Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

 i BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Company Overview

Broadridge
is a global
Fintech leader

Broadridge powers the critical infrastructure behind investing, governance, and communications

Letter to Our Stockholders

Notice of Annual Meeting of Stockholders

Advance Voting Methods
and Deadlines

Even if you plan to attend our virtual Annual Meeting, please read this Proxy Statement with care and vote right away using one of the following methods.

		ONLINE USING YOUR COMPUTER OR MOBILE DEVICE Registered Owners visit proxyvote.com/BR
		BY TELEPHONE Registered Owners in the U.S. or Canada dial toll-free 1-800-690-6903
		BY SCANNING THIS QR CODE USING YOUR TABLET OR SMARTPHONE Scan this QR code to vote with your mobile device (may require free software)
		IF YOU RECEIVED YOUR PROXY MATERIALS BY MAIL, BY MAILING YOUR PROXY CARD Cast your ballot, sign your proxy card and send by free post

You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on November 8, 2023.

If your shares are held in a brokerage account or by a bank or other nominee, your ability to vote by telephone or the internet depends on your broker’s voting process. Please follow the directions provided to you by your broker, bank or nominee.

VOTING DURING THE ANNUAL MEETING

You may also vote during the virtual Annual Meeting by visiting virtualshareholdermeeting.com/BR23 and following the instructions. You will need the Control Number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

MARIA ALLEN Corporate Secretary September 27, 2023

Your vote is important and we want to hear from you, our stockholders. For every stockholder account that votes, Broadridge will make a $1 charitable donation to Ronald McDonald House - NYC.

Table of Contents

Letter to Our Stockholders			1
Notice of Annual Meeting of Stockholders			2
2023 Performance Snapshot			4
Proxy Statement Summary			5
	Proposal 1	Election of Directors	10
	Information About the Nominees		11
	Director Nomination Process		22
	Corporate Governance		25
	Corporate Governance Highlights		25
	Board Structure and Operations		25
	The Board’s Oversight Role		30
	Stockholder Engagement and Director Communications		33
	Sustainability Highlights		35
	Other Corporate Governance Policies, Practices and Documents		36
	Compensation of Directors		37
Our Executive Officers			40
Stock Ownership Information			42
	Proposal 2	Advisory Vote to Approve Compensation of Our Named Executive Officers	44
	Compensation Discussion and Analysis (“CD&A”)		45
	2023 Compensation Design and Determination		50
	Roles and Processes for Executive Compensation Decision-Making		57
	Compensation Governance		60
	Compensation Committee Report		62
	Executive Compensation Tables		63
	CEO Pay Ratio		75
	Pay Versus Performance		76
	Equity Compensation Plan Information		79
	Proposal 3	Advisory Vote on the Frequency of Holding the Say on Pay Vote	80
	Proposal 4	Ratification of Appointment of Independent Registered Public Accountants	81
	Fees for Services Provided by Independent Registered Public Accountants		82
	Policy on Pre-Approval of Audit and Permitted Non-Audit Services		82
	Audit Committee Report		83
Submission of Stockholder Proposals and Director Nominations			84
About the Annual Meeting and these Proxy Materials			85
Non-GAAP Financial Measures			92

2023 Performance Snapshot*

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

Our strong fiscal year 2023 results enabled Broadridge to meet or exceed the high end of our three-year financial objectives.

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 2023 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 - NYC.

If you hold your shares through a broker, bank or nominee, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the Annual Meeting, except on the ratification of the appointment of our independent registered public accountants for fiscal year 2024, unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares 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.

Proxy Statement Summary

PROPOSAL 1 Election of Directors
		The Board recommends a vote FOR each director nominee.	See Page 10

Information about Our Nominees

The following table provides summary information about each director nominee. Detailed information about each nominee’s background, skill set and areas of experience can be found beginning on page 11 of this Proxy Statement.

									Committee Memberships
Director				Experience		Age*			AC		CC		GNC			Director Since
		Leslie A. Brun Lead Independent Director		Chairman and Chief Executive Officer, SARR Group, LLC		71										2007
		Pamela L. Carter Independent		Retired President, Cummins Distribution Business, division of Cummins Inc.		73										2017
		Richard J. Daly Executive Chairman		Executive Chairman, Former Chief Executive Officer, Broadridge		70										2007
		Robert N. Duelks Independent		Former Executive, Accenture plc		68										2009
		Melvin L. Flowers Independent		Former Head of Internal Audit and Risk Management, Microsoft Corporation Former CFO of three public companies		70										2021
		Timothy C. Gokey		Chief Executive Officer, Broadridge		62										2019
		Brett A. Keller Independent		Chief Executive Officer, priceline.com LLC		55										2015
		Maura A. Markus Independent		Former President and Chief Operating Officer, Bank of the West		65										2013
		Eileen K. Murray Independent		Former Chair of the Board of Governors, Financial Industry Regulatory Authority		65										2022
		Annette L. Nazareth Independent		Senior Counsel, Davis Polk & Wardwell Former SEC Commissioner		67										2021
		Amit K. Zavery Independent		Vice President/General Manager and Head of Platform for Google Cloud, Google, LLC		52										2019

AC		Audit Committee		GNC		Governance and Nominating Committee				Member
CC		Compensation Committee								Chair

Proxy Statement Summary

Board Nominee Highlights

Proxy Statement Summary

PROPOSAL 2 Advisory Vote to Approve Compensation of Our Named Executive Officers
		The Board recommends a vote FOR this proposal.	See Page 44

Majority of Compensation of Named Executive Officers is Performance Based

The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements, and a majority of the target compensation of the Company’s executive officers listed in the “Summary Compensation” table on page 63 of this Proxy Statement (the “Named Executive Officers” or “NEOs”) is performance based, with the objective of balancing short-term and long-term decision-making in support of our business objectives.

