DEF 14A of Pitney Bowes Inc /De/

Filed Mar 27, 2025 · FY20240001140361-25-010686

Open on EDGAR

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.
Board of Directors
Board of Directors Pitney Bowes is deeply committed to ensuring its Board of Directors is comprised of a strong and engaged set of directors, with a balanced mix of experience, skills, leadership expertise, and independent perspectives to execute the Company’s strategy and enhance value for stockholders.
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-executive members of the Board. The Governance Committee periodically reviews the director compensation policy and may consult with a compensation consultant, to be selected and retained by the Committee, to evaluate director pay. Components of this evaluation seek to ensure alignment with the role of the Board and time commitments required for strategic oversight of the company. The evaluation considers various Company-specific factors, including leadership changes, transformation periods, Board size, workload, and the time commitments of individual directors based on their responsibilities and roles. 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. Highlights of the Director Compensation Program:
Role of Governance Committee in Determining Director Compensation
| • | Cash component paid as an annual retainer |
Role of Governance Committee in Determining Director Compensation
| • | Leadership premiums paid to committee Chairs |
Role of Governance Committee in Determining Director Compensation
| • | Leadership premium paid to the Chair of the Board |
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 |
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 |
Effect of Strategic Transformation on 2024 Director Compensation
Effect of Strategic Transformation on 2024 Director Compensation The Board has been an integral part of the Pitney Bowes transformation and value creation for shareholders. As a result of the Board’s increased involvement, strategic guidance and oversight of management Pitney Bowes has made a number of key decisions, see Board Actions on page 14 of the proxy which sets out significant decisions that the Board has made in 2024. Over the course of 2024, the Board reduced its size from nine directors to seven Board members, including six non-executive directors and CEO, Lance Rosenzweig, as an executive member of the Board. For a period of time, the Board consisted of only five directors. The reduction in Board size was implemented to allow for nimble and efficient decision-making with a hands-on approach to strategic oversight. However, a smaller Board has necessitated increased involvement from each of the individual directors above and beyond their normal responsibilities, particularly the non-executive members of the VEC, specifically tasked with oversight of the Global Ecommerce exit and streamlining the remaining businesses. During this period, the directors saw an increased level of responsibility of Board and Committee meetings. There were 35 Board meetings and 23 Committee meetings in 2024. As a result, the compensation of our directors evolved in 2024 to reflect the transformation initiatives ongoing at Pitney Bowes. Given the increased responsibilities of Board members during this transformation period, for 2024, Director compensation included an additional cash payment for membership on the VEC and additional grants of restricted stock units, detailed below. Pitney Bowes engaged an external compensation consultant to ensure director compensation remains competitive and generally in line with the Company’s peer group.
Directors’ Fees
| | | Amount ** | | Role | | | | Non-Executive Chair of the Board | | $100,000 | | | | $100,000 RSUs | | Non-Executive Director (other than Non-Executive Chair) | | $75,000 | | | | $100,000 RSUs | | Committees | | | | (Chair compensation is in addition to membership compensation) | | | | Audit | Chair | $12,000 | | | Membership | $12,000 | | Compensation | Chair | $10,500 | | | Membership | $10,500 | | Governance | Chair | $9,000 | | | Membership | $9,000 |
Directors’ Fees
| ** Annual amount, paid in quarterly installments; pro-rated based on dates served. RSU values on day of grant. |
Directors’ Fees
| 2. | Long-Term Planning Committee: The compensation for members of the committee was $12,000. Each paid per annum and prorated for the period that the Long-Term Planning Committee was in existence. The Long-Term Planning Committee had been an ad hoc committee created to advise then-Interim CEO Jason Dies and to lead the CEO search process. Following the May 2024 Annual Meeting, the Board disbanded the Committee. Some of these responsibilities were assigned to the VEC. |
Stock under the Director’s Compensation Program
Stock under the Director’s Compensation Program Under the amended and restated Directors’ Stock Plan, 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 26 of this Proxy Statement disclosing security ownership of directors and executive officers include shares granted to the directors under the Directors’ Stock Plan.
Directors’ Equity Deferral Plan
Directors’ Equity Deferral Plan Directors may elect to defer all 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.
DIRECTOR COMPENSATION FOR 2024
DIRECTOR COMPENSATION FOR 2024
DIRECTOR COMPENSATION FOR 2024
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Milena Alberti-Perez | 177,513 | 425,000 | 0 | 602,513 | | Paul Evans | 18,885 | 52,329 | 0 | 71,214 | | Todd Everett | 152,247 | 425,000 | 0 | 577,247 | | Catherine Levene | 16,692 | 52,329 | 0 | 69,021 | | Julie Schoenfeld | 18,546 | 52,329 | 0 | 70,875 | | Kurt Wolf | 119,074 | 425,000 | 0 | 544,074 | | Former Directors | | | | | | Steven D. Brill(3) | 32,971 | 0 | 0 | 32,971 | | Katie May(3) | 43,298 | 0 | 0 | 43,298 | | Sheila A. Stamps(3) | 44,868 | 0 | 0 | 44,868 | | Mary J. Steele Guilfoile(3) | 71,385 | 0 | 0 | 71,385 | | William Simon(3) | 15,577 | 26,849 | 0 | 42,426 | | Jill Sutton(3) | 123,058 | 251,849 | 0 | 374,907 | | Darrell Thomas(3) | 37,681 | 0 | 0 | 37,681 |
DIRECTOR COMPENSATION FOR 2024
| (1) Ms. May, Ms. Stamps, and Ms. Steele Guilfoile received a one-time payment of $3,000 in the first quarter of 2024 representing a retainer for committee membership on the Long-Term Planning Committee beginning as of its formation on October 2, 2023 and ending December 31, 2023. |
DIRECTOR COMPENSATION FOR 2024
| (2) Represents the grant date fair value of restricted stock units granted to non-employee directors in 2024. Upon appointment, Mr. Simon and Ms. Sutton each received a partial grant of 6,470 restricted stock units, derived by dividing the prorated portion of the $100,000 award granted to non-employee directors in May 2023 by $4.15, the stock closing price on February 1, 2024. On May 6, 2024, each non-employee director received 18,904 restricted stock units, derived by dividing $100,000 by $5.29, the closing price of one share of common stock on May 6, 2024 on the New York Stock Exchange. Members of the Value Enhancement Committee received an additional 23,810 restricted stock units, derived by dividing $125,000 by the stock closing price on May 24, 2024. In connection with their appointment to the Board in October 2024, Mr. Evans, Ms. Levene, and Ms. Schoenfeld each received a prorated grant of 6,805 restricted stock units, derived by dividing a prorated portion of the $100,000 annual award by 7.69, the stock close price on the grant date of November 21, 2024. Members of the Value Enhancement Committee Ms. Alberti-Perez, Mr. Everett, and Mr. Wolf received an additional 26,008 restricted stock units on November 21, 2024, derived by dividing $200,000 by $7.69, the stock closing price on the date of grant. Neither restricted stock nor stock options were awarded to non-employee directors during 2024. See Note 20 “Stock-Based Compensation” in the Notes to our Consolidated Financial Statements included in our 2024 Form 10-K for the valuation assumptions used in determining the fair value of equity grants. Since the Company does not issue fractional shares, when dividing the award value by the stock closing price, the number of restricted stock units granted to non-employee directors is rounded to the nearest whole number. |
DIRECTOR COMPENSATION FOR 2024
| (3) Mr. Brill, Mr. Thomas, Ms. May, Ms. Stamps, and Ms. Guilfoile left the Board following the 2024 annual meeting of stockholders. Mr. Simon and Ms. Sutton resigned from the Board in April 2024 and October 2024, respectively. All outstanding restricted stock units unvested at the time of their resignations were forfeited: 6,470 units were forfeited by Mr. Simon, and 49,184 units by Ms. Sutton. |
DIRECTOR COMPENSATION FOR 2024
Relationships and Related-Person Transactions
Election of Directors
Election of Directors The Board currently has seven members, and all seven 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. All directors, except for Lance Rosenzweig as CEO, are independent under the Securities Exchange Act of 1934 and stock exchange listing rules. 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 2026 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 17, 2025, is set forth below. Other than Paul Evans, Catherine Levene, and Julie Schoenfeld (who were appointed to the Board in October 2024), each nominee for director has previously been elected by the Company’s stockholders. In accordance with our By-laws, in an uncontested election, a majority of the “votes cast” is required for the election of directors. Abstentions and broker non-votes will not be considered votes cast and therefore will have no effect on the outcome of the vote. Our Governance Principles provide that any nominee for director in this election who fails to receive a majority of the votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.
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
The Nominees
The Nominees
The Nominees
| Director since: 2023 | Milena Alberti-Perez | | | Former Chief Financial Officer of Getty Images, Inc., the world’s leading visual content company from January 2021 to January 2022. Prior to that, Ms. Alberti-Perez served as the Chief Financial Officer of MediaMath, a demand-side platform for programmatic marketing and advertising from January 2020 to December 2020. 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 U.S. CFO from 2015 until 2017. As a member of 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 for-profit and not-for-profit Boards, including serving currently on the Boards of National Public Radio and Jumpstart. (Also a director of Allurion Technologies, Inc. and formerly a director of Digimarc Corporation). | | | Ms. Alberti-Perez, age 51, has experience in executive roles and brings, financial expertise to the Board. |
The Nominees
| Director since: 2024 | Paul Evans | | | Former Chief Operating Officer, America’s Auto Auction Group, a private equity backed nationwide industry leading automotive remarketing company from January 2023 to October 2023 and Executive Consultant from April 2022 to December 2022. Prior to that, Mr. Evans served as Interim Chief Executive Officer at Hill International, Inc., a consulting construction firm, Chief Financial Officer of Sevan Multi-Site Solutions, a construction project management company, Chief Financial Officer at MYR Group, Inc., a public company providing electrical construction services, Chief Executive Officer at Conex Energy Corporation, a renewable energy company and Treasurer and Corporate Officer at NorthWestern Energy, Inc., a utility company and provider of electricity and natural gas. (Formerly director of Hill International, Inc. (formerly NYSE: HIL), and GameStop Corp. (NYSE: GME). | | | Mr. Evans, age 57, is a seasoned public company finance executive with experience overseeing successful financial initiatives and transformations. |
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 is also a member of WeShip Express, a private technology shipping company since September 2023. Mr. Everett previously served as a board member of ACI Logistix from 2020 until 2023, an advisor to 101 Commerce, Inc., a global e-commerce platform, from September 2018 until December 2019, and was Senior Vice President and Strategic Advisor, Commerce Services of the Company from March 2018 until 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 until February 2018, Chief Operating Officer and General Manager of Parcel and Fulfillment Services from 2014 until 2015, Senior Vice President of Operations from 2010 until 2013, and Director of Operations from 2005 until 2010. | | | Mr. Everett, age 51, brings C-Suite and executive leadership experience and expertise in ecommerce and logistics to the Board. |
The Nominees
| Director since: 2024 | Catherine Levene | | | Former President, Meredith Corporation’s National Media Group from 2019 until its acquisition by IAC’s (NASDAQ: IAC) Dotdash in 2021, where she was named the first female Officer of the Company. Ms. Levene previously served as Co-Founder and Chief Executive Officer of Artspace Marketplace, an online marketplace for discovering and buying art, from 2010 until it was sold to Phaidon, Inc. in 2014. In addition, Ms. Levene has held executive positions at The New York Times Company and DailyCandy (from 2007 until sold to Comcast in 2008). Ms. Levene has served as a director of several private companies and organizations, including , Rent the Runway, Inc., Ad.Net Inc., Business.com, Purch and TheFind. (Also a director of National Public Radio and Informa PLC, publicly traded on the London Stock Exchange). | | | Ms. Levene, age 55, brings her experience in Digital Innovation as well as Executive Leadership expertise |
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 62, brings to the Board C-Suite and executive leadership experience and expertise in finance, strategic planning, operations, technology and ecommerce. |
The Nominees
| Director since: 2024 | Julie Schoenfeld | | | Former Founder, President and CEO, Strobe, Inc., a technology company from 2014 until it was acquired by General Motors Co. subsidiary Cruise Automation in 2017. Mr. Schoenfeld recently served as Vice President, Strobe LiDAR at Cruise Automation, where she was responsible for Program Management of General Motors’ first fully autonomous vehicle. Previously, Ms. Schoenfeld served as President and CEO of Perfect Market, Inc., from 2007 until it was acquired by Taboola.com Ltd. in 2014, as well as Chief Executive Officer and Founder of OEwaves, Inc. from 2000 until 2007. Ms. Schoenfeld has significant experience on the Boards of both public and private companies, including Global Infrastructure Solutions Inc., OEwaves, Inc. Ms. Schoenfeld is a Fund Manager of the Caltech Seed Fund and Entrepreneur-in-Residence at Caltech. (Formerly director of Startek, Inc.) | | | Ms. Schoenfeld, age 67, brings to the Board over 30 years of experience as a founder and executive leader of technology companies. |
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 from 2007 until 2008, and as a co-Founding Partner at Lemhi Ventures from 2005 until 2007. 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 52, brings to the Board a strong background in strategy consulting and corporate strategy, and an investor perspective. |
The Nominees
Report of the Audit Committee
Principal Accountant Fees and Services
| (1) Compensation should be tied to performance and long-term stockholder return; |
Principal Accountant Fees and Services
| (4) Incentive compensation should reward both short-term and long-term performance; and |
Reasons for the Amendment
Reasons for the Amendment We ask our stockholders to support this proposal given its criticality to the successful execution of our strategy which will drive the creation of stockholder value. The Board also believes that expanded use of Amended 2024 Plan awards is consistent with the feedback from our stockholders and investors who support the use of equity instead of cash in our long-term incentive program. 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 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 Board believes that the 7,500,000 additional shares that would be available for issuance under the Amended 2024 Plan if this proposal were approved would provide 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 7,500,000 additional shares will provide us an opportunity to grant equity awards for approximately two to three years, due to the fungible plan design and expected LTI award mix, before we would need to seek stockholder approval of more shares. We encourage our stockholders to read the following sections which will provide important context to our request. The following highlights and summary of the Amended 2024 Plan is qualified in all respects by reference to Annex A.
Amended 2024 Plan Highlights
Amended 2024 Plan Highlights The Amended 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 Stock Options consisting of Nonqualified Stock Options (NSOs) and Incentive Stock Options (ISOs).
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; |
Provisions Designed to Protect Stockholder Interests
| • | Stock options and SARs cannot be granted below 100% of fair market value; |
Provisions Designed to Protect Stockholder Interests
| • | Maximum term for stock options and SARs is 10 years; |
