Broadridge Financial Solutions, Inc.
Shareholder Annual Meeting in a DEF 14A on 10/05/2021   Download
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dear Stockholders,
Our fiscal year 2021 results demonstrate how well-positioned Broadridge is to take advantage of increased investor participation, the growing need to digitize and mutualize financial services, and the power of data and network value. I have never been more optimistic about Broadridge's long-term growth prospects. We delivered strong fiscal year 2021 financial results, including double-digit top- and bottom-line growth. That growth, combined with our ongoing investments, show that our team is executing against the clear plan we shared at our Investor Day last December to continue to scale Broadridge as a global Fintech leader. At our 2021 Annual Meeting, I will report on our fiscal year 2021 financial performance, and the members of the Board and I will also answer questions from our stockholders.
In June, Melvin Flowers joined our Board as an independent director. Melvin brings expertise in the technology industry to the Board, having spent 16 years at Microsoft Corp., where he oversaw the internal audit and enterprise risk management teams. In addition, Annette Nazareth was appointed to the Board in August as an independent director. Annette is Senior Counsel at Davis Polk & Wardwell, having previously been a partner in their Washington, D.C. office. Annette is a former SEC Commissioner and has extensive experience in financial markets regulation. Our Board members’ diverse backgrounds and expertise enables them to provide Broadridge with sound judgment and guidance across a wide set of key financial, technology, governance and regulatory topics.
The Chair of our Compensation Committee, Alan Weber, will retire from the Board effective as of the 2021 Annual Meeting. Alan has been a member of our Board since we became a public company in 2007. We thank him for his many years of exemplary service.
Whether or not you plan to attend the 2021 Annual Meeting, please read our 2021 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2021 Annual Report to Stockholders contains information about our financial performance.
Please provide your voting instructions by telephone or the Internet, or by returning a proxy card or voting instruction form. Your vote is important to us and our business and we strongly urge you to cast your vote.
I look forward to our annual meeting, and I hope you will join us to hear more about Broadridge.
Sincerely,

Timothy C. Gokey
Chief Executive Officer
October 5, 2021

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Notice of Annual Meeting of Stockholders
You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc. Our 2021 Annual Meeting will be held on Thursday, November 18, 2021, at 9:00 a.m. Eastern Time.
You can attend the 2021 Annual Meeting online, vote your shares, and submit questions during the meeting by visiting virtualshareholdermeeting.com/BR21. Be sure to have the Control Number we have provided to you to join the meeting.
At the meeting, stockholders will be asked to vote on the following:
Election of the 11 nominees listed in this Proxy Statement to the Board of Directors to serve until the 2022 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
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2022
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 23, 2021, are entitled to vote at the 2021 Annual Meeting.
We began distributing a Notice of Internet Availability of Proxy Materials, the 2021 Proxy Statement, the 2021 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on October 5, 2021.
 
By Order of the Board of Directors,
 

 
Maria Allen
Secretary
October 5, 2021

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Broadridge 2021 Proxy Statement 
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Proxy Statement for Annual Meeting of Stockholders
This Proxy Statement is furnished to the stockholders of Broadridge Financial Solutions, Inc. (the “Company” or “Broadridge”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use at the 2021 Annual Meeting of Stockholders of the Company (the “2021 Annual Meeting” or the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
Annual Meeting of Stockholders
Time and Date
9:00 a.m. Eastern Time, November 18, 2021
Attend Virtual Meeting
virtualshareholdermeeting.com/BR21
Record Date
September 23, 2021
Voting
Stockholders as of the Record Date are entitled to vote. Each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) is entitled to one vote for each director nominee and one vote for each of the other proposals. There is no cumulative voting.
The Annual Meeting will be a completely virtual meeting. You can attend online, vote, and submit questions during the Annual Meeting by visiting virtualshareholdermeeting.com/BR21.
Voting Information
We hope you will exercise your rights and fully participate as a stockholder. It is very important that you vote to play a part in the future of our Company. You do not need to attend the Annual Meeting to vote your shares.
If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting (except on the ratification of the appointment of our independent registered public accountants for fiscal year 2022), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares by telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting.The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation with respect to each proposal.
PROPOSALS
MORE
INFORMATION
BOARD’S
RECOMMENDATION
BROKER
DISCRETIONARY
VOTING ALLOWED?
ABSTENTIONS
AND BROKER
NON-VOTES
VOTES REQUIRED
FOR APPROVAL
PROPOSAL 1
Election of Directors
Page 13
FOR Each
Nominee
No
Do not count
for all three
proposals (no
effect)
Majority of
votes cast
required for
each proposal
PROPOSAL 2
Advisory Vote to Approve the Compensation of our Named Executive Officers
Page 50
FOR
No
PROPOSAL 3
Ratification of Appointment of Independent Registered Public Accountants for Fiscal Year 2022
Page 94
FOR
Yes
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Vote Right Away
Advance Voting Methods and Deadlines
Even if you plan to attend our virtual Annual Meeting, please read this Proxy Statement with care and vote right away using one of the following methods.
BY INTERNET USING YOUR COMPUTER
OR MOBILE DEVICE
BY TELEPHONE
BY INTERNET USING YOUR TABLET OR SMARTPHONE
IF YOU RECEIVED YOUR PROXY MATERIALS BY MAIL, BY MAILING YOUR PROXY CARD




