DEF 14A of Pitney Bowes Inc /De/, Mar 30, 2026

DEF 14A of Pitney Bowes Inc /De/

Filed Mar 30, 2026 · FY20250001140361-26-011982

Open on EDGAR

  1. Proposal 1: Election of Directors

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

  2. Board of Directors

    Board of Directors 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.

  3. 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 Governance 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. Highlights of the 2025 Director Compensation Program:

  4. Role of Governance Committee in Determining Director Compensation

    | • | Cash component paid as an annual retainer |

  5. Role of Governance Committee in Determining Director Compensation

    | • | Leadership premiums paid to committee Chairs |

  6. Role of Governance Committee in Determining Director Compensation

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

  7. Role of Governance Committee in Determining Director Compensation

    | • | Annual equity grant in the form of restricted stock units (“RSUs”), 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 |

  8. 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 |

  9. Stock Awards

    Stock Awards During 2025, each non-employee director also received an award of RSUs with a fair market value of $100,000 on the date of grant, which are fully vested one year after the date of grant (directors appointed by the Board to fill a vacancy during the year received a prorated grant). The RSUs 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 RSUs held as of the record date for the payment of the Common Stock dividend. Non-employee directors may elect to defer the settlement of RSUs until the date of termination of service as a director. Deferred RSUs continue to receive dividend equivalents and are converted into Company Common Stock upon the expiration of 90 days following termination of Board service. Shares shown in the table on page 24 of this Proxy Statement disclosing security ownership of directors and executive officers include shares granted to the directors in respect of their service on the Board.

  10. DIRECTOR COMPENSATION TABLE (2025)

    DIRECTOR COMPENSATION TABLE (2025) The compensation earned by or paid to our directors who are not Named Executive Officers (“NEOs”) for the year ended December 31, 2025 is set forth in the following table.

  11. DIRECTOR COMPENSATION TABLE (2025)

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Peter Brimm | 45,632 | 78,911 | 0 | 124,543 | | Catherine Levene | 103,936 | 100,007 | 0 | 203,943 | | Brent Rosenthal | 83,210 | 90,964 | 0 | 174,174 | | Wayne Walker | 27,734 | 66,036 | 0 | 93,770 | | Former Directors | | | | | | Milena Alberti-Perez(4) | 148,500 | 100,007 | 38,403 | 286,910 | | Julie Schoenfeld(4) | 53,927 | 100,007 | 62,551 | 216,485 |

  12. DIRECTOR COMPENSATION TABLE (2025)

    | (1) Director compensation for individuals who served both as directors and NEOs during fiscal year 2025 is fully reflected in the Summary Compensation Table for 2025 on page 63 of this Proxy Statement and such individuals are excluded from the table. Excluded individuals are Kurt Wolf and former directors Paul Evans and Todd Everett. Mr. Wolf served as an independent director until his appointment as CEO in May 2025, after which he did not receive additional compensation for Board service. Outstanding stock awards granted to Mr. Wolf for his service as a director will continue to vest as scheduled during his employment service. Messrs. Evans and Everett each resigned from the Board in connection with their appointments as executive officers of Pitney Bowes Inc. in July 2025 and September 2025, respectively. Upon such transitions, outstanding RSUs previously granted to these individuals as non-employee directors vested on an accelerated basis. |

  13. DIRECTOR COMPENSATION TABLE (2025)

    | (2) Board, committee, and chair retainers are paid quarterly and are prorated for directors serving less than a full year. |

  14. DIRECTOR COMPENSATION TABLE (2025)

    | (3) Represents the aggregate grant date fair value of RSUs granted to the non-employee directors during fiscal year 2025. No restricted stock or stock options were granted during 2025. Upon election, each non-employee director received an RSU award with a grant date fair value of $100,000 calculated using the $9.56 closing price of the Company’s common stock on the New York Stock Exchange on May 13, 2025, the applicable grant date. Messrs. Brimm, Rosenthal, and Walker received prorated RSU awards in connection with their mid-year appointments. The number of RSUs granted to each such director was determined by dividing a prorated portion of the $100,000 annual equity award by the closing price of the Company’s common stock on the applicable grant date: $10.39 on June 18, 2025 for Mr. Rosenthal; $11.40 on August 6, 2025 for Mr. Brimm; and $11.79 on September 22, 2025 for Mr. Walker. When dividing an award value by the closing stock price, the number of RSUs granted to non-employee directors is rounded up to the nearest whole number, and the value reported in the table reflects the value as calculated with the actual number of RSUs granted. The grant date fair value of equity awards is calculated in accordance with FASB ASC 718. The assumptions used in these calculations are described in Note 20, “Stock-Based Compensation Plans,” to the Company’s Consolidated Financial Statements included in the Form 10-K/A for the fiscal year ended December 31, 2025. |

  15. DIRECTOR COMPENSATION TABLE (2025)

    | (4) Following their departure from the Board, Ms. Alberti-Perez and Ms. Schoenfeld served as consultants to the Company. Ms. Alberti-Perez earned $38,403 in cash compensation during fiscal year 2025 in connection with her consultancy, which began in September 2025, and Ms. Schoenfeld earned $62,551 in cash compensation during fiscal year 2025 in connection with her consultancy, which began in July 2025. |

  16. DIRECTOR COMPENSATION TABLE (2025)

    Relationships and Related-Person Transactions

  17. Election of Directors

    Election of Directors The Board currently has five members, and all five of our directors are standing for re-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 Kurt Wolf 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 2027 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 16, 2026, is set forth below.

  18. 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

  19. The Nominees

    The Nominees

  20. The Nominees

    | Director since: 2025 | Peter Brimm | | | President of Envoy Holdings, a family office from 2023 to present. Mr. Brimm is a director of Medical Facilities Corporation (TSX: DR) and is a member of the Audit Committee and Chair of the CorpGovNomComp Committee. | | | Prior to this position, Mr. Brimm was the Executive Vice President of Strategy and Innovation for Shiplake Properties, a Toronto-based real estate firm in 2023 and also served as the Chief Growth Officer at the augmented reality startup Leap Tools Inc. from 2020 to 2023, where he helped build out the business capabilities that led the business to significant revenue growth (qualifying for the Deloitte Fast50 for three consecutive years). Mr. Brimm has also held various roles working as a portfolio manager for several leading hedge funds in the US and in Canada, including Relational Investors and West Face Capital Inc., among others. Mr. Brimm served as a director on the Audit and Compensation Committees for Dye & Durham (TSX: DND). | | | Mr. Brimm, age 51, brings to the Board capital allocation, investing, and operating experience across multiple industries as a strategy and operations consultant, C-Suite executive, and investor. |

  21. The Nominees

    | Director since: 2024 | Catherine Levene | | | Former President of 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 serves as a director of National Public Radio and Informa PLC (FTSE: INF). | | | 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. | | | Ms. Levene, age 56, brings her experience in media, technology, and digital innovation as well as executive leadership expertise. |

  22. The Nominees

    | Director since: 2025 | Brent Rosenthal | | | Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities from 2017 to present. Mr. Rosenthal is a director of Horizon Kinetics Corporation (OTC:HKHC) and Syntec Optics Holdings, Inc. (NASDAQ:OPTX). | | | Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management, an employee-owned investment manager, where he worked from 2002 to 2016. Prior to that, Mr. Rosenthal was director of mergers and acquisitions for RSL Communications Ltd. From 1997 - 2001 and served emerging media companies for Deloitte & Touche LLP from 1993 – 1997. Mr. Rosenthal has significant experience on the Boards of both public and private companies, including lead director for Puerto Rican Municipal Bond Funds; Comscore, Inc. (NASDAQ:SCOR), Rentrak Corporation (NASDAQ:RENT), FLYHT Aerospace Solutions Ltd (OTCQX:FLYLF), RiceBran Technologies (OTCPK:RIBT), SITO Mobile (NASDAQ:SITO) and Suro Labs. | | | Mr. Rosenthal, age 54, has extensive experience serving as a public company director during periods of growth, transformation and leadership change. |

  23. The Nominees

    | Director since: 2025 | Wayne Walker | | | Founder and President of Walker Nell Partners, Inc., an international business consulting firm, since its founding in 1998. Mr. Walker is a director of Outdoor Holdings Company, formerly AMMO, Inc. (Nasdaq: POWW), Stable X Technologies, Inc., formerly AYRO, Inc. (Nasdaq: SBLX), and PharmaCyte Biotech Company (Nasdaq: PMBC). | | | Prior to founding Walker Nell Partners, Inc., Mr. Walker was Senior Counsel in the Corporate Secretary’s office of DuPont Company for approximately 15 years and served on the global leadership teams of DuPont Corian® and the Electronic Materials business. Mr. Walker served as a director of Wrap Technologies, Inc. (Nasdaq: WRAP), an innovator in modern policing solutions (where he also served as Chairperson of the Board) and Pitcairn Company (where he was also Chair of its Compensation Committee). Mr. Walker also served on the Boards of several other public and private companies, including Chairperson of the Board of Trustees of National Philanthropic Trust, a public donor advised fund charity; Vice President of the Board of Education of the City of Philadelphia; and numerous other companies, foundations, and charitable organizations. | | | Mr. Walker, age 67, brings to the Board significant experience as a public company director, with expertise in finance, law, organizational transformation, and corporate transactions. |

  24. 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. Mr. Wolf is formerly a director of GameStop Corp. and Edgewater Technology, Inc. | | | Mr. Wolf, age 53, brings to the Board a strong background in strategy consulting and corporate strategy, and an investor perspective. |

  25. The Nominees

    Report of the Audit Committee

  26. Principal Accountant Fees and Services

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

  27. Principal Accountant Fees and Services

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

  28. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information as of December 31, 2025, regarding the number of shares of Common Stock that may be issued under our equity compensation plans.

