DEF 14A 1 s001855x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)

 
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5 Dakota Drive
Lake Success, New York 11042

Dear Stockholders

You are cordially invited to attend the 2017 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 2017 financial performance. I will also answer questions from our stockholders.

Whether or not you plan to attend the 2017 Annual Meeting, please read our 2017 Proxy Statement for important information on each of the proposals, and our practices in the areas of corporate governance and executive compensation. Our 2017 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 looking forward to our 2017 Annual Meeting of Stockholders.

Sincerely,


Richard J. Daly
Chief Executive Officer

Lake Success, New York
October 2, 2017

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5 Dakota Drive
Lake Success, New York 11042

Notice of Annual Meeting of Stockholders

The 2017 Annual Meeting of Stockholders of Broadridge Financial Solutions, Inc., a Delaware corporation, will be held on Thursday, November 16, 2017, at 10:00 a.m. Eastern Time.

You can attend the 2017 Annual Meeting online, vote your shares electronically, and submit questions during the meeting by visiting broadridge.onlineshareholdermeeting.com. Be sure to have the control number we have provided to you to join the meeting.

   

   
At the meeting, stockholders will be asked to:
   
 
Elect ten directors to hold office until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified;
   
   
Approve, on an advisory basis, the compensation of our Named Executive Officers (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, 2018; and
   
   
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, are entitled to vote at the 2017 Annual Meeting.

We began distributing a Notice of Internet Availability of Proxy Materials, proxy statement, the 2017 Annual Report to Stockholders, and proxy card/voting instruction form, as applicable, to stockholders on October 2, 2017.

By Order of the Board of Directors,

Maria Allen
Secretary

Lake Success, New York
October 2, 2017

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Table of Contents



 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

ii     Broadridge 2017 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 2017 Annual Meeting of Stockholders of the Company (the “2017 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
10:00 a.m. Eastern Time, November 16, 2017
   
Attend Meeting via Internet
broadridge.onlineshareholdermeeting.com
   
Record Date
September 21, 2017
   
Voting
Stockholders as of the Record Date are entitled to vote. Each share of 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 will be able to attend, vote, and submit questions during the Annual Meeting via the Internet by visiting broadridge.onlineshareholdermeeting.com.

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 2018), unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via 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.

 
 
More
information
Board’s
recommendation
Broker
discretionary
voting
allowed?
Abstentions
and Broker
Non-Votes
Votes
required
for approval
PROPOSAL 1
Election of Directors
Page 7
FOR each Nominee
No
Do not count
for all four proposals
(no effect)
 
PROPOSAL 2
Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers (the Say on Pay Vote)
Page 29
FOR
No
Majority of votes cast required
for proposals 1, 2 and 4
PROPOSAL 3
Non-binding Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote)
Page 31
EVERY
ONE YEAR
No
Plurality of votes cast required for proposal 3
PROPOSAL 4
Ratification of Appointment of Independent Registered Public Accountants for 2018
Page 68
FOR
Yes
 

Broadridge 2017 Proxy Statement     1

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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.

BY INTERNET USING
YOUR COMPUTER
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
www.proxyvote.com
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 in 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 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 procedures about the proxy and Annual Meeting process.

2     Broadridge 2017 Proxy Statement

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

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.

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
(1) Chairman of the Broadridge Board
(2) Broadridge Management

Governance Highlights (page 16)



The Company believes good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. The following table summarizes certain corporate governance practices and facts:

Board

 


Strong Independent Chairman
   

Majority Independent Directors – 9 of the 10 director nominees are independent
   

Annual Election of Directors by majority of votes cast
   

Director Stock Ownership Guidelines and Holding Period Requirements – each director is expected to own common stock or deferred stock units (“DSUs”) with a value equivalent to five times their annual retainer
   

Annual Board and Committee Evaluation Process
   

Stockholder Rights

 


Proxy Access
   

No Poison Pill
   

Executive Compensation

 


Annual Say on Pay Stockholder Vote
   

Clawback Policy
   

Prohibition on Hedging, Pledging and Short Sales of our Securities
   

Double-trigger on Change in Control
   

No Re-pricing or Discount Stock Options
   

No Dividends or Dividend Equivalents on Unearned Performance-based Restricted Stock Units (“RSUs”)
   

Stock Ownership Guidelines and Retention and Holding Period Requirements
   

No Employment Agreements
   

No Excise Tax Gross-ups
   

Restrictive Covenant Agreements
   

Modest Perquisites
   

Broadridge 2017 Proxy Statement      3

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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.

Returned $434 million to stockholders through dividends and share repurchases under our stock repurchase program
Increased the dividend amount paid by 10% during fiscal year 2017
Our Board of Directors increased our annual dividend amount for fiscal year 2018 by 11% – with this increase, our annual dividend has increased for the tenth consecutive year since becoming a public company in 2007


4     Broadridge 2017 Proxy Statement

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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 Compensation Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, 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 ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results.


Broadridge 2017 Proxy Statement      5

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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 appointment of Deloitte & Touche LLP as our independent registered public accountants for the year ending June 30, 2018. Below is summary information about Deloitte & Touche LLP’s fees for 2017 and 2016.

Type of Fees ($ in thousands)
2017
2016
Audit Fees
$
4,474
 
$
4,534
 
Audit-Related Fees
 
3,286
 
 
2,994
 
Tax Fees
 
251
 
 
459
 
All Other Fees
 
 
 
 
Total Fees
$
8,011
 
$
7,987
 

6     Broadridge 2017 Proxy Statement

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Proposal 1 — Election of Directors



At the 2017 Annual Meeting, ten directors are to be elected, each of whom will serve until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board has nominated the following individuals 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 serves on the Board and was elected by the stockholders at the 2016 Annual Meeting. Each nominee has consented to be nominated and to serve, if elected.

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 rules of the New York Stock Exchange (the “NYSE”). The NYSE rules provide that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board of Directors considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE’s Listed Company Manual (the “NYSE Listing Standards”).

On August 2, 2017, the Board reviewed each director’s relationship with us and affirmatively determined that all of the directors, other than Mr. Daly, are independent under the NYSE Listing Standards. Mr. Daly was determined to be not independent because he is our Chief Executive Officer.

The Governance and Nominating Committee seeks directors with established strong professional reputations and experience in areas relevant to the strategy and operations of the Company’s businesses, particularly industries that Broadridge serves. Broadridge is a global 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, 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

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Proposal 1 — Election of Directors



The Governance and Nominating Committee also believes that each of the nominees has other key attributes that are important to an effective board: wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy. The Governance and Nominating Committee takes diversity into account in determining the Company’s slate of nominees and believes that, as a group, 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 described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors. For more information on the process undertaken by the Governance and Nominating Committee in recommending qualified director candidates to the Board, see the “Corporate Governance–Nomination Process” section of this Proxy Statement.

Information About the Nominees

Leslie A. Brun



Age 65, has served as Chairman of the Board since 2011 and has been a member of our Board of Directors since 2007.

Independent Chairman

Mr. Brun has been the Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006. He is currently Vice Chairman and Senior Advisor of G100 Companies, a unique business partnership that combines the world’s best C-level learning communities with premier professional services firms. He has served as the Non-Executive Chairman of CDK Global, Inc., a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry, since 2014. Mr. Brun has served as a director of Merck & Co., Inc., a health care company, since 2008. In 2015, he was elected to the Board of Directors of Hewlett Packard Enterprise Company, after its spin-off from Hewlett Packard Company. From 2011 to 2013, he was Managing Director and head of Investor Relations at CCMP Capital, a global private equity firm. Previously, from 1991 to 2005, Mr. Brun served as founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm. From 1988 to 1990, he served as co-founder and Managing Director of the investment banking group of Fidelity Bank. Mr. Brun served as a director of Automatic Data Processing, Inc. (“ADP”), a provider of business outsourcing solutions and our former parent company, from 2003 to 2015, including serving as ADP’s Chairman of the Board from 2007 to 2015. Mr. Brun is a former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania.

Specific experience, qualifications, attributes or skills:

Extensive finance, management, investment banking, commercial banking, and financial advisory experience
Operating and management experience, including as chief executive officer of an investment holding company
Public company directorship and committee experience

8     Broadridge 2017 Proxy Statement

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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:

Extensive global management and operational experience
Government leadership provides regulatory perspective
Public company directorship and committee experience

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:

Chief Executive Officer’s unique perspective and insights into the Company, including its businesses, relationships, competitive and financial positioning, senior leadership and strategic opportunities and challenges
Operating, business and management experience at a major global company as president of the Company’s predecessor business
Founder of the Investor Communication Solutions business, the Company’s largest business
Public company directorship and committee experience
Core business skills

Broadridge 2017 Proxy Statement      9

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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:

Extensive experience in the management and operation of a technology and consulting services business
Core business 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:

Significant experience in all areas of public company financial management, including as chief financial officer of a major global company
Expertise in finance, financial reporting, compliance and controls
Experience in an information processing services business
Public company directorship and committee experience

10     Broadridge 2017 Proxy Statement

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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:

Operating and management experience as a Chief Executive Officer and Chief Operating Officer
Extensive experience in global consumer marketing, including branding, communications, online merchandising, and scaled consumer acquisition
Digital industry knowledge, including significant management of search engine marketing (SEM), search engine optimization (SEO), social media, affiliate, user interface and user experience design development, and programmatic disciplines
Broad operational and management experience

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:

Operating and management experience, including as chief executive officer of a global client services business
Public company directorship and committee experience
Frequent panel chair and participant in director education programs sponsored by the NACD

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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:

Operating and management experience, including as chief operating officer of a large financial services company
Extensive experience in the financial services industry, including as a senior executive of a major global financial institution
Public company directorship and committee experience

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:

Operating and management experience, including as chief executive officer of a provider of technology products to the securities industry
Experience in management of a global financial services firm
Core business skills

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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:

Operating and management experience, including as chief executive officer and chief financial officer of global financial services firms
Expertise in finance, financial reporting, compliance and controls
Experience in financial services and information technology businesses
Public company directorship and committee experience

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

The Board of Directors Recommends that you Vote “FOR” the Election of All Nominees

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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.