Registered Owners Visit 24/7 proxyvote.com/BR
Registered Owners in the U.S. or Canada dial toll-free 24/7 1-800-690-6903
Scan this QR code 24/7 to vote with your mobile device (may require free software)
Cast your ballot, sign your proxy card and send by free post
You will need the Control Number included on your proxy card, voting
instruction form or Notice of Internet Availability of Proxy Materials.
The telephone and Internet voting facilities will close at 11:59 p.m. Eastern Time on November 17, 2021.
If your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the Internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.
Voting During the Annual Meeting
You may also vote during the virtual Annual Meeting by visiting virtualshareholdermeeting.com/BR21 and following the instructions. You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
Questions and Answers About the Annual Meeting and Voting
Please see the section entitled “About the Annual Meeting and These Proxy Materials” beginning on page 98 for answers to common questions on the rules and procedures about the proxy and annual meeting process.
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Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
Information about our Board Nominees (page 18)
The following table provides summary information about each Board nominee. Each director stands for election annually. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 18 of this Proxy Statement.
 DIRECTOR
PRIMARY OCCUPATION
COMMITTEE
MEMBERSHIPS
DIRECTOR
SINCE

Leslie A. Brun
Chairman and
Chief Executive Officer,
SARR Group, LLC
Lead Independent Director
2007

Pamela L. Carter
Retired President,
Cummins Distribution Business,
division of Cummins Inc.
Audit—Chair
Governance and Nominating
2017

Richard J. Daly
Executive Chairman, Broadridge
2007

Robert N. Duelks
Former Executive, Accenture plc
Audit
Governance and
Nominating—Chair
2009

Melvin L. Flowers
Former Executive, Microsoft Corp.
Audit
2021

Timothy C. Gokey
Chief Executive Officer, Broadridge
2019

Brett A. Keller
Chief Executive Officer, priceline.com LLC
Audit
Compensation
2015

Maura A. Markus
Former President and
Chief Operating Officer,
Bank of the West
Audit
Compensation
2013

Annette L. Nazareth
Senior Counsel, Davis Polk & Wardwell
Audit
Compensation
2021

Thomas J. Perna
Chairman of the Board of Trustees, Amundi Pioneer Mutual Fund Group
Audit
Governance and Nominating
2009

Amit K. Zavery
Vice President and Head of Platform for Google Cloud, Google, LLC
Audit
2019
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Proxy Statement Summary
Board Nominee Information Matrix
Our Board strives to maintain a highly independent, balanced and diverse group of directors that collectively possess the expertise to ensure effective oversight and be responsible stewards of our stockholders' interests.

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Proxy Statement Summary
Our Corporate Governance Policies Reflect Best Practices (page 32)
The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.
The following table summarizes certain corporate governance practices and facts:
Board of Directors
 Strong Independent Board Leadership
 
 Majority Independent Directors—9 of the 11 Director Nominees are
Independent
 
 Annual Election of Directors by Majority of Votes Cast
 
Directors Required to Offer to Resign if Do Not Receive Majority of
Votes Cast
 
 Robust Stock Ownership Guidelines and Holding Period Requirements
 
 Annual Board and Committee Evaluation Process
 
 Mandatory Retirement Age of 72
 
 Annual Board Compensation Limits
 
 Audit Committee Members Cannot Serve on More Than Three Public
Company Audit Committees
 
Directors Expected to Attend the Annual Meeting of Stockholders
 
 Lead Independent Director Available to Major Stockholders
Stockholder Rights
 Proxy Access By-law Provision
 
 No Poison Pill
 
 Stockholders Owning 20% of the Voting Power of Outstanding Shares of Common Stock are able to Call Special Meeting
Executive Compensation
 Annual Say on Pay Stockholder Vote
 
 Comprehensive Clawback Policy (“Clawback Policy”) Applicable in
Circumstances Beyond Financial Restatements
 
 Prohibition on Hedging, Pledging and Short Sales of our Securities
 
 Double-trigger Change in Control Plan Requires Termination Following
Change in Control (“CIC”)
 
 No Repricing of or Discount Stock Options
 
 No Dividends or Dividend Equivalents on Unvested Equity Awards
 
 Robust Stock Ownership Guidelines as well as Stock Retention and
Holding Period Requirements
 
 Significant Portion of Named Executive Officers’ Target Total Direct
Compensation (“TDC”) is Performance Based
 
Officer Bonus Strategic and Leadership Goals include a Diversity, Equity
and Inclusion Component
 