Provisions Designed to Protect Stockholder Interests
| • | One-year minimum vesting period for all long-term incentive compensation awards, with accelerated vesting for certain qualifying conditions; |
Provisions Designed to Protect Stockholder Interests
| • | Change-in-Control definition that requires either a 30% acquisition or a consummation of a transaction; |
Provisions Designed to Protect Stockholder Interests
| • | “Double-trigger” vesting provisions in connection with a Change-in-Control; |
Determination of the Shares Available and Award Limits under the Amended 2024 Plan
Determination of the Shares Available and Award Limits under the Amended 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 to recommend the increase of 7,500,000 shares in the number of shares to be authorized under the Amended 2024 Plan. The Committee and the Board viewed the share availability in the 2024 Stock Plan as insufficient for awards within the next two to three years. A maximum of 23,103,906 shares, including the 7,500,000 additional shares sought in this amendment, (subject to adjustment as described below) will be available for issuance under the Amended 2024 Plan for PSUs, RSUs, stock options, SARs, restricted stock and any other type of stock-based awards issued under the Amended 2024 Plan. In addition to the number of shares described in the preceding sentence, any shares associated with outstanding awards under the Amended 2024 Plan, or the Prior Plans as of May 13, 2025 (“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 Amended 2024 Plan (collectively, the “Plan Maximum”).“Prior Plans” means the Pitney Bowes Inc. 2007 Stock Plan, the Pitney Bowes Inc. 2013 Stock Plan, and the 2018 Stock Plan. Any shares issued under stock options or SARs will be counted against the Plan Maximum on a one-for-one (1:1) basis and any shares issued pursuant to awards other than stock options or SARs will be counted against the Plan Maximum as 2.0 shares for every one (1) share subject to such award. Prior Plan Awards that are added to the Plan Maximum will be added as one (1) share if such shares were subject to options or SARs, and as 2.0 shares if such shares were subject to awards other than options or SARs. An employee may receive multiple awards under the Plan. Shares delivered under the Amended 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 Amended 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 Amended 2024 Plan. Any awards settled in cash will not be counted against the maximum share reserve under the Amended 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 Amended 2024 Plan.
Equity Dilution
| • | outstanding stock options, plus |
Equity Dilution
| • | outstanding full value awards, such as RSUs and PSUs, plus |
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 Amended 2024 Plan, Full Dilution as of March 7, 2025 is 15.52%. |
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 Amended 2024 Plan, Straight Dilution as of March 7, 2025 is 18.37%. |
Burn Rate
| 2022-2024 Equity Grants | | | | | | Fiscal Year | Stock Options Granted | RSUs Granted | PSUs (Vested/Earned)(1) | Wtd. Avg. CSO (Common Shares Outstanding) | | 2022 | | 5,280,429 | 197,471 | 173,911,865 | | 2023 | | 2,068,825 | | 175,639,669 | | 2024 | 1,500,000 | 2,042,275 | 266,618 | 179,509,956 |
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. Generally, 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. |
Types of Amended 2024 Plan Awards
Types of Amended 2024 Plan Awards The Amended 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 Amended 2024 Plan are described below. Since 2015, the Company has utilized PSUs, RSUs and Stock Options in granting equity awards under its long-term incentive program. The Amended 2024 Plan includes a one-year minimum vesting period for all awards, subject to certain limited exception.
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. PSUs become payable to participants based on the level of achievement of the pre-established performance criteria and upon such terms and conditions as the Committee determines at the time of grant. 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.
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. 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.
Stock Options
Stock Options Stock options granted under the Amended 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 Amended 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.
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.
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 Amended 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 Amended 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 Amended 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.
Limited Transferability
Limited Transferability All RSUs, PSUs, NSOs and other stock-based awards granted under the Amended 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.
Taxation of the Various Amended 2024 Plan Awards
Taxation of the Various Amended 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 Stock 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 Amended 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.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information as of December 31, 2024 regarding the number of shares of Common Stock that may be issued under our equity compensation plans.
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 | 11,351,222 | $10.87 | 18,148,363 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 11,351,222(1) | $10.87(2) | 18,148,363(3) |
Equity Compensation Plan Information
| (1) Includes 8,261,245 shares issuable pursuant to outstanding stock options. It also includes 2,008,620 shares issuable pursuant to outstanding RSUs, and 1,081,357 shares issuable pursuant to outstanding PSUs. |
Equity Compensation Plan Information
| (2) Weighted average exercise price of stock options only. |
Equity Compensation Plan Information
| (3) These securities are available in our reserve for awards made under the 2024 Stock Plan, without giving effect to any increase in the number of shares reflected in the Amended 2024 Plan that is the subject of Proposal 4. |
Equity Compensation Plan Information
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
Compensation Governance Best Practices
| | Quantifiable and measurable performance metrics and goals | | No individual supplemental executive retirement plans | | | Double trigger vesting in our Change of Control provisions | | No crediting extra years of service in our benefit plans, including our pension plans | | | Significant stock ownership requirements for senior executives and directors | | No tax gross-up on Change of Control payments | | | Market comparison of executive compensation against a peer group and survey data | | No hedging, pledging, or short-term speculative trading of Company stock | | | Independent compensation consultant performing no other services for the Company | | No fixed term employment agreements with our executive officers | | | Annual stockholder advisory vote on executive compensation | | No stock option repricing, reloads, or exchanges | | | Semi-annual stockholder outreach with an available line of direct communication with the Committee and the Board | | No transferability of restricted securities | | | 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 dividends on unvested stock awards | | | One-year minimum vesting period for all long-term incentive compensation awards, with accelerated vesting for certain qualifying conditions | | No material executive perquisites | | | Executive stock ownership policy that aligns executives’ and directors’ interests with those of our stockholders | | |
Interim CEO
| Compensation Component | Component Detail | | Base salary | $95,000 | | Equity | 40% RSUs, with a target grant date value of $1,600,000 (which equaled a grant of 302,458 RSUs, calculated by taking the target grant date value and dividing by the average trading price over the ten trading days prior to his start date), scheduled to vest in four equal installments on: May 22, 2024, August 19, 2024, November 18, 2024, and February 17, 2025. These RSUs were subject to forfeiture in the event that Mr. Rosenzweig ceases to serve as Interim Chief Executive Officer prior to a vesting date. | | | 60% PSUs with a target grant date value of $2,400,000 (which equaled a grant of 453,687 PSUs, calculated by taking the target grant date value and dividing by the average trading price over the ten trading days prior to his start date), scheduled to vest after 12 months, subject to the achievement of metrics as determined by the Board. |
CEO
| Compensation Component | Component Detail | | Base salary | $500,000 | | Annual Cash Incentive | Target annual cash incentive of $500,000 to be earned based on achievement against financial performance (Adjusted Earnings Before Interest & Taxes and Adjusted Free Cash Flow) goals established by the Board. | | Equity(1) | 200,000 RSUs with a target grant date value of $1,538,000 scheduled to vest in four equal installments on: November 21, 2024, January 24, 2025, April 23, 2025, and July 22, 2025 | | | 300,000 PSUs with a target grant date value of $2,307,000 scheduled to vest after 12 months, subject to the achievement of financial metrics (Adjusted Earnings Before Interest & Taxes and Adjusted Free Cash Flow) as determined by the Board (with an additional conditional grant of 150,000 PSUs that only vest upon the occurrence of certain termination events within the 12-month performance period) | | | 1,500,000 premium-priced stock options with a target grant date value of $2,460,000 to purchase restricted shares of the Company stock at a price of $9.00 throughout the 18-month exercise period following the grant date. The $9 strike price was 17% above the $7.69 per share fair market value on November 21, 2024, the date of grant. If Mr. Rosenzweig exercises an option, the shares issued upon exercise will be restricted shares until the one-year anniversary of the date of grant, at which time the restrictions will be released only if Mr. Rosenzweig remains employed continuously by the Company through the one-year period following the grant date. Mr. Rosenzweig’s stock options were granted as Incentive Stock Options (ISOs) to the extent allowed under applicable tax law. |
CEO
| 1 | Any shares received by Mr. Rosenzweig as part of his CEO agreement, after applicable withholding for taxes, resulting from the vesting of RSUs, PSUs, and the exercising of options, must be held by Mr. Rosenzweig for a period of at least one year following delivery of the shares. |
Equity Vesting Treatment upon Mr. Rosenzweig’s Appointment to CEO
Equity Vesting Treatment upon Mr. Rosenzweig’s Appointment to CEO The table below details the vesting treatment upon Mr. Rosenzweig’s transition from Interim CEO to CEO on October 25, 2024.
Equity Vesting Treatment upon Mr. Rosenzweig’s Appointment to CEO
| Equity Grant | Treatment upon Transition | | Performance Stock Units (PSUs) granted in May 2024 | 266,618 PSUs were deemed vested based upon the forecasted achievement of the pre-established performance criteria through the end of the 3rd fiscal quarter 2024, as approved by the Board, pro-rated to reflect Mr. Rosenzweig’s actual term of service as Interim CEO during the full performance period. For additional detail on the vesting of the PSUs, refer to the section “Compensation for Mr. Rosenzweig” beginning on page 68. 187,069 PSUs were forfeited as of the date of his transition to CEO. | | RSUs granted in May 2024 | 55,673 of his outstanding RSUs were deemed vested, which reflects a pro-rated amount based on his service as Interim CEO. 95,556 RSUs were forfeited upon his transition to CEO. |
Former Interim CEO
| LTI Grant Detail | Unvested Units at Termination | Treatment at Termination | | Cash Incentive Units (CIUs) granted in 2022 | 828,000 | Prorated based on full months of active service through last day worked; prorated units (644,000) remained outstanding and continued to vest over the original three-year performance period; the number of units vesting was based on the actual multiplier determined at the end of the performance period by achievement of predefined objectives. 184,000 CIUs forfeited. The CIUs vested in February 2025 at a value of $734,160. | | CIUs granted in 2023 | 960,000 | Prorated based on full months of active service through last day worked; prorated units (426,666) remain outstanding and will continue to vest over the original three-year performance period; the number of units to be paid will be based on the actual multiplier determined at the end of the performance period by achievement of predefined objectives. 533,334 CIUs forfeited | | RSUs granted in 2023 | 135,618 | Remain outstanding and continue to vest and be settled in accordance with their original terms. | | PSUs granted in 2024 | 270,677 | Forfeited, as not outstanding at least one year. | | RSUs granted in 2024 | 180,451 | Forfeited, as not outstanding at least one year. |
Executive Vice President and Chief Innovation Officer
Executive Vice President and Chief Innovation Officer As previously announced in August 2024, the employment of James Fairweather as Executive Vice President and Chief Innovation Officer was terminated without cause, effective April 1, 2025. In connection with Mr. Fairweather’s separation from the Company, Mr. Fairweather executed a Separation and General Release Agreement (the “Separation Agreement”), pursuant to which, and subject to agreement to the terms included therein (including a release), Mr. Fairweather will be eligible to receive a cash payment equal to $605,690, less applicable taxes and withholdings, which amount represents fifty (52) weeks’ worth of Mr. Fairweather’s base salary, as in effect immediately prior to the April 1, 2025 separation date (the “Separation Amount”). In addition to the Separation Amount, at the discretion of the Board, Mr. Fairweather is also entitled to a pro-rata annual bonus (subject to his satisfaction of the release agreement requirement), based on Company performance, corresponding to the time he served as Executive Vice President and Chief Innovation Officer in 2025 (the “Pro-Rata Bonus”) and other benefits. The Pro-Rata Bonus, if any, will be paid to Mr. Fairweather when annual bonuses for then-active employees of the Company are paid, but no later than March 15, 2026. Additionally, under the terms of the Separation Agreement, Mr. Fairweather’s stock options and restricted stock units granted before the separation date that are at least partially vested or outstanding for a year as of the separation date will continue to vest and remain exercisable in accordance with the applicable vesting schedules. Upon becoming eligible for retirement, any outstanding stock awards and restricted stock units will immediately vest. The Company will pay a prorated payout for outstanding performance stock units or cash incentive units. Payout will be subject to a schedule based on total completed months of active service through the last day of work. Refer to Form 8-K filed August 9, 2024 regarding his compensation upon separation.
Former Executive Vice President and President, Global Ecommerce
Former Executive Vice President and President, Global Ecommerce The employment of Gregg Zegras as Executive Vice President and President, Global Ecommerce at the Company ended, effective June 30, 2024. In connection with Mr. Zegras' termination without cause from the Company, Mr. Zegras executed a Separation and General Release Agreement (the “Separation Agreement”), pursuant to which, and subject to agreement to the terms included therein (including a release), Mr. Zegras is eligible to receive a cash payment equal to $856,000, less applicable taxes and withholdings, which amount represents fifty-two (52) weeks' worth of Mr. Zegras' base salary as in effect immediately prior to the separation date (the "Separation Amount"). In addition to the Separation Amount, at the discretion of the Board, Mr. Zegras was entitled to a pro-rata annual bonus, if any (subject to his satisfaction of the release agreement requirement), corresponding to the time he served as Executive Vice President and President, Global Ecommerce in 2024 the pro-rata bonus and other benefits. Additionally, under the terms of the offered Separation Agreement, certain of Mr. Zegras' incentive awards vested as of the separation date while other incentive awards would continue vesting in accordance with their terms. Specifically, the restricted stock units granted to Mr. Zegras in 2023 (with respect to 76,103 units) vested in full as of the separation date. The performance stock unit award granted to Mr. Zegras in 2024 (with respect to 187,970 units) will remain outstanding and continue to vest and be settled in accordance with its terms and will be prorated based on the full months of Mr. Zegras' active service during the award's three-year performance period. The 750,000 cash incentive units granted to Mr. Zegras in February 2022 and the 750,000 cash incentive units granted to Mr. Zegras in 2023, in each case, would remain outstanding and the number of those units that actually vest will be prorated based on the full months of active service during the respective award's three-year performance period and otherwise be determined as provided in the cash incentive unit award agreements. Refer to Form 8-K filed July 2, 2024 regarding his compensation upon separation.
