Proxy Statement – Form DEF 14A

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒ Definitive Proxy Statement

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Letter to Our Stockholders

Notice of Annual Meeting of Stockholders

Table of Contents

2024 Performance Snapshot*

	The Broadridge financial model is focused on driving steady revenue growth and consistent earnings per share ("EPS") growth, generated by:
	Sustainable Recurring revenue growth			Investments in our long-term growth strategy			Continued margin expansion from our scale and operational efficiencies			Balanced capital allocation leveraging our strong Free cash flow businesses

*

For more complete information about our financial performance, please review the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the "2024 Form 10-K"). Certain measures referenced are not prepared in accordance with generally accepted accounting principles ("GAAP"). For an explanation of our use of these Non-GAAP measures and a reconciliation to their most directly comparable GAAP measures, see "Non-GAAP Financial Measures" beginning on page 93 of this Proxy Statement.

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

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 2024 Annual Meeting of Stockholders of the Company, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

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. Your vote is important and we want to hear from you, our stockholders. You do not need to attend the Annual Meeting to vote your shares. For every stockholder account that votes, Broadridge will make a $1 charitable donation to Ronald McDonald House New York.

If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting, except on the ratification of the appointment of our independent registered public accountants for fiscal year 2025, unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares by telephone or online. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or nominee before the date of the Annual Meeting.

The following table summarizes the proposals to be considered at the Annual Meeting and the Board's voting recommendation with respect to each proposal.

	PROPOSAL 1
	Election of Directors
				The Board recommends a vote FOR each director nominee.			See Page 9

Committee Memberships

Director

Experience

Age*

AC

CC

GNC

Director Since

Pamela L. Carter Independent

Retired President, Cummins Distribution Business, division of Cummins Inc.

74

•

•

2017

Richard J. Daly Executive Chairman

Executive Chairman, Former Chief Executive Officer, Broadridge

71

2007

Robert N. Duelks Independent

Former Executive, Accenture plc

69

•

•

2009

Melvin L. Flowers Independent

Former Head of Internal Audit and Risk Management, Microsoft Corporation Former CFO of three public companies

71

•

•

2021

Timothy C. Gokey

Chief Executive Officer, Broadridge

63

2019

Brett A. Keller Independent

Chief Executive Officer, priceline.com LLC

56

•

•

2015

Maura A. Markus Independent

Former President and Chief Operating Officer, Bank of the West

66

•

•

2013

Eileen K. Murray Independent

Former Chair of the Board of Governors, Financial Industry Regulatory Authority

66

•

•

2022

Annette L. Nazareth Independent

Senior Counsel, Davis Polk & Wardwell Former SEC Commissioner

68

•

•

2021

Amit K. Zavery Independent

Vice President/General Manager and Head of Platform for Google Cloud, Google, LLC

53

•

2019

*	Director ages are as of August 14, 2024, which is the date the Board approved their nomination.

AC

Audit Committee

GNC

Governance and Nominating Committee

•

Member

CC

Compensation Committee

•

Chair

Board Nominee Highlights

	PROPOSAL 2
	Advisory Vote to Approve Compensation of Our Named Executive Officers
				The Board recommends a vote FOR this proposal.			See Page 42

(1)	Other NEO target TDC is an average of the annualized total compensation of Mr. Reese, Mr. Perry, Mr. Carey, and Ms. Jarkowski.

	PROPOSAL 3
	Ratification of Appointment of Independent Registered Public Accountants
				The Board recommends a vote FOR this proposal.			See Page 82

Information About the Nominees

	IDENTIFYING AND EVALUATING CANDIDATES			INTERVIEWING A QUALIFIED CANDIDATE			RECOMMENDING THE CANDIDATE TO THE BOARD

When seeking candidates as Board members, the Governance and Nominating Committee solicits suggestions from incumbent directors, management or stockholders. From time to time, the Governance and Nominating Committee may retain a search firm to assist the Company with identifying and evaluating Board candidates who have the background, skills and experience that the Governance and Nominating Committee has identified as desired in director candidates.

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

If the Governance and Nominating Committee believes a candidate would be a valuable addition to the Board, it will recommend that candidate's election to the full Board.