  29. 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 | 7,856,316 | $12.53 | 24,045,391 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 7,856,316(1) | $12.53(2) | 24,045,391(3) |

  30. Equity Compensation Plan Information

    | (1) Includes 5,977,808 shares issuable pursuant to outstanding stock options. It also includes 1,250,821 shares issuable pursuant to outstanding Restricted Stock Units (RSUs), and 627,687 shares issuable pursuant to outstanding Performance Stock Units (PSUs). |

  31. Equity Compensation Plan Information

    | (2) Weighted average exercise price of stock options only. |

  32. Equity Compensation Plan Information

    | (3) These securities are available in our reserve for awards made under the Pitney Bowes Inc. 2024 Stock Plan, as amended through May 13, 2025. |

  33. Equity Compensation Plan Information

    REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

  34. Executive Compensation Committee Report

    | | Kurt Wolf Age: 52 | President and Chief Executive Officer since May 2025 Mr. Wolf was appointed to the role of Chief Executive Officer of Pitney Bowes Inc. effective May 22, 2025. He has served on the Board since May 2023, including as Chair of the Executive Compensation Committee and Chair of the former Value Enhancement ad hoc committee. He also serves as a Managing Member and Chief Investment Officer of Hestia Capital Management, LLC, a deep value hedge fund, since 2009. |

  35. 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, with executive stock ownership policies that align their interests with those of our stockholders. | | 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 for our non-CEO 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 |

  36. Mr. Wolf

    Mr. Wolf The Board designed Mr. Wolf’s 2025 compensation with the goal of simplifying the plan and to provide focus on driving company and shareholder value. The Board considered common incentive structures and intentionally designed the majority of his pay “at risk,” ensuring alignment with shareholders. Mr. Wolf’s 2025 compensation consisted of base salary, a short term incentive based on the same metrics as the other NEOs and employees who participate in the Company’s short term incentive program, and premium priced options. Below is a summary of his compensation.

  37. Former CEO

    Former CEO In connection with Mr. Wolf’s appointment as CEO, on May 21, 2025 the Company announced that Mr. Rosenzweig would cease to serve as Chief Executive Officer of the Company and as a member of the Board and would transition to a consultant role through September 21, 2025. As a result, in connection with his transition and involuntary termination without cause, the Company and Mr. Rosenzweig entered into a transition agreement dated May 19, 2025, providing for benefits under the Pitney Bowes Severance Pay Plan (“the “Severance Pay Plan”) comprising: (i) cash severance equal to one and a half times his annual base salary (totaling $750,000), to be paid in installments on regular payroll dates and (ii) a lump sum pro-rata bonus based on target performance in respect of the performance period commencing on his employment start date of October 25, 2024 (totaling $286,301.37), to be paid within thirty (30) days following the effectiveness of the release. In addition, Mr. Rosenzweig received $50,000 per month for his services as a consultant from May 22, 2025 through September 21, 2025. Mr. Rosenzweig’s equity awards that were unvested on May 22, 2025 were treated in accordance with their terms as described below. For additional detail on Mr. Rosenzweig’s termination payments and other compensation for 2025, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75 as well as the “2025 Summary Compensation Table” beginning on page 63. The table below details the treatment of Mr. Rosenzweig’s outstanding, unvested long-term incentive (LTI) awards upon his separation on May 21, 2025.

  38. Former CEO

    | LTI Grant Detail | Unvested Units at Termination | Treatment at Termination | | Restricted Stock Units (RSUs) granted Nov. 2024 | 50,000 | Fully vested upon the last day of employment. | | Options (ISOs) granted Nov. 2024 | 11,111 | Remain outstanding and exercisable until May 21, 2026. | | Options (NQSOs) granted Nov. 2024 | 1,488,889 | Remain outstanding and exercisable until May 21, 2026. | | Performance Stock Units (2024 PSUs) granted Nov. 2024 | 300,000 | Remained outstanding and continued to vest based on actual performance through September 30, 2025, as described below. | | Conditional PSUs granted in Nov. 2024 | 150,000 | Forfeited on last day of employment. |

  39. Former Chief Financial Officer and Treasurer

    Former Chief Financial Officer and Treasurer Effective March 10, 2025, Robert Gold was appointed Executive Vice President and Chief Financial Officer. In connection with his appointment as Chief Financial Officer, Mr. Gold was provided with the following compensation components pursuant to a letter agreement dated February 6, 2025: (i) an annual base salary of $600,000, (ii) an annual incentive award with a target value of 80% of his base salary, which may be earned based on achievement of applicable performance goals established by the Board, subject to his continued employment with the Company through the date of payment, (iii) an annual long-term equity-based incentive award with a target grant date value of $950,000, subject to the terms and conditions of the applicable award agreements and the Company’s long-term incentive plan, and (iv) a one-time cash relocation lump sum payment in the gross amount of $20,000 payable within thirty (30) days of his employment start date. In connection with Mr. Evans’ appointment as EVP, Chief Financial Officer and Treasurer, Mr. Gold was involuntarily terminated without cause effective July 29, 2025. On August 17, 2025, the Company entered into a separation agreement with Mr. Gold providing for transition pay consisting of a cash amount equal to $450,000, paid in installments on regular payroll dates following July 29, 2025. Any restricted stock units and performance stock units granted to him in 2025 were automatically forfeited on his last day of employment. For additional detail on Mr. Gold’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

  40. Former Executive Vice President and President, Sending Technology Solutions

    Former Executive Vice President and President, Sending Technology Solutions In connection with Mr. Everett’s appointment as Executive Vice President and President, Sending Technology Solutions, Ms. Nurmohamed was involuntarily terminated from her position and departed from the Company, effective as of end of business on September 11, 2025. On September 25, 2025, the Company entered into a separation agreement with Ms. Nurmohamed providing for benefits under the Severance Pay Plan comprising: (i) fifty-two (52) weeks’ base pay (totaling $636,000), to be paid in installments on regular payroll dates, and (ii) a lump sum pro-rata bonus in respect of 2025 (totaling $354,069), to be paid within thirty (30) days following September 12, 2025. Additionally, under the terms of the separation agreement, (i) Ms. Nurmohamed’s stock options and RSUs that were outstanding for at least one year as of September 12, 2025 will continue vesting, (ii) upon her reaching age 55, such RSUs will fully vest, (iii) her stock options will remain exercisable until the expiration date set forth in the applicable award agreement, (iv) her PSUs and cash incentive units (CIUs) that were outstanding for at least one year as of September 12, 2025 were prorated, to be valued and paid after the end of the applicable performance cycle, and (v) her stock cash incentive units (“SCIUs”) that were outstanding for at least one year as of September 12, 2025 will continue to vest and remain outstanding upon her reaching age 55. For additional detail on Ms. Nurmohamed’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

  41. Former Executive Vice President and Chief Innovation Officer

    Former Executive Vice President and Chief Innovation Officer The employment of James Fairweather as Executive Vice President and Chief Innovation Officer was involuntarily terminated without cause, effective April 1, 2025. On August 7, 2024, the Company entered into a separation agreement with Mr. Fairweather providing for benefits under the Severance Pay Plan comprising: (i) fifty (52) weeks’ base pay (totaling $605,690), to be paid in installments on regular payroll dates, and (ii) a lump sum pro-rata bonus in respect of 2025, based on actual Company performance, to be paid when annual bonuses were paid to other active employees. Refer to section “Funding of the 2025 Annual Incentive Pool and Actual Pay-Out” on page 49 for further details on the 2025 annual incentive. Additionally, under the terms of the separation agreement, (i) Mr. Fairweather’s stock options and RSUs that were outstanding for at least one year as of April 1, 2025 will continue vesting, (ii) upon his reaching age 55, such stock options and RSUs will fully vest, (iii) his stock options will remain exercisable until the expiration date set forth in the applicable award agreement, (iv) his PSUs and CIUs were prorated, to be valued and paid after the end of the applicable performance cycle, and (v) his SCIUs will be treated in accordance with their terms. For additional detail on Mr. Fairweather’s termination payments, refer to the “Estimated Post-Termination Payments and Benefits” table beginning on page 75.

  42. 2025 Compensation – Alignment with our Investors

    2025 Compensation – Alignment with our Investors We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong pay governance practices. The following chart illustrates that 99% of Mr. Wolf’s CEO compensation in 2025 is at risk and subject to performance goals. As a guideline, for the NEOs, the Committee utilizes median compensation data based on companies with our approximate revenue size from our peer group and the Radford McLagan Compensation Database (Radford Database), as well as recommendations from Pay Governance, our independent compensation consultant, to make compensation decisions. The Committee considers this information to evaluate and ensure competitiveness of base salary, target cash compensation (base salary plus annual incentive), and target direct compensation (base salary plus annual incentive plus long-term incentive). We describe this approach in more detail under “Assessing Competitive Pay Practice” beginning on page 58. We believe market pay data is one decision point in effective pay management. Generally, in addition to market data, pay decisions consider the value of the individual in the job to the organization and relative to other jobs and additional factors such as skills, performance, tenure, and experience. As a result, pay for an executive could be positioned below, at, or above the market median.

  43. 2025 Target Compensation Overview

    | 2025 NEO(1) | Annual Base Salary ($) | Target Annual Incentive ($)(2) | Target Long-Term Incentive ($) | | Kurt Wolf | 40,000 | 500,000 | 3,000,000 | | Paul Evans | 600,000 | 480,000 | 1,500,000 | | Deborah Pfeiffer | 550,000 | 440,000 | 700,000 | | Lauren Freeman-Bosworth | 440,000 | 264,000 | 500,000 | | Todd Everett | 600,000 | 480,000 | 1,500,000 |

  44. 2025 Target Compensation Overview

    | (2) Target Annual Incentive is set as a % of Base Salary. This column is representing the $ equivalent. |

  45. 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. The target annual incentive opportunities for each of the NEOs for 2025 is as follows: Mr. Wolf, $500,000; Mr. Evans, $480,000 (80% of base salary); Ms. Pfeiffer, $440,000 (80% of base salary); Ms. Freeman-Bosworth, $264,000 (60% of base salary); Mr. Everett, $480,000 (80% of base salary); Mr. Rosenzweig, $500,000; Mr. Gold, $480,000 (80% of base salary); Mr. Witek, $180,250 (50% of base salary); Mr. Fairweather, $363,414 (60% of base salary); and Ms. Nurmohamed, $508,800 (80% of base salary). For 2025, the financial measures used to determine annual incentives for NEOs consisted of: Adjusted EBIT and Adjusted Revenue. 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 2025 and describes why they are effective in measuring how our business is performing on a short-term basis:

  46. 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 |

  47. 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 88. For further explanation on objective setting, please see “Determining Compensation – The Decision Process” on page 57. The 2025 performance year annual incentive plan design utilized a straight-line methodology interpolated between each performance level: threshold (50% potential payout), target (100% potential payout), exceeds (150% potential payout), and maximum (200% potential payout) objectives. The addition of the exceeds objective and increase to the maximum payout percentage better aligns the annual incentive design to market and further incentivizes employees to achieve the financial objectives.

