DEF 14A of Pitney Bowes Inc /De/, Apr 18, 2024

DEF 14A of Pitney Bowes Inc /De/

Filed Apr 18, 2024 · FY20230001140361-24-020402

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Broker non-votes and abstentions will not count as “votes cast” in the election of directors. They will therefore not be counted either for or against the election of any director, and will not be considered in determining whether a director has received the affirmative vote of a majority of the votes cast.

  2. Board of Directors

    Board of Directors

  3. Board Committees and Meeting Attendance

    | Name | Audit | Executive Compensation | Finance | Governance | Long-Term Planning | | Milena Alberti-Perez | X | | Chair | | | | Steven D. Brill | | X | | X | | | Todd Everett | | | X | X | | | Katie May | | X | | Chair | X | | Lance Rosenzweig | | X | | X | | | Sheila A. Stamps | X | Chair | | | X | | Mary J. Steele Guilfoile | | | X | | co-Chair | | Jill Sutton | X | X | | | | | Darrell Thomas | Chair | | X | | | | Kurt Wolf | | X | X | X | co-Chair |

  4. Role of Governance Committee in Determining Director Compensation

    Role of Governance Committee in Determining Director Compensation In accordance with the Governance Principles of the Board, the Governance Committee reviews and recommends to the Board the amount and form of compensation to be paid to non-employee members of the Board. The Governance Committee from time to time reviews the director compensation policy periodically and may consult with a compensation consultant, to be selected and retained by the committee, as to the competitiveness of the program. The non-employee directors’ compensation program, including the amended and restated Directors’ Stock Plan, was last revised and approved by the stockholders in May 2014. At that time, the Governance Committee retained an independent compensation consultant with no other Company business, Farient Advisors, to assist in its review of the Company’s director compensation program. Highlights of the Director Compensation Program:

  5. Role of Governance Committee in Determining Director Compensation

    | • | Cash component paid as an annual retainer |

  6. Role of Governance Committee in Determining Director Compensation

    | • | Leadership premiums paid to committee Chairs |

  7. Role of Governance Committee in Determining Director Compensation

    | • | Leadership premium paid to the Chair of the Board |

  8. Role of Governance Committee in Determining Director Compensation

    | • | Annual equity grant in the form of restricted stock units, the number of which is calculated by dividing $100,000 by the fair market value of a share of the Company’s Common Stock as of the award date |

  9. Role of Governance Committee in Determining Director Compensation

    | • | Each non-employee director is subject to a stock ownership requirement equal to five times the annual base cash retainer to be attained over a five-year period |

  10. Stock under the Director’s Compensation Program

    Stock under the Director’s Compensation Program Under the amended and restated Directors’ Stock Plan, each non-employee director received an award of restricted stock units with a fair market value of $100,000 on the date of grant, which are fully vested one year after the date of grant (directors appointed by the Board to fill a vacancy during the year receive a prorated grant of restricted stock units as described in the Directors’ Stock Plan). The units have no voting rights until they are converted to shares of Common Stock. Each non-employee director receives a quarterly cash payment equal to the amount that would have been paid as a dividend with respect to shares represented by the restricted stock units held as of the record date for the payment of the Common Stock dividend. Non-employee directors may elect to defer the conversion of restricted stock units to shares until the date of termination of service as a director. Shares shown in the table on page 24 of this Proxy Statement disclosing security ownership of directors and executive officers include shares granted to the directors under the Directors’ Stock Plan.

  11. Directors’ Equity Deferral Plan

    Directors’ Equity Deferral Plan Directors may elect to defer all of their equity portion of their compensation on an annual basis. Deferral of restricted stock units (RSU) defers settlement of the RSUs into Company Common Stock until termination from Board service. RSU awards, whether deferred or not, vest on the first anniversary of the award. Deferred RSUs continue to receive dividend equivalents. Deferred RSUs do not have any voting rights until converted into Common Stock. Deferred RSUs are converted into Company Common Stock upon the expiration of 90 days following termination of Board service.

  12. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023

  13. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Milena Alberti-Perez | 65,975 | 100,000 | 4,615 | 170,591 | | Steven D. Brill | 79,013 | 116,986 | 5,174 | 201,173 | | Anne M. Busquet(4) | 36,964 | 0 | 1,979 | 38,943 | | Robert M. Dutkowsky(4) | 53,075 | 0 | 990 | 54,066 | | Todd Everett | 58,953 | 100,000 | 4,615 | 163,569 | | Katie May | 65,098 | 100,000 | 4,615 | 169,713 | | Sheila A. Stamps | 103,644 | 100,000 | 8,576 | 212,220 | | Mary J. Steele Guilfoile | 147,527 | 100,000 | 5,605 | 253,133 | | S. Douglas Hutcheson(4) | 36,429 | 0 | 11,575 | 48,003 | | Michael I. Roth(4) | 50,952 | 0 | 990 | 51,942 | | Linda S. Sanford(4) | 38,571 | 0 | 990 | 39,562 | | David L. Shedlarz(4) | 38,571 | 0 | 2,780 | 41,351 | | Darrell Thomas | 87,289 | 116,986 | 5,174 | 209,449 | | Kurt Wolf(5) | 0 | 0 | 0 | 0 |

  14. DIRECTOR COMPENSATION FOR 2023

    | (1) Each non-employee director receives an annual retainer of $75,000 ($18,750 per quarter). The Non-Executive Chair receives an additional annual retainer of $100,000 ($25,000 per quarter). Each committee member receives the following annual retainer: $12,000 for Audit, $10,500 for Executive Compensation and $9,000 each for Finance and Governance. The committee Chairs receive an additional retainer of equal amounts for their respective committees. |

  15. DIRECTOR COMPENSATION FOR 2023

    | (2) Represents the grant date fair value of 30,769 restricted stock units granted on May 19, 2023. The number of restricted stock units was derived by dividing $100,000 by $3.25, the closing price on May 19, 2023, on the New York Stock Exchange. Steven D. Brill and Darrell Thomas received an additional partial RSU grant of 3,725 restricted stock units on March 2. The number of restricted stock units was derived by dividing $16,986.30 by $4.56, the closing price on March 2, 2023, on the New York Stock Exchange. Neither restricted stock nor stock options were awarded to non-employee directors during 2023. See Note 19 “Stock-Based Compensation” in the Notes to our Consolidated Financial Statements included in our 2023 Form 10-K, for the valuation assumptions used in determining the fair value of equity grants. Since the Company does not issue fractional shares, total shares issued to non-employee directors are determined by dividing $100,000 by the closing share price on May 19, 2023, and rounding to the nearest whole number. |

  16. DIRECTOR COMPENSATION FOR 2023

    | (3) During 2023, dividend equivalents were paid quarterly in cash to non-employee directors with respect to (a) the first quarter on the award of 19,802 restricted stock units granted in May 2022 and (b) the second, third and fourth quarter on the 30,769 restricted stock units granted in May 2023. Also, Steven D. Brill and Darrell Thomas received dividend equivalents on the second, third and fourth quarter dividends on the 3,725 restricted stock units that were granted on March 2, 2023. In addition, with respect to Ms. Busquet, and Messrs. Hutcheson and Shedlarz, for the first and second quarter, dividend equivalents were paid with respect to the vested restricted stock units previously deferred and Ms. Stamps received dividend equivalents in the second, third and fourth quarters on her deferred RSUs. The Company matches individual contributions by non-employee directors made through the Company’s charitable giving campaign. There were no matching gifts related to the Board Directors in 2023. |

  17. DIRECTOR COMPENSATION FOR 2023

    | (4) Mmes. Busquet and Sanford and Messrs. Dutkowsky, Hutcheson, Roth and Shedlarz left the Board following the 2023 annual meeting of stockholders. |

  18. DIRECTOR COMPENSATION FOR 2023

    | (5) Mr. Wolf voluntarily waived his right to receive compensation as a non-employee director. |

  19. DIRECTOR COMPENSATION FOR 2023

    Relationships and Related-Person Transactions

  20. Election of Directors

    Election of Directors The Board currently has 10 members, and five of our directors are standing for election at the Annual Meeting as nominees. All directors are elected annually to serve one-year terms until the next annual meeting and until his or her successor has been duly elected and qualified, or until such director’s death, resignation or removal. Each of current directors Steven D. Brill, Katie May, Sheila Stamps, Mary J. Steele Guilfoile and Darrell Thomas is not standing for re-election to the Board at the Annual Meeting. The decision of each of these directors not to stand for re-election at the Annual Meeting was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. We thank them for their dedicated service and the major support they have provided during a critical period of transition for the Company. The size of the Board will be reduced to five members, effective upon the conclusion of the Annual Meeting. In addition, when a permanent CEO is appointed, the Board intends to add the appointed CEO to the Board as a sixth member. Upon determining to fill an open Board position, the Board considers candidates submitted by outside independent recruiters, directors, members of management and others. Each of the nominees for election at the Annual Meeting of stockholders is a current Board member and was selected by the Board as a nominee. If elected at the Annual Meeting, each of the nominees would serve until the 2025 Annual Meeting and until his or her successor has been duly elected and qualified, or until such director’s death, resignation or removal. Information about each nominee for director as of March 1, 2024 is set forth below. Other than Jill Sutton (who was appointed to the Board in February 2024) and Lance Rosenzweig (who was appointed to the Board in April 2024), each nominee for director has previously been elected by the Company’s stockholders. Should any nominee become unable to accept nomination or election as a director (which is not now anticipated), the persons named in the enclosed proxy will vote for such substitute nominee as may be selected by the Board, unless the size of the Board is reduced.

  21. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL THE DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ALL THE DIRECTOR NOMINEES

  22. The Nominees

    The Nominees

  23. The Nominees

    | Director since: 2023 | Milena Alberti-Perez | | | Former Chief Financial Officer of Getty Images, Inc., the world’s leading visual content company. Prior to that, Ms. Alberti-Perez served as the Chief Financial Officer of MediaMath, a demand-side platform for programmatic marketing and advertising. Ms. Alberti-Perez worked in a variety of financial and publishing roles from 2001 to 2017 at Penguin Random House, the world’s largest book publisher, and was the global and US CFO from 2015 – 2017. As management, she served as a non-voting member of its Board of Directors and its audit committee. Ms. Alberti-Perez also worked in financial analyst and research roles at Lehman Brothers and Morgan Stanley. Ms. Alberti-Perez has extensive experience on not-for-profit Boards, including serving currently on the Boards of National Public Radio, Jumpstart, and the Wild Bird Fund. (Also a director of Allurion Technologies, Inc. and Digimarc Corporation). | | | Ms. Alberti-Perez, age 50, has experience in executive roles and brings, financial expertise to the Board. |

  24. The Nominees

    | Director since: 2023 | Todd Everett | | | Independent advisor to several ecommerce companies, including Doddle Parcel Services Limited, Verishop, Inc., and Fetch Package, Inc., since December 2018. Mr. Everett also serves as a member of a private company Board. Mr. Everett was an advisor to 101 Commerce, Inc., a global e-commerce platform, from September 2018 to December 2019, and was Senior Vice President and Strategic Advisor, Commerce Services of the Company from March 2018 to May 2018. Prior to that, Mr. Everett held various roles at Newgistics, Inc. (a subsidiary of PBI), including President and Chief Executive Officer from 2015 to February 2018, Chief Operating Officer and General Manager of Parcel and Fulfillment Services from 2014 to 2015, Senior Vice President of Operations from 2010 to 2013, and Director of Operations from 2005 to 2010. | | | Mr. Everett, age 50, brings C-Suite and executive leadership experience and expertise in ecommerce and logistics to the Board. |

  25. The Nominees

    | Director since: 2024 | Lance Rosenzweig | | | Former Chief Executive Officer of Support.com, Inc., a leading provider of customer and technical support solutions and security software, from August 2022 to October 2022. Previously, he served as Chief Executive Officer of Startek Inc., a global business process outsourcing company, from July 2018 to January 2020. Previously, Mr. Rosenzweig held various leadership roles, including Vice President at GE Capital from 1991 to 1993, Vice President of Dean Witter, Discover & Co. from 1989 to 1991, Senior Vice President of Capel Court Financial Services from 1987 to 1989, and Corporate Planning Manager at Jefferson Smurfit Corp. from 1985 to 1987. Mr. Rosenzweig has also served on the boards of several other public and private companies, including currently at GC Parent, LCC and at Internap Holding, LLC as chair of the board. (Formerly director of Boingo Wireless, Inc. and NextGen Healthcare, Inc.) | | | Mr. Rosenzweig, age 61, brings to the Board C-Suite and executive leadership experience and expertise in finance, strategic planning, operations, technology and ecommerce. |

  26. The Nominees

    | Director since: 2024 | Jill Sutton | | | Former Chief Legal Officer and General Counsel of United Natural Foods, Inc., a publicly traded food distributor from 2018 to 2021. Prior to United Natural Foods, she served as Deputy General Counsel of General Motors Company from 2015 – 2018. During her professional career, Ms. Sutton worked for Tim Hortons from 2006 to 2015, where she held various roles, including Executive Vice President and General Counsel. Prior to Tim Hortons, Ms. Sutton served as Corporate Counsel for Wendy’s Co. from 2004 – 2006. (Also a director of Potbelly Corporation and Miller Industries.) | | | Ms. Sutton, age 52, brings to the Board experience as an executive and director, along with extensive experience in strategic planning, corporate finance, capital raises, mergers & acquisitions, and corporate governance. |

  27. The Nominees

    | Director since: 2023 | Kurt Wolf | | | Managing Member and Chief Investment Officer of Hestia Capital Management, a deep value hedge fund since 2009. Prior to founding Hestia Capital, Mr. Wolf’s investment experience included time as an Analyst/Senior Analyst at Relational Investors and First Q Capital, and as a co-Founding Partner at Lemhi Ventures. His prior strategy and operating experiences include serving as a co-Founder and Director of Competitive Strategy at Definity Health and as a consultant with Braxton Associates/Deloitte Consulting, Boston Consulting Group (BCG), and the Lemhi Group. (Formerly director of GameStop Corp. and Edgewater Technology, Inc.) | | | Mr. Wolf, age 50, brings to the Board a strong background in strategy consulting and corporate strategy, and an investor perspective. |

  28. The Nominees

    Report of the Audit Committee

  29. Purpose and Effect of the Proposed Amendment

    Purpose and Effect of the Proposed Amendment The Special Meeting Right Amendment is a result of the Board’s ongoing review of our corporate governance principles. In developing the Special Meeting Right Amendment, the Board (including all members of the Governance Committee) carefully considered the implications of amending our Restated Certificate of Incorporation to allow stockholders to request that the Company call a special meeting. As a result of this process, we announced in May 2023 that our Board would submit a proposal at the Annual Meeting to amend the Company’s Restated Certificate of Incorporation to give stockholders the right to call special meetings of stockholders. The Board recognizes that providing stockholders the ability to require that the Company call special meetings is viewed by some stockholders as an important corporate governance practice. However, special meetings of the stockholders can cause the Company to incur substantial expenses and can be potentially disruptive to its business operations and to long-term stockholder interests. Accordingly, the Board believes that special meetings of the stockholders should be extraordinary events that should not be held in close proximity to an annual meeting or when the matters to be addressed have been recently considered or are planned to be considered at another meeting. The Board would continue to have the ability to call special meetings of the stockholders in other instances when, in the exercise of their fiduciary obligations, it determines appropriate. In light of these considerations, the Board believes that it strikes an appropriate balance between enhancing stockholder rights and adequately protecting stockholder interests to provide that stockholders who satisfy a 25% ownership threshold and comply with certain additional procedures and limitations have the ability to request that the Company call a special meeting. In determining to utilize a 25% ownership threshold, the Board considered, among other things, investor feedback, peer practices and the Company’s market capitalization.