The table on page 15 on fiscal year 2017 non-management director compensation includes the following compensation elements:

Compensation Element
Director Compensation Program
Annual Cash Retainer
$75,000, which may be deferred at the director’s option
Annual Equity Retainer
$135,000 target value split equally between stock options and DSUs that are fully vested upon grant
Board and Committee Meeting Fees for all directors other than the Chairman
$1,500 for each Board meeting and Committee meeting attended in person
$750 for telephonic meetings
Annual Committee Chair Cash Retainer
$15,000
Chairman Additional Annual Retainer
$57,500 in cash
$57,500 equity award target value split equally between stock options and DSUs that are fully vested upon grant
Matching Gift Program
For each director, the Company matches charitable contributions up to $10,000 per calendar year
Stock Ownership Guidelines and Holding Period Requirements
Ownership of common stock or DSUs with a value equivalent to five times the annual cash retainer
Holding of 100% of shares received upon exercise of stock options, net of exercise price, tax liability, and transaction costs, until separation from service on the Board

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.

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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
 
(1) Represents the amount of cash compensation payable for fiscal year 2017 Board and committee service. Ms. Markus deferred all of her fiscal year 2017 cash compensation and was credited with 1,394 phantom shares of Broadridge common stock in a notional account.
(2) Represents the aggregate grant date fair value of DSU awards computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See Note 13, “Stock-Based Compensation,” to the Company’s Consolidated Financial Statements for the fiscal year ended June 30, 2017 included in the 2017 Form 10-K, for the relevant assumptions used to determine the valuation of these awards. The total number of DSUs that were outstanding for each non-management director as of June 30, 2017 is as follows: 19,281 (Mr. Brun); 13,297 (Mr. Duelks); 13,297 (Mr. Haviland); 2,828 (Mr. Keller); 13,297 (Mr. Levine); 7,561 (Ms. Markus); 13,297 (Mr. Perna); and 13,297 (Mr. Weber).
(3) Represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. See Note 13, “Stock-Based Compensation,” to the Company’s Consolidated Financial Statements for the fiscal year ended June 30, 2017 included in the 2017 Form 10-K, 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, 2017, all of which are exercisable, is as follows: 123,588 (Mr. Brun); 72,859 (Mr. Duelks); 96,659 (Mr. Haviland); 13,611 (Mr. Keller); 96,659 (Mr. Levine); 37,936 (Ms. Markus); 72,859 (Mr. Perna); and 96,659 (Mr. Weber).
(4) Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors.

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Corporate Governance



The Board of Directors

Our Corporate Governance Principles provide that directors are expected to attend regular Board meetings in person and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each of our incumbent directors attended 100% of the meetings of the Board of Directors and of the committees on which they served during fiscal year 2017.

The Board of Directors has three standing committees, each of which is comprised solely of independent directors and is led by an independent Chair: Audit Committee, Compensation Committee, and Governance and Nominating Committee. The independent directors meet in executive sessions during each regular Board meeting and committee meeting. In addition, at least once a year, our independent directors meet to review the Compensation Committee’s annual review of the Chief Executive Officer.

 
Leslie A.
Brun
Richard J.
Daly
Robert N.
Duelks
Richard J.
Haviland
Brett A.
Keller
Stuart R.
Levine
Maura A.
Markus
Thomas J.
Perna
Alan J.
Weber
2017
Meetings
Held
Board
C
5
Audit
 
 
C,F
F
6
Compensation
 
 
 
 
 
 
C
5
Governance and
Nominating
 
 
 
 
C
 
 
3
C Chair
F Financial Expert

Board Leadership Structure

Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman should be a member of management or a non-management director. The Board recognizes that there is no single, generally accepted approach to providing Board leadership, and given the dynamic and competitive environment in which we operate, the Board’s leadership structure may vary as circumstances warrant. The Board has determined that the leadership of the Board is currently best conducted by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the Chief Executive Officer, Mr. Daly, 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. Daly 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, other than Mr. Daly, are independent.

The Board is currently led by our independent Chairman, Mr. Brun. Therefore, the Board does not believe that the appointment of a designated lead independent director is necessary and the Board currently has not appointed a lead independent director. The Board believes that having an independent Chairman vested with key duties and responsibilities and three independent Board committees chaired by independent directors provides a formal structure for strong independent oversight of the Company’s management team. The independent Chairman has the following duties and responsibilities:

advising 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;
developing agendas for, and presiding over executive sessions of, the Board’s independent directors; and
discussing with senior management on behalf of the independent directors such matters which, in the judgment of the Chairman, merit the attention of senior management.

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Corporate Governance



Committees of the Board

Audit Committee

The Board of Directors has determined that each of the members of the Audit Committee is independent as defined by NYSE Listing Standards and the rules of the Securities and Exchange Committee (the “SEC”) applicable to audit committee members. The Board of Directors has determined that Mr. Haviland and Mr. Weber qualify as audit committee financial experts as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.

The Audit Committee has a charter under which its responsibilities and authorities include assisting the Board in overseeing the:

Company’s systems of internal controls regarding finance, accounting, legal and regulatory compliance;
Company’s auditing, accounting and financial reporting processes generally;
integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders and the public;
Company’s compliance with legal and regulatory requirements; and
performance of the Company’s Internal Audit Department and independent registered public accountants.

In addition, in the performance of its oversight duties and responsibilities, the Audit Committee also reviews and discusses with management the Company’s quarterly financial statements and earnings press releases as well as financial information and earnings guidance included therein; reviews periodic reports from management covering changes, if any, in accounting policies, procedures and disclosures, and management’s assessment of the effectiveness of internal control over financial reporting to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and reviews and discusses with the Company’s internal auditors and with its independent registered public accountants the overall scope and plans of their respective audits.

In connection with the Company’s risk oversight process, the Audit Committee reviews and discusses with management the Company’s major financial and certain compliance risk exposures and the steps management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies).

The Report of the Audit Committee is included on page 67 of this Proxy Statement. The Audit Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”

Compensation Committee

The Board of Directors has determined that each member of the Compensation Committee is independent as defined by NYSE Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules. The Compensation Committee has a charter under which its responsibilities and authorities include:

reviewing the Company’s compensation strategy;
reviewing the performance of senior management;
reviewing the risks associated with the Company’s compensation programs;
approving the compensation of the Chief Executive Officer and all other executive officers; and
reviewing and making recommendations to the Board regarding the director compensation program.

In addition, the Compensation Committee administers the Company’s equity-based compensation plans and takes such other action as may be appropriate or as directed by the Board of Directors to ensure that the compensation policies of the Company are reasonable and fair.

As necessary, the Compensation Committee consults with FW Cook as its independent compensation consultant to advise on matters related to our executive officers’ and directors’ compensation and general compensation programs. FW Cook assists the Compensation Committee by providing comparative market data on compensation practices and programs. FW Cook also provides guidance on industry best practices, the design of incentive plans and other indirect

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Corporate Governance



elements of our overall compensation program, the setting of performance goals, and the drafting of compensation- related disclosures. For further discussion of the roles of the Compensation Committee and FW Cook, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis” beginning on page 32.

The Compensation Committee Report is included on page 53 of this Proxy Statement. The Compensation Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”

Governance and Nominating Committee

The Board of Directors has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards.

The Governance and Nominating Committee has a charter, under which its responsibilities and authorities include:

identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each annual meeting of the Company’s stockholders;
ensuring that the Audit, Compensation and Governance and Nominating Committees of the Board of Directors shall have the benefit of qualified and experienced independent directors; and
developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company.

The Corporate Governance Principles and the Governance and Nominating Committee’s charter is available on the Company’s Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance.”

Nomination Process

When seeking candidates for director, the Governance and Nominating Committee may solicit suggestions from incumbent directors, management or stockholders. The Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the Company’s By-law provisions requiring that stockholder submissions be submitted to the Company’s Secretary at 5 Dakota Drive, Lake Success, New York 11042 in a timely manner and include the information called for in the Company’s By-laws concerning (a) the potential nominee and (b) the person proposing the nomination. The Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee. In addition, the Governance and Nominating Committee has authority under its charter to retain a search firm to assist the Company with identifying and evaluating Board candidates who have the backgrounds, skills and experience that the Committee has identified as desired in director candidates.

After conducting an initial evaluation of a potential candidate, the Governance and Nominating Committee will interview that candidate if it believes such candidate might be suitable to be a director. The candidate may also meet with other members of the Board. At the candidate’s request, they may also meet with management. If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend that candidate’s election to the full Board.

This year, the Board of Directors nominated Pamela L. Carter to stand for election to the Board. Ms. Carter was identified as a potential Board member by our independent Chairman, Mr. Brun. Ms. Carter was interviewed and evaluated by members of the Governance and Nominating Committee and other Board members, who determined that she met the qualifications for Board service. Her nomination was recommended by the Committee to the full Board for its review and approval.

The Governance and Nominating Committee selects each nominee based on the nominee’s skills, achievements and experience. The Corporate Governance Principles provide that director nominees should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions they can make.

The Governance and Nominating Committee considers a variety of factors in selecting candidates. The minimum characteristics that the Committee believes must be met include: independence, wisdom, integrity, an understanding and general acceptance of the Company’s corporate philosophy, valid business or professional knowledge and experience, a proven record of accomplishment with excellent organizations, an inquiring mind, a willingness to speak one’s mind, an ability to challenge and stimulate management, and a willingness to commit time and energy.

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Corporate Governance



In making its selection of candidates to recommend for election, the Corporate Governance Principles provide that the Board seeks members from diverse professional, racial, cultural, ethnic and gender backgrounds that combine a broad spectrum of experience and expertise with a reputation for integrity. Exceptional candidates who do not meet all of these criteria may still be considered. The Corporate Governance Principles do not provide for a fixed number of directors, but provide that the optimum size of the Company’s Board of Directors is 8 to 12 directors.

Proxy Access By-law

The Company’s By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent (3%) of our common stock for at least three years may nominate and include a specified number of director nominees in our annual meeting proxy statement. The number of stockholder-nominated candidates appearing in our annual meeting proxy statement cannot exceed 25% of the number of directors then serving on the Board of Directors.

For a description of the process for nominating directors, see page 70 of this Proxy Statement.

Annual Board and Committee Evaluation Process

The Board conducts an evaluation of its performance and effectiveness as well as that of the three committees on an annual basis. The purpose of the evaluation is to track progress in certain areas targeted for improvement from year to year and to identify ways to enhance the Board’s and committees’ effectiveness. As part of the evaluation, each director completes a written questionnaire developed by the Governance and Nominating Committee to provide feedback on the effectiveness of the Board, the committees on which they serve, as well as each individual director’s own contributions. The collective ratings and comments of the directors are compiled and then presented to the Governance and Nominating Committee by its Chair, and to the full Board for discussion and action.

