DEF 14A of Broadridge Financial Solutions, Inc., Sep 27, 2023

DEF 14A of Broadridge Financial Solutions, Inc.

Filed Sep 27, 2023 · FY20230001140361-23-045526

Open on EDGAR

  1. Information about Our Nominees

    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.

  2. Information about Our Nominees

    | | | | | 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 |

  3. Information about Our Nominees

    | * Director ages are as of August 16, 2023 |

  4. Information about Our Nominees

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

  5. Information about Our Nominees

    | 6 | Broadridge | 2023 Proxy Statement |

  6. Board Nominee Highlights

    Board Nominee Highlights

  7. Board Nominee Highlights

    | 2023 Proxy Statement | Broadridge | 7 |

  8. 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 44 |

  9. Board Nominee Highlights

    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.

  10. Executive Total Target Compensation Mix

    Executive Total Target Compensation Mix

  11. Executive Total Target Compensation Mix

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

  12. Executive Total Target Compensation Mix

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

  13. Executive Total Target Compensation Mix

    | 8 | Broadridge | 2023 Proxy Statement |

  14. Executive Total Target Compensation Mix

    | 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 |

  15. Executive Total Target Compensation Mix

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

  16. Executive Total Target Compensation Mix

    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.

  17. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 9 |

  18. Executive Total Target Compensation Mix

    | PROPOSAL 1 | | Election of Directors | | Upon the recommendation of the Governance and Nominating Committee, our Board has nominated the 11 directors identified on the following pages for election at the 2023 Annual Meeting. Each nominee has consented to be nominated and, if elected, to serve on the Board until the next annual meeting of stockholders and until their successors are elected and qualified or until their death, resignation, retirement or removal. All of the nominees are currently Broadridge directors who were elected by stockholders at the 2022 Annual Meeting. Mr. Perna, who has served on our Board since 2009, will retire from our Board at the 2023 Annual Meeting pursuant to the mandatory retirement policy set forth in our Corporate Governance Principles. Directors are elected annually by a majority of the votes cast in uncontested elections at the annual meetings of stockholders. In an uncontested election, any incumbent director who fails to receive a majority of the votes cast is required to promptly submit an offer to resign from the Board. The Governance and Nominating Committee will recommend to the Board whether to accept or reject the director’s offer to resign. The Board will act on the offer to resign within 90 days from the date of the certification of election results and publicly disclose its decision. The Governance and Nominating Committee and the Board have evaluated each of the director nominees against the factors and principles used to select director nominees. Based on this evaluation, they have concluded that it is in the best interests of the Company and its stockholders for each of the proposed director nominees on pages 11-21 to continue to serve as a director of the Company. | | ●The current composition of our Board reflects a mix of tenures, which we believe balances historical and institutional knowledge, and an understanding of the evolution of our business with fresh perspectives from our newer directors. | | ●Each of the director nominees for election at the 2023 Annual Meeting holds or has held senior executive positions in large, complex organizations, and many hold or have held the role of chief executive officer. This experience demonstrates their ability to perform at the highest levels, enabling them to provide sound judgment concerning the issues facing a large public corporation in today’s environment, provide oversight and evaluate our performance. | | ●The Governance and Nominating Committee Charter provides that the Board take diversity into account in determining the Company’s slate of nominees. In keeping with this commitment to diversity, seven of our 11 director nominees are women or racially or ethnically diverse individuals. |

  19. Executive Total Target Compensation Mix

    | 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 |

  20. Executive Total Target Compensation Mix

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

  21. Executive Total Target Compensation Mix

    | 10 | Broadridge | 2023 Proxy Statement |

  22. Executive Total Target Compensation Mix

    Information About the Nominees

  23. Executive Total Target Compensation Mix

    | | 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 |

  24. Executive Total Target Compensation Mix

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

  25. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 11 |

  26. Executive Total Target Compensation Mix

    | | 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 |

  27. Executive Total Target Compensation Mix

    | 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 | | |

  28. Executive Total Target Compensation Mix

    | 12 | Broadridge | 2023 Proxy Statement |

  29. Executive Total Target Compensation Mix

    | | 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 |

  30. Executive Total Target Compensation Mix

    | 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 | | |

  31. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 13 |

  32. Executive Total Target Compensation Mix

    | | 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 |

  33. Executive Total Target Compensation Mix

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

  34. Executive Total Target Compensation Mix

    | 14 | Broadridge | 2023 Proxy Statement |

  35. Executive Total Target Compensation Mix

    | | 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 |

  36. Executive Total Target Compensation Mix

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

  37. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 15 |

  38. Executive Total Target Compensation Mix

    | | 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 |

  39. Executive Total Target Compensation Mix

    | 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 |

  40. Executive Total Target Compensation Mix

    | 16 | Broadridge | 2023 Proxy Statement |

  41. Executive Total Target Compensation Mix

    | | 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 |

  42. Executive Total Target Compensation Mix

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

  43. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 17 |

  44. Executive Total Target Compensation Mix

    | | 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 |

  45. Executive Total Target Compensation Mix

    | 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 |

  46. Executive Total Target Compensation Mix

    | 18 | Broadridge | 2023 Proxy Statement |

  47. Executive Total Target Compensation Mix

    | | 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 |

  48. Executive Total Target Compensation Mix

    | 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 |

  49. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 19 |

  50. Executive Total Target Compensation Mix

    | | 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) |

  51. Executive Total Target Compensation Mix

    | 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 |

  52. Executive Total Target Compensation Mix

    | 20 | Broadridge | 2023 Proxy Statement |

  53. Executive Total Target Compensation Mix

    | | 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 |

  54. Executive Total Target Compensation Mix

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

  55. Executive Total Target Compensation Mix

    | 2023 Proxy Statement | Broadridge | 21 |

  56. Executive Total Target Compensation Mix

    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.

  57. Executive Total Target Compensation Mix

    | 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. |

  58. Executive Total Target Compensation Mix

    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.

  59. Executive Total Target Compensation Mix

    | 22 | Broadridge | 2023 Proxy Statement |

  60. Non-Management Director Compensation Structure

    Non-Management Director Compensation Structure

  61. Non-Management Director Compensation Structure

    | (1) DSUs and stock options vest at grant. | | (2) Committee Chair and Committee retainers are paid in cash. | | (3) Lead Independent Director additional retainer is paid $72,500 in cash and $57,500 in equity (split evenly between DSUs and stock options). |

  62. Non-Management Director Compensation Table

    Non-Management Director Compensation Table The table below sets forth the compensation paid to our non-management directors in fiscal year 2023.

  63. Non-Management Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Leslie A. Brun | $162,500 | $110,603 | $110,725 | $10,000 | $393,828 | | Pamela L. Carter | $135,000 | $83,855 | $83,920 | $10,000 | $312,775 | | Robert N. Duelks | $130,000 | $83,855 | $83,920 | $10,000 | $307,775 | | Melvin L. Flowers | $105,000 | $83,855 | $83,920 | $9,000 | $281,775 | | Brett A. Keller | $115,000 | $83,855 | $83,920 | $10,000 | $292,775 | | Maura A. Markus | $130,000 | $83,855 | $83,920 | $10,000 | $307,775 | | Eileen K. Murray | $115,000 | $83,855 | $83,920 | — | $282,775 | | Annette L. Nazareth | $115,000 | $83,855 | $83,920 | $10,000 | $292,775 | | Thomas J. Perna | $115,000 | $83,855 | $83,920 | — | $282,775 | | Amit K. Zavery | $105,000 | $83,855 | $83,920 | $6,700 | $279,475 |

  64. Non-Management Director Compensation Table

    | (1) Represents the amount of cash compensation payable for fiscal year 2023 Board and Committee service. Several directors deferred all or part of fiscal year 2023 cash compensation into grants of DSUs under the Deferred Compensation Plan: 761 DSUs (Mr. Keller); 419 DSUs (Ms. Markus); 390 DSUs (Ms. Murray); 761 DSUs (Ms. Nazareth); and 694 DSUs (Mr. Zavery). | | (2) Represents the aggregate grant date fair value of the annual DSU awards granted during fiscal year 2023 (excluding DSUs granted under the Deferred Compensation Plan), computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See Note 16, “Stock-Based Compensation” to the consolidated financial statements included in our 2023 Form 10-K (the “2023 Consolidated Financial Statements”) for the relevant assumptions used to determine the valuation of these awards. The total number of DSUs outstanding for each non-management director as of June 30, 2023 is as follows: 26,926 (Mr. Brun); 4,039 (Ms. Carter); 18,815 (Mr. Duelks); 1,133 (Mr. Flowers); 9,982 (Mr. Keller); 15,986 (Ms. Markus); 1,025 (Ms. Murray); 2,477 (Ms. Nazareth); 18,815 (Mr. Perna); and 5,456 (Mr. Zavery). These amounts include dividend-equivalent DSUs credited during fiscal year 2023 and exclude DSUs granted under the Deferred Compensation Plan. | | (3) Represents the aggregate grant date fair value of option awards granted during fiscal year 2023 computed in accordance with FASB ASC Topic 718. See Note 16, “Stock-Based Compensation” to the 2023 Consolidated Financial Statements for the relevant assumptions used to determine the valuation of these awards. The total number of stock options outstanding for each non-management director as of June 30, 2023, all of which are exercisable, is as follows: 48,476 (Mr. Brun); 17,586 (Ms. Carter); 34,579 (Mr. Duelks); 5,090 (Mr. Flowers); 31,197 (Mr. Keller); 34,579 (Ms. Markus); 2,730 (Ms. Murray); 5,090 (Ms. Nazareth); 13,479 (Mr. Perna); and 10,678 (Mr. Zavery). | | (4) Represents Company-paid contributions made to qualified tax-exempt organizations under the Matching Gift Program on behalf of the non-management directors. |

  65. Non-Management Director Compensation Table

    | 2023 Proxy Statement | Broadridge | 39 |

  66. Non-Management Director Compensation Table

    Our Executive Officers

  67. Non-Management Director Compensation Table

    | Name | Age | Position* | | Timothy C. Gokey | 62 | CEO and Director | | Christopher J. Perry | 61 | President | | Richard J. Daly | 70 | Executive Chairman | | Robert Schifellite | 65 | Corporate Senior Vice President, Investor Communication Solutions (“ICS”) | | Thomas P. Carey | 52 | Corporate Vice President, Global Technology and Operations (“GTO”) | | Douglas R. DeSchutter | 53 | Corporate Vice President, Bank Broker-Dealer, Customer Communications and Digital Center of Excellence (“COE”) | | Keir D. Gumbs | 49 | Corporate Vice President, Chief Legal Officer | | Robert F. Kalenka | 60 | Corporate Vice President, ICS, Operations | | Laura Matlin | 64 | Corporate Vice President, Deputy General Counsel and Chief Compliance Officer | | Edmund L. Reese | 49 | Corporate Vice President, Chief Financial Officer | | Richard J. Stingi | 59 | Corporate Vice President, Chief Human Resources Officer |

  68. Non-Management Director Compensation Table

    | * As of September 1, 2023 |

  69. Non-Management Director Compensation Table

    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.

  70. Non-Management Director Compensation Table

    | 40 | Broadridge | 2023 Proxy Statement |

  71. Non-Management Director Compensation Table

    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.

  72. Non-Management Director Compensation Table

    | 2023 Proxy Statement | Broadridge | 41 |

  73. Non-Management Director Compensation Table

    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.