  30. Additional Information

    | (1) Compensation should be tied to performance and long-term stockholder return; |

  31. Additional Information

    | (4) Incentive compensation should reward both short-term and long-term performance; |

  32. Overview

    Overview We ask our stockholders to support this proposal given its criticality to the successful execution of our strategy which will drive the creation of shareholder value. Feedback received from our stockholders through our outreach efforts this past year (please see “Board Responsiveness and Compensation Design Changes” starting on page 57 of this Proxy Statement for an overview of our stockholder outreach efforts) made it clear that our stockholder’s prefer the use of equity instead of cash in our long-term incentive program. The Executive Compensation Committee (the “Committee”) and Management are completely aligned with this perspective. In recent years, the long-term incentive (LTI) grant mix has included a cash component to protect against increased stockholder dilution levels, elevated burn rates, and a diminished reserve of shares available for executive compensation. The Committee and Management are committed to the use of equity in our long-term incentive program as much as possible but recognize the ongoing need for balance between equity utilization for compensation and the management of our dilution and burn rate levels, which is also of interest to our stockholders. Not only does equity more closely align the interests of our employees with our stockholders, it increases our ability to attract, retain and motivate highly skilled and experienced talent in an increasingly competitive market. This talent will enable us to continue building on the strong foundations of our shipping, mailing, logistics, and financial services businesses. The proposed share pool under the 2024 Plan is expected to last one to two years, based on a forecast that takes into account our anticipated rate of growth in hiring, an estimated range of our stock price over time, our historical forfeiture rates, as well as the number of shares we currently have available for grant. We believe that the approval of this proposal is instrumental to our ongoing success and our ability to continue to provide increased value to you, our stockholders. We encourage our stockholders to read the following sections which will provide important context to our request.

  33. 2024 Plan Highlights

    2024 Plan Highlights The 2024 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. Currently awards largely consist of Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Nonqualified Stock Options (NSOs).

  34. Provisions Designed to Protect Stockholder Interests

    | • | No re-pricing of stock options or SARs, including the exchange for another award or cash, without prior stockholder approval; |

  35. Provisions Designed to Protect Stockholder Interests

    | • | Stock options and SARs cannot be granted below 100% of fair market value; |

  36. Provisions Designed to Protect Stockholder Interests

    | • | Maximum term for stock options and SARs is 10 years; |

  37. Provisions Designed to Protect Stockholder Interests

    | • | One-year minimum vesting period for all awards (no portion of awards may vest within one year from the date of grant and pro rata vesting will not occur prior to the first anniversary from the grant date); |

  38. Provisions Designed to Protect Stockholder Interests

    | • | Change-in-Control definition that requires either a 30% acquisition or a consummation of a transaction; |

  39. Provisions Designed to Protect Stockholder Interests

    | • | “Double-trigger” vesting provisions in connection with a Change-in-Control; |

  40. Determination of the Shares Available and Award Limits under the 2024 Plan

    Determination of the Shares Available and Award Limits under the 2024 Plan The Committee consulted Pay Governance LLC, its independent compensation advisor, in examining a number of factors, including dilution and burn rate. The Committee considered these and other factors in reaching its decision on the total number of shares to authorize under the 2024 Plan. If the 2024 Plan is approved, a maximum of 19,002,050 shares (subject to adjustment as described below)will be available for issuance under the 2024 Plan for PSUs, RSUs, stock options, SARs, restricted stock and any other type of stock-based awards issued under the 2024 Plan, consisting of: (i) 8,400,000 shares; plus (ii) the total number of shares remaining available for awards under the 2018 Plan as of May 6, 2024 (as of March 15, 2024 available shares are approximately 10,602,050 shares). In addition to the number of shares described in the preceding sentence, any shares associated with outstanding awards under the Pitney Bowes Inc. 2007 Stock Plan, the Pitney Bowes Inc. 2013 Stock Plan and the 2018 Plan (collectively, the “Prior Plans”) as of May 6, 2024 (“Prior Plan Awards”) that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares) will also be available for issuance under the 2024 Plan (collectively, the “Plan Maximum”). No further awards will be granted under the current 2018 Plan upon approval of the 2024 Plan. Shares delivered under the 2024 Plan will be authorized but unissued shares of Pitney Bowes Common Stock, treasury shares or shares purchased in the open market or otherwise. To the extent that any award under the 2024 Plan or the Prior Plans payable in shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made in shares, the shares covered thereby will no longer be charged against the maximum share limitation and may again be made subject to awards under the 2024 Plan. Any awards settled in cash will not be counted against the maximum share reserve under the 2024 Plan. However, any shares exchanged by an employee or withheld from an employee as full or partial payment to the Company of the exercise price or the tax withholding upon exercise or settlement of an award, unissued shares resulting from the settlement of SARs in stock or net settlement of a stock option, and shares repurchased on the open market with the proceeds of an option exercise will not be returned to the number of shares available for issuance under the 2024 Plan. The Board believes that the estimated 19,002,050 shares that would be available for issuance under the 2024 Plan provides us with the ability to grant meaningful incentives for employees to increase the value of the Company for all stockholders. Based on our past experience, we believe the estimated 19,002,050 shares will provide us an opportunity to grant equity awards for approximately one to two years, due to the fungible plan design and expected LTI award mix, before we would need to seek stockholder approval of more shares. In order to determine the number of shares to be authorized under the Plan, the Committee and the Board considered the need for the shares and the potential dilution that awarding the requested shares may have on current stockholders.

  41. Equity Dilution

    | • | outstanding stock options, plus |

  42. Equity Dilution

    | • | outstanding full value awards, such as RSUs and PSUs, plus |

  43. Equity Dilution

    | (3) Full Dilution is calculated as follows: (Shares Available for Grant + Outstanding Equity Awards) / (Shares Available for Grant + Outstanding Equity Awards + Common Shares Outstanding). Note: Including shares requested under the 2024 Plan, Full Dilution as of March 15, 2024 is 16.61%. |

  44. Equity Dilution

    | (4) Straight Dilution is calculated as follows: (Shares Available for Grant + Outstanding Equity Awards) / Common Shares Outstanding. Note: Including shares requested under the 2024 Plan, Straight Dilution as of March 15, 2024 is 19.91%. |

  45. Burn Rate

    | 2021-2023 Equity Grants | | | | | | Fiscal Year | Stock Options granted | RSUs granted | PSUs (Vested/Earned)(1) | Wtd. Avg. CSO (Common Shares Outstanding) | | 2021 | 737,842 | 2,100,126 | 287,109 | 173,913,957 | | 2022 | | 5,280,429 | 197,471 | 173,911,865 | | 2023 | | 2,068,825 | | 175,639,669 |

  46. Burn Rate

    | (1) Performance Stock Units (PSUs) are stock awards where the number of shares ultimately received by the employee is conditional upon the attainment of certain performance targets and Total Shareholder Return relative to peer companies. PSUs vest at the end of a three-year service period and the actual number of shares awarded may range from 0% to 200% of the target award. |

  47. Types of 2024 Plan Awards

    Types of 2024 Plan Awards The 2024 Plan, like our prior equity plans, provides for a variety of equity instruments to preserve flexibility. The types of awards that may be issued under the 2024 Plan are described below. Since 2015, the Company has utilized PSUs, RSUs and NSOs in granting equity awards under its long-term incentive program. The 2024 Plan includes a one-year minimum vesting period for all awards.

  48. Performance Stock Units

    Performance Stock Units PSUs provide the employee the right to receive Pitney Bowes Common Stock at the conclusion of a specified performance period (generally three years) based upon certain pre-established performance criteria. Based on how the Company performs against the pre-established financial criteria, the award can pay out in Common Stock anywhere between zero to two times the PSUs awarded. Target payout is one common share per PSU awarded. Dividend equivalent rights are payments equivalent to dividends declared on the Common Stock before a stock unit vests and is converted into Common Stock. Although it has not been the Company’s past practice to grant dividend equivalents, PSUs may be granted together with related dividend equivalent rights. If granted, dividend equivalents are prohibited from being paid until the underlying award has vested.

  49. Restricted Stock and Restricted Stock Units

    Restricted Stock and Restricted Stock Units A restricted stock award represents shares of Pitney Bowes Common Stock that are issued subject to restrictions on transfer and vesting requirements as determined by the Committee. A RSU provides the employee the right to receive a payment in Common Stock or cash based on the value of a share of Pitney Bowes Common Stock. Both restricted stock and RSUs may be subject to such vesting requirements, restrictions and conditions to payment as the Committee determines are appropriate. Generally, we issue performance-based, time-vested restricted stock and RSU awards which vest pro-rata over a period of approximately three years (pro-rata vesting will not occur prior to the first year anniversary from the grant date). Vesting requirements may be based on the continued service of the employee for specified time periods and/or on the attainment of specified business performance goals established by the Committee. Restricted stock will pay dividends earned only after the restricted stock vests. Although it has not been the Company’s past practice to grant dividend equivalents, RSUs may be granted together with related dividend equivalent rights. If granted, dividend equivalents are prohibited from being paid until the underlying award has been vested.

  50. Stock Options

    Stock Options Stock options granted under the 2024 Plan may be either Nonqualified Stock Options (NSOs) or Incentive Stock Options (ISOs) under Section 422 of the Internal Revenue Code of 1986, as amended (Code). Stock options entitle the employee to purchase a share of Pitney Bowes Common Stock at an exercise price specified in the Award Agreement (including through net settlement or a cashless exercise through a broker facility, to the extent permitted by the Committee). The exercise price of any stock option granted, other than substitute awards or tandem SARs, may not be less than 100% of the fair market value of a share of Pitney Bowes Common Stock on the date of grant. The 2024 Plan defines the fair market value as the closing price of Pitney Bowes Common Stock on the date of grant as reported by the New York Stock Exchange. The option exercise price is payable in cash, shares of Pitney Bowes Common Stock, through a broker-assisted cashless exercise through share withholding or as otherwise permitted by the Committee. The Committee determines the terms of each stock option grant at the time of the grant. Generally, all options have a ten-year term from the date of the grant. The Committee specifies, at the time each option is granted, the time or times at which, and in what proportions, an option becomes vested and exercisable. Vesting may be based on the continued service of the employees for specified time periods or on the attainment of specified business performance goals established by the Committee or both. Generally, vesting of stock options occurs pro-rata over a three-year period (pro-rata vesting will not occur prior to the first year anniversary from the grant date). Under certain circumstances, the Committee may accelerate the vesting of options. With certain exceptions, a vested stock option expires three months after termination of employment.

  51. Stock Appreciation Rights

    Stock Appreciation Rights SARs entitle the employee, upon settlement, to receive a payment based on the excess of the fair market value of a share of Pitney Bowes Common Stock on the date of settlement over the base price of the right, multiplied by the applicable number of SARs of Pitney Bowes Common Stock. SARs may be granted on a stand-alone basis or in tandem with a related stock option. The base price may not be less than the fair market value of a share of Pitney Bowes Common Stock on the date of grant. The Committee will determine the vesting requirements, form of payment and other terms of a SAR, including the effect of termination of service of an employee. Vesting may be based on the continued service of the employee for specified time periods or on the attainment of specified business performance goals established by the Committee or both. Under certain circumstances, the Committee may accelerate the vesting of SARs. Generally, all SARs have a ten-year term from the date of the grant. SARs may be payable in cash or in shares of Pitney Bowes Common Stock or in a combination of both. The Company does not currently have any SARs outstanding.

  52. Effect of Change of Control

    Effect of Change of Control Upon termination of employment which is on account of and within two years of a Change of Control (as defined in the 2024 Plan): (1) unvested RSUs vest and are immediately converted into Common Stock, (2) unvested PSUs vest at the target performance level and are immediately converted into Common Stock and (3) unvested NSOs vest and become fully exercisable for the remainder of the option term. If there is no termination of employment following a Change of Control: (1) unvested RSUs vest but are not converted into Common Stock until the earlier of Termination of Employment (as defined in the 2024 Plan) or the normal vesting dates of the award, (2) unvested PSUs will vest at target but will not be converted into Common Stock until the earlier of Termination of Employment or the conclusion of the three-year performance period, and (3) NSOs shall vest on the Change of Control and become fully exercisable on the earlier of Termination of Employment or the normal award vesting date and remain exercisable for the balance of the option term. If the acquiring Company does not assume the 2024 Plan or any of its outstanding equity awards, RSUs and NSOs will vest upon the Change of Control, and in the case of PSUs will vest as if target performance for the entire performance period had been achieved, be valued at the Common Stock price as of the Change of Control and converted into cash payable upon the earlier of termination from employment or the normal award vesting date. Holders of vested RSUs and PSUs will be entitled to dividends payable upon the earlier of termination from employment or the normal award vesting date.

  53. Limited Transferability

    Limited Transferability All RSUs, PSUs, NSOs and other stock-based awards granted under the 2024 Plan are non-transferable except upon death, either by the employee’s will or the laws of descent and distribution or through a beneficiary designation, or as otherwise provided by the Committee.

