TABLE OF CONTENTSTable of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Partyparty other than the Registrant o☐
Check the appropriate box:
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material |
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Name of Registrant as Specified In Itsin its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
No fee required. | ||
o | ||
Fee paid previously with preliminary materials. | ||
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Company Overview
Broadridge
is a global
Fintech leader
Broadridge powers the critical infrastructure behind investing, governance, and communications
| 7 | $10 |
Managing proxy voting | Distributing more than 7B | Powering $10T per day |
Letter to Our Stockholders
5 Dakota DriveLake Success, New York 11042
Dear Stockholders,
You are cordially invited to attend the 2017At our 2023 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, vote, and submit your questions during the meeting via the Internet by visiting broadridge.onlineshareholdermeeting.com.
At the 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 conduct several other important items of business at the meeting, and I will report on our fiscal year 20172023 financial performance.performance, and the members of the Board and I will also answer questions from our stockholders. Our strong fiscal 2023 results and 2024 outlook reflect continued execution of our long-term growth strategy, powerful underlying trends, and returns on the investments we have made in our business.
As we were finalizing this letter, we learned of the passing of Bob Schifellite, until recently President of our ICS division. Bob had just completed a long-planned and successful leadership transition to Mike Tae and Doug DeSchutter, and his sudden loss has hit us all. Bob was instrumental in the creation of Broadridge, and he helped build it into the leading shareholder governance and communications provider it is today. Bob left an indelible mark on Broadridge and the industry as a whole, and he will be deeply missed.
Due to an age limitation for election to the Board of Directors in our Corporate Governance Principles, Thomas J. Perna, who has been a member of the Board since 2009, and a member of our Audit and Governance and Nominating Committees, will retire from the Board following the 2023 Annual Meeting. We wish Tom well and thank him for his many years of exemplary service on the Board.
Whether or not you plan to attend the 20172023 Annual Meeting, please read our 20172023 Proxy Statement for important information on each of the proposals, our sustainability efforts, and our practices in the areas of corporate governance and executive compensation. Our 20172023 Annual Report to Stockholders contains information about Broadridge and our financial performance.
Please provide your voting instructions by 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.and I hope you will join us to hear more about Broadridge.
Sincerely,
Richard J. Daly
TIMOTHY C. GOKEY
Chief Executive Officer
Lake Success, New YorkOctober 2, 2017September 27, 2023
5 Dakota DriveLake Success, New York 11042“Our strong results and outlook reflect continued execution of our
long-term growth strategy, powerful underlying trends, and returns on the investments we have made in our business.”
2023 Proxy Statement | Broadridge | 1 |
Notice of Annual Meeting of Stockholders
The 2017You are cordially invited to attend the virtual 2023 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, Our 2023 Annual Meeting will be held on Thursday, November 16, 2017,9, 2023, at 10:9:00 a.m. Eastern Time.
You can attend the 20172023 Annual Meeting online, vote your shares, electronically, and submit questions during the meeting by visiting broadridge.onlineshareholdermeeting.com.virtualshareholdermeeting.com/BR23. Be sure to have the control numberControl Number we have provided to you to join the meeting.
At the meeting, stockholders will be asked to vote on the following:
Election of the 11 nominees listed in this Proxy Statement to the Board of Directors to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified
Advisory vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement (the Say on Pay Vote)
Vote, on an advisory basis, on the frequency of holding the Say on Pay Vote (the Frequency Vote)
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2024
In addition, the Board of Directors may transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
Stockholders of record at the close of business on September 21, 2017,14, 2023, are entitled to vote at the 20172023 Annual Meeting.
We began distributing a Notice of Internet Availability of Proxy Materials, proxy statement, the 20172023 Proxy Statement, the 2023 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on October 2, 2017.September 27, 2023.
By Order of the Board of Directors,
Maria AllenSecretary
Lake Success, New YorkOctober 2, 2017
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.
ONLINE USING YOUR COMPUTER OR MOBILE DEVICE Registered Owners visitproxyvote.com/BR | ||
BY TELEPHONE Registered Owners in the U.S. or Canada dial toll-free 1-800-690-6903 | ||
BY SCANNING THIS QR CODE USING YOUR TABLET OR SMARTPHONE Scan this QR code to vote with your mobile device (may require free software) | ||
IF YOU RECEIVED YOUR PROXY MATERIALS BY MAIL, BY MAILING YOUR PROXY CARD Cast your ballot, sign your proxy card and send by free post | ||
You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on November 8, 2023.
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 visitingvirtualshareholdermeeting.com/BR23and 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.
MARIA ALLEN Corporate Secretary September 27, 2023 | Your vote is important and we want to hear from you, our stockholders. For every stockholder account that votes, Broadridge will make a $1 charitable donation to Ronald McDonald House - NYC. |
2 | Broadridge | 2023 Proxy Statement |
Table of Contents
Broadridge 2017 Proxy Statement i
Table of Contents
2023 Proxy Statement | Broadridge | 3 |
2023 Performance Snapshot*
The Broadridge financial model is focused on driving steady revenue growth and consistent earnings per share (“EPS”) growth, generated by: | |||
Sustainable recurring revenue growth | Investments in our long-term growth strategy | Continued margin expansion from our scale and operational efficiencies | Balanced capital allocation leveraging our strong free cash flow businesses |
ii Our strong fiscal year 2023 results enabled Broadridge 2017 Proxy Statement
to meet or exceed the high end of our three-year financial objectives.
* | For more complete information about our financial performance, please review the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”). Certain measures referenced are not prepared in accordance with generally accepted accounting principles (“GAAP”). For an explanation of our use of these Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures” beginning on page 92 of this Proxy Statement. |
4 | Broadridge | 2023 Proxy Statement |
Proxy Statement for Annual MeetingSummary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of Stockholdersthe information that you should consider, and you should read the entire Proxy Statement carefully before voting.
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “CompanyCompany”” or “BroadridgeBroadridge””) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors”Directors” or the “BoardBoard””) for use at the 20172023 Annual Meeting of Stockholders of the Company, (the “2017 Annual Meeting” or the “AnnualMeeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Annual Meeting of Stockholders
The Annual Meeting will be a completely virtual meeting. You will be able to attend, vote, and submit questions during the Annual Meeting via the Internet by visiting broadridge.onlineshareholdermeeting.com.
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. Your vote is important and we want to hear from you, our stockholders. You do not need to attend the Annual Meeting to vote your shares. For every stockholder account that votes, Broadridge will make a $1 charitable donation to Ronald McDonald House - NYC.
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, (exceptexcept on the ratification of the appointment of our independent registered public accountants for 2018),fiscal year 2024, unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares viaby telephone or the Internet.online. 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 | |||||||
Election of Directors | Page | FOR | No | Do not count (no effect) | Majority of votes cast for each nominee | |||||||
Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote) | Page | No | Do not count (no effect) | Majority of votes cast | ||||||||
Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote) | Page | FOR every ONE YEAR | Do not count (no effect) | Majority of votes cast | ||||||||
Ratification of Appointment of Independent Registered Public Accountants for | Page | Yes | Do not count (no effect) | Majority of votes cast |
2023 Proxy Statement | Broadridge | 5 |
Broadridge 2017 Proxy Statement 1
Vote Right Away
Advance Voting Methods and Deadlines
Even if you plan to attend our Annual Meeting, please read this Proxy Statement with care and vote right away using one of the following methods.Summary
PROPOSAL 1 Election of Directors | |||||
See Page 10 |
The telephone and Internet voting facilities will close at 11:59 p.m. Eastern Time on November 15, 2017.
If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over 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 Annual Meeting via the Internet by visiting broadridge.onlineshareholdermeeting.com and following the instructions. You will need the control number included in 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 71 for answers to common questions on the rules and proceduresInformation about the proxy and Annual Meeting process.Our Nominees
2 Broadridge 2017 Proxy Statement
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.
Nominees for Director (page 8)
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 8.11 of this Proxy Statement.
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 |
Committee Memberships | ||||||||||||||||
Director | Experience | Age* | AC | CC | GNC | Director Since | ||||||||||
Leslie A. Brun Lead Independent Director | Chairman and Chief Executive Officer, SARR Group, LLC | 71 | 2007 | |||||||||||||
Pamela L. Carter Independent | Retired President, Cummins Distribution Business, division of Cummins Inc. | 73 | 2017 | |||||||||||||
Richard J. Daly Executive Chairman | Executive Chairman, Former Chief Executive Officer, Broadridge | 70 | 2007 | |||||||||||||
Robert N. Duelks Independent | Former Executive, Accenture plc | 68 | 2009 | |||||||||||||
Melvin L. Flowers Independent | Former Head of Internal Audit and Risk Management, Microsoft Corporation Former CFO of three public companies | 70 | 2021 | |||||||||||||
Timothy C. Gokey | Chief Executive Officer, Broadridge | 62 | 2019 | |||||||||||||
Brett A. Keller Independent | Chief Executive Officer, priceline.com LLC | 55 | 2015 | |||||||||||||
Maura A. Markus Independent | Former President and Chief Operating Officer, Bank of the West | 65 | 2013 | |||||||||||||
Eileen K. Murray Independent | Former Chair of the Board of Governors, Financial Industry Regulatory Authority | 65 | 2022 | |||||||||||||
Annette L. Nazareth Independent | Senior Counsel, Davis Polk & Wardwell Former SEC Commissioner | 67 | 2021 | |||||||||||||
Amit K. Zavery Independent | Vice President/General Manager and Head of Platform for Google Cloud, Google, LLC | 52 | 2019 |
* | Director ages are as of August 16, 2023 |
AC | GNC | Governance and Nominating Committee | Member | |||||||
CC | Compensation Committee | Chair |
6 | Broadridge | 2023 Proxy Statement |
Proxy Statement Summary
Board Nominee Highlights
2023 Proxy Statement | Broadridge | 7 |
Proxy Statement Summary
PROPOSAL 2 Advisory Vote to Approve Compensation of | |||
The Board recommends a vote FOR this proposal. | See Page 44 |
Majority of Compensation of Named Executive Officers is Performance Based
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements, and a majority of the target compensation of the Company’s executive officers listed in the “Summary Compensation” table on page 63 of this Proxy Statement (the “Named Executive Officers” or “NEOs”) is performance based, with the objective of balancing short-term and long-term decision-making in support of our business objectives.
Executive Total Target Compensation Mix
Mr. Gokey CEO Target Total Direct Compensation (“TDC”) | Other NEO Target Total Direct Compensation(1) | |
(1) | Other NEO target TDC is an average of the |
8 | Broadridge | 2023 Proxy Statement |
Proxy Statement Summary
PROPOSAL 3 Advisory Vote on the Frequency of Holding the | |||
The Board recommends a vote for every ONE YEAR for this proposal. | See Page 80 |
PROPOSAL 4 Ratification of Appointment of | |||
The Board recommends a vote FOR this proposal. | See Page 81 |
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
Stockholder Rights
Executive Compensation
Broadridge 2017 Proxy Statement 3
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.
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 “Named Executive Officers” or “NEOs”), and particularly the CEO, is heavily weighted towards variable, performance-based compensation.
In line with the Company’s strong overall financial performance 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 targets reflecting the Company’s strong performance in the prior fiscal year.
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 CompensationAudit Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, which can be found on page 54 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 |
Executive Total Compensation Mix (page 37)
A significant portion of the CEO’s and other Named Executive Officers’ target TDC is variable, performance-based compensation. This is intended to ensurebelieve 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
Response to Say on Pay Advisory Vote (page 29)
Each year, 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 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 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 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.
This year, in addition to presenting the Say on Pay proposal 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 disclosed in this 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.
Ratification of Auditors (page 68)
We ask our stockholders to ratify the appointmentretention of Deloitte & Touche LLP to serve as our independent registered public accountants for the fiscal year ending June 30, 2018. Below2024 is summary informationin the best interests of the Company and its stockholders.
Questions and Answers about Deloitte & Touche LLP’s feesthe Annual Meeting and Voting
See the section entitled “About the Annual Meeting and these Proxy Materials” beginning on page 85 for 2017answers to common questions on the rules and 2016.procedures about the proxy and annual meeting process.
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 |
2023 Proxy Statement | Broadridge | 9 |
6 Broadridge 2017 Proxy Statement
Table of Contents |
PROPOSAL 1 | ||
Election of Directors | ||
Upon the recommendation of the Governance and Nominating Committee, our Board has nominated the 11 directors identified on the following pages for election at the 2023 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 2022 Annual Meeting. Mr. Perna, who has served on our Board since 2009, will retire from our Board at the 2023 Annual Meeting pursuant to the mandatory retirement policy set forth in our Corporate Governance Principles. Directors are elected annually by a majority of the votes cast in uncontested elections 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 and publicly disclose its decision. 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 11-21 to continue to serve as a director of the Company. | ||
●The current composition of our Board reflects a mix of tenures, which we believe balances historical and institutional knowledge, and an understanding of the evolution of our business with fresh perspectives from our newer directors. | ||
●Each of the director nominees for election at the 2023 Annual Meeting holds or has held senior executive positions in large, complex organizations, and many hold or have held the role of chief executive officer. This experience demonstrates their ability to perform at the highest levels, enabling them to provide sound judgment concerning the issues facing a large public corporation in today’s environment, provide oversight and evaluate our performance. | ||
●The Governance and Nominating Committee Charter provides that the Board take diversity into account in determining the Company’s slate of nominees. In keeping with this commitment to diversity, seven of our 11 director nominees are women or racially or ethnically diverse individuals. |
Board Changes Since 2021: | Key Skills to Support Broadridge’s Strategy | |||||||||||
Added three highly skilled independent directors to our Board | ||||||||||||
Financial Services | Technology | Corporate Governance | Risk Management | Legal/ Regulatory/ Government | ||||||||
The Board recommends that you vote FOR the election of each director nominee |
10 | Broadridge | 2023 Proxy Statement |
Proposal 1 —- Election of Directors
Information About the 2017 Annual Meeting, tenNominees
Leslie A. Brun Lead Independent Director since 2019 Chairman of the Board from 2011 to 2019 Director Since: 2007 Age: 71 | ||||||
BackgrounD: | CURRENT PUBLIC COMPANY DIRECTORSHIPS: | |||||
● Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006 ● Chairman and Chief Executive Officer of Ariel Alternatives, LLC, a private asset management firm that invests in mid-market scalable businesses that are Black and Latinx owned, which he co-founded in 2021; serves as Chair of Ariel’s Investment Committee ● Senior Advisor to G100 and World 50 peer-to-peer communities for current and former senior executives and directors from some of the world’s largest companies ● Managing Director at CCMP Capital, a global private equity firm, from 2011-2013 ● Founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm, from 1991-2005 ● Co-founder and Managing Director of the investment banking group of Fidelity Bank, from 1988-1990 | ● Corning, Inc. (since 2018) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● CDK Global, Inc., Non-Executive Chairman (2014-2022) ● Merck & Co., Inc. ■ Director (2008-2021) ■ Lead Independent Director (2014-2021) ● Automatic Data Processing, Inc. (“ADP”) ■ Director (2003-2015) ■ Chairman of the board of directors (2007-2015) ● Hewlett Packard Enterprise Company (2015-2018) OTHER QUALIFICATIONS: ● Director of Footprint International Holdco, Inc., a plant-based fiber solution manufacturing company, from 2021-2023 ● Former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Financial Expertise/Literacy | |||||
Other Public Company Board Experience | International Business Experience | |||||
Financial Services | Corporate Governance | |||||
Technology | ||||||
2023 Proxy Statement | Broadridge | 11 |
Proposal 1 - Election of Directors
Pamela L. Carter Independent Director Since: 2017 Age: 73 Committee Membership: Audit (Chair), Governance and Nominating | |||||
Background: | FORMER PUBLIC COMPANY DIRECTORSHIPS: | ||||
● Held several senior leadership roles at Cummins Inc., a global manufacturer of diesel engines and related technologies, from 1997-2015: ■ President of Cummins Distribution Business ■ President of Cummins Filtration ■ Vice President and General Manager of Europe, Middle East and Africa business and operations ■ Vice President and General Counsel ● Attorney General for the State of Indiana from 1993-1997 ● Appointed to the Export-Import Bank of the U.S. Sub-Saharan Africa Advisory Council from 2010-2014 CURRENT PUBLIC COMPANY DIRECTORSHIPS: ● Enbridge Inc., Chairman of the Board (since 2023), ● Hewlett Packard Enterprise Company (since 2015) | ● Spectra Energy Corp. (2007-2017) ● CSX Corp. (2010-2020) OTHER QUALIFICATIONs: ● Member of the national board of directors of Teach for America ● Board member and the board Treasurer of the Sycamore Institute since 2019 ● Chair of the Nashville Symphony board of directors since 2020 ● Recipient of a 2018 Sandra Day O’Connor Board Excellence Award ● Recognized by National Association of Corporate Directors (“NACD”) as one of the top 100 board members in 2018 ● Black Enterprise award in 2018 as one of the top 25 directors ● Named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | International Business Experience | |||||
Other Public Company Board Experience | Corporate Governance | |||||
Financial Services | Legal/Regulatory/Government | |||||
Technology | Associations/Public Policy | |||||
Financial Expertise/Literacy | Risk Management | |||||
Sales/Marketing | ||||||
12 | Broadridge | 2023 Proxy Statement |
Proposal 1 - Election of Directors
Richard J. Daly Management Director Since: 2007 Age: 70 | ||||||
Background: | OTHER QUALIFICATIONS: | |||||
● CEO of Broadridge Financial Solutions, Inc. from ● Group President of the Brokerage Services Group of ADP, directly responsible for the Investor Communication Solutions business, and a member of the Executive Committee and a corporate officer of ADP from 1996-2007 ● Senior Vice President of ADP’s Brokerage Services Group, following ADP’s acquisition of the proxy services business he founded in 1989 FORMER PUBLIC COMPANY DIRECTORSHIPS: ● The ADT Corporation (2014-2016) | ● Member of the Listed Company advisory board for the New York Stock Exchange (“NYSE”) ● Recognized as an NACD Directorship 100 Governance Professional ● Member of the advisory board of NACD ● Chairman of the board of directors of the Securities Industry and Financial Markets Association Foundation ● Director of Footprint International Holdco, Inc., a plant-based fiber solution manufacturing company, from 2021-2023 ● Member of The Economic Club of New York and the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership of Columbia Law School |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Other Public Company Board Experience | International Business Experience | |||||
Financial Services | Corporate Governance | |||||
Technology | Legal/Regulatory/Government | |||||
Financial Expertise/Literacy | Risk Management | |||||
Sales/Marketing | ||||||
2023 Proxy Statement | Broadridge | 13 |
Proposal 1 - Election of Directors
Robert N. Duelks Independent Director Since: 2009 Age: 68 Committee Membership: Governance and Nominating (Chair), Audit | |||||
Background: | OTHER QUALIFICATIONS: | ||||
● Former executive of Accenture plc, having served for 27 years in various capacities until his retirement in 2006 ■Responsible for local client service, regional operations and management of global offerings ■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 ● Advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products, from 2010-2021 | ● NACD Directorship Certified™ ● Former Chairman and a current Emeritus Trustee of the board of trustees of Gettysburg College ● Served as a member of the Advisory Board for the Business School at Rutgers University |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Sales/Marketing | |||||
Financial Services | International Business Experience | |||||
Technology | Corporate Governance | |||||
Financial Expertise/Literacy | ||||||
14 | Broadridge | 2023 Proxy Statement |
Proposal 1 - Election of Directors
Melvin L. Flowers Independent Director Since: 2021 Age: 70 Committee Membership: Audit | ||||||
Background: | OTHER QUALIFICATIONS: | |||||
● Held senior leadership roles at Microsoft Corporation from 2003-2020, including: ■Corporate Vice President of Internal Audit and Enterprise Risk Management overseeing the Internal Audit Department, Enterprise Risk Management team and Financial Integrity Unit ■Senior Controller for the Mobile and Embedded Devices business, responsible for accounting, management reporting, and internal controls and compliance ● Chief Financial Officer of Novatel Wireless, a NASDAQ-listed Internet of Things solutions provider to the telematics market, from 1999-2003 ● Chief financial officer at several public and private companies throughout the 1990s | ● Currently a member of the board of directors of HSBC North America Holdings, Inc. and HSBC Bank USA, N.A. ● Member of the board of trustees of Seattle University, serves as Chairman of the Audit and Risk Committee |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Sales/Marketing | |||||
Financial Services | International Business Experience | |||||
Technology | Corporate Governance | |||||
Financial Expertise/Literacy | Risk Management | |||||
2023 Proxy Statement | Broadridge | 15 |
Proposal 1 - Election of Directors
Timothy C. Gokey Management Director Since: 2019 Age: 62 Committee Membership: None | |||||
Background: | CURRENT PUBLIC COMPANY DIRECTORSHIPS: | ||||
● CEO and Director of Broadridge Financial Solutions, Inc. since 2019, and served in several other senior leadership positions of increasing responsibility, including: ■President from 2017-2020 ■Chief Operating Officer with responsibility for all business units, technology, and India operations from 2012-2019 ■Chief Corporate Development Officer from 2010-2012 ● H&R Block, President of the Retail Tax business from 2004-2009 ● McKinsey & Company, Partner from 1986-2004 ■Leader, North American Financial Institutions Marketing and Sales Practice from 2002-2004 ■Leader, North American CRM practice from 1997-2002 | ● C.H. Robinson Worldwide, Inc. (since 2017) OTHER QUALIFICATIONS: ● Recognized as NACD Directorship 100 Governance Professional ● Member of the board of directors of the Partnership for ● Serves on the board of advisors of the Northwell Health Cancer Institute ● Served on the Vestry of St. John’s Episcopal Church, Cold Spring Harbor, New York |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Other Public Company Board Experience | Sales/Marketing | |||||
Financial Services | International Business Experience | |||||
Technology | Corporate Governance | |||||
Financial Expertise/Literacy | Risk Management | |||||
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Proposal 1 - Election of Directors
Brett A. Keller Independent Director Since: 2015 Age: 55 Committee Membership: Audit, Compensation | ||||||
Background: | OTHER QUALIFICAtions: | |||||
● Chief Executive Officer, priceline.com LLC, a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., since 2016 ■Chief Operating Officer from 2015-2016 ■Chief Marketing Officer from 2002-2015, oversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives ■VP and Director from 1999-2002 ● Director of online travel services, Cendant, a consumer services holding company, from 1997-1999 | ● Member of the National Advisory Council for the Marriott School of Management at Brigham Young University |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Sales/Marketing | |||||
Technology | International Business Experience | |||||
Financial Expertise/Literacy | ||||||
2023 Proxy Statement | Broadridge | 17 |
Proposal 1 - Election of Directors
Maura A. Markus Independent Director Since: 2013 Age: 65 Committee Membership: Compensation (Chair), Audit | |||||
Background: | CURRENT PUBLIC COMPANY DIRECTORSHIPS: | ||||
● President and Chief Operating Officer and member of the board of directors of Bank of the West, from 2010-2014 ● Previously served in numerous senior leadership roles during her 22 years at Citigroup: ■Head of International Retail Banking in Citibank’s Global Consumer Group ■President, Citibank North America, Chairman, Citibank West ■Director, Citibank’s European Sales and Marketing Director, Brussels, Belgium ■President, Citibank’s consumer business in Greece | ● Stifel Financial Corp. (since 2016) OTHER QUALIFICAtions: ● Trustee for the College of Mount Saint Vincent, New York ● Former member of Year Up Bay Area’s Talent and Opportunity board ● Former member of The Financial Services Roundtable ● Former member of Catholic Charities of San Francisco and New York ● Former member of Junior Achievement New York ● Named one of American Banker's Most Powerful Women in Banking multiple times |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Sales/Marketing | |||||
Other Public Company Board Experience | International Business Experience | |||||
Financial Services | Corporate Governance | |||||
Financial Expertise/Literacy | Risk Management | |||||
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Proposal 1 - Election of Directors
Eileen K. Murray Independent Director Since: 2022 Age: 65 Committee Membership: Audit, Governance and Nominating | |||||
Background: | |||||
● Chair of the Board of Governors of the Financial Industry Regulatory Authority from 2020-2022; Governor from 2016-2020 ● Co-Chief Executive Officer of Bridgewater Associates, LP from 2009-2020 ● Chief Executive Officer of Investment Risk Management LLC from 2008-2009 ● President and Co-Chief Executive Officer of Duff Capital Advisors from 2007-2008 ● Served in several senior leadership roles at Morgan Stanley from 1984-2002 and 2005-2007, including Member of the Management Committee, Controller, Treasurer, Chief Accounting Officer, and Chief Operating Officer of the Institutional Securities Group ● Managing Director, member of management board, Credit Suisse, 2002-2005 ● Director, Business Council for International Understanding from 2013-2016 ● Director, The Depository Trust & Clearing Corporation from 2001-2005 | ● Advisor to many innovative technology and environmental solutions companies, including: ■ Invisible Urban Charging, an electric car charging company ■ Green Trust Partners, LLC, an ESG-focused real estate fund ■ Consensys, a blockchain technology company CURRENT PUBLIC COMPANY DIRECTORSHIPS: ● Guardian Life Insurance Company of America (since 2020) ● HSBC Holdings plc (since 2021) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● Compass, Inc. (2020-2022) OTHER QUALIFICAtions: ● Director of the Irish Arts Center since 2016 |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | International Business Experience | |||||
Other Public Company Board Experience | Corporate Governance | |||||
Financial Services | Legal/Regulatory/Government | |||||
Technology | Associations/Public Policy | |||||
Financial Expertise/Literacy | Risk Management | |||||
2023 Proxy Statement | Broadridge | 19 |
Proposal 1 - Election of Directors
Annette L. Nazareth Independent Director Since: 2021 Age: 67 Committee Membership: Audit and Compensation | |||||
Background: | CURRENT PUBLIC COMPANY DIRECTORSHIPS: | ||||
● Senior Counsel of Davis Polk & Wardwell since 2021 ● Partner, Davis Polk, headed the Trading and Markets practice of the Financial Institutions Group from 2008-2021 ● Chair, Integrity Council for the Voluntary Carbon Market, having previously served as the Operating Lead of the predecessor effort, the Taskforce on Scaling Voluntary Carbon Markets since 2021 ● Commissioner, Securities and Exchange Commission (“SEC”) from 2005-2008 ■Director, SEC, Division of Market Regulation (now the Division of Trading and Markets) from 1999-2005 ■Senior Counsel and Interim Director, SEC, Division of Investment Management from 1998-1999 | ● MoneyLion Inc. (since 2021) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● Figure Acquisition Corp. I (2021-2022) ● Athena Technology Acquisition Corp. II (2021) OTHER QUALIFICAtions: ● Serves on several not-for-profit boards, including: Urban Institute, Watson Institute, Protestant Episcopal Cathedral Foundation, St. Albans School of Public Service ● Board of Visitors of Columbia Law School ● SEC Historical Society (Chair) ● Member of the American Law Institute ● Former member of the board of trustees of Brown University (Chair, Audit Committee) |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | International Business Experience | |||||
Other Public Company Board Experience | Corporate Governance | |||||
Financial Services | Legal/Regulatory/Government | |||||
Financial Expertise/Literacy | Associations/Public Policy | |||||
20 | Broadridge | 2023 Proxy Statement |
Proposal 1 - Election of Directors
Amit K. Zavery Independent Director Since: 2019 Age: 52 Committee Membership: Audit | |||||
Background: | |||||
● Vice President /General Manager and Head of Platform, for Google Cloud at Google, LLC, since 2019 ● Previously served in numerous senior leadership roles during his 24 years at Oracle Corporation, where he led Oracle’s product vision, design, development, operations and go-to-market strategy for its cloud platform, middleware and analytics portfolio, and oversaw a global team of more than 4,500 engineers ■Executive Vice President and General Manager of Oracle Cloud Platform and Middleware products, 2018-2019 ■Senior Vice President, Oracle Cloud Platform and Middleware, 2017 | ■ Senior Vice President, General Manager, Integration Productions, Oracle Cloud Platform, 2014-2017 ■ Group Vice President & General Manager, Integration Products, Oracle Fusion, Middleware, 2012-2014 ■ Vice President, Product Management and Strategy, Oracle Fusion Middleware, 2005-2012 ■ Senior Director, Product Development and Operations, 2000-2005 ■ Director, Product Management, E-Business Strategy Group, 1999-2000 |
Specific Experience, Qualifications, Attributes or Skills: | ||||||
Independence | Sales/Marketing | |||||
Technology | International Business Experience | |||||
Financial Expertise/Literacy | ||||||
2023 Proxy Statement | Broadridge | 21 |
Proposal 1 - Election of Directors
Director Nomination Process
The Board’s membership criteria and nomination procedures are set forth in our Corporate Governance Principles, which outline the minimum qualifications required for potential directors. This criteria is considered by the Board and the Governance and Nominating Committee, together with further knowledge, skills, experiences, or attributes deemed important to our business and the overall composition of the Board, which may change over time. The Board believes each director nominee possesses the experience, skills and qualities needed to fully perform his or her duties as a director and to contribute to our success.