The Board’s Role in Risk Oversight

The Company’s management is responsible for managing risks affecting the Company, including identifying, assessing and appropriately mitigating risk. The responsibilities of the Board of Directors include oversight of the Company’s risk management processes. The Board of Directors has two primary methods of overseeing risk. The first method is through the Company’s Enterprise Risk Management (“ERM”) process which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board’s committees.

Management established the ERM process to ensure a complete Company-wide approach to risk over five distinct but overlapping core areas:

Strategic – the risks that could impede the Company from achieving its strategic vision and goals;
Financial – the risks related to maintaining accurate financial statements, and timely and complete financial disclosures;
Operational – the risks in the processes, people and technology the Company employs to achieve its strategy and normal business operations;
Compliance – the risks related to the Company’s legal and regulatory compliance requirements and violations of laws; and
Reputational – the risks that impact the Company’s reputation including failing to meet the expectations of its customers, investors, employees, regulators or the public.

The goal of the ERM process is to provide an ongoing procedure, effected at all levels of the Company across each business unit and corporate function, to identify and assess risk, monitor risk, and agree on mitigating action. Central to Broadridge’s risk management process is its risk committee, which oversees management’s identification and assessment of the key risks in the Company, and reviews the controls management has in place with respect to these risks. The risk committee is comprised of executive officers and senior executives of the Company including the Chief Operating Officer, Chief Financial Officer, General Counsel, Senior Managing Director of Global Technology, Chief Information Officer, and Chief Human Resources Officer. The risk committee communicates the results of its work directly to the Chief Executive Officer and the Board. The Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel meet regularly to discuss specific risks and the Company’s risk management processes.

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Corporate Governance



In addition, the Board and the Audit and Compensation Committees of the Board oversee specific areas of risk as follows:

The full Board has oversight responsibility of the Company’s Strategic, Operational, and Reputational risks.
Executive officers and senior executives with specific subject matter expertise update the full Board on the Strategic, Reputational and non-information technology Operational risks.
The Senior Managing Director of Global Technology, Chief Information Officer and Chief Security Officer update the full Board on information technology Operational risks.
The Audit Committee has oversight responsibility of the Company’s Financial and Compliance risks (other than compensation program design risk).
The Chief Financial Officer, Chief Accounting Officer, and Treasurer update the Audit Committee on the Financial risks.
The Chief Financial Officer, Chief Accounting Officer, General Counsel, and other business and finance executives update the Audit Committee on the Compliance risks.
The Compensation Committee has oversight responsibility of the Company’s compensation program design risk.
The Chief Human Resources Officer updates the Compensation Committee on compensation program design risk.

In addition, a subcommittee of the risk committee provides additional oversight of Broadridge’s cybersecurity risks. This Cybersecurity Council is comprised of senior executives representing a number of disciplines within the Company including the Chief Financial Officer. The Cybersecurity Council meets regularly, and reports on its activities and the progress of its cybersecurity and information security initiatives are provided regularly to the Audit Committee. In addition, the Cybersecurity Council provides a summary of its activities to the full Board.

The Chairs of the Audit Committee and Compensation Committee may address risks directly with management, or, where appropriate, may elevate a risk for consideration by the full Board. The ERM process and the full Board and committee approach to risk management leverages the Board’s leadership structure to ensure that risk is overseen by the Board on both a Company-wide approach and through specific areas of competency.

Risk Assessment of Compensation Programs

Management, with the assistance of FW Cook, performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including the executives, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee. After this review and in consultation with FW Cook, the Compensation Committee concluded that Broadridge’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

The key design features in our compensation programs that support this conclusion are:

The mix between fixed and variable compensation, annual and long-term compensation, and cash and equity compensation are designed to encourage strategies and actions that are in Broadridge’s and our stockholders’ long-term best interests.
Stock options and performance-based RSUs provide for significant long-term wealth creation for executive officers when we provide meaningful total shareholder return over a sustained period. The multiple year vesting periods of 2.5 to four years for equity compensation awards encourage executives to focus on sustained stock price appreciation.
Incentive awards are determined based on a review of a variety of financial and non-financial indicators of performance, which diversifies the risk associated with any single performance measure.

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Corporate Governance



The Compensation Committee reviews and approves executive officer objectives to ensure that goals are aligned with the Company’s business plans, achieve the proper risk/reward balance, and do not encourage unnecessary or excessive risk taking.
The Compensation Committee has the ability to use its discretion to reduce earned incentive awards based on a subjective evaluation of each individual’s performance against strategic and leadership objectives and other factors.
We maintain a clawback policy that requires the reimbursement by an executive officer of cash or equity incentive compensation earned by any executive officer in connection with a restatement of our financial statements due to material noncompliance with financial reporting requirements.
Officer Stock Ownership Guidelines are in place for all of the Company’s executive officers providing the goal that executive officers accumulate shares of our common stock at least equal in value to two to six times their current annual base salary.
Officer Stock Retention and Holding Period Requirements are in place providing the goal that all executive officers retain at least 50% of the net profit shares realized from stock option exercises and RSU vesting in the form of our common stock. These net profit shares must be held indefinitely if the executive officer has not met the stock ownership guideline and must be held for a minimum of one year if the executive officer has met the ownership guideline.
A Pre-Clearance and Insider Trading Policy is in place that requires pre-approval of any transactions in our common stock by executive officers and directors and prohibits the hedging or pledging of our stock.

Succession Planning

The Board is actively engaged and involved in executive officer talent management. The Board reviews the Company’s executive talent management strategy which includes a discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior officer level.

In addition, the Committees of the Board regularly discuss the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

Communications with the Board of Directors

All interested parties who wish to communicate with the Board of Directors or any of the non-management directors, may do so by sending a letter to the Secretary, Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, and should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review. Any such unsolicited commercial solicitation or communications not forwarded to the appropriate director or directors will be available to any non-management director who wishes to review it. The Governance and Nominating Committee, on behalf of the Board, will review any letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.

Code of Business Conduct and Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Business Conduct”) and a Code of Ethics for Principal Executive Officer and Senior Financial Officers (the “Code of Ethics”) which applies, among others, to the Company’s principal executive officer, principal financial officer and controller. The Company will post on its website any amendment to the Code of Business Conduct or the Code of Ethics and any waiver of the Code of Business Conduct or the Code of Ethics granted to any of its directors or executive officers to the extent required by applicable rules.

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Corporate Governance



Website Access to Corporate Governance Documents

Copies of the Corporate Governance Principles, Code of Business Conduct, Code of Ethics and the Charters of the Committees of the Board of Directors are available on our Investor Relations website at www.broadridge-ir.com under the heading “Corporate Governance” or by writing to the Secretary, Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.

Certain Relationships and Related Transactions

The Company maintains a written Related Party Transactions Policy. Under this policy any transaction between the Company and a “related person” in which such related person has a direct or indirect material interest must be submitted to our Audit Committee for review, approval, or ratification.

A “related person” means a director, executive officer or beneficial holder of more than five percent (5%) of the Company’s outstanding common stock, or any immediate family member of the foregoing, as well as any entity at which any such person is employed, is a partner or principal (or holds a similar position), or is a beneficial owner of a ten percent (10%) or greater direct or indirect equity interest. Our directors and executive officers must promptly inform our General Counsel of any plan to engage in a potential related party transaction.

This policy requires our Audit Committee to be provided with full information concerning the proposed transaction, including the risks and benefits to the Company and the related person, any alternative means by which to obtain like products or services, and the terms of a similar transaction with an unaffiliated third party. In considering whether to approve any such transaction, the Audit Committee will consider all relevant facts and circumstances, including the nature of the interest of the related person in the transaction and the terms of the transaction.

Specific types of transactions are excluded from review under the policy, such as, for example, transactions in which the related person’s interest derives solely from his or her service as a director of another entity that is a party to the transaction.

In fiscal year 2017, the Company did not engage in any transaction with a related person in which the amount involved exceeded $120,000.

In addition, the Code of Business Conduct prohibits Company personnel, including members of the Board of Directors, from exploiting their positions or relationships with Broadridge for personal gain. The Code of Business Conduct provides that there shall be no waiver of any part of the Code of Business Conduct, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge.

Director Attendance at Annual Meetings

The Company does not have a formal policy with regard to the directors’ attendance at annual meetings of stockholders. Generally, however, Board and committee meetings are held the same day as the annual meeting of stockholders, with directors attending the annual meeting. All of our incumbent directors who were members of our Board at the time attended the Company’s 2016 annual meeting of stockholders.

Stockholder Engagement

We believe that regular, transparent communication with our stockholders is essential to our long-term success. Throughout the year, members of our management team regularly engage with our stockholders to ensure that we are addressing their questions or concerns. We do this through the participation of our CEO and CFO at industry and investment community conferences, investor road shows, and analyst meetings both in our offices and in the offices of current and potential institutional investors. We provide several ways for our stockholders to communicate with us, including by email and telephone. During fiscal year 2017, members of our management team met with representatives of many of our top institutional stockholders to discuss our business strategy, financial performance, capital stewardship program, governance practices, executive compensation, and various other matters. Management shares with the Board any concerns raised by our stockholders. We have had success engaging with our stockholders to understand their questions or concerns, and we remain committed to these efforts on an ongoing basis.

We welcome feedback from all stockholders, who can contact our Investor Relations team by calling 516-472-5400 or by emailing broadridgeir@broadridge.com.

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Management



The following table sets forth information regarding individuals who serve as our executive officers. Information about the individuals who serve as our directors is set forth in the “Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.