  74. Non-Management Director Compensation Table

    | Beneficial Owner | Number of Shares(1)(2)(3) | Percentage of Shares Beneficially Owned(4) | | Leslie A. Brun | 122,906 | * | | Thomas P. Carey | 60,764 | * | | Pamela L. Carter | 21,625 | * | | Richard J. Daly(5) | 278,372 | * | | Robert N. Duelks(6) | 76,800 | * | | Melvin L. Flowers | 6,223 | * | | Timothy C. Gokey | 656,787 | * | | Brett A. Keller | 41,179 | * | | Maura A. Markus | 58,413 | * | | Eileen K. Murray | 3,755 | * | | Annette L. Nazareth | 7,567 | * | | Thomas J. Perna | 43,457 | * | | Christopher J. Perry | 138,644 | * | | Edmund L. Reese | 17,215 | * | | Robert Schifellite | 142,372 | * | | Amit K. Zavery | 16,139 | * | | All directors, director nominees, and executive officers as a group (21) | 1,923,211 | 1.6% |

  75. Non-Management Director Compensation Table

    | * Represents beneficial ownership of less than one percent of the issued and outstanding shares of our Common Stock as of July 31, 2023. | | (1) Includes unrestricted shares of Common Stock over which each director or executive officer has sole voting and investment power. | | (2) Amounts reflect vested stock options and stock options that will vest within 60 days of July 31, 2023. If shares are acquired, the director or executive officer would have sole discretion as to voting and investment. The shares beneficially owned include: (i) the following shares subject to such options granted to the following directors or executive officers: 48,476 (Mr. Brun), 50,010 (Mr. Carey), 17,586 (Ms. Carter), 83,760 (Mr. Daly), 34,579 (Mr. Duelks), 5,090 (Mr. Flowers), 515,773 (Mr. Gokey), 31,197 (Mr. Keller), 34,579 (Ms. Markus), 2,730 (Ms. Murray), 5,090 (Ms. Nazareth), 13,479 (Mr. Perna), 70,784 (Mr. Perry), 12,066 (Mr. Reese), 92,058 (Mr. Schifellite), and 10,678 (Mr. Zavery); and (ii) 1,173,655 shares subject to such options granted to all directors and executive officers as a group. | | (3) Amounts provided for each director, other than Mr. Gokey and Mr. Daly, include DSU awards which are fully vested upon grant, and will settle as shares of Common Stock upon the director’s separation from service on the Board. The DSUs are credited with dividend equivalents in the form of additional DSUs on a quarterly basis as dividends are declared by the Board. | | (4) The percentage of shares beneficially owned is based upon 118,115,862 shares of Common Stock outstanding as of July 31, 2023. | | (5) Includes 20,000 shares of Common Stock held by The EED 2012 Trust, 20,000 shares of Common Stock held by The KLD 2012 Trust, 9,484 shares of Common Stock held by The EED 2014 Trust, and 2,700 shares of Common Stock held by the Daly Family Grandchildren’s 2020 Trust, trusts formed for the benefit of Mr. Daly’s children and grandchildren. Mr. Daly and his wife are co-trustees of these trusts. | | (6) Includes 6,275 shares indirectly owned by Mr. Duelks and his wife through BOMAR II LLC, the Robert N. Duelks Revocable Trust dated January 11, 2007 and the Mary E. Duelks Revocable Trust dated January 11, 2007. Ownership in BOMAR II LLC is held by various Grantor Retained Annuity Trusts in which Mr. Duelks and his wife act as trustees. |

  76. Non-Management Director Compensation Table

    | 42 | Broadridge | 2023 Proxy Statement |

  77. Non-Management Director Compensation Table

    Five Percent Owners of Common Stock

  78. Non-Management Director Compensation Table

    | Beneficial Owner | Number of Shares | Percentage of Shares Beneficially Owned(4) | | The Vanguard Group, Inc.(1) | 14,255,958 | 12.1% | | BlackRock, Inc.(2) | 10,628,720 | 9.0% | | Morgan Stanley(3) | 6,577,256 | 5.6% |

  79. Non-Management Director Compensation Table

    | (1) Based on information as of December 30, 2022 contained in a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group, Inc. (“Vanguard Group”). Vanguard Group has sole dispositive power with respect to 13,764,722 shares of Common Stock, shared voting power with respect to 172,898 shares of Common Stock and shared dispositive power with respect to 491,236 shares of Common Stock. The address of Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. | | (2) Based on information as of December 31, 2022 contained in a Schedule 13G/A filed on January 25, 2023 by BlackRock, Inc. (“BlackRock”), BlackRock reported sole voting power with respect to 9,768,809 shares of Common Stock and sole dispositive power with respect to 10,628,720 shares of Common Stock. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. | | (3) Based on information as of December 30, 2022 contained in a Schedule 13G/A filed on February 8, 2023 by Morgan Stanley, reported shared voting power with respect to 5,976,190 shares of Common Stock and shared dispositive power with respect to 6,575,789 shares of Common Stock. The address of Morgan Stanley is 1585 Broadway, New York, NY 10036. | | (4) The percentage of shares beneficially owned is based upon 118,115,862 shares of Common Stock outstanding as of July 31, 2023. |

  80. Non-Management Director Compensation Table

    | 2023 Proxy Statement | Broadridge | 43 |

  81. Non-Management Director Compensation Table

    | PROPOSAL 2 Advisory Vote to Approve Compensation of Our Named Executive Officers (the Say on Pay Vote) |

  82. Non-Management Director Compensation Table

    | In recognition of the interest the Company’s stockholders have in the Company’s executive compensation policies and practices, and in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), this proposal provides the Company’s stockholders with an opportunity to cast an advisory vote on the compensation of the NEOs, as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement. |

  83. Non-Management Director Compensation Table

    | 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 | | | |

  84. Non-Management Director Compensation Table

    | Pay for Performance. The mix of compensation elements for the NEOs, and particularly the CEO, is more heavily weighted towards variable, performance-based compensation than for the balance of the Company’s executive officers. This is intended to ensure that the executives who are most responsible for overall performance and changes in shareholder value are held most accountable for results. For fiscal year 2023, approximately 91% of the target TDC of our CEO, Mr. Gokey, and approximately 81% of the target TDC of our other NEOs (on average), is at risk and tied primarily to the growth and profitability of the Company. Broadridge demonstrated another year of strong growth in fiscal year 2023. In line with the Company’s strong overall financial performance in fiscal year 2023, the annual cash incentive payments for the NEOs ranged from 92% to 106% of their targets. In addition, because of our strong EPS performance in fiscal years 2022 and 2023, performance-based RSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of their target amounts. Based on these factors, the Compensation Committee concluded that fiscal year 2023 compensation was well aligned with our performance for the year and that the connection between pay and performance is strong. The stockholder vote on this proposal is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs. This vote is advisory and will not be binding on the Company. However, the Board and the Compensation Committee will review and consider the voting results when evaluating future compensation decisions relating to our NEOs. The Company has included in this Proxy Statement a proposal regarding the frequency of the Say on Pay Vote, and the Board has recommended that stockholders vote for “One Year” to approve, on an advisory basis, an annual Say on Pay Vote. Unless the Board modifies its policy, the next Say on Pay Vote will be held at the 2024 Annual Meeting. |

  85. Non-Management Director Compensation Table

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

  86. Non-Management Director Compensation Table

    | 44 | Broadridge | 2023 Proxy Statement |

  87. Non-Management Director Compensation Table

    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.

  88. Elements of our Executive Compensation Program

    | Element | Form | Performance Measures and Key Terms | Objective | | Base Salary | Fixed cash | ● Reviewed annually and adjusted when appropriate based on the executive’s responsibility, performance, and market competitiveness | Attract and retain executive talent | | Annual Cash Incentive | Variable cash | ● 70% Financial Goals ■ Compensation Adjusted Fee-Based Revenue (15%) ■ Compensation Adjusted Earnings Before Taxes (“EBT”) (35%) ■ Closed Sales (20%) ● 5% Client Satisfaction Goal ● 25% Strategic and Leadership Goals (including DEI goals) | Reward annual performance based on key financial and operational measures that align with our business strategy | | Long-Term Equity Incentives | 50% performance-based RSUs (“PRSUs”) | ● 30-month total vesting period, including a two-year performance period ● Compensation Adjusted EPS Goals NEW for 2024: three-year performance and vesting period | Reward performance on achievement of long-term financial results | | | 50% Stock Options | ● Vest 25% per year, subject to continued employment ● Only have value if Company performance results in stock price appreciation | Directly align the interest of management with those of stockholders |

  89. 2023 Compensation Highlights

    | Balanced Incentive Metrics Supporting our Strategy | ● The performance metrics utilized for the Company’s annual cash incentive and long-term equity incentive compensation align with Broadridge’s operating plan and the goal of creating shareholder value. For fiscal year 2023, these included: Annual Cash Incentive: ■ Fee-Based Revenue is the foundation for the Company’s future growth ■ Adjusted EBT is a key measure of annual corporate performance ■ Closed Sales is an important measure for expected future revenue, which drives the Company’s growth ■ Client Satisfaction targets to emphasize the importance of client retention to the achievement of Broadridge’s financial goals ■ Strategic and leadership goals reinforce the importance of the Company’s non-financial strategic objectives Long-Term Equity Incentive: ■ Adjusted EPS is a primary measure of long-term corporate profitability and is intended to provide alignment with stockholders’ interests and hold executives accountable for the long-term performance of the Company ● Strong engagement and leadership displayed by our NEOs drives a clear line of sight to these metrics across the Company. Line of sight is the degree to which an employee can understand how their contributions influence the performance measures being evaluated | | Compensation Aligned with Performance | ● We believe that aligning our executives’ incentives with Broadridge’s strategic goals is critical to attain long-term strategic success. ● Annual cash incentive payments to the NEOs for fiscal year 2023 ranged from 92% to 106% of their targets. ● Our NEOs’ actual TDC for fiscal year 2023 reflects the Company’s strong overall financial performance. ● PRSU awards for the performance period ended in fiscal year 2023 were earned at approximately 104% of target, reflecting average fiscal years 2022 and 2023 Compensation Adjusted EPS performance that exceeded our target goals. | | Transition to Three-Year Performance Period for PRSUs | For fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for our PRSUs. This change was made to better align our program with prevalent market practices and be responsive to commentary provided by some investors as part of our annual investor engagement process. | | Risk Mitigation and Corporate Governance Policies and Practices | Broadridge has certain policies in place to minimize excessive risk taking such as a Clawback Policy and a policy that prohibits the hedging or pledging of the Company’s securities. In addition, in consultation with FW Cook, the Compensation Committee reviewed the compensation programs for all Broadridge employees and concluded that these programs do not create risks that would be reasonably likely to have a material adverse effect on the Company. | | Diversity, Equity, and Inclusion Component of Officer Annual Cash Incentive | Broadridge is committed to diversity, equity, and inclusion. We recognize that developing and maintaining diverse talent, and having people of all backgrounds, experiences and identities is not only an important social obligation, but also a critical component to our continued growth and success in providing award-winning service for our clients and, ultimately, in creating value for stockholders. In fiscal year 2023, Broadridge again had a component of compensation tied to DEI for each NEO. | | Consistent Say-on-Pay Support | At the 2022 Annual Meeting, stockholders continued their strong support of our executive compensation program with approximately 92% of the votes cast in favor of the proposal. Based on the results, the Compensation Committee believes that the Company’s current executive compensation program is aligned with the interests of the Company’s stockholders. Accordingly, the Compensation Committee decided to retain the core elements and pay for performance design of our executive compensation program for fiscal year 2023. |

  90. Compensation Governance Best Practices

    | | | 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 | |

  91. Executive Total Target Compensation Mix

    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:

  92. Closed Sales(1)

    The Compensation Committee determined that the financial goals above are aligned with the Company’s long-term growth and profitability objectives. The Compensation Committee established threshold, target and maximum performance levels for each financial goal. Each level represents a different performance expectation considering factors such as the Company’s prior year performance and the Company’s operating plan growth goals. Business Segment Financial Goals In addition to the corporate financial goals, annual cash incentives for Mr. Schifellite and Mr. Carey include business segment financial goals for Compensation Adjusted Fee-Based Revenue, Compensation Adjusted Earnings Before Interest and Taxes (“EBIT”), and Closed Sales. Determination of annual cash incentives for Mr. Schifellite and Mr. Carey are based on achievement of both the corporate financial goals and business segment financial goals for their respective businesses, which are weighted equally. In determining the business segment financial goals, the Compensation Committee considers annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, to establish performance goals that are challenging yet attainable. For fiscal year 2023, business segment financial goals for both ICS and GTO were set above the prior year’s achievement level, except for the ICS Closed Sales goal, which was set above the prior year’s target level. Targets related to the business segment financial goals are not provided in this Proxy Statement, as the Company believes such disclosure would cause competitive harm. Achievement levels for fiscal year 2023 were as follows.