  54. Taxation of the Various 2024 Plan Awards

    Taxation of the Various 2024 Plan Awards Performance Stock Units and Restricted Stock Units. Employees granted RSUs and PSUs do not recognize income at the time of the grant. Rather they recognize ordinary income, and subject to IRC Section 162(m), the Company receives a corresponding tax deduction, in an amount equal to the fair market value of the units when the award vests and is converted into Common Stock or paid in cash. Certain employees who receive PSUs or RSUs may defer the conversion of the PSUs or RSUs beyond the award vesting date. Non-qualified Stock Options. An employee will not recognize income and the Company will not be entitled to a deduction upon receipt of a NSO award. Ordinary income will be realized by the employee, and subject to IRC Section 162(m), a tax deduction will be recognized by the Company at the time the Non-qualified Stock Option is exercised and the shares are transferred to the employee. The amount of such taxable income and deduction upon the exercise of an Option, is the difference between the exercise or option price and the fair market value of the shares on the date of exercise. Incentive Stock Options. ISOs will not result in taxable income to the employee, nor a taxable deduction for the Company. However, the difference between the fair market value of the stock on the date of grant and the option exercise price is a tax preference item that may subject the employee to the alternative minimum tax. If the employee holds the ISO shares for two years from the date the option was granted and for one year after the shares were transferred to him upon the exercise of the option, the employee will recognize long-term capital gain on the portion of the gain on the sale of the shares equal to the difference between the sales price and the option exercise price and the Company will not be entitled to a deduction either at the time the employee exercises the ISO or subsequently sells the ISO shares. If the employee sells the ISO shares within two years after the date the ISO is granted or within one year after the date the ISO is exercised, then the sale is considered a disqualifying disposition, and the difference between the grant price and the exercise price will be taxed as ordinary income. The balance of the gain will be treated as long-or short-term capital gain depending on the length of time the employee held the stock. If the shares decline in value after the date of exercise, the compensation income will be limited to the difference between the sale price and the amount paid for the shares. The tax will be imposed in the year the disqualifying disposition is made. Subject to IRC Section 162(m), the Company will be entitled to a deduction equal to the ordinary income recognized by the employee. With respect to both NSOs and ISOs, special rules apply if an employee uses shares already held by the employee to pay the exercise price or if the shares received upon exercise of the option are subject to a substantial risk of forfeiture by the employee. Stock Appreciation Rights. An employee will recognize taxable income upon the exercise of a SAR in the amount of the aggregate cash received. In either case, subject to IRC Section 162(m) the Company will be entitled to an income tax deduction in the amount of such income recognized by the employee. Restricted Stock. Employees receiving restricted stock will not recognize any income upon receipt of the restricted stock. Ordinary income will be realized by the holder at the time that the restrictions on transfer are removed or have expired and the stock vests. The amount of ordinary income will be equal to the fair market value of the shares on the date that the restrictions on transfer are removed or have expired. Subject to IRC Section 162(m), the Company will be entitled to a deduction at the same time and in the same amount as the ordinary income the employee realizes. An employee may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time the award is received if the employee makes an election no later than 30 days after an employee receives the restricted stock. If a timely election is made, the employee will not recognize any additional income when the restrictions on the shares lapse. If the employee forfeits the shares to the Company, the employee may not claim a deduction with respect to the income recognized as a result of the election. Generally, when an employee disposes of shares acquired under the 2024 Plan, the difference between the sales price and his or her basis in such shares will be treated as long-term or short-term capital gain or loss depending upon the holding period for the shares.

  55. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information as of December 31, 2023 regarding the number of shares of Common Stock that may be issued under our equity compensation plans.

  56. Equity Compensation Plan Information

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) 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 | 15,488,458 | $9.50 | 15,950,013 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 15,488,458(1) | $9.50 | 15,950,013(2) |

  57. Equity Compensation Plan Information

    | (1) Includes 9,151,645 shares issuable pursuant to outstanding stock options. It also includes 5,525,193 shares issuable pursuant to outstanding RSUs, and 811,620 shares issuable pursuant to outstanding PSUs. |

  58. Equity Compensation Plan Information

    | (2) These securities are available in our reserve for awards made under the Amended and Restated 2018 Stock Plan. |

  59. Equity Compensation Plan Information

    REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

  60. Mr. Dies

    Mr. Dies In connection with his Interim CEO appointment, the Company and Mr. Dies entered into a letter agreement, dated as of September 29, 2023 (the “Dies Letter Agreement”), which provides that, in order to compensate Mr. Dies for his increased responsibilities, he will receive a monthly cash stipend of $60,000, prorated for any partial months of service as Interim CEO, which in conjunction with other compensation Mr. Dies was eligible to receive from the Company at the time, was intended to provide competitive cash compensation comparable to a newly promoted CEO. The Dies Letter Agreement also provides for the grant of an additional long-term incentive (LTI) award of RSUs to Mr. Dies with a grant value of $200,000, subject to the same vesting conditions as the RSUs previously granted to Mr. Dies in February 2023. Further, pursuant to the Dies Letter Agreement, his 2024 LTI target will also be increased by the same amount, resulting in a 2024 target long-term incentive award opportunity of $1,800,000. Refer to the Company’s Form 8-K filed with the SEC on October 2, 2023 for a copy of the complete Dies Letter Agreement.

  61. Mr. Dies

    | Update for 2024 | | On April 8, 2024, the Company and Mr. Dies came to an agreement regarding additional terms and conditions of his continued employment as Interim CEO (the “Retention Arrangement”), which supplements the terms of the Dies Letter Agreement. | | Pursuant to the Retention Arrangement, Mr. Dies will remain as the Company’s Interim CEO until the date that the Board duly appoints a permanent CEO, and he will continue to receive the following compensation, which remains unchanged from the Dies Letter Agreement: (i) an annual base salary of $875,000; (ii) a monthly cash stipend of $60,000; (iii) a target annual bonus opportunity equal to 80% of base salary; and (iv) continued eligibility to receive LTI awards. | | In addition, pursuant to the Retention Arrangement, Mr. Dies will also receive a one-time cash payment equal to $600,000, payable on the five-month anniversary of April 8, 2024, subject to his continued employment through such date. However, if Mr. Dies is terminated for any reason other than for Cause, or if he resigns with Good Reason (each as defined in the Retention Arrangement), he will become entitled to receive such payment as of the termination date. Further, on July 1, 2024, subject to his continued employment through such date, Mr. Dies will be deemed to have satisfied the “early retirement” requirements under the Company’s applicable benefit and compensation plans one year earlier than otherwise provided. | | The Retention Arrangement also provides that, in the event Mr. Dies’ employment is terminated by the Company without Cause or by him for Good Reason, he will be entitled to receive the severance payments under the Company’s Severance Pay Plan and the Company’s Senior Executive Severance Policy, as applicable, subject to his execution and non-revocation of a general release of claims. Upon any such termination, Mr. Dies will be provided (without duplication of any payment type) with the following severance benefits: (i) the sum of (x) 1.5 times his annual base salary (which will not include his monthly cash stipend), plus (y) 1.5 times his target annual bonus for the year in which such termination occurs, payable in a single lump-sum; (ii) payment of his pro rata annual bonus for the year of termination, based on actual performance; (iii) 18 months of COBRA coverage at active employee rates; and (iv) other customary termination benefits provided to Company executives. |

  62. Treatment of Mr. Lautenbach’s Unvested LTI

    Treatment of Mr. Lautenbach’s Unvested LTI

  63. Treatment of Mr. Lautenbach’s Unvested LTI

    | LTI Grant Detail | Unvested Quantity (Units/Options) | Treatment at Termination | | Non-Qualified Stock Options (NSOs) granted 2021 | 101,293 | Vested at separation. | | RSUs granted 2021 | 52,988 | Vested at separation. | | CIUs granted 2021 | 4,230,000 | Will continue vesting and be paid based on the actual multiplier determined by achievement of predefined objectives at the end of the three-year performance period. Note: The 2021 CIUs vested in February of 2024 at a value of $2,622,600. | | CIUs granted 2022 | 4,230,000 | Will continue vesting and be paid based on the actual multiplier determined by achievement of predefined objectives at the end of the three-year performance period. | | RSUs granted 2023 | 643,836 | Forfeited as not outstanding at least one year. | | CIUs granted 2023 | 4,230,000 | Forfeited as not outstanding at least one year. |

  64. Compensation Governance Best Practices

    | | 100% of annual incentive opportunity tied to pre-established quantitative metrics | | No individual supplemental executive retirement plans | | | 100% of long-term incentive opportunity tied to pre-established financial metrics, growth in our share price, and relative Total Shareholder Return | | No crediting extra years of service in our benefit plans, including our pension plans | | | Double trigger vesting in our Change of Control provisions | | No tax gross-up on Change of Control payments | | | Significant stock ownership requirements for senior executives and directors | | No hedging, pledging, or short-term speculative trading of Company stock | | | Market comparison of executive compensation against a peer group and survey data | | No employment agreements with our executive officers | | | Independent compensation consultant performing no other services for the Company | | No stock option repricing, reloads, or exchanges | | | Clawback provisions that permit the Company to recover incentive-based compensation from senior executives for gross misconduct and require recovery in the event of a financial restatement consistent with SEC requirements | | No transferability of restricted securities | | | Annual stockholder advisory vote on executive compensation | | No dividends on unvested stock awards | | | Semi-annual stockholder outreach with an available line of direct communication with the Board | | No material executive perquisites | | | One-year minimum vesting period for all long-term incentive compensation awards, with accelerated vesting for certain qualifying termination events. | | | | | One-year minimum post-vesting retention period for all equity-based long-term incentive awards for executive officers | | | | | Executive stock ownership policy that aligns executives’ and directors’ interests with those of our stockholders | | |

  65. Overview of 2023 Compensation Components

    | | | Pay Element | Key Characteristics | | What it Rewards | | | Fixed | Short-Term | Base Salary | • | Fixed cash compensation | • | Performance of daily job duties | | | | | • | Increases driven by an executive’s individual performance and/or competitiveness to the market | • | Highly developed skills and abilities critical to the success of the Company | | Variable | | Annual Incentive | • | Performance-based cash compensation primarily measured on achievement of enterprise-wide metrics | • | Achievement of pre-determined short-term objectives established generally shortly following the finalization of the Company’s budget for each year | | | | | • | Individual performance may be considered in establishing an executive’s annual incentive opportunity | | | | | Long-Term Incentives | Cash Incentive Units | • | Performance-based cash compensation measured on enterprise-wide metrics | • | Achievement of pre-determined financial objectives established generally shortly following the finalization of the Company’s budget for each year within the three-year cycle for awards | | | | | • | Modified by our TSR relative to the S&P 1000 Index | | | | | | Performance-Based RSUs | • | Performance-based equity compensation measured on a threshold financial target | • | Achievement of a pre-determined performance objective established at time of grant | | | | | | | • | An increase in Company stock value |

  66. 2023 Compensation

    | 2023 NEO(1) | Annual Base Salary ($) | Target Annual Incentive ($) | Target Long-Term Incentive ($) | | Jason Dies | 875,000 | 700,000 | 1,800,000 | | Ana Chadwick | 610,018 | 488,014 | 1,250,000 | | Gregg Zegras | 856,000 | 684,800 | 1,250,000 | | Daniel J. Goldstein | 608,268 | 486,614 | 1,250,000 | | James Fairweather | 588,048 | 352,829 | 1,600,000 | | Marc B. Lautenbach(2) | 1,000,000 | 1,650,000 | 7,050,000 |

  67. 2023 Compensation

    For each NEO, the Committee utilizes, as a guideline, the market median of the competitive data based on companies with our approximate revenue size from the Willis Towers Watson Regressed Compensation Report and the Radford Global Compensation Database. The Committee considers this information to evaluate base salary, target cash compensation (base salary plus annual incentive) and target direct compensation (base salary plus annual incentive plus long-term incentive) so they are competitive for each position. We describe these two reports in more detail under “Assessing Competitive Practice” beginning on page 70 of this Proxy Statement. We believe market pay data is one decision point in effective pay management. Generally, in addition to market data, pay decisions consider the value of the individual in the job to the organization and relative to other jobs and additional factors such as skills, performance, tenure, experience. As a result, pay for each executive could be positioned below, at, or above the market median(1). For 2023, the target total direct compensation for Mr. Dies for the Interim CEO position was 52% of the market median(1) for CEOs and 46% of the peer group median pay for CEOs. For the other NEOs, excluding Mr. Lautenbach, the average target total direct compensation was 133% of the market median(1). The Committee views the current compensation structure as

  68. Annual Incentives

    Annual Incentives NEOs are eligible to earn annual incentives awards under the Key Employees Incentive Plan (KEIP) primarily for achieving enterprise-wide financial objectives established at the beginning of each year, which are designed to be challenging to achieve. Individual performance and its impact on financial, strategic, unit or individual objectives may be considered. The target annual incentive opportunities for the NEOs remained the same, except for Mr. Goldstein’s which increased to 80% of his base salary for the 2023 performance year based on his expected contributions at a significant time of transition for the Company. The annual incentive plan is based 100% on quantifiable measures related to the Company’s financial performance and strategic goals, which we believe demonstrates our commitment to placing rigor and objectivity in establishing and measuring our compensation goals and results. The following bullets list the financial objectives used under the annual incentive plan along with the reasoning of their effectiveness in measuring how well our business is performing on a short-term basis. Additionally, please reference “Board Responsiveness and Compensation Design Changes” on page 57 of this Proxy Statement for an overview of changes implemented for the 2024 Compensation Plan, based on stockholder feedback.

  69. Annual Incentives

    | • | Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) – Focuses executive officers on growing Company profitability. The Adjusted EBIT measure is most heavily weighted, at 40%. |

  70. Annual Incentives

    | • | Adjusted Free Cash Flow (Adjusted FCF) – Focuses the executive officers on generating free cash flow on a short-term basis allowing the Company to manage its current financial needs and discretionary uses. The Adjusted FCF measure weighting is 30%. Although Adjusted FCF was included as a measure in both the annual and long term incentives for 2023, this duplication of measures in our plans will not continue in 2024. |

  71. Annual Incentives

    | • | Revenue growth – Focuses executive officers on growing revenue which indicates whether our business is expanding. The Revenue Growth measure weighting is 30%. |

  72. Annual Incentives

    Each of these metrics excludes the impact of certain special items, both positive and negative, which could mask the underlying trend or performance within a business. The adjustments for special items are explained further under “Non-GAAP Measures” on page 95 of this Proxy Statement. For further explanation on objective setting, please see “Determining Compensation – The Decision Process” on page 69 of this Proxy Statement. With regards to Adjusted FCF, expectations can differ from year to year, and in the case of the 2023 objectives, Adjusted FCF was set lower compared to 2022 performance largely due to the timing of working capital and higher than expected tax payments. The 2022 annual incentive payout curve methodology reflected a gentler slope between the 95-100% payout levels. Effective as of the 2023 performance year, the Committee implemented a straight-line methodology interpolated between threshold, target, and maximum payout levels, decreasing the complexity of the plan.