Name
Age
Position(s)
Richard J. Daly
64
Chief Executive Officer, Director
Timothy C. Gokey
56
President and Chief Operating Officer
Christopher J. Perry
55
Corporate Senior Vice President, Global Sales, Marketing and Client Solutions
Robert Schifellite
59
Corporate Senior Vice President, Investor Communication Solutions
Adam D. Amsterdam
56
Corporate Vice President and General Counsel
Lyell Dampeer
66
Corporate Vice President, U.S. Investor Communication Solutions
Douglas R. DeSchutter
47
Corporate Vice President, Customer Communications
Robert F. Kalenka
54
Corporate Vice President, Investor Communication Solutions Operations
Michael Liberatore
51
Corporate Vice President, Investor Communication Solutions-Mutual Funds
Charles J. Marchesani
57
Corporate Vice President, Global Technology and Operations
Laura Matlin
58
Corporate Vice President, Deputy General Counsel, Chief Governance Officer and Chief Compliance Officer
Vijay Mayadas
45
Corporate Vice President, Global Fixed Income and Analytics
Julie R. Taylor
49
Corporate Vice President, Chief Human Resources Officer
James M. Young
46
Corporate Vice President and Chief Financial Officer

Richard J. Daly. Mr. Daly is our Chief Executive Officer and a member of our Board of Directors. Mr. Daly’s biographical information is set forth in the “Proposal 1—Election of Directors—Information About the Nominees” section of this Proxy Statement.

Timothy C. Gokey. Mr. Gokey is our President and Chief Operating Officer. He is responsible for the operation of all Broadridge’s business units, technology operations and operations in India. Mr. Gokey was appointed Broadridge’s President in September 2017. Previously, he served as our Corporate Senior Vice President and Chief Operating Officer, a position he held since 2012. Mr. Gokey joined Broadridge in 2010 as Chief Corporate Development Officer and was responsible for the Company’s growth initiatives, including sales and marketing, strategy, mergers and acquisitions, partnerships, and other growth-related activities. Prior to joining Broadridge, Mr. Gokey was President of the Retail Tax business at H&R Block from 2004. Prior to joining H&R Block, Mr. Gokey spent 13 years at McKinsey and Company, a global consulting firm, most recently as a partner of the firm. At McKinsey, Mr. Gokey served over two dozen Fortune 500 and 1000 companies primarily in the financial services industry. He also led McKinsey’s North American Financial Services Marketing Practice.

Christopher J. Perry. Mr. Perry is our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions. He joined Broadridge in September 2014 after more than 25 years of experience in banking, brokerage and financial information services. Most recently, he was Global Managing Director of Risk for the Financial & Risk division of Thomson Reuters. In this role, he was the general manager of a global segment which includes Governance, Risk, Compliance, Pricing, Valuation and Reference Services. Over the previous 14 years, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial. From 2011 to 2013, he was President, Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Earlier in his career, Mr. Perry worked for A-T Financial and PC Quote, after spending many years in institutional trading and retail brokerage with Kemper Financial’s Blunt Ellis & Loewi unit.

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Management



Robert Schifellite. Mr. Schifellite is our Corporate Senior Vice President, Investor Communication Solutions. He is the President of the bank, broker-dealer and corporate issuer solutions businesses of our Investor Communication Solutions segment and is responsible for all aspects of those businesses. Mr. Schifellite joined ADP’s Brokerage Services Group in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of Investor Communication Services. In 2011, Mr. Schifellite’s title was changed from Corporate Vice President to Corporate Senior Vice President of Broadridge.

Adam D. Amsterdam. Mr. Amsterdam is our Corporate Vice President and General Counsel. Mr. Amsterdam is responsible for all legal matters related to the Company. Prior to the spin-off, he served as Associate General Counsel and Staff Vice President of ADP since January 2006. Mr. Amsterdam joined ADP in 1991 as Corporate Counsel responsible for the Brokerage Services Group. In 1994, he was promoted to Senior Corporate Counsel of ADP. Mr. Amsterdam was promoted in 1996 to Assistant General Counsel and then again in 2002 to Associate General Counsel of ADP.

Lyell Dampeer. Mr. Dampeer is our Corporate Vice President, U.S. Investor Communication Solutions. He is responsible for our U.S. regulatory communication services, and for our issuer and transfer agency services. Prior to the appointment to his current role in 2012, Mr. Dampeer served as the head of our U.S. regulatory communications services including post-sale fulfillment from 2009. Mr. Dampeer joined ADP’s Brokerage Services Group in 2000 as Vice President, Client Services. Prior to that, he held a variety of senior management positions at companies providing outsourcing services.

Douglas R. DeSchutter. Mr. DeSchutter is our Corporate Vice President, Customer Communications. Mr. DeSchutter is responsible for our customer communications business comprising both transactional print and digital solutions, as well as our overall digital strategy. Prior to his appointment to his current role in 2017, Mr. DeSchutter was responsible for our digital solutions business from 2015 to 2016, our U.S. regulatory communication services (proxy and prospectus) from 2012 to 2015, and our transactional reporting services business from 2009 to 2012, including print and electronic transaction reporting communications, document management, and new account processing solutions. Mr. DeSchutter was the Chief Strategy and Business Development Officer for Broadridge, responsible for mergers and acquisitions and strategy, from 2007 to 2009. Prior to the spin-off of Broadridge from ADP in 2007, Mr. DeSchutter served in various capacities at ADP in corporate development and strategy. Prior to joining ADP in 2002, he was Vice President of Mergers & Acquisitions at Lehman Brothers focusing on the technology sector. Mr. DeSchutter also serves as the Company’s representative on the board of Inlet, LLC, a joint venture between Broadridge and Pitney Bowes.

Robert F. Kalenka. Mr. Kalenka is our Corporate Vice President, Investor Communication Solutions Operations. He is responsible for global procurement, facilities, and the operations of our Investor Communication Solutions business. In July 2016, Mr. Kalenka’s responsibilities were expanded to include the role of Chief Operations Officer of the Broadridge Customer Communications business within the Investor Communication Solutions segment, where he will lead the Operations and Client Relations teams. Mr. Kalenka joined ADP’s Brokerage Services Group in 1992 in the Investor Communication Services Division as Director of Finance. He was promoted to Vice President of Operations of the Investor Communication Services Division in 1994, and again as Chief Operating Officer and Senior Vice President of the Investor Communication Services Division in 1999.

Michael Liberatore. Mr. Liberatore is our Corporate Vice President, Investor Communication Solutions-Mutual Funds. He is the President of the Mutual Fund and Retirement Solutions business within our Investor Communication Solutions segment and is responsible for all aspects of that business. Prior to assuming this role in August 2015, Mr. Liberatore was responsible for the finance functions of the Company’s two business segments, as well as its corporate financial planning and analysis function, and treasury operations. In 2014, Mr. Liberatore served as Broadridge’s Acting Principal Financial Officer during a six month period prior to Mr. Young joining the Company. Previously, he served as the Chief Operating Officer of the Mutual Fund and Retirement Solutions business from 2011 to 2013, and was responsible for all operations of the business, including technology and financial results. Mr. Liberatore joined ADP’s Brokerage Services Group in 2004, as Assistant Controller of the Investor Communication Solutions business, and held several finance roles with increasing responsibility, including Chief Financial Officer of the Investor Communication Solutions business from 2008 to 2011.

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Management



Charles J. Marchesani. Mr. Marchesani is our Corporate Vice President, Global Technology and Operations. He is the President of the Global Technology and Operations business and is responsible for all aspects of that business. In 2013, his role was expanded to include responsibility for our international securities processing solutions and business process outsourcing solutions businesses. Prior to his current role, Mr. Marchesani was responsible for the U.S. securities processing solutions business. Mr. Marchesani joined ADP’s Brokerage Services Group in 1992 in the Market Data Services division as Director of the Help Desk and served in various roles of increasing responsibility within the Brokerage Processing Services business until he was promoted to General Manager of the Brokerage Processing Services business in 2005.

Laura Matlin. Ms. Matlin is our Corporate Vice President, Deputy General Counsel, Chief Governance Officer and Chief Compliance Officer. As Deputy General Counsel, she is responsible for the legal department’s operations and helps set the department’s strategy. In her role as Chief Governance Officer, Ms. Matlin works closely with Broadridge’s Board of Directors and represents the Company’s leadership on corporate governance issues. In March 2017, the role of Chief Compliance Officer was added to her responsibilities. Prior to 2015, she served as the Company’s Associate General Counsel, Chief Privacy Officer and Assistant Corporate Secretary since the spin-off of Broadridge in 2007. In addition, Ms. Matlin served as the acting Chief Human Resources Officer from November 2014 to November 2015. Prior to the spin-off, she served as Assistant General Counsel of ADP. Ms. Matlin joined ADP in 1997 as Corporate Counsel in ADP’s Brokerage Services Group.

Vijay Mayadas. Mr. Mayadas is our Corporate Vice President, Global Fixed Income and Analytics. He is the President of the Global Fixed Income division within our Global Technology and Operations business and is responsible for our pre-trade, post-trade and data and analytics initiatives. In addition, Mr. Mayadas leads our blockchain initiatives. From 2013 when he joined Broadridge, to 2016, Mr. Mayadas was the Senior Vice President, Corporate Strategy and M&A and was responsible for our strategy, acquisitions, partnerships and other growth-related activities within the organization. Prior to joining Broadridge, Mr. Mayadas held a variety of roles in private equity, strategy consulting, and technology. He worked at IFA, a private equity firm, from 2011 to 2013, and at the Boston Consulting Group, a global consulting firm, from 2005 to 2011. Earlier in his career he co-founded and sold a software company, and worked as a software engineer on fixed income trading platforms.

Julie R. Taylor. Ms. Taylor is our Corporate Vice President, Chief Human Resources Officer. She joined Broadridge in November 2015, and leads all aspects of human resources globally, including talent acquisition, organizational development, training, compensation and benefits. Ms. Taylor has over 20 years of human resources experience, most recently as Chief Human Resources Officer at Pall Corporation, a global supplier of filtration, separations and purification products with more than 10,000 employees. She previously served as Vice President of Human Resources for U.S. Pharmaceuticals at Bristol-Myers Squibb, and in various human resources roles at General Electric Company, where she had a 13-year tenure, and at Merck & Co., Inc., where she began her career.

James M. Young. Mr. Young is our Corporate Vice President and Chief Financial Officer. He joined Broadridge in June 2014 after serving in senior finance roles at Visa Inc., a global payments technology company, where he worked from 2006 until 2014. Most recently, Mr. Young served as Senior Vice President, Finance and was responsible for global financial planning and analysis for Visa’s businesses in North America, Latin America, Asia Pacific, Central Europe, the Middle East and Africa since July 2013. Previously, he served as the Head of Corporate Finance, where he was responsible for Visa’s global controllership, tax and financial planning and analysis functions. Earlier, he held several finance roles with increasing responsibility including leading finance for Visa’s North America division from 2008 to 2010 and playing a lead role in Visa’s $19 billion IPO in 2008. Prior to joining Visa, Mr. Young was a finance executive at early stage technology companies Arena Solutions and Grand Central Communications.

