SCHEDULE 14A(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934(Amendment No. )
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| Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
BROADRIDGE FINANCIAL SOLUTIONS, INC.(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
☒ | No fee required. | ||
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5 Dakota DriveLake Success, New York 11042
Dear Stockholders
| You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2020 Annual Meeting will be held on Thursday, November 19, 2020, at 9:00 a.m. Eastern Time. |
You are cordially invited tocan attend the 2017our virtual 2020 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2017 Annual Meeting will be held on Thursday, November 16, 2017, at 10:00 a.m. Eastern Time.
I am very pleased to note that we celebrated our 10-year anniversary of becoming a public company in 2017. This year’s annual meeting will be our ninth completely virtual meeting of stockholders. You will be able to attend the 2017 Annual Meeting,online, vote, and submit your questions during the meeting viaby visitingwww.virtualshareholdermeeting.com/BR20.
Broadridge delivered strong fiscal year 2020 operating and financial results in a challenging time. As we all know, the Internet by visiting broadridge.onlineshareholdermeeting.com.Covid-19 pandemic has thrown the world’s economies and markets into disarray, and its impact on people and communities, including our own, has been profound and continues to be felt. Add to that an increasing focus on the issue of racial injustice, and it is clear that we are in the midst of a unique moment in our history.
This is a moment that is testing the strength and resilience of both individuals and companies, and it has been inspiring to see Broadridge’s associates around the world stepping up, supporting our co-workers, clients, and families while staying engaged in our communities. While the pandemic prevented in-person annual shareholder meetings, Broadridge’s Virtual Shareholder Meeting solution enabled over 1,500 companies to hold their meetings this year.
At the meeting,our 2020 Annual Meeting, our stockholders will elect our Board of Directors. I am pleased that Pamela L. Carter, the former President of Cummins Distribution Business, a division of Cummins Inc., is our new candidate for election to the Board this year. We will conductDirectors and vote on several other important items of business at the meeting, anditems. I will report on our fiscal year 20172020 financial performance.performance at the meeting, and the members of the Board and I will also answer questions from our stockholders.
Whether or not you plan to attend the 20172020 Annual Meeting, please read our 20172020 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 20172020 Annual Report to Stockholders contains information about Broadridge and our financial performance.
Please provide your voting instructions by telephone or the Internet, telephone, 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 am very much lookinglook forward to our 2017 Annual Meeting of Stockholders.annual meeting, and I hope you will join us to hear more about Broadridge.
Sincerely,
Richard J. Daly
| Sincerely, | |
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| Timothy C. Gokey | |
| Chief Executive Officer
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October 6, 2020
Notice of Annual Meeting of Stockholders
The 2020 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Thursday, November 19, 2020, at 9:00 a.m. Eastern Time.
You can attend the 2020 Annual Meeting online, vote your shares, and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/BR20. Be sure to have the Control Number we have provided to you to join the meeting.
| At the meeting, stockholders will be
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| ● | Election of 10 nominees to the Board of Directors to serve until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified | ||
| ● | Advisory vote | ||
| ● | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2021 | ||
| ● | Stockholder Proposal on Political Disclosures | ||
| In addition, the Board of Directors may transact such other business as may properly come before the meeting | |||
Stockholders of record at the close of business on September 24, 2020 are entitled to vote at the 2020 Annual Meeting.
We began distributing a Notice of Internet Availability of Proxy Materials, the 2020 Proxy Statement, the 2020 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on October 6, 2020.
By Order of the Board of Directors, | ||||||||||||||||||
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| Maria Allen | ||||||||||||||||||
| Secretary | ||||||||||||||||||
October 6, 2020
Lake Success, New YorkOctober 2, 2017
Table of Contents |
Proposal 2—Advisory Vote to Approve | 49 |
| Executive Compensation | 51 |
| Compensation Discussion and Analysis | 51 |
| Summary Compensation | 78 |
| All Other Compensation | 79 |
| Grants of Plan-Based Awards | 80 |
| Outstanding Equity Awards at Fiscal Year-End | 81 |
| Option Exercises and Stock Vested | 82 |
| Pension Benefits | 83 |
| Non-Qualified Deferred Compensation | 84 |
| Potential Payments Upon a Termination or Change in Control | 85 |
| CEO Pay Ratio | 91 |
| Equity Compensation Plan Information | 92 |
| Report of the | 93 |
| 94 | |
| 97 | |
| Submission of Stockholder Proposals and Director Nominations | 101 |
| About the | 102 |
| BROADRIDGE 2020 PROXY STATEMENT | 1 |
| Proxy Statement for |
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “Company” or “Broadridge”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the "Board") for use at the 2020 Annual Meeting of Stockholders of the Company (the "2020 Annual Meeting" or the "Annual Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
| Annual Meeting of Stockholders | Time and Date | 9:00 a.m. Eastern Time, November 19, 2020 | |||||||||||||
| Attend Virtual Meeting | www.virtualshareholdermeeting.com/BR20 | ||||||||||||||
| Record Date | September 24, 2020 | ||||||||||||||
| Voting | Stockholders as of the
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The Annual Meeting will be a completely virtual meeting. You can attend online, vote, and submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/BR20.
| 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 2021), 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.
| PROPOSALS | MORE INFORMATION | BOARD’S RECOMMENDATION | BROKER DISCRETIONARY VOTING ALLOWED? | ABSTENTIONS AND BROKER NON-VOTES | VOTES REQUIRED FOR APPROVAL | |||||||||||||||||||||
| PROPOSAL 1 | Election of Directors | Page 13 | FOR Each Nominee | No | Do not count for all four proposals (no effect) | Majority of votes cast required for each proposal | ||||||||||||||||||||
| PROPOSAL 2 | Advisory Vote to Approve the Compensation of our
| Page 49 | FOR | No | ||||||||||||||||||||||
| PROPOSAL 3 | Ratification of Appointment of Independent Registered Public Accountants for Fiscal Year 2021 | Page 94 | FOR | Yes | ||||||||||||||||||||||
| PROPOSAL 4 | Stockholder Proposal on
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Vote Right Away
Broadridge 2017 Proxy Statement 1
Vote Right Away
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.
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The telephone and Internet voting facilities will close at 11:59 p.m. Eastern Time on November 18, 2020.
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/BR20 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 the section entitled “About the Annual Meeting and These Proxy Materials” beginning on page 102 for answers to common questions on the rules and procedures about the proxy and annual meeting process.
| BROADRIDGE 2020 PROXY STATEMENT | 3 |
| Proxy Statement 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 18)
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 18 of this Proxy Statement.
| DIRECTOR | PRIMARY OCCUPATION | COMMITTEE MEMBERSHIPS | DIRECTOR SINCE | |
 | Leslie A. Brun | Chairman and Chief Executive Officer, SARR Group, LLC | Lead Independent Director | 2007 |
 | Pamela L. Carter | Retired President, Cummins Distribution Business, division of Cummins Inc. | Audit—Chair Governance and Nominating | 2017 |
 | Richard J. Daly | Executive Chairman, Broadridge | 2007 | |
 | Robert N. Duelks | Former Executive, Accenture plc | Audit Governance and Nominating—Chair | 2009 |
 | Timothy C. Gokey | Chief Executive Officer, Broadridge | 2019 | |
 | Brett A. Keller | Chief Executive Officer, priceline.com LLC | Audit Compensation | 2015 |
 | Maura A. Markus | Former President and Chief Operating Officer, Bank of the West | Audit Compensation | 2013 |
 | Thomas J. Perna | Chairman of the Board of Trustees, Amundi Pioneer Mutual Fund Group | Audit Governance and Nominating | 2009 |
 | Alan J. Weber | Chief Executive Officer, Weber Group LLC | Audit Compensation—Chair | 2007 |
 | Amit K. Zavery | Vice President and Head of Platform for Google Cloud, Google, LLC | Audit | 2019 |
| 4 | BROADRIDGE 2020 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.
| BROADRIDGE 2020 PROXY STATEMENT | 5 |
| Proxy Statement Summary |
 | Race or Ethnicity:Mr. Brun, Ms. Carter and Mr. Zavery self-identify as racially or ethnically diverse. Mr. Brun identifies as Black/African American, Ms. Carter identifies as Black/African American, and Mr. Zavery identifies as Indian/South Asian. |
| 6 | BROADRIDGE 2020 PROXY STATEMENT |
| Proxy Statement Summary |
Our Corporate Governance Policies Reflect Best Practices (page 31)
The Company believes good governance is integral to achieving long-term stockholder 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 assure 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 including certain highlighted enhancements approved in 2020:
 | Board of Directors |
| Stockholder Rights |
| Executive Compensation |
| ► | Comprehensive Clawback Policy applicable in circumstances beyond financial restatements |
| • | Double-trigger Change in Control Plan Requires Termination Following Change in Control (“CIC”) |
| ► | Amended Change in Control Plan to Shorten Protection Period |
| • | Significant Portion of Named Executive Officers’ Target Total Direct Compensation (“TDC”) is Performance Based |
| BROADRIDGE 2020 PROXY STATEMENT | 7 |
| Proxy Statement Summary |
Covid-19 Response
As we navigate the Covid-19 pandemic, the well-being of our associates and our ability to fulfill our client service commitments are our highest priorities. We have taken numerous steps in support of these priorities, the most substantive of which are described below.
Our response began with a work-from-home policy at our Asia-Pacific facilities. As the pandemic became more widespread, we activated our global business continuity plan and instituted work-from-home mandates for all of our non-production associates worldwide. At the same time, we also took strong measures to ensure the safety of our production associates. Working closely with our on-site medical teams and third-party experts, we implemented the most stringent safety and disinfecting measures in our facilities to mitigate the spread of the virus. We removed economic pressure to work by providing extended leave for those who are ill, quarantined, or have a family member in a high-risk group.
Our resilient technology platforms processed remarkable market volumes and seamlessly managed extreme volatility during March and April, supporting our clients. We also supported companies’ commitment to get timely communications and disbursements to their customers and shareholders. From distributing billions of dollars of dividend checks, to sending and receiving voting information, to providing investors with timely trade confirmations and account statements, Broadridge kept open the essential flow of information from our clients to their customers.
Also, while the pandemic prevents in-person annual shareholder meetings, our technology and associates ensure that companies can conduct their annual meeting safely to enable continued shareholder engagement. Broadridge’s Virtual Shareholder Meeting solution enabled over 1,500 companies to hold their meetings during 2020.
This year, in response to the impact the Covid-19 pandemic and the global recession have had on the communities in which we operate, we have committed to make $1.5 million in charitable donations. Of that amount, we have made $1 million in grants to support charities and schools globally in 12 of our largest operating regions. These funds focus on organizations targeting hunger relief for vulnerable populations, as well as critical medical services and equipment and school equipment for remote learning. The remaining $500,000 supported the charitable giving of our associates to double-match charitable donations they made to Covid-19 related causes.
Sustainability (page 41)
Our sustainability framework includes strong corporate governance practices and policies in fostering a culture of integrity, managing a better performing and sustainable business and achieving long-term stockholder value, investment in our communities, promoting inclusion and diversity across our organization and among our 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 sustainability framework, we further our commitment to conducting our business effectively and with uncompromising honesty and integrity and find meaningful ways to engage with our communities.
Our 2020 Sustainability Report and information on our environmental, social and governance (“ESG”) efforts are available on our website at www. broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of this Proxy Statement.
| 8 | BROADRIDGE 2020 PROXY STATEMENT |
| Proxy Statement Summary |
Select Performance Highlights (page 53)
For more complete information about our financial performance, please review the Company’s annual report for the fiscal year ended June 30, 2020 on Form 10-K (the “2020 Form 10-K”).
In fiscal year 2020, despite the impact of the Covid-19 pandemic on our operations and the economic downturn, we achieved another year of strong financial performance, including 10% recurring fee revenue growth, 8% Non-GAAP Adjusted earnings per share (“EPS”) growth, and record closed sales results. These strong financial results enabled the Company to generate total shareholder return of 76% for the three-year period ended June 30, 2020, resulting in performance within the top quartile of companies in the S&P 500® Index (“S&P 500”) over the three-year period.
Company Performance Snapshot
| (1) | Note that the adjusted measures presented in this section are not presented in accordance with U.S. generally accepted accounting principles (“Non-GAAP”). For information on the
Company’s use of Non-GAAP financial measures, see ‘‘Non-GAAP Financial Measures’’ on |
| (2) | Our performance-based compensation uses Non-GAAP financial measures that are further adjusted as set forth in the 2018 Omnibus Award Plan. We refer to these measures as “Compensation Adjusted” measures. For information on the Company’s use of |
Nominees for Director (page 8)
| BROADRIDGE 2020 PROXY STATEMENT | 9 |
The following table provides summary information about each director 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 8.
Director Name | Age | Occupation | Independent | Director Since | ||
Leslie A. Brun | 65 | Chairman and CEO, SARR Group, LLC | Yes | (1) | 2007 | |
Pamela L. Carter | 68 | Retired President, Cummins Distribution Business, a division of Cummins Inc. | Yes | — | ||
Richard J. Daly | 64 | CEO, Broadridge | No | (2) | 2007 | |
Robert N. Duelks | 62 | Retired Executive, Accenture plc | Yes | 2009 | ||
Richard J. Haviland | 71 | Retired Chief Financial Officer, ADP | Yes | 2007 | ||
Brett A. Keller | 49 | CEO, Priceline.com | Yes | 2015 | ||
Stuart R. Levine | 70 | Chairman and CEO, Stuart Levine and Associates LLC | Yes | 2007 | ||
Maura A. Markus | 59 | Former President and COO, Bank of the West | Yes | 2013 | ||
Thomas J. Perna | 66 | Chairman, Board of Trustees, Pioneer Mutual Fund Group | Yes | 2009 | ||
Alan J. Weber | 68 | CEO, Weber Group LLC | Yes | 2007 | ||
Governance Highlights (page 16)
The Company believes good governance is integral to achieving long-term stockholder 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 assure 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
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Broadridge 2017 Proxy Statement Summary
10 | BROADRIDGE 2020 PROXY STATEMENT |
Select Performance Highlights (page 33)
(For more complete information about these topics, please review the Company’s Annual Report on Form 10-K.)
Business Highlights.
In fiscal year 2017, 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 93% for the three-year period ended June 30, 2017, which would have put Broadridge within the top quartile of companies in the S&P 500.
Stockholder Value Creation.
Actual Performance-Based Compensation of Named Executive Officers As a result of the Company’s strong financial performance in fiscal years 2019 and 2020, the Company’s executive officers listed in the Summary Compensation table of this Proxy Statement (“Named Executive Officers” or “4 Broadridge 2017 Proxy Statement Pay is Aligned to Company Performance (page 32)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 executive officers listed on the Summary Compensation Table on page 54 (the “NEONEOss””), earned the following performance-based cash incentive award and particularly the CEO, is heavily weighted towards variable, performance-based compensation.In line with the Company’s strong overall financial performancelong-term equity incentive award payouts (excluding stock options) in fiscal year 2017, the annual cash incentive payments for the Named Executive Officers ranged from 119% to 139% of their targets. In addition, because of our strong EPS performance in fiscal year 2017, performance-based RSU target awards were earned at 120% of their target amounts.The total direct compensation (“TDC”) of the Named Executive Officers increased in fiscal year 2017 due to the Company’s performance in this fiscal year, as well as in some cases, an increase in TDC targets2020 reflecting the Company’s strong performance in the prior fiscal year.performance.
Target Compensation for Named Executive Officers (page 36)
A summary of the fiscal year 2017 target TDC of the Named Executive Officers as approved by the Compensation Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table,table, which can be found on page 5478 of this Proxy Statement, and is not a substitute for such information.
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 as % of Target TDC | Target Value | Equity as % of Target TDC | Target TDC | ||||||||||||||||
Mr. Daly | $ | 901,250 | 13% | 165% | $ | 1,487,063 | 21% | $ | 4,750,000 | 67% | $ | 7,138,313 | ||||||||||||
Mr. Young | $ | 546,364 | 25% | 85% | $ | 464,409 | 21% | $ | 1,150,000 | 53% | $ | 2,160,772 | ||||||||||||
Mr. Gokey | $ | 618,000 | 20% | 130% | $ | 803,400 | 26% | $ | 1,650,000 | 54% | $ | 3,071,400 | ||||||||||||
Mr. Perry | $ | 583,495 | 28% | 140% | $ | 816,893 | 39% | $ | 700,000 | 33% | $ | 2,100,388 | ||||||||||||
Mr. Schifellite | $ | 566,500 | 27% | 115% | $ | 651,475 | 31% | $ | 900,000 | 42% | $ | 2,117,975 | ||||||||||||
| NAME | CASH INCENTIVE | LONG-TERM INCENTIVE | ||||||
| Cash Incentive Target ($) | Achievement as % of Target | Cash Incentive Payout ($) | Target at Time of Grant ($) | Target Units Granted October 1, 2018 | Long-Term Incentive (“LTI”) Achievement (%) | LTI Units Vesting April 1, 2021 |
Restricted | |
Timothy C. Gokey Chief Executive Officer (“CEO”) | $1,350,000 | 109% | $1,468,800 | $2,106,250 | 16,630(2) | 120% | 19,956 | $2,518,248 |
James M. Young Corporate Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”)(4) | $ 611,573 | 105% | $ 642,457 | $ 975,000 | 7,552 | 120% | 9,062 | $1,143,534 |
| Richard J. Daly Executive Chairman | $ 937,500 | 109% | $1,020,000 | $3,500,000 | 27,112(3) | 120% | 32,534 | $4,105,465 |
| Christopher J. Perry President | $ 896,974 | 116% | $1,043,630 | $ 445,000 | 3,447 | 120% | 4,136 | $ 521,922 |
Robert Schifellite Communication Solutions (“ICS”) | $ 729,230 | 117% | $ 856,299 | $ 666,500 | 5,163 | 120% | 6,195 | $ 781,747 |
| (1) | Based on the closing price of our Common Stock of $126.19 per share on June 30, 2020. |
| (2) | Mr. Gokey was appointed CEO in January 2019. Mr. Gokey’s long-term incentive target includes an award of 10,070 annual performance-based RSUs ($1,300,000) granted on October 1, 2018, while he was serving as Chief Operating Officer (“COO”), and an award of 6,560 performance-based RSUs ($806,250) granted on November 8, 2018, in recognition of his promotion to the role of CEO. |
| (3) | Mr. Daly’s October 1, 2018 annual performance-based RSU grant reflects the award granted while he was serving as CEO. |
| (4) | Mr. Young left the Company on August 31, 2020, therefore all of his unvested equity awards have been forfeited. |
Executive Total Compensation Mix (page 37)
| BROADRIDGE 2020 PROXY STATEMENT | 11 |
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.
Broadridge 2017 Proxy Statement 5
| Proxy Statement Summary |
ResponsePay is Aligned to Say on Pay Advisory Vote (page 29Company Performance (page 49)
Each year,
Broadridge’s compensation programs are designed to align the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers. At the 2016 annual meeting of stockholders, stockholders continued their strong supportinterests of our executive compensation program with over 95% of the votes cast in favor of the proposal. Based on the outcome of the annual advisory vote, the Compensation Committee believes that the Company’s current executive compensation program is alignedexecutives with the interests of our stockholders. For this reason, the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the coremix of compensation elements and pay-for-performance design of our executive compensation program for fiscal year 2017.
The Compensation Committee will continue to consider the outcome of the Company’s Say on Pay Votes and the views of our stockholders when making future compensation decisions for the Named Executive Officers.Officers, and particularly for the CEO, is heavily weighted towards variable, performance-based compensation.
This
As discussed in the 2020 Financial Performance Highlights section beginning on page 53 of this Proxy Statement, despite the operational challenges and general economic headwinds experienced as a result of the Covid-19 pandemic, Broadridge demonstrated another year of solid growth in addition to presentingfiscal year 2020.
In line with the Say on Pay proposalCompany’s strong overall financial performance in fiscal year 2020, the annual cash incentive payments for an advisory vote, the Company is requesting your non-binding vote on the frequency of holding an advisory vote to approve the compensation of its Named Executive Officers as disclosedranged from 105% to 117% of their targets. In addition, because of our strong EPS performance in this Proxy Statement (the Frequency Vote). Currently, the Say on Pay proposal is included every year. Recognizing stockholder expectationsfiscal years 2019 and market practice, the Board believes that holding the Say on Pay Vote every year is appropriate.2020, performance-based RSU awards were earned at 120% of their target amounts.
Ratification of Auditors (page 68)
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 2019 annual meeting of stockholders (the “2019 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 2020. |  | |
| 12 | BROADRIDGE 2020 PROXY STATEMENT |
We ask our stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the year ending June 30, 2018. Below is summary information about Deloitte & Touche LLP’s fees for 2017 and 2016.
Type of Fees ($ in thousands) | 2017 | 2016 | ||||
Audit Fees | $ | 4,474 | $ | 4,534 | ||
Audit-Related Fees | 3,286 | 2,994 | ||||
Tax Fees | 251 | 459 | ||||
All Other Fees | — | — | ||||
Total Fees | $ | 8,011 | $ | 7,987 | ||
6 Broadridge 2017 Proxy Statement
Proposal 1 — 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 2020 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 2019 Annual Meeting. |
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. | |
When seeking candidates as Board members, the 2017 Annual Meeting, tenGovernance 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 or emailing our Secretary at maria.allen@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 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.
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 backgrounds, skills and experience that the Governance and Nominating Committee has identified as desired in director candidates.
The Board's membership criteria and nomination procedures are set forth in the 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 8 to 12 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 elected, each of whom will serve until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified.a director. The Board has nominated the following individuals to serve ascandidate may also meet with other members of the Board of Directors: Leslie A. Brun, Pamela L. Carter, Richard J. Daly, Robert N. Duelks, Richard J. Haviland, Brett A. Keller, Stuart R. Levine, Maura A. Markus, Thomas J. Perna,Board. At the candidate's request, they may also meet with management. If the Governance and Alan J. Weber.
Each of the nominees, with the exception of Ms. Carter, currently serves onNominating Committee believes a candidate would be a valuable addition to the Board, and was elected byit will recommend that candidate's election to the stockholders at the 2016 Annual Meeting. Each nominee has consented to be nominated and to serve, if elected.full Board.
| BROADRIDGE 2020 PROXY STATEMENT | 13 |
| Proposal 1—Election of Directors |
Under the Company’sCompany'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("NYSE")” and the Securities and Exchange Commission (“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 of Directors 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’sNYSE's Listed Company Manual (the “"NYSE Listing Standards”Standards").
On August 2, 2017,4, 2020, the Board reviewed each director’sdirector'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 waswere determined to not be not independent because he isdue to their positions as our ChiefCEO and our Executive Officer.Chairman, respectively.
The Board and Governance and Nominating Committee seeks directorsconsider the following factors and principles in evaluating and selecting director nominees:
RELEVANT EXPERIENCE: The Board should include individuals with established strong professional reputations and experience in areas relevant to the strategy and operations of the Company’sCompany's businesses particularlysuch as technology services, or industries that Broadridge serves. Broadridge is a global fintech leader providing investor communications and technology-driven solutions to banks, broker-dealers, mutual funds and corporate issuers. Our services include investor and customer communications, securities processing, and data and analytics solutions. In short, we provide the infrastructure that helps the financial services industry operate. With over 50 years of experience, including 10 yearsserves such as an independent public company, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.
We serve a large and diverse client base across four client groups: capital markets, asset management, wealth management and corporations. 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 clients are typically publicly held companies. In addition to financial services firms, our customer communications business services other corporate clients in the healthcare, insurance, consumer finance, telecommunications, utilities, retail and other service industries with their essential communications.
Our directors’ skills, expertise, background and experiences encompass the areas of banking and financial services information processing services, technology services,
HIGH-LEVEL MANAGERIAL EXPERIENCE:Directors should have established strong professional reputations and providersexperience in positions with a high degree of servicesresponsibility 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 financial services industry,affairs of the Company in order to carry out their responsibilities
DIVERSE BACKGROUND:The Board should have a diverse composition, which could include members with diverse backgrounds and perspectives, including diverse professions, 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
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 which are areas importantthe 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 our Company’s businessesmodify such knowledge, skills, experiences and strategy.attributes it considers in the Board nomination process from time to time as it deems appropriate.