  73. Annual Incentives

    | Update for 2024 | | Beginning in 2024, to simplify the plan and continue to drive desired strategic outcomes, we will reduce the number of financial measures used to determine annual incentives to focus on two. Neither measure will be used in the long-term plan, thereby eliminating the duplication of measures in either plan. |

  74. Annual Incentives

    We apply a strategic modifier of up to 10 percentage points in determining final annual incentive pay-outs under the KEIP. The strategic modifier is based on the achievement of quantifiable enterprise strategic goals, which in 2023 were:

  75. Annual Incentives

    | (i) Voice of the Client, measured as Net Promoter Score (NPS) collected through client surveys, and which contributes up to 2.5 of the 10 percentage points; At the beginning of each year, the Committee approves NPS threshold, target, and maximum objectives for the Company with the focus of closing a gap to the top quartile of the NPS benchmark. |

  76. Annual Incentives

    | (ii) High-performance culture, measured from an annual employee survey, which contributes up to 2.5 of the 10 percentage points. For the high-performance culture goal, the focus is to measure progress through improvement in employee engagement survey dimensions as compared to high performing companies. Quantifiable threshold, target and maximum objectives are approved by the Committee for the following dimensions: Diversity & Inclusion (D&I); Sustainable Engagement; Client Focus; Teamwork; and Innovation. These objectives are measured from an employee survey developed with and conducted by the Company’s outside consultant, Willis Towers Watson. Also, the 2.5 points for the high-performance culture portion of the strategic modifier will not payout if the D&I measure threshold objective set by the Committee is not met. This increases the focus of D&I in our compensation design, which directly aligns with the importance of D&I to our Company strategy. |

  77. Annual Incentives

    | (iii) | A revenue growth hurdle which contributes up to 2.5 of the 10 percentage points and requires the Company achieve target level performance for the Revenue Growth financial objective of 3%. |

  78. Annual Incentives

    | (iv) An Adjusted EBIT hurdle which contributes up to 2.5 of the 10 percentage points and requires the Company achieve target level performance for the Adjusted EBIT financial objective of $193 million. |

  79. Annual Incentives

    For competitive reasons, we do not disclose the Voice of the Client and High-Performance Culture strategic modifier goals, but we believe they are challenging and require substantial performance. We believe the measures within these strategic goals are important to the successful operation of the Company and critical to achieving positive financial results.

  80. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    Funding of the 2023 Annual Incentive Pool and Actual Pay-Out In 2023, the Company achieved between threshold and target for the Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) and Adjusted Free Cash Flow (Adjusted FCF) objectives and did not achieve threshold for the Revenue Growth objective. In addition, the Company made progress toward important strategic initiatives. The Committee, and independent Board members with respect to the CEO, awarded 38.7% for the achievement of the financial objectives. The following table provides the financial objectives and results for 2023:

  81. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    | Financial Objectives(1) | Target Weighting | Threshold | Target | Maximum | Actual Result | Actual Pay-out as a % of Target | | Adjusted Earnings Before Interest and Taxes(2) | 40% | $140 million | $193 million | $223 million | $145 million | 21.8% | | Adjusted Free Cash Flow(2) | 30% | $20 million | $55 million | $120 million | $25 million | 16.8% | | Revenue Growth(2) | 30% | (2.0%) | 3.0% | 7.0% | (3.5%) | 0.0% | | Financial Objectives | | | | | | 38.7% |

  82. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    | (1) We set financial objective targets at the beginning of 2023 relative to Company budget on a continuing operations basis excluding any nonrecurring items. Please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement and “Treatment of Special Events” beginning on page 74 of this Proxy Statement. We believe that the 2023 financial objectives at each level (threshold, target and maximum) accurately balance the difficulty of attainment of the level with the related pay-out. To simplify plan design, the payout curve of the annual incentive utilized a straight line methodology across payout levels for the 2023 performance year. The amounts under the Actual Pay-out as a % of Target column are rounded and do not appear to equal the total Financial Objective Multiplier due to rounding. |

  83. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    | (2) Adjusted EBIT, Adjusted FCF, and Revenue growth are non-GAAP measures. For a reconciliation and additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement. |

  84. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    Next, the Committee assessed the predetermined goals for the 2023 strategic modifier, which included a focus on Voice of the Client and actions to build a high performance, client oriented culture throughout the organization. These strategic goals are quantifiable measures that are deemed to be important to the successful operation of the enterprise above and beyond financial goals. The strategic multiplier resulted in an application of 4.5 percentage points. Our Net Promoter Score increased year over year, and we saw ongoing strength in our engagement metric scores for 2023 with the majority of categories exceeding or far exceeding high performance marks. Additionally, we exceeded high performing participation rates as defined by Willis Towers Watson. The newly established D&I threshold was exceeded enabling the high performance culture portion of the strategic modifier to pay-out. The Company did not achieve target level performance for the Revenue Growth and the Adjusted EBIT objectives. The combination of achievement against the financial and strategic objectives resulted in a multiplier of 43.2% for the total 2023 Annual Incentive pay-out. For a reconciliation of GAAP to Non-GAAP measures, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement. The following table compares the actual pay-outs in 2023 and 2022:

  85. Funding of the 2023 Annual Incentive Pool and Actual Pay-Out

    | Annual Incentive | 2023 Actual Pay-out Factor as a % of Target | 2022 Actual Pay-out Factor as a % of Target | Total Multiplier Change 2023 vs. 2022 | | Financial Objectives | 38.7% | 46.9% | | | Strategic Modifier | 4.5% | 9.3% | | | Total Pay-out | 43.2% | 56.2% | | | Adjustment | 0% | (9%) | | | Total Adjusted Pay-out | 43.2% | 47.2% | (4.0%) |

  86. Long-term Incentives

    Long-term Incentives Long-term incentive opportunities are designed to link the NEOs’ rewards to the Company’s long-term financial performance and stock price. We also provide long-term incentives to be competitive in the markets in which we operate and to attract and retain high performing executives.

  87. Long-term Incentives

    | Update for 2024: | | LTI mix for executive officers for 2024 will shift from 60% cash to 100% equity as the Committee balances the impact on stockholder dilution and our burn rate. In recent years, the long-term incentive (LTI) grant mix has included a cash-based component due to increased stockholder dilution and elevated burn rates. The temporary shift of the LTI mix towards cash in recent years has reduced our burn rate and dilution levels sufficiently to allow the Committee to shift the LTI mix from cash back toward equity, starting with the 2024 grant, while continuing to balance the impact of using equity with stockholder dilution and burn rate concerns. The Committee believes that utilization of equity for LTI better aligns the interests of our NEOs with those of our stockholders. |

  88. Long-term Incentives

    In February 2023, the NEOs received a LTI grant consisting of 60% CIUs and 40% performance-based RSUs to align long-term incentives with long-term stockholder interests. For 2023, we did not grant Non-qualified Stock Options (NSOs) in consideration of equity dilution levels. Additionally, please reference “Board Responsiveness and Compensation Design Changes” page 57 for an overview of changes implemented for the 2024 Compensation Plan, based on stockholder feedback. The 2023 equity based long-term incentive awards are subject to the Pitney Bowes Inc. Amended and Restated 2018 Stock Plan and the 2,000,000 maximum number of shares that may be made to a single participant in any one calendar year under such plan. For further details on 2023 grants, please see the “Grants of Plan Based Awards in 2023” table on page 77 of this Proxy Statement. Long-term incentive targets for the NEOs remained the same except for Mr. Dies and Mr. Fairweather. The LTI target value for Mr. Dies was increased to $1,600,000, which was a result of his promotion to Executive Vice President and Group President. Upon his appointment as Interim CEO, he also received a $200,000 increase to his LTI target. Mr. Fairweather’s LTI target increased to $1,600,000, to appropriately align his incentive with the market.

  89. Cash Incentive Units (CIUs)

    Cash Incentive Units (CIUs) CIUs are long-term cash awards granted annually with three-year performance and vesting cycles. NEOs are awarded CIUs with pay-outs based on achieving challenging enterprise-wide financial objectives established each year of the three-year cycle. The results for each year are aggregated at the end of the three-year performance period. If the threshold level of performance for the enterprise-wide financial objectives are not met for a calendar year, one-third of the overall award value will be forfeited. The enterprise-wide objectives set by the Committee include two equally weighted financial objectives: Adjusted Earnings Per Share (Adjusted EPS) and Adjusted FCF. We believe both of these financial factors are important indicators of the Company’s long-term viability and performance and thus are appropriate metrics upon which to base long-term incentive awards. For details on the objective setting process, please see “Determining Compensation – The Decision Process” on page 69 of this Proxy Statement.

  90. Cash Incentive Units (CIUs)

    | • | Adjusted EPS is a measure of long-term profitability and it excludes one-time and unusual charges and benefits. |

  91. Cash Incentive Units (CIUs)

    | • | Adjusted FCF provides resources to reposition and pursue new growth opportunities. Although Adjusted FCF was included as a measure in both the annual and long-term incentives for 2023, this duplication of measures in our plans will not continue in 2024. |

  92. Cash Incentive Units (CIUs)

    Each year, the Committee considers a range of factors in establishing objectives. With regards to Adjusted FCF, expectations can differ from year to year, and in the case of the 2023 objectives, Adjusted FCF was set lower compared to 2022 performance largely due to the timing of working capital and higher than expected tax payments. Financial targets may be revised for special items such as to adjust for discontinued operations. For additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement and “Treatment of Special Events” beginning on page 74 of this Proxy Statement. Our long-term financial targets take into account budgeted levels of share repurchases. The Committee sets the objectives at levels designed to have an appropriate degree of difficulty and stretch for each grant. For the 2023-2025 CIU grant, the Committee will modify the resulting earned unit value by up to +/- 25% based on our cumulative three-year TSR as ranked against the S&P 1000, linking payout to our relative TSR. The S&P 1000 index represents a broad cross section of industries and encompasses the current Pitney Bowes market cap. If TSR is negative for the cumulative three-year period, there will not be a positive application of the TSR modifier regardless of the Company’s rank against its peers. Based on relative performance versus our peer group over the cumulative three-year period, the TSR modifier is applied as shown below:

  93. Cash Incentive Units (CIUs)

    | 2023 Company Rank vs. Peer Group (percentile) | 2023 Modifier | | > 75th % | +25% | | > 70th to 75th % | +20% | | > 65th to 70th % | +15% | | > 60th to 65th % | +10% | | > 55th to 60th % | +5% | | > 45th to 55th % | +0% | | > 40th to 45th % | –5% | | > 35th to 40th % | –10% | | > 30th to 35th % | –15% | | 25th to 30th % | –20% | | Below 25th % | –25% |

  94. Cash Incentive Units (CIUs)

    | Update for 2024: | | | | For the 2024 Plan, the TSR modifier will switch from a “step up” methodology based on ranges, as illustrated above, to a straight-line methodology interpolated between threshold, target, and maximum objectives. In this formula, our TSR rank relative to peers at 51% is equivalent to a 0% modifier, a 25% TSR rank or less is equivalent to a -25% modifier, and a 75% rank or more is equivalent to a 25% modifier. This will eliminate the potential for achievement of a modifier of 0% for a rank of less than 51% and apply more stringent negative modification to the CIU grant. | | | | | 2024 Company Rank vs. Peer Group (percentile) | 2024 Modifier | | Max | 75th | 25% | | Target | 51st | 0% | | Threshold | 25th | -25% |

  95. Cash Incentive Units (CIUs)

    The number of units vesting at the end of the cycle can range from 0% to 200% of the initial number granted based on achievement of the Committee-approved financial goals and application of the cumulative three-year TSR modifier. The Committee also can employ discretion in determining the vesting percentage to reflect more accurately the Company’s overall performance. When the 2020 long-term incentive awards were issued, we replaced Performance Stock Units (PSUs) with CIUs. Under SEC disclosure rules, stock awards are required to be included in the Summary Compensation Table in the year granted, while CIU awards are included at the end of the performance period when they are actually earned. This means total compensation appears significantly higher for 2023 and 2022 when compared to 2021 because CIU awards are not included in the Summary Compensation Table until actually earned. 2022 was the first year that CIU pay-outs were included in the Summary Compensation Table for NEOs other than Mr. Fairweather and Mr. Zegras, who had a CIU pay-out in the 2021 Summary Compensation Table.

  96. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle The 2021-2023 CIU cycle utilizes annual financial targets (Adjusted EPS and Adjusted FCF) set at the beginning of each calendar year within the three-year cycle, results of which are aggregated at the end of the three-year performance period. For the 2021-2023 CIU cycles, the unit multiplier at target is 100%. The CIU multiplier range is based upon the achievement of the pre-determined financial objectives described above, each weighted at 50%. Additionally, final results are modified by a cumulative three-year TSR modifier of up to plus or minus (+/-) 25% based on relative performance compared with proxy peers. The TSR modifier for the 2021-2023 CIU cycle pay-out utilized the peer companies in place at the time the award was granted as was disclosed in the Proxy Statement filed in 2022 covering fiscal year 2021. In 2023, the Company achieved between threshold and target for the Adjusted EPS and Adjusted FCF objectives. The table below shows the financial targets, each weighted at 50%, and the levels of achievement relating to the 2021-2023 CIUs. The combination of the financial metrics and the TSR modifier resulted in a 0.62 per unit pay-out for the NEOs’ 2021-2023 CIU awards as illustrated below. Due to competitive sensitivity, we do not disclose forward-looking target goals for multi-year performance periods.

  97. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    | 2021-2023 Adjusted Earnings Per Share (Adjusted EPS)(1) | Threshold | Target | Maximum | Actual Result | Metric Pay-out Value | TSR Modifier | Performance Multiplier | | 2021 | $0.15 | $0.32 | $0.42 | $0.32 | 0.17 | | | | 2022 | $0.16 | $0.32 | $0.41 | $0.15 | 0.00 | | | | 2023 | $0.00 | $0.10 | $0.20 | $0.04 | 0.10 | | |

  98. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    | 2021-2023 Adjusted Free Cash Flow (Adjusted FCF)(1) | Threshold | Target | Maximum | Actual Result | Metric Pay-out Value | TSR Modifier | Performance Multiplier | | 2021 | $100 million | $135 million | $170 million | $119 million | 0.12 | | | | 2022 | $44 million | $92 million | $140 million | $85 million | 0.15 | | | | 2023 | $20 million | $55 million | $120 million | $25 million | 0.08 | | | | Total | | | | | 0.62 | No Adjustment | 0.62 |

  99. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    | (1) Adjusted EPS and Adjusted FCF are non-GAAP measures. For a reconciliation and additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement and “Treatment of Special Events” beginning on page 74 of this Proxy Statement. The 2022 and 2023 financial targets for the 2021-2023 CIUs are the same used for the completed years in the 2022-2024 CIUs and 2023-2025 CIU performance periods. |

  100. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    For additional detail on the calculation of the financial metrics described above, please see “Non-GAAP Measures” and corresponding table on page 95 of this Proxy Statement. Based on the 2021-2023 CIU performance multiplier of 0.62 per unit (below the target of 1.00), the table below displays the number of CIUs vested in February 2024 for the listed NEOs.