Nominee Qualifications

Under the Company's Corporate Governance Principles, two-thirds of the Board must be comprised of directors who are independent based on the applicable rules of the NYSE and the SEC. The NYSE's Listed Company Manual (the "NYSE Listing Standards") provides that the Board is required to affirmatively determine which directors are independent and to disclose such determination for each annual meeting of stockholders. No director will be deemed to be independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as an officer, stockholder or partner of an organization that has a relationship with the Company. In its review of director independence, the Board considers all relevant facts and circumstances, including without limitation, all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company in conjunction with the Corporate Governance Principles and Section 303A of the NYSE Listing Standards.

The Board reviewed each director's relationship with the Company and affirmatively determined that all of the directors, other than Mr. Gokey and Mr. Daly, are independent under applicable NYSE and SEC requirements. Mr. Gokey and Mr. Daly were determined to not be independent due to their positions as our CEO and our Executive Chairman, respectively.

Factors and Principles

The Board and Governance and Nominating Committee consider the following factors and principles in evaluating and selecting director nominees:

Board Nominee Information Matrix

The following matrix provides information regarding our Board nominees, including demographic information such as whether they are gender, racially, or ethnically diverse, and certain types of knowledge, skills, experiences, and attributes possessed by our directors which our Board believes are relevant to our business and industry. While our Governance and Nominating Committee considers the knowledge, skills, experiences, and attributes listed below in the director nomination process, the matrix does not encompass all of the qualifications of our Board nominees, and the fact that a particular knowledge, skill, experience, or attribute is not listed does not mean that a Board nominee does not possess it. In addition, our Governance and Nominating Committee retains the right to modify the qualifications it considers in the Board nomination process from time to time as it deems appropriate.

	DIRECTOR EDUCATION			ON-SITE VISITS			REGULAR DISCUSSIONS

Directors are provided with and encouraged to participate in various external educational opportunities. In addition, we invite internal and external speakers to present to our Board on key topics, such as cybersecurity and regulatory compliance.

Directors periodically visit our different locations, including our production facilities, to interact directly with associates and better understand our operations and culture.

Directors meet regularly one-on-one with members of the executive team and senior management to ensure they stay informed and engaged with leadership. In addition, management presents to the Board on critical topics of interest, such as competition and client relationships.

Calling Board and stockholder meetings

Presiding at Board and stockholder meetings

Establishing Board meeting agendas, subject to approval of the Lead Independent Director

Presiding at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors

Serving as liaison between the Executive Chairman and the independent directors

Approving meeting schedules, agendas and materials for the Board

Having the authority to call meetings of the independent directors

Acting as liaison between the independent directors and the CEO

If requested by major stockholders, ensuring their availability for consultation and direct communication

	Audit Committee			Number of Meetings in 2024: 8

	CURRENT MEMBERS:
	Pamela L. Carter (Chair)			Brett A. Keller			Annette L. Nazareth
	Robert N. Duelks			Maura A. Markus			Amit K. Zavery
	Melvin L. Flowers			Eileen K. Murray
	Financial Expert
	PRIMARY RESPONSIBILITIES The Audit Committee's responsibilities and authorities include assisting the Board in overseeing the following:
	The Company's systems of internal controls regarding finance, accounting, legal, and regulatory compliance The Company's auditing, accounting, and financial reporting processes generally The integrity of the Company's financial statements and other financial information provided by the Company to its stockholders and the public The Company's practices to ensure adequate risk assessment, risk management, and business continuity The Company's information security program, including cybersecurity and data privacy risks and controls The Company's compliance with legal and regulatory requirements The performance of the Company's Internal Audit Department and independent registered public accountants
	In addition, in the performance of its oversight duties and responsibilities, the Audit Committee also reviews and discusses with management the Company's quarterly financial statements and earnings press releases as well as financial information and earnings guidance included therein; reviews periodic reports from management covering changes, if any, in accounting policies, procedures and disclosures; reviews management's assessment of the effectiveness of the internal control over financial reporting to ensure compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and reviews and discusses with the Company's internal auditors and with its independent registered public accountants the overall scope and plans of their respective audits.
	INDEPENDENCE AND AUDIT COMMITTEE FINANCIAL EXPERTS
	The Board has determined that each of the members of the Audit Committee is independent as defined by NYSE Listing Standards and the rules of the SEC applicable to audit committee members. The Board has determined that Mr. Flowers, Ms. Markus, Ms. Murray, and Ms. Nazareth qualify as audit committee financial experts as defined in the applicable SEC rules, and that all Audit Committee members are financially literate.
	Under the Company's Corporate Governance Principles, Audit Committee members are prohibited from serving on more than three public company audit committees.