  48. Funding of the 2025 Annual Incentive Pool and Actual Pay-Out

    Funding of the 2025 Annual Incentive Pool and Actual Pay-Out In 2025, the Company achieved results between target and exceeds against the Adjusted EBIT objectives and achieved results between threshold and target against the Adjusted Revenue objective. The annual objectives and results are reflected in the table below.

  49. Funding of the 2025 Annual Incentive Pool and Actual Pay-Out

    | Financial Objective(1) | Weighting | Threshold | Target | Exceeds | Maximum | Result | Actual Pay-Out as a % of Target | | Adjusted EBIT(2) | 75% | $418 million | $465 million | $490 million | $500 million | $475.4 million | 90.9% | | Adjusted Revenue(2) | 25% | $1,875 million | $1,983 million | $2,047 million | $2,128 million | $1,883 million | 13.4% | | Financial Objectives | | | | | | | 104.4% |

  50. Funding of the 2025 Annual Incentive Pool and Actual Pay-Out

    | (1) We set financial objective targets at the beginning of 2025 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 89 and “Treatment of Special Events” beginning on page 62. The Committee and the Board believe the 2025 financial objectives at each level (threshold, target, exceeds, 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 2025 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. |

  51. Funding of the 2025 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 89. |

  52. Funding of the 2025 Annual Incentive Pool and Actual Pay-Out

    The achievement of the financial objectives resulted in a multiplier of 104.4% for the total 2025 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 89. The annual incentive payments for Mr. Wolf, Mr. Evans, Ms. Pfeiffer, Ms. Freeman-Bosworth and Mr. Everett were based on the 104.4% multiplier detailed above. Refer to the “Summary Compensation Table” on page 63 for further details regarding 2025 annual incentive payments made to the NEOs. For details on post-termination payments Messrs. Rosenzweig, Gold, Witek and Fairweather and Ms. Nurmohamed, refer to the “Estimated Post-Termination payments and Benefits Table” on page 75.

  53. 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 2025 LTI mix for non-CEO NEOs was 100% equity-based awards with a mix of 60% PSUs and 40% RSUs. Upon his appointment to CEO, Mr. Wolf received 100% of his 2025 LTI award in the form of premium-priced stock options, pursuant to his letter agreement with the Company, and Mr. Rosenzweig did not receive a 2025 LTI award. Refer to section “Premium-Priced Stock Options for Mr. Wolf” on page 54 for further details. The target long-term incentive opportunities for each of the NEOs (other than Mr. Rosenzweig) for 2025 is as follows: Mr. Wolf, $3,000,000; Mr. Evans, $1,500,000; Ms. Pfeiffer, $700,000 (an increase of 17% from the 2024 LTI target); Ms. Freeman-Bosworth, $500,000; Mr. Everett, $1,500,000; Mr. Gold, $950,000; Mr. Witek, $250,000; Mr. Fairweather, $1,600,000; and Ms. Nurmohamed, $900,000 (an increase of 13% from the 2024 LTI target). Increases aligned with the market median of the competitive data for their respective positions. The design and payouts of our LTI program applicable to the non-CEO NEOs are described below. For further details on 2025 grants, please see the “Grants of Plan-Based Awards in 2025” table on page 66.

  54. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) PSUs are generally granted with three-year performance and vesting cycles, 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. An annual grant of PSUs was made to the non-CEO NEOs in February 2025 (other than for Messrs. Evans and Everett, who each received a pro-rated grant following their commencement of employment). The enterprise-wide objectives set by the Committee include two equally weighted financial objectives: Adjusted EPS and 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 57.

  55. Performance Stock Units (PSUs)

    | Financial Measure | Weighting | Rationale | | Adjusted EPS | 50% | Focuses executive officers on growing Company profitability. | | Adjusted FCF | 50% | Measures the Company’s ability to generate cash that can be used to pay dividends, reduce debt, or reinvest in operations. |

  56. 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 89 and “Treatment of Special Events” beginning on page 62. 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 2025-2027 PSU grant, the Committee will modify the resulting earned unit value by up to plus or minus (+/-) 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. The TSR modifier on the 2025 grant utilizes 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:

  57. Performance Stock Units (PSUs)

    | | Company Rank vs. S&P 1000 (percentile) | TSR Modifier(1) | | Max | >=75th | 25% | | Target | 51st | 0% | | Threshold | <=25th | -25% |

  58. Performance Stock Units (PSUs)

    | (1) The TSR modifier for 2025 – 2027 PSU performance period uses a straight-line interpolation methodology across payout levels. |

  59. Performance Stock Units (PSUs)

    The number of PSUs 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.

  60. 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 the non-CEO NEOs employed in February 2025 (other than for Messrs. Evans and Everett, who each received a pro-rated grant following their commencement of employment).

  61. CIU Objectives, Metrics, and Funding for the Completed 2023-2025 Performance Cycle

    | (1) Adjusted EPS and Adjusted FCF are non-GAAP measures. For a reconciliation and additional information regarding 2025, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 89 and “Treatment of Special Events” beginning on page 62. Refer to the “Reconciliation of Reported Consolidated Results to Adjustment Measures” tables of the 2023 and 2024 proxy statements for 2023 and 2024 measure reconciliations. The 2024 and 2025 financial targets for the 2023-2025 CIUs are the same used for the completed years in the 2024-2026 CIU and PSU and 2025-2027 PSU performance periods. |

  62. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    Stock Cash Incentive Unit (SCIU) Objectives and Funding In 2023 and 2024, the LTI grant mix for non-executive officers included a cash-based component consisting of SCIU awards to help manage increased stockholder dilution and elevated burn rates at the time. Prior to being appointed as executive officers, Mses. Pfeiffer and Freeman-Bosworth, Mr. Witek, and Ms. Nurmohamed all received SCIU awards. 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 of 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. For the vesting of the third 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 2025 of $10.62 (limited by the 75% minimum and 150% maximum Unit Multiplier thresholds). The performance multiplier for the third 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 third 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 2025.

  63. 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 2025 | $10.62 | | Percentage Change | +135% | | Multiplier for 3rd vesting of 2023 award | 150% |

  64. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    For the vesting of the second tranche of the 2024 SCIU award, the percentage change is calculated over the average of the closing PBI stock price of the first 10 trading days of 2024 of $4.22 versus the average of the closing PBI stock price of the last 10 trading days of 2025 of $10.62 (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 2024 and the last 10 trading days of 2025.

  65. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    | Long-Term Incentive | Value | | Average closing stock price of PBI for first 10 trading days of 2024 | $4.22 | | Average closing stock price of PBI for last 10 trading days of 2025 | $10.62 | | Percentage Change | +151.7% | | Multiplier for 2nd vesting of 2024 award | 150% |

  66. 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 2026 for the listed NEOs, none of whom were executive officers at the time of the grant in 2023.

  67. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    | Executive | Target SCIUs Awarded Applicable to the Third Vesting of the 2023-2025 award | Performance Multiplier | Units Vested | | Deborah Pfeiffer | 100,000 | 150% | 150,000 | | Lauren Freeman-Bosworth | 29,167 | 150% | 43,751 | | John Witek | 50,000 | 150% | 75,000 | | Shemin Nurmohamed | 120,000 | 150% | 180,000 |

  68. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    Based on the 2024-2026 SCIU performance multiplier of 150% per unit, the table below displays the number of SCIUs vested in February 2026 for Ms. Freeman-Bosworth, who was not an Executive Officers at the time of the grant in 2024.

  69. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    | Executive | Target SCIUs Awarded Applicable to the Second Vesting of the 2024-2026 award | Performance Multiplier | Units Vested | | Lauren Freeman-Bosworth | 29,166 | 150% | 43,749 |

  70. Stock Cash Incentive Unit (SCIU) Objectives and Funding

    | Note: 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 and SCIU awards are included at the end of the performance period, when they are earned. This means total compensation in the 2025 Summary Compensation Table reflects both the PSUs granted in 2025 and the vesting CIUs (granted in 2023) and SCIUs (granted in 2023 and 2024). |

  71. Premium-Priced Stock Options for Mr. Wolf

    Premium-Priced Stock Options for Mr. Wolf Premium-priced stock options directly align Mr. Wolf’s interests with those of our stockholders by incentivizing growing the value of the Company’s stock. In connection with Mr. Wolf’s appointment as CEO, the independent members of the Board awarded him 689,127 premium-priced stock options as his 2025 LTI award. One-third of the options has an exercise price equal to each of $12.00, $14.00 and $16.00, respectively which was 20%, 41%, and 61%, respectively, above the $9.96 per share fair market value on May 22, 2025. The options will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Wolf’s continued employment as CEO through the applicable vesting date (provided that the options will vest on certain qualifying terminations). The options will expire on the fifth anniversary of the grant date, and will be subject to the terms and conditions of the Company’s 2024 Stock Plan, as amended through May 13, 2025, and the applicable award agreement.

  72. 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. |

  73. 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.

  74. 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 2025, objectives were aligned with the 2025 Company budget. The Committee and the independent directors review the recommendations particularly with respect to the appropriateness and rigor of the objectives and approve the final annual and long-term objectives. Concerning the former CEO, 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 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 48 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 49 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.

  75. Assessing Competitive Pay Practice

    Assessing Competitive Pay Practice The Radford Database is 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 target pay-outs to evaluate ongoing compensation opportunity and competitiveness. Finally, the Committee’s independent compensation consultant reviews the data presented to the Committee and provides additional publicly available data from our peer group before the Committee establishes the target total direct compensation structure. The Committee sets compensation targets assuming achievement of specific incentive award performance objectives at target. The Radford Database is regressed for corporate revenue of approximately $1.0 - $2.99 billion for corporate leaders. The Radford Database is also 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:

  76. Assessing Competitive Pay Practice

    | • | The value of the total rewards package; |

  77. Assessing Competitive Pay Practice

    | • | Program design and strategic considerations; |

  78. Assessing Competitive Pay Practice

    | • | Affordability; |

  79. Assessing Competitive Pay Practice

    | • | Changing competitive conditions; |

  80. Assessing Competitive Pay Practice

    | • | Program transition considerations; |

  81. Assessing Competitive Pay Practice

    | • | The definition and scope of the executive’s role; |

  82. Assessing Competitive Pay Practice

    | • | The executive’s individual contributions to the Company; |

  83. Assessing Competitive Pay Practice

    | • | Unique skill sets presented by the employee; and |

  84. Assessing Competitive Pay Practice

    | • | Succession or retention considerations. |

  85. 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.