  101. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    | Executive | Target CIUs Awarded | Performance Multiplier | Units Vested | | Jason Dies | 780,000 | 0.62 | 483,600 | | Ana Chadwick | 750,000 | 0.62 | 465,000 | | Gregg Zegras | 750,000 | 0.62 | 465,000 | | Daniel Goldstein | 630,000 | 0.62 | 390,600 | | James Fairweather | 345,000 | 0.62 | 213,900 | | Marc Lautenbach | 4,230,000 | 0.62 | 2,622,600 |

  102. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    The following table compares the actual pay-outs for cycles ending in 2023 and 2022:

  103. Cash Incentive Units Objectives, Metrics and Funding for the Completed 2021-2023 Grant Cycle

    | Long-Term Incentive | 2023 Actual Unit Multiplier Value (2021 – 2023 CIU cycle) | 2022 Actual Unit Multiplier Value (2020 – 2022 CIU cycle) | Total Multiplier Change 2023 vs. 2022 | | Adjusted Earnings per Share | 0.27 | 0.17 | | | Adjusted Free Cash Flow | 0.35 | 0.40 | | | TSR Modifier Adjustment | 0.00 | 0.14 | | | Total Multiplier/Pay-out Value | 0.62 | 0.71 | | | Downward Adjustment | n/a | (0.07) | | | Total Multiplier/Pay-out Value | 0.62 | 0.64 | (0.02) |

  104. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units An annual grant of performance-based RSUs was made during the first quarter of 2023. Performance-based RSUs both support our executives taking a long-term view on Company success and serve as a significant retention tool. Performance-based RSUs generally vest in three equal installments over a three-year period, subject to continued employment on each applicable vesting date. If the performance threshold for an applicable year is not achieved, the performance-based RSUs granted in that year are forfeited. For the 2023 performance-based RSU awards, the Committee changed the performance objective from Income from Continuing Operations to an Adjusted Margin objective, which aligned with the strategic goal of increasing profitable revenue growth. In order for the 2023 performance-based RSUs to vest, the Company had to achieve a threshold target of 1.5% in Adjusted Margin, excluding certain special events (see “Treatment of Special Events” beginning on page 74 of this Proxy Statement). Actual 2023 Adjusted Margin, excluding certain special events, was 5.3% which exceeded the threshold target, resulting in the vesting of the 2023 performance-based RSU grant for all NEOs.

  105. Performance-Based Restricted Stock Units

    | Update for 2024: | | In 2024, a majority of the equity portion of the LTI grant for our executive officers will consist of Performance Stock Units that will vest based 100% on financial measures with a 3-year TSR modifier (similar to the structure of our Cash Incentive Units described starting on page 65 of this Proxy Statement). |

  106. Other Benefits

    | • | Certain executives with performance or time-based RSUs and PSUs who are subject to the executive stock ownership policy may elect to defer settlement of their awards until termination or retirement. Executives who choose deferral receive dividend equivalents after the award vests, which are also deferred until the award is settled. |

  107. Independent Compensation Consultant

    Independent Compensation Consultant The Committee retains Pay Governance as its independent compensation consultant and considers advice and information provided by Pay Governance in determining the compensation paid to NEOs and in making its recommendation to the independent members of the Board regarding CEO pay. The consultant regularly attends the Committee meetings and advises on a range of compensation-related matters, including peer group composition, plan design, and competitive pay practices. The consultant does not perform other services for the Company. We incurred $150,848 in Pay Governance fees for services performed for the Committee during 2023. The Committee considered the following six factors and determined there was no conflict in the engagement of Pay Governance and that Pay Governance is independent: (i) the provision of other services to the Company by Pay Governance; (ii) the amount of fees received from the Company by Pay Governance, as a percentage of the total revenue of Pay Governance; (iii) the policies and procedures of Pay Governance that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pay Governance consultants with a member of the Committee; (v) any Company stock owned by the Pay Governance consultants; and (vi) any business or personal relationship of the Pay Governance consultants or Pay Governance with any of the Company’s executive officers. The Committee annually reviews the performance of Pay Governance and has the sole authority to hire and terminate its consultant. The Committee also reviews independence factors applicable to other consultants, including outside law firms and Willis Towers Watson, management’s compensation consultant.

  108. Determining Compensation — The Decision Process

    Determining Compensation — The Decision Process Generally, at the beginning of each year, our CEO, in consultation with senior management, recommends to the Committee financial objectives for the annual and long-term incentive plans based on the financial objectives set by the Board. For 2023, objectives were aligned with the 2023 Company budget. The Committee and the independent directors review the recommendations particularly with respect to the appropriateness and rigor of the objectives and approve the final annual and long-term objectives. After reviewing and evaluating data, as more fully discussed in the section titled “Assessing Competitive Practice” below, our CEO recommends compensation target levels for base pay, annual incentives, and long-term incentives, as well as total direct compensation in the aggregate for executive officers, including the NEOs other than the CEO. The Committee reviews management’s recommendations and determines the appropriate financial objectives, base salary and the target levels of annual and long-term incentive compensation. The Committee also recommends for approval by the independent Board members the base salary and annual and long-term incentive target levels for the CEO. Generally, at this time, the Committee also approves any changes to the compensation program for the coming year. At the end of each year, each NEO completes a self-assessment of his or her performance against his or her objectives. The CEO evaluates the performance of his executive officer direct reports in the first quarter of the following year and provides these evaluations to the Committee. The Committee recommends to the independent Board members an individual performance assessment for the CEO. The Committee reviews the financial accomplishments of the Company, taking into account predetermined objectives for the preceding year, and determines actual base salary increases as well as annual and long-term incentive compensation for the NEOs and recommends for approval by the independent Board members the compensation for the CEO. The actual pay-out levels for annual incentive compensation are based upon the Company’s performance against the predetermined financial objectives and other criteria, as discussed under “Annual Incentives” beginning on page 62 of this Proxy Statement. With respect to long-term incentive compensation, the Committee determines pay-out levels based on pre-determined financial objectives, and to the extent applicable, a relative TSR modifier, as discussed in further detail under “Long-term Incentives” beginning on page 64 of this Proxy Statement. The Committee also reviews tally sheets prepared by Human Resources to evaluate the individual components, the total mix of compensation, and the weighting of the components within the total compensation package of the executive officers. To evaluate whether each NEO’s compensation package is competitive with the marketplace, the Committee, and with respect to the CEO, the independent Board members, also review each executive’s total direct compensation against market data during the assessment process as more fully described in “Assessing Competitive Practice” below.

  109. Assessing Competitive Practice

    Assessing Competitive Practice To evaluate whether our executive compensation is competitive, the Committee annually compares each executive’s total direct compensation (base salary, annual incentive and long-term incentives) against market data from two independent reports, the Willis Towers Watson Regressed Compensation Report (Willis Towers Watson Report) and the Radford Global Compensation Database (Radford Database), with a view towards determining the optimal mix and level of compensation. The Committee also reviews the targets and actual pay-outs to evaluate ongoing compensation opportunity and competitiveness. Finally, the Committee’s independent compensation consultant reviews the data presented to the Committee and provides additional publicly available data from our peer group before the Committee establishes the target total direct compensation structure. The Committee sets compensation targets assuming achievement of specific incentive award performance objectives at target. The Willis Towers Watson data is regressed for corporate revenue of approximately $4.0 billion for corporate leaders and actual regressed revenue for business unit leaders for the business units they lead. The Willis Towers Watson Report is a sub-section of the US Compensation Data Bank General Industry Executive Database. The Radford Database is regressed for corporate revenue of approximately $3.0 - $5.0 billion for corporate leaders and bases its analysis on applicable revenue ranges as they pertain to various roles. The Radford Database is derived from global survey results across multiple industries. These reports assist the Committee in assessing the market competitiveness of executive officer compensation against external market data. This market data provides important reference points for the Committee but is not the sole basis for determining appropriate compensation design, compensation targets, or individual pay levels. Use of comparative industry data and outside surveys only serves to indicate to the Committee whether those decisions are in line with our peer group and the industry in general. The Committee believes the comparative industry data used from the Willis Towers Watson Report, the Radford Database, and the peer group are consistent with our compensation philosophy. Compensation targets and individual pay levels may vary from the median for various reasons, including:

  110. Peer Group for Assessing Compensation of NEOs

    Peer Group for Assessing Compensation of NEOs In 2022, as part of its annual process the Committee assessed the peer group used for comparing NEO peer median pay levels and conducting pay practice reviews (the TSR modifier used in the payout of CIUs granted since 2022 utilize the S&P 1000; see “Cash Incentive Units (CIUs)” starting on page 65 of this Proxy Statement for more discussion related to the TSR modifier). We use a peer group of companies similar in size and/or complexity to evaluate the competitiveness of our executive compensation as we do not have a single completely overlapping competitor due to the unique mix of our business. Effective January 1, 2023, the Committee added GXO Logistics to the peer group to provide greater industry focus, particularly to align with the logistics industry and services.

  111. Peer Group for Assessing Compensation of NEOs

    | Update for 2024 | | In 2023, the Committee reviewed the peer group and effective January 1, 2024, the peer group was changed to eliminate companies with outsized market capitalizations relative to the market capitalization of Pitney Bowes. As a result of the peer group review, the Committee approved the removal from the peer group of Fiserv, Inc., Fidelity National Information Services, Inc., and W.W. Grainger, Inc. |

  112. Peer Group as of December 31, 2023(1)

    Peer Group as of December 31, 2023(1)

  113. Peer Group as of December 31, 2023(1)

    | Company Name | 12/31/2023 Revenue ($ millions) | 12/31/2023 Market Capitalization ($ millions) | Total Stockholder Return | | | | | | | 1-Year | 3-Year | 5-Year | | ACCO Brands Corporation | $1,833 | $577 | +15% | -6% | +2% | | Avery Dennison Corporation | $8,364 | $16,280 | +14% | +11% | +20% | | Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation) | $3,060 | $1,625 | -10% | -16% | -21% | | Cimpress plc | $3,080 | $2,129 | +190% | -3% | -5% | | Deluxe Corporation | $2,192 | $937 | +35% | -5% | -7% | | Diebold, Incorporated | $3,693 | $1,088 | - | - | - | | Etsy, Inc. | $2,748 | $9,705 | -32% | -23% | +11% | | Fidelity National Information Services, Inc. | $9,821 | $35,590 | -8% | -23% | -8% | | Fiserv, Inc. | $19,093 | $79,729 | +31% | +5% | +13% | | GXO Logistics | $9,778 | $7,275 | +43% | - | - | | Hub Group, Inc. | $4,203 | $2,921 | +16% | +17% | +20% | | NCR Voyix Corporation | $7,903 | $2,388 | +18% | -10% | +4% | | Beyond, Inc. (formerly Overstock.com, Inc.) | $1,561 | $1,254 | +43% | -17% | +15% | | Rockwell Automation Inc. | $9,058 | $35,575 | +23% | +9% | +18% | | Ryder System, Inc. | $11,783 | $5,100 | +42% | +27% | +23% | | Schneider National, Inc. | $5,499 | $4,491 | +10% | +9% | +10% | | The Western Union Company | $4,357 | $4,343 | -6% | -13% | -2% | | W.W. Grainger, Inc. | $16,478 | $41,131 | +51% | +28% | +26% | | Xerox Holdings Corporation | $6,886 | $2,253 | +34% | -2% | +4% | | 25th Percentile | $3,070 | $1,877 | +11% | -13% | -2% | | Median | $5,499 | $4,343 | +20% | -3% | +10% | | 75th Percentile | $9,418 | $12,993 | +40% | +9% | +18% |

  114. Peer Group as of December 31, 2023(1)

    | Pitney Bowes Inc. | $3,266 | $776 | +22% | -7% | -1% | | PBI Percentile Rank | 29% | 3% | 52% | 37% | 26% |

  115. Peer Group as of December 31, 2023(1)

    Source: S&P Capital I.Q.

  116. Peer Group as of December 31, 2023(1)

    | (1) Peer group as of December 31, 2023 used for reviewing NEO peer median pay levels and conducting pay practice reviews. Also note, the calculation of the 2021-2023 TSR modifier excludes newly added companies in effect as of January 1, 2022 and January 1, 2023 as well as Stamps.com Inc., Echo Global Logistics, Inc., and R.R. Donnelley & Sons Company given their privatization. |

  117. Peer Group as of December 31, 2023(1)

    Pay Governance and the Committee design our peer group so the Committee can analyze compensation packages, including compensation mix and other benefits, relative to the competitive market to attract and retain the talent and skills required to lead our business. Our peer group consists of industrial, technology, logistics, and consumer discretionary companies. When evaluating the appropriateness of the peer group, the Committee considers factors such as revenue, market capitalization, and complexity of the business to strike a reasonable balance in terms of Company size and an adequate number of peers. The Committee also considers any feedback received from stockholders.

  118. No Pledging, Hedging and Other Short-Term Speculative Trading

    No Pledging, Hedging and Other Short-Term Speculative Trading We have policies prohibiting both the pledging and hedging of our stock. Neither the Board nor management-level employees may pledge or transfer for value Pitney Bowes securities, engage in short-term speculative (“in and out”) trading in Pitney Bowes securities, or participate in hedging and other derivative transactions, including short sales, “put” or “call” options, swaps, collars or similar derivative transactions, with respect to Pitney Bowes securities (other than transactions in employee stock options).

  119. Change of Control

    Change of Control We believe that the cash payments and benefit levels available to our executives in connection with a Change of Control transaction are consistent with current market practice for companies of our size. Our Change of Control arrangements are intended to encourage those executives most closely connected to a potential Change of Control to act more objectively, and therefore, in the best interests of our stockholders, despite such a transaction possibly resulting in the executives’ termination of employment. Our Change of Control protections also encourage executives to remain with the Company until the completion of the transaction to enable a successful transition. Payments of equity awards and Change of Control-enhanced severance occur only when an employee is terminated without cause or when an employee voluntarily terminates for good reason (such as a reduction in position, pay or other constructive termination event) within two years following a Change of Control (a “double trigger” payment mechanism). The Change of Control, by itself, does not cause severance payments or accelerated vesting of equity awards (i.e., we do not provide “single trigger” Change of Control protections). The Company does not gross up our executives for any excise tax imposed on Change of Control payments. A Change of Control is generally defined as (i) an acquisition of 30% or more of our Common Stock, or 30% or more of the combined voting power of our voting securities by an individual, entity or group, (ii) replacement of a majority of the Board other than as approved by the incumbent Board, (iii) as a result of a reorganization, merger, consolidation or sale, more than 50% of our Common Stock and voting power changes hands, or (iv) approval by stockholders of a liquidation or dissolution of the Company. We believe our Change of Control arrangements support our overall compensation objectives because they are aligned with our goal of providing a compensation package sufficiently competitive to attract and retain talent and align with stockholder interests. With the double trigger payment mechanism applicable to both equity and cash awards and the lack of any gross-up, we believe the Change of Control arrangements incorporate best practices from a corporate governance perspective.