IDENTIFYING AND EVALUATING CANDIDATES | INTERVIEWING A QUALIFIED CANDIDATE | RECOMMENDING THE CANDIDATE TO THE BOARD |
When seeking candidates as Board members, the Governance and Nominating Committee solicits suggestions from incumbent directors, management or stockholders. From time to time, the Governance and Nominating Committee may retain a search firm to assist the Company with identifying and evaluating Board candidates who have the background, skills and experience that the Governance and Nominating Committee has identified as desired in director candidates. | After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with other members of the Board. At the candidate’s request, they may also meet with management. | If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend that candidate’s election to the full Board. |
The Governance and Nominating Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the provisions of the Company’s Amended and Restated By-laws (the “By-laws”) requiring that stockholder submissions be submitted to the Company’s Corporate Secretary via mail at 5 Dakota Drive, Lake Success, New York 11042, or via email at CorporateSecretary@Broadridge.com, in a timely manner and include the information called for in the By-laws concerning (a) the potential nominee, and (b) the person proposing the nomination. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee.
The By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent of the Company’s common stock (“Common Stock”) for at least three years may nominate and include in our annual meeting proxy statement a number of stockholder-nominated candidates representing no more than 25% of the number of directors then serving on the Board.
The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is eight to 12 directors. Directors are to be elected at each of whom willannual meeting to serve until the 2018next annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board has nominated the following individualsqualified, subject to serve as 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, and Alan J. Weber.
Each of the nominees, with the exception of Ms. Carter, currently servestheir earlier death, resignation or removal. There are no limits on the Board and was elected bynumber of terms a director may serve. However, our Corporate Governance Principles provide for a mandatory retirement age of 72, which becomes applicable after a director has reached their eight year anniversary on the stockholders at the 2016 Annual Meeting. Each nominee has consented to be nominated and to serve, if elected.Board.
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Proposal 1 - Election of Directors
Under the Company’s Corporate Governance Principles, a majoritytwo-thirds of the Board must be comprised of directors who are independent based on the applicable rules of the New York Stock Exchange (the “NYSE”). The NYSE rules provide thatand 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 theSEC. The NYSE’s Listed Company Manual (the “NYSE Listing Standards”). provides that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE Listing Standards.
On August 2, 2017, theThe Board reviewed each director’s relationship with usthe Company and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under theapplicable NYSE Listing Standards.and SEC requirements. 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.
Factors and Principles
The Board and Governance and Nominating Committee seeks directorsconsider the following factors and principles in evaluating and selecting director nominees:
Independence | Applicable legal and regulatory requirements that govern the composition of the Board, including NYSE and SEC requirements with respect to independence, financial literacy and other matters | |
Relevant Experience | The Board should include individuals with | |
High-Level Managerial Experience | Directors should have established strong professional reputations and experience in positions with a high degree of responsibility or be leaders in the companies or institutions with which they are affiliated | |
Character and Integrity | Directors should be individuals with a reputation for integrity and with sufficient time available to devote to the affairs of the Company in order to carry out their responsibilities | |
Diverse Background | The Board should include members with diverse backgrounds and perspectives, including professional backgrounds, areas of expertise, race, culture, ethnicity, gender and sexual orientation | |
Skills Complement Existing Board Expertise | The interplay of a nominee’s background and expertise with that of other Board members and the extent to which a candidate may make contributions to the Board or a Committee should be considered |
Board Nominee Information Matrix
The following matrix provides information regarding our Board nominees, including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences and attributes possessed by our directors which our Board believes are relevant to the strategyour business and operations of the Company’s businesses, particularly 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 years 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,industry. While 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, and providers of services to the financial services industry, all of which are areas important to our Company’s businesses and strategy.
The biographies of the director nominees are set forth below. They contain information regarding the individual’s service as a director of the Company, business experience, 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 2017 Annual Meeting holds or has held senior executive positions in large, complex organizations, and most 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 corporation in today’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 Governance and Nominating Committee also believes that eachconsiders the knowledge, skills, experiences and attributes listed below in the director nomination process, the matrix does not encompass all of the qualifications of our Board nominees, has other key attributesand the fact that are important to an effective board: wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid businessa particular knowledge, skill, experience or professional knowledge and experience,attribute is not listed does not mean that 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. TheBoard nominee does not possess it. In addition, our Governance and Nominating Committee takes diversity into account in determiningretains the Company’s slate of nominees and believes that, as a group,right to modify the directors bring a diverse range of perspectives to the Board’s deliberations.
In addition to the above, the Governance and Nominating Committee also considered the specific experience describedqualifications it considers in the biographical detailsBoard nomination process from time to time as it deems appropriate.
2023 Proxy Statement | Broadridge | 23 |
Proposal 1 - Election of Directors
Knowledge, Skills and Experience | |||||||||||||
Independence Independent pursuant to the applicable rules | |||||||||||||
Other Public Company Board Experience Experience with complex reporting responsibilities and understanding corporate governance trends and commonly faced issues of public companies | |||||||||||||
Financial Services Experience with the financial services industry and related trends and practices, providing insight into our financial services clients | |||||||||||||
Technology Experience with current and developing technologies, including those relevant to our business and the needs of our clients | |||||||||||||
Financial Expertise/Literacy Experience in understanding, monitoring and overseeing financial reporting and internal controls | |||||||||||||
Sales/Marketing Experience with sales and marketing practices, including with respect to the markets for our services | |||||||||||||
International Business Experience Experience operating in a global context by managing international enterprises, residence abroad, and understanding diverse business environments, economic conditions and cultures | |||||||||||||
Corporate Governance Experience with corporate governance practices and developments, including with respect to board and management accountability, transparency and protection of stockholder interests | |||||||||||||
Legal/Regulatory/Government Experience with legal, regulatory and government processes, particularly for the financial services and other regulated industries | |||||||||||||
Associations/Public Policy Trade association or public policy experience | |||||||||||||
Risk Management Experience with risk management of large organizations, particularly technology firms and firms in financial services | |||||||||||||
Demographics | |||||||||||||
Age (as of August 16, 2023) | 71 | 73 | 70 | 68 | 70 | 62 | 55 | 65 | 65 | 67 | 52 | ||
Tenure | 16 | 6 | 16 | 14 | 2 | 4 | 8 | 10 | 1 | 2 | 4 | ||
Gender Diverse | |||||||||||||
Racially or Ethnically Diverse Mr. Brun, Ms. Carter and Mr. Flowers identify as Black/African American, and Mr. Zavery identifies as Indian/South Asian |
24 | Broadridge | 2023 Proxy Statement |
Corporate Governance
Corporate Governance Highlights
The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that follow in determining to nominateserve 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.
Information About the Nominees
Leslie A. Brun
Age 65, has served as Chairmaninterests of the Board since 2011Company 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 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
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
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
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
Alan J. Weber
Age 68, is the Chair and a member of the Compensation Committee and a member of the Audit Committee. He has been a member of our Board of Directors since 2007.
Independent Director
Mr. Weber has served as the Chief Executive Officer of Weber Group LLC, a private investment firm, since 2008. Mr. Weber retired as Chairman and Chief Executive Officer of U.S. Trust Corporation and as a member of the executive committee of the Charles Schwab Corporation in 2005. Previously, he was the Vice Chairman and Chief Financial Officer of Aetna Inc., where he was responsible for corporate strategy, capital management, information technology, investor relations and financial operations. He also held a number of senior level positions at Citibank N.A., where he worked from 1971 to 1998, including as Chairman of Citibank International and Executive Vice President of Citibank. During his tenure at Citibank, Mr. Weber oversaw operations in approximately 30 countries, including assignments in Japan, Italy and Latin America. 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.
Specific experience, qualifications, attributes or skills:
Required Vote
Each director nominee receiving a majority of the votes cast at the 2017 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
stockholders. The Board monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of Directors Recommends that you Vote “FOR” the Election of All Nominees
Broadridge 2017 Proxy Statement 13
Director Compensation
The compensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the 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. Daly, who is our Chief Executive Officer. Mr. Daly’s compensation as Chief Executive Officer is reflected in the Summary Compensation Table on page 54 of the “Executive Compensation” section of this Proxy Statement. Mr. Daly does not receive any separate cash or equity compensation for his participation on the Broadridge Board of Directors.stockholder interests.
The following table on page 15 on fiscal year 2017 non-management director compensation includes the following compensation elements:summarizes certain corporate governance practices:
Cash Compensation. In fiscal year 2017, all non-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 elect to defer 100% of their retainers and meeting fees into a notional account in the form of phantom shares of Broadridge common stock. The number of phantom shares awarded is determined by dividing the quarterly cash payment by the closing price of Broadridge stock on the last day of the quarter. 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 shares on a quarterly basis as cash dividends are declared by the Broadridge Board. Participants receive distributions of the value of their notional accounts in cash following their departure from the Board of Directors.
Equity Compensation. Non-management directors received annual grants of stock options and DSUs under the Broadridge Financial Solutions, Inc. 2007 Omnibus Award Plan (the “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. 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 and, for stock options, the binomial value.
14 Broadridge 2017 Proxy Statement
Director Compensation
All stock options are granted with an exercise price equal to the closing price of Broadridge common stock on the date of the grant. All stock options granted to our non-management directors are fully vested upon grant, and have a term of 10 years. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option term and three years.
All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of common stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board.
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 stock equal in value to at least five times their annual cash retainer. Stock option awards granted to the directors are not counted as shares of common 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 required 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.
Other. Non-management directors may participate in the Broadridge Director & Officer Matching Gift Program. Under this program, a charitable foundation established and funded by the Company (the “Broadridge Foundation”) contributes an equal amount to any qualified tax-exempt organization that a director supports up to a maximum Company contribution of $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.
Fiscal Year 2017 Non-Management Director Compensation
Name | Fees Earned or Paid in Cash ($)(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 |
Broadridge 2017 Proxy Statement 15
● Strong independent board leadership
● Majority independent directors—9 of the 11 director nominees are independent
● Annual election of directors by majority of votes cast in uncontested elections
● Directors required to offer to resign if they do not receive majority of votes cast in uncontested elections
● Robust stock ownership guidelines and holding period requirements
● Annual board and committee evaluation process
● Mandatory retirement age of 72 unless director has served for less than eight years
● Annual board compensation limits
● Audit Committee members cannot serve on more than three public company audit committees
● Directors expected to attend the annual meeting of stockholders
● Lead independent director available to major stockholders
● Proxy access By-law provision
● No poison pill
● Stockholders owning 20% of the voting power of outstanding shares of Common Stock are able to call a special meeting
Board Structure and Operations
Board Meeting Attendance
Our Corporate Governance Principles provide that the directors are expected to attend regular Board meetings, in person and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each of our incumbent directorsdirector attended 100% of the Board meetings and 95% of the meetings of the Board of Directors and of the committeesCommittees on which theyhe or she served during fiscal year 2017.
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.2023. In addition, our directors are expected to attend the Company’s annual meeting of stockholders. All of our directors who were members of our Board at least once a year,the time attended the 2022 Annual Meeting.
2023 Meetings | ||
Board | 5 | |
Audit | 8 | |
Compensation | 6 | |
Governance and Nominating | 5 |
24 Total Board and Committee Meetings | 100% Board Meeting | 95% Committee Meeting |
2023 Proxy Statement | Broadridge | 25 |
Corporate Governance
Beyond the Boardroom
Our Board is invested in the success of our independent directors meet to review the Compensation Committee’s annual review of the Chief Executive Officer.business and their commitment extends beyond regularly scheduled Board and Committee meetings.
DIRECTOR EDUCATION | ON-SITE VISITS | REGULAR DISCUSSIONS | ||||||||
Directors are provided with and encouraged to participate in various external educational opportunities. In addition, we invite internal and external speakers to present to our Board on key topics, such as cybersecurity and regulatory compliance. | ||||||||||
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 conductedled 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.
Mr. Daly serves as our Executive Chairman. He has the following duties and responsibilities as Chairman of the Board:
● | Calling Board and stockholder meetings |
● | Presiding at Board and stockholder meetings |
● | Establishing Board meeting agendas, subject to approval of the Lead Independent Director |
In addition to his role as Chairman of the Board, Mr. Daly’s service as our former CEO and his many years of corporate governance expertise provide management with a valuable resource. Mr. Daly is an advisor to the CEO on regulatory matters, digital adoption and retail shareholder engagement. He is actively involved in the Company’s engagement with regulators, trade associations, and other industry groups. He is also involved in retaining our clients and generating new client relationships.
Lead Independent Director
Mr. Brun serves as our Lead Independent Director to maintain the Board’s strong leadership of independent directors. The Board is currently led by our independent Chairman, Mr. Brun. Therefore,believes that this structure provides the Board does not believe that the appointment of a designated lead independent director is necessaryCompany and the Board currently has not appointed a leadwith strong leadership and appropriate independent director.oversight. The Board believes that having an independent Chairmana Lead Independent Director vested with key duties and responsibilities and three Board Committees composed solely of independent Board committees chaireddirectors and led by independent directors provides a formal structure for strong independent oversight of the Executive Chairman and the Company’s management team. The independentBoard meets in executive session led by Mr. Brun without the Executive Chairman has the followingor CEO at each regular Board meeting.
The Lead Independent Director’s duties and responsibilities:responsibilities set forth in our Corporate Governance Principles include:
● | Presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors |
● | Serving as liaison between the Executive Chairman and the independent directors |
● | Approving meeting schedules, agendas and materials for the Board |
● | Having the authority to call meetings of the independent directors |
● | Acting as liaison between the independent directors and the CEO |
● | If requested by major stockholders, ensuring their availability for consultation and direct communication |
26 | Broadridge | 2023 Proxy Statement |
Corporate Governance
Executive Sessions of Independent Directors
The independent directors with respect to the quality, quantity and timeliness of information provided by Company management to the Board, and with respect to including items on the agendas of Board meetings;
16 Broadridge 2017 Proxy Statement
Corporate Governance
Audit Committee
The Board of Directors has determined thatthree standing Committees, each of the memberswhich is comprised solely of theindependent directors and is led by an independent Chair: 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:
Audit Committee | Number of Meetings in 2023: 8 | ||
CURRENT MEMBERS: | |||
Pamela L. Carter (Chair) | Brett A. Keller | Annette L. Nazareth« | |
Robert N. Duelks | Maura A. Markus | Thomas J. Perna | |
Melvin L. Flowers« | Eileen K. Murray« | Amit K. Zavery | |
« Financial Expert | |||
PRIMARY RESPONSIBILITIES The Audit Committee’s responsibilities and authorities include assisting the Board in overseeing the following: ● The Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance ● The Company’s auditing, accounting and financial reporting processes generally ● The integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders and the public ● The Company’s practices to ensure adequate risk assessment, risk management and business continuity, including oversight of our cybersecurity program ● The Company’s compliance with legal and regulatory requirements ● The performance of the Company’s Internal Audit Department and independent registered public accountants In addition, in the performance of its oversight duties and responsibilities, the Audit Committee also reviews and discusses with management the Company’s quarterly financial statements and earnings press releases as well as financial information and earnings guidance included therein; reviews periodic reports from management covering changes, if any, in accounting policies, procedures and disclosures; reviews management’s assessment of the effectiveness of the internal control over financial reporting to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and reviews and discusses with the Company’s internal auditors and with its independent registered public accountants the overall scope and plans of their respective audits. INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERTS The Board has determined that each of the members of the Audit Committee is independent as defined by NYSE Listing Standards and the rules of the SEC applicable to audit committee members. The Board has determined that Mr. Flowers, Ms. Murray and Ms. Nazareth qualify as audit committee financial experts as defined in the applicable SEC rules, and that all Audit Committee members are financially literate. Under the Company’s Corporate Governance Principles, Audit Committee members are prohibited from serving on more than three public company audit committees. | |||
2023 Proxy Statement | Broadridge | 27 |
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.”
Compensation Committee | Number of Meetings in 2023: 6 | ||
CURRENT MEMBERS: | |||
Maura A. Markus (Chair) | Brett A. Keller | Annette L. Nazareth | |
PRIMARY RESPONSIBILITIES
● Reviewing the Company’s compensation strategy ● Reviewing the Company’s compensation disclosures in its annual Proxy Statement and Annual Report on Form 10-K filed with the SEC ● Reviewing corporate and individual goals relevant to the compensation of the CEO and other executive officers, and evaluate performance against those goals ● Reviewing the risks associated with the Company’s compensation programs ● Approving the compensation of the CEO, Executive Chairman and all other executive officers ● Reviewing and making recommendations to the Board regarding the director compensation program ● Reviewing the Company’s human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement, as well as diversity, equity, and inclusion (“DEI”) matters In addition, the Compensation Committee administers the Company’s equity-based compensation plans and takes such other action as may be appropriate or as directed by the Board to ensure that the compensation policies of the Company are reasonable and fair. As necessary, the Compensation Committee consults with Frederic W. Cook & Co. Inc. (“FW Cook”) as its independent compensation consultant to advise on matters related to our executive officers’ and directors’ compensation and general compensation programs. INDEPENDENCE The Board has determined that each member of the Compensation Committee is independent as defined by NYSE Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules. | |||
28 | Broadridge | 2023 Proxy Statement |
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.
Governance and Nominating Committee | Number of Meetings in 2023: 5 | |
CURRENT MEMBERS: | ||
Robert N. Duelks (Chair) | Pamela L. Carter | |
Eileen K. Murray | Thomas J. Perna | |
PRIMARY RESPONSIBILITIES The Governance and Nominating Committee’s responsibilities and authorities include: ● Identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each of the Company’s annual meetings of stockholders ● Ensuring that the Audit, Compensation and Governance and Nominating Committees have the benefit of qualified and experienced independent directors ● Developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company ● Reviewing and overseeing the Board and Committee performance evaluation process ● Overseeing the Company’s governance practices and ethics program ● Together with the full Board, advising management on the Company’s environmental, social and governance (“ESG”) strategy, policies, programs and reporting INDEPENDENCE The Board has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards. | ||
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 committeesCommittees on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement from year to yearelicit feedback concerning how the Board and Committees are meeting their responsibilities and to identify waysopportunities 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 thefurther improve performance. 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 presentedhas delegated to the Governance and Nominating Committee by its Chair,the responsibility to oversee the evaluation process and report the results thereof to the full Board, for discussion and action.using such resources or methods as it determines to be appropriate, which may include the use of an independent, third-party facilitator.
Survey of Directors | |
Each member of the Board responds to an anonymous survey regarding the effectiveness of the Board and the Committees on which they serve, including soliciting areas for recommended improvement. | |
Review of Feedback | |
The collective ratings and comments of the directors are compiled and then presented to the Governance and Nominating Committee by its Chair, and to the full Board for discussion and action. | |
Implementation of Feedback | |
Evaluation feedback is incorporated into Board practices and processes, as appropriate. |
2023 Proxy Statement | Broadridge | 29 |
Corporate Governance
The Board’s Oversight Role in Risk Oversight
The Company’s managementBoard is responsible for managing risks affectingoverseeing the management of the Company, including identifying, assessinga number of specific functions such as the development and appropriately mitigating risk. execution of business and financial strategies and the effectiveness of Company policies and processes. In fulfilling this obligation, the Board considers the interests of the Company’s stockholders and other stakeholders, including clients, employees, suppliers and the communities in which the Company operates, all of whom are essential to the Company’s success. The Board delegates oversight for certain areas to each Committee based on their relevance to the subject matter of the Committee.
Risk Oversight
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.oversight. The first method is through the Company’s Enterprise Risk Management (“ERM”) process through which allows for fullthe Board oversight ofreceives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board’s committees.