  86. 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. 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 (e.g., transportation and retail). The Committee maintained the same peer group approved in October 2024 for FY 2025. The peer group approved October 25, 2024, and in effect as of December 31, 2025, consisted of the following:

  87. Peer Group as of December 31, 2025(1)

    Peer Group as of December 31, 2025(1)

  88. Peer Group as of December 31, 2025(1)

    | Company Name | 12/31/2025 Revenue ($ millions) | 12/31/2025 Market Capitalization ($ millions) | | ACCO Brands Corporation | $1,544 | $336 | | Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation) | $2,603 | $3,380 | | Cimpress plc | $3,564 | $1,643 | | CSG Systems International, Inc. | $1,223 | $2,083 | | Deluxe Corporation | $2,133 | $1,005 | | Diebold Nixdorf, Incorporated | $3,806 | $2,435 | | HNI Corporation | $2,593 | $2,986 | | Matthews International Corporation | $1,381 | $804 | | McGrath RentCorp | $931 | $2,583 | | Quad/Graphics, Inc. | $2,420 | $319 | | Sabre Corporation | $2,771 | $537 | | TTEC Holdings, Inc. | $2,134 | $175 | | Unisys Corporation | $1,921 | $197 | | 25th Percentile | $1,421 | $336 | | Median | $2,134 | $1,005 | | 75th Percentile | $2,601 | $2,435 |

  89. Peer Group as of December 31, 2025(1)

    | Pitney Bowes Inc. | $1,893 | $1,701 | | PBI Percentile Rank | 38% | 59% |

  90. Peer Group as of December 31, 2025(1)

    Source: S&P Capital I.Q.

  91. Peer Group as of December 31, 2025(1)

    | (1) Peer group as of December 31, 2025, used for reviewing NEO peer median pay levels and conducting pay practice reviews. E2open Parent Holdings, Inc. was included through 8/4/25 when it was acquired by WiseTech Global Ltd. |

  92. Peer Group as of December 31, 2025(1)

    While the peer group discussed above was used by the Committee to assess compensation practices and market competitiveness in 2025, the TSR modifier used in the payout of CIUs/PSUs granted since 2023 measures company stock performance relative to the S&P 1000 Index; see “CIU Objectives, Metrics, and Funding for the Completed 2023-2025 Performance Cycle” starting on page 51 of this Proxy Statement for more discussion related to the TSR modifier). Additionally, as part of its annual process, the Committee assessed the peer group used for comparing NEO peer median pay levels and conducting pay practice reviews. The Committee approved a new peer group on October 27th, 2025, to go into effect January 1, 2026. The peer group was changed to eliminate one company, E2open, which was acquired by WiseTech Global in August 2025.

  93. 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).

  94. 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 2025: 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 year 2025, our annual 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. MNPI Considered in the Determination of Grant Timing and Terms & Conditions: LTI awards may also be granted to a NEO upon hire, or on a limited basis, for retention purposes that may fall outside of the timing of the annual or quarterly grants. The Committee and Board consider the timing of reports filed containing MNPI when finalizing the timing of such awards. The Committee also confirms 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. In 2025, Mr. Wolf’s premium-priced stock options were granted the day after his appointment as CEO was publicly announced, and Messrs. Evans’ and Everett’s pro-rated RSU and PSU awards for 2025 were granted more than ten trading days following the announcement of their respective appointments. It is Pitney Bowes’ policy to comply with all applicable securities and state laws when granting awards or engaging in transactions in Pitney Bowes’ securities. Option Grants Made in Close Proximity to the Release of Material Nonpublic Information: As required by Item 402(x) of Regulation S-K, the following table provides certain information regarding Mr. Wolf’s premium-priced stock options.

  95. Consideration of Material Nonpublic Information (MNPI) in Relation to Timing of Awards

    | (d) As previously mentioned in the section “Premium-Priced Stock Options for Mr. Wolf” on page 54 of this proxy statement, Mr. Wolf received a performance based award of non-qualified stock options in connection with his appointment to CEO on May 22, 2025; the closing price of common stock on the date of grant was $9.96. One-third of the options has an exercise price equal to each of $12.00, $14.00 and $16.00, respectively, which was 20%, 41%, and 61%, respectively, above the $9.96 per share fair market value on May 22, 2025. The options will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Wolf’s continued employment as CEO. |

  96. Consideration of Material Nonpublic Information (MNPI) in Relation to Timing of Awards

    | (e) The amounts in this column represent the grant date fair value of the stock option awards computed in accordance with FASB ASC 718. Notes 1 and 20 of the Consolidated Financial Statement included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025 detail assumptions underlying valuation of stock awards and options. |

  97. 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, as described further under the “Estimated Post-Termination Payments and Benefits” table on page 75, 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 also does not maintain arrangements providing for gross-ups to 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.

  98. Treatment of Special Events

    Treatment of Special Events The Committee believes that the metrics for incentive compensation should be specific and objective. However, the Committee recognizes that during the measurement period, certain one-time or unusual events may distort, either positively or negatively, the Company’s financial performance. Accordingly, when evaluating Adjusted EBIT and Adjusted EPS performance for purposes of performance based compensation, as applicable, against the pre-determined objectives, the Committee excluded certain factors outside employees’ control, including: restructuring charges, impairment charges, pension settlement charges, foreign currency gains and losses on intercompany loans, charges/benefits in connection with the Ecommerce Restructuring, gains/losses on debt transactions, and certain transaction and strategic review costs that we believe are not indicative to our core business. In addition to the foregoing, the Committee retains discretion and judgment to make further adjustments when evaluating performance results to the extent it deems appropriate. Accordingly, the Committee approved additional exclusions when evaluating Adjusted EBIT performance for the 2025 annual incentives, including: professional fees incurred at the request of the Board, severance costs for executives not already included in restructuring charges, excise taxes incurred on the repurchase of our stock, and the impact of out of period accounting adjustments. These additional items were not applicable to Mr. Rosenzweig’s 2024-2025 annual incentive, which was paid based on target performance as per his transition agreement. For additional detail, please refer to the “Reconciliation of Reported Consolidated Results to Adjusted Measures” table on page 89 of this Proxy Statement. The following 2025 Summary Compensation Table shows all compensation earned by or paid to the NEOs in 2025, 2024, and 2023, including amounts earned and deferred during the periods under the nonqualified deferred compensation plans. For additional information regarding grants made during 2025 to the NEOs, please see the “Grants of Plan-Based Awards in 2025” table on page 66 of this Proxy Statement.

  99. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  100. 2025 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) ($) | Total(7) ($) | | Kurt Wolf President and Chief Executive Officer | 2025 | 24,769 | - | 100,007 | 3,000,000 | 320,351 | - | 128,179 | 3,573,306 | | Paul Evans Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 258,462 | - | 689,920 | - | 214,177 | - | 125,828 | 1,288,387 | | Deborah Pfeiffer Executive Vice President and President, Presort Services | 2025 | 543,846 | - | 661,377 | - | 831,360 | - | 51,077 | 2,087,660 | | | 2024 | 503,846 | | 544,361 | | 848,400 | - | 60,471 | 1,957,078 | | Lauren Freeman-Bosworth Executive Vice President, General Counsel and Corporate Secretary | 2025 | 435,077 | - | 472,413 | - | 418,616 | - | 29,170 | 1,355,276 | | Todd Everett Executive Vice President and President of Sending Technology Solutions | 2025 | 180,000 | - | 454,451 | - | 149,650 | - | 109,132 | 893,233 | | Lance Rosenzweig(8) Former Chief Executive Officer | 2025 | 194,231 | - | - | - | 286,301 | - | 599,281 | 1,079,813 | | | 2024 | 133,231 | - | 7,855,022 | 2,460,000 | - | - | 17,139 | 10,465,392 | | Robert Gold Former Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 233,077 | - | 894,351 | - | - | - | 285,123 | 1,412,551 | | John Witek Former Interim Chief Financial Officer and Chief Accounting Officer | 2025 | 88,739 | 69,677 | 236,212 | - | 257,112 | - | 595,283 | 1,247,023 | | | 2024 | 363,273 | 512,581 | - | - | 533,054 | - | 67,496 | 1,476,404 | | James Fairweather Former Executive Vice President and Chief Innovation Officer | 2025 | 149,093 | - | 1,511,737 | - | 1,159,152 | 0 | 519,998 | 3,339,980 | | | 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 | | Shemin Nurmohamed Former Executive Vice President and President, Sending Technology Solutions | 2025 | 439,246 | - | 850,350 | - | 770,869 | - | 230,606 | 2,291,071 | | | 2024 | 604,616 | - | 725,817 | - | 939,420 | - | 225,032 | 2,494,885 |

  101. 2025 SUMMARY COMPENSATION TABLE

    | (1) This column reflects $69,677 in additional monthly stipend compensation earned by Mr. Witek during fiscal year 2025 in connection with his service as Interim Chief Financial Officer, which was paid in addition to his base salary. |

  102. 2025 SUMMARY COMPENSATION TABLE

    | (2) This column reflects the aggregate grant date fair value of stock awards granted to NEOs in fiscal years 2025, 2024, and 2023, based on the applicable grant date fair value in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are described in Note 20, “Stock-Based Compensation Plans” to the Company’s Consolidated Financial Statements in the Form 10-K/A for the year ended |

  103. 2025 SUMMARY COMPENSATION TABLE

    December 31, 2025. The grant date fair values reported in the table are based on the probable outcome of applicable performance conditions as of the grant date and, except for RSUs granted to Messrs. Wolf, Evans, and Everett in their capacities as independent members of the Board, reflect the exclusion of dividend equivalents during the vesting period. The value of PSUs granted in fiscal year 2025 reported in the table reflect the grant date fair value of such awards based on the target number of shares and a dividend-discounted fair value per share on the date of grant. At the highest level of performance, the grant date fair value of stock awards granted in fiscal year 2025 would be: for Mr. Evans, $1,043,076; for Ms. Pfeiffer, $1,054,700; for Ms. Freeman-Bosworth, $753,361; for Mr. Everett, $666,655; for Mr. Gold, $1,427,046; for Mr. Witek, $376,686; for Mr. Fairweather, $2,410,768; and for Ms. Nurmohamed, $1,356,058. A Monte-Carlo simulation is used for valuing PSUs after the date of the award from the date the award objectives are set through the end of the performance period. Amounts reported for fiscal year 2025 for Messrs. Gold, Witek, and Fairweather and Ms. Nurmohamed were subsequently forfeited upon their termination of employment.