  120. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  121. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Jason Dies(1) Interim Chief Executive Officer | 2023 | 875,000 | 180,000 | 769,893 | - | 786,000 | - | 101,898 | 2,712,791 | | | 2022 | 765,000 | - | 508,156 | - | 788,064 | - | 90,937 | 2,152,157 | | | 2021 | 765,577 | - | 248,273 | 259,998 | 370,260 | - | 90,386 | 1,734,493 | | Ana Chadwick Executive Vice President and Chief Financial Officer | 2023 | 607,148 | - | 457,762 | - | 675,822 | - | 67,761 | 1,808,493 | | | 2022 | 589,530 | - | 460,285 | - | 223,634 | - | 68,037 | 1,341,486 | | | 2021 | 532,981 | 500,000 | 716,202 | 249,999 | 256,951 | - | 13,315 | 2,269,448 | | Gregg Zegras Executive Vice President and President, Global Ecommerce | 2023 | 786,458 | - | 457,762 | - | 760,834 | - | 77,899 | 2,082,953 | | | 2022 | 575,176 | - | 460,285 | - | 275,789 | - | 46,391 | 1,357,641 | | | 2021 | 561,423 | 125,000 | 238,727 | 249,999 | 321,024 | - | 56,242 | 1,552,415 | | Daniel J. Goldstein Executive Vice President, Chief Legal Officer and Corporate Secretary | 2023 | 605,406 | - | 457,762 | - | 600,817 | 21,424 | 56,097 | 1,741,506 | | | 2022 | 587,839 | - | 460,285 | - | 455,244 | 0 | 53,542 | 1,556,910 | | | 2021 | 573,783 | - | 200,527 | 210,002 | 208,126 | 0 | 53,576 | 1,246,014 | | James Fairweather Executive Vice President and Chief Innovation Officer | 2023 | 585,281 | - | 585,937 | - | 366,322 | 1,899 | 63,224 | 1,602,663 | | | 2022 | 562,922 | - | 478,695 | - | 315,285 | 0 | 61,908 | 1,418,810 | | | 2021 | 520,592 | - | 768,695 | - | 248,233 | 0 | 58,387 | 1,595,907 | | Marc B. Lautenbach Former President and Chief Executive Officer | 2023 | 750,000 | - | 2,581,782 | - | 3,157,688 | - | 776,768 | 7,266,238 | | | 2022 | 1,000,000 | - | 2,596,008 | - | 3,274,800 | - | 153,152 | 7,023,960 | | | 2021 | 1,003,846 | - | 1,346,417 | 1,409,999 | 998,250 | - | 155,427 | 4,913,938 |

  122. 2023 SUMMARY COMPENSATION TABLE

    | (1) Prior to his appointment as Interim Chief Executive Officer in October 2023, Mr. Dies was employed as the Executive Vice President and Group Executive. |

  123. 2023 SUMMARY COMPENSATION TABLE

    | (2) This column includes the value of stock awards granted to NEOs during 2023, 2022, and 2021 based upon its grant date fair value, as determined under SEC guidance and assuming achievement of the applicable performance conditions on the grant date with respect to performance-based RSU awards. Performance-based RSUs were the only stock awards granted to the NEOs in 2023. Because the performance-based RSUs only have one pay-out level, there is no grant date fair value below or in excess of the amount reflected in the table above for the NEOs that could be calculated and disclosed based on achievement of the underlying performance condition. Details regarding the grants of performance-based RSUs can be found in the “Grants of Plan-Based Awards In 2023” table on page 77 of this Proxy Statement, and details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table on page 78 of this Proxy Statement. For additional information on performance-based and time-based Restricted Stock Units, please see “Compensation Discussion and Analysis” (CD&A) starting on page 53 of this Proxy Statement. |

  124. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Lautenbach, 2023 includes the grant date fair value of 643,836 performance-based RSUs granted in early 2023 that were subsequently forfeited at the time of his involuntary termination. |

  125. 2023 SUMMARY COMPENSATION TABLE

    | Additionally, the Company did not attain the 2022 threshold objective for adjusted income from continuing operations resulting in the forfeiture of the performance-based Restricted Stock Units granted in 2022. |

  126. 2023 SUMMARY COMPENSATION TABLE

    | (3) This column includes the grant date fair value of stock options awarded to NEOs as computed in accordance with FASB ASC Topic 718. For accounting purposes, we use the Black-Scholes option pricing model to calculate the grant date fair value of stock options. Stock options |

  127. 2023 SUMMARY COMPENSATION TABLE

    were not granted to the NEOs in 2022 or 2023. Details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table.

  128. 2023 SUMMARY COMPENSATION TABLE

    | (4) This column includes annual incentive compensation earned in the applicable year by the NEO. The 2023 awards for NEOs other than Mr. Lautenbach were based on the actual achievement of financial objectives and continued employment through December 31, 2023. The 2023 award for Mr. Lautenbach (as defined in the KEIP) was prorated based on his last day of employment and this prorated amount was based on actual achievement of financial objectives. |

  129. 2023 SUMMARY COMPENSATION TABLE

    | This column also includes CIU pay-outs earned over the three-year performance cycle ending in each year for applicable NEOs. CIU pay-outs are subject to the maximum that may be awarded to a single participant in any one calendar year. |

  130. 2023 SUMMARY COMPENSATION TABLE

    | The 2023 annual incentive and 2021-2023 CIU award pay-out amounts in this column are: annual incentive of $302,400 and CIU of $483,600 for Mr. Dies; annual incentive of $210,822 and CIU of $465,000 for Ms. Chadwick; annual incentive of $295,834 and CIU of $465,000 for Mr. Zegras; annual incentive of $210,217 and CIU of $390,600 for Mr. Goldstein; annual incentive of $152,422 and CIU of $213,900 for Mr. Fairweather; annual incentive of $535,088 and CIU of $2,622,600 for Mr. Lautenbach. |

  131. 2023 SUMMARY COMPENSATION TABLE

    | (5) This column shows the change in the actuarial present value of the accumulated pension benefit for the participating NEOs in the applicable year. Mr. Goldstein and Mr. Fairweather are the only pension eligible NEOs and are fully vested in their pension benefit. Both the qualified Pension Plan and nonqualified Pension Restoration Plan were frozen to all participants on December 31, 2014. For purposes of computing the amounts in the table above, negative values were reflected at $0 for 2021 and 2022. |

  132. 2023 SUMMARY COMPENSATION TABLE

    | (6) Amounts shown for 2023 include all other compensation received by the NEOs that is not reported elsewhere. Our executives are eligible to receive an executive physical with reimbursement up to $2,400. Due to healthcare privacy reasons, we’ve assigned the same value to each of the NEOs regardless of whether the NEO used the benefit. |

  133. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Dies, this includes a Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $37,985 and 2% core contribution of $18,993 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $14,795; the Company’s actual cost of spousal travel, $6,834; and group basic life insurance premiums for coverage provided by the Company. |

  134. 2023 SUMMARY COMPENSATION TABLE

    | For Ms. Chadwick, this includes a Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $20,004 and 2% core contribution of $10,002 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $14,795; and group basic life insurance premiums for coverage provided by the Company. |

  135. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Zegras, this includes a Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $26,558 and 2% core contribution of $13,279 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $14,795; and group basic life insurance premiums for coverage provided by the Company. |

  136. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Goldstein, this includes a Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $16,800 and 2% core contribution of $8,839 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $7,500; and group basic life insurance premiums for coverage provided by the Company. |

  137. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Fairweather, this includes a Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $16,652 and 2% core contribution of $8,326 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $14,795; the Company’s actual cost of spousal travel, $517; and group basic life insurance premiums for coverage provided by the Company. |

  138. 2023 SUMMARY COMPENSATION TABLE

    | For Mr. Lautenbach, this includes a Severance pay of $662,500; Company match of $13,200 and 2% core contribution of $6,600 to the Pitney Bowes 401(k) Plan; Company match of $48,038 and 2% core contribution of $24,019 to the Pitney Bowes 401(k) Restoration Plan earned in 2023; financial counseling in the amount of $14,795; the Company’s actual cost of spousal travel, $3,969; and group basic life insurance premiums for coverage provided by the Company. |

  139. 2023 SUMMARY COMPENSATION TABLE

    | (7) When the 2020 long term compensation awards were issued, we replaced PSUs with cash settled CIUs. Under SEC disclosure rules, stock awards are required to be included in the Summary Compensation Table in the year granted, while CIU awards are included at the end of the performance period when actually earned. This means Stock Awards and Total Compensation appear significantly higher for 2023 and 2022 when compared to 2021 because CIU awards are not included in the Summary Compensation Table until actually earned, and 2022 represented the first year that CIU pay-outs were included in the Summary Compensation Table for NEOs other than Mr. Zegras and Mr. Fairweather, who had a CIU pay-out in 2021. This difference results from different disclosure rules on timing for different kinds of awards, and not on their value, and should normalize over time. |

  140. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  141. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | Estimated Future Pay-outs Under Non-Equity Incentive Plan Awards | | | Estimated Future Pay-outs Under Equity Incentive Plan Awards | | | 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 ($) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jason Dies | | | | | | | | | | | | | Annual Incentive(2) | | 105,000 | 700,000 | 1,120,000 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 47,520 | 960,000 | 1,920,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 146,119 | | | | | 585,937 | | Special Performance-Based RSUs(5) | 10/2/2023 | | | | | 57,307 | | | | | 183,955 | | Ana Chadwick | | | | | | | | | | | | | Annual Incentive(2) | | 73,202 | 488,014 | 780,823 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 37,125 | 750,000 | 1,500,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 114,155 | | | | | 457,762 | | Gregg Zegras | | | | | | | | | | | | | Annual Incentive(2) | | 102,720 | 684,800 | 1,095,680 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 37,125 | 750,000 | 1,500,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 114,155 | | | | | 457,762 | | Daniel J. Goldstein | | | | | | | | | | | | | Annual Incentive(2) | | 72,992 | 486,614 | 778,583 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 37,125 | 750,000 | 1,500,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 114,155 | | | | | 457,762 | | James Fairweather | | | | | | | | | | | | | Annual Incentive(2) | | 52,924 | 352,829 | 564,526 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 47,520 | 960,000 | 1,920,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 146,119 | | | | | 585,937 | | Marc B. Lautenbach | | | | | | | | | | | | | Annual Incentive(2) | | 247,500 | 1,650,000 | 2,640,000 | | | | | | | | | Cash Incentive Units(3) | 2/14/2023 | 209,385 | 4,230,000 | 8,460,000 | | | | | | | | | Performance-Based RSUs(4) | 2/14/2023 | | | | | 643,836 | | | | | 2,581,782 |

  142. GRANTS OF PLAN-BASED AWARDS IN 2023

    The Grants of Plan-Based Awards in 2023 table reflects the potential threshold, target and maximum award pay-outs for annual incentive, CIUs, and performance-based RSUs.

  143. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) The amounts in this column represent the grant date fair values of performance-based RSUs. The fair values are calculated in accordance with SEC guidance based on the probable outcome of the applicable performance condition on the grant date and reflect an adjustment for the exclusion of dividend equivalents during the vesting period. The performance-based RSUs have a fair value of $4.01 and the special performance-based RSU for Mr. Dies has a fair value of $3.21. No time-based RSUs or NSOs were granted to NEOs in 2023. |

  144. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) Values in this row represent the threshold, target, and maximum pay-outs for the 2023 annual incentive award. The maximum pay-out a NEO could receive for annual incentive awards is 150% of target under the approved 2023 PBIP objectives plus the potential for up to 10 additional percentage points from the approved 2023 strategic modifier objectives. The maximum pay-out a NEO could receive for annual incentive awards under the KEIP in any fiscal year is $5,000,000. The Committee may apply negative discretion to reduce annual awards based on factors considered relevant by the Committee, including financial enterprise, business unit and/or individual performance. |

  145. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) Values in this row represent the threshold, target, and maximum pay-outs for the 2023-2025 CIU cycle. The maximum pay-out a NEO could receive for long-term incentive awards is 200% of target under the approved 2023 CIU objectives. The maximum pay-out a NEO could receive for long-term incentive awards under the KEIP in any fiscal year is $15,000,000. The Committee may apply negative discretion to reduce long-term awards based on factors considered relevant by the Committee, including financial enterprise, business unit, and/or individual performance. The target value of each CIU is $1.00 per unit. |

  146. GRANTS OF PLAN-BASED AWARDS IN 2023

    Mr. Lautenbach’s CIU award granted in 2023 was forfeited upon his involuntary termination as it had not been outstanding for at least one year.

  147. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) The number of shares subject to the performance-based RSUs was based on the 10-trading day average closing price of $4.38 prior to and including the February 14, 2023 grant date. The financial performance hurdle was met as of December 31, 2023, however, the award remains subject to forfeiture over the remaining vesting period. This award is scheduled to vest on a pro-rata basis over a three-year period ending February 24, 2026. |

  148. GRANTS OF PLAN-BASED AWARDS IN 2023

    Mr. Lautenbach’s RSU award granted in 2023 was forfeited upon his involuntary termination as it had not been outstanding for at least one year.

  149. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (5) Special performance-based RSUs were granted based on the actual closing price of $3.49 on the October 2, 2023 grant date. The closing price is utilized to determine the number of RSUs to be awarded. This award will vest on the same schedule as the performance-based RSUs granted February 14, 2023 (three equal annual installments beginning with the fourth Tuesday in February 2024). |

  150. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table provides information on the NEOs’ current option and stock award holdings. This table includes unexercised or unvested option awards, and unvested performance and time-based RSUs. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown following this table.(1) For additional information about the option and stock awards, please see the description of equity incentive compensation under “Compensation Discussion and Analysis” (CD&A) on page 53 of this Proxy Statement.