  93. Closed Sales(1)

    Client Satisfaction Goal We embrace the concept of the Service-Profit Chain, which directly connects employee engagement, client satisfaction, and the creation of shareholder value. In furtherance of this principle, client satisfaction is a component of every full-time associate’s compensation because of the importance of client retention to the achievement of Broadridge’s financial goals, especially its Recurring fee revenue goals. Our annual client satisfaction survey uses a Net Promoter Score to provide client insight into our products and services. The Net Promoter Score is a metric that takes the form of a single survey question asking respondents to rate the likelihood that they would recommend Broadridge’s products or services to a peer or colleague. The results are tabulated by product or solution, covering 52 Broadridge products, and weighted by the total revenue of each product or solution. The Compensation Committee sets threshold, target and maximum Net Promoter Score goals for the Officer Bonus Plan at the beginning of the fiscal year. In order to earn a payout over 100% of target, an improvement of 4.3% or more from fiscal year 2022 is required. In fiscal year 2023, we achieved a Net Promoter Score within the targeted range, resulting in achievement of 100% of target for this component of the Officer Bonus Plan. Strategic and Leadership Goals Strategic and leadership achievement is included as a component of each NEO’s annual cash incentive to reinforce the importance of the Company’s non-financial strategic objectives. These goals are set at the beginning of the fiscal year and vary by NEO. Our CEO’s goals align with five key performance expectations, including financial, strategic growth, human capital, operational excellence and client goals. The goals of all other NEOs also align with these priorities. Each NEO’s set of metrics was considered in the strategic and leadership assessment score determined by the Compensation Committee based on a holistic evaluation of the NEO’s strategic and leadership performance. Broadridge recognizes that developing and maintaining diverse talent and employing people of all backgrounds, experiences and identities is a critical component to the Company’s continued growth and success, in providing award-winning service for our clients and, ultimately, an engaging place for our associates. As a result, the Compensation Committee established DEI objectives for the executive officers as part of their strategic and leadership goals, including goals to increase the representation of women and racially or ethnically diverse associates. The Compensation Committee considered the achievement of each of these strategic and leadership objectives in its assessment of each NEO’s performance and concluded that performance was strong in fiscal year 2023. As a result, the Compensation Committee determined to pay each NEO between 98%-110% of the target on the strategic and leadership goals portion of their cash incentive award. Fiscal Year 2023 Annual Incentive Compensation Payments The results of the annual incentive award calculations for fiscal year 2023 are detailed below.(1)

  94. Closed Sales(1)

    Long-Term Equity Incentive Compensation The purpose of long-term equity incentive compensation is to align executive officer financial interests with those of stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent. The Company grants both stock options and PRSUs to its executive officers annually to reinforce key business strategies. Each executive officer has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is typically allocated equally between stock options and PRSUs. The Compensation Committee considers recommendations from the CEO with regard to grants of stock options and PRSUs to executive officers other than himself. The Compensation Committee retains full responsibility for approval of individual grants. Beginning with fiscal year 2024, Broadridge will transition from a two-year performance period to a three-year performance period for PRSUs. Details on the annual long-term equity awards for fiscal year 2023 are provided in the table below.

  95. Closed Sales(1)

    | Type of Equity | Vesting | | Terms | | | Stock Options | Vest 25% per year on the anniversary date of the grant, subject to continued employment with the Company. | | ●The exercise price equals the Common Stock closing price on the date of the grant (i.e., fair market value) ●Stock options have a 10-year maximum term ●The number of stock options is determined by dividing the target value by the option’s binomial value(1)(2) | | | | Year 1 Vest 25% | Year 2 Vest 25% | Year 3 Vest 25% | Year 4 Vest 25% | | Performance- Based RSUs | Vest on April 1st of the calendar year following the applicable two-year performance period, subject to continued employment with the Company. These awards have time-based vesting after the achievement of performance goals, resulting in a 30-month total vesting period from date of award to date of vesting. | | ● The performance criterion is average Compensation Adjusted EPS for the two prior fiscal years. For fiscal year 2023, this is the average Compensation Adjusted EPS for fiscal years 2022 and 2023 ●The number of shares that can be earned based on performance ranges from 0% to 150% of the total target PRSUs ● The dollar target is converted into a target number of PRSUs based on the 30-day average prior to grant(2) | | | | 2 Year Performance Period | | | Additional 6 Month Vesting Period |

  96. Closed Sales(1)

    2023 Long-Term Equity Incentive Award Granted In August 2022, the Compensation Committee approved the fiscal year 2023 long-term equity incentive award targets for the NEOs, taking into account the review of the market analysis completed by FW Cook, and the NEOs’ ongoing roles and impact on the organization. The Compensation Committee approved the grant of the following long-term incentive awards during fiscal year 2023, which were split evenly between stock option and PRSU awards:

  97. Fiscal Year 2023 Long-term Equity Incentive Awards Granted

    Fiscal Year 2023 Long-term Equity Incentive Awards Granted

  98. Fiscal Year 2023 Long-term Equity Incentive Awards Granted

    | Name | Total Annual Value | | | Timothy C. Gokey | $9,475,000 | | | Edmund L. Reese | $2,150,000 | | | Christopher J. Perry | $2,625,000 | | | Robert Schifellite | $1,825,000 | | | Thomas P. Carey | $1,650,000 | |

  99. Fiscal Year 2023 Long-term Equity Incentive Awards Granted

    Performance-Based RSU Awards Earned in Fiscal Year 2023 For PRSUs granted in 2021, the Compensation Committee set and evaluated Compensation Adjusted EPS goals for the two-year performance period ended in fiscal year 2023. Following completion of the performance period, the Compensation Committee determined that the NEOs earned approximately 104% of the PRSU target award amounts, due to the achievement of average Compensation Adjusted EPS for fiscal years 2022 and 2023 of $6.78. Broadridge’s annual Compensation Adjusted EPS achievement for fiscal years 2022 and 2023 was $6.57 and $6.99, respectively. The earned PRSUs will vest and convert into shares of our Common Stock in April 2024, provided that the officer remains actively employed with Broadridge on the vesting date.

  100. Additional Benefits

    | (1) See “Pension Benefits” and “Non-Qualified Deferred Compensation” on pages 68 and 69 in this Proxy Statement, respectively, for further information regarding Broadridge’s retirement plans. | | (2) See the “All Other Compensation” table on page 64 of this Proxy Statement for more information regarding the perquisites provided to the NEOs. |

  101. Roles and Processes for Executive Compensation Decision-Making

    Role of the Independent Compensation Consultant The Compensation Committee engages FW Cook as its independent compensation consultant to provide compensation market analysis and insight with respect to the compensation of our executive officers and directors. In addition, FW Cook gives the Compensation Committee advice regarding selection of the Peer Group companies (as defined below), market competitive compensation, executive compensation trends, guidance on industry best practices and pay for performance alignment, drafting of compensation-related disclosures, and governance and regulatory updates. FW Cook also provides ongoing assistance in the design and structure of the variable incentive plans, including the selection of performance metrics and the setting of performance goals. In addition, at the request of the Compensation Committee, during fiscal year 2023, FW Cook conducted a peer group review of the alignment between the Company’s performance and realizable pay over Broadridge’s most recently completed one- and three-fiscal year periods for the NEOs. The analysis indicated Broadridge’s executive compensation program generally maintains a strong pay for performance orientation and does not indicate material weakness in design or performance goals. The performance factors reviewed as part of this analysis were revenue growth, operating income growth and return on invested capital. The Compensation Committee annually reviews the independence of FW Cook and, in fiscal year 2023, concluded that FW Cook is independent, and their work has not raised any conflicts of interest. FW Cook reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise their independence or objectivity. Role of Management Our CEO makes recommendations to the Compensation Committee with respect to the base salaries, annual cash incentive awards and long-term equity incentive awards for executive officers, within the framework of the executive compensation program approved by the Compensation Committee and taking into account FW Cook’s review of market competitive compensation data on behalf of the Compensation Committee. These recommendations are based upon the CEO’s assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and retention considerations. The Compensation Committee considers the CEO’s recommendations in its sole discretion. Our CEO does not make recommendations with respect to his compensation.

  102. Roles and Processes for Executive Compensation Decision-Making

    Peer Group Selection and Market Data Broadridge refers to a peer group in establishing executive officer target compensation. The list of companies determined to be Broadridge’s peers for executive officer compensation benchmarking purposes is reviewed annually by the Compensation Committee. Fiscal year 2023 target compensation was determined by the Compensation Committee taking into account the Peer Group set out below. Peer Group data is considered a primary source of information for the determination of both market practices and market compensation levels for the NEOs. As there is limited data on positions other than the CEO and CFO in the Peer Group data, the Compensation Committee also reviews data from two global survey sources related to general industry and technology companies, size-adjusted for Broadridge’s total revenues, or in the case of the roles of Mr. Schifellite and Mr. Carey, size-adjusted for the total revenues of the businesses they manage, when it considers the market competitiveness of NEO compensation levels and/or market practices. The survey providers utilized were Willis Towers Watson and Aon Radford. The Compensation Committee does not review the specific companies included in these surveys.