 No Excise Tax Gross-ups
 
 Restrictive Covenant Agreements
 
 Modest Perquisites
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Proxy Statement Summary
Sustainability (page 41)
In line with our focus on the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value, our sustainability framework incorporates a strong emphasis on effective corporate governance, high associate engagement and a sustainable environment. While our solutions facilitate effective corporate governance for all companies, our strong corporate governance practices and policies foster a culture of integrity, managing a better performing, resilient and sustainable business and achieving long-term shareholder value.
We have significantly increased our attention on diversity, equity and inclusion initiatives and will continue our flexible work arrangements through our Connected Workplace model. This model is grounded in the concepts of Flexible, Accountable, Connected, and Supported, with a balance of on-site and off-site work.
We promote a sustainable environment through efficient business initiatives and alternatives that benefit our clients, associates, and other stakeholders. We support our clients’ emissions reductions by driving digitization of communication and reducing paper mailing materials. Broadridge has eliminated more than 80% of the paper communications sent on behalf of corporate issuers and mutual funds. We reduce our own emissions through sustainable consumption and production in our facilities, corporate energy efficiency programs, and streamlining of operations. We achieved an absolute Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions reduction of 24.2% from 2013 to 2019, with a goal of a 15% reduction from 2019 to 2025.
The safety and well-being of our associates and our ability to fulfill our client service commitments are our highest priorities. After addressing the initial surge of the Covid-19 pandemic, we are now focused on running our business effectively in the new work from home paradigm while preparing for the future. We have invested in building business resiliency. We also designed a flexible Connected Workplace model largely based on feedback received from associate surveys and focus groups. Insights from these efforts have informed the way Broadridge has supported associates during the global crisis and the way we are envisioning the future of our Connected Workplace. These efforts resulted in an increase of 8% in our associate engagement scores on a strong base, with over 80% saying Broadridge is a great place to work. We developed policies to protect associates from any financial hardship associated with quarantines or contact tracing, actively promoted vaccination by providing paid time off to get vaccinated and offered Covid-19 vaccines in our on-site medical clinic in Long Island, New York. Because of the increases in rates of infection in India this year, we have taken steps to support our Indian associates by providing cash advances, introduced a new leave of absence policy, created dedicated support groups and counseling hotlines, and partnered with a leading healthcare provider to provide isolation packages to infected associates.
Our Sustainability Report and information on our environmental, social and governance (“ESG”) efforts are available on our website at broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of this Proxy Statement.
Select Performance Highlights (page 54)
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, 2021 (the “2021 Form 10-K”).
In fiscal year 2021, we achieved another year of strong financial performance, including 10% Recurring fee revenue growth, 13% Non-GAAP Adjusted Earnings per share (“EPS”) growth, Non-GAAP Adjusted Operating income margin growth of 60 basis points to 18.1%, and record Closed sales results.
These strong financial results enabled the Company to generate annualized total shareholder return of 22% for the five-year period ended June 30, 2021, exceeding the 18% average return of companies in the S&P 500® Index (“S&P 500”) over the same period. Our total return is calculated as the annualized rate of return reflecting our Common Stock price appreciation with dividends reinvested, compounded over a period of 365 days across the five-year period.
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Proxy Statement Summary
Disciplined stewardship of our capital remains a key focus for Broadridge, and we continued to pursue a balanced, long-term approach in fiscal year 2021. We generated free cash flow of $557 million in fiscal year 2021, and we utilized this cash to invest in our growth and to return capital to our stockholders in the form of a growing dividend.
The Board increased the annual dividend amount declared by 6% during fiscal year 2021. Also, the Board increased our annual dividend amount for fiscal year 2022 by 11% to $2.56 per share. Broadridge has increased its annual dividend every year since we became a public company, and we have announced double-digit increases in 9 of the past 10 years, highlighting our commitment to delivering long-term shareholder returns.
Company Performance Snapshot



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Proxy Statement Summary
Acquisitions are an important part of our overall strategy and a critical part of our capital allocation strategy. During fiscal year 2021, we invested over $2.6 billion on acquisitions that will further strengthen and grow our capabilities across our Governance, Capital Markets, and Wealth and Investment Management businesses. The most significant acquisition we closed during the year is the May 2021 acquisition of Itiviti Holding AB (“Itiviti”) for a total purchase price of approximately $2.6 billion. Itiviti significantly strengthens our Capital Markets business by extending our capabilities into the front office and deepening our multi-asset class solutions. Itiviti's well-developed footprint outside North America will strengthen our ability to serve our global clients.


   
Majority of Compensation of Named Executive Officers is Performance Based (page 60)
The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements and a majority of the target compensation of the Company’s executive officers listed in “Summary Compensation” on page 76 of this Proxy Statement (“Named Executive Officers” or “NEOs”) is performance based, with the objective of balancing short- and long-term decision making in support of our business objectives.
Executive Total Target Compensation Mix


(1)
Other NEO target total direct compensation is an average of the annualized total compensation of Mr. Reese, Mr. Perry, Mr. Schifellite, Mr. Amsterdam, Mr. Connor, and Mr. Young.
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Proxy Statement Summary
Pay is Aligned to Company Performance (page 50)
Broadridge’s compensation programs are designed to align the interests of our executives with the interests of our stockholders. For this reason, the mix of compensation elements for the Named Executive Officers, and particularly for the Chief Executive Officer (“CEO”), is heavily weighted towards long-term variable, performance-based compensation.
Broadridge demonstrated another year of strong growth in fiscal year 2021. In line with the Company’s above target overall financial performance in fiscal year 2021, the annual cash incentive payments for the Named Executive Officers ranged from 119% to 126% of their targets. In addition, because of our strong EPS performance in fiscal years 2020 and 2021, performance-based restricted stock unit (“PRSU”) awards were earned at 110% of their target amounts.
Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Named Executive Officers (the “Say on Pay Vote”). At the 2020 annual meeting of stockholders (the “2020 Annual Meeting”), stockholders continued their strong support of our executive compensation program with approximately 95% of the votes cast in favor of the proposal.

Based on the outcome of the annual Say on Pay Vote, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay-for-performance design of our executive compensation program for fiscal year 2021. There was one change made to the fiscal year 2021 officer bonus plan due to the challenges presented by the Covid-19 pandemic and related economic uncertainty. The officer bonus financial goals were simplified to be based solely on EPS growth. This was done to more closely align management with the interests of our stockholders during this period. We intend to return to using multiple financial metrics in the fiscal year 2022 officer bonus plan.