The biographies
| 14 | BROADRIDGE 2020 PROXY STATEMENT |
| Proposal 1—Election of Directors |
| BROADRIDGE 2020 PROXY STATEMENT | 15 |
| Proposal 1—Election of Directors |
Knowledge, Skills and Experience | |
 | Independence: "Independent" pursuant to the applicable rules of the NYSE and the SEC. |
 | Other Public Company Board: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 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. |
| 16 | BROADRIDGE 2020 PROXY STATEMENT |
| Proposal 1—Election of Directors |
| Race or Ethnicity:Mr. Brun, Ms. Carter and Mr. Zavery self-identify as racially or ethnically diverse. Mr. Brun identifies as Black/African American, Ms. Carter identifies as Black/African American, and Mr. Zavery identifies as Indian/South Asian. |
Each of the director nominees are set forth below. They contain information regarding the individual’s service as a director of the Company, business experience, 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 nominees for election as a director at the 20172020 Annual Meeting holds or has held senior executive positions in large, complex organizations, and mostmany hold or have held the role of chief executive officer. This experience 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 enables them to provide sound judgment concerning the issues facing a large public corporation in today’stoday's environment, provide oversight of these areas at the Company and evaluate our performance.
Broadridge 2017 Proxy Statement 7
Proposal 1 — Election of Directors
The Corporate Governance and Nominating Committee also believesPrinciples provide that each of the nominees has other key attributes that are important to an effective board: 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 excellent 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. In keeping with this commitment to diversity, four of our eight independent director nominees and believes that, as a group, the directors bring aare women or racially or ethnically diverse range of perspectives to the Board’s deliberations.individuals.
In addition to the above, the Governance and Nominating Committee also 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–Nomination Process” section of this Proxy Statement.
| 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 18-27 below to continue to serve as a director of the Company. |
| BROADRIDGE 2020 PROXY STATEMENT | 17 |
| Proposal 1—Election of Directors |
Information About the Nominees
 | Leslie A. Brun Age 68, 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. |
 | 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) | ||||
| 18 | BROADRIDGE 2020 PROXY STATEMENT |
Age 65, has served as Chairman of the Board since 2011 and has been a member of our Board of Directors since 2007.
Independent Chairman
Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. He is currently Vice Chairman and Senior Advisor of G100 Companies, a unique business partnership that combines the world’s best C-level learning communities with premier professional services firms. He has served as the Non-Executive Chairman of CDK Global, Inc., a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry, since 2014. Mr. Brun has served as a director of Merck & Co., Inc., a health care company, since 2008. In 2015, he was elected to the Board of Directors of Hewlett Packard Enterprise Company, after its spin-off from Hewlett Packard Company. From 2011 to 2013, he was Managing Director and head of Investor Relations 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 served as a director of Automatic Data Processing, Inc. (“ADP”), a provider of business outsourcing solutions and our former parent company, from 2003 to 2015, including serving as ADP’s Chairman of the Board from 2007 to 2015. Mr. Brun 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:
8 Broadridge 2017 Proxy Statement
| Proposal 1—Election of Directors |
 | Pamela L. Carter Age 71, 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. |
| 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) | ||||
| • | Hewlett Packard Enterprise Company, Director (since 2015) | ||||
| Former | |||||
| • | Spectra Energy Corp., Director (2007-2017) | ||||
| • | CSX Corp., Director (2010-2020) | ||||
| BROADRIDGE 2020 PROXY STATEMENT | 19 |
Proposal 1 — Election of Directors
Pamela L. Carter
Age 68
Independent Nominee
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 April 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 United States’ (the “U.S.”) sub-Saharan Africa Advisory Council. Ms. Carter currently serves on the Board of Directors of Enbridge Inc. following the merger of Spectra Energy Corp. and Enbridge in February 2017. She has served on Spectra’s Board since 2007. In addition, she is also on the Board of Directors of CSX Corp. where she has served since 2010, and she has been a member of the Board of Directors of Hewlett Packard Enterprise Company since 2015.
Specific experience, qualifications, attributes or skills:
Richard J. Daly
Age 64, is our Chief Executive Officer and has been a member of our Board of Directors since 2007.
Management
Mr. Daly has served as our Chief Executive Officer since we became an independent company in 2007. He also served as President of Broadridge from 2014 to 2017, when Timothy C. Gokey assumed the role. Prior to the 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP, as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President, he shared the responsibility of running the Brokerage Services Group and was directly responsible for our Investor Communication Solutions business. Mr. Daly joined ADP in 1989, as Senior Vice President of the Brokerage Services Group, following the acquisition by ADP of the proxy services business he founded. Mr. Daly served as a member of the Board of Directors of The ADT Corporation from January 2014 until May 2016, when it became a privately-held company. He is a member of the Advisory Board of the National Association of Corporate Directors (the “NACD”).
Specific experience, qualifications, attributes or skills:
Broadridge 2017 Proxy Statement 9
| Proposal 1—Election of Directors |
 | Richard J. Daly Age 67, 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 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) | ||||
| 20 | BROADRIDGE 2020 PROXY STATEMENT |
Proposal 1 — Election of Directors
Robert N. Duelks
Age 62, is a member of the Audit Committee and the Compensation Committee. Mr. Duelks has been a member of our Board of Directors 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 serves as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products. He is the former Chairman and a current member of the Board of Trustees of Gettysburg College, and previously served as a member of the Advisory Board for the Business School at Rutgers University.
Specific experience, qualifications, attributes or skills:
Richard J. Haviland
Age 71, is the Chair and a member of the Audit Committee and a member of the Governance and Nominating Committee. He has been a member of our Board of Directors since 2007.
Independent Director
Mr. Haviland served for 20 years in various executive and financial positions at ADP, most recently as its Chief Financial Officer and a member of its Executive Committee, retiring from ADP in 2001. His experience prior to ADP includes 11 years in the auditing and assurance practice of Touche Ross & Co., a predecessor firm of Deloitte & Touche LLP, a public accounting firm. Mr. Haviland is a former director of Bisys Group, Inc., a provider of outsourcing services to the financial services industry, where he served from 2004 until it was acquired in 2007.
Specific experience, qualifications, attributes or skills:
10 Broadridge 2017 Proxy Statement
| Proposal 1—Election of Directors |
 | Robert N. Duelks Age 65, 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 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 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 | ||||
| • | Extensive experience in global sales and marketing | ||||
| • | International business experience | ||||
| BROADRIDGE 2020 PROXY STATEMENT | 21 |
Proposal 1 — Election of Directors
Brett A. Keller
Age 49, is a member of the Audit Committee. He was appointed as a member of our Board of Directors in 2015.
Independent Director
Mr. Keller is the Chief Executive Officer of Priceline.com, a global online travel services company, where he has served in various capacities since 1999. Prior to his appointment as Chief Executive Officer in November 2016, he served as Interim Chief Executive Officer from June 2016. He previously served as Priceline.com’s Chief Operating Officer from January 1, 2016 to June 6, 2016, and as Chief Marketing Officer from January 2, 2002 to December 31, 2015. 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 the Company. Prior to joining Priceline.com, Mr. Keller served as a director of online travel services for Cendant Corporation, 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:
Stuart R. Levine
Age 70, is the Chair and a member of the Governance and Nominating Committee and a member of the Audit Committee. He has been a member of our Board of Directors since 2007.
Independent Director
Mr. Levine is the founder, and has served as the Chairman and Chief Executive Officer of Stuart Levine and Associates LLC, an international management consulting and leadership development company, since 1996. He is the founder, Chairman and Chief Executive Officer of EduLeader LLC, an interactive digital learning company. He previously served as the Lead Director of Gentiva Health Services, Inc., a provider of home healthcare services, where he served from 2000 to 2009, and as Lead Director of J. D’Addario & Company, Inc., a private manufacturer of musical instrument accessories, where he served from 2005 to 2016, and as Vice Chairman of the board of Northwell Health from 1999 to 2002. In addition, Mr. Levine is the bestselling author of “The Leader in You” (Simon & Schuster 2004), “The Six Fundamentals of Success” (Doubleday 2004) and “Cut to the Chase” (Doubleday 2007). In 2011, Mr. Levine was recognized as one of the top 100 directors in the U.S. by the NACD and was designated as one of 17 Governance Fellows by the NACD as a Board Leadership Fellow. He also served as a director of European American Bank from 1995 to 2001 and The Olsten Corporation, a provider of staffing solutions, from 1994 to 2000. From 1992 to 1996, he was Chief Executive Officer of Dale Carnegie & Associates, Inc., a provider of leadership, communication and sales skills training. Mr. Levine is a former Chairman of Dowling College, as well as a former Member of the New York State Assembly.
Specific experience, qualifications, attributes or skills:
Broadridge 2017 Proxy Statement 11
| Proposal 1—Election of Directors |
 | Timothy C. Gokey Age 59, 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 January 2019. Mr. Gokey joined Broadridge in 2010 as Chief Corporate Development Officer, with responsibility for the Company's growth initiatives, including sales and marketing, strategy, mergers and acquisitions, partnerships, and other growth-related activities. From 2012 to 2019, he served as Broadridge's Chief Operating Officer with responsibility for all Broadridge business units, technology, and operations in India. Mr. Gokey was appointed President of Broadridge in 2017. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. Previously, he was 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 the Partnership for New York City. He has also served 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) | ||||
| 22 | BROADRIDGE 2020 PROXY STATEMENT |
Proposal 1 — Election of Directors
Maura A. Markus
Age 59, is a member of the Audit Committee and the Compensation Committee. She has been a member of our Board of Directors 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 Citi’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 Citi’s European Sales and Marketing Director in Brussels, Belgium, and as President of Citi’s consumer business in Greece. Ms. Markus was elected to the Board of Directors of Stifel Financial Corp., a public financial services company, in 2016. Ms. Markus is a former member of The Financial Services Roundtable. Among her numerous community interests, she is a board member of Catholic Charities CYO of San Francisco, and is a member of Year Up Bay Area’s Talent and Opportunity Board. In addition, Ms. Markus serves as a trustee for the College of Mount Saint Vincent in New York.
Specific experience, qualifications, attributes or skills:
Thomas J. Perna
Age 66, is a member of the Audit Committee and the Governance and Nominating Committee. He has been a member of our Board of Directors since 2009.
Independent Director
Mr. Perna is the Chairman of the Board of Trustees of the Pioneer Mutual Fund Group. Prior to his appointment as Chairman, 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. He is the former Chairman and Chief Executive Officer of Quadriserv, Inc., a company that provides technology products for the securities lending industry. Mr. Perna served as Chief Executive Officer of Quadriserv, Inc. from 2008 to 2014. Prior to joining Quadriserv, Inc. in 2005, 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. In this role, he was responsible for over 6,000 employees globally. Mr. Perna joined The Bank of New York in 1986. He also served as a Commissioner on the New Jersey Civil Service Commission from March 2011 until December 2015. Mr. Perna previously served on the Board of Directors of the Depository Trust & Clearing Corporation (DTCC), 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:
12 Broadridge 2017 Proxy Statement
| Proposal 1—Election of Directors |
 | Brett A. Keller Age 52, 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 | ||||
| BROADRIDGE 2020 PROXY STATEMENT | 23 |
Proposal 1 — Election of Directors
| Proposal 1—Election of Directors |
 | Maura A. Markus Age 63, 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 and 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 | ||||
| • | 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) | ||||
| 24 | BROADRIDGE 2020 PROXY STATEMENT |
| Proposal 1—Election of Directors |
Alan J. Weber
 | Thomas J. Perna Age 69, 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. |
| | 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) | ||||
| BROADRIDGE 2020 PROXY STATEMENT | 25 |
Age 68, is the Chair and a member of the Compensation Committee and a member of the Audit Committee. He
| Proposal 1—Election of Directors |
 | Alan J. Weber Age 71, is the Chair of the Compensation Committee and a member of the Audit Committee. Mr. Weber has been a member of our Board 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) | ||||
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. Mr. Weber has served as a director of Diebold Nixdorf Inc., a provider of self-service delivery and security systems and services, since 2005; and he has served as a director of SandRidge Energy, Inc., an energy exploration and production company, since 2013. He is also on the board of Street Diligence LLC, and is the Chairman of the Board of Managers of KGS-Holdings, LP, both of which are private companies. Mr. Weber serves as a member of the board of DCTV, a New York based charitable organization.
| 26 | BROADRIDGE 2020 PROXY STATEMENT |
| Proposal 1—Election of Directors |
Specific experience, qualifications, attributes or skills:
 | Amit K. Zavery Age 49, 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 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 | ||||
| • | Digital and technology industry knowledge | ||||
| • | Financial expertise and financial literacy | ||||
| • | Extensive experience in global sales and marketing | ||||
| • | International business experience | ||||
Required Vote
Each director nominee receiving a majority of the votes cast at the 20172020 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 2020 PROXY STATEMENT | 27 |
Broadridge 2017 Proxy Statement 13
| Director Compensation |
Fiscal Year 2020 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”). The table below sets forth cash and equity compensation paid to our non-management directors (including our independent Chairman) in the fiscal year ended June 30, 2017.
All of our directors are non-management directors, other than Mr. Gokey and Mr. Daly, who isare our ChiefCEO and our Executive Officer.Chairman, respectively. The compensation paid to Mr. Daly’s compensation as Chief Executive OfficerGokey and Mr. Daly is reflected in the Summary Compensation Tabletable on page 54 of the “Executive Compensation” section78 of this Proxy Statement. Mr. Gokey and Mr. Daly doesdo not receive any separateadditional cash or equity compensation for histheir participation on the Broadridge Board of Directors.Board.
The table on page 15 on fiscal year 2017 non-management director compensation includes the following compensation elements:
Non-Management Director Compensation Structure
The directors may defer their cash compensation under the Broadridge Director Deferred Compensation | ||
Cash CompensationCompensation. . In fiscal year 2017, all non-managementNon-management directors received an annual retainer and meeting fees for each Board meeting and each committee meeting attended as a committee member. The meeting fees are paid irrespective of whether meetings are held on the same date; and attendance at Board or committee meetings by telephone results in payment of half of the standard meeting fee. The Chairs of the Audit, Compensation, and Governance and Nominating Committees each received an additional annual retainer. Our independent Chairman, Mr. Brun, received an additional cash retainer, but is not entitled to receive meeting fees for participation in Board or committee meetings.
All retainers and meeting fees are paid in cash on a quarterly basis.
Directors may electparticipate in the Deferred Compensation Plan which allows them to defer 100%cash compensation into grants of their retainers and meeting fees into a notional accountDSUs that settle in the form of phantom shares of Broadridge common stock.Common Stock. The number of phantom sharesDSUs awarded is determined by dividing the quarterly cash payment by the closing price of Broadridge stockthe Common Stock on the last day of the quarter.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 adjusted to reflect changes in value over time based on the change in Broadridge’s stock price and are also credited with dividend equivalents in the form of additional phantom sharesDSUs on a quarterly basis as cash dividends are declared by the Broadridge Board. Participants receive distributionsParticipants’ DSUs convert to shares of the value of their notional accounts in cash followingCommon Stock upon their departure from the Board of Directors.in either a lump sum amount or installments for up to five years, as previously elected by the director.
Equity CompensationCompensation. . Non-management directors received annual grants of stock options and DSUs under the Broadridge Financial Solutions, Inc. 20072018 Omnibus Award Plan (the “2018 Omnibus Plan”) during fiscal year 2017. Our non-management directors each received equity awards and our independent Chairman, Mr. Brun, received an additional equity award. The equity target value is split equally between grants of stock options and DSUs.approved by the Company’s stockholders at the 2018 Annual Meeting. 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 value.stock option valuation method.
| 28 | BROADRIDGE 2020 PROXY STATEMENT |
14 Broadridge 2017 Proxy Statement
Director Compensation
| Director Compensation |
| ● | All |
| ● | All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. |
Stockholder-Approved Cap on Pay.Our stockholders approved a cap on non-management director pay as part of the grant. All stock options2018 Omnibus Plan. The cap imposes an annual limit of $750,000 on cash fees paid and equity awards that may be granted to ourany non-management director during the fiscal year. Our current compensation program for 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.is well below this limit.
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 Broadridge Board.
Stock Ownership Guidelines. The stock ownership guidelines for the Company’s non-management directors provide that each non-management director is expected to accumulate an amount of the Company’s common stockCommon Stock or DSUs equal in value to at least five10 times their annual cash retainer. Stock option awards granted to the directors areand cash-settled phantom stock will not countedcount as shares of common stockCommon Stock for purposes of this calculation. All of our non-management directors have met the stock ownership multiple, other than Mr. Keller who joined the Board in 2015 and is making progress toward meeting the multiple.
In addition, the directors are requiredguidelines 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 hold 100% of their shares received upon exercise of stock options, net of their exercise price, tax liability, and transaction costs, until their separation from service on the Board. DSUs do not settle as shares of common stock until a director’s separation from service on the Board. Because of 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, who joined the Board in 2015, 2017 and 2019, respectively, and are making progress toward meeting the multiple.
Other Compensation. . Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program. Under this program, a charitable foundation established and funded by the CompanyProgram (the “Broadridge FoundationMatching Gift Program”) contributes an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.
| BROADRIDGE 2020 PROXY STATEMENT | 29 |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||
Leslie A. Brun | $ | 132,500 | $ | 118,981 | $ | 91,557 | $ | 10,000 | $ | 353,038 | |||||
Robert N. Duelks | $ | 96,750 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 254,059 | |||||
Richard J. Haviland | $ | 109,500 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 266,809 | |||||
Brett A. Keller | $ | 88,500 | $ | 69,832 | $ | 64,213 | — | $ | 222,545 | ||||||
Stuart R. Levine | $ | 109,500 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 266,809 | |||||
Maura A. Markus | $ | 96,750 | $ | 75,832 | $ | 64,213 | $ | 10,000 | $ | 246,795 | |||||
Thomas J. Perna | $ | 94,500 | $ | 83,096 | $ | 64,213 | — | $ | 241,809 | ||||||
Alan J. Weber | $ | 111,750 | $ | 83,096 | $ | 64,213 | $ | 10,000 | $ | 269,059 | |||||
| Director Compensation |
The table below sets forth the compensation paid to our non-management directors in fiscal year 2020:
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) |
| Leslie A. Brun | $162,500 | $105,046 | $97,018 | — | $364,564 |
| Pamela L. Carter | $128,750 | $ 77,352 | $71,367 | $10,000 | $287,469 |
| Robert N. Duelks | $120,750 | $ 77,352 | $71,367 | $10,000 | $279,469 |
| Brett A. Keller | $109,500 | $ 77,352 | $71,367 | $ 2,500 | $260,719 |
| Stuart R. Levine(5) | $ 60,000 | — | — | $ 6,500 | $ 66,500 |
| Maura A. Markus | $113,250 | $ 77,352 | $71,367 | $10,000 | $271,969 |
| Thomas J. Perna | $111,000 | $ 77,352 | $71,367 | — | $259,719 |
| Alan J. Weber | $128,250 | $ 77,352 | $71,367 | $20,000 | $296,969 |
| Amit K. Zavery | $102,750 | $ 77,352 | $71,367 | $ 7,000 | $258,469 |
| (1) | Represents the amount of cash compensation |
| (2) | Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2020 (excluding DSUs granted under the Deferred Compensation Plan), computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, |
| (3) | Represents the aggregate grant date fair value of option awards granted during fiscal year 2020 computed in accordance with FASB ASC Topic 718. See Note |
| (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) | Due to an age limitation for election to the Board in our Corporate Governance Principles, Mr. Levine did not seek re-election to the Board and retired from the Board effective as of the 2019 Annual Meeting. |
| 30 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 15
| Corporate Governance |
Corporate Governance
The Board of DirectorsMeeting Attendance
Our Corporate Governance Principles provide that 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 10 times during fiscal year 2020. Each of our incumbent directors attended 100% of the meetings of the Board of Directors and of the committees on which they served during fiscal year 2017.2020.
The Board of Directors 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. The independent directors meet in executive sessions during each regular Board meeting and committee meeting. In addition, at least once a year, our independent directors meet to review the Compensation Committee’s annual review of the Chief Executive Officer.
| ||||||||||
Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and Chief Executive OfficerCEO 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 has determined that the leadership of the Board is currently best conducted by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer, Mr. Daly,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 Mr. Dalythe CEO to focus on managing our business. In addition, we believe the separation of the offices enhances the objectivity of the Board in its management oversight role. To further enhance the objectivity of the Board, the director nominees,directors, other than Mr. Gokey and Mr. Daly, are independent.
| EXECUTIVE CHAIRMAN | ||
Mr. Daly serves as our Executive Chairman. The Board believes Mr. Daly’s service in this role as our former CEO enhances management continuity and provides a valuable resource for Mr. Gokey in his role as CEO. The Executive Chairman 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, Mr. Daly is an advisor to the CEO on important initiatives including regulatory matters, digital adoption and retail shareholder engagement. | ||||||
| BROADRIDGE 2020 PROXY STATEMENT | 31 |
| Corporate Governance |
| LEAD INDEPENDENT DIRECTOR | ||||
Given that Mr. Daly is not an independent director under applicable NYSE and SEC rules, Mr. Brun serves as Lead Independent Director to maintain the strong leadership of independent directors. 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 Lead Independent Director’s duties and responsibilities 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 his or her availability for consultation and direct communication | ||
| 32 | BROADRIDGE 2020 PROXY STATEMENT |
| Corporate Governance |
The Board has three standing committees, each of which is currentlycomprised solely of independent directors and is led by our independent Chairman, Mr. Brun. Therefore, the Board does not believe that the appointment of a designated lead independent director is necessary and the Board currently has not appointed a lead independent director. The Board believes that having an independent Chairman vested with key dutiesChair: Audit Committee, Compensation Committee, and responsibilitiesGovernance and three independent Board committees chairedNominating Committee.
| Audit Committee | |||
| Number of Meetings in 2020: 7 Committee Chair: Pamela L. Carter | |||
| CURRENT MEMBERS: | PRIMARY RESPONSIBILITIES | ||
Pamela L. Carter Robert N. Duelks Brett A. Keller Maura A. Markus Thomas J. Perna Alan J. Weber (Financial Expert) 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 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. INDEPENDENCE AND FINANCIAL EXPERT 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 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. | |||
| BROADRIDGE 2020 PROXY STATEMENT | 33 |
| Corporate Governance |
| Compensation Committee | |||
| Number of Meetings in 2020: 6 Committee Chair: Alan J. Weber | |||
| CURRENT MEMBERS: | PRIMARY RESPONSIBILITIES | ||
Brett A. Keller Maura A. Markus Alan J. Weber | 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. 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. | |||
| 34 | BROADRIDGE 2020 PROXY STATEMENT |
| Corporate Governance |
| Governance and Nominating Committee | |||
| Number of Meetings in 2020: 3 Committee Chair: Robert N. Duelks | |||
| CURRENT MEMBERS: | PRIMARY RESPONSIBILITIES | ||
Pamela L. Carter Robert N. Duelks 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 meeting 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 • Receiving reports from and advising management on 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 provides a formal structure for strong independent oversight of the Company’s management team. The independent Chairman has the following duties and responsibilities:
16 Broadridge 2017 Proxy Statement
Corporate Governance
Audit Committee
The Board of Directors has determined that each of the members of the Audit Committee is independent as defined by NYSE Listing Standards and the rules of the Securities and Exchange Committee (the “SEC”) applicable to audit committee members. The Board of Directors has determined that Mr. Haviland and Mr. Weber qualify as audit committee financial experts as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.
The Audit Committee has a charter under which its responsibilities and authorities include assisting the Board in overseeing the:
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, and 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.
In connection with the Company’s risk oversight process, the Audit Committee reviews and discusses with management the Company’s major financial and certain compliance risk exposures and the steps management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies).
The Report of the Audit Committee is included on page 67 of this Proxy Statement. The Audit Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”
Compensation Committee
The Board of Directors 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:
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 of Directors 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
Broadridge 2017 Proxy Statement 17
Corporate Governance
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, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis” beginning on page 32.
The Compensation Committee Report is included on page 53 of this Proxy Statement. The Compensation Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”
Governance and Nominating Committee
The Board of Directors 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:
The Corporate Governance Principles and the Governance and Nominating Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”
When seeking candidates for director, 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 Company’s By-law provisions 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 Company’s By-laws concerning (a) the potential nominee and (b) the person proposing the nomination. The 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 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.
This year, the Board of Directors nominated Pamela L. Carter to stand for election to the Board. Ms. Carter was identified as a potential Board member by our independent Chairman, Mr. Brun. Ms. Carter 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. Her nomination was recommended by the Committee to the full Board for its review and approval.