  103. Roles and Processes for Executive Compensation Decision-Making

    | HOW THE PEER GROUP WAS CHOSEN | HOW WE USE THE PEER GROUP | | ●Comparable businesses operating in similar industries ●Within a reasonable range of revenue, market capitalization, operating income, total assets, and number of employees compared to Broadridge, with revenue and market capitalization as the primary measures ●Similar cost structures, business models, and compensation models ●Similar level of global presence | ●As a reference point to assess the competitiveness of base salary, incentive targets, and TDC awarded to the NEOs ●As information on market practices in connection with compensation plan design, share utilization, share ownership guidelines and perquisites ●To compare Company performance and validate whether executive compensation programs are aligned with Company performance |

  104. Roles and Processes for Executive Compensation Decision-Making

    | Peer Group Companies | | The Compensation Committee, with the assistance of FW Cook determined that the following 14 companies are Broadridge’s peers for fiscal year 2023 compensation benchmarking purposes (the “Peer Group”): | | ●Bread Financial Holdings, Inc.(1) ●Equifax, Inc. ●Euronet Worldwide, Inc. ●Fidelity National Information Services, Inc. ●Fiserv, Inc. ●Gartner, Inc. ●Global Payments Inc. ●Intercontinental Exchange, Inc. ●Jack Henry & Associates, Inc. ●Paychex, Inc. ●SS&C Technologies Holdings, Inc. ●Verisk Analytics, Inc. ●The Western Union Company ●IHS Markit Ltd.(2) |

  105. Compensation Governance

    | | WHAT COUNTS: | | WHAT DOESN’T COUNT: | | Shares owned outright Shares beneficially owned by direct family members (spouse, dependent children) Shares held in the executive’s account under a 401(k) plan or other savings plan | | Unexercised stock options Unvested time- and performance-based RSUs | |

  106. Compensation Governance

    | ● | An executive officer should retain at least 50% of the net profit shares realized after the exercise of stock options or vesting of RSUs until the ownership level is reached. Net profit shares are the shares remaining after the sale of shares to finance payment of the stock option exercise price, taxes and transaction costs owed at exercise or vesting. | | ● | After the ownership level is met, the executive officer must continue to hold at least 50% of future net profit shares for one year. |

  107. Compensation Governance

    attract the executives to Broadridge to deliver take-home compensation in the first year of employment approximating target compensation for the given role within our peer group and to compensate for value forfeited when leaving prior employment. The Compensation Committee and management focus on developing a compelling compensation package that is consistent with our pay for performance philosophy and rewards for creating shareholder value. Section 162(m) Section 162(m) of the Code generally places a limit of $1 million on the amount of compensation a public company can deduct in any year for each of its “covered employees” (which includes the current and certain former NEOs). The Compensation Committee believes that its primary responsibility is to provide a compensation program that is designed to attract, retain, and reward the executive talent necessary for the success of the Company. The Compensation Committee considers the factors discussed above in setting the compensation of the NEOs, and it does not take into account the limit on deductibility under Section 162(m). Severance Plans Broadridge has a CIC Plan and a separate Officer Severance Plan covering all executive officers, which includes all NEOs. These plans were established to enhance recruitment and retention of senior officers who are key to our long-term success without the necessity of having separate employment agreements. In addition, the CIC Plan protects and enhances shareholder value by encouraging executive officers to evaluate potential transactions with independence and objectivity and ensuring continuity of management prior to and after a transaction. In the event that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis. See “Potential Payments upon a Termination or Change in Control” beginning on page 70 of this Proxy Statement for further information regarding the CIC Plan and the Officer Severance Plan. Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on such reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2023 Proxy Statement and be incorporated by reference in the 2023 Form 10-K.

  108. Summary Compensation

    | Name | Year | Salary(1) | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) | All Other Compensation(7) | Total | | Timothy C. Gokey CEO | 2023 | $1,016,667 | — | $3,936,728 | $4,796,017 | $1,497,756 | $936,348 | $51,762 | $12,235,278 | | | 2022 | $962,500 | — | $3,701,756 | $3,655,242 | $1,694,379 | $0 | $54,351 | $10,068,228 | | | 2021 | $900,000 | — | $3,138,849 | $3,380,445 | $1,664,550 | $1,120,315 | $48,997 | $10,253,156 | | Edmund L. Reese Corporate Vice President and CFO | 2023 | $667,500 | — | $893,280 | $1,088,268 | $657,551 | — | $131,405 | $3,438,004 | | | 2022 | $625,000 | — | $809,684 | $799,559 | $615,049 | — | $113,285 | $2,962,577 | | | 2021 | $352,308 | $528,000(2) | $1,599,377 | $375,602 | $369,044 | — | $36,308 | $3,260,639 | | Christopher J. Perry President | 2023 | $687,413 | — | $1,090,550 | $1,328,696 | $915,899 | — | $197,149 | $4,219,707 | | | 2022 | $656,713 | — | $1,017,875 | $1,005,192 | $1,094,839 | — | $198,662 | $3,973,281 | | | 2021 | $640,696 | — | $888,170 | $956,538 | $1,067,041 | — | $187,842 | $3,740,287 | | Robert Schifellite Corporate Senior Vice President, ICS | 2023 | $699,110 | — | $758,147 | $923,766 | $974,980 | $659,340 | $67,428 | $4,082,771 | | | 2022 | $660,535 | — | $821,223 | $811,011 | $1,097,579 | $0 | $70,275 | $3,460,623 | | | 2021 | $634,113 | — | $718,433 | $773,726 | $1,034,556 | $1,025,376 | $57,895 | $4,244,099 | | Thomas P. Carey Corporate Vice President, GTO | 2023 | $550,094 | — | $685,563 | $835,156 | $644,079 | — | $301,836 | $3,016,728 |

  109. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to all plan-based awards granted to our NEOs in fiscal year 2023. See the “Outstanding Equity Awards at Fiscal Year-End” table for the outstanding stock option awards and unvested stock awards held by each of the NEOs as of June 30, 2023.

  110. Grants of Plan-Based Awards

    | Name | Grant Date | Committee Award Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Timothy C. Gokey | | | $768,750 | $1,537,500 | $3,075,000 | | | | | | | | | | 01-Oct-2022(4) | 15-Sep-2022 | | | | 14,318 | 28,637 | 42,955 | | | | $3,936,728 | | | 15-Feb-2023(5) | 15-Feb-2023 | | | | | | | | 135,366 | $144.67 | $4,796,017 | | Edmund L. Reese | | | $337,500 | $675,000 | $1,350,000 | | | | | | | | | | 01-Oct-2022(4) | 15-Sep-2022 | | | | 3,249 | 6,498 | 9,747 | | | | $893,280 | | | 15-Feb-2023(5) | 15-Feb-2023 | | | | | | | | 30,716 | $144.67 | $1,088,268 | | Christopher J. Perry | | | $485,039 | $970,078 | $1,940,156 | | | | | | | | | | 01-Oct-2022(4) | 15-Sep-2022 | | | | 3,966 | 7,933 | 11,899 | | | | $1,090,550 | | | 15-Feb-2023(5) | 15-Feb-2023 | | | | | | | | 37,502 | $144.67 | $1,328,696 | | Robert Schifellite | | | $458,749 | $917,498 | $1,834,996 | | | | | | | | | | 01-Oct-2022(4) | 15-Sep-2022 | | | | 2,757 | 5,515 | 8,272 | | | | $758,147 | | | 15-Feb-2023(5) | 15-Feb-2023 | | | | | | | | 26,073 | $144.67 | $923,766 | | Thomas P. Carey | | | $351,899 | $703,797 | $1,407,594 | | | | | | | | | | 01-Oct-2022(4) | 15-Sep-2022 | | | | 2,493 | 4,987 | 7,480 | | | | $685,563 | | | 15-Feb-2023(5) | 15-Feb-2023 | | | | | | | | 23,572 | $144.67 | $835,156 |

  111. Grants of Plan-Based Awards

    | (1) Amounts consist of the threshold, target and maximum annual cash incentive award levels made pursuant to the Officer Bonus Plan. Amounts in the threshold awards column represent 50% of the target award which corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 200% of the target award which corresponds to the maximum payout of the award. Actual amounts paid to the NEOs are reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation” table with respect to fiscal year 2023. Mr. Carey’s non-equity incentive plan award is paid in GBP and converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. | | (2) Amounts consist of the threshold, target and maximum PRSU awards granted in fiscal year 2023 under the 2018 Omnibus Award Plan. Amounts in the threshold awards column represent 50% of the target award which corresponds to the minimum performance level required for a payout of the award. Amounts in the maximum awards column represent 150% of the target award which corresponds to the maximum payout of the award. | | (3) These amounts are valued based on the aggregate grant date fair value of the award determined pursuant to FASB ASC Topic 718, and based on the probable outcome of the performance condition in the case of PRSUs. See Note 16, “Stock-Based Compensation,” to the 2023 Consolidated Financial Statements, for a discussion of the relevant assumptions used in calculating these amounts. | | (4) Represents PRSUs granted under the 2018 Omnibus Plan on October 1, 2022 that will vest and convert to Common Stock on April 1, 2025, provided that pre-set financial performance goals are met over the fiscal years 2023 and 2024 performance cycle. Named Executive Officers can earn from 0% to 150% of their stated PRSU award amount in shares of Common Stock. | | (5) Represents stock option awards granted under the 2018 Omnibus Plan on February 15, 2023, that will vest ratably over the next four years on the anniversary of the date of grant. |

  112. Grants of Plan-Based Awards

    | 2023 Proxy Statement | Broadridge | 65 |

  113. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding unexercised stock options and unvested stock and equity incentive plan awards for each of the NEOs as of June 30, 2023.

  114. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested | | Timothy C. Gokey | 72,222 | 0 | $50.95 | 09-Feb-2025(2) | | | | | | | 61,349 | 0 | $51.95 | 08-Feb-2026(3) | | | | | | | 59,395 | 0 | $67.32 | 10-Feb-2027(4) | | | | | | | 46,561 | 0 | $93.88 | 12-Feb-2028(5) | | | | | | | 99,831 | 0 | $98.31 | 11-Feb-2029(6) | | | | | | | 94,407 | 31,470 | $117.34 | 04-Feb-2030(7) | | | | | | | 54,558 | 54,559 | $148.07 | 12-Feb-2031(8) | | | | | | | 27,450 | 82,350 | $144.84 | 14-Feb-2032(9) | | | | | | | 0 | 135,366 | $144.67 | 15-Feb-2033(10) | | | | | | | | | | | 23,951 | $3,967,004(12) | | | | | | | | | | | 28,637 | $4,743,146(13) | | Edmund L. Reese | 6,062 | 6,062 | $148.07 | 12-Feb-2031(8) | | | | | | | 6,004 | 18,014 | $144.84 | 14-Feb-2032(9) | | | | | | | 0 | 30,716 | $144.67 | 15-Feb-2033(10) | | | | | | | | | | | 5,238 | $867,570(12) | | | | | | | | | | | 6,498 | $1,076,264(13) | | Christopher J. Perry | 18,239 | 0 | $98.31 | 11-Feb-2029(6) | | | | | | | 29,559 | 9,854 | $117.34 | 04-Feb-2030(7) | | | | | | | 15,438 | 15,438 | $148.07 | 12-Feb-2031(8) | | | | | | | 7,548 | 22,647 | $144.84 | 14-Feb-2032(9) | | | | | | | 0 | 37,502 | $144.67 | 15-Feb-2033(10) | | | | | | | | | | | 6,585 | $1,090,674(12) | | | | | | | | | | | 7,933 | $1,313,943(13) | | Robert Schifellite | 23,877 | 0 | $93.88 | 12-Feb-2028(5) | | | | | | | 28,015 | 0 | $98.31 | 11-Feb-2029(6) | | | | | | | 21,589 | 7,197 | $117.34 | 04-Feb-2030(7) | | | | | | | 12,487 | 12,488 | $148.07 | 12-Feb-2031(8) | | | | | | | 6,090 | 18,272 | $144.84 | 14-Feb-2032(9) | | | | | | | 0 | 26,073 | $144.67 | 15-Feb-2033(10) | | | | | | | | | | | 5,313 | $879,992(12) | | | | | | | | | | | 5,515 | $913,449(13) | | Thomas P. Carey | 5,969 | 0 | $93.88 | 12-Feb-2028(5) | | | | | | | 7,163 | 0 | $93.88 | 12-Feb-2028(11) | | | | | | | 14,712 | 0 | $98.31 | 11-Feb-2029(6) | | | | | | | 11,375 | 3,792 | $117.34 | 04-Feb-2030(7) | | | | | | | 7,274 | 7,274 | $148.07 | 12-Feb-2031(8) | | | | | | | 3,517 | 10,551 | $144.84 | 14-Feb-2032(9) | | | | | | | 0 | 23,572 | $144.67 | 15-Feb-2033(10) | | | | | | | | | | | 3,068 | $508,153(12) | | | | | | | | | | | 4,987 | $825,997(13) |