Executive Total Target Compensation Mix

Mr. Gokey CEO Target Total Direct Compensation (“TDC”)		Other NEO Target Total Direct Compensation(1)

Proxy Statement Summary

PROPOSAL 3 Advisory Vote on the Frequency of Holding the Say on Pay Vote
		The Board recommends a vote for every ONE YEAR for this proposal.	See Page 80

PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accountants
		The Board recommends a vote FOR this proposal.	See Page 81

The Board of Directors and the Audit Committee believe that the retention of Deloitte & Touche LLP to serve as our independent registered public accountants for the fiscal year ending June 30, 2024 is in the best interests of the Company and its stockholders.

Questions and Answers about the Annual Meeting and Voting

See the section entitled “About the Annual Meeting and these Proxy Materials” beginning on page 85 for answers to common questions on the rules and procedures about the proxy and annual meeting process.

Board Changes Since 2021:

Key Skills to Support Broadridge’s Strategy

Added three highly skilled independent directors to our Board

Financial Services

Technology

Corporate Governance

Risk Management

Legal/ Regulatory/ Government

The Board recommends that you vote FOR the election of each director nominee

Proposal 1 - Election of Directors

Information About the Nominees

			Leslie A. Brun Lead Independent Director since 2019 Chairman of the Board from 2011 to 2019 Director Since: 2007 Age: 71
		BackgrounD:			CURRENT PUBLIC COMPANY DIRECTORSHIPS:
		● Chairman and Chief Executive Officer of SARR Group, LLC, an investment holding company, since 2006 ● Chairman and Chief Executive Officer of Ariel Alternatives, LLC, a private asset management firm that invests in mid-market scalable businesses that are Black and Latinx owned, which he co-founded in 2021; serves as Chair of Ariel’s Investment Committee ● Senior Advisor to G100 and World 50 peer-to-peer communities for current and former senior executives and directors from some of the world’s largest companies ● Managing Director at CCMP Capital, a global private equity firm, from 2011-2013 ● Founder, Chairman and Chief Executive Officer of Hamilton Lane Advisors, a private markets investment firm, from 1991-2005 ● Co-founder and Managing Director of the investment banking group of Fidelity Bank, from 1988-1990			● Corning, Inc. (since 2018) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● CDK Global, Inc., Non-Executive Chairman (2014-2022) ● Merck & Co., Inc. ■ Director (2008-2021) ■ Lead Independent Director (2014-2021) ● Automatic Data Processing, Inc. (“ADP”) ■ Director (2003-2015) ■ Chairman of the board of directors (2007-2015) ● Hewlett Packard Enterprise Company (2015-2018) OTHER QUALIFICATIONS: ● Director of Footprint International Holdco, Inc., a plant-based fiber solution manufacturing company, from 2021-2023 ● Former trustee of Widener University, the University at Buffalo Foundation, Inc. and The Episcopal Academy in Merion, Pennsylvania

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Financial Expertise/Literacy
			Other Public Company Board Experience			International Business Experience
			Financial Services			Corporate Governance
			Technology

Proposal 1 - Election of Directors

		Pamela L. Carter Independent Director Since: 2017 Age: 73 Committee Membership: Audit (Chair), Governance and Nominating
	Background:			FORMER PUBLIC COMPANY DIRECTORSHIPS:
	● Held several senior leadership roles at Cummins Inc., a global manufacturer of diesel engines and related technologies, from 1997-2015: ■ President of Cummins Distribution Business ■ President of Cummins Filtration ■ Vice President and General Manager of Europe, Middle East and Africa business and operations ■ Vice President and General Counsel ● Attorney General for the State of Indiana from 1993-1997 ● Appointed to the Export-Import Bank of the U.S. Sub-Saharan Africa Advisory Council from 2010-2014 CURRENT PUBLIC COMPANY DIRECTORSHIPS: ● Enbridge Inc., Chairman of the Board (since 2023), Director (since 2017) ● Hewlett Packard Enterprise Company (since 2015)			● Spectra Energy Corp. (2007-2017) ● CSX Corp. (2010-2020) OTHER QUALIFICATIONs: ● Member of the national board of directors of Teach for America ● Board member and the board Treasurer of the Sycamore Institute since 2019 ● Chair of the Nashville Symphony board of directors since 2020 ● Recipient of a 2018 Sandra Day O’Connor Board Excellence Award ● Recognized by National Association of Corporate Directors (“NACD”) as one of the top 100 board members in 2018 ● Black Enterprise award in 2018 as one of the top 25 directors ● Named by Savoy Magazine as one of the 2021 Most Influential Black Corporate Directors

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			International Business Experience
			Other Public Company Board Experience			Corporate Governance
			Financial Services			Legal/Regulatory/Government
			Technology			Associations/Public Policy
			Financial Expertise/Literacy			Risk Management
			Sales/Marketing

Proposal 1 - Election of Directors

			Richard J. Daly Management Executive Chairman since 2019 Director Since: 2007 Age: 70
		Background:			OTHER QUALIFICATIONS:
		● CEO of Broadridge Financial Solutions, Inc. from 2007-2019, and President from 2014-2017 ● Group President of the Brokerage Services Group of ADP, directly responsible for the Investor Communication Solutions business, and a member of the Executive Committee and a corporate officer of ADP from 1996-2007 ● Senior Vice President of ADP’s Brokerage Services Group, following ADP’s acquisition of the proxy services business he founded in 1989 FORMER PUBLIC COMPANY DIRECTORSHIPS: ● The ADT Corporation (2014-2016)			● Member of the Listed Company advisory board for the New York Stock Exchange (“NYSE”) ● Recognized as an NACD Directorship 100 Governance Professional ● Member of the advisory board of NACD ● Chairman of the board of directors of the Securities Industry and Financial Markets Association Foundation ● Director of Footprint International Holdco, Inc., a plant-based fiber solution manufacturing company, from 2021-2023 ● Member of The Economic Club of New York and the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership of Columbia Law School