Former Executive Vice President, Chief Legal Officer and Corporate Secretary
Former Executive Vice President, Chief Legal Officer and Corporate Secretary On February 27, 2024, Daniel Goldstein, former Executive Vice President, Chief Legal Officer and Corporate Secretary, informed the Company that he would be retiring from his position, effective March 31, 2024. As a result of Mr. Goldstein’s retirement, the restricted stock units granted to him in 2023 (with respect to 76,103 units) vested in full as of the Separation Date. The performance stock unit award granted to Mr. Goldstein in 2024 forfeited as they were not outstanding for more than a year upon his retirement. The 750,000 cash incentive units granted to Mr. Goldstein in February 2022 and the 750,000 cash incentive units granted to Mr. Goldstein in 2023, in each case, will remain outstanding and vest at the end of the performance period and be paid when otherwise paid to other eligible employees. Mr. Goldstein was also entitled to a pro-rata annual bonus, corresponding to the time he served as Executive Vice President, Chief Legal Officer and Corporate Secretary in 2024.
2024 Target Compensation Overview
| 2024 NEO(1) | Annual Base Salary ($)(2) | Target Annual Incentive (as a % of Base Salary) | Target Long-Term Incentive ($) | | Lance Rosenzweig(3) | 500,000 | 100% | 6,305,000 | | John Witek | 360,500 | 50% | 250,000 | | James Fairweather | 605,690 | 60% | 1,600,000 | | Shemin Nurmohamed | 600,000 | 80% | 800,000 | | Deborah Pfeiffer | 500,000 | 80% | 600,000 |
Annual Incentives
Annual Incentives NEOs are eligible to earn annual incentives awarded 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. In connection with their promotions on January 1, 2024, the annual incentive target for both Ms. Nurmohamed and Ms. Pfeiffer was set at 80%. The target annual incentive opportunity for all other NEOs remained unchanged in 2024. Based on shareholder feedback, to simplify the plan, and continue to drive desired strategic outcomes, in 2024 the Committee and the Board reduced the number of financial measures used to determine annual incentives for NEOs to two metrics: Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) and Adjusted Revenue and eliminated the application of non-financial based strategic objectives. The Committee and the Board believe that basing the annual incentive plan entirely on quantifiable financial performance measures demonstrates our commitment to placing rigor and objectivity in establishing and measuring our compensation goals and results. The following table contains the financial objectives used under the annual incentive plan for 2024 and describes why they are effective in measuring how our business is performing on a short-term basis:
Annual Incentives
| Financial Measure | Weighting | Rationale | | Adjusted EBIT | 75% | Focuses executive officers on driving Company profitability | | Adjusted Revenue | 25% | Focuses executive officers on driving Company growth |
Annual Incentives
Both metrics exclude 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 103. For further explanation on objective setting, please see “Determining Compensation – The Decision Process” on page 72. The 2024 performance year annual incentive plan design continued to utilize a straight-line methodology interpolated between threshold, target, and maximum payout levels with a potential payout opportunity of 0% to 150% of target.
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out In 2024, Company results exceeded the maximum Adjusted EBIT objective and achieved results between target and maximum against the Adjusted Revenue objective. The annual objectives and results are reflected in the table below.
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out
| Financial Objective(1) | Weighting | Threshold | Target | Maximum | Result | Actual Pay-Out as a % of Target | | Adjusted Earnings Before Interest and Taxes(2) | 75% | $230 million | $283 million | $313 million | $393 million | 150.0% | | Adjusted Revenue(2) | 25% | $1,837 million | $2,001 million | $2,131 million | $2,031 million | 111.6% | | Financial Objectives | | | | | | 140.4% |
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out
| (1) We set financial objective targets at the beginning of 2024 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 104 and “Treatment of Special Events” beginning on page 78. The Committee and the Board believe the 2024 financial objectives at each level (threshold, target, and maximum) accurately balance the difficulty of attainment of the level with the related pay-out. The annual incentive plan utilized a straight-line methodology across payout levels for the 2024 performance year. The amounts under the ‘Actual Pay-Out as a % of Target’ column are rounded and may or may not appear to equal the total Financial Objective Multiplier due to rounding. |
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out
| (2) Adjusted EBIT and Adjusted Revenue are non-GAAP measures. For a reconciliation and additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 104. |
Funding of the 2024 Annual Incentive Pool and Actual Pay-Out
The achievement of the financial objectives resulted in a multiplier of 140.4% for the total 2024 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 104. The annual incentive payments for Mr. Fairweather, Ms. Nurmohamed, and Ms. Pfeiffer were based on the 140.4% multiplier detailed above. Mr. Witek’s annual incentive payment was also based on the 140.4% multiplier, but the Committee calculated his incentive payment based on 80% of his base pay for the portion of 2024 that he was in the Interim CFO role (March 19 through December 31), which is commensurate for a CFO based on median CFO compensation data from our peer group and the Radford Database. The annual incentive payments for Mr. Dies and Mr. Goldstein were prorated based on the number of days they were employed in 2024 and were paid based on a 100% multiplier. The annual incentive payment for Mr. Zegras was prorated based on the number of days he was employed in 2024 and was based on a 50% multiplier which reflects the 2024 performance of the Global Ecommerce Business Unit which Mr. Zegras led. Refer to the Summary Compensation Table on page 79 for further details regarding 2024 annual incentive payments made to the NEOs.
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 these incentives to be competitive in the markets in which we operate and to attract and retain high-performing executives. The LTI mix for executive officers at the time of the 2024 annual grant shifted to 100% equity-based awards with a mix of 60% PSUs and 40% RSUs. Previously, the grant mix had included a performance-based cash component due to increased stockholder dilution and elevated burn rates. The temporary shift toward cash in recent years sufficiently reduced our burn rate and dilution, allowing the Committee to return the LTI mix to 100% equity-based awards, which the Committee believes better aligns the interests of our NEOs with those of our stockholders. The Committee will continue to monitor the impact of equity utilization on dilution and burn rate. The design and payouts of our LTI program are described below. For further details on 2024 grants, please see the “Grants of Plan-Based Awards in 2024” table on page 82.
Long-Term Incentive Target Changes
Long-Term Incentive Target Changes At the time of their promotions to their respective roles on January 1, 2024, Ms. Nurmohamed’s long-term incentive target was set at $800,000 and Ms. Pfeiffer’s was set at $600,000. The remaining NEOs, except for Mr. Rosenzweig, were unchanged in 2024.
Performance Stock Units (PSUs)
Performance Stock Units (PSUs) PSUs are generally long-term equity awards granted annually with three-year performance and vesting cycles. NEOs are awarded PSUs 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: Return on Invested Capital (ROIC) and Adjusted Free Cash Flow (Adjusted FCF). We believe both of these 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 72.
Performance Stock Units (PSUs)
| Financial Measure | Weighting | Rationale | | ROIC | 50% | Measures how effectively the Company utilizes its capital to generate profits. | | Adjusted FCF | 50% | Measures the Company’s ability to generate cash that can be used to pay dividends, reduce debt, or reinvest in operations. |
Performance Stock Units (PSUs)
Each year, the Committee considers a range of factors in establishing objectives. Financial targets may be revised for special items such as adjusting for discontinued operations. For additional information, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 104 and “Treatment of Special Events” beginning on page 78. When relevant, long-term financial targets take into account budgeted levels of share repurchases. The Committee sets objectives at levels designed to have an appropriate degree of difficulty and stretch for each grant. For the 2024-2026 PSU grant, the Committee will modify the resulting earned unit value by up to +/- 25% based on our cumulative three-year Total Shareholder Return (TSR) as ranked against the S&P 1000 index, 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. Starting with 2024 grants, the TSR modifier moved from a “step up” methodology based on ranges, to a straight-line methodology interpolated between threshold, target, and maximum objectives. In this formula, our TSR rank relative to the S&P 1000 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 enables a negative adjustment to the PSU payout for TSR achievement below the 51st percentile. Additionally, 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 the S&P 1000. Based on relative performance versus the S&P 1000 over the cumulative three-year period, the TSR modifier is applied as shown below:
Performance Stock Units (PSUs)
| | Company Rank vs. S&P 1000 (percentile) | TSR Modifier(1) | | Max | >=75th | 25% | | Target | 51st | 0% | | Threshold | <=25th | -25% |
Performance Stock Units (PSUs)
| (1) The TSR modifier for 2024 – 2026 PSU performance period uses a straight-line interpolation methodology across payout levels. |
Performance Stock Units (PSUs)
The number of Performance Stock 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 more accurately reflect the Company’s overall performance.
Performance Stock Units (PSUs)
| Note to our Stockholders: Under SEC disclosure rules, stock awards such as PSUs are required to be included in the Summary Compensation Table in the year granted, while cash-based CIU awards are included at the end of the performance period, when they are earned. This means total compensation in the Summary Compensation Table appears significantly higher for 2024 when compared to 2023, because 2024 reflects both the PSUs granted in 2024 and the vesting CIUs granted in 2022, while 2023 reflects only the vesting CIUs as no PSUs were granted. |
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) RSUs both support our executives taking a long-term view on the Company’s success and serve as a significant retention tool. RSUs generally vest in three equal installments over a three-year period, subject to continued employment on each applicable vesting date. An annual grant of RSUs was made to executive officers in February of 2024.
CIU Objectives, Metrics, and Funding for the Completed 2022-2024 Performance Cycle
| PBI rank vs. Peer Group (percentile) | 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% |
Stock Cash Incentive Unit (SCIU) Objectives and Funding
Stock Cash Incentive Unit (SCIU) Objectives and Funding SCIUs are cash-based awards that pay out based on the Company’s stock price performance. SCIUs closely mimic how RSUs function, but with some key differences. SCIUs will vest, if at all, in three approximately equal annual installments on vesting dates that will generally fall between February 1 and March 15 of the first three calendar years immediately following the calendar year of the award date, subject to the performance multiplier. While the target value of each SCIU is one dollar, the ultimate payout is based on the extent of achievement of performance criteria with a maximum and minimum payout between 150% and 75% respectively, of the value of the initial number of SCIUs awarded. The value of SCIUs that vest at the end of each vesting cycle is determined by applying a “Unit Multiplier” to the target value of the SCIUs vesting during such cycle. The amount of the Unit Multiplier is based on the percentage change in the average of the closing PBI stock price over the first 10 trading days of the first year and the average of the closing PBI stock price over the last 10 trading days of the year ending immediately preceding the vest date. The unit multiplier at target for each one-year performance cycle of the three-year SCIU Awards is 100%. The minimum and maximum vested value of SCIUs in each performance cycle is between 75% and 150%, respectively, of the initial number of SCIU vesting in the applicable performance cycle. The payout shall not exceed the maximum allowable units provided to an individual per year as specified in the KEIP.
Stock Cash Incentive Unit (SCIU) Objectives and Funding
Stock Cash Incentive Unit (SCIU) Objectives and Funding In 2023, the LTI grant mix for non-executive officers included a cash-based component consisting of Stock Cash Incentive Unit (SCIU) 2023 – 2025 awards to help manage increased stockholder dilution and elevated burn rates at the time. Prior to being elected as Executive Officers, Ms. Nurmohamed, Ms. Pfeiffer, and Mr. Witek all received SCIU awards. For the vesting of the second tranche of the 2023 SCIU award, the percentage change is calculated over the average of the closing PBI stock price of the first 10 trading days of 2023 of $4.52 versus the average of the closing PBI stock price of the last 10 trading days of 2024 of $7.30 (limited by the 75% minimum and 150% maximum Unit Multiplier thresholds). The performance multiplier for the second vesting results in a Company achievement of above the 150% maximum payout allowable for the performance cycle. Therefore, the resulting payout is 150% of target for the second vesting. The table below illustrates the unit multiplier achieved based on the stock price growth between the first 10 trading days of 2023 and the last 10 trading days of 2024.
Stock Cash Incentive Unit (SCIU) Objectives and Funding
| Long-Term Incentive | Value | | Average closing stock price of PBI for first 10 trading days of 2023 | $4.52 | | Average closing stock price of PBI for last 10 trading days of 2024 | $7.30 | | Percentage Change | +61.5% | | Multiplier for 2nd vesting of 2023 award | 150% |
Stock Cash Incentive Unit (SCIU) Objectives and Funding
Based on the 2023-2025 SCIU performance multiplier of 150% per unit, the table below displays the number of SCIUs vested in February 2025 for the listed NEOs, none of whom were Executive Officers at the time of the grant in 2023.
Stock Cash Incentive Unit (SCIU) Objectives and Funding
| Executive | Target SCIUs Awarded Applicable to the Second Vesting | Performance Multiplier | Units Vested | | Shemin Nurmohamed | 120,000 | 150% | 180,000 | | Deborah Pfeiffer | 100,000 | 150% | 150,000 | | John Witek | 50,000 | 150% | 75,000 |
Annual Incentive Plan
Annual Incentive Plan Mr. Rosenzweig was not provided an annual incentive in his role as Interim CEO. Upon appointment to CEO in October 2024, he became eligible for an annual incentive award under the Key Employees Incentive Plan (KEIP). This was established with a target value of $500,000, with performance measured fully against enterprise-wide financial objectives as set by the Board. The performance measures for Mr. Rosenzweig’s annual incentive are Adjusted FCF (75% weighted) and Adjusted EBIT (25% weighted), and will focus him on driving Company profitability and cash creation management. To ensure a closer correlation to our performance and his promotion to CEO, an off-cycle performance period was used beginning the fourth quarter of 2024 and ending the third quarter of 2025. The financial objectives demonstrate our commitment to aligning his compensation with the interests of stockholders. His annual incentive utilizes a straight-line methodology interpolated between threshold, target, and maximum payout levels with a potential payout opportunity between 0% to 200% of target. As the objectives of Mr. Rosenzweig’s incentive are primarily covering forward-looking 2025 goals, his objectives are not disclosed at this time for competitive reasons.
Equity Incentives
Equity Incentives As previously discussed, upon his appointment to Interim CEO in May 2024, the Board approved equity-based grants with a target value of $4,000,000; 60% were granted as PSUs and 40% as RSUs. In October 2024, 95,556 RSUs and 187,069 PSUs from Mr. Rosenzweig’s grant were forfeited based on the time in his Interim CEO role. As a result of his appointment to CEO in October 2024, the Board granted Mr. Rosenzweig 1,500,000 stock options; 300,000 PSUs (plus an additional 150,000 PSUs that only vest upon the occurrence of termination events occurring within the twelve-month performance period); and 200,000 RSUs, with a target value of $6,305,000.