  115. Outstanding Equity Awards at Fiscal Year-End

    | (1) Market values are calculated using the closing stock price of Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. | | (2) Represents annual stock options granted on February 9, 2015. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. |

  116. Outstanding Equity Awards at Fiscal Year-End

    | 66 | Broadridge | 2023 Proxy Statement |

  117. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents annual stock options granted on February 8, 2016. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. | | (4) Represents annual stock options granted on February 10, 2017. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. | | (5) Represents annual stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. | | (6) Represents annual stock options granted on February 11, 2019. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. | | (7) Represents annual stock options granted on February 4, 2020. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. | | (8) Represents annual stock options granted on February 12, 2021. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. | | (9) Represents annual stock options granted on February 14, 2022. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. | | (10) Represents annual stock options granted on February 15, 2023. This grant terminates 10 years from the date of grant, and vests 25% per year over four years, starting on the first anniversary of the date of grant. | | (11) Represents one-time special award of stock options granted on February 12, 2018. This grant terminates 10 years from the date of grant, and vested 25% per year over four years, starting on the first anniversary of the date of grant. | | (12) Represents PRSUs awarded on October 1, 2021. Amounts shown in the table reflect shares underlying the PRSUs that were earned, which represented 103.7% of the original grant amounts. These PRSUs will vest and convert to shares of Common Stock on April 1, 2024, subject to continued employment by the Company of the NEO through the vesting date. | | (13) Represents PRSUs awarded on October 1, 2022. This PRSU award will vest and convert to shares of Common Stock on April 1, 2025, provided that pre-set financial performance goals are met over the fiscal years 2023 and 2024 performance cycle. The NEOs can earn from 0% to 150% of their stated PRSU award amount in shares. |

  118. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding the number of stock options that were exercised by NEOs and the number of PRSU and RSU awards that vested during fiscal year 2023, and the value realized from the exercise or vesting of such awards.

  119. Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | First Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Timothy C. Gokey | 0 | $0 | 34,277 | $5,023,980 | | Edmund L. Reese | 0 | $0 | 2,709 | $403,581 | | Christopher J. Perry | 4,179 | $344,336 | 9,699 | $1,421,582 | | Robert Schifellite | 80,256 | $9,372,489 | 7,845 | $1,149,842 | | Thomas P. Carey | 18,317 | $2,254,259 | 4,569 | $639,235 |

  120. Option Exercises and Stock Vested

    | (1) The shares acquired on exercise represent shares of our Common Stock. The value realized upon the exercise of stock options equals the difference between the sale price of Common Stock on the date of exercise and the exercise price of the stock options. | | (2) RSUs convert to shares of Common Stock upon vesting. The value realized on vesting equals the number of RSUs multiplied by the closing price of Common Stock on the date of vesting. |

  121. Option Exercises and Stock Vested

    | 2023 Proxy Statement | Broadridge | 67 |

  122. Pension Benefits

    Pension Benefits The following table sets forth for each NEO certain information with respect to the SORP, which provides for pension benefits in connection with retirement. Mr. Reese, Mr. Perry and Mr. Carey are not eligible to participate in this plan.

  123. Pension Benefits

    | Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Timothy C. Gokey | 12 | $6,004,202 | — | | Edmund L. Reese | — | — | — | | Christopher J. Perry | — | — | — | | Robert Schifellite | 22 | $7,925,817 | — | | Thomas P. Carey | — | — | — |

  124. Pension Benefits

    | (1) SORP-credited service is defined as complete calendar years. Years of service recognized under the SORP for Mr. Schifellite include credit for his six years of service under the ADP Supplemental Officer Retirement Plan (the “ADP SORP”) (as described in more detail below). For actuarial valuation purposes, credited service is attributed through the Statement of Financial Accounting Standards measurement date. | | (2) Service credit and actuarial values are calculated as of June 30, 2023, the pension plan’s measurement date for the last fiscal year. Actuarial values are based on the Society of Actuaries (“SOA”) PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021. The method of valuation to determine the liabilities presented includes discounting the value of the respective benefits, based on service accrued through the measurement date and payable at age 65, for interest and mortality with mortality not applicable prior to the commencement of benefits. The present value amounts for the SORP include the impact of the years of service credited under the ADP SORP and are also net of the ADP SORP offset (as described in more detail below). |

  125. Pension Benefits

    The SORP is available to executive officers of the Company hired prior to January 1, 2014. Benefits under the SORP are not subject to any maximum benefit limitations under the Code. Although benefits under the SORP are generally payable out of the general assets of the Company, the Company has established a “rabbi trust,” which is intended to provide a source of funds to be contributed by the Company to assist the Company in meeting its liabilities under the SORP. The SORP provides for a lifetime annuity retirement benefit payable annually at age 65 equal to the product of: (a) a participant’s final five-year average cash compensation; (b) a multiplier which equals two percent for every year of credited service up to 20 years, plus an additional one percent for every year of service in excess of 20 years; and (c) the applicable vesting percentage which for Mr. Gokey and Mr. Schifellite is 100%. Compensation covered under the SORP includes base salary and annual cash incentive award (paid or deferred) and is not subject to the limitations under the Code. Equity compensation is not included in the calculation of the SORP benefit. Payments are also available in other forms of actuarial equivalent annuities. Reduced benefits are available after age 60 using an early retirement reduction of five percent for each year the benefit commences earlier than age 65. If a participant with a vested benefit terminates employment with the Company prior to reaching age 60, payment of the benefit is delayed until the participant reaches age 60. In addition, the SORP provides: (i) a disability retirement benefit, generally calculated in the same manner as the retirement benefit, if a participant incurs a “disability” while employed by the Company; and (ii) if a participant dies, a spousal benefit equal to 50% of the benefit the participant would have been entitled to at death, provided the participant is at least 35 years old and the vested percentage is greater than zero. Mr. Gokey and Mr. Schifellite are currently eligible for early retirement under the SORP. Mr. Schifellite is credited with six years of service accrued under the ADP SORP as of the date the Company became an independent company from ADP. While the net effect of this increases the accrued benefit he receives under the SORP, the benefits are offset by the amount of his vested, accrued benefits payable under the ADP SORP. The amount of the offset will continue to be the obligation of ADP and is $25,916 for Mr. Schifellite. In September 2023, the Compensation Committee amended the SORP to clarify certain provisions to ensure that participants and their beneficiaries receive the benefit intended to be provided to them under the plan. As a result, the SORP was amended to revise the death benefit payable upon the death of a participant prior to their retirement to 100%, and to allow participants to designate non-spouse beneficiaries to receive such death benefit.

  126. Pension Benefits

    | 68 | Broadridge | 2023 Proxy Statement |

  127. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table presents contribution, earnings and balance information under the ERSP for our NEOs for fiscal year 2023.

  128. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2023 ($)(1) | Registrant Contributions in Fiscal Year 2023 ($)(2) | Aggregate Earnings in Fiscal Year 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at June 30, 2023 ($)(3) | | Timothy C. Gokey | — | — | — | — | | | Edmund L. Reese | $189,760 | $87,464 | $59,088 | — | $675,422 | | Christopher J. Perry | $551,999 | $148,652 | $199,910 | $(267,922) | $3,260,474 | | Robert Schifellite | — | — | — | — | — | | Thomas P. Carey | — | — | — | — | — |

  129. Nonqualified Deferred Compensation

    | (1) Represents the deferral of fiscal year 2023 salary and non-equity incentive compensation which is reported in the “Summary Compensation” table for fiscal year 2023. | | (2) Represents Company contributions to the ERSP reported in the All Other Compensation column of the “Summary Compensation” table for fiscal year 2023. | | (3) This total reflects the cumulative value of each participant’s deferrals, including the fiscal year 2023 non-equity incentive compensation deferrals of $320,565 for Mr. Perry and $131,510 for Mr. Reese, as well as Company contributions and individual investment experience. The total includes executive and Company contributions of $2,848,880 for Mr. Perry and $245,000 for Mr. Reese that were previously reported in the “Summary Compensation” table as compensation for previous years. |

  130. Nonqualified Deferred Compensation

    The ERSP is a defined contribution restoration plan that mirrors the Company’s qualified 401(k) Plan. The purpose of the ERSP is to provide specified deferred compensation benefits to a select group of U.S.-based management or highly compensated employees. The ERSP allows for voluntary participant deferrals of base salary and/or bonus (as defined in the ERSP) and employer contributions above the Code’s qualified defined contribution compensation and deferral limitations. Participants in the SORP are eligible to defer their cash compensation under the ERSP but are not eligible for additional benefits such as Company contributions under the ERSP. Company contributions vest 50% after two years of service and 100% after three years of service. Participants may designate one or more investments from among 23 externally managed mutual funds selected by the plan administrator and available for investment in participants’ accounts under the ERSP to serve as a notional basis for calculating earnings accruals on employee and Company contributions to the ERSP. The Company provides two types of contributions for eligible employees, as described below. In addition, the Company provides an additional Company contribution to certain executives who are not participants in the SORP (Mr. Reese and Mr. Perry in fiscal year 2023). Eligible employees generally must be employed on December 31st to receive the employer contributions for that plan year.

  131. Nonqualified Deferred Compensation

    | ● | Restoration basic contribution: The Company provides a restoration basic contribution which varies from 1% to 6.25% of eligible salary and cash incentive compensation above the Code’s compensation limit based on the number of years of the eligible employee’s service. Eligible employees are not required to contribute to the ERSP in order to receive the restoration basic contribution. | | ● | Restoration matching contribution: Participants who contribute the maximum contribution to the 401(k) Plan are eligible to receive a restoration matching contribution equal to $0.70 or $0.80 for every dollar deferred under the ERSP, up to 6% of eligible pay above the Code’s compensation limit based on the number of months of participation under the 401(k) Plan. | | ● | Additional Company contribution: Certain executives who are not participants in the SORP are eligible to receive an additional Company contribution of 3% of their base salary and cash incentive amounts. |

  132. Nonqualified Deferred Compensation

    Participants may elect to enroll in the ERSP each calendar year, but once their deferral elections are made they are irrevocable for the covered year. Participants elect to receive distributions (either as a lump sum or in annual installments) of their deferrals plus any subsequent interest or investment gains upon their retirement, or on a fixed future date at least three years in the future. Certain participants will be subject to a six-month delay prior to their receipt of these distributions. ERSP participants who terminate employment with the Company prior to their elected fixed distribution date receive a lump sum distribution of all deferred amounts by six months after the termination date.