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 Committee believes must be met include: independence, 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 excellent 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.
18 Broadridge 2017 Proxy Statement
Corporate Governance
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 Company’s Board of Directors is 8 to 12 directors.
Proxy Access By-law
The Company’s 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 (3%) 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 of Directors.
For a description of the process for nominating directors, see page 70 of this Proxy Statement.
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 year 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 feedback on the effectiveness of the Board, the committees on which they serve, as well as each individual director’s own contributions. 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.
| BROADRIDGE 2020 PROXY STATEMENT | 35 |
| Corporate Governance |
The Board’s Role in Risk Oversight
The Company’s management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk.
The responsibilities of the Board of Directors include oversight of the Company’s risk management processes. The Board of Directors has two primary methods of overseeing risk. The first method is through the Company’s Enterprise Risk Management (“ERM”) process which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board’s committees.
Enterprise Risk Management Process The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across 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 is comprised of senior executives representing a number of disciplines. The Cybersecurity Council meets regularly, and reports on its activities and the progress of its initiatives are regularly provided to the Audit Committee. The Cybersecurity Council also provides a summary of its activities to the full Board. 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 goals | ||
| 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 clients, investors, employees, regulators or the public | ||
| 36 | BROADRIDGE 2020 PROXY STATEMENT |
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 Operating Officer, Chief Financial Officer, General Counsel, Senior Managing Director of Global Technology, Chief Information Officer, and Chief Human Resources Officer. The risk committee communicates the results of its work directly to the Chief Executive Officer and the Board. The Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel meet regularly to discuss specific risks and the Company’s risk management processes.
Broadridge 2017 Proxy Statement 19
Corporate Governance
In addition, the Board and the Audit and Compensation Committees of the Board oversee specific areas of risk as follows:
| Corporate Governance |
| Role of the Board and Committees |
| In addition to the ERM process, the Board and its Committees oversee specific areas of the Company's risks. The Board delegates oversight for certain risks to each Committee based on the risk categories relevant to the subject matter of the Committee. |
BOARD OF DIRECTORS • Strategic, Operational and Reputational risks • The Company’s political activities • The Company’s strategy • Succession planning and executive talent management | ||
AUDIT COMMITTEE • Financial risks • Certain major business risks including cybersecurity and data privacy • Compliance risks (joint with Governance and Nominating Committee) • Risks related to related party transactions | COMPENSATION COMMITTEE • Compensation program design risk | GOVERNANCE AND • Compliance risks (joint with Audit Committee) • Risks related to ESG matters | ||||
Board Oversight of Covid-19 Impact As the Covid-19 pandemic has developed, 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. This Board oversight included a number of additional Board meetings beginning in March. |
The full Board has oversight responsibility of the Company’s Strategic, Operational, and Reputational risks.
In addition, a subcommittee of the risk committee 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 Chief Financial Officer. The Cybersecurity Council meets regularly, and reports on its activities and the progress of its cybersecurity and information security initiatives are provided regularly to the Audit Committee. In addition, the Cybersecurity Council provides a summary of its activities to the full Board.
The Chairs of the Audit Committee and Compensation Committee 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.
Risk AssessmentBoard's Oversight of Compensation Programs
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 executives,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, the
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| Corporate Governance |
The Compensation Committee concluded that Broadridge’sBroadridge's compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.
The key design features in our compensation programs that support this conclusion are:
20 Broadridge 2017 Proxy Statement
Corporate Governance
| • | Broadridge maintains a "double-trigger" Change in Control Severance Plan for Corporate Officers (the "CIC Plan")and an Officer Severance Plan (the "Officer Severance Plan")in order to retain executives while ensuring that they make the best decisions for the Company |
The Board's Role in Strategy Oversight
One of the reimbursement by an executive officer of cash or equity incentive compensation earned by any executive officer in connection with a restatementBoard's key responsibilities is overseeing the Company's strategy. All of our financial statements duedirectors have an obligation to material noncompliance with financial reporting requirements.
The Board's Role in Succession Planning and RSU vesting in the form of our common stock. These net profit shares must be held indefinitely if the executive officer has not met the stock ownership guidelineTalent Management
The Board believes that succession planning and must be held for a minimum of one year if the executive officer has met the ownership guideline.
talent management are vital to Broadridge's success. The Board is actively engaged and involved in executive officer talent management.management and provides input on important decisions in this area. The Board reviews the Company’sCompany's executive talent management strategy which includes a discussion of the Company’sCompany's leadership bench and succession plans with a focus on key positions at the senior officer level.
In addition, the Committees of the Board regularly discuss the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations, informal events and informal events. one-on-one meetings.
More broadly, 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 is regularly updatedworks with management to provide oversight on key talent indicators for the overall workforce,a broad range of human capital management topics including diversity,culture, compensation, benefits, recruiting and development programs.programs, retention and diversity and inclusion.
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| Corporate Governance |
Director Attendance at Annual Meetings
Our directors are expected to attend the Company's annual meeting of stockholders. All of our directors who were members of our Board at the time attended the 2019 Annual Meeting.
Communications with the Board of Directors
All interested parties who wish to communicate with the Board of Directors 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 maria.allen@broadridge.com, and should specifyspecifying the intended recipient or recipients.recipient. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review. Any such unsolicited commercial solicitation or communicationscommunication not forwarded to the appropriate director or directors 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’sCompany's corporate governance processes and will make recommendations to the Board based on such communications.
Corporate Governance Documents
Corporate Governance Principles
The Board adopted the Corporate Governance Principles to promote the effective functioning of the Board and its committees, to promote the interests of stockholders, and to ensure a common set of expectations as to how the Board and its committees, individual directors and management should perform their functions. The Board reviews the Corporate Governance Principles annually.
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”Ethics") which applies to among others, to the Company’sCompany's principal executive officer, principal financial officer and controller.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.
Broadridge 2017 Proxy Statement
21
Corporate Governance
Website Access to Corporate Governance Documents
Copies of the charters of the committees of the Board, Corporate Governance Principles, Code of Business Conduct, and Code of Ethics and the Charters of the Committees of the Board of Directors are available on our Investor Relations website at www.broadridge-ir.comunder the heading “Corporate Governance”"Governance" or by writing to the Company's Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.11042 or emailing our Secretary at maria.allen@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”"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”"related person" means a director, executive officer or beneficial holder of more than five percent (5%) of the Company’sCompany's outstanding common stock,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 a ten percent (10%)10% or greater direct or indirect equity interest. Our directors and executive officers must promptly inform our General Counsel 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
| BROADRIDGE 2020 PROXY STATEMENT | 39 |
| Corporate Governance |
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’sperson'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 2017,2020, the Company did not engage in any transaction with a related personparty transaction in which the amount involved exceeded $120,000.
In addition, the Code of Business Conduct prohibits Company personnel, including members of the Board, of Directors, 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 of Directors 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.
Director Attendance at Annual Meetings
The Company does not have a formal policy with regard We expect that any amendments to the directors’ attendanceCode of Business Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at annual meetings of stockholders. Generally, however, Board and committee meetings are heldwww.broadridge-ir.com under the same day as the annual meeting of stockholders, with directors attending the annual meeting. All of our incumbent directors who were members of our Board at the time attended the Company’s 2016 annual meeting of stockholders.heading "Governance.”
We believe that regular, transparent communication with our stockholders is essential to our long-term success. Throughout the year, members of our management 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 CFOHead of Investor Relations at industry and investment community conferences, investor road shows, and analyst meetings both in our offices and in the offices of current and potential institutional investors. We provide several ways for our stockholders to communicate with us, including by email and telephone. During fiscal year 2017,2020, members of our management team met with representatives of many of our top institutional stockholders to discuss our business strategy, financial performance, capital stewardship program, governance practices, executive compensation, and various other matters. Management shares with the Board any concerns raised by our stockholders. In addition, our Lead Independent Director is available to meet with our major stockholders, and in fiscal year 2020 he met with representatives of one of our large stockholders to discuss governance matters. 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.
We welcome feedback from all stockholders, who can contact our Investor Relations team by calling 516-472-5400516-472-5129 or by emailing broadridgeir@broadridge.com.
broadridgeir@broadridge.comPolitical Contributions
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, facilitating voluntary political giving by eligible associates and directors through the Broadridge Financial Solutions Political Action Committee (the "Broadridge PAC"),.and membership in trade associations that help to advance our business objectives. 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 stockholder value. In addition, the Board has oversight responsibility for Broadridge PAC spending, corporate expenditures to influence public policy, dues and other contributions to trade associations, and the Company's lobbying priorities and activities.
Our Political Contributions Policy provides that no Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed to any federal political candidate, political committee (other than for the administrative or solicitation expenses of the Broadridge PAC, as permitted by law), political party, state ballot measure committee or to any other organization for the purpose of attempting to influence elections or ballot measures. Additionally, our Political Contributions Policy prohibits contributions to Internal Revenue Code section 501(c)(4) social welfare organizations.
We invite you to visit our website at www.broadridge.com/about/governance to see our Political Contributions Policy and certain disclosures regarding our political contributions and activities. Information contained on our website is not incorporated into or a part of this Proxy Statement.
| 40 | BROADRIDGE 2020 PROXY STATEMENT |
22 Broadridge 2017 Proxy Statement
| Corporate Governance |
Management
Corporate sustainability is the foundation of how we operate our company. We are committed to conducting our business based on a strong sustainability framework focusing on responsible ESG practices. Our commitment to sustainability 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—a concept known by many as the Service-Profit Chain. At Broadridge, we put this idea to work not only in our internal policies and procedures but also in our communities, just as we do for our valued partners. We recognize that the stronger our commitments to sustainability practices internally and in the communities around us, the more we are able to provide to the marketplace.
Our sustainability framework includes strong corporate governance practices and policies. Through this sustainability framework, we further our commitment to conducting our business effectively and with uncompromising honesty and integrity and find meaningful ways to engage with our communities.
ESG Governance
The following table sets forth information regarding individuals whoGovernance and Nominating Committee of our Board receives reports from and advises management on Broadridge’s ESG strategy, policies and programs. Our Environmental, Social and Governance Committee, a cross-functional executive committee of the Company (the “ESG Committee”), reports to the Governance and Nominating Committee on ESG matters. The ESG Committee also assists senior management on the Company's sustainability strategy, policies and programs.
Culture, Inclusion and Diversity
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 better represent the diversity of the clients we serve asand 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. As part of this commitment, 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.
Our commitment to developing a diverse workforce is 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 addition, in fiscal year 2021, diverse workforce goals will be cascaded deeper into Broadridge with the Compensation Committee's inclusion of annual diversity goals in the cash incentive award for each of the members of our senior management team including our executive officers. Information about
| BROADRIDGE 2020 PROXY STATEMENT | 41 |
| Corporate Governance |
Broadridge also 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. In addition, Broadridge has an Executive Diversity Committee which includes members of our senior management team that meets regularly and tracks the Company's progress in promoting diversity and inclusion.
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 directors isprocurement 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.
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. In addition, 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.
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 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 “Proposal 1—Electionsteps we take to monitor and eliminate the use of Directors—or participation in slavery or human trafficking throughout our business.
Environmental and Sustainability Policies and Practices
We are all stewards of the environment and at Broadridge, we take this responsibility seriously. At Broadridge, we have built a culture based on improving the environment and 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.
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 reducing greenhouse gas ("GHG") emissions by driving digitization and reducing paper usage through decreased volume of physical mail and increasing our own energy efficiency. Broadridge has already eliminated more than 80% of our clients' fund and issuer paper communications through digitization and other alternatives.
We operate daily with a perspective on diminishing our environmental impact through sustainable consumption and production in our facilities. We hold ourselves accountable at the highest environmental, safety, and protection standards. We initiated our GHG reduction journey in 2014, making significant capital investments to reduce our energy use. We regularly disclose detailed information around GHG emissions and resource use at each of our production facilities and provide annual Carbon Disclosure Project ("CDP") reports. We also operate in compliance with all EPA-mandated environmental reporting requirements at all our production facilities.
| 42 | BROADRIDGE 2020 PROXY STATEMENT |
| Corporate Governance |
Our associate-led environmental committee promotes environmental education and awareness by providing peer engagement opportunities in environmental sustainability initiatives. In doing so, associates address environmental challenges that are important to our business, values, and communities. Our associate-led initiatives encourage responsible energy use and waste diversion in both our homes and our workplaces.
Investing in our Communities
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 education of at-risk youth. These initiatives include providing education to children in India who have been subject to child labor or are physically and mentally challenged through our partnership with the Mamidipudi Venkatarangaiya (MV) Foundation and Sri Vidhyas Centre.
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.
In addition, 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.
This year, in response to the impact the Covid-19 pandemic and the global recession have had on the communities in which we operate, we have committed to make $1.5 million in charitable donations. Of that amount, we have made $1 million in grants to support charities and schools globally in 12 of our largest operating regions. These funds focus on organizations targeting hunger relief for vulnerable populations, as well as critical medical services and equipment and school equipment for remote learning. The remaining $500,000 supported the charitable giving of our associates to double match charitable donations they made to Covid-19 related causes. We have also committed an additional $1 million in grants to organizations that promote social justice and related causes including the Thurgood Marshall College Fund and the NAACP Legal Defense and Educational Fund.
Our 2020 Sustainability Report and information on our ESG efforts are available on our website at www.broadridge.com/aboutlsustainability. Information About the Nominees” sectioncontained on our website is not incorporated into or a part of this Proxy Statement.
| Our Executive Officers |
| NAME | AGE | POSITION |
Timothy C. Gokey | 59 | CEO and Director |
| Richard J. Daly | ||
Christopher J. Perry | President | |
| Robert Schifellite | 62 | Corporate Senior Vice President, |
Adam D. Amsterdam | Corporate Vice President and General Counsel | |
Corporate Vice President, Global Technology and Operations | ||
Matthew J. Connor | 53 | Corporate Vice President, Interim CFO |
| Douglas R. DeSchutter | 50 | Corporate Vice President, Customer Communications |
| Robert F. Kalenka | 57 | Corporate Vice President, ICS, Operations |
| Michael Liberatore | 54 | Corporate Vice President, ICS, Mutual Funds |
| Laura Matlin | Corporate Vice President, Deputy General Counsel, Chief Governance Officer and Chief Compliance Officer | |
Vijay Mayadas | Corporate Vice President, Capital Markets | |
Corporate Vice President, | ||
Corporate Strategy |
Richard J. Daly
. Mr. Daly Timothy C. Gokey is our Chief Executive OfficerCEO and a member of our Board of Directors.Board. Mr. Daly’sGokey's biographical information is set forth in the “Proposal"Proposal 1—Election of Directors—Information About the Nominees”Directors" section of this Proxy Statement.
Timothy C. Gokey
.Richard J. Daly is the Executive Chairman of our Board and is our former CEO. Mr. Gokey 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, and Chief Operating Officer. He is responsible forhaving been appointed by the operation of all Broadridge’s business units, technology operations and operations in India. Mr. Gokey was appointed Broadridge’s President in September 2017. Previously, he served as our Corporate Senior Vice President and Chief Operating Officer, a position he held since 2012. 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. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. Prior to joining H&R Block, Mr. Gokey spent 13 years at McKinsey and Company, a global consulting firm, most recently as a partner of the firm. At McKinsey, Mr. Gokey served over two dozen Fortune 500 and 1000 companies primarily in the financial services industry. He also led McKinsey’s North American Financial Services Marketing Practice.
Christopher J. Perry.Board effective March 2, 2020. Mr. Perry isserved as our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions. He joinedSolutions since joining Broadridge in September 2014 after more than 25 years of experience in banking, brokerage2014. 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’sFinancial's Blunt Ellis & Loewi unit.
Broadridge 2017 Proxy Statement
23
Management
Robert Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions.ICS. He is the President of our ICS business segment and is responsible for all aspects of that business. In addition to the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communicationwithin ICS, in fiscal year 2018, Mr. Schifellite assumed responsibility for the Mutual Fund and Retirement Solutions segmentbusiness, and is responsiblein fiscal year 2019, he assumed responsibility for all aspects of those businesses.the Customer Communications business. Mr. Schifellite joined ADP’sADP's Brokerage Services Group in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services.ICS. In 2007, when Broadridge became an independent company, he was appointed Corporate Vice President and head of the bank, broker-dealer and corporate issuer solutions businesses of our ICS segment. In 2011, Mr. Schifellite’sSchifellite's title was changed from Corporate Vice President to Corporate Senior Vice President of Broadridge.
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| Our Executive Officers |
Adam D. Amsterdam. Mr. Amsterdam 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.
Lyell Dampeer
. Mr. Dampeer Thomas P. Carey is our Corporate Vice President, U.S. Investor Communication Solutions.Global Technology and Operations. He is the President of our Global Technology and Operations business segment, a position he has held since October 2018, and is responsible for our U.S. regulatory communication services, and for our issuer and transfer agency services.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 appointmentEMEA and APAC regions from 2017 to his current role2018. Mr. Carey joined ADP in 2012,1992 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. DampeerCarey led the international business of Broadridge's Global Technology and Operations segment.
Matthew J. Connor is our Corporate Vice President, Interim CFO having been appointed effective on September 1, 2020, replacing James M. Young who left the Company on August 31, 2020. Mr. Connor has served as the headchief financial officer of our U.S. regulatory communications services including post-sale fulfillment from 2009. Mr. Dampeer joined ADP’s Brokerage Services Group in 2000 as Vice President, Client Services.the Company's Global Technology and Operations business since 2015. Prior to that, hethis, Mr. Connor, who joined the Company in 2007, has held a variety of roles in finance and business unit leadership, including leading the Company's fixed income securities processing business. Prior to joining the Company, Mr. Connor held senior management positionsfinance roles at companies providing outsourcing services.Gartmore Global Investments, First USA and CoreStates Bank.
Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President, Customer Communications. Mr. DeSchutter is responsible for our customer communicationsCustomer 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 Inlet, LLC, a joint venture between Broadridge and Pitney Bowes.
Robert F. Kalenka. Mr. Kalenka is our Corporate Vice President, Investor Communication SolutionsICS, Operations. He is responsible for global procurement, facilities and the operations of our Investor Communication SolutionsICS business. In July 2016, Mr. Kalenka’sKalenka's responsibilities were expanded to include the role of Chief Operations Officer of the Broadridge Customer Communications business within the Investor Communication SolutionsICS segment, where he will leadleads the Operations and Client Relations teams. Mr. Kalenka joined ADP’sADP'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. Mr. Liberatore is our Corporate Vice President, Investor Communication Solutions-MutualICS, Mutual Funds. He is the President of the Mutual Fund and Retirement Solutions business within our Investor Communication SolutionsICS segment and is responsible for all aspects of that business. Prior to assuming this role in August 2015, Mr. Liberatore was responsible for the finance functions of the Company’sCompany's two business segments, as well as its corporate financial planning and analysis function, and treasury operations. In 2014, Mr. Liberatore served as Broadridge’sBroadridge's Acting Principal Financial Officer during a six monthsix-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’sADP's Brokerage Services Group in 2004, as Assistant Controller of the Investor Communication Solutions business,ICS segment, and held several finance roles with increasing responsibility, including Chief Financial Officer of the Investor Communication Solutions businessICS segment from 2008 to 2011.
| BROADRIDGE 2020 PROXY STATEMENT | 45 |
24 Broadridge 2017 Proxy Statement
Management
Charles J. Marchesani. Mr. Marchesani is our Corporate Vice President, Global Technology and Operations. He is the President of the Global Technology and Operations business and is responsible for all aspects of that business. In 2013, his role was expanded to include responsibility for our international securities processing solutions and business process outsourcing solutions businesses. Prior to his current role, Mr. Marchesani was responsible for the U.S. securities processing solutions business. Mr. Marchesani joined ADP’s Brokerage Services Group in 1992 in the Market Data Services division as Director of the Help Desk and served in various roles of increasing responsibility within the Brokerage Processing Services business until he was promoted to General Manager of the Brokerage Processing Services business in 2005.
| Our Executive Officers |
Laura Matlin. Ms. 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 legal department’sdepartment's operations and helps set the department’sdepartment's strategy. In her role as Chief Governance Officer, Ms. Matlin works closely with Broadridge’sthe Board of Directors and represents the Company’sCompany's leadership on corporate governance issues. In March 2017, the role of Chief Compliance Officer was added to her responsibilities. Prior to 2015, she served as the Company’sCompany'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 November 2014 to November 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’sADP's Brokerage Services Group.
Vijay Mayadas.is our Corporate Vice President, Capital Markets. He is the President of the Capital Markets division where he is responsible for Broadridge's Capital Markets trading, post-trade processing, and data and analytics businesses. Mr. Mayadas is ourwas appointed to this role in September 2020. Previously he served as the Corporate Vice President, Global Fixed Income and Analytics. He is the President of the Global Fixed Income divisionAnalytics within our Global Technology and Operations business and is responsible for our pre-trade, post-trade and data and analytics initiatives. In addition, Mr. Mayadas leads our blockchain initiatives.segment from September 2016 to September 2020. 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.organization, including leading our Distributed Ledger Technology initiatives. Prior to joining Broadridge, Mr. Mayadas held a variety of roles in private equity, strategy consulting, and technology. He worked 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.
Julie R. Taylor
. Ms. Taylor Michael S. Tae is our Corporate Vice President, Chief Human Resources Officer. She joined Broadridge in November 2015, and leads all aspects of human resources globally, including talent acquisition, organizational development, training, compensation 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. Mr. Young is our Corporate Vice President and Chief Financial Officer.Strategy. He joined Broadridge in June 2014 after serving2017and leads Broadridge's corporate strategy function. He began his career in senior finance roles1999 at Visa Inc., a global payments technology company,McKinsey & Company, providing consulting services to clients in the financial services industry, before moving in 2004 to Merrill Lynch where he worked from 2006 until 2014. Most recently,was investment banking Vice President of their Financial Institutions Group. From 2009 to 2012, Mr. YoungTae served as Senior Vice President, Finance and was responsibleDirector of Investments for global financial planning and analysis for Visa’s businesses in North America, Latin America, Asia Pacific, Central Europe, the Middle East and Africa since July 2013. Previously,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 HeadSenior Executive Vice President of Corporate Finance, where he was responsibleWorldwide Services 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 IPO in 2008. Prior to joining Visa, Mr. Young was a finance executive at early stage technology companies Arena Solutions and Grand Central Communications.MicroStrategy Incorporated.
| 46 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 25
| 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 stockCommon Stock beneficially owned by (a) each of our directors, (b) each of our director nominees, (c) each executive officer named in the Summary Compensation Table,table, and (d) by all directors, director nominees, and executive officers as of July 31, 2017,2020, as a group.