Enterprise Risk Management established the ERM process to ensure a complete Company-wide approach to risk over five distinct but overlapping core areas:Process
The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across each business unitunits and corporate function,functions, to identify and assess risk, monitor risk, and agree on mitigating action. Central to Broadridge’s risk management process is its risk committee,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 committeeRisk Committee is comprised of key members of management, including the President, Chief Financial Officer, Chief Legal Officer and other executive officers and senior executives of the Company 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.Company.
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:
In addition, aA subcommittee of the risk committeeRisk Committee, the Cybersecurity Council, provides additional oversight of Broadridge’s cybersecurity risks. ThisThe Cybersecurity Council meets regularly and is comprised of senior executives representing a number of disciplines withindisciplines.
Management presents on 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 activitiesERM program to the full Board.
The Chairs ofBoard annually and also provides the Board with quarterly updates on the Company’s risk program and activities. In addition, at each quarterly Audit Committee meeting, management presents on the ERM program, highlighting a key risk topic, including legal and Compensation Committee may addresscompliance risks, directly with management, or, where appropriate, may elevate a risk for consideration byclient and strategy risks, and systems and operations risks.
30 | Broadridge | 2023 Proxy Statement |
Corporate Governance
Management established the full Board. The ERM process and the full Board and committeeto ensure a complete Company-wide 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.over five distinct but overlapping core areas:
Compensation ProgramsProgram Risk
Management, with the assistance of FW Cook, performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including the 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, theThe Compensation Committee concluded that Broadridge’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.
The key design features in our compensation programsprogram that support this conclusion are:
20 Broadridge 2017 Proxy Statement
Corporate Governance
● | The compensation program’s mix between fixed and variable compensation, annual and long-term compensation, and cash and equity compensation is designed to encourage strategies and actions that are in Broadridge’s and its stockholders’ long-term best interests |
● | Equity awards with multi-year vesting periods provide for significant long-term wealth creation for executive officers when the Company provides meaningful total shareholder return over a sustained period |
● | The Compensation Committee reviews and approves executive officer objectives to ensure that goals are aligned with the Company’s business plans, achieve the proper risk/reward balance, and do not encourage unnecessary or excessive risk taking |
● | Incentive-based compensation of the executive officers is subject to recovery under Broadridge’s Clawback Policy (“Clawback Policy”) |
● | Broadridge maintains robust stock ownership guidelines and retention and holding period requirements |
● | Broadridge maintains a “double-trigger” Change in Control Severance Plan for Corporate Officers (the “CIC Plan”) and an Officer Severance Plan (the “Officer Severance Plan”) in order to retain executives while ensuring that they make the best decisions for the Company |
2023 Proxy Statement | Broadridge | 31 |
Corporate Governance
Strategic Oversight
One of the Board’s key responsibilities is overseeing the Company’s strategy. All of our directors have an obligation to keep informed about the Company’s business and strategy so they can provide guidance to management in formulating and developing plans achieveand knowledgeably exercise their decision-making authority on matters of importance to the proper risk/reward balance,Company. Our Board regularly discusses the key priorities of our Company and do not encourage unnecessary or excessive risk taking.
● | Annually, the Board conducts an extensive review of the Company’s long-term strategic plan including its annual operating plan and acquisition performance |
● | At every regular Board meeting, the Board is provided with in-depth reviews of the Company’s core businesses and related strategies and the Company’s progress against its strategic goals in a rotation, such that each core business and related strategy is covered in detail annually |
● | Throughout the year and at almost every Audit Committee meeting, the Audit Committee members receive presentations on the status of the Company’s acquisitions |
● | Our independent directors also hold regularly scheduled executive sessions without Company management present, at which strategy is discussed |
Cybersecurity Oversight
Our Chief Security Officer provides reports on the Company's cybersecurity program to the Audit Committee on a quarterly basis, including a report on our information security program prepared by an independent third-party cybersecurity services and consulting firm, and the full Board on an annual basis. Third-party cybersecurity experts present to the full Board on an annual basis.
Human Capital Management Oversight
Broadridge is focused on developing an inclusive and respectful work environment that allows our associates to reach their full potential professionally. The success of Broadridge’s associates is key to the Company’s success, and the Board and Compensation Committee has the abilityboth work with management to use its discretion to reduce earned incentive awards basedprovide oversight on a subjective evaluationbroad range of each individual’s performance against strategichuman capital management topics.
Our human capital strategies are developed and leadership objectivesmanaged by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and other factors.
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 annually reviews the Company’s executive talent management strategy which includes a discussion of the Company’s leadership bench and succession plansplanning and regularly meets with a focus on key positions at the senior officer level.
management. In addition, the CommitteesBoard receives regular updates on talent and other human capital matters such as culture, attrition and retention, and quarterly updates on our DEI initiatives and practices, including an annual update from our Chief Diversity Officer. The Compensation Committee’s oversight includes initiatives and programs that concern our compensation, benefits, culture, talent, recruitment, retention and associate engagement.
ESG Oversight
The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters. Our Environmental, Social and Governance Committee, a cross-functional executive committee of the BoardCompany (the “ESG Committee”), reports regularly discussto the talent pipeline for specific critical roles. High potential leaders are given exposureGovernance and visibilityNominating Committee and annually to Board members through formal presentations and informal events. More broadly, the Board on ESG matters. The ESG Committee also assists senior management of Broadridge in (a) setting general strategy relating to ESG matters, (b) developing, implementing and monitoring initiatives and policies based on that strategy, (c) overseeing communications with associates, investors and other stakeholders with respect to ESG matters, and (d) monitoring and assessing developments relating to, and improving Broadridge’s understanding of, ESG matters.
32 | Broadridge | 2023 Proxy Statement |
Corporate Governance
Political Contributions Oversight
We believe it is regularly updatedin 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 talent indicatorspublic policy issues related to the Company’s business, and facilitating voluntary political giving by eligible associates and directors through the Broadridge Financial Solutions Political Action Committee (the “Broadridge PAC”). The Company’s political activities and related spending reflects the interests of the Company and its stockholders, and not those of any individual director, officer or associate.
The Board has adopted a Political Contributions Policy to help ensure that any political contributions and expenditures are done in a manner consistent with the Company’s commitment to the highest standards of ethics and business integrity and to protect and enhance shareholder value. In addition, the Board has oversight responsibility over the Company’s political activities and reviews Broadridge PAC spending, corporate expenditures to influence public policy, dues and other contributions to trade associations, and the Company’s lobbying priorities and activities.
Our Political Contributions Policy provides that no Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed to any federal, state or local political candidate, political committee (other than for the overall workforce, including diversity, recruitingadministrative or solicitation expenses of the Broadridge PAC, as permitted by law), political party, state ballot measure committee or to any other organization for the purpose of attempting to influence elections or ballot measures. Additionally, our Political Contributions Policy prohibits contributions to social welfare organizations formed under Section 501(c) (4) of the Internal Revenue Code of 1986, as amended (the “Code”) and development programs.Code Section 527 political organizations.
We invite you to visit our Sustainability website at broadridge.com/about/sustainability to see our Political Contributions Policy and for certain disclosures regarding our political contributions and activities. Information contained on our website is not incorporated into or a part of this Proxy Statement.
Stockholder Engagement and Director Communications
Stockholder Engagement
Our Board believes that regular communication with our stockholders is essential to our long-term success. Throughout the year, our CEO, CFO and Investor Relations team regularly engage with our stockholders at industry and investment community conferences, investor road shows, and analyst meetings. Discussion topics included Broadridge’s business model, growth strategy, financial and sales performance, Company leadership, industry positioning, capital allocation model, acquisition strategy, capital return plan, and product and platform development.
Corporate governance and ESG engagement with our investors is also an important focus at Broadridge. During fiscal year 2023, Broadridge enhanced its stewardship engagement and invited our largest investors to discuss any topics they desire. Our Chief Legal Officer and our Corporate Secretary participated in these engagement efforts. We believe these engagement efforts with our stockholders will allow us to better understand our stockholders’ priorities and perspectives and provide us with useful input concerning our corporate strategy, compensation program and ESG practices.
2023 Proxy Statement | Broadridge | 33 |
Corporate Governance
Our Engagement in 2023 | |
Held calls and meetings with over 450 current and prospective investors, including our 10 largest stockholders representing 42% of our outstanding shares | |
How We Engaged With Investors | |
● We invited our largest investors to discuss any topics they desire ● We regularly reported our investors’ views to our Board ● We engaged with analysts through quarterly conference calls, our investor relations website, and meetings and calls | ● Other members of the executive team participated in investor outreach ● We published our Sustainability Report |
SELECT Engagement Topics | |
● Broadridge’s business model, growth strategy and financial performance ● Broadridge’s environmental initiatives and disclosures, including development of a plan to reach net zero emissions ● Our human capital management and DEI initiatives ● Key risks to our business, including cybersecurity and data privacy | ●Corporate governance matters, including composition of the Board of Directors ●Our Executive Leadership Team and executive compensation program |
We Took the Following Actions in Response to Our Investor Feedback: | |
● Transitioned from a two-year to a three-year performance period for performance-based restricted stock units (“RSUs”) beginning with fiscal year 2024 ● Initiated the evaluation of a plan to reach net zero emissions by 2050 | ● Continued environmental disclosures in line with the requirements of the Task Force on Climate-related Financial Disclosures (“TCFD”) ● Maintained the inclusion of DEI and client satisfaction goals in the executive officer annual cash incentive program |
We are committed to ensuring our retail investors have a chance to hear from our management team. In fiscal year 2023, Broadridge hosted a series of webcasts using our Virtual Shareholder Meeting technology to enable retail investors to submit live questions directly to Company management.
Management regularly communicates with the full Board and the relevant Board Committee regarding our investors’ views. We have had success engaging with our stockholders to understand their questions or concerns, and we remain committed to these efforts on an ongoing basis. Also, our Lead Independent Director is available to meet with our major stockholders. We welcome feedback from all stockholders, who may contact our Investor Relations team by emailing broadridgeir@Broadridge.com.
Communications with the Board of Directors
All interested parties who wish to communicate with the Board of Directors or any of the non-management directors, may do so by sending a letterwriting to the Company’s Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing CorporateSecretary@Broadridge.com, and 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’s corporate governance processes and will make recommendations to the Board based on such communications.
34 | Broadridge | 2023 Proxy Statement |
Corporate Governance
Sustainability Highlights
Sustainability is at the foundation of how we operate our company.
The Service-Profit Chain, which directly connects associate engagement, client satisfaction and the creation of shareholder value, has always been the foundation of our success and our commitment to a sustainable approach. As a result, responsible ESG practices are built into our growth strategy and execution.
Transparency and Reporting
Over recent years, we focused on bolstering our disclosures, including:
● | Annual publication of a Sustainability Report with disclosures indexed to Sustainability Accounting Standards Board (“SASB”) and TCFD frameworks |
● | Providing regular updates on our dedicated Sustainability webpages outlining our ESG-related initiatives and progress |
● | Launched a dedicated DEI website |
● | Enhanced disclosure of climate-related information in our annual Carbon Disclosure Project Climate Change Report |
● | Disclosure of our U.S. workforce diversity data aligned with our consolidated U.S. Equal Employment Opportunity Commission (“EEO-1”) reporting |
Environment | Social | Governance | |||||
● Reported our Scope 1 and 2 emissions data to capture company-wide Broadridge offices, facilities, and data centers ● Reported all 15 categories of Broadridge’s Scope 3 emissions ● Received limited assurance by independent third party on our Scope 1, 2, and top Scope 3 emissions data ● Developing a plan to reach net zero greenhouse gas emissions by 2050 ● Continued communications digitization efforts on behalf of our clients, significantly reducing the paper communications sent on behalf of our clients | ● Support seven Associate Networks, including the launch of BeGreen in 2023 which provides a forum for associates to educate, encourage, and empower one another to improve our sustainability ● Advanced DEI programs and initiatives, including publication of our DEI Policy, and maintained a component of compensation tied to DEI for each member of our Executive Leadership Team ● Increased our employee engagement score to 81% overall favorable rating in fiscal year 2023 in the annual Great Place to Work® survey and 83% of our associates stated that Broadridge is a “great place to work” ● Received certification from Great Place to Work for our outstanding workplace culture in 14 countries ● Supported charitable causes and community focused action plans, with a special focus on access to quality education for at-risk youth, through the Broadridge Foundation ● Enabled associate community service efforts through our Volunteer Time Off and Matching Gift Program | To inform our strategy and better understand our ESG risks, opportunities and issues, we conducted our first ESG materiality assessment in 2022. As part of this process, we focused on key stakeholders, including investors and analysts, regulators, employees, public companies, banks and brokers, institutional investors, mutual funds, communities where we work and live, investment advisers, and Broadridge as an enterprise. The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters and receive regular reports from our cross-functional executive ESG Committee. See “ESG Oversight” on page 32 of this Proxy Statement. Our core business’ governance solutions enable effective corporate governance for our clients. We are focused on fostering our own strong corporate governance practices to promote a culture of integrity, sustainable business and long-term value creation. See “Corporate Governance” on page 25 of this Proxy Statement. |
Our Sustainability Report and more information on our ESG efforts are available on our website at broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of this Proxy Statement.
2023 Proxy Statement | Broadridge | 35 |
Corporate Governance
Other Corporate Governance Policies, Practices
and Documents
Corporate Governance Principles
The Board adopted the Corporate Governance Principles to promote the effective functioning of the Board and its Committees, to promote the interests of stockholders, and to ensure a common set of expectations as to how the Board and its Committees, individual directors and management should perform their functions. The Board reviews and approves the Corporate Governance Principles annually.
Code of Business Conduct and Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct”) that applies to the Company’s directors, officers, and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) which applies, among others, toassociates, including the Company’s principal executive officer, principal financial officer and controller.chief accounting officer. All Broadridge associates, including executive officers and directors, are required, on an annual basis, to acknowledge receipt of and compliance with the Code of Business Conduct. The Company will post on its website any amendment to the Code of Business Conduct 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 NYSE and SEC rules.
Broadridge 2017 Proxy Statement 21
Corporate Governance
Website Access to Corporate Governance Documents
Copies of the Corporate Governance Principles, Code of Business Conduct, Code of Ethics and the Charterscharters of the Committees of the Board, Corporate Governance Principles, and Code of DirectorsBusiness Conduct are available on our Investor Relations website at www.broadridge-ir.combroadridge-ir.com/governance/governance-documents under the heading “Corporate Governance” or by writing to the Company’s Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.11042, or emailing CorporateSecretary@Broadridge.com. Information contained on our website is not incorporated into or a part of this Proxy Statement.
Certain Relationships and Related Transactions
The Company maintains a written Related Party Transactions Policy. Under this policy, any transaction between the Company and a “related person” in which such related person has a direct or indirect material interest must be submitted to our Audit Committee for review, approval, or ratification.
A “related person” means a director, executive officer, nominee for election as a director of the Company or beneficial holder of more than five percent (5%) of the Company’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 of a direct or indirect equity interest. Our directors and executive officers must promptly inform our General CounselChief Legal Officer of any plan to engage in a potential related party transaction.
This policy requires our Audit Committee to be provided with full information concerning the proposed transaction, including the risks and benefits to the Company and the related person, any alternative means by which to obtain like products or services, and the terms of a similar transaction with an unaffiliated third party. In considering whether to approve any such transaction, the Audit Committee will consider all relevant facts and circumstances, including the nature of the interest of the related person in the transaction and the terms of the transaction.
Specific types of transactions are excluded from review under the policy, such as, for example, transactions in which the related person’s interest derives solely from his or her service as a director of another entity that is a party to the transaction.
In fiscal year 2017,2023, 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. Any amendments to the Code of Business Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at broadridge-ir.com/governance/governance-documents.
36 | Broadridge | 2023 Proxy Statement |
Compensation of Directors
Fiscal Year 2023 Non-Management Director Attendance at Annual MeetingsCompensation
The Company does not have a formal policy with regard tocompensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the Compensation Committee’s independent compensation consultant, FW Cook. For fiscal year 2023, the directors’ attendance at annual meetings of stockholders. Generally, however, Boardequity retainer was increased by $10,000 to $180,000, split equally between deferred stock units (“DSUs”) and committee meetings are held the same day as the annual meeting of stockholders, with directors attending the annual meeting. stock options.
All of our incumbent directors are non-management directors, other than Mr. Gokey and Mr. Daly, who were members of our Board at the time attended the Company’s 2016 annual meeting of stockholders.
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 and CFO at industry and investment community conferences, investor road shows, and analyst meetings both in our offices andExecutive Chairman, respectively. The compensation paid to Mr. Gokey is reflected in the offices“Summary Compensation” table on page 63 of current and potential institutional investors. We provide several waysthis Proxy Statement. Although Mr. Daly is one of our executive officers, he is not a NEO for our stockholders to communicate with us, including by email and telephone. During fiscal year 2017, members2023 because he is not one of our management team met with representativesthe three most highly compensated executive officers for the year. A description 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. 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 516-472-5400 or by emailing broadridgeir@broadridge.com.
22 Broadridge 2017 Proxy Statement
Management
The following table sets forth information regarding individuals who serve as our executive officers. Information about the individuals who serve as our directorsExecutive Chairman role is set forthprovided in the “Proposal 1—Election of Directors—Information About the Nominees”“Board Leadership Structure” section of this Proxy Statement. Mr. Gokey and Mr. Daly do not receive any additional compensation for their service on the Board.
Non-Management Director Compensation Structure
(2) | Committee Chair and Committee retainers are paid in cash. | |
(3) | Lead Independent Director additional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options). |
Cash Compensation
For fiscal year 2023, non-management directors received an annual retainer, of which $90,000 was paid in cash. Directors serving on Committees of the Board received an additional cash retainer as follows: $15,000 for Audit Committee members; $10,000 for Compensation Committee members; and $10,000 for Governance and Nominating Committee members. Committee Chairs received an additional cash retainer as follows: $20,000 for the Audit Committee Chair; $15,000 for the Compensation Committee Chair; and $15,000 for the Governance and Nominating Committee Chair. All retainers other than the Lead Independent Director’s additional retainer are paid in cash on a quarterly basis.
Directors may participate in the Broadridge Director Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows them to defer their cash compensation into grants of DSUs that settle in shares of Common Stock. The number of DSUs awarded is determined by dividing the quarterly cash payment by the closing price of the Common Stock on the day before cash payments are made. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. Participants’ DSUs convert to shares of Common Stock upon their departure from the Board either in a lump sum amount or in installments for up to five years, as previously elected by the director.
2023 Proxy Statement | Broadridge | 37 |
Compensation of Directors
Equity Compensation
Non-management directors received annual grants of stock options and DSUs under the 2018 Omnibus Award Plan (the “2018 Omnibus Plan”) approved by the Company’s stockholders at the 2018 annual meeting of stockholders. The number of shares comprising each director’s equity awards is determined at the time of grant based on a 30-day average stock price prior to the distribution of meeting materials, and, for stock options, the binomial stock option valuation method.
● | All stock options are granted with an exercise price equal to the closing price of Common Stock on the date of grant. All stock options granted to our non-management directors are fully vested upon grant and have a term of 10 years. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option term and three years. |
● | All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. |
Stockholder-Approved Cap on Pay
Our stockholders approved a cap on non-management director pay as part of the 2018 Omnibus Plan. The cap imposes an annual limit of $750,000 on cash fees paid and equity awards that may be granted to any non-management director during the fiscal year. Our current compensation program for non-management directors is well below this limit.
Stock Ownership Guidelines
The stock ownership guidelines for the non-management directors provide that each non-management director is expected to accumulate an amount of Common Stock or DSUs equal in value to 10 times their annual cash retainer. Stock option awards and cash-settled phantom stock will not count as shares of Common Stock for purposes of this calculation.
In addition, the guidelines provide that:
● | A non-management director should retain at least 50% of the net profit shares realized after the exercise of stock options until the 10 times annual cash retainer ownership level is reached. Net profit shares are the shares remaining after the sale of shares to fund payment of the stock option exercise price, tax liability and transaction costs owed due to exercise. |
● | After the ownership level is met, the non-management director must continue to hold at least 50% of future net profit shares for one year. |
Due to the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple.
All of our non-management directors have met the stock ownership multiple, other than the five directors who have joined the Board since 2017 and are making progress toward meeting the multiple.
Other Compensation
Non-management directors may participate in the Broadridge Matching Gift Program (the “Matching Gift Program”) up to a maximum Company contribution of $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and Committee meetings and other Company events.
38 | Broadridge | 2023 Proxy Statement |
Compensation of Directors
Non-Management Director Compensation Table
The table below sets forth the compensation paid to our non-management directors in fiscal year 2023.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||
Leslie A. Brun | $ | 162,500 | $ | 110,603 | $ | 110,725 | $ | 10,000 | $ | 393,828 | ||||||
Pamela L. Carter | $ | 135,000 | $ | 83,855 | $ | 83,920 | $ | 10,000 | $ | 312,775 | ||||||
Robert N. Duelks | $ | 130,000 | $ | 83,855 | $ | 83,920 | $ | 10,000 | $ | 307,775 | ||||||
Melvin L. Flowers | $ | 105,000 | $ | 83,855 | $ | 83,920 | $ | 9,000 | $ | 281,775 | ||||||
Brett A. Keller | $ | 115,000 | $ | 83,855 | $ | 83,920 | $ | 10,000 | $ | 292,775 | ||||||
Maura A. Markus | $ | 130,000 | $ | 83,855 | $ | 83,920 | $ | 10,000 | $ | 307,775 | ||||||
Eileen K. Murray | $ | 115,000 | $ | 83,855 | $ | 83,920 | — | $ | 282,775 | |||||||
Annette L. Nazareth | $ | 115,000 | $ | 83,855 | $ | 83,920 | $ | 10,000 | $ | 292,775 | ||||||
Thomas J. Perna | $ | 115,000 | $ | 83,855 | $ | 83,920 | — | $ | 282,775 | |||||||
Amit K. Zavery | $ | 105,000 | $ | 83,855 | $ | 83,920 | $ | 6,700 | $ | 279,475 |
(1) | Represents the amount of cash compensation payable for fiscal year 2023 Board and Committee service. Several directors deferred all or part of fiscal year 2023 cash compensation into grants of DSUs under the Deferred Compensation Plan: 761 DSUs (Mr. Keller); 419 DSUs (Ms. Markus); 390 DSUs (Ms. Murray); 761 DSUs (Ms. Nazareth); and 694 DSUs (Mr. Zavery). |
(2) | Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2023 (excluding DSUs granted under the Deferred Compensation Plan), computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See Note 16, “Stock-Based Compensation” to the consolidated financial statements included in our 2023 Form 10-K (the “2023 Consolidated Financial Statements”) for the relevant assumptions used to determine the valuation of these awards. The total number of DSUs outstanding for each non-management director as of June 30, 2023 is as follows: 26,926 (Mr. Brun); 4,039 (Ms. Carter); 18,815 (Mr. Duelks); 1,133 (Mr. Flowers); 9,982 (Mr. Keller); 15,986 (Ms. Markus); 1,025 (Ms. Murray); 2,477 (Ms. Nazareth); 18,815 (Mr. Perna); and 5,456 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 2023 and exclude DSUs granted under the Deferred Compensation Plan. |
(3) | Represents the aggregate grant date fair value of option awards granted during fiscal year 2023 computed in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation” to the 2023 Consolidated Financial Statements for the relevant assumptions used to determine the valuation of these awards. The total number of stock options outstanding for each non-management director as of June 30, 2023, all of which are exercisable, is as follows: 48,476 (Mr. Brun); 17,586 (Ms. Carter); 34,579 (Mr. Duelks); 5,090 (Mr. Flowers); 31,197 (Mr. Keller); 34,579 (Ms. Markus); 2,730 (Ms. Murray); 5,090 (Ms. Nazareth); 13,479 (Mr. Perna); and 10,678 (Mr. Zavery). |
(4) | Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors. |
2023 Proxy Statement | Broadridge | 39 |
Our Executive Officers
Name | Age | Position* | ||
Timothy C. Gokey | 62 | CEO and Director | ||
Christopher J. Perry | 61 | President | ||
Richard J. Daly | Executive | |||
Robert Schifellite | 65 | Corporate Senior Vice President, Investor Communication Solutions (“ICS”) | ||
Corporate Vice President, Global Technology and Operations (“GTO”) | ||||
Douglas R. DeSchutter | 53 | Corporate Vice President, Bank Broker-Dealer, Customer Communications and Digital Center of Excellence (“COE”) | ||
Keir D. Gumbs | 49 | Corporate Vice President, Chief Legal Officer | ||
Robert F. Kalenka | 60 | Corporate Vice President, ICS, Operations | ||
Laura Matlin | 64 | Corporate Vice President, Deputy General Counsel | ||
49 | Corporate Vice President, | |||
59 | Corporate Vice President, Chief Human Resources Officer | |||
* | As of September 1, 2023 |
Richard J. DalyTimothy C. Gokey. Mr. Daly 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 1—Election of Directors—Information About the Nominees” sectionDirectors” on page 16 of this Proxy Statement.