  133. Nonqualified Deferred Compensation

    | 2023 Proxy Statement | Broadridge | 69 |

  134. Potential Payments upon a Termination or Change in Control

    Potential Payments upon a Termination or Change in Control The Company does not have any employment agreements with its NEOs that require severance payments upon termination of their employment. The Company maintains the Change in Control Severance Plan and Officer Severance Plan under which the NEOs may be eligible for severance payments upon termination of their employment. The following tables and footnotes quantify the treatment of compensation and value of benefits that each NEO would receive under the Company’s compensation program upon various scenarios for termination of employment. The tables include the amounts that the NEOs would receive as of June 30, 2023 under the SORP and the Executive Retiree Health Insurance Plan upon retirement, which amounts would be payable on termination of employment. Compensation amounts deferred under the ERSP have been earned and therefore are retained by the NEOs upon termination. Amounts deferred under the ERSP are not included in the following tables because they are reported in the “Non-Qualified Deferred Compensation” table on page 69 of this Proxy Statement. Change in Control Severance Plan The Company maintains the CIC Plan for the payment of certain benefits to executive officers, including our NEOs, upon certain qualifying terminations of employment from Broadridge following a change in control. The CIC Plan provides for the following severance benefits upon a termination without “cause” or for “good reason” (as defined below) within two years after a CIC (as defined below):

  135. Potential Payments upon a Termination or Change in Control

    | ● | Compensation: The NEOs will receive 150% of their “current total annual compensation” (generally defined as (i) the higher of (a) the highest rate of annual salary during the calendar year of termination, or (b) the highest rate of annual salary during the calendar year immediately prior to the year of termination, plus (ii) the average annual cash incentive earned in the last two completed calendar years). | | | The plan also provides for the payment of a pro-rata annual bonus for the year of termination based on the average of the participant’s annual bonus for the two years prior to the year of termination. | | ● | Stock Option Vesting: 100% vesting of all unvested stock options. | | ● | RSU and PRSU Vesting: 100% vesting of all unvested time-based RSUs where vesting restrictions would have lapsed within two years of termination. For PRSUs, vesting upon such termination (at target, if the CIC is during the first year of the performance period, or based on actual performance through the last completed fiscal quarter prior to the CIC, if the CIC occurs after the first year of the performance period). |

  136. Potential Payments upon a Termination or Change in Control

    In addition, the Company may reduce the severance payments and benefits to the extent specified in the CIC Plan to avoid the imposition of the excise tax under Section 4999 of the Code. For purposes of the CIC Plan, a “change in control,” or “CIC,” conforms to the corresponding definition of “change in control” in the 2018 Omnibus Plan. For purposes of the CIC Plan, “cause” generally means the occurrence of any of the following events after a CIC which is not cured within 15 days after written notice thereof: (A) gross negligence or willful misconduct which is materially injurious to the Company monetarily or otherwise; (B) misappropriation or fraud with regard to the Company or its assets; or (C) conviction of, or the pleading of guilty or nolo contendere to, a felony involving the assets or business of the Company. For purposes of the CIC Plan, “good reason” generally means the occurrence of any of the following events after a CIC which is not cured within 15 days after written notice thereof: (A) material diminution in the value and importance of a participant’s position, duties, responsibilities or authority; (B) a reduction in a participant’s aggregate compensation or benefits; or (C) a failure of any successor or assign of the Company to assume in writing the obligations under the CIC Plan. The “good reason” definition includes a trigger for changes in location of primary worksite of more than 50 miles and to clarify that any reduction in compensation would have to be material and be measured by aggregate compensation and benefits. In the instance that an executive officer is due benefits or payments under both the Officer Severance Plan and the CIC Plan, the executive officer would be eligible to receive the greater of the benefits and payments and the more favorable terms and conditions determined on an item-by-item basis. See below for the details on the Officer Severance Plan.

  137. Potential Payments upon a Termination or Change in Control

    | 70 | Broadridge | 2023 Proxy Statement |

  138. Potential Payments upon a Termination or Change in Control

    Potential Change in Control Payments The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each Named Executive Officer was terminated by the Company on June 30, 2023 without “cause” or by the executive for “good reason” within two years following a CIC.

  139. Potential Payments upon a Termination or Change in Control

    | Name / Form of Compensation | Change in Control within 2 Years | | Timothy C. Gokey | | | Cash(1) | $4,569,197 | | Vesting of Equity Awards(2) | $15,737,221 | | Stock Options | $7,027,070 | | PRSUs/RSUs | $8,710,150 | | SORP(3) | $6,303,950 | | Health Coverage(4) | $230,000 | | Total | $26,840,368 | | Edmund L. Reese | | | Cash(1) | $1,750,569 | | Vesting of Equity Awards(2) | $3,068,601 | | Stock Options | $1,124,767 | | PRSUs/RSUs | $1,943,834 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $4,819,170 | | Christopher J. Perry | | | Cash(1) | $2,660,779 | | Vesting of Equity Awards(2) | $4,408,430 | | Stock Options | $2,003,814 | | PRSUs/RSUs | $2,404,616 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $7,069,209 | | Robert Schifellite | | | Cash(1) | $2,657,753 | | Vesting of Equity Awards(2) | $3,286,639 | | Stock Options | $1,493,197 | | PRSUs/RSUs | $1,793,442 | | SORP(3) | $7,925,817 | | Health Coverage(4) | $40,000 | | Total | $13,910,209 | | Thomas P. Carey | | | Cash(1) | $1,735,984 | | Vesting of Equity Awards(2) | $2,358,421 | | Stock Options | $1,024,272 | | PRSUs/RSUs | $1,334,150 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $4,094,405 |

  140. Potential Payments upon a Termination or Change in Control

    | (1) Represents “current total annual compensation” as detailed above. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. | | (2) Represents the aggregate value of all unvested stock options and PRSUs vesting upon termination under the CIC Plan as detailed above based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. | | (3) Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. | | (4) Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.17% discount rate. |

  141. Potential Payments upon a Termination or Change in Control

    | 2023 Proxy Statement | Broadridge | 71 |

  142. Potential Payments upon a Termination or Change in Control

    Officer Severance Plan In the event of a termination without “cause” (as defined below) that is not covered under the CIC Plan, executive officers would be eligible to receive severance benefits under the Officer Severance Plan instead of the CIC Plan. Retirement and voluntary resignation do not qualify for severance. Upon a qualifying termination under the Officer Severance Plan, the executive officers would be eligible to receive:

  143. Potential Payments upon a Termination or Change in Control

    | ● | Continued payment of base salary of 24 months for the CEO and 18 months for the other Named Executive Officers | | ● | Payment of a cash incentive award for the fiscal year of termination on the normal payment date based on actual performance, pro-rated for the Named Executive Officers other than the CEO, who is eligible for a full year’s cash incentive award | | ● | Continued vesting during the severance period of equity awards granted after the effective date of the Officer Severance Plan, with proration of PRSUs and RSUs if the termination occurs prior to the end of the performance period |

  144. Potential Payments upon a Termination or Change in Control

    As a condition to receiving any severance payments under the Officer Severance Plan, executive officers will be required to enter into agreements that contain a general release of the Company and certain restrictive covenants, including non-competition provisions that will be in force during the 24-month severance period for our CEO and 18-month severance period for all other NEOs. For purposes of the Officer Severance Plan, as in effect on June 30, 2023, “cause” generally means: (A) conviction of, or pleading nolo contendere to, a felony; (B) willful misconduct resulting in material harm to the Company; (C) fraud, embezzlement, theft or dishonesty resulting in material harm to the Company; (D) continuing failure to perform duties after written notice; (E) material breach of any confidentiality, non-solicitation and/or non-competition agreements; or (F) violations of the Code of Business Conduct. Potential Payments upon Involuntary Termination without Cause The following table sets forth the payments which each of our NEOs would have received assuming that the employment of each NEO was terminated by the Company on June 30, 2023 without “cause.”

  145. Potential Payments upon a Termination or Change in Control

    | Name / Form of Compensation | Involuntary Term without Cause | | Timothy C. Gokey | | | Cash(1) | $3,547,756 | | Vesting of Equity Awards(2) | $12,656,319 | | Stock Options | $6,317,742 | | PRSUs/RSUs | $6,338,577 | | SORP(3) | $6,303,950 | | Health Coverage(4) | $230,000 | | Total | $22,738,025 | | Edmund L. Reese | | | Cash(1) | $1,670,051 | | Vesting of Equity Awards(2) | $1,744,722 | | Stock Options | $339,020 | | PRSUs/RSUs | $1,405,702 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $3,414,773 | | Christopher J. Perry | | | Cash(1) | $1,955,268 | | Vesting of Equity Awards(2) | $3,554,938 | | Stock Options | $1,807,293 | | PRSUs/RSUs | $1,747,645 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $5,510,206 |

  146. Potential Payments upon a Termination or Change in Control

    | 72 | Broadridge | 2023 Proxy Statement |

  147. Potential Payments upon a Termination or Change in Control

    | Name / Form of Compensation | Involuntary Term without Cause | | Robert Schifellite | | | Cash(1) | $2,033,632 | | Vesting of Equity Awards(2) | $2,693,276 | | Stock Options | $1,356,559 | | PRSUs/RSUs | $1,336,717 | | SORP(3) | $7,925,817 | | Health Coverage(4) | $40,000 | | Total | $12,692,725 | | Thomas P. Carey | | | Cash(1) | $1,488,635 | | Vesting of Equity Awards(2) | $1,364,768 | | Stock Options | $443,617 | | PRSUs/RSUs | $921,151 | | SORP(3) | — | | Health Coverage(4) | — | | Total | $2,853,403 |

  148. Potential Payments upon a Termination or Change in Control

    | (1) Represents base salary continuation for 24 months for Mr. Gokey or 18 months for other NEOs and annual cash incentive award based on actual financial achievement for fiscal year 2023. Mr. Carey is paid in GBP. Amounts were converted to USD based on the exchange rate of 1 GBP = 1.26252 USD as of June 30, 2023 for purposes of this table. | | (2) For Mr. Reese and Mr. Carey represent the aggregate value of all unvested stock options and PRSUs assuming performance at target that are eligible to vest upon termination under the Officer Severance Plan as detailed above, based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. For Mr. Gokey, Mr. Perry and Mr. Schifellite, if they were to be involuntarily terminated, based on age, they would qualify for “retirement” treatment of their outstanding equity awards, which would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as termination of employment for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. | | (3) Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. | | (4) Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.17% discount rate. |

  149. Potential Payments upon a Termination or Change in Control

    Payments upon Other Termination of Employment Scenarios The following table sets forth the payments which each of our NEOs would have received under various other termination scenarios under arrangements in effect on June 30, 2023. Capitalized terms used herein are defined as set forth in in the applicable plan documents. All equity grants are governed by equity agreements, which provide for accelerated or continued vesting of outstanding awards for other termination of employment scenarios. In the case of Death or Permanent Disability, all unvested stock options vest in full and unvested PRSUs vest at target if termination occurs prior to the end of the performance period and based on actual performance if termination occurs after the end of the performance period and prior to the vesting date. In the case of a Voluntary Termination or Involuntary Termination with Cause, all unvested equity is forfeited. In the case of retirement, awards would continue to vest for a period of time on the original vesting dates. For this purpose, “retirement” is defined as termination of employment for any reason other than “cause” for employees age 65 and over, and involuntary termination of employment without “cause” for employees age 60 and over. Stock options continue to vest and are exercisable for a period of 36 months following a retirement. In the case of PRSUs, if retirement occurs prior to the end of the performance period, the award will vest on the original vesting date based on actual performance pro-rated for the period worked during the performance period, and if retirement occurs after the end of the performance period, the award will vest on the original vesting date based on actual performance for the entire performance period.