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Ownership of Common Stock by Management and Certain Beneficial Owners



The following table shows the number of shares of common stock beneficially owned by (a) each of our directors, (b) each of our director nominees, (c) each executive officer named in the Summary Compensation Table, and (d) by all directors, director nominees, and executive officers as of July 31, 2017, as a group.

The information set forth below is as of July 31, 2017, and is based upon information supplied or confirmed by the named individuals. Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares. The address of each person named in the table below is c/o Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042.

Beneficial Owner
Common Shares(1)(2)(3)
Percentage of
Common Shares
Beneficially Owned
Leslie A. Brun
 
147,460
 
 
*
 
Pamela L. Carter
 
0
 
 
*
 
Richard J. Daly(4)
 
705,199
 
 
*
 
Robert N. Duelks
 
88,214
 
 
*
 
Timothy C. Gokey
 
498,932
 
 
*
 
Richard J. Haviland(5)
 
127,619
 
 
*
 
Brett A. Keller
 
16,451
 
 
*
 
Stuart R. Levine(6)
 
123,806
 
 
*
 
Maura A. Markus
 
45,551
 
 
*
 
Thomas J. Perna
 
91,214
 
 
*
 
Christopher J. Perry
 
26,717
 
 
*
 
Robert Schifellite
 
290,028
 
 
*
 
Alan J. Weber
 
125,744
 
 
*
 
James M. Young
 
88,678
 
 
*
 
All directors, director nominees, and executive officers as a group (23)
 
3,125,785
 
 
2.6
%
* Represents beneficial ownership of less than 1% of the issued and outstanding shares of our common stock.
(1) Includes unrestricted shares of common stock over which each director or executive officer has sole voting and investment power.
(2) Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, 2017. If shares are acquired, the director or executive officer would have sole discretion as to voting and investment. The shares beneficially owned include: (i) the following shares subject to such options granted to the following directors and executive officers: 123,588 (Mr. Brun); 355,684 (Mr. Daly); 72,859 (Mr. Duelks); 449,722 (Mr. Gokey); 96,659 (Mr. Haviland); 13,611 (Mr. Keller); 96,659 (Mr. Levine); 37,936 (Ms. Markus); 72,859 (Mr. Perna); 209,902 (Mr. Schifellite); 96,659 (Mr. Weber); and 66,929 (Mr. Young); and (ii) 2,249,458 shares subject to such options granted to all directors and executive officers as a group.
(3) Amounts provided for each director, other than Mr. Daly, include DSU awards which are fully vested upon grant, and will settle as shares of common stock upon the director’s separation from service on the Board. The DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Broadridge Board.
(4) Includes 20,000 shares of common stock held by The EED 2012 Trust, 20,000 shares of common stock held by The KLD 2012 Trust, 5,445 shares of common stock held by The EED 2014 Trust, 5,445 shares of common stock held by The KLD 2014 Trust, trusts formed for the benefit of Mr. Daly’s children, and 73,423 shares of common stock held by The RD 2016 GRAT, a grantor retained annuity trust formed by Mr. Daly in August 2016. Mr. Daly and his wife are co-trustees of these trusts.
(5) Includes 13,285 shares of common stock held in two trusts in which Mr. Haviland and his wife are co-trustees.
(6) Includes 8,304 shares of common stock held in the Stuart R. Levine, IRA and 1,158 shares of common stock held in the Stuart R. Levine Revocable Trust, a trust in which Mr. Levine is the trustee.

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Ownership of Common Stock by Management and Certain Beneficial Owners



The following table sets forth the amount of beneficial ownership of each beneficial owner of more than five percent (5%) of our common stock:

Beneficial Owner
Common Shares
Percentage of
Common Shares
Beneficially Owned
BlackRock, Inc.(1)
 
12,054,537
 
 
10.2
%
The Vanguard Group, Inc.(2)
 
9,731,968
 
 
8.17
%
Janus Capital Management LLC(3)
 
7,695,536
 
 
6.5
%
(1) Based on information as of March 31, 2017 contained in a Schedule 13G/A filed on April 10, 2017 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to 11,138,194 shares of the Company’s common stock and sole dispositive power with respect to 12,054,537 shares of the Company’s common stock. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.
(2) Based on information as of December 31, 2016 contained in a Schedule 13G/A filed on February 10, 2017 by The Vanguard Group, Inc. (“Vanguard Group”), Vanguard Group reported that it has beneficial ownership of 9,731,968 shares of the Company’s common stock, which includes 62,877 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, as a result of its serving as investment manager of collective trust accounts, and 95,396 shares beneficially owned by Vanguard Investments Australia, Ltd, a wholly-owned subsidiary of Vanguard Group, as a result of its serving as an investment manager. Vanguard Group has sole voting power with respect to 94,389 shares of the Company’s common stock, sole dispositive power with respect to 9,605,207 shares of the Company’s common stock, shared voting power with respect to 32,384 shares of the Company’s common stock and shared dispositive power with respect to 126,761 shares of the Company’s common stock. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(3) Based on information as of December 31, 2016 contained in a Schedule 13G/A filed on February 13, 2017 by Janus Capital Management LLC (“Janus”), Janus, together with its affiliated entities INTECH Investment Management (“INTECH”) and Perkins Investment Management LLC, reported beneficial ownership of 7,695,536 shares of the Company’s common stock, which includes 776,645 shares beneficially owned by INTECH, a majority-owned subsidiary of Janus, as a result of its serving as an investment adviser or sub-adviser. Janus has sole voting and dispositive power with respect to 6,918,891 shares of the Company’s common stock, and shared voting and dispositive power with respect to 776,645 shares of the Company’s common stock. The address of Janus is 151 Detroit Street, Denver, CO 80206.

Section 16(a) Beneficial Ownership Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s executive officers, directors and persons who own more than 10 percent (10%) of our common stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge, with respect to the fiscal year ended June 30, 2017, all applicable filings were timely made, except that Lyell Dampeer inadvertently failed to report the exercise of stock options and the sale of the shares received upon exercise by his financial advisor on August 11, 2016, and Christopher J. Perry and Julie R. Taylor inadvertently failed to report the acquisition of Broadridge stock dividends. Mr. Dampeer reported the transactions on a Form 4 filed on August 31, 2016. The dividends acquired by Mr. Perry and Ms. Taylor were reported on Forms 4 filed on June 28, 2017.

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Equity Compensation Plan Information



The following table sets forth, as of June 30, 2017, certain information related to the Company’s equity compensation plans.

Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price
of outstanding
options, warrants
and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column(a))
(c)
Equity compensation plans approved by security holders(1)
 
5,137,641
(2)
$
39.63
 
 
3,945,570
(3)
Equity compensation plans not approved by security holders
 
 
 
 
 
 
Total
 
5,137,641
 
$
39.63
 
 
3,945,570
 
(1) The Omnibus Plan.
(2) This amount consists of stock options which have an average remaining term as of June 30, 2017 of 6.60 years. This amount does not include outstanding unvested Whole Share Awards of: (i) 1,074,593 time-based RSUs; and (ii) 470,862 performance-based RSUs.
(3) These shares can be issued as stock options, stock appreciation rights, restricted stock, RSUs, or stock bonus awards under the Omnibus Plan.

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Proposal 2 — Advisory Vote to Approve the Compensation of our Named
Executive Officers (the Say on Pay Vote)



In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies and practices, and in accordance with the requirements of Section 14A of the Exchange Act, this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote on the compensation of the Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement.

At the 2016 annual meeting of stockholders, over 95% of the votes cast on the Say on Pay proposal were voted in favor of the proposal. The Compensation Committee discussed the results of this advisory vote in connection with its review of compensation decisions.

As described in more detail beginning on page 32 of this Proxy Statement under the heading “Executive Compensation—Compensation Discussion and Analysis,” the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices in fiscal year 2017.

Pay for Performance. The mix of compensation elements for the Named Executive Officers, and particularly the CEO, is more heavily weighted towards variable, performance-based compensation than for the balance of the Company’s executive officers. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results. For example, approximately 87% of the total target fiscal year 2017 compensation of our CEO, and approximately 76% of the total target fiscal year 2017 compensation of our other Named Executive Officers (on average), is at risk and tied primarily to the growth and profitability of the Company.

As discussed in the 2017 Financial Performance Highlights section beginning on page 33 below, in fiscal year 2017, we reported strong financial performance including record closed sales results.

In line with the Company’s strong overall financial performance in fiscal year 2017, the annual cash incentive payments for the Named Executive Officers ranged from 119% to 139% of their targets. In addition, because of our strong EPS performance in fiscal year 2017, performance-based RSU target awards were earned at 120% of their target amounts.

The TDC of the Named Executive Officers increased in fiscal year 2017 due to the Company’s above target performance in this fiscal year, as well as in some cases, an increase in TDC targets reflecting the Company’s strong performance in the prior fiscal year.

In summary, the Compensation Committee concluded that fiscal year 2017 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong.

Pay Targeted at Median. Our goal is to position target compensation at the median of the external market for the Named Executive Officers. On an individual basis, target compensation for each Named Executive Officer may be set above or below median based on a variety of factors including sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the target level based on the degree to which specific performance goals are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.
Risk Mitigation and Corporate Governance Policies and Practices. The Company has certain policies in place to minimize excessive risk taking such as a clawback policy and a policy that prohibits the hedging or pledging of the Company’s stock. In consultation with its independent compensation consultant, FW Cook, the Compensation Committee has reviewed the compensation programs for all Broadridge employees and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on the Company.

In addition, the Company has certain governance and compensation policies and practices in place to ensure that we meet best practices in corporate governance. Please see the “Compensation Governance Policies and Practices” and the “Corporate Governance Policies” sections on pages 38 and 50, respectively, of this Proxy Statement for descriptions of these policies and practices.

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Proposal 2 — Advisory Vote to Approve the Compensation of our Named
Executive Officers (the Say on Pay Vote)



The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our Named Executive Officers. This vote is advisory and will not be binding on the Company. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our Named Executive Officers.

We request that stockholders approve, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure requirements of the SEC.

