87,464 |
|
$ |
59,088 |
|
|
— |
|
$ |
675,422 |
|
Christopher J. Perry |
|
$ |
551,999 |
|
$ |
148,652 |
|
$ |
199,910 |
|
$ |
(267,922 |
) |
$ |
3,260,474 |
|
Robert Schifellite |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Thomas P. Carey |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(1) |
Represents the deferral of fiscal year 2023 salary and non-equity incentive compensation which is reported in the “Summary Compensation” table for fiscal year 2023. |
(2) |
Represents Company contributions to the ERSP reported in the All Other Compensation column of the “Summary Compensation” table for fiscal year 2023. |
(3) |
This total reflects the cumulative value of each participant’s deferrals, including the fiscal year 2023 non-equity incentive compensation deferrals of $320,565 for Mr. Perry and $131,510 for Mr. Reese, as well
as Company contributions and individual investment experience. The total includes executive and Company contributions of $2,848,880 for Mr. Perry and $245,000 for Mr. Reese that were previously reported in the “Summary Compensation” table
as compensation for previous years. |
The ERSP is a defined contribution restoration plan that mirrors the Company’s qualified 401(k) Plan. The purpose of the ERSP is to provide specified deferred compensation benefits to a select group
of U.S.-based management or highly compensated employees. The ERSP allows for voluntary participant deferrals of base salary and/or bonus (as defined in the ERSP) and employer contributions above the Code’s qualified defined contribution
compensation and deferral limitations. Participants in the SORP are eligible to defer their cash compensation under the ERSP but are not eligible for additional benefits such as Company contributions under the ERSP. Company contributions vest 50%
after two years of service and 100% after three years of service.
Participants may designate one or more investments from among 23 externally managed mutual funds selected by the plan administrator and available for investment in participants’ accounts under the
ERSP to serve as a notional basis for calculating earnings accruals on employee and Company contributions to the ERSP.
The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to certain executives who are not
participants in the SORP (Mr. Reese and Mr. Perry in fiscal year 2023). Eligible employees generally must be employed on December 31st to receive the employer contributions for that plan year.
● |
Restoration basic contribution: The Company provides a restoration basic contribution which varies from 1% to 6.25% of eligible salary and cash incentive compensation above the Code’s compensation limit
based on the number of years of the eligible employee’s service. Eligible employees are not required to contribute to the ERSP in order to receive the restoration basic contribution. |
● |
Restoration matching contribution: Participants who contribute the maximum contribution to the 401(k) Plan are eligible to receive a restoration matching contribution equal to $0.70 or $0.80 for every
dollar deferred under the ERSP, up to 6% of eligible pay above the Code’s compensation limit based on the number of months of participation under the 401(k) Plan. |
● |
Additional Company contribution: Certain executives who are not participants in the SORP are eligible to receive an additional Company contribution of 3% of their base salary and cash incentive amounts. |
Participants may elect to enroll in the ERSP each calendar year, but once their deferral elections are made they are irrevocable for the covered year. Participants elect to receive distributions
(either as a lump sum or in annual installments) of their deferrals plus any subsequent interest or investment gains upon their retirement, or on a fixed future date at least three years in the future. Certain participants will be subject to a
six-month delay prior to their receipt of these distributions. ERSP participants who terminate employment with the Company prior to their elected fixed distribution date receive a lump sum distribution of all deferred amounts by six months after
the termination date.
2023 Proxy Statement |
Broadridge |
69 |
Executive Compensation
Potential Payments upon a Termination or Change in Control
The Company does not have any employment agreements with its NEOs that require severance payments upon termination of their employment. The Company maintains the Change in Control Severance Plan and
Officer Severance Plan under which the NEOs may be eligible for severance payments upon termination of their employment.
The following tables and footnotes quantify the treatment of compensation and value of benefits that each NEO would receive under the Company’s compensation program upon various scenarios for
termination of employment.
The tables include the amounts that the NEOs would receive as of June 30, 2023 under the SORP and the Executive Retiree Health Insurance Plan upon retirement, which amounts would be payable on
termination of employment. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the NEOs upon termination. Amounts deferred under the ERSP are not included in the following tables because they are reported in
the “Non-Qualified Deferred Compensation” table on page 69 of this Proxy Statement.
Change in Control Severance Plan
The Company maintains the CIC Plan for the payment of certain benefits to executive officers, including our NEOs, upon certain qualifying terminations of employment from Broadridge following a change
in control.