  150. Potential Payments upon a Termination or Change in Control

    | 2023 Proxy Statement | Broadridge | 73 |

  151. Potential Payments upon a Termination or Change in Control

    | Name / Form of Compensation | Death | Disability | Voluntary Term or Involuntary Term w Cause | Retirement | | Timothy C. Gokey | | | | | | Cash(1) | — | — | — | — | | Vesting of Equity Awards(2) | $15,595,773 | $15,595,773 | — | $12,656,319 | | Stock Options | $7,027,070 | $7,027,070 | — | $6,317,742 | | PRSUs/RSUs | $8,568,702 | $8,568,702 | — | $6,338,577 | | SORP(3) | $3,151,975 | $7,416,412 | $6,303,950 | $6,303,950 | | Health Coverage(4) | — | $230,000 | $230,000 | $230,000 | | Total | $18,747,748 | $23,242,185 | $6,533,950 | $19,190,269 | | Edmund L. Reese | | | | | | Cash(1) | — | — | — | — | | Vesting of Equity Awards(2) | $3,037,794 | $3,037,794 | — | — | | Stock Options | $1,124,767 | $1,124,767 | — | — | | PRSUs/RSUs | $1,913,027 | $1,913,027 | — | — | | SORP(3) | — | — | — | — | | Health Coverage(4) | — | — | — | — | | Total | $3,037,794 | $3,037,794 | — | — | | Christopher J. Perry | | | | | | Cash(1) | — | — | — | — | | Vesting of Equity Awards(2) | $4,369,673 | $4,369,673 | — | $3,554,938 | | Stock Options | $2,003,814 | $2,003,814 | — | $1,807,293 | | PRSUs/RSUs | $2,365,859 | $2,365,859 | — | $1,747,645 | | SORP(3) | — | — | — | — | | Health Coverage(4) | — | — | — | — | | Total | $4,369,673 | $4,369,673 | — | $3,554,938 | | Robert Schifellite | | | | | | Cash(1) | — | — | — | — | | Vesting of Equity Awards(2) | $3,255,335 | $3,255,335 | — | $2,693,276 | | Stock Options | $1,493,197 | $1,493,197 | — | $1,356,559 | | PRSUs/RSUs | $1,762,138 | $1,762,138 | — | $1,336,717 | | SORP(3) | $3,962,908 | $7,925,817 | $7,925,817 | $7,925,817 | | Health Coverage(4) | — | $40,000 | $40,000 | $40,000 | | Total | $7,218,243 | $11,221,152 | $7,965,817 | $10,659,093 | | Thomas P. Carey | | | | | | Cash(1) | — | — | — | — | | Vesting of Equity Awards(2) | $2,340,368 | $2,340,368 | — | — | | Stock Options | $1,024,272 | $1,024,272 | — | — | | PRSUs/RSUs | $1,316,096 | $1,316,096 | — | — | | SORP(3) | — | — | — | — | | Health Coverage(4) | — | — | — | — | | Total | $2,340,368 | $2,340,368 | — | — |

  152. Potential Payments upon a Termination or Change in Control

    | (1) Represents the aggregate value of all unvested stock options and PRSUs with accelerated vesting upon termination based on the closing price of our Common Stock on the last trading day of fiscal year 2023 of $165.63 per share. | | (2) For a termination due to retirement, Mr. Gokey and Mr. Schifellite would not qualify for retirement treatment of their awards if they were to voluntarily terminate employment or if the Company terminated their employment with “cause,” but they would qualify for retirement treatment of their awards if the Company involuntarily terminated their employment without “cause.” | | (3) Mr. Gokey and Mr. Schifellite are 100% vested and would commence receiving annual benefits at termination which would be reduced by an early retirement factor for commencement prior to age 65. Service credit and actuarial values are calculated as of June 30, 2023 (the SORP’s measurement date for the last fiscal year). Actuarial values are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.31% discount rate. | | (4) Based on age and service, Mr. Gokey and Mr. Schifellite are eligible for executive retiree medical benefits under the Executive Retiree Health Insurance Plan upon termination of employment with the Company until they and their spouse reach age 65. Actuarial values are calculated as of June 30, 2023 (measurement date for the last fiscal year) and are based on the SOA PRI-2012 retiree white-collar mortality tables, with generational mortality improvement projection scale MP-2021, and a 5.17% discount rate. |

  153. Potential Payments upon a Termination or Change in Control

    | 74 | Broadridge | 2023 Proxy Statement |

  154. Potential Payments upon a Termination or Change in Control

    CEO Pay Ratio In accordance with SEC rules, we are providing the following information about the relationship between the annual total compensation of our median compensated employee and the annual total compensation of our CEO. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  155. Potential Payments upon a Termination or Change in Control

    | ● | The fiscal year 2023 annual total compensation of Mr. Gokey was $12,254,756, which was determined by adding the Company’s cost of benefits for Mr. Gokey to the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 63 of this Proxy Statement. | | ● | The fiscal year 2023 annual total compensation of our median compensated employee was $67,457 including the Company’s cost of benefits for the median employee. | | ● | Accordingly, the ratio of Mr. Gokey’s annual total compensation to the annual total compensation of our median compensated employee for fiscal year 2023 was approximately 182 to 1. |

  156. Potential Payments upon a Termination or Change in Control

    The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and is based upon our reasonable judgment and assumptions.

  157. Calculating the CEO Pay Ratio

    Calculating the CEO Pay Ratio Determining our Global Employee Population To calculate this pay ratio, we determined our median compensated employee by starting with the 15,144 Broadridge full-time and part- time employees as of April 30, 2023, then excluding the following:

  158. Calculating the CEO Pay Ratio

    | ● | Applying the “de minimis” exemption under SEC rules, we excluded a total of 668 employees in the following jurisdictions, which constituted all of our employees in each referenced jurisdiction: Australia (28), Belgium (3), Brazil (8), Czechia (20), France (119), Germany (86), Hong Kong (88), Italy (20), Japan (52), the Netherlands (5), Poland (76), Singapore (56), Spain (3), and Sweden (104). These employees comprised less than five percent of our global employee population. | | ● | We also excluded independent contractors and temporary workers who are paid through a third party. |

  159. Calculating the CEO Pay Ratio

    In total, we collected compensation data for employees in seven countries, comprising over 95% of our global employee population. These seven countries are: U.S., India, Canada, United Kingdom, Romania, Ireland, and the Philippines. Our calculation was comprised of a population of 14,476 employees globally (after excluding the 668 non-U.S. employees described above), of which 7,111 employees were in the U.S. and 7,365 employees were located outside the U.S. Determining the Median Compensated Employee To identify our median compensated employee, we used total cash compensation and employer cost for health benefits as our compensation measure, which, for these purposes, included base salary, cash incentive payments, cash commissions and other similar payments, as well as the estimated employer cost for health benefits for those participating in our benefit programs. We determined the median compensated employee from our active, global employee population as described above as of April 30, 2023, using total cash compensation earned and paid from May 1, 2022 through April 30, 2023. We annualized total cash compensation for permanent employees hired during the period and did not make any cost-of-living adjustments. In addition, we used the estimated employer health benefits cost for the month of April 2023 and annualized for all participating employees. Any compensation paid in a foreign currency was converted to U.S. dollars using a 12-month average exchange rate through April 30, 2023. Our “median compensated employee” is an individual who earned total cash compensation and health benefits at the midpoint, that is, the point at which half of the global employee population earned more total cash compensation and benefits and half of the global employee population earned less total cash compensation and health benefits. Calculating the Pay Ratio After identifying the median compensated employee, we calculated the annual total compensation for this employee and Mr. Gokey in the same manner as the “Total” compensation shown for our CEO in the “Summary Compensation” table on page 63 of this Proxy Statement and included the Company’s cost of benefits for each one because both participated in the benefit plans in fiscal year 2023.

  160. Calculating the CEO Pay Ratio

    | 2023 Proxy Statement | Broadridge | 75 |

  161. Calculating the CEO Pay Ratio

    Pay Versus Performance

  162. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning: (1) the compensation of our Principal Executive Officer or CEO and the average compensation for our other non-CEO Named Executive Officers, both as reported in the “Summary Compensation” table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended June 30, 2021, 2022 and 2023, and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group (“Compensation Peer Group TSR”), our Net Income and our Adjusted EPS, our “Company-Selected Measure,” over such years in accordance with SEC rules.

  163. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(1) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Compensation Peer Group Total Shareholder Return ($)(3) | Net Income (millions) | Adjusted EPS ($)(4) | | 2023 | $12,235,278 | $18,075,686 | $3,689,303 | $4,817,733 | $138.19 | $93.40 | $630.6 | $7.01 | | 2022 | $10,068,228 | $9,168,948 | $4,236,261 | $3,909,638 | $116.67 | $84.94 | $539.1 | $6.46 | | 2021 | $10,253,156 | $18,536,369 | $2,790,722 | $2,807,784 | $130.03 | $118.72 | $547.5 | $5.66 |

  164. Pay Versus Performance Table

    | (1) The following individuals are our Named Executive Officers for each fiscal year: |

  165. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2023 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, and Thomas P. Carey | | 2022 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, and Keir D. Gumbs | | 2021 | Timothy C. Gokey | Edmund J. Reese, Christopher J. Perry, Robert Schifellite, Adam D. Amsterdam, Matthew J. Connor, and James M. Young |

  166. Pay Versus Performance Table

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the "Summary Compensation" table (on an average basis for our non-CEO NEOs) for the applicable fiscal year, adjusted as follows: |

  167. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | Adjustments | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the “Summary Compensation” table for applicable fiscal year | $(6,519,294) | $(1,342,057) | $(7,356,998) | $(2,691,209) | $(8,732,746) | $(1,900,856) | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the “Summary Compensation” table for applicable fiscal year | $(1,120,315) | $(260,108) | $0 | $0 | $(936,348) | $(164,835) | | Increase for service cost and, if applicable, prior service cost for pension plans | $578,005 | $43,570 | $694,508 | $39,052 | $557,155 | $24,717 | | Increase for awards that remain outstanding and unvested as of applicable fiscal year end that were granted during the applicable fiscal year, determined as of applicable fiscal year end and based on ASC 718 Fair Value | $8,437,890 | $1,558,723 | $7,442,391 | $2,220,689 | $11,674,054 | $2,541,097 | | Increase for awards granted during applicable fiscal year that vested during applicable fiscal year, determined as of vesting date and based on ASC 718 Fair Value | $0 | $88,915 | $0 | $359,556 | $0 | $0 | | Increase/deduction for outstanding and unvested awards as of applicable fiscal year that were granted during prior fiscal years, determined based on change in ASC 718 Fair Value from prior fiscal year to applicable fiscal year | $5,197,084 | $671,192 | $(559,444) | $(91,224) | $2,579,706 | $510,773 | | Increase/deduction for awards granted during prior fiscal years that vested during applicable fiscal year, determined based on change in ASC 718 Fair Value from prior fiscal year to vesting date | $1,709,843 | $263,301 | $(1,119,737) | $(163,487) | $698,587 | $117,534 |

  168. Pay Versus Performance Table

    | 76 | Broadridge | 2023 Proxy Statement |

  169. Pay Versus Performance Table

    | | 2021 | | 2022 | | 2023 | | | Adjustments | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | | Deduction for awards granted during prior fiscal years that were forfeited during applicable fiscal year, determined as of prior fiscal year end based on ASC 718 Fair Value | $0 | $(1,006,474) | $0 | $0 | $0 | $0 | | Increase based on dividends or other earnings paid on awards during applicable fiscal year prior to vesting date | $0 | $0 | $0 | $0 | $0 | $0 | | TOTAL ADJUSTMENTS | $8,283,213 | $17,062 | $(899,280) | $(326,623) | $5,840,408 | $1,128,430 |