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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 2021 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 2020 Annual Meeting, except Mr. Flowers and Ms. Nazareth who were appointed to the Board in 2021.
Directors are elected annually by a majority of the votes cast at the annual meetings of stockholders. In an uncontested election, any incumbent director who fails to receive a majority of the votes cast is required to promptly submit an offer to resign from the Board. The Governance and Nominating Committee will recommend to the Board whether to accept or reject the director's offer to resign. The Board will act on the offer to resign within 90 days from the date of the certification of election results.
Director Nomination Process
When seeking candidates as Board members, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management or stockholders. The Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the provisions of the Company's Amended and Restated By-laws (the “By-laws”) requiring that stockholder submissions be submitted to the Company's Secretary at 5 Dakota Drive, Lake Success, New York 11042 or emailing our Secretary at CorporateSecretary@broadridge.com, in a timely manner and include the information called for in the By-laws concerning (a) the potential nominee, and (b) the person proposing the nomination. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee.
The By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent of our Common Stock for at least three years may nominate and include 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.
The Board's membership criteria and nomination procedures are set forth in our Corporate Governance Principles. The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is eight to 12 directors.
From time to time, the Governance and Nominating Committee may retain a search firm to assist the Company with identifying and evaluating Board candidates who have the backgrounds, skills and experience that the Governance and Nominating Committee has identified as desired in director candidates.
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.
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Proposal 1—Election of Directors
In June 2021, the size of the Board was increased to 11 directors and the Board appointed Melvin L. Flowers to fill the vacancy. Mr. Flowers was identified by a third-party search firm. The search firm presented candidates to the Chair of the Committee, Mr. Duelks. Mr. Flowers was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that he met the qualifications for Board service as an independent director and audit committee financial expert, and that his extensive technology and risk management expertise would be a valuable addition to the Board. His appointment was recommended by the Governance and Nominating Committee to the full Board for its review and approval.
In August 2021, the size of the Board was increased to 12 directors and the Board appointed Annette L. Nazareth to fill the vacancy. Ms. Nazareth was identified as a potential Board member by our Executive Chairman, Mr. Daly, and our Lead Independent Director, Mr. Brun. Ms. Nazareth was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that she met the qualifications for Board service as an independent director and audit committee financial expert, and that her extensive regulatory and financial markets expertise would be a valuable addition to the Board. Her appointment was recommended by the Governance and Nominating Committee to the full Board for its review and approval.
Nominee Qualifications
Under the Company's Corporate Governance Principles, a majority of the Board must be comprised of directors who are independent based on the applicable rules of the New York Stock Exchange (the “NYSE”) and the Securities and Exchange Commission (the “SEC”). The NYSE rules provide that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE's Listed Company Manual (the “NYSE Listing Standards”).
On August 10, 2021, the Board reviewed each director's relationship with us and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under the NYSE Listing Standards. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our CEO and our Executive Chairman, respectively.
The Board and Governance and Nominating Committee consider the following factors and principles in evaluating and selecting director nominees:
RELEVANT EXPERIENCE: The Board should include individuals with experience in areas relevant to the strategy and operations of the Company's businesses such as technology services, or industries that Broadridge serves such as banking and financial services
HIGH-LEVEL MANAGERIAL EXPERIENCE: Directors should have established strong professional reputations and experience in positions with a high degree of responsibility or be leaders in the companies or institutions with which they are affiliated
CHARACTER AND INTEGRITY: Directors should be individuals with a reputation for integrity and with sufficient time available to devote to the affairs of the Company in order to carry out their responsibilities
DIVERSE BACKGROUND: The Board should have a diverse composition, which could include members with diverse backgrounds and perspectives, including diverse professions, race, culture, ethnicity, gender and sexual orientation
SKILLS COMPLEMENT EXISTING BOARD EXPERTISE: The interplay of a nominee's background and expertise with that of other Board members and the extent to which a candidate may make contributions to the Board or a committee should be considered
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Proposal 1—Election of Directors
Board Nominee Information Matrix
The following matrix provides information regarding our Board nominees including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board believes are relevant to our business and industry. While our Governance and Nominating Committee considers the knowledge, skills, experiences and attributes listed below in the director nomination process, the matrix does not encompass all of the knowledge, skills, experiences or attributes of our Board nominees, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a Board nominee does not possess it. In addition, our Governance and Nominating Committee retains the right to modify such knowledge, skills, experiences and attributes it considers in the Board nomination process from time to time as it deems appropriate.


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Proposal 1—Election of Directors
Knowledge, Skills and Experience

Independence: “Independent” pursuant to the applicable rules of the NYSE and the SEC.

Other Public Company Board: Experience is important in understanding the various and complex reporting responsibilities of public reporting companies and understanding corporate governance trends and commonly faced issues of public companies.

Financial Services: Experience assists our directors in understanding and reviewing our business and strategy and providing insight into our financial services clients.

Technology: Experience is important in understanding our business and strategy and providing insight into the needs of our clients and target markets.

Financial Expertise/Literacy: Experience assists our directors in understanding, monitoring and overseeing our financial reporting and internal controls and understanding our operating and strategic performance.

Sales/Marketing: Experience is important in understanding our business and strategy and relevant in identifying and developing the markets for our products and services.


International Business: Experience operating in a global context by managing international enterprises, residence abroad, and studying other cultures enables oversight of how the Company navigates a global marketplace, and helps the Board understand diverse business environments, economic conditions and cultures and assess global business opportunities.

Corporate Governance: Experience supports our goals of strong Board and management accountability, transparency, protection of stockholder interests and provides insight into developing practices consistent with our commitment to excellence in corporate governance.