	Specific Experience, Qualifications, Attributes or Skills:
			Other Public Company Board Experience			International Business Experience
			Financial Services			Corporate Governance
			Technology			Legal/Regulatory/Government
			Financial Expertise/Literacy			Risk Management
			Sales/Marketing

Proposal 1 - Election of Directors

		Robert N. Duelks Independent Director Since: 2009 Age: 68 Committee Membership: Governance and Nominating (Chair), Audit
	Background:			OTHER QUALIFICATIONS:
	● Former executive of Accenture plc, having served for 27 years in various capacities until his retirement in 2006 ■Responsible for local client service, regional operations and management of global offerings ■Served on multiple leadership committees, including the Board of Partners, the Management Committee and the Executive and Operating Committee for the Global Financial Services Operating Group ● Advisor to the senior executives of Tree Zero, a manufacturer of 100% tree free paper products, from 2010-2021			● NACD Directorship Certified™ ● Former Chairman and a current Emeritus Trustee of the board of trustees of Gettysburg College ● Served as a member of the Advisory Board for the Business School at Rutgers University

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Sales/Marketing
			Financial Services			International Business Experience
			Technology			Corporate Governance
			Financial Expertise/Literacy

Proposal 1 - Election of Directors

			Melvin L. Flowers Independent Director Since: 2021 Age: 70 Committee Membership: Audit
		Background:			OTHER QUALIFICATIONS:
		● Held senior leadership roles at Microsoft Corporation from 2003-2020, including: ■Corporate Vice President of Internal Audit and Enterprise Risk Management overseeing the Internal Audit Department, Enterprise Risk Management team and Financial Integrity Unit ■Senior Controller for the Mobile and Embedded Devices business, responsible for accounting, management reporting, and internal controls and compliance ● Chief Financial Officer of Novatel Wireless, a NASDAQ-listed Internet of Things solutions provider to the telematics market, from 1999-2003 ● Chief financial officer at several public and private companies throughout the 1990s			● Currently a member of the board of directors of HSBC North America Holdings, Inc. and HSBC Bank USA, N.A. ● Member of the board of trustees of Seattle University, serves as Chairman of the Audit and Risk Committee

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Sales/Marketing
			Financial Services			International Business Experience
			Technology			Corporate Governance
			Financial Expertise/Literacy			Risk Management

Proposal 1 - Election of Directors

		Timothy C. Gokey Management Director Since: 2019 Age: 62 Committee Membership: None
	Background:			CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	● CEO and Director of Broadridge Financial Solutions, Inc. since 2019, and served in several other senior leadership positions of increasing responsibility, including: ■President from 2017-2020 ■Chief Operating Officer with responsibility for all business units, technology, and India operations from 2012-2019 ■Chief Corporate Development Officer from 2010-2012 ● H&R Block, President of the Retail Tax business from 2004-2009 ● McKinsey & Company, Partner from 1986-2004 ■Leader, North American Financial Institutions Marketing and Sales Practice from 2002-2004 ■Leader, North American CRM practice from 1997-2002			● C.H. Robinson Worldwide, Inc. (since 2017) OTHER QUALIFICATIONS: ● Recognized as NACD Directorship 100 Governance Professional ● Member of the board of directors of the Partnership for New York City ● Serves on the board of advisors of the Northwell Health Cancer Institute ● Served on the Vestry of St. John’s Episcopal Church, Cold Spring Harbor, New York

	Specific Experience, Qualifications, Attributes or Skills:
			Other Public Company Board Experience			Sales/Marketing
			Financial Services			International Business Experience
			Technology			Corporate Governance
			Financial Expertise/Literacy			Risk Management

Proposal 1 - Election of Directors

			Brett A. Keller Independent Director Since: 2015 Age: 55 Committee Membership: Audit, Compensation
		Background:			OTHER QUALIFICAtions:
		● Chief Executive Officer, priceline.com LLC, a leading provider of online travel services, and a subsidiary of Booking Holdings, Inc., since 2016 ■Chief Operating Officer from 2015-2016 ■Chief Marketing Officer from 2002-2015, oversaw all global and strategic branding, marketing, distribution, product development and customer led data initiatives ■VP and Director from 1999-2002 ● Director of online travel services, Cendant, a consumer services holding company, from 1997-1999			● Member of the National Advisory Council for the Marriott School of Management at Brigham Young University

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Sales/Marketing
			Technology			International Business Experience
			Financial Expertise/Literacy

Proposal 1 - Election of Directors

		Maura A. Markus Independent Director Since: 2013 Age: 65 Committee Membership: Compensation (Chair), Audit
	Background:			CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	● President and Chief Operating Officer and member of the board of directors of Bank of the West, from 2010-2014 ● Previously served in numerous senior leadership roles during her 22 years at Citigroup: ■Head of International Retail Banking in Citibank’s Global Consumer Group ■President, Citibank North America, Chairman, Citibank West ■Director, Citibank’s European Sales and Marketing Director, Brussels, Belgium ■President, Citibank’s consumer business in Greece			● Stifel Financial Corp. (since 2016) OTHER QUALIFICAtions: ● Trustee for the College of Mount Saint Vincent, New York ● Former member of Year Up Bay Area’s Talent and Opportunity board ● Former member of The Financial Services Roundtable ● Former member of Catholic Charities of San Francisco and New York ● Former member of Junior Achievement New York ● Named one of American Banker's Most Powerful Women in Banking multiple times

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Sales/Marketing
			Other Public Company Board Experience			International Business Experience
			Financial Services			Corporate Governance
			Financial Expertise/Literacy			Risk Management