The CIC Plan provides for the following severance benefits upon a termination without “cause” or for “good reason” (as defined below) within two years after a CIC (as defined below):
● |
Compensation: The NEOs will receive 150% of their “current total annual compensation” (generally defined as (i) the higher of (a) the
highest rate of annual salary during the calendar year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) the average annual cash incentive earned in the
last two completed calendar years). |
|
The plan also provides for the payment of a pro-rata annual bonus for the year of termination based on the average of the participant’s
annual bonus for the two years prior to the year of termination. |
● |
Stock Option Vesting: 100% vesting of all unvested stock options. |
● |
RSU and PRSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within two years of termination. For PRSUs,
vesting upon such termination (at target, if the CIC is during the first year of the performance period, or based on actual performance through the last completed fiscal quarter prior to the CIC, if the CIC occurs after the first year of
the performance period). |
In addition, the Company may reduce the severance payments and benefits to the extent specified in the CIC Plan to avoid the imposition of the excise tax under Section 4999 of the Code.
For purposes of the CIC Plan, a “change in control,” or “CIC,” conforms to the corresponding definition of “change in control” in the 2018 Omnibus Plan.
For purposes of the CIC Plan, “cause” generally means the occurrence of any of the following events after a CIC which is not cured within 15 days after written notice thereof: (A) gross negligence or
willful misconduct which is materially injurious to the Company monetarily or otherwise; (B) misappropriation or fraud with regard to the Company or its assets; or (C) conviction of, or the pleading of guilty or nolo contendere to, a felony
involving the assets or business of the Company.
For purposes of the CIC Plan, “good reason” generally means the occurrence of any of the following events after a CIC which is not cured within 15 days after written notice thereof: (A) material
diminution in the value and importance of a participant’s position, duties, responsibilities or authority; (B) a reduction in a participant’s aggregate compensation or benefits; or (C) a failure of any successor or assign of the Company to assume
in writing the obligations under the CIC Plan. The “good reason” definition includes a trigger for changes in location of primary worksite of more than 50 miles and to clarify that any reduction in compensation would have to be material and be
measured by aggregate compensation and benefits.
In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the
greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis. See below for the details on the Officer Severance Plan.
70 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Potential Change in Control Payments
The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30, 2023
without “cause” or by the executive for “good reason” within two years following a CIC.
Name / Form of Compensation |
Change in Control within 2 Years |
Timothy C. Gokey |
|
|
Cash(1) |
$ |
4,569,197 |
Vesting of Equity Awards(2) |
$ |
15,737,221 |
Stock Options |
$ |
7,027,070 |
PRSUs/RSUs |
$ |
8,710,150 |
SORP(3) |
$ |
6,303,950 |
Health Coverage(4) |
$ |
230,000 |
Total |
$ |
26,840,368 |
Edmund L. Reese |
|
|
Cash(1) |
$ |
1,750,569 |
Vesting of Equity Awards(2) |
$ |
3,068,601 |
Stock Options |
$ |
1,124,767 |
PRSUs/RSUs |
$ |
1,943,834 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
4,819,170 |
Christopher J. Perry |
|
|
Cash(1) |
$ |
2,660,779 |
Vesting of Equity Awards(2) |
$ |
4,408,430 |
Stock Options |
$ |
2,003,814 |
PRSUs/RSUs |
$ |
2,404,616 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
7,069,209 |
Robert Schifellite |
|
|
Cash(1) |
$ |
2,657,753 |
Vesting of Equity Awards(2) |
$ |
3,286,639 |
Stock Options |
$ |
1,493,197 |
PRSUs/RSUs |
$ |
1,793,442 |
SORP(3) |
$ |
7,925,817 |
Health Coverage(4) |
$ |
40,000 |
Total |
$ |
13,910,209 |
Thomas P. Carey |
|
|
Cash(1) |
$ |
1,735,984 |
Vesting of Equity Awards(2) |
$ |
2,358,421 |
Stock Options |
$ |
1,024,272 |
PRSUs/RSUs |
$ |
1,334,150 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
4,094,405 |
|
|
(1) |
Represents “current total annual compensation” as detailed above. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June
30, 2023 for purposes of this table. |
(2) |
Represents the aggregate value of all unvested stock options and PRSUs vesting upon termination under the CIC Plan as detailed above based on the closing price of our Common Stock on
the last trading day of fiscal year 2023 of $165.63 per share. |
(3) |
Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior
to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with
generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. |
(4) |
Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until
they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality
improvement projection scale MP-2021, and a 5.17% discount rate. |
2023 Proxy Statement |
Broadridge |
71 |
Executive Compensation
Officer Severance Plan
In the event of a termination without “cause” (as defined below) that is not covered under the CIC Plan, executive officers would be eligible to receive severance benefits under the Officer Severance
Plan instead of the CIC Plan. Retirement and voluntary resignation do not qualify for severance. Upon a qualifying termination under the Officer Severance Plan, the executive officers would be eligible to receive:
● |
Continued payment of base salary of 24 months for the CEO and 18 months for the other Named Executive Officers |
● |
Payment of a cash incentive award for the fiscal year of termination on the normal payment date based on actual performance, pro-rated for the Named Executive Officers other than the CEO, who is eligible for a full year’s cash incentive award |
● |
Continued vesting during the severance period of equity awards granted after the effective date of the Officer Severance Plan, with proration of PRSUs and RSUs if the
termination occurs prior to the end of the performance period |
As a condition to receiving any severance payments under the Officer Severance Plan, executive officers will be required to enter into agreements that contain a general release of the Company and
certain restrictive covenants, including non-competition provisions that will be in force during the 24-month severance period for our CEO and 18-month severance period for all other NEOs.
