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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | o | | Preliminary Proxy Statement |
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☐ | | | Soliciting Material under §240.14a-12 |
| o | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Name of Registrant as Specified In Itsin its Charter)
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5 Dakota Drive
Lake Success, New York 11042
Dear Stockholders
You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2019 Annual Meeting will be held on Thursday, November 14, 2019, at 9:00 a.m. Eastern Time.
This is our eleventh completely virtual meeting of stockholders. You will be able to attend the 2019 Annual Meeting online, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BR19.
At the meeting, our stockholders will elect our Board of Directors and vote on several other important items. I will report on our fiscal year 2019 financial performance at the meeting, and the members of the Board and I will also answer questions from our stockholders.
As I near the end of my first year as Chief Executive Officer of Broadridge, I am more excited than ever about Broadridge’s prospects to create growing, long-term and sustainable value for our clients, associates, stockholders, as well as the tens of millions around the globe who benefit from our solutions. We are grateful to Rich Daly for his significant contributions throughout his 12 years of strong leadership as Chief Executive Officer. Because of his leadership, our fiscal year 2019 results build on the solid foundation we laid over the years and position us to continue to succeed in the future. I look forward to Rich’s continuing leadership as Executive Chairman of the Board.
In June, Amit Zavery joined our Board as an independent director. Amit is currently the Head of Platform for Google Cloud at Google after having spent over 20 years at Oracle Corporation. He brings extensive technology expertise to the Board which will provide valuable insight into the needs of our clients and the industry. With Amit’s election, I am proud to note that two of our three most recent new directors are women or ethnically diverse individuals.
The Chair of our Governance and Nominating Committee, Stuart Levine, will retire from the Board effective as of the 2019 Annual Meeting. Stuart has been a member of our Board since we became a public company in 2007. We thank him for his many years of exemplary service.
Whether or not you plan to attend the 2019 Annual Meeting, please read our 2019 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2019 Annual Report to Stockholders contains information about our financial performance.
Please provide your voting instructions by telephone or the Internet, or by returning a proxy card or voting instruction form. Your vote is important to us and our business and we strongly urge you to cast your vote.
I look forward to my first annual meeting as Chief Executive Officer, and I hope you will join us to hear more about Broadridge.
Sincerely,
Timothy C. Gokey
Chief Executive Officer
Lake Success, New York
October 2, 2019
| | Dear Stockholders,
| |
| | | | | | |
| | At our 2022 Annual Meeting, I will report on our fiscal year 2022 financial performance, and the members of the Board and I will also answer questions from our stockholders. | |
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| | In September, Eileen K. Murray joined our Board as an independent director. Ms. Murray is an accomplished financial services executive with extensive knowledge in financial technology from a career spanning more than 40 years. Ms. Murray served as Co-Chief Executive Officer of Bridgewater Associates, LP. Until recently, she served as the Chair of the Board of Governors of the Financial Industry Regulatory Authority, a self-regulatory organization for U.S. financial securities firms. | |
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| | Ms. Murray’s appointment is part of our planned, ongoing board refreshment process to add highly qualified, diverse members to our Board. With her appointment, we have added three new directors in the last two years. Our Board members’ diverse backgrounds and expertise enables them to provide Broadridge with sound judgment and guidance across a wide set of key financial, technology, governance and regulatory topics. | |
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| | Whether or not you plan to attend the 2022 Annual Meeting, please read our 2022 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2022 Annual Report to Stockholders contains information about our financial performance. | |
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| | Please provide your voting instructions by telephone or the Internet, or by returning a proxy card or voting instruction form. Your vote is important to us and our business and we strongly urge you to cast your vote. | |
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| | I look forward to our annual meeting, and I hope you will join us to hear more about Broadridge. | |
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| | | | | Sincerely, | |
| | | | | | |
| | | | | Timothy C. Gokey
Chief Executive Officer | |
| | | | | | |
| | September 27, 2022 | |
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5 Dakota Drive
Lake Success, New York 11042
Notice of Annual Meeting of Stockholders
The 2019 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Thursday, November 14, 2019, at 9:00 a.m. Eastern Time.
| | You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2022 Annual Meeting will be held on Thursday, November 10, 2022, at 9:00 a.m. Eastern Time. | |
You can attend the
20192022 Annual Meeting online, vote your shares, and submit questions during the meeting by visiting
www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR22. Be sure to have the Control Number we have provided to you to join the meeting.
| |
At the meeting, stockholders will be asked to vote on the following:
| |
| | • | Election of 10the 12 nominees listed in this Proxy Statement to the Board of Directors to serve until the 20202023 annual meeting of stockholders and until their successors are duly elected and qualified
| |
| | • | Advisory vote to approve the compensation of our Named Executive Officers
as disclosed in this Proxy Statement (the Say on Pay Vote) | |
| | • | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2020
2023 | |
•
| TransactIn addition, the Board of Directors may transact such other business as may properly come before the meeting and any adjournment or postponement thereof
thereof.
| |
Stockholders of record at the close of business on September 19, 201915, 2022, are entitled to vote at the 20192022 Annual Meeting.
We began distributing a Notice of Internet Availability of Proxy Materials, the
20192022 Proxy Statement, the
20192022 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on
October 2, 2019.By Order of the Board of Directors,
Maria Allen
Secretary
Lake Success, New York
October 2, 2019
September 27, 2022. | | | By Order of the Board of Directors, |
| | | |
| | | Maria Allen
Secretary |
September 27, 2022
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Broadridge
2022 Proxy Statement | |
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ii Broadridge 2019 Proxy Statement
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Proxy Statement for Annual Meeting of Stockholders
| | Broadridge
2022 Proxy Statement |
| | Proxy Statement for Annual Meeting of Stockholders | | | | |
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the
“Company”Company” or
“Broadridge”Broadridge”) in connection with the solicitation of proxies by the Board of Directors of the Company (the
“Board of Directors” Directors” or the
“Board”Board”) for use at the
20192022 Annual Meeting of Stockholders of the Company (the
“20192022 Annual Meeting” or the
“AnnualMeeting” Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Annual Meeting of Stockholders
| | •Annual Meeting of Stockholders
| | | Time and Date | 9:00 a.m. Eastern Time, November 14, 2019
10, 2022 | |
| | •Attend Virtual Meeting
| Attend Virtual Meetingvirtualshareholdermeeting.com/BR22
| www.virtualshareholdermeeting.com/BR19
|
•
| Record Date | September 19, 2019
15, 2022 | |
•
| Voting | Stockholders as of the Record Date are entitled to vote. Each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”Stock”) is entitled to one vote for each director nominee and one vote for each of the other proposals. There is no cumulative voting. | |
The Annual Meeting will be a completely virtual meeting. You will be able tocan attend online, vote, and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR22.
Voting Information
We hope you will exercise your rights and fully participate as a stockholder. It is very important that you vote to play a part in the future of our Company. You do not need to attend the Annual Meeting to vote your shares.
If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of our independent registered public accountants for fiscal year
2020)2023), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares by telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting.
The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.
| | PROPOSAL 1 | | | Election of Directors | | | | | | FOR each Each
Nominee | | | No | | | Do not count
for all three
proposals
(no effect)
| | | Majority of
votes cast
required for
for all three proposals each proposal
| |
| | PROPOSAL 2 | | | Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote) | | | | | | FOR | | | No | |
| | PROPOSAL 3 | | | Ratification of Appointment of Independent Registered Public Accountants for fiscal year 2020Fiscal Year 2023 | | | | | | FOR | | | Yes | |
Broadridge 2019 Proxy Statement 1
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Broadridge
2022 Proxy Statement | |
Advance Voting Methods and Deadlines
Even if you plan to attend our virtual Annual Meeting, please read this Proxy Statement with care and vote right away using one of the following methods.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | BY INTERNET USING
YOUR COMPUTER
OR MOBILE DEVICE | | | | | | BY TELEPHONE | | | | | | BY INTERNET USING
YOUR TABLET
OR SMARTPHONE | | | | | | IF YOU RECEIVED
YOUR PROXY
MATERIALS BY MAIL,
BY MAILING YOUR
PROXY CARD | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Registered Owners Visit
Visit 24/7
www.proxyvote.com/proxyvote.com/BR | | |
| | | Registered Owners in the
the U.S. or Canada dial
toll-free 24/7
1-800-690-6903 | | |
| | | Scan this QR code 24/7
to vote with your
mobile device
(may (may require free software) | | |
| | | Cast your ballot,
sign your proxy card
and send by free post | | | |
| | You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
| |
The telephone and Internet voting facilities will close at 11:59 p.m. Eastern Time on November 13, 2019.
9, 2022.
If your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.
Voting During the Annual Meeting
You may also vote during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19 and following the instructions. You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
| | | | | | |
| | | Voting During the Annual Meeting | | | |
| | | You may also vote during the virtual Annual Meeting by visiting virtualshareholdermeeting.com/BR22 and following the instructions. You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. | | | |
| | | | | | |
Questions and Answers About the Annual Meeting and Voting
Please see
See the section entitled “About the Annual Meeting and These Proxy Materials” beginning on page
8298 for answers to common questions on the rules and procedures about the proxy and annual meeting process.
2 Broadridge 2019 Proxy Statement
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| | Broadridge
2022 Proxy Statement |
| | Proxy Statement Summary | | | | |
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
Information about our Board Nominees (page (page 1218) The following table provides summary information about each Board nominee. Each director stands for election annually. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 1218 of this Proxy Statement.
| | | Leslie A. Brun | | | Chairman and Chief Executive Officer, SARR Group, LLC | | | Yes(1)Lead Independent Director
| | | 2007 | |
| | | Pamela L. Carter | | | Retired President, Cummins Distribution Business,
a division of Cummins Inc. | | | YesAudit—Chair
Governance and Nominating | | | 2017 | |
| | | Richard J. Daly | | | Executive Chairman, Former Chief Executive Officer, Broadridge | | | No(2)
| | | 2007 | |
| | | Robert N. Duelks | | | Former Executive, Accenture plc | | | YesAudit
Governance and
Nominating—Chair | | | 2009 | |
| | | Melvin L. Flowers | | | Former Head of Internal Audit and Risk Management, Microsoft Corp.
Former CFO of three public companies | | | Audit | | | 2021 | |
| | | Timothy C. Gokey | | | President and Chief Executive Officer, Broadridge
| | | No(3)
| | | 2019 | |
| | | Brett A. Keller | | | Chief Executive Officer, priceline.com LLC | | | YesAudit
Compensation | | | 2015 | |
| | | Maura A. Markus | | | Former President and Chief Operating Officer,
Bank of the West | | | YesAudit
Compensation—Chair | | | 2013 | |
| | | Eileen K. Murray | | | Former Chair of the Board of Governors, Financial Industry Regulatory Authority | | | Audit
Governance and Nominating | | | 2022 | |
| | | Annette L. Nazareth | | | Senior Counsel, Davis Polk & Wardwell
Former SEC Commissioner | | | Audit
Compensation | | | 2021 | |
| | | Thomas J. Perna | | | Chairman of the Board of Trustees,
Amundi Pioneer Mutual Fund Group | | | YesAudit
Governance and Nominating | | | 2009 | |
Alan J. Weber | Chief Executive Officer, Weber Group LLC
| Yes
| 2007
|
Amit K. Zavery | | | Vice President and Head of Platform for Google Cloud, Google, LLC | | | YesAudit
| | | 2019 | |
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Broadridge
2022 Proxy Statement | |
| | Proxy Statement Summary | | | | |
Board Nominee Information Matrix
Our Board strives to maintain a highly independent, balanced and diverse group of directors that collectively possess the expertise to ensure effective oversight and be responsible stewards of our stockholders' interests.
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| | Broadridge
2022 Proxy Statement |
| | Proxy Statement Summary | | | | |
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Broadridge
2022 Proxy Statement | |
| | Proxy Statement Summary | | | | |
Our Corporate Governance Policies Reflect Best Practices (page 34) 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 of Directors 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 and facts:
| | Board of Directors | | | • Strong Independent Board Leadership | |
| | | | | • Majority Independent Directors—10 of the 12 Director Nominees are Independent | |
| | | | | • Annual Election of Directors by Majority of Votes Cast | |
| | | | | • Directors Required to Offer to Resign if Do Not Receive Majority of Votes Cast | |
| | | | | • 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 | |
| | Stockholder Rights | | | • 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 Special Meeting | |
| | Executive Compensation | | | • Annual Say on Pay Stockholder Vote | |
| | | | | • Comprehensive Executive Compensation Clawback Policy (“Clawback Policy”) | |
| | | | | • Prohibition on Hedging, Pledging and Short Sales of our Securities | |
| | | | | • Double-trigger Change in Control Plan Requires Termination Following Change in Control (“CIC”) | |
| | | | | • No Repricing of or Discount Stock Options | |
| | | | | • No Dividends or Dividend Equivalents on Unvested Equity Awards | |
| | | | | • Robust Stock Ownership Guidelines as well as Stock Retention and Holding Period Requirements | |
| | | | | • Significant Portion of Named Executive Officers’ Target Total Direct Compensation (“TDC”) is Performance Based | |
| | | | | • Officer Bonus Strategic and Leadership Goals include a Diversity, Equity and Inclusion Component | |
| | | | | • No Excise Tax Gross-ups | |
| | | | | • Award Agreements Contain Restrictive Covenants | |
| | | | | • Modest Perquisites | |
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| | Broadridge
2022 Proxy Statement |
| | Proxy Statement Summary | | | | |
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 environmental, social and governance (“ESG”) practices are built into our growth strategy and execution.
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. As discussed in more detail in this Proxy Statement, through our ongoing board refreshment efforts three highly qualified directors have joined our Board in the past two years. With the recent appointment of Eileen Murray to the Board, women now represent 33% of our Board and women and racially or ethnically diverse members represent close to 60%.
At Broadridge, we believe our associates are our greatest asset. We are proud to employ over 14,000 associates working in 21 countries around the globe. Our focus on long-term growth begins with the ability to attract and retain the most talented associates in our industry. We are dedicated to fostering a diverse, equitable, inclusive and healthy work environment and committed to advancing diversity, equity and inclusion (“DEI”) initiatives and values as part of our culture. We regularly survey our associates to measure engagement and satisfaction and we hold ourselves accountable for those results. Feedback received from associate surveys has informed our evolution to the hybrid workplace of the future. In fiscal year 2022, our employee engagement score of 77% overall favorable rating remained consistent with our 2021 score in the annual Great Place to Work® survey. In addition, 80% of our associates stated that Broadridge is a “great place to work.”
We strive to empower not only our associates but also members of our communities. At the heart of our community efforts is the Broadridge Foundation, which identifies meaningful ways to engage with our communities to make a local impact. Through the Broadridge Foundation, we direct resources to charitable causes and develop community-focused action plans with a special focus on access to quality education for at-risk youth. These initiatives engaged through our partnership with the Mamidipudi Venkatarangaiya Foundation and Sri Vidhyas Centre include providing education to children in India who have been subject to child labor or are physically and mentally disabled.
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Broadridge
2022 Proxy Statement | |
| | Proxy Statement Summary | | | | |
We promote a sustainable environment through efficient business initiatives and alternatives that benefit our clients, associates, and other stakeholders. We support our clients’ emissions reductions by driving the digitization of communications and reducing paper mailing materials. Through these efforts, Broadridge has eliminated approximately 86% of the paper communications sent on behalf of public companies. We reduce our own emissions through sustainable consumption and production in our facilities, corporate energy efficiency programs, and streamlining of operations. As part of our long-standing commitment to corporate sustainability with a focus on ESG practices, we have retained a leading climate consulting firm to help us develop a plan to reach net zero greenhouse gas (“GHG”) emissions by 2050. In addition, we have piloted a qualitative climate risk assessment and have disclosed certain climate-related risks and opportunities indexed to the Task Force on Climate-Related Financial Disclosures in our 2022 Carbon Disclosure Project Report.
Our Sustainability Report and 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.
Select Performance Highlights (page 56) For more complete information about our financial performance, please review the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 Form 10-K”). Certain measures referenced are not prepared in accordance with generally accepted accounting principles (“GAAP”). For an explanation of our use of these Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures” on page 105 of this Proxy Statement. In fiscal year 2022, we achieved another year of strong financial performance, including 16% Recurring fee revenue growth, 14% Non-GAAP Adjusted Earnings per share (“EPS”) growth, and we marked the eleventh consecutive year of record Closed sales results.
These strong financial results enabled the Company to generate cumulative total shareholder return (“TSR”) of 105% for the five-year period ended June 30, 2022, exceeding the 71% average return of companies in the S&P 500® Index (“S&P 500”) over the same period. Our TSR is calculated as the cumulative rate of return reflecting our Common Stock price appreciation and the cumulative amount of dividends, assuming dividends are reinvested, over a five-year period.
Acquisitions are an important part of our overall strategy and a critical part of our capital allocation strategy. During fiscal year 2021, we acquired Itiviti Holding AB (“Itiviti”) now referred to as Broadridge Trading and Connectivity Solutions, for a total purchase price of approximately $2.6 billion. The successful integration and strong performance of our Itiviti acquisition contributed to our strong financial performance in fiscal year 2022.
Disciplined stewardship of our capital remains a key focus for Broadridge, and we continued to pursue a balanced, long-term strategy in fiscal year 2022. During the year, we invested in our platforms and technology, repaid $95 million in debt incurred in connection with our Itiviti acquisition, and returned capital to shareholders in the form of our dividend. The Board increased the annual dividend amount declared by 11% during fiscal year 2022.
The Board increased our annual dividend amount for fiscal year 2023 by 13% to $2.90 per share. Broadridge has increased its dividend every year since we became a public company, and we have announced double-digit increases in 10 of the past 11 years, highlighting our commitment to delivering long-term shareholder returns.
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| | Broadridge
2022 Proxy Statement |
| | Proxy Statement Summary | | | | |
Company Performance Snapshot*
*
| (1)Certain measures included in these charts are not prepared in accordance with GAAP. For an explanation of our use of these Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures” on page 105 of this Proxy Statement. |
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Broadridge
2022 Proxy Statement | Mr. Brun served as our Chairman |
| | Proxy Statement Summary | | | | |
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| | Broadridge
2022 Proxy Statement |
| | Proxy Statement Summary | | | | |
Majority of Compensation of Named Executive Officers is Performance Based (page 60) 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 the target compensation of the Company’s executive officers listed in “Summary Compensation” on page 77 of this Proxy Statement (“Named Executive Officers” or “NEOs”) is performance based, with the objective of balancing short-term and long-term decision making in support of our business objectives. Executive Total Target Compensation Mix
(1)
| Other NEO target TDC is an average of the Board through January 2, 2019annualized total compensation of Mr. Reese, Mr. Perry, Mr. Schifellite, and he currently serves asMr. Gumbs. |
Pay is Aligned to Company Performance (page 53) Broadridge’s compensation programs are designed to align the interests of our executives with the interests of our stockholders. For this reason, the mix of compensation elements for the Named Executive Officers, and particularly for the Chief Executive Officer (“CEO”), is heavily weighted towards long-term variable, performance-based compensation.
Broadridge demonstrated another year of strong growth in fiscal year 2022. In line with the Company’s above target overall financial performance in fiscal year 2022, the payments under the officer annual cash incentive plan (the “Officer Bonus Plan”) for the Named Executive Officers ranged from 115% to 127% of their targets. In addition, because of our strong EPS performance in fiscal years 2021 and 2022, performance-based restricted stock unit (“performance-based RSU” or “PRSU”) awards for the performance period ended in fiscal year 2022 were earned at 140% of their target amounts.
Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the NEOs (the “Say on Pay Vote”). At the 2021 annual meeting of stockholders (the “2021 Annual Meeting”), stockholders continued their strong support of our Lead Independent Director.executive compensation program with approximately 93% of the votes cast in favor of the proposal.
Based on the outcome of the most recent annual Say on Pay Vote, 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 2022. In fiscal year 2022, we returned to the use of multiple financial metrics in our cash incentive plan after simplifying our goals for fiscal year 2021 due to the challenges of the Covid-19 pandemic and economic uncertainty. | | | |
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| | (2)Proposal 1 |
| | Election of Directors |
| | |
| |
| | | Upon the recommendation of the Governance and Nominating Committee, our Board has nominated the 12 directors identified on the following pages for election at the 2022 Annual Meeting. Each nominee has consented to be nominated and, if elected, to serve on the Board until the next annual meeting of stockholders and until their successors are elected and qualified or until their death, resignation, retirement or removal. | |
| | All of the nominees are currently Broadridge Management. Mr. Daly served as our Chief Executive Officer through January 2, 2019directors who were elected by stockholders at the 2021 Annual Meeting, except Ms. Murray who was appointed to the Board in 2022. | |
| | Directors are elected annually by a majority of the votes cast at the annual meetings of stockholders. In an uncontested election, any incumbent director who fails to receive a majority of the votes cast is required to promptly submit an offer to resign from the Board. The Governance and he currently serves as our Executive Chairman.Nominating Committee will recommend to the Board whether to accept or reject the director's offer to resign. The Board will act on the offer to resign within 90 days from the date of the certification of election results. | |
Director Nomination Process When seeking candidates as Board members, the Governance and Nominating Committee solicits suggestions from incumbent directors, management or stockholders. The 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 Secretary at 5 Dakota Drive, Lake Success, New York 11042 or emailing our Secretary 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 our 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 Board's membership criteria and nomination procedures are set forth in our Corporate Governance Principles. 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.
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 applicable after a director has reached their eight year anniversary on the Board.
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.
| (3) | Broadridge Management. Mr. Gokey was appointed our Chief Executive Officer effective January 2, 2019.13 |
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| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
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.
In August 2022, the size of the Board was increased to 12 directors and the Board appointed Eileen K. Murray to the Board, effective September 1, 2022. Ms. Murray was recommended to the Board by several current Board members in light of her extensive financial services, regulatory and management experience. She was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that she met the qualifications for Board service as an independent director and audit committee financial expert, and that her extensive financial services and financial technology experience would be a valuable addition to the Board. Her appointment was recommended by the Governance and Nominating Committee to the full Board for its review and approval.
Under the Company's Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the applicable rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”). The NYSE rules provide 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's Listed Company Manual (the “NYSE Listing Standards”).
On August 11, 2022, the Board reviewed each director's relationship with us and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under the NYSE Listing Standards. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our CEO and our Executive Chairman, respectively.
The Board and Governance and Nominating Committee consider the following factors and principles in evaluating and selecting director nominees:
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: 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: 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: 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: 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
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Broadridge
2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
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 one or more of 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 knowledge, skills, experiences or attributes 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 such knowledge, skills, experiences and attributes it considers in the Board nomination process from time to time as it deems appropriate.
Broadridge 2019 Proxy Statement 3
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Board Nominee Information Matrix
| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
| | Knowledge, Skills and
Experience | Leslie A.
Brun
| Pamela L.
Carter
| Richard J.
Daly
| Robert N.
Duelks
| Timothy C.
Gokey
| Brett A.
Keller
| Maura A.
Markus
| Thomas J.
Perna
| Alan J. Weber
| Amit K. Zavery
|
| | Independence
| | | •Independence: “Independent” pursuant to the applicable rules of the NYSE and the SEC.
| •
| | •
| | •
| •
| •
| •
| •
|
| |
| | | Other Public Company BoardBoard: Experience with the various and complex reporting responsibilities of public reporting companies and understanding corporate governance trends and commonly faced issues of public companies. | •
| •
| •
| | •
| | •
| •
| •
| |
| | Financial Services
| | | •Financial Services: Experience with the financial services industry and related trends and practices; this assists our directors in understanding and reviewing our business and strategy and providing insight into our financial services clients.
| •
| •
| •
| •
| | •
| •
| •
| |
| | Technology
| | | •Technology: Experience with current and developing technologies, including technologies relevant to our business and the needs of our clients.
| | •
| •
| •
| •
| | •
| •
| •
|
| |
| | | Financial Expertise/LiteracyLiteracy: Experience in understanding, monitoring and overseeing financial reporting and internal controls and understanding our operating and strategic performance. | •
| •
| •
| •
| •
| •
| •
| •
| •
| •
|
| | Executive Experience
| | | •Sales/Marketing: Experience with sales and marketing practices, including with respect to the markets for our services.
| •
| •
| •
| •
| •
| •
| •
| •
| •
|
| | Sales/Marketing
| | | International Business: Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures enables oversight of how the Company navigates a global marketplace, and helps the Board understand diverse business environments, economic conditions and cultures and assess global business opportunities. | | •
| •
| •
| •
| •
| •
| | •
|
| | International Business Experience
| | | •Corporate Governance: Experience with corporate governance practices and developments, including with respect to Board and management accountability, transparency, protection of stockholder interests and provides insight into developing practices consistent with our commitment to excellence in corporate governance.
| •
| •
| •
| •
| •
| •
| •
| •
| •
|
| | Corporate Governance
| | | •Legal/Regulatory/Government: Experience with legal, regulatory and government processes, particularly for the financial services and other regulated industries, which assists our directors in understanding and reviewing the context in which our services are provided and supports our Board’s oversight of our regulated businesses.
| •
| •
| | | | | •
| | |
| | Legal/Regulatory/
Government
| | | Associations/Public Policy: Experience with working with and leveraging trade associations, which supports our Board’s oversight in analyzing public policy and regulation relevant to the Company’s business and operations. | •
| •
| | | | | •
| | |
| | Associations/Public Policy
| | | Risk Management: Experience with risk management of large organizations, particularly technology firms and firms in financial services supports the Board’s oversight of risks pertaining to the Company. | |
•
Demographics |
Age(1) | 67 | 70 | 66 | 64 | 58 | 51 | 62 | 68 | 70 | 48 |
Ethnically or Gender Diverse | • | • | | | | | • | | | • |
Board Nominee Tenure (average tenure 6.8 years) |
Years | 12 | 2 | 12 | 10 | 0 | 4 | 6 | 10 | 12 | 0 |
| (1) | As of October 2, 2019. |
Independence: “Independent” pursuant to the applicable rules of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”).
Other Public Company Board Experience: Experience is important in understanding the various and complex reporting responsibilities of public reporting companies and understanding corporate governance trends and commonly faced issues of public companies.
Financial Services: Experience assists our directors in understanding and reviewing our business and strategy and providing insight into our financial services clients.
Technology: Experience is important in understanding our business and strategy and providing insight into the needs of our clients and target markets.
Financial Expertise/Literacy: Experience assists our directors in understanding, monitoring and overseeing our financial reporting and internal controls and understanding our operating and strategic performance.
Sales/Marketing: Experience is important in understanding our business and strategy and relevant in identifying and developing the markets for our products and services.
International Business Experience: Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures enables oversight of how the Company navigates a global marketplace, and helps the Board understand diverse business environments, economic conditions and cultures and assess global business opportunities.
Corporate Governance: Experience supports our goals of strong Board and management accountability, transparency, protection of stockholder interests and provides insight into developing practices consistent with our commitment to excellence in corporate governance.
Legal/Regulatory/Government: Experience assists our directors in understanding and reviewing the context in which our services are provided and supports our Board’s oversight of our regulated businesses.
Associations/Public Policy: Experience supports our Board’s oversight in analyzing public policy and regulation relevant to the Company’s business and operations.
4 Broadridge 2019 Proxy Statement
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Broadridge
2022 Proxy Statement | |
Proxy Summary
| | Proposal 1—Election of Directors | | | | |
Our Corporate Governance Policies Reflect Best Practices (page 22)| |
| | | Race or Ethnicity: Mr. Brun, Ms. Carter, Mr. Flowers and Mr. Zavery self-identify as racially or ethnically diverse. Mr. Brun, Ms. Carter and Mr. Flowers identify as Black/African American, and Mr. Zavery identifies as Indian/South Asian. | |
The Company believes good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve
As the
interestschart above indicates, the current composition of
the Company and its stockholders. Theour Board of Directors
monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtfulreflects a mix of tenures, which we believe balances historical and
independent representationinstitutional knowledge, and an understanding of
stockholder interests.The following table summarizes certain corporate governance practices and facts including certain highlighted enhancements approved in 2019:
Boardthe evolution of Directors
| Executive Compensation
|
• Strong Independent Board Leadership
• Majority Independent Directors – 8 of the 10
Director Nominees are Independent
• Annual Election of Directors by Majority of Votes
Cast
➤ Required to Offer to Resign if Do Not Receive
Majority of Votes Cast
• Robust Stock Ownership Guidelines and Holding
Period Requirements
• Annual Board and Committee Evaluation Process
• Mandatory Retirement Age of 72
➤ Annual Board Compensation Limits
➤ Audit Committee Members Cannot Serve on
More Than Three Public Company Audit
Committees
•Expected to Attend the Annual Meeting of
Stockholders
• Lead Independent Director Available to Major
Stockholders
| • Annual Say on Pay Stockholder Vote
• Clawback Policy
• Prohibition on Hedging, Pledging and Short Sales
of our Securities
• Double-trigger Change in Control Plan Requires
Termination Following Change in Control
• No Repricing or Discount Stock Options
• No Dividends or Dividend Equivalents on
Unvested Equity Awards
• Robust Stock Ownership Guidelines and
Retention and Holding Period Requirements
• No Employment Agreements
• No Excise Tax Gross-ups
• Restrictive Covenant Agreements
• Modest Perquisites
• Significant Portion of Named Executive Officers’
Target Direct Compensation is
Performance-based
|
Stockholder Rights
| |
• Proxy Access
• No Poison Pill
➤Stockholders Owning 20% of the Voting Power
ofOutstanding Shares of Common Stock are
able toCall Special Meeting
|
Broadridge 2019 Proxy Statement 5
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Corporate Social Responsibility (page 30)At Broadridge, we enable better financial lives by powering investing, governance and communications for our clients, their customers and the financial services industry. However, our commitment does not stop there. We also do our best to create a better world by empowering our associates, supporting our communities and reducing the environmental impact of our operations. This is what drives our corporate social responsibility (“CSR”) initiatives and why we are focused on doing well by doing good.
Our CSR framework includes investment in our communities, promoting inclusion and diversity across our organization and among our partners and vendors, combatting slavery and human trafficking in our operations and supply chains, and promoting a sustainable environment through efficient business initiatives and alternatives all of which benefit our clients, stakeholders and associates. Through this CSR framework, we find meaningful ways to engage with our communities and further our commitment to conducting our business with uncompromising honesty and integrity.
At the heart offresh perspectives from our CSR efforts is the Broadridge Foundation, the Company’s charitable foundation (the “Broadridge Foundation”), through which we direct resources to charitable causes and develop community-focused action plans with a special focus on education of at-risk youth. We also enable our associates’ community service efforts by providing Broadridge associates with paid days for volunteer service and by matching the charitable donations of every Broadridge associate.
newer directors.
Pay is Aligned to Company Performance (page 40)Broadridge’s compensation programs are designed to align the interests of our executives with the interests of our stockholders. For this reason, the mix of compensation elements for the Named Executive Officers (“Named ExecutiveOfficers” or “NEOs”) listed in the Summary Compensation table on page 63 of this Proxy Statement, and particularly for the CEO, is heavily weighted towards variable, performance-based compensation.
In line with the Company’s strong overall financial performance in fiscal year 2019, including record closed sales performance, the annual cash incentive payments for the Named Executive Officers ranged from 111% to 120% of their targets. In addition, because of our strong earnings per share (“EPS”) performance in fiscal years 2018 and 2019, performance-based restricted stock unit (“RSU”) awards were earned at 120% of their target amounts.
The total direct compensation (“TDC”) of the Named Executive Officers increased in fiscal year 2019 due to the short-term cash incentive payouts reflecting the Company’s performance in fiscal year 2019. In addition, in some cases, based on executive performance in the prior fiscal year, TDC targets were increased for fiscal year 2019.
Select Performance Highlights (page 41)For more complete information about our financial performance, please review the Company’s annual report for the fiscal year ended June 30, 2019 on Form 10-K (the “2019 Form 10-K”).
Fiscal Year 2019 CEO Transition
On September 11, 2018, the Board of Directors appointed Timothy C. Gokey to succeed Richard J. Daly as our Chief Executive Officer (the “CEO”) effective on January 2, 2019. As part of the transition, the Board appointed Mr. Daly to serve as our Executive Chairman. The Board believes Mr. Daly’s service as Executive Chairman will enhance management continuity and provide a valuable resource for Mr. Gokey in his role as CEO. Given that Mr. Daly is not an independent director under applicable NYSE and SEC rules, the Board appointed Leslie A. Brun as Lead Independent Director to continue the strong leadership of independent directors. For more information about the CEO transition, see page 22 of this Proxy Statement.
Business Highlights
In fiscal year 2019, we achieved another year of strong financial performance, including record closed sales results. These strong financial results enabled the Company to generate total shareholder return of 13% for the one-year period ended June 30, 2019, and total shareholder return of 27% for the three-year period ended June 30, 2019, resulting in performance within the top quartile of companies in the S&P 500® over the three-year period.
6 Broadridge 2019 Proxy Statement
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Broadridge 2019 Proxy Statement 7
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Target Compensation for Named Executive Officers (pages43-45)CEO Transition Pay Decisions
In connection with the 2019 CEO transition, in November 2018, the Board approved several changes to the fiscal years 2019 and 2020 compensation of Mr. Gokey and Mr. Daly to reflect their new roles. For more information about these decisions, see page 43 of this Proxy Statement.
Summaries of the fiscal years 2019 and 2020 target TDC of the CEO and Executive Chairman reflecting the CEO transition and the fiscal year 2019 target TDC of the other Named Executive Officers, as approved by the Compensation Committee, are set forth in the tables below. The compensation presented in these tables differs from the compensation presented in the Summary Compensation table, which can be found on page 63 of this Proxy Statement, and is not a substitute for such information.
Summary of Fiscal Years 2019 and 2020 CEO and Executive Chairman Target TDC
| | Base Salary
| Annual Cash Incentive
| Annual Equity Incentive
|
Name
| Year
| Annual
Value
| Fixed
Cash
as % of
Target
TDC
| Cash
Incentive
Target as
% of Base
| Target
Value
| Cash
Incentive
Target
as % of
Target
TDC
| Target
Value
| Equity as
% of
Target
TDC
| Target TDC
|
Timothy C. Gokey | FY20 | $ | 900,000 | | | 11% | | | 150% | | $ | 1,350,000 | | | 16% | | $ | 6,100,000 | | | 73% | | $ | 8,350,000 | |
| FY19(1) | $ | 875,000 | | | 15% | | | 140% | | $ | 1,225,000 | | | 21% | | $ | 3,675,000 | | | 64% | | $ | 5,775,000 | |
Richard J. Daly | FY20 | $ | 750,000 | | | 17% | | | 125% | | $ | 937,500 | | | 21% | | $ | 2,812,500 | | | 63% | | $ | 4,500,000 | |
| FY19(2) | $ | 750,000 | | | 8% | | | 145% | | $ | 1,087,500 | | | 12% | | $ | 7,000,000 | | | 79% | | $ | 8,837,500 | |
| (1) | Mr. Gokey’s compensation was increased upon his promotion to the role of CEO effective on January 2, 2019. The fiscal year 2019 salary above is his annual base salary rate as of June 30, 2019. His fiscal year 2019 cash incentive award was pro-rated based on the portion of the year that he served as COO and the portion he served as CEO. Due to his change in role in the middle of fiscal year 2019, Mr. Gokey’s annual performance-based RSU award was granted in October 2018 at his COO target award level and his annual stock option award was granted in February 2019 at his CEO target award level. He also received a one-time performance-based RSU grant with a target value of $806,250 in November 2018 in connection with his promotion that is not included in the table above. See page 56 of this Proxy Statement for additional details. |
| (2) | Mr. Daly’s base salary and cash incentive target compensation were decreased upon his change of role to Executive Chairman effective on January 2, 2019. The fiscal year 2019 salary above is his annual base salary rate as of June 30, 2019. His fiscal year 2019 cash incentive target was pro-rated based on the portion of the year he served as CEO and the portion he served as Executive Chairman. See page 54 of this Proxy Statement for additional information. |
Summary of Fiscal Year 2019 Other NEO Target TDC
| Base Salary
| Annual Cash Incentive
| Annual Equity Incentive
|
Name
| Annual
Value
| Fixed Cash as
% of Target
TDC
| Cash
Incentive
Target as %
of Base
| Target
Value
| Cash
Incentive
Target
as % of
Target TDC
| Target
Value
| Equity as
% of
Target
TDC
| Target TDC
|
James M. Young | $ | 590,892 | | | 19% | | | 90% | | $ | 531,803 | | | 17% | | $ | 1,950,000 | | | 63% | | $ | 3,072,695 | |
Christopher J. Perry(1) | $ | 619,030 | | | 26% | | | 140% | | $ | 866,642 | | | 36% | | $ | 890,000 | | | 37% | | $ | 2,375,672 | |
Robert Schifellite | $ | 612,670 | | | 23% | | | 115% | | $ | 704,570 | | | 27% | | $ | 1,333,000 | | | 50% | | $ | 2,650,240 | |
Adam D. Amsterdam | $ | 493,985 | | | 26% | | | 80% | | $ | 395,188 | | | 21% | | $ | 981,000 | | | 52% | | $ | 1,870,173 | |
| (1) | In addition to the annual performance-based RSU grant in October 2018, Mr. Perry received a special time-based RSU award in February 2019 for retention purposes that is not included in the table above. See page 56 of this Proxy Statement for additional information. |
8 Broadridge 2019 Proxy Statement
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Significant Variable Compensation to Align with Stockholder Interests (page46)A significant portion of the CEO’s and other Named Executive Officers’ target TDC is variable, performance-based compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results and to align the interests of our executives with the interests of our stockholders.
| (1) | Other NEO Target TDC is an average of the annualized total compensation of Mr. Young, Mr. Perry, Mr. Schifellite, and Mr. Amsterdam. |
Actual Performance-Based Compensation Earned by Named Executive Officers (page46)As a result of the Company’s strong financial performance in fiscal year 2019, the Named Executive Officers earned the following performance-based cash incentive award and long-term equity incentive award payouts reflecting the Company’s performance (excluding stock options).
| Cash Incentive
| Long-Term Incentive
|
Name
| Cash
Incentive
Target
($)
| Achievement
as a % of
Target
| Cash
Incentive
Payout
($)
| Target $ at
Time of
Grant
| Target
Units
Granted
October 1,
2017
| LTI
Achievement
(%)
| LTI
Units
Vesting
April 1,
2020
| RSUs
Vesting
(as of
June 28, 2019)(1)
($)
|
Timothy C. Gokey | $ | 1,225,000 | | | 117.1% | | $ | 1,434,109 | | $ | 975,000 | | | 12,813 | | | 120% | | | 15,375 | | $ | 1,963,080 | |
Richard J.
Daly | $ | 1,087,500 | | | 117.1% | | $ | 1,273,136 | | $ | 3,000,000 | | | 39,426 | | | 120% | | | 47,311 | | $ | 6,040,668 | |
James M. Young | $ | 531,803 | | | 115.8% | | $ | 615,934 | | $ | 825,000 | | | 10,842 | | | 120% | | | 13,010 | | $ | 1,661,117 | |
Christopher J. Perry | $ | 866,642 | | | 119.6% | | $ | 1,036,590 | | $ | 350,000 | | | 4,599 | | | 120% | | | 5,518 | | $ | 704,538 | |
Robert Schifellite | $ | 704,570 | | | 115.6% | | $ | 814,149 | | $ | 500,000 | | | 6,571 | | | 120% | | | 7,885 | | $ | 1,006,757 | |
Adam D. Amsterdam | $ | 395,188 | | | 110.8% | | $ | 437,948 | | $ | 350,000 | | | 4,599 | | | 120% | | | 5,518 | | $ | 704,538 | |
| (1) | Based on the closing price of our Common Stock of $127.68 per share on June 28, 2019, which was the last trading day of fiscal year 2019. |
Broadridge 2019 Proxy Statement 9
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Response to Say on Pay Advisory Vote (page 38)Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Named Executive Officers (the “Say on Pay Vote”). At the 2018 annual meeting of stockholders (the “2018 Annual Meeting”), stockholders continued their strong support of our executive compensation program with approximately 95% of the votes cast in favor of the proposal (excluding broker non-votes). Based on the outcome of the annual Say on Pay Vote, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay-for-performance design of our executive compensation program for fiscal year 2019.
The Compensation Committee will continue to consider the outcome of the Say on Pay Vote and the views of our stockholders when making future compensation decisions for the Named Executive Officers.