  151. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Jason Dies | 2/8/2016 | 17,668 | 0 | 16.820 | 2/7/2026 | - | - | | | 2/6/2017 | 54,688 | 0 | 13.160 | 2/5/2027 | - | - | | | 2/5/2018 | 80,972 | 0 | 12.640 | 2/4/2028 | - | - | | | 2/5/2019 | 100,503 | 0 | 6.600 | 2/4/2029 | - | - | | | 2/4/2020 | 257,426 | 0 | 3.980 | 2/3/2030 | - | - | | | 3/3/2021 | 37,356 | 18,678 | 8.640 | 3/2/2031 | - | - | | | 3/3/2021 | - | - | - | - | 9,771 | 42,992 | | | 2/14/2023 | - | - | - | - | 146,119 | 642,924 | | | 10/2/2023 | - | - | - | - | 57,307 | 252,151 | | Ana Chadwick | 2/16/2021 | - | - | - | - | 18,769 | 82,584 | | | 3/3/2021 | 35,919 | 17,960 | 8.640 | 3/2/2031 | - | - | | | 3/3/2021 | - | - | - | - | 9,395 | 41,338 | | | 2/14/2023 | - | - | - | - | 114,155 | 502,282 | | Gregg Zegras | 2/8/2016 | 8,834 | 0 | 16.820 | 2/7/2026 | - | - | | | 2/6/2017 | 27,344 | 0 | 13.160 | 2/5/2027 | - | - | | | 12/26/2018 | 75,000 | 0 | 5.990 | 12/25/2028 | - | - | | | 3/3/2021 | 35,919 | 17,960 | 8.640 | 3/2/2031 | - | - | | | 3/3/2021 | - | - | - | - | 9,395 | 41,338 | | | 2/14/2023 | - | - | - | - | 114,155 | 502,282 | | Daniel J. Goldstein | 2/8/2016 | 47,703 | 0 | 16.820 | 2/7/2026 | - | - | | | 2/6/2017 | 67,500 | 0 | 13.160 | 2/5/2027 | - | - | | | 2/5/2018 | 54,656 | 0 | 12.640 | 2/4/2028 | - | - | | | 2/5/2019 | 75,377 | 0 | 6.600 | 2/4/2029 | - | - | | | 2/4/2020 | 148,515 | 0 | 3.980 | 2/3/2030 | - | - | | | 3/3/2021 | 30,173 | 15,086 | 8.640 | 3/2/2031 | - | - | | | 3/3/2021 | - | - | - | - | 7,892 | 34,725 | | | 2/14/2023 | - | - | - | - | 114,155 | 502,282 | | James Fairweather | 2/8/2016 | 17,668 | 0 | 16.820 | 2/7/2026 | - | - | | | 2/6/2017 | 54,688 | 0 | 13.160 | 2/5/2027 | - | - | | | 12/26/2018 | 75,000 | 0 | 5.990 | 12/25/2028 | - | - | | | 3/3/2021 | - | - | - | - | 30,252 | 133,109 | | | 2/14/2023 | - | - | - | - | 146,119 | 642,924 | | Marc B. Lautenbach | 2/8/2016 | 388,693 | 0 | 16.820 | 2/7/2026 | - | - | | | 2/6/2017 | 550,000 | 0 | 13.160 | 2/5/2027 | - | - | | | 2/5/2018 | 526,316 | 0 | 12.640 | 2/4/2028 | - | - | | | 2/4/2020 | 1,287,129 | 0 | 3.980 | 2/3/2030 | - | - | | | 3/3/2021 | 303,879 | 0 | 8.640 | 3/2/2031 | - | - |

  152. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) NSOs and Stock Awards Vesting Schedule |

  153. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Grant Date | Award Type | Vesting Schedule | | 2/16/2021 | Time-based RSU | Three year vesting; one-third remains unvested; final tranche vests on February 16, 2024 | | 3/3/2021 | NSO | Three year vesting; one-third remains unvested; final tranche vests on March 12, 2024 | | 3/3/2021 | Performance-based RSU / Time-based RSU | Three year vesting; one-third remains unvested; vests on March 12, 2024 | | 2/14/2023 | Performance-based RSU | Three year vesting; 100% remain unvested; one-third vests on February 27, 2024, one-third vests on February 25, 2025, and one-third vests on February 24, 2026. | | 10/2/2023 | Performance-based RSU | 100% remain unvested; one-third vests on February 27, 2024, one-third vests on February 25, 2025, and one-third vests on February 24, 2026. |

  154. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) These amounts were calculated based on the closing price of the Company’s Common Stock of $4.40 per share as of December 29, 2023, the last trading day of 2023. |

  155. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

  156. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jason Dies | - | - | 31,546 | 130,022 | | Ana Chadwick | - | - | 28,163 | 115,747 | | Gregg Zegras | - | - | 26,983(3) | 110,761 | | Daniel J. Goldstein | - | - | 20,454(4) | 83,658 | | James Fairweather | - | - | 77,152 | 315,216 | | Marc B. Lautenbach | - | - | 214,853(5) | 829,025 |

  157. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | (1) Performance-based RSUs granted in 2020 had a pro-rata vesting on February 14, 2023; performance-based RSUs granted in 2021 had a pro-rata vesting on March 14, 2023 and a vesting for outstanding shares as of October 1, 2023 for Mr. Lautenbach, who was retirement eligible at the time of his departure from the Company and therefore his third tranche fully vested as of the last day worked. Time-based special RSUs granted in 2021 had a pro-rata vesting on February 16, 2023. Figures reported include shares withheld to cover taxes. |

  158. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | (2) These values were determined based on the average of the high and low trading price of $4.26 on the February 14, 2023 vesting date; $4.255 on the February 16, 2023 vesting date; $3.82 on the March 14, 2023 vesting date; and $3.06 on September 29, 2023, the last trading day prior to the October 1, 2023 vesting date. |

  159. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | (3) The figures reported for Mr. Zegras also include 9,111 deferred shares from the 2021 RSU grant; all of which are also reflected in the Nonqualified Deferred Compensation Table as 2023 contributions. The receipt of these has been deferred until six months following Mr. Zegras’ termination or retirement from the Company. |

  160. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | (4) The figures reported for Mr. Goldstein also include 11,199 deferred shares from the 2020 RSU grant; all of which are also reflected in the Nonqualified Deferred Compensation Table as 2023 contributions. The receipt of these has been deferred until six months following Mr. Goldstein’s termination or retirement from the Company. |

  161. OPTION EXERCISES AND STOCK VESTED DURING 2023 FISCAL YEAR

    | (5) The figures reported for Mr. Lautenbach also include 105,253 deferred shares from the 2020 RSU grant and 102,244 deferred shares from the 2021 RSU grant; all of which are also reflected in the Nonqualified Deferred Compensation Table as 2023 contributions. The receipt of these has been deferred until April 1, 2024, six months following termination or retirement from the Company. |

  162. Pension Benefits

    Pension Benefits The qualified Pension Plan and nonqualified Pension Restoration Plan were frozen for all participants by December 31, 2014. There are no further accruals under the qualified Pension Plan or the nonqualified Pension Restoration Plan, except as required by law. For additional information, please see discussion under “Other Indirect Compensation” on page 68 of this Proxy Statement. Mr. Goldstein and Mr. Fairweather are the only pension-eligible NEOs and are fully vested in their pension benefits. The following table provides information regarding the present value of accumulated pension benefits. It includes data regarding the Pitney Bowes Pension Plan and the Pension Restoration Plan. The Pitney Bowes Pension Plan is a broad-based tax-qualified plan under which employees hired prior to January 1, 2005 are generally eligible to retire with unreduced benefits at age 65. The Pension Restoration Plan is a nonqualified defined benefit plan, which provides benefits to employees who participate in the qualified Pension Plan with compensation greater than the applicable IRC compensation limit for the corresponding plan year, and to those employees who defer portions of their compensation under the DISP. The Pension Restoration Plan mirrors the formula in the qualified Pension Plan and does not provide above-market interest rates on deferred compensation. The amounts reported in the table below equal the present value of the accumulated benefit on December 31, 2023 under the Pitney Bowes pension plans determined based on years of service and covered earnings (as described below). The present value has been calculated based on benefits payable commencing upon the executive attaining age 65, and in an amount consistent with the assumptions as described in Note 13 to the consolidated financial statements included in the 2023 Form 10-K.

  163. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

  164. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Daniel J. Goldstein | Pitney Bowes Pension Plan | 8.92 | 155,744 | 0 | | | Pitney Bowes Pension Restoration Plan | 8.92 | 100,759 | 0 | | James Fairweather | Pitney Bowes Pension Plan | 13.75 | 135,966 | 0 | | | Pitney Bowes Pension Restoration Plan | 13.75 | 28,781 | 0 |

  165. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | (1) Mr. Goldstein and Mr. Fairweather are the only pension-eligible NEOs and are fully vested in their pension benefit. |

  166. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | (2) Material assumptions used to calculate the present value of accumulated benefits under the Pitney Bowes Pension Plan are detailed in note 13 to the financial statements included in the 2023 Form 10-K. These lump sum values are expressed as the greater of the Pension Equity Account and the Present Value of the Age 65 Accrued benefit using the PPA 417(e) Unisex Mortality table. |

  167. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    The material terms of the Pitney Bowes Pension Plan and Pension Restoration Plan are as follows:

  168. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | The Pitney Bowes Pension and Pension Restoration Plans apply only to U.S. employees hired prior to January 1, 2005 and were frozen for all participants effective December 31, 2014. |

  169. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | Normal retirement age is 65 with at least three years of service, while early retirement is allowed at age 55 with at least ten years of service. |

  170. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | The vesting period is three years. |

  171. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | Earnings include base salary, vacation, severance, before-tax plan contributions, annual incentives (paid and deferred), and certain bonuses. Earnings do not include CIU payments, NSOs, restricted stock, performance-based RSUs, time-based RSUs, PSUs, hiring bonuses, Company contributions to benefits, and expense reimbursements. |

  172. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | The formula to determine benefits is generally based on age, years of service, and final average of the five highest consecutive calendar year earnings. |

  173. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | The maximum benefit accrual under the Pitney Bowes Pension Restoration Plan is an amount equal to 16.5% multiplied by the participant’s final average earnings and further multiplied by the participant’s credited service. |

  174. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | Upon retirement, benefits are payable in a lump-sum or various annuity forms, including life annuity and 50% joint and survivor annuity. |

  175. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | The distribution alternatives under the Pitney Bowes Pension Restoration Plan are designed to comply with the requirements of IRC 409A of the Code. |

  176. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2023(1)

    | • | No extra years of credited service are provided and no above-market earnings are credited under the plan. |

  177. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

  178. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings/(Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Jason Dies | | | | | | | 401(k) Restoration Plan(1) | - | 49,816 | 33,159 | - | 230,764 | | Deferred Incentive Savings Plan(2) | 28,886 | - | 17,833 | - | 125,053 | | Deferred PSUs(3) | - | - | 1,327 | - | 9,733 | | Deferred RSUs(3) | - | - | 1,633 | - | 11,972 | | Dividend Equivalents(3) | 1,165 | - | 877 | - | 5,862 | | Ana Chadwick | | | | | | | 401(k) Restoration Plan(1) | - | 32,449 | 3,847 | - | 36,296 | | Deferred Incentive Savings Plan(2) | - | - | 1,214 | - | 5,835 | | Deferred PSUs(3) | - | - | - | - | - | | Deferred RSUs(3) | - | - | - | - | - | | Dividend Equivalents(3) | - | - | - | - | - | | Gregg Zegras | | | | | | | 401(k) Restoration Plan(1) | - | 10,821 | 33,152 | - | 223,525 | | Deferred Incentive Savings Plan(2) | 10,910 | - | 464 | - | 11,374 | | Deferred PSUs(3) | - | - | - | - | - | | Deferred RSUs(3) | 34,804 | - | 10,751 | - | 80,177 | | Dividend Equivalents(3) | 3,213 | - | 1,008 | - | 5,624 | | Daniel J. Goldstein | | | | | | | 401(k) Restoration Plan(1) | - | 24,606 | 56,546 | - | 448,779 | | Deferred Incentive Savings Plan(2) | - | - | 66,422 | - | 516,093 | | Deferred PSUs(3) | - | - | 45,023 | - | 330,172 | | Deferred RSUs(3) | 47,708 | - | 48,916 | - | 396,493 | | Dividend Equivalents(3) | 35,975 | - | 18,773 | - | 120,038 | | James Fairweather | | | | | | | 401(k) Restoration Plan(1) | - | 26,346 | 32,773 | - | 219,902 | | Deferred Incentive Savings Plan(2) | - | - | 8,048 | - | 123,856 | | Deferred PSUs(3) | - | - | - | - | - | | Deferred RSUs(3) | - | - | 6,034 | - | 44,251 | | Dividend Equivalents(3) | 2,400 | - | 1,860 | - | 12,465 | | Marc B. Lautenbach | | | | | | | 401(k) Restoration Plan(1) | - | 101,595 | 146,155 | - | 1,174,528 | | Deferred Incentive Savings Plan(2) | 37,125 | - | 64,824 | - | 480,627 | | Deferred PSUs(3) | - | - | 394,276 | - | 2,891,359 | | Deferred RSUs(3) | 800,182 | - | 681,199 | - | 5,081,208 | | Dividend Equivalents(3) | 382,332 | - | 190,185 | - | 1,207,994 |

  179. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | (1) In the Registrant Contributions in Last FY ($) column amounts shown are Company contributions to the Pitney Bowes 401(k) Restoration Plan earned in 2022 and credited under the 401(k) Restoration Plan in 2023. |

  180. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Earnings/(Loss) in Last FY ($) column amounts shown are the respective earnings or losses in the Pitney Bowes 401(k) Restoration Plan. These earnings or losses are not included in the Summary Compensation Table. |

  181. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Balance at Last FYE ($) column, the aggregate balance for the 401(k) Restoration Plan includes amounts previously reported as compensation in the Summary Compensation Table as follows: $133,244 for Mr. Dies; $77,231 for Mr. Zegras; $245,556 for Mr. Goldstein; $51,543 for Mr. Fairweather; and $728,418 for Mr. Lautenbach. |

  182. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | (2) In the Executive Contributions in Last FY ($) column, amounts represent the portion of the annual incentives earned in 2022 and paid in 2023 and deferred under the DISP. |

  183. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Earnings/(Loss) in Last FY ($) column, amounts shown are the respective earnings or losses in the Pitney Bowes DISP. These earnings or losses are not included in the Summary Compensation Table. |

  184. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Balance at Last FYE ($) column, the aggregate balance for the DISP includes amounts previously reported as compensation in the Summary Compensation Table as follows: $140,505 for Mr. Dies; $5,139 for Ms. Chadwick; $210,000 for Mr. Goldstein; and $393,071 for Mr. Lautenbach. |

  185. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | (3) In the Executive Contributions in Last FY column, the value of executive contributions is calculated by multiplying the number of deferred PSUs and RSUs that vested in 2023 by the average of the high and low trading price of a share of Common Stock on the vesting date, and deferred dividend equivalents by the closing price of a share of Common Stock on the dividend date. |

  186. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Earnings/(Loss) in Last FY ($) column amounts shown reflect increases and decreases in accordance with the Company stock price and the value of deferred units. |

  187. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | In the Aggregate Balance at Last FYE ($) column, the amounts shown are calculated by multiplying the total number of deferred PSUs, RSUs and dividend equivalents by the stock closing price of $4.40 on December 29, 2023, the last trading day of 2023. This column reflects the following units: 2,212 PSUs, 2,721 RSUs and 1,332 dividend equivalents for Mr. Dies; 18,222 RSUs and 1,278 dividend equivalents for Mr. Zegras; 75,039 PSUs, 90,112 RSUs and 27,281 dividend equivalents for Mr. Goldstein; 10,057 RSUs and 2,833 dividend equivalents for Mr. Fairweather; and 657,127 PSUs, 1,154,820 RSUs and 274,544 dividend equivalents for Mr. Lautenbach. Ms. Chadwick has no deferred PSUs or RSUs. |

  188. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    The material terms of the Pitney Bowes 401(k) Restoration Plan are as follows:

  189. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | The goal of this plan is generally to restore benefits that would have been provided under the qualified 401(k) Plan but for certain IRC limitations placed on tax-qualified 401(k) plans. |

  190. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | The vesting period is three years. |

  191. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | For purposes of determining benefits under the 401(k) Restoration Plan, earnings are defined in the same manner as the qualified 401(k) Plan. |

  192. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Participants need to contribute the allowable maximum pre-tax contributions to the 401(k) Plan to be eligible for any Company match in the 401(k) Restoration Plan. Once the pre-tax maximum is contributed by the participant into the qualified 401(k) Plan, the Company will match the same percentage of eligible compensation that the Participant defers under the 401(k) Plan and the DISP up to a maximum 4% of eligible compensation. |

  193. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | To the extent the participant has eligible earnings in excess of the IRC compensation limitation, the 2% core contribution is made into the 401(k) Restoration Plan. For additional information, please see discussion under “Other Indirect Compensation” on page 68 of this Proxy Statement. |