Required Vote

The affirmative vote of a majority of votes cast at the 2017 Annual Meeting, in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting is required for advisory approval of the proposal, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.

Recommendation of the Board of Directors

The Board of Directors Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers as Disclosed in this Proxy Statement

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Proposal 3 — Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote)



In accordance with Section 14A of the Exchange Act, we are requesting your non-binding vote on whether an advisory vote to approve the compensation of our Named Executive Officers as disclosed in the Proxy Statement (the Say on Pay Vote) should take place every one year, two years, or three years.

Currently, a Say on Pay proposal is provided to stockholders to vote on every year. Recognizing stockholder expectations and market practice, the Board believes that holding a Say on Pay Vote every year is appropriate.

Required Vote

The frequency of future advisory votes to approve executive compensation receiving the greatest number of votes cast on the matter at the 2017 Annual Meeting (every one year, two years, or three years), in person or by proxy, and entitled to be voted on this proposal at the Annual Meeting will be considered the frequency recommended by stockholders, provided that a quorum is present. Abstentions and broker non-votes will be included in determining whether there is a quorum. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will have no effect on the outcome of the vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power with respect to this proposal, and broker non-votes will have no effect on the outcome of the vote.

Recommendation of the Board of Directors

The Board of Directors Recommends a Vote for every “ONE YEAR” on this Proposal as Disclosed in this Proxy Statement

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Executive Compensation



Compensation Discussion and Analysis

This section of the Proxy Statement explains the design and operation of our executive compensation program with respect to the following Named Executive Officers listed on the Summary Compensation Table on page 54:

Name
Title
Richard J. Daly
Chief Executive Officer (“CEO”)
James M. Young
Corporate Vice President and Chief Financial Officer (“CFO”)
Timothy C. Gokey
President and Chief Operating Officer (“COO”)
Christopher J. Perry
Corporate Senior Vice President, Global Sales, Marketing and Client Solutions
Robert Schifellite
Corporate Senior Vice President, Investor Communication Solutions

Executive Summary

Philosophy and Objectives of our Executive Compensation Program

The philosophy underlying our executive compensation program is to provide an attractive, flexible, and market-based total compensation program tied to performance and aligned with the interests of our stockholders. Our objective is to recruit and retain top caliber executive officers and other key employees to deliver sustained high performance to our stockholders.

Within this framework, we observe the following principles:

Hire and motivate talented executive officers: Base salaries and target incentive opportunities are designed to be market competitive to attract, engage and retain executives who will help ensure our future success. In addition, our program is designed to motivate and inspire behavior that fosters a high performance culture while maintaining a reasonable level of risk and adherence to the highest standards of overall corporate governance.
Pay for performance: Our program is designed to provide a clear line of sight and connection between compensation and performance, both individual and organizational. A significant portion of each executive’s pay varies based on organizational, individual and, when appropriate, business unit performance.
Align compensation with stockholder value: We align the interests of our executives with stockholders by ensuring that their compensation is heavily weighted towards variable, performance-based compensation. We use a combination of incentives to motivate our executives to meet annual goals in a manner that supports our longer term strategic objectives, with a significant portion of our executives’ compensation opportunity linked to Broadridge common stock.
Our annual cash incentive program is designed to reward annual performance as measured by achievement against pre-set annual financial and operating goals.
Our long-term equity incentive compensation program is designed to align executive officer financial interests with those of stockholders and to help improve our long-term profitability and stability through the attraction and retention of superior talent.

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Executive Compensation



The components of our executive compensation program are outlined below:

 
Base Salary
Page 41
Annual Cash Incentive
Page 42
Performance-Based
Restricted Stock Units
Page 46
Stock Options
Page 46
Who receives
All Named Executive Officers
Form of delivery
Cash
Equity
Performance period
Ongoing
One year
Two years, plus additional vesting period (total 30 month vesting period)
Four year vesting period
Performance measures
N/A
Three financial measures for corporate officers plus three financial measures for divisional officers
Adjusted EPS
Stock price appreciation
Client satisfaction goals
Individual strategic and leadership goals
Link to Compensation and Business Objectives
Attract and retain executive talent
Focus executives on achieving annual financial and operating results
EPS growth drives long-term value to stockholders
Stock price appreciation provides direct alignment with our stockholders

In addition to the compensation elements described above, we also provide additional benefits, including retirement plans and modest perquisites as described beginning on page 48.

2017 Financial Performance Highlights

In fiscal year 2017, we achieved another year of strong financial performance, including record closed sales results.


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Our strong financial results enabled the Company to generate total shareholder return of 18% and 93% for the one-year and three-year periods ended June 30, 2017, respectively. This performance would have put Broadridge within the top half of companies in the S&P 500 for the one-year period and within the top quartile of companies in the S&P 500 for the three-year period. Our total return is calculated as the annualized rate of return reflecting our common stock price appreciation plus the reinvestment of dividends and the compounding effect of dividends paid on reinvested dividends. We continued to return capital to our stockholders through share repurchases and increased levels of dividends, while also investing in our business through acquisitions.

During the fiscal year, we repurchased 4.9 million shares at an average price of $69.64 under our stock repurchase program. In total, in fiscal year 2017 we returned $434 million to stockholders in the form of dividends and share repurchases, net of proceeds from the exercise of stock options.

Acquisitions are an important part of our strategy. We spent a total of $539 million on acquisitions and other strategic investments in fiscal year 2017, including the acquisition in July 2016 of the North American Customer Communications business (“NACC”) of DST Systems, Inc. for an aggregate purchase price of $410 million. NACC has been integrated into our existing customer communications business to create Broadridge Customer Communications. The NACC acquisition expands the services we provide to corporations to include other forms of communications including both print and digital bills and statements, and provides additional benefits with respect to our digital communication strategy.

We increased the dividend amount paid by 10% during fiscal year 2017. Also, in August 2017, our Board of Directors increased our annual dividend amount for fiscal year 2018 by 11% to $1.46 per share, subject to the discretion of the Board of Directors to declare quarterly dividends. With this increase, our annual dividend has increased for the tenth consecutive year since becoming a public company in 2007.

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Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures
   
 
Certain financial results in the Proxy Summary section and this 2017 Financial Performance Highlights section are not presented in accordance with U.S. GAAP (“Non-GAAP”). These Non-GAAP measures are adjusted net earnings and adjusted EPS. These Non-GAAP measures should be viewed in addition to, and not as a substitute for, our reported results.
   
 
Our Non-GAAP adjusted earnings results exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of our ongoing performance. Our adjusted net earnings and adjusted EPS measures for fiscal year 2016 exclude the impact of Acquisition Amortization and Other Costs, which represent the amortization of acquired intangibles as well as other transaction costs and certain integration costs associated with the Company’s acquisition activities. Our adjusted net earnings and adjusted EPS measures for fiscal year 2017 exclude the impact of Amortization of Acquired Intangibles and Purchased Intellectual Property, Acquisition and Integration Costs, and the Message Automation Limited (“MAL”) investment gain.
   
 
Amortization of Acquired Intangibles and Purchased Intellectual Property represents non-cash expenses associated with the Company's acquisition activities. Acquisition and Integration Costs represent certain transaction and integration costs associated with the Company’s acquisition activities. The MAL investment gain refers to the Company’s non-cash, nontaxable gain on the Company’s 25% interest in MAL upon its acquisition of the remaining 75% of the company.
   
 
Please see “Explanation and Reconciliation of the Company’s Use of Non-GAAP Financial Measures” on pages 20 and 21 of the Annual Report to Stockholders accompanying this Proxy Statement, which can also be found on our website at www.broadridge.com, for more information on the use of these Non-GAAP financial measures and a reconciliation of these Non-GAAP measures to their most directly comparable GAAP measures.
   
   

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2017 Compensation Highlights

Our philosophy is to position the target compensation structure for our executive officers, in the aggregate, at the median of the external market. On an individual basis, target compensation for executive officers including our Named Executive Officers, is set above or below the median based on a variety of factors including time in position, sustained performance over time, readiness for promotion to a higher level, and skill set and experience relative to external market counterparts. Actual compensation varies above or below the target level based on the degree to which specific performance goals are attained in the variable incentive plans, changes in stock value over time, and the individual performance of each executive.

Fiscal year 2017 TDC for the Named Executive Officers reflects the Company’s strong overall performance in this fiscal year. The annual cash incentive payments for the Named Executive Officers were above their targets, as described below. In addition, performance-based RSU awards for the performance period ending with fiscal year 2017 were earned at 120% of their target amounts, reflecting Adjusted EPS performance in fiscal years 2016 and 2017 that exceeded our target performance goals.

In summary, the Compensation Committee concluded that fiscal year 2017 compensation was well aligned with the Company’s performance for the year and that the connection between pay and performance was strong.

Compensation Objectives and Fiscal Year 2017 Compensation Actions

A summary of the actions taken by the Compensation Committee during the year are set forth below.

Compensation Component
2017 Compensation Actions
Base Salary
Provided base salary increases for fiscal year 2017 to the Named Executive Officers, averaging 4.4%.
Annual Cash Incentive Compensation
Annual cash incentive targets and performance targets were established early in the fiscal year.
Payments for the Named Executive Officers ranged from 119% to 139% of their targets based on achievement of financial and strategic goals.
Long-Term Equity
Incentive Compensation
Performance-based RSUs granted in October 2015 were earned at 120% of target, based on the average Adjusted EPS performance in fiscal years 2016 and 2017. They will vest in April 2018 subject to continued employment.
Performance-based RSUs were granted in October 2016. Achievement will be based on the average Adjusted EPS performance in fiscal years 2017 and 2018.
Stock options were granted in February 2017.

Summary of Target Compensation for Named Executive Officers

A summary of the fiscal year 2017 target TDC of the Named Executive Officers as approved by the Compensation Committee is set forth in the table below. The compensation presented in this table differs from the compensation presented in the Summary Compensation Table, which can be found on page 54 of this Proxy Statement, and is not a substitute for such information. As required by SEC rules, the stock award and stock option columns in the Summary Compensation Table represent the grant date fair value of awards made during fiscal year 2017. The target equity values in the table below represent the target award amounts approved by the Compensation Committee.