Ratification of Independent Registered Public Accountants (page 79)We ask our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2020. Below is summary information about Deloitte & Touche LLP’s fees for fiscal years 2019 and 2018.
| Fiscal Years ended June 30, |
Type of Fees ($ in thousands) | 2019 | 2018 |
Audit Fees(1) | $ | 4,582 | | $ | 4,771 | |
Audit-Related Fees(2) | | 4,429 | | | 4,187 | |
Tax Fees(3) | | 352 | | | 671 | |
All Other Fees(4) | | — | | | — | |
Total Fees(5) | $ | 9,362 | | $ | 9,629 | |
| (1) | Audit Fees include professional services and expenses with respect to the audit of the Company’s consolidated financial statements for the fiscal year ended June 30, 2019 included in the 2019 Form 10-K (the “2019 Consolidated Financial Statements”) as well as the audit of the Company’s internal control over financial reporting, the reviews of financial statements included in its quarterly reports on Form 10-Q, and services in connection with statutory and regulatory filings (including those statutory audits performed on the Company’s operations located outside of the U.S.). |
| (2) | Audit-Related Fees include professional services performed for our clients’ benefit on the design and/or effectiveness of the Company’s internal controls relative to the services the Company performs for its clients, and reviews of compliance with performance criteria established by the Company for the services the Company performs for its clients. |
| (3) | Tax Fees include general tax services such as consulting on various tax projects or tax audits, preparing certain tax analyses and information reports included in various income tax return filings as well as filing with both the U.S. and Canadian tax authorities the intercompany cross border documentation requirements as part of the U.S. and Canada advance pricing agreement. |
| (4) | All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |
| (5) | Amounts may not sum due to rounding. |
10 Broadridge 2019 Proxy Statement
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Proposal 1 — Election of Directors
Upon the recommendation of the Governance and Nominating Committee, our Board has nominated the 10 directors identified on the following pages for election at the 2019 Annual Meeting. Each nominee has consented to be nominated and, if elected, to serve on the Board until the next annual meeting of stockholders and until their successors are elected and qualified or until their death, resignation, retirement or removal.
All of the nominees are currently Broadridge directors who were elected by stockholders at the 2018 Annual Meeting, except for Timothy C. Gokey, who was elected to the Board effective January 2, 2019, and Amit K. Zavery, who was elected to the Board effective June 21, 2019. Stuart R. Levine has reached the age of 72 and, pursuant to our Corporate Governance Principles, will not stand for re-election and will retire from the Board effective as of the 2019 Annual Meeting. Our Board thanks Mr. Levine for his many years of exemplary service.
Directors are elected annually by a majority of the votes cast at the annual meetings of stockholders. In an uncontested election, any incumbent director who fails to receive a majority of the votes cast is required to promptly submit an offer to resign from the Board. The Governance and Nominating Committee will recommend to the Board whether to accept or reject the director’s offer to resign. The Board will act on the offer to resign within 90 days from the date of the certification of election results.
Nominee Qualifications
Under the Company’s Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the applicable rules of the NYSE and the SEC. The NYSE rules provide 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’s Listed Company Manual (the “NYSE Listing Standards”).
On August 6, 2019, the Board reviewed each director’s relationship with us and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under the NYSE Listing Standards. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our President and CEO, and our Executive Chairman, respectively.
The Governance and Nominating Committee seeks directors with established strong professional reputations and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries that Broadridge serves. Broadridge is a global financial technology leader and part of the S&P 500, providing investor communications and technology-driven solutions to banks, broker-dealers, asset and wealth managers and corporate issuers. With over 50 years of experience, including over 10 years as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated solutions and an important infrastructure that powers the financial services industry. We serve a large and diverse client base across four client groups: banks/broker- dealers, asset management firms/mutual funds, corporate issuers and wealth management firms. Our clients in the financial services industry include retail and institutional brokerage firms, global banks, mutual funds, asset managers, insurance companies, annuity companies, institutional investors, specialty trading firms, clearing firms, third-party administrators, hedge funds, and financial advisors. Our corporate issuer clients are typically publicly held companies. In addition to financial services firms, our Customer Communications business also serves companies in the healthcare, insurance, consumer finance, telecommunications, utilities, and other service industries.
Our directors’ skills, expertise, background and experiences encompass the areas of banking and financial services, technology, and providers of services to the financial services industry, all of which are areas important to our Company’s businesses and strategy.
The biographies of the director nominees are set forth below. They contain information regarding the individual’s service as a director of the Company, business experience, public company director positions held currently or any time in the past five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that such individual should serve as a director of the Company.
Each of the director nominees for election at the 20192022 Annual Meeting holds or has held senior executive positions in large, complex organizations, and many hold or have held the role of chief executive officer. This experience
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demonstrates their ability to perform at the highest levels. In these positions, they have gained experience in core business skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and marketing. This experience enableslevels, enabling them to provide sound judgment concerning the issues facing a large public corporation in today’s environment, provide oversight of these areas at the Company and evaluate our performance.
The Governance and Nominating Committee
also believesCharter provides that
each of the
nominees has other key attributes that are important to an effective board of directors, including wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with established organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy. The Governance and Nominating Committee takesBoard take diversity into account in determining the
Company’sCompany's slate of
nominees and believes that, as a group, the director nominees bring a diverse range of perspectivesnominees. In keeping with this commitment to
the Board’s deliberations. In addition, twodiversity, seven of our
three most recently elected directors, and four of our eight independent12 director nominees are women or
racially or ethnically diverse individuals.
In addition to the above, the Governance and Nominating Committee considered the specific experience described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors. For more information on the process undertaken by the Governance and Nominating Committee in recommending qualified director candidates to the Board, see the “Corporate Governance–Director Nomination Process” section on page 25 of this Proxy Statement.
Information About the Nominees
Leslie A. Brun
Age 67, is our Lead Independent Director since 2019 and has been a member of our Board since 2007. Mr. Brun served as our Chairman of the Board from 2011 to 2019.
Lead Independent Director
Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. He is currently Senior Advisor of G100 Companies, a unique business partnership that combines the world’s best C-level learning communities with premier professional services firms. From 2011 to 2013, he was a Managing Director at CCMP Capital, a global private equity firm. Previously, from 1991 to 2005, Mr. Brun served as founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm. From 1988 to 1990, he served as co-founder and Managing Director of the investment banking group of Fidelity Bank. Mr. Brun is a former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania.
| | The Governance and Nominating Committee and the Board have evaluated each of the director nominees against the factors and principles used to select director nominees. Based on this evaluation, they have concluded that it is in the best interests of the Company and its stockholders for each of the proposed director nominees on pages 18-29 below to continue to serve as a director of the Company. | |
Specific Experience, Qualifications, Attributes or Skills:
Extensive finance, management, and financial advisory experience
Operating, executive and management experience, including as chief executive officer of an investment holding company
Financial expertise and financial literacy
Financial services and technology industry experience and knowledge
International business experience
Corporate governance experience
Other Public Company Directorships:
Current
CDK Global, Inc., Non-Executive Chairman (since 2014)
Merck & Co., Inc.
➤ Director (since 2008)
➤ Lead Independent Director (since 2014)
Corning, Inc., Director (since 2018)
Former
| • | Automatic Data Processing, Inc. (“ADP”) |
➤ Director (2003-2015)
➤ Chairman of the Board of Directors
(2007-2015)
Hewlett Packard Enterprise Company, Director (2015-2018)
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| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
Information About the Nominees 
Pamela L. Carter
Age 70, is the Chair and a member of the Audit Committee and a member of the Governance and Nominating Committee. Ms. Carter has been a member of our Board since 2017.
Independent Director
Ms. Carter is the retired President of Cummins Distribution Business, a division of Cummins Inc., a global manufacturer of diesel engines and related technologies. She assumed that role in 2008 and served in that position until she retired in 2015. She previously served as President – Cummins Filtration, then as Vice President and General Manager of Europe, Middle East and Africa business and operations for Cummins Inc. since 1999. Ms. Carter served as Vice President and General Counsel of Cummins Inc. from 1997 to 1999. Prior to joining Cummins Inc., she served as the Attorney General for the State of Indiana from 1993 to 1997. In 2010, Ms. Carter was appointed to the Export-Import Bank of the U.S. Sub-Saharan Africa Advisory Council.
| |
| | | Leslie A. Brun
Age 70, has been our Lead Independent Director since 2019, and a member of our Board since 2007. Mr. Brun served as our Chairman of the Board from 2011 to 2019.
Lead Independent Director
Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. In February 2021, he co-founded and currently serves as Chairman and Chief Executive Officer of Ariel Alternatives, LLC, a private asset management firm that invests in mid-market scalable businesses that are or will become Black and Latinx owned. He is also senior advisor to G100 and World 50 peer-to-peer communities for current and former senior executives and directors from some of the world’s largest companies. From 2011 to 2013, he was a Managing Director at CCMP Capital, a global private equity firm. Previously, from 1991 to 2005, Mr. Brun served as founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm. From 1988 to 1990, he served as co-founder and Managing Director of the investment banking group of Fidelity Bank. Mr. Brun is a director of Footprint International Holdco, Inc. He is a former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Extensive finance, management, and financial advisory experience | | | | |
| | | | | • Operating, executive and management experience, including as chief executive officer of an investment holding company and an asset management firm | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • International business experience | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • CDK Global, Inc., Non-Executive Chairman (since 2014) | | | | |
| | | | | • Corning, Inc., Director (since 2018) | | | | |
| | | | | Former | | | | |
| | | | | • Merck & Co., Inc. | | | | |
| | | | | - Director (2008-2021) | | | | |
| | | | | - Lead Independent Director (2014-2021) | | | | |
| | | | | • Automatic Data Processing, Inc. (“ADP”) | | | | |
| | | | | - Director (2003-2015) | | | | |
| | | | | - Chairman of the Board of Directors (2007-2015) | | | | |
| | | | | • Hewlett Packard Enterprise Company, Director (2015-2018) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Specific Experience, Qualifications, Attributes or Skills:
Extensive global management, operational and executive experience
Financial services experience
Financial expertise and financial literacy
International business experience
Corporate governance experience
Legal/regulatory/government experience
Association/public policy experience
Other Public Company Directorships:
Current
Enbridge Inc., Director (since 2017)
CSX Corp., Director (since 2010)
Hewlett Packard Enterprise Company, Director
(since 2015)
Former
Spectra Energy Corp., Director (2007-2017)
Richard J. Daly
Age 66, is our Executive Chairman since 2019 and has been a member of our Board since 2007.
Management
Mr. Daly served as our CEO from 2007 to 2019, and as our President from 2014 to 2017. Prior to the 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP (“BSG”), as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President at ADP, he shared the responsibility of running BSG and was directly responsible for our Investor Communication Solutions (“ICS”) business, Broadridge’s largest business. Mr. Daly joined ADP in 1989, as Senior Vice President of BSG, following ADP’s acquisition of the proxy services business he founded. He is a member of the Advisory Board of the National Association of Corporate Directors, and the Board of Directors of the SIFMA Foundation.
Specific Experience, Qualifications, Attributes or Skills:
Former CEO experience brings unique perspective and insights into the Company, including its businesses, relationships, competitive, financial and regulatory positioning, senior leadership and strategic opportunities and challenges
Founder of the ICS business
Extensive financial services and technology industry experience and knowledge
Financial expertise and financial literacy
Sales and marketing experience
International business experience
Corporate governance experience
Other Public Company Directorships:
Former
The ADT Corporation, Director (2014-2016)
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2022 Proxy Statement | |
Robert N. Duelks
| | Proposal 1—Election of Directors | | | | |
Age 64, is a member of the Audit Committee and the Compensation Committee. Mr. Duelks has been a member of our Board since 2009.
Independent Director
Mr. Duelks is a former executive of Accenture plc, having served for 27 years in various capacities until his retirement in 2006. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities, including and ranging from local client service, regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees, including the Board of Partners, the Management Committee and the Executive and Operating Committee for the Global Financial Services Operating Group. Mr. Duelks has served as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products since 2010. He is the former Chairman and a current Emeritus Trustee of Gettysburg College, and he previously served as a member of the Advisory Board for the Business School at Rutgers University.
Specific Experience, Qualifications, Attributes or Skills:
Extensive experience in the management and operation of a technology and consulting services business| |
| | | Pamela L. Carter
Age 73, is the Chair of the Audit Committee and a member of the Governance and Nominating Committee. Ms. Carter has been a member of our Board since 2017.
Independent Director
Ms. Carter is the retired President of Cummins Distribution Business, a division of Cummins Inc., a global manufacturer of diesel engines and related technologies. She assumed that role in 2008 and served in that position until she retired in 2015. She previously served as President—Cummins Filtration, then as Vice President and General Manager of Europe, Middle East and Africa business and operations for Cummins Inc. since 1999. Ms. Carter served as Vice President and General Counsel of Cummins Inc. from 1997 to 1999. Prior to joining Cummins Inc., she served as the Attorney General for the State of Indiana from 1993 to 1997. In 2010, Ms. Carter was appointed to the Export-Import Bank of the U.S. Sub-Saharan Africa Advisory Council. Ms. Carter is a member of the National Board of Directors of Teach for America and has been a board member and the board Treasurer of the Sycamore Institute since 2019. Ms. Carter has served as the Chair of the Nashville Symphony since 2020. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Extensive global management, operational and executive experience | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Legal/regulatory/government experience | | | | |
| | | | | • Risk management experience | | | | |
| | | | | • Sales and marketing experience | | | | |
| | | | | • Association/public policy experience | | | | |
| | | | | • International business, sales, marketing and distribution experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • Enbridge Inc., Director (since 2017) | | | | |
| | | | | • Hewlett Packard Enterprise Company, Director (since 2015) | | | | |
| | | | | Former | | | | |
| | | | | • Spectra Energy Corp., Director (2007-2017) | | | | |
| | | | | • CSX Corp., Director (2010-2020) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Financial services and technology industry experience and knowledge
Financial expertise and financial literacy
Extensive experience in global sales and marketing
International business experience
Timothy C. Gokey
Age 58, is our CEO and was elected to our Board effective January 2, 2019.
Management
Mr. Gokey succeeded Mr. Daly as CEO in January 2019. Mr. Gokey joined Broadridge in 2010 as Chief Corporate Development Officer and was responsible for the Company’s growth initiatives, including sales and marketing, strategy, mergers and acquisitions, partnerships, and other growth-related activities. In 2017, he was appointed Broadridge’s President and he also served as Broadridge’s Chief Operating Officer (“COO”) from 2012 to 2019. During this time, he was responsible for the operation of all Broadridge’s business units, technology, and operations in India. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004, and he spent 13 years at McKinsey & Company, a global consulting firm, where he led McKinsey’s North American Financial Services Sales and Marketing Practice. He also serves on the board of vestry of St. John’s Episcopal Church, Cold Spring Harbor, New York.
Specific Experience, Qualifications, Attributes or Skills:
CEO’s unique perspective and insights into the Company, including its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges
Operating, executive and management experience at a major global company
Financial services and technology industry experience and knowledge
Financial expertise and financial literacy
Sales and marketing experience
International business experience
Other Public Company Directorships:
Current
C.H. Robinson Worldwide, Inc., Director (since 2017)
14 Broadridge 2019 Proxy Statement
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Brett A. Keller
Age 51, is a member of the Audit Committee. Mr. Keller has been a member of our Board since 2015.
Independent Director
Mr. Keller is the Chief Executive Officer of priceline.com LLC (“priceline.com”), a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., a position he has held since 2016. Prior to his appointment as Chief Executive Officer, he served as priceline.com’s Chief Operating Officer in 2016, and as its Chief Marketing Officer from 2002 to 2015. Mr. Keller joined priceline.com in 1999 and has played a central role in the company’s evolution. As Chief Operating Officer, he was responsible for all marketing, technology, and product development areas of the business. As Chief Marketing Officer, he oversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives for priceline.com. Prior to joining priceline.com, Mr. Keller served as a director of online travel services for Cendant, a consumer services holding company. Mr. Keller sits on the National Advisory Council for the Marriott School of Management at Brigham Young University.
Specific Experience, Qualifications, Attributes or Skills:
Operating, executive and management experience as a chief executive officer and chief operating officer| | Proposal 1—Election of Directors | | | | |
Extensive experience in global consumer marketing and sales, including branding, communications, online merchandising, and scaled consumer acquisitionDigital and technology industry knowledge, including significant management of search engine marketing, social media, affiliate, user interface and user experience design development, big data, and programmatic disciplines
Financial expertise and financial literacy
International business experience
Maura A. Markus
Age 62, is a member of the Audit Committee and the Compensation Committee. Ms. Markus has been a member of our Board since 2013.
Independent Director
Ms. Markus is the former President and Chief Operating Officer of Bank of the West, a role she held from 2010 through 2014. She is also a former member of the Board of Directors of Bank of the West and BancWest Corporation, and the Bank’s Executive Management Committee. Before joining Bank of the West, Ms. Markus was a 22-year veteran of Citigroup, having most recently served as Head of International Retail Banking in Citibank’s Global Consumer Group. She held a number of additional domestic and international management positions including President, Citibank North America from 2000 to 2007. In this position, she also served as Chairman of Citibank West. Ms. Markus also served as Citibank’s European Sales and Marketing Director in Brussels, Belgium, and as President of Citibank’s consumer business in Greece. Ms. Markus is a former member of The Financial Services Roundtable. She is a member of Year Up Bay Area’s Talent and Opportunity Board and is a trustee for the College of Mount Saint Vincent in New York. Ms. Markus is a former board member of Catholic Charities CYO of San Francisco.
| |
| | | Richard J. Daly
Age 69, has been our Executive Chairman since 2019, and a member of our Board since 2007.
Management
Mr. Daly served as our CEO from 2007 to 2019, and as our President from 2014 to 2017. Prior to the 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP (“BSG”), as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President at ADP, he shared the responsibility of running BSG and was directly responsible for our Investor Communication Solutions (“ICS”) business, Broadridge's largest business. Mr. Daly joined ADP in 1989, as Senior Vice President of BSG, following ADP's acquisition of the proxy services business he founded. Mr. Daly is a director of Footprint International Holdco, Inc. He is a member of the Listed Company Advisory Board for the NYSE. He is also a member of The Economic Club of New York and the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership of Columbia Law School. In addition, he is a member of the Advisory Board of the National Association of Corporate Directors (“NACD”) and Chairman of the Board of Directors of the Securities Industry and Financial Markets Association (“SIFMA”) Foundation. Mr. Daly has been recognized as an NACD Directorship 100 Governance Professional. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Former CEO experience brings unique perspective and insights into the Company, including its businesses, relationships, competitive, financial and regulatory positioning, senior leadership and strategic opportunities and challenges | | | | |
| | | | | • Founder of the ICS business | | | | |
| | | | | • Extensive financial services and technology industry experience and knowledge | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Sales and marketing experience | | | | |
| | | | | • International business experience | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Legal/regulatory/government experience | | | | |
| | | | | • Risk management experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Former | | | | |
| | | | | • The ADT Corporation, Director (2014-2016) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Specific Experience, Qualifications, Attributes or Skills:
Operating, executive and management experience, including as chief operating officer of a large financial services company
Extensive experience in the financial services industry
Financial expertise and financial literacy
Extensive experience in global sales and marketing
International business experience
Associations/public policy experience
Other Public Company Directorships:
Current
Stifel Financial Corp., Director (since 2016)
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2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
Thomas J. Perna
Age 68, is a member of the Audit Committee and the Governance and Nominating Committee. Mr. Perna has been a member of our Board since 2009.
Independent Director
Mr. Perna has served as the Chairman of the Board of Trustees of the Amundi Pioneer Mutual Fund Group since 2012. Prior to this appointment, he served as a member of the Board of Trustees of the Pioneer Funds from 2006, overseeing approximately 57 open-end and closed-end investment companies in a mutual fund complex. Mr. Perna joined Quadriserv, Inc., a technology products company in the securities lending industry, in 2005, and served in several roles including as Chairman and Chief Executive Officer until 2014. Previously, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors, where he was responsible for over 6,000 employees globally. He also served as a Commissioner on the New Jersey Civil Service Commission from 2011 to 2015. Mr. Perna previously served on the Boards of Directors of the Depository Trust & Clearing Corporation, Euroclear Bank S.A., Euroclear Clearance System PLC, and Omgeo PLC. He is a member of a number of banking and securities industry associations.
| |
| | | Robert N. Duelks
Age 67, is the Chair of the Governance and Nominating Committee and a member of the Audit Committee. Mr. Duelks has been a member of our Board since 2009.
Independent Director
Mr. Duelks is NACD Directorship Certified™. He is a former executive of Accenture plc, having served for 27 years in various capacities until his retirement in 2006. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities, including and ranging from local client service, regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees, including the Board of Partners, the Management Committee and the Executive and Operating Committee for the Global Financial Services Operating Group. Mr. Duelks served as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products from 2010 through 2021. He is the former Chairman and a current Emeritus Trustee of the Board of Trustees of Gettysburg College, and he previously served as a member of the Advisory Board for the Business School at Rutgers University. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Extensive experience in the management and operation of a technology
and consulting services business | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Extensive experience in global sales and marketing | | | | |
| | | | | • International business experience | | | | |
| | | | | | | | | |
| | | | | | | | | | | | |
Specific Experience, Qualifications, Attributes or Skills:
Operating, executive and management experience, including as chief executive officer of a provider of technology products to the securities industry
Technology industry experience and knowledge
Financial expertise and financial literacy
Sales and marketing experience
International business experience, including management of a global financial services firm
Corporate governance experience
Government and regulatory experience
Association/public policy experience
Other Public Company Directorships:
Current
Amundi Pioneer Mutual Funds, Chairman of the Board of Trustees (since 2006)
Alan J. Weber
Age 70, is the Chair and a member of the Compensation Committee and a member of the Audit Committee. Mr. Weber has been a member of our Board since 2007.
Independent Director
Mr. Weber has served as the Chief Executive Officer of Weber Group LLC, a private investment firm, since 2008. Mr. Weber retired as Chairman and Chief Executive Officer of U.S. Trust Corporation and as a member of the executive committee of the Charles Schwab Corporation in 2005. Previously, he was the Vice Chairman and Chief Financial Officer of Aetna Inc., where he was responsible for corporate strategy, capital management, information technology, investor relations and financial operations. He also held a number of senior level positions at Citibank N.A., where he worked from 1971 to 1998, including as Chairman of Citibank International and Executive Vice President of Citibank. During his tenure at Citibank, Mr. Weber oversaw operations in approximately 30 countries, including assignments in Japan, Italy and Latin America. He is also on the Board of Directors of Street Diligence LLC, a private company and was, until the sale of the company in 2018, the Chairman of the Board of Managers of KGS Holdings, LP. In addition, Mr. Weber serves as a member of the Board of Directors of DCTV, a New York based charitable organization.
Specific Experience, Qualifications, Attributes or Skills:
Operating, executive and management experience, including as chief executive officer and chief financial officer of global financial services firms
Expertise in finance, financial reporting, compliance and controls
Audit Committee Financial Expert
Experience in information technology businesses
International business experience
Other Public Company Directorships:
Former
Diebold Nixdorf Inc., Director (2005-2019)
SandRidge Energy, Inc. (2013-2016)
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| | Broadridge
2022 Proxy Statement |
Amit K. Zavery
| | Proposal 1—Election of Directors | | | | |
Age 48, was elected to our Board effective June 21, 2019.
Independent Director
Mr. Zavery is the Head of Platform for Google Cloud, Google, a position he has held since March 2019. Previously, he served in numerous senior leadership roles during his 24 years at Oracle Corporation. Most recently, he was Executive Vice President and General Manager of Oracle Cloud Platform and Middleware products. 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.
Specific Experience, Qualifications, Attributes or Skills:
Global operating, executive and management experience| |
| | | Melvin L. Flowers
Age 69, is a member of the Audit Committee. Mr. Flowers has been a member of our Board since 2021.
Independent Director
Mr. Flowers was the Corporate Vice President of Internal Audit and Enterprise Risk Management at Microsoft Corp. (“Microsoft”), where he worked for over 16 years, overseeing the Internal Audit Department, Enterprise Risk Management team and Financial Integrity Unit. Prior to that, he served as the Senior Controller for the Mobile and Embedded Devices business, responsible for accounting, management reporting, and internal controls and compliance. Prior to Microsoft, he served as the Chief Financial Officer (“CFO”) of Novatel Wireless (“Novatel”), a NASDAQ-listed Internet of Things solutions provider to the telematics market. Before Novatel, he worked as a chief financial officer throughout the 1990s at several public and private companies. Mr. Flowers is currently a member of the Board of Directors of HSBC North America Holdings, Inc. and HSBC Bank USA, N.A. He is also a member of the Board of Trustees of Seattle University where he serves as Chairman of the Audit Committee. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Operating, executive and management experience at a major global company | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • Audit Committee Financial Expert (Financial expertise and financial literacy) | | | | |
| | | | | • Risk management expertise | | | | |
| | | | | • Sales and marketing experience | | | | |
| | | | | • International business experience | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Digital
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2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Timothy C. Gokey
Age 61, is our CEO and has been a member of our Board since 2019.
Management
Mr. Gokey has been our CEO and a member of our Board since 2019. Mr. Gokey served as the President of Broadridge from 2017 to 2020. From 2012 to 2019, he served as Broadridge's Chief Operating Officer with responsibility for all Broadridge business units, technology, and India operations. Mr. Gokey joined Broadridge in 2010, as Chief Corporate Development Officer. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block. Previously, he was a partner at McKinsey & Company, a global consulting firm, where he led McKinsey's North American Financial Services Sales and Marketing Practice. Mr. Gokey is a member of the board of directors of C.H. Robinson, a leading global technology-based logistics provider, and a member of the board of directors of the Partnership for New York City. He also serves on the board of advisors of the Northwell Health Cancer Institute. He has also served on the Vestry of St. John's Episcopal Church, Cold Spring Harbor, New York. Mr. Gokey has been recognized as an NACD Directorship 100 Governance Professional. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • CEO's unique perspective and insights into the Company, including its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges | | | | |
| | | | | • Operating, executive and management experience at a major global company | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Corporate governance expertise | | | | |
| | | | | • Sales and marketing experience | | | | |
| | | | | • International business experience | | | | |
| | | | | • Risk management expertise | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • C.H. Robinson Worldwide, Inc., Director (since 2017) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Brett A. Keller
Age 54, is a member of the Audit Committee and the Compensation Committee. Mr. Keller has been a member of our Board since 2015.
Independent Director
Mr. Keller is the Chief Executive Officer of priceline.com LLC (“priceline.com”), a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., a position he has held since 2016. Prior to his appointment as Chief Executive Officer, he served as priceline.com's Chief Operating Officer in 2016, and as its Chief Marketing Officer from 2002 to 2015. Mr. Keller joined priceline.com in 1999 and has played a central role in the company's evolution. As Chief Operating Officer, he was responsible for all marketing, technology, and product development areas of the business. As Chief Marketing Officer, he oversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives for priceline.com. Prior to joining priceline.com, Mr. Keller served as a director of online travel services for Cendant, a consumer services holding company. Mr. Keller sits on the National Advisory Council for the Marriott School of Management at Brigham Young University. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Operating, executive and management experience as a chief executive officer and chief operating officer | | | | |
| | | | | • Extensive experience in global consumer marketing and sales, including branding, communications, online merchandising, and scaled consumer acquisition | | | | |
| | | | | • Digital and technology industry knowledge, including significant management of search engine marketing, social media, affiliate, user interface and user experience design development, big data, and programmatic disciplines | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • International business experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Maura A. Markus
Age 65, is the Chair of the Compensation Committee and a member of the Audit Committee. Ms. Markus has been a member of our Board since 2013.
Independent Director
Ms. Markus is the former President and Chief Operating Officer of Bank of the West, a role she held from 2010 through 2014. She is also a former member of the Board of Directors of Bank of the West and BancWest Corporation, and the Bank's Executive Management Committee. Before joining Bank of the West, Ms. Markus was a 22-year veteran of Citigroup, having most recently served as Head of International Retail Banking in Citibank's Global Consumer Group. She held a number of additional domestic and international management positions including President, Citibank North America from 2000 to 2007. In this position, she also served as Chairman of Citibank West. Ms. Markus also served as Citibank's European Sales and Marketing Director in Brussels, Belgium, and as President of Citibank's consumer business in Greece. Ms. Markus is a former member of The Financial Services Roundtable. She is a member of Year Up Bay Area's Talent and Opportunity Board and is a trustee for the College of Mount Saint Vincent in New York. Ms. Markus is a former board member of Catholic Charities of San Francisco, Catholic Charities of New York, and Junior Achievement New York. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Operating, executive and management experience, including as chief operating officer of a large financial services company | | | | |
| | | | | • Extensive experience in the financial services industry | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Extensive experience in global sales and marketing | | | | |
| | | | | • International business experience | | | | |
| | | | | • Associations/public policy experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • Stifel Financial Corp., Director (since 2016) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Extensive experience in global sales and marketing
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
| | | | | Eileen K. Murray
Age 64, was appointed to our Board in 2022. She is a member of the Audit Committee and the Governance and Nominating Committee.
Independent Director
Ms. Murray is the former Chair of the Board of Governors of the Financial Industry Regulatory Authority where she served from 2016 through 2022. She was the Co-Chief Executive Officer of Bridgewater Associates, LP (“Bridgewater”), one of the world’s largest institutional asset managers, from 2009 to 2020. Prior to joining Bridgewater, she was the CEO of Investment Risk Management LLC and President and Co-CEO of Duff Capital Advisors. Ms. Murray began her professional career in 1984 at Morgan Stanley, where she held several senior positions from 1984 to 2002, including Controller, Treasurer, and Chief Accounting Officer, as well as Chief Operating Officer for the firm’s Institutional Securities Group. From 2002 to 2005, she was a Managing Director at Credit Suisse and served on the firm’s management board. Ms. Murray has also served as a director of the Business Council for International Understanding and The Depository Trust & Clearing Corporation and has been a director of the Irish Arts Center since 2016. She is also an advisor to many innovative technology and environmental solutions companies, including Invisible Urban Charging, an electric car charging company, Lukka, Inc., a leading crypto data and software provider, and Consensys, a blockchain technology company. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Extensive experience in financial services, financial markets regulation and financial technology | | | | |
| | | | | • Legal/regulatory/government experience | | | | |
| | | | | • Audit Committee Financial Expert (Financial expertise and financial literacy) | | | | |
| | | | | • International business experience | | | | |
| | | | | • Associations/Public Policy experience | | | | |
| | | | | • Risk management expertise | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • Guardian Life Insurance Company of America, Director (since 2020) | | | | |
| | | | | • HSBC Holdings plc, Director (since 2021) | | | | |
| | | | | Former | | | | |
| | | | | • Compass, Inc., Director (2020-2022) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
International business experienceTABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Annette L. Nazareth
Age 66, is a member of the Audit Committee and the Compensation Committee. Ms. Nazareth has been a member of our Board since 2021.
Independent Director
Ms. Nazareth is a Senior Counsel of Davis Polk & Wardwell (“Davis Polk”). She was a partner in the firm’s Washington, D.C. office from 2008 to 2021. She currently serves as the Chair of the 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. Until recently, Ms. Nazareth headed the Trading and Markets practice in Davis Polk’s Financial Institutions Group. She also served as head of the firm’s Washington, D.C. office. Ms. Nazareth is a former SEC Commissioner, having served from 2005 to 2008. She served as Director of the SEC’s Division of Market Regulation (now the Division of Trading and Markets) from 1999 to 2005, and a Senior Counsel and then Interim Director of the SEC’s Division of Investment Management from 1998 to 1999. Earlier in her career, Ms. Nazareth held a number of senior positions at investment banks. She serves on several not-for-profit boards, including Urban Institute, Watson Institute, Protestant Episcopal Cathedral Foundation, St. Albans School of Public Service, Board of Visitors of Columbia Law School, and the SEC Historical Society (Chair). She is also a member of the American Law Institute. Ms. Nazareth previously served on the boards of Brown University (Chair, Audit Committee), National Cathedral School (Chair, Audit Committee), and Bishop John T. Walker School for Boys. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Executive experience, including senior positions at investment banks | | | | |
| | | | | • Extensive experience in financial markets regulation | | | | |
| | | | | • Legal/regulatory/government experience | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Audit Committee Financial Expert (Financial expertise and financial literacy) | | | | |
| | | | | • International business experience | | | | |
| | | | | • Associations/Public Policy experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • MoneyLion Inc., Director (since 2021) | | | | |
| | | | | • Figure Acquisition Corp. I, Director (since 2021) | | | | |
| | | | | Former | | | | |
| | | | | • Athena Technology Acquisition Corp. II, Director (2021) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Thomas J. Perna
Age 71, is a member of the Audit Committee and the Governance and Nominating Committee. Mr. Perna has been a member of our Board since 2009.
Independent Director
Mr. Perna has served as the Chairman of the Board of Trustees of the Amundi Pioneer Mutual Fund Group since 2012. Prior to this appointment, he served as a member of the Board of Trustees of the Pioneer Funds from 2006, overseeing approximately 57 open-end and closed-end investment companies in a mutual fund complex. Mr. Perna joined Quadriserv, Inc., a technology products company in the securities lending industry, in 2005, and served in several roles including as Chairman and Chief Executive Officer until 2014. Previously, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors, where he was responsible for over 6,000 employees globally. He also served as a Commissioner on the New Jersey Civil Service Commission from 2011 to 2015. Mr. Perna previously served as a director of The Depository Trust & Clearing Corporation, Euroclear Bank S.A., Euroclear Clearance System PLC, and Omgeo PLC. He is a member of a number of banking and securities industry associations. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Operating, executive and management experience, including as chief executive officer of a provider of technology products to the securities industry | | | | |
| | | | | • Financial services and technology industry experience and knowledge | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Sales and marketing experience | | | | |
| | | | | • International business experience, including management of a global financial services firm | | | | |
| | | | | • Corporate governance experience | | | | |
| | | | | • Government and regulatory experience | | | | |
| | | | | • Association/public policy experience | | | | |
| | | | | • Risk management expertise | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Other Public Company Directorships: | | | | |
| | | | | Current | | | | |
| | | | | • Amundi Pioneer Mutual Funds, Chairman of the Board of Trustees (since 2006) | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Proposal 1—Election of Directors | | | | |
| |
| | | Amit K. Zavery
Age 51, is a member of the Audit Committee. Mr. Zavery has been a member of our Board since 2019.
Independent Director
Mr. Zavery is a Vice President and Head of Platform for Google Cloud at Google, LLC, a position he has held since 2019. Previously, he served in numerous senior leadership roles during his 24 years at Oracle Corporation. Most recently, he was Executive Vice President and General Manager of Oracle Cloud Platform and Middleware products. 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. | | | | |
| | | | | | | | | | | | |
| | | | |
| | | Specific Experience, Qualifications, Attributes or Skills: | | | | |
| | | | | • Global operating, executive and management experience | | | | |
| | | | | • Digital and technology industry knowledge | | | | |
| | | | | • Financial expertise and financial literacy | | | | |
| | | | | • Extensive experience in global sales and marketing | | | | |
| | | | | • International business experience | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Each director nominee receiving a majority of the votes cast at the
20192022 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
Recommendation of the Board of Directors
The Board of Directors Recommends that you Vote “FOR” the Election of All Nominees
| | The Board of Directors Recommends that you Vote FOR the Election of All Nominees | |
Broadridge 2019 Proxy Statement 17
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
Director Compensation| | Director Compensation | | | | |
Fiscal Year 20192022 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, Frederic W. Cook & Co., Inc. (“
FW Cook”).
For fiscal year 2022, the directors’ annual equity retainer was increased by $10,000 to $170,000, 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
President and CEO and our Executive Chairman, respectively. The compensation paid to Mr. Gokey
andis reflected in “Summary Compensation” on page 77 of this Proxy Statement. Although Mr. Daly is
reflectedone of our executive officers, he is not a Named Executive Officer for fiscal year 2022 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
Summary Compensation table on page 63“Board Leadership Structure” section of this Proxy Statement. Mr. Gokey and Mr. Daly do not receive any additional
cash or equity compensation for their
participationservice on the Board.
During 2019, our non-management directors were compensated for their Board service as shown in the chart below.
Non-Management Director Compensation Structure
Compensation Element
(1)
| DSUs and stock options vest at grant. |
(2)
| Lead Independent Director Compensation | Additional Information
|
Annual Cash Retainer
| •
| $85,000
| •
| May be deferred at director’s election under the Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) into deferred stock units (“DSUs”)
|
Annual Equity Retainer
| •
| $155,000 target value
| •
| Split equallyadditional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options that are fully vested upon grant
options). |
Board and Committee Cash Meeting Fees for all directors other than the Lead Independent Director
(3)
| •
| $1,500 for each Board meeting and committee meeting attended in person
| •
| May be deferred at director’s election under the Deferred Compensation Plan into DSUs
|
•
| $750 for telephonic meetings
| •
| Paid irrespective of whether meetings are held on the same date
|
Annual Committee Chair Cash Retainer
| •
| $20,000 for Audit Committee
| •
| May be deferred at director’s election under the Deferred Compensation Plan into DSUs
|
•
| $15,000 for Compensation Committee and Governance and Nominating Committee
|
Lead Independent Director Additional Annual Retainer
| •
| $72,500retainers are paid in cash
| •
| Cash portion may be deferred at director’s election under the Deferred Compensation Plan into DSUs
|
•
| $57,500 equity award target value
| •
| Equity portion split equally between DSUs and stock options that are fully vested upon grant
|
Broadridge Matching Gift Program (the “Matching Gift Program”)
| •
| Up to $10,000 per calendar year
| •
| The Company matches directors’ charitable contributions
cash. |
Cash CompensationCompensation. . Non-management directors received an annual retainer and meeting fees for each Board meeting and each committee meeting attended as a committee member. All retainers and meeting fees other than the Lead Independent Director’s additional retainer are paid in cash on a quarterly basis.
For compensation earned
Directors may participate in calendar year 2018, directors could electthe Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows them to defer their cash compensation under the Deferred Compensation Plan into a notional account in the form of phantom shares of Common Stock. The number of phantom shares awarded was determined by dividing the quarterly cash payment by the closing price of the Common Stock on the last day of the quarter. This election was made annually prior to the beginning of the calendar year in which the retainers and fees were earned and was irrevocable for the entire calendar year. Accounts reflect changes in value over time based on the change in the Common Stock price and are also credited with dividend equivalents in cash plus interest on a quarterly basis as dividends are declared by the Board. Participants receive distributions in cash following their departure from the Board in either a lump sum or installments for up to five years, as previously elected by the director.
18 Broadridge 2019 Proxy Statement
TABLE OF CONTENTS
The Deferred Compensation Plan was amended effective January 1, 2019, to provide for grants of DSUs that settle in shares of Common Stock for deferrals of cash compensation earned beginning in calendar year 2019.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 either a lump sum amount or in installments for up to five years, as previously elected by the director.
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Director Compensation | | | | |
Equity CompensationCompensation. . 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.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 PayPay.. 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 within these limits.below this limit.
Stock Ownership
GuidelinesGuidelines.. 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
Mr. Keller, Ms. Carter,
and Mr. Zavery,
Mr. Flowers, Ms. Nazareth, and Ms. Murray who joined the Board in
2015, 2017,
2019, 2021, 2021 and
2019,2022, respectively, and are making progress toward meeting the multiple.
Other
CompensationCompensation. . Non-management directors may participate in the Broadridge Matching Gift Program (the “Matching Gift Program”) up to a maximum Company contribution of $10,000 per calendar year.The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.