The information set forth below is as of July 31, 2017, 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 | Common Shares(1)(2)(3) | Percentage of Common Shares Beneficially Owned | ||||
Leslie A. Brun | 147,460 | * | ||||
Pamela L. Carter | 0 | * | ||||
Richard J. Daly(4) | 705,199 | * | ||||
Robert N. Duelks | 88,214 | * | ||||
Timothy C. Gokey | 498,932 | * | ||||
Richard J. Haviland(5) | 127,619 | * | ||||
Brett A. Keller | 16,451 | * | ||||
Stuart R. Levine(6) | 123,806 | * | ||||
Maura A. Markus | 45,551 | * | ||||
Thomas J. Perna | 91,214 | * | ||||
Christopher J. Perry | 26,717 | * | ||||
Robert Schifellite | 290,028 | * | ||||
Alan J. Weber | 125,744 | * | ||||
James M. Young | 88,678 | * | ||||
All directors, director nominees, and executive officers as a group (23) | 3,125,785 | 2.6 | % | |||
| BENEFICIAL OWNER | NUMBER OF SHARES(1)(2)(3) | PERCENTAGE OF SHARES BENEFICIALLY OWNED |
| Leslie A. Brun | 133,968 | * |
| Pamela L. Carter | 11,770 | * |
| Richard J. Daly(4) | 469,923 | * |
| Robert N. Duelks | 93,024 | * |
| Timothy C. Gokey | 530,079 | * |
| Brett A. Keller | 28,895 | * |
| Maura A. Markus | 46,084 | * |
| Thomas J. Perna | 96,002 | * |
| Christopher J. Perry | 139,440 | * |
| Robert Schifellite | 189,301 | * |
| Alan J. Weber | 132,001 | * |
| James M. Young(5) | 50,243 | * |
| Amit K. Zavery | 4,223 | * |
| All directors, director nominees, and executive officers as a group (22) | 2,357,244 | 2.0% |
| * | Represents beneficial ownership of less than |
| (1) | Includes unrestricted shares of |
| (2) | Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, |
| (3) | Amounts provided for each director, other than Mr. Daly and Mr. Gokey, include DSU awards which are fully vested upon grant, and will settle as shares of |
| (4) | Includes 20,000 shares of |
| (5) |
| BROADRIDGE 2020 PROXY STATEMENT |
26 Broadridge 2017 Proxy Statement
| Stock Ownership Information |
Ownership
Five 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 (5%) of our common stock:
Beneficial Owner | Common Shares | Percentage of Common Shares Beneficially Owned | ||||
BlackRock, Inc.(1) | 12,054,537 | 10.2 | % | |||
The Vanguard Group, Inc.(2) | 9,731,968 | 8.17 | % | |||
Janus Capital Management LLC(3) | 7,695,536 | 6.5 | % | |||
| BENEFICIAL OWNER | NUMBER OF SHARES | PERCENTAGE OF SHARES BENEFICIALLY OWNED |
| The Vanguard Group, Inc.(1) | 14,293,496 | 12.46% |
| BlackRock, Inc.(2) | 10,355,808 | 9.0% |
| Janus Henderson Group plc(3) | 6,250,226 | 5.5% |
| (1) |
| Based on information as of December 31, |
| (2) | Based on information as of December 31, |
| (3) | Based on information as of December 31, 2019 contained in a Schedule 13G/A filed on February 13, |
Section 16(a) Beneficial Ownership Compliance
| Delinquent Section 16(a) Reports |
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers, directors and persons who own more than 10 percent (10%)10% of our common stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge, with respect to the fiscal year ended June 30, 2017,2020, all applicable filings were timely made, except that Lyell DampeerMaura Markus inadvertently failed to reportfile Forms 4 on a timely basis reflecting the exerciseacquisitions of stock optionsdividends received on April 3, 2020 and the sale of the shares received upon exercise by his financial advisor on August 11, 2016, and Christopher J. Perry and Julie R. Taylor inadvertently failed to report the acquisition of Broadridge stock dividends. Mr. Dampeer reported the transactions onJuly 2, 2020. She subsequently filed a Form 4 filed on August 31, 2016. The dividends acquired by Mr. Perry and Ms. Taylor were reported on Forms 4 filed on June 28, 2017.27, 2020 reflecting these acquisitions after she became aware of them.
| 48 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 27
Equity Compensation Plan Information
The following table sets forth, as of June 30, 2017, certain information related to the Company’s equity compensation plans.
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 (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | ||||||
Equity compensation plans approved by security holders(1) | 5,137,641 | (2) | $ | 39.63 | 3,945,570 | (3) | |||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 5,137,641 | $ | 39.63 | 3,945,570 | |||||
28 Broadridge 2017 Proxy Statement
Proposal 2 — 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 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 2016 annual meeting of stockholders, over 95% of the votes cast on the Say on Pay proposal 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 beginning on page 32 of this Proxy Statement under the heading “Executive Compensation—Compensation Discussion and Analysis,” 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 2017.
 | 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 2019 Annual Meeting, 95% 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 51 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 2020. | |||
| ● | 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 2020, approximately 89% 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. |
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 example, approximately 87% of the total target fiscal year 2017 compensation of our CEO, and approximately 76% of the total target fiscal year 2017 compensation of our other Named Executive Officers (on average), is at risk and tied primarily to the growth and profitability of the Company.
As discussed in the 20172020 Financial Performance Highlights section beginning on page 33 below,53 of this Proxy Statement, despite the operational challenges and general economic headwinds experienced as a result of the Covid-19 pandemic, Broadridge demonstrated another year of solid growth in fiscal year 2017, we reported strong financial performance2020 including 10% recurring fee revenue growth, 8% Non-GAAP Adjusted EPS growth, and record closed sales results.sales.
In line with the Company’s strong overall financial performance in fiscal year 2017,2020, the annual cash incentive payments for the Named Executive Officers ranged from 119%105% to 139%117% of their targets. In addition, because of our strong EPS performance in fiscal year 2017,years 2019 and 2020, performance-based RSU target awards were earned at 120% of their target amounts.
The TDC of the Named Executive Officers increased in fiscal year 2017 due to the Company’s above target performance in this fiscal year, as well as in some cases, an increase in TDC targets reflecting the Company’s strong performance in the prior fiscal year.
In summary,Based on these factors, the Compensation Committee concluded that fiscal year 20172020 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong.
In addition, the Company has certain governance and compensation policies and practices in place to ensure that we meet best practices in corporate governance. Please see the “Compensation Governance Policies and Practices” and the “Corporate Governance Policies” sections on pages 38 and 50, respectively, of this Proxy Statement for descriptions of these policies and practices.
| BROADRIDGE 2020 PROXY STATEMENT | 49 |
Broadridge 2017 Proxy Statement 29
Proposal 2 — Advisory Vote to Approve the Compensation of our NamedExecutive Officers (the Say on Pay Vote)
Proposal 2—Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote) |
| ● | Pay Targeted at Median. 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 Practices. 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. |
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 pursuant to the compensation disclosure requirements of the SEC.Statement.
Required Vote
The affirmative vote of a majority of votes cast at the 20172020 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 |
| 50 | BROADRIDGE 2020 PROXY STATEMENT |
30 Broadridge 2017 Proxy Statement
| Executive Compensation |
Proposal 3 — Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote)
In accordance with Section 14A of the Exchange Act, we are requesting your non-binding vote on whether an advisory vote to approve the compensation of our Named Executive Officers as disclosed in the Proxy Statement (the Say on Pay Vote) should take place every one year, two years, or three years.
Currently, a Say on Pay proposal is provided to stockholders to vote on every year. Recognizing stockholder expectations and market practice, the Board believes that holding a Say on Pay Vote every year is appropriate.
Required Vote
The frequency of future advisory votes to approve executive compensation receiving the greatest number of votes cast on the matter at the 2017 Annual Meeting (every one year, two years, or three years), in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting will be considered the frequency recommended by stockholders, 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 every “ONE YEAR” on this Proposal as Disclosed in this Proxy Statement
Broadridge 2017 Proxy Statement 31
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 Tabletable on page 54:78.
Timothy C. Gokey | CEO and Director |
| James M. Young* | Former SVP and CFO |
| Richard J. Daly | |
Christopher J. Perry | |
Robert Schifellite |
| * | Mr. Young left the Company on August 31, 2020, following the end of the fiscal year. Matthew J. Connor is serving as our Interim CFO effective September 1, 2020. |
| TABLE OF CONTENTS | |
Philosophy and Objectives of our Executive Compensation Program | 51 |
| 2020 Financial Performance Highlights | 53 |
| 2020 Compensation Highlights | 56 |
| Fiscal Year 2020 Compensation Actions | 57 |
| Target Compensation for Named Executive Officers | 58 |
| Executive Total Compensation Mix | 58 |
| Compensation Governance Policies and Practices | 59 |
| Roles and Processes for Executive Compensation Decision-Making | 60 |
| Elements of Executive Compensation | 63 |
| Additional Benefits | 71 |
| Employment Agreements | 73 |
| Corporate Governance Policies | 73 |
| Section 162(m) | 74 |
| Non-GAAP Financial Measures | 75 |
| Compensation Committee Report | 77 |
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. |
| BROADRIDGE 2020 PROXY STATEMENT | 51 |
32 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
| ● | Pay for performance: Our program is designed to provide a clear line of sight and connection between compensation and performance, both individual and organizational. A significant portion of each executive’s pay varies based on organizational, individual and, where appropriate, divisional performance. |
| ● | Align compensation with stockholder value: We align the interests 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 meet performance goals in a manner that supports our longer-term strategic objectives, with a significant portion of our executives’ compensation opportunity linked to our Common Stock. |
| – | Our annual cash incentive program is designed 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 equity incentive compensation program is designed to align executive officer financial interests with those of stockholders and to help improve our long-term profitability and stability through the attraction and retention of superior talent. |
The components of our executive compensation program are outlined below:
Who receives | All Named Executive Officers | ||||
Form of delivery | Cash | Equity | |||
Performance period | Ongoing | One year | Two years, plus additional vesting period (total | ||
Performance measures | N/A | ● Three financial measures for corporate officers plus three financial measures for divisional officers | |||
● Client satisfaction goals | |||||
● Individual strategic and leadership goals | Compensation Adjusted EPS | Stock price appreciation | |||
Link to Compensation and Business Objectives | Attract and retain executive talent | Focus | 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 appreciation | |
In addition to the compensation elements described above, we
We also provide additional benefits, including retirement plans and modest perquisites, as described beginning on page 48.71.
| 52 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
20172020 Financial Performance Highlights
In fiscal year 2017,2020, despite the impact of the Covid-19 pandemic on our operations and the economic downturn, we achieved another year of strong financial performance, including record closed sales results. Our operations are critical components of the overall financial markets infrastructure in the U.S. and globally. As a result, we were permitted to continue operating in all jurisdictions in which we conduct business including in jurisdictions that mandated the closure of certain businesses. Accordingly, we took significant measures to protect the health of our employees and to minimize our operational disruption and resulting provision of services to our clients from the Covid-19 pandemic, including adopting strict social distancing and cleaning measures in our production facilities, load balancing of client jobs between various facilities, and instituting work from home protocols for employees not involved in production operations, amongst other measures. These measures enabled Broadridge to remain operational and meet the processing and communications needs of our clients.
For example, we processed record levels of equity and fixed income trades in the third and fourth quarters of fiscal 2020 during a period of significant market volatility caused by the Covid-19 pandemic. In addition, the number of virtual shareholder meetings we enabled increased from approximately 300 in fiscal year 2019 to over 1,500 meetings this year. We also distributed a record number of equity and fund shareholder communications.
| (1) | Note that the adjusted measures presented in this section are Non-GAAP. For information on the Company‘s use of Non-GAAP financial measures, see “Non-GAAP Financial Measures” on page 75 of this Proxy Statement. |
| (2) | Our performance-based compensation uses Non-GAAP financial measures that are further adjusted as set forth in the 2018 Omnibus Plan. We refer to these measures as “Compensation Adjusted” measures. For information on the Company‘s use of Compensation Adjusted metrics, see pages 75-76 of this Proxy Statement. |
| BROADRIDGE 2020 PROXY STATEMENT | 53 |
Broadridge 2017 Proxy Statement 33
Executive Compensation
| Executive Compensation |
Our strong financial results enabled the Company to generate total shareholder return of 18% and 93%76% for the one-year and three-year periodsperiod ended June 30, 2017, respectively. This2020, resulting in performance would have put Broadridge within the top half of companies in the S&P 500 for the one-year period and within the top quartile of companies in the S&P 500 forover the three-year period. Our total return is calculated as the annualized rate of return reflecting our common stockCommon Stock price appreciation plus the reinvestment of dividends and the compounding effect of dividends paid on reinvested dividends.
Disciplined stewardship of our capital remains a key focus for Broadridge, and we continued to pursue a balanced, long-term approach this year. We continuedgenerated free cash flow of $499 million in fiscal year 2020, and we utilized this cash to invest in our growth and return capital to our stockholders through share repurchases and increased levels of dividends, while also investing inmaintaining our business through acquisitions.leverage at targeted levels.
During the fiscal year, we repurchased 4.9approximately 0.3 million shares at an average pricefor a total amount of $69.64 under our$27 million, net of proceeds from the exercise of stock repurchase program.options. In total, in fiscal year 20172020, we returned $434$269 million to stockholders in the form of dividends and share repurchases, net of proceeds from the exercise of stock options.repurchases.
Acquisitions are an important part of our strategy. We spent a total of $539 million on acquisitions and other strategic investments in fiscal year 2017, including the acquisition in July 2016 of the North American Customer Communications business (“NACC”) of DST Systems, Inc. for an aggregate purchase price of $410 million. NACC has been integrated into our existing customer communications business to create Broadridge Customer Communications.
The NACC acquisition expands the services we provide to corporations to include other forms of communications including both print and digital bills and statements, and provides additional benefits with respect to our digital communication strategy.
WeBoard increased the annual dividend amount paiddeclared by 10%11% during fiscal year 2017.2020. Also, in August 2017, our2020, the Board of Directors increased our annual dividend amount for fiscal year 20182021 by 11%6% to $1.46$2.30 per share, subject to the discretion of the Board of Directors to declare quarterly dividends. With this increase, our annual dividend has increased for the tenth14th consecutive year since becoming a public company in 2007.company.
| 54 | BROADRIDGE 2020 PROXY STATEMENT |
34 Broadridge 2017 Proxy Statement
Executive Compensation
Acquisitions are an important part of our overall strategy and a critical part of our capital allocation strategy. During fiscal year 2020, we invested a total of $339 million on six acquisitions during the year that will further strengthen and grow our capabilities across our governance, capital markets, and wealth and investment management businesses. The significant acquisitions closed during the year include:
| ● | In October 2019, we acquired Shadow Financial Systems, Inc., a provider of multi-asset class post-trade solutions for the capital markets industry. The acquisition builds upon Broadridge’s post-trade processing capabilities by adding a market-ready solution for exchanges, inter-dealer brokers and |
| ● | In November 2019, we acquired Fi360, Inc., a provider of fiduciary and Regulation Best Interest solutions for the | ||
| retirement market. |
| ● | In November 2019, we acquired ClearStructure Financial Technology, LLC, a global provider of portfolio management solutions for the private debt markets. ClearStructure’s component services enhance Broadridge’s existing multi-asset class, front-to-back office asset management technology suite, providing Broadridge clients with a capability to access the public and private markets. |
| BROADRIDGE 2020 PROXY STATEMENT | 55 |
Broadridge 2017 Proxy Statement 35
Executive Compensation
2017
| Executive Compensation |
| ● | In February 2020, we acquired FundsLibrary Limited, a provider of fund document and data dissemination in the European market. FundsLibrary’s solutions enable fund managers to increase distribution opportunities and help them comply with regulations such as Solvency II and MiFID II. FundsLibrary has been combined with FundAssist Limited, our existing European funds regulatory communications business. The combined solution provides funds with a single, integrated provider to manage data, perform calculations, compose documents, manage regulatory compliance and disseminate information across multiple jurisdictions. |
Our philosophygoal is to position the total target compensation structure for our executive officers, in the aggregate,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 belowrelative to the median based on a variety of factors including revenue responsibility, complexity of role, 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.
Fiscal
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 understand how his or her contributions influence the performance measures being evaluated. |
| ● | We design our rewards and performance goals so executives see alignment 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, and despite the operational challenges and general economic headwinds experienced as a result of the Covid-19 pandemic, Broadridge demonstrated another year 2017of solid growth in fiscal year 2020 including 10% recurring fee revenue growth, 8% Non-GAAP Adjusted EPS growth, and record closed sales, which supported the payouts under the short-term and long-term incentive plans. Our Named Executive Officers’ actual TDC for the Named Executive Officersfiscal year 2020 reflects the Company’s strong overall performance in this fiscal year.financial performance. The annual cash incentive payments for the Named Executive Officers were above their targets, as described below.targets. In addition, performance-based RSU awards for the performance period ending withended in fiscal year 20172020 were earned at 120% of their target amounts, reflecting average fiscal years 2019 and 2020 Compensation Adjusted EPS performance in fiscal years 2016 and 2017 that exceeded our target performance goals.
In summary, the Compensation Committee concluded that fiscal year 2017 compensation was well aligned with the Company’s performance for the year and that the connection between pay and performance was strong.
In summary, the Compensation Committee concluded that there was strong correlation between actual pay and performance for fiscal year 2020. |
Compensation Objectives and
| 56 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
Fiscal Year 20172020 Compensation Actions
A summary of the actions taken by the Compensation Committee during the year are set forth below.
Base Salary | • | ||
| • | In September 2020, the Compensation Committee determined to not award base salary increases to the NEOs for fiscal year 2021 due to the impact of the Covid-19 pandemic, in alignment with actions taken for all associates other than certain production associates and associates in India | ||
| Annual Cash Incentive Compensation | • | Annual cash incentive targets and performance year | |
• | Payments for the Named Executive Officers ranged from | ||
| Long-Term Equity Incentive Compensation | • | Performance-based RSUs granted in October employment | |
| • | Performance-based RSUs were granted in October | ||
| • | Stock options were granted in February | ||
| Change in Control | • | Amended the CIC Plan to: | |
| Severance Plan for | |||
| Corporate Officers | – | shorten the protection period for equity awards following a CIC to two years from the previous three-year protection period, which became effective for awards granted after September 2019 | |
| – | shorten the protection period for cash severance following a CIC to two years from the previous three-year protection period, effective December 2020 | ||
| – | add payment of pro-rata bonuses based on two-year average actual awards upon CIC-related terminations, effective December 2020 | ||
| BROADRIDGE 2020 PROXY STATEMENT | 57 |
Summary of
| Executive Compensation |
Target Compensation for Named Executive Officers
A summary of the fiscal year 20172020 target TDC of the Named Executive OfficersNEOs, as approved by the Compensation Committee, is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table,table, which can be found on page 5478 of this Proxy Statement and is not a substitute for such information. As required by SEC rules, the stock award and stock option columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2017. The target equity values in the table below represent the target award amounts approved by the Compensation Committee.
Base Salary | Annual Cash Incentive | Annual Equity Incentive | ||||||||||||||||||||||
Name | Annual Value | Fixed Cash as % of Target TDC | Cash Incentive Target as % of Salary | Target Value | Cash Incentive as % of Target TDC | Target Value | Equity as % of Target TDC | Target TDC | ||||||||||||||||
Mr. Daly | $ | 901,250 | 13% | 165% | $ | 1,487,063 | 21% | $ | 4,750,000 | 67% | $ | 7,138,313 | ||||||||||||
Mr. Young | $ | 546,364 | 25% | 85% | $ | 464,409 | 21% | $ | 1,150,000 | 53% | $ | 2,160,772 | ||||||||||||
Mr. Gokey | $ | 618,000 | 20% | 130% | $ | 803,400 | 26% | $ | 1,650,000 | 54% | $ | 3,071,400 | ||||||||||||
Mr. Perry | $ | 583,495 | 28% | 140% | $ | 816,893 | 39% | $ | 700,000 | 33% | $ | 2,100,388 | ||||||||||||
Mr. Schifellite | $ | 566,500 | 27% | 115% | $ | 651,475 | 31% | $ | 900,000 | 42% | $ | 2,117,975 | ||||||||||||
36
| 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 |
| Timothy C. Gokey | $900,000 | 11% | 150% | $1,350,000 | 16% | $6,100,000 | 73% | $8,350,000 |
| James M. Young | $611,573 | 19% | 100% | $611,573 | 19% | $2,015,000 | 63% | $3,238,146 |
| Richard J. Daly | $750,000 | 17% | 125% | $937,500 | 21% | $2,812,500 | 62% | $4,500,000 |
| Christopher J. Perry(1) | $640,696 | 22% | 140% | $896,974 | 30% | $1,410,000 | 48% | $2,947,671 |
| Robert Schifellite | $634,113 | 23% | 115% | $729,230 | 26% | $1,395,000 | 51% | $2,758,344 |
| (1) | Due to his change in role in fiscal year 2020, Mr. Perry’s annual equity incentive is reported as $1,410,000, a sum of his performance-based RSU award of $455,000 granted while he served in his former role, and his stock option award of $955,000 granted following his promotion. |
Broadridge 2017 Proxy Statement
Executive Compensation
Executive Total Compensation Mix
A significant portion of the CEO’sCEO and other Named Executive Officers’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.
Strong Stockholder Support The pay mix for our Compensation Programs
Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers (the Say on Pay Vote). At the 2016 annual meeting of stockholders, stockholders continued their strong support of our executive compensation program with over 95% of the votes cast in favor of the proposal. Based on the outcome of the annual advisory vote, the Compensation Committee believes that the Company’s current executive compensation programCEO and other NEOs is generally aligned with the interestspractices 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 2017.Peer Group, as defined on page 62.
The Compensation Committee will continue to consider the outcome of the Company’s Say on Pay Votes and the views of our stockholders when making future compensation decisions for the Named Executive Officers.
This year, in addition to presenting the annual Say on Pay proposal for advisory vote, the Company is requesting your non-binding vote on the frequency of the Say on Pay Vote to approve the compensation of its Named Executive Officers as disclosed in the Proxy Statement (the Frequency Vote). Currently, the Say on Pay proposal is included every year. Recognizing stockholder expectations and market practice, the Board believes that holding the Say on Pay Vote every year is appropriate.
| (1) | Other NEO target TDC is an average of the annualized total compensation of Mr. Young, Mr. Daly, Mr. Perry, and Mr. Schifellite. |
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Broadridge 2017 Proxy Statement 37
Executive Compensation
| Executive Compensation |
Compensation Governance Policies and Practices
The Company has the following policies and practices in place in order to ensure that we minimize excessive risk taking and meet best practices in compensation governance:
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| BROADRIDGE 2020 PROXY STATEMENT | 59 |
38 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
Key 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 Executive Chairman and approves the compensation for the remainder of our executive officers after taking into account the CEO’s recommendations including:
| CEO EVALUATION PROCESS | |
 | The Board evaluates the performance of the CEO annually. For fiscal year 2020, the Board’s evaluation of Mr. Gokey’s performance took into account the CEO scorecard. The CEO scorecard assessed financial and operational business performance against pre-determined goals in five categories: financial achievement, strategic growth, operational excellence, human capital, and client goals. For more information on the fiscal year 2020 goals, please see the section entitled “Strategic and Leadership Goals” on page 66 of this Proxy Statement. |
| The Board used the results of the CEO scorecard to evaluate Mr. Gokey’s performance when determining the achievement of his strategic and leadership goals of his fiscal year 2020 cash incentive. They also used the results of the CEO scorecard in setting his fiscal year 2021 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 Board wants the CEO to pursue in the upcoming fiscal year. | |
| EXECUTIVE CHAIRMAN EVALUATION PROCESS | |
| | The Board evaluates the performance of the Executive Chairman annually. 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 2020 cash incentive and approved his fiscal year 2021 base salary and incentive compensation targets. |
| 60 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
Role of the Independent 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.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.
The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2017,2020, 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 17 of this Proxy Statement for additional information about the role of FW Cook.
Role of Management
Our CEO makes recommendations to the Compensation Committee with respect to the base salaries, annual cash incentive awards and long-term 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 histhe 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 that affectwith respect to his own or our Executive Chairman’s compensation.
Broadridge 2017 Proxy Statement
39
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 20172020 target compensation was determined by the Compensation Committee in August 2016 taking into account the peer group established earlier in 2016 andPeer Group set out below.
How the Peer Group was Chosen:
| HOW THE PEER GROUP WAS CHOSEN: | HOW WE USE THE PEER GROUP: |
• | Comparable businesses operating in similar industries |
• | Within a reasonable range of revenue, market capitalization, operating income, total assets and number of employees compared to Broadridge, with revenue and market capitalization as the primary |
| measures • | Similar cost structures, business models, and compensation models |
• | Similar level of global |
presence
How we use the Peer Group:
• | As a reference point to assess the competitiveness of base salary, incentive targets, and |
• | As information on market practices |
• | To compare Company performance and validate whether executive compensation programs are aligned with Company performance |
| BROADRIDGE 2020 PROXY STATEMENT | 61 |
Executive Compensation |
The Compensation Committee, with the assistance of its independent compensation consultant, FW Cook, determined that the following | |||
| • | Alliance Data Systems Corporation | • | IHS Markit Ltd. |
| • | Corelogic, Inc. | • | Paychex, Inc. |
| • | Equifax, Inc. | • | SS&C Technologies Holdings, Inc.(2) |
| • | Euronet Worldwide, Inc. | • | Total System Services, lnc.(3) |
| • | Fidelity National Information Services, Inc. | • | Verisk Analytics, lnc.(2) |
| • | Fiserv, Inc. | • | The Western Union Company |
| • | Gartner, lnc.(2) | • | Worldpay, lnc.(3) |
| • | Global Payments Inc. | ||
| (1) | CA, |
| (2) |
| (3) |
The Compensation Committee decided to remove Fidelity National Information Services, Inc. from the Peer Group for fiscal year 2017 as it was considered too large following its acquisition of SunGard in 2016. The Committee decided to add CA, Inc. and Vantiv to the Peer Group for fiscal year 2017, both of which are comparable in size and business to the Company. Following the acquisition of Heartland Payment Systems Inc. by Global Payments Inc. in April 2016, the Committee continued to include both companies in the Peer Group for fiscal year 2017 compensation purposes.