 
Base Salary
Annual Cash Incentive
Annual Equity Incentive
 
Name
Annual
Value
Fixed Cash
as %
of Target
TDC
Cash
Incentive
Target as %
of Salary
Target Value
Cash
Incentive
as % of
Target TDC
Target Value
Equity as
% of
Target
TDC
Target TDC
Mr. Daly
$
901,250
 
 
13%
 
 
165%
 
$
1,487,063
 
 
21%
 
$
4,750,000
 
 
67%
 
$
7,138,313
 
Mr. Young
$
546,364
 
 
25%
 
 
85%
 
$
464,409
 
 
21%
 
$
1,150,000
 
 
53%
 
$
2,160,772
 
Mr. Gokey
$
618,000
 
 
20%
 
 
130%
 
$
803,400
 
 
26%
 
$
1,650,000
 
 
54%
 
$
3,071,400
 
Mr. Perry
$
583,495
 
 
28%
 
 
140%
 
$
816,893
 
 
39%
 
$
700,000
 
 
33%
 
$
2,100,388
 
Mr. Schifellite
$
566,500
 
 
27%
 
 
115%
 
$
651,475
 
 
31%
 
$
900,000
 
 
42%
 
$
2,117,975
 

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Executive Total Compensation Mix

A significant portion of the CEO’s and other Named Executive Officers’ target TDC is variable, performance-based compensation. This is intended to ensure that the executives who are most responsible for overall performance and changes in stockholder value are held most accountable for results.


Strong Stockholder Support for our Compensation Programs

Each year, the Company provides stockholders with an opportunity to cast an advisory vote on the compensation of the Company’s Named Executive Officers (the Say on Pay Vote). At the 2016 annual meeting of stockholders, stockholders continued their strong 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 annual Say on Pay proposal for advisory vote, the Company is requesting your non-binding vote on the frequency of the Say on Pay Vote to approve the compensation of its Named Executive Officers as disclosed in the Proxy Statement (the Frequency Vote). Currently, the Say on Pay proposal is included every year. Recognizing stockholder expectations and market practice, the Board believes that holding the Say on Pay Vote every year is appropriate.

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Executive Compensation



Compensation Governance Policies and Practices

The Company has the following policies and practices in place to ensure that we minimize excessive risk taking and meet best practices in compensation governance:

Policy/Practice
Overview
Clawback Policy
Executive officer cash and equity incentive compensation is subject to reimbursement, if and to the extent that the payment, grant, or vesting was predicated upon the achievement of financial results that were subsequently the subject of a financial restatement due to material noncompliance with financial reporting requirements by the Company, and a lower payment, award, or vesting would have occurred based upon the restated financial results.
Double-trigger on Change in Control
Our Change in Control Severance Plan (the “CIC Plan”) has a “double-trigger,” which provides payments of cash and vesting of equity awards only upon termination of employment without “cause” or with “good reason” within three years following a change in control.
No Re-pricing or Discount Stock Options
We do not replace, cash out, or lower the exercise price of underwater stock options without stockholder approval, and the exercise price of our stock options is not less than 100% of the fair market value of our common stock on the date of grant.
No Dividends or Dividend Equivalents on Unearned Performance-based RSUs
Dividends or dividend equivalents are not earned or accrued by our performance-based RSUs until they vest and convert to shares of common stock.
Stock Ownership Guidelines and Retention and Holding Period Requirements
To encourage equity ownership among our executive officers, we maintain stock ownership guidelines based on a multiple of their salaries; the guidelines include stock retention and holding period provisions.
No Employment Agreements
Our Named Executive Officers do not have employment agreements and therefore are not entitled to minimum base salaries, guaranteed bonuses or guaranteed levels of equity or other incentives.
No Hedging or Pledging
of Stock
Our executive officers, directors, and employees are prohibited from engaging in hedging and pledging activities or short sales with respect to Broadridge common stock.
No Excise Tax Gross-ups
We do not provide for excise tax gross-ups to executive officers in the event of a change in control of the Company.
Restrictive Covenant Agreements
We require that executives agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions as a condition to receiving an equity grant or severance payments under the severance plan for executive officers (“Officer Severance Plan”).
Independence of our Compensation Committee and Advisor
The Compensation Committee is comprised solely of independent directors and utilizes the services of an independent compensation consultant.

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Executive Compensation



Key Roles and Processes for Executive Compensation Decision-Making

Role of the Compensation Committee

The Compensation Committee has oversight of all compensation elements provided to Broadridge’s executive officers, including the Named Executive Officers.

The Compensation Committee plays a significant role in the evolution of Broadridge’s executive compensation strategies and policies in order to ensure that our executive compensation program supports our long-term business strategies and enhances our performance and return to stockholders while not creating undue risk. Among its duties, the Compensation Committee determines and approves the total compensation of our CEO and approves the compensation for the remainder of our executive officers after taking into account the CEO’s recommendations including:

review and approval of corporate incentive goals and objectives relevant to compensation;
evaluation of the competitiveness of each executive officer’s total compensation package; and
approval of any changes to the total compensation package, including, but not limited to, base salary, annual cash incentive and long-term equity incentive award opportunities.

Role of the Independent Consultant

The Compensation Committee engages FW Cook as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers. In addition, FW Cook gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, executive compensation trends, and governance and regulatory updates. FW Cook also provides ongoing assistance in the design and structure of the variable incentive plans, including the selection of performance metrics and the setting of performance goals.

The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2017, concluded that FW Cook is independent and their work has not raised any conflicts of interest. FW Cook reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity. Please see the “Corporate Governance” section on page 17 of this Proxy Statement for additional information about the role of FW Cook.

Role of Management

Our CEO makes recommendations to the Compensation Committee with respect to the base salaries, annual cash incentive awards and long-term incentive awards for executive officers, within the framework of the executive compensation program approved by the Compensation Committee and taking into account FW Cook’s review of market competitive compensation data on behalf of the Compensation Committee. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and retention considerations. The Compensation Committee considers the CEO’s recommendations in its sole discretion. Our CEO does not make recommendations that affect his own compensation.

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Executive Compensation



Peer Group Selection and Market Data

Broadridge refers to a peer group in establishing executive officer target compensation. The list of companies determined to be Broadridge’s peers for executive officer compensation benchmarking purposes is reviewed annually by the Compensation Committee. Fiscal year 2017 target compensation was determined by the Committee in August 2016 taking into account the peer group established earlier in 2016 and set out below.

How the Peer Group was Chosen:

     Comparable businesses operating in similar industries
     Within a reasonable range of revenue, market capitalization, operating income, total assets and number of employees compared to Broadridge, with revenue as the primary measure
     Similar cost structures, business models, and compensation models
     Similar level of global reach   

How we use the Peer Group:

     As a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the Named Executive Officers
     As information on market practices including share utilization and share ownership guidelines
     To compare Company performance and validate whether executive compensation programs are aligned with Company performance
      
The Compensation Committee, with the assistance of its independent compensation consultant, FW Cook, determined that the following 17 companies are Broadridge’s peers for fiscal year 2017 compensation benchmarking purposes (the “Peer Group”):
 
 Alliance Data Systems
   Corp.
   
 CA, Inc.
   
 Convergys Corp.
   
 CoreLogic, Inc.
 DST Systems
   
 Dun & Bradstreet Corp.
   
 Equifax Inc.
   
 Euronet Worldwide Inc.
   
 Fiserv Inc.
 Global Payments Inc.
   
 Heartland Payment
   Systems Inc.
   
 Jack Henry & Associates
   
 Paychex Inc.
 Total System Services Inc.
   
 Vantiv
   
 VeriFone Holdings Inc.
   
 Western Union Company

The Compensation Committee decided to remove Fidelity National Information Services, Inc. from the Peer Group for fiscal year 2017 as it was considered too large following its acquisition of SunGard in 2016. The Committee decided to add CA, Inc. and Vantiv to the Peer Group for fiscal year 2017, both of which are comparable in size and business to the Company. Following the acquisition of Heartland Payment Systems Inc. by Global Payments Inc. in April 2016, the Committee continued to include both companies in the Peer Group for fiscal year 2017 compensation purposes. At the time of the Committee’s compensation review, Broadridge was at the 46th percentile for revenue and the 44th percentile on all financial measures compared with the Peer Group.

Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the Named Executive Officers. As there is limited data on positions other than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from national survey sources related to general industry and technology companies size-adjusted for Broadridge’s total revenues, or in the case of the role of Mr. Schifellite, size-adjusted for the total revenues of the business he manages, when it considers the market competitiveness of Named Executive Officer compensation levels and/or market practices. The Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.

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CEO Evaluation Process

The Board of Directors evaluates the performance of the CEO annually. For fiscal year 2017, the Board’s evaluation of Mr. Daly’s performance took into account a CEO balanced scorecard. The CEO balanced scorecard assessed financial and operational business performance against pre-determined objectives in four categories: financial goals, operational excellence goals, human capital goals, and client goals. For more information on the fiscal year 2017 goals, please see the section entitled “Corporate Officer Bonus Plan—Strategic and Leadership Goals” beginning on page 44.

The Board of Directors concluded that Mr. Daly exceeded its overall expectations based on his leadership of the Company and in driving strong operational and financial performance. The Compensation Committee considered the Board of Directors’ evaluation of Mr. Daly’s performance when determining his fiscal year 2017 cash incentive achievement and his fiscal year 2018 base salary and incentive compensation targets.

The Board of Directors also used the CEO balanced scorecard to communicate the key performance and strategic and leadership goals that it wants Mr. Daly to pursue in the upcoming fiscal year.

Elements of Executive Compensation

Base Salary

The Compensation Committee reviews the base salaries of the Named Executive Officers in the first quarter of the Company’s fiscal year. In fiscal year 2017, the Compensation Committee approved base salary increases for the Named Executive Officers of three percent (3%), in line with other employees of the Company, except that Mr. Schifellite received a salary adjustment of ten percent (10%) to reflect his key role as leader of our largest business and in driving strong results including product growth. The salary increases were effective September 1, 2016.