Legal/Regulatory/Government: Experience assists our directors in understanding and reviewing the context in which our services are provided and supports our Board’s oversight of our regulated businesses.

Associations/Public Policy: Experience supports our Board’s oversight in analyzing public policy and regulation relevant to the Company’s business and operations.

Risk Management: Experience with risk management of large organization supports the Board’s oversight of risks pertaining to the Company.
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Proposal 1—Election of Directors





Race or Ethnicity: Mr. Brun, Ms. Carter, Mr. Flowers and Mr. Zavery self-identify as racially or ethnically diverse. Mr. Brun, Ms. Carter and Mr. Flowers identify as Black/African American, and Mr. Zavery identifies as Indian/South Asian.
Each of the director nominees for election at the 2021 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. In these positions, they have gained experience in core business skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, and marketing. This experience enables them to provide sound judgment concerning the issues facing a large public corporation in today’s environment, provide oversight of these areas at the Company and evaluate our performance.
The Corporate Governance Principles provide that the Board takes diversity into account in determining the Company's slate of nominees. In keeping with this commitment to diversity, six of our 11 director nominees are women or racially or ethnically diverse individuals.
The Governance and Nominating Committee and the Board have evaluated each of the director nominees against the factors and principles used to select director nominees. Based on this evaluation, they have concluded that it is in the best interests of the Company and its stockholders for each of the proposed director nominees on pages 18-28 below to continue to serve as a director of the Company.
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Proposal 1—Election of Directors
Information About the Nominees

Leslie A. Brun
Age 69, has been our Lead Independent Director since 2019, and a member of our Board since 2007. Mr. Brun served as our Chairman of the Board from 2011 to 2019.

Lead Independent Director
Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. In February 2021, he co-founded and currently serves as Chairman and Chief Executive Officer of Ariel Alternatives, LLC, a private asset management firm which invests in mid-market scalable businesses that are or will become Black and Latinx owned. He is also Senior Advisor to G100 and World 50 peer-to-peer communities for current and former senior executives and directors from some of the world’s largest companies. From 2011 to 2013, he was a Managing Director at CCMP Capital, a global private equity firm. Previously, from 1991 to 2005, Mr. Brun served as founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm. From 1988 to 1990, he served as co-founder and Managing Director of the investment banking group of Fidelity Bank. Mr. Brun is a former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania.

Specific Experience, Qualifications, Attributes or Skills:
• Extensive finance, management, and financial advisory experience
• Operating, executive and management experience, including as chief executive officer of an investment holding company and an asset management firm
• Financial expertise and financial literacy
• Financial services and technology industry experience and knowledge
• International business experience
• Corporate governance experience

Other Public Company Directorships:
Current
• CDK Global, Inc., Non-Executive Chairman (since 2014)
• Corning, Inc., Director (since 2018)
Former
• Merck & Co., Inc.
- Director (2008-2021)
- Lead Independent Director (2014-2021)
• Automatic Data Processing, Inc. (“ADP”)
- Director (2003-2015)
- Chairman of the Board of Directors (2007-2015)
• Hewlett Packard Enterprise Company, Director (2015-2018)
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Proposal 1—Election of Directors

Pamela L. Carter
Age 72, is the Chair of the Audit Committee and a member of the Governance and Nominating Committee. Ms. Carter has been a member of our Board since 2017.

Independent Director
Ms. Carter is the retired President of Cummins Distribution Business, a division of Cummins Inc., a global manufacturer of diesel engines and related technologies. She assumed that role in 2008 and served in that position until she retired in 2015. She previously served as President—Cummins Filtration, then as Vice President and General Manager of Europe, Middle East and Africa business and operations for Cummins Inc. since 1999. Ms. Carter served as Vice President and General Counsel of Cummins Inc. from 1997 to 1999. Prior to joining Cummins Inc., she served as the Attorney General for the State of Indiana from 1993 to 1997. In 2010, Ms. Carter was appointed to the Export-Import Bank of the U.S. Sub-Saharan Africa Advisory Council. Ms. Carter is a National Board member of Teach for America and has been a Board Member and the Board Treasurer of the Sycamore Institute since 2019. Ms. Carter has served as the Chair of the Nashville Symphony since 2020.


Specific Experience, Qualifications, Attributes or Skills:
• Extensive global management, operational and executive experience
• Financial expertise and financial literacy
• Technology industry experience
• International business experience
• Corporate governance experience
• Legal/regulatory/government experience
• Risk management experience
• Association/public policy experience

Other Public Company Directorships:
Current
• Enbridge Inc., Director (since 2017)
• Hewlett Packard Enterprise Company, Director (since 2015)
Former
• Spectra Energy Corp., Director (2007-2017)
• CSX Corp., Director (2010-2020)
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Proposal 1—Election of Directors

Richard J. Daly
Age 68, has been our Executive Chairman since 2019, and a member of our Board since 2007.

Management
Mr. Daly served as our CEO from 2007 to 2019, and as our President from 2014 to 2017. Prior to the 2007 spin-off of Broadridge from ADP, Mr. Daly served as Group President of the Brokerage Services Group of ADP (“BSG”), as a member of the Executive Committee and a Corporate Officer of ADP since June 1996. In his role as President at ADP, he shared the responsibility of running BSG and was directly responsible for our ICS business, Broadridge's largest business. Mr. Daly joined ADP in 1989, as Senior Vice President of BSG, following ADP's acquisition of the proxy services business he founded. He is a member of the Advisory Board of the National Association of Corporate Directors (“NACD”), and Chairman of the Board of Directors of the Securities Industry and Financial Markets Association (“SIFMA”) Foundation. Mr. Daly has been recognized as an NACD Directorship 100 Governance Professional.