Performance Stock Units (PSUs)
Performance Stock Units (PSUs)
Mr. Rosenzweig as Interim CEO
Mr. Rosenzweig as Interim CEO The vesting of Mr. Rosenzweig’s PSUs granted May 22, 2024 in connection with his Interim CEO service were conditioned upon the Company achieving pre-established performance criteria approved by the Board. These performance criteria, as outlined in the table below, were directly aligned with the strategic initiatives announced by the Board, upon his appointment: 1) Cost Rationalization, 2) GEC Accelerated Review, 3) Cash Optimization, and 4) Balance Sheet Deleveraging. The Board believed these performance criteria best positioned Mr. Rosenzweig to accelerate the Company’s transformation and drive enhanced value for shareholders. The PSU Award was earned based on the metrics listed below over a 12-month performance period beginning the first day of Mr. Rosenzweig’s employment as Interim CEO, and subject to continued employment with the Company as Interim CEO, at a level of 0%, 50%, 100%, or 150% as shown in the following table. A shorter performance period tied to specific operational goals was utilized in acknowledgment of Mr. Rosenzweig’s interim status. The amount vested and earned was pro-rated to reflect Mr. Rosenzweig’s actual term of service as Interim CEO during the performance period.
Mr. Rosenzweig as Interim CEO
Performance was determined and interpreted at the discretion of the independent members of the Board. For metrics required to be achieved at a date later than the end of Mr. Rosenzweig’s employment as Interim CEO, the Board determined a percentage based on achievement towards the metric (and subject to proration based on the period of time of service as Interim CEO). In addition, the Board considered the overall performance of the Company in determining the vesting of Mr. Rosenzweig’s PSU award and the Board further exercised discretion to award 24,238 additional PSUs to Mr. Rosenzweig, which represents the midpoint between what was achieved and what would have been achieved assuming a 150% performance factor to determine the total number of PSUs earned of 266,618. The table below reflects the final payout factors as determined by the Board.
Mr. Rosenzweig as Interim CEO
| Metric | PSUs Granted | Earned Performance Factor | PSUs Earned(1) | | GEC Accelerated Review: Start Formal GEC Exit (20% weighting) | 90,737 | 100% | 38,781 | | GEC Accelerated Review: Complete GEC Exit (20% weighting) | 90,737 | 150% | 58,171 | | Cost Rationalization (40% weighting) | 181,475 | 175% | 135,733 | | Cash Optimization (10% weighting) | 45,369 | 0% | — | | Balance Sheet Deleveraging (10% weighting) | 45,369 | 50% | 9,695 | | Total | 453,686 | | 242,380 |
Mr. Rosenzweig as Interim CEO
| (1) The final PSUs earned have been adjusted by a proration factor of ~42.7% reflecting the days during the 12-month performance period Mr. Rosenzweig served as Interim CEO. |
Mr. Rosenzweig as CEO
| PSUs Granted | Performance/Vesting Criteria | Plan Design | | 300,000 PSUs | Two enterprise-wide financial objectives: • Adjusted EBIT (25% weighting) • Adjusted FCF (75% weighting) These objectives are for a one-year performance period beginning October 1, 2024 and ending September 30, 2025. | The performance multiplier can range from 0 to 200% of target and will be interpolated linearly between the threshold (50%), target (100%), and maximum (200%) objectives. If threshold performance is not achieved, no portion of the PSUs with respect to its financial metric will vest. | | 150,000 “Conditional” PSUs | Will fully vest and settle into shares only in the event of Mr. Rosenzweig’s termination due to (i) death, (ii) disability, or (iii) a Change of Control, prior to the one-year anniversary of the date of grant. | Forfeited if no termination event occurs prior to the one-year anniversary. In no event will more than 100% of the conditional PSUs vest. |
Mr. Rosenzweig as CEO
Mr. Rosenzweig’s PSU objectives are not disclosed at this time for competitive reasons, as they primarily cover forward-looking goals. While we typically subject PSUs to a three-year vesting period, given the Board’s desire to incentivize Mr. Rosenzweig to quickly implement strategic changes at the Company that would yield near term results, a one-year period was instead utilized.
Restricted Stock Units (RSUs)
Restricted Stock Units (RSUs) As previously noted, based on the prorated period Mr. Rosenzweig served as Interim CEO, 206,902 of the 302,458 originally granted RSUs vested, and Mr. Rosenzweig forfeited the remaining 95,556 units upon his transition to CEO. Upon Mr. Rosensweig’s appointment as CEO, the Board awarded Mr. Rosenzweig 200,000 RSUs scheduled to vest in four equal installments, on November 21, 2024; January 24, 2025; April 23, 2025; and July 22, 2025.
Premium-Priced Stock Options
Premium-Priced Stock Options Premium-priced stock options directly align Mr. Rosenzweig’s interests with those of our stockholders by incentivizing growing the value of the Company’s stock. In consideration of Mr. Rosenzweig’s appointment to CEO, the independent members of the Board awarded him 1,500,000 premium-priced stock options to purchase shares of the Company stock at a price of $9.00, which was 17% above the $7.69 per share fair market value on November 21, 2024, the date of grant. The options became immediately exercisable on the date of grant and remain exercisable through the 18-month period following the grant date. If Mr. Rosenzweig exercises the options, the shares issuable upon exercise will be issued as restricted shares until the one-year anniversary of the date of grant, at which time the restrictions will be released only if Mr. Rosenzweig remains employed continuously by the Company through the one-year period following the grant date. The Board determined to grant the 1,500,000 stock options as incentive stock options (ISOs) to the greatest extent permitted by the Internal Revenue Code given the tax benefits of incentive stock options. Consistent with the limits of the Internal Revenue Code, 11,111 of the stock options qualified as ISOs. Refer to the Outstanding Equity Awards table footnotes for further details around the breakout of the NSOs and ISOs granted to Mr. Rosenzweig in 2024.
Other Benefits
| • | Certain executives with PSUs and RSUs 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. |
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. Pay Governance does not perform other services for the Company. 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 that support management, including outside law firms and Willis Towers Watson.
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 2024, objectives were aligned with the 2024 Company budget and were adjusted for the removal of the Global E-Commerce business. 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. Concerning Mr. Rosenzweig’s objectives, to ensure a closer correlation to the Company’s performance and his promotion to CEO, the Board utilized an off-cycle performance period beginning in the fourth quarter of 2024 and ending the third quarter of 2025. 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 reviews these evaluations with the Committee. The Committee reviews the financial accomplishments of the Company, taking into account predetermined objectives, and determines actual base salary increases as well as annual and long-term incentive compensation for the NEOs. In conjunction with the Governance Committee, which assesses the CEO’s performance, the Executive Compensation Committee will recommend to the independent Board members, compensation for the CEO after the end of the third quarter of 2025. 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 that is performance-based, 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.
Assessing Competitive Pay Practice
Assessing Competitive Pay Practice The Committee decided that starting in 2024, in order to simplify the compensation assessment process, the Radford Database would be the primary survey utilized in evaluating the competitiveness of our executive compensation. The Committee annually compares each executive’s total direct compensation (base salary, annual incentive and long-term incentives) against market data from the independent report, the 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. In order to account for the Company’s separation from the Global E-Commerce business, starting in 2024, the Radford Database was regressed for corporate revenue of approximately $1.0 - $2.99 billion rather than $3.0 - $5 billion for corporate leaders. The Radford Database also continued to be regressed based on relevant revenue ranges pertaining to other 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 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:
Assessing Competitive Pay Practice
| • | The value of the total rewards package; |
Assessing Competitive Pay Practice
| • | Program design and strategic considerations; |
Assessing Competitive Pay Practice
| • | Affordability; |
Assessing Competitive Pay Practice
| • | Changing competitive conditions; |
Assessing Competitive Pay Practice
| • | Program transition considerations; |
Assessing Competitive Pay Practice
| • | The definition and scope of the executive’s role; |
Assessing Competitive Pay Practice
| • | The executive’s individual contributions to the Company; |
Assessing Competitive Pay Practice
| • | Unique skill sets presented by the employee; and |
Assessing Competitive Pay Practice
| • | Succession or retention considerations. |
Assessing Competitive Pay Practice
In addition, the Committee asks Pay Governance to analyze the appropriateness of the Company’s short and long-term compensation program design. The Committee and the Board also consider the burn rate with respect to the equity awards when deciding how much of the total direct compensation package should be composed of equity-based awards. Each year the Committee then reviews our relative performance against that of our peer group.
Peer Group for Assessing Compensation of NEOs
Peer Group for Assessing Compensation of NEOs 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. 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. In 2023, as part of its annual process the Committee, with the assistance of Pay Governance, assessed the peer group used for comparing NEO peer median pay levels and conducting pay practice reviews. The Committee reviewed the peer group; 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. The peer group as of January 1, 2024 consisted of:
Peer Group for Assessing Compensation of NEOs
| 1) | ACCO Brands |
Peer Group for Assessing Compensation of NEOs
| 2) | Avery Dennison |
Peer Group for Assessing Compensation of NEOs
| 3) | Beyond, Inc. |
Peer Group for Assessing Compensation of NEOs
| 4) | Bread Financial |
Peer Group for Assessing Compensation of NEOs
| 5) | Cimpress |
Peer Group for Assessing Compensation of NEOs
| 6) | Deluxe |
Peer Group for Assessing Compensation of NEOs
| 7) | Diebold |
Peer Group for Assessing Compensation of NEOs
| 8) | Etsy |
Peer Group for Assessing Compensation of NEOs
| 9) | GXO Logistics |
Peer Group for Assessing Compensation of NEOs
| 10) | Hub Group |
Peer Group for Assessing Compensation of NEOs
| 11) | NCR Voyix |
Peer Group for Assessing Compensation of NEOs
| 12) | Rockwell Automation |
Peer Group for Assessing Compensation of NEOs
| 13) | Ryder System |
Peer Group for Assessing Compensation of NEOs
| 14) | Schneider National |
Peer Group for Assessing Compensation of NEOs
| 15) | Western Union |
Peer Group for Assessing Compensation of NEOs
| 16) | Xerox |
Peer Group for Assessing Compensation of NEOs
The peer group was further reviewed in 2024 after the divestiture of the Global E-Commerce business, and a new peer group was approved by the Committee on October 25, 2024. This new peer group was used by the Committee and the Board to help determine the compensation of Mr. Rosenzweig in the role of CEO. The Committee determined that a reorientation of the composition of the peer group was necessary to reflect the change in business focus and size. Due to the unique mix of our business, we do not have completely overlapping competitors. We selected a peer group of companies similar in size and/or complexity to Pitney Bowes to evaluate the competitiveness of our executive compensation. The resulting peer group focused on Business to Business, Business Services, and Tech-enabled companies, and eliminated companies in industries no-longer applicable to Pitney Bowes (i.e. transportation, retail, etc) as a result of the divestiture. As of October 25, 2024, the peer group consisted of the following:
Peer Group as of December 31, 2024(1)
Peer Group as of December 31, 2024(1)
Peer Group as of December 31, 2024(1)
| Company Name | 12/31/2024 Revenue ($ millions) | 12/31/2024 Market Capitalization ($ millions) | | ACCO Brands Corporation | $1,666 | $488 | | Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation) | $2,441 | $3,036 | | Cimpress plc | $3,292 | $1,804 | | CSG Systems International, Inc. | $1,197 | $1,423 | | Deluxe Corporation | $2,122 | $1,000 | | Diebold Nixdorf, Incorporated | $3,751 | $1,617 | | E2open Parent Holdings, Inc. | $635 | $822 | | HNI Corporation | $2,526 | $2,408 | | Matthews International Corporation | $1,796 | $847 | | McGrath RentCorp | $911 | $2,745 | | Quad/Graphics, Inc. | $2,672 | $363 | | Sabre Corporation | $3,030 | $1,408 | | TTEC Holdings, Inc. | $2,208 | $238 | | Unisys Corporation | $2,008 | $439 | | 25th Percentile | $1,699 | $571 | | Median | $2,165 | $1,204 | | 75th Percentile | $2,636 | $1,757 |
Peer Group as of December 31, 2024(1)
| Pitney Bowes Inc. | $2,027 | $1,316 | | PBI Percentile Rank | +40% | +52% |
Peer Group as of December 31, 2024(1)
Source: S&P Capital I.Q.
Peer Group as of December 31, 2024(1)
| (1) Peer group as of December 31, 2024 used for reviewing NEO peer median pay levels and conducting pay practice reviews. |
Peer Group as of December 31, 2024(1)
While the peer groups discussed above were used by the Committee to assess compensation practices and market competitiveness in 2024, the TSR modifier used in the payout of CIUs/PSUs granted since 2022 utilized the S&P 1000 Index; see “CIU Objectives, Metrics, and Funding for the Completed 2022-2024 Performance Cycle” starting on page 66 of this Proxy Statement for more discussion related to the TSR modifier).
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).
Consideration of Material Nonpublic Information (MNPI) in Relation to Timing of Awards
Consideration of Material Nonpublic Information (MNPI) in Relation to Timing of Awards Annual Awards Granted in 2024: We do not maintain a formal policy regarding the timing of grants of equity-based incentive awards to our employees or directors. However, historically, and during the 2024 year, our annual Long-term Incentive (LTI) awards have been granted at least ten trading days after the fourth quarter and full year earnings announcement in order to reduce the risk of granting awards within a timeframe close to the date of disclosure of Material Nonpublic Information (MNPI). Additionally, in order to reduce the impact of daily stock price fluctuations on the value of the annual awards, the annual grants are awarded based on the average of the closing prices of the ten trading days post the fourth quarter and full year earnings announcement. This same approach has historically been applied to quarterly equity grants awarded to new hires or promoted employees (other than the Executive Officers and NEOs) in the first through the third quarters of the year, with those grants being made at least ten trading days following the applicable announcement. MNPI Considered in the Determination of Grant Timing and Terms & Conditions: LTI awards may also be granted to a NEO upon hire, or on an exception basis, for retention purposes that may fall outside of the timing of the annual or quarterly grants. The Committee and Board considers the timing of reports filed containing MNPI when finalizing the timing of such awards. In particular, with regards to Options awarded, the Committee has historically ensured that they are not granted in anticipation of the release of MNPI, or that Options granted following the release of MNPI does not occur until a time when that MNPI has been fully disclosed and widely disseminated to the public. The Committee considers the content of disclosed Material Information when finalizing the Terms and Conditions of awards and takes actions to confirm that award terms are in line with market practice, including predetermining the vesting schedule at grant based on a specified timeframe or based on meeting a pre-specified performance criteria. It is Pitney Bowes’ policy to comply with all applicable securities and state laws (including appropriate approvals by the Pitney Bowes Board of Directors or appropriate committee, if required) when granting awards or engaging in transactions in Pitney Bowes’ securities. Refer to the Insider Trading Policy in effect February 2025 for further details and as reported in Exhibit 19 of the Annual Report on Form 10-K for the year ended December 31, 2024.