Proposal 1 - Election of Directors

			Eileen K. Murray Independent Director Since: 2022 Age: 65 Committee Membership: Audit, Governance and Nominating
		Background:
		● Chair of the Board of Governors of the Financial Industry Regulatory Authority from 2020-2022; Governor from 2016-2020 ● Co-Chief Executive Officer of Bridgewater Associates, LP from 2009-2020 ● Chief Executive Officer of Investment Risk Management LLC from 2008-2009 ● President and Co-Chief Executive Officer of Duff Capital Advisors from 2007-2008 ● Served in several senior leadership roles at Morgan Stanley from 1984-2002 and 2005-2007, including Member of the Management Committee, Controller, Treasurer, Chief Accounting Officer, and Chief Operating Officer of the Institutional Securities Group ● Managing Director, member of management board, Credit Suisse, 2002-2005 ● Director, Business Council for International Understanding from 2013-2016 ● Director, The Depository Trust & Clearing Corporation from 2001-2005			● Advisor to many innovative technology and environmental solutions companies, including: ■ Invisible Urban Charging, an electric car charging company ■ Green Trust Partners, LLC, an ESG-focused real estate fund ■ Consensys, a blockchain technology company CURRENT PUBLIC COMPANY DIRECTORSHIPS: ● Guardian Life Insurance Company of America (since 2020) ● HSBC Holdings plc (since 2021) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● Compass, Inc. (2020-2022) OTHER QUALIFICAtions: ● Director of the Irish Arts Center since 2016

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			International Business Experience
			Other Public Company Board Experience			Corporate Governance
			Financial Services			Legal/Regulatory/Government
			Technology			Associations/Public Policy
			Financial Expertise/Literacy			Risk Management

Proposal 1 - Election of Directors

		Annette L. Nazareth Independent Director Since: 2021 Age: 67 Committee Membership: Audit and Compensation
	Background:			CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	● Senior Counsel of Davis Polk & Wardwell since 2021 ● Partner, Davis Polk, headed the Trading and Markets practice of the Financial Institutions Group from 2008-2021 ● Chair, Integrity Council for the Voluntary Carbon Market, having previously served as the Operating Lead of the predecessor effort, the Taskforce on Scaling Voluntary Carbon Markets since 2021 ● Commissioner, Securities and Exchange Commission (“SEC”) from 2005-2008 ■Director, SEC, Division of Market Regulation (now the Division of Trading and Markets) from 1999-2005 ■Senior Counsel and Interim Director, SEC, Division of Investment Management from 1998-1999			● MoneyLion Inc. (since 2021) FORMER PUBLIC COMPANY DIRECTORSHIPS: ● Figure Acquisition Corp. I (2021-2022) ● Athena Technology Acquisition Corp. II (2021) OTHER QUALIFICAtions: ● Serves on several not-for-profit boards, including: Urban Institute, Watson Institute, Protestant Episcopal Cathedral Foundation, St. Albans School of Public Service ● Board of Visitors of Columbia Law School ● SEC Historical Society (Chair) ● Member of the American Law Institute ● Former member of the board of trustees of Brown University (Chair, Audit Committee)

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			International Business Experience
			Other Public Company Board Experience			Corporate Governance
			Financial Services			Legal/Regulatory/Government
			Financial Expertise/Literacy			Associations/Public Policy

Proposal 1 - Election of Directors

			Amit K. Zavery Independent Director Since: 2019 Age: 52 Committee Membership: Audit
	Background:
		● Vice President /General Manager and Head of Platform, for Google Cloud at Google, LLC, since 2019 ● Previously served in numerous senior leadership roles during his 24 years at Oracle Corporation, where he led Oracle’s product vision, design, development, operations and go-to-market strategy for its cloud platform, middleware and analytics portfolio, and oversaw a global team of more than 4,500 engineers ■Executive Vice President and General Manager of Oracle Cloud Platform and Middleware products, 2018-2019 ■Senior Vice President, Oracle Cloud Platform and Middleware, 2017			■ Senior Vice President, General Manager, Integration Productions, Oracle Cloud Platform, 2014-2017 ■ Group Vice President & General Manager, Integration Products, Oracle Fusion, Middleware, 2012-2014 ■ Vice President, Product Management and Strategy, Oracle Fusion Middleware, 2005-2012 ■ Senior Director, Product Development and Operations, 2000-2005 ■ Director, Product Management, E-Business Strategy Group, 1999-2000

	Specific Experience, Qualifications, Attributes or Skills:
			Independence			Sales/Marketing
			Technology			International Business Experience
			Financial Expertise/Literacy

Proposal 1 - Election of Directors

Director Nomination Process

The Board’s membership criteria and nomination procedures are set forth in our Corporate Governance Principles, which outline the minimum qualifications required for potential directors. This criteria is considered by the Board and the Governance and Nominating Committee, together with further knowledge, skills, experiences, or attributes deemed important to our business and the overall composition of the Board, which may change over time. The Board believes each director nominee possesses the experience, skills and qualities needed to fully perform his or her duties as a director and to contribute to our success.

The Governance and Nominating Committee will consider director candidates proposed by stockholders, provided that the stockholder recommendation complies with the provisions of the Company’s Amended and Restated By-laws (the “By-laws”) requiring that stockholder submissions be submitted to the Company’s Corporate Secretary via mail at 5 Dakota Drive, Lake Success, New York 11042, or via email at CorporateSecretary@Broadridge.com, in a timely manner and include the information called for in the By-laws concerning (a) the potential nominee, and (b) the person proposing the nomination. The Governance and Nominating Committee will apply the same standards in considering candidates submitted by stockholders as it uses for any other potential nominee.

The By-laws provide that under certain circumstances, a stockholder, or group of up to 50 stockholders, who have maintained continuous ownership of at least three percent of the Company’s common stock (“Common Stock”) for at least three years may nominate and include in our annual meeting proxy statement a number of stockholder-nominated candidates representing no more than 25% of the number of directors then serving on the Board.

The Corporate Governance Principles do not provide for a fixed number of directors but provide that the optimum size of the Board is eight to 12 directors. Directors are elected at each annual meeting to serve until the next annual meeting and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. There are no limits on the number of terms a director may serve. However, our Corporate Governance Principles provide for a mandatory retirement age of 72, which becomes applicable after a director has reached their eight year anniversary on the Board.

Proposal 1 - Election of Directors

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.