Specific Experience, Qualifications, Attributes or Skills:
• Former CEO experience brings unique perspective and insights into the Company, including its businesses, relationships, competitive, financial and regulatory positioning, senior leadership and strategic opportunities and challenges
• Founder of the ICS business
• Extensive financial services and technology industry experience and knowledge
• Financial expertise and financial literacy
• Sales and marketing experience
• International business experience
• Corporate governance experience
• Legal/regulatory/government experience


Other Public Company Directorships:
Former
• The ADT Corporation, Director (2014-2016)
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Proposal 1—Election of Directors

Robert N. Duelks
Age 66, is the Chair of the Governance and Nominating Committee and a member of the Audit Committee. Mr. Duelks has been a member of our Board since 2009.

Independent Director
Mr. Duelks is NACD Directorship Certified. He is a former executive of Accenture plc, having served for 27 years in various capacities until his retirement in 2006. Throughout his tenure at Accenture, Mr. Duelks held multiple roles and had responsibilities, including and ranging from local client service, regional operations management to management of global offerings. While at Accenture, he served on multiple leadership committees, including the Board of Partners, the Management Committee and the Executive and Operating Committee for the Global Financial Services Operating Group. Mr. Duelks served as an advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products from 2010 through 2021. He is the former Chairman and a current Emeritus Trustee of the Board of Trustees of Gettysburg College, and he previously served as a member of the Advisory Board for the Business School at Rutgers University.


Specific Experience, Qualifications, Attributes or Skills:
• Extensive experience in the management and operation of a technology and
consulting services business
• Financial services and technology industry experience and knowledge
• Financial expertise and financial literacy
• Corporate governance experience
• Extensive experience in global sales and marketing
• International business experience
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Proposal 1—Election of Directors

Melvin L. Flowers
Age 68, is a member of the Audit Committee. Mr. Flowers was appointed to the Board in June 2021.

Independent Director
Mr. Flowers was the Corporate Vice President of Internal Audit and Enterprise Risk Management at Microsoft Corp. (“Microsoft”), where he worked for over 16 years, overseeing the Internal Audit Department, Enterprise Risk Management team and Financial Integrity Unit. Prior to that, he served as the Senior Controller for the Mobile and Embedded Devices business, responsible for accounting, management reporting, and internal controls and compliance. Prior to Microsoft, he served as the Chief Financial Officer of Novatel Wireless (“Novatel”), a NASDAQ-listed Internet of Things solutions provider to the telematics market. Before Novatel, he worked as Chief Financial Officer throughout the 1990s at several public and private companies. Mr. Flowers is currently a member of the Board of Trustees of Seattle University where he serves as Chairman of the Audit Committee.


Specific Experience, Qualifications, Attributes or Skills:
• Operating, executive and management experience at a major global company
• Technology industry experience
• Audit Committee Financial Expert
• Risk management expertise
• International business experience
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Proposal 1—Election of Directors

Timothy C. Gokey
Age 60, is our CEO and has been a member of our Board since 2019.

Management
Mr. Gokey has been our CEO and a member of our Board since 2019. Mr. Gokey served as the President of Broadridge from 2017 to 2020. From 2012 to 2019, he served as Broadridge's Chief Operating Officer with responsibility for all Broadridge business units, technology, and India operations. Mr. Gokey joined Broadridge in 2010, as Chief Corporate Development Officer. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block. Previously, he was a partner at McKinsey & Company, a global consulting firm, where he led McKinsey's North American Financial Services Sales and Marketing Practice. Mr. Gokey is a member of the board of directors of C.H. Robinson, a leading global technology-based logistics provider, and a member of the board of directors of the Partnership for New York City. He has also served on the Vestry of St. John's Episcopal Church, Cold Spring Harbor, New York. Mr. Gokey has been recognized as an NACD Directorship 100 Governance Professional.


Specific Experience, Qualifications, Attributes or Skills:
• CEO's unique perspective and insights into the Company, including its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges
• Operating, executive and management experience at a major global company
• Financial services and technology industry experience and knowledge
• Financial expertise and financial literacy
• Corporate governance expertise
• Sales and marketing experience
• International business experience


Other Public Company Directorships:
Current
• C.H. Robinson Worldwide, Inc., Director (since 2017)
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Proposal 1—Election of Directors

Brett A. Keller
Age 53, is a member of the Audit Committee and the Compensation Committee. Mr. Keller has been a member of our Board since 2015.

Independent Director
Mr. Keller is the Chief Executive Officer of priceline.com LLC (“priceline.com”), a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., a position he has held since 2016. Prior to his appointment as Chief Executive Officer, he served as priceline.com's Chief Operating Officer in 2016, and as its Chief Marketing Officer from 2002 to 2015. Mr. Keller joined priceline.com in 1999 and has played a central role in the company's evolution. As Chief Operating Officer, he was responsible for all marketing, technology, and product development areas of the business. As Chief Marketing Officer, he oversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives for priceline.com. Prior to joining priceline.com, Mr. Keller served as a director of online travel services for Cendant, a consumer services holding company. Mr. Keller sits on the National Advisory Council for the Marriott School of Management at Brigham Young University.