Broadridge 2019 Proxy Statement 19
TABLE OF CONTENTS
Director Compensation
| | Broadridge
2022 Proxy Statement |
| | Director Compensation | | | | |
The table below sets forth the compensation paid to our non-management directors in fiscal year
2019:Name | Fees Earned or
Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other
Compensation ($)(4) | Total ($) |
Leslie A. Brun | $ | 157,500 | | $ | 92,790 | | $ | 97,498 | | | — | | $ | 347,788 | |
Pamela L. Carter | $ | 110,750 | | $ | 67,738 | | $ | 71,117 | | $ | 10,000 | | $ | 259,605 | |
Robert N. Duelks | $ | 105,250 | | $ | 67,738 | | $ | 71,117 | | $ | 10,000 | | $ | 254,105 | |
Richard J. Haviland(5) | $ | 57,750 | | | — | | | — | | | — | | $ | 57,750 | |
Brett A. Keller | $ | 100,000 | | $ | 67,738 | | $ | 71,117 | | $ | 10,000 | | $ | 248,855 | |
Stuart R. Levine(6) | $ | 119,500 | | $ | 67,738 | | $ | 71,117 | | $ | 11,750 | | $ | 270,105 | |
Maura A. Markus | $ | 106,750 | | $ | 67,738 | | $ | 71,117 | | $ | 10,000 | | $ | 255,605 | |
Thomas J. Perna | $ | 104,500 | | $ | 67,738 | | $ | 71,117 | | | — | | $ | 243,355 | |
Alan J. Weber | $ | 121,750 | | $ | 67,738 | | $ | 71,117 | | $ | 10,000 | | $ | 270,605 | |
Amit K. Zavery(7) | $ | 21,250 | | | — | | | — | | | — | | $ | 21,250 | |
2022.
| | Leslie A. Brun | | | $162,500 | | | $112,277 | | | $114,320 | | | — | | | $389,097 | |
| | Pamela L. Carter | | | $128,000 | | | $83,905 | | | $85,432 | | | $10,000 | | | $307,337 | |
| | Robert N. Duelks | | | $123,000 | | | $83,905 | | | $85,432 | | | $10,000 | | | $302,337 | |
| | Melvin L. Flowers | | | $103,500 | | | $83,905 | | | $85,432 | | | $10,000 | | | $282,837 | |
| | Brett A. Keller | | | $111,750 | | | $83,905 | | | $85,432 | | | $10,000 | | | $291,087 | |
| | Maura A. Markus | | | $123,000 | | | $83,905 | | | $85,432 | | | $10,000 | | | $302,337 | |
| | Eileen K. Murray(5) | | | — | | | — | | | — | | | — | | | — | |
| | Annette L. Nazareth | | | $110,250 | | | $83,905 | | | $85,432 | | | $10,000 | | | $289,587 | |
| | Thomas J. Perna | | | $103,500 | | | $83,905 | | | $85,432 | | | $2,500 | | | $275,337 | |
| | Alan J. Weber(6) | | | $52,500 | | | — | | | — | | | — | | | $52,500 | |
| | Amit K. Zavery | | | $102,750 | | | $83,905 | | | $85,432 | | | $10,000 | | | $282,087 | |
| (1)
| Represents the amount of cash compensation payable for fiscal year 20192022 Board and committee service. Ms. MarkusSeveral directors deferred her fiscal year 20192022 cash compensation into grants of DSUs under the Deferred Compensation PlanPlan: 723 DSUs (Mr. Keller); 798 DSUs (Ms. Markus); 568 DSUs (Ms. Nazareth); 177 DSUs (Mr. Weber); and was credited with 466 phantom shares of Common Stock for amounts deferred in calendar year 2018 (prior to the plan’s amendment in January 2019), and 471662 DSUs for amounts deferred in calendar year 2019 (after the plan’s amendment)(Mr. Zavery). In addition, Mr. Weber deferred his calendar year 2019 cash compensation under the Deferred Compensation Plan and was credited with 537 DSUs. |
(2)
| (2) | Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 20192022 (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”718”). See Note 13,15, “Stock-Based Compensation” to the 2019consolidated financial statements included in our 2022 Form 10-K (the “2022 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, 20192022 is as follows: 22,02525,486 (Mr. Brun); 1,5163,327 (Ms. Carter); 15,25617,760 (Mr. Duelks); 4,437487 (Mr. Flowers); 6,395 (Mr. Keller); 15,256 (Mr. Levine); 9,32811,534 (Ms. Markus); 15,2560 (Ms. Murray); 487 (Ms. Nazareth); 17,760 (Mr. Perna); and 15,2560 (Mr. Weber); and 1,735 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 20192022 and exclude DSUs granted under the Deferred Compensation Plan. |
| (3)
| Represents the aggregate grant date fair value of option awards granted during fiscal year 20192022 computed in accordance with FASB ASC Topic 718. See Note 1315, “Stock-Based Compensation” to the 20192022 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, 2019,2022, all of which are exercisable, is as follows: 109,36361,136 (Mr. Brun); 6,90814,856 (Ms. Carter); 79,76742,690 (Mr. Duelks); 20,5192,360 (Mr. Flowers); 28,467 (Mr. Keller); 34,742 (Mr. Levine); 44,84431,849 (Ms. Markus); 79,7670 (Ms. Murray); 2,360 (Ms. Nazareth); 31,849 (Mr. Perna); and 79,7670 (Mr. Weber); and 7,948 (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. Amounts shown reflect total Company matching contributions in each fiscal year, and therefore may be greater than the calendar year maximum. |
(5)
| (5) | Due to an age limitation for electionMs. Murray was appointed to the Board in our Corporate Governance Principles, following the end of the fiscal year. |
(6)
| Mr. Haviland did not seek re-election to the Board andWeber retired from the Board effective as of the 2018 Annual Meeting.in November 2021. |
| (6) | Due to an age limitation for election to the Board in our Corporate Governance Principles, Mr. Levine will not stand for re-election and will retire from the Board effective as of the 2019 Annual Meeting.32 |
| (7) | Mr. Zavery was elected to the Board effective June 21, 2019. |
20 Broadridge 2019 Proxy Statement
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Director Compensation
Broadridge
2022 Proxy Statement | |
Additional Information About Fees Earned or Paid in Cash in | | Director Compensation | | | | |
Fiscal Year
2019The2023 Non-Management Director Compensation
For fiscal year 2023, the Compensation Committee approved the following table provides additional information regarding fees earned or paid in cashchanges to non-management director compensation:
Meeting fees paid to directors
in fiscal year 2019:Name | Annual
Retainers ($)(1) | Committee
Chair Fees ($)(2) | Meeting Fees ($) | Total ($) |
Leslie A. Brun | $ | 157,500 | | | — | | | — | | $ | 157,500 | |
Pamela L. Carter | $ | 85,000 | | $ | 10,000 | | $ | 15,750 | | $ | 110,750 | |
Robert N. Duelks | $ | 85,000 | | | — | | $ | 20,250 | | $ | 105,250 | |
Richard J. Haviland | $ | 42,500 | | $ | 10,000 | | $ | 5,250 | | $ | 57,750 | |
Brett A. Keller | $ | 85,000 | | | — | | $ | 15,000 | | $ | 100,000 | |
Stuart R. Levine | $ | 85,000 | | $ | 15,000 | | $ | 19,500 | | $ | 119,500 | |
Maura A. Markus | $ | 85,000 | | | — | | $ | 21,750 | | $ | 106,750 | |
Thomas J. Perna | $ | 85,000 | | | — | | $ | 19,500 | | $ | 104,500 | |
Alan J. Weber | $ | 85,000 | | $ | 15,000 | | $ | 21,750 | | $ | 121,750 | |
Amit K. Zavery | $ | 21,250 | | | — | | | — | | $ | 21,250 | |
Annual equity grant was increased by $10,000 to $180,000 (split evenly between DSUs and stock options)
(1)
| (1) | The annual cash retainer amounts for Mr. HavilandDSUs and Mr. Zavery were pro-rated based on the number of quarters they served on the Board during fiscal year 2019.stock options vest at grant. |
(2)
| (2)Lead Independent Director additional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options). |
(3)
| The Audit Committee Chair fees were pro-rated based on the number of quarters each Chair servedand Committee retainers are paid in the role.cash. |
Broadridge 2019 Proxy Statement 21
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| | Broadridge
2022 Proxy Statement |
The Board of DirectorsMeeting Attendance
Our Corporate Governance Principles provide that
the directors are expected to attend regular Board meetings,
in person and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
Our Board met five times during fiscal year 2022. Each of our
incumbent directors attended 100% of the meetings of the Board and of the committees on which they served during fiscal year
2019.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.
| 2022. | Leslie A.
Brun
| Pamela L.
Carter
| Richard J.
Daly
| Robert N.
Duelks
| Timothy C.
Gokey
| Brett A.
Keller
| Stuart R.
Levine
| Maura A.
Markus
| Thomas J.
Perna
| Alan J.
Weber
| Amit K.
Zavery
| Number of
2019
Meetings
|
Board
| LID
| •
| EC
| •
| •
| •
| •
| •
| •
| •
| •
| 5
|
Audit
| | C
| | •
| | •
| •
| •
| •
| FE
| | 6
|
Compensation
| | | | •
| | | | •
| | C
| | 5
|
Governance and
Nominating
| | •
| | | | | C
| | •
| | | 3
|
| EC | Executive Chairman of the Board |
| FE | Audit Committee Financial Expert |
| LID | Lead Independent Director |
Fiscal Year 2019 CEO Transition
On September 11, 2018, the Board of Directors appointed Timothy C. Gokey to succeed Richard J. Daly as our CEO. Also, on September 11, 2018, the Board appointed Mr. Daly to the role of Executive Chairman, after serving for approximately 12 years as our CEO, and Leslie A. Brun, as Lead Independent Director, after serving as Chairman of the Board since 2011. All appointments were effective on January 2, 2019.
These changes were the result of a long-planned succession process designed to ensure business continuity and for the Company to continue to benefit from Mr. Daly’s deep knowledge and passion for Broadridge’s business as the Company continues to grow and evolve.
In his role as Executive Chairman, Mr. Daly is an advisor to the CEO on important initiatives including regulatory matters, digital adoption and retail shareholder engagement.
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
conductedled 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.
In connection with the CEO transition, as described above, the Board appointed
Mr. Daly
to serveserves as our Executive Chairman.
The Board believes Mr. Daly’s service as Executive Chairman will enhance management continuity and provide a valuable resource for Mr. Gokey in his role as CEO.Given that Mr. Daly is not an independent director under applicable NYSE and SEC rules, the Board appointed Mr. Brun to serve as Lead Independent Director to continue the strong leadership of independent directors.
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The Board believes that this structure provides the Company and the Board with strong leadership, continuity of experience given Mr. Daly’s role, and appropriate independent oversight. The Board believes that having a Lead Independent Director vested with key duties and responsibilities and three independent Board committees chaired by independent directors provides a formal structure for strong independent oversight of the Executive Chairman and the Company’s management team.
The Executive ChairmanHe 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 important initiatives including regulatory matters, digital adoption and retail shareholder engagement.
The Lead Independent Director’s duties and responsibilities include:
Presiding at all meetings of the Board at which the Executive Chairman He 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
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 his or her availability for consultation and direct communication
Committees of the Board
Audit Committee
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. Weber qualifies as an audit committee financial expert as definedactively involved in the applicable SEC rules, and that all Audit Committee members are financially literate. Audit Committee members are prohibited from serving on more than three public company audit committees.
The Audit Committee has a charter under which its 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 statementsengagement with regulators, trade associations, and other financial information provided by the Company to its stockholdersindustry groups. He is also involved in retaining our clients and the publicgenerating new client relationships.
LEAD INDEPENDENT DIRECTOR
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 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.
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 |
| | 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 |
| | |
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Corporate Governance
Broadridge
2022 Proxy Statement | |
In connection with the Company’s risk oversight process, the Audit Committee reviews and discusses with management the Company’s major financial and certain major business risk exposures (including those related to cybersecurity and data privacy) and the steps management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies).
The Report
Committees of the
Audit Committee is included on page 78 of this Proxy Statement.Compensation Committee
Board
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. The Compensation Committee has a charter under which its responsibilities and authorities include:Reviewing the Company’s compensation strategy
Reviewing the performance of senior management
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
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 FW Cook as its independent compensation consultant to advise on matters related to our executive officers’ and directors’ compensation and general compensation programs. FW Cook assists the Compensation Committee by providing comparative market data on compensation practices and programs. FW Cook also provides guidance on industry best practices, the design of incentive plans and other indirect elements of our overall compensation program, the setting of performance goals, and the drafting of compensation- related disclosures. For further discussion of the roles of the Compensation Committee and FW Cook, see the section of this Proxy Statement entitled “Compensation Discussion and Analysis” beginning on page 40.
The Compensation Committee Report is included on page 62 of this Proxy Statement.
Governance and Nominating Committee
The Board has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards.
The Governance and Nominating Committee has a charter, under which its responsibilities and authorities include:
Identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees forthree standing committees, each of the Company’s annual meetingwhich is comprised solely of stockholders
Ensuring that theindependent directors and is led by an independent Chair: Audit Committee, Compensation Committee, and Governance and Nominating Committees have the benefit of qualified and experienced independent directorsCommittee.
| | Audit Committee | |
| | Number of Meetings in 2022: 7
Committee Chair: Pamela L. Carter | |
| | CURRENT MEMBERS: | | | PRIMARY RESPONSIBILITIES | |
| | Pamela L. Carter
Robert N. Duelks
Melvin L. Flowers (Financial Expert)
Brett A. Keller
Maura A. Markus
Eileen K. Murray (Financial Expert)
Annette L. Nazareth (Financial Expert)
Thomas J. Perna
Amit K. Zavery | | | The Audit Committee has a charter under which its 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 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. | |
| | Audit Committee members are prohibited from serving on more than three public company audit committees. | |
Developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company
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| | Broadridge
2022 Proxy Statement |
| | Compensation Committee | |
| | Number of Meetings in 2022: 6
Committee Chair: Maura A. Markus | |
| | CURRENT MEMBERS: | | | PRIMARY RESPONSIBILITIES | |
| | Brett A. Keller
Maura A. Markus
Annette L. Nazareth | | | The Compensation Committee has a charter under which its responsibilities and authorities include:
• Reviewing the Company’s compensation strategy
• Reviewing the performance of senior management
• 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 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 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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Broadridge
2022 Proxy Statement | |
| | Governance and Nominating Committee | |
| | Number of Meetings in 2022: 5
Committee Chair: Robert N. Duelks | |
| | CURRENT MEMBERS: | | | PRIMARY RESPONSIBILITIES | |
| | Pamela L. Carter
Robert N. Duelks
Eileen K. Murray
Thomas J. Perna | | | The Governance and Nominating Committee has a charter, under which its 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
• 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
• Oversee the Company’s governance practices and ethics program
• Together with the full Board, overseeing management with respect to the development and execution of the Company’s ESG strategy, policies and programs | |
| | INDEPENDENCE | |
| | The Board has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards. | |
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
2019.2022. In addition, at least once a year, our independent directors meet to review the Compensation Committee’s annual review of the CEO and Executive Chairman.
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Director Nomination Process
When seeking candidates as Board members, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management or stockholders. The 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 Secretary at 5 Dakota Drive, Lake Success, New York 11042 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. In addition, the Governance and Nominating Committee has authority under its charter to retain a search firm to assist the Company with identifying and evaluating Board candidates who have the backgrounds, 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 selects each nominee based on the nominee’s skills, achievements and experience. The Corporate Governance Principles provide that director nominees should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and be selected based upon contributions they can make.
The Governance and Nominating Committee considers a variety of factors in selecting candidates. The minimum characteristics that the Governance and Nominating Committee believes must be met include wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with established organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.
In making its selection of candidates to recommend for election, the Corporate Governance Principles provide that the Board seeks members from diverse professional, racial, cultural, ethnic and gender backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity. Exceptional candidates who do not meet all of these criteria may still be considered. The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is 8 to 12 directors.
In June 2019, the Board appointed Amit K. Zavery to fill the Board seat left vacant when Richard J. Haviland did not stand for re-election to the Board in 2018 due to an age limitation in our Corporate Governance Principles. Mr. Zavery was identified as a potential Board member by our Lead Independent Director, Mr. Brun. Mr. Zavery was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that he met the qualifications for Board service and that his extensive technology expertise would be a valuable addition to the Board. His appointment was recommended by the Governance and Nominating Committee to the full Board for its review and approval.
Proxy Access By-law
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 our Common Stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement. The number of stockholder-nominated candidates appearing in our annual meeting proxy statement cannot exceed 25% of the number of directors then serving on the Board.
For a description of the process for nominating directors, see page 81 of this Proxy Statement.
Broadridge 2019 Proxy Statement 25
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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 track progress in certain areas targeted for improvement from year to yearelicit feedback on an anonymous basis concerning how the Board and committees are meeting their responsibilities and to identify ways to enhance the Board’s and committees’ effectiveness. As part of the evaluation, each director completes a written questionnaire developed by the Governance and Nominating Committee to provide feedbackfocused both on the director’s view of procedural matters, whether each committee’s charter responsibilities have been met, and questions on the effectiveness of the Board and the committees on which they serve, as well as each individual director’s own contributions.including soliciting areas for recommended improvement. 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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| | Broadridge
2022 Proxy Statement |
The Board’s
Oversight Role
in Risk OversightThe Company’s management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk.
The responsibilities of the Board include oversight of the Company’s risk management processes. The Board has two primary methods of
overseeing risk.oversight. The first method is through the Company’s Enterprise Risk Management (“
ERM”) process
through which
allows for fullthe Board
oversight ofreceives regular reports regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees.
Enterprise Risk Management
established the ERM process to ensure a complete Company-wide approach to risk over five distinct but overlapping core areas:Strategic – the risks that could impede the Company from achieving its strategic vision and goalsProcess
Financial – the risks related to maintaining accurate financial statements, and timely and complete financial disclosures
Operational – the risks in the processes, people and technology the Company employs to achieve its strategy, normal business operations and cybersecurity
Compliance – the risks related to the Company’s legal and regulatory compliance requirements and violations of laws
Reputational – the risks that impact the Company’s reputation including failing to meet the expectations of its customers, investors, employees, regulators or the public
The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across each business unit and corporate function, 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 executive officers and senior executives of the Company including the Chief Financial Officer (the “CFO”), General Counsel, Senior Managing Director of Global Technology, Chief Information Officer, Chief Security Officer, and Chief Human Resources Officer. The Risk Committee communicates the results of its work directly to the CEO and the Board. The CEO, CFO, and General Counsel meet regularly to discuss specific risks and the Company’s risk management processes.
In addition, the Board and the Audit and Compensation Committees oversee specific areas of the Company’s risks as follows:
The full Board has oversight responsibility of Strategic, Operational, and Reputational risks
Executive officers and senior executives with specific subject matter expertise update the full Board on Strategic, Reputational and non-information technology Operational risks
The Senior Managing Director of Global Technology, Chief Information Officer, SVP Global Technology/Office of the Chief Information Officer, and Chief Security Officer update the full Board and the Audit Committee on information technology and cybersecurity Operational risks
The Audit Committee has oversight responsibility of Financial and Compliance risks (other than compensation program design risk)
The CFO, Chief Accounting Officer, and Treasurer update the Audit Committee on Financial risks
The CFO, Chief Accounting Officer, General Counsel, and other business and finance executives update the Audit Committee on Compliance risks
The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across each business unit and corporate function, 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 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 established the ERM process to ensure a complete Company-wide approach to risk over five distinct but overlapping core areas:
|
26 Broadridge 2019 Proxy Statement
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Corporate Governance
Broadridge
2022 Proxy Statement | |
The Compensation Committee has oversight responsibility of compensation program design risk
The Chief Human Resources Officer updates the Compensation Committee on compensation program design risk
In addition, the Cybersecurity Council, a subcommitteeRole of the RiskBoard and Committees
| | In addition to the ERM process, the Board oversees specific risks and activities and delegates oversight for certain areas and risks to each Committee based on their relevance to the subject matter of the Committee. | |
| | | |
| | | | | | | | | |
The Board’s Oversight of Cybersecurity Program Management provides
additional oversight of Broadridge’s cybersecurity risks. This Cybersecurity Council is comprised of senior executives representing a number of disciplines within the Company including the CFO. The Cybersecurity Council meets regularly, and reports on its
activities and the progress of its cybersecurity
and information security initiatives are regularly providedprogram to the Audit
Committee. In addition,Committee on a regular basis, including a quarterly 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 and the Company’s Cybersecurity Council
regularly provides
a summary ofupdates on its activities to the full Board.
The Chairs of the Audit and Compensation Committees may address risks directly with management, or, where appropriate, may elevate a risk for consideration by the full Board. The ERM process and the full Board and committee approach to risk management leverages the Board’s leadership structure to ensure that risk is overseen by the Board on both a Company-wide approach and through specific areas of competency.
The Board’s Oversight of Compensation ProgramsProgram
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. After this review and in consultation with FW Cook, theThe 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.
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| | Broadridge
2022 Proxy Statement |
The key design features in our compensation programsprogram 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 areis designed to encourage strategies and actions that are in Broadridge’s and its stockholders’ long-term best interests
Stock options and performance-based RSUsEquity 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 multiple year vesting periods of 2.5 to 4 years for equity compensation awards encourage executives to focus on sustained stock price appreciation
Incentive awards are determined based on a review of a variety of financial and non-financial indicators of performance, which diversifies the risk associated with any single performance measure
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
The Compensation Committee has the ability to use its discretion to score earned cash incentive awards based on a subjective evaluation of each individual’s performance against strategic and leadership objectives and other factors
Broadridge maintains a clawback policy that requires the reimbursement by an executive officer of cash or equity incentiveIncentive-based compensation earned by any executive officer in connection with a restatement of the Company’s financial statements dueexecutive officers is subject to material noncompliance with financial reporting requirements
recovery under Broadridge’s Clawback Policy
Broadridge maintains robust Officer Stock Ownership Guidelinesstock ownership guidelines and Stock Retentionretention and Holding Period Requirements providing the goal that executive officers accumulate shares of Common Stock rangingholding period requirements
Broadridge maintains a “double-trigger” Change in value from two times to six times their current annual base salary based on their roles
A Pre-ClearanceControl Severance Plan for Corporate Officers (the “CIC Plan”) and Insider Trading Policy is in place that requires pre-approval of any transactions in the Company’s securities and prohibits the hedging or pledging of our stock
| • | Broadridge maintains a Change in Control Severance Plan for Corporate Officers (the “CIC Plan”) and a non-change in controlan Officer Severance Plan (the “Officer Severance Plan”) in order to retain executives while ensuring that they make the best decisions for the Company |
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| ➤ | The CIC Plan is a “double-trigger” plan requiring both a change in control and qualifying termination in order to receive benefits |
| ➤ | The Officer Severance Plan provides benefits for an officer terminating without “cause” as defined by the plan, without the necessity of separate employment agreements |
The Board’sBoard's Role in Strategy 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.
Throughout the year and at almostAt every regular Board meeting, the Board receives informationis provided with in-depth reviews of the Company's core businesses and updates from managementrelated strategies and actively engages with senior leaders with respect to the Company’sCompany's progress against its strategic goals.
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.
The Board’sBoard's Role in Succession Planning, Human Capital Management, and Talent Management
The Board believes that succession planningDiversity, Equity and talent 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 reviews the Company’s executive talent management strategy which includes a discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior officer level. High potential leaders are given exposure and visibility to Board members through formal presentations, informal events and one-on-one meetings. As a result of this process, Mr. Gokey was appointed by the Board as our CEO, after serving in several leadership positions at the Company for over nine years.
More broadly, Inclusion
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 worksand Compensation Committee both work with management to provide oversight on a broad range of human capital management topics including culture, compensation, benefits, recruiting and development programs, retention and diversity, equity and inclusion.
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 of Directors and the Compensation Committee of the Board of Directors. 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
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Broadridge
2022 Proxy Statement | |
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 progress on our diversity, equity and inclusion initiatives and practices, including an annual update from our Chief Diversity Officer. The Compensation Committee’s oversight includes initiatives and programs that concern our culture, talent, recruitment, retention and associate engagement.
The Board’s Oversight of ESG
The Board and the Governance and Nominating Committee of our Board 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.
The Board’s Oversight of Covid-19 Impact
The Board has received frequent updates on the impact to the Company’s associates, operations and clients, and has reviewed with management the various measures taken to protect our associates’ health and maintain our services to our clients.
Director Attendance at Annual Meetings
Our directors are expected to attend the Company’s annual meeting of stockholders. All of our
incumbent directors who were members of our Board at the time attended the
20182021 Annual Meeting.
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 sending a letter to the Company’s Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042
or emailing our Secretary at CorporateSecretary@broadridge.com, and
should specifyspecifying 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
any letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.
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Corporate Governance Documents
Amended and Restated By-laws
Our By-laws were amended and restated by the Board in 2019 to enhance our corporate governance practices by:
Providing the ability for stockholders owning 20% of the voting power of the outstanding shares of Common Stock to call a special meeting
Requiring that directors, in an uncontested election, offer to resign from the Board if they do not receive a majority of the votes cast for election
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 the Corporate Governance Principles annually. In 2019, the Board amended the Corporate Governance Principles to enhance our corporate governance practices by providing that our Audit Committee members cannot serve on more than three public company audit committees.
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2022 Proxy Statement |
Code of Business Conduct and
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “
Code of Business Conduct”)
and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) whichthat applies to
among others,the Company's directors and associates, including the Company’s principal executive officer, principal financial officer and chief accounting officer. The Company will post on its website any amendment to the Code of Business Conduct
or the Code of Ethics and any waiver of the Code of Business Conduct
or the Code of Ethics granted to any of its directors or executive officers to the extent required by applicable 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
and Code of Ethics are available on our Investor Relations website at
www.broadridge-ir.com under the heading “Corporate Governance” broadridge-ir.com/governance/governance-documents or by writing to the
Company’sCompany's Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York
11042.11042 or emailing our Secretary at CorporateSecretary@broadridge.com.
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
General CounselChief 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
2019,2022, the Company did not engage in any related party transaction in which the amount involved exceeded $120,000.
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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. We expect that anyAny amendments to the Code of Business Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at www.broadridge-ir.com underbroadridge-ir.com/governance/governance-documents.
Compensation Committee Interlocks and Insider Participation None of the heading “Corporate Governance.”directors who is currently or who was a member of our Compensation Committee during fiscal year 2022, is either currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or served during fiscal year 2022, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
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2022 Proxy Statement | |
We believe that regular transparent communication with our stockholders is essential to our long-term success. Throughout the year, members of our managementCEO, CFO and Investor Relations team regularly engage with our stockholders to ensure that we are addressing their questions or concerns. We do this through the participation of our CEO, CFO and Head of Investor Relations at industry and investment community conferences, investor road shows, and analyst meetings bothover video calls, in our offices, and in the offices of current and potential institutional investors. We provide several ways forDiscussion 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 stockholders to communicate with us, including by email and telephone.investors is also an important focus at Broadridge. During fiscal year 2019, members2022, 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.
We took the following actions in response to our investor feedback:
Initiated the evaluation of a plan to reach net zero emissions by 2050
Enhanced our environmental disclosures by including a detailed environmental analysis in line with the requirements of the Task Force on Climate-Related Financial Disclosures in our 2022 Carbon Disclosure Project Report
Enhanced our ESG reporting to include additional metrics
Maintained the inclusion of DEI and client satisfaction goals in the officer cash incentive program
Appointed Eileen Murray to the Board, resulting in 33% female representation on the Board
Enhancing workforce demographic disclosure with the publication of our management team met with representatives of many of our top institutionalconsolidated U.S. Equal Employment Opportunity Commission (EEO-1) Report
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| | Broadridge
2022 Proxy Statement |
Additionally, in August 2022, Broadridge held its first-ever retail investor call, during which the Company’s fiscal year 2022 results and fiscal year 2023 outlook were reviewed, and retail stockholders were able to discuss our business strategy, financial performance, capital stewardship program, governance practices, executive compensation,ask questions live during the event, allowing for direct access and various other matters. engagement.
Management
sharesregularly communicates with the
full Board
any concerns raised byand relevant Board Committee regarding our
stockholders. In addition, our Lead Independent Director is available to meet with our major stockholders.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 canmay contact our Investor Relations team by calling 516-472-5129emailing broadridgeir@broadridge.com.
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’s 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 political candidate, political committee (other than for the administrative or solicitation expenses of the Broadridge PAC, as permitted by emailing broadridgeir@broadridge.com.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.
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2022 Proxy Statement | |
Corporate
Social Responsibilitysustainability is the foundation of how we operate our Company. We are committed to conducting our business based on responsible ESG practices. Our commitment to CSRsustainability is a core value driving our commitment to service. We believe there is a direct connection between employee engagement, client satisfaction and the creation of stockholder value.shareholder value—a concept known as the Service-Profit Chain. At Broadridge, we put this idea to work not only in our internal policies and processes but also in our communities, just as we do for our valued partners. We recognize that the stronger our commitments to sustainability practices are internally and in the communities around us, the more we are able to provide to the marketplace.
ESG Materiality Assessment(1)(2)
This year, we performed a materiality assessment to inform the Company’s ESG reporting and strategy. We solicited input from Company leaders regarding how ESG risks and opportunities could potentially affect the Company from the perspective of what is important to our key stakeholders as well as what is important to Broadridge as an enterprise. The assessment was completed during fiscal year 2022 and captures the ESG issues deemed to be important to the Company as of that time.
(1)
| Our ESG materiality assessment was designed to identify the most relevant, or material, issues from an ESG perspective, which is a broader standard than that used in our financial disclosures. The use of “material” when referring to ESG topics throughout this Proxy Statement is intended to flag the most important issues from our ESG assessment. It does not speak to the materiality of those issues to Broadridge as a whole. |
(2)
| Broadridge Greenhouse Gas Emissions results include feedback on questions on renewable energy, energy efficiency, air quality and water consumption. |
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| | Broadridge
2022 Proxy Statement |
Empowering our Associates
Diversity, Equity and Inclusion
As a leading provider of technology, communications, and data and analytics solutions to businesses around the world, Broadridge must have the ability to understand, embrace, and operate in a multicultural environment. Our goal is to ensure our associates at every level represent the diversity of the clients we serve and communities in which we work and that we provide a workplace that fosters a collaborative and supportive culture for our associates.
Broadridge recognizes that developing and maintaining diverse talent and having 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, in creating value for stockholders. We are dedicated to fostering a diverse, equitable, inclusive and healthy environment and committed to advancing DEI initiatives and values as part of our culture.
Our Executive Diversity Council, chaired by our President, meets quarterly and provides insight and recommendations on critical DEI-related opportunities and challenges. In addition, we support a number of associate-led employee resource groups (our Associate Networks), where associates with similar backgrounds and interests can find peer support, shape company culture, receive mentorship and sponsorship from senior members and develop their careers.
Our Chief Diversity Officer’s role is to implement a holistic DEI strategy and to partner with our business units to develop the resources and competencies needed to drive this strategy. Our Chief Diversity Officer is a member of the Executive Diversity Council and provides regular updates to our Chief Executive Officer and executive leadership team. In addition, our Chief Diversity Officer serves as an advisor on global initiatives, such as our Associate Networks, and our recruitment and retention efforts. We provide regular updates regarding our diversity efforts and performance to our Board.
Our commitment to developing a diverse workforce is also evidenced by the fact that every year the human capital goals of our CEO’s annual cash incentive award contain a component based on increasing executive diversity. In fiscal year 2022, Broadridge again had a component of compensation tied to diversity, equity and inclusion for each NEO and all executive leadership team members, and included a diversity, equity and inclusion goal in the bonuses of an additional 2,200 managers.
In addition to these efforts, Broadridge has joined The Board Challenge as a Charter Partner, a movement to accelerate the pace of change by working together, calling for action and sharing best practices to increase Black board membership. As an organization that already has three Black board members, Broadridge has pledged to support the goal of true and full representation on all boards of directors, and to support and encourage the broader corporate community to accelerate these important changes.
We also aim to do business with diverse suppliers, across gender, race, ethnicity, socio-economic background, sexual orientation, veteran and disability status, as well as mission-driven enterprises. We ensure that our procurement process remains transparent, objective and non-discriminatory in the selection of suppliers. Through quarterly business reviews with our primary suppliers, we encourage the use of minority-owned or women-owned business enterprises as their suppliers and sub-contractors.
In 2021, we launched our reverse mentoring program “You Belong at Broadridge.” The program supports associate engagement and increases a sense of belonging and inclusion by elevating the voices of our associates at all levels and backgrounds (including but not limited to different generations, race, gender, ability, and LGBTQ+) who serve in the role of mentor, while senior leaders are mentees.
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Associate Engagement and Development | | | Awards and Recognition |
At Broadridge, we believe that our associates are our greatest asset. We are proud to employ over 14,000 associates working in 21 countries around the globe. Our focus on long-term growth begins with the ability to attract and retain the most talented associates in our industry. We are dedicated to fostering a diverse, equitable, inclusive and healthy work environment and committed to advancing DEI initiatives and values as part of our culture. We regularly survey our associates to measure engagement and satisfaction and we hold ourselves accountable for those results. We have designed a flexible Connected Workplace model largely based on feedback received from associate surveys and focus groups. Insights from these efforts have informed the way Broadridge has supported associates during the global crisis and the way we are envisioning our workplace of the future, the Connected Workplace. In fiscal year 2022, our employee engagement score of 77% overall favorable rating remained consistent with our 2021 score in the annual Great Place to Work® survey, which was an 8% increase over the 2020 score. In addition, 80% of our associates stated that Broadridge is a “great place to work.” | | |
|
We strive to provide an environment that supports career enrichment and leadership development opportunities. Through our Broadridge University, we offer a comprehensive suite of online courses and virtual instructor-led training programs. Broadridge also has a tuition reimbursement program, and we support participation in external learning opportunities. In addition, Broadridge leaders belong to peer groups that meet eight times a year to explore timely leadership topics and share best practices for creating an inclusive and engaging workplace.
Health and Safety
We are committed to providing a safe workplace. We have developed extensive safety policies, standards, and procedures to which all associates are required to comply and all outside vendors and contractors are required to follow. Our policies are based on both U.S. Occupational Safety and Health Administration standards and site-specific guidelines to ensure that associates work in a safe and healthy environment. We also have full-time dedicated safety managers at certain locations to ensure protocol compliance and protection.
At our larger production facilities and certain other locations, we house on-site Wellness Centers staffed with physicians, nurse practitioners, and physician assistants who provide a wide variety of medical services at no cost to our associates. We provide care for acute illness and injuries, preventive care, and management of chronic diseases. Furthermore, we offer health webinars covering a wide variety of topics, including work-life balance.
Investing in
our CommunitiesWe strive to empower not only our associates but also members of our communities. At the heart of our CSRcommunity efforts is the Broadridge Foundation, which identifies meaningful ways to engage with our communities to make a local impact. Through the Broadridge Foundation, we direct resources to charitable causes and develop community-focused action plans with a special focus on access to quality education offor at-risk youth. These initiatives include partneringengaged through our partnership with the India-based MVMamidipudi Venkatarangaiya Foundation and Sri Vidhyas Centre include providing education to more than 2,000 children in India and providing financial support of boarding schools known as Residential Bridge Camps for children who have been subject to child labor. We have also supported Sri Vidhyas Centre in India, an institution wherelabor or are physically and mentally challenged children from all backgrounds can learn the skills needed to live a productive life. disabled.
We have also partnered with the SIFMA Foundation in their “Invest It Forward” campaign which promotes financial literacy to young adults, especially those in underserved communities. In addition, with our partner NPower, we provide STEM-related educational opportunities to young adults.adults and veterans.
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In addition, we
| | Broadridge
2022 Proxy Statement |
We enable our associates’ community service efforts by providing Broadridge associates with three paid days annually for volunteer service and through our Matching Gift Program, we match the charitable donations of Broadridge associates up to $3,000 per calendar
year.Culture, Inclusionyear and Diversity
up to $10,000 per calendar year for senior executives and directors.
Our commitment to maintaining a sustainable business and conducting our business with uncompromising honesty and integrity also extends to our partners. We set forth our standards of fair and ethical behavior for our vendors in our Vendor Code of Conduct. In addition, Broadridge is committed to promoting inclusioncombatting slavery and diversityhuman trafficking in its operations and pursues both top-downsupply chains. To that end, we have adopted a Human Rights Statement of Commitment to explain the steps we take to monitor and bottom-up approacheseliminate the use of or participation in slavery or human trafficking throughout our business.
Environmental Sustainability Policies and Practices
We are all stewards of the environment and at Broadridge, we take this responsibility seriously. We have built a culture based on improving the environment and engage enterprise-wide resources to advancing inclusion and diversityinstitute corporate programs that promote a sustainable environment through efficient business initiatives and values intoalternatives benefiting our culture. This commitmentclients, stakeholders and associates.
As we continue to face the threat of climate change, we are committed to reducing our environmental impact and helping our clients reduce theirs as well. One of our primary initiatives is reflectedreducing GHG emissions by driving digitization and reducing paper usage through decreased volume of physical mail. Broadridge has already eliminated approximately 86% of the paper communications sent on behalf of corporate issuers through digitization and other alternatives.
We operate daily with a perspective on diminishing our environmental impact through sustainable consumption and production in our employeesfacilities. We hold ourselves accountable at the highest environmental, safety, and protection standards. We disclose detailed information around GHG emissions and resource use at each of varying backgrounds workingour production facilities and provide annual Carbon Disclosure Project reports. We also operate in 18 countries. Broadridge recognizes that developingcompliance with all U.S. Environmental Protection Agency mandated environmental reporting requirements at all our production facilities. In addition, we have piloted a qualitative climate risk assessment and maintaining diverse talenthave disclosed certain climate-related risks and having people of all backgrounds, experiencesopportunities indexed to the Task Force on Climate-Related Financial Disclosures in our 2022 Carbon Disclosure Project Report.
Our Sustainability Report and
identities asinformation on our sustainability efforts are available on our website at broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of
Broadridge is a critical component to the Company’s continued growth and success, in providing award-winning service for our clients and, ultimately, in creating value for stockholders.this Proxy Statement.
30 Broadridge 2019 Proxy Statement
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Broadridge has adopted the Inclusiveness Pledge (the “Pledge”) which outlines the strategic principles that guide our commitment and actions to promote inclusion and diversity across the organization. The Pledge was adopted by our senior management team, and our CEO, Mr. Gokey, spearheads the Company’s efforts to uphold the principles of the Pledge. Broadridge also has an Executive Diversity Committee, which includes members of our senior management such as the Chief Human Resources Officer, CFO and Chief Sales and Marketing Officer, and an Inclusion Council. The Executive Diversity Committee and the Inclusion Council each meet quarterly and track the Company’s progress in promoting inclusion and diversity to ensure the Company delivers on such commitments.
Broadridge supports a number of associate-led networks where associates with similar backgrounds and interests can find peer support, shape Company policy and culture, receive mentorship from senior members, and develop their careers. Our networks include the following:
• The Women's Leadership Forum works to highlight and support the perspectives of women, advance the careers of female associates, and address existing barriers to achievement in the workplace
• B.Pride is a support network and career advancement group for lesbian, bisexual, gay, transgender, and allied Broadridge associates. The network works to foster a safe and inclusive work environment for all members while supporting initiatives surrounding education and awareness, community outreach, personal and professional development
• The MultiCultural Associate Network helps support and develop exceptional Broadridge associates representing a wide range of cultures, backgrounds and identities
In addition, all Broadridge leaders belong to peer groups that meet eight times a year to explore leadership development and share their personal leadership experiences, by discussing and recommending best practices for creating an inclusive and engaging workplace. We also provide educational opportunities such as formal classes, training programs, and events such as our Broadridge Cultural Week, which gives our associates an opportunity to learn about and build on the varying cultural and community norms of our colleagues and clients.2022 Proxy Statement
| Awards and Recognitions
|
|
Certified 2019
Great Place to Work®
(United States, Canada and India)
|
|
Winner 2015–2019
World’s Most Admired Companies,
#1 in Financial Data Services
FORTUNE® Magazine
World’s Most Admired Companies
|
|
Winner 2019
America’s Best Employers by State: New York FORBES® Magazine
|
|
Winner 2013–2019
Best Places to Work for LGBTQ Equality Perfect ScoreHuman Rights Campaign Foundation
|
|
Winner 2008–2019
Best Companies to Work for in New YorkNew York State Society for Human Resource Management
|
|
Winner 2019
BISA Diversity & Inclusion Award
Bank Insurance & Securities Association
|
|
Winner 2019
Veteran Partnership Award
PENCIL
|
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| | We believe that our associates are one of our most important resources. Based on this belief, we strive to provide an environment that supports career enrichment and leadership development opportunities. Through our Broadridge University, we offer a comprehensive suite of online courses and on-site training. Broadridge also has a tuition reimbursement program, and we support participation in external learning opportunities.
Broadridge is committed to combatting slavery and human trafficking in its operations and supply chains. To that end, we have adopted a Human Rights Statement of Commitment to explain the steps we take to monitor and eliminate the use of or participation in slavery or human trafficking throughout our business.
Broadridge is committed to conducting its business with uncompromising honesty and integrity. Our vendors play an important role in helping to reach our goals of high ethical standards and compliance with laws and regulations. To that end, Broadridge has adopted a Vendor Code of Conduct that reflects the minimum standards by which vendors are expected to conduct themselves in connection with providing goods and services to Broadridge. In addition, we have adopted a Supplier Diversity Program to identify, build relationships with, and purchase goods and services from certified diverse suppliers.