At the time of the Compensation Committee’s compensation review, Broadridge was at the 46th73rd percentile for revenue and the 44th35th percentile onof the average of all financial measures compared with the Peer Group.Group (revenue, market capitalization, operating income, total assets, and total employees).
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 national 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 were 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 notspecificto any particularsubset of companies.
| 62 | BROADRIDGE 2020 PROXY STATEMENT |
40 Broadridge 2017 Proxy Statement
Executive Compensation
CEO Evaluation Process
| Executive Compensation |
The Board of Directors evaluates the performance of the CEO annually. For fiscal year 2017, the Board’s evaluation of Mr. Daly’s performance took into account a CEO balanced scorecard. The CEO balanced scorecard assessed financial and operational business performance against pre-determined objectives in four categories: financial goals, operational excellence goals, human capital goals, and client goals. For more information on the fiscal year 2017 goals, please see the section entitled “Corporate Officer Bonus Plan—Strategic and Leadership Goals” beginning on page 44.
The Board of Directors concluded that Mr. Daly exceeded its overall expectations based on his leadership of the Company and in driving strong operational and financial performance. The Compensation Committee considered the Board of Directors’ evaluation of Mr. Daly’s performance when determining his fiscal year 2017 cash incentive achievement and his fiscal year 2018 base salary and incentive compensation targets.
The Board of Directors also used the CEO balanced scorecard to communicate the key performance and strategic and leadership goals that it wants Mr. Daly to pursue in the upcoming fiscal year.
Elements of Executive Compensation
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 2017,2020, the Compensation Committee approved base salary increases, effective September 1, 2019. The increases for the Named Executive Officers, other than Mr. Daly, were in recognition of three percent (3%), in line with other employeestheir continued strong performance and comparison to market pay levels for their roles. Mr. Daly did not receive an increase due to the planned CEO transition.
| Name | Fiscal Year 2019 Base Salary | Change | Fiscal Year 2020 Base Salary |
| Timothy C. Gokey | $875,000 | 2.9% | $900,000 |
| James M. Young | $590,892 | 3.5% | $611,573 |
| Richard J. Daly | $750,000 | – | $750,000 |
| Christopher J. Perry | $619,030 | 3.5% | $640,696 |
| Robert Schifellite | $612,670 | 3.5% | $634,113 |
In September 2020, the Compensation Committee determined to not award base salary increases to the NEOs for fiscal year 2021 due to the impact of the Company, except that Mr. Schifellite received a salary adjustment of ten percent (10%) to reflect his key role as leader of our largest businessCovid-19 pandemic, in alignment with actions taken for all associates other than certain production associates and associates in driving strong results including product growth. The salary increases were effective September 1, 2016.India.
Name | Fiscal Year 2016 Base Salary | Increase | Fiscal Year 2017 Base Salary | ||||||
Richard J. Daly | $ | 875,000 | 3.0% | $ | 901,250 | ||||
James M. Young | $ | 530,450 | 3.0% | $ | 546,364 | ||||
Timothy C. Gokey | $ | 600,000 | 3.0% | $ | 618,000 | ||||
Christopher J. Perry | $ | 566,500 | 3.0% | $ | 583,495 | ||||
Robert Schifellite | $ | 515,000 | 10.0% | $ | 566,500 | ||||
Incentive Compensation
Broadridge provides both annual and long-term performance-based compensation to all of its executive officers, including those who arethe Named Executive Officers. These plans operate withinThe Officer Bonus Plan provides the framework for the calculation and payment of annual performance-based cash incentives to our Named Executive Officers and other executive officers and the 2018 Omnibus Plan. Plan provides the structure for equity awards for our Named Executive Officers and all other eligible associates.
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 52.75 of this Proxy Statement. Investors should not apply these measures and goals to other contexts.
| BROADRIDGE 2020 PROXY STATEMENT | 63 |
Broadridge 2017 Proxy Statement 41
Executive Compensation
| Executive Compensation |
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:
Early in the fiscal year | Target bonus is a percentage of salary. | NEO target bonus percentages remained unchanged from | |||
 | |||||
| STEP 2 | ESTABLISH PERFORMANCE GOALS • 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 | Early in the fiscal year | |||
See 65. | |||||
| |||||
After the fiscal year-end | Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1) | ||||
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| STEP 4 | ASSESS THE STRATEGIC AND LEADERSHIP PERFORMANCE | After the fiscal | |||
Compensation Committee reviews and approves for all | See 66. | ||||
| (1) | For information on how these metrics are calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page |
Corporate Officer Bonus Plan – 2017 Performance Funding Target
For the annual cash incentive awards, the Compensation Committee established that no amount would be payable to the Company’s officers for fiscal year 2017 unless the Company’s fiscal year 2017 Adjusted Net Earnings were at least $229.7 million. Broadridge’s compensation Adjusted Net Earnings for fiscal year 2017 were $383.9 million and, therefore, exceeded the $229.7 million threshold required in order to pay cash incentive awards under this plan. For the definition of Adjusted Net Earnings and for information on how it is calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 52.
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42 Broadridge 2017 Proxy Statement
Executive Compensation
Achievement of the performance threshold goal establishes a maximum award amount that each executive officer is eligible to receive, equal to 200% of their target amount set forth below. However, the actual cash incentive award payable is determined by the Compensation Committee based on the scoring of the financial and leadership goals established for each officer as described below, limited to the maximum award amount.
| Executive Compensation |
Corporate Officer Bonus Plan – 2017Annual Cash Incentive Compensation—2020 Performance Metrics
For fiscal year 2017,2020, the Compensation Committee determined that the annual cash incentive awards for the Named Executive Officers be calculated as follows:
Corporate Officer Bonus Plan – 2017 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. These financial goals include the NACC business acquired by the Company during fiscal year 2017.
(1) | For information on how these metrics are calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 75. |
| (2) | For Mr. Schifellite, the performance weightings are half of what is indicated on the table above. |
| (3) | The fiscal year 2020 Closed sales target was less than the actual fiscal year 2019 results as a result of a large sale in fiscal year 2019 that was not expected to repeat in fiscal year 2020, and a change in methodology made in fiscal year 2020 to calculate the Closed sales target on a net basis after taking into account a sales revaluation allowance adjustment. |
| BROADRIDGE 2020 PROXY STATEMENT | 65 |
Broadridge 2017 Proxy Statement 43
Executive Compensation
| Executive Compensation |
In addition to the Corporate Financial Goals,corporate financial goals, Mr. Schifellite’s Corporate Officer Bonus Planbonus plan includes Adjusteddivisional adjusted EBT, Closed Salesclosed sales and Fee-Based Revenuefee-based revenue goals based on the performance of the bank, broker-dealer andour ICS business segment. The corporate issuer solutions business of our Investor Communication Solutions segment (“Bank/Broker/Issuer division”). The Corporate Financial Goalsfinancial goals and those of the Bank/Broker/Issuer divisionICS 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 Bank/Broker/Issuer divisionICS segment because this information is not otherwise publicly disclosed, by the Company, and the Company believes it would cause competitive harm to do so in this Proxy Statement. The Bank/Broker/Issuer division financial goals were set above last year’s achievement and the outcome was substantially uncertain at the time the goals were set. Achievement of the Bank/Broker/Issuer divisionMr. Schifellite’s divisional goals ranged from 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% of target performance in fiscal year 2017, 98% to 103% of target performance in fiscal year 2016, and 101% to 106% of target performance in fiscal year 2015.2017. For fiscal year 2017,2020, the weighted-average score of the Bank/Broker/Issuer division Financial GoalsICS segment financial goals was 107%117%.
Mr. Perry’s Corporate Officer Bonus Planbonus plan contemplates his continued responsibility for our sales and marketing function, and therefore 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 |
| ● | Sales Incentive Component, which is scored based on Broadridge’s closed sales achievement. |
Corporate 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, typically 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 Corporate Officer Bonus Planbonus 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
In fiscal year 2020, Broadridge introduced a significantly revised client satisfaction survey designed to provide deeper client insight into our products and services. The new survey was introduced in February 2020, just before the Covid-19 outbreak. We received significantly fewer responses, likely due to the impact of the Investor Communication Solutions and Global Technology and Operations business segments. The scorepandemic, which were not sufficient in number to allow us to accurately assess full year client satisfaction. As a result, the Compensation Committee determined that for fiscal year 2020 only, client satisfaction goal would be scored the same as the financial metrics, or 110% of target for Mr. Schifellite, is based solely on the performance of the Bank/Broker/Issuer division. The percentage earned by Mr. Schifellite was 200%and 103% of target andfor the percentage earned by the otherremaining Named Executive Officers was 142% of target.Officers.
Corporate 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.
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44 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
CEO
The following primary strategic and leadership goals were communicated to Mr. DalyGokey by the Compensation Committee at the beginning of the fiscal year.in November 2019. The Compensation Committee evaluated Mr. Daly’sGokey’s achievement of these strategic and leadership goals which are set forth in the CEO balanced scorecard:
CEO | ||
Financial Goals: Meet established financial goals and achieve top quartile total shareholder return performance | ||
Strategic Growth Goals: Drive strategic initiatives to support growth | The Company achieved strong financial results while investing in growth, | client-centric innovation. The Company objectives positioning the Company for future growth. |
Human Capital Goals: Develop bench strength throughout the organization, paying special attention to increasing diversity | Annual talent reviews The Company received Great Place to Work certification in the U.S., Canada, and India (for the second year in a row) and the Company was voted a Best Company to Work for in New York (for the 13th year in a row). | |
Operational Excellence: Ensure that operations are accurate, dependable and efficient | Broadridge processed triple the | The Company |
| Client Goals: Further client retention and satisfaction goals | The |
The Compensation Committee specifically considered these key accomplishments in its assessment of Mr. Daly’sGokey’s exemplary overall performance, and decidedconcluded that Mr. Gokey’s strong leadership exceeded its overall expectations, particularly during a challenging year in light of the Covid-19 pandemic. As a result, the Compensation Committee determined to pay Mr. Daly 130%Gokey 125% of the target on the strategic and leadership goals portion of his cash incentive award.
Executive Chairman
The Board reviewed Mr. Daly’s performance as Executive Chairman for fiscal year 2020. The strategic and leadership goals for Mr. Daly included leadership of the Board and advising Mr. Gokey on important initiatives such as regulatory matters, digital adoption, and retail shareholder engagement. The Compensation Committee noted Mr. Daly’s strong commitment and drive with respect to these important initiatives and that they are key drivers of Broadridge’s successful performance. As a result, the Compensation Committee decided to pay Mr. Daly 125% of the target on the strategic and leadership goals portion of his cash incentive award.
| BROADRIDGE 2020 PROXY STATEMENT | 67 |
| Executive Compensation |
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. Daly;Gokey; however, theythe goals varied byfor each 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:
Mr. DalyGokey 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. The following key accomplishments were considered in determining the achievement of their strategic and leadership goals. In particular, the ability to help the Company achieve strong performance given the challenges presented by the Covid-19 pandemic was factored into their achievement.
| OTHER NEOs | STRATEGIC AND LEADERSHIP GOALS ACHIEVEMENT |
| Mr. Young | In scoring Mr. Young’s individual strategic and leadership goals achievement the Committee took into account his success in building and maintaining a high caliber finance team, effectively managing the Company’s debt maturity and liquidity needs, and maintaining an active outreach program to new and existing investors. |
| Mr. Perry | In scoring Mr. Perry’s individual strategic and leadership goals achievement the Committee took into account our record closed sales results, and his continued effective management of the sales and marketing teams. |
| Mr. Schifellite | In scoring Mr. Schifellite’s individual strategic and leadership goals achievement the Committee took into account his leadership of our largest business through the challenges presented by the pandemic, his effective representation of the Company in relationships with regulators and other industry stakeholders, and his successful execution and integration of acquisitions. |
Fiscal Year 20172020 Annual Corporate Officer BonusIncentive Compensation Payments
The results of the annual Corporate Officer Bonusincentive award calculations for fiscal year 20172020 are as follows:detailed below.
Fiscal Year 2017 Corporate Officer Bonus Plan Payment | ||||||||||||||||||||||||||||||
Name | Base Salary | Target % | Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned as % of Target | Earned $ | ||||||||||||||||||||||
Richard J. Daly | $ | 901,250 | x | 165% | = | $ | 1,487,063 | 115.6% | 142.2 | % | 130.0% | 120.5% | $ | 1,792,134 | ||||||||||||||||
James M. Young | $ | 546,364 | x | 85% | = | $ | 464,409 | 115.6% | 142.2 | % | 135.0% | 121.8% | $ | 565,488 | ||||||||||||||||
Timothy C. Gokey | $ | 618,000 | x | 130% | = | $ | 803,400 | 115.6% | 142.2 | % | 130.0% | 120.5% | $ | 968,218 | ||||||||||||||||
Robert Schifellite | $ | 566,500 | x | 115% | = | $ | 651,475 | 111.3% | 200.0 | % | 125.0% | 119.2% | $ | 776,363 | ||||||||||||||||
| Name | Base Salary as of June 30, 2020 | Target (%) | Target ($) | Financial (70%) | Client Satisfaction (5%) | Strategic and Leadership (25%) | Earned as % of Target | Earned ($) | ||
| Timothy C. Gokey | $900,000 | x | 150% | = | $1,350,000 | 103% | 103% | 125% | 109% | $1,468,800 |
| James M. Young | $611,573 | x | 100% | = | $ 611,573 | 103% | 103% | 110% | 105% | $ 642,457 |
| Richard J. Daly | $750,000 | x | 125% | = | $ 937,500 | 103% | 103% | 125% | 109% | $1,020,000 |
| Robert Schifellite | $634,113 | x | 115% | = | $ 729,230 | 110% | 110% | 140% | 117% | $ 856,299 |
Mr. Perry’s annual incentive award is split evenly between a corporate goals component and a sales incentive component to reflect his continued role in managing our Global Sales, Marketing and Client Solutions function.
| Base Salary as of June 30, 2020 | Target (%) | Total Target ($) | Corporate Goals Component | Sales Incentive Component | Total | |||||||||
| Target (50% of Total) ($) | Financial (70%) | Client Satisfaction (5%) | Strategic and Leadership (25%) | Earned ($) | Target (50% of Total) ($) | Closed Sales (100%) | Earned ($) | Earned as % of Target | Earned ($) | |||||
| $640,696 | x | 140% | = | $896,974 | $448,487 | 103% | 103% | 130% | $493,560 | $448,487 | 123% | $550,070 | 116% | $1,043,630 |
| 68 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 45
Executive Compensation
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 | |||||||||||||||||||||||||||
Target $ | Financial % (70%) | Client Satisfaction % (5%) | Strategy and Leadership % (25%) | Earned $ | Target $ | Closed Sales % (100%) | Earned $ | Earned as % of Target | Earned $ | ||||||||||||||||||||
$ | 408,447 | 115.6% | 142.2% | 120.0% | $ | 482,028 | $ | 408,447 | 159.4% | $ | 651,064 | 138.7% | $ | 1,133,092 | |||||||||||||||
| Executive Compensation |
Long-Term Equity Incentive Compensation
The purpose of long-term equity incentive compensation provided under the Omnibus Plan 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 Broadridge stockCommon 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.himself and Mr. Daly. The Compensation Committee retains full responsibility for approval of individual grants. Details on the types ofannual equity awards granted are provided in the table below.
Stock Options | August The Compensation Committee February | Vest 25% per year on the anniversary date of the grant, subject to continued employment with the Company. | ● The exercise price equals the | |
● Stock options have a 10-year maximum term. | ||||
● The number of stock options is determined by dividing the target value by the option’s | ||||
Performance- Based RSUs | August The Compensation Committee October Performance-based RSUs granted. | Vest on April | ● The performance | |
2021. ● 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 |
| (1) | The |
| (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) |
| BROADRIDGE 2020 PROXY STATEMENT | 69 |
46 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
Fiscal Year 20172020 Long-Term Equity Incentive TargetsAwards Granted
In August 2016,2019, the Compensation Committee approved the followingfiscal year 2020 long-term equity incentive award targets for fiscal year 2017 for the Named Executive Officers, taking into account the review of the Peer Group market analysis completed by FW Cook, and the NEOs’Named Executive Officers’ ongoing roles and impact to the organization:
Long-Term Equity Incentive Target | ||||||
Name | Fiscal Year 2016 | Fiscal Year 2017 | ||||
Richard J. Daly | $ | 4,250,000 | $ | 4,750,000 | ||
James M. Young | $ | 1,050,000 | $ | 1,150,000 | ||
Timothy C. Gokey | $ | 1,400,000 | $ | 1,650,000 | ||
Christopher J. Perry | $ | 700,000 | $ | 700,000 | ||
Robert Schifellite | $ | 850,000 | $ | 900,000 | ||
Fiscal Year 2017 Long-Term Incentive Awards
Based on the targets approved in August 2016, theorganization.
The Compensation Committee approved the grant of the following annual stock option and performance-based RSUs and stock optionsRSU awards during fiscal year 2017:2020:
Name | Stock Option Awards (#) | Stock Option Target Value ($) | RSU Award (#) | RSU Target Value ($) | ||||||||
Richard J. Daly | 170,986 | $ | 2,375,000 | 34,752 | $ | 2,375,000 | ||||||
James M. Young | 41,396 | $ | 575,000 | 8,413 | $ | 575,000 | ||||||
Timothy C. Gokey | 59,395 | $ | 825,000 | 12,071 | $ | 825,000 | ||||||
Christopher J. Perry | 25,197 | $ | 350,000 | 5,121 | $ | 350,000 | ||||||
Robert Schifellite | 32,397 | $ | 450,000 | 6,584 | $ | 450,000 | ||||||
| Name | Annual Stock Options | Annual Performance-Based RSUs | Total Annual Value ($) | ||
| Awards (#) | Value ($) | Awards (#) | Value ($) | ||
| Timothy C. Gokey | 125,877 | $3,050,000 | 23,972 | $3,050,000 | $6,100,000 |
| James M. Young(1) | 41,580 | $1,007,500 | 7,918 | $1,007,500 | $2,015,000 |
| Richard J. Daly | 58,037 | $1,406,250 | 11,052 | $1,406,250 | $2,812,500 |
| Christopher J. Perry(2) | 39,413 | $ 955,000 | 3,576 | $ 455,000 | $1,410,000 |
| Robert Schifellite | 28,786 | $ 697,500 | 5,482 | $ 697,500 | $1,395,000 |
| (1) | Mr. Young left the Company on August 31, 2020, therefore all equity awards reflected in this table were forfeited upon his departure. |
| (2) | Due to his change in role in the middle of fiscal year 2020, Mr. Perry’s annual performance-based RSU award was granted in October 2019 at the target level for his former role and his annual stock option award was granted in February 2020 at the target level for his role as President. |
Fiscal Year 2016-20172020 Performance-Based RSU Awards EarnedAwards
The goals for performance-based RSUs granted on October 1, 20152018 were set and evaluated by the Compensation Committee in August 2015.2018. Following the end of the two-year performance period, the Compensation Committee calculateddetermined that the Named Executive Officers earned 120% of the performance-based RSU target award amounts, due to the achievement of average compensationCompensation Adjusted EPS of $2.90 infor fiscal years 20162019 and 2017.2020 of $4.93. Broadridge’s compensationannual Compensation Adjusted EPS achievement for fiscal years 20162019 and 20172020 was $2.77$4.83 and $3.03,$5.02, respectively. The earned RSUs will vest and convert to shares of our common stockCommon Stock on April 1, 2018,2021, provided that the plan participantofficer remains actively employed with Broadridge on the vesting date.
(1) | For information on how this metric is calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 75. |
| 70 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 47
Executive Compensation
| Executive Compensation |
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 Broadridge 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”ERSP”) is a defined contribution restoration plan that mirrors Broadridge’s qualifiedthe 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 5983 and 6084 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 a charitable foundation established and funded by the Company, provides up to $10,000 per calendar year in matching of charitable contributions made to qualified tax-exempt organizations on behalf of executive officers. As part of our response to the Covid-19 pandemic, Broadridge provided a double match for associate donations to certain Covid-19 relief organizations. The Compensation Committee approved the participation of executive officers in the double match program; the additional match amounts do not count towards the $10,000 calendar year maximum.
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 20172020 and determined that they are in line with perquisites provided by companies with which Broadridge competes for talent.
Please see the “AllAll Other Compensation”Compensation table on page 5579 of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.
| BROADRIDGE 2020 PROXY STATEMENT | 71 |
48 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
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 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 executivesexecutive 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 the vesting of certain equity awards will be accelerated.
In fiscal year 2020, the Compensation Committee amended the CIC Plan in order to align it with current prevalent market practices. Under the terms of the CIC Plan, these changes are generally effective December 10, 2020, which is six months from the approval date, as required by the CIC Plan. The amendments:
| ● | Shortened the protection period following a CIC from three years to two years |
| ● | Added the payment of pro-rata bonuses for the year of a qualifying termination during the protection period following a CIC based on two-year average actual awards |
| ● | Revised the definition of “good reason” to clarify when a qualifying termination would occur and to: |
| o | include a trigger event for a change in location of primary worksite by more than 50 miles; and |
| o | clarify that the compensation reduction clause requires a material reduction in aggregate compensation and benefits |
In addition, the CIC Plan was amended to prospectively remove the terms related to the treatment of equity awards in a CIC from the CIC Plan and those terms were to be added to the applicable equity award agreements. The Compensation Committee approved forms of award agreement for stock options, time-based RSUs and performance-based RSUs that provide for double-trigger accelerated vesting upon a covered termination of employment for a shortened protection period of two years. These amended terms were effective for equity awards granted after September 2019.
The CIC Plan does not include excise tax gross-up protections.
In 2020, Mr. Daly is partyagreed to aterminate his Change in Control Enhancement Agreement with the Company (the “Enhancement Agreement”) under which he iswas entitled to receive a termination payment of 200% of his cash compensation if his employment terminated without “cause” or he resigned for “good reason” within two years after a CIC, and 150% if his termination occurred between two and three years after a CIC. The Enhancement Agreement provided that he would 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 6285 of this Proxy Statement for further information regarding Broadridge’sthe 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.
| 72 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
In fiscal year 2020, the Compensation Committee revised the definition of “cause” in the Officer Severance Plan to be consistent with our other compensation agreements and plans.
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 6485 of this Proxy Statement for further information regarding the Officer Severance Plan.
Broadridge does not have employment agreements in place with any Named Executive Officers.
Broadridge 2017 Proxy Statement
49
Executive Compensation
Stock Ownership Guidelines and Retention and Holding Period Requirements
The Company’s 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 | 6x | ||
Executive Chairman | 6x | ||
| President | 4x | ||
| Chief Financial Officer | 3x | ||
All other Corporate Senior Vice Presidents and Corporate Vice Presidents | 2x |
What Counts:
| WHAT COUNTS: | WHAT DOESN’T COUNT: |
• | Shares owned outright |
• | 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:
All executive officers arewere in compliance with the stock retention requirement andin fiscal year 2020. Additionally, all executive officers currently meet or are making progress toward meeting the ownership multiples.
| BROADRIDGE 2020 PROXY STATEMENT | 73 |
| Executive Compensation |
Clawback Policy
The Company maintains a clawback policy that requiresprovides for reimbursement by an executive officer, including the NEOs, of all or part of any bonus, incentivecash or equity-basedequity incentive-based compensation that is paid, awarded or vests if and to the extent that: (a) the payment, grant, or vestingaward was predicatedbased upon the achievement of financial results that were subsequently the subject of a financialan accounting restatement due to material noncompliance with financial reporting requirements by the Company, and (b)Company. The policy provides for the recovery of the excess incentive-based compensation paid during a lower payment, award,three-year period preceding the restatement. If the executive officer’s intentional misconduct or vesting would have occurred based uponother wrongful conduct enumerated in the restated financial results.
Under this policy contributed to the circumstances requiring a restatement, then the Company will,may seek to recover all of the extent allowable under applicable laws, require reimbursementexecutive officer’s incentive-based compensation and not just the excess amount.