  104. 2025 SUMMARY COMPENSATION TABLE

    | (3) This column represents the grant date fair value of stock options awarded to NEOs, based on the applicable grant date fair value computed in accordance with FASB ASC Topic 718 and using the Black-Scholes option pricing model. The assumptions used to calculate these amounts are described in Note 20, “Stock-Based Compensation Plans” to the Company’s Consolidated Financial Statements in the Form 10-K/A for the year ended December 31, 2025. Except for awards granted to Mr. Wolf, no stock options were granted to NEOs in fiscal year 2025. |

  105. 2025 SUMMARY COMPENSATION TABLE

    | (4) For each year presented, this column reflects (i) annual incentive compensation earned, (ii) CIU pay-outs earned with respect to CIU awards for three-year performance cycles ending in the year shown, and (iii) SCIU pay-outs earned with respect to SCIU awards for one-year multiplier cycles ending in the year shown. CIU and SCIU pay-outs are subject to the maximum award limit applicable to any individual participant for a calendar year. |

  106. 2025 SUMMARY COMPENSATION TABLE

    For NEOs who remained employed as of the end of fiscal year 2025, as well as for Mr. Fairweather’s amount (which was prorated based on actual service and paid pursuant to his separation agreement), annual incentive amounts for fiscal year 2025 are based on actual achievement of Company financial objectives and applicable performance multipliers.

  107. 2025 SUMMARY COMPENSATION TABLE

    | The amounts for fiscal year 2025 reflect the following: for Mr. Wolf - annual incentive of $320,351; for Mr. Evans - annual incentive of $214,177; for Ms. Pfeiffer - annual incentive of $459,360, CIU pay-out of $222,000, and SCIU pay-out of $150,000; for Ms. Freeman-Bosworth - annual incentive of $275,616, CIU pay-out of $55,500, and SCIU pay-out of $87,500; for Mr. Everett - annual incentive of $149,650; for Mr. Witek - annual incentive of $71,112, CIU pay-out of $111,000, and SCIU pay-out of $75,000; for Mr. Fairweather - annual incentive of $93,552 and CIU payout of $1,065,600; and for Ms. Nurmohamed - annual incentive of $354,069, CIU pay-out of $236,800, and SCIU pay-out of $180,000. Annual incentive amounts for Mr. Rosenzweig, Mr. Witek, and Ms. Nurmohamed are prorated based on actual service and paid at target performance pursuant to their separation agreements, in line with standard Company practice. |

  108. 2025 SUMMARY COMPENSATION TABLE

    | (5) This column shows the change in the actuarial present value of the accumulated pension benefit for Mr. Fairweather, who is fully vested in his pension benefit and the only pension eligible NEO. Both the qualified Pension Plan and nonqualified Pension Restoration Plan were frozen to all participants on December 31, 2014. For purposes of the table, negative values are reflected as zero; the actual change for Mr. Fairweather in 2025 was ($2,641). |

  109. 2025 SUMMARY COMPENSATION TABLE

    | (6) The amounts reported for fiscal year 2025 reflect all other compensation received by the NEO that is not reported elsewhere and include $2,400 per NEO for an annual health examination allotment, allocated equally to preserve privacy of individual use. |

  110. 2025 SUMMARY COMPENSATION TABLE

    | For Mr. Wolf, prior to his employment commencement date, $40,962 was earned as a non-employee member of the Board. Mr. Wolf’s reported amount also includes (i) $70 in Company-paid life insurance premiums and (ii) aggregate perquisites of $87,147. Within this total is $78,065 in cash travel stipend payments and $9,082 in other perquisites, each below the SEC itemization threshold. In fiscal year 2025, other perquisites reflect the aggregate company cost of reimbursement of financial counseling, legal fees, $1,909 in tax-related payments made by the Company, and the health examination allotment. |

  111. 2025 SUMMARY COMPENSATION TABLE

    | For Mr. Evans, prior to his employment commencement date, $63,082 was earned as a non-employee member of the Board. Mr. Evans’s reported amount also includes (i) $1,050 in Company-paid life insurance premiums and (ii) aggregate perquisites of $61,696. Within this total is $28,000 in travel stipend payments, $26,130 in reimbursement of documented travel expenses incurred prior to application of the travel stipend, and $7,566 in other perquisites, each below the SEC itemization threshold. In fiscal year 2025, other perquisites reflect the aggregate company cost of reimbursement of financial counseling, legal expenses, $873 in tax-related payments made by the Company, and the health examination allotment. |

  112. 2025 SUMMARY COMPENSATION TABLE

    | Ms. Pfeiffer’s reported amount includes $21,000 in Company contributions to the 401(k) Plan, $10,000 in Company contributions to the 401(k) Restoration Plan, $1,250 in Company contributions to her Health Savings Account under the broad-based employee benefit plans, $962 in Company-paid life insurance premiums, and aggregate perquisites of $17,865, consisting of $15,465 in financial counseling fees and the $2,400 health examination allotment. |

  113. 2025 SUMMARY COMPENSATION TABLE

    | Ms. Freeman-Bosworth’s reported amount includes $21,000 in Company contributions to the 401(k) Plan, $2,500 in Company contributions to the 401(k) Restoration Plan, $770 in Company-paid life insurance premiums, and aggregate perquisites of $4,900, consisting of financial counseling fee reimbursement and the annual health examination allotment. |

  114. 2025 SUMMARY COMPENSATION TABLE

    | For Mr. Everett, prior to his employment commencement date, $74,902 was earned as a non-employee member of the Board. Mr. Everett’s reported amount also includes $1,250 in Company contributions to his HSA under our broad-based employee benefit plans, $1,050 in Company-paid life insurance premiums, and aggregate perquisites of $31,930. Within this total is $18,000 in travel stipend payments, $7,577 in reimbursement of documented travel expenses incurred prior to application of the travel stipend, $3,953 in financial counseling reimbursements, and the $2,400 annual health examination allotment. |

  115. 2025 SUMMARY COMPENSATION TABLE

    | Mr. Rosenzweig’s reported amount includes $307,692 in severance payments paid for 2025, $200,000 in post-termination consulting fees, $875 in Company-paid life insurance premiums, and aggregate perquisites of $90,714. Within this total is $39,354 in reimbursed legal fees, $44,112 in associated tax-related payments, and $7,248 in other perquisites, each below the SEC itemization threshold. In fiscal year 2025, other perquisites consist of travel benefits, the aggregate company cost of a state-mandated remote employee allowance and the health examination allotment. |

  116. 2025 SUMMARY COMPENSATION TABLE

    | Mr. Gold’s reported amount includes $233,077 in transition payments paid for 2025, $1,050 in Company-paid term life insurance premiums, and aggregate perquisites of $50,996. Within this total is a $20,000 relocation allowance, $10,720 in legal fees paid by the Company, $14,614 in tax-related payments, and $5,662 in other perquisites, each below the SEC itemization threshold. In fiscal year 2025, other perquisites reflect the aggregate company cost of travel benefits, a state-mandated remote employee allowance, and the health examination allotment. |

  117. 2025 SUMMARY COMPENSATION TABLE

    | Mr. Witek’s reported amount includes $548,148 in severance payments paid for 2025, $21,000 in Company contributions to the 401(k) Plan, $7,639 in Company contributions to the 401(k) Restoration Plan, $631 in Company-paid life insurance premiums, and aggregate perquisites of $17,865, consisting of $15,465 in financial counseling fees and the $2,400 health examination allotment. |

  118. 2025 SUMMARY COMPENSATION TABLE

    | Mr. Fairweather’s reported amount includes $458,927 in severance payments paid for 2025, $21,000 in Company contributions to the 401(k) Plan, $20,237 in Company contributions to the 401(k) Restoration Plan, $909 in Company contributions to his HSA under our broad-based employee benefit plans, $1,060 in Company-paid life insurance premiums, and aggregate perquisites of $17,865, consisting of $15,465 in financial counseling fees and the $2,400 health examination allotment. |

  119. 2025 SUMMARY COMPENSATION TABLE

    | Ms. Nurmohamed’s reported amount includes $190,800 in severance payments paid for 2025, $21,000 in Company contributions to the 401(k) Plan, $10,000 in Company contributions to the 401(k) Restoration Plan, $1,250 in Company contributions to her HSA under our broad-based employee benefit plans, $1,113 in Company-paid life insurance premiums, and aggregate perquisites of $6,443, which includes $1,295 in tax-related payments. |

  120. 2025 SUMMARY COMPENSATION TABLE

    | (7) The salary component within the total compensation reported for fiscal year 2025 for each NEO is as follows: for Mr. Wolf, 1%; for Mr. Evans, 20%; for Ms. Pfeiffer, 26%; for Ms. Freeman-Bosworth, 32%; for Mr. Rosenzweig, 18%; for Mr. Gold, 17%; for Mr. Witek, 7%; for Mr. Fairweather, 4%; and for Ms. Nurmohamed, 19%. |

  121. 2025 SUMMARY COMPENSATION TABLE

    The amounts reported for Mr. Wolf, Mr. Evans, and Mr. Everett for fiscal year 2025 include compensation earned (i) as non-employee members of the Board from January 1, 2025 until their respective employment commencement dates and (ii) thereafter as executive officers. The non-employee Board compensation included in the table is as follows: For Mr. Wolf - $100,007 in Stock Awards and $40,962 in All Other Compensation; for Mr. Evans - $100,007 in Stock Awards and $63,082 in All Other Compensation; and for Mr. Everett - $100,007 in Stock Awards and $74,902 in All Other Compensation.