	Compensation Committee			Number of Meetings in 2024: 7

	CURRENT MEMBERS:
	Maura A. Markus (Chair)			Brett A. Keller			Annette L. Nazareth
	PRIMARY RESPONSIBILITIES The Compensation Committee's responsibilities and authorities include:
	Reviewing the Company's compensation strategy Reviewing the Company's compensation disclosures in its annual Proxy Statement and Annual Report on Form 10-K filed with the SEC Reviewing corporate and individual goals relevant to the compensation of the CEO and other executive officers, and evaluating performance against those goals Reviewing the risks associated with the Company's compensation programs Approving the compensation of the CEO, Executive Chairman, and all other executive officers Reviewing and making recommendations to the Board regarding the director compensation program Reviewing the Company's human capital strategies, initiatives and programs with respect to the Company's culture, talent, recruitment, retention, and employee engagement, as well as diversity, equity, and inclusion ("DEI") matters
	In addition, the Compensation Committee administers the Company's equity-based compensation plans and takes such other action as may be appropriate or as directed by the Board to ensure that the compensation policies of the Company are reasonable and fair.
	As necessary, the Compensation Committee consults with Frederic W. Cook & Co. Inc. ("FW Cook") as its independent compensation consultant to advise on matters related to our executive officers' and directors' compensation and general compensation programs.
	INDEPENDENCE
	The Board has determined that each member of the Compensation Committee is independent as defined by NYSE Listing Standards. In addition, each member of the Compensation Committee is independent for purposes of the applicable SEC and tax rules.

	Governance and Nominating Committee			Number of Meetings in 2024: 4

	CURRENT MEMBERS:
	Robert N. Duelks (Chair)			Pamela L. Carter
	Eileen K. Murray			Melvin L. Flowers
	PRIMARY RESPONSIBILITIES The Governance and Nominating Committee's responsibilities and authorities include:
	Identifying individuals qualified to become Board members and recommending that the Board select a group of director nominees for each of the Company's annual meetings of stockholders Ensuring that the Audit, Compensation, and Governance and Nominating Committees have the benefit of qualified and experienced independent directors Developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company  Reviewing and overseeing the Board and Committee performance evaluation process  Overseeing the Company's governance practices and ethics program Together with the full Board, advising management on the Company's environmental, social, and governance ("ESG") strategy, policies, programs, and reporting
	INDEPENDENCE
	The Board has determined that each member of the Governance and Nominating Committee is independent as defined by NYSE Listing Standards.

The Board's Oversight Role

The Board is responsible for overseeing the management of the Company, including a number of specific functions such as the development and execution of business and financial strategies and the effectiveness of Company policies and processes. In fulfilling this obligation, the Board considers the interests of the Company's stockholders and other stakeholders, including clients, employees, suppliers and the communities in which the Company operates, all of whom are essential to the Company's success. The Board delegates oversight for certain areas to each Committee based on their relevance to the subject matter of the Committee.

Risk Oversight

The responsibilities of the Board include oversight of the Company's risk management processes. The Board has two primary methods of oversight. The first method is through the Company's Enterprise Risk Management ("ERM") program through which the Board receives regular reports from management regarding the most significant risks facing the Company. The second is through the functioning of the Board's committees.

Enterprise Risk Management Program

The goal of the ERM program is to provide an ongoing procedure, effected at all levels of the Company across business units and corporate functions, 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 key members of management, including the President, Chief Financial Officer ("CFO"), Chief Legal Officer, Chief Information Security Officer ("CISO"), Chief Privacy Officer, and other senior executives of the Company.

Management presents on the ERM program to the full Board annually and provides the Board with quarterly updates on the Company's risk management activities. In addition, at each quarterly Audit Committee meeting, management presents on the ERM program, highlighting a key risk topic, including legal and compliance risks, client and strategy risks, and systems and operations risks.

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

Cybersecurity

The Audit Committee assists the Board in its oversight of the Company's information security program, including cybersecurity and data privacy risks and controls. Our CISO provides reports on the Company's cybersecurity program to the Audit Committee, which includes all members of the Board, on a quarterly basis. In addition, our Internal Audit function regularly audits our technology and cybersecurity programs and reports to the Audit Committee on its findings.