The policy also provides for recovery of any bonus, incentive or equity-basedan executive officer’s incentive-based compensation previously awarded or cancel any unvested, unexercised or deferred stock awards previously granted toin circumstances other than an accounting restatement in the event the executive officer engaged in intentional misconduct, or other wrongful conduct enumerated in the amount bypolicy, which caused material financial or reputational damage to Broadridge. In that event, the individualCompany may recover up to all of the executive officer’s bonus, incentive or equity-basedincentive-based compensation forduring the three-year period preceding the relevant activity.
In addition, in the event incentive payments are made due to materially inaccurate calculations, the policy provides for recovery of up to all of the executive officer’s incentive-based compensation during the three-year period exceededpreceding the lower amountdiscovery of the inaccurate information.
The clawback policy provides that the Board is not required to take any of these steps if it concludes that doing so would have been received based onnot be in the restated financial results. However,best interests of the Company will not seek to recover bonuses, incentive or equity-based compensation that was paid or had vested more than three years prior to the date the applicable restatement is disclosed.Company.
50 Broadridge 2017 Proxy Statement
Executive Compensation
Pre-Clearance and Insider Trading Policy and Prohibition on Hedging and Pledging
The Broadridge trading policy for the Company’s executive officers, directors and directorsemployees provides that the Company’s executive officers, and 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 the common stockCommon Stock acquired pursuant to exercise of stock options) without first obtaining the approval of the Company’s General Counsel.
Approval of transactions can be sought onlyCounsel, or in his absence, the Company’s CFO, during a defined window period when the executive officers and directorsthey 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 day after the public release by Broadridge of its quarterly and annual earnings information and ending on the date of distribution to any member of Broadridge’s executive officerssenior management of the “flash” financial performance results for the second month of the then current fiscal quarter, but can be closed by the Company’s General Counsel 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.
Impact of Accounting and Tax ConsiderationsSection 162(m)
As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of the compensation elements utilized by the Company.
With respect to accounting considerations, the Compensation Committee examines the accounting cost associated with equity compensation in light of 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 as to limit the total accounting cost of the grants.
With respect to taxes, the Compensation Committee considers the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (the ““Code”), which generally prohibits any publicly-held corporation from takingplaces a federal income tax deduction for compensation paid in excesslimit of $1 million on the amount of compensation a public company can deduct in any taxable year for each of its “covered employees” (which includes the current and certain former Named Executive Officers). 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. The Compensation Committee considers the factors discussed above in setting the compensation of the Named Executive Officers, other than the CFO, subject to certain exceptions. This limitationand it does not apply to compensation that meetstake into account the requirements for “qualified performance based” compensation.
We have requested and obtained stockholder approval of the Omnibus Plan so that awards under the Plan that meet the other applicable requirements may qualify as performance-based compensationlimit on deductibility under Section 162(m) of the Code. Annual incentive awards, performance-based RSU awards and stock option grants have been generally designed with the intent to satisfy the requirements for deductibility. However, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) will in fact satisfy such requirements. While the Compensation Committee considers the deductibility of payments and grants as one factor in determining executive compensation, in certain instances it may determine that it is in the Company’s best interest and that of our stockholders to pay compensation that is not deductible under the limitations of Section 162(m) of the Code in order to provide a compensation package consistent with our program and objectives, and we have retained the flexibility to do so..
| 74 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 51
Executive Compensation
Executive Compensation |
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures Certain financial results in the Proxy Summary and the 2020 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 2020 excluded: • Amortization of Acquired Intangibles and Purchased Intellectual Property • Acquisition and Integration Costs • A charge on the hardware assets to be transferred to IBM and other charges related to the information technology agreement with IBM for private cloud services • A non-operating, cash gain on the sale of one of the Company’s joint venture investments • Certain non-recurring expenses associated with the Covid-19 pandemic Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on pages 15-16 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 |
• | Closed |
• | Compensation Adjusted Fee-Based |
• | Compensation Adjusted |
As a consequence of the | |
| BROADRIDGE 2020 PROXY STATEMENT | 75 |
| Executive Compensation |
Compensation Adjusted | |
• | • Litigation or claim judgments or settlements • Reorganization and restructuring programs to the extent |
million • | |
plan • | |
plan • Other events affecting the Company, as determined by the Compensation Committee to encompass Covid-related expenses
| |
52 Broadridge 2017 Proxy Statement
Executive Compensation
• | |
plan • Acquisitions or divestitures closed during the fiscal year and not included in the operating plan
| |
• | • Litigation or claim judgments or settlements • Any variance in the actual impact of the excess tax benefit arising from stock-based compensation on EPS in a fiscal year from the planned impact of $0.17 and $0.11 per share in fiscal year 2019 and fiscal year 2020, respectively • Reorganization and restructuring programs to the extent |
million • | • Foreign currency exchange gains and losses to the extent they vary from the Company’s operating plan • Other events affecting the Company, as determined by the Compensation Committee for fiscal year 2020 to encompass Covid-related expenses |
| 76 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
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 20172020 Proxy Statement and be incorporated by reference in the 20172020 Form 10-K.
Compensation Committee of the Board of Directors
| Compensation Committee of the Board of Directors | |
| Alan J. Weber, Chair | |
| Brett A. Keller | |
| Maura A. Markus |
Alan J. Weber, ChairRobert N. DuelksMaura A. Markus
| BROADRIDGE 2020 PROXY STATEMENT | 77 |
Broadridge 2017 Proxy Statement 53
Executive Compensation
| Executive Compensation |
Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | ||||||||||||||||||
Richard J. Daly | 2017 | $ | 896,875 | $ | 0 | $ | 2,235,249 | $ | 2,349,348 | $ | 1,792,134 | $ | 1,846,078 | $ | 46,479 | $ | 9,166,163 | ||||||||||
Chief Executive | 2016 | $ | 870,833 | $ | 0 | $ | 2,027,480 | $ | 2,015,117 | $ | 1,689,765 | $ | 1,648,336 | $ | 69,538 | $ | 8,321,069 | ||||||||||
Officer | 2015 | $ | 841,667 | $ | 0 | $ | 1,749,979 | $ | 2,139,580 | $ | 1,658,000 | $ | 1,207,752 | $ | 57,076 | $ | 7,654,054 | ||||||||||
James M. Young | 2017 | $ | 543,711 | $ | 0 | $ | 541,124 | $ | 568,781 | $ | 565,488 | $ | 0 | $ | 114,108 | $ | 2,333,212 | ||||||||||
CVP and Chief | 2016 | $ | 527,875 | $ | 0 | $ | 500,916 | $ | 497,850 | $ | 527,713 | $ | 0 | $ | 123,421 | $ | 2,177,775 | ||||||||||
Financial Officer | 2015 | $ | 515,000 | $ | 0 | $ | 1,053,789 | $ | 835,683 | $ | 511,992 | $ | 0 | $ | 387,810 | $ | 3,304,274 | ||||||||||
Timothy C. Gokey | 2017 | $ | 615,000 | $ | 0 | $ | 776,407 | $ | 816,087 | $ | 968,218 | $ | 518,158 | $ | 45,547 | $ | 3,739,417 | ||||||||||
President and Chief | 2016 | $ | 595,000 | $ | 0 | $ | 667,888 | $ | 663,796 | $ | 912,912 | $ | 466,096 | $ | 49,288 | $ | 3,354,980 | ||||||||||
Operating Officer | 2015 | $ | 566,167 | $ | 0 | $ | 606,645 | $ | 741,720 | $ | 866,674 | $ | 260,485 | $ | 49,999 | $ | 3,091,690 | ||||||||||
Christopher J. Perry | 2017 | $ | 580,662 | $ | 0 | $ | 329,383 | $ | 346,207 | $ | 1,133,092 | $ | 0 | $ | 158,174 | $ | 2,547,518 | ||||||||||
CSVP, Global | 2016 | $ | 563,750 | $ | 0 | $ | 333,944 | $ | 331,893 | $ | 963,775 | $ | 0 | $ | 139,232 | $ | 2,332,594 | ||||||||||
Sales, Marketing & | 2015 | $ | 446,346 | $ | 500,000 | $ | 1,670,185 | $ | 2,950,629 | $ | 800,672 | $ | 0 | $ | 36,482 | $ | 6,404,314 | ||||||||||
Client Solutions | |||||||||||||||||||||||||||
Robert Schifellite | 2017 | $ | 557,917 | $ | 0 | $ | 423,483 | $ | 445,135 | $ | 776,363 | $ | 817,837 | $ | 60,082 | $ | 3,080,817 | ||||||||||
CSVP, Investor | 2016 | $ | 512,500 | $ | 0 | $ | 405,496 | $ | 403,023 | $ | 679,207 | $ | 739,972 | $ | 59,442 | $ | 2,799,640 | ||||||||||
Communication | 2015 | $ | 495,675 | $ | 0 | $ | 366,328 | $ | 447,885 | $ | 664,221 | $ | 489,932 | $ | 57,023 | $ | 2,521,064 | ||||||||||
Solutions | |||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | ||||||||||||||
| Timothy C. Gokey | 2020 | $895,833 | $2,867,291 | $2,705,097 | $1,468,800 | $1,170,499 | $ 41,888 | $ 9,149,408 | ||||||||||||||
| CEO | 2019 | $776,250 | $1,937,706 | $2,208,262 | $1,434,109 | $ 879,184 | $ 50,483 | $ 7,285,994 | ||||||||||||||
| 2018 | $633,450 | $ 993,392 | $1,031,792 | $1,050,886 | $ 411,543 | $ 49,844 | $ 4,170,907 | |||||||||||||||
| James M. Young(6) | 2020 | $608,126 | $ 947,072 | $ 893,554 | $ 642,457 | — | $143,131 | $ 3,234,340 | ||||||||||||||
| Former SVP | 2019 | $586,202 | $ 947,096 | $ 906,544 | $ 615,934 | — | $126,887 | $ 3,182,663 | ||||||||||||||
| and CFO | 2018 | $560,023 | $ 840,580 | $ 873,060 | $ 630,541 | — | $127,327 | $ 3,031,531 | ||||||||||||||
| Richard J. Daly | 2020 | $750,000 | $1,321,930 | $1,247,215 | $1,020,000 | $2,128,040 | $ 55,757 | $ 6,522,942 | ||||||||||||||
| Executive | 2019 | $855,580 | $3,400,116 | $3,254,294 | $1,273,136 | $1,476,870 | $ 67,125 | $10,327,121 | ||||||||||||||
| Chairman | 2018 | $923,782 | $3,056,698 | $3,174,775 | $1,926,004 | $2,062,901 | $ 72,335 | $11,216,495 | ||||||||||||||
| Christopher J. | 2020 | $637,085 | $ 427,725 | $ 846,985 | $1,043,630 | — | $160,424 | $ 3,115,849 | ||||||||||||||
| Perry | 2019 | $616,025 | $1,420,003 | $ 413,755 | $1,036,590 | — | $174,819 | $ 3,661,192 | ||||||||||||||
| President | 2018 | $598,082 | $ 356,560 | $ 370,382 | $1,129,137 | — | $173,967 | $ 2,628,128 | ||||||||||||||
| Robert Schifellite | 2020 | $630,539 | $ 655,702 | $ 618,611 | $ 856,299 | $1,295,668 | $ 55,286 | $ 4,112,105 | ||||||||||||||
| SVP, ICS | 2019 | $607,807 | $ 647,492 | $ 619,692 | $ 814,149 | $1,253,252 | $ 62,740 | $ 4,005,132 | ||||||||||||||
| 2018 | $580,662 | $ 509,450 | $ 529,114 | $ 912,653 | $ 597,405 | $ 42,992 | $ 3,172,276 | |||||||||||||||
| (1) |
| Reflects performance-based and time-based RSUs granted under the 2018 Omnibus Award Plan. Amounts in this column represent the aggregate grant date fair value of the RSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See Note |
| Reflects stock options granted under the 2018 Omnibus Award Plan. Amounts in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Please see Note |
| Represents annual incentive cash compensation |
| Represents changes in the actuarial present value of the Named Executive Officer’s benefit under the SORP. See |
| (5) | Please see |
| (6) | Mr. Young left the Company on August 31, 2020, following the end of the fiscal year. Any unvested equity awards reflected in this table were forfeited upon Mr. Young's departure. |
| 78 | BROADRIDGE 2020 PROXY STATEMENT |
54 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
Name | Year | Perquisites and other Personal Benefits (A) | Tax Reimbursements (B) | Company Contributions to Defined Contribution Plans (C) | Insurance Premiums (D) | Matching Charitable Contributions (E) | Relocation (F) | Total | ||||||||||||||||
Richard J. Daly | 2017 | $ | 16,924 | $ | 1,250 | $ | 25,785 | $ | 1,520 | $ | 1,000 | $ | 0 | $ | 46,479 | |||||||||
2016 | $ | 21,433 | $ | 1,250 | $ | 25,308 | $ | 1,547 | $ | 20,000 | $ | 0 | $ | 69,538 | ||||||||||
2015 | $ | 18,397 | $ | 1,270 | $ | 27,095 | $ | 1,564 | $ | 8,750 | $ | 0 | $ | 57,076 | ||||||||||
James M. Young | 2017 | $ | 14,043 | $ | 1,250 | $ | 87,492 | $ | 1,323 | $ | 10,000 | $ | 0 | $ | 114,108 | |||||||||
2016 | $ | 18,035 | $ | 5,815 | $ | 84,915 | $ | 1,322 | $ | 8,000 | $ | 5,334 | $ | 123,421 | ||||||||||
2015 | $ | 5,646 | $ | 175,247 | $ | 9,296 | $ | 1,319 | $ | 5,500 | $ | 190,802 | $ | 387,810 | ||||||||||
Timothy C. Gokey | 2017 | $ | 16,425 | $ | 0 | $ | 17,685 | $ | 1,437 | $ | 10,000 | $ | 0 | $ | 45,547 | |||||||||
2016 | $ | 16,864 | $ | 1,250 | $ | 19,743 | $ | 1,431 | $ | 10,000 | $ | 0 | $ | 49,288 | ||||||||||
2015 | $ | 23,548 | $ | 1,270 | $ | 13,780 | $ | 1,401 | $ | 10,000 | $ | 0 | $ | 49,999 | ||||||||||
Christopher J. Perry | 2017 | $ | 18,810 | $ | 1,250 | $ | 126,731 | $ | 1,383 | $ | 10,000 | $ | 0 | $ | 158,174 | |||||||||
2016 | $ | 19,850 | $ | 1,250 | $ | 106,752 | $ | 1,380 | $ | 10,000 | $ | 0 | $ | 139,232 | ||||||||||
2015 | $ | 17,746 | $ | 1,270 | $ | 6,435 | $ | 1,031 | $ | 10,000 | $ | 0 | $ | 36,482 | ||||||||||
Robert Schifellite | 2017 | $ | 18,903 | $ | 1,250 | $ | 28,583 | $ | 1,346 | $ | 10,000 | $ | 0 | $ | 60,082 | |||||||||
2016 | $ | 18,608 | $ | 1,250 | $ | 28,286 | $ | 1,298 | $ | 10,000 | $ | 0 | $ | 59,442 | ||||||||||
2015 | $ | 18,397 | $ | 1,270 | $ | 26,069 | $ | 1,287 | $ | 10,000 | $ | 0 | $ | 57,023 | ||||||||||
| Company | |||||||||||||||||||
| Perquisites | Contributions | ||||||||||||||||||
| and Other | to Defined | Matching | |||||||||||||||||
| Personal | Tax | Contribution | Insurance | Charitable | |||||||||||||||
| Name | Year | Benefits(A) | Reimbursements(B) | Plans(C) | Premiums(D) | Contributions(E) | Total | ||||||||||||
| Timothy C. Gokey | 2020 | $13,334 | — | $ 16,844 | $1,710 | $10,000 | $ 41,888 | ||||||||||||
| 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 | |||||||||||||
| James M. Young | 2020 | $15,298 | — | $109,227 | $1,606 | $17,000 | $143,131 | ||||||||||||
| 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 | |||||||||||||
| Richard J. Daly | 2020 | $14,969 | — | $ 29,078 | $1,710 | $10,000 | $ 55,757 | ||||||||||||
| 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 | |||||||||||||
| Christopher J. Perry | 2020 | $20,100 | $1,250 | $127,416 | $1,658 | $10,000 | $160,424 | ||||||||||||
| 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 | |||||||||||||
| Robert Schifellite | 2020 | $14,284 | — | $ 29,355 | $1,647 | $10,000 | $ 55,286 | ||||||||||||
| 2019 | $21,249 | $1,250 | $ 28,840 | $1,401 | $10,000 | $ 62,740 | |||||||||||||
| 2018 | $ 3,309 | — | $ 28,325 | $1,358 | $10,000 | $ 42,992 | |||||||||||||
| (A) | For all Named Executive Officers, other than Mr. Perry, represents actual costs to the Company of leasing automobiles used for personal travel, automobile insurance and other maintenance costs. For Mr. Perry, represents a car allowance paid by the Company. For Mr. Gokey (fiscal years 2018 and 2019), Mr. Daly (fiscal years |
| (B) |
| (C) | Represents contributions made by the Company to the ERSP and the 401(k) |
| (D) | Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the |
| (E) | Represents Company-paid contributions made to qualified tax-exempt organizations on behalf of the Named Executive Officers under the |
| For Mr. Young, |
| BROADRIDGE 2020 PROXY STATEMENT | 79 |
Broadridge 2017 Proxy Statement 55
Executive Compensation
| Executive Compensation |
Grants of Plan-Based Awards Table
The following table summarizessets forth information with respect to all plan-based awards madegranted to our Named Executive Officers in fiscal year 2017.2020. Please see the “OutstandingOutstanding Equity Awards at Fiscal Year-End”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, 2017.2020.
Committee Award Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | 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 (#) | ||||||||||||||||||||||||||
Richard J. Daly | $ | 743,532 | $ | 1,487,063 | $ | 2,974,126 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 17,376 | 34,752 | 52,128 | $ | 2,235,249 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 170,986 | $ | 67.32 | $ | 2,349,348 | ||||||||||||||||||||||||||
James M. Young | $ | 232,205 | $ | 464,409 | $ | 928,818 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 4,207 | 8,413 | 12,620 | $ | 541,124 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 41,396 | $ | 67.32 | $ | 568,781 | ||||||||||||||||||||||||||
Timothy C. Gokey | $ | 401,700 | $ | 803,400 | $ | 1,606,800 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 6,036 | 12,071 | 18,107 | $ | 776,407 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 59,395 | $ | 67.32 | $ | 816,087 | ||||||||||||||||||||||||||
Christopher J. Perry | $ | 408,447 | $ | 816,893 | $ | 1,633,786 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 2,561 | 5,121 | 7,682 | $ | 329,383 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 25,197 | $ | 67.32 | $ | 346,207 | ||||||||||||||||||||||||||
Robert Schifellite | $ | 325,738 | $ | 651,475 | $ | 1,302,950 | |||||||||||||||||||||||||||
10/1/2016 | (4) | 9/20/2016 | 3,292 | 6,584 | 9,876 | $ | 423,483 | ||||||||||||||||||||||||||
2/10/2017 | (5) | 2/2/2017 | 32,397 | $ | 67.32 | $ | 445,135 | ||||||||||||||||||||||||||
| Name | Grant Date | Committee Award Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||
| Timothy C. Gokey | $675,000 | $1,350,000 | $2,700,000 | ||||||||
| 10/01/2019(4) | 9/17/2019 | 11,986 | 23,972 | 35,958 | $2,867,291 | ||||||
| 2/04/2020(5) | 2/04/2020 | 125,877 | $117.34 | $2,705,097 | |||||||
| James M. Young | $305,787 | $ 611,573 | $1,223,146 | ||||||||
| 10/01/2019(4) | 9/17/2019 | 3,959 | 7,918 | 11,877 | $ 947,072 | ||||||
| 2/04/2020(5) | 2/04/2020 | 41,580 | $117.34 | $ 893,554 | |||||||
| Richard J. Daly | $468,750 | $ 937,500 | $1,875,000 | ||||||||
| 10/01/2019(4) | 9/17/2019 | 5,526 | 11,052 | 16,578 | $1,321,930 | ||||||
| 2/04/2020(5) | 2/04/2020 | 58,037 | $117.34 | $1,247,215 | |||||||
| Christopher J. Perry | $448,487 | $ 896,974 | $1,793,948 | ||||||||
| 10/1/2019(4) | 9/17/2019 | 1,788 | 3,576 | 5,364 | $ 427,725 | ||||||
| 2/04/2020(5) | 2/04/2020 | 39,413 | $117.34 | $ 846,985 | |||||||
| Robert Schifellite | $364,615 | $ 729,230 | $1,458,460 | ||||||||
| 10/1/2019(4) | 9/17/2019 | 2,741 | 5,482 | 8,223 | $ 655,702 | ||||||
| 2/04/2020(5) | 2/04/2020 | 28,786 | $117.34 | $ 618,611 | |||||||
| (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 |
| (2) | Amounts consist of the threshold, target and maximum performance-based RSU awards set in fiscal year |
| (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 |
| (4) | Represents performance-based RSUs granted under the 2018 Omnibus Plan on October 1, |
| (5) | Represents a stock option award granted under the 2018 Omnibus Plan on February |
| 80 | BROADRIDGE 2020 PROXY STATEMENT |
56 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding outstanding stock option awards and unvested stock awards held by each of the Named Executive Officers as of June 30, 2017.2020.