Environmental and Sustainability Policies and Practices
We engage enterprise-wide resources to institute corporate programs that promote a sustainable environment through efficient business initiatives and alternatives benefiting our clients, stakeholders and associates. Consistent with the need for corporations to thoughtfully engage with the world around them, we strive to continually reduce our environmental impact through the efforts of our Broadridge Environmental Committee (the “BEC”). We have adopted a Sustainability Policy to clearly define the measures Broadridge has taken, and will continue to take, to identify and act upon opportunities to minimize Broadridge’s environmental impact. Through the leadership of the BEC, Broadridge will continually review and implement initiatives to make positive changes in our operations.Executive Officers
| | | | |
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The following table sets forth information regarding individuals who serve as our executive officers.
Name
| Age
| Position
|
Timothy C. Gokey | | | 5861
| | | CEO and Director | |
| | Christopher J. Perry | | | 60 | | | President and CEO, Director | |
| | Richard J. Daly | | | 6669
| | | Executive Chairman | |
| | Christopher J. PerryRobert Schifellite
| | | 5764
| | | Corporate Senior Vice President, Global Sales, Marketing and Client SolutionsICS | |
Robert Schifellite
| 61
| Corporate Senior Vice President, Investor Communication Solutions
|
Adam D. Amsterdam
| 58
| Corporate Vice President and General Counsel
|
Thomas P. Carey | | | 4851
| | | Corporate Vice President, Global Technology and Operations (“GTO”) | |
| | Douglas R. DeSchutter | | | 4952
| | | Corporate Vice President, Customer Communications | |
| | Keir D. Gumbs | | | 48 | | | Corporate Vice President, Chief Legal Officer | |
| | Robert F. Kalenka | | | 5659
| | | Corporate Vice President, Investor Communication Solutions,ICS, Operations | |
Michael Liberatore
| 53
| Corporate Vice President, Investor Communication Solutions, Mutual Funds
|
Laura Matlin | | | 6063
| | | Corporate Vice President, Deputy General Counsel Chief Governance Officer and Chief Compliance Officer | |
| | Vijay MayadasEdmund L. Reese
| | | 4748
| | | Corporate Vice President, Global Fixed Income and AnalyticsChief Financial Officer | |
| | Michael S. TaeRichard J. Stingi
| | | 4358
| Corporate Vice President, Corporate Strategy
|
Julie R. Taylor
| 51
| Corporate Vice President, Chief Human Resources Officer |
James M. Young
| 48
| Corporate Vice President and CFO
|
Timothy C. Gokey is our President and CEO and a member of our Board. He was appointed as our CEO and elected to the Board effective January 2, 2019. Mr. Gokey’s biographical information is set forth in the “Proposal 1 – 1—Election of Directors” sectionon page 23 of this Proxy Statement.
Richard J. Daly is the Executive Chairman of our Board and is our former CEO. Mr. Daly’s biographical information is set forth in the “Proposal 1 – Election of Directors” section 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. He joinedSolutions since joining Broadridge in 2014 after more than 25 years of experienceuntil he was appointed to his current role in banking, brokerage2020. Prior to joining Broadridge, Mr. Perry held numerous roles at Thomson Reuters and financial information services. Most recently, heits 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 which includesand was responsible for overseeing Governance, Risk, Compliance, as well as Pricing Valuation and Reference Services. Over the previous 14 years, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial.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 Financial Services Institute, NPower, 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 20 of this Proxy Statement. Robert Schifellite
is our Corporate Senior Vice President, Investor Communication Solutions. HeICS, a title he has held since 2011. Mr. Schifellite is the President of our ICS business segment and is responsible for all aspects of that business. In addition to the bank, broker-dealerunit, which include Regulatory, Data Driven Fund Solutions, Issuer and corporate issuer solutions businesses within ICS, in fiscal year 2018, Mr. Schifellite assumed responsibility for the Mutual Fund and Retirement Solutions business, and in fiscal year 2019, he assumed responsibility for the Customer Communications business.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-dealerBank, Broker-Dealer and corporate issuer solutionsCorporate Issuer Solutions businesses of our ICS segment. In 2011, Mr. Schifellite’s title was changed from Corporate Vice President to Corporate Senior Vice PresidentSchifellite is on the Board of Broadridge.the JDRF – Long Island Chapter.Adam D. Amsterdam
Thomas P. Carey is our Corporate Vice President, and General Counsel. Mr. Amsterdam is responsible for all legal matters related to the Company. Prior to the spin-off, he served as Associate General Counsel and Staff Vice President of ADP since January 2006. Mr. Amsterdam joined ADP in 1991 as Corporate Counsel responsible for the Brokerage Services Group. In 1994, he was promoted to Senior Corporate Counsel of ADP. Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General Counsel of ADP.
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Thomas P. Carey is our Corporate Vice President, Global Technology and Operations.GTO. He is the President of our Global Technology and OperationsGTO 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 Global Technology and OperationsGTO segment.
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| | Broadridge
2022 Proxy Statement |
| | Our Executive Officers | | | | |
Douglas R. DeSchutter
is our Corporate Vice President, Customer Communications. Mr. DeSchutter is responsible for our Customer Communications business comprising both transactional print and digital solutions, as well as our overall digital strategy. Prior to his appointment to his current role in 2017, Mr. DeSchutter was responsible for our digital solutions business from 2015 to 2016, our U.S. regulatory communication services (proxy and prospectus) from 2012 to 2015, and our transactional reporting services business from 2009 to 2012, including print and electronic transaction reporting communications, document management, and new account processing solutions. Mr. DeSchutter was the Chief Strategy and Business Development Officer for Broadridge, 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. Mr. DeSchutter also serves as the Company’s representative on the board of directors of Inlet, LLC, a joint venture between Broadridge and Pitney Bowes.Robert F. Kalenka
Keir D. Gumbs is our Corporate Vice President Investor Communication Solutions,and Chief Legal Officer. He joined Broadridge in July 2021. Mr. Gumbs oversees our legal, compliance, and physical security teams, and will help lead Broadridge’s policy efforts. He joins Broadridge from Uber Technologies, Inc. (“Uber”), where he most recently served as Deputy General Counsel and Deputy Corporate Secretary. 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 (“Covington”) 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.
Robert F. Kalenka is our Corporate Vice President, ICS, Operations. 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.Michael Liberatore is our Corporate Vice President, Investor Communication Solutions, Mutual Funds. He is the President of the Mutual Fund and Retirement Solutions business within our ICS segment and is responsible for all aspects of that business. Prior to assuming this role in 2015, Mr. Liberatore was responsible for the finance functions of the Company’s two business segments, as well as its corporate financial planning and analysis function, and treasury operations. In 2014, Mr. Liberatore served as Broadridge’s Acting Principal Financial Officer during a six-month period prior to Mr. Young joining the Company. Previously, he served as the Chief Operating Officer of the Mutual Fund and Retirement Solutions business from 2011 to 2013, and was responsible for all operations of the business, including technology and financial results. Mr. Liberatore joined ADP’s Brokerage Services Group in 2004, as Assistant Controller of the ICS segment, and held several finance roles with increasing responsibility, including Chief Financial Officer of the ICS segment from 2008 to 2011.
Laura Matlin
is our Corporate Vice President, Deputy General Counsel Chief Governance Officer and Chief Compliance Officer. As Deputy General Counsel, she is responsible for the international legal department’s operationsteams and helpshelping set the department’s strategy. In her role as Chief Governance Officer, Ms. Matlin works closely with the Board and represents the Company’s leadership on corporate governance issues. In 2017, the role of Chief Compliance Officer, wasa role she added to her responsibilities.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.34 Broadridge 2019 Proxy Statement
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Vijay MayadasEdmund L. Reese is our Corporate Vice President Global Fixed Income and Analytics.Chief Financial Officer. He isjoined the Company in November 2020 from the American Express Company (“American Express”), where he most recently served as Senior Vice President and CFO of the Global Fixed Income division within ourConsumer 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 TechnologyLending, Travel and Operations business segment and is responsible for our pre-trade, post-trade and data and analytics initiatives. In addition, Mr. Mayadas leads our blockchain initiatives. From 2013 when he joined Broadridge, to 2016, Mr. Mayadas was the Senior Vice President, Corporate Strategy and M&A and was responsible for our strategy, acquisitions, partnerships and other growth-related activities within the organization.Global Business Services businesses. Prior to joining Broadridge,American Express, Mr. MayadasReese held a variety of roles in private equity, strategy consulting, and technology. He workedsenior finance positions at IFA, a private equity firm, from 2011 to 2013, and at the Boston Consulting Group, a global consulting firm, from 2005 to 2011. Earlier in his career he co-founded and sold a software company, and worked as a software engineer on fixed income trading platforms.
Michael S. Tae is our Corporate Vice President, Corporate Strategy. He joined Broadridge in 2017, and leads Broadridge’s corporate strategy function. He began his career in 1999 at McKinsey & Company, providing consulting services to clients in the financial services industry, before moving in 2004 to Merrill Lynch where he was investment banking Vice Presidentand Citigroup Smith Barney. Mr. Reese will join the Board of their Financial Institutions Group. From 2009 to 2012, Mr. Tae served as DirectorDirectors of Investments for the Troubled Asset Relief Program at the U.S. Department of Treasury. From 2012 to 2015, he served as a Director at Millstein & Co., a financial and strategic advisory services company. Most recently, from 2015 to 2017, Mr. Tae was the Senior Executive Vice President of Worldwide Services for MicroStrategy Incorporated.The Hartford in October 2022.
Julie R. Taylor
Richard J. Stingi is our Corporate Vice President, Chief Human Resources Officer. She joined BroadridgeHe was appointed our Chief Human Resources Officer in 2015, andFebruary 2021 after serving as Interim Chief Human Resources Officer from September 2020. He leads all aspects of human resourcesHuman Resources globally, including talent acquisition, organizational development, training, compensationsuccession planning, and benefits. Ms. Taylor has over 20 years of human resources experience, most recently as Chief Human Resources Officer at Pall Corporation, a global supplier of filtration, separations and purification products with more than 10,000 employees. She previously served as Vice President of Human Resources for U.S. Pharmaceuticals at Bristol-Myers Squibb, and in various human resources roles at General Electric Company, where she had a 13-year tenure, and at Merck & Co., Inc., where she began her career.James M. Young is our Corporate Vice President and CFO. Hetotal rewards. Mr. Stingi joined Broadridge in 2014 after serving2013 to be the lead HR Business Partner for our GTO business and Corporate Functions. He expanded those responsibilities in senior finance roles at Visa Inc. (“Visa”), a global payments technology company, where he worked from 2006 until 2014. Most recently, Mr. Young served as Senior Vice President, Finance2019 to lead improvement and was responsible for global financial planning and analysis for Visa’s businesses in North America, Latin America, Asia Pacific, Central Europe,transformation initiatives across the Middle East and Africa since 2013. Previously, he served as the Head of Corporate Finance, where he was responsible for Visa’s global controllership, tax and financial planning and analysis functions. Earlier, he held several finance roles with increasing responsibility including leading finance for Visa’s North America division from 2008 to 2010 and playing a lead role in Visa’s $19 billion initial public offering in 2008.Human Resources department. Prior to joining Visa,Broadridge, Mr. Young wasStingi spent 22 years at Goldman Sachs as a finance executive at early stage technology companies Arena Solutions and Grand Central Communications.Managing Director in their Human Capital Management Division.
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Broadridge
2022 Proxy Statement | |
| | Stock Ownership Information | | | | |
Security Ownership of
Common Stock by ManagementExecutive Officers and
Certain Beneficial OwnersDirectors 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 executive officer named in the Summary“Summary Compensation, table,” and (d) by all directors, director nominees, and executive officers as of July 31, 2019,2022, as a group.
The information set forth below is as of July 31, 2019 and is based upon information supplied or confirmed by the named individuals.
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 |
Adam D. Amsterdam | | 14,619 | | | * | |
Leslie A. Brun | | 139,545 | | | * | |
Pamela L. Carter | | 8,429 | | | * | |
Richard J. Daly(4) | | 484,033 | | | * | |
Robert N. Duelks | | 97,079 | | | * | |
Timothy C. Gokey | | 493,187 | | | * | |
Brett A. Keller | | 24,972 | | | * | |
Stuart R. Levine(5) | | 71,787 | | | * | |
Maura A. Markus | | 54,699 | | | * | |
Thomas J. Perna | | 100,079 | | | * | |
Christopher J. Perry | | 107,355 | | | * | |
Robert Schifellite | | 210,891 | | | * | |
Alan J. Weber | | 130,037 | | | * | |
James M. Young | | 138,155 | | | * | |
Amit K. Zavery | | — | | | * | |
All directors, director nominees, and executive officers as a group (23) | | 2,582,599 | | | 2.2 | % |
* Represents beneficial ownership of less than one percent of the issued and outstanding shares of our Common Stock.
| | Leslie A. Brun | | | 124,873 | | | * | |
| | Pamela L. Carter | | | 18,197 | | | * | |
| | Richard J. Daly(4) | | | 299,029 | | | * | |
| | Robert N. Duelks(5) | | | 84,429 | | | * | |
| | Melvin L. Flowers | | | 2,849 | | | * | |
| | Timothy C. Gokey | | | 528,853 | | | * | |
| | Keir D. Gumbs | | | 16,438 | | | * | |
| | Brett A. Keller | | | 36,888 | | | * | |
| | Maura A. Markus | | | 54,344 | | | * | |
| | Eileen K. Murray(6) | | | — | | | * | |
| | Annette L. Nazareth | | | 3,418 | | | * | |
| | Thomas J. Perna | | | 82,165 | | | * | |
| | Christopher J. Perry | | | 107,800 | | | * | |
| | Edmund L. Reese | | | 7,001 | | | * | |
| | Robert Schifellite | | | 197,308 | | | * | |
| | Amit K. Zavery | | | 11,995 | | | * | |
| | All directors, director nominees, and executive officers as a group (21) | | | 1,872,187 | | | 1.6% | |
*
| Represents beneficial ownership of less than one percent of the issued and outstanding shares of our Common Stock. |
(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, 2019.2022. 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: 109,36361,136 (Mr. Brun), 6,90814,856 (Ms. Carter), 219,953102,827 (Mr. Daly), 79,76742,690 (Mr. Duelks), 435,7132,360 (Mr. Flowers), 404,617 (Mr. Gokey), 20,5190 (Mr. Gumbs), 28,467 (Mr. Keller), 34,742 (Mr. Levine), 44,84431,849 (Ms. Markus), 79,7670 (Ms. Murray), 2,360 (Ms. Nazareth), 31,849 (Mr. Perna), 74,86745,166 (Mr. Perry), 132,4733,031 (Mr. Reese), 145,780 (Mr. Schifellite), 79,767and 7,948 (Mr. Weber), and 112,452 (Mr. Young), andZavery) (ii) 1,825,4161,150,464 shares subject to such options granted to all directors and executive officers as a group. |
| (3)
| Amounts provided for each director, other than Mr. DalyGokey and Mr. Gokey,Daly, include DSU awards which are fully vested upon grant, and will settle as shares of Common Stock upon the director’sdirector'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. |
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| | Broadridge
2022 Proxy Statement |
| | Stock Ownership Information | | | | |
(4)
| 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, 1,985 shares of Common Stock held by The KLD 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.children and grandchildren. Mr. Daly and his wife are co-trustees of these trusts. |
(5)
| (5) | Includes 1,1587,700 shares of Common Stock held inindirectly owned by Mr. Duelks and his wife through BOMAR II LLC, through the Stuart R. LevineRobert N. Duelks Revocable Trust a trustdated 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 (“GRATS”) in which Mr. Levine isDuelks and his wife act as Trustees. |
(6)
| Ms. Murray was appointed to the trustee.Board effective September 1, 2022. |
36 Broadridge 2019 Proxy Statement
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OwnershipFive Percent Owners of Common Stock by Management and Certain Beneficial Owners
The following table sets forth the amount of beneficial ownership of each beneficial owner of more than five percent of our Common Stock:
Beneficial Owner | Number of
Shares | Percentage of Shares
Beneficially Owned |
The Vanguard Group, Inc.(1) | | 14,513,426 | | | 12.43 | % |
BlackRock, Inc.(2) | | 9,623,811 | | | 8.2 | % |
Janus Henderson Group plc(3) | | 6,778,106 | | | 5.8 | % |
| | The Vanguard Group, Inc.(1) | | | 13,606,219 | | | 11.67% | |
| | BlackRock, Inc.(2) | | | 9,566,678 | | | 8.2% | |
(1)
| (1) | Based on information as of December 31, 20182021 contained in a Schedule 13G/A filed on February 11, 201910, 2022 by The Vanguard Group, Inc. (“Vanguard Group”),. Vanguard Group reported that it has beneficial ownership of 14,513,426 shares of Common Stock, which includes 107,280 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, as a result of its serving as investment manager of collective trust accounts, and 106,357 shares beneficially owned by Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, as a result of its serving as an investment manager of Australian investment offerings. Vanguard Group has sole voting power with respect to 143,384 shares of Common Stock, sole dispositive power with respect to 14,334,32613,126,997 shares of Common Stock, shared voting power with respect to 37,468195,241 shares of Common Stock and shared dispositive power with respect to 179,100479,222 shares of Common Stock. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(2)
| (2) | Based on information as of December 31, 20182021 contained in a Schedule 13G/A filed on February 4, 20193, 2022 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to 8,479,1238,340,435 shares of Common Stock and sole dispositive power with respect to 9,623,8119,566,678 shares of Common Stock. The address of BlackRock is 55 East 52nd52nd Street, New York, NY 10055. |
| | (3)Delinquent Section 16(a) Reports | Based on information as of December 31, 2018 contained in a Schedule 13G/A filed on February 12, 2019 by Janus Henderson Group PLC (“Janus”), Janus, together with its affiliated entities INTECH Investment Management LLC (“INTECH”), Janus Capital Management LLC (“Janus Capital”), Janus Capital International Limited (“JCIL”), Perkins Investment Management LLC, Geneva Capital Management LLC (“Geneva”), Henderson Global Investors Limited (“HGIL”), and Janus Henderson Global Investors Australia Institutional Funds Management Limited, reported beneficial ownership of 6,778,106 shares of Common Stock, which includes 1,355,337 shares beneficially owned by INTECH, a majority-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser, 4,819,293 shares beneficially owned by Janus Capital, a wholly-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser, 506,082 shares beneficially owned by Geneva, a wholly-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser, 24,491 shares beneficially owned by HGIL, a wholly-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser, and 72,903 shares beneficially owned by JCIL, a wholly-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser. Janus has shared voting and dispositive power with respect to 6,778,106 shares of Common Stock. The address of Janus is 201 Bishopsgate EC2M 3AE, United Kingdom. | | | |
Broadridge 2019 Proxy Statement 37
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Proposal 2 — Advisory Vote to Approve the 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 14A16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this proposal providesrequires the Company’s stockholdersexecutive officers, directors and persons who own more than 10% of our Common Stock to file initial reports of ownership and changes in ownership with an opportunitythe SEC. To the Company’s knowledge, with respect to cast an advisory votethe fiscal year ended June 30, 2022, all applicable filings were timely made, except that Douglas DeSchutter and Edmund Reese each inadvertently failed to file one Form 4. Mr. DeSchutter failed to file a Form 4 reflecting the acquisition of 11 shares that had been acquired by his broker without his knowledge on the compensationFebruary 25, 2020. He subsequently filed a Form 4 reflecting this transaction when he became aware of the Named Executive Officers, as disclosed pursuanttransaction on December 7, 2021. Mr. Reese failed to file a Form 4 reflecting the SEC’s compensation disclosure rulesacquisition of approximately six shares through dividend reinvestment on April 4, 2021, due to a vendor error in this Proxy Statement.
At the 2018 Annual Meeting, approximately 95%setting up his equity plan account. The Form 4 reflecting these shares was filed on August 16, 2022 when he became aware 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.transaction.
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| | 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 Exchange Act, this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote on the compensation of the Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement. | |
| | At the 2021 Annual Meeting, 93% 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 55 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 2022. | |
| • | Pay for Performance. The mix of compensation elements for the Named Executive Officers, 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 2022, approximately 91% of the target TDC of our CEO, Mr. Gokey, and approximately 80% of the target TDC of our other Named Executive Officers (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 2022, including 16% Recurring fee revenue growth, 14% Non-GAAP Adjusted EPS growth, and another year of record Closed sales results. For an explanation of our use of Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures” on page
40105 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 2019.Pay for Performance. The mix of compensation elements for the Named Executive Officers, 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 stockholder value are held most accountable for results. For 2019, approximately 85% of the target TDC of our current CEO, Mr. Gokey, approximately 90% of the target TDC of Mr. Daly in his former role as CEO, and approximately 77% of the target TDC of our other Named Executive Officers (on average), is at risk and tied primarily to the growth and profitability of the Company.Statement.
As discussed in the 2019 Financial Performance Highlights section beginning on page 41 of this Proxy Statement, in fiscal year 2019, we reported strong financial performance including record closed sales results.
In addition, at the request of the Compensation Committee, during fiscal year 2019, FW Cook conducted a peer group review of the alignment between the Company’s performance and actual or realizable pay outcomes over Broadridge’s most recently completed one- and three-fiscal year periods for the Named Executive Officers. The analysis indicated alignment of pay and performance at Broadridge over the periods analyzed and did not identify material weakness in the design of the Company’s executive compensation program or the competitiveness of the officers’ target TDC levels.
In line with the Company’s strong overall financial performance in fiscal year 2019,2022, the annual cash incentive payments for the Named Executive Officers ranged from 111%115% to 120%127% of their targets. In addition, because of our strong EPS performance in fiscal years 20182021 and 2019,2022, performance-based RSU awards for the performance period ended in fiscal year 2022 were earned at 120%140% of their target amounts.
Based on these factors, the Compensation Committee concluded that fiscal year 20192022 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong.strong.
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| | Broadridge
2022 Proxy Statement |
| | Proposal 2—Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote) | | | | |
Pay Targeted at MedianMedian. . Our goal is to position total target compensation at the median of the external market for the Named Executive Officers. On an individual basis, target compensation for each Named Executive Officer may be set above or below median based on a variety of factors including time in position, sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the target level based on the degree to which specific performance goals are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.
Risk Mitigation and Corporate Governance Policies and PracticesPractices. . The Company 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. Our Clawback Policy enables the Company to recover incentive-based compensation if an executive officer engages in intentional misconduct irrespective of whether there has been a financial restatement. 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 are reasonably likely to have a material adverse effect on the Company.
38 Broadridge 2019 Proxy Statement
Stockholder Engagement.
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Proposal 2 — Advisory Vote to Approve the CompensationWe engaged with many of our Named
Executive Officers (the Saylargest institutional investors on Pay Vote)
ESG and corporate governance topics. Some of the feedback we received was to continue our focus on DEI initiatives such as the inclusion of DEI goals in our incentive compensation plans, and to review the design of our performance-based compensation. In response, we maintained DEI goals in the Officer Bonus Plan, included DEI goals in the incentive compensation of additional managers and we plan to continue to evaluate our performance-based compensation structure.
The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our Named Executive Officers. This vote is advisory and will not be binding on the Company. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our Named Executive Officers.
We request that stockholders approve, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement.
The affirmative vote of a majority of votes cast at the
20192022 Annual Meeting, in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting is required for advisory approval of the proposal, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
Recommendation of the Board of Directors
The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers as Disclosed in this Proxy Statement
| | The Board of Directors Recommends a Vote FOR the Approval of the Compensation of our Named Executive Officers as Disclosed in this Proxy Statement | |
Broadridge 2019 Proxy Statement 39
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
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 Named Executive Officers listed
on the Summary Compensation tablein “Summary Compensation” on page
6377.
Philosophy and Objectives of our Executive Compensation Program
The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our stockholders. Our objective is to recruit and retain top caliber executive officers and other key employees to deliver sustained high performance to our stockholders.
Within this framework, we observe the following principles:
TABLE OF CONTENTS
| | TitleBroadridge
2022 Proxy Statement |
Timothy C. Gokey
| President and CEO
|
Richard J. Daly
| Executive ChairmanCompensation | | | | |
Select Performance Highlights Fiscal year 2022 was another year of strong financial performance for Broadridge, including 16% Recurring fee revenue growth, 14% Non-GAAP Adjusted EPS growth, and we marked the eleventh consecutive year of record Closed sales results.
(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 105 of this Proxy Statement. |
(2)
| Our performance-based compensation metrics include Non-GAAP financial measures that are further adjusted as set forth in the Board, Former CEO2018 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 106 of this Proxy Statement. The Company's Officer Bonus Plan was based solely on EPS growth in fiscal year 2021 in response to the Covid-19 pandemic. |
(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 the 2022 Form 10-K. |
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
2022 Compensation Highlights | | Pay for Performance | | | • The Compensation Committee concluded that there was strong correlation between actual pay and performance for fiscal year 2022.
• Broadridge demonstrated another year of solid growth in fiscal year 2022, which supported above-target attainments through the Officer Bonus Plan and long-term equity incentive plan. | |
| | James M. Young• Our Named Executive Officers’ actual TDC for fiscal year 2022 reflects the Company’s strong overall financial performance.
• The annual cash incentive payments for the Named Executive Officers were above their targets as a result of over-achieving the target financial goals.
• Performance-based RSU awards for the performance period ended in fiscal year 2022 were earned at 140% of target, reflecting average fiscal years 2021 and 2022 Compensation Adjusted EPS performance that exceeded our target goals. | Corporate Vice President and CFO
|
| | Christopher J. PerryBalanced Incentive Metrics Supporting our Strategy
| | | Corporate Senior Vice President, Global Sales, Marketing• The performance metrics utilized in the Company’s Officer Bonus Plan and Client Solutions
|
Robert Schifellite
| Corporate Senior Vice President, Investor Communication Solutions
|
Adam D. Amsterdam
| Corporate Vice Presidentlong-term equity incentive plan align with Broadridge’s operating plan and General Counselthe goal of creating shareholder value.
|
• Strong engagement and leadership displayed by our Named Executive Summary |
|
Philosophy and Objectives of our Executive Compensation Program
|
|
The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our stockholders. Our objective is to recruit and retain top caliber executive officers and other key employees to deliver sustained high performance to our stockholders.
|
|
Within this framework, we observe the following principles:
|
|
•
| Hire and motivate talented executive officers: Base salaries and target incentive compensation opportunities are designed to be market competitive to attract, engage and retain executives who will help ensure our future success. In addition, our 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 overall corporate governance.
|
|
•
| Pay for performance: Our program is designed to provideOfficers drives a clear line of sight and connection between compensationto 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.
| |
| | • We design our rewards and performance both individualgoals so executives see alignment between their goals and organizational. A significant portion of each executive’s pay varies based on organizational, individual and, where appropriate, divisional performance.
the Company’s goals. | |
| | • We believe that aligning our executives’ incentives with Broadridge’s strategic goals is critical to attain long-term strategic success. | |
| | •Performance Emphasis in Pay Mix
| | | Align compensation with stockholder value: We align the interests• 91% of our executives with stockholders by ensuring that their compensation is heavily weighted towards variable, performance-based compensation. We use a combination of short-term and long-term incentives to motivate our executives to meetCEO’s target TDC for fiscal year 2022 was performance goals in a manner that supports our longer-term strategic objectives, with a significant portionbased.
• 80% of our executives’ compensation opportunity linkedremaining NEOs’ target TDC for fiscal year 2022 was performance based. | |
| | Diversity, Equity and Inclusion Component of Officer Bonus | | | 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 Common Stock.continued growth and success in providing award-winning service for our clients and, ultimately, in creating value for stockholders. In fiscal year 2022, Broadridge again had a component of compensation tied to DEI for each NEO and all executive leadership team members, and included a DEI goal in the bonuses of an additional 2,200 managers. | |
| |
New Senior Executive Talent | | | ➤ Our annual cash incentive program is designedMr. Gumbs joined Broadridge as our Chief Legal Officer in July 2021. In consultation with FW Cook, the Committee established Mr. Gumbs’ compensation package, considering compensation data for comparable positions at other companies, and the need to reward annual performance as measured by achievement against pre-set annual financial and operating goals that are closely aligned to our operating plan.
|
|
| ➤ Our long-term equityprovide partial make-whole compensation for incentive compensation program is designed to align executive officer financial interests with those of stockholdersforfeited upon his departure from his former employer and to help improve our long-term profitability and stability throughmitigate the attraction and retentionrisk of superior talent.a counteroffer from his former employer.
| |
40 Broadridge 2019 Proxy Statement
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
CD&A Roadmap
Our Compensation Discussion and Analysis is presented as follows:
1.
| Elements of Our Executive Compensation Program provides an overview of our executive compensation practices, programs and processes, as well as our key principles. |
2.
| 2022 Compensation Design and Determination explains executive compensation decisions made for fiscal year 2022. |
3.
| Roles and Processes for Executive Compensation Decision-Making discusses the roles of the Compensation Committee, their compensation consultant, and management, as well as peer group formation. |
4.
| Compensation Governance discusses the Company’s stock ownership and retention and holding periods, Clawback Policy, insider trading policy, prohibition on hedging and pledging, the use of employment agreements and offer letters and Section 162(m). |
5.
| Additional Benefits discusses the Company’s retirement plans, benefits, perquisites and severance plans. |
1. Elements of Our Executive Compensation Program The componentsoverall objectives of our executive compensation programprograms are outlined below: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.
| | Annual Cash Incentive
(Page 51) | Performance-Based
RSUs
(Page 55) | |
Who receives
| All Named Executive Officers
|
Form of delivery
| Cash
| Equity
|
Performance period
| Ongoing
| One year
| Two years, plus additional vesting period (total 30-month vesting period)
| Four-year vesting period
|
Performance measures
| N/A
| •
| Three financial measures for corporate officers plus three financial measures for divisional officers
| Compensation Adjusted EPS
| Stock price appreciation
|
•
| Client satisfaction goals
|
•
| Individual strategic and leadership goals
|
Link to Compensation and Business Objectives
| Attract and retain executive talent
| Focus executive officers on achieving targeted annual financial and operating results
| Focus executive officers on EPS growth, which drives long-term value to stockholders
| Align executive officers with stockholders through mutually beneficial interest in driving stock price appreciation58
|
We also provide additional benefits, including retirement plans and modest perquisites, as described beginning on page 57.
2019 Financial Performance Highlights
In fiscal year 2019, we achieved another year of strong financial performance. Our strong financial results enabled the Company to generate total shareholder return of 13% for the one-year period ended June 30, 2019, and total shareholder return of 27% for the three-year period ended June 30, 2019, resulting in performance within the top quartile of companies in the S&P 500 over the three-year period. Our total return is calculated as the annualized rate of return reflecting our Common Stock price appreciation plus the reinvestment of dividends and the compounding effect of dividends paid on reinvested dividends.
We continued to return capital to our stockholders through share repurchases and increased levels of dividends, while also investing in our business through acquisitions.
Disciplined stewardship of our capital remains a key focus for Broadridge, and we continued to pursue a balanced, long-term approach this year. We generated free cash flow of $544 million in fiscal year 2019, and we utilized this cash to invest in our growth and return capital to our stockholders while maintaining our leverage at targeted levels.
During the fiscal year, we repurchased three million shares for a total amount of $367 million, net of proceeds from the exercise of stock options. In total, in fiscal year 2019, we returned $578 million to stockholders in the form of dividends and share repurchases.
The Board increased the annual dividend amount declared by 33% during fiscal year 2019. Also, in August 2019, the Board increased our annual dividend amount for fiscal year 2020 by 11% to $2.16 per share, subject to the discretion of the Board to declare quarterly dividends. With this increase, our annual dividend has increased for the 13th consecutive year since becoming a public company, and the eighth consecutive year of a double-digit increase.
Broadridge 2019 Proxy Statement 41
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
2. 2022 Compensation Design and Determination
Key Program Design Components
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.
42 Broadridge 2019 Proxy Statement
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Acquisitions are an important part
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
The following graphics illustrate the predominance of
our strategy. We invested a total of $398 million on three acquisitions in fiscal year 2019 that will further strengthenvariable and
grow our capabilities, particularlyperformance-based compensation in our
wealth management business. In May 2019, we acquired Rockall Technologies Limited, a market leading provider of securities-based lending (“SBL”) and collateral management solutions for wealth management firms and commercial banks. The acquisition expands our core front- to back-office wealth capabilities, providing innovative SBL and collateral management technology solutions to help firms manage risk and optimize clients’ securities lending and financing needs.In June 2019, we acquired RPM Technologies (“RPM”), a leading Canadian provider of enterprise wealth management software solutions. This acquisition brings important new capabilities and next-generation technology to our clients. RPM’s technology platforms buildNEO compensation. Details on our Canadian wealth management business, providing a solution set for the retail banking sector with enhanced mutual fund and deposit manufacturing capabilities.
In June 2019, we acquired the retirement plan custody and trust assets from TD Ameritrade Trust Company, a subsidiary of TD Ameritrade Holding Company. The acquisition expands our suite of solutions for the growing qualified and non-qualified retirement plan services market and the support it provides for third-party administrators, financial advisors, record-keepers, banks, and brokers.
2019 Compensation Highlights
Our goal is to position the total target compensation for the Named Executive Officers at the median of the external market. On an individual basis, target compensation for executive officers including our Named Executive Officers, is set above or below the median based on a variety of factors including time in position, sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the target level based on the degree to which specific performance goalseach component are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.
The performance metrics utilized in the Company’s short-term and long-term incentive plans align with Broadridge’s operating plan and stockholder value. Strong engagement and leadership displayed by our Named Executive Officers drives a clear line of sight to these metrics across the Company.
Line of sight is the degree to which an employee can directly see how his or her contributions influence the performance measures being evaluated.
We design our rewards and performance goals so executives see a common line of sight between their goals and the organization’s goals.
We believe that aligning executives with Broadridge’s strategic goals is critical to attain strategic success.
As a direct result of this alignment, Broadridge demonstrated another year of solid growth in fiscal year 2019, which supported the payouts under the short-term and long-term incentive plans. Fiscal year 2019 TDC for the Named Executive Officers reflects the Company’s strong overall performancefurther described in this fiscal year. The annual cash incentive payments for the Named Executive Officers were above their targets. In addition, performance-based RSU awards for the performance period ended in fiscal year 2019 were earned at 120% of their target amounts, reflecting average fiscal years 2018 and 2019 Compensation Adjusted EPS performance that exceeded our target performance goals.
In summary, the Compensation Committee concluded that there was strong correlation between actual pay and performance for fiscal year 2019.
Compensation Objectives and Fiscal Year 2019 Compensation Actions
section.
CEO Transition Pay DecisionsIn connection with the CEO transition, in November 2018, the Board approved several changes to the fiscal years 2019 and 2020 compensation of Mr. Gokey and Mr. Daly to reflect their new roles.
Mr. Gokey’s compensation was increased upon his promotion to the role of CEO effective on January 2, 2019. In determining Mr. Gokey’s pay changes, the Board took numerous factors into consideration, including Mr. Gokey’s
Broadridge 2019 Proxy Statement 43
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over nine years of performance in senior leadership roles at Broadridge, his role as a newly-appointed CEO, and the target compensation of CEOs of our Peer Group (as defined below).
Base Salary: Mr. Gokey’s base salary increased from $700,000 to $875,000.
Annual Cash Incentive: Mr. Gokey’s fiscal year 2019 cash incentive award target increased from 130% to 150% of his base salary. Because the transition occurred in the middle of the fiscal year, Mr. Gokey’s fiscal year 2019 cash incentive award was pro-rated for the portion of the year that he served as COO and the portion he served as CEO and was based on his annual base salary rate as of June 30, 2019.
Equity Incentive: Due to his change in role in the middle of fiscal year 2019, Mr. Gokey’s annual performance-based RSU award was granted in October 2018 at his COO target award level of $1,300,000. In November 2018 in connection with his promotion, he received a one-time performance- based RSU grant with a target value of $806,250, and his annual stock option award granted in February 2019 was at the increased target value of $2,375,000 approved by the Board in connection with his promotion. Mr. Gokey’s annual equity incentive target was increased to $6,100,000 for fiscal year 2020 to reflect his new role as CEO.
Mr. Daly’s compensation was also evaluated and modified as part of the transition.
Base Salary: Mr. Daly’s base salary decreased from $975,000 to $750,000.
Annual Cash Incentive: Mr. Daly’s fiscal year 2019 cash incentive target decreased from 165% to 125% of his base salary in connection with his change of role to Executive Chairman effective on January 2, 2019. Because the transition occurred in the middle of the fiscal year, Mr. Daly’s fiscal year 2019 cash incentive target was pro-rated for the portion of the year he served as CEO and the portion he served as Executive Chairman and was based on his annual base salary rate as of June 30, 2019.
Equity Incentive: Due to Mr. Daly’s role in ensuring a smooth transition, the Board determined that his annual equity incentive target would remain unchanged in fiscal year 2019. Mr. Daly’s annual equity incentive target was decreased from $7,000,000 to $2,812,500 for fiscal year 2020 to reflect his new role as Executive Chairman.
Additional Compensation Actions
Compensation Component
| 2019 Compensation Actions
|
Base Salary
| •
| Base salary increases approved for fiscal year 2019 in September 2018 to the Named Executive Officers, averaging 5.5%
|
Annual Cash Incentive Compensation
| •
| Annual cash incentive targets and performance goals were established early in the fiscal year
|
•
| The Executive Officer Annual Incentive Compensation Plan (the “Officer Bonus Plan”) was approved by the Board upon the recommendation of the Compensation Committee
|
•
| Payments for the Named Executive Officers ranged from 111% to 120% of their targets based on achievement of financial, client satisfaction and strategic and leadership goals
|
Long-Term Equity
Incentive Compensation
| •
| Performance-based RSUs granted in October 2017 were earned at 120% of target, based on fiscal years 2018 and 2019 Compensation Adjusted EPS performance. These awards will vest in April 2020 subject to continued employment
|
•
| Performance-based RSUs were granted in October 2018. Achievement will be based on fiscal years 2019 and 2020 Compensation Adjusted EPS performance
|
•
| Stock options were granted in February 2019
|
44 Broadridge 2019 Proxy Statement
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Summaries of Target Compensation for Named Executive Officers
Summaries of the fiscal years 2019 and 2020 target TDC of the CEO and Executive Chairman reflecting the CEO transition, and the fiscal year 2019 target TDC of the other NEOs, as approved by the Compensation Committee, are set forth in the tables below. The compensation presented in these tables differs from the compensation presented in the Summary Compensation table, which can be found on page 63 of this Proxy Statement and is not a substitute for such information.