  122. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025

  123. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | 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 (#) | | | | | | Kurt Wolf | | | | | | | | | | | | | Restricted Stock Units(2) | 5/13/2025 | | | | | | | 10,461 | | | 100,007 | | Annual Incentive(3) | | 38,356 | 306,849 | 613,699 | | | | | | | | | Stock Options(4) | 5/22/2025 | | | | | | | | 229,709 | $12.00 | 1,065,850 | | Stock Options(4) | 5/22/2025 | | | | | | | | 229,709 | $14.00 | 996,937 | | Stock Options(4) | 5/22/2025 | | | | | | | | 229,709 | $16.00 | 937,213 | | Paul Evans | | | | | | | | | | | | | Restricted Stock Units(2) | 5/13/2025 | | | | | | | 10,461 | | | 100,007 | | Annual Incentive(3) | | 25,644 | 205,151 | 410,301 | | | | | | | | | Performance Stock Units(5) | 8/13/2025 | | | | 2,069 | 33,098 | 66,196 | | | | 353,156 | | Restricted Stock Units(6) | 8/13/2025 | | | | | | | 22,065 | | | 236,757 | | Deborah Pfeiffer | | | | | | | | | | | | | Annual Incentive(3) | | 55,000 | 440,000 | 880,000 | | | | | | | | | Performance Stock Units(5) | 2/26/2025 | | | | 2,488 | 39,810 | 79,620 | | | | 393,323 | | Restricted Stock Units(6) | 2/26/2025 | | | | | | | 26,540 | | | 268,054 | | Lauren Freeman-Bosworth | | | | | | | | | | | | | Annual Incentive(3) | | 33,000 | 264,000 | 528,000 | | | | | | | | | Performance Stock Units(5) | 2/26/2025 | | | | 1,777 | 28,436 | 56,872 | | | | 280,948 | | Restricted Stock Units(6) | 2/26/2025 | | | | | | | 18,957 | | | 191,466 | | Todd Everett | | | | | | | | | | | | | Restricted Stock Units(2) | 5/13/2025 | | | | | | | 10,461 | | | 100,007 | | Annual Incentive(3) | | 17,918 | 143,342 | 286,685 | | | | | | | | | Performance Stock Units(5) | 9/26/2025 | | | | 1,212 | 19,397 | 38,794 | | | | 212,203 | | Restricted Stock Units(6) | 9/26/2025 | | | | | | | 12,931 | | | 142,241 | | Lance Rosenzweig(7) | | | | | | | | | | | | | Robert Gold | | | | | | | | | | | | | Annual Incentive(3) | | 23,178 | 185,425 | 370,849 | | | | | | | | | Performance Stock Units(5) | 3/21/2025 | | | | 3,822 | 61,159 | 122,318 | | | | 532,695 | | Restricted Stock Units(6) | 3/21/2025 | | | | | | | 40,773 | | | 361,657 | | John Witek | | | | | | | | | | | | | Annual Incentive(3) | | 36,050 | 288,400 | 576,800 | | | | | | | | | Performance Stock Units(5) | 2/26/2025 | | | | 889 | 14,218 | 28,436 | | | | 140,474 | | Restricted Stock Units(6) | 2/26/2025 | | | | | | | 9,479 | | | 95,738 | | James Fairweather | | | | | | | | | | | | | Annual Incentive(3) | | 45,427 | 363,414 | 726,828 | | | | | | | | | Performance Stock Units(5) | 2/26/2025 | | | | 5,687 | 90,995 | 181,990 | | | | 899,031 | | Restricted Stock Units(6) | 2/26/2025 | | | | | | | 60,664 | | | 612,706 | | Shemin Nurmohamed | | | | | | | | | | | | | Annual Incentive(3) | | 63,600 | 508,800 | 1,017,600 | | | | | | | | | Performance Stock Units(5) | 2/26/2025 | | | | 3,199 | 51,185 | 102,370 | | | | 505,708 | | Restricted Stock Units(6) | 2/26/2025 | | | | | | | 34,123 | | | 344,642 |

  124. GRANTS OF PLAN-BASED AWARDS IN 2025

    The Grants of Plan Based Awards table reflects the potential threshold, target, and maximum pay-out for annual incentive and PSU awards, and the grant date fair value of stock and stock option awards.

  125. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (1) The amounts in this column represent the grant date fair value of PSU, RSU, and stock option awards computed in accordance with FASB ASC 718. Notes 1 and 20 of the Consolidated Financial Statement included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025 detail assumptions underlying valuation of stock awards and options. Stock award fair values are calculated in accordance with guidance, based on the probable outcome of applicable performance conditions on the grant date and, with the exception of RSUs granted to Messrs. Wolf, Evans, and Everett in their capacities as independent members of the Board, reflect an adjustment for the exclusion of dividends during the vesting period. |

  126. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (2) Messrs. Wolf, Evans, and Everett received an RSU grant prior to their employment start dates in their capacities as independent members of the Board. The number of RSUs granted on May 13, 2025 was determined using the stock closing price on the date of grant, $9.56. These RSUs generally cliff vest one year after the date of grant. In fiscal year 2025, full vesting of outstanding equity awards for Messrs. Evans and Everett was accelerated upon their transition to executive officers. |

  127. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (3) Values in this row represent the potential threshold, target, and maximum pay-out from the 2025 annual incentive program covering performance period January 1, 2025 to December 31, 2025. The maximum pay-out for annual incentive awards is 200% of target under the 2025 annual incentive performance objectives. Under the KEIP, a NEO’s pay-out from their annual incentive award is limited to $5,000,000 in any fiscal year. |

  128. GRANTS OF PLAN-BASED AWARDS IN 2025

    | Terminated NEOs received annual incentive award payouts pursuant to their applicable agreements. Mr. Gold’s annual incentive award was forfeited as of his last day of work; Mr. Witek and Ms. Nurmohamed received a payout at target, prorated for days worked; Mr. Fairweather received a payout based on actual performance, prorated for days worked; Mr. Rosenzweig’s annual incentive plan in effect at the time of his termination was granted in a prior fiscal year and reflected on the Grants of Plan-Based Awards table for 2024. |

  129. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (4) Mr. Wolf received an award of non-qualified stock options in connection with his appointment to CEO on May 22, 2025; the closing price of common stock on the date of grant was $9.96. The options will vest in equal installments on each of the first, second and third anniversaries of the grant date, subject to Mr. Wolf’s continued employment as CEO through the applicable vesting date. |

  130. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (5) The number of PSUs granted February 26, 2025 was determined based on the average stock closing price of $10.55 over the ten trading days prior to and inclusive of the grant date. Messrs. Gold, Evans, and Everett received a grant of PSUs in connection with their mid-year hire with the number of PSUs granted based on the average stock price for the ten trading days prior to and inclusive of their respective grant date: $9.32 for March 21, 2025; $11.33 for August 13, 2025; and $11.60 for September 26, 2025. PSU awards granted in fiscal year 2025 are scheduled to cliff vest over a three-year period from the date of the annual grant, with vesting on February 22, 2028, at which time the number of shares vesting will be determined based on the achievement of the pre-defined annual performance metrics and a three-year period cumulative TSR modifier. |

  131. GRANTS OF PLAN-BASED AWARDS IN 2025

    | PSUs granted in 2025 to Messrs. Gold, Witek, and Fairweather and Ms. Nurmohamed were forfeited upon termination as the awards had not been outstanding for the required period prior to their last day of work. |

  132. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (6) The number of RSUs granted February 26, 2025 was determined based on the average stock closing price of $10.55 over the ten trading days prior to and inclusive of the grant date. Messrs. Gold, Evans, and Everett received a grant of RSUs in connection to their mid-year hire with the number of RSUs granted based on the average stock price for the ten trading days prior to and inclusive of their respective grant date: $9.32 for March 21, 2025; $11.33 for August 13, 2025; and $11.60 for September 26, 2025. RSU awards are scheduled to vest in three pro rata annual installments commencing on the one year anniversary of the date of grant. |

  133. GRANTS OF PLAN-BASED AWARDS IN 2025

    | RSUs granted in 2025 to Messrs. Gold, Witek, and Fairweather and Ms. Nurmohamed were forfeited upon termination as the awards had not been outstanding for the minimum required period prior to their last day of work. |

  134. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (7) No plan-based awards were granted to Mr. Rosenzweig in fiscal year 2025. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table shows the outstanding option and stock awards of each NEO as of December 31, 2025. This table includes unexercised or unvested option awards, and unvested RSUs and PSUs. The vesting schedule for each outstanding award is shown following this table.(1)

  136. 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(3) (#) | Equity Incentive Plan Awards: Market or Pay- out Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Kurt Wolf | 5/13/2025 | - | - | - | - | 10,461 | 110,573 | - | - | | | 5/22/2025 | 0 | 229,709 | 12.000 | 5/22/2030 | - | - | - | - | | | 5/22/2025 | 0 | 229,709 | 14.000 | 5/22/2030 | - | - | - | - | | | 5/22/2025 | 0 | 229,709 | 16.000 | 5/22/2030 | - | - | - | - | | Paul Evans | 8/13/2025 | - | - | - | - | - | - | 66,196 | 699,692 | | | 8/13/2025 | - | - | - | - | 22,065 | 233,227 | - | - | | Deborah Pfeiffer | 2/8/2016 | 17,668 | 0 | 16.820 | 2/7/2026 | - | - | - | - | | | 2/14/2023 | - | - | - | - | 3,805 | 40,219 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 180,452 | 1,907,378 | | | 2/15/2024 | - | - | - | - | 40,100 | 423,857 | - | - | | | 2/26/2025 | - | - | - | - | - | - | 79,620 | 841,583 | | | 2/26/2025 | - | - | - | - | 26,540 | 280,528 | - | - | | Lauren Freeman-Bosworth | 2/8/2016 | 2,473 | 0 | 16.820 | 2/7/2026 | - | - | - | - | | | 12/26/2018 | 30,000 | 0 | 5.990 | 12/25/2028 | - | - | - | - | | | 4/18/2024 | - | - | - | - | - | - | 70,926 | 749,688 | | | 4/18/2024 | - | - | - | - | 15,761 | 166,594 | - | - | | | 2/26/2025 | - | - | - | - | - | - | 56,872 | 601,137 | | | 2/26/2025 | - | - | - | - | 18,957 | 200,375 | - | - | | Todd Everett | 9/26/2025 | - | - | - | - | - | - | 38,794 | 410,053 | | | 9/26/2025 | - | - | - | - | 12,931 | 136,681 | - | - | | Lance Rosenzweig | 11/21/2024 | 141,000 | 0 | 9.000 | 5/20/2026 | - | - | - | - | | Robert Gold | - | - | - | - | - | - | - | - | - | | John Witek | - | - | - | - | - | - | - | - | - | | 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 | - | - | - | - | 48,706 | 514,822 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 200,502 | 2,119,306 | | | 2/15/2024 | - | - | - | - | 106,934 | 1,130,292 | - | - | | Shemin Nurmohamed | 2/5/2018 | 10,628 | 0 | 12.640 | 2/4/2028 | - | - | - | - | | | 12/26/2018 | 60,000 | 0 | 5.990 | 12/25/2028 | - | - | - | - | | | 2/14/2023 | - | - | - | - | 4,566 | 48,263 | - | - | | | 2/15/2024 | - | - | - | - | - | - | 133,668 | 1,412,871 | | | 2/15/2024 | - | - | - | - | 53,467 | 565,146 | - | - |