Proposal 1 - Election of Directors

Knowledge, Skills and Experience
		Independence Independent pursuant to the applicable rules
		Other Public Company Board Experience Experience with complex reporting responsibilities and understanding corporate governance trends and commonly faced issues of public companies
		Financial Services Experience with the financial services industry and related trends and practices, providing insight into our financial services clients
		Technology Experience with current and developing technologies, including those relevant to our business and the needs of our clients
		Financial Expertise/Literacy Experience in understanding, monitoring and overseeing financial reporting and internal controls
		Sales/Marketing Experience with sales and marketing practices, including with respect to the markets for our services
		International Business Experience Experience operating in a global context by managing international enterprises, residence abroad, and understanding diverse business environments, economic conditions and cultures
		Corporate Governance Experience with corporate governance practices and developments, including with respect to board and management accountability, transparency and protection of stockholder interests
		Legal/Regulatory/Government Experience with legal, regulatory and government processes, particularly for the financial services and other regulated industries
		Associations/Public Policy Trade association or public policy experience
		Risk Management Experience with risk management of large organizations, particularly technology firms and firms in financial services
Demographics
		Age (as of August 16, 2023)	71	73	70	68	70	62	55	65	65	67	52
		Tenure	16	6	16	14	2	4	8	10	1	2	4
		Gender Diverse
		Racially or Ethnically Diverse Mr. Brun, Ms. Carter and Mr. Flowers identify as Black/African American, and Mr. Zavery identifies as Indian/South Asian

Corporate Governance

Corporate Governance Highlights

The Company believes good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board monitors developments in governance best practices to ensure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.

The following table summarizes certain corporate governance practices:

Board Structure and Operations

Board Meeting Attendance

Our Corporate Governance Principles provide that the directors are expected to attend regular Board meetings, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each incumbent director attended 100% of the Board meetings and 95% of the meetings of Committees on which he or she served during 2023. In addition, our directors are expected to attend the Company’s annual meeting of stockholders. All of our directors who were members of our Board at the time attended the 2022 Annual Meeting.

Corporate Governance

Beyond the Boardroom

Our Board is invested in the success of our business and their commitment extends beyond regularly scheduled Board and Committee meetings.

Board Leadership Structure

Our Corporate Governance Principles do not specify a policy with respect to the separation of the positions of Chairman and CEO 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 determined that the leadership of the Board is currently best led by a Chairman. The Chairman provides overall leadership to the Board in its oversight function, while the CEO provides leadership with respect to the day-to-day management and operation of our business. We believe the separation of the offices allows the Chairman to focus on managing Board matters and allows the CEO to focus on managing our business. To further enhance the objectivity of the Board, the directors, other than Mr. Gokey and Mr. Daly, are independent.

Mr. Daly serves as our Executive Chairman. He has the following duties and responsibilities as Chairman of the Board:

In addition to his role as Chairman of the Board, Mr. Daly’s service as our former CEO and his many years of corporate governance expertise provide management with a valuable resource. Mr. Daly is an advisor to the CEO on regulatory matters, digital adoption and retail shareholder engagement. He is actively involved in the Company’s engagement with regulators, trade associations, and other industry groups. He is also involved in retaining our clients and generating new client relationships.

Lead Independent Director

Mr. Brun serves as our Lead Independent Director to maintain the Board’s strong leadership of independent directors. The Board believes that this structure provides the Company and the Board with strong leadership and appropriate independent oversight. The Board believes that having a Lead Independent Director vested with key duties and responsibilities and three Board Committees composed solely of independent directors and led by independent directors provides a formal structure for strong independent oversight of the Executive Chairman and the Company’s management team. The Board meets in executive session led by Mr. Brun without the Executive Chairman or CEO at each regular Board meeting.

The Lead Independent Director’s duties and responsibilities set forth in our Corporate Governance Principles include:

Corporate Governance

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its Committees without Company management present. These executive sessions are chaired by the Lead Independent Director at Board meetings or by the independent Committee Chairs at Committee meetings. The independent directors met in executive session at all of the regularly scheduled Board and Committee meetings held in 2023. In addition, at least once a year, our independent directors meet to review the Compensation Committee’s annual performance review of the CEO.

Committees of the Board

The Board 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. Each Committee operates under a written charter adopted by the Board, which are reviewed and updated annually as appropriate.

Corporate Governance

Corporate Governance

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 elicit feedback concerning how the Board and Committees are meeting their responsibilities and to identify opportunities to further improve performance. The Board has delegated to the Governance and Nominating Committee the responsibility to oversee the evaluation process and report the results thereof to the Board, using such resources or methods as it determines to be appropriate, which may include the use of an independent, third-party facilitator.

Corporate Governance

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”) process 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 Process

The goal of the ERM process 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, Chief Legal Officer and other executive officers and senior executives of the Company.

A subcommittee of the Risk Committee, the Cybersecurity Council, provides additional oversight of Broadridge’s cybersecurity risks. The Cybersecurity Council meets regularly and is comprised of senior executives representing a number of disciplines.

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

Corporate Governance

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

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:

Corporate Governance

Strategic Oversight

One of the Board’s key responsibilities is overseeing the Company’s strategy. All of our directors have an obligation to keep informed about the Company’s business and strategy so they can provide guidance to management in formulating and developing plans 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.

Cybersecurity Oversight

Our Chief Security Officer provides reports on the Company's cybersecurity program to the Audit Committee on a quarterly basis, including a report on our information security program prepared by an independent third-party cybersecurity services and consulting firm, and the full Board on an annual basis. Third-party cybersecurity experts present to the full Board on an annual basis.

Human Capital Management Oversight

Broadridge is focused on developing an inclusive and respectful work environment that allows our associates to reach their full potential professionally. The success of Broadridge’s associates is key to the Company’s success, and the Board and Compensation Committee 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 and retention, and quarterly updates on our DEI initiatives and practices, including an annual update from our Chief Diversity Officer. The Compensation Committee’s oversight includes initiatives and programs that concern our compensation, benefits, culture, talent, recruitment, retention and associate engagement.