Timothy C. Gokey. Mr. Gokey is our President and Chief Operating Officer. He is responsible for 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. is our President. 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 experienceuntil he was appointed to his current role in banking, brokerage2020. Prior to joining Broadridge, Mr. Perry held numerous roles at Thomson Reuters and financial information services. Most recently, heits predecessor, Thomson Financial. He was Global Managing Director of Risk for the Financial & Risk division of Thomson Reuters. In this role, he was the general manager of a global segment which includesand was responsible for overseeing Governance, Risk, Compliance, as well as Pricing Valuation and Reference Services. Over the previous 14 years, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial.services. From 2011 to 2013, he was President, Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Earlier in his career, Mr. Perry worked for A-T Financial and PC Quote, after spending many years in institutional trading and retail brokerage with Kemper Financial’s Blunt Ellis & Loewi unit. In 2021, Mr. Perry joined the board of directors of The RepTrak Company, a private reputation data and insights company. He also serves on the boards of the Make-A-Wish Foundation of New Jersey, the United Way of NYC, and is the Vice Chair of the Community Food Bank of NJ.
Broadridge 2017Richard J. Daly is the Executive Chairman of our Board and is our former CEO. Mr. Daly’s biographical information is set forth in “Proposal 1—Election of Directors” on page 13 of this Proxy Statement 23
Statement.
Management
Robert Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions. He is the served as President of the bank, broker-dealerour ICS business segment for over 15 years and corporate issuer solutions businesses of our Investor Communication Solutions segment and iswas responsible for all aspects of thosethat business, including the Regulatory, Data Driven Fund Solutions, Issuer and Customer Communication businesses. Mr. Schifellite joined ADP’s Brokerage Services Group in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services.ICS. In 2011, Mr. Schifellite’s title2007, when Broadridge became an independent company, he was changed fromappointed Corporate Vice President toand head of the Bank, Broker-Dealer and Corporate Senior Vice PresidentIssuer Solutions businesses of Broadridge.our ICS segment. Mr. Schifellite was on the board of the JDRF – Long Island Chapter.
Adam D. AmsterdamThomas P. Carey. Mr. Amsterdam is our Corporate Vice President, GTO. He is the President of our GTO business segment, a position he has held since October 2018, and General Counsel. Mr. Amsterdam is responsible for all legal matters related to the Company.aspects of that business. Prior to this role, Mr. Carey led Broadridge’s International business with responsibility for all lines of business in the spin-off, he served as Associate General CounselEMEA and Staff Vice President of ADP since January 2006.APAC regions from 2017 to 2018. Mr. AmsterdamCarey joined ADP in 19911992 and has held various roles with increasing responsibility at ADP and Broadridge, including as Corporate Counsel responsiblehead of technology for the international business of ADP’s Brokerage Services Group. In 1994, he was promotedGroup from 2001 to Senior Corporate Counsel2004, and Chief Operating Officer of ADP.the international business of ADP’s Brokerage Services Group from 2004 to 2008. From 2009 to 2017, Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General CounselCarey led the international business of ADP.Broadridge’s GTO segment.
40 | Broadridge | 2023 Proxy Statement |
Our Executive Officers
Lyell DampeerDouglas R. DeSchutter. Mr. Dampeer is our Corporate Vice President, U.S. Investor Communication Solutions. HeBank Broker-Dealer, Customer Communications, and Digital COE. Effective October 1, 2023, Mr. DeSchutter will serve as Co-President of Broadridge’s ICS business. In January 2023, Mr. DeSchutter was appointed to his current role and is responsible for our U.S. regulatory communication services,Bank Broker-Dealer business (U.S. and for our issuerglobal proxy, prospectus, and transfer agency services. Prior to the appointment to his current role in 2012, Mr. Dampeer served as the head 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. Prior to that, he held a variety of senior management positions at companies providing outsourcing services.
Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President,class actions solutions), Customer Communications. Mr. DeSchutter is responsible for our customer communicationsCommunications business comprising both transactional(transactional print and digital solutions, as well as oursolutions), and overall digital strategy. Prior to his appointment to his current role in 2017, Mr. DeSchutter was responsible for our Customer Communications business from 2017 to 2022, our digital solutions business from 2015 to 2016, our U.S. regulatory communication services (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.2012. Mr. DeSchutter was theour 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. KalenkaKeir D. Gumbs. Mr. Kalenka is our Corporate Vice President Investor Communication Solutionsand Chief Legal Officer. He joined Broadridge in July 2021. Mr. Gumbs oversees our legal, compliance, and physical security teams, and helps lead Broadridge’s policy efforts. He co-leads the Company’s regulatory and government affairs activities and oversees the Company’s ESG reporting and engagement. Prior to joining Broadridge, Mr. Gumbs served as the Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc. Mr. Gumbs joined Uber in 2018 in the role of Deputy Corporate Secretary and Associate General Counsel, Global M&A, Real Estate, Payments, Marketing, Executive Compensation & Employee Benefits, Securities and Finance. Before Uber, Mr. Gumbs was a partner at Covington & Burling LLP from 2010 to 2018, and an associate from 2005 to 2010. At Covington, he focused on corporate governance, securities regulation and other corporate matters. Prior to Covington, Mr. Gumbs was a lawyer in the Division of Corporation Finance of the SEC over a six-year period, including serving as Counsel to an SEC Commissioner. Mr. Gumbs is the Chair of the Society for Corporate Governance and a member of the board of directors of NPower.
Robert F. Kalenka is our Corporate Vice President, ICS, Operations. Effective October 1, 2023, Mr. Kalenka will assume the role of President, Broadridge Customer Communications, and Chief Operations Officer, ICS. He is responsible for global procurement, facilities and the operations of our Investor Communication SolutionsICS business. In July 2016, Mr. Kalenka’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’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-Mutual Funds. He is the President of the Mutual Fund and Retirement Solutions business within our Investor Communication Solutions 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’s two business segments, as well as its corporate financial planning and analysis function, and treasury operations. In 2014, Mr. Liberatore served as Broadridge’s Acting Principal Financial Officer during a six month period prior to Mr. Young joining the Company. Previously, he served as the Chief Operating Officer of the Mutual Fund and Retirement Solutions business from 2011 to 2013, and was responsible for all operations of the business, including technology and financial results. Mr. Liberatore joined ADP’s Brokerage Services Group in 2004, as Assistant Controller of the Investor Communication Solutions business, and held several finance roles with increasing responsibility, including Chief Financial Officer of the Investor Communication Solutions business from 2008 to 2011.
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.
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 international legal department’s operationsteams and helps set the department’s strategy. In her role as Chief Governance Officer, Ms. Matlin works closely with Broadridge’s Board of Directors and represents the Company’s leadership on corporate governance issues. In March 2017, the role of Chief Compliance Officer, wasa role she added to her responsibilities.responsibilities in 2017, Ms. Matlin is responsible for coordinating our enterprise compliance program and is Co-Chair of the Company’s Second Line Council, which is a committee of all of the risk and compliance functions at the Company that oversee risk and compliance for the entire organization. Prior to 2015, she served as the Company’s Associate General Counsel, Chief Privacy Officer and Assistant Corporate Secretary since the spin-off of Broadridge in 2007. In addition, Ms. Matlin served as the acting Chief Human Resources Officer from 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’s Brokerage Services Group.
Vijay MayadasEdmund L. Reese. Mr. Mayadas is our Corporate Vice President, Global Fixed Income and Analytics. He is the President of the Global Fixed Income division 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. 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. 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 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. He joined Broadridgethe Company in June 2014 after serving in senior finance roles at Visa Inc., a global payments technology company,November 2020 from the American Express Company, where he worked from 2006 until 2014. Mostmost recently Mr. Young served as Senior Vice President Finance and was responsible for globalCFO of the Global Consumer Services Group. He joined American Express in 2009 and held several 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, he served as the leadership positions, including SVP–Head of Corporate Finance, where he was responsible for Visa’s global controllership, taxInvestor Relations and chief financial planningofficer positions across the Global Lending, Travel 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.Global Business Services businesses. Prior to joining Visa,American Express, Mr. YoungReese held senior finance positions at Merrill Lynch and Citigroup Smith Barney. In October 2022, Mr. Reese joined the board of directors of The Hartford.
Richard J. Stingi is our Corporate Vice President, Chief Human Resources Officer. He was appointed our Chief Human Resources Officer in February 2021 after serving as Interim Chief Human Resources Officer from September 2020. He leads all aspects of Human Resources globally, including talent acquisition, organizational development, succession planning, and total rewards. Mr. Stingi joined Broadridge in 2013 to be the lead HR Business Partner for our GTO business and Corporate Functions. He expanded those responsibilities in 2019 to lead improvement and transformation initiatives across the Human Resources department. Prior to joining Broadridge, Mr. Stingi spent 22 years at Goldman Sachs as a finance executive at early stage technology companies Arena Solutions and Grand Central Communications.Managing Director in their Human Capital Management Division.
Broadridge 2017 Proxy Statement 25
2023 Proxy Statement | Broadridge | 41 |
Table of Contents |
Stock Ownership Information
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,NEO and (d) by all directors, director nominees, and executive officers as of July 31, 2017,2023, 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(4) | ||
Leslie A. Brun | 122,906 | * | ||
Thomas P. Carey | 60,764 | * | ||
Pamela L. Carter | 21,625 | * | ||
Richard J. Daly(5) | 278,372 | * | ||
Robert N. Duelks(6) | 76,800 | * | ||
Melvin L. Flowers | 6,223 | * | ||
Timothy C. Gokey | 656,787 | * | ||
Brett A. Keller | 41,179 | * | ||
Maura A. Markus | 58,413 | * | ||
Eileen K. Murray | 3,755 | * | ||
Annette L. Nazareth | 7,567 | * | ||
Thomas J. Perna | 43,457 | * | ||
Christopher J. Perry | 138,644 | * | ||
Edmund L. Reese | 17,215 | * | ||
Robert Schifellite | 142,372 | * | ||
Amit K. Zavery | 16,139 | * | ||
All directors, director nominees, and executive officers as a group (21) | 1,923,211 | 1.6% |
* | Represents beneficial ownership of less than |
(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. Gokey and Mr. Daly, include DSU awards which are fully vested upon grant, and will settle as shares of |
(4) | |
(5) | Includes 20,000 shares of |
(6) | Includes |
42 |
Table of Contents |
26 Broadridge 2017 Proxy Statement
Stock Ownership Information
OwnershipFive Percent Owners of Common Stock by Management and Certain Beneficial Owners
The following table sets forth the amount of beneficial ownership of each beneficial owner of more than five percent (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(4) | ||
The Vanguard Group, Inc.(1) | 14,255,958 | 12.1% | ||
BlackRock, Inc.(2) | 10,628,720 | 9.0% | ||
Morgan Stanley(3) | 6,577,256 | 5.6% |
(1) | Based on information as of |
(2) | Based on information as of December 31, 2022 contained in a Schedule 13G/A filed on January 25, 2023 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to |
(3) | Based on information as of December | |
(4) | The percentage of shares beneficially owned is based upon 118,115,862 shares of Common Stock outstanding as of July 31, 2023. |
2023 Proxy Statement | Broadridge | 43 |
PROPOSAL 2 Advisory Vote to Approve Compensation |
In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies and practices, and in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote on the compensation of the NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement. |
At the 2022 Annual Meeting, approximately 92% of the votes cast on the Say on Pay Vote were voted in favor of the proposal. The Compensation Committee discussed the results of this advisory vote in connection with its review of compensation decisions. As described in more detail in the “Compensation Discussion and Analysis” beginning on page 45 of this Proxy Statement, the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices in fiscal year 2023. | 2022 Say on Pay Vote | ||
Pay for Performance. The mix of compensation elements for the NEOs, and particularly the CEO, is more heavily weighted towards variable, performance-based compensation than for the balance of the Company’s Broadridge demonstrated another year of strong growth in fiscal year 2023. In line with the Company’s strong overall financial performance in fiscal year 2023, the annual cash incentive payments for the NEOs ranged from 92% to 106% of their targets. In addition, because of our strong EPS performance in fiscal years 2022 and 2023, performance-based RSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of their target amounts. Based on these factors, the Compensation Committee concluded that fiscal year 2023 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong. The stockholder vote on this proposal is not intended to address any specific element of |
The Board recommends a vote FOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement |
44 |
Executive Compensation
Section 16(a)Compensation Discussion and Analysis
This section of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requiresProxy Statement explains the Company’s executive officers, directorsdesign and persons who own more than 10 percent (10%)operation of our common stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge,executive compensation program with respect to the fiscal year ended June 30, 2017, all applicable filings were timely made, except that Lyell Dampeer inadvertently failed to report the exercise of stock options 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 on 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.
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 — Advisory Vote to Approve the Compensation of our NamedExecutive Officers (the Say on Pay Vote)
In recognition of the interest the Company’s stockholders haveNEOs listed 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“Summary Compensation” table on the compensation of thepage 63.
Our Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement.
Timothy C. Gokey CEO and Director | Edmund L. Reese Corporate Vice President and Chief Financial Officer | Christopher J. Perry President | Robert Schifellite Corporate Senior | THOMAS P. CAREY Corporate Vice President, GTO |
CD&A Roadmap
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—Our Compensation Discussion and Analysis” is presented as follows:
EXECUTIVE SUMMARY | 2023 COMPENSATION DESIGN AND DETERMINATION | ROLES AND PROCESSES FOR EXECUTIVE COMPENSATION DECISION-MAKING | COMPENSATION GOVERNANCE | |||
Provides an overview of our executive compensation practices, programs and processes, as well as our key principles. Page 46 | Explains executive compensation decisions made for fiscal year 2023. Page 50 | Discusses the roles of the Compensation Committee, their compensation consultant, and management, as well as peer group formation. Page 57 | Discusses the Company’s stock ownership and retention and holding periods, Clawback Policy, Insider Trading Policy, prohibition on hedging and pledging, severance plan, the use of employment agreements and offer letters and Section 162(m). Page 60 |
* | Mr. Schifellite passed away in September 2023. |
2023 Proxy Statement | Broadridge | 45 |
Executive Compensation
Executive Summary
Philosophy and Objectives of our Executive Compensation Program
The philosophy underlying our executive compensation program is founded on three primary principles, which include:
HIRE AND MOTIVATE TALENTED EXECUTIVES | PAY FOR PERFORMANCE | ALIGN COMPENSATION WITH STOCKHOLDER VALUE |
Compensation is market competitive to attract, engage and retain executives who will help ensure our future success. Program is designed to motivate and inspire behavior that fosters a high-performance culture while maintaining a reasonable level of risk | Program provides a clear connection between compensation and performance. A significant portion of each executive’s pay varies based on organizational, business unit and individual performance. | Interests of our executives are aligned with stockholders by heavily weighting compensation towards variable, performance-based incentives. We use a combination of short-term and long-term incentives to motivate our executives to meet performance goals in a manner that supports our long-term strategic objectives, with a significant portion of our executives’ compensation opportunity linked to our Common Stock. |
Elements of our Executive Compensation Program
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements and a majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.
Element | Form | Performance Measures and Key Terms | Objective | |||||
Base Salary | Fixed cash | ● Reviewed annually and adjusted when appropriate based on the executive’s responsibility, performance, and market competitiveness | Attract and retain executive talent | |||||
Annual Cash Incentive | Variable cash | ● 70% Financial Goals ■ Compensation Adjusted Fee-Based Revenue (15%) ■ Compensation Adjusted Earnings Before Taxes (“EBT”) (35%) ■ Closed Sales (20%) ● 5% Client Satisfaction Goal ● 25% Strategic and Leadership Goals (including DEI goals) | Reward annual performance based on key financial and operational measures that align with our business strategy | |||||
Long-Term Equity Incentives | 50% performance-based RSUs (“PRSUs”) | ● 30-month total vesting period, including a two-year performance period ● Compensation Adjusted EPS Goals NEWfor 2024: three-year performance and vesting period | Reward performance on achievement of long-term financial results | |||||
50% Stock Options | ● Vest 25% per year, subject to continued employment ● Only have value if Company performance results in stock price appreciation | Directly align the interest of management with those of stockholders |
46 | Broadridge | 2023 Proxy Statement |
Executive Compensation
2023 Compensation Highlights
The Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practicespractices.
Balanced Incentive Metrics Supporting our Strategy | ● The performance metrics utilized for the Company’s annual cash incentive and long-term equity incentive compensation align with Broadridge’s operating plan and the goal of creating shareholder value. For fiscal year 2023, these included: Annual Cash Incentive: ■ Fee-Based Revenue is the foundation for the Company’s future growth ■ Adjusted EBT is a key measure of annual corporate performance ■ Closed Sales is an important measure for expected future revenue, which drives the Company’s growth ■ Client Satisfaction targets to emphasize the importance of client retention to the achievement of Broadridge’s financial goals ■ Strategic and leadership goals reinforce the importance of the Company’s non-financial strategic objectives Long-Term Equity Incentive: ■ Adjusted EPS is a primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests and hold executives accountable for the long-term performance of the Company ● Strong engagement and leadership displayed by our NEOs drives a clear line of sight to these metrics across the Company. Line of sight is the degree to which an employee can understand how their contributions influence the performance measures being evaluated | |
Compensation Aligned with Performance | ● We believe that aligning our executives’ incentives with Broadridge’s strategic goals is critical to attain long-term strategic success. ● Annual cash incentive payments to the NEOs for fiscal year 2023 ranged from 92% to 106% of their targets. ● Our NEOs’ actual TDC for fiscal year 2023 reflects the Company’s strong overall financial performance. ● PRSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of target, reflecting average fiscal years 2022 and 2023 Compensation Adjusted EPS performance that exceeded our target goals. | |
Transition to Three-Year Performance Period for PRSUs | For fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for our PRSUs. This change was made to better align our program with prevalent market practices and be responsive to commentary provided by some investors as part of our annual investor engagement process. | |
Risk Mitigation and Corporate Governance Policies and Practices | Broadridge has certain policies in place to minimize excessive risk taking such as a Clawback Policy and a policy that prohibits the hedging or pledging of the Company’s securities. In addition, in consultation with FW Cook, the Compensation Committee reviewed the compensation programs for all Broadridge employees and concluded that these programs do not create risks that would be reasonably likely to have a material adverse effect on the Company. | |
Diversity, Equity, and Inclusion Component of Officer Annual Cash Incentive | Broadridge is committed to diversity, equity, and inclusion. We recognize that developing and maintaining diverse talent, and having people of all backgrounds, experiences and identities is not only an important social obligation, but also a critical component to our continued growth and success in providing award-winning service for our clients and, ultimately, in creating value for stockholders. In fiscal year 2023, Broadridge again had a component of compensation tied to DEI for each NEO. | |
Consistent Say-on-Pay Support | At the 2022 Annual Meeting, stockholders continued their strong support of our executive compensation program with approximately 92% of the votes cast in favor of the proposal. Based on the results, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay for performance design of our executive compensation program for fiscal year 2023. |
2023 Proxy Statement | Broadridge | 47 |
Executive Compensation
Select Performance Highlights
Fiscal year 2023 was another year of strong financial results for Broadridge. Our compensation metrics and performance for fiscal year 2017.2023 are highlighted below.
Dollars in Millions except per share amounts.
■ GAAP | ■ Non-GAAP Adjusted(1) | ■ Compensation Adjusted(2) | ■ Key Performance Indicator(3) | ∆ Performance Over Prior Fiscal Year |
Fee-Based Revenue | ||
EBT | ||
Closed Sales | ||
Diluted EPS |
(1) | The adjusted measures presented in this section are Non-GAAP measures. For information on the Company’s use of Non-GAAP financial measures, see “Non-GAAP Financial Measures” beginning on page 92 of this Proxy Statement. |
(2) | Our performance-based compensation metrics include Non-GAAP financial measures that are further adjusted as set forth in the 2018 Omnibus Plan. We refer to these measures as “Compensation Adjusted” measures. For information on the Company’s use of these metrics, see “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
(3) | Closed Sales is one of our key performance indicators because it is a useful metric for investors in understanding how management measures and evaluates our ongoing operational performance. For the definition of Closed Sales, see “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
48 | Broadridge | 2023 Proxy Statement |
Executive Compensation
Compensation Governance Best Practices
Our target TDC aligns with our pay for Performance. The mix ofperformance 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 intendeddesign 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 ofincentivize our CEO and approximately 76% ofother NEOs for short-term and long-term objectives that align with shareholder value creation. The Company has the total target fiscal year 2017following policies and practices in place to minimize excessive risk taking and meet best practices in compensation governance.
What We Do | What We Don’t Do | ||||||
Competitive Compensation Design | Design compensation programs that do not encourage excessive risk taking Engage an independent compensation consultant for the Compensation Committee that does no other work for the Company Require minimum vesting periods for awards granted to associates, subject to limited exceptions Require executives to agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions | Provide tax gross-ups in the event of a change in control Pay dividends or dividend equivalents as a part of our long-term incentive program before vesting of the underlying shares occurs Provide excessive perquisites for our officers or directors Permit stock option repricing without stockholder approval or grants of discount stock options | |||||
Pay for Performance | Require a majority of NEO target compensation be performance based Provide stockholders an annual Say on Pay Vote | ||||||
Compensation Policies | Maintain a comprehensive Clawback Policy that requires the Company to recover incentive compensation in the event of an accounting restatement, and permits recovery for an officer’s intentional misconduct Maintain a severance policy that provides for double-trigger change in control for cash payments and equity vesting Prohibit hedging or pledging of the Company’s securities by our executive officers, directors, and employees Maintain robust stock ownership guidelines for executive officers, including a rigorous 6x base salary requirement for the CEO Have stock retention and holding period requirements | No liberal recycling of shares No single-trigger vesting on a change in control |
2023 Proxy Statement | Broadridge | 49 |
Executive Compensation
2023 Compensation Design and Determination
The overall objectives of our other Named Executive Officers (on average), is at riskexecutive compensation programs are to attract and tied primarily to the growth and profitability of the Company.
As discussed in the 2017 Financial Performance Highlights section beginning on page 33 below, in fiscal year 2017, we reported strong financial performance including record closed sales results.retain management who will create long-term shareholder value.
In line with the Company’s strong overall financial performance 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 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, the Compensation Committee concluded that fiscal year 2017 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 2017 Proxy Statement 29
Proposal 2 — Advisory Vote to Approve the Compensation of our NamedExecutive Officers (the Say on Pay Vote)
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.
Required Vote
The affirmative vote of a majority of votes cast at the 2017 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
30 Broadridge 2017 Proxy Statement
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 Table on page 54:
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:
32 Broadridge 2017 Proxy Statement
Executive Compensation
The components of our executive compensation program are outlined below:
In addition to the compensation elements described above, we also provide additional benefits, including retirement plans and modest perquisites as described beginning on page 48.
2017 Financial Performance Highlights
In fiscal year 2017, we achieved another year of strong financial performance, including record closed sales results.
Broadridge 2017 Proxy Statement 33
Executive Compensation
Our strong financial results enabled the Company to generate total shareholder return of 18% and 93% for the one-year and three-year periods ended June 30, 2017, respectively. This 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 for the three-year period. Our total return is calculated as the annualized rate of return reflecting our common stock price appreciation plus the reinvestment of dividends and the compounding effect of dividends paid on reinvested dividends. We continued to return capital to our stockholders through share repurchases and increased levels of dividends, while also investing in our business through acquisitions.
During the fiscal year, we repurchased 4.9 million shares at an average price of $69.64 under our stock repurchase program. In total, in fiscal year 2017 we returned $434 million to stockholders in the form of dividends and share repurchases, net of proceeds from the exercise of stock options.
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.