Fiscal Years 2019 and 2020 CEO and Executive Chairman Target TDC
| | Base Salary
| Annual Cash Incentive
| Annual Equity Incentive
|
Name
| Year
| Annual
Value
| Fixed
Cash
as % of
Target
TDC
| Cash
Incentive
Target as
% of Base
| Target
Value
| Cash
Incentive
Target
as % of
Target
TDC
| Target
Value
| Equity
as % of
Target
TDC
| Target TDC
|
Timothy C. Gokey | | FY20 | | $ | 900,000 | | | 11% | | | 150% | | $ | 1,350,000 | | | 16% | | $ | 6,100,000 | | | 73% | | $ | 8,350,000 | |
| | FY19 | (1) | $ | 875,000 | | | 15% | | | 140% | | $ | 1,225,000 | | | 21% | | $ | 3,675,000 | | | 64% | | $ | 5,775,000 | |
Richard J. Daly | | FY20 | | $ | 750,000 | | | 17% | | | 125% | | $ | 937,500 | | | 21% | | $ | 2,812,500 | | | 63% | | $ | 4,500,000 | |
| | FY19 | (2) | $ | 750,000 | | | 8% | | | 145% | | $ | 1,087,500 | | | 12% | | $ | 7,000,000 | | | 79% | | $ | 8,837,500 | |
| (1) | Mr. Gokey’s compensation was increased upon his promotion to the role of CEO effective on January 2, 2019. The fiscal year 2019 salary above is his annual base salary rate as of June 30, 2019. His fiscal year 2019 cash incentive award was pro-rated based on the portion of the year that he served as COO and the portion he served as CEO. Due to his change in role in the middle of fiscal year 2019, Mr. Gokey’s annual performance-based RSU award was granted in October 2018 at his COO target award level and his annual stock option award was granted in February 2019 at his CEO target award level. He also received a one-time performance-based RSU grant with a target value of $806,250 in November 2018 in connection with his promotion that is not included in the table above. |
| (2) | Mr. Daly’s base salary and cash incentive target compensation were decreased upon his change of role to Executive Chairman effective on January 2, 2019. The fiscal year 2019 salary above is his annual base salary rate as of June 30, 2019. His fiscal year 2019 cash incentive target was pro-rated based on the portion of the year he served as CEO and the portion he served as Executive Chairman. |
Fiscal Year 2019 Other NEO Target TDC
| Base Salary
| Annual Cash Incentive
| Annual Equity Incentive
|
Name
| Annual
Value
| Fixed Cash
as %
of Target
TDC
| Cash
Incentive
Target as %
of Base
| Target
Value
| Cash
Incentive
Target
as % of
Target TDC
| Target
Value
| Equity as
% of
Target
TDC
| Target TDC
|
James M. Young | $ | 590,892 | | | 19% | | | 90% | | $ | 531,803 | | | 17% | | $ | 1,950,000 | | | 63% | | $ | 3,072,695 | |
Christopher J. Perry(1) | $ | 619,030 | | | 26% | | | 140% | | $ | 866,642 | | | 36% | | $ | 890,000 | | | 37% | | $ | 2,375,672 | |
Robert Schifellite | $ | 612,670 | | | 23% | | | 115% | | $ | 704,570 | | | 27% | | $ | 1,333,000 | | | 50% | | $ | 2,650,240 | |
Adam D. Amsterdam | $ | 493,985 | | | 26% | | | 80% | | $ | 395,188 | | | 21% | | $ | 981,000 | | | 52% | | $ | 1,870,173 | |
| (1) | In addition to the annual performance-based RSU grant in October 2018, Mr. Perry received a special time-based RSU award in February 2019 for retention purposes that is not included in the table above. See page 56 of this Proxy Statement for additional information. |
Broadridge 2019 Proxy Statement 45
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Executive Total Compensation Mix
A significant portion of the CEO and other Named Executive Officer target TDC is variable, performance-based compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results.
| (1) | Other NEO Targettarget TDC is an average of the annualized total compensation of Mr. Young,Reese, Mr. Perry, Mr. Schifellite and Mr. Amsterdam.Gumbs. |
Base Salary
Actual Performance-Based
The Compensation
Earned by Named Executive OfficersAsCommittee reviews the base salaries of the NEOs in the first quarter of the Company’s fiscal year. In August 2021, 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. Factors the Committee considered in making these determinations included: Mr. Gokey driving strong top-line and bottom-line financial results; Mr. Reese delivering a successful financial plan; and Mr. Schifellite driving positive results with various ICS services, including the Shareholder Rights Directive II and VSM solutions, while implementing a robust business continuity plan that reflected the changing environment as a result of Covid-19.
| | Timothy C. Gokey | | | $900,000 | | | 8.3% | | | $975,000 | |
| | Edmund L. Reese | | | $600,000 | | | 5% | | | $630,000 | |
| | Christopher J. Perry | | | $640,696 | | | 3% | | | $659,917 | |
| | Robert Schifellite | | | $634,113 | | | 5% | | | $665,819 | |
| | Keir D. Gumbs(1) | | | N/A | | | — | | | $550,000 | |
(1)
| Mr. Gumbs was appointed the Company’s Chief Legal Officer effective July 27, 2021. |
Incentive Compensation
Broadridge provides both annual and long-term performance-based compensation to all of its executive officers, including the
Company’s strong financial performance in fiscal year 2019,NEOs. The Officer Bonus Plan provides the
Named Executive Officers earnedframework for the
followingcalculation and payment of annual performance-based cash
incentive awardincentives to our NEOs and
long-termother executive officers and the 2018 Omnibus Plan provides the structure for equity
incentive award payouts reflecting the Company’s performance (excluding stock options). | Cash Incentive
| Long-Term Incentive
|
Name
| Cash
Incentive
Target ($)
| Achievement
as % of
Target
| Cash
Incentive
Payout ($)
| Targetat
Time of
Grant ($)
| Target
Units
Granted
October 1,
2017
| LTI
Achievement
(%)
| LTI
Units
Vesting
April 1,
2020
| RSUs Vesting (as
of June 28, 2019) ($)(1)
|
Timothy C. Gokey | $ | 1,225,000 | | | 117.1% | | $ | 1,434,109 | | $ | 975,000 | | | 12,813 | | | 120% | | | 15,375 | | $ | 1,963,080 | |
Richard J. Daly | $ | 1,087,500 | | | 117.1% | | $ | 1,273,136 | | $ | 3,000,000 | | | 39,426 | | | 120% | | | 47,311 | | $ | 6,040,668 | |
James M. Young | $ | 531,803 | | | 115.8% | | $ | 615,934 | | $ | 825,000 | | | 10,842 | | | 120% | | | 13,010 | | $ | 1,661,117 | |
Christopher J. Perry | $ | 866,642 | | | 119.6% | | $ | 1,036,590 | | $ | 350,000 | | | 4,599 | | | 120% | | | 5,518 | | $ | 704,538 | |
Robert Schifellite | $ | 704,570 | | | 115.6% | | $ | 814,149 | | $ | 500,000 | | | 6,571 | | | 120% | | | 7,885 | | $ | 1,006,757 | |
Adam D. Amsterdam | $ | 395,188 | | | 110.8% | | $ | 437,948 | | $ | 350,000 | | | 4,599 | | | 120% | | | 5,518 | | $ | 704,538 | |
| (1) | Based on the closing price of our Common Stock of $127.68 per share on June 28, 2019, which was the last trading day of fiscal year 2019. |
Continuing Stockholder Supportawards for our Compensation Programs
Each year,NEOs and all other eligible associates.
The following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the
Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Named Executive Officers. At the 2018 Annual Meeting, stockholders continued their strong supportlimited context of our executive compensation program
with 95%and are defined in “Non-GAAP Financial Measures—Explanation of
the votes cast in favorCompensation Adjusted Non-GAAP Financial Measures” beginning on page 106 of
the proposal (excluding broker non-votes). Based on the outcome of the annual Say on Pay Vote, 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 decidedthis Proxy Statement. Investors should not apply these measures and goals to
retain the core elements and pay-for-performance design of our executive compensation program for fiscal year 2019.The Compensation Committee will continue to consider the outcome of the Say on Pay Vote and the views of our stockholders when making future compensation decisions for the Named Executive Officers.
other contexts.
46 Broadridge 2019 Proxy Statement
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Compensation Governance Policies and Practices
The Company has the following policies and practices in place in order to minimize excessive risk taking and meet best practices in compensation governance:
What We Do:Broadridge
2022 Proxy Statement | |
What We Don’t Do:| | Executive Compensation | | | | |
Annual Cash Incentive Compensation – 2022 Performance Metrics
The annual cash incentive compensation program aligns the NEOs’ compensation with annual financial performance. Below is an overview of our annual officer cash incentive process.
For fiscal year 2022, the Compensation Committee determined that the performance measures of the annual cash incentive awards for the NEOs would be calculated as follows:
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.
The corporate financial goals used to score the annual cash incentives of the Named Executive Officers are set forth below.
The Compensation Committee determined that the financial goals below 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.
In fiscal year 2022, we have returned to the use of multiple financial metrics after simplifying our goals for fiscal year 2021 due to the challenges of the Covid-19 pandemic and economic uncertainty.
| | | |
✔
| Design compensation programs that do not encourage excessive risk taking
| ✘
| Enter into employment agreements with NEOs
|
✔
| Maintain a clawback policy that permits the Company to recover annual and long-term incentives
| ✘
| Provide tax gross-ups in the event of a change in control
|
✔
| Maintain a severance policy that provides for “double-trigger” change in control for cash payments and equity vesting
| ✘
| Pay dividends or dividend equivalents in our long-term incentive program before vesting of the underlying shares occurs
|
✔
| Prohibit hedging or pledging of the Company’s securities by our executive officers, our directors, and employees
| ✘
| Provide excessive perquisites for our officers or directors
|
✔
| Maintain stock ownership guidelines for executive officers, including a rigorous 6x base salary requirement for the CEO
| ✘
| Permit stock option repricing without stockholder approval or grants of discount stock options
|
✔
| Have stock retention and holding period requirements
| | |
✔
| Engage an independent compensation consultant for the Compensation Committee that does no other work for the Company
| | |
✔
| Require executives to agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions
| | |
✔
| Provide stockholders an annual Say on Pay Vote
| | |
✔
| Require a significant portion of NEO Target Direct Compensation be performance-based
| | 61 |
Broadridge 2019 Proxy Statement 47
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| | Broadridge
2022 Proxy Statement |
Executive Compensation| | Executive Compensation | | | | |
Dollars in millions. Amounts presented are rounded.
(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. |
(2)
| For Mr. Schifellite, the weighting of each measure is half of what is indicated on the table above. |
In addition to the corporate financial goals, Mr. Schifellite’s annual cash incentive includes divisional adjusted EBT, closed sales and fee-based revenue goals based on the performance of our ICS business segment. The corporate financial goals and those of the ICS segment are given equal weight in the determination of his cash incentive award.
The Company has not disclosed the targets and ranges pertaining to the ICS segment because this information is not otherwise publicly disclosed, and the Company believes it would cause competitive harm to do so in this Proxy Statement.
TABLE OF CONTENTSKey
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
Mr. Schifellite’s financial goals were set above last year’s achievement and the outcome was substantially uncertain at the time the goals were set. Achievement of Mr. Schifellite’s divisional goals ranged from 119% to 200% in fiscal year 2022, 83% to 196% in fiscal year 2020, 98% to 102% in fiscal year 2019, 105% to 156% in fiscal year 2018, and 93% to 114% in fiscal year 2017. His fiscal year 2021 bonus plan was based solely on Broadridge results.
Mr. Perry’s annual cash incentive includes his responsibility for our sales and marketing function, and therefore has two components:
Corporate Goals Component, which is comprised of the corporate financial goals described above, as well as client satisfaction and strategic and leadership goals. These elements are scored in the same manner as the annual cash incentive awards of the other corporate Named Executive Officers. This component is 80% of his target bonus.
Sales Incentive Component, which is scored based on Broadridge’s Closed sales achievement. This component is 20% of his target bonus.
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 53 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. Our Net Promoter Score for fiscal year 2022 increased over the prior fiscal year’s score by approximately 5%, 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 in order to reinforce the importance of the Company’s non-financial strategic objectives. The amounts payable for this component are determined based on the Compensation Committee’s 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 diversity, equity and inclusion objectives for the executive officers as part of their strategic and leadership goals, including goals to increase the representation of women globally and racially or ethnically diverse men in the U.S.
CEO
The Board’s evaluation of Mr. Gokey’s performance takes into account the CEO Scorecard in assessing his strategic and leadership goals achievement. The CEO Scorecard provides a review of financial and operational business performance against pre-determined goals in five categories: financial achievement, strategic growth, human capital/diversity, equity and inclusion, operational excellence and client goals.
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
The following primary strategic and leadership goals were communicated to Mr. Gokey by the Compensation Committee at the beginning of the fiscal year and are incorporated into the CEO Scorecard. The following key accomplishments were considered in determining the achievement of his strategic and leadership goals.
| | Financial Goals: Meet established financial goals | | | Broadridge finished the fiscal year with strong top-line and bottom-line financial performance. Adjusted EPS of $6.46 increased 14% from the prior fiscal year result. Fee-based revenues grew by 16% over the prior fiscal year and the Company achieved another year of record Closed sales with 21% growth. | |
| | Strategic Growth Goals: Drive strategic initiatives to support growth and position Broadridge for top quartile total shareholder return over time. | | | Broadridge achieved strong financial results while investing in growth, building momentum and making solid strategic progress. The Company closed several acquisitions, including the acquisition of Alpha Omega and Jordan & Jordan’s Execution & Surveillance Service business, and completed several strategic minority investments. | |
| | Human Capital/Diversity, Equity and Inclusion Goals: Develop bench strength throughout the organization, paying special attention to increasing diversity | | | Diversity, equity and inclusion continued as a core focus of our talent strategy as ensuring an inclusive environment is something we demand of ourselves, and an increasingly important component of what associates seek in an employer. In addition to our commitment to our representation goals, our focus on diversity, equity and inclusion was very recognizable throughout the organization with the expansion of diversity, equity and inclusion performance goals and inclusive leadership training for an additional 2,200 managers. | |
| | Operational Excellence: Ensure that operations are accurate, dependable and efficient | | | Broadridge’s targets relating to voting and processing accuracy and data security were met. | |
| | Client Goals: Further client retention and satisfaction goals | | | Broadridge met client revenue retention goals, which provides a stable base for the Company’s future revenue growth and improving its Net Promoter Score. | |
The Compensation Committee considered Mr. Gokey’s achievement of each of these strategic and leadership goals in its assessment of his performance and concluded that Mr. Gokey’s strong leadership and overall excellent performance exceeded its expectations. As a result, the Compensation Committee determined to pay Mr. Gokey 121% of the target on the strategic and leadership goals portion of his cash incentive award.
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
Other Named Executive Officers
The strategic and leadership goals for the other NEOs were set at the beginning of the fiscal year and are similar to the qualitative measures used by the Compensation Committee to evaluate the performance of Mr. Gokey; however, the goals varied for each Named Executive Officer. Mr. Gokey made a recommendation to the Compensation Committee with respect to achievement of the strategic and leadership goals for each of the other Named Executive Officers, which the Compensation Committee reviewed in assessing their performance. The following key accomplishments were considered in determining the achievement of their strategic and leadership goals.
| | Mr. Reese | | | In scoring Mr. Reese’s individual strategic and leadership goals achievement, the Committee took into account his success in delivering on our financial plan, progress on the integration of the Itiviti acquisition, procurement function and real estate realignment efforts. Mr. Reese also established an investment optimization protocol and led the finance organization with a focus on diversity. | |
| | Mr. Perry | | | In scoring Mr. Perry’s individual strategic and leadership goals achievement, the Committee took into account our Closed sales results, his leadership of our international business and our diversity, equity and inclusion efforts. Mr. Perry serves as the chair of our Executive Diversity Council and made significant progress in our supplier diversity program. | |
| | Mr. Schifellite | | | In scoring Mr. Schifellite’s individual strategic and leadership goals achievement, the Committee took into account his leadership of our largest business and its delivery of data and technology innovations to provide increasing cost savings to our clients and greater engagement by investors, his focus on ensuring a diverse leadership team, and his effective representation of the Company with industry stakeholders. | |
| | Mr. Gumbs | | | In scoring Mr. Gumbs’ individual strategic and leadership goals achievement, the Committee took into account his excellent performance during his first year, and his impact in the Legal Department while emphasizing diversity in the Legal and Compliance department, across our regulatory communications business and as a senior leader. Mr. Gumbs also serves as executive sponsor of the Women’s Leadership Forum and is an active member of the Executive Diversity Council. | |
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Fiscal Year 2022 Annual Incentive Compensation Payments
The results of the annual incentive award calculations for fiscal year 2022 are detailed below.
| | Timothy C.
Gokey | | | $975,000 | | | x | | | 150% | | | x | | | 100% | | | = | | | $1,462,500 | | | 115% | | | 100% | | | 121% | | | 116% | | | $1,694,379 | |
| | Edmund L.
Reese | | | $630,000 | | | x | | | 85% | | | x | | | 100% | | | = | | | $535,500 | | | 115% | | | 100% | | | 117% | | | 115% | | | $615,049 | |
| | Robert
Schifellite | | | $665,819 | | | x | | | 130% | | | x | | | 100% | | | = | | | $865,565 | | | 131% | | | 100% | | | 121% | | | 127% | | | $1,097,579 | |
| | Keir D.
Gumbs | | | $550,000 | | | x | | | 85% | | | x | | | 93% | | | = | | | $434,199 | | | 115% | | | 100% | | | 117% | | | 115% | | | $498,699 | |
Proration and achievement amounts are rounded.
(1)
| Mr. Gumbs' cash incentive award was prorated because he commenced his role as the Company's Chief Legal Officer after the beginning of the fiscal year. |
Mr. Perry’s annual incentive award is split between a corporate goals component and a sales incentive component to reflect his continued role in managing our sales and marketing function.
| | $659,917 | | | 140% | | | $923,884 | | | $739,107 | | | 115% | | | 100% | | | 121% | | | $856,292 | | | $184,777 | | | 129% | | | $238,547 | | | 119% | | | $1,094,839 | |
Proration and achievement amounts are rounded.
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 performance-based RSUs to its executive officers annually to reinforce key long-term business strategies.
Stock options have a 10-year term and align executive officers with stockholder interests to create long-term growth in the Common Stock price because they only provide value when the Common Stock price increases.
Performance-based RSUs, which have a 30-month total vesting period, including a two-year performance period with Compensation Adjusted EPS goals, reinforce year-over-year EPS growth. This metric was selected because it is Broadridge’s 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.
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
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 performance-based RSUs. The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and performance-based RSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants. Details on the annual equity awards are provided in the table below.
| | Stock Options | | | August 2021:
The Compensation Committee determined target dollar value for each officer.
February 2022: Stock options granted. | | | 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) | |
| | Performance- Based RSUs | | | August 2021:
The Compensation Committee determined the performance criteria and the target dollar value for each officer.
September 2021: Compensation Committee approved the grant of the PRSUs.
October 2021: PRSUs granted. | | | 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 fiscal years 2021 and 2022.
• 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 average closing price of Common Stock in the month of August.(2) | |
(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, typically determined one week prior to the Compensation Committee meeting in February at which the stock options are granted. |
(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. |
Fiscal Year 2022 Long-Term Equity Incentive Awards Granted
In August 2021, the Compensation Committee approved the fiscal year 2022 long-term equity incentive award targets for the NEOs, taking into account the review of the Peer Group market analysis completed by FW Cook, and the NEOs’ ongoing roles and impact on the organization.
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
The Compensation Committee approved the grant of the following long-term incentive awards during fiscal year 2022, which were split evenly between stock option and performance-based RSU awards:
Performance-Based RSU Awards Earned in Fiscal Year 2022
The goals for performance-based RSUs granted on October 1, 2020 were set and evaluated by the Compensation Committee in August 2020. Compensation Adjusted EPS was chosen as our metric due to its alignment with the interests of shareholders and the ability of NEOs to directly impact the achievement of this metric.
Following the end of the two-year performance period, the Compensation Committee determined that the NEOs earned 140% of the performance-based RSU target award amounts, due to the achievement of average Compensation Adjusted EPS for fiscal years 2021 and 2022 of $6.18. Broadridge’s annual Compensation Adjusted EPS achievement for fiscal years 2021 and 2022 was $5.73 and $6.63, respectively. The earned RSUs will vest and convert into shares of our Common Stock on April 1, 2023, provided that the officer remains actively employed with Broadridge on the vesting date.
Amounts presented are rounded.
(1)
| For information on how this metric is calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” section of this Proxy Statement. |
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
3. Roles and Processes for Executive Compensation Decision-Making
Role of the Compensation Committee and
the Board of Directors
The Compensation Committee has oversight of all compensation elements provided to Broadridge’s executive officers, including the Named Executive Officers.
The Compensation Committee plays a significant role in the evolutionevaluation of Broadridge’s executive compensation strategies and policies in order 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
The Compensation Committee’s process to evaluate our CEO Evaluation Processis as follows:
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The Board evaluates
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
When the performance ofCompensation Committee made the CEO annually. Forcompensation decisions for fiscal year 2019,2022, they reviewed information from multiple sources, with the Board’s evaluation of Mr. Gokey’s performance took into account the CEO scorecard and a leadership assessment by the Board and the executive officers of the Company.key sources indicated below.
| | •Market Information and Peer Group | | | • In line with our compensation philosophy, the Compensation Committee reviews objective external information on compensation market analysis and trends that allows the Compensation Committee to make decisions to maximize shareholder value. This information is prepared or reviewed by the independent compensation consultant. | |
| | •The CEO scorecard assessed financialindependent compensation consultant provides the Compensation Committee with periodic updates on market best practices on executive compensation, compensation-related disclosures, and operationalgovernance and regulatory updates. | |
| | • In consultation with the independent compensation consultant, the existing peer group is reviewed on an annual basis for reasonableness. In addition, other companies are reviewed for potential inclusion in the peer group based on size and business, performance against pre-determined goals in four categories: financial, operational excellence, human capital,as explained further below. | |
| | Stockholder Feedback and client goals.Say on Pay Vote | | | • The Compensation Committee considers the annual advisory vote to approve compensation for our NEOs as an opportunity for stockholders to provide feedback on our executive compensation programs as well as our shareholder engagement process with our largest investors. For more informationdetail, see “Stockholder Engagement” and “Say on the fiscal year 2019 goals, please see the section entitled “Strategic and Leadership Goals” on page 53Pay Vote” of this Proxy Statement. | |
The leadership assessment addressed Mr. Gokey’s performance in four categories: strategic leadership, enabling future growth, human capital management, and stakeholder engagement.
The leadership assessment evaluations were tabulated by a third-party service provider and reviewed by the Board.
The Board used the results of both the CEO scorecard and the leadership assessment to evaluate Mr. Gokey’s performance for the fiscal year and concluded that Mr. Gokey exceeded its overall expectations. The Compensation Committee considered this evaluation of Mr. Gokey’s performance when determining the achievement of his strategic and leadership goals of his fiscal year 2019 cash incentive and setting his fiscal year 2020 base salary and incentive compensation targets.
At the beginning of each fiscal year, the Board communicates the key performance and strategic and leadership goals that the Compensation Committee wants the CEO to pursue in the upcoming fiscal year.
Executive Chairman Evaluation Process
The Board evaluates the performance of the Executive Chairman annually. For fiscal year 2019, the Board’s evaluation of Mr. Daly’s performance took into account his roles as CEO for the first half of the fiscal year and as Executive Chairman for the second half. The CEO scorecard, detailed above, was considered as part of Mr. Daly’s evaluation for the period he served as CEO.
Based on the Board’s assessment of Mr. Daly’s performance at the end of the fiscal year, they determined the level of achievement of his strategic and leadership goals for his fiscal year 2019 cash incentive and approved his fiscal year 2020 base salary and incentive compensation targets.
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, 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.
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The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2019,2022, 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. Please see the “Corporate Governance” section on page 24 of this Proxy Statement for additional information about the role of FW Cook.
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 or her own or our Executive Chairman’s compensation.
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Broadridge
2022 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
20192022 target compensation was determined by the Compensation Committee
in August 2018 taking into account the Peer Group
established earlier in 2018 and set out below.
How the Peer Group was chosen:
| | • 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 measure |
measures
| • | Similar cost structures, business models, and compensation models |
| • | Similar level of global presence
|
How we use the Peer Group:
| • | | • As a reference point to assess the competitiveness of base salary, incentive targets, and TDC awarded to the Named Executive Officers |
| • | As information on market practices in connection with compensation plan design, share utilization, and share ownership guidelines |
and perquisites
| • | To compare Company performance and validate whether executive compensation programs are aligned with Company performance | |
The Compensation Committee, with the assistance of FW Cook determined that the following 14 companies are Broadridge’s peers for fiscal year 2022 compensation benchmarking purposes (the “Peer Group”):
(1)
| IHS Markit Ltd. merged with S&P Global in February 2022, and CoreLogic, Inc. was acquired by a private equity firm in June 2021; therefore, both companies will be removed from next year’s peer group. |
(2)
| The metrics shown are projections from FW Cook’s executive compensation review as of June 2021 and determination of market capitalization as of April 30, 2021. |
The Compensation Committee, with the assistance of its independent compensation consultant, FW Cook, determined that the following 16 companies are Broadridge’s peers for fiscal year 2019 compensation benchmarking purposes (the “Peer Group”):
|
• Alliance Data Systems
Corporation
• CA, Inc.(1)
• Convergys Corporation(1)
• CoreLogic, Inc.
|
• DST Systems, Inc.(1)
• The Dun & Bradstreet Corporation(1)
• Equifax Inc.
• Euronet Worldwide, Inc.
|
• Fidelity National
Information Services, Inc.
• Fiserv, Inc.
• Global Payments Inc.
• IHS Markit Ltd.
|
• Paychex, Inc.
• Total System Services, Inc.
• Vantiv, Inc.(2)
• The Western Union Company71
|
| (1) | These companies were acquired after the Company’s compensation review for fiscal year 2019. |
| (2) | Vantiv, Inc. was renamed Worldpay, Inc. after the Company’s compensation review for fiscal year 2019 in connection with its acquisition by Worldpay Group PLC. |
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Executive Compensation
| | Broadridge
2022 Proxy Statement |
No changes were made by the Compensation Committee to our Peer Group for use in fiscal year 2019 compensation benchmarking from the Peer Group used for the prior fiscal year.
At the time of the Compensation Committee’s compensation review, Broadridge was at the 68th percentile for revenue and the 39th percentile of the average of all measures compared with the Peer Group (revenue, market capitalization, operating income, total assets, and total employees).
| | Executive Compensation | | | | |
Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the Named Executive Officers. 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
three nationaltwo global survey sources related to general industry and technology companies, size-adjusted for Broadridge’s total revenues, or in the case of the role of Mr. Schifellite, size-adjusted for the total revenues of the business he manages, when it considers the market competitiveness of Named Executive Officer compensation levels and/or market practices. The survey providers utilized
arewere Willis Towers Watson
Aon Hewitt and Aon Radford. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.
Elements of Executive4. CompensationBase Salary
The Compensation Committee reviews the base salaries of the Named Executive Officers in the first quarter of the Company’s fiscal year. In fiscal year 2019, the Compensation Committee approved base salary increases, effective September 1, 2018. Mr. Gokey’s base salary increase reflected the increased responsibilities associated with his COO role. The increases for the other Named Executive Officers were in recognition of their continued strong performance and comparison to market pay levels for their roles.
Name | Fiscal Year
2018
Base Salary | Change | Fiscal Year
2019
Base Salary |
Timothy C. Gokey | $ | 636,540 | | | 10.0% | | $ | 700,000 | |
Richard J. Daly | $ | 928,288 | | | 5.0% | | $ | 975,000 | |
James M. Young | $ | 562,754 | | | 5.0% | | $ | 590,892 | |
Christopher J. Perry | $ | 601,000 | | | 3.0% | | $ | 619,030 | |
Robert Schifellite | $ | 583,495 | | | 5.0% | | $ | 612,670 | |
Adam D. Amsterdam | $ | 470,463 | | | 5.0% | | $ | 493,985 | |
In addition, in connection with the CEO transition, the Compensation Committee approved the following changes to the base salaries of Mr. Gokey and Mr. Daly based on their new roles as CEO and Executive Chairman, respectively, effective January 2, 2019.
Name | Base Salary
Prior to CEO
Transition | Change | Base Salary
After CEO
Transition |
Timothy C. Gokey | $ | 700,000 | | | 25.0% | | $ | 875,000 | |
Richard J. Daly | $ | 975,000 | | (23.1)% | $ | 750,000 | |
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Incentive Compensation
Broadridge provides both annual and long-term performance-based compensation to all of its executive officers, including the Named Executive Officers. The Officer Bonus Plan was approved by the Board of Directors in November 2018. This plan formalizes our current practices and provides the framework for the calculation and payment of annual performance-based cash incentives to our Named Executive Officers and other executive officers.
At the 2018 Annual Meeting, the Company’s stockholders approved the 2018 Omnibus Plan. All equity awards granted on or after the date of stockholder approval are being granted under the 2018 Omnibus Plan.
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 the “Explanation of Compensation Adjusted Non-GAAP Financial Measures” section on page 61 of this Proxy Statement. Investors should not apply these measures and goals to other contexts.
Annual Cash Incentive Compensation
The annual cash incentive compensation program was created to align the Named Executive Officers’ compensation with annual financial performance. The process by which the annual cash incentive compensation is determined is set forth below:
| What
| Timing
| Description
| Fiscal Year 2019 Result
|
Step 1
| Set target bonuses
| Early in the fiscal year
| Target bonus is a percentage of salary
| NEO target bonus percentages remained unchanged from fiscal year 2018 for all NEOs, except Mr. Gokey and Mr. Daly due to the CEO transition effective January 2, 2019. Each officer has the ability to achieve between 50% and 200% of target. See pages 44-45 of this Proxy Statement for targets. |
Step 2
| Establish performance goals
| Early in the fiscal year
| Financial goals are aligned to fiscal year operating plan and reviewed and approved by the Compensation Committee.(1)
| See “Financial Goals” on page 52 of this Proxy Statement. |
•
| Corporate financial goals for all NEOs
|
•
| Divisional financial goals for divisional officers
|
•
| Client satisfaction goals for all NEOs
|
•
| Strategic and leadership goals that vary by NEO
|
Step 3
| Calculate financial and client satisfaction achievement
| After the fiscal year-end
| Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1)
| See “Financial Goals” on page 52 and “Client Satisfaction Goal” on page 53 of this Proxy Statement. |
Step 4
| Assess the strategic and leadership performance
| After the fiscal year-end
| Compensation Committee reviews and approves for all NEOs with input from CEO for other NEOs.
| See “Strategic and Leadership Goals” on page 53 of this Proxy Statement. |
| (1) | For information on how these metrics are calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 61 of this Proxy Statement. |
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Officer Bonus Plan – 2019 Performance Metrics
For fiscal year 2019, the Compensation Committee determined that the annual cash incentive awards for the Named Executive Officers be calculated as follows:
Officer Bonus Plan – 2019 Performance Metrics – 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 factors. The Compensation Committee determined that the financial goals below are aligned with the Company’s long-term growth and profitability objectives.
The Compensation Committee establishes 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.
The corporate financial goals used to score the annual cash incentives of the Named Executive Officers are set forth below.
In addition to the corporate financial goals, Mr. Schifellite’s bonus plan includes divisional adjusted EBT, closed sales and fee-based revenue goals based on the performance of our ICS business segment. The corporate financial goals and those of the ICS segment are given equal weight in the determination of his cash incentive award.
The Company has not disclosed the targets and ranges pertaining to the ICS segment because this information is not otherwise publicly disclosed, and the Company believes it would cause competitive harm to do so in this Proxy Statement. The financial goals were set above last year’s achievement and the outcome was substantially uncertain at the time the goals were set. Achievement of Mr. Schifellite’s divisional goals ranged from 98% to 102% in fiscal year 2019, 105% to 156% in fiscal year 2018, and 93% to 114% in fiscal year 2017. For fiscal year 2019, the weighted-average score of the ICS segment financial goals was 99%.
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Mr. Perry’s bonus plan has two components, each with a target of 70% of his base salary:
Corporate Goals Component, which is comprised of the corporate financial goals described above, as well as client satisfaction and strategic and leadership goals. This component is scored in the same manner as the annual cash incentive awards of the other corporate Named Executive Officers.
Sales Incentive Component, which is scored based on Broadridge’s closed sales achievement.
Officer Bonus Plan – Client Satisfaction Goal
Broadridge conducts a client satisfaction survey for each of its major business units annually. Each year, threshold, target and stretch goals are established, with target and stretch award levels generally based on exceeding the prior year’s performance. The results of the client satisfaction survey are included as a component of the bonus plan because of the importance of client retention to the achievement of Broadridge’s revenue goals.
For the Named Executive Officers, other than Mr. Schifellite, client satisfaction is the weighted-average achievement against pre-set targets in Broadridge’s client satisfaction survey of the ICS and Global Technology and Operations business segments. The score for Mr. Schifellite is based solely on the performance of the ICS segment. The percentage earned by Mr. Schifellite was 150% of target, and the percentage earned by the other Named Executive Officers was 134% of target.
Officer Bonus Plan – Strategic and Leadership Goals
Strategic and leadership achievement is included as a component of each Named Executive Officer’s bonus in order to reinforce the importance of the Company’s non-financial strategic objectives. The amounts payable on this component are determined based on the Compensation Committee’s evaluation of the Named Executive Officer’s strategic and leadership performance.
CEO
The following primary strategic and leadership goals were communicated to Mr. Gokey by the Compensation Committee at the time of his promotion to the role of CEO. The Compensation Committee evaluated Mr. Gokey’s achievement of these strategic and leadership goals which are set forth in the CEO scorecard:
CEO Strategic and Leadership Goals
| Achievement
|
Financial Goals: Meet established financial goals and achieve top quartile total shareholder return performance
| The Company achieved strong financial performance in fiscal year 2019 and three-year total shareholder return performance was in the top quartile of the S&P 500.
|
Financial Goals: Drive strategic growth through new products, innovation and global expansion
| The Company closed three acquisitions and four strategic closed sales aligned with its strategic objectives and advanced several initiatives in capital markets and wealth management businesses, expanding its digital capabilities, blockchain, Cloud and artificial intelligence technology applications.
|
Human Capital Goals: Develop bench strength throughout the organization, paying special attention to increasing diversity
| The Company enhanced its executive talent through a combination of external hires and promotions. Annual talent reviews were conducted with focus on the executive talent pipeline and diversity. Increased diverse representation in the U.S. executive population.
|
Operational Excellence and Client Goals: Ensure that operations are accurate, dependable and efficient to promote high client retention
| The Company’s operational excellence is indicated by its strong client revenue retention rate of 97%, which provides a stable base for future revenue growth.
|
The Compensation Committee specifically considered these key accomplishments in its assessment of Mr. Gokey’s overall performance and determined to pay Mr. Gokey 135% of the target on the strategic and leadership goals portion of his cash incentive award.
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Executive Chairman
The Board separately reviewed Mr. Daly’s performance as CEO for the period prior to his role transition, and as Executive Chairman for the remainder of fiscal year 2019. The strategic and leadership goals for Mr. Daly for fiscal year 2019 included leadership of the Board and advising Mr. Gokey in his new role as CEO and on other important initiatives such as regulatory matters, digital adoption and retail shareholder engagement. Based on his overall performance, the Compensation Committee decided to pay Mr. Daly 135% of the target on the strategic and leadership goals portion of his cash incentive award.
Other Named Executive Officers
The strategic and leadership goals for the other Named Executive Officers were similar to the qualitative measures used by the Compensation Committee to evaluate the performance of Mr. Gokey; however, the goals varied by Named Executive Officer. The following key accomplishments were considered in determining the achievement of the strategic and leadership goals portion of the other Named Executive Officers’ cash incentive awards:
The Company’s strong financial results for fiscal year 2019
The successful integration of acquisitions aligned with the Company’s strategic objectives
Progress in the Company’s strategic initiatives
The Company’s strong operational performance as evidenced by its client revenue retention rates
Mr. Gokey made a recommendation to the Compensation Committee with respect to achievement of the strategic and leadership goals for each of the other executive officers (other than Mr. Daly), which the Compensation Committee reviewed in assessing their performance.
Fiscal Year 2019 Annual Officer Bonus Payments
The results of the annual officer bonus award calculations for fiscal year 2019 are detailed below. As Mr. Gokey and Mr. Daly received mid-year changes in their target percentages of base salary due to the CEO transition, their bonus targets were pro-rated for the portion of the year they served in each role.
Name | Base Salary
as of June 30,
2019 | | Target (%) | | Target ($) | Financial
(70%) | Client
Satisfaction
(5%) | Strategic and
Leadership
(25%) | Earned
as %
of Target | Earned ($) |
Timothy C. Gokey | $ | 875,000 | | | x | | | 140 | %(1) | | = | | $ | 1,225,000 | | | 109.4% | | | 134.2 | % | | 135.0% | | | 117.1% | | $ | 1,434,109 | |
Richard J. Daly | $ | 750,000 | | | x | | | 145 | %(1) | | = | | $ | 1,087,500 | | | 109.4% | | | 134.2 | % | | 135.0% | | | 117.1% | | $ | 1,273,136 | |
James M. Young | $ | 590,892 | | | x | | | 90 | % | | = | | $ | 531,803 | | | 109.4% | | | 134.2 | % | | 130.0% | | | 115.8% | | $ | 615,934 | |
Robert Schifellite | $ | 612,670 | | | x | | | 115 | % | | = | | $ | 704,570 | | | 104.4% | | | 150.0 | % | | 140.0% | | | 115.6% | | $ | 814,149 | |
Adam D. Amsterdam | $ | 493,985 | | | x | | | 80 | % | | = | | $ | 395,188 | | | 109.4% | | | 134.2 | % | | 110.0% | | | 110.8% | | $ | 437,948 | |
| (1) | For Mr. Gokey, his target for the first half of the year was 130% of his base salary and upon his promotion to the role of CEO on January 2, 2019, it increased to 150%. For Mr. Daly, his target for the first half of the year was 165% of his base salary and it decreased to 125% on January 2, 2019 in connection with his new role as Executive Chairman. |
Mr. Perry’s cash incentive target of 140% of his base salary is split between a corporate goals component and a sales incentive component.
| | | | | Corporate Goals Component | Sales Incentive Component | Total |
Base
Salary
as of June 30,
2019 | | Target (%) | | Total
Target ($) | Target
(50% of
Total) ($) | Financial
(70%) | Client
Satisfaction
(5%) | Strategic and
Leadership
(25%) | Earned ($) | Target
(50% of
Total) ($) | Closed
Sales
(100%) | Earned ($) | Earned
as % of
Target | Earned ($) |
$619,030 | | x | | | 140% | | | = | | $ | 866,642 | | $ | 433,321 | | | 109.4% | | | 134.2% | | | 130.0% | | $ | 501,872 | | $ | 433,321 | | | 123.4% | | $ | 534,718 | | | 119.6% | | $ | 1,036,590 | |
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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 performance-based RSUs to its executive officers annually to reinforce key long-term business strategies. Stock options have a 10-year term and align executive officers with stockholder interests to create long-term growth in the Common Stock price. Performance-based RSUs, which have a two-year performance period with EPS goals, reinforce year-over-year EPS growth. This metric was selected because it is Broadridge’s primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests.
Long-Term Equity Incentive Grants
Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is allocated equally between stock options and performance-based RSUs. The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and performance-based RSUs to executive officers other than himself and Mr. Daly. The Compensation Committee retains full responsibility for approval of individual grants. Details on the annual equity awards granted are provided in the table below.
Type of Equity
| FY19 Timing
| Vesting
| Terms
|
Stock Options
| August 2018: The Compensation Committee determined target dollar value for each officer.
February 2019: Stock options granted.
| 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)
|
Performance- Based RSUs
| August 2018: The Compensation Committee determined the performance criteria and the target dollar value for each officer.
October 2019: Performance- based RSUs granted.
| Vest on April 1st of the calendar year following the two-year performance period. 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.(3)
| •
| The performance criteria is average Compensation Adjusted EPS for fiscal years 2019 and 2020.(4)
|
•
| The number of shares that can be earned based on performance ranges from 0% to 150% of the total target RSUs.
|
•
| The dollar target is converted into a target number of RSUs based on the average closing price of Common Stock in the month of August.(2)
|
| (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, typically determined one week prior to the Compensation Committee meeting in February. |
| (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. |
| (3) | Mr. Daly’s October 2018 award provides that in the event of his retirement from the Company during the performance period, the award will vest in full on April 1, 2021 based on actual performance at the end of the performance period, subject to compliance with the restrictive covenants in his award agreement. |
| (4) | For information on how this metric is calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 61 of this Proxy Statement. |
Fiscal Years 2019 and 2020 Long-Term Equity Incentive Targets
As part of our CEO transition, the Compensation Committee approved the following targets for Mr. Gokey and Mr. Daly:
| Long-Term Equity Incentive Target |
Name | Fiscal Year
2018 | Fiscal Year
2019 | Fiscal Year
2020 |
Timothy C. Gokey(1) | $ | 1,950,000 | | $ | 3,675,000 | | $ | 6,100,000 | |
Richard J. Daly(2) | $ | 6,000,000 | | $ | 7,000,000 | | $ | 2,812,500 | |
| (1) | Mr. Gokey’s October 2018 annual performance-based RSU grant target was $1,300,000 based on the fiscal year 2019 target set for his role as COO. In November 2018, in anticipation of Mr. Gokey’s promotion to the role of CEO in January 2019, the Compensation Committee approved an increase to his fiscal year 2019 annual stock option grant target value from $1,300,000 to $2,375,000. He also received an additional one-time performance-based RSU grant with a grant date target value of $806,250 in November 2018 in connection with his promotion to the role of CEO that is not reflected in the table above. |
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| (2) | Mr. Daly’s fiscal year 2019 long-term incentive target reflects his role as CEO. In November 2018, in anticipation of his new role as Executive Chairman, the Compensation Committee approved a decrease in his long-term equity incentive target for fiscal year 2020 from $7,000,000 to $2,812,500. |
In August 2018, the Compensation Committee approved the fiscal year 2019 long-term equity incentive award targets set out below for the Named Executive Officers, taking into account the review of the Peer Group market analysis completed by FW Cook, and the Named Executive Officers’ ongoing roles and impact on the organization:
| Long-Term Equity Incentive Target |
Name | Fiscal Year
2018 | Fiscal Year
2019 |
James M. Young | $ | 1,650,000 | | $ | 1,950,000 | |
Christopher J. Perry(1) | $ | 700,000 | | $ | 890,000 | |
Robert Schifelitte | $ | 1,000,000 | | $ | 1,333,000 | |
Adam D. Amsterdam | $ | 700,000 | | $ | 981,000 | |
| (1) | In addition to the annual performance-based RSU grant in October 2018, Mr. Perry received a special time-based RSU award in February 2019 for retention purposes that is not reflected in the table above. |
Fiscal Year 2019 Long-Term Incentive Awards
The Compensation Committee approved the grant of the following annual stock option and RSU awards, and one-time RSU awards during fiscal year 2019:
| Annual Stock Options | Annual RSUs | Total
Annual
Value ($) | One-Time RSUs | Total FY19
Value ($) |
Name | Awards (#) | Value ($) | Awards (#) | Value ($) | Awards (#) | Value ($) |
Timothy C. Gokey(1) | | 99,831 | | $ | 2,375,000 | | | 10,070 | | $ | 1,300,000 | | $ | 3,675,000 | | | 6,560 | | $ | 806,250 | | $ | 4,481,250 | |
Richard J. Daly | | 147,120 | | $ | 3,500,000 | | | 27,112 | | $ | 3,500,000 | | $ | 7,000,000 | | | | | | | | $ | 7,000,000 | |
James M. Young | | 40,983 | | $ | 975,000 | | | 7,552 | | $ | 975,000 | | $ | 1,950,000 | | | | | | | | $ | 1,950,000 | |
Christopher J. Perry(2) | | 18,705 | | $ | 445,000 | | | 3,447 | | $ | 445,000 | | $ | 890,000 | | | 10,246 | | $ | 1,000,000 | | $ | 1,890,000 | |
Robert Schifelitte | | 28,015 | | $ | 666,500 | | | 5,163 | | $ | 666,500 | | $ | 1,333,000 | | | | | | | | $ | 1,333,000 | |
Adam D. Amsterdam | | 20,617 | | $ | 490,500 | | | 3,799 | | $ | 490,500 | | $ | 981,000 | | | | | | | | $ | 981,000 | |
| (1) | In addition to the annual performance-based RSU grant in October 2018, Mr. Gokey received a one-time performance-based RSU award in November 2018 in connection with his promotion to the role of CEO. |
| (2) | In addition to the annual performance-based RSU grant in October 2018, Mr. Perry received a special time-based RSU award in February 2019 for retention purposes. |
Fiscal Years 2018 and 2019 Performance-Based RSU Earned Awards
The goals for performance-based RSUs granted on October 1, 2017 were set and evaluated by the Compensation Committee in August 2017. Following the end of the two-year performance period, the Compensation Committee determined that the Named Executive Officers earned 120% of the performance-based RSU target award amounts, due to the achievement of average Compensation Adjusted EPS for fiscal years 2018 and 2019 of $3.92. Broadridge’s annual Compensation Adjusted EPS achievement for fiscal years 2018 and 2019 was $3.76 and $4.08, respectively. The earned RSUs will vest and convert to shares of our Common Stock on April 1, 2020, provided that the plan participant remains actively employed with Broadridge on the vesting date.