For purposes of the Officer Severance Plan, as in effect on June 30, 2023, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B) willful misconduct resulting in
material harm to the Company; (C) fraud, embezzlement, theft or dishonesty resulting in material harm to the Company; (D) continuing failure to perform duties after written notice; (E) material breach of any confidentiality, non-solicitation and/or
non-competition agreements; or (F) violations of the Code of Business Conduct.
Potential Payments upon Involuntary Termination without Cause
The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each NEO was terminated by the Company on June 30, 2023 without “cause.”
Name / Form of Compensation |
Involuntary Term without Cause |
Timothy C. Gokey |
|
|
Cash(1) |
$ |
3,547,756 |
Vesting of Equity Awards(2) |
$ |
12,656,319 |
Stock Options |
$ |
6,317,742 |
PRSUs/RSUs |
$ |
6,338,577 |
SORP(3) |
$ |
6,303,950 |
Health Coverage(4) |
$ |
230,000 |
Total |
$ |
22,738,025 |
Edmund L. Reese |
|
|
Cash(1) |
$ |
1,670,051 |
Vesting of Equity Awards(2) |
$ |
1,744,722 |
Stock Options |
$ |
339,020 |
PRSUs/RSUs |
$ |
1,405,702 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
3,414,773 |
Christopher J. Perry |
|
|
Cash(1) |
$ |
1,955,268 |
Vesting of Equity Awards(2) |
$ |
3,554,938 |
Stock Options |
$ |
1,807,293 |
PRSUs/RSUs |
$ |
1,747,645 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
5,510,206 |
72 |
Broadridge |
2023 Proxy Statement |
Executive Compensation
Name / Form of Compensation |
Involuntary Term without Cause |
Robert Schifellite |
|
|
Cash(1) |
$ |
2,033,632 |
Vesting of Equity Awards(2) |
$ |
2,693,276 |
Stock Options |
$ |
1,356,559 |
PRSUs/RSUs |
$ |
1,336,717 |
SORP(3) |
$ |
7,925,817 |
Health Coverage(4) |
$ |
40,000 |
Total |
$ |
12,692,725 |
Thomas P. Carey |
|
|
Cash(1) |
$ |
1,488,635 |
Vesting of Equity Awards(2) |
$ |
1,364,768 |
Stock Options |
$ |
443,617 |
PRSUs/RSUs |
$ |
921,151 |
SORP(3) |
|
— |
Health Coverage(4) |
|
— |
Total |
$ |
2,853,403 |
|
|
(1) |
Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other NEOs and annual cash incentive award based on actual financial achievement for fiscal year 2023.
Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) |
For Mr. Reese and Mr. Carey represent the aggregate value of all unvested stock options and PRSUs assuming performance at target that are eligible to vest upon termination under the
Officer Severance Plan as detailed above, based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. For Mr. Gokey, Mr. Perry and Mr. Schifellite, if they were to be involuntarily
terminated, based on age, they would qualify for “retirement” treatment of their outstanding equity awards, which would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as
termination of employment for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. |
(3) |
Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior
to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with
generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. |
(4) |
Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until
they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality
improvement projection scale MP-2021, and a 5.17% discount rate. |
Payments upon Other Termination of Employment Scenarios
The following table sets forth the payments which each of our NEOs would have received under various other termination scenarios under arrangements in effect on June 30, 2023. Capitalized terms used
herein are defined as set forth in in the applicable plan documents.