Name
Fiscal Year
2016
Base Salary
Increase
Fiscal Year
2017
Base Salary
Richard J. Daly
$
  875,000
 
 
3.0%
 
$
  901,250
 
James M. Young
$
530,450
 
 
3.0%
 
$
546,364
 
Timothy C. Gokey
$
600,000
 
 
3.0%
 
$
618,000
 
Christopher J. Perry
$
566,500
 
 
3.0%
 
$
583,495
 
Robert Schifellite
$
515,000
 
 
10.0%
 
$
566,500
 

Incentive Compensation

Broadridge provides both annual and long-term performance-based compensation to all of its executive officers, including those who are Named Executive Officers. These plans operate within the Omnibus Plan. The following discussion contains information regarding certain performance measures and goals. These measures and goals are disclosed in the limited context of our executive compensation program and are defined in the “Explanation of Compensation Adjusted Non-GAAP Financial Measures” section on page 52. Investors should not apply these measures and goals to other contexts.

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Annual Cash Incentive Compensation

The annual cash incentive compensation program was created to align Named Executive Officers’ compensation with annual financial performance. The process by which the annual cash incentive compensation is determined is set forth below:

 
What
Timing
Description
2017 Result
Step 1
Set target bonuses
Early in the fiscal year
Target bonus is a percentage of salary
NEO target bonus percentages unchanged from 2016. See page 36 for targets.
Step 2
Establish performance funding target
Early in the fiscal year
Adjusted Net Earnings goal approved by the Compensation Committee.(1)
If achieved, officer bonus pool is funded at 200% of target. See “Corporate Officer Bonus Plan — 2017 Performance Funding Target” on page 42.
Threshold achievement required for annual bonus payout
Step 3
Establish performance goals
Early in the fiscal year
Aligned to fiscal year operating plan. Reviewed and approved by the Compensation Committee.(1)
See “Corporate Officer Bonus Plan — 2017 Performance Metrics - Financial Goals” on page 43.
Corporate financial goals for all NEOs
Divisional goals for division presidents
Client Satisfaction goals for all NEOs
Strategic and leadership goals that vary by NEO
Step 4
Calculate threshold performance funding achievement (Adjusted Net Earnings)
After the fiscal year end
Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1)
Adjusted Net Earnings goal was achieved.
Step 5
Calculate financial and client satisfaction achievement
After the fiscal year end
Formulaic, based on the pre-set goals. Reviewed and approved by the Compensation Committee.(1)
See “Corporate Officer Bonus Plan — 2017 Performance Metrics - Financial Goals” on page 43 and “Corporate Officer Bonus Plan — Client Satisfaction Goal” on page 44.
Step 6
Assess the strategic and leadership performance
After the fiscal year end
Compensation Committee reviews and approves for all NEOs with input from CEO for other NEOs.
See “Corporate Officer Bonus Plan — Strategic and Leadership Goals” on page 44.
(1) For information on how these metrics are calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 52.

Corporate Officer Bonus Plan – 2017 Performance Funding Target

For the annual cash incentive awards, the Compensation Committee established that no amount would be payable to the Company’s officers for fiscal year 2017 unless the Company’s fiscal year 2017 Adjusted Net Earnings were at least $229.7 million. Broadridge’s compensation Adjusted Net Earnings for fiscal year 2017 were $383.9 million and, therefore, exceeded the $229.7 million threshold required in order to pay cash incentive awards under this plan. For the definition of Adjusted Net Earnings and for information on how it is calculated, see “Explanation of Compensation Adjusted Non-GAAP Financial Measures” on page 52.

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Achievement of the performance threshold goal establishes a maximum award amount that each executive officer is eligible to receive, equal to 200% of their target amount set forth below. However, the actual cash incentive award payable is determined by the Compensation Committee based on the scoring of the financial and leadership goals established for each officer as described below, limited to the maximum award amount.

Corporate Officer Bonus Plan – 2017 Performance Metrics

For fiscal year 2017, the Compensation Committee determined that the annual cash incentive awards for the Named Executive Officers be calculated as follows:


Corporate Officer Bonus Plan – 2017 Performance Metrics – Financial Goals

The Compensation Committee considers the achievement of financial goals to be the most relevant measure of the Company’s overall business performance for the year; therefore, the financial goals are the most heavily weighted factors. The Compensation Committee determined that the financial goals below are aligned with the Company’s long-term growth and profitability objectives.

The Compensation Committee establishes threshold, target and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the Company’s operating plan growth goals.

The corporate financial goals used to score the annual cash incentives of the Named Executive Officers are set forth below. These financial goals include the NACC business acquired by the Company during fiscal year 2017.


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Executive Compensation



In addition to the Corporate Financial Goals, Mr. Schifellite’s Corporate Officer Bonus Plan includes Adjusted EBT, Closed Sales and Fee-Based Revenue goals based on the performance of the bank, broker-dealer and corporate issuer solutions business of our Investor Communication Solutions segment (“Bank/Broker/Issuer division”). The Corporate Financial Goals and those of the Bank/Broker/Issuer division are given equal weight in the determination of his cash incentive award.

The Company has not disclosed the targets and ranges pertaining to the Bank/Broker/Issuer division because this information is not otherwise publicly disclosed by the Company, and the Company believes it would cause competitive harm to do so in this Proxy Statement. The Bank/Broker/Issuer division financial goals were set above last year’s achievement and the outcome was substantially uncertain at the time the goals were set. Achievement of the Bank/Broker/Issuer division goals ranged from 93% to 114% of target performance in fiscal year 2017, 98% to 103% of target performance in fiscal year 2016, and 101% to 106% of target performance in fiscal year 2015. For fiscal year 2017, the weighted-average score of the Bank/Broker/Issuer division Financial Goals was 107%.

Mr. Perry’s Corporate Officer Bonus Plan has two components, each with a target of 70% of his base salary:

Corporate Goals Component, which is comprised of the corporate financial goals described above, as well as client satisfaction and strategic and leadership results. This component is scored in the same manner as the annual cash incentive awards of the other corporate Named Executive Officers (i.e., Messrs. Daly, Young and Gokey).
Sales Incentive Component, which is scored based on Broadridge’s Closed Sales achievement.

Corporate Officer Bonus Plan – Client Satisfaction Goal

Broadridge conducts a client satisfaction survey for each of its major business units annually. Each year, threshold, target and stretch goals are established, with target and stretch award levels based on exceeding the prior year’s performance. The results of the client satisfaction survey are included as a component of the Corporate Officer Bonus Plan because of the importance of client retention to the achievement of Broadridge’s revenue goals.

For the Named Executive Officers, other than Mr. Schifellite, client satisfaction is the weighted-average achievement against pre-set targets in Broadridge’s client satisfaction survey of the Investor Communication Solutions and Global Technology and Operations business segments. The score for Mr. Schifellite is based solely on the performance of the Bank/Broker/Issuer division. The percentage earned by Mr. Schifellite was 200% of target, and the percentage earned by the other Named Executive Officers was 142% of target.

Corporate Officer Bonus Plan – Strategic and Leadership Goals

Strategic and leadership achievement is included as a component of each Named Executive Officer’s bonus in order to reinforce the importance of the Company’s non-financial strategic objectives. The amounts payable on this component are determined based on the Compensation Committee’s evaluation of the Named Executive Officer’s strategic and leadership performance.

44     Broadridge 2017 Proxy Statement

TABLE OF CONTENTS

Executive Compensation



CEO

The following primary strategic and leadership goals were communicated to Mr. Daly by the Compensation Committee at the beginning of the fiscal year. The Compensation Committee evaluated Mr. Daly’s achievement of these strategic and leadership goals which are set forth in the CEO balanced scorecard:

CEO Strategic and Leadership Goals
Achievement
Meet established financial goals and achieve top quartile total shareholder return performance
Financial performance was in line with targets. One year total shareholder return performance was in the top half of the S&P 500 and three year total shareholder return performance was in the top quartile of the S&P 500.
Drive strategic growth through new products, innovation and global expansion
The Company made multiple acquisitions aligned with its strategic objectives and advanced several strategic initiatives including expanding its digital capabilities and blockchain technology applications.
Develop bench strength throughout the organization, paying special attention to increasing diversity
The Company enhanced its executive talent through a combination of external hires and promotions. Annual talent reviews are conducted with focus on the executive talent pipeline and diversity.
Ensure that operations are accurate, dependable and efficient while fully integrating the NACC acquisition
The NACC acquisition was the Company’s largest in its history and during the integration, the Company has continued to consistently achieve strong operational performance. The Company’s strong client revenue retention rate of 98% provides a stable base for future revenue growth.

The Compensation Committee specifically considered these key accomplishments in its assessment of Mr. Daly’s overall performance and decided to pay Mr. Daly 130% of the target on the strategic and leadership goals portion of his cash incentive award.

Other Named Executive Officers

The strategic and leadership goals for the other Named Executive Officers were similar to the qualitative measures used by the Compensation Committee to evaluate the performance of Mr. Daly; however, they varied by Named Executive Officer. The following key accomplishments were considered in determining the achievement of the strategic and leadership goals portion of the other Named Executive Officers’ cash incentive awards:

The Company’s strong financial results for fiscal year 2017 and total shareholder return performance
The successful integration of the NACC business, and other acquisitions aligned with the Company’s strategic objectives
Progress in the Company’s strategic initiatives including expanding its digital capabilities and blockchain technology applications
The Company’s strong operational performance as evidenced by its client revenue retention rates

Mr. Daly made a recommendation to the Compensation Committee with respect to achievement of the strategic and leadership goals for each of the other executive officers, which the Compensation Committee reviewed in assessing their performance.

Fiscal Year 2017 Annual Corporate Officer Bonus Payments

The results of the annual Corporate Officer Bonus award calculations for fiscal year 2017 are as follows:

 
Fiscal Year 2017 Corporate Officer Bonus Plan Payment
Name
Base
Salary
 
Target
%
 
Target $
Financial
% (70%)
Client
Satisfaction
% (5%)
Strategy and
Leadership %
(25%)
Earned
as %
of Target
Earned $
Richard J. Daly
$
901,250
 
 
x
 
 
165%
 
 
=
 
$
1,487,063
 
 
115.6%
 
 
142.2
%
 
130.0%
 
 
120.5%
 
$
1,792,134
 
James M. Young
$
546,364
 
 
x
 
 
85%
 
 
=
 
$
464,409
 
 
115.6%
 
 
142.2
%
 
135.0%
 
 
121.8%
 
$
565,488
 
Timothy C. Gokey
$
618,000
 
 
x
 
 
130%
 
 
=
 
$
803,400
 
 
115.6%
 
 
142.2
%
 
130.0%
 
 
120.5%
 
$
968,218
 
Robert Schifellite
$
566,500