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Additional Benefits
Retirement Plans
Broadridge provides the Named Executive Officers with retirement benefits on the same terms as those offered to other employees generally through Broadridge’s 401(k) Plan. The 401(k) Plan allows our U.S. 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.
In addition, the Named Executive Officers, other than Mr. Young and Mr. Perry, participate in the Company’s Supplemental Officer Retirement Plan (the “SORP”), which is a non-qualified supplemental retirement plan. 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 market competitiveness of our overall rewards package and tying the receipt of value to continued tenure through a defined retirement age. On January 1, 2014, the SORP was closed to new participants.
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 those executives who are not participating in the SORP. The ERSP provides specified deferred compensation benefits to a select group of U.S.-based management or highly compensated employees. The ERSP allows for voluntary associate deferrals of base salary and/or cash incentive compensation and employer contributions above the 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 matching under the ERSP.
Please see the “Pension Benefits” and the “Non-Qualified Deferred Compensation” tables on pages 68 and 69 in this Proxy Statement, respectively, for further information regarding Broadridge’s retirement plans.
Executive Retiree Health Insurance Plan
Certain key executives, including all Named Executive Officers, who terminate employment with the Company after they have attained age 55 and have been credited with 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 pursuant to which the Company helps defray the health care costs of certain eligible key executive retirees and qualifying dependents until they reach the age of 65. This plan is intended to support the objective of attracting and retaining key talent by improving the market competitiveness of our overall rewards package.
Benefit Plans
Broadridge provides its Named Executive Officers with health and welfare benefits during active employment on the same terms as those offered to other employees.
Perquisites
Broadridge provides the Named Executive Officers with a Company-paid car or car allowance. In addition, under the Matching Gift Program, the Broadridge Foundation provides up to $10,000 per calendar year in matching of charitable contributions made to qualified tax-exempt organizations on behalf of executive officers.
These perquisites are consistent with both general industry market practice based on independent third-party executive benefit and perquisite surveys and Broadridge’s executive rewards strategy. The Compensation Committee reviewed these perquisites in fiscal year 2019 and determined that they are in line with perquisites provided by companies with which Broadridge competes for talent.
Please see the “All Other Compensation” table on page 64 of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.
Change in Control Severance Plan
Our CIC Plan is designed to neutralize the potential conflict our executive officers could face with a potential change in control and possible termination of employment and to facilitate our ability to attract and retain executives as we compete for talented individuals in a marketplace where such protections are commonly offered. In addition, the CIC Plan protects and
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enhances stockholder value by encouraging executive officers to evaluate potential transactions with independence and objectivity, ensuring continuity of management prior to and after a transaction, and ensuring that executive officers receive reasonable severance compensation in the event that their positions are eliminated as a result of a transaction.
All Named Executive Officers participate in the CIC Plan. The CIC Plan is a “double-trigger” plan that requires both a change in control of the Company and a subsequent qualifying termination of employment in order for the executive officer to receive any payment under the plan. Under the CIC Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason,” as those terms are defined under the CIC Plan, within a three-year period following a change in control, the participant would be eligible to receive a severance payment and certain equity awards will be accelerated.
In September 2019, the Board of Directors amended the CIC Plan (the “Amended CIC Plan”) to delete the provisions relating to accelerated vesting of equity-based compensation awards, with the intention of addressing such accelerated vesting in the applicable equity award agreements under the 2018 Omnibus Plan. The amendment is effective for awards granted more than six months after the date of the amendment unless consented to earlier by the equity award recipient.
The Compensation Committee has approved forms of award agreement for stock options, time-based RSUs and performance-based RSUs reflecting the terms of the Amended CIC Plan that provide for double-trigger accelerated vesting upon a covered termination of employment occurring within two years following a Change in Control (as defined in the 2018 Omnibus Plan) as described below.
Under the award agreements applicable to stock options and time-based RSUs, in the event a Change in Control occurs and, within two years thereafter, the participant’s employment is terminated by the Company without “cause” or, in the case of executive officers, by the participant for “good reason” (as those terms are defined in the award agreements), the participant’s unvested stock options and unvested time-based RSUs will vest in full upon such termination of employment.
In the case of performance-based RSUs, the award agreements provide that if a Change in Control occurs during the first year of the two-year performance period, the performance-based RSUs will be treated as earned at their target value, and if a Change in Control occurs during the second year of the performance period, the performance-based RSUs will be treated as earned based on actual Company performance through the last completed fiscal quarter prior to the Change in Control (with part year results annualized), subject in either case to vesting based on continued employment as required in the applicable award agreement. However, if within two years after the Change in Control, the participant’s employment is terminated by the Company without “cause” or, in the case of executive officers, by the participant for “good reason,” the portion of the performance-based RSU that is treated as earned will vest upon termination of employment.
Mr. Daly has a Change in Control Enhancement Agreement with the Company (the “Enhancement Agreement”) under which he is entitled to receive, on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreement and the CIC Plan.
Please see the “Potential Payments upon a Termination or Change in Control” section beginning on page 70 of this Proxy Statement for further information regarding the CIC Plan.
Officer Severance Plan
The Company maintains an Officer Severance Plan for executive officers, including the Named Executive Officers, in order to enhance recruitment and retention of senior officers who are key to our long-term success without the necessity of having separate employment agreements. The Officer Severance Plan provides for severance benefits when an executive officer is terminated without “cause” as defined in the Officer Severance Plan. Upon a qualifying termination, the executive officer would be eligible to receive severance payments, and the vesting of certain equity awards will continue during the severance period.
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.
Please see the “Potential Payments upon a Termination or Change in Control” section beginning on page 70 of this Proxy Statement for further information regarding the Officer Severance Plan.
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Employment Agreements
Broadridge does not have employment agreements in place with any Named Executive Officers.
Corporate Governance Policies
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:
| | Chief Executive Officer, Executive Chairman | | | 6x | |
| | Executive ChairmanPresident
| | | 6x4x
| |
| | Chief Financial Officer | | | 3x | |
President and Chief Operating Officer
| 4x
|
All other Corporate Senior Vice Presidents and Corporate Vice Presidents | | | 2x | |
What Counts:
| • | Shares beneficially owned by direct family members (spouse, dependent children) |
| • | Shares held in the executive’s account under a 401(k) plan or other savings plan
|
What Doesn’t Count:
| • | | • Unexercised stock options
• 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 arewere in compliance with the stock retention requirement.requirement in fiscal year 2022. Additionally, all71% of our executive officers currently meet oras of June 30, 2022 met their ownership multiples. The remaining executive officers were appointed within the last four years and are making progress toward meeting thetheir ownership multiples.
Clawback Policy
The Company maintains a clawback policy that requires reimbursement by an executive officer of all or part of any bonus, incentive or equity-based compensation that is paid, awarded or vests if and to the extent that: (a) the payment, grant, or vesting was predicated upon the achievement of financial results that were subsequently the subject of a financial restatement due to material noncompliance with financial reporting requirements by the Company, and (b) a lower payment, award, or vesting would have occurred based upon the restated financial results.
Under this policy, the Company will, to the extent allowable under applicable laws, require reimbursement of any bonus, incentive or equity-based compensation previously awarded or cancel any unvested, unexercised or deferred stock awards previously granted to the executive officer in the amount by which the individual executive officer’s bonus, incentive or
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Executive Compensation
Broadridge
2022 Proxy Statement | |
equity-based compensation for the relevant period exceeded the lower amount
| | Executive Compensation | | | | |
Clawback Policy
The Company maintains a comprehensive Clawback Policy that would have been received based on the restated financial results. However,permits the Company will not seek to recover bonuses, incentive compensation in the event of an accounting restatement, an officer’s intentional misconduct, or equity-basedmaterially inaccurate performance calculation as follows:
| | 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 | | | Recovery of up to all of the executive officer’s incentive-based compensation during the three-year period preceding the discovery of the inaccurate information | |
The Clawback Policy provides that
was paid or had vested more than three years priorthe Board is not required to
take any of these steps if it concludes that doing so would not be in the
datebest interests of the
applicable restatement is disclosed.Pre-Clearance and Company.
Insider Trading Policy and Prohibition on Hedging and Pledging
The Broadridge trading policy for the Company’s
executive officers, directors and employees provides that the Company’s
executive 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, 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
General CounselChief 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.
The window period is generally defined as the period of time commencing on the second
business day after the public release by Broadridge of its quarterly and annual earnings information and ending on the
datesixth business day after the close of
distribution to any member of Broadridge’s senior management of the “flash” financial performance results for the second month of
each quarter. However, the
then current fiscal quarter, butwindow period can be closed by the Company’s
General CounselChief Legal Officer at any
time if the person seeking approval is in possession of material non-public information.time. The Broadridge trading policy also clarifies the obligations of Broadridge’s officers, directors and employees with respect to securities law prohibitions against insider trading.
In addition, the trading policy prohibits the Company’s executive 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.
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Employment Agreements and Offer Letters
Broadridge does not have employment agreements in place with any Named Executive Officers as of AccountingJune 30, 2022.
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
Tax ConsiderationsAslong-term equity incentives), as well as one-time, transition compensation components. The Compensation Committee and management focus on developing a general matter,compelling compensation package that is consistent with our pay for performance philosophy and rewards for creating shareholder value. These components were designed to entice the executives to join 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.
On July 27, 2021, Mr. Gumbs joined the Company as its Corporate Vice President and Chief Legal Officer. Mr. Gumbs’ offer letter sets forth the terms of his compensation. The offer letter provides that his employment with the Company is “at will,” which means his employment is not for any definite period of time and that either he or the Company can terminate his employment at any time, with or without cause or notice. The offer letter provides the following terms:
Base Salary: Mr. Gumbs’ annual base salary is $550,000 per year.
Cash Incentive Award: Mr. Gumbs’ annual cash incentive award target is 85% of his base salary with his participation in fiscal year 2022 prorated based on his period of service.
Long-Term Equity Incentive Compensation: Mr. Gumbs will receive performance-based RSUs and stock options annually based on target values that are reviewed and approved by the Compensation
Committee. The Compensation Committee
reviewshas approved the following long-term equity value targets for Mr. Gumbs for fiscal year 2022: $605,000 in performance-based RSUs and
considers the various tax and accounting implications$605,000 in stock options. Each of the
compensation elements utilized byforegoing equity grants shall be subject to the terms and conditions applicable to grants made to all other executive officers of the Company.
With respect
Executive Benefits: Mr. Gumbs is eligible to accounting considerations,participate in Broadridge’s employee and executive benefit programs, including the Compensation Committee examinesCompany’s Officer Severance Plan and CIC Plan. In addition, Mr. Gumbs is entitled to the accounting cost associated with equityperquisites customarily provided to the Company’s executive officers.
Make-Whole RSU Awards: Mr. Gumbs received an aggregate amount of $4,200,000 in one-time time-based restricted stock unit (“RSU”) awards in August 2021 as a partial make-whole award for incentive compensation
forfeited upon his departure from his former employer. The awards were made to attract Mr. Gumbs, a highly talented and marketable candidate, to Broadridge and mitigate the risk of a counteroffer from his former employer. These make-whole awards reimbursed him for awards of a comparable amount granted by his former employer that were scheduled to vest in
light of the requirements under FASB ASC Topic 718. Under its current practice, annual equity grants, including performance-based RSU and stock option grants, are made on a target value basis and then converted into a set number of RSUs and/or stock options, so as2021 to
limit the total accounting cost of the grants.2023.
Section 162(m) of the
Internal Revenue Code
of 1986, as amended (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 Named Executive Officers). The Compensation Committee
takes into account the deductibility of compensation as a factor in determining executive compensation. However, 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 to the success of the
Company, and theCompany. The Compensation Committee
has retainedconsiders the
discretion to approvefactors discussed above in setting the compensation
that isof the Named Executive Officers, and it does not
deductible under Section 162(m).Effective for fiscal year 2018 and prior years,take into account the limit on deductibility of Named Executive Officer compensation did not apply to compensation that qualified as “performance-based compensation” under Section 162(m). Accordingly, for fiscal year 2018 and prior years the Compensation Committee generally designed annual incentive awards, performance-based RSU awards and stock option grants with the intent to satisfy the requirements for the “performance-based compensation” exception in order to allow the compensation of its Named Executive Officers in excess of the Section 162(m) limit to be deductible. However, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact satisfies such requirements.
Effective for fiscal years beginning after December 31, 2017, amendments to Section 162(m) generally repealed the exception for “performance-based compensation” and modified the definition of “covered employees” to include the CFO and certain former Named Executive Officers of the Company. In making future compensation decisions, the Compensation Committee intends to take into account any available grandfather provisions to preserve the deductibility of previously granted compensation under the amendments to Section 162(m). However, due to the repeal of the exceptions under Section 162(m) described above, effective for fiscal years beginning after December 31, 2017, compensation paid to our covered executive officers in excess of the $1 million limit under Section 162(m) will generally not be deductible.
60 Broadridge 2019 Proxy Statement
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Non-GAAP Financial Measures
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial MeasuresBroadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
5. Additional Benefits
Retirement Plans
See “Pension Benefits” and “Non-Qualified Deferred Compensation” on pages 82 and 83 in this Proxy Statement, respectively, for further information regarding Broadridge’s retirement plans. Benefits and Perquisites
See the All Other Compensation table on page 78 of this Proxy Statement for more information regarding the perquisites provided to the NEOs. |
Certain financial results in the Proxy Summary and the 2019 Financial Performance Highlights sections are Non-GAAP financial measures. These Non-GAAP measures include Adjusted EBT and Adjusted EPS, and they should be viewed in addition to, and not as a substitute for, our reported results.
|
|
Our Non-GAAP Adjusted earnings results exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance.
|
|
Our Non-GAAP Adjusted EBT and Adjusted EPS measures for fiscal year 2019 excluded:
|
•
| Amortization of Acquired Intangibles and Purchased Intellectual Property
|
•
| Acquisition and Integration Costs
|
|
Our Non-GAAP Adjusted EBT and Adjusted EPS measures for fiscal year 2018 excluded:
|
•
| Amortization of Acquired Intangibles and Purchased Intellectual Property
|
•
| Acquisition and Integration Costs
|
•
| Tax Act items
|
•
| Gain on Sale of Securities
|
|
Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on pages 26 and 27 of the Annual Report to Stockholders accompanying this Proxy Statement, which can also be found on our website at www.broadridge.com, for more information on the use of these Non-GAAP financial measures and a reconciliation of these Non-GAAP measures to their most directly comparable GAAP measures.
|
|
|
Explanation of Compensation Adjusted Non-GAAP Financial Measures
|
|
We use a variety of performance metrics when setting the incentive compensation performance goals at the beginning of the fiscal year. These metrics are:
|
|
•
| Compensation Adjusted EBT – annual cash incentive award
|
|
•
| Closed Sales – annual cash incentive award
|
|
•
| Compensation Adjusted Fee-Based Revenues – annual cash incentive award
|
|
•
| Compensation Adjusted EPS – performance-based RSUs
|
|
|
As a consequence of the importance of Non-GAAP financial measures in managing our business, the Compensation Committee utilizes certain Non-GAAP measures in the executive officer compensation process. The Compensation Committee may further adjust these metrics as set forth in the 2018 Omnibus Plan to ensure that the measurement of performance reflects factors that management can directly control and so payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business.
|
|
Compensation Adjusted EBT is defined as the Company’s GAAP EBT, as adjusted by $94 million to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. In calculating achievement of this goal, pre-set adjustments were also applied by the Compensation Committee to exclude the impact of:
|
|
•
| Reorganization and restructuring programs to the extent they result in aggregate net gain, loss, change or expense in excess of $6 million ($4 million on an after-tax basis)
|
|
•
| Acquisitions or divestitures closed during the fiscal year and not included in the operating plan
|
|
•
| Foreign currency exchange gains and losses to the extent they vary from the Company’s operating plan by more than $2 million
|
75 |
Broadridge 2019 Proxy Statement 61
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| | Broadridge
2022 Proxy Statement |
Closed Salesis the total recurring fee revenue closed sales in the fiscal year. Closed sales represent an estimate of the expected recurring annual fee revenues for new client contracts that were signed by Broadridge in the current reporting period. Closed sales does not include event-driven or distribution activity. A sale is considered closed when the Company has received the signed client contract. The amount of the Closed sale is an estimate of annual revenues based on client volumes or activity. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed Sales. Consequently, an adjustment is made (either positive or negative) to the total recurring revenue closed sales amount that reflects changes to the actual products and services delivered to clients using trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.
|
|
Executive Compensation Adjusted Fee-Based Revenuesare the Company’s total annual revenues, less distribution revenues that consist primarily of postage-related fees. In calculating achievement of this goal, pre-set adjustments were applied to exclude the impact of: |
|
•
| Foreign currency exchange gains and losses to the extent they vary from the Company’s operating plan
|
| | |
•
| Acquisitions or divestitures closed during the fiscal year and not included in the operating plan
|
|
Compensation Adjusted EPS is defined as the Company’s GAAP EPS, as adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, as further adjusted to exclude the impact of the items specified by the Compensation Committee. In scoring the achievement of fiscal years 2018 and 2019 performance-based RSUs, the Compensation Committee applied its pre-set adjustments to exclude the impact of:
|
|
•
| The effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results
|
|
•
| Litigation or claim judgments or settlements (for purposes of calculating fiscal year 2019 Compensation Adjusted EPS)
|
|
•
| Any variance in the actual impact of the excess tax benefits arising from stock-based compensation on EPS in a fiscal year from the planned impact of $0.21 and $0.17 per share in fiscal year 2018 and fiscal year 2019, respectively
|
|
•
| Reorganization and restructuring programs to the extent such programs resulted in aggregate net expenses in excess of $6 million
|
|
•
| Acquisitions that closed during the fiscal years that were not included in the Company’s operating plan
|
|
•
| Foreign currency exchange gains or losses to the extent they vary from the Company’s operating plan by more than $2 million
|
Severance Plans
Broadridge has a CIC Plan and a separate Officer Severance Plan covering all executive officers, which includes all NEOs. These plans were put in place 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 84 of this Proxy Statement for further information regarding the CIC Plan and the Officer Severance Plan. Compensation Committee ReportCOMPENSATION 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
20192022 Proxy Statement and be incorporated by reference in the
20192022 Form 10-K.
Compensation Committee of the Board of Directors
Alan J. Weber, Chair
Robert N. Duelks
Maura A. Markus
| | | Compensation Committee of the Board of Directors |
| | | Maura A. Markus, Chair
Brett A. Keller
Annette L. Nazareth |
62 Broadridge 2019 Proxy Statement
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Executive Compensation
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
Summary CompensationName and
Principal Position | Year | Salary | Stock
Awards(1) | Option
Awards(2) | Non-Equity
Incentive Plan
Compensation(3) | Change in
Pension Value(4) | All Other
Compensation(5) | Total |
Timothy C. Gokey | | 2019 | | $ | 776,250 | | $ | 1,937,706 | | $ | 2,208,262 | | $ | 1,434,109 | | $ | 879,184 | | $ | 50,483 | | $ | 7,285,994 | |
President and CEO | | 2018 |
| $ | 633,450 |
| $ | 993,392 |
| $ | 1,031,792 |
| $ | 1,050,886 |
| $ | 411,543 |
| $ | 49,844 |
| $ | 4,170,907 | |
| | 2017 | | $ | 615,000 | | $ | 776,407 | | $ | 816,087 | | $ | 968,218 | | $ | 518,158 | | $ | 45,547 | | $ | 3,739,417 | |
Richard J. Daly | | 2019 | | $ | 855,580 | | $ | 3,400,116 | | $ | 3,254,294 | | $ | 1,273,136 | | $ | 1,476,870 | | $ | 67,125 | | $ | 10,327,121 | |
Executive Chairman, | | 2018 | | $ | 923,782 | | $ | 3,056,698 | | $ | 3,174,775 | | $ | 1,926,004 | | $ | 2,062,901 | | $ | 72,335 | | $ | 11,216,495 | |
Former CEO | | 2017 | | $ | 896,875 | | $ | 2,235,249 | | $ | 2,349,348 | | $ | 1,792,134 | | $ | 1,846,078 | | $ | 46,479 | | $ | 9,166,163 | |
James M. Young | | 2019 | | $ | 586,202 | | $ | 947,096 | | $ | 906,544 | | $ | 615,934 | | | — | | $ | 126,887 | | $ | 3,182,663 | |
Corporate Vice | | 2018 | | $ | 560,023 | | $ | 840,580 | | $ | 873,060 | | $ | 630,541 | | | — | | $ | 127,327 | | $ | 3,031,531 | |
President and CFO | | 2017 | | $ | 543,711 | | $ | 541,124 | | $ | 568,781 | | $ | 565,488 | | | — | | $ | 114,108 | | $ | 2,333,212 | |
Christopher J. Perry | | 2019 | | $ | 616,025 | | $ | 1,420,003 | | $ | 413,755 | | $ | 1,036,590 | | | — | | $ | 174,819 | | $ | 3,661,192 | |
Corporate Senior | | 2018 | | $ | 598,082 | | $ | 356,560 | | $ | 370,382 | | $ | 1,129,137 | | | — | | $ | 173,967 | | $ | 2,628,128 | |
Vice President, | | 2017 | | $ | 580,662 | | $ | 329,383 | | $ | 346,207 | | $ | 1,133,092 | | | — | | $ | 158,174 | | $ | 2,547,518 | |
Global Sales, Marketing and Client Solutions | | | | | | | | | | | | | | | | | | | | | | | | |
Robert Schifellite | | 2019 | | $ | 607,807 | | $ | 647,492 | | $ | 619,692 | | $ | 814,149 | | $ | 1,253,252 | | $ | 62,740 | | $ | 4,005,132 | |
Corporate Senior | | 2018 | | $ | 580,662 | | $ | 509,450 | | $ | 529,114 | | $ | 912,653 | | $ | 597,405 | | $ | 42,992 | | $ | 3,172,276 | |
Vice President, | | 2017 | | $ | 557,917 | | $ | 423,483 | | $ | 445,135 | | $ | 776,363 | | $ | 817,837 | | $ | 60,082 | | $ | 3,080,817 | |
ICS | | | | | | | | | | | | | | | | | | | | | | | | |
Adam D. Amsterdam | | 2019 | | $ | 490,065 | | $ | 476,433 | | $ | 456,048 | | $ | 437,948 | | $ | 589,313 | | $ | 56,056 | | $ | 2,505,863 | |
Corporate Vice | | | |
President and | | | |
General Counsel | | | |
| | Timothy C. Gokey
CEO | | | 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 | |
| | 2020 | | | $895,833 | | | — | | | $2,867,291 | | | $2,705,097 | | | $1,468,800 | | | $1,170,499 | | | $41,888 | | | $9,149,408 | |
| | Edmund L. Reese
CFO | | | 2022 | | | $625,000 | | | — | | | $809,684 | | | $799,559 | | | $615,049 | | | — | | | $113,285 | | | $2,962,577 | |
| | 2021 | | | $352,308 | | | $528,000 | | | $1,599,377 | | | $375,602 | | | $369,044 | | | — | | | $36,308 | | | $3,260,639 | |
| | Christopher J. Perry
President | | | 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 | |
| | 2020 | | | $637,085 | | | — | | | $427,725 | | | $846,985 | | | $1,043,630 | | | — | | | $160,424 | | | $3,115,849 | |
| | Robert Schifellite SVP, ICS | | | 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 | |
| | 2020 | | | $630,539 | | | — | | | $655,702 | | | $618,611 | | | $856,299 | | | $1,295,668 | | | $55,286 | | | $4,112,105 | |
| | Keir D. Gumbs(7)
CVP, Chief Legal Officer | | | 2022 | | | $512,500 | | | | | | $4,947,445 | | | $552,847 | | | $498,699 | | | | | | $37,071 | | | $6,548,562 | |
| (1)
| Reflects performance-basedMr. 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. |
(2)
| Reflects PRSUs and time-based RSUs granted under the 2007 Omnibus Award Plan and the 2018 Omnibus Plan. Amounts in this column represent the aggregate grant date fair value of the PRSUs and RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192022 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 performance-based RSUsPRSUs granted in fiscal year 20192022 assuming achievement of the highest level of performance is: $2,906,559 (Mr. Gokey); $5,100,174 (Mr. Daly); $1,420,644 (Mr. Young); $648,432 (Mr. Perry); $971,238 (Mr. Schifellite);Mr. Gokey: $5,552,554; Mr. Reese: $1,214,526; Mr. Perry: $1,526,732; Mr. Schifellite: $1,231,835; and $714,649 (Mr. Amsterdam). Mr. Gokey’sGumbs: $5,227,276. Mr. Reese's fiscal year 20192021 amount also includes a one-time performance-basedPRSU award and time-based RSU awardawards granted in connection with his promotion to the role of CEO.hiring. Mr. Perry’sGumbs' fiscal year 20192022 amount also includes a specialone-time time-based RSU awardawards with a fair value of $4,387,622 granted in connection with his hiring to partially make him whole for retention purposes.incentive compensation forfeited upon his departure from his former employer. |
| (2)(3)
| 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 seeSee Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192022 Consolidated Financial Statements, 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. |
| (3)(4)
| Represents annual cash incentive cash compensation based on performance of the Named Executive OfficersNEOs during the corresponding fiscal year, which was paid to the Named Executive OfficersNEOs in the following fiscal year. |
| (4)(5)
| Represents changes in the actuarial present value of the Named Executive Officer’sNEOs’ benefit under the SORP. The present value of accumulated benefits decreased for fiscal year 2022 for both Mr. Gokey and Mr. Schifellite due to significant changes in the discount rate from 2.90% to 4.82%. Mr. Gokey's change in pension value is ($282,182) and Mr. Schifellite's change is ($730,755). See “Pension Benefits”the Pension Benefits table for a discussion of the SORP and development of the actuarial present value. |
(6)
| (5) | Please seeSee the All Other Compensation table on page 6478 of this Proxy Statement for additional information. |
(7)
| Mr. Gumbs was appointed the Company's Chief Legal Officer effective July 27, 2021. |
Broadridge 2019 Proxy Statement 63
TABLE OF CONTENTS
Executive Compensation
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
All Other CompensationName | Year | Perquisites
and other
Personal
Benefits(A) | Tax
Reimbursements(B) | Company
Contributions
to Defined
Contribution
Plans(C) | Insurance
Premiums(D) | Matching
Charitable
Contributions(E) | Total |
Timothy C. Gokey | | 2019 | | $ | 19,409 | | $ | 1,250 | | $ | 18,340 | | $ | 1,484 | | $ | 10,000 | | $ | 50,483 | |
| | 2018 | | $ | 19,141 | | $ | 1,250 | | $ | 18,013 | | $ | 1,440 | | $ | 10,000 | | $ | 49,844 | |
| | 2017 | | $ | 16,425 | | | — | | $ | 17,685 | | $ | 1,437 | | $ | 10,000 | | $ | 45,547 | |
Richard J. Daly | | 2019 | | $ | 24,643 | | $ | 1,250 | | $ | 26,740 | | $ | 1,492 | | $ | 13,000 | | $ | 67,125 | |
| | 2018 | | $ | 34,330 | | $ | 1,250 | | $ | 26,263 | | $ | 1,492 | | $ | 9,000 | | $ | 72,335 | |
| | 2017 | | $ | 16,924 | | $ | 1,250 | | $ | 25,785 | | $ | 1,520 | | $ | 1,000 | | $ | 46,479 | |
James M. Young | | 2019 | | $ | 20,189 | | $ | 1,250 | | $ | 99,120 | | $ | 1,328 | | $ | 5,000 | | $ | 126,887 | |
| | 2018 | | $ | 17,333 | | $ | 1,250 | | $ | 91,916 | | $ | 1,328 | | $ | 15,500 | | $ | 127,327 | |
| | 2017 | | $ | 14,043 | | $ | 1,250 | | $ | 87,492 | | $ | 1,323 | | $ | 10,000 | | $ | 114,108 | |
Christopher J. Perry | | 2019 | | $ | 20,980 | | $ | 1,250 | | $ | 141,176 | | $ | 1,413 | | $ | 10,000 | | $ | 174,819 | |
| | 2018 | | $ | 20,070 | | $ | 1,250 | | $ | 141,262 | | $ | 1,385 | | $ | 10,000 | | $ | 173,967 | |
| | 2017 | | $ | 18,810 | | $ | 1,250 | | $ | 126,731 | | $ | 1,383 | | $ | 10,000 | | $ | 158,174 | |
Robert Schifellite | | 2019 | | $ | 21,249 | | $ | 1,250 | | $ | 28,840 | | $ | 1,401 | | $ | 10,000 | | $ | 62,740 | |
| | 2018 | | $ | 3,309 | | | — | | $ | 28,325 | | $ | 1,358 | | $ | 10,000 | | $ | 42,992 | |
| | 2017 | | $ | 18,903 | | $ | 1,250 | | $ | 28,583 | | $ | 1,346 | | $ | 10,000 | | $ | 60,082 | |
Adam D. Amsterdam | | 2019 | | $ | 20,089 | | $ | 1,250 | | $ | 23,501 | | $ | 1,216 | | $ | 10,000 | | $ | 56,056 | |
| | Timothy C. Gokey | | | 2022 | | | $20,046 | | | — | | | $22,265 | | | $2,040 | | | $10,000 | | | $54,351 | |
| | 2021 | | | $13,512 | | | — | | | $23,444 | | | $2,041 | | | $10,000 | | | $48,997 | |
| | 2020 | | | $13,334 | | | — | | | $16,844 | | | $1,710 | | | $10,000 | | | $41,888 | |
| | Edmund L. Reese | | | 2022 | | | $21,370 | | | — | | | $79,960 | | | $1,955 | | | $10,000 | | | $113,285 | |
| | 2021 | | | $8,808 | | | — | | | $16,389 | | | $1,111 | | | $10,000 | | | $36,308 | |
| | Christopher J. Perry | | | 2022 | | | $23,550 | | | — | | | $163,092 | | | $2,020 | | | $10,000 | | | $198,662 | |
| | 2021 | | | $15,000 | | | — | | | $160,853 | | | $1,989 | | | $10,000 | | | $187,842 | |
| | 2020 | | | $20,100 | | | $1,250 | | | $127,416 | | | $1,658 | | | $10,000 | | | $160,424 | |
| | Robert Schifellite | | | 2022 | | | $24,544 | | | — | | | $33,703 | | | $2,028 | | | $10,000 | | | $70,275 | |
| | 2021 | | | $13,875 | | | — | | | $32,045 | | | $1,975 | | | $10,000 | | | $57,895 | |
| | 2020 | | | $14,284 | | | — | | | $29,355 | | | $1,647 | | | $10,000 | | | $55,286 | |
| | Keir D. Gumbs | | | 2022 | | | $17,620 | | | — | | | $14,300 | | | $1,651 | | | $3,500 | | | $37,071 | |
(A)
| (A) | For all Named Executive Officers, other thanFiscal year 2022 amounts for Mr. Perry, representsGokey and Mr. Schifellite include actual costs to the Company of leasing automobiles used for personal travel, automobile insurance and other maintenance costs. ForFiscal year 2022 amounts for Mr. Reese, Mr. Perry representsand Mr. Gumbs include a car allowance paid by the Company. For Mr. Gokey (fiscal years 2018 and 2019), Mr. Daly, Mr. Young, Mr. Perry, Mr. Schifellite (fiscal years 2017 and 2019), and Mr. Amsterdam (fiscalall NEOs fiscal year 2019), this also includes an amount2022 amounts include amounts paid by the Company on behalf of their spouses or significant others who accompanied them on business travel. |
(B)
| (B) | For Mr. Gokey (fiscal years 2018 and 2019), Mr. Daly, Mr. Young, Mr. Perry, and Mr. Schifellite (fiscal years 2017 and 2019), and Mr. Amsterdam (fiscal year 2019) representsRepresents reimbursement of taxes up to $1,250 on amounts paid by the Company on behalf of their spouses or significant others who accompanied them on business travel. The Company ceased providing this payment in fiscal year 2021. |
| (C)
| Represents contributions made by the Company to the ERSP andand/or the 401(k) Plan.Plan on behalf of the NEOs. |
| (D)
| Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the Company.Company on behalf of the executives. |
| (E)
| Represents Company-paid contributions made to qualified tax-exempt organizations on behalf of the NEOs under the Matching Gift Program. Amounts shown reflect totalThe Company matchingmatches 100% of all contributions in each fiscal year, and therefore may be greater than themade by its executive officers to qualified tax-exempt organizations, up to a maximum Company contribution of $10,000 per calendar year maximum.year. |
64 Broadridge 2019 Proxy Statement
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Executive Compensation
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
Grants of Plan-Based Awards The following table sets forth information with respect to all plan-based awards granted to our Named Executive Officers in fiscal year
2019. Please see2022. See the Outstanding Equity Awards at Fiscal Year-End table for the outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30,
2019. | | Committee
Award
Date |
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards(1) |
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | Exercise
or Base
Price of
Option
Awards
($/Sh) | Grant Date
Fair Value
of Stock and
Option
Awards
($)(3) |
Name | Grant Date | Threshold
($) | Target
($) | Maximum
($) | Threshold
(#) | Target
(#) | Maximum
(#) |
Timothy C.
Gokey | | | | | | | $ | 612,500 | | $ | 1,225,000 | | $ | 2,450,000 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 5,035 | | | 10,070 | | | 15,105 | | | | | | | | | | | $ | 1,262,879 | |
| | 11/8/2018(5 | ) | | 11/8/2018 | | | | | | | | | | | | 3,280 | | | 6,560 | | | 9,840 | | | | | | | | | | | $ | 674,827 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 99,831 | | $ | 98.31 | | $ | 2,208,262 | |
Richard J.
Daly | | | | | | | $ | 543,750 | | $ | 1,087,500 | | $ | 2,175,000 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 13,556 | | | 27,112 | | | 40,668 | | | | | | | | | | | $ | 3,400,116 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 147,120 | | $ | 98.31 | | $ | 3,254,294 | |
James M.
Young | | | | | | | $ | 265,902 | | $ | 531,803 | | $ | 1,063,606 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 3,776 | | | 7,552 | | | 11,328 | | | | | | | | | | | $ | 947,096 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 40,983 | | $ | 98.31 | | $ | 906,544 | |
Christopher J. Perry | | | | | | | $ | 433,321 | | $ | 866,642 | | $ | 1,733,284 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 1,723 | | | 3,447 | | | 5,170 | | | | | | | | | | | $ | 432,288 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 18,705 | | $ | 98.31 | | $ | 413,755 | |
| | 2/11/2019(7 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | 10,246 | | | | | | | | $ | 987,714 | |
Robert
Schifellite | | | | | | | $ | 352,285 | | $ | 704,570 | | $ | 1,409,140 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 2,581 | | | 5,163 | | | 7,744 | | | | | | | | | | | $ | 647,492 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 28,015 | | $ | 98.31 | | $ | 619,692 | |
Adam D. Amsterdam | | | | | | | $ | 197,594 | | $ | 395,188 | | $ | 790,376 | | | | | | | | | | | | | | | | | | | | | | |
| | 10/1/2018(4 | ) | | 9/18/2018 | | | | | | | | | | | | 1,899 | | | 3,799 | | | 5,698 | | | | �� | | | | | | | $ | 476,433 | |
| | 2/11/2019(6 | ) | | 2/6/2019 | | | | | | | | | | | | | | | | | | | | | | | | 20,617 | | $ | 98.31 | | $ | 456,048 | |
2022.
| | Timothy C.
Gokey | | | | | | | | | $731,250 | | | $1,462,500 | | | $2,925,000 | | | | | | | | | | | | | | | | | | | | | | |
| | 01-Oct-2021(4) | | | 15-Sep-2021 | | | | | | | | | | | | 11,548 | | | 23,097 | | | 34,645 | | | | | | | | | | | | $3,701,756 | |
| | 14-Feb-2022(5) | | | 14-Feb-2022 | | | | | | | | | | | | | | | | | | | | | | | | 109,800 | | | $144.84 | | | $3,655,242 | |
| | Edmund L.
Reese | | | | | | | | | $267,750 | | | $535,500 | | | $1,071,000 | | | | | | | | | | | | | | | | | | | | | | |
| | 01-Oct-2021(4) | | | 15-Sep-2021 | | | | | | | | | | | | 2,526 | | | 5,052 | | | 7,578 | | | | | | | | | | | | $809,684 | |
| | 14-Feb-2022(5) | | | 14-Feb-2022 | | | | | | | | | | | | | | | | | | | | | | | | 24,018 | | | $144.84 | | | $799,559 | |
| | Christopher
J. Perry | | | | | | | | | $461,942 | | | $923,884 | | | $1,847,768 | | | | | | | | | | | | | | | | | | | | | | |
| | 01-Oct-2021(4) | | | 15-Sep-2021 | | | | | | | | | | | | 3,175 | | | 6,351 | | | 9,526 | | | | | | | | | | | | $1,017,875 | |
| | 14-Feb-2022(5) | | | 14-Feb-2022 | | | | | | | | | | | | | | | | | | | | | | | | 30,195 | | | $144.84 | | | $1,005,192 | |
| | Robert
Schifellite | | | | | | | | | $432,783 | | | $865,565 | | | $1,731,130 | | | | | | | | | | | | | | | | | | | | | | |
| | 01-Oct-2021(4) | | | 15-Sep-2021 | | | | | | | | | | | | 2,562 | | | 5,124 | | | 7,686 | | | | | | | | | | | | $821,223 | |
| | 14-Feb-2022(5) | | | 14-Feb-2022 | | | | | | | | | | | | | | | | | | | | | | | | 24,362 | | | $144.84 | | | $811,011 | |
| | Keir D.