We increased the dividend amount paid by 10% during fiscal year 2017. Also, in August 2017, our Board of Directors increased our annual dividend amount for fiscal year 2018 by 11% to $1.46 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 tenth consecutive year since becoming a public company in 2007.
34 Broadridge 2017 Proxy Statement
Executive Compensation
Broadridge 2017 Proxy Statement 35
Executive Compensation
2017 Compensation Highlights
Our philosophy is to position the target compensation structure for our executive officers, in the aggregate, at the median of the external market. On an individual basis, target compensation for executive officers including our Named Executive Officers, is set above or below the median based on a variety of factors, including time in position, sustained performance over time, readiness for promotion, to a higher level, and skill set and experience relative to external market counterparts. ActualWe have a combination of pay elements and a majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.
The following graphics illustrate the predominance of variable and performance-based compensation varies above or belowin our NEO compensation. Details on each component are described in this section.
Executive Total Target Compensation Mix
CEO | Other NEO(1) |
(1) | Other NEO target TDC is an average of the annualized total compensation of Mr. Reese, Mr. Perry, Mr. Schifellite, and Mr. Carey. |
Base salary
The Compensation Committee reviews the target level based onbase salaries of the degree to which specific performance goals are attainedNEOs in the variable incentive plans, changes in stock value over time, and the individual performancefirst quarter of each executive.
Fiscal year 2017 TDC for the Named Executive Officers reflects the Company’s strong overall performance in this fiscal year. The annual cash incentive payments for the Named Executive Officers were above their targets, as described below. In addition, performance-based RSU awards for the performance period ending withFor fiscal year 2017 were earned at 120% of their target amounts, reflecting Adjusted EPS performance in fiscal years 2016 and 2017 that exceeded our target performance goals.
In summary,2023, the Compensation Committee concluded that fiscal year 2017 compensation was well aligned withdetermined the Company’sfollowing adjustments to the NEOs’ base salaries based on their performance for the year and that the connection between pay and performance was strong.
Compensation Objectives and Fiscal Year 2017 Compensation Actions
A summarymarket competitiveness of the actions taken by the Compensation Committee during the year are set forth below.each executive officer’s base salary.
Name | Fiscal Year 2022 Base Salary | Change | Fiscal Year 2023 Base Salary | |||
Timothy C. Gokey | $ | 975,000 | 5.1% | $ | 1,025,000 | |
Edmund L. Reese | $ | 630,000 | 7.1% | $ | 675,000 | |
Christopher J. Perry | $ | 659,917 | 5.0% | $ | 692,913 | |
Robert Schifellite | $ | 665,819 | 6.0% | $ | 705,768 | |
Thomas P. Carey(1) | $ | 485,377 | 16.0% | $ | 563,037 |
50 | Broadridge | 2023 Proxy Statement |
SummaryExecutive Compensation
Incentive Compensation
Broadridge provides both annual and long-term performance-based compensation to all executive officers, including the NEOs. The 2018 Omnibus Plan provides the structure for incentive compensation, including annual cash and equity awards for our NEOs and all other eligible associates. The Officer Bonus Plan provides the framework for the calculation and payment of Target Compensation for Named Executive Officersannual performance-based cash incentives to our NEOs and other executive officers.
A summary of the fiscal year 2017 target TDC of the Named Executive Officers as approved by the Compensation Committee is set forthThe following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, which can be found on page 54 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 Broadridge 2017 Proxy Statement
Executive Compensation
Executive Total Compensation Mix
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.
Strong Stockholder Support 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 supportlimited context of our executive compensation program with over 95%and are defined in “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. Investors should not apply these measures and goals to other contexts.
Annual Cash Incentive Compensation
For fiscal year 2023, the votes cast in favor ofCompensation Committee determined that the proposal. Based on the outcomeperformance measures of the annual advisory vote,cash incentive awards for 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 2017.NEOs would be calculated as follows:
FINANCIAL GOAL ACHIEVEMENT (70% OF TOTAL) | + | CLIENT SATISFACTION GOAL ACHIEVEMENT (5% OF TOTAL) | + | STRATEGIC AND LEADERSHIP GOAL ACHIEVEMENT (25% OF TOTAL) | = | ANNUAL INCENTIVE AMOUNT |
Financial Goals
The Compensation Committee will continueconsiders the achievement of financial goals to considerbe the outcomemost relevant measure of the Company’s Say on Pay Votesoverall business performance for the year; therefore, the financial goals are the most heavily weighted factor.
CORPORATE FINANCIAL GOALS
The corporate financial goals used to score the annual cash incentives of the NEOs are set forth below.
Compensation Adjusted Fee-Based Revenue(1)
Increasing the Company’s fee-based revenues is a foundation for future growth.
Compensation Adjusted EBT(1)
Key measure of annual corporate performance, alignment with stockholder interests.
2023 Proxy Statement | Broadridge | 51 |
Executive Compensation
Closed Sales(1)
Lead to expected future revenue, driving the Company’s growth.
(1) | Dollars are presented in millions and amounts are rounded. For information on how these metrics are calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
(2) | For Mr. Schifellite and Mr. Carey, the weighting of each measure is half of what is indicated on the table above. |
The Compensation Committee determined that the financial goals above are aligned with the Company’s long-term growth and profitability objectives. The Compensation Committee established threshold, target and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the viewsCompany’s operating plan growth goals.
Business Segment Financial Goals
In addition to the corporate financial goals, annual cash incentives for Mr. Schifellite and Mr. Carey include business segment financial goals for Compensation Adjusted Fee-Based Revenue, Compensation Adjusted Earnings Before Interest and Taxes (“EBIT”), and Closed Sales. Determination of our stockholders when making future compensation decisionsannual cash incentives for Mr. Schifellite and Mr. Carey are based on achievement of both the corporate financial goals and business segment financial goals for their respective businesses, which are weighted equally.
In determining the business segment financial goals, the Compensation Committee considers annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, to establish performance goals that are challenging yet attainable. For fiscal year 2023, business segment financial goals for both ICS and GTO were set above the prior year’s achievement level, except for the Named ICS Closed Sales goal, which was set above the prior year’s target level. Targets related to the business segment financial goals are not provided in this Proxy Statement, as the Company believes such disclosure would cause competitive harm. Achievement levels for fiscal year 2023 were as follows.
Compensation Adjusted Fee-Based Revenue | Compensation Adjusted EBIT(1) | Closed Sales | |||
Mr. Schifellite Corporate Senior Vice President, ICS | 95% | 95% | 175% | ||
Mr. Carey Corporate Vice President, GTO | 115% | 114% | 0% |
(1) | For information on how these metrics are calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. |
52 | Broadridge | 2023 Proxy Statement |
Executive Officers.Compensation
ThisClient Satisfaction Goal
We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value. In furtherance of this principle, client satisfaction is a component of every full-time associate’s compensation because of the importance of client retention to the achievement of Broadridge’s financial goals, especially its Recurring fee revenue goals.
Our annual client satisfaction survey uses a Net Promoter Score to provide client insight into our products and services. The Net Promoter Score is a metric that takes the form of a single survey question asking respondents to rate the likelihood that they would recommend Broadridge’s products or services to a peer or colleague. The results are tabulated by product or solution, covering 52 Broadridge products, and weighted by the total revenue of each product or solution.
The Compensation Committee sets threshold, target and maximum Net Promoter Score goals for the Officer Bonus Plan at the beginning of the fiscal year. In order to earn a payout over 100% of target, an improvement of 4.3% or more from fiscal year 2022 is required. In fiscal year 2023, we achieved a Net Promoter Score within the targeted range, resulting in additionachievement of 100% of target for this component of the Officer Bonus Plan.
Strategic and Leadership Goals
Strategic and leadership achievement is included as a component of each NEO’s annual cash incentive to presentingreinforce the importance of the Company’s non-financial strategic objectives. These goals are set at the beginning of the fiscal year and vary by NEO. Our CEO’s goals align with five key performance expectations, including financial, strategic growth, human capital, operational excellence and client goals. The goals of all other NEOs also align with these priorities. Each NEO’s set of metrics was considered in the strategic and leadership assessment score determined by the Compensation Committee based on a holistic evaluation of the NEO’s strategic and leadership performance.
Broadridge recognizes that developing and maintaining diverse talent and employing people of all backgrounds, experiences and identities is a critical component to the Company’s continued growth and success, in providing award-winning service for our clients and, ultimately, an engaging place for our associates. As a result, the Compensation Committee established DEI objectives for the executive officers as part of their strategic and leadership goals, including goals to increase the representation of women and racially or ethnically diverse associates.
The Compensation Committee considered the achievement of each of these strategic and leadership objectives in its assessment of each NEO’s performance and concluded that performance was strong in fiscal year 2023. As a result, the Compensation Committee determined to pay each NEO between 98%-110% of the target on the strategic and leadership goals portion of their cash incentive award.
Fiscal Year 2023 Annual Incentive Compensation Payments
The results of the annual Say on Pay proposalincentive award calculations for advisory vote,fiscal year 2023 are detailed below.(1)
Name | Base Salary as of June 30, 2023 | Target as % of Base | Target ($) | Financial (70%) | Client Satisfaction (5%) | Strategic and Leadership (25%) | Earned as % of Target | Earned ($) | |||||||||||||
Timothy C. Gokey | $ | 1,025,000 | x | 150% | $ | 1,537,500 | 93% | 100% | 110% | 97% | $ | 1,497,756 | |||||||||
Edmund L. Reese | $ | 675,000 | x | 100% | $ | 675,000 | 93% | 100% | 110% | 97% | $ | 657,551 | |||||||||
Christopher J. Perry | $ | 692,913 | x | 140% | $ | 970,078 | 93% | 100% | 98% | 94% | $ | 915,899 | |||||||||
Robert Schifellite | $ | 705,768 | x | 130% | $ | 917,498 | 106% | 100% | 110% | 106% | $ | 974,980 | |||||||||
Thomas P. Carey(2) | $ | 563,037 | x | 125% | $ | 703,796 | 87% | 100% | 102% | 92% | $ | 644,079 |
(1) | Achievement amounts are rounded to the nearest whole percent. |
(2) | Mr. Carey was paid in GBP and amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
2023 Proxy Statement | Broadridge | 53 |
Executive Compensation
Long-Term Equity Incentive Compensation
The purpose of long-term equity incentive compensation is to align executive officer financial interests with those of stockholders, and to improve our long-term profitability and stability through the Company is requesting your non-binding vote on the frequencyattraction and retention 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.
Broadridge 2017 Proxy Statement 37
Executive Compensation
Compensation Governance Policies and Practicessuperior talent.
The Company grants both stock options and PRSUs to its executive officers annually to reinforce key business strategies.
Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is typically allocated equally between stock options and PRSUs. The Compensation Committee considers recommendations from the following policiesCEO with regard to grants of stock options and practicesPRSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants. Beginning with fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for PRSUs.
Details on the annual long-term equity awards for fiscal year 2023 are provided in place to ensure that we minimize excessive risk taking and meet best practices in compensation governance:the table below.
Terms | ||||||||||
Vest 25% per year on the anniversary date of the grant, subject to | ||||||||||
●The exercise price ●Stock options have a 10-year maximum term ●The number of stock options is determined by dividing the target value by the option’s binomial value(1)(2) | ||||||||||
Year 1 Vest 25% | Year 2 Vest 25% | Year 3 Vest 25% | Year 4 Vest 25% | |||||||
Performance- Based RSUs | Vest on April 1st of the calendar year following the applicable two-year performance period, subject to continued employment with the Company. These awards have time-based vesting after the achievement of performance goals, resulting in a 30-month total vesting period from date of award to date of vesting. | ● The performance criterion is average Compensation Adjusted EPS for the two prior fiscal years. For fiscal year 2023, this is the average Compensation Adjusted EPS for fiscal years 2022 and ●The number of shares that can be earned based on performance ranges from 0% to 150% of the total target PRSUs ● The dollar target is converted into a target number of PRSUs based on the 30-day average prior to grant(2) | ||||||||
2 Year Performance Period | Additional 6 Month Vesting Period | |||||||||
(1) | The binomial value is determined using a binomial option-pricing valuation model under FASB ASC Topic 718 and | |
The use of an average Common Stock closing price for purposes of converting dollar value targets into shares is intended to reduce the impact of short-term stock price volatility on individual awards, thereby mitigating the risk of a windfall or impairment to the award opportunity. |
54 | Broadridge | 2023 Proxy Statement |
Executive Compensation
2023 Long-Term Equity Incentive Award Granted
In August 2022, the Compensation Committee approved the fiscal year 2023 long-term equity incentive award targets for the NEOs, taking into account the review of the market analysis completed by FW Cook, and the NEOs’ ongoing roles and impact on the organization.
The Compensation Committee approved the grant of the following long-term incentive awards during fiscal year 2023, which were split evenly between stock option and PRSU awards:
Fiscal Year 2023 Long-term Equity Incentive Awards Granted
Name | Total Annual Value | ||||
Timothy C. Gokey | $ | 9,475,000 | |||
Edmund L. Reese | $ | 2,150,000 | |||
Christopher J. Perry | $ | 2,625,000 | |||
Robert Schifellite | $ | 1,825,000 | |||
Thomas P. Carey | $ | 1,650,000 | |||
Performance-Based RSU Awards Earned in Fiscal Year 2023
For PRSUs granted in 2021, the Compensation Committee set and evaluated Compensation Adjusted EPS goals for the two-year performance period ended in fiscal year 2023. Following completion of the performance period, the Compensation Committee determined that the NEOs earned approximately 104% of the PRSU target award amounts, due to the achievement of average Compensation Adjusted EPS for fiscal years 2022 and 2023 of $6.78. Broadridge’s annual Compensation Adjusted EPS achievement for fiscal years 2022 and 2023 was $6.57 and $6.99, respectively. The earned PRSUs will vest and convert into shares of our Common Stock in April 2024, provided that the officer remains actively employed with Broadridge on the vesting date.
Compensation Adjusted EPS(1)
Aligns with Stockholder Interests
(1) | For information on how these metrics are calculated, see the “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” section of this Proxy Statement. |
2023 Proxy Statement | Broadridge | 55 |
Executive Compensation
Additional Benefits
Retirement Plans(1)
401(k) | SORP | ERSP | UK Group Personal Pension |
Our | Mr. Gokey and Mr. Schifellite participate in the Supplemental Officer Retirement Plan (the “SORP”). The SORP provides supplemental benefits to certain executive officers and was intended to support the objective of attracting and retaining key talent by improving the competitiveness of our rewards package and tying the receipt of value to continued tenure through a defined retirement age. The SORP closed to new participants on January 1, 2014. | The Amended and Restated Broadridge Executive ERSP but are not eligible for Company matching. | Mr. Carey participates in the Group Personal Pension (“GPP”) which provides 12% of base salary into his pension plan or as a gross allowance. The GPP is a defined contribution arrangement for our UK-based employees. The Plan allows employees to save for their retirement in a tax efficient manner, with contributions from both the employee and Broadridge. There are limits as to the total amount that can be contributed into such plans for high earners, and Broadridge provides a cash allowance to Mr. Carey of 10,000 GBP to account for this limitation. |
Benefits and Perquisites(2)
ASSOCIATE BENEFITS | EXECUTIVE RETIREE HEALTH INSURANCE | PERQUISITES |
Our NEOs receive health and welfare benefits during active employment on the same terms as those offered to other employees in their respective country. | All U.S.-based NEOs who terminate employment with the Company after they have attained age 55 and have at least 10 years of service are eligible to participate in our Executive Retiree Health Insurance Plan. This plan is a post-retirement benefit plan that helps defray the health costs of eligible key executive retirees and qualifying dependents until they are entitled to | Broadridge provides the NEOs with a Company-paid car or |
U.S. tax preparation fees. The Compensation Committee |
(1) | See “Pension Benefits” and “Non-Qualified Deferred Compensation” on pages 68 and 69 in this Proxy Statement, respectively, for further information regarding Broadridge’s retirement plans. |
(2) | See the “All Other Compensation” table on page 64 of |
56 | Broadridge | 2023 Proxy Statement |
38 Broadridge 2017 Proxy Statement
Executive Compensation
Roles and Processes for Executive Compensation Decision-Making
REVIEW (JULY - SEPTEMBER) | |||||||||||||
●Review operating goals and budget ●Approve target compensation for the CEO and other NEOs, including annual cash incentive and long-term incentive compensation | ●Review and approve annual cash incentive objectives for the CEO and other NEOs, including financial, client satisfaction and strategic and leadership objectives for the coming fiscal year | ●Financial goals are aligned to fiscal year operating plan ●Strategic and leadership goals include DEI goals | |||||||||||
EVALUATE (SEPTEMBER - JUNE) | |||||||||||||
●Review year-to-date financial performance relative to peers and goals | ●Review progress towards financial, business and strategic and leadership objectives | ●Review market compensation trends, including market studies and peer group benchmarking by the Compensation Consultant for the following year ●Review peer group composition for the following year | |||||||||||
GRANT (OCTOBER) | GRANT (FEBRUARY) | APPROVE (JULY - AUGUST OF FOLLOWING YEAR) | |||||||||||
●Performance-based RSUs granted | ●Stock options granted | ●Approve annual cash incentive achievement, including financial, client satisfaction and strategic and leadership goals ●Approve achievement of EPS goals for performance-based RSUs |
Role of the Compensation Committee and Board of Directors
The Compensation Committee has oversight of all compensation elements provided to Broadridge’s executive officers, including the Named Executive Officers.NEOs.
The Compensation Committee plays a significant role in the evolutionevaluation of Broadridge’s executive compensation strategies and policies in order to ensure that our executive compensation program supports our long-term business strategies and enhances our performance and return to stockholders while not creating undue risk. Among its duties, the Compensation Committee determines and approves the total compensation of our CEO and approves the compensation for the remainder of our executive officers after taking into account the CEO’s recommendations including:
● | Review and approval of corporate incentive goals and objectives relevant to compensation |
● | Evaluation of the competitiveness of each executive officer’s total compensation package |
● | Approval of any changes to the total compensation package, including base salary, annual cash incentive and long-term equity incentive award opportunities |
2023 Proxy Statement | Broadridge | 57 |
Table of Contents |
Executive Compensation
Role of the Independent Compensation Consultant
The Compensation Committee engages FW Cook as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers.officers and directors. In addition, FW Cook gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, executive compensation trends, guidance on industry best practices and pay for performance alignment, drafting of compensation-related disclosures, and governance and regulatory updates. FW Cook also provides ongoing assistance in the design and structure of the variable incentive plans, including the selection of performance metrics and the setting of performance goals.
In addition, at the request of the Compensation Committee, during fiscal year 2023, FW Cook conducted a peer group review of the alignment between the Company’s performance and realizable pay over Broadridge’s most recently completed one- and three-fiscal year periods for the NEOs. The analysis indicated Broadridge’s executive compensation program generally maintains a strong pay for performance orientation and does not indicate material weakness in design or performance goals. The performance factors reviewed as part of this analysis were revenue growth, operating income growth and return on invested capital.
The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2017,2023, concluded that FW Cook is independent, and their work has not raised any conflicts of interest. FW Cook reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity. 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 equity incentive awards for executive officers, within the framework of the executive compensation program approved by the Compensation Committee and taking into account FW Cook’s review of market competitive compensation data on behalf of the Compensation Committee. These recommendations are based upon 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 compensation.
Broadridge 2017 Proxy Statement 39
58 | Broadridge | 2023 Proxy Statement |
Table of Contents |
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 20172023 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 we use the Peer Group:
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 Committee’s compensation review, Broadridge was at the 46th percentile for revenue and the 44th percentile on all financial measures compared with the Peer Group.
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.NEOs. As there is limited data on positions other than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from nationaltwo global survey sources related to general industry and technology companies, size-adjusted for Broadridge’s total revenues, or in the case of the roleroles of Mr. Schifellite and Mr. Carey, size-adjusted for the total revenues of the business he manages,businesses they manage, when it considers the market competitiveness of Named Executive OfficerNEO compensation levels and/or market practices. The survey providers utilized were Willis Towers Watson and Aon Radford. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.
40 Broadridge 2017 Proxy Statement
Executive Compensation
CEO Evaluation Process
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, the Compensation Committee approved base salary increases for the Named Executive Officers of three percent (3%), in line with other employees 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 business and in driving strong results including product growth. The salary increases were effective September 1, 2016.
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 are Named Executive Officers. These plans operate within the Omnibus Plan. The following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the limited context of our executive compensation program and are defined in the “Explanation of Compensation Adjusted Non-GAAP Financial Measures” section on page 52. Investors should not apply these measures and goals to other contexts.
Broadridge 2017 Proxy Statement 41
Executive Compensation
Annual Cash Incentive Compensation
The annual cash incentive compensation program was created to align Named Executive Officers’ compensation with annual financial performance. The process by which the annual cash incentive compensation is determined is set forth below:surveys.
HOW THE PEER GROUP WAS CHOSEN | ||||
●Comparable businesses operating in similar industries ●Within a reasonable range of revenue, market capitalization, operating income, total assets, and number of employees compared to Broadridge, with revenue and market capitalization as the primary measures ●Similar cost structures, business models, and ●Similar level of global presence | ●As a reference point to assess the competitiveness of base salary, incentive targets, and TDC awarded to the NEOs ●As information on market practices in ●To compare Company performance and validate whether executive compensation programs are aligned with Company performance |
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.
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.
Corporate Officer Bonus Plan – 2017 Performance Metrics
For fiscal year 2017, 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.
Broadridge 2017 Proxy Statement 43
Executive Compensation
In addition to the Corporate Financial Goals, Mr. Schifellite’s Corporate Officer Bonus Plan includes Adjusted EBT, Closed Sales and Fee-Based Revenue goals based on the performance of the bank, broker-dealer and corporate issuer solutions business of our Investor Communication Solutions segment (“Bank/Broker/Issuer division”). The Corporate Financial Goals and those of the Bank/Broker/Issuer division 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 division 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 division goals ranged from 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. For fiscal year 2017, the weighted-average score of the Bank/Broker/Issuer division Financial Goals was 107%.
Mr. Perry’s Corporate Officer Bonus Plan has two components, each with a target of 70% of his base salary:
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, with target and stretch award levels 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 Plan because of the importance of client retention to the achievement of Broadridge’s revenue goals.
For the Named Executive Officers, other than Mr. Schifellite, client satisfaction is the weighted-average achievement against pre-set targets in Broadridge’s client satisfaction survey of the Investor Communication Solutions and Global Technology and Operations business segments. The score for Mr. Schifellite is based solely on the performance of the Bank/Broker/Issuer division. The percentage earned by Mr. Schifellite was 200% of target, and the percentage earned by the other Named Executive Officers was 142% of target.
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.
44 Broadridge 2017 Proxy Statement
Executive Compensation
CEO
The following primary strategic and leadership goals were communicated to Mr. Daly by the Compensation Committee at the beginning of the fiscal year. The Compensation Committee evaluated Mr. Daly’s achievement of these strategic and leadership goals which are set forth in the CEO balanced scorecard:
The Compensation Committee specifically considered these key accomplishments in its assessment of Mr. Daly’s overall performance and decided to pay Mr. Daly 130% of the target on the strategic and leadership goals portion of his cash incentive award.
Other Named Executive Officers
The strategic and leadership goals for the other Named Executive Officers were similar to the qualitative measures used by the Compensation Committee to evaluate the performance of Mr. Daly; however, they varied by Named Executive Officer. The following key accomplishments were considered in determining the achievement of the strategic and leadership goals portion of the other Named Executive Officers’ cash incentive awards:
Mr. Daly made a recommendation to the Compensation Committee with respect to achievement of the strategic and leadership goals for each of the other executive officers, which the Compensation Committee reviewed in assessing their performance.
Fiscal Year 2017 Annual Corporate Officer Bonus Payments
The results of the annual Corporate Officer Bonus award calculations for fiscal year 2017 are as follows:
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 |
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 |
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 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. The Compensation Committee retains full responsibility for approval of individual grants. Details on the types of equity awards granted are provided in the table below.