  137. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Vesting Schedules of Outstanding Option and Stock Awards |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Grant Date | Award Type | Vesting Schedule | | 2/8/2016 | Options | Outstanding option awards vested in full prior to the beginning of the fiscal year. | | 2/6/2017 | | | | 2/5/2018 | | | | 12/26/2018 | | | | 2/14/2023 | RSU | Three-year pro rata vesting: remaining one-third of award is scheduled to vest February 24, 2026. | | 2/15/2024 | PSU | Three-year cliff vesting: scheduled to vest February 23, 2027 upon satisfaction of the performance measures under 2024-2026 cycle. | | 4/18/2024 | | | | 2/15/2024 | RSU | Three-year pro rata vesting: remaining two-thirds of award is scheduled to vest on February 24, 2026 and February 23, 2027. | | 4/18/2024 | | | | 11/21/2024 | Options | One-year cliff vesting was accelerated on May 21, 2025 under the terms of Mr. Rosenzweig’s transition agreement. | | 2/26/2025 | PSU | Three-year cliff vesting; scheduled to vest February 22, 2028 upon satisfaction of the performance measures under 2025-2027 cycle. | | 8/13/2025 | | | | 9/26/2025 | | | | 2/26/2025 | RSU | Three-year pro rata vesting: award is scheduled to vest on February 26, 2026, February 23, 2027, and February 22, 2028. | | 5/13/2025 | RSU | Non-employee director stock award with an approximately one-year cliff vest occurring May 1, 2026. | | 5/22/2025 | Options | Three-year pro rata vesting: award is scheduled to vest on May 22, 2026, May 22, 2027, and May 22, 2028. | | 8/13/2025 | RSU | Three-year pro rata vesting: award is scheduled to vest on August 13, 2026, August 13, 2027, and August 13, 2028. | | 9/26/2025 | RSU | Three-year pro rata vesting: award is scheduled to vest on September 26, 2026, September 26, 2027, and September 26, 2028. |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) These amounts were determined by multiplying the number of shares or units shown in the preceding column by $10.57, the closing price of the Company’s common stock on December 31, 2025, the last trading day of the year. |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Remaining PSUs with a grant date in 2024 and 2025 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, 2025. Award units that are earned vest in full following the performance period. |

  141. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

  142. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Kurt Wolf | - | - | 68,722 | 671,354 | | Paul Evans | - | - | 17,266 | 199,768 | | Deborah Pfeiffer | - | - | 43,014(3) | 460,661 | | Lauren Freeman-Bosworth | - | - | 13,821 | 126,823 | | Todd Everett | - | - | 79,183 | 850,867 | | Lance Rosenzweig | 1,359,000 | 3,897,127 | 770,832 | 7,258,855 | | Robert Gold | - | - | - | - | | John Witek | - | - | 15,686 | 164,838 | | James Fairweather | - | - | 102,431(3) | 1,097,104 | | Shemin Nurmohamed | - | - | 45,132(3) | 483,359 |

  143. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | (1) Figures reported include shares withheld to satisfy tax obligations. |

  144. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | (2) As determined using the closing price of Common Stock on the vesting date (or prior trading day close when vesting date falls on a non-trading day). |

  145. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | (3) Shares vesting during a fiscal year may be deferred pursuant to the Pitney Bowes Executive Equity Deferral Plan, as amended. Dividend equivalents on deferred shares are credited as additional RSUs that vest upon provision and are deferred under the same terms as the underlying deferred equity award. |

  146. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | Ms. Pfeiffer’s figures include 141 shares from dividend equivalent units received in fiscal year 2025 and deferred under the Executive Equity Deferral Plan, which are also reported as contributions in the Nonqualified Deferred Compensation Table for 2025. Ms. Pfeiffer’s deferred shares will be paid over a ten-year period beginning six months following a termination or retirement from the Company, pursuant to the plan and her distribution elections. |

  147. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | Mr. Fairweather’s figures include 242 shares from dividend equivalent units received in fiscal year 2025 and deferred under the Executive Equity Deferral Plan, which are also reported as contributions in the Nonqualified Deferred Compensation Table for 2025. Mr. Fairweather’s deferred shares were released in full six months following his last day of work pursuant to elections made under the plan. |

  148. OPTION EXERCISES AND STOCK VESTED DURING 2025 FISCAL YEAR

    | Ms. Nurmohamed’s figures include 1,842 shares from dividend equivalent units received in fiscal year 2025; 11,487 shares from the 2022 RSU award vesting in fiscal year 2025; and 25,849 shares from the 2024 RSU award vesting in fiscal year 2025, all of which were deferred under the Executive Equity Deferral Plan and reported as contributions in the Nonqualified Deferred Compensation Table for 2025. Ms. Nurmohamed’s deferred shares are fully payable six months following her last day of work. |

  149. Pension Benefits

    Pension Benefits The qualified Pension Plan and nonqualified Pension Restoration Plan were frozen for all participants effective 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 55 of this Proxy Statement. Mr. Fairweather is the only pension-eligible NEO and is fully vested in his 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, 2025 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 2025 Form 10-K/A.

  150. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

    PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

  151. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | James Fairweather(1) | Pitney Bowes Pension Plan | 13.75 | 155,945 | 0 | | | Pitney Bowes Pension Restoration Plan | 13.75 | 17,317 | 0 |

  152. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

    | (1) Mr. Fairweather is the only pension-eligible NEO and is fully vested in his pension benefit. |

  153. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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/A for the year ended December 31, 2025. 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. |

  154. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

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

  155. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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. |

  156. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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. |

  157. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

    | • | The vesting period is three years. |

  158. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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. |

  159. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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. |

  160. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(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. |

  161. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

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

  162. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

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

  163. PENSION BENEFITS TABLE AS OF DECEMBER 31, 2025(1)

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

  164. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

  165. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | 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 ($) | | Kurt Wolf | - | - | - | - | - | | Paul Evans | - | - | - | - | - | | Deborah Pfeiffer | | | | | | | 401(k) Restoration Plan(1) | - | 18,524 | 54,262 | - | 375,030 | | Deferred Incentive Savings Plan(2) | - | - | 14,413 | - | 168,501 | | Deferred Shares(3) | 1,492 | - | 17,330 | - | 56,506 | | Lauren Freeman-Bosworth | | | | | | | 401(k) Restoration Plan(1) | - | 7,012 | 16,881 | - | 112,290 | | Todd Everett | - | - | - | - | - | | Lance Rosenzweig | - | - | - | - | - | | Robert Gold | - | - | - | - | - | | John Witek | | | | | | | 401(k) Restoration Plan(1) | - | 28,752 | 11,777 | - | 103,548 | | James Fairweather | | | | | | | 401(k) Restoration Plan(1) | - | 24,567 | 48,642 | - | 346,198 | | Deferred Incentive Savings Plan(2) | - | - | 11,132 | (138,558) | 0 | | Deferred Shares(3) | 2,656 | - | 55,065 | (154,318) | 0 | | Shemin Nurmohamed | | | | | | | 401(k) Restoration Plan(1) | - | 25,065 | 9,520 | - | 68,513 | | Deferred Incentive Savings Plan(2) | - | - | 6,700 | - | 44,212 | | Deferred Shares(3) | 419,592 | - | 124,847 | - | 827,798 |

  166. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | (1) Registrant Contributions in Last FY. Amounts reported represent Company contributions to the executive’s Pitney Bowes 401(k) Restoration Plan that were earned during fiscal year 2024 and represent a portion of All Other Compensation in the Summary Compensation Table for that fiscal year and were credited under the plan during fiscal year 2025. |

  167. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Earnings/(Loss) in Last FY. Amounts reported represent earnings or losses credited under the Pitney Bowes 401(k) Restoration Plan during fiscal year 2025. Such earnings are not included in the Summary Compensation Table because no portion of the earnings constitutes above-market or preferential earnings. |

  168. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Balance at Last FYE. The aggregate balance under the 401(k) Restoration Plan includes (i) Company contributions credited to an executive prior to the executive’s designation as a NEO, which were not required to be reported in the Summary Compensation Table at the time earned, (ii) Company contributions credited during periods in which an executive was a NEO that were not required to be reported in the Summary Compensation Table because they were earned in a fiscal year prior to the executive’s designation as a NEO, (iii) Company contributions previously reported as “All Other Compensation” in the Summary Compensation Table in prior fiscal years, including $18,524 for Ms. Pfeiffer; $28,752 for Mr. Witek; $102,081 for Mr. Fairweather; and $25,065 for Ms. Nurmohamed, and (iv) earnings or losses credited thereon during prior and current fiscal years, in each case reduced by distributions, if any. |

  169. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | (2) Executive Contributions in Last FY. Amounts reported represent the portion of annual incentive compensation earned during fiscal year 2024, paid in fiscal year 2025, and deferred by the executive under DISP). |

  170. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Earnings/(Loss) in Last FY. Amounts reported represent earnings or losses credited under the DISP. Such earnings are not included in the Summary Compensation Table because no portion of the earnings constitutes above-market or preferential earnings. |

  171. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Balance at Last FYE. The aggregate balance under the DISP includes (i) amounts deferred by an executive prior to an executive’s designation as a NEO, which were not required to be reported in the Summary Compensation Table at the time earned, (ii) amounts deferred by an executive during periods in which the executive was a NEO that were not required to be reported in the Summary Compensation Table because they were earned in a fiscal year prior to the executive’s designation as a NEO, and (iii) earnings or losses credited thereon during prior and current fiscal years, in each case reduced by distributions, if any. |

  172. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | (3) Deferred Shares represent RSUs and PSUs that have vested and been deferred by the executive under the Pitney Bowes Executive Equity Deferral Plan, as amended. Dividend equivalents on deferred shares are credited as additional deferred shares under the plan and are included in the balances below. |