ESG Oversight

The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters. Our Environmental, Social and Governance Committee, a cross-functional executive committee of the 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.

Corporate Governance

Political Contributions Oversight

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 political activities and reviews Broadridge PAC spending, corporate expenditures to influence public policy, dues and other contributions to trade associations, and the Company’s lobbying priorities and activities.

Our Political Contributions Policy provides that no Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed to any federal, state or local political candidate, political committee (other than for the 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.

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

Stockholder Engagement and Director Communications

Stockholder Engagement

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

Corporate governance and ESG engagement with our investors is also an important focus at Broadridge. During fiscal year 2023, Broadridge enhanced its stewardship engagement and invited our largest investors to discuss any topics they desire. Our Chief Legal Officer and our Corporate Secretary participated in these engagement efforts. We believe these engagement efforts with our stockholders will allow us to better understand our stockholders’ priorities and perspectives and provide us with useful input concerning our corporate strategy, compensation program and ESG practices.

Corporate Governance

We are committed to ensuring our retail investors have a chance to hear from our management team. In fiscal year 2023, Broadridge hosted a series of webcasts using our Virtual Shareholder Meeting technology to enable retail investors to submit live questions directly to Company management.

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

Communications with the Board of Directors

All interested parties who wish to communicate with the Board 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 CorporateSecretary@Broadridge.com, 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 letters it may receive concerning the Company’s corporate governance processes and will make recommendations to the Board based on such communications.

Corporate Governance

Sustainability Highlights

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

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

Transparency and Reporting

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

	Environment			Social			Governance
●  Reported our Scope 1 and 2 emissions data to capture company-wide Broadridge offices, facilities, and data centers ●  Reported all 15 categories of Broadridge’s Scope 3 emissions ●  Received limited assurance by independent third party on our Scope 1, 2, and top Scope 3 emissions data ●  Developing a plan to reach net zero greenhouse gas emissions by 2050 ●  Continued communications digitization efforts on behalf of our clients, significantly reducing the paper communications sent on behalf of our clients			●  Support seven Associate Networks, including the launch of BeGreen in 2023 which provides a forum for associates to educate, encourage, and empower one another to improve our sustainability ●  Advanced DEI programs and initiatives, including publication of our DEI Policy, and maintained a component of compensation tied to DEI for each member of our Executive Leadership Team ●  Increased our employee engagement score to 81% overall favorable rating in fiscal year 2023 in the annual Great Place to Work® survey and 83% of our associates stated that Broadridge is a “great place to work” ●  Received certification from Great Place to Work for our outstanding workplace culture in 14 countries ●  Supported charitable causes and community focused action plans, with a special focus on access to quality education for at-risk youth, through the Broadridge Foundation ●  Enabled associate community service efforts through our Volunteer Time Off and Matching Gift Program			To inform our strategy and better understand our ESG risks, opportunities and issues, we conducted our first ESG materiality assessment in 2022. As part of this process, we focused on key stakeholders, including investors and analysts, regulators, employees, public companies, banks and brokers, institutional investors, mutual funds, communities where we work and live, investment advisers, and Broadridge as an enterprise. The Board and the Governance and Nominating Committee oversee Broadridge’s ongoing commitment to ESG matters and receive regular reports from our cross-functional executive ESG Committee. See “ESG Oversight” on page 32 of this Proxy Statement. Our core business’ governance solutions enable effective corporate governance for our clients. We are focused on fostering our own strong corporate governance practices to promote a culture of integrity, sustainable business and long-term value creation. See “Corporate Governance” on page 25 of this Proxy Statement.

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

Corporate Governance

Other Corporate Governance Policies, Practices
and Documents

Corporate Governance Principles

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

Code of Business Conduct and 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-documents or by writing to the Company’s Corporate Secretary at Broadridge Financial Solutions, Inc., 5 Dakota Drive, Lake Success, New York 11042, or emailing CorporateSecretary@Broadridge.com. Information contained on our website is not incorporated into or a part of this Proxy Statement.

Certain Relationships and Related Transactions

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

A “related person” means a director, executive officer, nominee for election as a director of the Company or beneficial holder of more than five percent 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 2023, 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. Any amendments to the Code of Business Conduct, or any waivers of its requirements, will be disclosed on our Investor Relations website at broadridge-ir.com/governance/governance-documents.

Compensation of Directors

Fiscal Year 2023 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 2023, the directors’ annual equity retainer was increased by $10,000 to $180,000, split equally between deferred stock units (“DSUs”) and stock options.

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 63 of this Proxy Statement. Although Mr. Daly is one of our executive officers, he is not a NEO for fiscal year 2023 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

Cash Compensation

For fiscal year 2023, non-management directors received an annual retainer, of which $90,000 was paid in cash. Directors serving on Committees of the Board received an additional cash retainer as follows: $15,000 for Audit Committee members; $10,000 for Compensation Committee members; and $10,000 for Governance and Nominating Committee members. Committee Chairs received an additional cash retainer as follows: $20,000 for the Audit Committee Chair; $15,000 for the Compensation Committee Chair; and $15,000 for the Governance and Nominating Committee Chair. All retainers other than the Lead Independent Director’s additional retainer are paid in cash on a quarterly basis.

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

Compensation of Directors

Equity Compensation

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

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.

Compensation of Directors

Non-Management Director Compensation Table

The table below sets forth the compensation paid to our non-management directors in fiscal year 2023.

Our Executive Officers

Timothy C. Gokey is our CEO and a member of our Board. Mr. Gokey’s biographical information is set forth in “Proposal 1—Election of Directors” on page 16 of this Proxy Statement.