●Bread Financial Holdings, Inc.(1) ●Equifax, Inc. ●Euronet Worldwide, Inc. ●Fidelity National Information Services, Inc. ●Fiserv, Inc. ●Gartner, Inc. ●Global Payments Inc. ●Intercontinental Exchange, Inc. ●Jack Henry & Associates, Inc. ●Paychex, Inc. ●SS&C Technologies Holdings, Inc. ●Verisk Analytics, Inc. ●The Western Union Company ●IHS Markit Ltd.(2) | ||||
(1) | Bread Financial, formerly Alliance Data Systems Corporation, changed its name in March 2022. | |||
2023 Proxy Statement |
Table of Contents |
46 Broadridge 2017 Proxy Statement
Executive Compensation
Fiscal Year 2017 Long-Term Equity Incentive Targets
In August 2016, the
Compensation Committee approved the following 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’ 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 AwardsGovernance
Based on the targets approved in August 2016, the Compensation Committee approved the grant of the following annual performance-based RSUs and stock options during fiscal year 2017:
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 |
Fiscal Year 2016-2017 Performance-Based RSU Earned Awards
The goals for performance-based RSUs granted on October 1, 2015 were set and evaluated by the Compensation Committee in August 2015. Following the end of the two-year performance period, the Compensation Committee calculated that the Named Executive Officers earned 120% of the performance-based RSU target award amounts, due to the achievement of average compensation Adjusted EPS of $2.90 in fiscal years 2016 and 2017. Broadridge’s compensation Adjusted EPS achievement for fiscal years 2016 and 2017 was $2.77 and $3.03, respectively. The earned RSUs will vest and convert to shares of our common stock on April 1, 2018, provided that the plan participant remains actively employed with Broadridge on the vesting date.
Broadridge 2017 Proxy Statement 47
Executive Compensation
Additional Benefits
Retirement Plans
Broadridge provides the Named Executive Officers with retirement benefits on the same terms as those offered to other employees generally through Broadridge’s 401(k) Plan. The 401(k) Plan allows our U.S. employees to save for retirement on a tax-deferred or Roth after-tax basis, and Broadridge makes matching contributions to the 401(k) Plan to encourage participation in this plan.
In addition, the Named Executive Officers, other than Mr. Young and Mr. Perry, participate in the Company’s Supplemental Officer Retirement Plan (the “SORP”), which is a non-qualified supplemental retirement plan. The 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 Broadridge Executive Retirement and Savings Plan (the “ERSP”) is a defined contribution restoration plan that mirrors Broadridge’s qualified 401(k) Plan for those executives who are not 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 59 and 60 in this Proxy Statement 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, 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.
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 2017 and determined that they are in line with perquisites provided by companies with which Broadridge competes for talent.
Please see the “All Other Compensation” table on page 55 of this Proxy Statement for more information regarding the perquisites provided to the Named Executive Officers.
48 Broadridge 2017 Proxy Statement
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 executives receive reasonable severance compensation in the event that their positions are eliminated as a result of a transaction.
All Named Executive Officers participate in the CIC Plan. The CIC Plan is a “double-trigger” plan that requires both a change in control of the Company and a subsequent qualifying termination of employment in order for the executive officer to receive any payment under the plan. Under the CIC Plan, if a participant’s employment is terminated by the Company without “cause” or by the participant for “good reason,” as those terms are defined under the CIC Plan, within a three-year period following a change in control, the participant would be eligible to receive a severance payment and certain equity awards will be accelerated.
Mr. Daly is party to a Change in Control Enhancement Agreement with the Company (the “Enhancement Agreement”) under which he is entitled to receive, on an item-by-item basis, the greater of the benefits and payments under the Enhancement Agreement and the CIC Plan.
Please see the “Potential Payments upon a Termination or Change in Control” section beginning on page 62 of this Proxy Statement for further information regarding Broadridge’s CIC Plan.
Officer Severance Plan
The Company maintains an Officer Severance Plan for executive officers, including the Named Executive Officers, in order to enhance recruitment and retention of senior officers who are key to our long-term success without the necessity of having separate employment agreements. The Officer Severance Plan provides for severance benefits when an executive officer is terminated without “cause” as defined in the Officer Severance Plan. Upon a qualifying termination the executive officer would be eligible to receive severance payments, and the vesting of certain equity awards will continue during the severance period. In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis.
Please see the “Potential Payments upon a Termination or Change in Control” section beginning on page 64 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 robust stock ownership guidelines reinforce the objective of increasing equity ownership of the Company among executive officers in order to more closely align their interests with those of our stockholders. The ownership guidelines are based on each executive officer acquiring and holding a total equity value at least equal to a specified multiple of his or her annual base salary. The multiples of base salary by executive officer position are:
Level | Multiple of | ||
Chief Executive Officer, 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:
● | An executive officer should retain at least 50% of the net profit shares realized after the exercise of stock options or vesting of RSUs until the ownership level is reached. Net profit shares are the shares remaining after the sale of shares to finance payment of the stock option exercise price, taxes and transaction costs owed at exercise or vesting. |
● | After the ownership level is met, the executive officer must continue to hold at least 50% of future net profit shares for one year. |
All executive officers arewere in compliance with the stock retention requirement in fiscal year 2023. Additionally, 82% of our executive officers as of June 30, 2023 met their ownership multiples. The remaining executive officers were appointed within the last three years and meet or are making progress toward meeting thetheir ownership multiples.
60 | Broadridge | 2023 Proxy Statement |
Executive Compensation
Clawback Policy
The SEC recently approved listing standards relating to executive officer incentive payment clawback and disclosure rules proposed by the national securities exchanges, including the NYSE. Effective October 2, 2023, we amended and restated our Clawback Policy so that it satisfies the requirements of the NYSE final listing standards. In addition to the listing standard rules, our amended and restated Clawback Policy covers certain fault based actions described in the following table. Our Clawback Policy covers former and current executive officers, requires the Company maintains a clawback policy that requires reimbursement byto recover incentive compensation in the event of an accounting restatement (including “little r” restatements as defined in the policy), and permits the Company to recover incentive compensation in the event of an executive officer of allofficer’s intentional misconduct or part of any bonus, incentive or equity-basedmaterially inaccurate performance calculation as follows:
SITUATION | POTENTIAL RECOVERY(1) |
Award was based upon the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with financial reporting requirements by the Company | Recovery of the excess incentive-based compensation paid during a three-year period preceding the restatement If the executive officer’s intentional misconduct or other wrongful conduct enumerated in the policy contributed to the circumstances requiring a restatement, then the Company may seek to recover all of the executive officer’s incentive-based compensation
|
Executive officer engaged in intentional misconduct, or other wrongful conduct enumerated in the policy, which caused material financial or reputational damage to Broadridge | May recover up to all of the executive officer’s incentive-based compensation during the three-year period preceding the relevant activity |
Incentive payments are made due to a materially inaccurate performance calculation | May recover up to all of the excess incentive-based compensation paid during the three-year period preceding the discovery of the inaccurate calculation |
(1) | Incentive-based compensation does not include awards that vest solely on the basis of completion of a specified employment period, awards that vest solely upon the occurrence of certain non-financial events or strategic event, salaries, discretionary bonuses, or bonuses paid based on subjective standards. |
Insider Trading Policy and Prohibition on Hedging and Pledging
Our Insider Trading policy is applicable to all Company officers, directors and employees and clarifies the obligations of Broadridge’s officers, directors, and employees with respect to securities law prohibitions against insider trading. The Broadridge trading policy for the Company’s executive officers and directorsalso 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, gifts, 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 onlyChief Legal Officer or Corporate Secretary, or in their absence, the Company’s Chief Compliance Officer, 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 Broadridge’s executive officers 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. 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.
ImpactEmployment Agreements and Offer Letters
Thomas Carey. Broadridge has an employment agreement in place with Mr. Carey in accordance with local practice in the United Kingdom. This agreement provides for an annual base salary, annual cash incentive on Company and individual performance, equity compensation and participation in our CIC Plan and Officer Severance Plan and Company-wide benefit plans. Either party may terminate Mr. Carey’s employment by giving six months written notice, provided that the Company may provide Mr. Carey pay in lieu of Accounting and Tax Considerationsnotice.
As a general matter, theOther NEOs. Each NEO is an “at-will” employee. The Compensation Committee reviewsapproves all offers to executive officers joining Broadridge. Each offer includes customary elements of our compensation program (salary, annual cash incentive and considerslong-term equity incentives), as well as one-time, transition compensation components or such other components required by law. These components were designed to
2023 Proxy Statement | Broadridge | 61 |
Executive Compensation
attract the various taxexecutives to Broadridge to deliver take-home compensation in the first year of employment approximating target compensation for the given role within our peer group and accounting implications of the compensation elements utilized by the Company.
With respect to accounting considerations, thecompensate for value forfeited when leaving prior employment. The Compensation Committee examines the accounting cost associated with equityand management focus on developing a compelling 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 taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to the Named Executive Officers other than the CFO, subject to certain exceptions. This limitation does not apply to compensation that meets 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 compensation 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 compensationpackage that is not deductible under the limitations of consistent with our pay for performance philosophy and rewards for creating shareholder value.
Section 162(m)
Section 162(m) of the Code generally places a limit of $1 million on the amount of compensation a public company can deduct in orderany year for each of its “covered employees” (which includes the current and certain former NEOs). The Compensation Committee believes that its primary responsibility is to provide a compensation package consistentprogram that is designed to attract, retain, and reward the executive talent necessary for the success of the Company. The Compensation Committee considers the factors discussed above in setting the compensation of the NEOs, and it does not take into account the limit on deductibility under Section 162(m).
Severance Plans
Broadridge has a CIC Plan and a separate Officer Severance Plan covering all executive officers, which includes all NEOs. These plans were established to enhance recruitment and retention of senior officers who are key to our long-term success without the necessity of having separate employment agreements. In addition, the CIC Plan protects and enhances shareholder value by encouraging executive officers to evaluate potential transactions with our programindependence and objectives,objectivity and we have retainedensuring continuity of management prior to and after a transaction.
In the flexibilityevent 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 do so.receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis.
Broadridge 2017See “Potential Payments upon a Termination or Change in Control” beginning on page 70 of this Proxy Statement 51
for further information regarding the CIC Plan and the Officer Severance Plan.
Executive Compensation
52 Broadridge 2017 Proxy Statement
Executive Compensation
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20172023 Proxy Statement and be incorporated by reference in the 20172023 Form 10-K.
Compensation Committee of the Board of Directors
Alan J. Weber, ChairRobert N. Duelks
Maura A. Markus,Chair
Brett A. Keller
Annette L. Nazareth
Broadridge 2017 Proxy Statement 53
62 | Broadridge | 2023 Proxy Statement |
Table of Contents |
Executive Compensation
Executive Compensation Tables
Summary Compensation Table
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 | Year | Salary(1) | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | ||||||||||||||||||||
Timothy C. Gokey CEO | 2023 | $ | 1,016,667 | — | $ | 3,936,728 | $ | 4,796,017 | $ | 1,497,756 | $ | 936,348 | $ | 51,762 | $ | 12,235,278 | |||||||||||||
2022 | $ | 962,500 | — | $ | 3,701,756 | $ | 3,655,242 | $ | 1,694,379 | $ | 0 | $ | 54,351 | $ | 10,068,228 | ||||||||||||||
2021 | $ | 900,000 | — | $ | 3,138,849 | $ | 3,380,445 | $ | 1,664,550 | $ | 1,120,315 | $ | 48,997 | $ | 10,253,156 | ||||||||||||||
Edmund L. Reese Corporate Vice President and CFO | 2023 | $ | 667,500 | — | $ | 893,280 | $ | 1,088,268 | $ | 657,551 | — | $ | 131,405 | $ | 3,438,004 | ||||||||||||||
2022 | $ | 625,000 | — | $ | 809,684 | $ | 799,559 | $ | 615,049 | — | $ | 113,285 | $ | 2,962,577 | |||||||||||||||
2021 | $ | 352,308 | $ | 528,000 | (2) | $ | 1,599,377 | $ | 375,602 | $ | 369,044 | — | $ | 36,308 | $ | 3,260,639 | |||||||||||||
Christopher J. Perry President | 2023 | $ | 687,413 | — | $ | 1,090,550 | $ | 1,328,696 | $ | 915,899 | — | $ | 197,149 | $ | 4,219,707 | ||||||||||||||
2022 | $ | 656,713 | — | $ | 1,017,875 | $ | 1,005,192 | $ | 1,094,839 | — | $ | 198,662 | $ | 3,973,281 | |||||||||||||||
2021 | $ | 640,696 | — | $ | 888,170 | $ | 956,538 | $ | 1,067,041 | — | $ | 187,842 | $ | 3,740,287 | |||||||||||||||
Robert Schifellite Corporate Senior Vice President, ICS | 2023 | $ | 699,110 | — | $ | 758,147 | $ | 923,766 | $ | 974,980 | $ | 659,340 | $ | 67,428 | $ | 4,082,771 | |||||||||||||
2022 | $ | 660,535 | — | $ | 821,223 | $ | 811,011 | $ | 1,097,579 | $ | 0 | $ | 70,275 | $ | 3,460,623 | ||||||||||||||
2021 | $ | 634,113 | — | $ | 718,433 | $ | 773,726 | $ | 1,034,556 | $ | 1,025,376 | $ | 57,895 | $ | 4,244,099 | ||||||||||||||
Thomas P. Carey Corporate Vice President, GTO | 2023 | $ | 550,094 | — | $ | 685,563 | $ | 835,156 | $ | 644,079 | — | $ | 301,836 | $ | 3,016,728 |
(1) | Mr. |
(2) | Reflects Mr. Reese’s $528,000 one-time sign-on bonus paid in fiscal year 2021 in connection with |
(3) | Reflects |
(4) | Reflects stock options granted under the 2018 Omnibus Plan. Amounts in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Please see Note |
(5) | Represents annual incentive cash compensation |
(6) | Represents changes in the actuarial present value of |
(7) | Please see |
2023 Proxy Statement | Broadridge | 63 |
54 Broadridge 2017 Proxy Statement
Table of Contents |
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 |
Name | Year | Perquisites and Other Personal Benefits(2) | Tax Reimbursements | Company Contributions to Defined Contribution Plans(4) | Insurance Premiums(5) | Matching Charitable Contributions(6) | Total | ||||||||||||||||
Timothy C. Gokey | 2023 | $ | 15,632 | $ | 0 | $ | 24,090 | $ | 2,040 | $ | 10,000 | $ | 51,762 | ||||||||||
2022 | $ | 20,046 | $ | 0 | $ | 22,265 | $ | 2,040 | $ | 10,000 | $ | 54,351 | |||||||||||
2021 | $ | 13,512 | $ | 0 | $ | 23,444 | $ | 2,041 | $ | 10,000 | $ | 48,997 | |||||||||||
Edmund L. Reese | 2023 | $ | 15,000 | $ | 0 | $ | 104,377 | $ | 2,028 | $ | 10,000 | $ | 131,405 | ||||||||||
2022 | $ | 21,370 | $ | 0 | $ | 79,960 | $ | 1,955 | $ | 10,000 | $ | 113,285 | |||||||||||
2021 | $ | 8,808 | $ | 0 | $ | 16,389 | $ | 1,111 | $ | 10,000 | $ | 36,308 | |||||||||||
Christopher J. Perry | 2023 | $ | 16,860 | $ | 0 | $ | 168,251 | $ | 2,038 | $ | 10,000 | $ | 197,149 | ||||||||||
2022 | $ | 23,550 | $ | 0 | $ | 163,092 | $ | 2,020 | $ | 10,000 | $ | 198,662 | |||||||||||
2021 | $ | 15,000 | $ | 0 | $ | 160,853 | $ | 1,989 | $ | 10,000 | $ | 187,842 | |||||||||||
Robert Schifellite | 2023 | $ | 16,423 | $ | 0 | $ | 36,465 | $ | 2,040 | $ | 12,500 | $ | 67,428 | ||||||||||
2022 | $ | 24,544 | $ | 0 | $ | 33,703 | $ | 2,028 | $ | 10,000 | $ | 70,275 | |||||||||||
2021 | $ | 13,875 | $ | 0 | $ | 32,045 | $ | 1,975 | $ | 10,000 | $ | 57,895 | |||||||||||
Thomas P. Carey(1) | 2023 | $ | 28,005 | $ | 211,780 | (3) | $ | 55,012 | $ | 3,039 | $ | 4,000 | $ | 301,836 |
(1) | Mr. Carey was paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) | For |
(3) | Mr. |
(4) |
Represents contributions made by the Company to the |
(5) | Represents life insurance, accidental death and dismemberment and long-term disability premiums paid by the Company on behalf of the |
(6) | Represents Company-paid contributions made to qualified U.S. tax-exempt organizations on behalf of the |
64 |
Table of Contents |
Broadridge 2017 Proxy Statement 55
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 OfficersNEOs in fiscal year 2017. Please see2023. See the “Outstanding Equity Awards at Fiscal Year-End” table for the outstanding stock option awards and unvested stock awards held by each of the Named Executive OfficersNEOs as of June 30, 2017.2023.
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 Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||
Timothy C. Gokey | $768,750 | $ | 1,537,500 | $ | 3,075,000 | |||||||||||||||||||||||||||
01-Oct-2022 | (4) | 15-Sep-2022 | 14,318 | 28,637 | 42,955 | $ | 3,936,728 | |||||||||||||||||||||||||
15-Feb-2023 | (5) | 15-Feb-2023 | 135,366 | $144.67 | $ | 4,796,017 | ||||||||||||||||||||||||||
Edmund L. Reese | $337,500 | $ | 675,000 | $ | 1,350,000 | |||||||||||||||||||||||||||
01-Oct-2022 | (4) | 15-Sep-2022 | 3,249 | 6,498 | 9,747 | $ | 893,280 | |||||||||||||||||||||||||
15-Feb-2023 | (5) | 15-Feb-2023 | 30,716 | $144.67 | $ | 1,088,268 | ||||||||||||||||||||||||||
Christopher J. Perry | $485,039 | $ | 970,078 | $ | 1,940,156 | |||||||||||||||||||||||||||
01-Oct-2022 | (4) | 15-Sep-2022 | 3,966 | 7,933 | 11,899 | $ | 1,090,550 | |||||||||||||||||||||||||
15-Feb-2023 | (5) | 15-Feb-2023 | 37,502 | $144.67 | $ | 1,328,696 | ||||||||||||||||||||||||||
Robert Schifellite | $458,749 | $ | 917,498 | $ | 1,834,996 | |||||||||||||||||||||||||||
01-Oct-2022 | (4) | 15-Sep-2022 | 2,757 | 5,515 | 8,272 | $ | 758,147 | |||||||||||||||||||||||||
15-Feb-2023 | (5) | 15-Feb-2023 | 26,073 | $144.67 | $ | 923,766 | ||||||||||||||||||||||||||
Thomas P. Carey | $351,899 | $ | 703,797 | $ | 1,407,594 | |||||||||||||||||||||||||||
01-Oct-2022 | (4) | 15-Sep-2022 | 2,493 | 4,987 | 7,480 | $ | 685,563 | |||||||||||||||||||||||||
15-Feb-2023 | (5) | 15-Feb-2023 | 23,572 | $144.67 | $ | 835,156 |
(1) | Amounts consist of the threshold, target and maximum annual cash incentive award |
(2) | Amounts consist of the threshold, target and maximum |
(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 |
(4) | Represents |
(5) | Represents |
2023 Proxy Statement | Broadridge | 65 |
56 Broadridge 2017 Proxy Statement
Table of Contents |
Executive Compensation
Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding outstandingunexercised stock option awardsoptions and unvested stock and equity incentive plan awards held byfor each of the Named Executive OfficersNEOs as of June 30, 2017.2023.
Option Awards | Stock Awards(1) | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock that Have Not Vested ($) | 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 or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested | |||||||||||||||
Timothy C. Gokey | 72,222 | 0 | $ | 50.95 | 09-Feb-2025 | (2) | |||||||||||||||||
61,349 | 0 | $ | 51.95 | 08-Feb-2026 | (3) | ||||||||||||||||||
59,395 | 0 | $ | 67.32 | 10-Feb-2027 | (4) | ||||||||||||||||||
46,561 | 0 | $ | 93.88 | 12-Feb-2028 | (5) | ||||||||||||||||||
99,831 | 0 | $ | 98.31 | 11-Feb-2029 | (6) | ||||||||||||||||||
94,407 | 31,470 | $ | 117.34 | 04-Feb-2030 | (7) | ||||||||||||||||||
54,558 | 54,559 | $ | 148.07 | 12-Feb-2031 | (8) | ||||||||||||||||||
27,450 | 82,350 | $ | 144.84 | 14-Feb-2032 | (9) | ||||||||||||||||||
0 | 135,366 | $ | 144.67 | 15-Feb-2033 | (10) | ||||||||||||||||||
23,951 | $ | 3,967,004 | (12) | ||||||||||||||||||||
28,637 | $ | 4,743,146 | (13) | ||||||||||||||||||||
Edmund L. Reese | 6,062 | 6,062 | $ | 148.07 | 12-Feb-2031 | (8) | |||||||||||||||||
6,004 | 18,014 | $ | 144.84 | 14-Feb-2032 | (9) | ||||||||||||||||||
0 | 30,716 | $ | 144.67 | 15-Feb-2033 | (10) | ||||||||||||||||||
5,238 | $ | 867,570 | (12) | ||||||||||||||||||||
6,498 | $ | 1,076,264 | (13) | ||||||||||||||||||||
Christopher J. Perry | 18,239 | 0 | $ | 98.31 | 11-Feb-2029 | (6) | |||||||||||||||||
29,559 | 9,854 | $ | 117.34 | 04-Feb-2030 | (7) | ||||||||||||||||||
15,438 | 15,438 | $ | 148.07 | 12-Feb-2031 | (8) | ||||||||||||||||||
7,548 | 22,647 | $ | 144.84 | 14-Feb-2032 | (9) | ||||||||||||||||||
0 | 37,502 | $ | 144.67 | 15-Feb-2033 | (10) | ||||||||||||||||||
6,585 | $ | 1,090,674 | (12) | ||||||||||||||||||||
7,933 | $ | 1,313,943 | (13) | ||||||||||||||||||||
Robert Schifellite | 23,877 | 0 | $ | 93.88 | 12-Feb-2028 | (5) | |||||||||||||||||
28,015 | 0 | $ | 98.31 | 11-Feb-2029 | (6) | ||||||||||||||||||
21,589 | 7,197 | $ | 117.34 | 04-Feb-2030 | (7) | ||||||||||||||||||
12,487 | 12,488 | $ | 148.07 | 12-Feb-2031 | (8) | ||||||||||||||||||
6,090 | 18,272 | $ | 144.84 | 14-Feb-2032 | (9) | ||||||||||||||||||
0 | 26,073 | $ | 144.67 | 15-Feb-2033 | (10) | ||||||||||||||||||
5,313 | $ | 879,992 | (12) | ||||||||||||||||||||
5,515 | $ | 913,449 | (13) | ||||||||||||||||||||
Thomas P. Carey | 5,969 | 0 | $ | 93.88 | 12-Feb-2028 | (5) | |||||||||||||||||
7,163 | 0 | $ | 93.88 | 12-Feb-2028 | (11) | ||||||||||||||||||
14,712 | 0 | $ | 98.31 | 11-Feb-2029 | (6) | ||||||||||||||||||
11,375 | 3,792 | $ | 117.34 | 04-Feb-2030 | (7) | ||||||||||||||||||
7,274 | 7,274 | $ | 148.07 | 12-Feb-2031 | (8) | ||||||||||||||||||
3,517 | 10,551 | $ | 144.84 | 14-Feb-2032 | (9) | ||||||||||||||||||
0 | 23,572 | $ | 144.67 | 15-Feb-2033 | (10) | ||||||||||||||||||
3,068 | $ | 508,153 | (12) | ||||||||||||||||||||
4,987 | $ | 825,997 | (13) |
(1) | |
(2) | Represents annual stock options granted on February 9, 2015. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |
66 | 2023 Proxy Statement |
Executive Compensation
(3) | Represents annual stock options granted on February 8, 2016. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |
(4) | Represents annual stock options granted on February 10, 2017. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |
(5) | Represents annual stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |
(6) | Represents annual stock options granted on February 11, |
(7) | Represents annual stock options granted on February 4, 2020. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. |
(8) | Represents annual stock options granted on February |
(9) | Represents annual stock options granted on February |
(10) | Represents annual stock options granted on February |
Broadridge 2017 Proxy Statement 57
Executive Compensation
(11) | Represents |
(12) | Represents |
(13) | Represents |
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 OfficersNEOs and the number of PRSU and RSU awards that vested during fiscal year 2017,2023, 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 |
Option Awards(1) | Stock Awards(2) | ||||||||||
First Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||
Timothy C. Gokey | 0 | $ | 0 | 34,277 | $ | 5,023,980 | |||||
Edmund L. Reese | 0 | $ | 0 | 2,709 | $ | 403,581 | |||||
Christopher J. Perry | 4,179 | $ | 344,336 | 9,699 | $ | 1,421,582 | |||||
Robert Schifellite | 80,256 | $ | 9,372,489 | 7,845 | $ | 1,149,842 | |||||
Thomas P. Carey | 18,317 | $ | 2,254,259 | 4,569 | $ | 639,235 |
(1) | The shares acquired on exercise represent shares of our |
(2) | RSUs convert to shares of |
2023 Proxy Statement | Broadridge | 67 |
Pension Benefits Table
The following table sets forth for each Named Executive OfficerNEO certain information with respect to the Broadridge SORP, which provides for pension benefits in connection with retirement. Mr. YoungReese, Mr. Perry and Mr. PerryCarey are not eligible to participate in this plan.
Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | ||||||
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 | 12 | $ | 6,004,202 | — | |||
Edmund L. Reese | — | — | — | ||||
Christopher J. Perry | — | — | — | ||||
Robert Schifellite | 22 | $ | 7,925,817 | — | |||
Thomas P. Carey | — | — | — |
(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 cash 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 schedulepercentage which for the Broadridge SORPMr. Gokey and Mr. Schifellite is as follows:100%.
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.
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. DalyGokey and Mr. Schifellite are alsocurrently eligible for early retirement under the SORP.
Mr. Schifellite is credited with thesix years of service they accrued under the ADP SORP as of the date Broadridgethe Company became an independent company from ADP, 13 and 6 years, respectively.ADP. While the net effect of this increases the accrued benefit they receivehe receives under the Broadridge SORP, the benefits are offset by the amount of theirhis vested, accrued benefits payable under the ADP SORP. The amountsamount of the offset will continue to be the obligationsobligation of ADP and are as follows: $223,770 for Mr. Daly andis $25,916 for Mr. Schifellite.
Non-QualifiedIn September 2023, the Compensation Committee amended the SORP to clarify certain provisions to ensure that participants and their beneficiaries receive the benefit intended to be provided to them under the plan. As a result, the SORP was amended to revise the death benefit payable upon the death of a participant prior to their retirement to 100%, and to allow participants to designate non-spouse beneficiaries to receive such death benefit.
68 | Broadridge | 2023 Proxy Statement |
Executive Compensation
Nonqualified Deferred Compensation
The following table presents contribution, earnings and balance information under the ERSP for our Named Executive OfficersNEOs for fiscal year 2017:2023.
Name | Executive Contributions in Last FY ($)(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 in Fiscal Year 2023 ($)(1) | Registrant Contributions in Fiscal Year 2023 ($)(2) | Aggregate Earnings in Fiscal Year 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2023 ($)(3) | |||||||||||
Timothy C. Gokey | — | — | — | — | ||||||||||||
Edmund L. Reese | $ | 189,760 | $ | 87,464 | $ | 59,088 | — | $ | 675,422 | |||||||
Christopher J. Perry | $ | 551,999 | $ | 148,652 | $ | 199,910 | $ | (267,922 | ) | $ | 3,260,474 | |||||
Robert Schifellite | — | — | — | — | — | |||||||||||
Thomas P. Carey | — | — | — | — | — |
(1) | Represents the deferral of fiscal year |
(2) | Represents Company contributions to the ERSP reported in the All Other Compensation column of the “Summary Compensation” table for fiscal year 2023. |
(3) | This total reflects the cumulative value of each participant’s deferrals, including the fiscal year 2023 non-equity incentive compensation deferrals of $320,565 for Mr. Perry and $131,510 for Mr. Reese, as well as Company contributions and individual investment experience. The total includes executive and Company contributions of $2,848,880 for Mr. Perry and $245,000 for Mr. Reese that were previously reported in the “Summary Compensation” table as compensation for previous years. |
60 Broadridge 2017 Proxy Statement
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 officerscertain executives who are not participants in the SORP (currently Mr. Young(Mr. Reese and Mr. Perry)Perry in fiscal year 2023). Eligible employees generally must be employed on December 31st31st to receive the employer contributions for that plan year.
● | Restoration basic contribution: The Company provides a restoration basic contribution which varies from 1% to 6.25% of eligible salary and cash incentive compensation above the Code’s compensation limit based on the number of years of the eligible employee’s service. Eligible employees are not required to contribute to the ERSP in order to receive the restoration basic contribution. |
● | Restoration matching contribution: Participants who contribute the maximum contribution to the 401(k) Plan are eligible to receive a restoration matching contribution equal to $0.70 or $0.80 for every dollar deferred under the ERSP, up to 6% of eligible pay above the Code’s compensation limit based on the number of months of participation under the 401(k) Plan. |
● | Additional Company contribution: Certain executives who are not participants in the SORP are eligible to receive an additional Company contribution of 3% of their base salary and cash incentive amounts. |
Participants may elect to enroll in the ERSP each calendar year, but once their deferral elections are made they are irrevocable for the covered year. Participants elect to receive distributions (either as a lump sum or in annual installments) of their deferrals plus any subsequent interest or investment gains upon their retirement, or on a fixed future date at least three years in the future. Certain participants will be subject to a six-month delay prior to their receipt of these distributions. ERSP participants who terminate employment with the Company prior to their elected fixed distribution date receive a lump sum distribution of all deferred amounts at leastby six months after the termination date.
Broadridge 2017 Proxy Statement 61
2023 Proxy Statement | Broadridge | 69 |
Table of Contents |
Executive Compensation
Potential Payments upon a Termination or Change in Control
The Company does not have any employment agreements with its Named Executive OfficersNEOs that require severance payments upon termination of their employment. The Company maintains athe Change in Control Severance Plan and an Officer Severance Plan under which the Named Executive OfficersNEOs 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 OfficerNEO would receive under the Company’s compensation program upon various scenarios for termination of employment.
The tables include the amounts that the Named Executive OfficersNEOs would receive as of June 30, 2023 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 OfficersNEOs 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“Non-Qualified Deferred Compensation TableCompensation” table on page 6069 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,NEOs, upon terminationcertain qualifying terminations of employment from Broadridge following a change in control.
The CIC Plan provides for the following severance benefits upon a termination without “cause” or for “good reason” (as defined below) within two years after a change in controlCIC (as defined below):
The CIC Plan provides for the following severance benefits upon a termination of employment without cause or for good reason if the termination occurs between the second and third anniversary of a change in control:
● | Compensation: The NEOs will receive 150% of their “current total annual compensation” (generally defined as (i) the higher of (a) the highest rate of annual salary during the calendar year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) the average annual cash incentive earned in the last two completed calendar years). |
The plan also provides for the payment of a pro-rata annual bonus for the year of termination based on the average of the participant’s annual bonus for the two years prior to the year of termination. | |
● | Stock Option Vesting: 100% vesting of all unvested stock options. |
● | RSU and PRSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within two years of termination. For PRSUs, vesting upon such termination (at target, if the CIC is during the first year of the performance period, or based on actual performance through the last completed fiscal quarter prior to the CIC, if the CIC occurs after the first year of the performance period). |
In addition, the Company willmay 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, a “change in control,” or “CIC,” conforms to the corresponding definition of “change in control” generally means: (A)in 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.2018 Omnibus Plan.
For purposes of the CIC Plan, “cause” generally means the occurrence of any of the following events after a change in controlCIC which is not cured within 15 days after a participant provides written notice thereof: (A) gross negligence or willful misconduct which is materially injurious to the Company monetarily or otherwise; (B) misappropriation or fraud with regard to the Company or its assets; or (C) conviction of, or the pleading of guilty or nolo contendere to, a felony involving the assets or business of the Company.
For purposes of the CIC Plan, “good reason” generally means the occurrence of any of the following events after a change in controlCIC which is not cured within 15 days after a participant provides written notice thereof: (A) material diminution in the value and importance of a participant’s position, duties, responsibilities or authority; (B) a reduction in a participant’s aggregate compensation or benefits; or (C) a failure of any successor or assign of the Company to assume in writing the obligations under the CIC Plan. The “good reason” definition includes a trigger for changes in location of primary worksite of more than 50 miles and to clarify that any reduction in compensation would have to be material and be measured by aggregate compensation and benefits.
In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, such as in the event a termination without cause occurs within three years after a change in control, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis. See below for the details on the Officer Severance Plan.
70 | Broadridge | 2023 Proxy Statement |
Executive Compensation
Potential Change in Control Payments
The following table sets forth the payments which each of our Named Executive OfficersNEOs would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30, 20172023 without “cause” or by the executive for “good reason” within two years following a change in control and during the third year after the change in control.CIC.
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 |
Broadridge 2017 Proxy Statement 63
Executive Compensation
Name / Form of Compensation | Change in Control within 2 Years | |
Timothy C. Gokey | ||
Cash(1) | $ | 4,569,197 |
Vesting of Equity Awards(2) | $ | 15,737,221 |
Stock Options | $ | 7,027,070 |
PRSUs/RSUs | $ | 8,710,150 |
SORP(3) | $ | 6,303,950 |
Health Coverage(4) | $ | 230,000 |
Total | $ | 26,840,368 |
Edmund L. Reese | ||
Cash(1) | $ | 1,750,569 |
Vesting of Equity Awards(2) | $ | 3,068,601 |
Stock Options | $ | 1,124,767 |
PRSUs/RSUs | $ | 1,943,834 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 4,819,170 |
Christopher J. Perry | ||
Cash(1) | $ | 2,660,779 |
Vesting of Equity Awards(2) | $ | 4,408,430 |
Stock Options | $ | 2,003,814 |
PRSUs/RSUs | $ | 2,404,616 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 7,069,209 |
Robert Schifellite | ||
Cash(1) | $ | 2,657,753 |
Vesting of Equity Awards(2) | $ | 3,286,639 |
Stock Options | $ | 1,493,197 |
PRSUs/RSUs | $ | 1,793,442 |
SORP(3) | $ | 7,925,817 |
Health Coverage(4) | $ | 40,000 |
Total | $ | 13,910,209 |
Thomas P. Carey | ||
Cash(1) | $ | 1,735,984 |
Vesting of Equity Awards(2) | $ | 2,358,421 |
Stock Options | $ | 1,024,272 |
PRSUs/RSUs | $ | 1,334,150 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 4,094,405 |
(1) | Represents “current total annual compensation” as detailed above. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) | Represents the aggregate value of all unvested stock options and | |
(3) | Mr. | |
(4) | Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.17% discount rate. |
2023 Proxy Statement | Broadridge | 71 |
Executive Compensation
Officer Severance Plan
In the event of a termination without “cause” (as defined below) that is not covered under the CIC Plan, executive officers would be eligible to receive severance benefits under the Officer Severance Plan instead of the CIC Plan. Retirement and voluntary resignation do not qualify for severance. Upon a qualifying termination under the Officer Severance Plan, the executive officers would be eligible to receive:
● | Continued payment of base salary of 24 months for the CEO and 18 months for the other Named Executive Officers |
● | Payment of a cash incentive award for the fiscal year of termination on the normal payment date based on actual performance, pro-rated for the Named Executive Officers other than the CEO, who is eligible for a full year’s cash incentive award |
● | Continued vesting during the severance period of equity awards granted after the effective date of the Officer Severance Plan, with proration of PRSUs and RSUs if the termination occurs prior to the end of the performance period |
As a condition to receiving any severance payments under the Officer Severance Plan, executive officers will be required to enter into agreements that contain a general release of the Company and certain restrictive covenants, including non-competition provisions that will be in force during the 24-month severance period for our CEO and 18-month severance period for all other NEOs.
For purposes of the Officer Severance Plan, as in effect on June 30, 2023, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B) willful misconduct resulting in material harm to the Company; (C) fraud, embezzlement, theft or dishonesty resulting in material harm to the Company; (D) continuing failure to perform duties after written notice; (E) material breach of any confidentiality, non-solicitation and/or non-competition agreements; or (F) violations of the Code of Business Conduct.
Potential Payments upon Involuntary Termination without Cause
The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each NEO was terminated by the Company on June 30, 2023 without “cause.”
Name / Form of Compensation | Involuntary Term without Cause | |
Timothy C. Gokey | ||
Cash(1) | $ | 3,547,756 |
Vesting of Equity Awards(2) | $ | 12,656,319 |
Stock Options | $ | 6,317,742 |
PRSUs/RSUs | $ | 6,338,577 |
SORP(3) | $ | 6,303,950 |
Health Coverage(4) | $ | 230,000 |
Total | $ | 22,738,025 |
Edmund L. Reese | ||
Cash(1) | $ | 1,670,051 |
Vesting of Equity Awards(2) | $ | 1,744,722 |
Stock Options | $ | 339,020 |
PRSUs/RSUs | $ | 1,405,702 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 3,414,773 |
Christopher J. Perry | ||
Cash(1) | $ | 1,955,268 |
Vesting of Equity Awards(2) | $ | 3,554,938 |
Stock Options | $ | 1,807,293 |
PRSUs/RSUs | $ | 1,747,645 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 5,510,206 |
72 | Broadridge | 2023 Proxy Statement |
Executive Compensation
Name / Form of Compensation | Involuntary Term without Cause | |
Robert Schifellite | ||
Cash(1) | $ | 2,033,632 |
Vesting of Equity Awards(2) | $ | 2,693,276 |
Stock Options | $ | 1,356,559 |
PRSUs/RSUs | $ | 1,336,717 |
SORP(3) | $ | 7,925,817 |
Health Coverage(4) | $ | 40,000 |
Total | $ | 12,692,725 |
Thomas P. Carey | ||
Cash(1) | $ | 1,488,635 |
Vesting of Equity Awards(2) | $ | 1,364,768 |
Stock Options | $ | 443,617 |
PRSUs/RSUs | $ | 921,151 |
SORP(3) | — | |
Health Coverage(4) | — | |
Total | $ | 2,853,403 |
(1) | Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other NEOs and annual cash incentive award based on actual financial achievement for fiscal year 2023. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. |
(2) | For Mr. Reese and Mr. Carey represent the aggregate value of all unvested stock options and PRSUs assuming performance at target that are eligible to vest upon termination under the Officer Severance Plan as detailed above, based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. For Mr. Gokey, Mr. Perry and Mr. Schifellite, if they were to |
(3) | 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, 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:
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, “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.
64 Broadridge 2017 Proxy Statement
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, 2017 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 |
Broadridge 2017 Proxy Statement 65
Executive Compensation
Payments upon Other Termination of Employment Scenarios
The following table sets forth the payments which each of our Named Executive OfficersNEOs would have received under various other termination scenarios under arrangements in effect on June 30, 2017.2023. Capitalized terms used herein are defined as set forth in in the applicable plan documents.
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. Mr. Daly would not qualifyStock options continue to vest and are exercisable for a period of 36 months following a retirement. In the case of PRSUs, if retirement treatmentoccurs prior to the end of his awardsthe 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 he were to voluntarily terminate employment or ifretirement occurs after the Company terminated his employment with “cause,” but he would qualifyend of the performance period, the award will vest on the original vesting date based on actual performance for retirement treatment of his awards if the Company involuntarily terminated his employment without “cause.” Mr. Young, entire performance period.
2023 Proxy Statement | Broadridge | 73 |
Executive Compensation
Name / Form of Compensation | Death | Disability | Voluntary Term or Involuntary Term w Cause | Retirement | ||||||||
Timothy C. Gokey | ||||||||||||
Cash(1) | — | — | — | — | ||||||||
Vesting of Equity Awards(2) | $ | 15,595,773 | $ | 15,595,773 | — | $ | 12,656,319 | |||||
Stock Options | $ | 7,027,070 | $ | 7,027,070 | — | $ | 6,317,742 | |||||
PRSUs/RSUs | $ | 8,568,702 | $ | 8,568,702 | — | $ | 6,338,577 | |||||
SORP(3) | $ | 3,151,975 | $ | 7,416,412 | $ | 6,303,950 | $ | 6,303,950 | ||||
Health Coverage(4) | — | $ | 230,000 | $ | 230,000 | $ | 230,000 | |||||
Total | $ | 18,747,748 | $ | 23,242,185 | $ | 6,533,950 | $ | 19,190,269 | ||||
Edmund L. Reese | ||||||||||||
Cash(1) | — | — | — | — | ||||||||
Vesting of Equity Awards(2) | $ | 3,037,794 | $ | 3,037,794 | — | — | ||||||
Stock Options | $ | 1,124,767 | $ | 1,124,767 | — | — | ||||||
PRSUs/RSUs | $ | 1,913,027 | $ | 1,913,027 | — | — | ||||||
SORP(3) | — | — | — | — | ||||||||
Health Coverage(4) | — | — | — | — | ||||||||
Total | $ | 3,037,794 | $ | 3,037,794 | — | — | ||||||
Christopher J. Perry | ||||||||||||
Cash(1) | — | — | — | — | ||||||||
Vesting of Equity Awards(2) | $ | 4,369,673 | $ | 4,369,673 | — | $ | 3,554,938 | |||||
Stock Options | $ | 2,003,814 | $ | 2,003,814 | — | $ | 1,807,293 | |||||
PRSUs/RSUs | $ | 2,365,859 | $ | 2,365,859 | — | $ | 1,747,645 | |||||
SORP(3) | — | — | — | — | ||||||||
Health Coverage(4) | — | — | — | — | ||||||||
Total | $ | 4,369,673 | $ | 4,369,673 | — | $ | 3,554,938 | |||||
Robert Schifellite | ||||||||||||
Cash(1) | — | — | — | — | ||||||||
Vesting of Equity Awards(2) | $ | 3,255,335 | $ | 3,255,335 | — | $ | 2,693,276 | |||||
Stock Options | $ | 1,493,197 | $ | 1,493,197 | — | $ | 1,356,559 | |||||
PRSUs/RSUs | $ | 1,762,138 | $ | 1,762,138 | — | $ | 1,336,717 | |||||
SORP(3) | $ | 3,962,908 | $ | 7,925,817 | $ | 7,925,817 | $ | 7,925,817 | ||||
Health Coverage(4) | — | $ | 40,000 | $ | 40,000 | $ | 40,000 | |||||
Total | $ | 7,218,243 | $ | 11,221,152 | $ | 7,965,817 | $ | 10,659,093 | ||||
Thomas P. Carey | ||||||||||||
Cash(1) | — | — | — | — | ||||||||
Vesting of Equity Awards(2) | $ | 2,340,368 | $ | 2,340,368 | — | — | ||||||
Stock Options | $ | 1,024,272 | $ | 1,024,272 | — | — | ||||||
PRSUs/RSUs | $ | 1,316,096 | $ | 1,316,096 | — | — | ||||||
SORP(3) | — | — | — | — | ||||||||
Health Coverage(4) | — | — | — | — | ||||||||
Total | $ | 2,340,368 | $ | 2,340,368 | — | — |
(1) | Represents the aggregate value of all unvested stock options and PRSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | For a termination due to retirement, Mr. Gokey and Mr. Schifellite would not qualify for retirement treatment of their awards if they were to voluntarily terminate employment or if the Company terminated their employment with “cause,” but they would qualify for retirement treatment of their awards if the Company involuntarily terminated their employment without “cause.” | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | Mr. Gokey
CEO Pay Ratio In accordance with SEC rules, we are providing the following information about the relationship between the annual total compensation of our median compensated employee and the annual total compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and is based upon our reasonable judgment and assumptions. Calculating the CEO Pay Ratio Determining our Global Employee Population To calculate this pay ratio, we determined our median compensated employee by starting with the 15,144 Broadridge
To identify our median compensated employee, we used total cash compensation and employer cost for health benefits as our compensation measure, which, for these purposes, included base salary, cash incentive payments, cash commissions and other similar payments, as well as the estimated employer cost for health benefits for those participating in our benefit programs. We determined the median compensated employee from our active, global employee population as described above as of April 30, 2023, using total cash compensation earned and paid from May 1, 2022 through April 30, 2023. We annualized total cash compensation for permanent employees hired during the period and did not make any cost-of-living adjustments. In addition, we used the estimated employer health benefits cost for the month of April 2023 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S. dollars using a 12-month average exchange rate through April 30, 2023. Our “median compensated employee” is an individual who earned total cash compensation and health benefits at the midpoint, that is, the point at which half of the Calculating the Pay Ratio After identifying the median compensated employee, we calculated the annual total compensation for this employee and Mr. Gokey in the same manner as the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 63 of this Proxy Statement and included the Company’s cost of benefits for each one because both participated in the benefit plans in fiscal year 2023.
Executive Compensation Pay Versus Performance Pay Versus Performance Table The
Executive Compensation
Narrative Disclosure to Pay Versus Performance Table Relationship between Financial Performance Measures and Compensation Actually Paid The graphs below compare (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) our Compensation Peer Group TSR, (iv) our Net Income, and (v) our Compensation Adjusted EPS, in each case, for the TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Company TSR and Compensation Peer Group TSR vs.
Executive Compensation Net Income vs. Compensation Actually Paid Adjusted EPS vs. Compensation Actually Paid Pay Versus Performance Tabular List The following performance measures represent the most important financial
Executive Compensation Equity Compensation Plan Information The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2023.
Proposal 4 - 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
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 & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2024. Stockholder ratification is not required by the By-laws or otherwise, but as a matter of good corporate governance practice, the Board has decided to ascertain the position of our stockholders on the appointment at the Annual Meeting. If our stockholders fail to ratify the selection, the Audit Committee may reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders. Representatives of Deloitte & Touche LLP are expected to attend the 2023 Annual Meeting, with an opportunity to make a statement should they choose to do so, and to be available to respond to questions. Policy on Pre-Approval of Audit and Permitted Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee is required to pre-approve all audit and permitted non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the firm’s independence from the Company is not compromised. Under the Company’s policy, management submits for Audit Committee approval, on an annual basis, a list of services expected to be rendered during the upcoming year within each of the following categories of services: audit services, audit-related services, tax services and all other services. This includes a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on the firm’s independence. During the year, it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the Audit Committee may also delegate pre-approval authority to one or more of its members. As such, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair, who must report all pre-approval decisions to the full Audit Committee.
Proposal 4 - Ratification of Appointment of Independent Registered Public Accountants Audit Committee Report
● | 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 82 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, 2023, be included in the 2023 Form 10-K. Audit Committee of the Board of Directors
Robert N. Duelks Melvin L. Flowers Brett A. Keller Maura A. Markus Eileen K. Murray Annette L. Nazareth Thomas J. Perna Amit K. Zavery |
Broadridge 20172023 Proxy Statement Broadridge 83 67
Submission of Stockholder Proposals and
Director Nominations
Proposals to be Included in 2024 Proxy Statement
Any stockholder who desires to have a proposal considered for presentation at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and included in the proxy statement and form of proxy used in connection with our 2024 Annual Meeting, pursuant to Rule 14a-8 under the Exchange Act, must submit the proposal in writing via mail or email to our Corporate Secretary so that it is received no later than May 30, 2024. The proposal must also comply with the requirements of Rule 14a-8 under the Exchange Act.
Proxy Access Nominations to be Included in 2024 Proxy Statement
Any stockholder (or group of up to 50 stockholders) meeting the Company’s continuous ownership requirements of three percent or more of the outstanding shares of Common Stock for at least three years who wishes to nominate a candidate or candidates for election in connection with our 2024 Annual Meeting and require the Company to include such nominees in the proxy statement and form of proxy, must submit a notice of nomination which must be received by no earlier than June 12, 2024 and no later than July 12, 2024. Notice of such a nomination must comply with the additional procedural and informational requirements set forth in the By-laws.
However, if we do not hold our 2024 Annual Meeting between October 11, 2024 and December 8, 2024, or if we do not hold our 2023 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 2024 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 2024 Annual Meeting to stockholders by mail or announce it publicly.
Nominations or Proposals Not Included in 2024 Proxy Statement
Our By-laws contain provisions on the process by which a stockholder may nominate a candidate for election or to propose business for consideration at our 2024 Annual Meeting but not have that nomination or proposal included in our proxy statement for the 2024 Annual Meeting. In order to make such a nomination or proposal, we must receive notice of the director nomination or the proposal no earlier than June 12, 2024 and no later than July 12, 2024.