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 | ||||||||||||||||
Richard J. Daly | 80,374 | 0 | $ | 22.27 | 2/11/2023 | (2) | ||||||||||||||||||
124,584 | 41,528 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
104,166 | 104,167 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
46,560 | 139,680 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 170,986 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
46,788 | $ | 3,535,301 | (12) | |||||||||||||||||||||
34,752 | $ | 2,625,861 | (13) | |||||||||||||||||||||
James M. Young | 26,260 | 0 | $ | 40.67 | 8/12/2024 | (7) | ||||||||||||||||||
29,166 | 29,167 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
11,503 | 34,509 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 41,396 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
11,559 | $ | 873,398 | (12) | |||||||||||||||||||||
8,413 | $ | 635,686 | (13) | |||||||||||||||||||||
Timothy C. Gokey | 50,000 | 0 | $ | 21.94 | 5/12/2020 | (8) | ||||||||||||||||||
87,358 | 0 | $ | 22.39 | 2/10/2021 | (9) | |||||||||||||||||||
99,497 | 0 | $ | 24.25 | 2/9/2022 | (10) | |||||||||||||||||||
115,738 | 0 | $ | 22.27 | 2/11/2023 | (2) | |||||||||||||||||||
45,681 | 15,227 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
36,111 | 36,111 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
15,337 | 46,012 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 59,395 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
15,412 | $ | 1,164,531 | (12) | |||||||||||||||||||||
12,071 | $ | 912,085 | (13) | |||||||||||||||||||||
Christopher J. Perry | 0 | 94,000 | $ | 50.95 | 2/9/2025 | (11) | ||||||||||||||||||
0 | 19,444 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
0 | 23,006 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 25,197 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
7,706 | $ | 582,265 | (12) | |||||||||||||||||||||
5,121 | $ | 386,943 | (13) | |||||||||||||||||||||
Robert Schifellite | 59,698 | 0 | $ | 24.25 | 2/9/2022 | (10) | ||||||||||||||||||
90,018 | 0 | $ | 22.27 | 2/11/2023 | (2) | |||||||||||||||||||
29,069 | 9,690 | $ | 36.97 | 2/10/2024 | (3) | |||||||||||||||||||
21,805 | 21,806 | $ | 50.95 | 2/9/2025 | (4) | |||||||||||||||||||
9,312 | 27,936 | $ | 51.95 | 2/8/2026 | (5) | |||||||||||||||||||
0 | 32,397 | $ | 67.32 | 2/10/2027 | (6) | |||||||||||||||||||
9,357 | $ | 707,015 | (12) | |||||||||||||||||||||
6,584 | $ | 497,487 | (13) | |||||||||||||||||||||
| 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 | 61,997 | — | $ 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) | |||||
| 61,349 | — | $ 51.95 | 2/8/2026(6) | |||||
| 44,546 | 14,849 | $ 67.32 | 2/10/2027(7) | |||||
| 23,280 | 23,281 | $ 93.88 | 2/12/2028(8) | |||||
| 24,957 | 74,874 | $ 98.31 | 2/11/2029(9) | |||||
| — | 125,877 | $117.34 | 2/4/2030(10) | |||||
| 12,084 | $1,524,880(11) | |||||||
| 7,872 | $ 993,368(12) | |||||||
| 23,972 | $3,025,027(13) | |||||||
| James M. | — | 10,349 | $ 67.32 | 2/10/2027(7) | ||||
| Young(15) | 19,699 | 19,699 | $ 93.88 | 2/12/2028(8) | ||||
| 10,245 | 30,738 | $ 98.31 | 2/11/2029(9) | |||||
| — | 41,580 | $117.34 | 2/4/2030(10) | |||||
| 9,062 | $1,143,534(11) | |||||||
| 7,918 | $999,172(13) | |||||||
| Richard J. Daly | 46,560 | — | $ 51.95 | 2/8/2026(6) | ||||
| 42,746 | 42,747 | $ 67.32 | 2/10/2027(7) | |||||
| 71,633 | 71,633 | $ 93.88 | 2/12/2028(8) | |||||
| 36,780 | 110,340 | $ 98.31 | 2/11/2029(9) | |||||
| — | 58,037 | $117.34 | 2/4/2030(10) | |||||
| 32,534 | $4,105,465(11) | |||||||
| 11,052 | $1,394,652(13) | |||||||
| Christopher J. | 9,722 | — | $ 50.95 | 2/9/2025(5) | ||||
| Perry | 47,000 | — | $ 50.95 | 2/9/2025(14) | ||||
| 15,337 | — | $ 51.95 | 2/8/2026(6) | |||||
| 12,598 | 6,300 | $ 67.32 | 2/10/2027(7) | |||||
| 8,357 | 8,357 | $ 93.88 | 2/12/2028(8) | |||||
| 4,676 | 14,029 | $ 98.31 | 2/11/2029(9) | |||||
| — | 39,413 | $117.34 | 2/4/2030(10) | |||||
| 4,136 | $521,922(11) | |||||||
| 3,576 | $451,255(13) | |||||||
| Robert Schifellite | 18,759 | — | $ 36.97 | 2/10/2024(4) | ||||
| 43,611 | — | $ 50.95 | 2/9/2025(5) | |||||
| 37,248 | — | $ 51.95 | 2/8/2026(6) | |||||
| 24,297 | 8,100 | $ 67.32 | 2/10/2027(7) | |||||
| 11,938 | 11,939 | $ 93.88 | 2/12/2028(8) | |||||
| 7,003 | 21,012 | $ 98.31 | 2/11/2029(9) | |||||
| — | 28,786 | $117.34 | 2/4/2030(10) | |||||
| 6,195 | $781,747(11) | |||||||
| 5,482 | $691,774(13) | |||||||
| (1) |
| (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. |
| BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
| (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) | 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. |
Broadridge 2017 Proxy Statement 57
Executive Compensation
| (7) | 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) |
| Represents annual stock options granted on February |
| (9) | Represents |
| (10) | Represents annual stock options granted on February 4, 2020. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |
| (11) | Represents annual performance-based RSUs awarded on October 1, |
| (12) | Represents special performance-based RSUs |
| (13) | Represents annual performance-based RSUs awarded on October 1, 2019. This RSU award will vest and convert to Common Stock on April 1, 2022, provided that pre-set financial performance goals are met over the fiscal years |
| (14) | Represents special 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. |
| (15) | Mr. Young left the Company on August 31, 2020, therefore all of his unvested equity awards have been forfeited. |
58
Broadridge 2017 Proxy Statement
Executive Compensation
Option Exercises and Stock Vested Table
The following table provides information regarding the number of Broadridge stock options that were exercised by Named Executive Officers and the number of RSU awards that vested during fiscal year 2017,2020, 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 ($) | ||||||||
Richard J. Daly | 591,488 | $ | 26,933,083 | 49,999 | $ | 3,397,432 | ||||||
James M. Young | — | — | 18,877 | $ | 1,282,692 | |||||||
Timothy C. Gokey | 200,000 | $ | 9,383,523 | 17,332 | $ | 1,177,709 | ||||||
Christopher J. Perry | 183,223 | $ | 4,534,385 | 23,758 | $ | 1,614,356 | ||||||
Robert Schifellite | 257,375 | $ | 13,087,453 | 10,466 | $ | 711,165 | ||||||
| Name | Stock Options(1) | Stock Awards and Restricted Stock(2) | ||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |
| Timothy C. Gokey | 37,500 | $ 3,834,068 | 15,375 | $1,404,045 |
| James M. Young | 124,455 | $ 8,170,724 | 13,010 | $1,188,073 |
| Richard J. Daly | 184,137 | $12,444,518 | 47,311 | $4,320,441 |
| Christopher J. Perry | — | — | 15,764 | $1,731,477 |
| Robert Schifellite | 20,000 | $ 1,793,494 | 7,885 | $ 720,058 |
| (1) | The shares acquired on exercise represent shares of our |
| (2) | RSUs convert to shares of |
| 82 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
The following table sets forth for each Named Executive Officer certain information with respect to the Broadridge SORP, which provides for pension benefits in connection with retirement. Mr. Young was not, and Mr. Perry areis not, eligible to participate in this plan.
Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | ||||||
Richard J. Daly | 23.0 | $ | 10,752,338 | — | |||||
James M. Young | — | — | — | ||||||
Timothy C. Gokey | 6.0 | $ | 1,768,495 | — | |||||
Christopher J. Perry | — | — | — | ||||||
Robert Schifellite | 16.0 | $ | 3,825,531 | — | |||||
Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) |
| Timothy C. Gokey | 9 | $ 4,229,721 | — |
| Richard J. Daly | 24 | $16,420,149 | — |
| James M. Young | — | — | — |
| Christopher J. Perry | — | — | — |
| Robert Schifellite | 19 | $ 6,971,856 | — |
| (1) |
| (2) | Service credit and actuarial values are calculated as of June 30, |
Broadridge 2017 Proxy Statement 59
Executive Compensation
The SORP is available to executive officers of the Company hired prior to January 1, 2014. Benefits under the SORP are not subject to any maximum benefit limitations under the Code. Although benefits under the SORP are generally payable out of the general assets of the Company, the Company has established a “rabbi trust,” which is intended to provide a source of funds to be contributed by the Company to assist the Company in meeting its liabilities under the SORP.
The Broadridge 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 compensation; (b) years of service to the Company while a participant in the SORP; (c) a multiplier which equals 2%two percent for every year of credited service up to 20 years, plus an additional 1%one percent for every year of service in excess of 20 years; and (d)(c) the applicable vesting percentage. The vesting schedule for the Broadridge SORP is as follows:
Credited Service | Vesting Percentage | ||
0-4 | 0% | ||
5 | 50% | ||
6 | 60% | ||
7 | 70% | ||
8 | 80% | ||
9 | 90% | ||
10 | 100% | ||
| Years of Credited Service | Vesting Percentage |
| 0-4 | 0% |
| 5 | 50% |
| 6 | 60% |
| 7 | 70% |
| 8 | 80% |
| 9 | 90% |
| 10 | 100% |
Compensation covered under the Broadridge 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.
| BROADRIDGE 2020 PROXY STATEMENT | 83 |
| Executive Compensation |
Reduced benefits are available after age 60 using an early retirement reduction of 5%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 Broadridge 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 0%.zero.
Mr. Daly and Mr. Schifellite are also credited with the service they accrued under the ADP SORP as of the date Broadridge became an independent company from ADP, 13 and 6six years, respectively. While the net effect of this increases the accrued benefit they receive under the Broadridge SORP, the benefits are offset by the amount of their vested, accrued benefits payable under the ADP SORP. The amounts of the offset will continue to be the obligations of ADP and are as follows: $223,770 for Mr. Daly and $25,916 for Mr. Schifellite.
Non-Qualified Deferred Compensation
The following table presents contribution, earnings and balance information under the ERSP for our Named Executive Officers for fiscal year 2017:2020:
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | ||||||||||
Richard J. Daly | — | — | — | — | — | ||||||||||
James M. Young | $ | 79,957 | $ | 73,424 | $ | 37,952 | — | $ | 363,568 | ||||||
Timothy C. Gokey | — | — | — | — | — | ||||||||||
Christopher J. Perry | $ | 221,647 | $ | 112,167 | $ | 70,267 | — | $ | 683,115 | ||||||
Robert Schifellite | — | — | — | — | — | ||||||||||
Name | Executive Contributions | Registrant Contributions ($)(2) | Aggregate Earnings | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2020 ($)(3) |
| Timothy C. Gokey | — | — | — | — | — |
| Richard J. Daly | — | — | — | — | — |
| James M. Young | $ 92,000 | $ 90,378 | $78,916 | — | $1,110,654 |
| Christopher J. Perry | $272,187 | $109,574 | $35,658 | $(343,963)(4) | $1,900,118 |
| Robert Schifellite | — | — | — | — | — |
| (1) | Represents the deferral of fiscal year |
| (2) |
| (3) | This total reflects the cumulative value of each participant’s deferrals, including the fiscal year 2020 non-equity incentive compensation deferrals of $64,246 for Mr. Young and $208,726 for Mr. Perry, Company contributions and investment experience. The total includes executive and Company contributions of $731,109 for Mr. Young and $1,444,870 for Mr. Perry that were previously reported in the Summary Compensation table as |
60 Broadridge 2017 Proxy Statement
| (4) | Lump sum payment made in January 2020 as a result of an election made by Mr. Perry in 2014. |
Executive Compensation
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 up to 50% of base salary and/or up to 100% of cash incentive compensationbonus (as defined in the ERSP) and employer contributions above the Code’s qualified defined contribution compensation and deferral limitations. Participants in the SORP are eligible to defer their cash compensation under the ERSP but are not eligible for additional benefits such as Company contributions under the ERSP. Company contributions vest 50% after two years of service and 100% after three years of service.
Participants may designate one or more investments from among 23 externally managed mutual funds selected by the plan administrator and available for investment in participants’ accounts under the ERSP to serve as a notional basis for calculating earnings accruals on employee and Company contributions to the ERSP.
The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to executive officers who are not participants in the SORP (currently Mr.(Mr. Young and Mr. Perry)Perry in fiscal year 2020). Eligible employees generally must be employed on December 31st31st to receive the employer contributions for that plan year.
| 84 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
| ● | Restoration basic contribution: The Company provides a restoration basic contribution which varies from 1% to 6.25% of eligible salary and cash incentive compensation above the Code’s compensation limit based on the number of years of the eligible employee’s service. Eligible employees are not required to contribute to the ERSP in order to receive the Restoration basic contribution. |
| ● | Restoration matching contribution: Participants who contribute the maximum contribution to the 401(k) Plan are eligible to receive a restoration matching contribution equal to $0.70 or $0.80 for every dollar deferred under the ERSP, up to 6% of eligible pay above the Code’s compensation limit based on the number of months of participation under the 401(k) Plan. |
| ● | Additional Company contribution: Executive officers 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.
Broadridge 2017 Proxy Statement
61
Executive Compensation
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 a Change in Control Severancethe CIC Plan and an 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.
The tables include the amounts that the Named Executive Officers would receive as of June 30, 2020 under the SORP and the Executive Retiree Health Insurance Plan upon retirement, on June 30, 2017, which amounts would be payable on termination of employment for any reason.employment. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the Named Executive Officers upon termination for any reason.termination. Amounts deferred under the ERSP are not included in the following tables because they are reported in the Non-Qualified Deferred Compensation Tabletable on page 6084 of this Proxy Statement.
Change in Control Severance Plan and Enhancement Agreements
The Company maintains an executive severance planthe 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 describes the provisions of the CIC Plan as in effect on June 30, 2020. It also describes certain amendments to the CIC Plan approved during fiscal year 2020. The amendments are described in more detail on page 72 above.
The CIC Plan, as in effect on June 30, 2020, 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 (i) the higher of (a) the highest rate of annual salary during the calendar year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) the average annual cash incentive earned in the last two completed calendar years). |
Note: As described on page 72 above, the CIC Plan was amended, effective December 10, 2020, to also provide for the payment of their “current totala pro-rata annual compensation” (generally defined asbonus for the higheryear of termination based on the average of the participant’s annual bonus for the two most recent calendar years’ base salary amounts, plusyears prior to the average annual cash incentive earnedyear of termination.
| ● | Stock Option Vesting: 100% vesting of all unvested stock options. |
| BROADRIDGE 2020 PROXY STATEMENT | 85 |
| Executive Compensation |
| ● | RSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within two years of termination. In addition, in the case of performance-based RSUs granted prior to September 2019, any stock that a participant would have been entitled to receive had performance goals been achieved at target in the Company’s performance-based RSU programs will be granted to the participant. |
Note: For performance-based RSUs granted after September 2019, the applicable award agreements control the vesting terms, and they provide for vesting upon such termination (at target, if the CIC is during the first year of the performance period, or based on actual performance through the last two completed calendar years).
The CIC Plan, as in effect on June 30, 2020, provides for the following severance benefits upon a termination of employment without cause“cause” or for good reason“good reason” if the termination occurs between the second and third anniversary of a changeCIC.
Note: The CIC Plan was amended to limit the protection period to two years following a CIC, effective for equity awards granted after September 2019 (for which consent was obtained from the officers), and effective December 10, 2020 for cash severance. See the “Change in control:
| ● | Compensation: The executive officers will receive 100% of their “current total annual compensation” (as defined above). |
| ● | Stock Option Vesting: in the case of stock options granted prior to October 2019, 100% vesting of all unvested stock options that would have vested within one year after termination. |
Note: Stock Option Vesting: 100%options granted after September 2019 are not entitled to accelerated vesting upon termination of all unvested stock optionsemployment without “cause” or for “good reason” that would have vested within one yearoccurs more than two years after termination.the CIC.
| ● | RSU Vesting: for RSUs granted prior to October 2019, 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within one year of termination, and, 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 one year of termination, will vest. |
RSU Vesting: 100%Note: RSUs granted after September 2019 are not entitled to accelerated vesting upon termination of all unvested time-based RSUs where vesting restrictions would have lapsed within one year of termination. In addition, inemployment without “cause” or for “good reason” that occurs more than two years after 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 one year of termination, will vest.CIC.
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.
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.
62 Broadridge 2017 Proxy Statement
Executive Compensation
For purposes of the CIC Plan, as in effect on June 30, 2020, a “change in control” generally means: (A) the acquisition of 35% or more of the total combined voting power of 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.The CIC Plan was amended effective December 10, 2020, to conform the “change in control” definition in the CIC Plan to the corresponding definition in the 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, as in effect on June 30, 2020, “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 in the CIC Plan was amended, effective December 10, 2020, to add 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.
| 86 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
Potential Change in 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, 20172020 without “cause” or by the executive for “good reason” within two years following a change in control as well as between two and during the third year after thethree 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 | ||||
Richard J. Daly | ||||||
Cash(1) | $ | 5,150,265 | $ | 4,313,324 | ||
Accelerated Vesting of Equity Awards(2) | $ | 15,034,047 | $ | 13,368,881 | ||
SORP(3) | $ | 10,883,235 | $ | 10,883,235 | ||
Health Coverage(4) | $ | 49,000 | $ | 49,000 | ||
Total | $ | 31,116,547 | $ | 28,614,440 | ||
James M. Young | ||||||
Cash(1) | $ | 1,599,325 | $ | 1,364,564 | ||
Accelerated Vesting of Equity Awards(2) | $ | 3,382,745 | $ | 1,589,147 | ||
Total | $ | 4,982,069 | $ | 2,953,693 | ||
Timothy C. Gokey | ||||||
Cash(1) | $ | 2,261,690 | $ | 1,869,817 | ||
Accelerated Vesting of Equity Awards(2) | $ | 5,128,675 | $ | 2,680,928 | ||
SORP(3) | $ | 1,074,459 | $ | 1,074,459 | ||
Total | $ | 8,464,824 | $ | 5,625,204 | ||
Christopher J. Perry | ||||||
Cash(1) | $ | 2,198,578 | $ | 2,005,632 | ||
Accelerated Vesting of Equity Awards(2) | $ | 4,511,860 | $ | 2,211,163 | ||
Total | $ | 6,710,438 | $ | 4,216,794 | ||
Robert Schifellite | ||||||
Cash(1) | $ | 1,857,321 | $ | 1,613,452 | ||
Accelerated Vesting of Equity Awards(2) | $ | 3,041,605 | $ | 1,635,867 | ||
SORP(3) | $ | 3,877,042 | $ | 3,877,042 | ||
Health Coverage(4) | $ | 171,000 | $ | 171,000 | ||
Total | $ | 8,946,968 | $ | 7,297,361 | ||
Name / Form of Compensation | Change in Control | |
| Within Two Years Following | Between Two and Three Years Following | |
| Timothy C. Gokey | ||
| Cash(1) | $ 3,663,746 | $ 3,195,900 |
| Accelerated Vesting of Equity Awards(2) | $ 10,371,143 | $ 9,118,303 |
| SORP(3) | $ 3,711,368 | $ 3,711,368 |
| Health Coverage(4) | $ 203,000 | $ 203,000 |
| Total | $ 17,949,257 | $ 16,228,571 |
| James M. Young | ||
| Cash(1) | $ 1,852,216 | $ 1,549,726 |
| Accelerated Vesting of Equity Awards(2) | $ 4,613,385 | $ 2,448,655 |
| Total | $ 6,465,601 | $ 3,998,381 |
| Richard J. Daly | ||
| Cash(1) | $ 3,820,982 | $ 2,724,570 |
| Accelerated Vesting of Equity Awards(2) | $ 13,921,002 | $ 13,792,589 |
| SORP(3) | $ 16,420,149 | $ 16,420,149 |
| Total | $ 34,162,133 | $ 32,937,308 |
| Christopher J. Perry | ||
| Cash(1) | $ 2,585,339 | $ 2,043,908 |
| Accelerated Vesting of Equity Awards(2) | $ 2,354,007 | $ 1,245,360 |
| Total | $ 4,939,346 | $ 3,289,268 |
| Robert Schifellite | ||
| Cash(1) | $ 2,246,271 | $ 1,814,571 |
| Accelerated Vesting of Equity Awards(2) | $ 3,176,687 | $ 2,767,107 |
| SORP(3) | $ 6,952,811 | $ 6,952,811 |
| Health Coverage(4) | $ 125,000 | $ 125,000 |
| Total | $12,500,769 | $11,659,489 |
Broadridge 2017 Proxy Statement 63
Executive Compensation
| (1) | Represents “current total annual compensation” as detailed above. |
| ● | In the event of a termination of employment within two years following a CIC, base salaries and annual cash incentives are calculated based on the terms of the CIC Plan. The annual cash incentive is the multiple of the average annual cash incentive paid in 2018 and 2019 (the last two completed calendar years). |
| BROADRIDGE 2020 PROXY STATEMENT | 87 |
| Executive Compensation |
| ● | For Mr. Gokey, in the event of a termination of employment within two years following a CIC, 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 CIC, the base salary and annual cash incentive amounts are calculated based on the Officer Severance Plan, as that plan provides the greater benefit. |
| (2) | Represents the aggregate value of all unvested stock options and performance-based RSUs vesting upon termination under the CIC Plan as detailed above for all NEOs under the CIC Plan, except as detailed below, based on the |
| ● | If Mr. Gokey was to terminate between two to three years after a CIC, 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 |
| (3) | Mr. Daly is 100% vested in his SORP benefit and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service after age 65. Mr. Schifellite is 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. |
| (4) | Based on age and service, Mr. |
Officer Severance Plan
In the event of a termination without “cause” (as defined below) that is not within three years after a change in control,covered under the CIC Plan, executive officers would be eligible to receive severance benefits under the Officer Severance Plan instead of the CIC Plan. Upon a qualifying termination under the Officer Severance Plan, the executive officers would be eligible to receive:
| ● | Continued payment of base salary of 24 months for the CEO and 18 months for the other Named Executive Officers |
| ● | Payment of a cash incentive award for the fiscal year of termination on the normal payment date based on actual performance, pro-rated for the Named Executive Officers other than the CEO, who is eligible for a full year’s cash incentive award |
| ● | Continued vesting during the severance period of equity awards granted after the effective date of the Officer Severance Plan, with proration of performance-based restricted stock and RSUs if the termination occurs prior to the end of the performance period |
As a condition to receiving any severance payments under the Officer Severance Plan, executive officers will be required to enter into agreements that contain a general release of the Company and certain restrictive covenants, including non-competition provisions that will be in force during the severance period.
For purposes of the Officer Severance Plan, as in effect on June 30, 2020, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B) willful misconduct resulting in material harm to the Company; (C) fraud, embezzlement, theft or dishonesty resulting in material harm to the Company; (D) continuing failure to perform duties after written notice; or (E) material breach of any confidentiality, non-solicitation and/or non-competition agreements. This definition was amended in February 2020 to specifically include violations of the Company’s Code of Conduct.
| 88 | BROADRIDGE 2020 PROXY STATEMENT |
64 Broadridge 2017 Proxy Statement
Executive Compensation
| Executive Compensation |
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, 20172020 without “cause.”
Name / Form of Compensation | Involuntary Termination without Cause | ||
Richard J. Daly | |||
Cash(1) | $ | 3,547,617 | |
Continued Vesting of Equity Awards(2) | $ | 13,368,881 | |
SORP(3) | $ | 10,883,235 | |
Health Coverage(4) | $ | 49,000 | |
Total | $ | 27,848,734 | |
James M. Young | |||
Cash(1) | $ | 1,364,546 | |
Continued Vesting of Equity Awards(2) | $ | 1,589,147 | |
Total | $ | 2,953,693 | |
Timothy C. Gokey | |||
Cash(1) | $ | 1,869,817 | |
Continued Vesting of Equity Awards(2) | $ | 2,680,928 | |
SORP(3) | $ | 1,074,459 | |
Total | $ | 5,625,204 | |
Christopher J. Perry | |||
Cash(1) | $ | 2,005,632 | |
Continued Vesting of Equity Awards(2) | $ | 2,211,163 | |
Total | $ | 4,216,794 | |
Robert Schifellite | |||
Cash(1) | $ | 1,613,452 | |
Continued Vesting of Equity Awards(2) | $ | 1,635,867 | |
SORP(3) | $ | 3,877,042 | |
Health Coverage(4) | $ | 171,000 | |
Total | $ | 7,297,361 | |
Name / Form of Compensation | Involuntary Termination without Cause |
| Timothy C. Gokey | |
| Cash(1) | $ 3,195,900 |
| Accelerated Vesting of Equity Awards(2) | $ 9,118,303 |
| SORP(3) | $ 3,711,368 |
| Health Coverage(4) | $ 203,000 |
| Total | $ 16,228,571 |
| James M. Young | |
| Cash(1) | $ 1,549,726 |
| Accelerated Vesting of Equity Awards(2) | $ 2,448,655 |
| Total | $ 3,998,381 |
| Richard J. Daly | |
| Cash(1) | $ 2,094,375 |
| Accelerated Vesting of Equity Awards(2) | $ 13,792,589 |
| SORP(3) | $ 16,420,149 |
| Total | $ 32,307,113 |
| Christopher J. Perry | |
| Cash(1) | $ 1,975,074 |
| Accelerated Vesting of Equity Awards(2) | $ 1,245,360 |
| Total | $ 3,220,434 |
| Robert Schifellite | |
| Cash(1) | $ 1,752,593 |
| Accelerated Vesting of Equity Awards(2) | $ 2,767,107 |
| SORP(3) | $ 6,952,811 |
| Health Coverage(4) | $ 125,000 |
| Total | $ 11,597,511 |
| (1) | Represents base salary continuation for 24 months for Mr. |
| (2) | 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 |
| (3) | Mr. Daly is 100% vested in his SORP benefit and based on his age, he would commence receiving annual benefits at termination of employment that are actuarially increased for service after age 65. Mr. Schifellite is 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. |
| (4) | Based on age and service, Mr. |
| BROADRIDGE 2020 PROXY STATEMENT | 89 |
Broadridge 2017 Proxy Statement 65
Executive Compensation
| 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, 2017.2020.