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.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | 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) ($) | | Lance Rosenzweig(8) Chief Executive Officer | 2024 | 133,231 | - | 7,855,022 | 2,460,000 | - | - | 17,139 | 10,465,392 | | John Witek Interim Chief Financial Officer | 2024 | 363,273 | 512,581 | - | - | 533,054 | - | 67,496 | 1,476,404 | | James Fairweather Executive Vice President and Chief Innovation Officer | 2024 | 607,364 | - | 1,451,631 | - | 1,399,433 | 11,156 | 72,077 | 3,541,661 | | | 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 | | Shemin Nurmohamed Executive Vice President and President, Sending Technology Solutions | 2024 | 604,616 | - | 725,817 | - | 939,420 | - | 225,032 | 2,494,885 | | Deborah Pfeiffer Executive Vice President and President, Presort Services | 2024 | 503,846 | - | 544,361 | - | 848,400 | - | 60,471 | 1,957,078 | | Jason Dies(9) Former Interim Chief Executive Officer | 2024 | 343,269 | 880,645 | 1,633,083 | - | 1,005,745 | - | 2,448,425 | 6,311,167 | | | 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 | | Ana Chadwick Former Executive Vice President and Chief Financial Officer | 2024 | 188,965 | - | 1,134,084 | - | - | - | 34,338 | 1,357,387 | | | 2023 | 607,148 | - | 457,762 | - | 675,822 | - | 67,761 | 1,808,493 | | | 2022 | 589,530 | - | 460,285 | - | 223,634 | - | 68,037 | 1,341,486 | | Gregg Zegras Former Executive Vice President and President, Global Ecommerce | 2024 | 428,000 | - | 1,134,084 | - | 882,764 | - | 616,108 | 3,060,956 | | | 2023 | 786,458 | - | 457,762 | - | 760,834 | - | 77,899 | 2,082,953 | | | 2022 | 575,176 | - | 460,285 | - | 275,789 | - | 46,391 | 1,357,641 | | Daniel J. Goldstein Former Executive Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 152,067 | - | 1,134,084 | - | 975,989 | 2,202 | 26,299 | 2,290,641 | | | 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 |
2024 SUMMARY COMPENSATION TABLE
| (1) This column includes a $60,000 monthly cash stipend totaling $280,645 that Mr. Dies received as a result of his role as Interim Chief Executive Officer and a $600,000 one-time cash retention payment that Mr. Dies became eligible to receive upon his termination without cause. The column also includes a $130,000 special incentive paid to Mr. Witek inclusive of his 2023 performance in his former role related |
2024 SUMMARY COMPENSATION TABLE
to his effort in driving efficiencies and cost reduction across the Finance organization, a monthly cash stipend of $30,000 totaling $282,581 that Mr. Witek received as a result of his role as Interim Chief Financial Officer, and $100,000 he received as a result of the additional responsibilities he acquired when he took on the role of Chief Accounting Officer.
2024 SUMMARY COMPENSATION TABLE
| (2) This column includes the value of stock awards granted to NEOs during 2024, 2023, and 2022, based upon its grant date fair value, computed in accordance with FASB ASC Topic 718, as more fully described in Note 20 Stock-Based Compensation to our Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2024. The fair values are calculated based on the probable outcome of the applicable performance condition on the grant date and, with the exception of RSUs granted to Mr. Rosenzweig at the time he was an independent director of the Board, reflect an adjustment for the exclusion of dividend equivalents during the vesting period. Detail regarding the grants of PSUs and RSUs can be found in the "Grants of Plan-Based Awards in 2024" table, and detail of outstanding stock awards can be found in the "Outstanding Equity Awards at 2024 Fiscal Year-End" table. For additional information on these award types, please see the "Compensation Discussion and Analysis" starting on page 52 of this proxy statement. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Dies, Ms. Chadwick, Mr. Zegras, and Mr. Goldstein, 2024 includes the grant date fair value of stock awards granted in 2024 that were subsequently forfeited at the time of their terminations; Mr. Dies forfeited 270,677 PSUs and 180,451 RSUs; Mr. Zegras forfeited 156,642 PSUs and 125,313 RSUs; and Ms. Chadwick and Mr. Goldstein each forfeited 187,970 PSUs and 125,313 RSUs. |
2024 SUMMARY COMPENSATION TABLE
| If performance conditions allow for PSUs granted in 2024 to reach the 200% maximum number of shares, or the applicable maximums ranging between 100% and 200% in the case of Mr. Rosenzweig, based on the grant date fair value, the total value of stock awarded in 2024 inclusive of RSUs and PSUs would be $11,319,145 for Mr. Rosenzweig; $2,322,610 for Mr. Fairweather; $1,161,307 for Ms. Nurmohamed; and $870,979 for Ms. Pfeiffer. |
2024 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. |
2024 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. Other than to Mr. Rosenzweig, who was granted stock options in 2024, NEOs were not granted stock options in 2024, 2023, or 2022. Mr. Rosenzweig received an option award of 11,111 ISOs and 1,488,889 NSOs in November 2024. Detail regarding outstanding stock awards can be found in the "Outstanding Equity Awards at 2024 Fiscal Year-End" table. |
2024 SUMMARY COMPENSATION TABLE
| (4) This column includes annual incentive compensation earned in the applicable year. The 2024 awards were, for NEOs other than Mr. Dies, Ms. Chadwick, Mr. Zegras, and Mr. Goldstein, based on the actual achievement of financial objectives and continued employment through December 31, 2024. |
2024 SUMMARY COMPENSATION TABLE
| This column also includes, for applicable NEOs, CIU pay-outs earned over the three-year performance cycle ending in each year for applicable NEOs and SCIU pay-outs earned over each one-year multiplier cycle ending in each year. CIU and SCIU pay-outs are subject to the maximum that may be awarded to a single participant in any one calendar year. |
2024 SUMMARY COMPENSATION TABLE
| The 2024 annual incentive and 2022-2024 CIU award pay-out amounts in this column are: annual incentive of $372,554 and CIU of $85,500 and SCIU of $75,000 for Mr. Witek; annual incentive of $510,233 and CIU of $889,200 for Mr. Fairweather; annual incentive of $673,920 and CIU of $85,500 and SCIU of $180,000 for Ms. Nurmohamed; annual incentive of $561,600 and CIU of $136,800 and SCIU of $150,000 for Ms. Pfeiffer; annual incentive of $271,585 and CIU of $734,160 for Mr. Dies; annual incentive of $170,264 and CIU of $712,500 for Mr. Zegras; annual incentive of $120,989 and CIU of $855,000 for Mr. Goldstein. The 2024 annual incentive awards for Mr. Dies, Mr. Zegras, and Mr. Goldstein were prorated, based on their last day of employment. Mr. Dies and Mr. Goldstein received their incentive paid at the target multiplier, and Mr. Zegras at a 50% multiplier. Ms. Chadwick did not earn a 2024 annual incentive as she was not retirement eligible on her last day of work. |
2024 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 2022. |
2024 SUMMARY COMPENSATION TABLE
| (6) Amounts shown for 2024 include all other compensation received by a NEO 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. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Rosenzweig, this also includes: $13,661 in non-employee compensation earned prior to his employment start date for Board membership and committee fees, and $1,078 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. Mr. Rosenzweig is not yet eligible for the Pitney Bowes 401(k) Plan or the 401(k) Restoration Plan in 2024. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Witek, this also includes: Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $16,700 and 2% core contribution of $12,052 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $14,795; additional perquisites valued at $400; and $449 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Fairweather, this also includes: Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $16,378 and 2% core contribution of $8,189 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $14,795; additional perquisites valued at $8,860; and $755 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Ms. Nurmohamed, this also includes: relocation assistance in the amount of $171,602, which includes $86,621 of tax-related payments; Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $18,026 and 2% core contribution of $9,013 to the Pitney Bowes 401(k) Restoration Plan; the Company’s actual cost of spousal travel, $2,143; additional perquisites valued at $400; and $748 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Ms. Pfeiffer, this also includes: Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $12,349 and 2% core contribution of $6,175 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $14,795; the Company’s actual cost of spousal travel, $3,029; additional perquisites valued at $400, and $623 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Dies, this also includes: severance pay of $2,362,500; Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $46,940 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $14,795; and $1,090 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Ms. Chadwick, this also includes: Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $3,130 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $7,337; and $771 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Zegras, this also includes: severance pay of $434,585; payout of accrued and unused vacation hours in the amount of $131,692; Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company 2% core contribution of $10,869 to the Pitney Bowes 401(k) Restoration Plan; financial counseling in the amount of $14,795; and $1,067 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| For Mr. Goldstein, this also includes: Company match of $13,800 and 2% core contribution of $6,900 to the Pitney Bowes 401(k) Plan; Company match of $1,627 and 2% core contribution of $814 to the Pitney Bowes 401(k) Restoration Plan; and $758 in other non-perquisite compensation such as, but not limited to, group basic life insurance premiums for coverage provided by the Company. |
2024 SUMMARY COMPENSATION TABLE
| (7) When the 2024 long-term incentive awards were issued, we granted PSUs in lieu of cash-settled CIUs. Under SEC disclosure rules, the PSUs are to be included in the Summary Compensation Table in the year granted, while CIU awards are included when actually earned. This means Stock Awards and Total Compensation appear significantly lower for 2023 and 2022 when compared to 2024 as 2024 includes both the pay-out of the 2022 CIUs (performance period ending December 31, 2024) and the 2024 granted PSU award (performance period ending December 31, 2026). The resulting mismatch from the timing of different disclosure rules should normalize over time. |
2024 SUMMARY COMPENSATION TABLE
| (8) Mr. Rosenzweig's 2024 compensation is the aggregate of compensation earned (i) as a non-employee member of the Board for the period of April 4, 2024, through May 21, 2024, (ii) as Interim CEO for the period of May 22, 2024 through October 24, 2024, and (iii) as CEO beginning on October 25, 2024. Compensation totaling all three components as reported in the Summary Compensation Table is detailed in the following table. In addition, Mr. Rosenzweig's Stock Awards value includes the grant date fair value of stock awards granted upon his appointment to Interim CEO in 2024 that were subsequently forfeited at the time of his appointment to CEO in 2024. Mr. Rosenzweig forfeited 187,069 PSUs and 95,556 RSUs that have a total grant date fair value of $1,475,303. When the value of Mr. Rosenzweig's forfeited equity is subtracted from his 2024 Total in the Summary Compensation Table, his actual total 2024 compensation is $8,990,090 as illustrated in the table below: |
2024 SUMMARY COMPENSATION TABLE
| Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Non-employee Director | 2024 | - | - | 107,946 | - | - | - | 13,661 | 121,607 | | Interim CEO | | 133,231 | - | 3,947,077 | - | - | - | 3,478 | 10,343,786 | | CEO | | | - | 3,800,000 | 2,460,000 | - | - | | | | 2024 Sub Total | | 133,231 | - | 7,855,022 | 2,460,000 | - | - | 17,139 | 10,465,392 | | 2024 Forfeited Equity(1) | | - | - | (1,475,303) | - | - | - | - | (1,475,303) | | 2024 Total with Forfeited Equity Removed | | - | - | 6,379,720 | 2,460,000 | - | - | 17,139 | 8,990,090 |
2024 SUMMARY COMPENSATION TABLE
| (9) Prior to his appointment as Interim Chief Executive Officer in October 2023, Mr. Dies was employed as Executive Vice President and Group Executive. |
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024
| | | Estimated Future Pay-outs under Non-Equity Incentive Plan Awards | | | Estimated Future Pay-outs under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Lance Rosenzweig | | | | | | | | | | | | | Restricted Stock Units(2) | 4/10/2024 | | | | | | | 1,928 | | | 7,943 | | Restricted Stock Units(2) | 5/6/2024 | | | | | | | 18,904 | | | 100,002 | | Annual Incentive(3) | | 62,500 | 500,000 | 1,000,000 | | | | | | | | | Performance Stock Units(4) | 5/22/2024 | | | | 29,943 | 453,687 | 680,531 | | | | 2,368,246 | | Restricted Stock Units(4) | 5/22/2024 | | | | | | | 302,458 | | | 1,578,831 | | Performance Stock Units(5) | 11/21/2024 | | | | 37,500 | 300,000 | 600,000 | | | | 2,280,000 | | Performance Stock Units(5) | 11/21/2024 | | | | - | 150,000 | - | | | | 0 | | Restricted Stock Units(5) | 11/21/2024 | | | | | | | 200,000 | | | 1,520,000 | | Stock Options(5) | 11/21/2024 | | | | | | | | 1,500,000 | 9.00 | 2,460,000 | | John Witek | | | | | | | | | | | | | Annual Incentive(3) | | 22,531 | 180,250 | 270,375 | | | | | | | | | James Fairweather | | | | | | | | | | | | | Annual Incentive(3) | | 45,427 | 363,414 | 545,121 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 11,910 | 240,602 | 481,204 | | | | 870,979 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 160,401 | | | 580,652 | | Shemin Nurmohamed | | | | | | | | | | | | | Annual Incentive(3) | | 60,000 | 480,000 | 720,000 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 5,955 | 120,301 | 240,602 | | | | 435,490 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 80,201 | | | 290,328 | | Deborah Pfeiffer | | | | | | | | | | | | | Annual Incentive(3) | | 50,000 | 400,000 | 600,000 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 4,466 | 90,226 | 180,452 | | | | 326,618 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 60,150 | | | 217,743 | | Jason Dies | | | | | | | | | | | | | Annual Incentive(3) | | 87,500 | 700,000 | 1,050,000 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 13,399 | 270,677 | 541,354 | | | | 979,851 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 180,451 | | | 653,233 | | Ana Chadwick | | | | | | | | | | | | | Annual Incentive(3) | | 61,917 | 495,335 | 743,003 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 9,305 | 187,970 | 375,940 | | | | 680,451 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 125,313 | | | 453,633 | | Gregg Zegras | | | | | | | | | | | | | Annual Incentive(3) | | 85,600 | 684,800 | 1,027,200 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 9,305 | 187,970 | 375,940 | | | | 680,451 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 125,313 | | | 453,633 | | Daniel J. Goldstein | | | | | | | | | | | | | Annual Incentive(3) | | 60,827 | 486,614 | 729,922 | | | | | | | | | Performance Stock Units(6) | 2/15/2024 | | | | 9,305 | 187,970 | 375,940 | | | | 680,451 | | Restricted Stock Units(7) | 2/15/2024 | | | | | | | 125,313 | | | 453,633 |
GRANTS OF PLAN-BASED AWARDS IN 2024
The Grants of Plan Based Awards table reflects the potential threshold, target, and maximum award pay-outs for annual incentives and PSUs, and the grant date fair value of stock and stock option awards.
GRANTS OF PLAN-BASED AWARDS IN 2024