However, if we do not hold our 2024 Annual Meeting between October 11, 2024 and December 8, 2024, or if we do not hold our 2023 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 2024 Annual Meeting, or (ii) no later than 10 days after the date we provide notice of the 2024 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.
If any of such notices is not received between these dates or does not satisfy the additional notice requirements set forth in the By-laws, the notice will be considered untimely and will not be acted upon at our 2024 Annual Meeting or, as applicable, special meeting.
To comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 Annual Meeting must provide notice that sets forth the information required by Rule 14a–19 under the Exchange Act in addition to the information required under our By-laws.
Proxies solicited by the Board for the 2024 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 Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or by emailing CorporateSecretary@Broadridge.com.
84 | Broadridge | 2023 Proxy Statement |
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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:
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 2023 Annual Meeting will take place on Thursday, November 9, 2023, at 9:00 a.m. Eastern Time.
How can I attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting. You will be able to attend online, vote, and submit questions during the Annual Meeting by visiting virtualshareholdermeeting.com/BR23.
Why a virtual meeting?
The 2023 Annual Meeting will be our 15th completely virtual meeting of stockholders. Virtual meetings have allowed us to provide expanded access, improved communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world.
What if I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: 1-844-976-0738, or if calling internationally, please call: 1-303-562-9301.
Broadridge 20172023 Proxy Statement Broadridge 85 69
Contents
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About the Annual Meeting and these Proxy Materials
Who may vote at the Annual Meeting?
Holders of our Common Stock at the close of business on September 14, 2023 (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.comvirtualshareholdermeeting.com/BR23 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 2023 Annual Meeting.
Your vote is important and we want to hear from you and all of our other stockholders. To express our appreciation for your participation, Broadridge will make a $1 charitable donation on behalf of every shareholder account that votes.
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 titledSee “What if I submit a proxy, but do not specify how my shares are to be voted?” for additional information.
Broadridge 2017 Proxy Statement 71
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 | |
● | We encourage you to access the | |
● | The Annual Meeting starts at |
● | |
● | Please have the Control Number we have provided to you to join the Annual Meeting |
● | Instructions on how to attend and participate |
● | Questions regarding how to attend and participate in the Annual Meeting will be answered by calling 1-844-976-0738 on the day of the Annual Meeting |
● | A replay of the Annual Meeting will be available on our website through November 9, 2024 |
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 (domestically) or 1-412-317-5419 (internationally) 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 viaonline.
86 | Broadridge | 2023 Proxy Statement |
About the Internet.Annual Meeting and these Proxy Materials
Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of printed proxy materials?
Under rules adopted by the SEC, we are making this Proxy Statement available to our stockholders primarily viathrough the Internet (“(“Notice and AccessAccess””). On or about October 2, 2017,September 27, 2023, we will mail the Notice regarding the Internet Availability of Proxy Materials (the “Notice of Internet AvailabilityAvailability””) 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 2023 Proxy Statement and our 2017 annual report2023 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.
Can I vote my shares by filling out and returning the Notice regarding theof Internet Availability of Proxy Materials?Availability?
No. The Notice of Internet Availability only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instructions on how to cast your vote. For additional information, please see the section titled “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.
72 Broadridge 2017 Proxy Statement
About the Annual Meeting and These Proxy Materials
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.
2023 Proxy Statement | Broadridge | 87 |
About the Annual Meeting and these Proxy Materials
How do I vote my shares and what are the voting deadlines?
Stockholders of Record. If you are a stockholder of record, there are several ways for you to vote your shares:
You may attend the Annual Meeting on Thursday, November 9, 2023, at 9:00 a.m. Eastern Time, on November 15, 2017. Have your proxy card in hand whenby visiting virtualshareholdermeeting.com/BR23, and you call and then followcan vote during the instructions.
Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or vote by Internetinternet 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 Internetinternet 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, 2017,9, 2023, at 10:9:00 a.m. Eastern Time via the Internet at by visiting broadridge.onlineshareholdermeeting.comvirtualshareholdermeeting.com/BR23 and vote during the Annual Meeting. After considering issuer practices during virtual shareholder meetings and to respect the voice of our shareholders, during our annual meeting we will pause to allow time for stockholders to ask questions, vote or change their vote after the proposals are read for a minimum of two minutes and during this time the business presentation will be provided before the polls are closed in order to provide shareholders with adequate time to cast their vote. We will announce in the meeting that the polls will be closing after the business discussion to provide stockholders with fair warning to vote or change their vote.
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 |
● | |
● | 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.comvirtualshareholdermeeting.com/BR23 and vote again.
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About the Annual Meeting and these Proxy Materials
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 Internetinternet before or during the Annual Meeting, your shares will not be voted at the Annual Meeting.
Broadridge 2017 Proxy Statement 73
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. However, your broker, bank or nominee does have discretion to vote your shares on routine matters such as Proposal 4.
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:
● | FORthe election of the 11 directors nominated by our Board of Directors and named in this Proxy Statement |
● | FORthe approval, on an advisory basis, of the compensation of our Named Executive Officers (the Say on Pay Vote) |
● | FORthe approval, on an advisory basis, of every ONE YEAR for the frequency of holding the Say on Pay Vote (the Frequency Vote) |
● | FORthe ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2024 |
● | In the discretion of the named proxies regarding any other matters properly presented for a vote at the Annual Meeting |
Beneficial Owners. If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker, bank or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as Proposal 4, but do not have discretion to vote on non-routine matters such as Proposals 1, 2 and 3. 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 4 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.
2023 Proxy Statement | Broadridge | 89 |
About the Annual Meeting and these Proxy Materials
How many shares must be present or represented to conduct business at the Annual Meeting?
We need a quorum of stockholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote at the close of business on the Record Date is represented at the Annual Meeting either in person or by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the Annual Meeting. On September 21, 2017,14, 2023, there were 116,543,814117,620,594 shares of common stockCommon Stock outstanding and entitled to vote (excluding 37,917,313 treasury shares not entitled to vote).vote.
Your shares will be counted towards the quorum if you vote by mail, by telephone, or viathrough the Internetinternet either before or during the Annual Meeting. Abstentions and broker non-votes also will count towards the quorum requirement. If a quorum is not met, a majority of the shares present at the Annual Meeting may adjourn the Annual Meeting to a later date.
Can I confirm that my vote was cast in accordance with my instructions?
Stockholders of Record. Our stockholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to soundbest corporate governance standardspractices and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received
74 Broadridge 2017 Proxy Statement
About the Annual Meeting and These Proxy Materials
beginning on November 2, 2017,October 26, 2023, with the final vote tabulation available through January 17, 2018.9, 2024. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.comproxyvote.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.
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 “householdinghouseholding.”.” Under this procedure, certain stockholders of record who 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 record and 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. Stockholders of record may also contact us at this address or telephone number if you are receiving multiple copies of proxy materials or Notices of Internet Availability and would like to request delivery of a single copy of such materials.
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 20172023 Annual Meeting, you should follow the instructions included in the Notice of Internet Availability that was sent to you.
90 | Broadridge | 2023 Proxy Statement |
About the Annual Meeting and these Proxy Materials
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.a proxy solicitation firm to assist with the solicitation of proxies for a fee estimated not to exceed $20,000 plus reimbursement of reasonable out-of-pocket expenses. Also, certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview. Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed by the Company for reasonable out-of-pocket expenses in connection with such solicitation. In accordance with the regulations of the SEC, banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company, as necessary, for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of common stock.Common Stock.
Copies of the proxy materials will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
How can I find the results of the Annual Meeting?
Preliminary results will be announced at the Annual Meeting. Final results will be published in a current reportCurrent Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
2023 Proxy Statement | Broadridge | 91 |
Broadridge 2017Non-GAAP Financial Measures
Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
Certain financial results in the “Proxy Summary” and “Select Performance Highlights” sections of this Proxy Statement are Non-GAAP financial measures. These Non-GAAP measures are Adjusted Operating income, Adjusted Operating income margin, Adjusted Net earnings, Adjusted Earnings per share, and Recurring revenue growth constant currency. These Non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results. Please refer to the Company's annual reports on Form 10-K for terms not defined herein.
The Company believes our Non-GAAP financial measures help investors understand how management plans, measures and evaluates the Company’s business performance. Management believes that Non-GAAP measures provide consistency in its financial reporting and facilitates investors’ understanding of the Company’s operating results and trends by providing an additional basis for comparison. Management uses these Non-GAAP financial measures to, among other things, evaluate our ongoing operations, for internal planning and forecasting purposes and in the calculation of performance-based compensation. In addition, and as a consequence of the importance of these Non-GAAP financial measures in managing our business, the Company’s Compensation Committee incorporates Non-GAAP financial measures in the evaluation process for determining management compensation.
These Non-GAAP measures are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items the exclusion of which management believes provides insight regarding our ongoing operating performance. Depending on the period presented, these adjusted measures exclude the impact of certain of the following items:
● | Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash amortization expenses associated with the Company’s acquisition activities. |
● | Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. |
● | IBM Private Cloud Charges represent a charge on the hardware assets transferred to International Business Machines Corporation (“IBM”) and other charges related to the IBM Private Cloud Agreement. |
● | Restructuring Charges represent severance costs associated with the Company’s initiative to streamline our management structure, reallocate work to lower cost locations, and reduce headcount in deprioritized areas. |
● | Real Estate Realignment and Covid-19 Related Expenses are comprised of two major components: |
■Real Estate Realignment Expenses are expenses associated with the exit of certain of the Company’s leased facilities in response to the Covid-19 pandemic, which consist of the impairment of certain right of use assets, leasehold improvements and equipment, as well as other related facility exit expenses directly resulting from, and attributable to, the exit of these leased facilities. | |
■Covid-19 Related Expenses are direct and incremental expenses incurred by the Company to protect the health and safety of Broadridge associates during the Covid-19 outbreak, including expenses associated with monitoring the temperatures for associates entering our facilities, enhancing the safety of our office environment in preparation for workers to return to Company facilities on a more regular basis, ensuring proper social distancing in our production facilities, personal protective equipment, enhanced cleaning measures in our facilities, and other safety related expenses. | |
● | Russia-Related Exit Costs are direct and incremental costs associated with the Company’s wind down of business activities in Russia in response to Russia’s invasion of Ukraine, including relocation-related expenses of impacted associates. |
● | Investment Gains represent non-operating, non-cash gains on privately held investments. |
● | Software Charge represents a charge related to an internal use software product that is no longer expected to be used. |
● | Gain on Acquisition-Related Financial Instrument represents a non-operating gain on a financial instrument designed to minimize the Company’s foreign exchange risk associated with the 2021 acquisition of Itiviti Holdings AB (the “Itiviti Acquisition”), as well as certain other non-operating financing costs associated with the Itiviti Acquisition. |
● | Gain on Sale of a Joint Venture Investment represents a non-operating, cash gain on the sale of one of the Company’s joint venture investments. |
92 | Broadridge | 2023 Proxy Statement |
Non-GAAP Financial Measures
We exclude these items to provide us with an understanding of the results from the primary operations of our business and enhances comparability across fiscal reporting periods, as these items are not reflective of our underlying operations or performance. We also exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, as these non-cash amounts are significantly impacted by the timing and size of individual acquisitions and do not factor into the Company’s capital allocation decisions, management compensation metrics or multi-year objectives. Furthermore, management believes that this adjustment enables better comparison of our results as Amortization of Acquired Intangibles and Purchased Intellectual Property will not recur in future periods once such intangible assets have been fully amortized. Although we exclude Amortization of Acquired Intangibles and Purchased Intellectual Property from our adjusted earnings measures, our management believes that it is important for investors to understand that these intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
Recurring Revenue Growth Constant Currency
As a multi-national company, we are subject to variability of our reported U.S. dollar results due to changes in foreign currency exchange rates. The exclusion of the impact of foreign currency exchange fluctuations from our Recurring revenue growth, or what we refer to as amounts expressed “on a constant currency basis,” is a Non-GAAP measure. We believe that excluding the impact of foreign currency exchange fluctuations from our Recurring revenue growth provides additional information that enables enhanced comparison to prior periods.
Changes in Recurring revenue growth expressed on a constant currency basis are presented excluding the impact of foreign currency exchange fluctuations. To present this information, current period results for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates in effect during the corresponding period of the comparative year, rather than at the actual average exchange rates in effect during the current fiscal year.
See the “Appendix—Non-GAAP Reconciliation Tables” for the reconciliation of these Non-GAAP measures to their most directly comparable GAAP measure.
Explanation of Compensation Adjusted Non-GAAP Financial Measures
We use a variety of performance metrics when setting the incentive compensation performance goals at the beginning of the fiscal year. For fiscal year 2023, these metrics were:
● | Compensation Adjusted EBT—annual cash incentive award |
● | Compensation Adjusted EBIT—annual cash incentive award (business segment only) |
● | Closed Sales—annual cash incentive award |
● | Compensation Adjusted Fee-Based Revenue—annual cash incentive award |
● | Compensation Adjusted EPS—PRSUs |
As a consequence of the importance of Non-GAAP financial measures in managing our business, the Compensation Committee utilizes certain Non-GAAP measures in the executive officer compensation process. The Compensation Committee may further adjust these metrics, as set forth in the 2018 Omnibus Plan and reported in the Company’s financial statements, to ensure that the measurement of performance reflects factors that management can directly control and so payout levels are not artificially inflated or impaired by factors unrelated to the ongoing operation of the business.
Compensation Adjusted EBT is defined as the Company’s GAAP EBT, as reported in the Company’s financial statements, adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. In calculating achievement of this goal, pre-set adjustments were applied by the Compensation Committee to exclude the impact of:
● | Asset write-downs or gains |
● | Reorganization and restructuring programs to the extent they result in aggregate net gain, loss, charge or expense in excess of $11 million |
● | Foreign exchange gains and losses whether or not disclosed as described above, based on the variance of (i) the actual impact of foreign exchange on earnings (“FX EBIT”) to (ii) the FX EBIT amount included in the operating plan finalized within the first 90 days of the performance period |
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Non-GAAP Financial Measures
75
Compensation Adjusted EBIT is defined as business segment earnings before interest and taxes, adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs. In calculating achievement of this goal, pre-set adjustments were applied by the Compensation Committee to exclude the impact of:
● | Foreign exchange gains and losses whether or not disclosed as described above, based on the variance of (i) the actual impact of FX EBIT to (ii) the FX EBIT amount included in the operating plan finalized within the first 90 days of the performance period |
Closed Sales is the total recurring fee revenue closed sales in the fiscal year. Closed sales represent an estimate of the expected recurring annual fee revenues for new client contracts that were signed by Broadridge in the current reporting period. Closed sales do not include event-driven or distribution activity. A sale is considered closed when the Company has received the signed client contract. The amount of the closed sale is an estimate of annual revenues based on client volumes or activity. The inherent variability of transaction volumes and activity levels can result in some variability of amounts reported as actual achieved closed sales. Consequently, an adjustment is made (either positive or negative) to the total recurring revenue closed sales amount that reflects changes to the actual products and services delivered to clients using trailing five years actual data as the starting point, normalized for outlying factors, if any, to enhance the accuracy of the allowance.
Compensation Adjusted Fee-Based Revenue are the Company’s total annual revenues, less distribution revenues (that primarily consist of postage-related fees) and the impact of foreign currency exchange on the Company’s revenues.
Compensation Adjusted EPS is defined as the Company’s GAAP EPS, as reported in the Company’s financial statements, adjusted to exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, and Acquisition and Integration Costs, as further adjusted to exclude the impact of the items specified by the Compensation Committee. In scoring the achievement of fiscal years 2022 and 2023 PRSUs, the Compensation Committee applied its pre-set adjustments to exclude the impact of:
● | Asset write-downs or gains |
● | Reorganization and restructuring programs to the extent they result in aggregate net gain, loss, charge or expense in excess of $11 million |
● | Foreign exchange gains and losses whether or not disclosed as described above, based on the variance of (i) the actual impact of FX EBIT to (ii) the FX EBIT amount included in the operating plan finalized within the first 90 days of the performance period |
● | Expenses related to mitigating the impact of the Covid-19 pandemic on our operations and/or associates such as non-recurring non-executive bonuses, safety and medical expenditures and facility costs |
94 | Broadridge | 2023 Proxy Statement |
Appendix – Non-GAAP Reconciliation Tables
Fiscal Years Ended June 30 | 2023 | 2022 | 2021 | 2020 | |||||||||||||
(Dollars in millions, except per share amounts) | |||||||||||||||||
OPERATING INCOME | |||||||||||||||||
Operating income (GAAP) | $ | 936 | $ | 760 | $ | 679 | $ | 625 | |||||||||
Adjustments: | |||||||||||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property | 214 | 250 | 154 | 123 | |||||||||||||
Acquisition and Integration Costs | 16 | 24 | 18 | 13 | |||||||||||||
IBM Private Cloud Charges | — | — | — | 32 | |||||||||||||
Restructuring Charges | 20 | — | — | — | |||||||||||||
Real Estate Realignment and Covid-19 Related Expenses(a) | — | 30 | 45 | 2 | |||||||||||||
Russia-Related Exit Costs(c) | 12 | 1 | — | — | |||||||||||||
Software Charge | — | — | 6 | — | |||||||||||||
Adjusted Operating income (Non-GAAP) | $ | 1,199 | $ | 1,066 | $ | 902 | $ | 795 | |||||||||
OPERATING INCOME MARGIN | |||||||||||||||||
Operating income margin (GAAP) | 15.4 | % | 13.3 | % | 13.6 | % | 13.8 | % | |||||||||
Adjustments: | |||||||||||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property | 3.5 | % | 4.4 | % | 3.1 | % | 2.7 | % | |||||||||
Acquisition and Integration Costs | 0.3 | % | 0.4 | % | 0.4 | % | 0.3 | % | |||||||||
IBM Private Cloud Charges | — | — | — | 0.7 | % | ||||||||||||
Restructuring Charges | 0.3 | % | — | — | — | ||||||||||||
Real Estate Realignment and Covid-19 Related Expenses(a) | — | 0.5 | % | 0.9 | % | 0.1 | % | ||||||||||
Russia-Related Exit Costs(c) | 0.2 | % | 0.0 | % | — | — | |||||||||||
Software Charge | — | — | 0.1 | % | — | ||||||||||||
Adjusted Operating income margin (Non-GAAP) | 19.8 | % | 18.7 | % | 18.1 | % | 17.5 | % | |||||||||
NET EARNINGS | |||||||||||||||||
Net earnings (GAAP) | $ | 631 | $ | 539 | $ | 548 | $ | 462 | |||||||||
Adjustments: | |||||||||||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property | 214 | 250 | 154 | 123 | |||||||||||||
Acquisition and Integration Costs | 16 | 24 | 18 | 13 | |||||||||||||
IBM Private Cloud Charges | — | — | — | 32 | |||||||||||||
Restructuring Charges | 20 | — | — | — | |||||||||||||
Real Estate Realignment and Covid-19 Related Expenses(a) | — | 30 | 45 | 2 | |||||||||||||
Russia-Related Exit Costs(c) | 11 | 1 | — | — | |||||||||||||
Software Charges | — | — | 6 | — | |||||||||||||
Investment Gains | — | (14 | ) | (9 | ) | — | |||||||||||
Gain on Acquisition-Related Financial Instrument | — | — | (62 | ) | — | ||||||||||||
Gain On Sale of a Joint Venture Investment | — | — | — | (6 | ) | ||||||||||||
Subtotal of adjustments | 262 | 292 | 152 | 163 | |||||||||||||
Tax impact of adjustments(d) | (57 | ) | (66 | ) | (33 | ) | (37 | ) | |||||||||
Adjusted Net earnings (Non-GAAP) | $ | 835 | $ | 766 | $ | 667 | $ | 588 |
2023 Proxy Statement | Broadridge | 95 |
Appendix – Non-GAAP Reconciliation Tables
Fiscal Years Ended June 30 | 2023 | 2022 | 2021 | 2020 | |||||||||||||
DILUTED EARNINGS PER SHARE | |||||||||||||||||
Diluted earnings per share (GAAP) | $ | 5.30 | $ | 4.55 | $ | 4.65 | $ | 3.95 | |||||||||
Adjustments: | |||||||||||||||||
Amortization of Acquired Intangibles and Purchased Intellectual Property | 1.80 | 2.11 | 1.30 | 1.05 | |||||||||||||
Acquisition and Integration Costs | 0.13 | 0.21 | 0.15 | 0.11 | |||||||||||||
IBM Private Cloud Charges | — | — | — | 0.27 | |||||||||||||
Restructuring Charges | 0.17 | — | — | — | |||||||||||||
Real Estate Realignment and Covid-19 Related Expenses(b) | — | 0.26 | 0.38 | 0.02 | |||||||||||||
Russia-Related Exit Costs | 0.09 | 0.01 | — | — | |||||||||||||
Software Charge | — | — | 0.05 | — | |||||||||||||
Investment Gains | — | (0.12 | ) | (0.07 | ) | — | |||||||||||
Gain on Acquisition-Related Financial instrument | — | — | (0.53 | ) | — | ||||||||||||
Gain on Sale of Joint Venture Investment | — | — | — | (0.06 | ) | ||||||||||||
Subtotal of adjustments | 2.20 | 2.47 | 1.29 | 1.40 | |||||||||||||
Tax impact of adjustments(d) | (0.48 | ) | (0.55 | ) | (0.28 | ) | (0.32 | ) | |||||||||
Adjusted earnings per share (Non-GAAP) | $ | 7.01 | $ | 6.46 | $ | 5.66 | $ | 5.03 |
Note: Amounts may not sum due to rounding.
(a) | Real Estate Realignment Expenses were $23.0 million, $29.6 million, and $0.0 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Covid-19 Related Expenses were $7.5 million, $15.7 million and $2.4 million for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. |
(b) | Real Estate Realignment Expenses impacted Adjusted earnings per share by $0.19, $0.25, and $0.00 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Covid-19 Related Expenses impacted Adjusted earnings per share by $0.06, $0.13 and $0.02 for the fiscal years ended June 30, 2022, 2021, and 2020, respectively. |
(c) | Russia-Related Exit Costs were $10.9 million and $1.4 million for the fiscal years ended June 30, 2023 and June 30, 2022, comprised of $12.1 million of operating expenses, offset by a gain of $1.2 million in non-operating income for the fiscal year ended June 30, 2023, and $1.4 million of operating expenses for the fiscal year ended June 30, 2022. |
(d) | Calculated using the GAAP effective tax rate, adjusted to exclude $10.4 million, $18.1 million, $16.9 million and $15.6 million of excess tax benefits associated with stock-based compensation for the fiscal years ended June 30, 2023, 2022, 2021 and 2020, respectively. The tax impact of adjustments also excludes approximately $10.6 million of Acquisition and Integration Costs for the fiscal year ended June 30, 2021, which are not tax-deductible. For purposes of calculating the Adjusted earnings per share, the same adjustments were made on a per share basis. |
96 | Broadridge | 2023 Proxy Statement |
Appendix – Non-GAAP Reconciliation Tables
Fiscal Year Ended June 30, 2023 | ||||||||||||||||
Investor Communication Solutions | Regulatory | Data-Driven Fund Solutions | Issuer | Customer Communications | Total | |||||||||||
Recurring revenue growth (GAAP) | 6 | % | 11 | % | 12 | % | 9 | % | 8 | % | ||||||
Impact of foreign currency exchange | — | % | 1 | % | — | % | — | % | — | % | ||||||
Recurring revenue growth constant currency (Non-GAAP) | 7 | % | 12 | % | 13 | % | 10 | % | 9 | % |
Fiscal Year Ended June 30, 2023 | ||||||||||
Global Technology and Operations | Capital Markets | Wealth and Investment Management | Total | |||||||
Recurring revenue growth (GAAP) | 7 | % | 2 | % | 5 | % | ||||
Impact of foreign currency exchange | 4 | % | 2 | % | 3 | % | ||||
Recurring revenue growth constant currency (Non-GAAP) | 11 | % | 4 | % | 8 | % |
Fiscal Year Ended June 30, 2023 | |||
Consolidated | Total | ||
Recurring revenue growth (GAAP) | 7% | ||
Impact of foreign currency exchange | 1% | ||
Recurring revenue growth constant currency (Non-GAAP) | 9% |
2023 Proxy Statement | Broadridge | 97 |