Gumbs | | | | | | | | | $217,100 | | | $434,199 | | | $868,398 | | | | | | | | | | | | | | | | | | | | | | |
| | 16-Aug-2021(6) | | | 09-Aug-2021 | | | | | | | | | | | | | | | | | | | | | 8,079 | | | | | | | | | $1,424,732 | |
| | 16-Aug-2021(7) | | | 09-Aug-2021 | | | | | | | | | | | | | | | | | | | | | 12,209 | | | | | | | | | $2,129,616 | |
| | 16-Aug-2021(8) | | | 09-Aug-2021 | | | | | | | | | | | | | | | | | | | | | 4,848 | | | | | | | | | $833,274 | |
| | 01-Oct-2021(4) | | | 15-Sep-2021 | | | | | | | | | | | | 1,746 | | | 3,493 | | | 5,239 | | | | | | | | | | | | $559,823 | |
| | 14-Feb-2022(5) | | | 14-Feb-2022 | | | | | | | | | | | | | | | | | | | | | | | | 16,607 | | | $144.84 | | | $552,847 | |
| (1)
| Amounts consist of the threshold, target and maximum annual cash incentive award levels. 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 Named Executive Officers are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation table with respect to fiscal year 2019.2022. |
| (2)
| Amounts consist of the threshold, target and maximum performance-based RSUPRSU awards set in fiscal year 20192022 under the 2007 Omnibus Award Plan and the 2018 Omnibus 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 performance-based RSUs, excluding the effect of estimated forfeitures.PRSUs. See Note 13,15, “Stock-Based Compensation”Compensation,” to the 20192022 Consolidated Financial Statements, for a discussion of the relevant assumptions used in calculating these amounts. |
| (4)
| Represents annual performance-based RSUsPRSUs granted under the 20072018 Omnibus Award Plan on October 1, 20182021 that will vest and convert to shares of Common Stock on April 1, 2021,2024, provided that pre-set financial performance goals are met over the fiscal years 20192022 and 20202023 performance cycle. Named Executive Officerscycle and that the NEO remains employed by the Company through the vesting date. NEOs can earn from 0% to 150% of thetheir stated RSUPRSU award amount in shares. |
| (5) | Represents special performance-based RSUs granted on November 8, 2018 under the 2018 Omnibus Plan in connection with his promotion to the role of CEO that will vest and convert to Common Stock on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. Mr. Gokey can earn from 0% to 150% of the stated RSU award amount in shares. |
| (6)
| Represents a stock option award granted under the 2018 Omnibus Plan on February 11, 2019,14, 2022, that will vest ratably over the next four years on the anniversary of the date of grant. |
| (7)(6)
| Represents special time-based RSUs granted to Mr. Gumbs under the 2018 Omnibus Plan on February 11, 2019August 16, 2021 for retention purposes, thathis appointment as Chief Legal Officer. The awards vested on December 15, 2021. |
(7)
| Represents time-based RSUs granted to Mr. Gumbs under the 2018 Omnibus Plan on August 16, 2021 for his appointment as Chief Legal Officer. The awards vested on August 16, 2022. |
(8)
| Represents time-based RSUs granted to Mr. Gumbs under the 2018 Omnibus Plan on August 16, 2021 for his appointment as Chief Legal Officer. The awards will vest in full on February 11, 2020.August 16, 2023. |
Broadridge 2019 Proxy Statement 65
TABLE OF CONTENTS
Executive Compensation
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding
outstandingunexercised stock
option awardsoptions and unvested stock
and equity incentive plan awards
held byfor each of the Named Executive Officers as of June 30,
2019. | 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
of Stock
that Have
Not Vested
(#) | Market
Value of
Shares 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 | | 99,497 | | | — | | $ | 24.25 | | | 2/9/2022(2 | ) | | | | | | | | | | | | |
| | 115,738 | | | — | | $ | 22.27 | | | 2/11/2023(3 | ) | | | | | | | | | | | | |
| | 60,908 | | | — | | $ | 36.97 | | | 2/10/2024(4 | ) | | | | | | | | | | | | |
| | 72,222 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | |
| | 46,011 | | | 15,338 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | 29,697 | | | 29,698 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | 11,640 | | | 34,921 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 99,831 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | 15,375 | | $ | 1,963,080(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 15,105 | | $ | 1,928,606(11 | ) |
| | | | | | | | | | | | | | | | | | | | 9,840 | | $ | 1,256,371(12 | ) |
Richard J. Daly | | 52,084 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | |
| | 46,560 | | | 46,560 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | 85,493 | | | 85,493 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | 35,816 | | | 107,450 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 147,120 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | 47,311 | | $ | 6,040,668(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 40,668 | | $ | 5,192,490(11 | ) |
James M. Young | | 47,396 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | |
| | 34,509 | | | 11,503 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | 20,698 | | | 20,698 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | 9,849 | | | 29,549 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 40,983 | | $ | 98.31 | | | 2/11/2029(9 | ) | | 13,010 | | $ | 1,661,117(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 11,328 | | $ | 1,446,359(11 | ) |
Christopher J. Perry | | 9,722 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | |
| | 47,000 | | | — | | $ | 50.95 | | | 2/9/2025(13 | ) | | | | | | | | | | | | |
| | 7,668 | | | 7,669 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | 6,299 | | | 12,599 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | 4,178 | | | 12,536 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 18,705 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | 5,518 | | $ | 704,538(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 5,170 | | $ | 660,106(11 | ) |
| | | | | | | | | | | | | | 10,246 | | $ | 1,308,209(14 | ) | | | | | | |
Robert Schifellite | | 38,759 | | | — | | $ | 36.97 | | | 2/10/2024(4 | ) | | | | | | | | | | | | |
| | 43,611 | | | — | | $ | 50.95 | | | 2/9/2025(5 | ) | | | | | | | | | | | | |
| | 27,936 | | | 9,312 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | 16,198 | | | 16,199 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | 5,969 | | | 17,908 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 28,015 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | 7,885 | | $ | 1,006,757(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 7,744 | | $ | 988,754(11 | ) |
Adam D. Amsterdam | | — | | | 6,573 | | $ | 51.95 | | | 2/8/2026(6 | ) | | | | | | | | | | | | |
| | — | | | 10,799 | | $ | 67.32 | | | 2/10/2027(7 | ) | | | | | | | | | | | | |
| | — | | | 12,536 | | $ | 93.88 | | | 2/12/2028(8 | ) | | | | | | | | | | | | |
| | — | | | 20,617 | | $ | 98.31 | | | 2/11/2029(9 | ) | | | | | | | | | | | | |
| | | | | | | | | | | | | | 5,518 | | $ | 704,538(10 | ) | | | | | | |
| | | | | | | | | | | | | | | | | | | | 5,698 | | $ | 727,521(11 | ) |
| | 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) | | | | | | | | | | | | | |
| | 74,873 | | | 24,958 | | | $98.31 | | | 11-Feb-2029(6) | | | | | | | | | | | | | |
| | 62,938 | | | 62,939 | | | $117.34 | | | 04-Feb-2030(7) | | | | | | | | | | | | | |
| | 27,279 | | | 81,838 | | | $148.07 | | | 12-Feb-2031(8) | | | | | | | | | | | | | |
| | 0 | | | 109,800 | | | $144.84 | | | 14-Feb-2032(9) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 34,277 | | | $4,886,186(10) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | 23,097 | | | $3,292,477(11) | |
| | Edmund L. Reese | | | 3,031 | | | 9,093 | | | $148.07 | | | 12-Feb-2031(8) | | | | | | | | | | | | | |
| | 0 | | | 24,018 | | | $144.84 | | | 14-Feb-2032(9) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 1,721 | | | $245,329(12) | | | | | | | |
| | | | | | | | | | | | | | 988 | | | $140,839(13) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | 5,052 | | | $720,163(11) | |
| | Christopher J. Perry | | | 4,179 | | | 0 | | | $93.88 | | | 12-Feb-2028(5) | | | | | | | | | | | | | |
| | 13,562 | | | 4,677 | | | $98.31 | | | 11-Feb-2029(6) | | | | | | | | | | | | | |
| | 19,706 | | | 19,707 | | | $117.34 | | | 04-Feb-2030(7) | | | | | | | | | | | | | |
| | 7,719 | | | 23,157 | | | $148.07 | | | 12-Feb-2031(8) | | | | | | | | | | | | | |
| | 0 | | | 30,195 | | | $144.84 | | | 14-Feb-2032(9) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 9,699 | | | $1,382,592(10) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | 6,351 | | | $905,335(11) | |
| | Robert Schifellite | | | 10,611 | | | 0 | | | $50.95 | | | 09-Feb-2025(2) | | | | | | | | | | | | | |
| | 37,248 | | | 0 | | | $51.95 | | | 08-Feb-2026(3) | | | | | | | | | | | | | |
| | 32,397 | | | 0 | | | $67.32 | | | 10-Feb-2027(4) | | | | | | | | | | | | | |
| | 23,877 | | | 0 | | | $93.88 | | | 12-Feb-2028(5) | | | | | | | | | | | | | |
| | 21,011 | | | 7,004 | | | $98.31 | | | 11-Feb-2029(6) | | | | | | | | | | | | | |
| | 14,393 | | | 14,393 | | | $117.34 | | | 04-Feb-2030(7) | | | | | | | | | | | | | |
| | 6,243 | | | 18,732 | | | $148.07 | | | 12-Feb-2031(8) | | | | | | | | | | | | | |
| | 0 | | | 24,362 | | | $144.84 | | | 14-Feb-2032(9) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 7,845 | | | $1,118,305(10) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | 5,124 | | | $730,426(11) | |
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
| | Keir D. Gumbs | | | 0 | | | 16,607 | | | $144.84 | | | 14-Feb-2032(9) | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 12,209 | | | $1,740,393(14) | | | | | | | |
| | | | | | | | | | | | | | 4,848 | | | $691,082(15) | | | | | | | |
| | | | | | | | | | | | | | | | | | | | 3,493 | | | $497,927(11) | |
(1)
| Calculated using the closing stock price of our Common Stock on the last trading day of fiscal year 20192022 of $127.68$142.55 per share. |
| (2) | Represents annual stock options granted on February 9, 2012. 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. |
| (3) | Represents annual stock options granted on February 11, 2013. 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. |
66 Broadridge 2019 Proxy Statement
TABLE OF CONTENTS
| (4) | Represents annual stock options granted on February 10, 2014. 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. |
| (5) | Represents annual stock options granted on February 9, 2015. 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. |
| (6)(3)
| Represents annual stock options granted on February 8, 2016. 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. |
| (7)(4)
| Represents annual stock options granted on February 10, 2017. 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)(5)
| Represents annual stock options granted on February 12, 2018. 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)(6)
| Represents annual stock options granted on February 11, 2019. 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)(7)
| Represents annual performance-based RSUs awarded on October 2, 2017. Based on achievement against pre-set financial performance goals over the fiscal years 2018 and 2019 performance cycle, 120% of target shares were earned. These RSU awards will vest and convert to Common Stock on April 1, 2020. |
| (11) | Represents annual performance-based RSUs awarded on October 1, 2018. This RSU award will vest and convert to Common Stock on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. The Named Executive Officers can earn from 0% to 150% of their stated RSU award amount in shares. Due to above-target fiscal year 2019 performance, these amounts reflect estimated future payments at maximum achievement. |
| (12) | Represents special performance-based RSUs granted on November 8, 2018 under the 2018 Omnibus Plan in connection with his promotion to the role of CEO that will vest and convert to Broadridge shares on April 1, 2021, provided that pre-set financial performance goals are met over the fiscal years 2019 and 2020 performance cycle. Mr. Gokey can earn from 0% to 150% of the stated RSU award amount in shares. |
| (13) | Represents special stock options granted on February 9, 2015.4, 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. |
| (14)(8)
| Represents specialannual 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 PRSUs awarded on October 1, 2020, of which 140% were earned. These PRSUs will vest and convert to shares of Common Stock on April 1, 2023, subject to continued employment by the Company of the NEO through the vesting date. |
(11)
| Represents PRSUs awarded on October 1, 2021. This PRSU award will vest and convert to shares of Common Stock on April 1, 2024, provided that pre-set financial performance goals are met over the fiscal years 2022 and 2023 performance cycle, subject to continued employment by the Company of the NEO through the vesting date. The NEO can earn from 0% to 150% of their stated PRSU award amount in shares. |
(12)
| Represents time-based RSUs granted under the 2018 Omnibus Plan on February 11, 2019December 7, 2020 to Mr. Reese for retention purposes thathis appointment as Chief Financial Officer. This grant will vest in full on February 11, 2020.January 31, 2023. |
(13)
| Represents special PRSUs awarded on December 7, 2020 to Mr. Reese for his appointment as Chief Financial Officer, of which 140% were earned. These PRSUs will vest and convert to shares of Common Stock on April 1, 2023. |
(14)
| Represents time-based RSUs granted on August 16, 2021 to Mr. Gumbs for his appointment as Chief Legal Officer. This grant vested on August 16, 2022. |
(15)
| Represents time-based RSUs granted on August 16, 2021 to Mr. Gumbs for his appointment as Chief Legal Officer. This grant will vest on August 16, 2023. |
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Option Exercises and Stock Vested
The following table provides information regarding the number of
Broadridge stock options that were exercised by Named Executive Officers and the number of
PRSU and RSU awards that vested during fiscal year
2019,2022, and the value realized from the exercise or vesting of such awards.
| Stock Options(1) | Stock Awards and
Restricted Stock(2) |
Name | Number of
Shares Acquired
on Exercise
(#) | Value
Realized
on Exercise
($) | Number of
Shares Acquired
on Vesting
(#) | Value
Realized
on Vesting
($) |
Timothy C. Gokey | | — | | | — | | | 15,692 | | $ | 1,647,503 | |
Richard J. Daly | | 249,369 | | $ | 20,161,934 | | | 45,177 | | $ | 4,743,133 | |
James M. Young | | 37,197 | | $ | 3,202,505 | | | 10,936 | | $ | 1,148,171 | |
Christopher J. Perry | | — | | | — | | | 6,657 | | $ | 698,918 | |
Robert Schifellite | | 45,018 | | $ | 4,524,138 | | | 8,559 | | $ | 898,609 | |
Adam D. Amsterdam | | 21,707 | | $ | 1,418,118 | | | 5,705 | | $ | 598,968 | |
| | Timothy C. Gokey | | | 60,908 | | | $7,956,753 | | | 26,369 | | | $4,121,738 | |
| | Edmund L. Reese | | | — | | | — | | | 4,964 | | | $778,924 | |
| | Christopher J. Perry | | | 47,236 | | | $4,967,895 | | | 3,933 | | | $614,767 | |
| | Robert Schifellite | | | 33,000 | | | $4,033,958 | | | 6,030 | | | $942,549 | |
| | Keir D. Gumbs | | | — | | | — | | | 8,079 | | | $1,438,224 | |
| (1)
| The shares acquired on exercise represent shares of our Common Stock. The value realized upon the exercise of stock options equalsis determined using the difference between the salemarket price of Common Stock on the date of exercise and the exercise price of the stock options. |
| (2)
| RSUs convert to shares of Common Stock upon vesting. The value realized on vesting equals the number of RSUs multiplied by the closing price of Common Stock on the date of vesting. |
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The following table sets forth for each Named Executive Officer certain information with respect to the SORP, which provides for pension benefits in connection with retirement. Mr.
YoungPerry, Mr. Reese and Mr.
Perry areGumbs were not eligible to participate in this plan.
Name | Number of
Years of
Credited
Service(1)
(#) | Present
Value of
Accumulated
Benefit(2)
($) | Payments
During Last
Fiscal Year
($) |
Timothy C. Gokey | | 8.0 | | $ | 3,059,222 | | | — | |
Richard J. Daly | | 24.0 | | $ | 14,292,109 | | | — | |
James M. Young | | — | | | — | | | — | |
Christopher J. Perry | | — | | | — | | | — | |
Robert Schifellite | | 18.0 | | $ | 5,676,188 | | | — | |
Adam D. Amsterdam | | 12.0 | | $ | 2,458,150 | | | — | |
| | Timothy C. Gokey | | | 11 | | | $5,067,854 | | | — | |
| | Edmund L. Reese | | | — | | | — | | | — | |
| | Christopher J. Perry | | | — | | | — | | | — | |
| | Robert Schifellite | | | 21 | | | $7,266,477 | | | — | |
| | Keir D. Gumbs | | | — | | | — | | | — | |
(1)
| (1) | SORP-credited service is defined as complete calendar years. Years of service recognized under the SORP for Mr. Daly and Mr. Schifellite include credit for theirhis six years of service under ADP’sthe 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)
| (2) | Service credit and actuarial values are calculated as of June 30, 2019,2022, the pension plan’s measurement date for the last fiscal year. Actuarial values are based on the Mercer modified RP-2014 retiree white collar tables, adjusted to remove post-2007 projection factors with the Society of Actuaries (“SOA”) PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2018.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 Supplemental Officer Retirement Plan (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.
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
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.
Years of Credited Service | Vesting Percentage |
0-4 | 0% |
5 | 50% |
6 | 60% |
7 | 70% |
8 | 80% |
9 | 90% |
10 | 100% |
| | 0-4 | | | 0% | |
| | 5 | | | 50% | |
| | 6 | | | 60% | |
| | 7 | | | 70% | |
| | 8 | | | 80% | |
| | 9 | | | 90% | |
| | 10 | | | 100% | |
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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. DalyGokey and Mr. Schifellite are alsocurrently eligible for early retirement under the SORP.
Mr. Schifellite is credited with
thesix years of service
they accrued under the ADP SORP as of the date
Broadridgethe Company became an independent company from
ADP, 13 and six years, respectively.ADP. While the net effect of this increases the accrued benefit
they receivehe receives under the SORP, the benefits are offset by the amount of
theirhis vested, accrued benefits payable under the ADP SORP. The
amountsamount of the offset will continue to be the
obligationsobligation of ADP and
are as follows: $223,770 for Mr. Daly andis $25,916 for Mr. Schifellite.
Non-Qualified Deferred Compensation The following table presents contribution, earnings and balance information under the ERSP for our Named Executive Officers for fiscal year
2019:Name | Executive
Contributions
($)(1) | Registrant
Contributions
($)(2) | Aggregate
Earnings
($) | Aggregate
Withdrawals/
Distributions
($) | Aggregate
Balance at
June 30, 2019
($)(3) |
Timothy C. Gokey | | — | | | — | | | — | | | — | | | — | |
Richard J. Daly | | — | | | — | | | — | | | — | | | — | |
James M. Young | $ | 92,364 | | $ | 84,319 | | $ | 35,162 | | | — | | $ | 846,707 | |
Christopher J. Perry | $ | 205,468 | | $ | 128,064 | | $ | 93,367 | | | — | | $ | 1,746,689 | |
Robert Schifellite | | — | | | — | | | — | | | — | | | — | |
Adam D. Amsterdam | | — | | | — | | | — | | | — | | | — | |
| | Timothy C. Gokey | | | — | | | — | | | — | | | — | | | | |
| | Edmund L. Reese | | | $136,309 | | | $77,382 | | | $(38,884) | | | — | | | $330,610 | |
| | Christopher J. Perry | | | $366,458 | | | $144,706 | | | $(124,901) | | | $(317,779) | | | $2,635,724 | |
| | Robert Schifellite | | | — | | | — | | | — | | | — | | | — | |
| | Keir D. Gumbs | | | — | | | — | | | — | | | — | | | — | |
TABLE OF CONTENTS
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
(1)
| Represents the deferral of fiscal year 20192022 salary and non-equity incentive compensation which is reported in the Summary Compensation table for fiscal year 2019.2022. |
| (2)
| Represents Company contributions to the ERSP reported in the All Other Compensation column of the Summary Compensation table for fiscal year 2019.2022. |
| (3)
| This total reflects the cumulative value of each participant’sparticipant's deferrals including(including the fiscal year 20192022 non-equity incentive compensation deferrals of $61,593 for Mr. Young and $128,753$328,452 for Mr. Perry and $123,010 for Mr. Reese), as well as Company contributions and individual investment experience. The total includes executive and Company contributions of $554,426$2,337,717 for Mr. YoungPerry and $1,111,338$31,309 for Mr. PerryReese 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.
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The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to executive officerscertain executives who are not participants in the SORP (currently Mr. Young(Mr. Reese and Mr. Perry)Perry in fiscal year 2022). Eligible employees generally must be employed on December 31st31st to receive the employer contributions for that plan year.
Restoration basic contributioncontribution: :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 Restorationrestoration basic contribution.
Restoration matching contributioncontribution:: 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 contributioncontribution:: Executive officers 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 at leastby six months after the termination date.
Potential Payments upon a Termination or Change in Control The Company does not have any employment agreements with its Named Executive Officers that require severance payments upon termination of their employment. The Company maintains the
CICChange in Control Severance Plan
for Corporate Officers and Officer Severance Plan under which the Named Executive Officers 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 Named Executive Officer would receive under the Company’s compensation program upon various scenarios for termination of employment.
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
The tables include the amounts that the Named Executive Officers would receive as of June 30,
20192022 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 Named Executive Officers 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
6983 of this Proxy Statement.
Change in Control Severance Plan
and Enhancement AgreementThe CIC Plan
The Company maintains the CIC Plan for the payment of certain benefits to executive officers, including our Named Executive Officers, upon
terminationcertain qualifying terminations of employment from Broadridge following a change in control.
This section reflects the provisions of the CIC Plan as in effect on June 30, 2019 and not the Amended CIC Plan approved in September 2019.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 change in controlCIC (as defined below):
Compensation:The Named Executive Officers will receive 150% of their “current total annual compensation” (generally defined as the sum of (i) the greater of (a) the higherhighest rate of annual salary during the two most recent calendar years’ base salary amounts,year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) plus 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.
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RSU Vesting:100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within two years of termination. In addition, any stock that a participant would have been entitled to receive had performance goals been achieved atFor performance-based RSUs, vesting upon such termination (at target, in the Company’s performance-based RSU programs will be granted to the participant.
The CIC Plan provides for the following severance benefits upon a termination of employment without cause or for good reason if the termination occurs betweenCIC is during the second and third anniversary of a change in control:
Compensation: The executive officers will receive 100% of their “current total annual compensation” (as defined above).
Stock Option Vesting: 100% vesting of all unvested stock options that would have vested within one year after termination.
RSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within onefirst year of termination. In addition, in the case of performance-based RSUs for which the performance period, has ended, all earned but unvested stock for which vesting restrictions would have lapsed within oneor based on actual performance through the last completed fiscal quarter prior to the CIC, if the CIC occurs after the first year of termination, will vest.the performance period).
In addition, the Company will 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”
generally means: (A)conforms to the
acquisition of 35% or more of“change in control” to the
total combined voting power ofcorresponding definition in the
Company’s then outstanding securities; (B) the merger, consolidation or other business combination of the Company, subject to certain exceptions; or (C) the sale of all or substantially all of the Company’s assets, subject to certain exceptions.2018 Omnibus Plan.
For purposes of the CIC Plan, “cause” generally means the occurrence of any of the following events after a
change in controlCIC which is not cured within 15 days after
a participant provides 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
change in controlCIC which is not cured within 15 days after
a participant provides 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,
such as in the event a termination without cause occurs within three years after a change in control, 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.
Mr. Daly’s Enhancement Agreement
Mr. Daly entered into an Enhancement Agreement with the Company at the time of the Company’s spin-off from ADP, pursuant to which he is entitled to receive on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreement and the CIC Plan. Under the Enhancement Agreement, if a change in control occurs and Mr. Daly’s employment is terminated by the Company without “cause” or he resigns for “good reason” within two years after the change in control, he will receive a termination payment equal to 200% of his current total annual compensation (as defined above), or 150% of his current total annual compensation if the termination occurs between the second and third anniversary of the change in control.
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Executive Compensation
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Potential Change
ofin Control Payments
The following table sets forth the payments which each of our Named Executive Officers would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30,
20192022 without “cause” or by the executive for “good reason” within two years following a change in
control as well as between two and three years following a change in control.
Name / Form of Compensation | Within 2
Years after a
Change in Control | Between 2 and 3
Years after a
Change in Control |
Timothy C. Gokey | | | | | | |
Cash(1) | $ | 3,110,893 | | $ | 3,110,893 | |
Accelerated Vesting of Equity Awards(2) | $ | 11,152,883 | | $ | 5,147,331 | |
SORP(3) | $ | 2,455,966 | | $ | 2,455,966 | |
Total | $ | 16,719,742 | | $ | 10,714,190 | |
Richard J. Daly | | | | | | |
Cash(1) | $ | 5,668,138 | | $ | 4,251,104 | |
Accelerated Vesting of Equity Awards(2) | $ | 26,141,399 | | $ | 25,061,171 | |
SORP(3) | $ | 14,292,109 | | $ | 14,292,109 | |
Health Coverage(4) | $ | 15,000 | | $ | 15,000 | |
Total | $ | 46,116,646 | | $ | 43,619,384 | |
James M. Young | | | | | | |
Cash(1) | $ | 1,783,360 | | $ | 1,477,135 | |
Accelerated Vesting of Equity Awards(2) | $ | 6,948,237 | | $ | 3,790,730 | |
Total | $ | 8,731,597 | | $ | 5,267,865 | |
Christopher J. Perry | | | | | | |
Cash(1) | $ | 2,625,217 | | $ | 1,944,654 | |
Accelerated Vesting of Equity Awards(2) | $ | 4,767,192 | | $ | 3,252,313 | |
Total | $ | 7,392,409 | | $ | 5,196,967 | |
Robert Schifellite | | | | | | |
Cash(1) | $ | 2,185,767 | | $ | 1,675,737 | |
Accelerated Vesting of Equity Awards(2) | $ | 4,777,029 | | $ | 4,241,716 | |
SORP(3) | $ | 5,740,546 | | $ | 5,740,546 | |
Health Coverage(4) | $ | 158,000 | | $ | 158,000 | |
Total | $ | 12,861,342 | | $ | 11,815,999 | |
Adam D. Amsterdam | | | | | | |
Cash(1) | $ | 1,419,252 | | $ | 1,180,005 | |
Accelerated Vesting of Equity Awards(2) | $ | 3,368,434 | | $ | 1,820,818 | |
SORP(3) | $ | 2,467,828 | | $ | 2,467,828 | |
Health Coverage(4) | $ | 216,000 | | $ | 216,000 | |
Total | $ | 7,471,514 | | $ | 5,684,651 | |
| | Timothy C. Gokey | | | | |
| | Cash(1) | | | 4,300,013 | |
| | Vesting of Equity Awards(2) | | | 10,869,498 | |
| | SORP(3) | | | 5,285,861 | |
| | Health Coverage(4) | | | 200,000 | |
| | Total | | | 20,655,372 | |
| | Edmund L. Reese | | | | |
| | Cash(1) | | | 1,560,049 | |
| | Vesting of Equity Awards(2) | | | 1,106,331 | |
| | Total | | | 2,666,380 | |
| | Christopher J. Perry | | | | |
| | Cash(1) | | | 2,572,879 | |
| | Vesting of Equity Awards(2) | | | 2,991,651 | |
| | Total | | | 5,564,530 | |
| | Robert Schifellite | | | | |
| | Cash(1) | | | 2,416,870 | |
| | Vesting of Equity Awards(2) | | | 2,521,435 | |
| | SORP(3) | | | 7,391,306 | |
| | Health Coverage(4) | | | 60,000 | |
| | Total | | | 12,389,611 | |
| | Keir D. Gumbs | | | | |
| | Cash(1) | | | 1,323,699 | |
| | Vesting of Equity Awards(2) | | | 2,929,403 | |
| | Total | | | 4,253,102 | |
(1)
| Represents “current total annual compensation” as detailed above. |
In the event of a termination of employment within two years following a change in control, base salaries and annual cash incentives are calculated based on the terms of the CIC Plan for all NEOs, except Mr. Gokey and Mr. Daly. The annual cash incentive is the multiple of the average annual cash incentive paid in 2017 and 2018 (the last two completed calendar years).
For Mr. Gokey, in the event of a termination of employment within two years following a change in control, he will receive base salary and annual cash incentive payments as per the terms of the Officer Severance Plan.
In the event of a termination of employment between two and three years following a change in control, for all NEOs except Mr. Daly, the base salary and annual cash incentive amounts are calculated based on the Officer Severance Plan, as that plan provides the greater benefit.
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For Mr. Daly, in the event of a termination of employment following a change in control, base salary and annual cash incentive are calculated as per the Enhancement Agreement.
| (2)
| Represents the aggregate value of all unvested stock options and performance-based RSUsPRSUs vesting upon termination under the CIC Plan as detailed above for all NEOs, except Mr. Gokey, based on the closing price of our Common Stock on the last trading day of fiscal year 20192022 of $127.68$142.55 per share. |
If Mr. Gokey was to terminate between two to three years after a change in control, he would receive continued vesting of outstanding equity as per the Officer Severance Plan.
If Mr. Daly or Mr. Schifellite were to terminate between two to three years after a change in control, 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. In addition, Mr. Daly is eligible for full vesting of his performance-based RSU awards upon termination because he has reached age 65 based on his award agreements.
| (3)
| Mr. Daly is 100% vested in his SORP benefitGokey and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over 65. Mr. Schifellite isare 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192022 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.76%4.82% discount rate. |
| (4)
| Based on age and service, Mr. Daly,Gokey and Mr. Schifellite and Mr. Amsterdam 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, 20192022 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.21%4.56% discount rate. |
TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
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 benefits. 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 isare eligible for a full year’s cash incentive award
Continued vesting during the severance period of 24 months for the CEO and 18 months for the other Named Executive Officers of equity awards granted after the effective date of the Officer Severance Plan, with proration of performance-based restricted stock and RSUsPRSUs 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 severance period.
For purposes of the Officer Severance Plan,
as in effect on June 30, 2022, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B)
willfulwilful 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;
or (E) material breach of any confidentiality, non-solicitation and/or non-competition
agreements.agreements; or (F) violations of the Company’s Code of Conduct.
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Executive Compensation
| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
Potential Payments upon Involuntary Termination without Cause The following table sets forth the payments which each of our Named Executive Officers would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30,
20192022 without “cause.”
Name / Form of Compensation | Involuntary
Termination
without
Cause |
Timothy C. Gokey | | | |
Cash(1) | $ | 3,110,893 | |
Continued Vesting of Equity Awards(2) | $ | 9,293,384 | |
SORP(3) | $ | 2,455,966 | |
Total | $ | 14,860,243 | |
Richard J. Daly | | | |
Cash(1) | $ | 2,333,140 | |
Continued Vesting of Equity Awards(2) | $ | 25,061,171 | |
SORP(3) | $ | 14,292,109 | |
Health Coverage(4) | $ | 15,000 | |
Total | $ | 41,701,420 | |
James M. Young | | | |
Cash(1) | $ | 1,477,135 | |
Continued Vesting of Equity Awards(2) | $ | 3,790,730 | |
Total | $ | 5,267,865 | |
Christopher J. Perry | | | |
Cash(1) | $ | 1,944,654 | |
Continued Vesting of Equity Awards(2) | $ | 3,252,313 | |
Total | $ | 5,196,967 | |
Robert Schifellite | | | |
Cash(1) | $ | 1,675,737 | |
Continued Vesting of Equity Awards(2) | $ | 4,241,716 | |
SORP(3) | $ | 5,740,546 | |
Health Coverage(4) | $ | 158,000 | |
Total | $ | 11,815,999 | |
Adam D. Amsterdam | | | |
Cash(1) | $ | 1,180,005 | |
Continued Vesting of Equity Awards(2) | $ | 1,820,818 | |
SORP(3) | $ | 2,467,828 | |
Health Coverage(4) | $ | 216,000 | |
Total | $ | 5,684,651 | |
| | Timothy C. Gokey | | | | |
| | Cash(1) | | | 3,644,379 | |
| | Vesting of Equity Awards(2) | | | 10,869,498 | |
| | SORP(3) | | | 5,285,861 | |
| | Health Coverage(4) | | | 200,000 | |
| | Total | | | 19,999,738 | |
| | Edmund L. Reese | | | | |
| | Cash(1) | | | 1,560,049 | |
| | Vesting of Equity Awards(2) | | | 656,229 | |
| | Total | | | 2,216,278 | |
| | Christopher J. Perry | | | | |
| | Cash(1) | | | 2,084,715 | |
| | Vesting of Equity Awards(2) | | | 2,177,398 | |
| | Total | | | 4,262,113 | |
| | Robert Schifellite | | | | |
| | Cash(1) | | | 2,096,307 | |
| | Vesting of Equity Awards(2) | | | 2,064,919 | |
| | SORP(3) | | | 7,391,306 | |
| | Health Coverage(4) | | | 60,000 | |
| | Total | | | 11,612,532 | |
| | Keir D. Gumbs | | | | |
| | Cash(1) | | | 1,323,699 | |
| | Vesting of Equity Awards(2) | | | 2,618,198 | |
| | Total | | | 3,941,897 | |
(1)
| Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other Named Executive Officers and annual cash incentive award based on actual financial achievement for fiscal year 2019.2022. |
(2)
| (2) | RepresentsFor Mr. Reese, Mr. Perry and Mr. Gumbs, represents the aggregate value of all unvested stock options and performance-based RSUs 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 20192022 of $127.68$142.55 per share. IfFor Mr. Daly orGokey 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. In addition, Mr. Daly is eligible for full vesting of his performance-based RSU awards upon termination because he has reached age 65. |
| (3)
| Mr. Daly is 100% vested in his SORP benefitGokey and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over age 65. Mr. Schifellite isare 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192022 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.76%4.82% discount rate. |
| (4)
| Based on age and service, Mr. Daly,Gokey and Mr. Schifellite and Mr. Amsterdam 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 spousesspouse reach age 65. Actuarial values are calculated as of June 30, 20192022 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.21%4.56% discount rate. |
74 Broadridge 2019 Proxy Statement
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Executive Compensation
Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
Payments upon Other Termination of Employment Scenarios
The following table sets forth the payments which each of our Named Executive Officers would have received under various other termination scenarios under arrangements in effect on June 30,
2019.2022.
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 performance-based RSUs 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 performance-based RSUs, 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.
Name / Form of Compensation | Death | Disability | Voluntary
Termination or
Involuntary
Termination
with Cause | Retirement |
Timothy C. Gokey | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 10,825,767 | | $ | 10,825,767 | | | — | | | — | |
SORP(2) | $ | 1,227,983 | | $ | 4,592,228 | | $ | 2,455,966 | | $ | 2,455,966 | |
Total | $ | 12,053,750 | | $ | 15,417,995 | | $ | 2,455,966 | | $ | 2,455,966 | |
Richard J. Daly | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 25,134,643 | | $ | 25,134,643 | | | — | (4) | $ | 25,061,171 | |
SORP(2) | $ | 7,146,054 | | $ | 14,292,109 | | $ | 14,292,109 | | $ | 14,292,109 | |
Health Coverage(3) | | — | | $ | 15,000 | | $ | 15,000 | | $ | 15,000 | |
Total | $ | 32,280,697 | | $ | 39,441,752 | | $ | 14,307,109 | | $ | 39,368,280 | |
James M. Young | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 6,707,687 | | $ | 6,707,687 | | | — | | | — | |
Total | $ | 6,707,687 | | $ | 6,707,687 | | | — | | | — | |
Christopher J. Perry | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 4,649,854 | | $ | 4,649,854 | | | — | | | — | |
Total | $ | 4,649,854 | | $ | 4,649,854 | | | — | | | — | |
Robert Schifellite | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 4,609,257 | | $ | 4,609,257 | | | — | | $ | 4,241,716 | |
SORP(2) | $ | 2,870,273 | | $ | 7,289,583 | | $ | 5,740,546 | | $ | 5,740,546 | |
Health Coverage(3) | | — | | $ | 158,000 | | $ | 158,000 | | $ | 158,000 | |
Total | $ | 7,479,530 | | $ | 12,056,840 | | $ | 5,898,546 | | $ | 10,140,262 | |
Adam D. Amsterdam | | | | | | | | | | | | |
Vesting of Equity Awards(1) | $ | 3,251,096 | | $ | 3,251,096 | | | — | | | — | |
SORP(2) | $ | 1,233,914 | | $ | 3,559,963 | | $ | 2,467,828 | | $ | 2,467,828 | |
Health Coverage(3) | | — | | $ | 216,000 | | $ | 216,000 | | $ | 216,000 | |
Total | $ | 4,485,010 | | $ | 7,027,059 | | $ | 2,683,828 | | $ | 2,683,828 | |
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
| | Timothy C. Gokey | | | | | | | | | | | | | |
| | Cash(1) | | | — | | | — | | | — | | | — | |
| | Vesting of Equity Awards(2) | | | 9,473,506 | | | 9,473,506 | | | — | | | 10,869,498 | |
| | SORP(3) | | | 2,642,930 | | | 6,607,326 | | | 5,285,861 | | | 5,285,861 | |
| | Health Coverage(4) | | | — | | | 200,000 | | | 200,000 | | | 200,000 | |
| | Total | | | 12,116,436 | | | 16,280,832 | | | 5,485,861 | | | 16,355,359 | |
| | Edmund L. Reese | | | | | | | | | | | | | |
| | Cash(1) | | | — | | | — | | | — | | | — | |
| | Vesting of Equity Awards(2) | | | 1,066,131 | | | 1,066,131 | | | — | | | — | |
| | Total | | | 1,066,131 | | | 1,066,131 | | | — | | | — | |
| | Christopher J. Perry | | | | | | | | | | | | | |
| | Cash(1) | | | — | | | — | | | — | | | — | |
| | Vesting of Equity Awards(2) | | | 2,596,645 | | | 2,596,645 | | | — | | | — | |
| | Total | | | 2,596,645 | | | 2,596,645 | | | — | | | — | |
| | Robert Schifellite | | | | | | | | | | | | | |
| | Cash(1) | | | — | | | — | | | — | | | — | |
| | Vesting of Equity Awards(2) | | | 2,201,981 | | | 2,201,981 | | | — | | | 2,064,919 | |
| | SORP(3) | | | 3,695,653 | | | 7,780,322 | | | 7,391,306 | | | 7,391,306 | |
| | Health Coverage(4) | | | — | | | 60,000 | | | 60,000 | | | 60,000 | |
| | Total | | | 5,897,634 | | | 10,042,303 | | | 7,451,306 | | | 9,516,225 | |
| | Keir D. Gumbs | | | | | | | | | | | | | |
| | Cash(1) | | | — | | | — | | | — | | | — | |
| | Vesting of Equity Awards(2) | | | 2,929,403 | | | 2,929,403 | | | — | | | — | |
| | Total | | | 2,929,403 | | | 2,929,403 | | | — | | | — | |
(1)
| Represents the aggregate value of all unvested stock options and performance-based RSUsPRSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading day of fiscal year 20192022 of $127.68$142.55 per share. |
For a termination due to Retirement:
Mr. Daly is eligible for retirement treatment of all of his outstanding awards because he is over age 65. Accordingly, Mr. Daly’s performance-based RSU awards granted in 2017 and 2018 will vest in full regardless of termination reason (unless for cause) as per the terms of the award agreements.
Broadridge 2019 Proxy Statement 75
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Mr. Schifellite would not qualify for retirement treatment of his awards if he were to voluntarily terminate employment or if the Company terminated his employment with “cause,” but he would qualify for retirement treatment on his awards if the Company involuntarily terminated his employment without “cause.”
Mr. Gokey, Mr. Young, Mr. Perry and Mr. Amsterdam are not eligible for retirement treatment of their equity awards due to their ages.
| (2)
| Mr. Daly is 100% vested in his SORP benefitGokey and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service over age 65. Mr. Schifellite iswould 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 on 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. Mr. Amsterdam is 100% vested in his SORP benefits and Mr. Gokey is 80% vested in his SORP benefits, but based on their ages, they would commence receiving annual benefits at age 60. Those benefits would then be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 20192022 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the Mercer modified RP-2014SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.76%4.82% discount rate. |
| (3)(4)
| Based on age and service, Mr. Daly,Gokey and Mr. Schifellite and Mr. Amsterdam 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 spousesspouse reach age 65. Actuarial values are calculated as of June 30, 20192022 (measurement date for the last fiscal year) and are based on Mercer modified RP-2014the SOA PRI-2012 retiree white collarwhite-collar mortality tables, adjusted to remove post-2007 projection factors with the SOA generational mortality improvement projection scale MP-2018,MP-2021, and a 3.21%4.56% discount rate. |
| (4) | For Mr. Daly, due to his age a voluntary termination would be considered a “retirement” for purposes of his equity awards. Please see the retirement column for treatment of his equity awards.90 |
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Broadridge
2022 Proxy Statement | |
| | Executive Compensation | | | | |
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. We utilized Mr. Gokey’s CEO compensation for purposes of this analysis because he was our CEO on the date on which the median employee was selected. 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 2022 annual total compensation of Mr. Gokey was $10,083,235, which was determined by adding the Company’s cost of benefits for Mr. Gokey to the “Total” compensation shown for our CEO in “Summary Compensation” on page 77 of this Proxy Statement. |
The 2019 annual total compensation of Mr. Gokey was $7,399,052, which was determined by annualizing Mr. Gokey’s base salary to reflect a full year at his CEO base salary of $875,000, and we added the Company’s cost of benefits for Mr. Gokey.