Compensation Program Risk

Management, with the assistance of FW Cook, performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all Broadridge employees, including the executive officers, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee. 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 program that support this conclusion are:

Strategy and Technology

One of the Board's key responsibilities is overseeing the Company's strategy. All of our directors have an obligation to keep informed about the Company's business and strategy so they can provide guidance to management in formulating and developing plans and knowledgeably exercise their decision-making authority on matters of importance to the Company. Our Board regularly discusses the key priorities of our Company and advises on the Company's long-term strategy.

Broadridge is focused on developing an inclusive and respectful work environment that allows our associates to reach their full potential professionally. The success of Broadridge's associates is key to the Company's success, and the Board and Compensation Committee both work with management to provide oversight on a broad range of human capital management topics.

Our human capital strategies are developed and managed by our Chief Human Resources Officer, who reports to the Chief Executive Officer, and are overseen by the Board and the Compensation Committee. The Board believes that succession planning and human capital management are vital to Broadridge's success. The Board is actively engaged and involved in executive officer talent management and provides input on important decisions in this area. The Board annually reviews the Company's leadership bench and succession planning and regularly meets with senior management. In addition, the Board receives regular updates on talent and other human capital matters such as culture, attrition, retention, and DEI initiatives and practices, including an annual update from our Chief Diversity Officer. The Compensation Committee's oversight includes initiatives and programs that conceour compensation, benefits, culture, talent, recruitment, retention, and associate engagement.

ESG Matters

The Board and the Governance and Nominating Committee oversee Broadridge's ongoing commitment to ESG matters. Our Environmental, Social and Governance Committee, a cross-functional executive committee of the Company (the "ESG Committee"), reports regularly to the Governance and Nominating Committee and annually to the Board on ESG matters. The ESG Committee also assists senior management of Broadridge in (a) setting general strategy relating to ESG matters, (b) developing, implementing and monitoring initiatives and policies based on that strategy, (c) overseeing communications with associates, investors, and other stakeholders with respect to ESG matters, and (d) monitoring and assessing developments relating to, and improving Broadridge's understanding of, ESG matters.

Regulatory and Government Affairs

We believe it is in the best interests of the Company and its stockholders to engage constructively and responsibly in the public policy and political process to advance and protect our long-term interests. Therefore, we participate in the development of public policy that addresses issues affecting our industry, business, products, clients, associates, and communities. We do so in various ways, including educational outreach to elected officials on key public policy issues related to the Company's business, and facilitating voluntary political giving by eligible associates and directors through the Broadridge Financial Solutions Political Action Committee (the "Broadridge PAC"). The Company's political activities and related spending reflects the interests of the Company and its stockholders, and not those of any individual director, officer or associate.

The Board has adopted a Political Contributions Policy to help ensure that any political contributions and expenditures are done in a manner consistent with the Company's commitment to the highest standards of ethics and business integrity and to protect and enhance shareholder value. In addition, the Board has oversight responsibility over the Company's regulatory and government affairs and reviews Broadridge PAC spending, corporate expenditures to influence public policy, dues and other contributions to trade associations, and the Company's lobbying priorities and activities.

Our Political Contributions Policy provides that no Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed to any federal, state or local political candidate, political committee (other than for the administrative or solicitation expenses of the Broadridge PAC, as permitted by law), political party, state ballot measure committee or to any other organization for the purpose of attempting to influence elections or ballot measures. Additionally, our Political Contributions Policy prohibits contributions to social welfare organizations formed under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the "Code"), and Code Section 527 political organizations not registered with the Federal Election Commission or any state campaign finance regulator.

We invite you to visit our Sustainability website at broadridge.com/about/sustainabilityto see our Political Contributions Policy and for certain disclosures regarding our political contributions and activities. Information contained on our website is not incorporated into or a part of this Proxy Statement.

Stockholder Engagement and Director Communications

Stockholder Engagement

Our Board believes that regular communication with our stockholders is essential to our long-term success. Throughout the year, our CEO, CFO and Investor Relations team regularly engage with our stockholders at industry and investment community conferences, investor road shows, and analyst meetings. Discussion topics included Broadridge's business model, growth strategy, financial and sales performance, Company leadership, industry positioning, capital allocation model, acquisition strategy, capital retuplan, and product development.