  170. Pay Versus Performance Table

    | (3) TSR is cumulative for the measurement periods beginning on June 30, 2020 and ending on June 30 of each of 2023, 2022 and 2021, respectively, and is calculated in accordance with Item 201(e) of Regulation S-K. For fiscal years 2021 and 2022, the peer group included: Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation), CoreLogic, Inc., Equifax Inc., Euronet Worldwide, Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., Global Payments Inc., IHS Markit Ltd., Jack Henry & Associates, Inc., Paychex, Inc., SS&C Technologies Holdings, Inc., Verisk Analytics, Inc., and The Western Union Company. In fiscal year 2023, the Company removed CoreLogic Inc. due to its acquisition by a private equity firm, and added Intercontinental Exchange, Inc., a business- and size-appropriate organization, to help inform 2023 compensation decisions. See page 59 of the “Compensation Discussion and Analysis” for more details. |

  171. Pay Versus Performance Table

    | (4) Adjusted EPS is a Non-GAAP financial measure. For more information on the Company’s use of this metric, see “Non-GAAP Financial Measures” beginning on page 92 of this Proxy Statement. |

  172. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship between Financial Performance Measures and Compensation Actually Paid The graphs below compare (i) the compensation actually paid to our CEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) our Compensation Peer Group TSR, (iv) our Net Income, and (v) our Compensation Adjusted EPS, in each case, for the fiscal years ended June 30, 2021, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

  173. Company TSR and Compensation Peer Group TSR vs. Compensation Actually Paid

    Company TSR and Compensation Peer Group TSR vs. Compensation Actually Paid

  174. Company TSR and Compensation Peer Group TSR vs. Compensation Actually Paid

    | 2023 Proxy Statement | Broadridge | 77 |

  175. Net Income vs. Compensation Actually Paid

    Net Income vs. Compensation Actually Paid

  176. Adjusted EPS vs. Compensation Actually Paid

    Adjusted EPS vs. Compensation Actually Paid

  177. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs to performance for the fiscal year ended June 30, 2023:

  178. Pay Versus Performance Tabular List

    | ● | Adjusted EPS | | ● | Adjusted EBT | | ● | Closed Sales |

  179. Pay Versus Performance Tabular List

    | 78 | Broadridge | 2023 Proxy Statement |

  180. Pay Versus Performance Tabular List

    Equity Compensation Plan Information The following table sets forth certain information related to the Company’s equity compensation plans as of June 30, 2023.

  181. Pay Versus Performance Tabular List

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | | Equity compensation plans approved by security holders(1) | 2,696,805(2) | $116.46 | 6,518,475(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,696,805 | $116.46 | 6,518,475 |

  182. Pay Versus Performance Tabular List

    | (1) The 2018 Omnibus Plan. | | (2) This amount consists of stock options which have an average remaining term as of June 30, 2023 of 6.63 years. This amount does not include outstanding unvested awards of: (i) 731,327 time-based RSUs; and (ii) 201,705 PRSUs. | | (3) These shares can be issued as stock options, stock appreciation rights, restricted stock, RSUs and performance share or stock bonus awards under the 2018 Omnibus Plan. |

  183. Pay Versus Performance Tabular List

    | 2023 Proxy Statement | Broadridge | 79 |

  184. Pay Versus Performance Tabular List

    | PROPOSAL 3 Advisory Vote on the Frequency of Holding the Say on Pay Vote (the Frequency Vote) | | | In accordance with Section 14A of the Exchange Act, we are requesting your non-binding vote on whether an advisory vote to approve the compensation of our NEOs as disclosed in the Proxy Statement (the Say on Pay Vote) should take place every one year, two years, or three years. Currently, a Say on Pay Vote is provided to stockholders every year. Recognizing stockholder expectations and market practice, the Board believes that holding a Say on Pay Vote every year is appropriate. This enables our stockholders to provide us with their input on our compensation philosophy, policies and practices, as disclosed in our Proxy Statement each year. This vote is advisory and not binding on the Board. Although non-binding, the Board will carefully review and consider the voting results when evaluating how frequently the Company should conduct a Say on Pay Vote. | | | | The Board recommends a vote FOR every “ONE YEAR” on this proposal as disclosed in this Proxy Statement |

  185. Pay Versus Performance Tabular List

    | 80 | Broadridge | 2023 Proxy Statement |

  186. Pay Versus Performance Tabular List

    | PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accountants | | | The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accountants. The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accountants for the Company and its subsidiaries for the fiscal year ending June 30, 2024. In determining whether to reappoint Deloitte & Touche LLP as the independent registered public accountants for the fiscal year ending June 30, 2024, the Audit Committee considered several factors including: ●The performance of Deloitte & Touche LLP as the Company’s independent auditors since its retention when Broadridge became an independent public company in 2007, including the extent and quality of Deloitte & Touche LLP’s communications with the Audit Committee, and feedback from management regarding Deloitte & Touche LLP’s overall performance; ●Deloitte & Touche LLP’s independence with respect to the services to be performed; ●Deloitte & Touche LLP’s general reputation for adherence to professional auditing standards; ●Deloitte & Touche LLP’s knowledge and expertise in handling the complexity of Broadridge’s global operations within its industry; and ●Deloitte & Touche LLP’s tenure as the independent registered public accountants for the Company and its subsidiaries which has contributed to higher audit quality due to the auditor’s deep understanding of Broadridge’s business, accounting policies and practices, and internal control over financial reporting. The Audit Committee also confirms compliance with the partner rotation rules applicable to independent registered public accountants. | | | | The Board recommends a vote FOR the proposal to ratify the selection of Deloitte & Touche llp as the Company’s independent registered public accountants to audit the Company’s consolidated financial statements for the fiscal year ending June 30, 2024 |

  187. Pay Versus Performance Tabular List

    | 2023 Proxy Statement | Broadridge | 81 |

  188. Pay Versus Performance Tabular List

    Proposal 4 - Ratification of Appointment of Independent Registered Public Accountants Fees for Services Provided by Independent Registered Public Accountants Set forth below are the fees paid by the Company to its independent registered public accountants, Deloitte & Touche LLP, for the fiscal periods indicated. The Audit Committee believes that these expenditures are compatible with maintaining the independence of the Company’s registered public accountants. The Audit Committee pre-approved all such audit and non-audit services performed by our independent registered public accountants during the fiscal years ended June 30, 2023 and 2022.

  189. Pay Versus Performance Tabular List

    | | Fiscal Years Ended June 30, | | | Type of Fees ($ in thousands) | 2023 | 2022 | | Audit Fees(1) | $5,548 | $5,174 | | Audit-Related Fees(2) | $6,571 | $5,608 | | Tax Fees(3) | $232 | $725 | | All Other Fees(4) | — | $108 | | Total Fees | $12,351 | $11,615 |

  190. Pay Versus Performance Tabular List

    | (1) Audit Fees include professional services and expenses with respect to the audits of the consolidated financial statements for fiscal years 2023 and 2022 as well as the audit of the Company’s internal control over financial reporting, the reviews of financial statements included in its quarterly reports on Form 10-Q, and services in connection with statutory and regulatory filings (including those statutory audits performed on the Company’s operations located outside of the U.S.). | | (2) Audit-Related Fees include professional services performed by the Company for its clients’ benefit on the design and/or effectiveness of the Company’s internal controls relative to the services the Company performs for its clients, and reviews of compliance with performance criteria established by the Company for the services the Company performs for its clients. | | (3) Tax Fees include fees for general tax services such as consulting on various tax projects or tax audits, preparing certain tax analyses and information reports included in various income tax return filings, as well as for assistance in the preparation and filing of certain transfer pricing reports as required under U.S. tax law and applicable tax jurisdictions outside the U.S. addressing related party cross-border transactions. | | (4) All Other Fees include any fees not included in the Audit, Audit-Related, or Tax Fees categories. |

  191. Pay Versus Performance Tabular List

    The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accountants is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending June 30, 2024. Stockholder ratification is not required by the By-laws or otherwise, but as a matter of good corporate governance practice, the Board has decided to ascertain the position of our stockholders on the appointment at the Annual Meeting. If our stockholders fail to ratify the selection, the Audit Committee may reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders. Representatives of Deloitte & Touche LLP are expected to attend the 2023 Annual Meeting, with an opportunity to make a statement should they choose to do so, and to be available to respond to questions. Policy on Pre-Approval of Audit and Permitted Non-Audit Services Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”) regarding auditor independence, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee is required to pre-approve all audit and permitted non-audit services performed by the Company’s independent registered public accounting firm in order to assure that the firm’s independence from the Company is not compromised. Under the Company’s policy, management submits for Audit Committee approval, on an annual basis, a list of services expected to be rendered during the upcoming year within each of the following categories of services: audit services, audit-related services, tax services and all other services. This includes a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on the firm’s independence. During the year, it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the Audit Committee may also delegate pre-approval authority to one or more of its members. As such, the Audit Committee has delegated pre-approval authority to the Audit Committee Chair, who must report all pre-approval decisions to the full Audit Committee.

  192. Pay Versus Performance Tabular List

    | 82 | Broadridge | 2023 Proxy Statement |

  193. Pay Versus Performance Tabular List

    Proposal 4 - Ratification of Appointment of Independent Registered Public Accountants Audit Committee Report

  194. Pay Versus Performance Tabular List

    | The Audit Committee reports as follows: The Company’s management has the primary responsibility for the Company’s financial statements and the reporting process, including disclosure controls and the system of internal control over financial reporting. The Audit Committee, in its oversight role has: | | | ● | Reviewed and discussed the annual audited financial statements as of and for the fiscal year ended June 30, 2023 with management; | | ● | Discussed with the Company’s internal auditors and independent registered public accountants the overall scope of, and plans for, their respective audits and has met with the internal auditors and independent registered public accountants, separately and together, with and without management present, to discuss the Company’s financial reporting process and internal accounting controls in addition to other matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB, as may be modified or supplemented; | | ● | Received from the independent registered public accountants written disclosures and the letter regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, as required by the PCAOB, and has discussed with the independent registered accountants their independence from the Company and its management; | | ● | An established charter outlining the practices it follows. The Audit Committee’s charter is available on the Company’s Investor Relations website at broadridge-ir.com under the heading “Governance”; and | | ● | Procedures that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accountants. The Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to authority delegated by the Audit Committee. For each category of proposed service, the independent registered public accountants are required to confirm that the provision of such services does not impair their independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table on page 82 of this Proxy Statement were authorized and approved by the Audit Committee in compliance with the pre-approval procedures described herein. Based on the Audit Committee’s review and discussions with management and the Company’s independent registered public accountants as described in this report, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements as of and for the fiscal year ended June 30, 2023, be included in the 2023 Form 10-K. | | Audit Committee of the Board of Directors Pamela L. Carter, Chair Robert N. Duelks Melvin L. Flowers Brett A. Keller Maura A. Markus Eileen K. Murray Annette L. Nazareth Thomas J. Perna Amit K. Zavery | |

  195. Pay Versus Performance Tabular List

    | 2023 Proxy Statement | Broadridge | 83 |

  196. Pay Versus Performance Tabular List

    Submission of Stockholder Proposals and Director Nominations