Specific Experience, Qualifications, Attributes or Skills:
• Operating, executive and management experience as a chief executive officer and chief operating officer
• Extensive experience in global consumer marketing and sales, including branding, communications, online merchandising, and scaled consumer acquisition
• Digital and technology industry knowledge, including significant management of search engine marketing, social media, affiliate, user interface and user experience design development, big data, and programmatic disciplines
• Financial expertise and financial literacy
• International business experience
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Proposal 1—Election of Directors

Maura A. Markus
Age 64, is a member of the Audit Committee and the Compensation Committee. Ms. Markus has been a member of our Board since 2013.

Independent Director
Ms. Markus is the former President and Chief Operating Officer of Bank of the West, a role she held from 2010 through 2014. She is also a former member of the Board of Directors of Bank of the West and BancWest Corporation, and the Bank's Executive Management Committee. Before joining Bank of the West, Ms. Markus was a 22-year veteran of Citigroup, having most recently served as Head of International Retail Banking in Citibank's Global Consumer Group. She held a number of additional domestic and international management positions including President, Citibank North America from 2000 to 2007. In this position, she also served as Chairman of Citibank West. Ms. Markus also served as Citibank's European Sales and Marketing Director in Brussels, Belgium, and as President of Citibank's consumer business in Greece. Ms. Markus is a former member of The Financial Services Roundtable. She is a member of Year Up Bay Area's Talent and Opportunity Board and is a trustee for the College of Mount Saint Vincent in New York. Ms. Markus is a former board member of Catholic Charities of San Francisco, Catholic Charities of New York, and Junior Achievement New York.


Specific Experience, Qualifications, Attributes or Skills:
• Operating, executive and management experience, including as chief operating
officer of a large financial services company
• Extensive experience in the financial services industry
• Financial expertise and financial literacy
• Corporate governance experience
• Extensive experience in global sales and marketing
• International business experience
• Associations/public policy experience


Other Public Company Directorships:
Current
• Stifel Financial Corp., Director (since 2016)
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Proposal 1—Election of Directors

Annette L. Nazareth
Age 65, is a member of the Audit Committee and the Compensation Committee. Ms. Nazareth joined our Board in August 2021.

Independent Director
Ms. Nazareth is a Senior Counsel of Davis Polk & Wardwell (“Davis Polk”). She was a partner in the firm’s Washington, D.C. office from 2008 to 2021. She also currently serves as the Operating Lead of a private-sector led international Taskforce on Scaling Voluntary Carbon. Until recently, Ms. Nazareth headed the Trading and Markets practice in Davis Polk’s Financial Institutions Group. She also served as head of the firm’s Washington, D.C. office. Ms. Nazareth is a former SEC Commissioner, having served from 2005 to 2008. She was an SEC Director, Division of Market Regulation (now the Division of Trading and Markets), from 1999 to 2005, and a Senior Counsel and then Interim Director of the Division of Investment Management from 1998 to 1999. Earlier in her career, Ms. Nazareth held a number of senior positions at investment banks. She serves on several not-for-profit boards, including Urban Institute, Watson Institute, Protestant Episcopal Cathedral Foundation, St. Albans School of Public Service, Board of Visitors of Columbia Law School, Advisory Board of the Brown University Executive Master in Cybersecurity program, and the SEC Historical Society (President). She is also a member of the American Law Institute and a member of the Advisory Board of Bitfury. Ms. Nazareth previously served on the boards of Brown University (Chair, Audit Committee), National Cathedral School (Chair, Audit Committee), and Bishop John T. Walker School for Boys.


Specific Experience, Qualifications, Attributes or Skills:
• Extensive experience in financial markets regulation
• Legal/regulatory/government experience
• Corporate governance experience
• Audit Committee Financial Expert
• International business experience
• Associations/Public Policy experience


Other Public Company Directorships:
Current
• Figure Acquisition Corp. I, Director (since 2021)
• Athena Technology Acquisition Corp., Director (since 2021)
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Proposal 1—Election of Directors

Thomas J. Perna
Age 70, is a member of the Audit Committee and the Governance and Nominating Committee. Mr. Perna has been a member of our Board since 2009.

Independent Director
Mr. Perna has served as the Chairman of the Board of Trustees of the Amundi Pioneer Mutual Fund Group since 2012. Prior to this appointment, he served as a member of the Board of Trustees of the Pioneer Funds from 2006, overseeing approximately 57 open-end and closed-end investment companies in a mutual fund complex. Mr. Perna joined Quadriserv, Inc., a technology products company in the securities lending industry, in 2005, and served in several roles including as Chairman and Chief Executive Officer until 2014. Previously, Mr. Perna served as Senior Executive Vice President of The Bank of New York, now known as The Bank of New York Mellon, in its Financial Institutions Banking, Asset Servicing and Broker Dealer Services sectors, where he was responsible for over 6,000 employees globally. He also served as a Commissioner on the New Jersey Civil Service Commission from 2011 to 2015. Mr. Perna previously served on the Boards of Directors of the Depository Trust & Clearing Corporation, Euroclear Bank S.A., Euroclear Clearance System PLC, and Omgeo PLC. He is a member of a number of banking and securities industry associations.


Specific Experience, Qualifications, Attributes or Skills:
• Operating, executive and management experience, including as chief executive
officer of a provider of technology products to the securities industry
• Financial services and technology industry experience and knowledge
• Financial expertise and financial literacy
• Sales and marketing experience
• International business experience, including management of a global financial
services firm
• Corporate governance experience
• Government and regulatory experience
• Association/public policy experience
• Risk management expertise


Other Public Company Directorships:
Current
• Amundi Pioneer Mutual Funds, Chairman of the Board of Trustees (since 2006)
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Proposal 1—Election of Directors

Amit K. Zavery
Age 50, is a member of the Audit Committee. Mr. Zavery has been a member of our Board since 2019.