Corporate governance and ESG engagement with our investors is also an important focus at Broadridge. In 2024, as part of Broadridge's stewardship and engagement, we invited our largest investors to discuss any topics they desire. Our Chief Legal Officer and our Corporate Secretary participated in these engagement efforts. We believe these engagement efforts with our stockholders will allow us to better understand our stockholders' priorities and perspectives and provide us with useful input concerning our corporate governance practices, compensation program, and ESG practices.

In addition to engaging our institutional investors, we are committed to ensuring our retail investors have a forum to engage with our Company. In fiscal year 2024, Broadridge hosted a series of update calls for retail investors using our Virtual Shareholder Meeting platform. Content shared on those calls included recaps of recent performance, including our 2023 Investor Day, and overviews of the Broadridge business model. Individual shareholders who registered through the platform were able to submit live questions which were answered by Company management during the call.

Management regularly communicates with the full Board and the relevant Board Committees regarding our investors' views. We have had success engaging with our stockholders to understand their questions or concerns, and we remain committed to these efforts on an ongoing basis. Also, our Lead Independent Director is available to meet with our major stockholders. We welcome feedback from all current and prospective stockholders, who may contact our Investor Relations team by emailing[email protected].

Communications with the Board of Directors

All interested parties who wish to communicate with the Board or any of the non-management directors, may do so by writing to the Company's Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing [email protected], and specifying the intended recipient. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director for review. Any such unsolicited commercial solicitation or communication not forwarded to the appropriate director 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 communications it may receive concerning the Company's corporate governance processes and will make recommendations to the Board based on such communications.

Sustainability Highlights

Sustainability is at the foundation of how we operate our Company.

The Service-Profit Chain, which directly connects associate engagement, client satisfaction, and the creation of shareholder value, has always been the foundation of our success and our commitment to a sustainable approach. As a result, responsible sustainability practices are built into our growth strategy and execution.

Over recent years, we focused on bolstering our disclosures, including:

Our Sustainability Report and more information on our ESG initiatives are available on our website at broadridge.com/about/sustainability. Information contained on our website is not incorporated into or a part of this Proxy Statement.

Other Corporate Governance Policies,

Practices, and Documents

Corporate Governance Principles

The Board adopted the Corporate Governance Principles to promote the effective functioning of the Board and its Committees, to promote the interests of stockholders, and to ensure a common set of expectations as to how the Board and its Committees, individual directors, and management should perform their functions. The Board reviews and approves the Corporate Governance Principles annually.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics (the "Code of Business Conduct") that applies to the Company's directors, officers, and associates, including the Company's principal executive officer, principal financial officer, and chief accounting officer. All Broadridge associates, including executive officers and directors, are required, on an annual basis, to acknowledge receipt of and compliance with the Code of Business Conduct. The Company will post on its website any amendment to the Code of Business Conduct and any waiver of the Code of Business Conduct granted to any of its directors or executive officers to the extent required by applicable NYSE and SEC rules.

Website Access to Corporate Governance Documents

Copies of the charters of the Committees of the Board, Corporate Governance Principles, and Code of Business Conduct are available on our Investor Relations website at broadridge-ir.com/governance/governance-documentsor by writing to the Company's Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing [email protected]. Information contained on our website is not incorporated into or a part of this Proxy Statement.

Certain Relationships and Related Transactions

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

A "related person" means a director, executive officer, nominee for election as a director of the Company or beneficial holder of more than five percent 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 10% or greater of a direct or indirect equity interest. Our directors and executive officers must promptly inform our Chief Legal Officer of any plan to engage in a potential related party transaction.

This policy requires our Audit Committee to be provided with full information concerning the proposed transaction, including the risks and benefits to the Company and the related person, any alternative means by which to obtain like products or services, and the terms of a similar transaction with an unaffiliated third party. In considering whether to approve any such transaction, the Audit Committee will consider all relevant facts and circumstances, including the nature of the interest of the related person in the transaction and the terms of the transaction. Specific types of transactions are excluded from review under the policy, such as, for example, transactions in which the related person's interest derives solely from his or her service as a director of another entity that is a party to the transaction.

In fiscal year 2024, the Company did not engage in any related party transaction in which the amount involved exceeded $120,000. In addition, the Code of Business Conduct prohibits Company personnel, including members of the Board, 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 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. The Company will post on its website any amendment to the Code of Business Conduct and any waiver of the Code of Business Conduct granted to any of its directors or executive officers to the extent required by applicable NYSE and SEC rules.

