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: | |||
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| 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) | |
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| (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:
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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 | |||
| 16 | Broadridge | 2023 Proxy Statement |
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 | |||
| 18 | Broadridge | 2023 Proxy Statement |
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.
| 22 | Broadridge | 2023 Proxy Statement |
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