The 20192022 annual total compensation of our median compensated employee was $69,912$64,515 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 20192022 was 105.8approximately 156 to 1.
The pay ratio was calculated in a manner consistent with Item 402(u) of SEC 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 collecting compensation data for all 11,31714,432 Broadridge employees, excluding employees in the countries listed below that, in the aggregate, comprise less than five percent of our global employee population (considered “de minimis” under SEC rules).
Applying the de minimis exemption, we excluded a total of 466693 employees in the following jurisdictions, which constituted all of our employees in each referenced jurisdiction: Australia (25)(27), Belgium (1)(3), Czech Republic (22)Brazil (9), Czechia (21), France (1)(126), Germany (40)(59), Hong Kong (26)(90), Ireland (75), Israel (19)Italy (17), Japan (49)(55), Thethe Netherlands (6)(8), Philippines (125), Poland (28), Russia (134)(64), Singapore (38)(56), and South Africa (2)Sweden (33).
We also excluded from this population independent contractors and temporary workers who are paid through a third party.
In total, we collected compensation data for employees in fourseven countries, comprising over 95% of our global employee population. These fourseven countries are: the U.S., India, Canada, United Kingdom, Russia, Romania and India.Ireland. Our calculation was comprised of a population of 10,85113,739 globally (after excluding the 466693 non-U.S. employees described above), of which 6,4877,127 were in the U.S. and 4,3646,612 were located outside the U.S.
76 Broadridge 2019 Proxy Statement
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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, 2019,2022, using total cash compensation earned and paid from May 1, 20182021 through April 30, 2019.2022. 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 20192022 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S. Dollarsdollars using a 12-month average through April 30, 2019.2022.
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| | Broadridge
2022 Proxy Statement |
| | Executive Compensation | | | | |
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“Summary Compensation” on page
6377 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
2019. For purposes of calculating the pay ratio, we annualized Mr. Gokey’s base salary to reflect a full year as CEO.Equity Compensation Plan Information
2022.| | Equity Compensation Plan Information | | | | |
The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2019.
Plan category | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a) | Weighted-average
exercise price
of outstanding
options, warrants
and rights | Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column(a)) |
Equity compensation plans approved by security holders(1) | | 4,201,614 | (2)(3) | $ | 63.85 | | | 9,255,930 | (4) |
Equity compensation plans not approved by security holders | | — | | | — | | | — | |
Total | | 4,201,614 | | $ | 63.85 | | | 9,255,930 | |
2022.
| | Equity compensation plans approved by security holders(1) | | | 2,706,685(2) | | | $102.34 | | | 7,331,420(3) | |
| | Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| | Total | | | 2,706,685 | | | $102.34 | | | 7,331,420 | |
| (1)
| The 2018 Omnibus Plan. |
| (2)
| This amount consists of stock options which have an average remaining term as of June 30, 20192022 of 6.626.35 years. This amount does not include 819,299outstanding unvested awards of: (i) 750,852 time-based RSUsRSUs; and 325,777 performance-based RSUs.(ii) 210,281 PRSUs. |
| (3) | Includes 2,433,913 shares which were rolled over from the Company’s 2007 Omnibus Award Plan into the 2018 Omnibus Plan. |
| (4)
| These shares can be issued as stock options, stock appreciation rights, restricted stock, RSUs and performance share or stock bonus awards under the 2018 Omnibus Plan. |
Broadridge 2019 Proxy Statement 77
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Report of the Audit Committee
The Audit Committee reports as follows:
The Company’s management has the primary responsibility for the Company’s financial statements and the reporting process, including disclosure controls and the system of internal control over financial reporting. The Audit Committee, in its oversight role has:
Reviewed and discussed the annual audited financial statements as of and for the fiscal year ended June 30, 2019 with management;
Broadridge
2022 Proxy Statement | • |
| | Report of the Audit Committee | |
| | The Audit Committee reports as follows: | |
| | The Company’s management has the primary responsibility for the Company’s financial statements and the reporting process, including disclosure controls and the system of internal control over financial reporting. The Audit Committee, in its oversight role has: | |
| | • Reviewed and discussed the annual audited financial statements as of and for the fiscal year ended June 30, 2022 with management; | |
| | • Discussed with the Company’s internal auditors and independent registered public accountants the overall scope of, and plans for, their respective audits and has met with the internal auditors and independent registered public accountants, separately and together, with and without management present, to discuss the Company’s financial reporting process and internal accounting controls in addition to other matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB(“PCAOB””), as may be modified or supplemented; | |
Received from the independent registered public accountants written disclosures and the letter regarding the independence of the independent registered public accountants required by the PCAOB, and has discussed with the independent registered accountants their independence from the Company and its management;
| | • Received from the independent registered public accountants written disclosures and the letter regarding the independence of the independent registered public accountants required by the PCAOB, and has discussed with the independent registered accountants their independence from the Company and its management; | |
| | • An established charter outlining the practices it follows. The Audit Committee’s charter is available on the Company’s Investor Relations website at broadridge-ir.comwww.broadridge-ir.com under the heading “Corporate Governance;”“Governance”; and | |
| | • | Procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accountants. The Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to authority delegated by the Audit Committee. For each category of proposed service, the independent registered public accountants are required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table on page 7995 of this Proxy Statement were authorized and approved by the Audit Committee in compliance with the pre-approval procedures described herein. | |
| | Based on the Audit Committee’s review and discussions with management and the Company’s independent registered public accountants as described in this report, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the fiscal year ended June 30, 2022, be included in the 2022 Form 10-K. | |
| | | | | Audit Committee of the Board of Directors* | |
| | | | | Pamela L. Carter, Chair
Robert N. Duelks
Melvin L. Flowers
Brett A. Keller
Maura A. Markus
Annette L. Nazareth
Thomas J. Perna
Amit K. Zavery | |
| | * Eileen K. Murray was appointed to the Audit Committee effective September 2022; therefore, she did not attend any Audit Committee meetings during fiscal year 2022. | |
Based on the Audit Committee’s review and discussions with management and the Company’s independent registered public accountants as described in this report, the Audit Committee recommended to the Board of Directors that the audited Consolidated Financial Statements as of and for the fiscal year ended June 30, 2019, be included in the 2019 Form 10-K.
Audit Committee of the Board of Directors
Pamela L. Carter, Chair
Robert N. Duelks
Brett A. Keller
Stuart R. Levine
Maura A. Markus
Thomas J. Perna
Alan J. Weber
78 Broadridge 2019 Proxy Statement
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Proposal 3 — Ratification of Appointment of Independent Registered
Public Accountants
| | Proposal 3 |
| | Ratification of Appointment of Independent Registered Public Accountants |
| | |
The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accountants. The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accountants for the Company and its subsidiaries for the fiscal year ending June 30, 2020. | | | | | The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accountants. The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accountants for the Company and its subsidiaries for the fiscal year ending June 30, 2023. | |
| | | | | | |
In determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountants for the upcoming fiscal year, the Audit Committee considered several factors including:
The performance of Deloitte & Touche LLP as the Company’s independent auditors since its retention when Broadridge became an independent public company in 2007, including the extent and quality of Deloitte and& Touche LLP’s communications with the Audit Committee, and feedback from management regarding Deloitte and& Touche LLP’s overall performance;
Deloitte & Touche LLP’s independence with respect to the services to be performed;
Deloitte & Touche LLP’s general reputation for adherence to professional auditing standards;
Deloitte & Touche LLP’s knowledge and expertise in handling the complexity of Broadridge’s global operations within its industry; and
Deloitte and& Touche LLP’s tenure as the independent registered public accountants for the Company and its subsidiaries which has contributed to higher audit quality due to the auditor’s deep understanding of Broadridge’s business, accounting policies and practices, and internal control over financial reporting.
The Audit Committee also confirms compliance with the partner rotation rules applicable to independent registered public accountants.
The current lead audit partner completed her rotation with the filing of the 2022 Form 10-K. The new lead audit partner was designated in 2022 to commence with the audit of the Company’s consolidated financial statements for the fiscal year ending June 30, 2023.TABLE OF CONTENTS
Broadridge
2022 Proxy Statement | |
| | Proposal 3—Ratification of Appointment of Independent Registered Public Accountants | | | | |
Fees for Services Provided by Independent Registered Public Accountants
Set forth below are the fees paid by the Company to its independent registered public accountants, Deloitte & Touche LLP, for the fiscal periods indicated. The Audit Committee believes that these expenditures are compatible with maintaining the independence of the Company’s registered public accountants. The Audit Committee pre-approved all such audit and non-audit services performed by our independent registered public accountants during the fiscal years ended June 30,
20192022 and
2018. | Fiscal Years ended June 30, |
Type of Fees ($ in thousands) | 2019 | 2018 |
Audit Fees(1) | $ | 4,582 | | $ | 4,771 | |
Audit-Related Fees(2) | | 4,429 | | | 4,187 | |
Tax Fees(3) | | 352 | | | 671 | |
All Other Fees(4) | | — | | | — | |
Total Fees(5) | $ | 9,362 | | $ | 9,629 | |
2021.
| | Audit Fees(1) | | | $5,174 | | | $5,158 | |
| | Audit-Related Fees(2) | | | $5,608 | | | $5,597 | |
| | Tax Fees(3) | | | $725 | | | $528 | |
| | All Other Fees(4) | | | $108 | | | $249 | |
| | Total Fees(5) | | | $11,615 | | | $11,532 | |
| (1)
| Audit Fees include professional services and expenses with respect to the auditaudits of the 2019 Consolidated Financial Statementsfiscal years 2022 and 2021 consolidated financial statements as well as the audit of the Company’s internal control over financial reporting, the reviews of financial statements included in its quarterly reports on Form 10-Q, and services in connection with statutory and regulatory filings (including those statutory audits performed on the Company’s operations located outside of the U.S.). |
| (2)
| Audit-Related Fees include professional services performed by the Company for ourits clients’ benefit on the design and/or effectiveness of the Company’s internal controls relative to the services the Company performs for its clients, and reviews of compliance with performance criteria established by the Company for the services the Company performs for its clients. |
| (3)
| Tax Fees include general tax services such as consulting on various tax projects or tax audits, preparing certain tax analyses and information reports included in various income tax return filings as well as filing with both the U.S. and Canadian tax authorities the intercompany cross border documentation requirements as part of the U.S. and Canada advance pricing agreement. |
| (4)
| All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |
| (5)
| Amounts may not sum due to rounding. |
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Proposal 3 — Ratification of Appointment of Independent Registered
Public Accountants
The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accountants is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte and& Touche LLP as our independent registered public accountants for the fiscal year ended 2020.2023. Stockholder ratification is not required by the By-laws or otherwise, but as a matter of good corporate governance practice, the Board has decided to ascertain the position of our stockholders on the appointment at the Annual Meeting. If our stockholders fail to ratify the selection, the Audit Committee may reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders.
Representatives of Deloitte & Touche LLP are expected to be present atattend the 20192022 Annual Meeting, with an opportunity to make a statement should they choose to do so, and to be available to respond to questions, as appropriate.questions.
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| | Broadridge
2022 Proxy Statement |
| | Proposal 3—Ratification of Appointment of Independent Registered Public Accountants | | | | |
The proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accountants will require the affirmative vote of a majority of the votes cast at the
20192022 Annual Meeting, in person or by proxy, and entitled to vote, provided that a quorum is present. Abstentions will be included in determining whether a quorum is present. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers have discretionary voting power with respect to this proposal.
Recommendation of the Board of Directors
The Board of Directors Recommends a Vote “FOR” the Proposal to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants to Audit the Company’s Consolidated Financial Statements for the Fiscal Year Ending June 30, 2020
| | The Board of Directors Recommends a Vote FOR the Proposal to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants to Audit the Company’s Consolidated Financial Statements for the Fiscal Year Ending
June 30, 2023 | |
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2022 Proxy Statement | |
| | Submission of Stockholder Proposals and Director Nominations | | | | |
Submission of Stockholder Proposals and Director Nominations
Proposals to be Included in 20202023 Proxy Statement
Any stockholder who desires to have a proposal considered for presentation at the
20202023 annual meeting of stockholders (the “
20202023 Annual Meeting”) and included in the proxy statement and form of proxy used in connection with our
20202023 Annual Meeting, must submit the proposal in writing
via mail or email to our Secretary so that it is received no later than
June 4, 2020.May 30, 2023. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.
Proxy Access Nominations to be Included in
20202023 Proxy Statement
Any stockholder (or group of up to 50 stockholders) meeting the Company’s continuous ownership requirements of three percent or more of the outstanding shares of Common Stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our
20202023 Annual Meeting and require the Company to include such nominees in the proxy statement and form of proxy, must submit such nomination and request no earlier than June
17, 202013, 2023 and no later than July
17, 2020.13, 2023.
However, if we do not hold our
20202023 Annual Meeting between October
15, 202011, 2023 and December
14, 2020,10, 2023, or if we do not hold our
20192023 Annual Meeting, notice of any director nomination must be delivered (i) not earlier than 130 days and not later than 90 days prior to our
20202023 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the
20202023 Annual Meeting to stockholders by mail or announce it publicly.
Nominations or Proposals Not Included in
20202023 Proxy Statement
If
Our By-laws contain provisions on the process by which a stockholder
seeks tomay nominate a candidate for election or to propose business for consideration at our
20202023 Annual Meeting but not have
itthat nomination or proposal included in our proxy statement for the
20202023 Annual
Meeting,Meeting. In order to make such a nomination, we must receive notice of the
proposaldirector nomination or
director nominationthe proposal no earlier than June
17, 202013, 2023 and no later than July
17, 2020.13, 2023.
However, if we do not hold our
20202023 Annual Meeting between October
15, 202011, 2023 and December
14, 2020,10, 2023, or if we do not hold our
20202023 Annual Meeting, notice of any proposal or director nomination must be delivered (i) not earlier than 130 days and not later than 90 days prior to our
20192023 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the
20192023 Annual Meeting to stockholders by mail or announce it publicly.
If we hold a special meeting of stockholders to elect directors, we must receive a stockholder’s notice of intention to introduce a nomination not less than the later of (i) 90 days nor more than 130 days prior to the special meeting, or (ii) 10 days after the date we provide notice of the special meeting to stockholders or announce it publicly.
Our By-laws contain provisions on the process by which a stockholder may nominate a director candidate, including the information required to be included in the notice
If any of
proposed nomination. If the noticesuch notices is not received between these dates
andor does not satisfy the additional notice requirements, the notice will be considered untimely and will not be acted upon at our
20202023 Annual
Meeting.Meeting or, as applicable, special meeting.
To comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2023 Annual Meeting must provide notice that sets forth the information required by Rule 14a–19 under the Exchange Act in addition to the information required under our By-laws.
Proxies solicited by the Board of Directors for the
20202023 Annual Meeting may give discretionary authority to vote on any untimely stockholder proposal or director nomination without express direction from stockholders giving such proxies.
Proposals, nominations and notices should be directed to the attention of the Company’s Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York
11042.11042, or by emailing our Secretary at CorporateSecretary@broadridge.com.
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| | Broadridge
2022 Proxy Statement |
About the Annual Meeting and These Proxy Materials| | About the Annual Meeting and These Proxy Materials | | | | |
What matters will be voted on at the Annual Meeting? The following matters will be voted on at the Annual Meeting:
| | ProposalPROPOSAL 1
| | | Election of 10the 12 nominees listed in this Proxy Statement to the Board of Directors to serve until the 20202023 Annual Meeting and until their successors are duly elected and qualified | | | | |
| | PROPOSAL 2 | | |
Proposal 2
| Advisory vote to approve the compensation of our Named Executive Officers as presented in this Proxy Statement | | | | |
| | PROPOSAL 3 | | |
Proposal 3
| Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 20202023 | | | |
| | |
Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof
|
In addition, the Board may transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
We do not expect any other items of business to be brought before the Annual Meeting because the deadlines for stockholder proposals and director nominations have already passed. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to the persons named on the proxy card to vote your shares with respect to any other matters that might be brought before the Annual Meeting. Those persons intend to vote the proxy in accordance with their best judgment.
When will the Annual Meeting take place?
The
20192022 Annual Meeting will take place on Thursday, November
14, 2019,10, 2022, at 9:00 a.m. Eastern Time.
How can I attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting. You will be able to attend online, vote, and submit questions during the Annual Meeting by visiting
www.virtualshareholdermeeting.com/BR19.virtualshareholdermeeting.com/BR22.
Why a virtual meeting?
We are excited to embrace the latest technology
The 2022 Annual Meeting will be our 14th completely virtual meeting of stockholders. Virtual meetings have allowed us to provide expanded access, improved communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world.
What if I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free:
1-855-449-0991,1-844-976-0738, or if calling internationally, please call:
1-720-378-5962.1-303-562-9301.
Who may vote at the Annual Meeting?
Holders of our Common Stock at the close of business on September 19, 201915, 2022 (the “Record Date”) may vote at the Annual Meeting. We refer to the holders of our Common Stock as “stockholders” throughout this Proxy Statement. Each stockholder is entitled to one vote for each share of Common Stock held as of the Record Date.
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2022 Proxy Statement | |
| | About the Annual Meeting and These Proxy Materials | | | | |
Stockholders at the close of business on the Record Date may examine a list of all stockholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days preceding the Annual Meeting, at our offices at 5 Dakota Drive, Lake Success, New York 11042 and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR22 when you enter the Control Number we have provided to you. Dissenters’ rights are not applicable to any of the matters being voted upon at the 20192022 Annual Meeting.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholders of Record.
You are a stockholder of record or registered stockholder if, at the close of business on the Record Date, your shares were registered directly in your name with Broadridge Corporate Issuer Solutions, Inc., our transfer agent.
Beneficial Owner.
You are a beneficial owner, if at the close of business on the Record Date, your shares were held by a brokerage firm, by a bank or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker, bank or nominee with instructions on how to vote your shares, your broker, bank or nominee will be able to vote your shares with respect to some of the proposals in this Proxy Statement, but not all. Please see the section entitledSee “What if I submit a proxy, but do not specify how my shares are to be voted?” for additional information.What do I need to do to attend the virtual Annual Meeting?
Broadridge will be hosting the Annual Meeting online. A summary of the information you need to attend the Annual Meeting online is provided below:
| • | Any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19 |
Any stockholder can attend the Annual Meeting by visiting virtualshareholdermeeting.com/BR22
We encourage you to access the Annual Meeting online prior to its start time
The Annual Meeting starts at 9:00 a.m. Eastern Time
Stockholders may vote electronically and submit questions online while attending the Annual Meeting
Please have the Control Number we have provided to you to join the Annual Meeting
Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at virtualshareholdermeeting.com/BR22
| • | Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/BR19 |
Questions regarding how to attend and participate in the Annual Meeting will be answered by calling 1-855-449-09911-844-976-0738 on the day of the Annual Meeting
A replay of the Annual Meeting will be available on our website through November 13, 202010, 2023
If I am unable to attend the virtual Annual Meeting, can I listen to the Annual Meeting by telephone?
Yes. Stockholders unable to access the Annual Meeting online will be able to call 1-877-328-2502 (domestically) or 1-412-317-5419 (internationally) and listen to the Annual Meeting if they provide their Control Number. Although stockholders accessing the Annual Meeting by telephone will be able to listen to the Annual Meeting and may ask questions during the Annual Meeting, you will not be considered present at the Annual Meeting and will not be able to vote unless you also attend the Annual Meeting online.
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2022 Proxy Statement |
| | About the Annual Meeting and These Proxy Materials | | | | |
Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of
a full set of printed proxy materials?Under rules adopted by the SEC, we are making this Proxy Statement available to our stockholders primarily through the Internet (“
Notice and Access”). On or about
October 2, 2019,September 27, 2022, we will mail the Notice regarding the Internet Availability of Proxy Materials (the “
Notice of Internet Availability”) to stockholders of our Common Stock at the close of business on the Record Date, other than those stockholders who previously requested electronic or paper delivery of communications from us. The Notice of Internet Availability contains instructions on how to access an electronic copy of our proxy materials, including this
20192022 Proxy Statement and our
20192022 Annual Report to Stockholders. The Notice of Internet Availability also contains instructions on how to request a paper copy of the proxy materials. We believe that this process will allow us to provide you with the information you need in a timely manner, while conserving natural resources and lowering the costs of printing and distributing our proxy materials.
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Can I vote my shares by filling out and returning the Notice regarding theof Internet Availability of Proxy Materials?
Availability?
No. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice
of Internet Availability and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information,
please see
the section entitled “
How do I vote my shares and what are the voting deadlines?”
Why didn’t I receive a Notice
of Internet Availability in the mail regarding the Internet Availability of the Proxy Materials?We are providing some of our stockholders, including stockholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice of Internet Availability. In addition, we are providing the proxy materials by e-mail to those stockholders who have previously elected delivery of the proxy materials electronically. Those stockholders should have received an e-mail containing a link to the website where those materials are available and a link to the proxy voting website.
Can I choose to receive future proxy materials by e-mail?
Yes. If you receive your proxy materials by mail, we encourage you to elect to receive future copies of proxy statements and annual reports by e-mail. To enroll in the online program, go to https://enroll.icsdelivery.com/BRand follow the enrollment instructions that apply depending on whether you are a stockholder of record (or registered stockholder) or beneficial owner of Common Stock. Upon completion of enrollment, you will receive an e-mail confirming the election to use the electronic delivery services. The enrollment in the online program will remain in effect for as long as your account is active or until enrollment is cancelled. Enrolling to receive proxy materials online will save Broadridge the cost of printing and mailing documents, as well as help preserve our natural resources.
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2022 Proxy Statement | |
| | About the Annual Meeting and These Proxy Materials | | | | |
How do I vote my shares and what are the voting deadlines?
Stockholders of Record.If you are a stockholder of record, there are several ways for you to vote your shares:
| • | | | | | | | | |
| | | | | | By Internet Using your Computer or Mobile Device Before the Meeting Date: Go to proxyvote.com/BR www.proxyvote.com/BRand vote until 11:59 p.m. Eastern Time on November 13, 2019.9, 2022. Have your proxy card in hand when you access the website and follow the instructions on the website. | | | |
| | | | | | | | | |
| | | | | | By Telephone: Call 1-800-690-6903 to vote by telephone until 11:59 p.m. Eastern Time on November 9, 2022. Have your proxy card in hand when you call and then follow the instructions. | | | |
| | | | | | | | | |
| | | | | | By Internet Using your Smartphone or Tablet: Scan the QR Code on the left and vote any time on proxyvote.com/BR until 11:59 p.m. Eastern Time on November 9, 2022. Have your proxy card in hand when you access the website and follow the instructions on the website. | | | |
| | | | | | | | | |
| | | | | | By Mail: If you received paper copies in the mail of the proxy materials and proxy card, mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. | |
By Telephone: Call 1-800-690-6903 to vote by telephone until 11:59 p.m.You may attend the Annual Meeting on Thursday, November 10, 2022, at 9:00 a.m. Eastern Time, on November 13, 2019. Have your proxy card in hand whenby visiting virtualshareholdermeeting.com/BR22, and you call and then followcan vote during the instructions.
By Mail: If you received paper copies inAnnual Meeting using the mail of the proxy materials and proxy card, mark, sign and date your proxy card and return it in the postage-paid envelopeControl Number we have provided.provided to you.
| • | By Internet During the Annual Meeting: You may attend the Annual Meeting on Thursday, November 14, 2019, at 9:00 a.m. Eastern Time by visiting www.virtualshareholdermeeting.com/BR19 and you can vote during the Annual Meeting using the Control Number we have provided to you. |
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or vote by Internet or telephone by the applicable deadline so that your vote will be counted if you later decide not to attend the Annual Meeting.
Beneficial Owners.
If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability or voting instructions from the broker, bank or other nominee holding your shares. You should follow the instructions in the Notice of Internet AvailablityAvailability or the voting instructions provided by your broker, bank or nominee in order to instruct your broker, bank or nominee on how to vote your shares. Notice and Access delivery of the proxy materials, and Internet and/or telephone voting, also will be offered to stockholders owning shares through most banks and brokers.You may also attend the Annual Meeting on Thursday, November
14, 2019,10, 2022, at 9:00 a.m. Eastern Time by visiting
www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR22 and vote during the Annual Meeting.
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| | Broadridge
2022 Proxy Statement |
| | About the Annual Meeting and These Proxy Materials | | | | |
Can I revoke or change my vote after I submit my proxy?
Stockholders of Record.If you are a stockholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:
Signing and returning a new proxy card with a later date
Submitting a later-dated vote by telephone or Internet at proxyvote.com/BR, because only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on November 9, 2022 will be counted
| • | Submitting a later-dated vote by telephone or Internet at www.proxyvote.com/BR, because only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on November 13, 2019 will be counted |
Delivering a timely written revocation to our Company’s Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing our Secretary at CorporateSecretary@broadridge.com, before the Annual Meeting
Attending the Annual Meeting by visiting virtualshareholdermeeting.com/BR22 and voting again
| • | Attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19 and vote again |
Beneficial Owners.If you are a beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow its instructions for changing your vote. Alternatively, you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/BR19virtualshareholdermeeting.com/BR22 and vote again.
What will happen if I do not vote my shares?
Stockholders of Record.
If you are the stockholder of record of your shares and you do not vote by telephone or mail, or through the Internet before or during the Annual Meeting, your shares will not be voted at the Annual Meeting.
Beneficial Owners.
If you are the beneficial owner of your shares and you do not instruct your broker, bank or other nominee how to vote your shares, your broker, bank or nominee may exercise its discretion to vote on some proposals at the Annual Meeting, but not all. Under the rules of the NYSE, your broker, bank or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1 and 2. However, your broker, bank or nominee does have discretion to vote your shares on routine matters such as Proposal 3.What if I submit a proxy, but do not specify how my shares are to be voted?
Stockholders of Record.If you are a stockholder of record and you submit a proxy card, but you do not provide voting instructions on the card, your shares will be voted:
ForFOR the election of the 1012 directors nominated by our Board of Directors and named in this Proxy Statement
ForFOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (the Say on Pay Vote)
ForFOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 20202023
In the discretion of the named proxies regarding any other matters properly presented for a vote at the Annual Meeting
Beneficial Owners.If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker, bank or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as Proposal 3, but do not have discretion to vote on non-routine matters such as Proposals 1 and 2. Therefore, if you do not provide voting instructions to your broker, bank or nominee, your broker, bank or nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting.
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2022 Proxy Statement | |
| | About the Annual Meeting and These Proxy Materials | | | | |
What is the effect of a broker non-vote?
Brokers, banks or other nominees who hold shares of our Common Stock for a
beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least 10 days prior to the Annual Meeting. A broker non-vote occurs when a broker, bank or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.
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About the Annual Meeting and These Proxy Materials
Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted as votes cast at the Annual Meeting. Therefore, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on any of the proposals to be considered at the Annual Meeting.
How many shares must be present or represented to conduct business at the Annual Meeting?
We need a quorum of stockholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date is represented at the Annual Meeting either in person or by proxy.
Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the Annual Meeting. On September
19, 2019,15, 2022, there were
114,452,500154,461,127 shares of Common Stock outstanding and entitled to vote (excluding
40,008,62736,815,867 treasury shares
that are not entitled to vote).
Your shares will be counted towards the quorum if you vote by mail, by telephone, or through the Internet either before or during the Annual Meeting. Abstentions and broker non-votes also will count towards the quorum requirement. If a quorum is not met, a majority of the shares present at the Annual Meeting may adjourn the Annual Meeting to a later date.
Can I confirm that my vote was cast in accordance with my instructions?
Stockholders of Record.
Our stockholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to soundbest corporate governance standardspractices and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on October 30, 2019,26, 2022, with the final vote tabulation available through January 14, 2020.10, 2023. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.com/proxyvote.com/BR
using the Control Number we have provided to you and receive confirmation on how your vote was cast.
Beneficial Owners.
If you hold your shares through a brokerage account, bank or other nominee, the ability to confirm your vote may be affected by the rules of your bank, broker or nominee and the confirmation will not confirm whether your bank, broker or nominee allocated the correct number of shares to you.Is my vote confidential?
Yes. All votes remain confidential, unless you provide otherwise.
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Common Stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of recordwho have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet
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| | Broadridge
2022 Proxy Statement |
| | About the Annual Meeting and These Proxy Materials | | | | |
Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
If you are a
stockholder of recordand would like to have separate copies of the Notice of Internet Availability or proxy materials mailed to you in the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call Broadridge at 1-866-540-7095, and we will cease householding all such documents within 30 days.
If you are a
beneficial owner,, information regarding householding of proxy materials should have been forwarded to you by your bank, broker or nominee.
However, please note that if you want to receive a paper proxy card or vote instruction form or other proxy materials for purposes of the
20192022 Annual Meeting, you should follow the instructions included in the Notice of Internet Availability that was sent to you.
Who will count the votes?
We have retained independent inspectors of election who will count the shares voted including shares voted during the Annual Meeting and will certify the election results.
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What happens if the Annual Meeting is adjourned or postponed?
Your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.
Who is paying for the costs of this proxy solicitation?
Your proxy is being solicited by and on behalf of the Board of Directors. The expense of preparing, printing and providing this proxy solicitation will be borne by the Company. The Company may retain
D.F. King & Co.a proxy solicitation firm to assist with the solicitation of proxies for a fee estimated not to exceed $20,000 plus reimbursement of reasonable out-of-pocket expenses. Also, certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview. Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. In accordance with the regulations of the SEC, banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company, as necessary, for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of Common Stock.
Copies of the proxy materials will be supplied to brokers and other nominees for the purpose of soliciting proxies from
beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
How can I find the results of the Annual Meeting?
Preliminary results will be announced at the Annual Meeting. Final results will be published in a
current reportCurrent Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
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2022 Proxy Statement | |
| | NON-GAAP FINANCIAL MEASURES | | | | |
| | Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures | |
| | Certain financial results in the “Proxy Summary” and “Select Performance Highlights” sections of this Proxy Statement are Non-GAAP financial measures. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, and Adjusted earnings per share. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. Please refer to the 2022 Form 10-K for terms not defined herein. | |
| | The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee of the Board of Directors incorporates Non-GAAP financial measures in the evaluation process for determining management compensation. | |
| | These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items: | |
| | • Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. | |
| | • Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. | |
| | • IBM Private Cloud Charges represent a charge on the hardware assets transferred to IBM and other charges related to the IBM Private Cloud Agreement. | |
| | • Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components:
○ Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities.
○ Covid-19 Related Expenses are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses. | |
| | • Russia-Related Exit Costs are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. | |
| | • Investment Gains represent non-operating, non-cash gains on privately held investments. | |
| | • Software Charge represents a charge related to an internal use software product that is no longer expected to be used. | |
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| | Broadridge
2022 Proxy Statement |
| | NON-GAAP FINANCIAL MEASURES | | | | |
| | • Gain on Acquisition-Related Financial Instrument represents a non-operating gain on a financial instrument designed to minimize the Company's foreign exchange risk associated with the Itiviti acquisition, as well as certain other non-operating financing costs associated with the Itiviti acquisition. | |
| | • Gain on Sale of a Joint Venture Investment represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments. | |
| | We exclude these items to provide us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company's capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets. | |
| | See the Appendix for the Reconciliation of these Non-GAAP measures to their most directly comparable GAAP measure. | |
| | Explanation of Compensation Adjusted Non-GAAP Financial Measures | |
| | We use a variety of performance metrics when setting the incentive compensation performance goals at the beginning of the fiscal year. For fiscal year 2022, these metrics were: | |
| | • Compensation Adjusted EBT—annual cash incentive award | |
| | • Closed Sales—annual cash incentive award | |
| | • Compensation Adjusted Fee-Based Revenues—annual cash incentive award | |
| | • Compensation Adjusted EPS—performance-based RSUs | |
| | As a consequence of the importance of Non-GAAP financial measures in managing our business, the Compensation Committee utilizes certain Non-GAAP measures in the executive officer compensation process. The Compensation Committee may further adjust these metrics, as set forth in the 2018 Omnibus Plan and reported in the Company’s financial statements, to ensure that the measurement of performance reflects factors that management can directly control and so payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business. | |
| | Compensation Adjusted EBT is defined as the Company’s GAAP EBT, as reported in the Company’s financial statements, adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. In calculating achievement of this goal, pre-set adjustments were applied by the Compensation Committee to exclude the impact of: | |
| | • Asset write-downs or gains | |
| | • Reorganization and restructuring programs to the extent they result in aggregate net gain, loss, charge or expense in excess of $11 million | |
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Broadridge
2022 Proxy Statement | |
| | NON-GAAP FINANCIAL MEASURES | | | | |
| | • Foreign exchange gains and losses whether or not disclosed as described above, based on the variance of (i) the actual impact of foreign exchange on earnings (“FX EBIT”) to (ii) the FX EBIT amount included in the Operating Plan finalized within the first 90 days of the performance period | |
| | • Expenses related to mitigating the impact of the Covid-19 pandemic on our operations and/or associates such as non-recurring non-executive bonuses, safety and medical expenditures and facility costs | |
| | Closed Sales is the total recurring fee revenue closed sales in the fiscal year. Closed sales represent an estimate of the expected recurring annual fee revenues for new client contracts that were signed by Broadridge in the current reporting period. Closed sales do not include event-driven or distribution activity. A sale is considered closed when the Company has received the signed client contract. The amount of the Closed sale is an estimate of annual revenues based on client volumes or activity. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved Closed sales. Consequently, an adjustment is made (either positive or negative) to the total recurring revenue closed sales amount that reflects changes to the actual products and services delivered to clients using trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance. | |
| | Compensation Adjusted Fee-Based Revenues are the Company’s total annual revenues, less distribution revenues (that primarily consist of postage-related fees) and the impact of foreign currency exchange on the Company’s revenues. | |
| | Compensation Adjusted EPS is defined as the Company’s GAAP EPS, as reported in the Company’s financial statements, adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, as further adjusted to exclude the impact of the items specified by the Compensation Committee. In scoring the achievement of fiscal years 2021 and 2022 performance-based RSUs, the Compensation Committee applied its pre-set adjustments to exclude the impact of: | |
| | • Asset write-downs | |
| | • Reorganization and restructuring programs to the extent they result in aggregate net gain, loss, charge or expense in excess of $6 million | |
| | • Acquisitions or divestitures closed during the fiscal year and not included in the operating plan | |
| | • Foreign exchange gains and losses whether or not disclosed as described above, based on the variance of (i) the actual impact of FX EBIT to (ii) the FX EBIT amount included in the Operating Plan finalized within the first 90 days of the performance period | |
| | • Expenses related to mitigating the impact of the Covid-19 pandemic on our operations and/or associates such as non-recurring non-executive bonuses, safety and medical expenditures and facility costs | |
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| | Broadridge
2022 Proxy Statement |
APPENDIX
Non-GAAP Reconciliation Tables
| | | | | | | | | | | | |
| | (Dollars in millions, except per share amounts) | | | | | | | | | | |
| | OPERATING INCOME
| | | | | | | | | | |
| | Operating income (GAAP) | | | $760 | | | $679 | | | $627 | |
| | Adjustments: | | | | | | | | | | |
| | Amortization of Acquired Intangibles and Purchased Intellectual Property | | | 250 | | | 154 | | | 123 | |
| | Acquisition and Integration Costs | | | 24 | | | 18 | | | 13 | |
| | IBM Private Cloud Charges | | | — | | | — | | | 32 | |
| | Real Estate Realignment and Covid-19 Related Expenses(a) | | | 30 | | | 45 | | | 2 | |
| | Russia-Related Exit Costs | | | 1 | | | — | | | — | |
| | Software Charge | | | — | | | 6 | | | — | |
| | Adjusted Operating income(Non-GAAP) | | | $1,066 | | | $902 | | | $795 | |
| | | | | | | | | | | | |
| | OPERATING INCOME MARGIN | | | | | | | | | | |
| | Operating income margin (GAAP) | | | 13.3% | | | 13.6% | | | 13.8% | |
| | Adjustments: | | | | | | | | | | |
| | Amortization of Acquired Intangibles and Purchased Intellectual Property | | | 4.4% | | | 3.1% | | | 2.7% | |
| | Acquisition and Integration Costs | | | 0.4% | | | 0.4% | | | 0.3% | |
| | IBM Private Cloud Charges | | | — | | | — | | | 0.7% | |
| | Real Estate Realignment and Covid-19 Related Expenses(a) | | | 0.5% | | | 0.9% | | | 0.1% | |
| | Russia-Related Exit Costs | | | 0.0% | | | — | | | — | |
| | Software Charge | | | — | | | 0.1% | | | — | |
| | Adjusted Operating income margin (Non-GAAP) | | | 18.7% | | | 18.1% | | | 17.5% | |
| | | | | | | | | | | | |
| | NET EARNINGS | | | | | | | | | | |
| | Net earnings (GAAP) | | | $539 | | | $548 | | | $462 | |
| | Adjustments: | | | | | | | | | | |
| | Amortization of Acquired Intangibles and Purchased Intellectual Property | | | 250 | | | 154 | | | 123 | |
| | Acquisition and Integration Costs | | | 24 | | | 18 | | | 13 | |
| | IBM Private Cloud Charges | | | — | | | — | | | 32 | |
| | Real Estate Realignment and Covid-19 Related Expenses(a) | | | 30 | | | 45 | | | 2 | |
| | Russia-Related Exit Costs | | | 1 | | | — | | | — | |
| | Software Charges | | | — | | | 6 | | | — | |
| | Investment Gains | | | (14) | | | (9) | | | — | |
| | Gain on Acquisition-Related Financial Instrument | | | — | | | (62) | | | — | |
| | Gain On Sale of a Joint Venture Investment | | | — | | | — | | | (6) | |
| | Subtotal of adjustments | | | 292 | | | 152 | | | 163 | |
| | Tax impact of adjustment(c) | | | (66) | | | (33) | | | (37) | |
| | Adjusted Net earnings (Non-GAAP) | | | $766 | | | $667 | | | $588 | |
| | | | | | | | | | | | |
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2022 Proxy Statement | |
| | DILUTED EARNINGS PER SHARE | | | | | | | | | | |
| | Diluted earnings per share (GAAP) | | | $4.55 | | | $4.65 | | | $3.95 | |
| | Adjustments: | | | | | | | | | | |
| | Amortization of Acquired Intangibles and Purchased Intellectual Property | | | 2.11 | | | 1.30 | | | 1.05 | |
| | Acquisition and Integration Costs | | | 0.21 | | | 0.15 | | | 0.11 | |
| | IBM private Cloud Charges | | | — | | | — | | | 0.27 | |
| | Real Estate Realignment and Covid-19 Related Expenses(b) | | | 0.26 | | | 0.38 | | | 0.02 | |
| | Russia-Related Exit Costs | | | 0.01 | | | — | | | — | |
| | Software Charge | | | — | | | 0.05 | | | — | |
| | Investment Gains | | | (0.12) | | | (0.07) | | | — | |
| | Gain on Acquisition-Related Financial instrument | | | — | | | (0.53) | | | — | |
| | Gain on Sale of Joint Venture Investment | | | — | | | — | | | (0.6) | |
| | Subtotal of Adjustments | | | 2.47 | | | 1.29 | | | 1.40 | |
| | Tax impact of adjustments(c) | | | (0.55) | | | (0.28) | | | (0.32) | |
| | Adjusted earnings per share (Non-GAAP) | | | $6.46 | | | $5.66 | | | $5.03 | |
Note: Amounts may not sum due to rounding.
(a)
| Real Estate Realignment Expenses were $23.0 million and $29.6 million for the fiscal years ended June 30, 2022 and 2021, respectively. Covid 19 Related Expenses were $7.5 million, $15.7 million and $2.4 million for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. |
(b)
| Real Estate Realignment Expenses impacted Adjusted earnings per share by $0.19 and $0.25 for the fiscal years ended June 30, 2022 and 2021, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share by $0.06, $0.13 and $0.02 for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. |
(c)
| Calculated using the GAAP effective tax rate, adjusted to exclude $18.1 million,$16.9 and $15.6 million of excess tax benefits (“ETB”) associated with stock-based compensation for the fiscal years ended June 30, 2022, 2021 and 2020, respectively. The tax impact of adjustments also excludes approximately $10.6 million of Acquisition and Integration Costs for the fiscal year ended June 30, 2021, which are not tax-deductible. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. |
Design compensation programs that do not
Provide tax gross-ups in the event of a change in