Compensation of Directors

Fiscal Year 2024 Non-Management Director Compensation

The compensation of our non-management directors is determined by the Compensation Committee upon review of recommendations from the Compensation Committee's independent compensation consultant, FW Cook. For fiscal year 2024, the directors' annual equity retainer was increased by $10,000 to $190,000, split equally between deferred stock units (''DSU s") and stock options. The Lead Independent Director's additional equity retainer was also increased by $10,000.

All of our directors are non-management directors, other than Mr. Gokey and Mr. Daly, who are our CEO and our Executive Chairman, respectively. The compensation paid to Mr. Gokey is reflected in the "Summary Compensation" table on page 62 of this Proxy Statement. Although Mr. Daly is one of our executive officers, he is not an NEO for fiscal year 2024 because he is not one of the three most highly compensated executive officers for the year. A description of the Executive Chairman role is provided in the "Board Leadership Structure" section of this Proxy Statement. Mr. Gokey and Mr. Daly do not receive any additional compensation for their service on the Board.

Non-Management Director Compensation Structure

For fiscal year 2024, non-management directors received the following compensation for their service on our Board and Committees:

The Lead Independent Director additional retainer is paid on an annual basis, $72,500 in cash and $67,500 in equity (split evenly between DSUs and stock options). All other retainers are paid in cash on a quarterly basis.

Directors may participate in the Broadridge Director Deferred Compensation Plan (the "Deferred Compensation Plan") which allows them to defer their cash compensation into grants of DSUs that settle in shares of Common Stock. The number of DSUs awarded is determined by dividing the quarterly cash payment by the closing price of Common Stock on the day before cash payments are made. This election is made annually prior to the beginning of the calendar year in which the retainers and fees are earned and is irrevocable for the entire calendar year. Accounts are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. Participants' DSUs convert to shares of Common Stock upon their departure from the Board either in a lump sum amount or in installments for up to five years, as previously elected by the director.

Non-management directors received annual grants of stock options and DSUs under the 2018 Omnibus Award Plan (the "2018 Omnibus Plan") approved by the Company's stockholders at the 2018 annual meeting of stockholders. The number of shares comprising each director's equity awards is determined at the time of grant based on a 30-day average stock price prior to the distribution of meeting materials, and, for stock options, the binomial stock option valuation method.

All stock options are granted with an exercise price equal to the closing price of Common Stock on the date of grant. All stock options granted to our non-management directors are fully vested upon grant and have a term of 10 years. Following separation from service on the Board, stock options held by directors expire at the earlier of the expiration of the option term and three years. All DSUs are granted at the same time as stock options, are fully vested upon grant, and will settle as shares of Common Stock upon the director's separation from service on the Board. DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board.

Stockholder-Approved Cap on Pay

Our stockholders approved a cap on non-management director pay as part of the 2018 Omnibus Plan. The cap imposes an annual limit of $750,000 on cash fees paid and equity awards that may be granted to any non-management director during the fiscal year. Our current compensation program for non-management directors is well below this limit.

Stock Ownership Guidelines

The stock ownership guidelines for the non-management directors provide that each non-management director is expected to accumulate an amount of Common Stock or DSUs equal in value to 10 times their annual cash retainer. Stock option awards and cash-settled phantom stock will not count as shares of Common Stock for purposes of this calculation.

In addition, the guidelines provide that:

Due to the holding requirement, there is no minimum time period in which the directors are required to achieve the stock ownership multiple.

All of our non-management directors have met the stock ownership multiple, other than the five directors who have joined the Board since 2017 and are making progress toward meeting the multiple.

Other Compensation

Non-management directors may participate in the Broadridge Matching Gift Program (the "Matching Gift Program") up to a maximum Company contribution of $10,000 per calendar year.

The non-management directors are also reimbursed for their reasonable expenses in connection with attending Board and Committee meetings and other Company events.

Non-Management Director Compensation Table

The table below sets forth the compensation paid to our non-management directors in fiscal year 2024.

Our Executive Officers

Stock Ownership Information

Security Ownership of Executive Officers and Directors

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 NEO, and (d) by all directors, director nominees, and current executive officers as of July 31, 2024, as a group.

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.

Five Percent Owners of Common Stock