| (1) The amounts in this column represent the grant date fair values of PSU, RSU, and stock option awards computed in accordance with FASB ASC Topic 718, as more fully described in Note 20 Stock-Based Compensation to our Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2024. The fair values are calculated based on the probable outcome of the applicable performance condition on the grant date and, with the exception of RSUs granted to Mr. Rosenzweig at the time he was an independent director of the Board, reflect an adjustment for the exclusion of dividend equivalents during the vesting period. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| The RSUs and PSUs granted February 15, 2024 have a fair value of $3.62. Other than to Mr. Rosenzweig, no stock options were granted to NEOs in 2024. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| For Mr. Rosenzweig, PSU and RSU awards granted May 22, 2024, have a fair value of $5.22. RSUs and 300,000 units of PSUs granted November 21, 2024, have a fair value of $7.60. The remaining 150,000 PSUs granted November 21, 2024, have a fair value of $0.00 based on the probability of the triggering condition for vesting. Mr. Rosenzweig's Stock Options have a fair value of $1.64. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (2) Mr. Rosenzweig received two grants of RSUs under the amended and restated Pitney Bowes Inc. Directors' Stock Plan prior to his employment start date. The number of RSUs granted on May 6, 2024, was based on a stock closing price of $5.29 on the date of grant. Additionally, in connection with his appointment to the Board to fill a vacancy in April 2024, Mr. Rosenzweig received an additional prorated RSU grant, with the number of units calculated by dividing a prorated amount of the non-employee director grant by $4.12, the stock closing price on April 10, 2024. RSU awards granted under the Directors' Stock Plan are fully vested one year after the date of grant. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (3) Values in this row represent the threshold, target, and maximum pay-outs for the annual incentive award granted in 2024. The maximum pay-out a NEO could receive for annual incentive awards is 150% of target under the approved 2024 PBIP objectives, or, in the case of Mr. Rosenzweig, 200% of target under the annual incentive objectives as set by the Committee for performance period from October 1, 2024 - September 30, 2025. 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 discretion to annual awards based on factors considered relevant by the Committee, including financial enterprise, business unit and/or individual performance. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (4) Mr. Rosenzweig received a specified number of units in an award of PSU and RSU grants on May 22, 2024, in connection with his appointment to Interim CEO. The RSU grant was scheduled to vest in equal installments on May 22, 2024; August 19, 2024; November 18, 2024; and February 17, 2025. The PSU was scheduled to vest subject to predetermined metrics, with a performance period on May 30, 2025; the maximum pay-out possible on this award was 150% of target. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| Subsequent to the end of his role of Interim CEO in October 2024, a prorated portion of the remaining outstanding units of these awards were vested, based on Mr. Rosenzweig's time as Interim CEO during the vesting period; all remaining unvested units were forfeited. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (5) A specified number of PSUs, RSUs, and stock options were granted on November 21, 2024 in connection with Mr. Rosenzweig's appointment of the role of CEO. The RSU grant was scheduled to vest in equal installments on November 21, 2024; January 24, 2025; April 23, 2025; and July 22, 2025. Of the 450,000 PSUs granted, 300,000 are scheduled to vest on the one-year anniversary of grant and are subject to predetermined metrics with a performance period of October 1, 2024, through September 30, 2025. The maximum payout that can be received on this award is 200%. The remaining 150,000 PSUs will vest at target only in the event of specific conditions which must occur prior to the one-year anniversary of the grant; no threshold or maximum levels apply to these PSUs with the sole pay-out possibility at the target number of units. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| Options have an exercise price of $9.00. The stock closing price on the date of grant was $7.69. The Black-Scholes value for each option granted is $1.64. See Note 1 and 20 of the Consolidated Financial Statement included in the company's Annual Report on Form 10-K for the year ended December 31, 2024, regarding assumptions underlying valuation of equity awards. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (6) The number of PSUs granted is based on the 10-trading day average closing price of $3.99 prior to and including the February 15, 2024 grant date. The award is scheduled to cliff vest over a three-year period ending February 23, 2027, at which time the number of shares vesting is determined based on the achievement of the pre-defined annual performance metrics and a three-year cumulative TSR modifier. The Committee may apply negative discretion to reduce long-term incentive awards based on factors considered relevant by the Committee, including financial enterprise, business unit, and/or individual performance. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| PSU awards granted in 2024 to Mr. Dies, Ms. Chadwick, and Mr. Goldsten were forfeited upon their termination of employment. A pro-rated portion of the PSUs awarded to Mr. Zegras in 2024 were forfeited in connection with his termination of employment; the remaining pro-rated unvested PSUs continue to be eligible to vest in accordance with their terms. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (7) The number of RSUs granted was based on the 10-trading day average closing price of $3.99 prior to and including the February 15, 2024 grant date. This award is scheduled to vest on a pro-rata basis over a three-year period ending February 23, 2027. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| RSU awards granted in 2024 to Mr. Dies, Ms. Chadwick, Mr. Zegras, and Mr. Goldsten were forfeited upon termination. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the NEOs’ current option and stock award holdings at December 31, 2024. This table includes outstanding option awards, RSUs, and PSUs at December 31, 2024. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown following this table.(1) For additional information about the option and stock awards, please see the description of equity incentive compensation under “Compensation Discussion and Analysis” (CD&A) on page 52 of this Proxy Statement.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price ($) | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Pay- out Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Lance Rosenzweig | 4/10/2024 | - | - | - | - | 1,928 | 13,959 | - | - | | | 5/6/2024 | - | - | - | - | 18,904 | 136,865 | - | - | | | 11/21/2024 | 1,500,000 | 0 | 9.000 | 5/20/2026 | - | - | - | - | | | 11/21/2024 | - | - | - | - | - | - | 600,000 | 4,344,000 | | | 11/21/2024 | - | - | - | - | - | - | 150,000 | 1,086,000 | | | 11/21/2024 | - | - | - | - | 150,000 | 1,086,000 | - | - | | John Witek | 2/15/2022 | - | - | - | - | 11,881 | 86,018 | - | - | | | 2/14/2023 | - | - | - | - | 3,805 | 27,548 | - | - | | 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 | - | - | - | - | | | 2/14/2023 | - | - | - | - | 97,413 | 705,270 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 481,204 | 3,483,917 | | | 2/15/2024 | - | - | - | - | 160,401 | 1,161,303 | - | - | | Shemin Nurmohamed | 2/5/2018 | 10,628 | 0 | 12.640 | 2/4/2028 | - | - | - | - | | | 12/26/2018 | 60,000 | 0 | 5.990 | 12/25/2028 | - | - | - | - | | | 2/15/2022 | - | - | - | - | 11,881 | 86,018 | - | - | | | 2/14/2023 | - | - | - | - | 9,133 | 66,123 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 240,602 | 1,741,958 | | | 2/15/2024 | - | - | - | - | 80,201 | 580,655 | - | - | | Deborah Pfeiffer | 2/8/2016 | 17,668 | 0 | 16.820 | 2/7/2026 | - | - | - | - | | | 2/15/2022 | - | - | - | - | 19,009 | 137,625 | - | - | | | 2/14/2023 | - | - | - | - | 7,611 | 55,104 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 180,452 | 1,306,472 | | | 2/15/2024 | - | - | - | - | 60,150 | 435,486 | - | - | | Jason Dies | 2/8/2016 | 17,668 | 0 | 16.820 | 2/7/2026 | - | - | - | - | | | 2/6/2017 | 54,688 | 0 | 13.160 | 5/21/2026 | - | - | - | - | | | 2/5/2018 | 80,972 | 0 | 12.640 | 5/21/2026 | - | - | - | - | | | 2/5/2019 | 100,503 | 0 | 6.600 | 5/21/2026 | - | - | - | - | | | 3/3/2021 | 56,034 | 0 | 8.640 | 5/21/2026 | - | - | - | - | | | 2/14/2023 | - | - | - | - | 97,413 | 705,270 | - | - | | | 10/2/2023 | - | - | - | - | 38,205 | 276,604 | - | - | | 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 | 53,879 | 0 | 8.640 | 3/2/2031 | - | - | - | - | | | 2/15/2024 | - | - | - | - | - | - | 62,656 | 453,629 | | 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 | - | - | - | - | | | 3/3/2021 | 45,259 | 0 | 8.640 | 3/2/2031 | - | - | - | - |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Vesting Schedules of Outstanding Option and Stock Awards |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Grant Date | Award Type | Vesting Schedule | | 11/21/2024 | Options | One year vesting with 100% unvested; all options or shares from exercised options vest on November 21, 2025. | | 2/15/2022 | RSU | Three year vesting; one-third remains unvested; final tranche vests February 25, 2025. | | 2/14/2023 | RSU | Three year vesting; two-thirds remain unvested; remaining pro-rata vestings will occur on February 25, 2025 and February 24, 2026. | | 10/2/2023 | RSU | Two-thirds remain unvested; remaining pro-rata vestings will occur on February 25, 2025 and February 24, 2026. | | 2/15/2024 | PSU | Three year cliff vesting; 100% remains unvested and will vest on February 23, 2027. | | 2/15/2024 | RSU | 100% remains unvested; pro-rata vestings will occur on February 25, 2025; February 24, 2026; and February 23, 2027. | | 4/10/2024 | RSU | Non-employee director stock award with a one-year cliff vest occurring April 10, 2025. | | 5/6/2024 | RSU | Non-employee director stock award with a one-year cliff vest occurring May 2, 2025. | | 11/21/2024 | PSU (300,000 target units) | One year cliff vest will occur on November 21, 2025; 100% remains unvested. | | 11/21/2024 | RSU | One year vesting with 75% unvested; remaining pro-rata vestings occur on January 24, 2025; April 23, 2025; and July 22, 2025. | | 11/21/2024 | PSU (150,000 target units) | Condition-based vesting; award will vest immediately at 100% in the event of a triggering condition occurring prior to the award expiration date, one year after the date of grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| * Note: Ms. Chadwick’s outstanding awards were forfeited upon her last day of work. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) These amounts were calculated based on the closing price of the Company’s common stock of $7.24 per share as of December 31, 2024 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) The value shown for the grant of 150,000 PSUs on November 11, 2024 to Mr. Rosenzweig is calculated for the purposes of this table based on 100% of the PSUs vesting; the grant date value of this award is $0 and, as of December 31, 2024, attainment of the award remains improbable. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Remaining PSUs with a grant date in 2024 are reported assuming payout at maximum award levels, pursuant to SEC rules as the aggregate achievement of the performance metrics was trending above the target payout level as of December 31, 2024. Award units that are earned vest in full following the performance period. The maximum number of PSUs that can vest is 200% of PSUs granted. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Lance Rosenzweig | - | - | 523,520 | 3,657,935 | | John Witek | - | - | 19,044 | 74,339 | | James Fairweather | - | - | 78,958 | 310,157 | | Shemin Nurmohamed | - | - | 21,247(3) | 82,693 | | Deborah Pfeiffer | - | - | 30,705 | 119,722 | | Jason Dies | 257,426 | 862,676 | 77,579 | 300,151 | | Ana Chadwick | - | - | 66,216 | 259,996 | | Gregg Zegras | - | - | 123,550(4) | 570,961 | | Daniel J. Goldstein | 223,892 | 341,511 | 122,047(5) | 507,766 |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| (1) RSUs granted on March 3, 2021 had a pro-rata vesting on March 12, 2024. RSUs granted on February 15, 2022 and February 14, 2023 had a pro-rata vesting on February 27, 2024. RSUs granted to Mr. Dies on October 2, 2023 had a pro-rata vesting on February 27, 2024, and RSUs granted to Ms. Chadwick on February 16, 2021 had a pro-rata vesting on February 16, 2024. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| For Mr. Rosenzweig, amounts represent (i) a pro-rata portion of the RSUs granted to Mr. Rosenzweig upon his appointment as Interim CEO which vested on May 22, 2024, August 19, 2024, and October 28, 2024, (ii) a pro-rated number of the PSUs granted upon his appointment as Interim CEO which vested on October 28, 2024, and (iii) a pro-rata portion of the RSUs granted to Mr. Rosenzweig in connection with his appointment as CEO that vested on November 21, 2024. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| RSUs outstanding for one year or more fully vested as of the last day worked for Mr. Zegras and Mr. Goldstein, who were retirement eligible at the time of their departure from the Company on June 30, 2024 and March 31, 2024, respectively. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| Figures reported include shares withheld to cover taxes. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| (2) These values were determined based on the stock closing price on the vesting date. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| (3) Ms. Nurmohamed's figures additionally include 4,609 deferred shares from the 2021 RSU grant and 11,486 deferred shares from the 2022 RSU grant, all of which are also reflected in the Nonqualified Deferred Compensation Table as contributions. The receipt of these has been deferred until a period of time after Ms. Nurmohamed's termination or retirement from the Company as elected and are payable in a lump sum six months after her last day of work for the 2021 grant, and in a ten-year annual distribution beginning six months after her last day of work for the 2022 grant. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| (4) The figures for Mr. Zegras additionally include 9,114 deferred shares from the 2021 RSU grant and 110,715 deferred shares from the 2023 RSU grant, all of which are also reflected in the Nonqualified Deferred Compensation Table as contributions. The receipt of these had been deferred until six months following the retirement of Mr. Zegras from the Company. |
OPTION EXERCISES AND STOCK VESTED DURING 2024 FISCAL YEAR
| (5) The figures for Mr. Goldstein additionally include 110,376 deferred shares from the 2023 RSU grant, all of which are also reflected in the Nonqualified Deferred Compensation Table as contributions. The receipt of these had been deferred until six months following the retirement of Mr. Goldstein from the Company. |
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 71 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, 2024 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 14 to the consolidated financial statements included in the 2024 Form 10-K.
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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 | 156,143 | 0 | | | Pitney Bowes Pension Restoration Plan | 8.92 | 102,562 | 0 | | James Fairweather | Pitney Bowes Pension Plan | 13.75 | 151,380 | 0 | | | Pitney Bowes Pension Restoration Plan | 13.75 | 24,517 | 0 |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| (1) Mr. Goldstein and Mr. Fairweather are the only pension-eligible NEOs and are fully vested in their pension benefit. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| (2) Material assumptions used to calculate the present value of accumulated benefits under the Pitney Bowes Pension Plan are detailed in note 14 to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. 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. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
The material terms of the Pitney Bowes Pension Plan and Pension Restoration Plan are as follows:
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| • | The vesting period is three years. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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, stock options, restricted stock, RSUs, PSUs, hiring bonuses, Company contributions to benefits, and expense reimbursements. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(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. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| • | Upon retirement, benefits are payable in a lump-sum or various annuity forms, including life annuity and 50% joint and survivor annuity. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| • | The distribution alternatives under the Pitney Bowes Pension Restoration Plan are designed to comply with the requirements of IRC 409A of the Code. |
PENSION BENEFITS TABLE AS OF DECEMBER 31, 2024(1)