  173. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Executive Contributions in Last FY. Amounts reported represent the value of shares that vested during fiscal year 2025 and were deferred by the executive, calculated by multiplying the number of deferred shares by the closing price of one share of Common Stock on the applicable vesting date (or, if the vesting date was not a market trading day, the closing price on the most recent preceding trading day). For dividend equivalent units that are deferred, the vesting date is the applicable dividend payment date. |

  174. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Earnings/(Loss) in Last FY. Amounts reported reflect increases or decreases in value attributable to changes in the Company’s stock price and the value of deferred units under the plan during fiscal year 2025. |

  175. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Withdrawals/Distributions. Amounts reported reflect the release of deferred units pursuant to the applicable deferral elections under the plan, valued based on the closing price of the Company’s Common Stock on the date of release (or, if the release date was not a market trading day, the closing price on the most recent preceding trading day). |

  176. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | Aggregate Balance at Last FYE. The aggregate balance under the Executive Equity Deferral Plan is calculated by multiplying the total number of deferred shares at fiscal year end by the closing price of one share of Common Stock on December 31, 2025 ($10.57). As of December 31, 2025, the deferred shares consisted of 948 PSUs, 2,813 RSUs, and 1,585 dividend equivalent units for Ms. Pfeiffer; and 74,204 RSUs and 4,112 dividend equivalent units for Ms. Nurmohamed. |

  177. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  178. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | 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. |

  179. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | For 2025 the vesting period was three years for employees. As of December 31, 2025, all eligible NEOs are fully vested in their accounts with the exception of Messrs. Wolf, Evans, and Everett, who will be fully vested after one year of service (May 22, 2026, July 29, 2026, and Sept. 14 2026 respectively), as effective January 1, 2026 employees become vested upon their 1-year anniversary. |

  180. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  181. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | Participants need to contribute the maximum annual allowable contributions to the 401(k) Plan to be eligible for any Company match in the 401(k) Restoration Plan. Once the 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 6% of eligible compensation, starting in 2025. |

  182. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  183. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | Distributions from the 401(k) Restoration Plan are made in a lump sum distribution 13 months post-employment termination or when the NEO turns 55, whichever is later, unless the NEO makes a different distribution election in accordance with IRC 409A. As of December 31, 2025, none of the NEOs have made a different distribution election. |

  184. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    The material terms of the DISP are as follows:

  185. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | The DISP allows “highly-compensated employees” to defer up to 100% of annual incentives and long-term cash incentives (SCIUs and CIUs). |

  186. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  187. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  188. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    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:

  189. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

    | • | 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. |

  190. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  191. NONQUALIFIED DEFERRED COMPENSATION TABLE FOR 2025

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

  192. 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 continuing NEOs under existing arrangements if the hypothetical termination of employment events described had occurred on December 31, 2025, 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 Messrs. Rosenzweig, Gold, Witek, Fairweather, and Ms. Nurmohamed ceased to be employed by us prior to December 31, 2025, only the compensation actually received 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 use the difference between the stock option exercise price and $10.57, the closing price of our common stock as of December 31, 2025, the last trading day of 2025. All payments are payable by the Company in a lump sum unless otherwise noted. With respect to the NEOs who remain employed, the actual amounts that would be paid upon such 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 2025” on page 72 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 2025” starting on page 72 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.

  193. 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, 2025, excluding Mr. Wolf, the CEO, in accordance with SEC rules. 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 2025 annualized total compensation of Mr. Wolf was $3,830,186. This amount equals Mr. Wolf’s compensation as reported in the Summary Compensation Table plus an additional amount that reflects the annualization of his base salary, non-equity incentive plan compensation and travel stipend. The annual total compensation of our median employee in 2025 was $45,811. Therefore, the ratio of the annual total compensation of Mr. Wolf to that of our median employee in 2025 was approximately 83 to 1.

  194. 2025 PAY VERSUS PERFORMANCE TABLE

    2025 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:

  195. 2025 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) | | | Kurt Wolf | Lance Rosenzweig | Jason Dies | Marc Lautenbach | Kurt Wolf | Lance Rosenzweig | Jason Dies | Marc Lautenbach | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | | | | (c) | | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,573,306 | $1,079,813 | n/a | n/a | $2,887,081 | $5,892,844 | n/a | n/a | $1,739,398 | $1,543,092 | $209 | $80 | $144,697 | $475,441 | | 2024 | n/a | $10,465,392 | $6,311,167 | n/a | n/a | $8,624,129 | $5,058,195 | n/a | $2,311,287 | $2,334,666 | $139 | $77 | $(203,597) | $392,690 | | 2023 | n/a | n/a | $2,712,791 | $7,266,238 | n/a | n/a | $2,794,637 | $4,656,167 | $1,808,904 | $1,840,026 | $81 | $75 | $(385,627) | $171,595 | | 2022 | n/a | n/a | n/a | $7,023,960 | n/a | n/a | n/a | $777,215 | $1,617,341 | $678,613 | $67 | $69 | $36,940 | $153,780 | | 2021 | n/a | n/a | n/a | $4,913,938 | n/a | n/a | n/a | $6,871,285 | $1,599,173 | $1,747,398 | $110 | $107 | $(1,351) | $173,689 |

  196. 2025 PAY VERSUS PERFORMANCE TABLE

    | (1) Mr. Wolf has served as the Principal Executive Officer (“PEO”) since May 22, 2025. Prior to this, Mr. Rosenzweig served as the PEO from May 22, 2024; first as Interim CEO and then as CEO as of October 25, 2024. Mr. Dies served as the PEO from October 2, 2023 through May 21, 2024. Mr. Lautenbach served as the PEO January 1, 2023 through October 1, 2023, and for the entirety of 2022 and 2021. Non-PEO NEOs for the applicable fiscal years are as follows: |

  197. 2025 PAY VERSUS PERFORMANCE TABLE

    - 2025: Paul Evans, Deborah Pfeiffer, Lauren Freeman-Bosworth, Todd Everett, Robert Gold, John Witek, James Fairweather, and Shemin Nurmohamed - 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

  198. 2025 PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of Messrs. Wolf, Rosenzweig, Dies, and Lautenbach and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our NEOs other than the listed PEOs. |

  199. 2025 PAY VERSUS PERFORMANCE TABLE

    The Company replaced PSUs with cash-settled CIUs for long-term incentive awards granted to executive officers during fiscal years 2020 through 2023. Under SEC disclosure rules, stock awards are reported as compensation in the year of grant, while cash-settled CIUs are reported in the year earned. As a result, year-to-year differences in reported compensation reflect the differing timing requirements applicable to each type of award rather than changes in the underlying value of compensation.

  200. 2025 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 2025 amounts for Messrs. Wolf and Rosenzweig, and for the average compensation of the other NEOs, is set forth following the footnotes to this table. |

  201. 2025 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, 2020 to the end of the indicated fiscal year, assuming the reinvestment of dividends. |

  202. 2025 PAY VERSUS PERFORMANCE TABLE

    Historical stock price performance is not necessarily indicative of future stock price performance. Total return for the peer group is based on market capitalization, weighted for each year. Our peer group for the purposes of receiving NEO peer median pay levels and conducting pay practice reviews was approved by the Committee on October 25, 2024, and is further described in the Compensation Discussion and Analysis starting on page 39 of this proxy statement. As reported in our annual report on Form 10-K/A for the year ended December 31, 2025 our peer group 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 through 8/4/2025 when it was acquired by WiseTech Global Ltd.); HNI Corporation; Matthews International Corporation; McGrath RentCorp; Quad/Graphics, Inc.; Sabre Corporation; TTEC Holdings, Inc.; and Unisys Corporation.

  203. 2025 PAY VERSUS PERFORMANCE TABLE

    | (5) Adjusted EBIT is a non-GAAP measure. For a reconciliation and additional information regarding 2025, please see “Reconciliation of Reported Consolidated Results to Adjusted Measures” on page 89 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. |

  204. 2025 PAY VERSUS PERFORMANCE TABLE

    Reconciliation of Compensation Actually Paid Adjustments:

  205. 2025 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 ($)(i) | Equals Compensation Actually Paid ($) | | | Kurt Wolf | | | | | | | | | | | 2025 | 3,573,306 | - | - | 3,100,007 | 2,239,975 | 0 | 0 | 173,807 | 0 | 2,887,081 | | | Lance Rosenzweig | | | | | | | | | | | 2025 | 1,079,813 | - | - | 0 | 0 | 0 | 0 | 5,870,531 | 1,057,500 | 5,892,844 | | | Other NEOs (Average)(j) | | | | | | | | | | | 2025 | 1,739,398 | 0 | 0 | 721,351 | 276,769 | 284,131 | 30,546 | 129,597 | 195,998 | 1,543,092 |

  206. 2025 PAY VERSUS PERFORMANCE TABLE

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for 2025. With respect to the “Other NEOs,” amounts shown represent averages. |

  207. 2025 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 2025. |

  208. 2025 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 2025, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |

  209. 2025 PAY VERSUS PERFORMANCE TABLE

    | (d) Represents the grant date fair value of the stock option and stock awards as reported in the Summary Compensation Table for 2025. |

  210. 2025 PAY VERSUS PERFORMANCE TABLE

    | (e) Represents the fair value as of December 31, 2025 of the outstanding and unvested option awards and stock awards granted during 2025, using year-end stock price, and otherwise computed in accordance with FASB ASC Topic 718. |

  211. 2025 PAY VERSUS PERFORMANCE TABLE

    | (f) Represents the change in fair value during 2025 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, 2025, using year-end stock price, and otherwise computed in accordance with FASB ASC Topic 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of December 31, 2025. |

  212. 2025 PAY VERSUS PERFORMANCE TABLE

    | (g) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during 2025, computed in accordance with FASB ASC Topic 718. |

  213. 2025 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 2025, using the closing stock price on the vesting date for RSUs and PSUs, and otherwise computed in accordance with FASB ASC Topic 718. |

  214. 2025 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 2025, using year-end stock price, and otherwise computed in accordance with FASB ASC Topic 718. |

  215. 2025 PAY VERSUS PERFORMANCE TABLE

    | (j) See footnote 1 above for the NEOs included in the average for 2025. |

  216. 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 2025. Please see the CD&A for further information regarding how each of these measures is used in the Company’s executive compensation program.

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

    | • | Adjusted EBIT |

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

    | • | Adjusted EPS |

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

    | • | Adjusted FCF |

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

    | • | Adjusted Revenue |

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

    | • | Cumulative TSR |

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

    | • | Stock Price |