Independent Director
Mr. Zavery is a Vice President and Head of Platform for Google Cloud at Google, LLC, a position he has held since 2019. Previously, he served in numerous senior leadership roles during his 24 years at Oracle Corporation. Most recently, he was Executive Vice President and General Manager of Oracle Cloud Platform and Middleware products. He led Oracle's product vision, design, development, operations and go-to-market strategy for its cloud platform, middleware and analytics portfolio, and oversaw a global team of more than 4,500 engineers.


Specific Experience, Qualifications, Attributes or Skills:
• Global operating, executive and management experience
• Digital and technology industry knowledge
• Financial expertise and financial literacy
• Extensive experience in global sales and marketing
• International business experience
Required Vote
Each director nominee receiving a majority of the votes cast at the 2021 Annual Meeting, in person or by proxy, and entitled to vote in the election of directors, will be elected, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.
Recommendation of the Board of Directors
The Board of Directors Recommends that you Vote FOR the Election of All Nominees
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Director Compensation
Fiscal Year 2021 Non-Management Director Compensation
The compensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the Compensation Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). No changes were made to the program for fiscal year 2021.
All of our directors are non-management directors, other than Mr. Gokey and Mr. Daly, who are our CEO and our Executive Chairman, respectively. The compensation paid to Mr. Gokey is reflected in “Summary Compensation” on page 76 of this Proxy Statement. Although Mr. Daly is one of our executive officers, he is not a Named Executive Officer for fiscal year 2021 because he was not one of the three most highly compensated executive officers for the year. Mr. Gokey and Mr. Daly do not receive any additional cash or equity compensation for their participation on the Board.
Non-Management Director Compensation Structure


(1)
DSUs and stock options vest at grant.
(2)
Lead Independent Director additional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options). Committee Chair retainers are paid in cash.
Cash Compensation. Non-management directors received an annual retainer and meeting fees for each Board meeting and each committee meeting attended as a committee member. All retainers and meeting fees 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.
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Director Compensation
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 Ms. Carter, Mr. Zavery, Mr. Flowers and Ms. Nazareth, who joined the Board in 2017, 2019, 2021, and 2021, respectively, 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 $10,000 per calendar year.
The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and committee meetings and other Company events.
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Director Compensation
The table below sets forth the compensation paid to our non-management directors in fiscal year 2021:
Name
Fees Earned or
Paid in Cash ($)(1)
Stock
Awards ($)(2)
Option
Awards ($)(3)
All Other
Compensation ($)(4)
Total ($)
Leslie A. Brun
$162,500
$112,589
$106,970
$382,059
Pamela L. Carter
$123,500
$ 82,829
$ 78,697
$10,000
$295,026
Robert N. Duelks
$118,500
$ 82,829
$ 78,697
$10,000
$290,026
Melvin L. Flowers(5)
$ 23,250
$ 23,250
Brett A. Keller
$105,750
$ 82,829
$ 78,697
$10,000
$277,276
Maura A. Markus
$105,750
$ 82,829
$ 78,697
$12,500
$279,776
Annette L. Nazareth(6)
Thomas J. Perna
$103,500
$ 82,829
$ 78,697
$265,026
Alan J. Weber
$120,750
$ 82,829
$ 78,697
$10,000
$292,276
Amit K. Zavery
$101,250
$ 82,829
$ 78,697
$ 9,000
$271,776
(1)
Represents the amount of cash compensation payable for fiscal year 2021 Board and committee service. Several directors deferred fiscal year 2021 cash compensation under the Deferred Compensation Plan: 717 DSUs (Mr. Keller); 717 DSUs (Ms. Markus); 819 DSUs (Mr. Weber); and 687 DSUs (Mr. Zavery).
(2)
Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2021 (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 15, “Stock-Based Compensation” to the consolidated financial statements included in our 2021 Form 10-K (the “2021 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, 2021 is as follows: 24,465 (Mr. Brun); 2,799 (Ms. Carter); 17,017 (Mr. Duelks); 0 (Mr. Flowers); 5,821 (Mr. Keller); 10,882 (Ms. Markus); 17,017 (Mr. Perna); 17,017 (Mr. Weber); and 1,230 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 2021 and exclude DSUs granted under the Deferred Compensation Plan.
(3)
Represents the aggregate grant date fair value of option awards granted during fiscal year 2021 computed in accordance with FASB ASC Topic 718. See Note 15, “Stock-Based Compensation” to the 2021 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, 2021, all of which are exercisable, is as follows: 93,990 (Mr. Brun); 12,496 (Ms. Carter); 62,386 (Mr. Duelks); 0 (Mr. Flowers); 26,107 (Mr. Keller); 29,489 (Ms. Markus); 29,489 (Mr. Perna); 62,386 (Mr. Weber); and 5,588 (Mr. Zavery).
(4)
Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors. Amounts shown reflect total Company matching contributions in each fiscal year, and therefore may be greater than the calendar year maximum.
(5)
Mr. Flowers was appointed to the Board in June 2021.
(6)
Ms. Nazareth was appointed to the Board following the end of fiscal year 2021.
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Corporate Governance
Board Meeting Attendance
Our Corporate Governanc