| • | No extra years of credited service are provided and no above-market earnings are credited under the plan. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings/(Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Lance Rosenzweig | | | | | | | 401(k) Restoration Plan(1) | - | - | - | - | - | | Deferred Incentive Savings Plan(2) | - | - | - | - | - | | Deferred Shares(3) | - | - | - | - | - | | John Witek | | | | | | | 401(k) Restoration Plan(1) | - | 7,357 | 5,336 | - | 63,019 | | Deferred Incentive Savings Plan(2) | - | - | - | - | - | | Deferred Shares(3) | - | - | - | - | - | | James Fairweather | | | | | | | 401(k) Restoration Plan(1) | - | 24,978 | 28,109 | - | 272,989 | | Deferred Incentive Savings Plan(2) | - | - | 3,570 | - | 127,426 | | Deferred Shares(3) | 2,518 | - | 37,363 | - | 96,597 | | Shemin Nurmohamed | | | | | | | 401(k) Restoration Plan(1) | - | 14,831 | 2,742 | - | 33,927 | | Deferred Incentive Savings Plan(2) | 32,400 | - | 5,112 | - | 37,512 | | Deferred Shares(3) | 69,505 | - | 117,488 | - | 283,359 | | Deborah Pfeiffer | | | | | | | 401(k) Restoration Plan(1) | - | 16,968 | 52,442 | - | 302,245 | | Deferred Incentive Savings Plan(2) | - | - | 4,072 | - | 154,089 | | Deferred Shares(3) | 974 | - | 14,580 | - | 37,685 | | Jason Dies | | | | | | | 401(k) Restoration Plan(1) | - | 56,978 | 25,080 | - | 312,821 | | Deferred Incentive Savings Plan(2) | 30,240 | - | 91,340 | (246,633) | - | | Deferred Shares(3) | 909 | - | 21,082 | (49,559) | - | | Ana Chadwick | | | | | | | 401(k) Restoration Plan(1) | - | 30,006 | 5,667 | - | 71,969 | | Deferred Incentive Savings Plan(2) | - | - | 1,223 | (7,058) | - | | Deferred Shares(3) | - | - | - | - | - | | Gregg Zegras | | | | | | | 401(k) Restoration Plan(1) | - | 39,837 | 35,630 | - | 298,992 | | Deferred Incentive Savings Plan(2) | - | - | 600 | (11,974) | - | | Deferred Shares(3) | 571,533 | - | 371,470 | (1,028,804) | - | | Daniel J. Goldstein | | | | | | | 401(k) Restoration Plan(1) | - | 25,639 | 45,684 | - | 520,102 | | Deferred Incentive Savings Plan(2) | - | - | 52,942 | (115,249) | 453,786 | | Deferred Shares(3) | 498,828 | - | 782,607 | (2,128,137) | - |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| (1) In the Registrant Contributions in Last FY column amounts shown are Company contributions to the Pitney Bowes 401(k) Restoration Plan earned in 2023 and credited under the 401(k) Restoration Plan in 2024. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| 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. Earnings are not included in the Summary Compensation Table as no portion of the earnings constitute above-market or preferential earnings. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| In the Aggregate Balance at Last FYE column, the aggregate balance for the 401(k) Restoration Plan includes (i) amounts previously reported as compensation in the Summary Compensation Table: $77,890 for Mr. Fairweather; $183,060 for Mr. Dies; $32,449 for Ms. Chadwick; $88,052 for Mr. Zegras; and $270,162 for Mr. Goldstein, and (ii) amounts reported as compensation in the 2024 Summary Compensation Table: $7,357 for Mr. Witek; $24,978 for Mr. Fairweather; $14,831 for Ms. Nurmohamed; $16,968 for Ms. Pfeiffer; $56,978 for Mr. Dies; $30,006 for Ms. Chadwick; $39,837 for Mr. Zegras; and $25,639 for Mr. Goldstein. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| (2) In the Executive Contributions in Last FY column, amounts represent the portion of the annual incentives earned in 2023 and paid in 2024 and deferred under the DISP. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| In the Aggregate Earnings/(Loss) in Last FY column, amounts shown are the respective earnings or losses in the Pitney Bowes DISP. Earnings are not included in the Summary Compensation Table as no portion of the earnings constitute above-market or preferential earnings. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| In the Aggregate Balance at Last FYE column, the aggregate balance for the DISP includes (i) amounts previously reported as compensation in the Summary Compensation Table: $169,392 for Mr. Dies; $5,139 for Ms. Chadwick; $10,910 for Mr. Zegras; and $210,000 for Mr. Goldstein, and (ii) amounts reported as compensation in the 2024 Summary Compensation Table: $32,400 for Ms. Nurmohamed; and $30,240 for Mr. Dies. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| (3) Deferred Shares represent RSUs and PSUs that are vested and deferred by the executive. In the Executive Contributions in Last FY column, the value of executive contributions is calculated by multiplying the number of deferred shares that vested in 2024 by the closing price of one share of Common Stock on the vesting date, or the most recent trading day preceding such vesting date in the case of a non-market trading day. For deferred dividend equivalent units, the vest date is the dividend date. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| The Aggregate Earnings/(Loss) in Last FY amounts reflect increases and decreases in accordance with the Company stock price and the value of deferred units. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| Pursuant to the respective deferral elections, the Aggregate Withdrawals/Distributions column amounts reflect the lump sum release of deferred shares for Mr. Dies, Mr. Zegras, and Mr. Goldstein multiplied by the closing stock price on the date of release (or market trading day most recently preceding the date of release for a non-trading day release). |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| In the Aggregate Balance at Last FYE column, the amounts shown are calculated by multiplying the total number of deferred shares as of December 31, 2024 by the stock closing price of $7.24. This column reflects the following units: 10,057 RSUs and 3,285 dividend equivalents for Mr. Fairweather; 36,868 RSUs and 2,270 dividend equivalents for Ms. Nurmohamed; and 948 PSUs, 2,813 RSUs, and 1,444 dividend equivalents for Ms. Pfeiffer. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
The material terms of the Pitney Bowes 401(k) Restoration Plan are as follows:
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | 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. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | The vesting period is three years. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | For purposes of determining benefits under the 401(k) Restoration Plan, earnings are defined in the same manner as the qualified 401(k) Plan. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | 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. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | 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 71 of this Proxy Statement. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | As of December 31, 2024, all eligible NEOs are fully vested in their accounts with the exception of Mr. Rosenzweig, who will be fully vested after three years of service (as of 5/22/2027). |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | No above-market earnings are credited under the plan. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | Distributions from the 401(k) Restoration Plan are made based on elections submitted by NEOs and are compliant with IRC 409A. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
The material terms of the DISP are as follows:
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | 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. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | No above-market earnings are credited under the plan. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | Distributions from the DISP are made based on elections submitted by NEOs and are compliant with IRC 409A. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
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:
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | Certain executives with 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. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | Executives who choose deferral receive dividend equivalents after the award vests which are also deferred. |
NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2024
| • | Distributions from the Executive Equity Deferral Plan are made based on elections submitted by NEOs and are compliant with IRC 409A. |
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, 2024, 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. As Mr. Dies, Ms. Chadwick, Mr. Zegras and Mr. Goldstein, ceased to be employed by us prior to December 31, 2024, only the payments in connection with their terminations are reflected. For purposes of valuing stock options in the “Post-Termination Payments” tables, we assume that upon a Change of Control, all vested outstanding stock options will be exercised. The amounts reported using the difference between the stock option exercise price and $7.24, the closing price of our common stock as of December 31, 2024, the last trading day of 2024. 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 2024” on page 89 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 2024” starting on page 89 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 stock options, 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.
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 and the KEIP define retirement as at least age 60 with five or more years of service. Prior to November 5, 2024, early retirement was defined as at least age 55 with ten or more years of service. Early retirement was removed from the long-term incentive program and the KEIP effective November 5, 2024, but was applicable for grants and bonus payments prior to the change. NEOs meeting the requirements for retirement may be 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:
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. |
Early and Normal Retirement
| • | Options and RSUs, which are outstanding for at least 12 months prior to separation, fully vest. Options remain exercisable for the duration of the term. Awards outstanding for less than 12 months are forfeited. |
Early and Normal Retirement
NEOs at least 55 years of age with ten or more years of service (applicable to awards granted prior to November 5, 2024):
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; |
Early and Normal Retirement
| • | Options and RSUs outstanding for at least 12 months fully vest and Options remain exercisable for the duration of the term. Awards outstanding less than 12 months are forfeited. |
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 December 1, 2024, excluding Mr. Rosenzweig, the CEO, in accordance with SEC rules. The determination date used is a change from our previous determination date of October 2nd, to more accurately account for our employee population after our exit of the GEC business. 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 2024 annual total compensation of Mr. Rosenzweig was $10,465,392 as reported in the 2024 Summary Compensation Table in this Proxy Statement. The annual total compensation of our median employee in 2024 was $48,088. Therefore, the ratio of the annual total compensation of Mr. Rosenzweig to that of our median employee in 2024 was approximately 217.6 to 1.
2024 PAY VERSUS PERFORMANCE TABLE
2024 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:
2024 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) | | | Lance Rosenzweig | Jason Dies | Marc Lautenbach | Lance Rosenzweig | Jason Dies | Marc Lautenbach | | | Total Shareholder Return | New Peer Group Total Shareholder Return | Old Peer Group Total Shareholder Return | | | | 2024 | $10,465,392 | $6,311,167 | n/a | $8,624,129 | $5,058,195 | n/a | $2,311,287 | $2,334,666 | $223 | $63 | n/a | $(203,597) | $392,690 | | 2023 | n/a | $2,712,791 | $7,266,238 | n/a | $2,794,637 | $4,656,167 | $1,808,904 | $1,840,026 | $131 | $62 | $105 | $(385,627) | $171,595 | | 2022 | n/a | n/a | $7,023,960 | n/a | n/a | $777,215 | $1,617,341 | $678,613 | $107 | $57 | $88 | $36,940 | $153,780 | | 2021 | n/a | n/a | $4,913,938 | n/a | n/a | $6,871,285 | $1,599,173 | $1,747,398 | $177 | $88 | $113 | $(1,351) | $173,689 | | 2020 | n/a | n/a | $4,713,361 | n/a | n/a | $11,196,599 | $1,401,141 | $1,478,019 | $161 | $82 | $109 | $(180,376) | $213,584 |
2024 PAY VERSUS PERFORMANCE TABLE
| (1) Lance Rosenzweig has served as the Principal Executive Officer ("PEO") since May 22, 2024; first as Interim CEO and then as CEO as of October 25, 2024. Prior to Mr. Rosenzweig's role as PEO, Jason Dies served as Interim CEO and PEO from October 2, 2023 through May 21, 2024. Marc Lautenbach served as the PEO January 1, 2023 through October 1, 2023, and for the entirety of 2022, 2021, and 2020. Our other NEOs for the applicable years were as follows: |
2024 PAY VERSUS PERFORMANCE TABLE
- 2024: John Witek, James Fairweather, Shemin Nurmohamed, Deborah Pfeiffer, Ana Chadwick, Gregg Zegras, and Daniel Goldstein - 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
2024 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. Rosenzweig, 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 NEOs other than our PEOs. |
2024 PAY VERSUS PERFORMANCE TABLE
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. When the 2020 long-term compensation awards were issued, PSUs were replaced with cash-settled CIUs, causing Stock Awards and Total Compensation to appear significantly higher for 2022 and 2023 when compared to 2020 and 2021, because CIU awards not yet earned were not included in the Summary Compensation Table until the 2022 table for NEOs other than Mr. Zegras and Mr. Fairweather, who had a CIU payout in the 2021 Summary Compensation Table. When the 2024 long-term incentive awards were issued, we granted stock awards (PSUs) in lieu of cash-settled CIUs, causing Stock Awards and Total Compensation to appear higher for 2024 when compared to 2023 and 2022, as 2024 includes both the payout of the 2022 CIU (performance period ending December 31, 2024) and the grant of the 2024 PSU (performance period ending December 31, 2026). These differences result from different disclosure rules for different kinds of awards, and not on their value, and should normalize over time.
2024 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 2024 amounts for Mr. Rosenzweig and Mr. Dies, and for the average compensation of the other NEOs, is set forth following the footnotes to this table. |
2024 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. |
2024 PAY VERSUS PERFORMANCE TABLE
As described in the Compensation Discussion and Analysis starting on page 52 of this proxy statement we adopted a new peer group effective October 25, 2024. Our new peer group, as reported in our annual reports on Form 10-K for the year ended December 31, 2024 is comprised of: ACCO Brands Corporation; Bread Financial Holdings, Inc.; Cimpress plc; CSG Systems International, Inc.; Deluxe Corporation; Diebold Nixdorf, Incorporated (included from 8/14/2023 when it emerged from bankruptcy); E2open Parent Holdings, Inc. (included from 6/15/2020 when it began trading); HNI Corporation; Matthews International Corporation; McGrath RentCorp; Quad/Graphics, Inc.; Sabre Corporation; TTEC Holdings, Inc.; and Unisys Corporation. Our old peer group, as was reported in our annual report on Form 10-K for the year ended December 31, 2023, was 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 8/14/2023 when it emerged from bankruptcy); Etsy, Inc.; Fidelity National Information Services, Inc.; Fiserv, Inc.; GXO Logistics, Inc. (included from 7/22/2021 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.
2024 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 104 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. |
2024 PAY VERSUS PERFORMANCE TABLE
Reconciliation of Compensation Actually Paid Adjustments:
2024 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 ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(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 ($)(h) | Minus Fair Value as of Prior Fiscal Year- End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | | Lance Rosenzweig | | | | | | | | | | | 2024 | 10,465,392 | - | - | 10,315,022 | 4,815,824 | 0 | 3,657,935 | 0 | - | 8,624,129 | | | Jason Dies | | | | | | | | | | | 2024 | 6,311,167 | - | - | 1,633,083 | 0 | 402,785 | - | (22,674) | - | 5,058,195 | | | Other NEOs (Average)(j) | | | | | | | | | | | 2024 | 2,311,287 | 1,908 | 0 | 874,866 | 854,897 | 100,853 | - | (11,240) | 44,357 | 2,334,666 |
2024 PAY VERSUS PERFORMANCE TABLE
| (a) Represents Total Compensation as reported in the Summary Compensation Table for 2024. With respect to the other NEOs, amounts shown represent averages. |
2024 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 2024. |
2024 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 2024, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
2024 PAY VERSUS PERFORMANCE TABLE
| (d) Represents the grant date fair value of the stock option and stock awards granted during 2024, computed in accordance with the methodology used for financial reporting purposes. |
2024 PAY VERSUS PERFORMANCE TABLE
| (e) Represents the fair value as of December 31, 2024 of the outstanding and unvested option awards and stock awards granted during 2024, using year-end stock price, and otherwise computed in accordance with the methodology used for financial reporting purposes. |
2024 PAY VERSUS PERFORMANCE TABLE
| (f) Represents the change in fair value during 2024 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, 2024, 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, 2024. |
2024 PAY VERSUS PERFORMANCE TABLE
| (g) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during 2024, computed in accordance with the methodology used for financial reporting purposes. |
2024 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 2024, 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. |
2024 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 2024, using year-end stock price, and otherwise computed in accordance with the methodology used for financial reporting purposes. |
2024 PAY VERSUS PERFORMANCE TABLE
| (j) See footnote 1 above for the NEOs included in the average for 2024. |
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 2024. Please see the CD&A for further information regarding how each of these measures is used in the Company’s executive compensation program.
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Adjusted EBIT |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Adjusted EPS |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Adjusted FCF |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Adjusted Revenue |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Return on Invested Capital (ROIC) |
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs
| • | Stock Price |
As Amended Through May 13, 2025
| (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. |