All equity grants are governed by equity agreements, which provide for accelerated or continued vesting of outstanding awards for other termination of employment scenarios.
In the case of Death or Permanent Disability, all unvested stock options vest in full and unvested PRSUs vest at target if termination occurs prior to the end of the performance period and based on
actual performance if termination occurs after the end of the performance period and prior to the vesting date.
In the case of a Voluntary Termination or Involuntary Termination with Cause, all unvested equity is forfeited.
In the case of retirement, awards would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as termination of employment
for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. Stock options continue to vest and are exercisable for a period of 36 months following a
retirement. In the case of PRSUs, if retirement occurs prior to the end of the performance period, the award will vest on the original vesting date based on actual performance pro-rated for the period worked during the performance period, and if
retirement occurs after the end of the performance period, the award will vest on the original vesting date based on actual performance for the entire performance period.
2023 Proxy Statement |
Broadridge |
73 |
Executive Compensation
Name / Form of Compensation |
|
Death |
|
Disability |
|
Voluntary Term
or Involuntary
Term w Cause |
|
Retirement |
Timothy C. Gokey |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of Equity Awards(2) |
|
$ |
15,595,773 |
|
$ |
15,595,773 |
|
|
— |
|
$ |
12,656,319 |
Stock Options |
|
$ |
7,027,070 |
|
$ |
7,027,070 |
|
|
— |
|
$ |
6,317,742 |
PRSUs/RSUs |
|
$ |
8,568,702 |
|
$ |
8,568,702 |
|
|
— |
|
$ |
6,338,577 |
SORP(3) |
|
$ |
3,151,975 |
|
$ |
7,416,412 |
|
$ |
6,303,950 |
|
$ |
6,303,950 |
Health Coverage(4) |
|
|
— |
|
$ |
230,000 |
|
$ |
230,000 |
|
$ |
230,000 |
Total |
|
$ |
18,747,748 |
|
$ |
23,242,185 |
|
$ |
6,533,950 |
|
$ |
19,190,269 |
Edmund L. Reese |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of Equity Awards(2) |
|
$ |
3,037,794 |
|
$ |
3,037,794 |
|
|
— |
|
|
— |
Stock Options |
|
$ |
1,124,767 |
|
$ |
1,124,767 |
|
|
— |
|
|
— |
PRSUs/RSUs |
|
$ |
1,913,027 |
|
$ |
1,913,027 |
|
|
— |
|
|
— |
SORP(3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Health Coverage(4) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Total |
|
$ |
3,037,794 |
|
$ |
3,037,794 |
|
|
— |
|
|
— |
Christopher J. Perry |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of Equity Awards(2) |
|
$ |
4,369,673 |
|
$ |
4,369,673 |
|
|
— |
|
$ |
3,554,938 |
Stock Options |
|
$ |
2,003,814 |
|
$ |
2,003,814 |
|
|
— |
|
$ |
1,807,293 |
PRSUs/RSUs |
|
$ |
2,365,859 |
|
$ |
2,365,859 |
|
|
— |
|
$ |
1,747,645 |
SORP(3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Health Coverage(4) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Total |
|
$ |
4,369,673 |
|
$ |
4,369,673 |
|
|
— |
|
$ |
3,554,938 |
Robert Schifellite |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of Equity Awards(2) |
|
$ |
3,255,335 |
|
$ |
3,255,335 |
|
|
— |
|
$ |
2,693,276 |
Stock Options |
|
$ |
1,493,197 |
|
$ |
1,493,197 |
|
|
— |
|
$ |
1,356,559 |
PRSUs/RSUs |
|
$ |
1,762,138 |
|
$ |
1,762,138 |
|
|
— |
|
$ |
1,336,717 |
SORP(3) |
|
$ |
3,962,908 |
|
$ |
7,925,817 |
|
$ |
7,925,817 |
|
$ |
7,925,817 |
Health Coverage(4) |
|
|
— |
|
$ |
40,000 |
|
$ |
40,000 |
|
$ |
40,000 |
Total |
|
$ |
7,218,243 |
|
$ |
11,221,152 |
|
$ |
7,965,817 |
|
$ |
10,659,093 |
Thomas P. Carey |
|
|
|
|
|
|
|
|
|
|
|
|
Cash(1) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Vesting of Equity Awards(2) |
|
$ |
2,340,368 |
|
$ |
2,340,368 |
|
|
— |
|
|
— |
Stock Options |
|
$ |
1,024,272 |
|
$ |
1,024,272 |
|
|
— |
|
|
— |
PRSUs/RSUs |
|
$ |
1,316,096 |
|
$ |
1,316,096 |
|
|
— |
|
|
— |
SORP(3) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Health Coverage(4) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Total |
|
$ |
2,340,368 |
|
$ |
2,340,368 |
|
|
— |
|
|
— |
|
|
(1) |
Represents the aggregate value of all unvested stock options and PRSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading day
of fiscal year 2023 of $165.63 per share. |
(2) |
For a termination due to retirement, Mr. Gokey and Mr. Schifellite would not qualify for retirement treatment of their awards if they were to voluntarily terminate employment or if
the Company terminated their employment with “cause,” but they would qualify for retirement treatment of their awards if the Company involuntarily terminated their employment without “cause.” |
(3) |
Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior
to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with
generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. |
(4) |
Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until
they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality
improvement projection scale MP-2021, and a 5.17% discount rate. |
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Broadridge |
2023 Proxy Statement |
Executive Compensation
CEO Pay Ratio
In accordance with SEC rules, we are providing the following information about the relationship between the annual total compensation of our median compensated employee and the annual total
compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay
ratio reported by other companies.
● |
The fiscal year 2023 annual total compensation of Mr. Gokey was $12,254,756, which was determined by adding the Company’s cost of benefits
for Mr. Gokey to the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 63 of this Proxy Statement. |
● |
The fiscal year 2023 annual total compensation of our median compensated employee was $67,457 including the Company’s cost of benefits for
the median employee. |
● |
Accordingly, the ratio of Mr. Gokey’s annual total compensation to the annual total compensation of our median compensated employee for fiscal year 2023 was
approximately 182 to 1. |
The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and is based upon our reasonable judgment and assumptions.
Calculating the CEO Pay Ratio
Determining our Global Employee Population
To calculate this pay ratio, we determined our median compensated employee by starting with the 15,144 Broadridge full-time and part- time employees as of April 30,
2023, then excluding the following:
● |
Applying the “de minimis” exemption under SEC rules, we excluded a total of 668 employees in the following jurisdictions, which constituted
all of our employees in each referenced jurisdiction: Australia (28), Belgium (3), Brazil (8), Czechia (20), France (119), Germany (86), Hong Kong (88), Italy (20), Japan (52), the Netherlands (5), Poland (76), Singapore (56), Spain (3),
and Sweden (104). These employees comprised less than five percent of our global employee population. |
● |
We also excluded independent contractors and temporary workers who are paid through a third party. |
In total, we collected compensation data for employees in seven countries, comprising over 95% of our global employee population. These seven countries are: U.S., India, Canada, United Kingdom,
Romania, Ireland, and the Philippines. Our calculation was comprised of a population of 14,476 employees globally (after excluding the 668 non-U.S. employees described above), of which 7,111 employees were in the U.S. and 7,365 employees were
located outside the U.S.
Determining the Median Compensated Employee
To identify our median compensated employee, we used total cash compensation and employer cost for health benefits as our compensation measure, which, for these purposes, included base salary, cash
incentive payments, cash commissions and other similar payments, as well as the estimated employer cost for health benefits for those participating in our benefit programs. We determined the median compensated employee from our active, global
employee population as described above as of April 30, 2023, using total cash compensation earned and paid from May 1, 2022 through April 30, 2023. We annualized total cash compensation for permanent employees hired during the period and did not
make any cost-of-living adjustments. In addition, we used the estimated employer health benefits cost for the month of April 2023 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S.
dollars using a 12-month average exchange rate through April 30, 2023.
Our “median compensated employee” is an individual who earned total cash compensation and health benefits at the midpoint, that is, the point at which half of the global employee population earned
more total cash compensation and benefits and half of the global employee population earned less total cash compensation and health benefits.
Calculating the Pay Ratio
After identifying the median compensated employee, we calculated the annual total compensation for this employee and Mr. Gokey in the same manner as the “Total” compensation shown
for our CEO in the “Summary Compensation” table on page 63 of this Proxy Statement and included the Company’s cost of benefits for each one because both participated in the benefit plans in fiscal year 2023.
2023 Proxy Statement |
Broadridge |
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