  194. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | As of December 31, 2023, all eligible NEOs are fully vested in their accounts with the exception of Ms. Chadwick, who will be fully vested after three years of service (as of January 29, 2024). |

  195. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | No above-market earnings are credited under the plan. |

  196. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Distributions from the 401(k) Restoration Plan are made based on elections submitted by NEOs and are compliant with IRC 409A. |

  197. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    The material terms of the DISP are as follows:

  198. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | The DISP allows “highly-compensated employees” to defer up to 100% of annual incentives and long-term cash incentives. Base salary deferral is permissible only for certain key employees. |

  199. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | No above-market earnings are credited under the plan. |

  200. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Distributions from the DISP are made based on elections submitted by NEOs and are compliant with IRC 409A. |

  201. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    Investment options for both the Pitney Bowes 401(k) Restoration Plan and the DISP are comparable to those offered under the qualified Pitney Bowes 401(k) Plan including a variety of publicly available bond funds, money market funds, equity funds, and blended funds. The material terms of the Pitney Bowes Executive Equity Deferral Plan:

  202. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Certain executives with performance or time-based RSUs and PSUs who are subject to the executive stock ownership policy may voluntarily elect to defer settlement of the awards until termination or retirement. |

  203. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Executives who choose deferral receive dividend equivalents after the award vests which are also deferred. |

  204. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2023

    | • | Distributions from the Executive Equity Deferral Plan are made based on elections submitted by NEOs and are compliant with IRC 409A. |

  205. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table reflects the amount of compensation that would become payable to each of the NEOs under existing arrangements if the hypothetical termination of employment events described had occurred on December 31, 2023, given the NEO’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. For purposes of valuing NSOs in the “Post-Termination Payments” tables, we assume that upon a Change of Control, all vested outstanding NSOs will be cashed out using the difference between the NSO exercise price and $4.40, the closing price of our Common Stock as of December 29, 2023, the last trading day of 2023. All payments are payable by the Company in a lump sum unless otherwise noted. The actual amounts that would be paid upon a NEO’s termination of employment can be determined only at the time of such executive’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported in the tables below. Factors that could affect these amounts include the timing during the year of any such event, our Company’s stock price and the executive’s age. In the event of termination of employment, the NEOs are entitled to receive the vested portion of their deferred compensation account. The account balances continue to be credited with increases or decreases reflecting changes in the value of the investment funds that are tracked until the valuation date as provided under the plan, and therefore amounts received by the NEOs will differ from those shown in the “Nonqualified Deferred Compensation Table for 2023” on page 82 of this Proxy Statement. For information on available types of distributions under the plans, please see the narrative accompanying the “Nonqualified Deferred Compensation Table for 2023” starting on page 82 of this Proxy Statement. The benefits described in the following table are in addition to benefits available regardless of the occurrence of such an event, such as currently vested and exercisable NSOs, and benefits generally available to salaried employees, such as distributions under the Company’s 401(k) Plan, subsidized retiree medical benefits, disability benefits, and accrued vacation pay. In addition, in connection with any actual termination of employment, the Committee, or in the case of the CEO, the independent Board members, may, if deemed appropriate, enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described in the tables below. Additional information regarding the consequences of retiree status is discussed in the following “Estimated Post-Termination Payments and Benefits” table and the footnotes in discussion related to the table.

  206. Early and Normal Retirement

    Early and Normal Retirement The U.S. Pitney Bowes Pension Plan allows for early retirement at age 55 with at least ten years of service, and normal retirement at age 65 with at least three years of service. The long-term incentive program defines retirement as at least age 60 with five or more years of service. For those who have not reached 60 years of age, early retirement is defined as at least age 55 with ten or more years of service. NEOs meeting the requirements for retirement are entitled to a prorated annual incentive award in addition to the following upon termination: NEOs at least 60 years of age with five or more years of service:

  207. Early and Normal Retirement

    | • | PSUs and CIUs which are outstanding for at least 12 months prior to separation, fully vest at the end of the performance period. Awards outstanding for less than 12 months are forfeited. |

  208. Early and Normal Retirement

    | • | NSOs and performance-based and time-based RSUs, which are outstanding for at least 12 months prior to separation, fully vest. NSOs remain exercisable for the duration of the term. Awards outstanding for less than 12 months are forfeited. |

  209. Early and Normal Retirement

    NEOs at least 55 years of age with ten or more years of service:

  210. Early and Normal Retirement

    | • | Prorated PSUs and CIUs based on full months of active service during the performance period vest at the end of the performance period. However, for NEOs at least 60 years of age with one or more CIU grants outstanding for at least 12 months fully vest, while those outstanding less than 12 months are forfeited; |

  211. Early and Normal Retirement

    | • | NSOs, performance-based and time-based RSUs outstanding for at least 12 months fully vest and NSOs remain exercisable for the duration of the term. Awards outstanding less than 12 months are forfeited. |

  212. CEO Pay Ratio

    CEO Pay Ratio Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K based on our payroll and employment records and the methodology described below. To identify the median employee, we reviewed our employee population as of October 2, 2023, excluding Mr. Dies, the Interim CEO, in accordance with SEC rules. The date used is a shift from our previous median employee selection date of October 1st, which was done to accommodate our October 2, 2023 CEO transition (as discussed in the CD&A above, we had more than one CEO during 2023, as Mr. Dies was appointed as our interim CEO, replacing Mr. Lautenbach). The consistently applied compensation measure used in the determination was annual base salary; for most of our employees, base salary is the primary or sole compensation component and provides an accurate depiction of total earnings. The 2023 annual total compensation of Mr. Dies was $2,712,791 as reported in the 2023 Summary Compensation Table in this Proxy Statement. The annual total compensation of our median employee in 2023 was $49,878. Therefore, the ratio of the annual total compensation of Mr. Dies to that of our median employee in 2023 was approximately 54 to 1.

  213. 2023 PAY VERSUS PERFORMANCE TABLE

    2023 PAY VERSUS PERFORMANCE TABLE The following table sets forth information regarding the Company’s performance and the “compensation actually paid” (CAP) to our NEOs, as calculated in accordance with SEC disclosure rules:

  214. 2023 PAY VERSUS PERFORMANCE TABLE

    | Year(1) | Summary Compensation Table Total for PEO(2) | | Compensation Actually Paid to PEO(3) | | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On:(4) | | | Net Income (in thousands) | Adjusted Earnings Before Interest and Taxes (in thousands)(5) | | | Jason Dies | Marc B. Lautenbach | Jason Dies | Marc B. Lautenbach | | | Total Shareholder Return | New Peer Group Total Shareholder Return | Old Peer Group Total Shareholder Return | | | | 2023 | $2,712,791 | $7,266,238 | $2,794,637 | $4,656,167 | $1,808,904 | $1,840,026 | $131 | $105 | n/a | $(385,627) | $171,595 | | 2022 | n/a | $7,023,960 | n/a | $777,215 | $1,617,341 | $678,613 | $107 | $88 | $88 | $36,940 | $153,780 | | 2021 | n/a | $4,913,938 | n/a | $6,871,285 | $1,599,173 | $1,747,398 | $177 | $113 | $111 | $(1,351) | $173,689 | | 2020 | n/a | $4,713,361 | n/a | $11,196,599 | $1,401,141 | $1,478,019 | $161 | $109 | $109 | $(180,376) | $213,584 |

  215. 2023 PAY VERSUS PERFORMANCE TABLE

    | (1) Jason Dies has served as Interim CEO and Principal Executive Officer (“PEO”) since October 2, 2023; prior to this date in 2023, and for the entirety of 2022, 2021, and 2020, Marc B. Lautenbach served as the PEO; our other NEOs for the applicable years were as follows: |

  216. 2023 PAY VERSUS PERFORMANCE TABLE

    - 2023: Ana Chadwick, Gregg Zegras, Daniel Goldstein, and James Fairweather - 2022: Ana Chadwick, Jason Dies, Daniel Goldstein, and James Fairweather - 2021: Ana Chadwick, Jason Dies, Gregg Zegras, James Fairweather, and Joseph Catapano - 2020: Jason Dies, Gregg Zegras, Daniel Goldstein, Joseph Catapano, and Stanley J. Sutula III

  217. 2023 PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Dies and Mr. Lautenbach and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs, other than Mr. Lautenbach and, for 2023 only, Mr. Dies. |

  218. 2023 PAY VERSUS PERFORMANCE TABLE

    When the 2020 long term compensation awards were issued, we replaced PSUs with cash settled CIUs. Under SEC disclosure rules, stock awards are required to be included in the Summary Compensation Table in the year granted, while CIU awards are included at the end of the performance period when actually earned. This means Stock Awards and Total Compensation appear significantly higher for 2022 when compared to 2020 and 2021 because CIU awards are not included in the Summary Compensation Table until actually earned, and 2022 represented the first year that CIU payouts were included in the Summary Compensation Table for NEOs other than Mr. Zegras and Mr. Fairweather, who had a CIU payout in the 2021 Summary Compensation Table. This difference results from different disclosure rules on timing for different kinds of awards, and not on their value, and should normalize over time.

  219. 2023 PAY VERSUS PERFORMANCE TABLE

    | (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments made to 2023 amounts for Mr. Dies, Mr. Lautenbach, and for the average compensation of the other NEOs is set forth following the footnotes to this table. |

  220. 2023 PAY VERSUS PERFORMANCE TABLE

    | (4) In accordance with SEC rules, this column represents the annual change in the value of a $100 investment in Pitney Bowes Inc. and the indicated peer group from December 31, 2019 to the end of the indicated fiscal year, assuming the reinvestment of dividends. |

  221. 2023 PAY VERSUS PERFORMANCE TABLE

    Historical stock price performance is not necessarily indicative of future stock price performance. Total return for the peer group is based on market capitalization, weighted for each year. In 2022, as part of its annual process, the Committee reviewed the peer group and approved changes effective January 1, 2023 for the purposes of receiving NEO peer median pay levels and conducting pay practice reviews, as described in the “Compensation Discussion and Analysis” starting on page 53 of this Proxy Statement. Our new peer group, as reported in our 2023 Form 10-K is comprised of: ACCO Brands Corporation; Avery Dennison Corporation; Beyond, Inc. (name change from Overstock.com); Bread Financial Holdings, Inc. (name change from Alliance Data Systems); Cimpress plc; Deluxe Corporation; Diebold Nixdorf, Incorporated (included from 8/14/23 when it emerged from bankruptcy); Etsy, Inc.; Fidelity National Information Services, Inc.; Fiserv, Inc.; GXO Logistics, Inc. (included from 7/22/21 when it began trading); Hub Group, Inc.; NCR Voyix Corporation (name change from NCR Corporation); Rockwell Automation, Inc.; Ryder System, Inc.; Schneider National, Inc.; The Western Union Company; W.W. Grainger, Inc.; and Xerox Holdings Corporation. Our old peer group, as was reported in our Annual Report on Form 10-K for the year ended December 31, 2022, was comprised of: ACCO Brands Corporation; Avery Dennison Corporation; Bread Financial Holdings, Inc.; Cimpress plc; Deluxe Corporation; Diebold Nixdorf, Incorporated; Etsy, Inc.; Fidelity National Information Services, Inc.; Fiserv, Inc.; Hub Group, Inc.; NCR Corporation; Overstock.com, Inc.; Rockwell Automation, Inc.; Ryder System, Inc.; Schneider National, Inc. (included from 4/6/17 when it began trading); The Western Union Company; W.W. Grainger, Inc.; and Xerox Holdings Corporation.

  222. 2023 PAY VERSUS PERFORMANCE TABLE

    | (5) Adjusted EBIT is a non-GAAP measure. For a reconciliation and additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 96 of this Proxy Statement. Adjusted EBIT is the Company selected measure due to the Company’s strategic focus on profitable revenue growth. The Company selected measure may change from year to year. |

  223. 2023 PAY VERSUS PERFORMANCE TABLE

    Reconciliation of Compensation Actually Paid Adjustments:

  224. 2023 PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total ($)(a) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) | Fair Value as of Prior Fiscal Year End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | | Jason Dies | | | | | | | | | | | 2023 | 2,712,791 | - | - | 769,893 | 829,978 | 10,708 | - | 11,053 | - | 2,794,637 | | | Marc B. Lautenbach | | | | | | | | | | | 2023 | 7,266,238 | - | - | 2,581,782 | 0 | 0 | - | (28,289) | - | 4,656,167 | | | Other NEOs (Average)(j) | | | | | | | | | | | 2023 | 1,808,904 | 5,831 | 0 | 489,806 | 498,356 | 16,992 | - | 11,411 | - | 1,840,026 |

  225. 2023 PAY VERSUS PERFORMANCE TABLE

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for 2023. With respect to the other NEOs, amounts shown represent averages. |

  226. 2023 PAY VERSUS PERFORMANCE TABLE

    | (b) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for 2023. |

  227. 2023 PAY VERSUS PERFORMANCE TABLE

    | (c) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during 2023, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  228. 2023 PAY VERSUS PERFORMANCE TABLE

    | (d) Represents the grant date fair value of the stock option and stock awards granted during 2023, computed in accordance with the methodology used for financial reporting purposes. |

  229. 2023 PAY VERSUS PERFORMANCE TABLE

    | (e) Represents the fair value as of December 31, 2023 of the outstanding and unvested option awards and stock awards granted during 2023, using year-end stock price, and otherwise computed in accordance with the methodology used for financial reporting purposes. |

  230. 2023 PAY VERSUS PERFORMANCE TABLE

    | (f) Represents the change in fair value during 2023 of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of December 31, 2023, using year-end stock price, and otherwise computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of December 31, 2023. |

  231. 2023 PAY VERSUS PERFORMANCE TABLE

    | (g) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during 2023, computed in accordance with the methodology used for financial reporting purposes. |

  232. 2023 PAY VERSUS PERFORMANCE TABLE

    | (h) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during 2023, using the average of the high and low stock price on the vesting date for RSUs and PSUs, and otherwise computed in accordance with the methodology used for financial reporting purposes. |

  233. 2023 PAY VERSUS PERFORMANCE TABLE

    | (i) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in 2023, using year-end stock price, and otherwise computed in accordance with the methodology used for financial reporting purposes. |

  234. 2023 PAY VERSUS PERFORMANCE TABLE

    | (j) See footnote 1 above for the NEOs included in the average for 2023. |

  235. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs Below is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Please see the CD&A for further information regarding how each of these measures is used in the Company’s executive compensation program.

  236. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Adjusted EBIT |

  237. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Adjusted EPS |

  238. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Adjusted FCF |

  239. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Revenue Growth |

  240. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Stock Price |

  241. 12. Administration

    | (c) Amendments. No amendment, modification or termination shall accelerate the payment date of any Award constituting nonqualified deferred compensation subject to the provisions of Section 409A of the Code, except to the extent permitted under Section 409A of the Code without the imposition of the additional tax provided for under Section 409A of the Code. |