DEF 14A of Pitney Bowes Inc /De/

Proposal 1: Election of Directors

Board of Directors

Role of Governance Committee in Determining Director Compensation

Role of Governance Committee in Determining Director Compensation

Role of Governance Committee in Determining Director Compensation

Role of Governance Committee in Determining Director Compensation

Role of Governance Committee in Determining Director Compensation

Role of Governance Committee in Determining Director Compensation

Effect of Strategic Transformation on 2024 Director Compensation

Directors’ Fees

Directors’ Fees

Directors’ Fees

Stock under the Director’s Compensation Program

Directors’ Equity Deferral Plan

DIRECTOR COMPENSATION FOR 2024

DIRECTOR COMPENSATION FOR 2024

DIRECTOR COMPENSATION FOR 2024

DIRECTOR COMPENSATION FOR 2024

DIRECTOR COMPENSATION FOR 2024

DIRECTOR COMPENSATION FOR 2024

Election of Directors

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

The Nominees

The Nominees

The Nominees

The Nominees

The Nominees

The Nominees

The Nominees

The Nominees

The Nominees

Principal Accountant Fees and Services

Principal Accountant Fees and Services

Reasons for the Amendment

Amended 2024 Plan Highlights

Provisions Designed to Protect Stockholder Interests

Provisions Designed to Protect Stockholder Interests

Provisions Designed to Protect Stockholder Interests

Provisions Designed to Protect Stockholder Interests

Provisions Designed to Protect Stockholder Interests

Provisions Designed to Protect Stockholder Interests

Determination of the Shares Available and Award Limits under the Amended 2024 Plan

Equity Dilution

Equity Dilution

Equity Dilution

Equity Dilution

Burn Rate

Burn Rate

Types of Amended 2024 Plan Awards

Performance Stock Units

Restricted Stock and Restricted Stock Units

Stock Options

Stock Appreciation Rights

Effect of Change of Control

Limited Transferability

Taxation of the Various Amended 2024 Plan Awards

Equity Compensation Plan Information

Equity Compensation Plan Information

Equity Compensation Plan Information

Equity Compensation Plan Information

Equity Compensation Plan Information

Equity Compensation Plan Information

Compensation Governance Best Practices

Interim CEO

CEO

CEO

Equity Vesting Treatment upon Mr. Rosenzweig’s Appointment to CEO

Equity Vesting Treatment upon Mr. Rosenzweig’s Appointment to CEO

Former Interim CEO

Executive Vice President and Chief Innovation Officer

Former Executive Vice President and President, Global Ecommerce

Former Executive Vice President, Chief Legal Officer and Corporate Secretary

2024 Target Compensation Overview

Annual Incentives

Annual Incentives

Annual Incentives

Funding of the 2024 Annual Incentive Pool and Actual Pay-Out

Funding of the 2024 Annual Incentive Pool and Actual Pay-Out

Funding of the 2024 Annual Incentive Pool and Actual Pay-Out