Christopher J. Perry is our President. Mr. Perry served as our Corporate Senior Vice President, Global Sales, Marketing and Client Solutions since joining Broadridge in 2014 until he was appointed to his current role in 2020. Prior to joining Broadridge, Mr. Perry held numerous roles at Thomson Reuters and its predecessor, Thomson Financial. He was Global Managing Director of Risk for the Financial & Risk division of Thomson Reuters. In this role, he was the general manager of a global segment and was responsible for overseeing Governance, Risk, Compliance, as well as Pricing and Reference services. From 2011 to 2013, he was President, Global Sales & Account Management at the Financial & Risk division of Thomson Reuters. From 2006 to 2010, he served as President, Americas for Thomson Reuters and its predecessor, Thomson Financial. Earlier in his career, Mr. Perry worked for A-T Financial and PC Quote, after spending many years in institutional trading and retail brokerage with Kemper Financial’s Blunt Ellis & Loewi unit. In 2021, Mr. Perry joined the board of directors of The RepTrak Company, a private reputation data and insights company. He also serves on the boards of the Make-A-Wish Foundation of New Jersey, the United Way of NYC, and is the Vice Chair of the Community Food Bank of NJ.

Richard J. Daly is the Executive Chairman of our Board and is our former CEO. Mr. Daly’s biographical information is set forth in “Proposal 1—Election of Directors” on page 13 of this Proxy Statement.

Robert Schifellite served as President of our ICS business segment for over 15 years and was responsible for all aspects of that business, including the Regulatory, Data Driven Fund Solutions, Issuer and Customer Communication businesses. Mr. Schifellite joined ADP’s Brokerage Services Group in 1992 as Vice President, Client Services. In 1996, he was promoted to Senior Vice President and General Manager of ICS. In 2007, when Broadridge became an independent company, he was appointed Corporate Vice President and head of the Bank, Broker-Dealer and Corporate Issuer Solutions businesses of our ICS segment. Mr. Schifellite was on the board of the JDRF – Long Island Chapter.

Thomas P. Carey is our Corporate Vice President, GTO. He is the President of our GTO business segment, a position he has held since October 2018, and is responsible for all aspects of that business. Prior to this role, Mr. Carey led Broadridge’s International business with responsibility for all lines of business in the EMEA and APAC regions from 2017 to 2018. Mr. Carey joined ADP in 1992 and has held various roles with increasing responsibility at ADP and Broadridge, including as head of technology for the international business of ADP’s Brokerage Services Group from 2001 to 2004, and Chief Operating Officer of the international business of ADP’s Brokerage Services Group from 2004 to 2008. From 2009 to 2017, Mr. Carey led the international business of Broadridge’s GTO segment.

Our Executive Officers

Douglas R. DeSchutter is our Corporate Vice President, Bank Broker-Dealer, Customer Communications, and Digital COE. Effective October 1, 2023, Mr. DeSchutter will serve as Co-President of Broadridge’s ICS business. In January 2023, Mr. DeSchutter was appointed to his current role and is responsible for our Bank Broker-Dealer business (U.S. and global proxy, prospectus, and class actions solutions), Customer Communications business (transactional print and digital solutions), and overall digital strategy. Mr. DeSchutter was responsible for our Customer Communications business from 2017 to 2022, our digital solutions business from 2015 to 2016, our U.S. regulatory communication services from 2012 to 2015, and our transactional reporting services business from 2009 to 2012. Mr. DeSchutter was our Chief Strategy and Business Development Officer, 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.

Keir D. Gumbs is our Corporate Vice President and Chief Legal Officer. He joined Broadridge in July 2021. Mr. Gumbs oversees our legal, compliance, and physical security teams, and helps lead Broadridge’s policy efforts. He co-leads the Company’s regulatory and government affairs activities and oversees the Company’s ESG reporting and engagement. Prior to joining Broadridge, Mr. Gumbs served as the Deputy General Counsel and Deputy Corporate Secretary of Uber Technologies, Inc. Mr. Gumbs joined Uber in 2018 in the role of Deputy Corporate Secretary and Associate General Counsel, Global M&A, Real Estate, Payments, Marketing, Executive Compensation & Employee Benefits, Securities and Finance. Before Uber, Mr. Gumbs was a partner at Covington & Burling LLP from 2010 to 2018, and an associate from 2005 to 2010. At Covington, he focused on corporate governance, securities regulation and other corporate matters. Prior to Covington, Mr. Gumbs was a lawyer in the Division of Corporation Finance of the SEC over a six-year period, including serving as Counsel to an SEC Commissioner. Mr. Gumbs is the Chair of the Society for Corporate Governance and a member of the board of directors of NPower.

Robert F. Kalenka is our Corporate Vice President, ICS, Operations. Effective October 1, 2023, Mr. Kalenka will assume the role of President, Broadridge Customer Communications, and Chief Operations Officer, ICS. He is responsible for global facilities and the operations of our ICS business. In 2016, Mr. Kalenka’s responsibilities were expanded to include the role of Chief Operations Officer of the Broadridge Customer Communications business within the ICS segment, where he leads 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.

Laura Matlin is our Corporate Vice President, Deputy General Counsel and Chief Compliance Officer. As Deputy General Counsel, she is responsible for the international legal teams and helps set the department’s strategy. In her role as Chief Compliance Officer, a role she added to her responsibilities in 2017, Ms. Matlin is responsible for coordinating our enterprise compliance program and is Co-Chair of the Company’s Second Line Council, which is a committee of all of the risk and compliance functions at the Company that oversee risk and compliance for the entire organization. Prior to 2015, she served as the Company’s Associate General Counsel, Chief Privacy Officer and Assistant Corporate Secretary since the spin-off of Broadridge in 2007. In addition, Ms. Matlin served as the acting Chief Human Resources Officer from 2014 to 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.

Edmund L. Reese is our Corporate Vice President and Chief Financial Officer. He joined the Company in November 2020 from the American Express Company, where he most recently served as Senior Vice President and CFO of the Global Consumer Services Group. He joined American Express in 2009 and held several financial leadership positions, including SVP–Head of Investor Relations and chief financial officer positions across the Global Lending, Travel and Global Business Services businesses. Prior to joining American Express, Mr. Reese held senior finance positions at Merrill Lynch and Citigroup Smith Barney. In October 2022, Mr. Reese joined the board of directors of The Hartford.