Name / Form of Compensation | Death | Disability | Voluntary Termination or Involuntary Termination with Cause | Retirement | ||||||||
Richard J. Daly | ||||||||||||
Vesting of Equity Awards(1) | $ | 15,034,047 | $ | 15,034,047 | — | $ | 13,368,881 | |||||
SORP(2) | $ | 5,441,617 | $ | 11,506,503 | $ | 10,883,235 | $ | 10,883,235 | ||||
Health Coverage(3) | — | $ | 49,000 | $ | 49,000 | $ | 49,000 | |||||
Total | $ | 20,475,664 | $ | 26,589,550 | $ | 10,932,235 | $ | 24,301,116 | ||||
James M. Young | ||||||||||||
Vesting of Equity Awards(1) | $ | 3,382,745 | $ | 3,382,745 | — | — | ||||||
Total | $ | 3,382,745 | $ | 3,382,745 | — | — | ||||||
Timothy C. Gokey | ||||||||||||
Vesting of Equity Awards(1) | $ | 5,128,675 | $ | 5,128,675 | — | — | ||||||
SORP(2) | $ | 537,230 | $ | 2,999,714 | $ | 1,074,459 | $ | 1,074,459 | ||||
Total | $ | 5,665,905 | $ | 8,128,389 | $ | 1,074,459 | $ | 1,074,459 | ||||
Christopher J. Perry | ||||||||||||
Vesting of Equity Awards(1) | $ | 4,511,860 | $ | 4,511,860 | — | — | ||||||
Total | $ | 4,511,860 | $ | 4,511,860 | — | — | ||||||
Robert Schifellite | ||||||||||||
Vesting of Equity Awards(1) | $ | 3,041,605 | $ | 3,041,605 | — | — | ||||||
SORP(2) | $ | 1,938,521 | $ | 5,552,656 | $ | 3,877,042 | $ | 3,877,042 | ||||
Health Coverage(3) | — | $ | 171,000 | $ | 171,000 | $ | 171,000 | |||||
Total | $ | 4,980,126 | $ | 8,765,261 | $ | 4,048,042 | $ | 4,048,042 | ||||
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 |
In the case of a Voluntary Termination or Involuntary Termination with Cause: AllCause, 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 | ||||
| Cash | — | — | — | — |
| Vesting of Equity Awards(1) | 9,951,435 | $ 9,951,435 | — | — |
| SORP(2) | 1,855,684 | $ 5,800,929 | $ 3,711,368 | $ 3,711,368 |
| Health Coverage(3) | — | $ 203,000 | $ 203,000 | $ 203,000 |
| Total | $ 11,807,119 | $ 15,955,364 | $ 3,914,368 | $ 3,914,368 |
| James M. Young | ||||
| Cash | — | — | — | — |
| Vesting of Equity Awards(1) | $ 4,422,838 | $ 4,422,838 | — | — |
| Total | $ 4,422,838 | $ 4,422,838 | — | — |
| Richard J. Daly | ||||
| Cash | — | — | — | — |
| Vesting of Equity Awards(1) | $ 13,236,800 | $ 13,236,800 | — | $ 13,792,589 |
| SORP(2) | $ 8,210,074 | $ 16,420,149 | $ 16,420,149 | $ 16,420,149 |
| Total | $ 21,446,874 | $ 29,656,949 | $ 16,420,149 | $ 30,212,738 |
| Christopher J. Perry | ||||
| Cash | — | — | — | — |
| Vesting of Equity Awards(1) | $ 2,267,062 | $ 2,267,062 | — | — |
| Total | $ 2,267,062 | $ 2,267,062 | — | — |
| Robert Schifellite | ||||
| Cash | — | — | — | — |
| Vesting of Equity Awards(1) | $ 3,046,459 | $ 3,046,459 | — | $ 2,767,107 |
| SORP(2) | $ 3,476,406 | $ 8,301,864 | $ 6,952,811 | $ 6,952,811 |
| Health Coverage(3) | — | $ 125,000 | $ 125,000 | $ 125,000 |
| Total | $ 6,522,865 | $ 11,473,323 | $ 7,077,811 | $ 9,844,918 |
| 90 | BROADRIDGE 2020 PROXY STATEMENT |
| Executive Compensation |
| (1) | Represents the aggregate value of all unvested stock options and performance-based RSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading day of fiscal year 2020 of $126.19 per share. |
| For a termination due to Retirement: |
| (2) | Mr. Daly |
| (3) | Based on age and service, Mr. |
In accordance with SEC rules, we are providing the following information about the relationship between the annual total compensation of our median compensated employee and the annual total compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
| • | The 2020 annual total compensation of Mr. Gokey was $9,164,315, which was determined by adding the Company’s cost of benefits for Mr. Gokey to the “Total” compensation shown for our CEO in the Summary Compensation table on page 78 of this Proxy Statement. |
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 12,035 Broadridge employees, excluding employees in countries that, in the aggregate, comprise less than five percent of our global employee population (considered “de minimis” under SEC rules).
| BROADRIDGE 2020 PROXY STATEMENT | 91 |
66 Broadridge 2017 Proxy Statement
| Executive Compensation |
In total, we collected compensation data for employees in four countries, comprising over 95% of our global employee population. These four countries are: the U.S., Canada, United Kingdom, and India. Our calculation was comprised of a population of 11,481 globally (after excluding the 553 non-U.S. employees described above), of which 6,568 were in the U.S. and 4,914 were located outside the U.S.
Determining the Median Compensated Employee
To identify our median compensated employee, we used total cash compensation and employer cost for health benefits as our compensation measure, which, for these purposes, included base salary, cash incentive payments, cash commissions and other similar payments, as well as the estimated employer cost for health benefits for those participating in our benefit programs. We determined the median compensated employee from our active, global employee population as described above as of April 30, 2020, using total cash compensation earned and paid from May 1, 2019 through April 30, 2020. 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 2020 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S. Dollars using a 12-month average through April 30, 2020.
Our “median compensated employee” is an individual who earned total cash compensation and health benefits at the midpoint, that is, the point at which half of the global employee population earned more total cash compensation and benefits and half of the global employee population earned less total cash compensation and health benefits.
Calculating the Pay Ratio
After identifying the median compensated employee, we calculated the annual total compensation for this employee and Mr. Gokey in the same manner as the “Total” compensation shown for our CEO in the Summary Compensation table on page 78 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 2020.
| Equity Compensation Plan Information |
The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2020.
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) | 3,770,787(2) | $74.97 | 8,418,652(3) |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | 3,770,787 | $74.97 | 8,418,652 |
| (1) | The 2018 Omnibus Plan. |
| (2) | This amount consists of stock options which have an average remaining term as of June 30, 2019 of 6.44 years. This amount does not include outstanding unvested awards of: (i) 699,998 time-based RSUs; and (ii) 251,596 performance-based RSUs. |
| (3) | 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. |
| 92 | BROADRIDGE 2020 PROXY STATEMENT |
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:
| • |
| • |
| • | 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 95 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, 2017,2020, be included in the 20172020 Form 10-K.
Audit Committee of the Board of Directors
Richard J. Haviland, ChairRobert N. DuelksBrett A. KellerStuart R. LevineMaura A. MarkusThomas J. Perna
| Audit Committee of the Board of Directors | |
| Pamela L. Carter, Chair | |
| Robert N. Duelks | |
| Brett A. Keller | |
| Maura A. Markus | |
| Thomas J. Perna | |
| Alan J. Weber | |
| Amit K. Zavery |
| BROADRIDGE 2020 PROXY STATEMENT | 93 |
Broadridge 2017 Proxy Statement 67
Proposal 4 — 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, 2018.
 | 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, 2021. |
In determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountantaccountants for the upcoming fiscal year, the Audit Committee considered several factors including:
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 Form 10-K for the fiscal year ended June 30, 2017. The new lead audit partner was designated in 2017 to commence with the audit of the Company’s consolidated financial statements for the fiscal year ending June 30, 2018.
| 94 | BROADRIDGE 2020 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 yearyears ended June 30, 2017.2020 and 2019.
Years ended June 30, | ||||||
2017 | 2016 | |||||
Type of Fees | ($ in thousands) | |||||
Audit Fees(1) | $ | 4,474 | $ | 4,534 | ||
Audit-Related Fees(2) | 3,286 | 2,994 | ||||
Tax Fees(3) | 251 | 459 | ||||
All Other Fees(4) | — | — | ||||
Total Fees | $ | 8,011 | $ | 7,987 | ||
| Type of Fees ($ in thousands) | Fiscal Years Ended June 30, | |
| 2020 | 2019 | |
| Audit Fees(1) | $5,028 | $4,582 |
| Audit-Related Fees(2) | $4,198 | $4,429 |
| Tax Fees(3) | $ 523 | $ 352 |
| All Other Fees(4) | — | — |
| Total Fees(5) | $9,750 | $9,362 |
| (1) | Audit Fees include professional services and expenses with respect to the |
| (2) | Audit-Related Fees include professional services |
| (3) | Tax Fees include general tax services such as |
| (4) | All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |
68 Broadridge 2017 Proxy Statement
| (5) | Amounts may not sum due to rounding. |
Proposal 4 — Ratification of Appointment of Independent RegisteredPublic 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 accountantaccountants for the fiscal year ended 2018.2021. Stockholder ratification is not required by the Company’s By-laws or otherwise, but as a matter of good corporate governance practices,practice, the Board has decided to ascertain the position of theour stockholders on the appointment at the Annual Meeting. If theour 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.
| BROADRIDGE 2020 PROXY STATEMENT | 95 |
| Proposal 3—Ratification of Appointment of Independent Registered Public Accountants |
Representatives of Deloitte & Touche LLP are expected to be present atattend the 20172020 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.
Required Vote
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 20172020 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, 2021 |
| 96 | BROADRIDGE 2020 PROXY STATEMENT |
Proposal 4—Stockholder Proposal on Political Disclosures
James McRitchie, whose address is 9295 Yorkship Court, Elk Grove, California 95758, has advised the Company that he intends to present the following stockholder proposal at the Annual Meeting. Mr. McRitchie has indicated that he holds 50 shares of Broadridge common stock and has delegated John Chevedden to act as his agent regarding this stockholder proposal, including its presentation at the Annual Meeting. The stockholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponent.
The text of the stockholder proposal and supporting statement appear exactly as received by the Company unless otherwise noted. All statements contained in the stockholder proposal and supporting statement are the sole responsibility of the proponent. The stockholder proposal may contain assertions about the Company or other matters that we believe are incorrect, but we have not attempted to refute all of those assertions.
The Board Recommends a Vote Against Stockholder Proposal 4 based on the reasons set forth in Broadridge’s Statement in Opposition following the stockholder proposal.
JAMES MCRITCHIE’S PROPOSAL AND SUPPORTING STATEMENT (AS RECEIVED)
Proposal 4—Political Disclosures
Resolved: Shareholders of Broadridge Financial Solutions Inc. ("Broadridge" or "Company") hereby request that our Company provide a report, updated semiannually, disclosing the Company's:
| 1. | Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. |
| 2. | Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: |
| a. | The identity of the recipient as well as the amount paid to each; and |
| b. | The title(s) of the person(s) in the Company responsible for decision-making. |
The report shall be presented to the board of directors or relevant board committee and posted on the Company's website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.
Supporting Statement:As long-term shareholders of Broadridge, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, "[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages."
Relying on available data does not provide a complete picture of the Company's electoral spending. For example, payments to trade associations that may be used for election-related activities are undisclosed and unknown. This proposal asks the Broadridge to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including Salesforce.com Inc., Microsoft Corp., and Electronic Arts, Inc., which present this information on their websites.
| BROADRIDGE 2020 PROXY STATEMENT | 97 |
| Proposal 4—Stockholder Proposal on Political Disclosures |
Proposals on this topic at Alliant Energy and Cognizant Technology Solutions passed last year, despite board opposition. This year, shareholders of Centene Corporation, J.B. Hunt Transport Services, and Western Union have also passed similar proposals. The Company's Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections. We urge your support for this critical governance reform.
Increase Long-Term Shareholder Value
Vote for Political Disclosures—Proposal 4
BROADRIDGE’S STATEMENT OF OPPOSITION
The Board has considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our stockholders.
As a global financial technology leader, Broadridge operates within the securities and financial services industries and is subject to multiple regulatory regimes, either directly or indirectly through our clients. As such, we believe that it is important to understand and engage in the public policy-making process, which we do so subject always to our corporate governance and business goals and in full compliance with all applicable laws, including disclosure requirements. While the Board is supportive of many of the objectives expressed in the stockholder proposal, the imposition of the reporting process requested by the proposal is unnecessary given our current policies and procedures governing political contributions and our minimal levels of spending in this area. Further, adopting such a reporting regime would subject the Company to a different standard than our competitors, which could have negative consequences for the Company. Because of this and the other reasons specified below, the Board of Directors believes this stockholder proposal is unnecessary and not in the best interest of the Company or its stockholders. The Board of Directors therefore unanimously recommends voting against this proposal.
Political contributions are already subject to regulation and disclosure. Political contributions made by Broadridge and its subsidiaries are already subject to federal, state and local regulation, which, unlike the stockholder-requested report, applies equally to all participants (and not just our Company). We comply fully with all such regulations and required contribution information can already be found on various state and federal websites. Further, federal law prohibits corporations from contributing corporate treasury funds to federal candidates or federal campaign committees—accordingly, we do not make any such contributions.
We maintain a political action committee funded by contributions by eligible employees and directors (“Eligible Contributors”) (not corporate contributions). The Broadridge PAC provides Eligible Contributors with an opportunity to join together to participate in the democratic process by collecting and distributing funds to support candidates, political parties, and political committees. The Broadridge PAC is bipartisan. Under federal law, all political action committee contributions are required to be publicly disclosed. The Broadridge PAC has only received funds beginning in 2020 and has only received approximately $137,500 in contributions through June 30, 2020. A description of all of the contribution history of the Broadridge PAC is publicly available on the Federal Election Commission website at:www.fec.gov/data/committee/C00478107.
We have historically made an extremely limited number of political contributions, where such contributions are permitted by law. Broadridge and its subsidiaries do not typically make political contributions. Over the past several years, political contributions made by Broadridge and its subsidiaries have been de minimis (less than $20,000 of our $3.9 billion in total operating expenses in fiscal year 2020). Broadridge and its subsidiaries have made no political contributions in 2020. Given the small amount of political contributions reflecting fairly minimal activities and the existing disclosure requirements, we believe the report requested by the stockholder proposal is unnecessary.
| 98 | BROADRIDGE 2020 PROXY STATEMENT |
| Proposal 4—Stockholder Proposal on Political Disclosures |
Company policy and Board monitoring activities already provide for oversight of political contributions. In addition to the disclosures required by federal, state and local laws, our Political Contributions Policy, adopted by our Board of Directors this year, codifies our policy that no Company resources, including the use of Company premises, equipment or property or Company funds may be contributed (in cash or in-kind) to any federal political candidate, political committee (other than for the administrative and solicitation expenses of the Broadridge PAC, as permitted by law), political party, state ballot measure committee or to any other organization for the purpose of attempting to influence elections or ballot measures.
Also, our Political Contributions Policy provides that we do not contribute to Internal Revenue Code section 501(c)(4) social welfare organizations.
On the state and local level, our Political Contributions Policy and our Code of Conduct mandate that Company funds may not be given directly to political candidates without the prior approval of the CEO, or, in his absence, the General Counsel.
Additionally, the Board of Directors receives updates on any political activities or contributions from time to time, but no less than annually. In addition to the adoption of a formal Political Contributions Policy, we have added disclosure regarding our political activities and contributions on our website that will be updated annually. We believe that the Company’s current policy, oversight process and enhanced Company disclosures provide the necessary accountability to ensure that the Company’s political activities are conducted in the best interest of the Company and its stockholders.
Participation in trade associations is for non-political purposes. We participate in trade associations because we believe their expertise and their insights on industry issues and trends to be important and necessary to the success of our business. Although we do not join trade associations to advance any political purposes, these associations may participate in the political process from time to time. We do not control or seek to influence their political activity in any way. While we may advise trade associations of our views on particular subjects, they are independent organizations that represent the interests of all their members, who may have divergent views and interests. Our membership does not represent our agreement with the positions, views or objectives of the trade associations or of other members, although we closely monitor the appropriateness and effectiveness of the political activities undertaken by the most significant trade associations of which we are a member. Additionally, we do not control how trade associations direct any expenditures, and in many cases, are not even aware that such expenditures are made.
Notwithstanding the foregoing, the Company intends to disclose the amount of payments to trade associations on an annual basis as part of its ESG reporting at www.broadridge.com/about/governance. Our average aggregate expenditures on trade association membership dues and non-dues contributions were typically less than 0.05% of our total operating expenses in the past three fiscal years.
In summary, we believe that the Company’s procedures regarding its participation in the political process (including Board oversight of such participation), its commitment to full compliance with the existing legal requirements and its Political Contributions Policy, and the disclosure provided on its political activities on its website that will be updated annually appropriately address the concerns cited in the stockholder proposal, especially given the de minimis nature of the Company’s political contributions. We do not believe that implementing the report requested by the proposal would increase stockholder value or provide stockholders with any materially meaningful information than is already available. For the foregoing reasons, the Board of Directors believes this stockholder proposal is unnecessary and not in the best interest of the Company or its stockholders. The Board of Directors therefore unanimously recommends voting against this proposal.
| BROADRIDGE 2020 PROXY STATEMENT | 99 |
| Proposal 4—Stockholder Proposal on Political Disclosures |
Required Vote
The affirmative vote of a majority of votes cast at the 2020 Annual Meeting, in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting is required for 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 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, 2018
The Board of Directors Recommends a Vote AGAINST the Stockholder Proposal on Political Disclosures |
| 100 | BROADRIDGE 2020 PROXY STATEMENT |
Broadridge 2017 Proxy Statement 69
| Submission of Stockholder Proposals and Director Nominations |
Submission of Stockholder Proposals and Director Nominations
Proposals to be Included in 20182021 Proxy Statement
Any stockholder who desires to have a proposal considered for presentation at the 20182021 annual meeting of stockholders (the “2021 Annual Meeting”) and included in the proxy statement and form of proxy used in connection with our 2018 annual meeting,2021 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, 2018.May 28, 2021. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.
Proxy Access Nominations to be Included in 20182021 Proxy Statement
Any stockholder (or group of up to 50 stockholders) meeting the Company’s continuous ownership requirements of three percent (3%) or more of our common stockthe outstanding shares of Common Stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our 2018 annual meeting2021 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 19, 201822, 2021 and no later than July 19, 2018.22, 2021.
However, if we do not hold our 2018 annual meeting2021 Annual Meeting between October 17, 201820, 2021 and December 16, 2018,19, 2021, or if we do not hold our 2017 annual meeting,2021 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 2018 annual meeting,2021 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 2018 meeting2021 Annual Meeting to stockholders by mail or announce it publicly.
Nominations or Proposals Not Included in 20182021 Proxy Statement
If a stockholder seeks to nominate a candidate for election or to propose business for consideration at our 2018 annual meeting2021 Annual Meeting but not have it included in our proxy statement for the 2018 annual meeting,2021 Annual Meeting, we must receive notice of the proposal or director nomination no earlier than June 19, 201822, 2021 and no later than July 19, 2018.22, 2021.
However, if we do not hold our 2018 annual meeting2021 Annual Meeting between October 17, 201820, 2021 and December 16, 2018,19, 2021, or if we do not hold our 2017 annual meeting,2021 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 2018 annual meeting,2021 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 2018 meeting2021 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 of proposed nomination. If the notice 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 2018 annual meeting.2021 Annual Meeting.
Proxies solicited by the Board of Directors for the 2018 annual meeting of stockholders2021 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 maria.allen@broadridge.com.
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70 Broadridge 2017 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:
PROPOSAL 1 | 13 | |
PROPOSAL 2 | ||
Advisory vote to approve the compensation of our Named Executive Officers | 49 | |
PROPOSAL 3 | ||
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2021 | 94 | |
PROPOSAL 4 | Stockholder Proposal on Political Disclosures | |
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 20172020 Annual Meeting will take place on Thursday, November 16, 2017,19, 2020, at 10:9:00 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 viaby visitingwww.virtualshareholdermeeting.com/BR20.
Why a virtual meeting?
We are excited to embrace the Internet by visiting broadridge.onlineshareholdermeeting.com.latest technology 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, or if calling internationally, please call: 1-720-378-5962.
Who may vote at the Annual Meeting?
Holders of our common stockCommon Stock at the close of business on September 21, 201724, 2020 (the “Record Date”) may vote at the Annual Meeting. We refer to the holders of our common stockCommon Stock as “stockholders” throughout this Proxy Statement. Each stockholder is entitled to one vote for each share of common stockCommon Stock held as of the Record Date.
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 broadridge.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/BR20 when you enter the control numberControl Number we have provided to you. Dissenters’ rights are not applicable to any of the matters being voted upon at the 2020 Annual Meeting.
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| About the Annual Meeting and These Proxy Materials |
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 titled entitled “What if I submit a proxy, but do not specify how my shares are to be voted?” for additional information.
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About the Annual Meeting and These Proxy Materials
What do I need to do to attend the virtual Annual Meeting on the Internet?Meeting?
Broadridge will be hosting the 2017 Annual Meeting via the Internet.online. A summary of the information you need to attend the Annual Meeting online is provided below:
| • | Any stockholder can attend the |
| • | Instructions on how to attend and participate |
If I am unable to attend the virtual Annual Meeting, on the Internet, can I listen to the Annual Meeting by telephone?
Yes. Stockholders unable to access the Annual Meeting on the Internetonline will be able to call 1-877-328-2502 and listen to the Annual Meeting if they provide their control number.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 via the Internet.online.
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 viathrough the Internet (“Notice and Access”). On or about October 2, 2017,6, 2020, we will mail the Notice regarding the Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to stockholders of our common stockCommon 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 2020 Proxy Statement and our 2017 annual report2020 Annual Report to stockholders (the “Annual Report”).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 the Internet Availability of Proxy Materials?
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 and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information, please see the section titled 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.
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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/brBR and follow the enrollment instructions that apply depending on whether you are a stockholder of record (or registered stockholder) or beneficial owner of Broadridge stock.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.
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 Before the Meeting Date: Go to www.proxyvote.com/BR |
 | By Telephone: Call 1-800-690-6903 to vote by telephone until 11:59 p.m. Eastern Time on November 18, 2020. Have your proxy card in hand when you call and then follow the instructions. |
 | 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 Internet During the Annual Meeting: You may attend the Annual Meeting on Thursday, November |
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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 Availability 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 16, 2017,19, 2020, at 10:9:00 a.m. Eastern Time via the Internet at by visiting broadridge.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/BR20 and vote during the Annual Meeting.
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:
| • | Submitting a later-dated vote by telephone or |
| • | 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 maria.allen@broadridge.com, before the Annual Meeting |
| • | Attending the Annual Meeting |
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 via the Internet at by visiting broadridge.onlineshareholdermeeting.comwww.virtualshareholdermeeting.com/BR20 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 viathrough the Internet before or during the Annual Meeting, your shares will not be voted at the Annual Meeting.
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About the Annual Meeting and These Proxy Materials
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, 2 and 3.4. However, your broker, bank or nominee does have discretion to vote your shares on routine matters such as Proposal 4.3.
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:
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| About the Annual Meeting and These Proxy Materials |
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 4,3, but do not have discretion to vote on non-routine matters such as Proposals 1, 2 and 3.4. 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 43 and any other routine matters properly presented for a vote at the Annual Meeting.
What is the effect of a broker non-vote?
Brokers, banks or other nominees who hold shares of our common stockCommon 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.
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 quorum at the Annual Meeting. On September 21, 2017,24, 2020 there were 116,543,814115,496,700 shares of common stockCommon Stock outstanding and entitled to vote (excluding 37,917,31338,964,427 treasury shares not entitled to vote).
Your shares will be counted towards the quorum if you vote by mail, by telephone, or viathrough 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 sound corporate governance standards and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received
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beginning on November 2, 2017,4, 2020, with the final vote tabulation available through January 17, 2018.19, 2021. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.comwww.proxyvote.com/BR using the control numberControl 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 brokerage account,other nominee, the ability to confirm your vote may be affected by the rules of your bank, broker or brokernominee and the confirmation will not confirm whether your bank, broker or brokernominee allocated the correct number of shares to you.
Is my vote confidential?
Yes. All votes remain confidential, unless you provide otherwise.
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What is householding?
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding Broadridge stockCommon 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 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 1-800-542-1061,1-866-540-7095, 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 broker.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 20172020 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.
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 of the Company.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.has retained Innisfree M&A Incorporated 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.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 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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Design compensation programs that do not encourage excessive risk taking
Enter into employment agreements with NEOs