Richard J. Stingi is our Corporate Vice President, Chief Human Resources Officer. He was appointed our Chief Human Resources Officer in February 2021 after serving as Interim Chief Human Resources Officer from September 2020. He leads all aspects of Human Resources globally, including talent acquisition, organizational development, succession planning, and total rewards. Mr. Stingi joined Broadridge in 2013 to be the lead HR Business Partner for our GTO business and Corporate Functions. He expanded those responsibilities in 2019 to lead improvement and transformation initiatives across the Human Resources department. Prior to joining Broadridge, Mr. Stingi spent 22 years at Goldman Sachs as a Managing Director in their Human Capital Management Division.

Stock Ownership Information

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 executive officers as of July 31, 2023, 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.

Stock Ownership Information

Five Percent Owners of Common Stock

At the 2022 Annual Meeting, approximately 92% of the votes cast on the Say on Pay Vote were voted in favor of the proposal. The Compensation Committee discussed the results of this advisory vote in connection with its review of compensation decisions. As described in more detail in the “Compensation Discussion and Analysis” beginning on page 45 of this Proxy Statement, the Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices in fiscal year 2023.		2022 Say on Pay Vote

The Board recommends a vote FOR the approval of the compensation of our Named Executive Officers as disclosed in this Proxy Statement

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 NEOs listed in the “Summary Compensation” table on page 63.

Our Named Executive Officers

Timothy C. Gokey CEO and Director		Edmund L. Reese Corporate Vice President and Chief Financial Officer		Christopher J. Perry President		Robert Schifellite Corporate Senior Vice President, ICS*		THOMAS P. CAREY Corporate Vice President, GTO

CD&A Roadmap

Our Compensation Discussion and Analysis is presented as follows:

Executive Compensation

Executive Summary

Philosophy and Objectives of our Executive Compensation Program

The philosophy underlying our executive compensation program is founded on three primary principles, which include:

Elements of our Executive Compensation Program

The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value. We have a combination of pay elements and a majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.

Executive Compensation

2023 Compensation Highlights

The Company has adopted an executive compensation program that reflects the Company’s philosophy that executive compensation should be structured to align each executive’s interests with the interests of our stockholders. Provided below are a few highlights of our performance and our executive compensation policies and practices.

Executive Compensation

Select Performance Highlights

Fiscal year 2023 was another year of strong financial results for Broadridge. Our compensation metrics and performance for fiscal year 2023 are highlighted below.

Dollars in Millions except per share amounts.

Fee-Based Revenue
EBT
Closed Sales
Diluted EPS

Executive Compensation

Compensation Governance Best Practices

Our target TDC aligns with our pay for performance compensation design to incentivize our CEO and other NEOs for short-term and long-term objectives that align with shareholder value creation. The Company has the following policies and practices in place to minimize excessive risk taking and meet best practices in compensation governance.

			What We Do				What We Don’t Do
Competitive Compensation Design		Design compensation programs that do not encourage excessive risk taking Engage an independent compensation consultant for the Compensation Committee that does no other work for the Company Require minimum vesting periods for awards granted to associates, subject to limited exceptions Require executives to agree to be bound by a restrictive covenant agreement containing non-competition, non-solicitation and confidentiality provisions				Provide tax gross-ups in the event of a change in control Pay dividends or dividend equivalents as a part of our long-term incentive program before vesting of the underlying shares occurs Provide excessive perquisites for our officers or directors Permit stock option repricing without stockholder approval or grants of discount stock options
Pay for Performance		Require a majority of NEO target compensation be performance based Provide stockholders an annual Say on Pay Vote
Compensation Policies		Maintain a comprehensive Clawback Policy that requires the Company to recover incentive compensation in the event of an accounting restatement, and permits recovery for an officer’s intentional misconduct Maintain a severance policy that provides for double-trigger change in control for cash payments and equity vesting Prohibit hedging or pledging of the Company’s securities by our executive officers, directors, and employees Maintain robust stock ownership guidelines for executive officers, including a rigorous 6x base salary requirement for the CEO Have stock retention and holding period requirements				No liberal recycling of shares No single-trigger vesting on a change in control

Executive Compensation

2023 Compensation Design and Determination

The overall objectives of our executive compensation programs are to attract and retain management who will create long-term shareholder value.

Our goal is to position total target compensation at the median of the external market for the NEOs. On an individual basis, target compensation for each NEO may be set above or below median based on a variety of factors, including time in position, sustained performance over time, readiness for promotion, and skill set and experience relative to external market counterparts. We have a combination of pay elements and a majority of our NEOs’ target TDC is performance based, with the objective of balancing short- and long-term decision-making in support of our business strategy.

The following graphics illustrate the predominance of variable and performance-based compensation in our NEO compensation. Details on each component are described in this section.

Executive Total Target Compensation Mix

Base salary

The Compensation Committee reviews the base salaries of the NEOs in the first quarter of the Company’s fiscal year. For fiscal year 2023, the Compensation Committee determined the following adjustments to the NEOs’ base salaries based on their performance and market competitiveness of each executive officer’s base salary.

Executive Compensation

Incentive Compensation

Broadridge provides both annual and long-term performance-based compensation to all executive officers, including the NEOs. The 2018 Omnibus Plan provides the structure for incentive compensation, including annual cash and equity awards for our NEOs and all other eligible associates. The Officer Bonus Plan provides the framework for the calculation and payment of annual performance-based cash incentives to our NEOs and other executive officers.

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 “Non-GAAP Financial Measures—Explanation of Compensation Adjusted Non-GAAP Financial Measures” beginning on page 93 of this Proxy Statement. Investors should not apply these measures and goals to other contexts.

Annual Cash Incentive Compensation

For fiscal year 2023, the Compensation Committee determined that the performance measures of the annual cash incentive awards for the NEOs would be calculated as follows: