NOTICE OF THE 2015
ANNUAL MEETING
AND
PROXY STATEMENT
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|  |
| |
| Notice of the 2012
Annual Meeting
and
Proxy Statement
|
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| Pitney Bowes Inc.
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
|
To the Stockholders:
We will hold our 2015 annual meeting of stockholders at 9:00 a.m. on Monday, May 11, 2015 at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870. The Notice of Meeting and Proxy Statement and accompanying proxy card describe in detail the matters to be acted upon at the meeting.
It is important that your shares be represented at the meeting. Whether or not you plan to attend, please submit a proxy through one of the three convenient methods described in this proxy statement in order for your shares to be voted at the meeting. Your vote is important so please act at your first opportunity.
We have elected to furnish proxy materials and the Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2014 to many of our stockholders via the Internet pursuant to Securities and Exchange Commission rules. We urge you to review those materials as well as our proxy statement for information on our financial results and business operations over the past year. The Internet availability of our proxy materials affords us an opportunity to reduce costs while providing stockholders the information they need. On or about March 27, 2015, we started mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and how to submit a proxy online along with instructions on how to receive a printed copy of the proxy statement and annual report. We provided a copy of the annual meeting materials to all other stockholders by mail or through electronic delivery.
If you receive your annual meeting materials by mail, the Notice of Meeting and Proxy Statement, Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2014 and proxy card are enclosed. Whether or not you plan to attend the annual meeting in person, please mark, sign, date and return your proxy card in the enclosed prepaid envelope, or submit your proxy via telephone or the Internet, as soon as possible in order for your shares to be voted at the meeting. If you decide to attend the annual meeting and wish to change your vote, you may do so by submitting a later dated proxy or by voting in person at the annual meeting. If you received your annual meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet, which are also available atwww.proxyvote.com.
We look forward to seeing you at the meeting.
Michael I. Roth
Non-Executive Chairman of the Board
Stamford, Connecticut
March 27, 2015
We will hold our 2012 annual meeting of stockholders at 9:00 a.m. on Monday, May 14, 2012 at our World Headquarters in Stamford, Connecticut.
The Notice of Meeting and Proxy Statement and accompanying proxy card describe in detail the matters to be acted upon at the meeting.
It is important that your shares be represented at the meeting. Whether or not you plan to attend, please submit a proxy to vote your shares through one of the three convenient methods described in this proxy statement. Your vote is important so please act at your first opportunity.
We have elected to furnish proxy materials and the Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2011, to many of our stockholders over the Internet pursuant to Securities and Exchange Commission rules. We urge you to review our Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2011, as well as our Proxy Statement for information on our financial results and business operations over the past year and our strategy. The Internet availability of our proxy materials affords us an opportunity to reduce costs while providing stockholders the information they need. On or about March 23, 2012 we started mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and how to vote online along with instructions on how to receive a printed copy of the proxy statement and annual report. We provided a copy of the annual meeting materials to all other stockholders by mail or, if specifically requested, through electronic delivery.
If you receive your annual meeting materials by mail, the Notice of Meeting and Proxy Statement, Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2011 and proxy card are enclosed. Whether or not you plan to attend the annual meeting in person, please mark, sign, date and return your proxy card in the enclosed prepaid envelope, or submit your proxy to vote via telephone or the Internet, as soon as possible. If you decide to attend the annual meeting and wish to change your vote, you may do so by voting in person at the annual meeting. If you received your annual meeting materials via e-mail, the e-mail contains voting instructions and links to the proxy statement and annual report on the Internet, which are also available at www.proxyvote.com.
We look forward to seeing you at the meeting.
Murray D. Martin
Chairman, President and
Chief Executive Officer
Stamford, Connecticut
March 23, 2012
|
Notice of Meeting:
The annual meeting of stockholders of Pitney Bowes Inc. will be held on Monday, May 11, 2015, at 9:00 a.m. at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 11, 2015:
Pitney Bowes’ 2015 Proxy Statement and Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2014, are available atwww.proxyvote.com.
The items of business at the annual meeting are:
| 1. | |
| | |
| The annual meeting of stockholders of Pitney Bowes Inc. will be held on Monday, May 14, 2012, at 9:00 a.m. at the company’s World Headquarters, 1 Elmcroft Road, Stamford, Connecticut 06926-0700. Directions to Pitney Bowes’ World Headquarters appear on the back cover page of the proxy statement.
|
| | |
| Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 14, 2012:
|
| | |
| Pitney Bowes’ 2012 Proxy Statement and Annual Report to Stockholders, including the Report on Form 10-K for the year ended December 31, 2011, are available at www.proxyvote.com.
|
| | |
| The items of business at the annual meeting are:
|
| | |
| 1.
| Election of 10 Directorsdirectors named in the proxy statement. |
| | | |
| 2. | | Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2012.2015. |
| | |
| 3.
| Advisory Vote to Approve Executive Compensation.
|
| | |
| 4.
| Such other matters as may properly come before the meeting, including any continuation of the meeting caused by any adjournment of the meeting.
|
| | |
| March 16, 2012 is the record date for the meeting.
|
| | |
| This proxy statement and accompanying proxy card are first being distributed or made available via the Internet beginning on or about March 23, 2012.
|
| | |
| Amy C. Corn
Corporate Secretary
|
| | |
| | 3. |
| | Advisory Vote to Approve Executive Compensation. |
Stockholders also will act on such other matters as may properly come before the meeting, including any adjournment or postponement of the meeting.
March 13, 2015 is the record date for the meeting.
This proxy statement and accompanying proxy card are first being distributed or made available via the Internet beginning on or about March 27, 2015.
Amy C. Corn
Corporate Secretary
��
| |
| |
| |
| |
| | |
| NOTICE: Your vote is important. Brokers banks and other nominees arenot permitted to vote on our proposals regarding the election of directors, or executive compensation and other matters to be considered at the meeting (except on ratification of the Audit Committee’s appointment of the Independent Accountants for 2015) without instructions from the beneficial owner. Your vote is important. Therefore, if your shares are held through a broker, bank or other nominee, please instruct your broker, bank or other nominee on how to vote your shares. Unless you provide instructionsFor your vote to your broker, banker or other nominee on how to vote your shares, your shares will not be votedcounted with respect to proposals 1 or 3.3, you will need to communicate your voting decisions to your broker, bank, financial institution or other nominee. |
| |
| |
TABLE OF CONTENTS
2
Proxy Summary
In this summary we highlight certain information contained elsewhere in this proxy statement. This is only a summary and does not contain all the information you should consider before you submit your proxy or vote. Please read the complete proxy statement and Annual Report on Form 10-K before you submit your proxy or vote.
Annual Meeting Information
| Time and Date: | Monday, May 11, 2015 at 9:00 a.m. |
| Place: | Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870 |
Requirements for
Attending the Meeting: | Admission ticket, which is attached to your proxy card, or Notice of Internet Availabilityof Proxy Materials, together with a form of valid, government-issued photoidentification, such as a driver’s license. If your shares are held in the name of a bank,broker or nominee, you must present proof of your ownership as of the record date(such as bank or brokerage account statement). |
| Record Date: | March 13, 2015 |
| Voting: | Registered stockholders as of the record date (March 13, 2015) are entitled to submitproxies by Internet atwww.proxyvote.com; telephone at 1-800-690-6903; or completingyour proxy card; or you may vote in person at the annual meeting. If you hold yourshares through a broker, bank, trustee or other nominee, you are a beneficial ownerand should refer to instructions provided by that entity on voting methods. |
Governance Structure and Leadership Roles
The board reappointed Michael Roth, an independent member of the board of directors, to serve as Non-Executive Chairman of the Board in May 2014. A description of the Chairman role appears in the Board of Directors Governance Principles, which can be found on the company’s website atwww.pitneybowes.com under the caption “Our Company—Leadership & Governance—Corporate Governance.”
2014 Summary of Business Performance
In 2014, Pitney Bowes achieved significant progress against its three strategic initiatives to transform the company and unlock shareholder value by 1) stabilizing the mail business, 2) driving operational excellence, and 3) growing its business through expansion in digital commerce. During the year, the company continued its implementation of a new go-to-market strategy, divested certain business operations, and initiated a global effort to streamline the company’s back-office systems. All aspects of the company’s Digital Commerce Solutions segment grew revenue in 2014, including the introduction of outbound eCommerce services from the United Kingdom.
In addition, the company continued to deliver innovative physical and digital products and solutions and made significant investments in marketing in support of the transformation of our brand. One of the main goals of the re-branding effort is to update the market’s perception of the company. This is the first brand refresh since 1971 and only the third in the company’s 95 year history.
From a financial perspective:
| • | The company returned $152 million to shareholders in dividend payments on Pitney Bowes common stock and repurchased $50 million in shares. |
| | 54
|
Directions
| • | Total Shareholder Return (TSR) for 2014 was 7.63%, and two-year TSR calculated as a Compound Annual Growth Rate (CAGR) was 58.23%, which places the company at the very top of its peer group. When compared to Pitney BowesS&P 500 companies this two-year performance places the company in the 96th percentile. |
| | back cover
|
| • | The company had its first full year of reported revenue growth since 2008, with an increase of 1% on both a constant currency and reported basis. |
| | |
| • | The 2014 diluted earnings per share from continuing operations were $1.90, compared to $1.81 in 2013. |
| | |
| • | Earnings before interest and taxes were $731 million in 2014 compared to $688 million in 2013. |
| | |
| • | Free cash flow was $571 million in 2014 compared to $635 million in 2013. This nevertheless was a strong result when factoring in the capital expenditures invested into the business. |
PROXY SUMMARY
| • | The company reduced debt by $100 million and took additional actions with its debt portfolio to create further financial flexibility. |
| | |
| • | The company reduced sales, general and administrative expenses by $42 million. |
3
In short, 2014 was a year of significant progress for Pitney Bowes. We continue to see positive trends in our businesses and are making material progress toward unlocking the long-term value embedded in our company. For additional detail on the calculation of the financial metrics described above please refer to page 55 “Non-GAAP Measures” and corresponding table.
2014 Summary of Compensation Payouts
Based on the 2014 financial results summarized above when compared against the pre-determined financial goals as shown in the table below, the annual incentive payout multiplier for the named executive officers (NEOs) was 125.1% and the long-term 2012-2014 cash incentive unit award payout was $1.33 per unit.
| Funding of the 2014 Annual Incentive Pool and Payout Multiplier |
|
 |
|
| | The sum of the metrics may not exactly equal the total due to rounding. |
| | |
| | For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.” |
| Funding of the 2014 Cash Incentive Unit Pool and Payout Value |
| | |
 |
| | |
| | The amounts above include the impact of the Modifier for total shareholder return (TSR). The sum of the metrics may not exactly equal the total due to rounding. |
| | |
| | The amounts shown in the charts above are based on non-GAAP measures. For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.” |
We urge stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on February 20, 2015, which describes our business and 2014 financial results in more detail.
PROXY SUMMARY
2014 Summary of Executive Compensation Changes
At the annual meeting in 2014, stockholders voted in favor of our executive compensation (Say-on-Pay) by over 95% of votes cast. The vote reflected stockholder approval of our compensation philosophy and pay actions as approved by the Committee in 2014 and prior years. In 2014, these actions included:
| • | Implementation of a new LTI design mix for 2014 awards, making 100% of the long-term awards stock based, with an allocation of 70% Performance Stock Units (PSUs) and 30% Restricted Stock Units (RSUs); |
| | |
| • | Roll out of a new executive stock ownership policy to: (i) include more senior executives, and (ii) restrict the shares that will count toward the stock holding requirement to only vested shares; and |
| | |
| • | Institution of a deferral program to facilitate a quicker path to executive stock ownership. |
The 2014 changes noted above were in addition to the significant changes made to the executive compensation program during the last two years, including the following:
| • | Increase in the weighting of financial objectives to 100% for the annual incentive program; |
| | |
| • | Reduction in duplicative metrics across award types; |
| | |
| • | Enhancement of disclosure of performance targets; |
| | |
| • | Revision of our peer group in light of the company’s evolving strategic direction with increased emphasis in software and technology; |
| | |
| • | Reduction of severance benefits payable on account of a Change in Control from three to two times annual salary and average annual incentive; and |
| | |
| • | Elimination of the excise tax gross-up. |
2014 CEO Compensation Actions
The following are highlights of 2014 compensation actions taken for the President and CEO as approved by the board of directors:
| • | Base salary increased to $900,000 (from $850,000 in 2013) to bring Mr. Lautenbach closer to the market(1)and the peer group median; |
| | |
| • | Annual incentive target increased to 135% (from 130% in 2013), moving Mr. Lautenbach’s total target cash compensation closer to the market(1)and peer group median, resulting in a payout of $1,519,965 (after applying the Committee-approved 2014 annual incentive multiplier (see pages 43 to 45 for details); |
| | |
| • | Long-term incentive target increased to $4,500,000 (from $4,000,000 in 2013) moving Mr. Lautenbach’s total target direct compensation closer to the market(1)and peer group median, with the February 2014 grant consisting of 70% PSUs and 30% RSUs. |
| (1) | Market median is the average of the median CEO pay as reported in the Towers Watson Regressed Compensation Report and the Radford High Tech Industry Survey. |
Direct Compensation Components and Mix
The overwhelming majority, 86%, of our CEO’s target total direct compensation, and 71% of target total direct compensation for the other executive officers, is variable, and is subject to financial performance metrics. In addition, more than two-thirds of the total compensation paid to our CEO, and half of the total compensation paid to the NEOs, is equity-based and aligned with shareholder interests.
| | The percentages in the above illustrations are based on target compensation. |
PROXY SUMMARY
Meeting Agenda Items
Proposal 1: Election of Directors
You are being asked to elect 10 directors. Each of the director nominees is standing for election to a one-year term ending at the next annual meeting of stockholders in 2016 and until his or her successor has been duly elected and qualified.
All current directors attended over 75% of the meetings of the board and board committees on which they served in 2014.
Summary Information about our Director Nominees
Director
Nominee | | Age | | Director
Since | | Occupation | | Independent | | | Committees | | Other Public
Boards |
| Linda G. Alvarado | | 63 | | 1992 | | President and
CEO, Alvarado
Construction, Inc. | | X | | | •Finance
•Governance | | 3M Company |
| | | | | | | | | | | | | | |
| Anne M. Busquet | | 65 | | 2007 | | Principal, AMB
Advisors, LLC | | X | | | •Executive
Compensation
•Governance | | Medical
Transcription
Billing Corp.,
InterContinental
Hotels Group PLC |
| | | | | | | | | | | | | | |
| Roger Fradin | | 61 | | 2012 | | Vice Chairman,
Honeywell
International Inc. | | X | | | •Audit
•Finance | | MSC Industrial
Direct Co., Inc. |
| | | | | | | | | | | | | | |
Anne Sutherland
Fuchs | | 67 | | 2005 | | Consultant to
private equity firms | | X | | | •Audit
•Executive
Compensation | | Gartner, Inc. |
| | | | | | | | | | | | | | |
S. Douglas
Hutcheson | | 58 | | 2012 | | CEO, Laser, Inc. | | X | | | •Audit
•Finance | | InterDigital, Inc. |
| | | | | | | | | | | | | | |
| Marc B. Lautenbach | | 53 | | 2012 | | President and CEO,
Pitney Bowes Inc. | | X | | | •Executive | | Campbell Soup
Company |
| | | | | | | | | | | | | | |
| Eduardo R. Menascé | | 69 | | 2001 | | Co-Chairman,
The Taylor Companies | | | | | •Executive
•Executive
Compensation**
•Governance | | John Wiley & Sons
Inc., Hill-Rom
Holdings, Inc.,
Hillenbrand, Inc. |
| | | | | | | | | | | | | | |
| Michael I. Roth* | | 69 | | 1995 | | Chairman and CEO,
The Interpublic Group
of Companies, Inc. | | X | | | •Audit
•Executive**
•Finance** | | Ryman Hospitality
Properties Inc.,
The Interpublic
Group of
Companies, Inc. |
| | | | | | | | | | | | | | |
| David L. Shedlarz | | 66 | | 2001 | | Retired Vice
Chairman, Pfizer Inc. | | X | | | •Audit**
•Executive
•Finance | | Teachers
Insurance and
Annuity
Association,
TheHershey Company |
| | | | | | | | | | | | | | |
| David B. Snow, Jr. | | 60 | | 2006 | | Chairman and CEO,
Cedar Gate
Technologies, Inc. | | X | | | •Executive
•Executive
Compensation
•Governance** | | — |
| * | Non-Executive Chairman, Pitney Bowes Inc. |
| ** | Committee Chair |
PROXY SUMMARY
Proposal 2: Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2015
The board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent accountants for 2015.
Proposal 3: Advisory Vote to Approve Executive Compensation
The board is asking stockholders to approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. The board has determined to hold this advisory vote on an annual basis. The next advisory vote will be at the 2016 annual meeting of stockholders.
Proxy StatementAnnual Meeting Information
The Annual Meeting and Voting
Our board of directors is soliciting proxies to be used at the annual meeting of stockholders to be held on May 14, 2012,11, 2015, at 9:00 a.m. at the company’s World Headquarters, 1 Elmcroft Road, Stamford,Hyatt Regency Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870, and at any adjournment or postponement of the meeting. This proxy statement contains information about the items being voted on at the annual meeting.
Annual Meeting Admission
An admission ticket, which is required for entry into the annual meeting, is attached to your proxy card if you hold shares directly in your name as a stockholder of record.registered stockholder. If you plan to attend the annual meeting, please submit your proxy but keep the admission ticket and bring it to the annual meeting.
If your shares are held in the name of a bank, broker or nominee and you plan to attend the meeting, you must present proof of your ownership of Pitney Bowes stock as of the record date (such as a bank or brokerage account statement) to be admitted to the meeting.
If you have received a Notice of Internet Availability of Proxy Materials (a “Notice”), your Notice is your admission ticket. If you plan to attend the annual meeting, please submit your proxy, but keep the Notice and bring it to the annual meeting.
Stockholders also must present a form of photo identification, such as a driver’s license, in order to be admitted to the annual meeting.No cameras, recording equipment, large bags, or packages will be permitted in the annual meeting. Many cellular phones have built-in cameras, and, while these phones may be brought into the annual meeting, the camera function may not be used at any time.
Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.
Who is entitled to vote?
Record stockholders of Pitney Bowes common stock and $2.12 convertible preference stock at the close of business on March 16, 201213, 2015 (the record date) can vote at the meeting. As of the record date, 200,204,924201,666,157 shares of Pitney Bowes common stock and 24,12720,056 shares of $2.12 convertible preference stock were issued and outstanding. Each stockholder has one vote for each share of common stock owned as of the record date, and 16.53 votes for each share of $2.12 convertible preference stock owned as of the record date.
How do I vote?
If you are a registered stockholder (whichwhich means you hold shares in your name),name, you may choose one of three methods to grant your proxy to have your shares voted: (i) you may grant your proxy on-line via the Internet by accessing the following website and following the instructions provided: www.proxyvote.com; (ii) you may grant your proxy by telephone (1-800-690-6903); or (iii) if you received your annual meeting material by mail, you may grant your proxy by completing and mailing the proxy card.
| • | you may grant your proxy on-line via the Internet by accessing the following website and following the instructions provided:www.proxyvote.com; |
| • | you may grant your proxy by telephone (1-800-690-6903); or |
| • | if you received your annual meeting material by mail, you also may choose to grant your proxy by completing and mailing the proxy card. |
Alternatively, you may attend the meeting and vote in person.
If you hold your shares through a broker, bank, trustee or other nominee, you are a beneficial owner and should refer to instructions provided by that entity on voting methods. Please note that if you are a beneficial owner and you wish to vote in person at the meeting, you must first obtain a legal proxy issued in your name from the broker, bank, trustee or other nominee that holds your shares.
May I revoke my proxy or change my vote?
If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your proxy is voted at the meeting by any of the following methods: (i) you may send in a revised proxy dated later than the first proxy; (ii) you may vote in person at the meeting; or (iii) you may notify the corporate secretary in writing prior to the meeting that you have revoked your proxy.
| • | you may send in a revised proxy dated later than the first proxy; |
| • | you may vote in person at the meeting; or |
| • | you may notify the corporate secretary in writing prior to the meeting that you have revoked your proxy. |
Attendance at the meeting alone will not revoke your proxy.
If you hold your shares through a broker, bank, trustee or other nominee, you are a beneficial owner and should refer to instructions provided by that entity on how to revoke your proxy or change your vote.
What constitutes a quorum?
The holders of shares representing a majority of the sharesvotes entitled to votebe cast at the annual meeting constitutes a quorum. If you submit your proxy by Internet, telephone or proxy card,
5
you will be considered part of the quorum. Abstentions and broker non-votes are included in the count to determine a quorum.
What vote is required for a proposal to pass?
If a quorum is present, director candidates receiving the affirmative vote of a majority of votes cast will be elected. Proposals 2 and 3 will be approved if a quorum is present and a majority of the votes cast by the stockholders are voted for the proposal.
GENERAL INFORMATION
How are votes counted?
Brokers, banks and other nominees are
Your broker is not permitted to vote on your behalf on any proposals to be considered at the meeting including the election of directors or onand the advisory vote to approve executive compensation, matters withoutexcept on the ratification of the selection of PricewaterhouseCoopers LLP as independent accountants for 2015, unless you provide specific instructions fromby completing and returning the beneficial owner, as discussed in more detail below. Your vote is important. Therefore, if your shares are held through a broker, bankvoting instruction form or other nominee, please instruct your broker, bank or other nominee on howfollowing the instructions provided to you to vote your shares. Unlessstock via telephone or the Internet. If you provide instructions to your broker, banker or other nominee on how to votedo not own your shares of record, for your shares will notvote to be votedcounted with respect to proposals 1 or 3.3, you will need to communicate your voting decisions to your broker, bank, financial institution or other nominee.
Under New York Stock Exchange rules, if your broker holds your shares in its “street” name, the broker may vote your shares in its discretion on proposal 2 if it does not receive instructions from you.
If your brokerdoes nothave discretionary voting authority and you do not provide voting instructions, or if you abstain on one or more agenda items, the effect would be as follows:
Proposal 1: Election of Directors
Broker non-votes and abstentions would not be votes cast and therefore would not be counted either for or against. As a result, broker non-votes wouldand abstentions will have no effect. If you choose to abstaineffect in the election of directors,directors.
Proposal 2: Ratification of Audit Committee’s Appointment of the abstention will have no effect.Independent Accountants for 2015
Proposal 2:
If you choose to abstain in the ratification of the Audit Committee’s selection of the independent accountants for 2012,2015, the abstention will have no effect.
Proposal 3: Advisory Vote to Approve Executive Compensation
The vote to approve executive compensation is an advisory vote and the results will not be binding on the board of directors or the company. The board of directors will review the results and take them into consideration when making future decisions regarding executive compensation. If you choose to abstain, the abstention will have no effect. Broker non-votes and abstentions would not be votes cast and therefore would not be counted either for or against. As a result, broker non-votes wouldand abstentions will have no effect.effect on the advisory vote to approve executive compensation.
How do Dividend Reinvestment Plan participants or employees with shares in the 401(k) plans vote by proxy?
If you are a registered stockholder of record and participate in the company’sour Dividend Reinvestment Plan, or the company’sour employee 401(k) plans, your proxy includes the number of shares acquired through the Dividend Reinvestment Plan and/or credited to your 401(k) plan account.
Shares held in the company’sour 401(k) plans are voted by the plan trustee in accordance with voting instructions received from plan participants. The plans direct the trustee to vote shares for which no instructions are received in the same proportion (for, against or abstain) indicated by the voting instructions given by participants in the plans.
Who will count the votes?
Broadridge Financial Solutions, Inc. (“Broadridge”)(Broadridge) will tabulate the votes and act as Inspector of Election.
Multiple Copies of Annual Report to Stockholders
In addition to furnishing proxy materials over the Internet, the company takes advantageWant more copies of the Securities and Exchange Commission’s “householding” rules to reduce the delivery cost of materials. Under such rules, onlyproxy statement? Getting too many copies?
Only one Notice or, if paper copies are requested, only one proxy statement and annual report to stockholders including the report on Form 10-K are delivered to multiple stockholders sharing an address unless the company has received contrary instructions from one or more of the stockholders. If a stockholder sharing an address wishesstockholders give us contrary instructions. You may request to receive a separate Notice or copy of the proxythese materials, heeither now or she may so request by contacting Broadridge Householding Department by phone at 1-800-579-1639 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A separate copy will be promptly provided following receipt of a stockholder’s request, and such stockholder will receive separate materials in the future. Anyfuture, and we will promptly deliver the requested materials.
Similarly, any stockholder currently sharing an address with another stockholder but nonetheless receiving separate copies of the materials may request delivery of a single copy in the future by contacting future.
Requests can be made to:
Broadridge Householding Department by phone at the number1-800-542-1061 or address shown above.Additional copies of our annual report to stockholders, including the report on Form 10-K or proxy statement will be sent to stockholders free of charge upon written request to Investor Relations, Pitney Bowes Inc., 1 Elmcroft Road, MSC 63-02, Stamford, CT 06926-0700.by mail to:
Broadridge Householding Department
51 Mercedes Way
Edgewood, New York 11717.
If you own shares of stock through a bank, broker, trustee or other nominee and receive more than one Pitney Bowes annual report,copy of the materials, please contact that entity to eliminate duplicate mailings.
6
Additional copies of our annual report to stockholders, including the report on Form 10-K or the proxy statement will be sent to stockholders free of charge upon written request to:
Investor Relations, Pitney Bowes Inc.
3001 Summer Street
Stamford, CT 06926-0700.
Want Electronic Delivery of the Annual Report and Proxy StatementStatement?
This proxy statement and our 2011 annual report
We want to communicate with you in the way you prefer. You may be viewed online at www.proxyvote.com. receive:
| • | a Notice of Internet Availability of Proxy Materials or a full set of printed materials, including the proxy statement, annual report and proxy card; or |
| • | an email with instructions for how to view the annual meeting materials and vote online. |
If you arereceived the Notice of Internet Availability of Proxy Materials or a stockholderfull set of record and receive the annual meeting materialmaterials by mail, you can electmay choose to receive future annual reports and proxy statementsmeeting materials electronically or by following the instructions provided ifwhen you grant your proxy by Internetvote online or by telephone. If you choose this option,With electronic delivery, you will receive an e-mail for future meetings listing the website locations of these documents and your choice to receive annual meeting materials electronically will remain in effect until you notify us that you wish to resume mail delivery of these documents. If you hold your Pitney Bowes stock through a bank, broker, trustee or other nominee, you should refer to the information provided by that entity for instructions on how to elect this option. This proxy statement and our 2014 annual report may be viewed online atwww.proxyvote.com.
GENERAL INFORMATION
Stockholder Proposals and Other Business for the 20132016 Annual Meeting
If a stockholder wants to submit a proposal for inclusion in the company’sour proxy material for the 20132016 annual meeting, which is scheduled to be held on Monday, May 13, 2013,9, 2016, it must be received by the corporate secretary by the close of business on November 23, 2012.28, 2015. Also, under our By-laws, a stockholder can present other business at an annual meeting, including the nomination of candidates for director, only if written notice of the business or candidates is received by the corporate secretary byno earlier than the close of business on January 12, 2016 and no later than the close of business on February 13, 2013.11, 2016. However, in the event that the date of the 2016 annual meeting is more than 30 days before or more than 60 days after the anniversary of our 2015 annual meeting, then the stockholder’s notice must be delivered no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business
on the later of the 90th day prior to the meeting or, if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of such meeting, the 10th day after the first public announcement of the meeting date. There are other procedural requirements in the By-laws pertaining to stockholder proposals and director nominations. The By-laws are posted on the company’sour Corporate Governance website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance.” If notice of a matter is not received within the applicable deadlines or does not comply with the By-laws, the chairman of the meeting may refuse to introduce such matter. If a stockholder does not meet these deadlines, or does not satisfy the requirements of Rule 14a-4 of the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the annual meeting.
Corporate Governance
Stockholders are encouraged
We encourage stockholders to visit the company’sour Corporate Governance website atwww.pb.comwww.pitneybowes.com under the caption “Leadership“Our Company—Leadership & Governance” for information concerning the company’s governance practices, including the Governance Principles of the Board of Directors, charters of the committees of the board, and the directors’ Code of Business Conduct and Ethics. The company’sOur Business Practices Guidelines, which is the company’s Code of Ethics for employees, including the company’s chief executive officerour Chief Executive Officer and chief financial officer,Chief Financial Officer, is also available on the company’sour Leadership & Governance website. We intend to disclose any future amendments or waivers to certain provisions of the directors’ Code of Business Conduct and Ethics or the Business Practices Guidelines on our website within four business days following the date of such amendment or waiver.
It is our practice to contact many of our stockholders over the course of the year to discuss governance issues, and to seek their views on various governance topics and executive compensation matters. In the spring of 2014, we reached out to holders of approximately 43% of outstanding company shares, and in late 2014, we reached out to holders of approximately 46% of outstanding company shares. We value the feedback we receive concerning the board’s leadership structure, governance practices, the company’s proxy statement, executive compensation, and emerging governance trends.
Key Corporate Governance Practices Enhancing the Board’s Independent
Leadership, Accountability and Oversight
| • | Separate Chairman and CEO. Our Governance Principles include well-defined responsibilities, qualifications and selection criteria with respect to the Chairman role. The board has appointed Michael I. Roth, an independent director, as Non-Executive Chairman. |
| | |
| • | Independent Committees. The board of directors determined that all board committees, other than the Executive Committee, should consist entirely of independent directors. |
| | |
| • | Executive Sessions. At each regular board meeting, our independent directors meet without the CEO or other members of management present to discuss issues, including matters concerning management. The Non-Executive Chairman presides at these executive sessions. |
| | |
| • | Majority Voting in Director Elections. Our By-Laws provide that in uncontested elections, director nominees must be elected by a majority of the votes cast. |
| | |
| • | Annual Election of Directors. Our By-Laws provide that our stockholders elect all directors annually. |
| | |
| • | Stock Holding Requirements. Each director is required to achieve a minimum share ownership with a market value equal to five times the annual base cash retainer for Board service. The minimum ownership requirement must be achieved within the first five years of service on the board. |
| | |
| • | No Hedging or Pledging. Directors may not 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. |
Board of Directors
Leadership Structure
Effective December, 2012, the board of directors separated the roles of Chairman and CEO. The board appointed Michael I. Roth, an independent director, as Non-Executive Chairman of the board of directors and reappointed him to this role in May 2014 for a term of one year. The board of directors believes it should have the flexibility to establish a leadership structure that works best for the company at a particular time, and can reviewit reviews that structure from time to time. The company’s chief executive officer also serves astime, including in the chairmancontext of a change in leadership. In 2012, the board of directors. The board of directors has a Lead Director who is an independent member ofdecided that, since the board of directors. In determining the appropriate leadership structure, the board of directors considered a number of factors, including the effectiveness of the role of independent Lead Director, the candor and dynamics of discussion among the directors and between directors and management, the facility with which directors influence the content of board meeting agendas, and the significance attributed by the company’s external constituents in the worldwide postal markets to the title of chairman.
The board of directors believes that the leadership structure it has chosen for Pitney Bowes is appropriate in light of the constructive and candid nature of the discussion at board and committee meetings, as well as the directors’ freedom to participate in the agenda-setting process, the directors’ access to members of senior management outside the presence of the chief executive officer, and the robust roleresponsibilities of the Lead Director.Director, which was Mr. Roth’s role prior to his appointment
as Non-Executive Chairman, were similar in most respects to those of a Non-Executive Chairman, the election of the new CEO was an appropriate time to separate the roles of CEO and Chairman.
The board of directors has established well-defined responsibilities, qualifications and selection criteria and term and term limits with respect to the position of Lead Director.Chairman role. This information is set forth in detail in the Governance Principles of the Board of Directors, which can be found on the company’sour website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance.” A description
Management Succession Planning
Among the board’s most important responsibilities is to oversee succession planning and leadership development. As part of this process, the Governance Committee oversees long-term and short-term plans for CEO succession. The board of directors is responsible for evaluating the performance of the Lead Director responsibilitiesCEO and characteristics appears below. Additional information may be found infor selection of successors to that position. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational excellence, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the board. The Governance Principles of the Board of Directors.Directors, which are posted on the company’s website atwww.pitneybowes.com under the caption “Our Company—Leadership &
Governance—Corporate Governance,” include additional information about succession planning.
In May 2008,late 2012, the board used the succession planning process described above to plan for the succession from our former CEO to the hiring of our new President and CEO, Mr. Lautenbach, and to the appointment of a new Non-Executive Chairman of the board, Michael I. Roth.
Periodically, but not less than annually, the board of directors appointed James Keyes, oneconsiders management’s recommendations concerning succession planning for senior management roles other than the role of the independent directors, to serve as the board’s Lead Director for an initial termCEO. As part of two years. In May 2010 and May 2011,this process, the board reviews development plans to strengthen and supplement the skills and qualifications of directors appointed Mr. Keyes to serve as Lead Director for additional one-year terms. In February 2012, the board appointed Michael Roth to serve as Lead Director for an initial term of two years.internal succession candidates.
ResponsibilitiesBoard Composition and Characteristics of the Lead DirectorSuccession Planning
The Lead Director chairs meetingsGovernance Committee periodically updates and reviews the skills and types of experience that should be represented on the board of directors in executive session; acts as chairmanlight of the company’s current business needs and future strategy. The Committee then compares these desired skills and experiences to those which current board in situations wheremembers possess to determine whether all the chairmanidentified skills and chief executive officer is unable to serve in that capacity; briefsexperience are sufficiently represented on the board. Based upon its review, and discussion with the chief executive officer, as needed, following
7
discussions by the board in executive session; reviews, revises, and provides comment, as appropriate, concerning proposed agendas for meetings of the board of directors; reviews and provides comment, as appropriate, on draft minutes of board of directors meetings prior to their distribution to the full board; communicates informally with the other directors between meetings of the board to foster free and open dialog among directors; reviews and responds, as appropriate, in accordance with guidelines established by the board of directors to communications from stockholders and other interested parties; partners with the Chair of the Governance Committee to provide performance and other feedback to the chief executive officer following the annual joint meeting of the Governance and Executive Compensation Committees; and partners with the Chair of the Executive Compensation Committee to provide compensation information to the chief executive officer following meetings of the board of directors where compensation action is taken with respect to the chief executive officer.
The Lead Director must exhibit the following characteristics and skills: diplomacy, sound judgment, the ability to work collaboratively, to communicate effectively, with clarity and candor, and to recognize and act in accordance with an appropriate balance between (i) active mentor to the chief executive officer and communications aidemay recommend to the board that additional expertise is advisable. The Committee would then develop for the board’s consideration a skill and experience profile to be used in identifying additional board candidates as appropriate.
Directors are elected to terms of directors, and (ii) maintaining an oversight (ratherone year. It is the board’s policy that a director may not serve on the board later than management) perspective as a memberthe date of the Annual Stockholders Meeting following his or her attainment of age 72. The board believes that, in planning for board succession, it is advisable to maintain a board that includes both experienced directors with extensive knowledge of directors.the company’s businesses, as well as newer directors who can refresh the board’s collective experience and expertise as business needs require.
Role of the Board of Directors in Risk Oversight
The board of the directors is responsible for oversight of the company’s risk assessment and risk management process. Management is responsible for risk management, including identification and mitigation planning. The company established an enterprise risk management process was established to identify, assess, monitor and address risks across the entire company and its business operations. The description, assessments, mitigation plan and status for
each enterprise risk are developed and monitored by management, including management “risk owners” and an oversight management risk committee.
Oversight responsibility
The Audit Committee is responsible for eachoverseeing and reviewing on an ongoing basis the structure of the company’s identified enterprise-wide risks is assigned, uponenterprise risk management program, including the overall process by which management identifies and
CORPORATE GOVERNANCE
manages risks. Upon the recommendation of the Governance Committee, and approval by the board of directors assigns oversight responsibility for each of the enterprise-wide risks to either a specific committee of the board, or to the full board. In addition to theThe board and each committee, with the exceptionsexception of the Executive Committee, and the Executive Compensation Committee, isare responsible for oversight of one or more of the company’s risks. Where possible, theThe assignments are generally made based upon in each case, the type of enterprise risk and the linkage of the subject matter to the responsibilities of the committee as described in its charter or the nature of the enterprise risk warranting review by the full board. For example, the Finance Committee oversees risks relating to liquidity and the Audit Committee overseesover-
sees risks relating to internal controls.cybersecurity. Each enterprise risk and its related mitigation plan is reviewed by either the board of directors or the designated board committee on an annual basis.
The Audit Committee is responsible for overseeing and reviewing on an ongoing basis the overall process by which management identifies and manages the company’s risks. On an annual basis the board of directors receives a report on the status of all enterprise risks and their related mitigation plans.
Management monitors the company’s risks and determines, from time to time, whether new risks should be considered either due to changes in the external environment, changes in the company’s business, or for other reasons. Management also determines whether previously identified risks should be combined with new or emerging risks.
The process for the board’s oversight of mitigation of the company’s enterprise risks was developed by the Governance Committee and presented to the board of directors for review and adoption and is reviewed and updated as appropriate from time to time.
Director Independence
The board of directors conducts an annual review of the independence of each director under the New York Stock Exchange listing standards and theour standards of independence, which are set forth in the Governance Principles of the Board of Directors which are available on the company’sour website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance.” In making these determinations, the board of directors considers, among other things, whether any director has had any direct or indirect material relationship with Pitney Bowes or its management, including current or past employment with Pitney Bowes
or its independent accountants by the director or the director’s immediate family members.
Based upon its review, the board of directors has concluded in its business judgment that the following directors are independent: Rodney C. Adkins, Linda G. Alvarado, Anne M. Busquet, Roger Fradin, Anne Sutherland Fuchs, James H. Keyes,S. Douglas Hutcheson, Eduardo R. Menascé, Michael I. Roth, David L. Shedlarz, and David B. Snow, Jr. and Robert E. Weissman.
In making this determination, the board of directors considered that in the ordinary course of business, transactions may occur between
Marc B. Lautenbach is not independent because he is a Pitney Bowes and its subsidiaries and companies or other entities at which some of our directors are executive officers. Under the company’s independence standards, business transactions meeting the following criteria are not considered to be material transactions that would impair a director’s independence:officer.
The director is an employee or executive officer of another company that does business with Pitney Bowes and our annual payments to or from that company in each of the last three fiscal years are in
8
an amount less than the greater of $1 million or two percent of the annual consolidated gross revenues of the company by which the director is employed.
During 2011, Messrs. Adkins, Fradin, Roth, and Snow were employed at corporations with which Pitney Bowes engages in ordinary course of business transactions.
We reviewed all transactions with each of these entities and determined these transactions were made in the ordinary course of business and were below the threshold set forth in our director independence standards referenced above.
Communications with the Board of Directors
The board of directors has established procedures by which stockholders
Stockholders and other interested parties may communicate with the Lead Director,Non-Executive Chairman of the Audit Committee chair, the independent directors, or the board. Such parties may communicate with the Lead Directorboard via e-mail at lead.director@pb.com, withboardchairman@pb.com, the Audit Committee chair via e-mail at audit.chair@pb.com or they may write to one or more directors, care of the Corporate Secretary, Pitney Bowes Inc., 1 Elmcroft Road, MSC 65-19,3001 Summer Street, Stamford, CT 06926-0700.
The board of directors has instructed the corporate secretary to assist the Lead Director, theNon-Executive Chairman, Audit Committee chair and the board in reviewing all electronic and written communications, as described above, as follows:
|
(i) | | | | Customer, vendor or employee complaints or concerns are investigated by management and copies are forwarded to the Lead Director; Chairman; |
| |
(ii) | | | | If any complaints or similar communications regarding accounting, internal accounting controls or auditing matters are received, they will be forwarded by the corporate secretary to the General Auditor and |
| to the Audit Committee chair for review and copies will be forwarded to the Lead Director.Chairman. Any such matter will be investigated in accordance with the procedures established by the Audit Committee; and |
| |
(iii) | | | | Other communications raising matters that require investigation will be shared with appropriate members of management in order to permit the gathering of information relevant to the directors’ review, and will be forwarded to the director or directors to whom the communication was addressed. |
Except as provided above, the corporate secretary will forward written communications to the full board of directors or to any individual director or directors to whom the communication is directed unless the communication is threatening, illegal or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.
It is the longstanding practice and the policy of the board of directors that the directors attend the annual meeting of stockholders. All but one director attended the May 2011 annual meeting.
Board Committees and Meeting Attendance
During 2011,2014, each director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served. The board of directors met seveneight times in 2011,2014, and the independent directors met in executive session, without any member of management in attendance, sixseven times.
Members of the board of directors serve on one or more of the five standing committees described below. As the need arises, the board may establish ad hoc committees of the board to consider specific issues. Mr. Martin serves as the chairLautenbach is a member of the Executive Committee.
The members of all other board committees are independent directors pursuant to New York Stock Exchange independence standards. Each committee of the board operates in accordance with a charter. The members of each of the board committees are set forth in the following chart. As
It is the need arises,longstanding practice and the board may establish ad hoc committeespolicy of the board to consider specific issues.of directors that the directors attend the annual meeting of stockholders. All directors attended the May 2014 annual meeting.
9
| | | | | | | | | | |
Name | | Audit | | Executive | | Executive
Compensation | | Finance | | Governance |
Rodney C. Adkins | | | | X | | | | | | | | | X | | | |
|
Linda G. Alvarado | | | | | | | | | | X | | | | | X | |
|
Anne M. Busquet | | | | X | | | | | | | | | X | | | |
|
Roger Fradin | | | | X | | | | | | | | | X | | | |
|
Anne Sutherland Fuchs | | | | X | | | | | | | X | | | | | |
|
James H. Keyes | | | | | | | | X | | | | | | | X | |
|
Murray D. Martin | | | | | | X | * | | | | | | | |
|
Eduardo R. Menascé | | | | | | X | | | | | X* | | | | | | | | X | |
|
Michael I. Roth | | | | X | | | | | X | | | | | | | X | * | | | |
|
David L. Shedlarz | | | | X | * | | | | | X | | | | | | | X | | | |
|
David B. Snow, Jr. | | | | | | X | | | | | X | | | | | | | X* | | |
|
Robert E. Weissman | | | | | | | | | X | | | | | | | | | X | | |
Number of meetings in 2011 | | | | 6 | | | | | 0 | | | | | 7 | | | | | 5 | | | | | 5 | |
|
CORPORATE GOVERNANCE
| Name | | Audit | | Executive | | Executive
Compensation | | Finance | | Governance |
| | | | | | | | | | | | |
| | Linda G. Alvarado | | | | | | | | X | | X |
| | Anne M. Busquet | | | | | | X | | | | X |
| | Roger Fradin | | X | | | | | | X | | |
| | Anne Sutherland Fuchs | | X | | | | X | | | | |
| | S. Douglas Hutcheson | | X | | | | | | X | | |
| | Marc B. Lautenbach | | | | X | | | | | | |
| | Eduardo R. Menascé | | | | X | | Chair | | | | X |
| | Michael I. Roth | | X | | Chair | | | | Chair | | |
| | David L. Shedlarz | | Chair | | X | | | | X | | |
| | David B. Snow, Jr. | | | | X | | X | | | | Chair |
| | Number of meetings in 2014 | | 6 | | 0 | | 6 | | 5 | | 3 |
TheAudit Committee
The Audit Committee monitors theour financial reporting standards and practices of the company and the company’sour internal financial controls to confirm compliance with the policies and objectives established by the board of directors and oversees the company’sour ethics and compliance programs. The committee appoints independent accountants to conduct the annual audits, and discusses with the company’sour independent accountants the scope of their examinations, with particular attention to areas where either the committee or the independent accountants believe special emphasis should be directed. The committee reviews the annual financial statements and independent accountant’s report, invites the independent accountant’s recommendations on internal controls and on other matters, and reviews the evaluation given and corrective action taken by management. It reviews the independence of the independent accountants and approves their fees. It
also reviews the company’sour internal accounting controls and the scope and results of the company’sour internal auditing activities, and submits reports and proposals on these matters to the board. The committee is also responsible for overseeing the process by which management identifies and manages the company’s risks. The committee meets in executive session with the independent accountants and internal auditor at each committee meeting.
The board of directors has determined that the following members of the Audit Committee Michael I. Roth and David L. Shedlarz are “audit committee financial experts,” as that term is defined by regulation of the SecuritiesSEC: S. Douglas Hutcheson, Michael I. Roth and Exchange Commission.David L. Shedlarz. All audit committeeAudit Committee members are independent as independence for audit committee members is defined in the New York Stock Exchange standards.
TheExecutive Committee
The Executive Committee can act, to the extent permitted by applicable law and the company’s Restated Certificate of Incorporation and its Bylaws,By-laws, on matters concerning management of the business which may arise between scheduled board of directors meetings and as described in the committee’s charter.
TheExecutive Compensation Committee
The Executive Compensation Committee is responsible for the company’sour executive compensation policies and programs. The committee chair frequently consults with, and the committee periodically meets in executive session with, Frederic W. Cook & Co., (“FWC”),Pay Governance LLC, its outsideindependent compensation consultant. The committee recommends to all of the independent directors for final approval policies, programs and specific actions regarding the compensation of the chairman and the chief executive officer,CEO, and approves the same for all of theour other executive officers of the company.offi-
cers. The committee also recommends the “Compensation Discussion and Analysis” for inclusion in the company’sour proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission,SEC, and reviews and approves allocations of sharesstock grants and other stock-based compensation awards. All Executive Compensation Committee members are independent as independence for compensation committee members is defined in the company’s employee stock plans in connection with the granting of stock and other stock based awards.New York Stock Exchange standards.
CORPORATE GOVERNANCE
TheFinance Committee
The Finance Committee reviews the company’sour financial condition and capital structure, and evaluates significant financial policies and activities, oversees the company’sour major retirement programs, advises management and recommends financial action to the board of directors. The committee’s duties include monitoring the company’sour current and projected
10
financial condition, reviewing and approvingrecommending for board
approval quarterly dividends, share repurchases, and other major investment decisions including financing, mergers and acquisitions, divestitures and overseeing the financial operations of the company’sour retirement plans. The committee recommends for approval by the board of directors the establishment of new retirement and post-retirement benefit plans and any amendments that materially affect cost, benefit coverages, or liabilities of the plans.
TheGovernance Committee
The Governance Committee recommends nominees for election to the board of directors, determines the duties of and recommends membership in, and functions of, the board committees, reviews executives’ potential for growth, reviews and recommends to the board of directors the amount and form of compensation to non-employee members of the board, and with the Lead Directoroversees CEO and the chief executive officer, is responsible forsenior management succession planning and ensuring management continuity.planning. The Governance Principles of the Board of Directors, which are posted on the company’sour website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance,” include additional information about succession planning. The committee reviews and evaluates the effectiveness of board administration and its governing documents, and reviews and monitors company programs and policies relating to directors. The committee reviews related-person transactions in accordance with company policy.
The Governance Committee generally identifies qualified candidates for nomination for election to the board of directors from a variety of sources, including other board members, management and stockholders. The committee also may retain a third-party search firm to assist the committee members in identifying and evaluating potential nominees to the board of directors.
Stockholders wishing to recommend a candidate for consideration by the Governance Committee may do so by writing to theto: c/o Corporate Secretary, Pitney Bowes Inc., 1 Elmcroft Road, MSC 65-19,3001 Summer Street, Stamford, CT 06926-0700. Recommendations submitted for consideration by the committee in preparation for the 2013 annual meeting of stockholders must be received by January 2, 2013, and must contain the following information: (i) the name and address of the stockholder; (ii) the name and address of the person to be nominated; (iii) a representation that the stockholder is a holder of the company’sour stock entitled to vote at the meeting; (iv) a statement in support of the stockholder’s recommendation, including a description of the candidate’s qualifications; (v) information regardingregard-
ing the candidate as would be required to be included in a proxy statement filed in accordance with the rules of the Securities and Exchange Commission;SEC; and (vi) the candidate’s written, signed consent to serve if elected.
The Governance Committee evaluates candidates recommended by stockholders recommend based on the same criteria it uses to evaluate candidates from other sources. The Governance Principles of the Board of Directors, which are posted on the company’sour Corporate Governance website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance,” include a description of director qualifications. A discussion of the specific experience and qualifications identified by the committee identified for directors and nominees may be found under “Director Qualifications” on page 1723 of this proxy statement.
If the Governance Committee believes that a potential candidate may be appropriate for recommendation to the board of directors, there is generally a mutual exploration process, during which the committee seeks to learn more about the candidate’s qualifications, background and interest in serving on the board of directors, and the candidate has the opportunity to learn more about the company, the board, and its governance practices. The final selection of the board’s nominees is within the sole discretion of the board of directors.
Alternatively, as referenced on page 712 of this proxy statement, stockholders intending to nominate a candidate for election by the stockholders at the meeting must comply with the procedures in Article II,I, Section 65 of the company’s By-laws. The By-laws are posted on the company’sour Corporate Governance website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance—Corporate Governance.”
Directors’ Compensation
Role of Governance Committee in Determining Director Compensation.Compensation
In accordance with the Governance Principles of the Board, the Governance Committee reviews and recommends to the board of directors the amount and form of compensation to non-employee members of the board of directors. The Governance Committee reviews the director compensation policy periodically and may consult from time to time with a compensation consultant, to be selected and retained by the committee, as to the competitiveness of the program.
The following is a summarynon-employee directors’ compensation program was revised effective in May 2014. The compensation for the board of directors had last been modified in 2007. In 2013, the Governance Committee retained an independent compensation consultant, Farient Advisors, to assist in its review of the director compensation program. Farient provides no other consulting services to the company.
CORPORATE GOVERNANCE
Farient presented a recommendation to the Governance Committee for changes to the board of directors compensation program, based upon an extensive analysis of comparative data, including director compensation at companies in the peer group used for executive compensation purposes. Farient concluded that the company’s director compensation was below market, particularly in the equity component of the program, when compared with the peer group and the broader benchmark of comparably sized companies.
Based upon its review, including the information Farient provided, the Governance Committee recommended that the board of directors approve changes to the direc-
tor compensation program. The Governance Committee recommended that the compensation level be set at about the 50th percentile of the total compensation in the peer and broader benchmark groups. The board of directors approved the changes to the compensation program, subject to approval by our stockholders of an amended and restated Directors’ Fees.During 2011,Stock Plan at the 2014 Annual Meeting. No new shares were requested or authorized to satisfy awards under the amended and restated Directors’ Stock Plan. The revised board compensation program became effective on May 12, 2014, when the company’s stockholders approved the amended and restated Directors’ Stock Plan.
Highlights of the 2014 Changes to the Directors’ Compensation Program are:
| • | Cash component paid as an annual retainer rather than as a combination of a retainer and meeting attendance fees |
| • | Leadership premiums paid to Committee Chairmen rather than as a higher meeting attendance fee |
| • | Increase in leadership premium for Chairman of the Board |
| • | Annual equity grant in the form of restricted stock units, the number of which is calculated by dividing $100,000 by the fair market value of a share of the company’s common stock as of the award date |
| • | The stock ownership requirement, to be attained over a five-year period, is the number of shares having a market value of five times the annual cash retainer, or $375,000 |
A meeting attendance fee of $2,000 is paid with respect to meetings of the Executive Committee. The Executive Committee did not meet in 2014.
Directors’ Fees
As noted above, beginning May 12, 2014, meeting attendance fees were discontinued. Instead, the annual retainer for board service was increased to $75,000 and each non-employee director also receives an additional retainer for service on the committees to which he or she is assigned. The annual retainers for board and committee service were prorated from the effective date of the new program to the end of the calendar year. The non-executive chairman of the board receives an additional retainer of $100,000 commensurate with the additional responsibilities required of the chairman role.
Annual retainers for committee service under the revised compensation program are: $12,000 for service on the Audit Committee (with the committee chairman receiving an additional annual retainer of $12,000); $10,500 for service on the Executive Compensation Committee (with the committee chairman receiving an additional annual retainer of $10,500); $9,000 for service on the Governance Committee (with the committee chairman receiving an additional annual retainer of $9,000); and $9,000 for service on the Finance Committee (with the
committee chairman receiving an additional annual retainer of $9,000).
For 2014 service prior May 12, 2014, non-employees were compensated under the previous director compensation program. For that period, each director who was not an employee of the company received an annual feeretainer of $65,000 and a meeting fee of $1,500 for each board and committee meeting attended. Committee chairs (except for the Audit Committee chair) receivereceived an additional $1,500 for each committee meeting that they chair,chaired, and the Audit Committee chair receivesreceived an additional $2,000 for each Audit Committee meeting chaired. The Lead Director receivesNon-Executive Chairman received an additional annual retainer of $10,000. $50,000. All cash retainers paid in 2014 under the previous compensation program were prorated for the portion of the calendar year covered by the previous program.
All directors are reimbursed
11
for their out-of-pocket expenses incurred in attending board and committee meetings.
Stock under the Revised Director Compensation Program
Under the amended and restated Directors’ Stock Plan, each director who was not an employee of the company received an award of restricted stock units which are fully vested one year after the date of grant. (Directors appointed by the board to fill a vacancy during the year receive a prorated grant of restricted stock units as
described in the Directors’ Stock Plan.) The units have no voting rights until they are converted to shares of common stock. Each non-employee director receives a quarterly cash payment equal to the amount that would have been paid as a dividend with respect to shares represented by the restricted stock units held as of the
CORPORATE GOVERNANCE
record date for the payment of the common stock dividend. Non-employee directors may elect to defer the conversion of restricted stock units to shares until the date of termination of service as a director.
Shares shown in the table on page 21 of this proxy statement disclosing security ownership of directors and executive officers include shares granted to the directors under the Directors’ Stock Plan.
Director Stock Ownership Requirement
The board of directors maintains directors’ stock ownership guidelines, requiring, among other things, that each director accumulate and retain a minimum of 7,500 sharesCompany common stock with a market value of company common stockfive times the base retainer, or $375,000 within five years of becoming a director of Pitney Bowes. All members of the board
of directors are in compliance with these guidelines. The directors’ stock ownership guidelines are available on the company’sour Corporate Governance website atwww.pb.comwww.pitneybowes.com under the caption “Our Company-LeadershipCompany—Leadership & Governance.”
Directors’ Stock Plan.Under the Directors’ Stock Plan, in 2011 each director who was not an employeeA comparison of the company received an award of 2,200 shares of restricted stock which are fully vested upon grant. The shares carry full votingrevised directors’ compensation program and dividend rights but, unless certain conditions are met, may not be transferred or alienated until the later of (i) termination of service as a director, or, if earlier, the date of a change of control (as defined in the Directors’ Stock Plan), and (ii) the expiration of the six-month period following the grant of such shares. The Directors’ Stock Plan permits certain dispositions of stock granted under the restricted stockprevious program provided that the director effecting the disposition had accumulated and will retain 7,500 shares of common stock. Permitted dispositions are limited to: (i) transfer to a family member or family trust or partnership; and (ii) donations to charity after the expiration of six months from date of grant. The original restrictions would continue to apply to the donee except that a charitable donee would not be bound by the restriction relating to termination of service from the board of directors.
Ownership of shares granted under the Directors’ Stock Plan is reflectedshown in the table on page 15 of this proxy statement showing security ownership of directors and executive officers.below.
COMPARISON OF REVISED AND PREVIOUS DIRECTOR COMPENSATION PROGRAMS
| | | | | | | | | | | | | Incremental Leadership | | |
| | | | | Board Member | | | | | | | Premiums | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | Compensation Element | | | Revised | | | | Previous | | | | Revised | | | | Previous | | |
| | Board service | | | | | | | | | (Board Chairman) | | | | | | |
| | Cash retainer | | | $75,000 | | | | $65,000 | | | | $100,000 | | | | $50,000 | | |
| | Meeting fee | | | $0 | | | | $1,500 | | | | $0 | | | | $0 | | |
| | Equity Award | | | $100,000 | | | | | | | | | | | | | | |
| | | value-based grant | | 2,200 shares | | | | | | | | | | |
| | Annual Equity Grant | | | | | | | | | | | | | | | | | |
| | Committee service | | | | | | | | | | | | | | | Committee | | |
| | Cash retainer | | | | | | | | | | | | | | | Chairmen | | |
| | • Audit | | | $12,000 | | | | $0 | | | | $12,000 | | | | $0 | | |
| | • Executive Compensation | | | $10,500 | | | | $0 | | | | $10,500 | | | | $0 | | |
| | • Governance | | | $9,000 | | | | $0 | | | | $9,000 | | | | $0 | | |
| | • Finance | | | $9,000 | | | | $0 | | | | $9,000 | | | | $0 | | |
| | Meeting Fee | | | | | | | | | | | | | | | | | |
| | • Audit | | | $0 | | | | $1,500 | | | | $0 | | | | $2,000 | | |
| | • Executive Compensation | | | $0 | | | | $1,500 | | | | $0 | | | | $1,500 | | |
| | • All Other Committees | | | $0 | | | | $1,500 | | | | $0 | | | | $1,500 | | |
| | Total Compensation | | | @$195,000 | | | | @$125,000 | | | | | | | | | | |
| | Ownership Guidelines | 5 times cash retainer; | | 7,500 shares; | | | | | | | | | | |
| | | 5 years to reach | | 5 years to reach | | | | | | | | | | |
| | | compliance | | | compliance | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Directors’ Deferred Incentive Savings Plan.The company maintainsPlan
We maintain a Directors’ Deferred Incentive Savings Plan under which directors may defer all or part of the cash portion of their compensation. Deferred amounts will be notionally “invested” in any combination of several
institutional investment funds. The investment choices available to directors under this plan are the same as those offered to employees under the company’s 401(k) plan. Deferral elections made with respect to plan years prior to 2004 also included as an investment choice the ability to invest in options to purchase common stock of the company.
Stock options selected by directors as an investment vehicle for deferred compensation were granted through the Directors’ Stock Plan. The Directors’ Stock Plan permits the exercise of stock options granted after October 11, 1999 during the full remaining term of the stock option by directors who have terminated service on the board of directors, provided that service on the board is terminated: (i) after ten years of service on the board; (ii) due to director’s death or disability; or (iii) due to the director having attained mandatory directors’ retirement age. The stock options may be exercised for three months following termination for any other reason. The Directors’ Stock Plan also permits the donation of vested stock options, regardless of the date of grant, to family members and family trusts or partnerships. All outstanding stock options are fully vested.
Directors’ Retirement Plan.Plan
The company’sboard discontinued the Directors’ Retirement Plan, was discontinued, and thewith all benefits previously earned by directors were frozen as of May 12, 1997.
Under this plan, there is no benefit paid to a director who served for less than five years as of May 12, 1997. A director who had met the five-year minimum vesting requirement as of May 12, 1997 would receive an annual retirement benefit calculated as 50% of the director’s retainer in effect as of May 12, 1997, and a director with more than five years of service at retirement would receive an additional ten percent of such retainer for each year of service over five, to a maximum of 100% of such retainer for ten or more years of service. The annual retainer fee in effect as of May 12, 1997, was $30,000. The annual retirement benefit is paid for life.
Linda G. Alvarado is the only current director who is eligible to receive a retirement benefit under the plan
after termination of service on the board of directors. SheAs of the date the plan was frozen, she had completed five years of service as a director, the minimum years of service required to receive an annual retirement benefit of 50% of her retainer as of the date the plan was frozen, andMay 12, 1997. Therefore she will therefore receive an annual benefit of $15,000.
12
CORPORATE GOVERNANCE
DIRECTOR COMPENSATION FOR 20112014
| | | | | | | | Change in | | | | | | |
| | | | | | | | Pension Value | | | | | | |
| | | | | | | | and Nonqualified | | | | | | |
| | | | Fees Earned or | | Stock | | Deferred | | All Other | | | | |
| | | | Paid in Cash | | Awards | | Compensation | | Compensation | | | | |
| | Name | | ($)(1) | | ($)(2) | | Earnings ($)(3) | | ($)(4)(5) | | Total ($) | | |
| | Linda G. Alvarado | | 91,500 | | | 100,000 | | | 32,780 | | | 7,147 | | | 231,427 | | |
| | Anne M. Busquet | | 92,437 | | | 100,000 | | | 0 | | | 7,147 | | | 199,584 | | |
| | Roger Fradin | | 90,375 | | | 100,000 | | | 0 | | | 7,147 | | | 197,522 | | |
| | Anne Sutherland Fuchs | | 95,812 | | | 100,000 | | | 0 | | | 7,147 | | | 202,959 | | |
| | S. Douglas Hutcheson | | 93,375 | | | 100,000 | | | 0 | | | 2,147 | | | 195,522 | | |
| | Eduardo R. Menascé | | 102,000 | | | 100,000 | | | 0 | | | 2,147 | | | 204,147 | | |
| | Michael I. Roth | | 184,750 | | | 100,000 | | | 0 | | | 7,147 | | | 291,897 | | |
| | David L. Shedlarz | | 106,875 | | | 100,000 | | | 0 | | | 7,147 | | | 214,022 | | |
| | David B. Snow, Jr. | | 101,063 | | | 100,000 | | | 0 | | | 2,147 | | | 203,210 | | |
| | | | | | | | | | Name
| | Fees Earned or
Paid in Cash
($)(1)
| | Stock
Awards
($)(2)
| | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(3)
| | All Other
Compensation
($)(4)
| | Total ($)
|
Mr. Adkins
| | | 89,000
| | | | 54,263
| | | | 0
| | | | 0
| | | | 143,263
| |
Ms. Alvarado
| | | 90,500
| | | | 54,263
| | | | 14,512
| | | | 0
| | | | 159,275
| |
Ms. Busquet
| | | 92,000
| | | | 54,263
| | | | 0
| | | | 5,000
| | | | 151,263
| |
Ms. Fuchs
| | | 93,500
| | | | 54,263
| | | | 0
| | | | 0
| | | | 147,763
| |
Mr. Green(5)
| | | 40,000
| | | | 0
| | | | 0
| | | | 0
| | | | 40,000
| |
Mr. Keyes
| | | 115,500
| | | | 54,263
| | | | 0
| | | | 0
| | | | 169,763
| |
Mr. Menascé
| | | 92,000
| | | | 54,263
| | | | 0
| | | | 0
| | | | 146,263
| |
Mr. Roth
| | | 101,000
| | | | 54,263
| | | | 0
| | | | 5,000
| | | | 160,263
| |
Mr. Shedlarz
| | | 104,000
| | | | 54,263
| | | | 0
| | | | 0
| | | | 158,263
| |
Mr. Snow
| | | 87,500
| | | | 54,263
| | | | 0
| | | | 0
| | | | 141,763
| |
Mr. Weissman
| | | 92,000
| | | | 54,263
| | | | 0
| | | | 0
| | | | 146,263
| |
|
(1) | | | | EachPrior to May 12, 2014 each non-employee director receivesreceived an annual retainer of $65,000 ($16,250 per quarter) and a meeting fee of $1,500 for each board and committee meeting attended. Committee chairs (except for the Audit Committee chair) receivereceived an additional $1,500 for each committee meeting that they chair,chaired and the Audit Committee chair receivesreceived an additional $2,000 for each Audit Committee meeting chaired. The Lead Director receivesEffective January 1, 2013, the Non-Executive Chairman received an additional annual retainer of $10,000.
$50,000. |
| |
(2)
| | | | OnEffective May 9, 2011,12, 2014, each non-employee director then serving receivedreceives an awardannual retainer of 2,200 shares$75,000 ($18,750 per quarter). Each committee member receives the following annual retainer: $12,000 for Audit, $10,500 for Executive Compensation and $9,000 each for Finance and Governance. The committee chairmen receive an additional retainer of equal amounts for their respective committees.
|
| |
| (2) | Represents the grant date fair value of 3,816 restricted stock units granted on May 12, 2014. The number of restricted stock. The fair market value ofstock units was derived by dividing $100,000 by $26.21, the restricted share awards was calculated using the average of the high and low stockclosing price $24.78 and $24.55, respectively, as reportedon May 12, 2014 on the New York Stock Exchange on May 9, 2011, the date of grant. The closing price on May 9, 2011 on the New York Stock Exchange was $24.74. The grant date fair market value of theExchange. Neither restricted stock awards was computed in accordance with the share-based payment accounting guidance under ASC 718. The aggregate number of shares of restrictednor stock held by each director as of December 31, 2011 is as follows: Mr. Adkins – 10,343 shares; Ms. Alvarado – 29,000 shares; Ms. Busquet – 9,922 shares; Ms. Fuchs – 13,363 shares; Mr. Keyes – 24,000 shares; Mr. Menascé – 18,992 shares; Mr. Roth – 25,800 shares; Mr. Shedlarz – 18,992 shares; Mr. Snow – 12,400 shares; and Mr. Weissman – 18,992 shares. Stock options were not awarded to non-employee directors during 2011. Stock options formerly were available to non-employee directors as an investment choice under the Directors’ Deferred Incentive Savings Plan. Cash fees deferred with respect to plan years prior to 2004 could be invested in options to purchase common stock of the company. The aggregate number of stock options held by each director as of December 31, 2011 is as follows: Mr. Weissman – 1,789.2014. |
| |
(3) | | | | Ms. Alvarado is the only non-employee director who served on the board of directors during 20112014 eligible to receive payments from the now-suspendeddiscontinued Directors’ Retirement Plan. Ms. Alvarado is eligible to receive payments upon her retirement from the board of directors. |
| |
(4) | | | | Ms.Mmes. Alvarado, Busquet, and Mr.Fuchs, and Messrs. Fradin, Roth and Shedlarz utilized the Pitney Bowes Non-Employee Director Matching Gift Program during 2011.2014. The company matches individual contributions by current and retired non-employee directors, dollar for dollar to a maximum of $5,000 per board member per calendar year.
|
| |
(5) | During 2014, dividend equivalents were paid quarterly in cash to non-employee directors with respect to the award of the 3,816 restricted stock units and in the same amount as dividends paid with respect to the common stock (June, September and December) representing a total of $2,147 per non-employee director. |
| |
| | Mr. Green retired in May 2011.
19 |
13CORPORATE GOVERNANCE
Certain Relationships and Related-Person Transactions
The board of directors has a written “Policy on Approval and Ratification of Related-Person Transactions” which states that the Governance Committee of the board of directors of Pitney Bowes Inc. is responsible for reviewing and approving any related-personrelated person transactions between Pitney Bowes and its directors, nominees for director, executive officers, beneficial owners of more than five percent of any class of Pitney Bowes voting stock and their “immediate family members” as defined by the rules and regulations of the Securities and Exchange Commission (“related persons”)SEC (related persons). It is the expectation and policy of the board of directors that all related-person transactions will be at arms’ length and on terms that are fair to the company.
Under the related-person transaction approval policy, any newly proposed transaction between Pitney Bowes and a related person must be submitted to the Governance Committee for approval if the amount involved in the transaction or series of transactions is greater than $120,000. Any related-person transactions that have not been pre-approved by the Governance Committee must be submitted for ratification as soon as they are identified. Ongoing related-person transactions are reviewed on an annual basis. The material facts of the transaction and the related person’s interest in the transaction must be disclosed to the Governance Committee. It is the expectation and policy of the board of directors that any related-person transactions will be at arms’ length and on terms that are fair to the company.
If the proposed transaction involves a related person who is a Pitney Bowes director or an immediate family member of a director, that director may not participate in the deliberations or vote regarding approval or ratification of the transaction but may be counted for the purposes of determining a quorum.
The following related-person transactions do not require approval by the Governance Committee:
|
1.
| 1. | | | Any transaction with another company with which a related person’s only relationship is as an employee |
| | or beneficial owner of less than ten percent of that company’s shares, if the aggregate amount invested does not exceed the greater of $1 million or two percent of that company’s consolidated gross revenues; |
|
2.
| | |
| 2. | A relationship with a firm, corporation or other entity that engages in a transaction with Pitney Bowes where the related person’s interest in the transaction arises only from his or her position as a director or limited partner of the other entity that is party to the transaction; |
|
3.
| 3. | | | Any charitable contribution by Pitney Bowes to a charitable organization where a related person is an officer, director or trustee, if the aggregate amount involved does not exceed the greater of $1 million or two percent of the charitable organization’s consolidated gross revenues; |
|
4.
| 4. | | | Any transaction involving a related person where the rates or charges involved are determined by competitive bids; and |
|
5.
| 5. | | | Any transaction with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services. |
The Governance Committee may delegate authority to approve related-person transactions to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any approval or ratification decisions to the Governance Committee at its next scheduled meeting.
During 2014, no transactions were submitted to the Governance Committee for review.
Compensation Committee Interlocks and Insider Participation
During 2011,2014, there were no compensation committee interlocks and no insider participation in Executive Compensation Committee decisions that were required to be reported under the rules and regulations of the Securities Exchange Act of 1934, as amended.
14CORPORATE GOVERNANCE
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
| | | | | | | | |
Title of
Class of Stock | | Name of Beneficial Owner | | Shares
Deemed to
be Beneficially
Owned(1)(2)(3)(4) | | Options
Exercisable
Within
60 Days(5) | | % of Class |
Common | | Rodney C. Adkins | | | | 10,568 | | | | | 0 | | | | | * | |
Common | | Linda G. Alvarado | | | | 33,028 | | | | | 0 | | | | | * | |
Common | | Anne M. Busquet | | | | 11,482 | | | | | 0 | | | | | * | |
Common | | Roger Fradin | | | | 5,597 | | | | | 0 | | | | | * | |
Common | | Anne Sutherland Fuchs | | | | 14,363 | | | | | 0 | | | | | * | |
Common | | James H. Keyes | | | | 26,102 | | | | | 0 | | | | | * | |
Common | | Eduardo R. Menascé | | | | 19,692 | | | | | 0 | | | | | * | |
Common | | Michael I. Roth | | | | 34,250 | | | | | 0 | | | | | * | |
Common | | David L. Shedlarz | | | | 21,492 | | | | | 0 | | | | | * | |
Common | | David B. Snow, Jr. | | | | 13,400 | | | | | 0 | | | | | * | |
Common | | Robert E. Weissman | | | | 28,354 | | | | | 1,789 | | | | | * | |
Common | | Murray D. Martin | | | | 2,678,744 | | | | | 2,522,326 | | | | | 1.33 | % | |
Common | | Michael Monahan | | | | 501,361 | | | | | 467,457 | | | | | * | |
Common | | Leslie Abi-Karam | | | | 475,390 | | | | | 452,542 | | | | | * | |
Common | | Vicki A. O’Meara | | | | 162,274 | | | | | 151,109 | | | | | * | |
Common | | Johnna G. Torsone | | | | 413,573 | | | | | 377,645 | | | | | * | |
| | | | | | | | |
Common | | All executive officers and directors as a group (20) | | | | 4,923,843 | | | | | 4,406,085 | | | | | 2.46 | % | |
| | | | | | Shares | | Options | | | |
| | Title of | | | | Deemed to | | Exercisable | | | |
| | Class of | | | | be Beneficially | | Within | | | |
| | Stock | | Name of Beneficial Owner | | Owned(1)(2)(3)(4) | | 60 Days(4) | | % of Class | |
| | Common | | Linda G. Alvarado | | 37,428 | | | 0 | | | * | | |
| | Common | | Anne M. Busquet | | 15,882 | | | 0 | | | * | | |
| | Common | | Roger Fradin | | 9,997 | | | 0 | | | * | | |
| | Common | | Anne Sutherland Fuchs | | 18,763 | | | 0 | | | * | | |
| | Common | | S. Douglas Hutcheson | | 9,256 | | | 0 | | | * | | |
| | Common | | Eduardo R. Menascé | | 24,092 | | | 0 | | | * | | |
| | Common | | Michael I. Roth | | 39,170 | | | 0 | | | * | | |
| | Common | | David L. Shedlarz | | 25,892 | | | 0 | | | * | | |
| | Common | | David B. Snow, Jr. | | 17,800 | | | 0 | | | * | | |
| | Common | | Marc B. Lautenbach | | 615,827 | | | 500,000 | | | * | | |
| | Common | | Michael Monahan | | 735,249 | | | 635,052 | | | * | | |
| | Common | | Mark L. Shearer | | 25,334 | | | 0 | | | * | | |
| | Common | | Daniel J. Goldstein | | 74,344 | | | 39,855 | | | * | | |
| | Common | | Abby F. Kohnstamm | | 28,414 | | | 0 | | | * | | |
| | Common | | All executive officers and directors as a group (17) | | 2,091,272 | | | 1,474,946 | | | 1.03 | % | |
|
*
| | | | |
| * | Less than 1% of Pitney Bowes Inc. common stock. |
|
(1)
| (1) | | | These shares represent common stock beneficially owned as of March 1, 20122015 and shares for which such person has the right to acquire beneficial ownership within 60 days thereafter. To our knowledge, none of these shares are pledged as security. There were 200,124,037201,622,583 shares of our sharescommon stock outstanding as of March 1, 2012. 2015. No director or executive officer owns shares of $2.12 convertible preference stock. |
|
(2)
| (2) | | | Other than with respect to ownership by family members, the reporting persons have sole voting and investment power with respect to the shares listed. |
|
(3)
| (3) | | | Includes shares that are held indirectly through the Pitney Bowes 401(k) Plan and its related excess plan. Plan. |
|
(4)
| (4) | | | Includes, with respect to Mr. Martin, 38,560 shares held in a grantor retained annuity trust.
|
|
(5)
| | | | The director or executive officer has the right to acquire beneficial ownership of this number of shares within 60 days of March 1, 20122015 by exercising outstanding stock options. Amounts in this column are also included in the column titled “Shares Deemed to be Beneficially Owned.” |
15CORPORATE GOVERNANCE
Beneficial Ownership
The only persons or groups known to the company to be the beneficial owners of more than five percent of any class of the company’s voting securities are reflected in the chart below. The following information is based solely upon Schedules 13G and amendments thereto filed by the entities shown with the Securities and Exchange CommissionSEC as of the date appearing below.
| | | | |
Name and Address of Beneficial Owner | | Amount and Nature of
Beneficial Ownership
of Common Stock | | Percent of
Common Stock(1)(1) |
|
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, MA 02111
| | | 25,343,954(2
| )
| | | 12.7%
| |
|
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
| | | 16,287,856(3
| )
| | | 8.16%
| |
|
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
| | | 12,756,164(4
| )
| | | 6.38%
| |
|
Allianz Global Investors Capital LLC
600 West Broadway, Suite 2900
San Diego, CA 92101
| | | 10,995,200(5
| )
| | | 5.5%
| |
|
NFJ Investment Group LLC
2100 Ross Avenue, Suite 700
Dallas, TX 75201
| | | | |
Iridian Asset Management LLC
David L. Cohen, Harold J. Levy
276 Post Road West
Westport, CT 06880-4704 | | 20,786,152(2) | | 10.3% |
Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071
| | | | |
10,135,127The Vanguard Group, Inc.
100 Vanguard Blvd
Malvern, PA 19355 | | 20,103,581(6(3) | | 10.0% |
| | | | |
BlackRock, Inc.
55 East 52nd Street
New York, NY 10022 | | 13,545,767)(4) | | 6.7% |
| 5.1%
| | | |
|
(1) | | | | There were 199,751,070201,622,583 shares of our sharescommon stock outstanding as of December 31, 2011. March 1, 2015. |
|
(2) | | | | As of December 31, 2011, State Street CorporationFebruary 28, 2015, Iridian Asset Management LLC, David L. Cohen and Harold J. Levy disclosed shared investment power and shared voting power with respect to 25,343,954 shares. SSgA Funds Management, Inc., an investment advisor subsidiary of State Street Corporation, disclosed shared voting power and shared investment power of 19,777,30920,786,152 shares. The foregoing information is based on a Schedule 13G13G/A filed with the SEC on February 9, 2012. March 4, 2015. |
|
(3) | | | | As of December 30, 2011, BlackRock,January 31, 2015, The Vanguard Group, Inc. disclosed sole investment power with respect to 19,831,563 shares, shared investment power with respect to 272,018 shares and sole voting power with respect to 16,287,856289,518 shares. The foregoing information is based on a Schedule 13G13G/A filed with the SEC on February 10, 2012. 2015. |
|
(4) | | | | As of December 31, 2011, The Vanguard Group,2014, BlackRock, Inc., an investment advisor, disclosed sole investment power with respect to 12,486,878 shares, shared investment power with respect to 269,28613,545,767 shares and sole voting power with respect to 269,28612,280,499 shares. The foregoing information is based on a Schedule 13G13G/A filed with the SEC on February 9, 2012. |
|
(5)
| | | | As of December 31, 2011, NFJ Investment Group LLC (“NFJ”), an investment advisor, disclosed sole investment power with respect to 10,995,200 shares and sole voting power with respect to 8,929,000 of these shares. Because Allianz Global Investors Capital LLC (“Allianz”) is the parent holding company of NFJ, Allianz may be deemed to beneficially own the securities held by NFJ’s clients or accounts. The foregoing information is based on a Schedule 13G filed with the SEC on February 13, 2012.
|
|
(6)
| | | | As of December 30, 2011, Capital Research Global Investors, an investment advisor, disclosed sole investment power with respect to 10,135,127 shares and sole voting power with respect to 6,135,127 of these shares. The foregoing information is based on a Schedule 13G filed with the SEC on February 9, 2012.
2015. |
16
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and persons who are considered “officers” of the company for purposes of Section 16(a) of the Securities Exchange Act of 1934 and greater than ten percent stockholders (“Reporting Persons”) are required to file reports with the Securities and Exchange CommissionSEC showing their holdings of and transactions in the company’s securities. It is generally the practice of the company to file the forms on behalf of its Reporting Persons who are directors or officers. The company believesBased solely on a review of such forms and amendments furnished to us and written representations that no other reports were required, we believe that all such forms have been timely filed for 2011.2014.
Proposal 1: Election of Directors
Director Qualifications
The board of directors believes that, as a whole, the board should include individuals with a diverse range of experience to give the board depth and breadth in the mix of skills represented for the board to oversee management on behalf of the company’sour stockholders. In addition, the board of directors believes that there are certain attributes that each director should possess, as described below. Therefore, the board of directors and the Governance Committee consider the qualifications of directors and nominees both individually and in the context of the overall composition of the board of directors.
The board of directors, with the assistance of the Governance Committee, is responsible for assembling appropriate experience and capabilities within its membership as a whole, including financial literacy and expertise needed for the Audit Committee as required by applicable law and New York Stock Exchange listing standards. Among the other criteria applicable to all directors, which are set forth in the Governance Principles of the Board of Directors, are integrity and ethics, business acumen, sound judgment, and the ability to commit sufficient time and attention to the activities of the board of directors, as well as the absence of any conflicts with the company’s interests. The Governance Committee is responsible for reviewing and revising, as needed, criteria for the selection of directors. It also reviews and updates, from time to time, the board candidate profile used in the context of a director search, in light of the current and anticipated needs of the company and the experience and talent then represented on the board of directors. The Governance Committee reviews the qualifications of director candidates in light of the criteria approved by the board of directors and recommends candidates to the board for election by the stockholders at the Annual Stockholders Meeting.annual stockholders meeting.
The Governance Committee seeks to include individuals with a variety of occupational and personal backgrounds on the board of directors in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the board of directors in such areas as experience and geography, as well as race, gender, ethnicity and age.
Among other things, the board of directors has determined that it is important that the board should include members with the following skills and experiences:
|
•
| | | | • | Financial acumenfor evaluation of the company’s financial statements and capital structure. |
|
•
| | • | | Significant internationalInternational experience and experience with emerging marketsto help oversee the company’sevaluate our global operations.
|
|
•
| • | | | Software and technology acumen, coupled with in-depth understanding of the company’sour business and markets, to provide counsel and oversight with regard to the company’sour strategy. |
|
•
| • | | | Significant operatingOperating experience, providing the company with specific insight into developing, implementing and assessing the company’sour operating plan and business strategy.
|
|
•
| • | | | Human resources experience, including executive compensation experiencetohelp the companyus attract, motivate and retain world-class talent. |
|
•
| • | | | Corporate governance experienceat publicly traded companies to support the goals of greater transparency, accountability for management and the board, and protection of stockholder interests. |
|
•
| • | | | Understanding of customer communications and marketing channelsto support the company’s customerour client focus and customer communications and marketing strategy. |
| • | Turnaround experienceto help us assess opportunities to reposition certain of our businesses. |
| • | Leadershipto motivate others and identify and develop leadership qualities in others. |
Additionally, the board believes all directors should demonstrate integrity and ethics, business acumen, sound judgment, and the ability to commit sufficient time and attention to the activities of the board of directors, as well as the absence of any conflicts with our interests.
The Governance Committee assesses the effectiveness of its criteria when evaluating and recommending new candidates.
Each director brings experience and skills that complement those of the other directors. The board of directors believes that all the directors nominated for election or continuing to serve are highly qualified, and have the attributes, skills and experience required for service on the board of directors. Additional information about each director is included with biographical information for each appearing below.
17
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees for Election
Prior
Directors are elected to the 2010 Annual Meetingterms of Stockholders our board of directors was divided into three classes. Each class consisted, as nearly as possible, of one-third of the total number of directors, and each class had a three-year term ending in successive years. At the 2010 Annual Meeting of Stockholders, a proposal by our board of directors to amend the company’s Certificate and the company’s By-laws to phase out the classification of the board of directors, to provide instead for the annual election of directors, and to make such other conforming and technical changes to the Certificate and By-laws as may be necessary or appropriate was approved by the stockholders. The amended Certificate effecting such changes was filed with the Secretary of State of the State of Delaware on May 12, 2010. The amended Certificate provides for the annual election of directors beginning at the 2011 Annual Meeting of Stockholders. However, any director elected by the stockholders of the company to a three-year term prior to the 2011 Annual Meeting of Stockholders may complete the term to which he or she has been elected.
one year. The board of directors presently has twelve members. There are ten directorsmembers whose term of office expiresterms expire in 2012.2015. Each of the nominees for election at the 2012 Annual Meeting2015 annual meeting of Stockholdersstockholders is currently a director of the companycurrent board member and was selected by the board of directors as a nominee in accordance with the recommendation of the Governance Committee. If elected at the 2012 Annual Meeting2015 annual meeting of Stockholders,stockholders, each of the nominees would serve until the 2013 Annual Meeting2016 annual meeting of Stockholdersstockholders and until his or her successor is elected and has qualified, or until such director’s death, resignation or removal.
Ms. Alvarado, and Mr. Menascé were elected in 2010 to three-year terms expiring at the 2013 annual meeting. For the 2012 annual meeting, the Governance Committee recommended to the board of directors, and the board approved, the nomination of Mr. Adkins, Ms. Busquet, Mr. Fradin, Ms. Fuchs, Mr. Keyes, Mr. Martin, Mr. Roth, Mr. Shedlarz, Mr. Snow, and Mr. Weissman to one-year terms expiring at the 2013 annual meeting.
Information about each nominee for director, and each incumbent director, including the nominee’s or incumbent’s age, as of March 1, 2012,2015, is set forth beginning on page 19 of this proxy statement. Unless otherwise indicated, each nominee or incumbent has held his or her present position for at least five years.below.
Should you choose not to vote for a nominee, you may list on the proxy the name of the nominee for whom you choose not to vote and mark your proxy under proposal 1 for all other nominees, or grant your proxy by telephone or the Internet as described in the proxy voting instructions.
Should any nominee become unable to accept nomination or election as a director (which is not now anticipated), the persons named in the enclosed proxy will vote for such substitute nominee as may be selected by the board of directors, unless the size of the board is reduced. At the annual meeting, proxies cannot be voted for more than the ten director nominees.
Vote RequiredRequired; Recommendation of the Board of Directors
In accordance with the company’sour By-laws, in an uncontested election, a majority of the votes cast is required for the election of directors. OurAbstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote. The Board of Directors Governance Principles provide that any nominee for director in this election who fails to receive a majority of votes cast in the affirmative must tender his or her resignation for consideration by the Governance Committee. The Governance Committee will recommend to the board of directors the action to be taken with respect to such offer of resignation. The board of directors will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.
18
The board of directors recommends that stockholders vote FOR the election of all the following nominees:director nominees.
NOMINEES FOR ELECTION TO TERMS EXPIRING AT THE 2013 ANNUAL MEETING
Nominees
 | | |
| | Rodney C. AdkinsLinda G. Alvarado,, 53, senior vice63, president Systems and Technology Group, International Business Machines Corporation (IBM)chief executive officer of Alvarado Construction, Inc., a leading manufacturercommercial general contractor, design/build, construction management and development company in the United States and internationally, since 1978. Ms. Alvarado is also co-owner of information technologies, since October, 2009. The Systemsthe Colorado Rockies Major League Baseball Club and Technology Group encompasses all aspectsPresident of IBM’s semiconductor, server, storage, system softwarePalo Alto, Inc. which owns and retail store solutions businesses. Formerly senior vice president, development & manufacturing, May 2007 – October 2009, and vice president of development, December 2003 – May 2007, IBM Systems and Technology Group.operates YUM! Brands restaurants in multiple states. Pitney Bowes director since 2007.
1992. (Also a director of 3M Company. Formerly a director of Lennox International Inc., The Pepsi Bottling Group Inc. and Qwest Communications International Inc.)
As a senior executiveprincipal of a public technology company, Mr. Adkinsseveral diverse businesses, Ms. Alvarado brings to the board of directors her significant operational experience, as well as an understanding of marketing, finance and human resources issues. Her experience as a broad rangemember of experience,other public company boards of directors contributes to her understanding of global public company issues, including emerging technologies and services, global business operations,those relating to international and emerging markets and product development.government affairs. |
| |
|  | Anne M. Busquet,, 62,65, principal of AMB Advisors, LLC, an independent consulting firm;firm, since 2006; former chief executive officer, IAC Local & Media Services, a division of IAC/Interactive Corp., an Internet commerce conglomerate, 2004 – 2006. Pitney Bowes director since 2007. (Also a director of Medical Transcription Billing Corp. and InterContinental Hotels Group PLC. Formerly a director of Meetic S.A. and Blyth, Inc. and Meetic S.A.)
Ms. Busquet has experience as a senior public company executive, including as American Express Company Division President, leading global interactive services initiatives. As former chief executive officer of the Local and Media Services unit of InterActiveCorp, she has experience in electronic media, communications and marketing. In addition, Ms. Busquet brings to the board of directors her substantial operational experience, including in international markets, marketing channels, emerging technologies and services, and product development. |
PROPOSAL 1: ELECTION OF DIRECTORS
|  | Roger Fradin,61, vice chairman, since April 2014, Honeywell International Inc., 58,a diversified technology and manufacturing company. Formerly president and chief executive officer of Honeywell Automation and Control Solutions, Honeywell International, Inc., a diversified technology and manufacturing company.division of Honeywell. Pitney Bowes director since February 1, 2012. (Also a director of MSC Industrial Direct Co., Inc.)
As the chiefa senior executive officer of a $15 billion division of a major diversified technology and manufacturing company, with substantial experience as the chief executive officer of its $17 billion Automation and Control Solutions division, Mr. Fradin brings to the board substantialsignificant operational experience, financial expertise, and experience in capital markets, product development, and marketing, including in international markets. He possesses a strong entrepreneurial background, with experience in driving robust growth for businesses under his leadership, and has deep experience in entering new markets, both organically and through acquisition. |
| |
|  | Anne Sutherland Fuchs,, 64,67, consultant to private equity firms. Formerly group president, Growth Brands Division, Digital Ventures, a division of J.C.J. C. Penney Company, Inc., a retailer, since November 2010. Formerly, a consultant to private equity firms.2010 – April 2012; former Chair of the Commission on Women’s Issues for New York City, since 2002.2002 – 2013. Pitney Bowes director since 2005. (Also a director of Gartner, Inc.)
Ms. Fuchs has experience as a senior executive with operational responsibility within the media and marketing industries, as well as experience as global chief executive officer of a unit of LMVH Moet Hennessy Louis Vuitton. Her experience in the publishing industry includes senior level operational roles at Hearst, Conde Nast, Hachette and CBS. She possesses experience in product development, marketing and branding, international operations, as well as in human resources and executive compensation. Her experience in managing a number of well-known magazines contributes to her knowledge and understanding of businesses closely tied to the mailing industry. Her work for the City of New York has further informed her understanding of government operations and government partnerships with the private sector. |
| |
 | | |
19
| | |
| | James H. KeyesS. Douglas Hutcheson,, 71, retired chairman, Johnson Controls,58, chief executive officer, since March 2014, of Laser, Inc., a supplierprivately held technology company. Since January 2015, senior advisor of automotive systemstechnology, media and facility managementtelecom for Searchlight Capital, a global private investment firm. Formerly chief executive officer, Leap Wireless International, Inc., a provider of wireless services and control.devices through its subsidiary, Cricket Communications, Inc. (February 2005 – March 2013); president and chief executive officer, February 2005 – November 2012. Pitney Bowes director since 1998.2012. (Also a director of Navistar International Corporation and a trustee of Fidelity Funds.InterDigital, Inc. Formerly a director of LSI Logic Corporation.Leap Wireless International, Inc.)
Mr. Keyes has broad experienceHutcheson brings to the board of directors significant operational and financial expertise as an experienced former chief executive officer of a public company,wireless communications company. His broad business background includes strategic planning and product and business development and marketing. His expertise in developing and executing successful wireless strategies is an asset to Pitney Bowes as more products and services are transitioned to the cloud. In addition, his experience as a certified public accountant, and experience as a member of other public company boardschief executive contributes to his knowledge of directors. He brings to the board of directors his substantial operational experience, financial expertise, experience in capital markets, international markets, corporate governance and human resources and executive compensation. public company matters. |
| |
|  | Murray D. MartinMarc B. Lautenbach,, 64, chairman,53, president and chief executive officer of Pitney Bowes Inc. since January 2009; presidentDecember 3, 2012. Formerly, Managing Partner, North America, Global Business Services, International Business Machines Corporation (IBM), a global technology services company, 2010 – 2012, and chief executive officer, May 2007General Manager, IBM North America, 2005 – December 2008; president and chief operating officer, October 2004 – May 2007.2010. Pitney Bowes director since 2007.December 3, 2012. (Also a director of The Brink’sCampbell Soup Company.)
As a former senior operating executive at a global technology services company, Mr. MartinLautenbach possesses substantial operational experience, including in technology services, software solutions, application development, and infrastructure management, as well as marketing, sales and product development. Mr. Lautenbach has extensive experience working with a breadth of client segments, including in the small and medium sized business segment and public and enterprise markets. He also has significant international experience. |
PROPOSAL 1: ELECTION OF DIRECTORS
 | Eduardo R. Menascé,69, co-chairman, since April 2014, The Taylor Companies, a privately held organization that provides advisory services in mergers, acquisitions and divestitures. Retired president, Enterprise Solutions Group, Verizon Communications Inc., a leading provider of wireline and wireless communications, since 2006. Pitney Bowes director since 2001. (Also a director of John Wiley & Sons, Inc., Hill-Rom Holdings, Inc. and Hillenbrand, Inc. Formerly a director of KeyCorp.) Mr. Menascé has broad experience as a former senior executive responsible for a significant international operation of a public company, as well as experience in senior leadership positions with a number of European and Latin American businesses, including business operations, finance and capital markets, international and emerging markets, emerging technologies and services,technology, customer communications and marketing channels, human resources and executive compensation, regulatory and government affairs, and product development. With more than twenty yearscompensation. His experience on other public company boards contributes to his knowledge of management experience with Pitney Bowes, Mr. Martin possesses in-depth knowledge and understanding of the company’s business operations, technologies and customers. public company matters. |
| |
|  | Michael I. Roth,, 66,69, chairman and chief executive officer, The Interpublic Group of Companies, Inc., a global marketing communications and marketing services company.company, since 2005. Pitney Bowes director since 1995. (Also a director of Gaylord Entertainment CompanyRyman Hospitality Properties, Inc. and The Interpublic Group of Companies, Inc.)
Mr. Roth has broad experience as the chief executive officer of a public company and as a member of other public company boards of directors, as well as previous experience as a certified public accountant and attorney. In addition to his experience as chief executive officer of theThe Interpublic Group of Companies, his experience includes service as the chief executive officer of The MONY Group Inc. prior to its acquisition by AXA Financial, Inc. He brings to the board of directors his deep financial expertise, and experience in business operations, capital markets, international markets, emerging technologies and services, marketing channels, corporate governance, and executive compensation. |
| |
|  | David L. Shedlarz,, 63,66, retired vice chairman of Pfizer Inc., a pharmaceutical, consumer and animal products health company. Formerly vice chairman of Pfizer Inc., 2005 – 2007; executive vice president and chief financial officer, 1999 – 2005, Pfizer Inc. Pitney Bowes director since 2001. (Also a director of Teachers Insurance and Annuity Association and The Hershey Company.)
Mr. Shedlarz has broad experience as a former senior executive of a public company, experience as a former chief financial officer and as a member of other public company boards of directors. He possesses financial expertise, knowledge of business operations and capital markets, international markets, emerging technologies and services, customer communications and marketing channels, human resources and executive compensation, regulatory and government affairs, product development, and corporate governance. |
| |
 | | |
20
| | |
| | David B. Snow, Jr.,60, chairman and chief executive officer, Cedar Gate Technologies, Inc., 57,a provider of analytic and information technology services to doctor, hospital, and self-insured employer organizations entering risk-based reimbursement arrangements, since February 2014. Until April 2012, chairman and chief executive officer of Medco Health Solutions, Inc., a leading pharmacy benefit manager. Pitney Bowes director since 2006. (Also(Formerly a director of Medco Health Solutions, Inc.)
In addition to his experience as the chief executive officer of a public company, Mr. Snow has a strong background in operations, having served in senior leadership positions at several companies including WellChoice (Empire Blue Cross Blue Shield) and Oxford Health Plans. Mr. Snow also brings to the board of directors a broad range of experience, including finance and capital markets, emerging technologies, customer communications and marketing channels, human resources and executive compensation, regulatory and government affairs, corporate governance, and product development. |
|
| | Robert E. Weissman, 71, retired chairman, IMS Health Incorporated, a leading provider of information solutions to the pharmaceutical and healthcare industries. Pitney Bowes director since 2001. (Also a director of Cognizant Technology Solutions Corporation, Information Services Group, Inc. and State Street Corporation.)
Mr. Weissman has broad experience as the former chief executive officer of several public companies, including IMS Health Incorporated, Cognizant Corp. and Dun & Bradstreet, as well as experience as a member of other public company boards of directors. He brings to the board of directors his financial expertise, extensive understanding of business operations, including international operations, capital markets, emerging technologies and services, corporate governance, and executive compensation.
|
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT THE 2013 ANNUAL MEETING
| | |
| | Linda G. Alvarado, 60, president and chief executive officer of Alvarado Construction, Inc., a Denver-based commercial general contractor, construction management and development firm. Alvarado Construction has successfully developed and constructed numerous multi-million dollar commercial, government, transportation, office, communications, energy, retail, heavy engineering, utility, and technology projects throughout the United States and Latin America. Ms. Alvarado is also co-owner of the Colorado Rockies Major League Baseball Club and President of Palo Alto, Inc. which owns and operates YUM! Brands restaurants in multiple states. Pitney Bowes director since 1992. (Also a director of 3M Company. Formerly a director of Lennox International Inc., The Pepsi Bottling Group Inc. and Qwest Communications International Inc.)
As a principal of several diverse businesses, Ms. Alvarado brings to the board of directors her significant operational experience, as well as an understanding of marketing, finance and human resources issues. Her experience as a member of other public company boards of directors contributes to her understanding of global public company issues, including those relating to international markets and government affairs.
|
|
| | Eduardo R. Menascé, 66, retired president, Enterprise Solutions Group, Verizon Communications Inc., a leading provider of wireline and wireless communications. Pitney Bowes director since 2001. (Also a director of John Wiley & Sons, Inc., Hill-Rom Holdings, Inc. and Hillenbrand, Inc. Formerly a director of KeyCorp.)
Mr. Menascé has broad experience as a former senior executive responsible for a significant international operation of a public company, as well as experience in senior leadership positions with a number of European and Latin American businesses, including business operations, finance and capital markets, international and emerging markets, technology, customer communications and marketing channels, and executive compensation. His experience on other public company boards and as a director of the New York chapter of the National Association of Corporate Directors contributes to his knowledge of public company matters.
26 |
21
Report of the Audit Committee
The Audit Committee functions pursuant to a charter that is reviewed annually and was last amended in February 2012.September 2013. The committee represents and assists the board of directors in overseeing the financial reporting process and the integrity of the company’s financial statements. The committee is responsible for retaining the independent accountants and pre-approving the services they will perform, and for reviewing the performance of the independent accountants and the company’s internal audit function. The board of directors, in its business judgment, has determined that all sixfive of the members of the committee are “independent,” as required by applicable listing standards of the New York Stock Exchange.
In the performance of its responsibilities, the committee has reviewed and discussed the audited financial statements with management and the independent accountants. The committee has also discussed with the independent accountants the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board.Board (“PCAOB”). Finally, the committee has received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountants’accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountants their independence.
In determining whether to recommend that the stockholders ratify the selection of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as Pitney Bowes’ independent auditor for 2015, management and the committee, as they have done in prior years, engaged in a review of PricewaterhouseCoopers. In that review, the committee considers the continued independence of PricewaterhouseCoopers, its geographic presence compared to that of Pitney Bowes, its industry knowledge, the quality of the audit and its services, the audit approach and supporting technology, any Securities and Exchange Commission actions and other legal issues as well as PCAOB inspection reports. Pitney Bowes management prepares an annual assessment that includes an analysis of (1) the above criteria for PricewaterhouseCoopers and the other “Big Four” accounting firms; (2) an assessment of whether firms outside of the “Big Four” should be considered; and (3) a detailed analysis of the PricewaterhouseCoopers’ fees. In addition, PricewaterhouseCoopers reviews with the committee its analysis of its independence. Based on the results of this review this year, the committee concluded that PricewaterhouseCoopers is independent and that it is in the best interests of Pitney Bowes and its investors to appoint PricewaterhouseCoopers to serve as Pitney Bowes’ independent registered accounting firm for 2015.
Based upon the review of information received and discussions as described in this report, the committee recommended to the board of directors that the audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2011,2014 as filed with the Securities and Exchange Commission on February 23, 2012.20, 2015.
By the Audit Committee of the board of directors,
David L. Shedlarz, Chair
Rodney C. Adkins
Anne M. Busquet
Roger Fradin
Anne Sutherland Fuchs
S. Douglas Hutcheson
Michael I. Roth
Proposal 2: Ratification of the Audit Committee’s Appointment of the Independent Accountants for 20122015
The Audit Committee has appointed Pricewaterhouse-CoopersPricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent accountants for Pitney Bowes for 2012.2015. Although not required by law, as a matter of good corporate governance this matter is being submitted to the stockholders for ratification.ratification, as a matter of good corporate governance. If this proposal is not ratified at the annual meeting by the affirmative vote of a majority of the votes cast, the Audit Committee intends to reconsiderrecon-
sider its appointment of PricewaterhouseCoo-persPricewaterhouseCoopers as its independent accountants. Pricewaterhouse-CoopersPricewaterhouseCoopers has no direct or indirect financial interest in Pitney Bowes or any of its subsidiaries. A representative from PricewaterhouseCoopers willis expected to attend the annual meeting and willto be available to respond to appropriate questions and will have the opportunity to make a statement if he or she desires to do so.
Principal Accountant Fees and Services
Aggregate fees billed for professional services rendered for the company by PricewaterhouseCoopers for the years ended December 31, 20112014 and 2010,2013, were (in millions):
| | | | |
| | 2011 | | 2010 |
Audit | | | $ | | 7.4 | | | | $ | | 7.3 | |
Audit-Related | | | | .8 | | | | | .5 | |
Tax | | | | .6 | | | | | .9 | |
All Other | | | | .2 | | | | | — | |
| | | | |
Total | | | $ | | 9.0 | | | | $ | | 8.7 | |
| | | | |
| | | 2014 | | 2013 |
| Audit | | | $ | 6.9 | | | | $ | 8.8 | |
| Audit-Related | | | | .3 | | | | | .3 | |
| Tax | | | | .8 | | | | | .6 | |
| All Other | | | | — | | | | | — | |
| Total | | | $ | 8.0 | | | | $ | 9.7 | |
Audit fees:The Audit fees for the years ended December 31, 20112014 and 20102013 were for services rendered for the audits of the consolidated financial statements and internal control over financial reporting of the company and selected subsidiaries, statutory audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the Securities and Exchange Commission.SEC. The Audit fees decreased in 2014 compared with 2013 due to the additional audit services required in connection with the divestiture of Pitney Bowes Management Services in 2013.
Audit-Related Fees:The Audit-Related fees for the years ended December 31, 20112014 and 20102013 were for assurance and related services related to employee benefit plan audits, procedures performed for SSAE 16 reports, attestation services pertaining to financial reporting that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards.
Tax Fees:The Tax fees for the years ended December 31, 20112014 and 20102013 were for services related to tax compliance, including the preparation and/or review of tax returns and claims for refunds.
The All Other fees for the year ended December 31, 2011 related to services provided by a consulting firm that was acquired by PricewaterhouseCoopers during the course of it engagement with the company.
The Audit Committee has adopted policies and procedures to pre-approve all services to be performed by PricewaterhouseCoopers. Specifically the committee’s policy requires pre-approval of the use of PricewaterhouseCoopers for audit services as well as
22
detailed, specific types of services within the following categories of audit-related and non-audit services: merger and acquisition due diligence and audit services; employee benefit plan audits; tax services; and procedures required to meet certain regulatory requirements.requirements; assessment of and making recommendations for improvement in internal accounting controls and selected related consulting services. The committee will not approve any service prohibited by regulation and does not anticipate approving any service in addition to the categories described above.regulation. In each case, the committee’s policy is to pre-approve a specific annual budget by category for such audit, audit-related and tax services which the company anticipates obtaining from Pricewaterhouse-Coopers,PricewaterhouseCoopers, and has required management to report the actual fees (versus budgeted fees) to the committee on a periodic basis throughout the year. In addition, any new, unbudgeted engagement for audit services or within one of the other pre-approved categories described above must be pre- approvedpre-approved by the committee or its chair.
Vote RequiredRequired; Recommendation of the Board of Directors
Ratification of the appointment of Pitney Bowes’ independent accountants requires the affirmative vote of a majority of votes cast. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.
The board of directors recommends that stockholders vote FOR the ratification of PricewaterhouseCoopers LLP as the company’sour independent accountants for 2012.2015.
Proposal 3: Advisory Vote to Approve Executive Compensation
We
In accordance with SEC rules, stockholders are asking stockholdersbeing asked to approve, on an advisory resolution onor non-binding basis, the company’scompensation of our named executive compensationofficers (NEOs) as reporteddisclosed in this proxy statement.
This proposal, commonly known as a “say-on-pay”“Say-On-Pay” proposal, and required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, provides our stockholders with the opportunity to express their views, on an advisory (non-binding) basis, on our executive compensation for our named executive officers (“NEOs”)NEOs for fiscal year 20112014 as described in the “Compensation Discussion and Analysis” or (“CD&A”)(CD&A) beginning on page 2432 of this proxy statement, as well as the “Summary Compensation Table” and other related compensation tables and narratives, on pages 3957 through 5371 of this proxy statement.
At the 2011 Annual Meeting,
The stockholders have approved the board of directors recommended anddirectors’ recommendation to hold advisory votes on executive compensation annually. At the company’s annual meeting of stockholders in 2014, stockholders voted in favor of holding annual advisory votes to approve executive compensation. Consequently, the board of directors decided to hold future advisory votes oncompany’s executive compensation annually untilby over 95% of the next stockholder vote on the frequency of review issue, which under applicable regulations will occur no later than our Annual Meeting in 2017. Accordingly, the next advisory vote to approve executive compensation will occur at the 2013 Annual Meeting.votes cast.
The committeeExecutive Compensation Committee (Committee) and the board of directors believe that the compensation program described in the CD&A is anestablishes effective incentiveincentives for the sustainable achievement of positive results without encouraging unnecessary or excessive risk-taking. Our compensation program appropriately aligns pay and performance incentives with stockholder interests and enables the company to attract and retain talented executives. The company and the Committee have reached out to stockholders to solicit their views on the company’s executive compensation structure.
For 2011, our pay-for-performance can be highlighted as follows:Based on the company’s financial results when compared against the pre-determined financial goals established by the Committee for 2014(1) and after the application of the strategic modifier, the annual incentive payout multiplier for the NEOs was 125.1% and the 2012-2014 long-term cash incentive units award payout was $1.33 per unit.
|
•
| | | | the decline in the company’s stock price led to a decrease in the value of executive’s equity compensation;
|
|
•
| | | | our achievements against predetermined financial and strategic objectives resulted in a decrease in cash compensation from annual bonuses as compared to the prior year; and
|
|
•
| | | | the performance of our company’s stock price as compared to S&P 500 companies resulted in a reduction of the long-term cash compensation payout.
|
As discussed in the CD&A, the committeeCommittee has structured our executive compensation program based on the following central principles:
|
(1)
| | | | (1) | Compensation should be tied to performance and long-term stockholder return;return and performance-based compensation should be a greater part of total compensation for more senior positions; |
|
(2)
| (2) | | | Compensation should reflect leadership position and responsibility; |
|
(3)
| (3) | | | Incentive compensation should reward both short-term and long-term performance; |
|
(4)
| (4) | | | Compensation levels should be sufficiently competitive to attract and retain talent; and |
|
(5)
| (5) | | | Executives should own meaningful amounts of Pitney Bowes stock to align their interests with Pitney Bowes stockholders. |
We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong pay governance practices.
| (1) | See detailed discussion of the 2014 pre-determined financial goals beginning on page 43. |
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Existing Pay for Performance and Strong Pay Governance Practices
| • | Strong Pay-for-Performance Practices: |
| • | 86% of our CEO’s target total direct compensation, and 71% of target total direct compensation for the other executive officers, is variable, and is subject to financial performance metrics. |
| • | More than two-thirds of the total compensation paid to our CEO, and half of the total compensation paid to the NEOs, is equity-based and aligned with shareholder interests. |
| • | 100% of the 2014 long-term incentive mix is equity-based; |
| • | 100% of the annual incentive and long-term incentive program is based on financial objectives; and |
| • | The long-term incentive program includes a three-year cumulative TSR modifier. |
| • | Strong Pay Governance Practices: |
| • | No employment agreements with our executive officers; |
| • | No tax gross-ups on Change-of-Control payments; |
| • | No special arrangements whereby extra years of prior service are credited under our pension plans; |
| • | No perquisites other than limited financial counseling and an executive physical benefit; |
| • | “Double-trigger” vesting provisions in our Change-of-Control arrangements; |
| • | A “clawback” policy that permits the company to recover bonuses from senior executives whose fraud or misconduct resulted in a significant restatement of financial results; |
| • | Prohibitions against pledging and hedging of our stock; |
| • | Executive stock ownership policy that aligns executives’ and directors’ interests with those of stockholders, recently expanded to: (i) include more senior executives, and (ii) count only vested shares toward stock holding requirement. |
| • | Other Strong Pay Practices: |
| • | Separate roles of CEO and chairman of the board of directors; |
| • | An annual risk assessment of our pay practices; |
| • | An annual stockholder advisory vote on executive compensation; |
| • | A direct line of communication between our stockholders and the board of directors; |
| • | Use of two independent third-party compensation surveys (Radford Survey High-Tech Industry and Towers Watson Regressed Compensation Report) in determining the competitiveness of executive compensation; |
| • | Use of an independent compensation consultant that advises the Committee directly on the company’s compensation structure and actions and performs no other services for the company; and |
| • | Enhanced disclosure of performance targets. |
We have for the past several years regularly contacted many of our stockholders to give them an opportunity to share their views about our executive compensation program. In the 2014 we reached out to holders of approximately 43% of our outstanding shares to answer questions concerning the 2014 proxy statement, including the executive compensation program. Over the past few years, the Committee has implemented features in the executive compensation program that directly related to comments received from the stockholders.
We urge stockholders to read the CD&A beginning on page 2432 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the “Summary Compensation Table” and other related compensation tables and narratives on pages 3957 through 53,71, which provide detailed information on the compensation of our NEOs.
Since the third quarter of 2009, management has been focusing on our Strategic Transformation program, the goal of which is to improve operating efficiencies, the
23
way we go to market and how we interact with customers while also reducing our cost structure to make it more flexible. This initiative allowed us to take many steps over the past several years to become more agile, efficient and responsive to the changing needs of our customers. While revenues declined 2.7% for fiscal year 2011 compared to the previous year, management continued to position the company for profitable growth even as it continued to deal with challenging global economic and business conditions, especially for mail intensive enterprises. During the period, we solidified our growth strategies, by completing the work of identifying what management believes to be our most attractive market opportunities. We also continued to invest in new products and solutions which enhance customer communications allowing our customers to grow their businesses.
Other significant accomplishments relating to fiscal year 2011 include:
|
•
| | | | Achieved adjusted Earnings Per Share (“EPS”) of $2.70 which exceeded the upper-end of our guidance range to the market;
|
|
•
| | | | Improved working capital and reduced capital expenditures to achieve $1,030 million in free cash flow (and $994 million in adjusted free cash flow);
|
|
•
| | | | Achieved benefits from our Strategic Transformation program that we expect to yield approximately $300 million net annual savings;
|
|
•
| | | | The board of directors increased the dividend in 2011;
|
|
•
| | | | Made significant progress in contracting with third-party mailers following the January 2011 introduction of Vollyä, our new secure digital mail delivery system; and
|
|
•
| | | | Increased year-over-year global sales of Connect+ä.
|
We urgeinvite stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2011,2014, as filed with the Securities and Exchange Commission
on February 23, 2012,20, 2015, which describes our business and 20112014 financial results in more detail.
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking stockholders to indicate their support for our NEO compensation by votingFORthis resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation for our NEOs. Accordingly, we are asking our stockholders to vote for the following advisory resolution at the 20122015 Annual Meeting:
RESOLVED, that the stockholders of Pitney Bowes Inc. approve on an advisory basis the compensation of the company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrativenarratives in this proxy statement for the company’s 20122015 Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a “say-on-pay”“Say-On-Pay” resolution, is non-binding on the board of directors. Although non-binding, our board of directors and the committeeCommittee will carefully review and consider the voting results when making future decisions regarding our executive compensation program. The next “Say-on-Pay” advisory vote will occur at the 2016 annual meeting.
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Vote RequiredRequired; Recommendation of the Board of Directors
The vote on executive compensation is an advisory vote and the results will not be binding on the board of directors or the company.vote. The affirmative vote of the majority of the votes cast will constitute the stockholders’ non-binding approval with respect to our executive compensation programs. Abstentions and broker non-votes will not be votes cast and therefore will have no effect on the outcome of the vote.
The board of directors recommends that stockholders vote FOR the approval of the advisory resolution on executive compensation.
Equity Compensation Plan Information
The following table provides information as of December 31, 2014 regarding the number of shares of common stock that may be issued under our equity compensation plans.
| 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 | | | 13,323,075 | | | | $31.14 | | | | 19,715,336 | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| Total | | | 13,323,075 | | | | $31.14 | | | | 19,715,336 | (1) |
| (1) | These shares are available for stock awards made under both the Stock Plan of 2013 and the Directors’ Stock Plan. As of December 31, 2014, of the total 19,715,336 shares remaining and available for future issuance 10,527,654 are available for full value share awards. |
Report of the Executive Compensation Committee
The Executive Compensation Committee (“committee”)(Committee) of the board of directors 1)(1) has reviewed and discussed with management the section included below in this proxy statement entitled “Compensation Discussion and Analysis” (“CD&A”)(CD&A) and 2)(2) based on thethat review and discussions referred to in item 1) above,discussion, the committeeCommittee has recommended to the board of directors that the CD&A be included in the company’s Annual Report on Form 10-K for the year ended December 31, 20112014 and this proxy statement.
By the Executive Compensation Committee of the board of directors,
James H. Keyes, Chair
Eduardo R. Menascé, Chairman
Anne M. Busquet
Anne Sutherland Fuchs
Eduardo R. Menascé
David B. Snow, Jr.
Robert E. Weissman
Compensation Discussion and Analysis
The following discussion and analysis contains statements regarding company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. Investors should not apply these statements to other contexts.
24
Executive Summary
Overview
This CD&A describessection explains our compensation philosophy, summarizes the material components of our executive compensation program for our NEOs.programs and reviews compensation decisions made by the Committee and the independent board members. The NEOs for 2011 are:Committee, comprised of only independent directors, makes all compensation decisions regarding the executives identified as Named Executive Officers (NEOs) in the Summary Compensation Table below, other than the Chief Executive Officer (CEO). The independent board members, based on recommendations by the Committee, determine compensation actions impacting the CEO.
2014 Named Executive Officers
|
•
| • | | | Mr. Murray D. Martin, Chairman,Marc B. Lautenbach, President and Chief Executive Officer
|
|
•
| • | | | Mr. Michael Monahan, Executive Vice President and Chief Financial Officer
(effective February 9, 2015, Mr. Monahan was also appointed to the newly created role of Chief Operating Officer) |
|
•
| • | | | Ms. Leslie Abi-Karam,Mark L. Shearer, Executive Vice President and President, Pitney Bowes CommunicationsSMB Mailing Solutions
|
|
•
| • | | | Ms. Vicki A. O’Meara, Executive Vice President and President, Pitney Bowes Services Solutions
|
|
���
| | | | Ms. Johnna G. Torsone,Abby F. Kohnstamm, Executive Vice President and Chief Human ResourcesMarketing Officer
|
Our compensation program is based on five central principles:
|
1.
| • | | | Compensation should be tied to performanceDaniel J. Goldstein, Executive Vice President and long-term stockholder return, and performance-based compensation should be a greater part of total compensation for more senior positions;
|
|
2.
| | | | Compensation should reflect leadership position and responsibility;
|
|
3.
| | | | Incentive compensation should reward both short-term and long-term performance;
|
|
4.
| | | | Compensation levels should be sufficiently competitive to attract and retain talent; and
|
|
5.
| | | | Executives should own meaningful amounts of Pitney Bowes stock to align their interests with Pitney Bowes stockholders.
Chief Legal & Compliance Officer |
Business Results Highlights
Since December 3, 2012, Pitney Bowes has bifurcated the third quarterrole of 2009, management has been focusing onPresident and CEO and chairman of the board of directors. Marc B. Lautenbach is President and CEO and Michael I. Roth is non-executive chairman of the board of directors.
Summary of 2014 Business Results
In 2014, Pitney Bowes achieved significant progress against its three strategic initiatives to transform the company and unlock shareholder value by 1) stabilizing the mail business, 2) driving operational excellence, and 3) growing its business through expansion in digital commerce. During the year, we continued our Strategic Transformation program,implementation of a new go-to-market strategy, divested certain business operations, and initiated a global effort to streamline the goal of which is to improve operating efficiencies, the way we go to market and how we interact with customers while also reducing our cost structure to make it more flexible. This initiative allowed us to take many steps over the past several years to become more agile, efficient and responsive to the changing needscompany’s back-office systems. All aspects of our customers. While revenues declined 2.7% for fiscal year 2011 compared toDigital Commerce Solutions segment grew revenue in 2014, including the previous year, managementintroduction of outbound services from the United Kingdom.
In addition, we continued to position the company for profitable growth even as it continued to deal with challenging global economicdeliver innovative physical and business conditions, especially for mail intensive enterprises. During the period, we solidified our growth strategies by completing the work of identifying what management believes to be our most attractive market opportunities. We also continued to invest in newdigital products and solutions which enhanceand made significant investments in marketing in support of the transformation of our brand. One of the main goals of the re-branding effort is to update the market’s perception of the company. This is the first brand refresh since 1971 and only the third in our 95 year history. The new brand strategy clarifies the company’s role in the changing world of commerce, emphasizing the interplay between physical and digital communications by spotlighting both our traditional strengths in mailing solutions for the small, medium and large enterprises, as well as our emerging strength in newer technology areas such as location intelligence, customer communications allowing our customers to grow their businesses.information management and cross-border commerce. The new branding launched in early January 2015.
Other significant accomplishments relating to fiscal year 2011 include:
From a financial perspective:
| • | We returned $152 million to shareholders in dividend payments on Pitney Bowes Common Stock and repurchased $50 million of its own shares. |
•
| | | | Achieved adjusted EPS of $2.70 which exceeded
|
| • | Total Shareholder Return (TSR) for 2014 was 7.63%, and its two-year TSR calculated as a Compound Annual Growth Rate (CAGR) was 58.23%, placing us at the upper-endvery top of our guidance rangepeer group. When compared to S&P 500 companies this two-year performance places us in the market;96th percentile. |
|
•
| | |
| • | We had our first full year of reported revenue growth since 2008, with an increase of 1% on both a constant currency and reported basis. |
| | Improved working capital
|
| • | The 2014 diluted earnings per share from continuing operations were $1.90, compared to $1.81 in 2013. |
| | |
| • | Earnings before interest and reducedtaxes were $731 million in 2014 compared to $688 million in 2013. |
COMPENSATION DISCUSSION AND ANALYSIS
| • | Free cash flow was $571 million in 2014 compared to $635 million in 2013. This nevertheless was a strong result when factoring in the capital expenditures to achieve $1,030 million in free cash flow (and $994 million in adjusted free cash flow);invested into the business. |
|
•
| | |
| • | We reduced debt by $100 million and took additional actions with our debt portfolio to create further financial flexibility. |
| | Achieved benefits from our Strategic Transformation program that we expect to yield approximately $300 million net annual savings;
|
|
•
| • | | | The board of directors increased the dividend in 2011;
|
|
•
| | | | Made significant progress in contracting with third-party mailers following the January 2011 introduction of Vollyä, our new secure digital mail delivery system;We reduced sales, general and
|
|
•
| | | | Increased year-over-year global sales of Connect+ä.
administrative expenses by $42 million. |
In short, 2014 was a year of significant progress for Pitney Bowes. We continue to see positive trends in our businesses and are making material progress toward unlocking the long-term value embedded in our company. Going forward we remain confident about our multi-year journey to transform the company and deliver sustained value for our clients, shareholders and employees.
Some of the amounts in the CD&A portion of this proxy statement are shown on a non-GAAP basis. For additional detail on the calculation of the financial results reported, please refer to page 55 “Non-GAAP measures.” We urge stockholders to read our Annual Report on Form 10-K for the year ended December 31, 2011,2014, filed with the Securities and Exchange CommissionSEC on February 23, 2012,20, 2015, which describes our business and 20112014 financial results in more detail.
CEO 2014 Compensation Decisions
The materialcompensation package of our President and CEO reflects Pitney Bowes’ enhanced performance-linked pay philosophy and is competitive when compared to our peer group and two third-party compensation survey reports (see description on competitive benchmarking of compensation on pages 50 to 51). The following are characteristics of Mr. Lautenbach’s compensation compared against our peer group, the Towers Watson Regressed Compensation Report and the Radford High Tech Industry Survey (Survey Reports);
| | Percentage of median | Percentage of median |
| | Peer Group CEOs | Survey Reports CEOs |
| Base Compensation* | 91% | 88% |
| Total Cash Compensation* | 93% | 90% |
| Total Direct Compensation* | 96% | 98% |
| * | See page 40 for definitions of compensation terms. |
COMPENSATION DISCUSSION AND ANALYSIS
In the above illustration, because the peer median and the average median data of the Survey Reports is reported at target, Mr. Lautenbach’s compensation elements are also illustrated at target for comparison purposes.
Mr. Lautenbach’s long-term incentive amount includes the value of his one-time sign-on grant of premium-priced stock options, which are amortized over the vesting period of the options.
Pitney Bowes CEO
The following highlights 2014 compensation actions for the President and CEO approved by the board of directors:
| • | Base salary increased to $900,000 (from $850,000 in 2013) to bring Mr. Lautenbach closer to market median(1); |
| | |
| • | Annual incentive target increased to 135% (from 130% in 2013), moving Mr. Lautenbach’s total target cash compensation closer to market median(1), resulting in a payout of $1,519,965 (after applying the Committee-approved 2014 annual incentive multiplier (see pages 43 to 45 for details)); |
| | |
| • | Long-term incentive target increased to $4,500,000 (from $4,000,000 in 2013) moving Mr. Lautenbach’s total target direct compensation closer to market median(1), with the February 2014 grant consisting of 70% Performance Stock Units (PSUs) and 30% Restricted Stock Units (RSUs). |
| (1) | Market median is calculated based upon a comparison to the Towers Watson Regressed Compensation Report, the Radford High Tech Industry Survey and the company’s peer group. |
COMPENSATION DISCUSSION AND ANALYSIS
Snapshot of 2014 Pay for Performance Actions
In making its 2014 compensation decisions and recommendations, the Committee considered the following, among other things:
| • | our financial results; |
| • | the achievement of the compensation objectives (see discussion beginning on page 43); |
| • | our relative and absolute Total Shareholder Return (TSR); and |
| • | stockholder feedback. |
Our 2014 TSR was a solid 7.63%, which followed a 2013 TSR of 132%, resulting in a compound annual growth rate (CAGR) of 58.23% over two calendar years. Pitney Bowes’ two-year CAGR placed it first among its peer group. This illustrates the significant improvement occurring in our businesses over the last two years. Including 2012, the year preceding both Mr. Lautenbach’s tenure as CEO and the initiation of the current three-year strategic plan, our three-year cumulative TSR is 16.99% and places us at the 33rd percentile of our peer group.
Based on 2014 financial results, the Committee and independent board members approved an annual incentive payout of 125.1% of target, after application of the Strategic Modifier. For the 2012 – 2014 Cash Incentive Units (CIUs), part of the company’s long-term incentive award, the Committee approved a CIU payout of $1.33 per unit, after application of the TSR Modifier.
The following tables compare the actual payouts in 2014 and 2013:
| | | 2014 Actual Payout | | 2013 Actual Payout | | Percentage change |
| Annual Incentive | | Factor as a % of Target | | Factor as a % of Target | | 2014 vs. 2013 |
| Financial Objectives | | | 115.7 | % | | | 100.5 | % | | | | |
| Strategic Modifier(1) | | | 9.4 | % | | | 9.0 | % | | | | |
| Subtotal | | | 125.1 | % | | | 109.5 | % | | | | |
| Total Payout Factor | | | 125.1 | % | | | 109.5 | % | | | 14.2 | % |
| | | 2014 Actual Unit Payout | | 2013 Actual Unit Payout | | Percentage change |
| Long-Term Incentive | | Value (2012 – 2014 cycle) | | Value (2011 – 2013 cycle) | | 2014 vs. 2013 |
| Adjusted Earnings per Share | | | $0.85 | | | | $0.83 | | | | | |
| Adjusted Free Cash Flow | | | $0.71 | | | | $0.77 | | | | | |
| TSR Modifier(2) | | | ($0.23 | ) | | | ($0.10 | ) | | | | |
| Subtotal | | | $1.33 | | | | $1.50 | | | | | |
| Total Payout Value | | | $1.33 | | | | $1.50 | | | | (11.3 | %) |
| (1) | The strategic modifier in 2014 included employee engagement, sustainable engagement, client focus and team metrics measured from employee survey results. See page 44 for additional details. |
| |
| (2) | The TSR Modifier for the 2012 – 2014 cycle is a cumulative three-year modifier. The 2011 – 2013 CIU cycle is an annual modifier aggregated each year over the three year cycle. The TSR Modifier modifies the final payout by up to +/– 25% based on the company’s TSR as compared to a comparator group. In the 2012-2014 cycle, the comparator group consisted of the company’s peer group. In the 2011-2013 cycle, the comparator group was the S&P 500. The relative TSR modifier for the 2011 – 2013 cycle and 2012 – 2014 cycle was –6% and –15%, respectively. |
For additional detail on the calculation of the financial metrics described above please refer to page 55 “Non-GAAP Measures” and corresponding table. Also see “2014 Compensation” beginning on page 42 of this proxy statement for a discussion of each of the compensation components and the respective payouts.
COMPENSATION DISCUSSION AND ANALYSIS
Funding of the 2014 Annual Incentive Pool and Payout Multiplier
The sum of the metrics may not exactly equal the total due to rounding.
For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”
Funding of the 2014 Cash Incentive Unit Pool and Payout Value
The amounts above include the impact of the Modifier for total shareholder return (TSR). The sum of the metrics may not exactly equal the total due to rounding.
The amounts shown in the charts above are based on non-GAAP measures. For additional detail on the calculation of the financial metrics shown in this chart please refer to the table on page 55 “Non-GAAP Measures.”
COMPENSATION DISCUSSION AND ANALYSIS
Summary of 2014 Executive Compensation Changes
At the company’s annual meeting of stockholders in 2014, stockholders voted in favor of our executive compensation program did not change from fiscal year 2010by over 95% of votes cast. Management and the Committee maintain a commitment to fiscal year 2011. Our executiveobtaining and considering stockholder feedback on the company’s compensation program continuesby soliciting feedback over the course of the year. Most of the changes in 2013 were made as a result of stockholder outreach and the 2012 Say-On-Pay vote. The following highlights the changes that were made to bethe program in 2014 and in 2013.
KEY
COMPENSATION
ACTIONS
2014
Implemented new LTI design mix for 2014 awards,
making 100% of the long-term awards stock based, onwith an
allocation of 70% PSUs and 30% RSUs;
Rolled out a new executive stock ownership policy to: (i) include
more senior executives, and (ii) restrict the shares that will count
toward stock holding requirement to only vested shares; and
Instituted a deferral program to facilitate a quicker path to
executive stock ownership.
2013
Increased the weighting of financial objectives to 100% for the annual incentive program;
Enhanced disclosure of performance measures directly related totargets;
Revised our financial goals and to external market performancepeer group in light of the company’s stock price, without encouraging unnecessary or excessive risks. The committee strivesevolving strategic direction with increased
emphasis in software and technology;
Reduced severance benefits payable on account of a Change-of-Control from three to maintain a balanced compensation program that effectively motivatestwo times
annual salary and retains our executives. The compensation decisions overaverage annual incentive; and
Eliminated the past year generally reflected the financial and operational results and objectives for the fiscal year:excise tax gross-up.
|
•
| | | | In 2011, we resumed merit increases to base salaries for the broad-based employee population including the NEOs. The committee approved annual and long-term financial incentive objectives of adjusted earnings per share, revenue growth and adjusted free cash flow, as well as strategic incentive objectives of growth in the enterprise segment and improving the core business.
|
25
|
•
| | | | The committee reviewed the design and implementation of the Key Employees’ Incentive Plan (“KEIP”) and our 2007 Stock Plan and determined that the plans do not create risks that are reasonably likely to have a material adverse effect on the company.
|
|
•
| | | | In February 2011, the board of directors granted a performance cash award under the KEIP to Mr. Martin of $2.0 million designed to encourage enterprise-wide business results and to assist the board of directors in the completion of a successful succession plan. For additional information, please see “Other Performance-Based Award” on page 32 of this proxy statement.
|
|
•
| | | | The committee agreed to recommend to the board an annual vote on “Say-on-Pay” frequency for the 2011 annual stockholders meeting.
|
|
•
| | | | The committee reviewed the voting results for “Say-on-Pay” from the 2011 annual stockholders meeting. Due to the strong support we received, the committee did not make any material changes to the executive compensation program and agreed to continue to focus on the pay for performance link in the program.
|
|
•
| | | | The committee reviewed various long-term incentive (“LTI”) vehicles in an effort to further strengthen the performance characteristics of the company’s compensation program. It considered factors such as executive motivation, external shareholder and economic environment, and the financial impact to the company. The committee decided to replace stock options with performance-based market stock units (“MSUs”) beginning with the 2012 grant. MSUs are performance-based stock units directly tied to total shareholder return (“TSR”). This will further align our LTI awards with TSR and company performance.
|
Pay for Performance
For 2011, our pay-for-performance can be highlighted as follows:
| | | the declineThese highlights will be discussed in more detail in the company’s stock price led to a decrease in the valuesection titled “2014 Compensation” beginning on page 42 of executive’s equity compensation;this proxy statement.
| COMPENSATION DISCUSSION AND ANALYSIS
•
| | | | our achievement against predetermined financial and strategic objectives resulted in a decrease in cash compensation from annual bonuses as compared to the prior year; and
|
|
•
| | | | the performance of our company’s stock price as compared to S&P 500 companies resulted in a reduction of the long-term cash compensation payout.
|
Highlights of Executive Compensation Program Structure
The committee reviews our executive compensation program on an ongoing basis. We do not as a hiring practice, grant extra years of credited service under our pension plans. Additionally, we have no fixed employment agreements with our executive officers and we do not provide perquisites other than a limited financial counseling benefit.
Highlights of our program include:Compensation Philosophy
|
•
| | | | Compensation Tied to Enterprise Performance and Stockholder Return. We link executive compensation to the performance of the company as a whole. We believe executives with higher levels of responsibility and a greater ability to influence enterprise results should receive a greater percentage of performance-based compensation. Compensation for our NEOs varies from year to year primarily based on achievement of enterprise-wide objectives and individual performance. We emphasize enterprise-wide performance to break down any internal barriers that can arise in organizations that emphasize individual performance.
Our executive compensation program is designed to recognize and reward outstanding achievement and to attract, retain and motivate our leaders. We solicit feedback from our major stockholders regarding our executive compensation program, and management speaks individually to stockholders who wish to provide input. The Committee considers stockholder feedback to determine whether changes to the executive compensation programs are required. The Committee continually reviews the executive compensation programs to ensure proper alignment with stockholder interests. Below is an overview of key aspects of our pay philosophy. | Overall Objectives | • | Compensation levels should be sufficiently competitive to attract and retain talent; | | • | Compensation should reflect leadership position and responsibility; | | • | Executive compensation should be linked to the performance of the company as a whole; | | • | Compensation should motivate our executives to deliver our short and long-term business objectives and strategy; and | | • | Compensation packages should be designed to preserve tax deductibility; however, this should not be the sole objective. | | Pay Mix Principles | • | Compensation should be tied to short-term performance and creation of long-term stockholder value and return; | | • | Performance-based compensation should be a significant portion of total compensation for executives with higher levels of responsibility and a greater ability to influence enterprise results should have a greater percentage of variable total compensation. Compensation for our NEOs varies from year to year based on company stock performance as well as an assessment of the success of the NEO in achieving enterprise-wide objectives. This means that our executives may be paid below or above market rates depending on enterprise-wide performance.results; and | | •
| • | | | Compensation Targeted to Market Median. The compensation packagesExecutives should own meaningful amounts of our NEOs are targeted to the median of their respective functional area, based on Towers Watson’s published executive compensation reports (the “Towers Watson Compensation Report”). The committee also reviews target and actual payments against our peer group. Through this process, the company ensures the competitiveness of the total compensation packages for its executives.
| | •
| | | | Stock Ownership Guidelines. Our stock ownership guidelines provide that our executive officers should hold a minimum value of companyPitney Bowes stock to further align their interests with thosePitney Bowes stockholders.
| Pay for
Performance | • | Incentive compensation should reward both short-term and long-term performance; | | • | A significant portion of our stockholders. For additional information, please see “Executive Stock Ownership Policy”compensation should be variable based on page 36 of this proxy statement.performance; and | | • | The annual and long-term incentive components should be linked to operational outcomes, financial results or stock price performance: | | | º | Annual incentive compensation is earned only if pre-determined financial objectives are met; | | | º | Performance stock units (PSUs) are earned only if certain financial objectives are met and units earned are modified based on relative performance of the company compared with our peer group over a cumulative three-year period; and | | | º | Performance-based restricted stock units and PSUs are earned only if a threshold financial target is met. |
COMPENSATION DISCUSSION AND ANALYSIS Pay Governance Practices We believe our executive compensation program demonstrates a strong link between pay and performance in its design and exhibits strong governance pay practices. The following lists the principal pay for performance and governance practices adopted by the board. wIndependent Chairman of board of directors wIndependent Compensation Consultant
performing no other services for the company wAnnual stockholder advisory vote on executive
compensation | w100% of annual incentive and long-term
incentive tied to financial metrics w100% of long-term incentive is equity-based w3-year cumulative relative TSR modifier wNo employment agreements with our executive officers wNo special arrangement crediting extra years of
prior service for our pension plans | •
| Strong
Pay Governance
Practices | | | | | Compensation Recovery Policies. We have a recoupment policy that allows us to “claw-back” equity or cash awards. For additional information, please see the “Clawback Policy” on pages 35 and 36 of this proxy statement.
|
wAnnual risk-assessment of pay practices
| •
| | | | ChangewDirect line of Control Arrangements. Our changecommunication between board of control severance payments
directors and vestingstockholders
wProhibition against hedging and pledging of equity awards occur only on a “double trigger” basis. Before severance is paid and equity awards vest, a changestock wEnhanced disclosure of control must occur and an executive officer’s employment must be terminated in qualifying circumstancesperformance targets |
26
|
wNo tax gross-ups in change-of-control payments
| | | within two years following the change of control. For additional information, please see “Change of Control Arrangements” on page 53 of this proxy statement.wDouble-trigger vesting provisions in our change-of-control arrangements
| | •wSignificant stock ownership guidelines for senior executives and directors
| | | | Compensation Consultant. The committee’s compensation consultant is Frederic W. Cook & Co., Inc.. FWC consults and advises the committee on all significant compensation decisions, and provides compensation data, reports and analysis. FWC independently reviews all compensation reports and proposals made by management, including compensation information provided by Towers Watson to the company. For additional information, please see “Role of the Committee and its Compensation Consultant in Determining Executive Compensation” on page 34 of this proxy statement.w
| | •
| | | | Accessible Leadership. To encourage and facilitate dialogue between our stockholders and the board of directors about our practices and policies, including those relating to executive compensation, we have established direct lines of communication“Clawback” policy for our stockholders to the board of directors. For additional information, please see “Board of Directors — Communications with the Board of Directors” on page 9 of this proxy statement.senior executives
| | •
| | | | Internal Equity of Compensation. Based on the structure of our current management team, we believe that the relationship between the compensation paid to the CEO and the second highest paid NEO should be within acceptable market norms, subject to considerations such as the CEO’s performance, the market median compensation of the respective positions, contributions to the company and experience that may lead to deviations from market relationships.
| | •
| | | | Succession Planning. Our CEO is directly accountable to assist the board in the completion of a successful succession plan and the smooth transition of his successor into the CEO role.
|
Focus on Variable Pay The chart below shows the 20112014 targeted compensation mix for the CEO and other NEOs compared with the targeted average compensation of our peer group as reported in their 20112014 proxy statements. TheAs illustrated in the chart, shows that our compensation is (i) well aligned to the compensation mix forof our peer group.group and (ii) predominantly variable. The specific proportion of each compensation element below may change with changes in market practices or performance considerations. 
Conclusion
The committee believes that the executive compensation program design and implementation satisfies the program objectives and demonstrates the company’s commitment to, and execution of, an effective pay-for-performance compensation program.
ComponentsDesign Mix of Compensation Elements
This chart does not include special stock option and stock grants made to the CEO and other NEOs upon hire. COMPENSATION DISCUSSION AND ANALYSIS We design the mix of short and long-term incentives to reward and motivate short-term performance, while at the same time providing significant incentives to keep our executives focused on longer-term corporate goals that drive stockholder value. In addition, we believe this balance of short-term and long-term incentive compensation and mix of performance criteria helps to discourage executives from taking excessive risk that may have the potential to harm the company in the long-term. We review the compensation structure annually to make sure that it does not encourage excessive risk taking and report our findings to the Committee. In determining our executive’s grant levels, we take into consideration the following: | • | market competitive compensation rates for similar positions; | | • | individual performance compared to established financial, strategic, unit or individual objectives; | | • | level of experience and skill; | | • | the need to attract and retain executive talent during this period of transition; and | | • | internal pay equity; |
Due to the qualitative nature of these considerations, we do not assign specific weightings or numerical goals to them. Overview of Compensation Components The independent members of the Executive Compensation Committee of the board of directors areis responsible for determining the compensation for all NEOs, other than the CEO, and for recommending for approval byto the board of directors each specific element of compensation for the CEO. The Committee considers recommendations from the CEO regarding the compensation of other NEOs. The independent board members are responsible for determining the CEO’s compensation. No member of the management team, including the CEO, has a role in determining his or her own compensation. For each NEO, the committee targetsCommittee sets, as a guideline, target total direct compensation 27
levels that strive to ensure that the sum ofso the base salary, target annual incentivetotal cash compensation, and target long-term incentivetotal direct compensation is at +/– 20% of the median of the competitive data usingbased on the Towers Watson Regressed Compensation Report, (as describedas regressed for companies approximately our size, and the Radford High-Tech Industry Survey focusing on companies with revenue scopes similar to ours for each position. We describe these two reports in more detail under “Benchmarking — Use of Market Data”“Assessing Competitive Practice” beginning on page 3550 of this proxy statement) for each position.statement. In 2011, for NEOs that sum is on average 113%order to attract specific talent, the general +/– 20% of the median inguideline may be exceeded. For 2014, the Towers Watson Compensation Report.total target cash compensation (base salary plus annual incentive) and total target direct compensation (base salary plus annual incentive plus long-term incentive) for Mr. Lautenbach were 90% and 98%, respectively, of the market median(1)for CEOs. For the NEOs, as a group, the average total target cash compensation and total direct compensation were 105% and 110%, respectively, of the market median(1). We believe that executives should have a greater percentage of variable total compensation than mid-level employees to help ensure that the interests of senior executives are aligned with stockholders. Annual and long-term incentives are designed to reward executives predominately for the achievement of enterprise-wide financial and strategic objectives. However, individual payout and grant levels are also influenced by the factors listed below, for which no specific goals or weightings are assigned:
| •
(1) | | | | potential impactMarket median is the individual may make onaverage of the company now andmedian CEO pay as reported in the future;
Towers Watson Regressed Compensation Report and the Radford High Tech Industry Survey. For NEO pay, market median is the average of the Towers Watson Regressed Compensation Report and the Radford High Tech Industry Survey average median of NEO pay. |
COMPENSATION DISCUSSION AND ANALYSIS
|
•
| | | | internal pay equity;
|
|
•
| | | | level of experience and skill;
|
|
•
| | | | individual performance compared with annually established financial, strategic, unit or individual objectives;
|
|
•
| | | | market competitive salary rates for similar positions; and
|
|
•
| | | | need to attract and retain executive talent during this period of Strategic Transformation.
|
The following table outlines the components of direct compensation for our NEOs and how it alignsthey align with our compensation principles.
| | How it Aligns | | Fixed or | | Cash or |
| What it Rewards | | With Our Principles | | Performance-Based | | Equity |
| | | Base Salary |
ELEMENT•
| | WHAT IT
REWARDS
| | HOW IT
ALIGNS WITH
OUR PRINCIPLES
| | FIXED OR
PERFORMANCE-BASED
| | CASH OR
EQUITY
|
|
| | •
| | Performance of daily job duties | | • Highly developed skills and abilities critical to the success of the company | | •Competitive in the markets in which we operate enabling us to attract and retain executive talent | | • | | Fixed compensation | | • | | Cash
|
| | | | | | | | | | | | | | | | |
| | •
| | Highly developed skills and abilities critical to the success of the company
| | •
| | Targeted within plus or minus 10% of the median of competitive data using the Towers Watson Compensation Report (See “Benchmarking — Use of Market Data” on page 35 of this proxy statement)
| | •
| | Increases based oninfluenced by executive’s individual performance rating | | • Cash |
| Annual Incentive |
|
| | • | | Achievement of pre-determinedpre- determined short-term objectives established in the first quarter of each year | | • | | Competitive incentive targets enable us to attract and retain executive talent | | • | | Performance-based compensation measured on enterprise-wide metrics
| | •
| | Cash
|
| | | | | | •
| | Payout dependent on achievement of objectives aligning pay to performance | | • Subject to a “clawback” (See “Clawback Policy” on page 53 of this proxy statement) | | • Performance-based compensation primarily measured on achievement of enterprise-wide metrics • Individual performance may be considered in establishing executives’ annual incentive opportunity •Up to a maximum of $4,000,000 per NEO granted under the KEIP | | | | |
| | | | | | | | | | | | | | | | |
| | | | Key Employees Incentive Plan (KEIP) | | • | | Subject to a “clawback” (See “Clawback Policy” on pages 35 and 36 of this proxy statement)
| | | | | | | | |
28
| | | | | | | | | | | | | | | | Cash |
ELEMENT
| | WHAT IT
REWARDS
| | HOW IT
ALIGNS WITH
OUR PRINCIPLES
| | FIXED OR
PERFORMANCE-BASED
| | CASH OR
EQUITY
Long-term Incentives |
|
Long-term
Incentives
Cash Incentive Units (CIUs) (50%(60% in 2013; eliminated after 2013(1))
| |
• | | Achievement of a pre-determinedpre- determined long-term objectiveobjectives and annual objectives established in the first quarter of the first year and the first quarter of each year, respectively, of the three year cycle | | • Change in company’s stock price versus the company’s peer group for the 2012-2014 CIU award payout | | •Payout dependent on achievement of long-term objectives aligning pay to long-term performance | | • | | Performance-based compensation measured on enterprise-wide metrics
| | •
| | Cash
|
| | | | | | | | | | | | | | | | |
| | •
| | Change in company’s stock price versus S&P 500 companies
| | •
| | The resulting unit value is modified by up to +/–25% based on total stockholder returna 3-year cumulative TSR as compared to a 3-year cumulative TSR of our peer group. The application of the TSR of companies withinModifier links the S&P 500, therefore linkingCIU payout to stockholder return versus the comparator group of companies. TSR Modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle • 3-year performance period cycle promotes retention | | • Performance-based compensation measured on enterprise-wide metrics | | •Up to a maximum in any one year of $8,000,000 per NEO granted under the KEIP | | • Cash |
| (1)There is one more CIU award outstanding, for the 2013-2015 cycle, which will be paid out in 2016. |
| Performance Stock Units (PSUs) (70% in 2014) |
• Achievement of pre- determined long-term objectives and annual objectives established in the first quarter of each year, in the three year cycle | | | | | | | | | | | | | | | | |
| | | | • Change in company’s stock price compared to peer group | | • Shares vested depend on achievement of long-term objectives aligning pay to performance | | • The number of shares vested is modified by up to +/–25% based on a 3-year cumulative TSR as compared to a 3-year cumulative TSR of our peer group, further linking compensation to stockholder return. TSR Modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle •3-year performance period cycle thereby promotingpromotes retention | | | | | | | | |
|
Long-term
Incentives
Performance-Based Restricted Stock Units (RSUs) (25%)
| | •
| | Achievement of a pre-determined performance objective established at the time of grant
| | • | | Vesting dependent on achievement of a pre-determined performance objective aligning pay to performance
| | •
| | Performance-based compensation measured on an enterprise-wide metricmetrics | | • | | Equity
|
| | | | | | | | | | | | | | | | |
| | •
| | Company stock value
| | •
| | 4-year pro-rata vesting thereby promoting retention
| | •
| | Up to a maximum of 600,0001,200,000 shares including RSUs per NEO including grants of stock options, in any plan year granted under the 20072013 Stock Plan | | • Equity |
COMPENSATION DISCUSSION AND ANALYSIS
| | How it Aligns | | Fixed or | | Cash or |
| What it Rewards | | With Our Principles | | Performance-Based | | Equity |
| | Performance-Based Restricted Stock Units (RSUs) (30% in 2014) | | |
• Achievement of a pre- determined performance objective established at time of grant | | | | • Company stock value | | • Vesting dependent on achievement of pre- determined performance objective aligning pay to performance | | • 3-year pro-rata vesting promotes retention for executives •Award value linked to company’s stock price | | • Performance-based compensation measured on a threshold financial target • Up to a maximum of 1,200,000 shares including PSUs per NEO, in any plan year granted under the 2013 Stock Plan | | • Equity |
| | | | Market Stock Units (MSUs) (granted only in 2012) |
• Achievement of pre- determined performance objective established at time of grant |
Long-term
Incentives
Stock Options (25%)
| | • Company stock value | | Increase in• Vesting dependent on achievement of a pre- determined performance objective aligning pay to performance and on formula based on TSR over the three-year cycle
• 3-year cliff vesting promotes retention • Award value linked to company’s stock price | | • | | Inherently performance-based as the company’s stock price must increase for optionees to realize any benefit
| | •
| | Performance-based compensation measured on a threshold financial metric | | • | | Equity
|
| | | | | | | | | | | | | | | | |
| | | | | | •
| | 3-year pro-rata vesting thereby promoting retention
| | •
| | Up to a maximum number of 600,000 shares per NEO (600,000 in 2012), including grants of RSUs, in any plan year granted under the 2007 Stock Plan | | • Equity |
| Periodic Off-cycle Long-term Awards |
| | | | | | • | | Award value linked to long-term stockholder return
| | | | | | | | |
|
Other Long-term Incentive Awards
| | •
| | The committeeCommittee may also grant other long-term incentive awards in unique circumstances where needed for attracting, retaining or motivating executive talent | | • | | All long-term incentives are subject to a “clawback” (See “Clawback Policy” on pages 35 and 36page 53 of this proxy statement) | | | | | | | | |
| • Depends on award granted | | | | | | | | | | | | | | | | • Cash or Equity |
29
We also provide certain other benefits for our NEOs, including retirement benefits and deferred compensation plans. For additional information, please see “Other Benefits”Indirect Compensation” on page 3348 of this proxy statement.
2014 Compensation
Overview
In 2014, the Committee implemented changes to the compensation program emphasizing further alignment of executive compensation with the company’s stockholders. We increased the percentage of equity awards in the company’s long-term compensation plan, implemented changes to executive stock ownership requirements, and instituted a deferral program to facilitate a quicker path to executive stock ownership.
In addition the company used a net promoter score (a universal metric for client satisfaction) as part of its strategic modifier to the annual incentive program. The strategic modifier can increase the annual incentive pay-out by up to ten percentage points.
The changes made in 2014 built on the significant changes the company made to its compensation programs in 2013.
Base Salary
We align
In February 2014, based on the business results for 2013, the Committee and the independent directors increased the CEO’s base salary for NEOs with referenceby 6%, bringing his
base salary closer to the competitive market median data forbased on competitive benchmarks. NEOs, excluding CEO, base salary using the Towers Watson Compensation Report. For additional information, please see “Benchmarking — Use of Market Data” on page 35 of this proxy statement. Salaries are reviewed annually.increases averaged 2.8%.
COMPENSATION DISCUSSION AND ANALYSIS
In 2011, the committee determined that increases would be re-instated in order to remain competitive. The committee and the board of directors approved increases effective March 2011 between 2% and 4% for NEOs.
Annual Incentives
NEOs are eligible for annual incentives under the KEIP primarily for achieving challenging enterprise-wide financial and strategic objectives pre-establishedestablished at the beginning of each year. Individual performance and its impact on financial, strategic, unit or individual objectives may be considered.
The 2011
2014 Annual Incentive Objectives and Metrics
In 2014, 100% of the annual incentive was based on financial objectives which are shown in the chart below. The chart also shows the threshold, target, and maximum ranges.
| Financial Objectives | Weighting | Threshold | Target | Maximum |
Adjusted Earnings Before
Interest and Taxes(1) | 35% | $672 million | $718 million | $775 million |
| Adjusted Revenue Growth(1) | 25% | –1.0% | 0.5% | 2.0% |
| Adjusted Free Cash Flow(1) | 40% | $400 million | $440 million | $500 million |
| (1) | Adjusted earnings before interest and taxes, adjusted revenue growth and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Non-GAAP Measures” on page 55 of this proxy statement. |
| Threshold, target and maximum amounts have been restated to reflect the sale of the Canada DIS business. |
We believe that together these financial objectives effectively measure how well our business is performing on a short-term basis and represent appropriate metrics upon which to base annual incentive awards. We limited the number of duplicative metrics across annual and long-term incentives. The 2014 annual incentive program includes the following metrics and the reasons why they are important to company performance.
| • | Adjusted earnings before interest and taxes. This is an appropriate measure for annual incentive compensation because it directly reflects current profitability and performance. |
| | |
| • | Adjusted revenue growth. This is an appropriate measure because it indicates whether our business is expanding, after excluding the impact of foreign currency translation and the disposal of certain business operations. |
| | |
| • | Adjusted free cash flow. This is an appropriate measure of the company’s ability to pursue discretionary opportunities that enhance stockholder value. |
Each of these metrics excludes the impact of certain special items, both positive and negative, which could mask the underlying trend or performance within a business. The adjustments for special items are made consistently year-to-year and are explained on page 55 in “Non-GAAP Measures.”
Adjusted free cash flow is the only metric that we use in both our annual and long-term incentive program. We believe that the ability to generate free cash flow allows the company to manage its current financial needs and is central to the company’s future health and ability to take advantage of growth opportunities as they are presented. Free cash flow is also a strong contributor to long-term stockholder value.
We set the targets for the adjusted earnings before interest and taxes and adjusted free cash flow financial objectives close to the midpoint of guidance provided to stockholders and the financial community at the beginning of 2014. The only revision to targets during the course of the year reflected the revision to guidance announced as a result of the sale of the Canada Document Imaging Solutions (DIS) business. We believe that the 2014 financial objectives at each level (threshold, target and maximum) accurately balance the difficulty of attainment of the level with the related payout. The 2014 annual incentive plan design includes 100% financial metrics, demonstrating our commitment to place more rigor and objectivity in establishing and meeting our compensation goals. Strategic metrics (Strategic Modifier) are applied as a modifier to compensation payouts by up to ten percentage points. Strategic goals are targets that are important to the successful operation of the enterprise above and beyond financial goals. The strategic goals for 2014 included (i) employee engagement and (ii) client satisfaction. Employee engagement is meant to measure, through employee surveys, the company’s progress toward implementing a high-performance client-oriented culture. Client satisfaction is measured by the implementation and progress made against a net promoter score, a universal metric utilized to measure client satisfaction. These important strategic goals are the foundation for our CEO was 165%future business success and essential for positive financial results.
Funding of base salary. Thethe Annual Incentive Pool and 2014 Actual Payout
Funding of the annual incentive pool begins with the sum of the annual incentive targets forof eligible Pitney Bowes Incentive Plan (PBIP) participants. For more information on setting the other NEOs ranged from 56-80%target see “Assessing Competitive Practice” on page 50. After the close of base salary. Annual incentive payments for 2011 were subjectthe
COMPENSATION DISCUSSION AND ANALYSIS
calendar year, the Committee determines the company’s achievement of the overall financial results against each metric (see above) and approves a multiplier to be applied to the sum of the annual incentive targets. For NEOs, executive officers, unit presidents and staff vice presidents the annual incentive is only paid if the company first achieving aachieves its IRC 162(m) threshold target of $256,583,000 in income from continuing operations, objectiveas restated excluding certain special events. (See “Treatment of $322,619,000,Special Events” beginning on page 55 of this proxy statement.) This target was established to allow payments under the annual incentive program to qualify
as performance-based compensation for purposes of IRC 162(m). Actual 2014 adjusted income from continuing operations, excluding all one-time items.
Adjusted 2011special events, was $387,414,000. The initial threshold of adjusted income from continuing operations was $548,093,000.adjusted to exclude the sale of the Canada DIS business. The maximum annual incentive an NEO could receive underadjustment was made according to predetermined definitions when the KEIPtarget was originally established and is $4,000,000 before the committee applies “negative discretion” to reflect the company’s performance against itsalso reflected in actual results.
The chart below shows actual financial and strategic objectivesresults and the individual’s and business unit performance. The 2011 financial objectives were designedpayout as compared to align management’s objectives with the financial guidance given to the public.target.
The 2011 financial objectives, weighted at 70% at target, were as follows:
| | | | | | | | |
Financial Objectives | | Weighting | | Target | | Actual | | Performance
Against
Target |
Adjusted Earnings Per Share1 | | | | 28 | % | | | | $ | | 2.23 | | | | $ | | 2.70 | | | | | 121 | % | |
Revenue Growth1 | | | | 21 | % | | | | | 1.5 | % | | | | | −4.2 | % | | | | | 0 | % | |
Adjusted Free Cash | | | | 21 | % | | | | $ | | 819 | | | | $ | | 994 | | | | | 121 | % | |
Flow1 | | | | | | million | | | | | million | | | |
| Objectives | Target Weighting | Actual Result | Actual Payout as a % of Target |
| Financial Objectives: | | | |
Adjusted Earnings Before
Interest and Taxes(1) | 35% | $731 million | 37.8% |
| Adjusted Revenue Growth(1) | 25% | 1.6% | 31.4% |
| Adjusted Free Cash Flow(1) | 40% | $467 million | 46.4% |
| Total | 100% | n/a | 115.7% |
|
1(1)
| | | | For compensation purposes, (a) adjusted earnings before interest and taxes excludes the impact of foreign currency translation; (b) adjusted revenue growth excludes the impact of foreign currency translation and the disposal of certain business operations; and (c) adjusted free cash flow excludes reserve account deposits and changes in finance receivables. Adjusted earnings before interest and taxes, adjusted revenue growth and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Accounting Items and Reconciliation of GAAP to Non-GAAP“Non-GAAP Measures” on page 3855 of this proxy statement. |
The Committee compared the 2014 performance against the financial targets and approved a 2014 annual incentive multiplier of 115.7%. Next the Committee assessed the predetermined strategic goals for 2014 which included improving client satisfaction and implementing employee engagement and culture change throughout the organization.
| • | With respect to the client satisfaction goal, the Committee noted that the company successfully implemented the Net Promoter Score (NPS), a universal client satisfaction metric, across business units globally. The client satisfaction threshold, target, and maximum objectives were to achieve a 5%, 20% or 30% closure in reducing the gap to goal. NPS is measured on a scale of -100 to +100. Our goal was to achieve an NPS placing us in the top quartile. Our threshold, target and maximum objectives reflect realistic and stretch percentage increases in closing the gap between our baseline score and top quartile results. The company ultimately achieved a 28% gap closure among business units globally, which was slightly below the maximum achievement of 30% gap closure. |
| • | In 2014 the employee engagement and culture metrics included the following survey dimensions: Employee Engagement, Sustainable Engagement, Client Focus and Team. These metrics are measured from employee survey results. Each category is assigned a series of specific questions in the employee survey as developed in conjunction with the company’s outside consultant, Towers Watson. Employee Engagement is a Pitney Bowes-developed metric which measures employees’ commitment to the company. Sustainable |
The 2011 strategic performance objectives were designed to encourage management to focus on the future development and growth of the enterprise group while sustaining the core mail business.
The 2011 strategic objectives, weighted at 30% at target, were as follows:
| | | Engagement is a Towers Watson benchmark metric that measures both the employee commitment and ability to execute on behalf of the company. Sustainable Engagement, along with the other Towers Watson developed metrics of Client Focus and Team, allow us to compare ourselves to high performing companies. The Committee noted that the company reached or exceeded the maximum objective for all except one metric. |
| | | | | | Strategic Objectives
| | Target
Weighting
| | Actual
| | Performance
against
Target
|
Demonstrate progress on meaningful growth in the enterprise group
| | | | 15
| %
| | | | | 7.0
| %
| | | | | 47
| %
| |
Improve the core business
| | | | 15
| %
| | | | | 10.2
| %
| | | | | 68
| %
| |
Demonstrate progress on meaningful growth in the enterprise group – this objective consists of two equally weighted elements:
| Metric | Maximum | Actual |
•
Employee
Engagement | 6% point
improvement | | | achieving targeted revenue growth of 2.5% for the enterprise group; and
11% point
improvement |
Sustainable
Engagement | 4% point
improvement | 5% point
improvement |
•
Client Focus | 5% point
improvement | | | achieving specific foundational milestones to implement our strategic direction for the future. These include:
|
5% point
improvement |
•
Team | 6% point
improvement | | | significant progress in the build-out of VollyTM;
|
|
•
| | | | continuing to identify and enhance customer communications capabilities and solutions throughout the enterprise group as a basis for growth; and
|
|
•
| | | | significant progress in developing an enterprise customer management program.
5% point
improvement |
ImproveThe goals above represent a 15% closure in gap to goal of 100%.
Noting the core business– this objective was to improvesignificant progress achieved in both strategic metrics above, the core mailing business by improving global customer retentionCommittee, and the meter population net loss rate over the prior year.
The committee believed that these objectives had a high degree of difficulty for achievement. The specific targets are highly confidential and not reported publicly because such disclosure would provide competitors insight into our internal planning processes and would result in meaningful competitive harm.
The payout factor may be modified by between 0 and 15% based on the achievement of pre-determined customer and employee objectives, TSR and the quality of our earnings. The committee compared the 2011 actual performanceindependent board members with respect to the pre-determined targets and increased theCEO, added a 9.4% Strategic Modifier resulting in a final payout by 7% based on the achievementannual incentive multiplier of those objectives. The resulting final payout factor was 13% less than 2010.125.1%.
Based on the above analysis, Mr. MartinLautenbach made specific recommendations to the committeeCommittee for his direct reports. The committee reviewed Mr. Martin’sCommittee considered those recommendations and awarded each of the NEOs an incentive payment in line with the above results.
30
In February 2012, the committee compared 2011 actual performance toagainst objectives as shown, resulting in the pre-determined targets.
The resulting annual incentive awards to our NEOs were as follows:
Executive
| | Payout
|
Murray D. Martin
| | | $
| | 1,584,660
| |
Michael Monahan
| | | $
| | 440,294
| |
Leslie Abi-Karam
| | | $
| | 427,907
| |
Vicki A. O’Meara
| | | $
| | 403,760
| |
Johnna G. Torsone
| | | $
| | 244,545
| |
Long-TermCOMPENSATION DISCUSSION AND ANALYSIS
| Executive | Target Award | Payout | Payout Percent to Target |
| Marc B. Lautenbach | $1,215,000 | $1,519,965 | 125.1% |
| Michael Monahan | $485,856 | $607,806 | 125.1% |
| Abby F. Kohnstamm | $448,000 | $560,448 | 125.1% |
| Mark L. Shearer | $457,320 | $572,107 | 125.1% |
| Daniel J. Goldstein | $295,033 | $369,087 | 125.1% |
Long-term Incentives
We pay long-term
Long-term incentives to drive our overall performance by linkinglink the NEOs’ long-term rewards to our long-term company performance and to the company’s long-term financial performance and stock price performance.price. We also pay long-term incentives in order to be competitive in the markets in which we operate.operate and in order to attract and retain high-performing executives.
Stock ownership
In 2014, in order to tie executive rewards closer to changes in shareholder value, the Committee changed the design mix for the 2014 LTI awards to 100% equity (70% PSUs and equity-related compensation arrangements are key elements30% performance-based RSUs) to focus executives on increasing stockholder value and to encourage executives to act like a business owner. A substantial portion of an executive’sfurther align long-term incentive compensation is awarded in the form of stock compensation and CIUs, which serve as primary vehicles in aligning the interests of executivesincentives with long-term stockholders.
For the 2011 awardstockholder interests. As a result, all of the long-term incentive mix was comprisedexecutive compensation structure will be impacted by changes in company stock price.
PSUs, which the Committee decided will be granted in place of three award types:
|
•
| | | | 50% CIUs;
|
|
•
| | | | 25% performance-based RSUs; and
|
|
•
| | | | 25% stock options.
|
In determiningCIUs beginning in 2014, have many of the amount of long-term awards,same features as the committee considerspreviously granted CIUs, except that the factors discussed under “Overview of Compensation Components” beginning on page 27 of this proxy statement. The committee sets the award targetsPSUs are based on and settled in stock instead of cash. The new LTI mix of 100% equity further aligns the median inLTI program with market best practices. In addition, the Towers Watson Compensation Report. The total LTI award is determined based on a dollar value in linevesting period for the RSUs was changed from four years to three years to better align with the Towers Watsoncompany’s strategic plan.
As a result of the way equity-based PSUs and cash-based CIUs are reported on the Summary Compensation ReportTable, beginning in 2014, you will see a “bunching” of award values. The outstanding and then converted intopreviously granted cash-based CIU awards will continue to be reflected as required under SEC rules when paid, but the long-term incentive mix described above. For additional information, please see “Benchmarking — Useequity denominated PSUs are required to be reported when granted. Although it may appear from a review of Market Data” on page 35the Summary Compensation Table that the total value of LTI has increased, in fact, it only reflects the different timing of when cash versus equity is reported in accordance with SEC requirements. Since outstanding and previously awarded CIUs will continue to vest through 2016, this proxy statement.“bunching” effect also will continue through 2016.
Cash Incentive Units (CIUs)
CIUs are long-term cash awards granted annually prior to 2014 with three-yearthree year performance and vesting cycles. The vesting of long-term incentive awards are generally subject to achieving an average income from continuing operations (IFCO) financial threshold target over the cycle period, established for purposes of IRC 162(m). At any given time there are three cycles outstanding. NEOs are awarded CIUs with payouts based on achieving challenging enterprise-wide financial objectives established at the beginning of each individual year of the three-year cycle. If the threshold level of performance isfor the enterprise-wide financial objectives are not met for a calendar year, for both of these goals, one-third of the award value will be forfeited. IfBeginning with the income from continuing operations threshold2014 – 2016 cycle, we have eliminated this component of LTI compensation and replaced it with PSUs, discussed below. As a result, the last remaining CIU award cycle will end in 2015 and is payable in 2016.
The enterprise-wide financial objectives set by the Committee include adjusted earnings per share and adjusted free cash flow. We believe both of these financial factors are important indicators of the company’s long-term viability and performance and thus are appropriate metrics upon which to base long-term incentive awards. Adjusted earnings per share is an appropriate measure of long-term profitability, and strong adjusted free cash flow provides us with needed resources to reposition and pursue new growth opportunities.
The Committee generally sets the financial targets close to the midpoint of the guidance we provide to stockholders and the financial community at the beginning of each year. Subsequent revisions of guidance during the course of the year do not met overaffect the three yeartargets set at the beginning of a year. Before finalizing payouts, the Committee ranks the company’s cumulative three-year TSR against the cumulative three-year TSR of each company in the peer group. The Committee believes it set the 2014 objectives as it relates to previously awarded CIUs with the appropriate level of difficulty and stretch for each target.
COMPENSATION DISCUSSION AND ANALYSIS
CIU Objectives and Metrics
The 2012 – 2014 financial objectives, each weighted at 50%, are stated below:
| 2012 – 2014 LTI Adjusted Earnings Per Share(1) | Threshold | Target | Maximum |
| 2012 | $1.72 | $2.15 | $2.22 |
| 2013 | $1.53 | $1.71 | $1.88 |
| 2014 | $1.60 | $1.76 | $1.95 |
| 2012 – 2014 LTI Adjusted Free Cash Flow(1) | Threshold | Target | Maximum |
| 2012 | $684 | $760 | $790 |
| 2013 | $573 | $623 | $673 |
| 2014 | $400 | $440 | $500 |
| (1) | Adjusted earnings per share and adjusted free cash flow (in millions) are non-GAAP measures. For a reconciliation and additional information on the adjustments, please see “Non-GAAP Measures” beginning on page 55 of this proxy statement. |
2014 Funding of the Cash Incentive Unit Pool and Actual Payout
For the 2012 – 2014 CIU cycle, the entire award will be forfeited.unit value at target is $1.00. The maximum long-term incentive payout an NEO could receive underCIU value range is between $0 and $2.00 based upon the KEIP is $8,000,000 andachievement of the committee applies negative discretionpre-determined financial objectives described above, each weighted at 50%. The Committee modifies the resulting unit value by up to reduce awards+/– 25% based on enterprise financial performance.our cumulative three-year TSR as ranked against the cumulative three-year TSR of companies within our peer group linking payout to our relative TSR.
For NEOs, executive officers, unit presidents and staff vice presidents the 2012 – 2014 CIU payments for the 2009 – 2011 cycle were subject tois only paid if the company achieving a achieves the restated IRC 162(m)
threshold financial objectivetarget of a three-year average of income from continuing operations over the cycle of $408,263,000,$339,706,000, excluding all one-time items (as discussed below under the headingcertain special events. (See “Treatment of Special Events” beginning on page 3755 of this proxy statement). Adjusted averagestatement.) Average annual income from continuing operations for the 20092012 – 20112014 CIU cycle was $494,125,000. For$377,264,000, which exceeded the 2009performance threshold. The IRC 162(m) threshold for adjusted income from continuing operations for 2012 – 2011 CIU cycle,2014 was restated to eliminate the unit value at target is $1.00.
Since the threshold objective was achieved, the rangeimpact of the CIU value will be between $0 and $1.80 based upon the achievementdisposal of the pre-determined financial goals describedcertain business operations, in accordance with predetermined definitions of income from continuing operations. The chart below each weighted at 50%.
|
•
| | | | Adjusted earnings per share; and
|
|
•
| | | | Adjusted free cash flow.
|
The resulting unit value is modified by up to +/−25% based on total stockholder returnshows actual results as compared to the TSR of companies within the S&P 500 (“TSR modifier”), therefore linking payout to stockholder return.
The targetstarget before and actual results beforeafter applying the TSR modifierModifier for the 2009 – 2011 CIU cycle were:2012 - 2014 cycle.
| | | | |
2009 – 2011 LTI
Adjusted Earnings Per Share1 | | Target | | Actual |
2009 | | | $ | | 2.67 | | | | $ | | 2.28 | |
2010 | | | $ | | 2.40 | a | | | | $ | | 2.23 | |
2011 | | | $ | | 2.23 | b | | | | $ | | 2.70 | |
| Objectives | Actual Result | Metric
Payout Value | TSR Modifier | Final
Payout Value |
2012 – 2014 LTI Adjusted
Earnings Per Share(1) | | | | |
| 2012 | $2.16 | $0.19 | | |
| 2013 | $1.88 | $0.33 | | |
| 2014 | $1.95 | $0.33 | | |
2012 – 2014 LTI Adjusted
Free Cash Flow(1) | | | | |
| 2012 | $767 million | $0.20 | | |
| 2013 | $655 million | $0.27 | | |
| 2014 | $467 million | $0.24 | | |
| Total | | $1.56 | (15%) | $1.33 |
|
a(1)
| | | | Also 2010 componentFor compensation purposes, (a) adjusted earnings per share includes the benefit received from the company’s divestiture of 2010 – 2012 CIU cycle
|
|
b
| | | | Also 2011 component of 2010 – 2012a partnership investment; and 2011 – 2013 CIU cycles
|
| | | | |
2009 – 2011 LTI
Adjusted Free Cash Flow1 | | Target | | Actual |
2009 | | | $ | | 745 | | | | $ | | 889 | |
2010 | | | $ | | 670 | a | | | | $ | | 951 | |
2011 | | | $ | | 819 | b | | | | $ | | 994 | |
| | | | million | | | | | million | |
|
a
| | | | Also 2010 component of 2010 – 2012 CIU cycle
|
|
b
| | | | Also 2011 component of 2010 – 2012(b) adjusted free cash flow excludes reserve account deposits and 2011 – 2013 CIU cycles
|
|
1
| | | | changes in finance receivables. Adjusted EPS and adjusted free cash flow are non-GAAP measures. For a reconciliation and additional information, please see “Accounting Items and Reconciliation of GAAP to Non-GAAP“Non-GAAP Measures” on page 3855 of this proxy statement. |
31COMPENSATION DISCUSSION AND ANALYSIS
The TSR modifierModifier in aggregate decreased the CIU payoutpay-out level for the 20092012 – 20112014 cycle by 19% resulting-15%.
The CIU payout in a final payout of $1.07February 2015, for the 2012 – 2014 cycle, was $1.33 per unit. This compares to the 2011 – 2013 cycle pay-out which was $1.50 per unit.
Performance-Based Restricted Stock OptionsUnits
An annual grant of performance-based restricted stock optionsunits (RSUs) is made during the first quarter of the year, typically after our fourth quarter earnings release has been widely disseminated. The committee may, from time to time, grant stock options to newyear.
For NEOs, executive hires. These grants are typically made at the committee’s next regularly scheduled meeting.
In special circumstances, the committee, or in the case of the CEO, the independent members of the board of directors, may determine that it is appropriate to make additional grants to executives during the course of the year. These grants are made at a committee meeting.
On February 14, 2011, the NEOs were awarded an annual grant of stock options to purchase common stock ofofficers, unit presidents and staff vice presidents, no RSUs will vest unless the company underachieves at least the 2007 Stock Plan at an exercise priceIRC 162(m) threshold target of $26.07 per share, the closing price of our common stock on the day of grant. These stock options have a ten-year exercise period and will vest and become exercisable in equal installments over three years commencing on the first anniversary after the date of grant.
Performance-Based Restricted Stock Units
An annual grant of performance-based RSUs is made during the first quarter of the year, typically after our fourth quarter earnings release has been widely disseminated.
In the case of the executive officers, including the NEOs, commencement of the vesting of the performance-based RSUs is subject to the company achieving an initial financial threshold objective, which, for the 2011 award, was 2011$256,583,000 income from continuing operations, equaling or exceeding $322,619,000,as restated excluding all one-time items (as discussed in more detail undercertain special events. (See “Treatment of Special Events” beginning on page 37). Since adjusted 201155 of this proxy statement.) Actual 2014 income from continuing operations, excluding all special events, was $548,093,000,$387,414,000, which exceeded the 2011target. The IRC 162(m) threshold targets for income from continuing operations and actual 2014 income from continuing operations were adjusted to eliminate the impact of the disposal of certain business operations in accordance with the predetermined definition of income from continuing operations.
In 2014, the percentage of the long-term incentive award will vestmade up by RSUs was reduced from 40% to 30%. The 2014 award vests in fourthree equal installments commencing on the first anniversary of the grant date if the executive is still employed on the vesting date. If the initial thresholdincome from continuing operations target had not been achieved, the performance-based RSUs granted in 20112014 would have been forfeited.
Other
Performance Stock Units (PSUs)
Beginning in 2014, PSUs replaced CIUs, making the company’s long-term incentive mix entirely equity based. PSUs are long-term equity awards granted annually with three year performance and vesting cycles. At any given time after three years of PSU awards there will be three PSU cycles outstanding. The vesting of long-term incentive awards are generally subject to achieving an average IFCO financial threshold target established for purposes of IRC 162(m). If the average IFCO target is not met, then the entire award is forfeited. In addition, vesting of PSUs are based on achieving various challenging enterprise-wide financial objectives established at the beginning of each year of the three-year cycle. If the enterprise-wide financial objectives are not met for a calendar year, one-third of the award will be forfeited.
The enterprise-wide financial objectives set by the Committee include adjusted earnings per share and adjusted free cash flow. We believe both of these financial factors are important indicators of the company’s long-term viability and performance and thus are appropriate metrics upon which to base long-term incentive awards. Adjusted earnings per share is an appropriate measure of long-term profitability, and strong adjusted free cash flow provides us with needed resources to reposition and pursue new growth opportunities.
The Committee generally sets the financial targets close to the midpoint of the guidance we provide to stockholders and the financial community at the beginning of each year. Subsequent revisions of guidance during the course of the year do not affect the targets set at the beginning of a year. Before finalizing payouts, the Committee ranks the company’s cumulative three-year TSR against the cumulative three-year TSR of each Company in the peer group and can adjust the final payout by plus or minus 25%. The TSR modifier cannot result in a positive adjustment if there is a negative TSR over the three-year cycle. The Committee believes it set the 2014 objectives with the appropriate level of difficulty and stretch for each target.
The number of PSUs granted at target is determined using Monte-Carlo simulation modelling. Monte-Carlo simulation modelling is a generally accepted statistical technique used, in this instance, to simulate a range of possible future prices for Pitney Bowes common stock based on various inputs, including stock volatility, dividend yield, expected term, and risk-free rates.
The number of shares 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 negative discretion to reduce the payout even if the financial goals are achieved based on overall company performance.
Performance-Based AwardMarket Stock Units
Performance-based market stock units (MSUs) were granted to executive officers, including NEOs, in February 2012 for the first and only time. In 2013, the Committee determined that MSUs would no longer be a part of the company’s executive compensation structure. The number of MSUs that can vest is capped at 200% of the number of MSUs originally granted. A minimum number of shares, comprising 50% of the award, will vest at the end of the three-year performance period.
The number of performance-based MSUs that will vest is based on (i) the company’s TSR over the vesting period and (ii) the executives’ continued employment until the vesting date. The number of units which will vest is determined by multiplying the number of units awarded by a fraction, the numerator of which is the Pitney Bowes ending stock price, $24.01(1), plus cumulative dividends paid on outstanding company stock during the vesting period, $3.19, and the denominator, of which is the Pitney Bowes beginning stock price, $19.26(2). Vesting of the MSU awards was also based on the company’s achievement of an IFCO target, $383,665,000, in the initial year of the award, which was met. Based on the company’s TSR over the award period, a multiplier of 1.41 was applied to the target number of 2012 MSU awards.
| (1) | Pitney Bowes ending stock price is the average of the closing price of company stock for the 20 trading days ending on the last day of the month prior to the vesting date. |
| (2) | Pitney Bowes beginning stock price is the average of the closing price of company stock for the 20 trading days ending with the grant date. |
COMPENSATION DISCUSSION AND ANALYSIS
Periodic Off-Cycle Long-Term Awards
In special circumstances, the Committee, or in the case of the CEO, the independent board members, may determine that it is appropriate to make additional long-term award grants to executives during the course of the year. In some cases, these awards are part of the long-term incentive awards made to hires during the course of a calendar year, and in other cases, these awards are in addition to the long-term incentive awards made in any given year.
In February 2011,2014, the boardCommittee awarded an additional tranche of directors granted a performance cash award under the KEIPRSUs to Mr. Martin of $2.0 million to incentivize enterprise-wide business results and to assist the board of directors Ms. Kohnstamm that was promised
in the completion of a successful succession plan. This cash award will vestconnection with her hiring in December 20132013. The additional tranche is subject to the company achieving a pre-determined 2011an adjusted income from continuing operations objective of $322,619,000. Provided this initial objective is achieved, the final amountperformance metric with a one-year vesting provision.
See details of the award is subjectgrants to two equally weighted strategic objectives of enterprise-wide business results and succession planning. SinceMs. Kohnstamm in the specific performance objectives for this award are forward-looking, we will not disclose them. The committee believes that these objectives are aggressive enough to challenge Mr. Martin to maximize year-over-year growth in certain business units but are at the same time reasonable in that they can be achieved by the efficient and diligent execution of operating plans.
For additional information about these awards, please see “Grants of Plan Based Awards”Plan-Based Awards in 2014” table on page 4159 of this proxy statement.
In June 2014, Ms. Kohnstamm was awarded the second half of her cash sign-on award in connection with her hiring.
Other Indirect Compensation
Retirement Compensation
The company also offers
In the followingUnited States, retirement benefits:benefits include:
| • | Qualified and nonqualified restoration pension plans for employees hired prior to January 1, 2005. |
| • | Qualified and nonqualified restoration 401(k) plans with company matching contributions up to 4% of eligible compensation and 2% company core contribution for those not eligible for the Pension Plan. Participants become eligible for the company matching and company core contributions after one year of employment with the company. |
| | | QualifiedNonqualified restoration plans (pension and non-qualified restoration pension401(k)) are based on the same formulas as are used under the qualified plans for employees hired prior to January 1, 2005. (All Pension Plan accruals will be frozen on December 31, 2014, with no further accruals.)
| |
•
| | | | Qualified and non-qualified restoration 401(k) plans with company matching contributions up to 4% of eligible compensation and 2% company core contribution for those not eligible for the pension plan.
|
Non-qualified plans make available supplemental pension and 401(k) savings plans to employees, including the NEOs, to make up for benefits that otherwise would be unavailable due tohave been provided under the qualified plan except for limitations set forth under the Internal Revenue Code of 1986, as amended (the “Code”)(IRC). Restoration plans are available to a select group of management or highly compensated employees, including the NEOs.
Non-qualified
Nonqualified plans are unfunded obligations of the company subject to claims by our creditors. An individual account under the 401(k) Restoration Plan:
|
•
| • | | | subject to claims by our creditors;
|
|
•
| | | | is adjusted on the basis of notional investment returns;returns of publicly-available mutual fund investments; and |
|
•
| • | | | dodoes not receive any above-market earnings.
|
The Pension Restoration Plan applies the same standard actuarial rules as are applied under the qualified Pension Plan.
Effective December 31, 2014, the board of directors approved the freezing of all future Pension Plan benefit accruals for all employees.
Similar amendments were adopted with respect to the Pension Restoration Plan. At the same time, the board of directors amended the 401(k) Plan and the 401(k) Restoration Plan, effective January 1, 2015, to provide eligibility to participate in the 2% employer core contri-
bution to those employees who will no longer accrue benefits under the Pension Plan. The 2% employer core contribution has been in effect since 2005 when the Pension Plan was closed to new employees hired after December 31, 2004.
For additional information, please see the narrative accompanying the “Pension Benefits as of December 31, 2011”2014” table on pages 45 to 46page 64 and the narrative accompanying the “Nonqualified Deferred Compensation for 2011”2014” table on pages 4665 to 4866 of this proxy statement.
32
Other Benefits
The company also offers the following additional benefits:
Other benefits include:
Nonqualified Deferred Incentive Savings Plan:
| º | Provides a savings vehicle in a tax efficient manner |
•
| º | | | Non-qualified Deferred Compensation Plan
Provides certain executives the ability to voluntarily defer payouts of annual cash incentives, CIUs and base pay into a nonqualified deferred compensation plan |
| • | Effective February 2015, certain executives with RSUs and PSUs who are subject to the executive stock ownership policy, may voluntarily elect to defer settlement of RSUs and PSUs until termination or retirement. Executives who choose deferral receive dividend equivalents after the award vests which are also deferred. |
| • |
| | | Provides a savings vehicle in a tax efficient manner.
| |
•
| | | | Provides the ability to voluntarily defer payouts of annual cash incentives, CIUs and base pay into a non-qualified deferred compensation plan.
|
|
•
| | | | Limited additional benefits, including, financial counseling to assist with tax law compliance of regulations and to provide guidance in managing complex investment, tax, legal and estate matters,matters; up to a maximum of $7,500 as well as an executive physical. per year |
|
•
| • | | | Relocation assistance for executives asked to move to a new work location;location facilitates the placement of the right person in the job and aids in developing talent. |
The supplemental table below is designed to provide additional details on the payments received by our CEO in 2011. This table differs substantially from the “Summary Compensation Table” required by the U.S. Securities and Exchange Commission and is not meant to be a substitute for the “Summary Compensation Table”.
SUPPLEMENTAL TABLE OF CEO PAY RECEIVED IN 2011
| | | | | | | | |
Form of Compensation | | Period
Covered | | Target
Compensation
($) | | Total
Received
($) | | Performance Results During Performance Period
That Produced the Compensation |
Base Salary | | | | 2011 | | | | $ | | 980,000 | | | | $ | | 975,000 | | | Due to his position relative to the market and to reflect his experience as chief executive officer, our CEO received a 3% merit increase in March 2011. |
Annual Incentive | | | | 2011 | | | | $ | | 1,617,000 | | | | $ | | 1,584,660 | | | The company surpassed its 2011 income from continuing operations objective. The independent members of the board of directors then compared the pre-determined financial and strategic objectives and targets to actual performance to determine the resulting payout. Based on 2011 results, the resulting payout was 98%. For additional information, please see "Annual Incentives" on pages 30 and 31 of this proxy statement. |
Performance Award Payout | | | | 2008-2011 | | | | $ | | 475,000 | | | | $ | | 337,250 | | | Performance award based on actual 2008 adjusted earnings per share of $2.78. Once achieved, awards were payable 50% in August 2009 and another 50% in February 2011 provided the executive was actively employed. |
Cash Incentive Units | | | | 2009-2011 | | | | $ | | 2,375,000 | | | | $ | | 2,541,250 | | | The company’s average income from continuing operations during the period surpassed its initial objective. The independent members of the board of directors then compared pre-determined financial objectives and targets to actual performance to determine the initial payout factor. The TSR modifier adjusted the payment downwards. Based on 2011 results, the total CIU payout was $1.07 per unit. For additional information, please see "Long-Term Incentives" on pages 31 to 32 of this proxy statement. |
Stock Option Exercises | | | | 2011 | | | | | N/A | | | | $ | | 0 | | | There were no stock option exercises in 2011. |
RSU Vesting | | | | 2011 | | | | $ | | 593,744 | | | | $ | | 619,318 | | | Vesting of performance-based RSU grants of 11,995 shares from February 9, 2009 and 13,439 shares from February 8, 2010. The $619,318 value was determined based on the average of the high and low trading price on February 1, 2011, the vesting date. |
All Other
Compensation | | | | 2011 | | | | | N/A | | | | $ | | 62,758 | | | For additional information, please see footnote 6 to the “Summary Compensation Table” on page 40 of this proxy statement. |
Total Payments
Received in 2011* | | | | 2011 | | | | | N/A | | | | $ | | 6,120,236 | | | This total represents the value of the payments received by our CEO in 2011. |
| talent |
*
| • | Executive physical |
| | This amount does not include the value of other benefits, such as pension plan value attributed to 2011, since they are not payments Mr. Martin received in 2011.
• | Spousal travel |
33
COMPENSATION DISCUSSION AND ANALYSIS
Process for Determining Named Executive Officer Compensation Policies, Practices
Committee
The Committee is responsible for reviewing the performance of and Guidelines
Roleapproving compensation awarded to our executive officers, other than the CEO. The independent board members, with the input of the Committee, annually set the CEO’s individual target compensation, review his performance and determine his compensation pay-out in the context of the established objectives, the actual
performance against those objectives and the TSR. In addition, the Committee, and the independent board members with respect to the CEO, may exercise negative discretion in its sole determination. The Committee works closely with its independent consultant, Pay Governance LLC, and management to examine various pay and performance matters throughout the year.
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 for the CEO and the other NEOs. The consultant regularly attends the Committee meetings and advises on a range of matters, including peer group composition, plan design, and competitive pay practices. The consultant does not perform other services for the company. We incurred $46,077 in fees for Pay Governance for services performed for the Committee during 2014. 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 the Pay Governance consultant 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 consultant or Pay Governance with any of the company’s executive officers. The Committee has the sole authority to hire and terminate its consultant.
The Committee reviews independence factors applicable to other consultants, including, outside law firms and Towers Watson, management’s compensation consultant.
Determining Executive CompensationCompensation—The Decision Process
At the beginning of each year our CEO, on behalf of senior management, recommends to the committee reviews theCommittee financial and strategic objectives for the company for that calendar yearannual and long-term incentive plans based on the metrics that have been recommended by senior management and approvedfinancial objectives set by the board of directors. In addition,The Committee and the committee reviewsindependent directors review the recommendations madeof management particularly with respect to the appropriateness and rigor of the objectives and approve the final annual and long term objectives.
After reviewing benchmarking data presented by senior management regarding base salaryexternal consultants, our CEO and theExecutive Vice President
and Chief Human Resources Officer recommend compensation target levels offor total direct compensation as well as the annual and long-term incentive compensation for executive officers, including the NEOs, other than the CEOCEO. The Committee reviews management’s recommendations and determines the appropriate financial and strategic objectives, base salary and the target levels of annual and long-term incentive compensation.
The committeeCommittee also recommends for approval by the independent members of the board of directorsmembers the CEO’s base salary and annual and long-term incentive target levels. In making its decisions, Generally at this time,
COMPENSATION DISCUSSION AND ANALYSIS
the committee consults with FWC, its outside consultant. FWC representatives attended all committee meetings in 2011 and performed no other servicesCommittee also approves any changes to the compensation program for the company or its management. The committee has the sole authority to hire and terminate its consultant.coming year.
At the end of each year, each NEO completes a written self-assessment of his or her performance against his or her objectives. The CEO evaluates the committeeperformance of his executive officer direct reports and recommends incentive compensation actions other than for himself to the Committee. The Committee recommends to the independent board members an individual rating for the CEO. The Committee reviews the financial and strategic accomplishments of the company, taking into account predetermined objectives for that calendarthe preceding year, and determines actual base salary increases as well as the annual and long-term incentive compensation for the NEOs and recommends for approval by the independent members of the board of directorsmembers the CEO’s compensation. The committee also reviews tally sheets provided by the company to evaluate the individual components and the total mix of compensation.
Role of Management in Determining Executive Compensation
At the beginning of each year the CEO, on behalf of senior management, recommends to the committee financial and strategic objectives for the incentive plans based on the company’s financial and strategic objectives set by the board of directors. In addition, the CEO and the Executive Vice President and Chief Human Resources Officer recommend target levels of annual and long-term incentive compensation for the NEOs other than the CEO.
At the end of each year, each NEO completes a written self assessment of his or her performance against his or her objectives. The CEO recommends individual ratings for each NEO other than himself and these ratings are considered by the committee in determining annual merit base salary increases. The committee recommends to the independent members of the board of directors an individual rating for the CEO. The Executive Vice President and Chief Human Resources Officer is also consulted in developing recommendations regarding executive compensation as is the Towers Watson Compensation Report. The committee or the independent members of the board of directors, as applicable, determines the actual base salary increases, if any, that will be awarded.
The CEO evaluates the performance of his executive officer direct reports and recommends incentive compensation actions to the committee. The actual payout levels for annual incentive compensation are based upon the company’s performance against the predetermined financial and strategic objectives and other criteria, such as TSR and customer value, as discussed in further detail under “Annual Incentives” beginning on pages 30 and 31.page 43. For long-term incentive compensation, the recommendation to the committeeCommittee for payout levels is based on pre-determined financial objectives and a TSR modifier,Modifier, as discussed in further detail under “Long-Term“Long-term Incentives” beginning on pages 31 to 32page 45 of this proxy statement.
Tally Sheets
Management providesTo assist in this process, the committee and FWC withCommittee also reviews tally sheets which demonstrateprepared by the Human Resources depart-
ment to evaluate the individual components and the total mix of the components of compensation for executive officers.compensation. The tally sheets show the dollar amount of each of the components of each executive officer’s compensation, including:
|
•
| | | | total cash compensation (base salary and annual incentive);
|
|
•
| | | | long-term incentive grants and payouts (stock options, performance-based RSUs, restricted stock and long-term cash awards);
|
|
•
| | | | financial counseling;
|
|
•
| | | | qualified and non-qualified pension, defined contribution and other deferred compensation plans balances;
|
|
•
| | | | equity and long-term cash plan balances; and
|
|
•
| | | | amounts that would be payable under various termination scenarios, including involuntary termination, retirement, termination following a change of control, death or disability.
|
The purposesummarizing the total compensation opportunity, including the executive’s fixed and variable compensation, perquisites and potential payments upon termination or Change of theseControl. In addition, the tally sheets is to allowinclude a summary of historical compensation. These tally sheets aid the committee to analyzeCommittee in analyzing the individual compensation components individually as well as the compensation mix and weighting of the components within the total compensation package.
34
Benchmarking—Use of Market Data
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 benchmarking process as more fully described in “Assessing Competitive Practice” below. Based on the structure of our current management team, the Committee and the board strive to ensure that the relationship between the compensation paid to the CEO and the second highest paid NEO are within acceptable market norms, subject to considerations such as performance, the market median compensation of the respective positions, contributions to the company and experience that may lead to deviations from market relationships.
Assessing Competitive Practice
To evaluate whether Pitney Bowes’ executive compensation is competitive in the marketplace, the committeeCommittee annually reviews the competitiveness ofcompares each executive’s total direct compensation (base salary, annual incentive and long-term incentives) against two independent reports with a view towards determining the optimal mix of compensation. To achieve this, we use two sourcesand level of compensation, information. We use the Towers Watson Regressed Compensation Report to determine(Towers Watson Report) and the compensation targets annually andRadford High-Tech Industry Survey Report (Radford Report). We then we review the targets and actual payouts against publicly available data from our peer group to evaluate ongoing compensation opportunity.
The committeeopportunity and competitiveness. Finally, the Committee’s independent compensation consultant reviews the data presented to the Committee, before the Committee establishes the target total direct compensation structure basedstructure. The Committee sets compensation targets assuming achievement of specific incentive award performance objectives at target.
The Towers Watson data is regressed for corporate revenue of approximately $4.0 billion for corporate leaders and actual regressed revenue for business unit leaders. The Towers Watson Report is a sub-section of the 2014 US Compensation Data Bank (CDB) General Industry Executive Database. The Radford Report bases its analysis on companies with revenues in the $6applicable revenue ranges as they pertain to $10 billion rangevarious roles. The Radford Report is derived from a database of survey results from high-tech companies. The Committee believes using the Towers Watson Compensation Report. The report is comprised of 78 companies in all industry areas other than thoseReport regressed revenue scope and the revenue ranges in the financial and energy sector.Radford Report more accurately reflect
market competitiveness against outside companies. However, the exact number of companies included in the data for each executive position may vary depending on the structure of the applicable company and whether the company submitted the relevant data. The report is a sub-section of the 2011 US CDB General Industry Executive Database report from Towers Watson. The complete report can be purchased from Towers Watson.
This market data provides important reference points for the committee,Committee but is not the sole basis for determining appropriate compensation design, compensation targets, or individual pay levels. CompensationUse of comparative industry data and outside surveys only serves to indicate to the Committee whether those decisions are in line with industry in general and our peer group in particular. The Committee believes that the comparative industry data used from the Towers Watson Report, the Radford Report and the peer group are consistent with our compensation philosophy. In addition, compensation targets and individual pay levels may vary from the median for various reasons, including:
|
•
| | | | • | the value of the total rewards package; |
|
•
| • | | | program design and strategic considerations; |
| • | affordability; |
•
| • | | | affordability;
|
|
•
| | | | changing competitive conditions; |
|
•
| • | | | program transition considerations; |
|
•
| • | | | the definition and scope of the executive’s role; |
|
•
| • | | | the executive’s individual contributions to the company; or |
|
•
| • | | | succession or retention. retention considerations. |
When determining target direct compensation, the committee noted that the target direct compensation for our CEO was 96% of the median of the market data for chief executive officers using the Towers Watson Compensation Report. The NEOs target direct compensation, as a group, was, on average, 113% of the median in the Towers Watson Compensation Report.
COMPENSATION DISCUSSION AND ANALYSIS
Based on this review, the committee determined
In making its determination that the Pitney Bowes’ total directBowes compensation package approximatesis appropriate and competitive, the Committee takes the following actions.
The Committee first identifies for each NEO the median of the data frompresented in the Towers Watson survey.
and Radford Reports in determining target base salary, target total cash compensation and target total direct compensation. In making its final determination on any one position, the Committee will also take into account unique skill sets presented by the employee. In addition, as a supplement to supplement the Towers Watson information,and Radford Reports, the committee has engaged FWCCommittee asks Pay Governance to perform its analysis and provide an analysisits opinion on compensation trends along with its views onthe specific 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. Burn rate is the total equity awarded in a fiscal year divided by the total common stock outstanding at the beginning of the year. Our three-year average burn rate for the time period from 2012 to 2014 is 0.86% (down from 1.00% based on the prior year three-year average), and is well below the median burn rate of 1.60% for S&P 1500 companies in fiscal year 2013 (source: Equilar 2014 Equity Trends Report).
Pitney Bowes does not have a single competitor due to its unique business. Nevertheless,
Next, the committeeCommittee annually reviews our relative performance, compensation targets and actual payouts against the relative performance and compensation of the peer group listed below as describedbelow.
Based on this rigorous review, the Committee has determined that the Pitney Bowes total compensation package for 2014 is appropriate and competitive considering all the factors outlined above.
PEER GROUP
Although we do not have a single completely overlapping competitor due to the unique mix of our business, we use a peer group of companies similar in their respective 2011 Proxy Statements. There have been no changes in 2011size and complexity to benchmark our executive compensation. In 2014, the Committee reviewed the composition of the peer group.
FWCgroup and decided that no changes were necessary. Pay Governance and the committeeCommittee designed theour peer group so the committeeCommittee could analyze compensation packages, including compensation mix and other benefits, within the competitive market to attract and retain the talent and skill required to lead a business of complexity and size similar to us.our business. This peer group consists of services, industrial and technology companies. The committeeWhen evaluating the appropriateness of the peer group, the Committee considered factors such as revenue, net income, market capitalization, number of employees, and complexity of the business to ensure a reasonable balance in terms of company size and an adequate number of peers. ThisThe Committee also considered any feedback received from stockholders. Our peer group consists of companies with revenues between $2$2.7 billion and $22$21.1 billion, net income ranging from $111 million to $1.6 billion as well asand market capitalization between $2$1.5 billion and $23$18.3 billion. We exceed the median of the
The Committee decided to continue to include Xerox in our peer group despite the revenue size difference because the Committee considers it our closest direct peer in terms of revenuethe office equipment space and are below medianit also is undergoing a similar transformation in terms of net incomeits core business.
COMPENSATION DISCUSSION AND ANALYSIS
Peer Group
| Company Name | | Fiscal 2014
Revenue
($ millions) | | 12/31/2014
Market Capitalization
($ millions) | | 1-Year | | Total Stockholder Return
3-Year | | 5-Year | |
| Alliance Data Systems Corporation | | $ | 4,958 | | | $ | 18,313 | | | | 9 | % | | | 40 | % | | | 35 | % | |
| Diebold, Incorporated | | $ | 3,001 | | | $ | 2,239 | | | | 8 | % | | | 8 | % | | | 8 | % | |
| DST Systems Inc. | | $ | 2,710 | | | $ | 3,583 | | | | 5 | % | | | 29 | % | | | 18 | % | |
| EchoStar Corp. | | $ | 3,410 | | | $ | 4,811 | | | | 5 | % | | | 35 | % | | | 21 | % | |
| Fidelity National Information Services, Inc. | | $ | 6,305 | | | $ | 17,649 | | | | 18 | % | | | 35 | % | | | 23 | % | |
| Fiserv, Inc. | | $ | 5,013 | | | $ | 17,314 | | | | 20 | % | | | 34 | % | | | 24 | % | |
| Harris Corporation | | $ | 4,976 | | | $ | 7,512 | | | | 5 | % | | | 29 | % | | | 11 | % | |
| Iron Mountain Inc. | | $ | 3,109 | | | $ | 8,098 | | | | 49 | % | | | 21 | % | | | 20 | % | |
| Lexmark International Inc. | | $ | 3,694 | | | $ | 2,530 | | | | 20 | % | | | 12 | % | | | 12 | % | |
| NCR Corp. | | $ | 6,493 | | | $ | 4,907 | | | | –14 | % | | | 21 | % | | | 21 | % | |
| Pitney Bowes Inc. | | $ | 3,822 | | | $ | 4,898 | | | | 8 | % | | | 17 | % | | | 8 | % | |
| R.R. Donnelley & Sons Company | | $ | 11,289 | | | $ | 3,358 | | | | –12 | % | | | 14 | % | | | 1 | % | |
| Rockwell Automation Inc. | | $ | 6,557 | | | $ | 15,083 | | | | –4 | % | | | 17 | % | | | 21 | % | |
| Unisys Corporation | | $ | 3,447 | | | $ | 1,472 | | | | –12 | % | | | 14 | % | | | –5 | % | |
| The Western Union Company | | $ | 5,619 | | | $ | 9,360 | | | | 7 | % | | | 2 | % | | | 1 | % | |
| Xerox Corporation | | $ | 21,142 | | | $ | 15,678 | | | | 16 | % | | | 23 | % | | | 13 | % | |
| | | | | | | | | | | | | | | | | | | | | | |
| 25th Percentile | | | $3,428 | | | | $3,470 | | | | 3 | % | | | 14 | % | | | 8 | % | |
| Median | | | $4,976 | | | | $7,512 | | | | 7 | % | | | 21 | % | | | 16 | % | |
| 75th Percentile | | | $6,399 | | | $ | 15,381 | | | | 17 | % | | | 31 | % | | | 21 | % | |
| | | | | | | | | | | | | | | | | | | | | | |
| Pitney Bowes Inc. | | | $3,822 | | | | $4,898 | | | | 8 | % | | | 17 | % | | | 8 | % | |
| PBI Percent Rank | | | 40% | | | | 40 | % | | | 53 | % | | | 33 | % | | | 27 | % | |
| Source: Capital I.Q. | | | | | | | | | | | | | | | | | | | | | |
COMPENSATION DISCUSSION AND ANALYSIS
Other Policies and market capitalization.Guidelines
Agilent Technologies, Inc.
Alliance Data Systems Corporation
Automatic Data Processing, Inc.
Cognizant Technology Solutions
Computer Sciences Corporation
DST Systems, Inc.
Fiserv, Inc.
Harris Corporation
Ingersoll-Rand Company Limited
ITT Corporation
Lexmark International, Inc.
NCR Corporation
Rockwell Automation, Inc.
R.R. Donnelley & Sons Company
Seagate Technology LLC
Xerox Corporation
Clawback Policy
The board of directors adoptedcompany’s executive compensation programs include a “clawback” policy in 2009. Under this policy,feature, allowing the board of directors mayto adjust, recoup or require the forfeiture of any awards made or paid under the 2007 Stock Planany stock plan or the KEIP:Key Employees Incentive Plan (KEIP) under the following circumstances:
35
|
•
| | | | • | to any NEOexecutive officer, including NEOs, in the event of any financial restatement due to a misrepresentation of the financial statements of the company. This applies to vesting or to payments made or paid during the 36-month period prior to the financial restatement; andor |
|
•
| • | | | to any employee, including NEOs, whom the board of directors reasonably believes engaged in gross misconduct or breached any provisions in their Proprietary Interest Protection Agreement, which generally provides for confidentiality, and non-competition and non-solicitation of employees and customers for one year following termination of employment. |
No Agreements with Executives
We have not entered into fixed term employment agreements with any of our NEOs, and thereforeincluding the CEO. Therefore, such officers are “at will” employees.
No Pledging, Hedging and Other Short-term Speculative Trading
We have policies prohibiting both the pledging and hedging of our stock. Neither the board of directors 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).
Executive Stock Ownership Policy
We maintain an executive stock ownership policy that encourages executives to think as owners and to own substantial amounts of company stock to more closely align our key executives’ interests with the long-term interests of our stockholders. All of our NEOs are
The Committee reviews the executive stock ownership policy annually to make sure it is in complianceline with the guidelines.policy’s objectives.
The
Under the executive stock ownership policy the multiple of base salary ownership requirement for the CEO and other executive officers is 5X and 2X, respectively. Unit presidents and staff vice presidents are required to beown 1X multiple of base salary. The policy was amended in 2014 to no longer count unvested RSUs, MSUs, PSUs and all option awards. Only shares owned outright, shares held isin a trust and shares owned under a deferred compensation arrangement are counted toward the ownership requirement.
Beginning with RSU and PSU awards made in February 2015, executives who are required to own certain levels of company stock under the executive stock ownership policy may elect to defer the settlement of RSUs and PSUs upon vesting until the executives terminate employment or retire. Executives who choose to defer in this manner receive dividend equivalents once the awards vest, which are also deferred as follows:vested RSUs.
| | |
Title | | Stock Ownership as a
Multiple of Base
Salary |
Chief Executive Officer | | 5X |
Other Executive Officers | 2X |
| Unit Presidents and Staff Vice Presidents | 2X
1X |
We calculate the number of shares targeted for retention by multiplying an executive’s annual base salary times the multiple of salary required and dividing by the average closing price of our common stock on the last trading day of each of the prior two calendar years.
In 2007,
The guidelines provide that the committee approved guidelines providing that executivesCEO and other executive officers have five years to achieve the required ownership levels from the date of the first award following the time they become covered by this policy or receive a promotion, to achievecovered by an increased holding requirement. Until the CEO and other executive officers meet the required ownership levels. The valuelevels, that executive is required to hold at least 75% of 60% oftheir “net profit shares” in the performance-based RSUs, restricted stock and unexercised vested stock optionsfirst five years, and 100% of the shares owned outright or held in trust are counted toward the ownership requirement. The value is calculated using the closing price of our common stock on the last trading day of the previous calendar year.“net profit shares” thereafter.
Until the required ownership levels are met, executives are required to
Unit Presidents and Staff Vice Presidents must hold 100%at least 50% of their “net profit shares.” Net profit shares are, withshares” until the multiple is met. With respect to stock options, net profit shares are the shares remaining after payment of the option exercise price and taxes owed upon exerciseis exercised, and, with respect to performance-based RSUs, PSUs and restricted stock, net profit shares are the shares that remainremaining after thevesting and payment of applicable taxes. As long as the multiple of salary requirement is met, an executive may sell shares acquired previously in the market as well as shares acquired through the exercise of stock options or the vesting of restrictedequity awards, subject to normal trading restrictions. The company’s Stock Plan of 2013 allows executives subject to the stock awards. Executives cannot pledge Pitney Bowes securities, engage in short-term speculative (“inownership policy to defer settlement of RSUs and out”) trading in Pitney Bowes securities, or participate in hedging and other derivative transactions, including short sales, “put” or “call” options, swaps or collars, with respect to Pitney Bowes securities (other than transactions in employee stock options).PSUs after vesting so that executives may achieve required ownership levels faster.
COMPENSATION DISCUSSION AND ANALYSIS
Change of Control
We believe that our paymentthe cash payments and benefit levels triggered by changeprovided to our executives following a Change of control transactionsControl transaction are consistent with current market practice for companies of our size. Our changeChange of controlControl arrangements are intended to encourage those executives most closely connected to a potential changeChange of controlControl to act more objectively, and therefore, in the best interests of our stockholders, despite the fact that such a transaction could result in the executive’sexecutives’ termination. Our changeChange of controlControl protections also encourage executives to remain with the company until the completion of the transaction to enable a successful transition. Except for equity awards made under our now superseded 2002 Stock Plan, acceleratedAccelerated vesting of equity awards and changeChange of controlControl severance payments 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 changeChange of controlControl (a “double trigger” payment mechanism). The changeChange of control,Control, by itself, does not cause severance payments or accelerated vesting of equity awards except for those under the 2002 Stock Plan.awards.
As part of the change of control severance benefits our NEOs would be reimbursed
The company does not gross up its executives for any excise taxestax imposed on theirChange of Control payments.
Under the Senior Executive Severance Policy (SESP), NEOs are entitled to severance and any other payments under Section 4999equal to two times the
sum of the Codeparticipant’s current annual salary and the participant’s average annual incentive award in the preceding three calendar years in the event that 110%their employment is terminated on account of a Change of Control period.
A Change of Control is defined as (i) an acquisition of 30% or more of our common stock, or 30% or more of the safe-harbor amount is exceeded. The excise tax gross-up is intended to preservecombined voting power of our voting securities by an individual, entity or group, (ii) replacement of a majority of the levelboard of changedirectors other than as approved by the incumbent board, (iii) as a result of control severance protections that we have determined to be competitive ina 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 marketplace.company.
Our changeChange of controlControl arrangements fit into our overall compensation objectives because they are aligned with our goal of providing a compensation package sufficiently competitive to attract and retain talent.talent and aligned with stockholder interests. With the double trigger payment mechanism applicable to both equity vesting and cash payouts and the lack of any gross-up, we believe the Change of Control arrangements are market leading from a corporate governance perspective.
36
Tax and Accounting
Our compensation programs are generally designed with the intent to satisfy the requirements for full deductibility under SectionIRC 162(m) of the Code. Section. IRC 162(m) denies the company a tax deduction for certain compensation in excess of $1 million paid to “covered employees” unless the compensation is qualified performance-based compensation. We generally structure our incentive compensation programs with the intention to be IRC 162(m) compliant; however,compliant. However, the committeeCommittee weighs the benefits of compliance with SectionIRC 162(m) against the potential limitations of such compliance, and may payaward compensation that may not be fully deductible if it determines that it is in the company’s best interest to do so.
The rules and regulations promulgated under IRC 162(m) are complicated and subject to change from time to time, sometimes with retroactive effect. In determining theaddition, a number of stockrequirements must be met in order for particular compensation to qualify. As such, there can be no assurance that any compensation awarded or paid by the company will be fully deductible under all circumstances.
Stock options inare not currently granted as part of the mix of long-term incentives, however, special awards of stock options may be granted. In those cases we value stock options based upon the Black-Scholes valuation methodology,method, consistent with the provisions of FASB Accounting Standards Codification Topic 718 (“ASC 718”)(ASC 718). Key assumptions used to estimate the fair value of stock options include:
|
•
| | | | • | the volatility of our stock;stock price; |
|
•
| • | | | the risk-free interest rate; |
|
•
| • | | | expected term; and |
|
•
| • | | | our dividend yield. |
We also use a Monte-Carlo simulation, which is a generally accepted statistical technique, to value MSUs and PSUs. The technique simulates a range of possible future stock prices for the company. Key assumptions used to estimate the value of MSUs and PSUs include:
| • | the volatility of our stock price; |
| • | the risk-free interest rate; |
| • | expected term; and |
| • | our dividend yield. |
The Monte-Carlo simulation uses generally the same metrics as Black-Scholes, but calculates its ultimate result using an iterative method that generates many possible future stock price paths. We believe that the valuation techniquetechniques and the approachapproaches utilized to develop the underlying assumptions are appropriate in estimating the fair value of our stock option, PSU and MSU grants. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the company under ASC 718.
In determining the number of PSUs to be awarded in the mix of long-term incentives, we value PSUs based upon the Monte-Carlo simulated value on the date of grant. In reporting the value of PSU grants in the Summary Compensation Table, the value of PSUs shown represents the full value of the award based on a targeted number of shares multiplied by the Monte-Carlo value on the date of the award. The Monte-Carlo value also takes into
COMPENSATION DISCUSSION AND ANALYSIS
account the non-payment of dividends during the vesting period.
In determining the number of RSUs to be awarded in the mix of long-term incentives, we value RSUs based upon the closing price of our common stock on the grant date. In reporting the value of RSUs in the Summary Compensation Table, we discount the value of the RSUs
for non-payment of dividends during the vesting period as required by accounting guidance under ASC 718.
For additional information on the accounting treatment for stock-based awards, see note 1220 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.2014.
Treatment of Special Events
In determining performance goals and evaluating enterprise performance results, the committeeCommittee may use its discretion and judgment to ensure that management’s rewards for business performance are commensurate with their contributions to that performance while still holding management accountable for the overall results of the business. The committeeCommittee believes that the metrics for incentive compensation plans should be specific and objective. However, in exercising its negative discretion, the committeeCommittee recognizes that interpretation of the application of pre-determined metrics to results may be necessary from time to time to better reflect the operationaloperating performance of the companycompany’s business segments and take into account certain one-time events. The committee has adopted aIn adopting its philosophy for evaluating previously establishedin establishing metrics and to compensatecompensating the management team for its actual performance, by removingthe Committee believes it to be a fairer measure to remove the impact of certain events that may mask,distort, either positively or negatively, the actual performance of management. The chart below explains the types of events that the Committee has taken into consideration in this regard.
37
Accounting Items and Reconciliation of GAAP to Non-GAAP Measures
For 2011, the committee determined that adjusted earnings per share, adjusted free cash flow and adjusted income from continuing operations results may exclude the impact of certain special events (both positive and negative) such as restructuring charges, legal settlements and write downs of assets which materially impact the comparability of the company’s results of operations.
The following are non-GAAP measures: adjusted earnings per share, adjusted free cash flow, adjusted income from continuing operations and revenue growth.
|
•
| | | | Adjusted earnings per share exclude special items (as discussed above under “Treatment of Special Events”) including the impact of any accounting changes.
|
|
•
| | | | Adjusted free cash flow is adjusted earnings plus depreciation and amortization, stock option expense and deferred taxes; changes in working capital excluding increases in finance receivables, net of reserve account deposits; less capital expenditures, net of disposals and significant pension contributions.
|
|
•
| | | | Adjusted income from continuing operations excludes special events (as described under “Treatment of Special Events”) including the impact of any accounting changes.
|
|
•
| | | | Revenue growth is computed as the year over year change in revenue excluding the impact of foreign currency translation.
|
This adjusted financial informationNon-GAAP measures should not be construed as an alternative to our reported results determined in accordance with GAAP.Generally Accepted Accounting Principles (GAAP). Further, our definitiondefinitions of this adjusted financial informationthese non-GAAP measures may differ from similarly titled measures used by other companies. We use measures such as adjusted earnings per share, free cash flow, adjusted income from continuing operations and adjusted earnings before interest and taxes to exclude the impact of special items like restructuring charges, asset impairments and tax adjustments, because, while these are actual income or expenses of ours, they can mask underlying trends associated with our business. Such items are often inconsistent in amount and frequency and, as such, the adjustments allow greater insight into the current underlying operating trends of the business.
Adjusted earnings per share and adjusted income from continuing operations provide greater insight into the current underlying operating trends of the business by excluding special items such as restructuring charges, asset impairments and tax adjustments.
Free cash flow provides insight into the amount of cash that management could have available for other discretionary uses. It adjusts GAAP cash flow provided by operating activities for capital expenditures, as well as the cash impact of special items such as restructuring charges, unusual tax settlements or payments and special pension contributions.
Management uses earnings before interest and taxes (EBIT) to measure profitability and performance. EBIT is determined by deducting from revenue the related costs and expenses attributable to the segment. EBIT excludes interest and taxes, as well as special items such as restructuring charges and goodwill and asset impairments.
Revenue growth is presented on a constant currency basis and excludes the impact of disposals of certain business operations. Revenue growth is intended to provide a better understanding of the underlying operational performance of the business over the period.
COMPENSATION DISCUSSION AND ANALYSIS
Pitney Bowes Inc.
Reconciliation of Reported Consolidated Results to Adjusted ResultsMeasures for Compensation
(Unaudited)
| | | | | | |
(Dollars in thousands, except per share data) | | | | | | |
| | Twelve Months Ended December 31, |
| | 2011 | | 2010 | | 2009 |
GAAP diluted earnings per share from continuing operations, as reported | | | $ | | 1.73 | | | | $ | | 1.50 | | | | $ | | 2.08 | |
Restructuring charges and asset impairments | | | | 0.52 | | | | | 0.59 | | | | | 0.15 | |
Goodwill impairment | | | | 0.56 | | | | | — | | | | | — | |
Sale of leveraged lease | | | | (0.13 | ) | | | | | — | | | | | — | |
Tax adjustments | | | | 0.02 | | | | | 0.13 | | | | | 0.05 | |
| | | | | | |
Diluted earnings per share from continuing operations, as adjusted(1) | | | $ | | 2.70 | | | | $ | | 2.23 | | | | $ | | 2.28 | |
| | | | | | |
GAAP net cash provided by operating activities,
as reported | | | $ | | 920,193 | | | | $ | | 952,111 | | | | $ | | 824,068 | |
Capital expenditures | | | | (155,980 | ) | | | | | (119,768 | ) | | | | | (166,728 | ) | |
Restructuring payments and discontinued operations | | | | 107,002 | | | | | 119,565 | | | | | 105,090 | |
Pension contribution | | | | 123,000 | | | | | — | | | | | 125,000 | |
| | | | | | |
Adjusted free cash flow | | | $ | | 994,215 | | | | $ | | 951,908 | | | | $ | | 887,430 | |
| | | | | | |
GAAP income from continuing operations | | | $ | | 351,321 | | | | $ | | 310,483 | | | | $ | | 431,554 | |
Restructuring charges and asset impairments, after tax | | | | 105,699 | | | | | 122,892 | | | | | 31,782 | |
Goodwill impairments, after tax | | | | 114,224 | | | | | — | | | | | — | |
Sale of leveraged lease, after tax | | | | (26,689 | ) | | | | | — | | | | | — | |
Tax adjustments | | | | 3,539 | | | | | 27,509 | | | | | 10,063 | |
| | | | | | |
Income from continuing operations, as adjusted | | | $ | | 548,094 | | | | $ | | 460,884 | | | | $ | | 473,399 | |
| | | | | | |
Reported revenue growth | | | | (2.7% | ) | | | | | (2.6% | ) | | | | | (11.1% | ) | |
Impacts of foreign currency | | | | (1.5% | ) | | | | | (0.8% | ) | | | | | 2.1% | |
| | | | | | |
Revenue growth from operations | | | | (4.2% | ) | | | | | (3.4% | ) | | | | | (9.0% | ) | |
| | | | | | |
| (Dollars in thousands, except per share data) | | | 2014 | | | | 2013(1) | | | | 2012(1) | |
| GAAP diluted earnings per share from continuing operations, as reported | | $ | 1.47 | | | $ | 1.42 | | | $ | 1.88 | |
| Restructuring charges and asset impairments | | | 0.29 | | | | 0.29 | | | | 0.06 | |
| Extinguishment of debt | | | 0.19 | | | | 0.10 | | | | — | |
| Investment divestiture | | | (0.05 | ) | | | — | | | | — | |
| Sale of leveraged lease assets | | | — | | | | — | | | | (0.06 | ) |
| Diluted earnings per share from continuing operations(2) | | | 1.90 | | | | 1.81 | | | | 1.88 | |
| Adjustment for businesses sold(1) | | | — | | | | 0.07 | | | | 0.28 | |
| Investment divestiture | | | 0.05 | | | | — | | | | — | |
| Adjusted earnings per share(2) | | $ | 1.95 | | | $ | 1.88 | | | $ | 2.16 | |
| GAAP net cash provided by operating activities, as reported | | $ | 655,526 | | | $ | 624,824 | | | $ | 660,188 | |
| Capital expenditures | | | (180,556 | ) | | | (137,512 | ) | | | (176,586 | ) |
| Reserve account deposits | | | (15,666 | ) | | | (20,104 | ) | | | 1,636 | |
| Restructuring payments | | | 56,162 | | | | 59,520 | | | | 74,718 | |
| Extinguishment of debt | | | 61,657 | | | | 32,639 | | | | — | |
| Net receipts related to investment divestiture | | | (5,737 | ) | | | — | | | | — | |
| Tax and other payments on sale of businesses and leveraged lease assets | | | — | | | | 75,545 | | | | 114,128 | |
| Pension contribution | | | — | | | | — | | | | 95,000 | |
| Free cash flow | | | 571,386 | | | | 634,912 | | | | 769,084 | |
| Reserve account deposits | | | 15,666 | | | | 20,104 | | | | (1,636 | ) |
| Net finance receivables(3) | | | (119,668 | ) | | | — | | | | — | |
| Adjusted free cash flow | | $ | 467,384 | | | $ | 655,016 | | | $ | 767,448 | |
| GAAP income from continuing operations after income taxes, as reported | | $ | 300,006 | | | $ | 287,612 | | | $ | 379,107 | |
| Restructuring charges and asset impairments, after tax | | | 59,349 | | | | 59,024 | | | | 11,610 | |
| Extinguishment of debt, after tax. | | | 37,833 | | | | 19,911 | | | | — | |
| Investment divestiture, after tax. | | | (9,774 | ) | | | — | | | | — | |
| Sale of leveraged lease assets, after tax | | | — | | | | — | | | | (12,886 | ) |
| Income from continuing operations, as adjusted | | | 387,414 | | | | 366,547 | | | | 377,831 | |
| Adjustment for businesses sold(1) | | | — | | | | 14,121 | | | | 57,446 | |
| Adjusted income from continuing operations. | | $ | 387,414 | | | $ | 380,668 | | | $ | 435,277 | |
| GAAP income from continuing operations before income taxes, as reported | | $ | 431,196 | | | $ | 383,954 | | | $ | 511,770 | |
| Interest expense, net, before tax | | | 169,450 | | | | 186,987 | | | | 184,675 | |
| Restructuring charges and asset impairments, before tax. | | | 84,560 | | | | 84,344 | | | | 17,176 | |
| Extinguishment of debt, before tax | | | 61,657 | | | | 32,639 | | | | — | |
| Investment divestiture, before tax | | | (15,919 | ) | | | — | | | | — | |
| Sale of leveraged lease assets, before tax | | | — | | | | — | | | | 3,817 | |
| Earnings before interest and taxes | | | 730,944 | | | | 687,924 | | | | 717,438 | |
| Impacts of foreign currency compared to budget(4) | | | 417 | | | | 3,210 | | | | — | |
| Adjustment for businesses sold(1) | | | — | | | | 22,600 | | | | 26,253 | |
| Adjusted earnings before interest and taxes. | | $ | 731,361 | | | $ | 713,734 | | | $ | 743,691 | |
| Reported revenue growth | | | 0.8% | | | | (0.8% | ) | | | (5.1% | ) |
| Impacts of foreign currency | | | 0.4% | | | | 0.3% | | | | 1.1% | |
| Disposal of certain business operations(5) | | | 0.4% | | | | 0.0% | | | | 0.0% | |
| Revenue growth. | | | 1.6% | | | | (0.5% | ) | | | (4.0% | ) |
| Adjustment for businesses sold(1) | | | 0.0% | | | | (0.3% | ) | | | 0.6% | |
| Adjusted revenue growth | | | 1.6% | | | | (0.8% | ) | | | (3.4% | ) |
| (1) | 2013 and 2012 have been restated for discontinued operations that occurred subsequent to the reported fiscal year. During 2014, we sold our Canadian Document Imaging Solutions business. During 2013, we sold our Pitney Bowes Management Services operations, our Nordic furniture business and our International Mail Services operations. |
(1)
| | | |
(2) | The sum of the earnings per share amounts may not equal the totals above due to rounding. |
| |
| (3) | Adjusted free cash flow excludes the impact of finance receivables in 2014. |
| |
| (4) | For 2014 and 2013, adjusted earnings before interest and taxes is translated at 2014 and 2013 budget rates, respectively. |
| |
| (5) | Adjusted revenue growth excludes the impact of the disposal of certain business operations in 2014. |
38
Executive Compensation Tables and Related Narrative
The following “Summary Compensation Table” shows all compensation earned by or paid to Messrs. Lautenbach, Monahan, Shearer, Goldstein, and Ms. Kohnstamm. The compensation shown below was paid for Messrs. Martin and Monahan, and Mmes. Abi-Karam, O’Meara and Torsoneservices performed during or with respect to 2011, 20102014, 2013, and 2009 for services rendered to the company.2012. The “Summary Compensation Table” includes amounts earned and deferred during the periods covered under the Deferred Incentive Savings Plan.
The “Grants of Plan-Based Awards in 2011”2014” table on page 4159 provides additional information regarding grants made during 20112014 to the NEOs.
The “Stock Awards” and “Total” columns in the Summary Compensation Table (SCT) appear greater than historical amounts because of the company’s decision in 2014 to make its long-term incentive (LTI) plan 100% equity based. Last February, the Committee replaced cash incentive units (CIUs), payable in cash, with performance stock units (PSUs), settled in common stock. The new structure consists of 70% PSUs and 30% performance-based restricted stock units. Stock awards are reported in the SCT when granted, while cash awards are reported in the SCT under “Non-Equity Incentive Compensation” when paid. This creates a “bunching effect” making it appear as though the 2014 Stock Award and Total Amounts has comparatively increased from prior years, while in fact it only reflects the disparate manner in which equity and cash is required to be reported. This effect will continue through 2016 when all outstanding CIUs will be fully paid. See discussion on “bunching” in “Cash Incentive Units” on page 45 for additional details.
SUMMARY COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary
($) | | Bonus
($)(1) | | Stock
Awards
($)(2) | | Option
Awards
($)(3) | | Non-Equity
Incentive
Plan
Compen-
sation
($)(4) | | Change in
Pension
Value
and Non-
qualified
Deferred
Compen-
sation
Earnings
($)(5) | | All Other
Compen-
sation
($)(6),(7) | | Total ($) |
Murray D. Martin(8) | | | | | | | | | | | | | | | | | | |
Chairman, President | | | | 2011 | | | | | 975,000 | | | | | 0 | | | | | 1,187,500 | | | | | 1,187,500 | | | | | 4,463,160 | | | | | 1,354,880 | | | | | 62,758 | | | | | 9,230,798 | |
and Chief Executive | | | | 2010 | | | | | 950,000 | | | | | 0 | | | | | 1,187,500 | | | | | 1,187,500 | | | | | 4,420,600 | | | | | 508,288 | | | | | 80,446 | | | | | 8,334,334 | |
Officer | | | | 2009 | | | | | 950,000 | | | | | 0 | | | | | 1,187,500 | | | | | 1,187,500 | | | | | 2,854,450 | | | | | 1,360,339 | | | | | 103,272 | | | | | 7,643,061 | |
Michael Monahan | | | | | | | | | | | | | | | | | | |
Executive Vice President | | | | 2011 | | | | | 558,000 | | | | | 0 | | | | | 325,000 | | | | | 325,000 | | | | | 1,135,294 | | | | | 264,368 | | | | | 28,788 | | | | | 2,636,450 | |
and Chief Financial | | | | 2010 | | | | | 540,000 | | | | | 0 | | | | | 300,000 | | | | | 300,000 | | | | | 1,018,160 | | | | | 252,487 | | | | | 24,295 | | | | | 2,434,942 | |
Officer | | | | 2009 | | | | | 540,000 | | | | | 0 | | | | | 275,000 | | | | | 275,000 | | | | | 578,000 | | | | | 222,692 | | | | | 32,261 | | | | | 1,922,953 | |
Leslie Abi-Karam | | | | | | | | | | | | | | | | | | |
Executive Vice President | | | | 2011 | | | | | 544,016 | | | | | 0 | | | | | 325,000 | | | | | 325,000 | | | | | 1,122,907 | | | | | 328,795 | | | | | 27,360 | | | | | 2,673,078 | |
and President, | | | | 2010 | | | | | 535,096 | | | | | 0 | | | | | 300,000 | | | | | 300,000 | | | | | 963,727 | | | | | 271,468 | | | | | 29,603 | | | | | 2,399,894 | |
Pitney Bowes | | | | 2009 | | | | | 525,000 | | | | | 0 | | | | | 275,000 | | | | | 275,000 | | | | | 520,700 | | | | | 296,835 | | | | | 47,041 | | | | | 1,939,576 | |
Communications
Solutions | | | | | | | | | | | | | | | | | | |
Vicki A. O’Meara(9)
Executive Vice President | | | | 2011 | | | | | 512,500 | | | | | 0 | | | | | 225,000 | | | | | 225,000 | | | | | 787,010 | | | | | — | | | | | 34,587 | | | | | 1,784,097 | |
and President, | | | | 2010 | | | | | 500,000 | | | | | 50,000 | | | | | 262,500 | | | | | 162,500 | | | | | 395,500 | | | | | — | | | | | 14,775 | | | | | 1,385,275 | |
Pitney Bowes | | | | 2009 | | | | | 500,000 | | | | | 0 | | | | | 302,500 | | | | | 162,500 | | | | | 218,500 | | | | | — | | | | | 13,744 | | | | | 1,197,244 | |
Services Solutions | | | | | | | | | | | | | | | | | | |
Johnna G. Torsone
Executive Vice President | | | | 2011 | | | | | 443,433 | | | | | 0 | | | | | 137,500 | | | | | 137,500 | | | | | 627,545 | | | | | 104,412 | | | | | 29,179 | | | | | 1,479,569 | |
and Chief Human Resources Officer | | | | | | | | | | | | | | | | | | |
| 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
($)(6),(7) | | Total ($) |
| Marc B. Lautenbach | | 2014 | | 891,667 | | — | | | 4,420,297 | | — | | | 1,519,965 | | | — | | | 134,431 | | | 6,966,360 |
| President and Chief | | 2013 | | 850,000 | | — | | | 1,172,558 | | 148,800 | | | 1,209,975 | | | — | | | 14,704 | | | 3,396,037 |
| Executive Officer | | 2012 | | 70,833 | | — | | | — | | 289,300 | | | — | | | — | | | — | | | 360,133 |
| Michael Monahan(8) | | 2014 | | 602,500 | | — | | | 1,276,978 | | — | | | 1,472,306 | | | 162,214 | | | 30,761 | | | 3,544,759 |
| Executive Vice President | | 2013 | | 578,400 | | — | | | 381,082 | | 554,560 | | | 1,481,678 | | | 199,451 | | | 42,940 | | | 3,238,111 |
| and Chief Financial Officer | | 2012 | | 575,600 | | — | | | 582,644 | | — | | | 1,840,141 | | | 161,052 | | | 26,164 | | | 3,185,601 |
| Mark L. Shearer | | 2014 | | 568,875 | | — | | | 1,276,978 | | — | | | 572,107 | | | — | | | 33,593 | | | 2,451,553 |
| Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | |
| and President, Pitney Bowes | | | | | | | | | | | | | | | | | | | | | | | |
| SMB Mailing Solutions | | | | | | | | | | | | | | | | | | | | | | | |
| Abby F. Kohnstamm | | 2014 | | 560,000 | | 400,000 | | | 879,173 | | — | | | 560,448 | | | — | | | 15,289 | | | 2,414,910 |
| Executive Vice President | | 2013 | | 303,333 | | 400,000 | | | 379,947 | | — | | | 264,768 | | | — | | | 200,240 | | | 1,548,288 |
| and Chief Marketing Officer | | | | | | | | | | | | | | | | | | | | | | | |
| Daniel J. Goldstein | | 2014 | | 489,335 | | — | | | 638,476 | | — | | | 801,337 | | | 40,038 | | | 34,014 | | | 2,003,200 |
| Executive Vice President | | 2013 | | 477,400 | | — | | | 190,546 | | — | | | 726,152 | | | — | | | 55,282 | | | 1,449,380 |
| and Chief Legal & | | | | | | | | | | | | | | | | | | | | | | | |
| Compliance Officer | | | | | | | | | | | | | | | | | | | | | | | |
|
(1) | | | | On June 21st, 2010,15, 2014, Ms. O’MearaKohnstamm was awarded a $50,000 promotionalthe second half of her cash sign-on cash award in the amount of $400,000, in connection with her appointmenthiring as Executive Vice President of Pitney Bowes Management Services. and Chief Marketing Officer in 2013. |
| |
(2) | | | | This column includes the value of stock awarded to NEOs during 2011, 20102014, 2013 and 20092012 based upon its grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. OnlySEC guidance. Performance stock units (PSUs) and performance-based RSUs were granted to the NEOs.NEOs in 2014. Details regarding the grants of PSUs and performance-based RSUs can be found in the “Grants of Plan-Based Awards in 2011”2014” table and details regarding outstanding stock awards can be found in the “Outstanding Equity Awards at 20112014 Fiscal Year-End” table. See page 47 in “Compensation Discussion and Analysis” for additional information on RSUs and PSUs. The value of PSUs shown represents the full value of the award based on a targeted number of shares multiplied by the Monte-Carlo value on the date of the award. If performance conditions allow for PSUs granted in 2014 to reach the 200% maximum number of shares, based on the Monte-Carlo simulated grant date value, the total value of stock awarded in 2014 inclusive of RSUs and PSUs would be $7,570,296 for Mr. Lautenbach; $2,186,989 for Mr. Monahan; $1,229,181 for Ms. Kohnstamm; $2,186,989 for Mr. Shearer; and $1,093,469 for Mr. Goldstein. MSUs granted in 2012 were valued in February 2015 at a multiplier of 1.41. In 2014, CIUs, reported when paid, were replaced by PSUs, reported when awarded, under SEC guidance. This creates a “bunching” effect which makes it appear as though the LTI award value increased significantly in 2014, when in fact, it is only the disparate manner in which equity and cash is reported under SEC rules. The “bunching” effect resulted in the disclosure of additional 2014 compensation for Mr. Monahan in the amount of $910,012, and for Mr. Goldstein in the amount of $454,993, even though their long-term award values did not change. |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
(3) | | | | This column includes the value of stock options awarded to NEOs during 2011, 20102014, 2013 and 20092012 based upon its grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718.SEC guidance. Stock options awarded to Mr. Lautenbach in 2013 and 2012, and Mr. Monahan in 2013, are premium-priced options. Details regarding 2011 stock option award grants can be found in the “Grants of Plan-Based Awards in 2011” table and details regarding outstanding stock option awards can be found in the “Outstanding Equity Awards at 20112014 Fiscal Year-End” table. |
(footnotes continued on next page)
39
SUMMARY COMPENSATION TABLE (continued)
|
(4)
| | | |
(4) | When considering all elements of the table above, the majority of compensation for the NEOs is at-risk and is earned based on company and executive performance against pre-determined financial and strategic objectives. This column includes annual incentive compensation earned in 2014, 2013 and 2012, and CIU payouts that vested atearned over the endfollowing award cycles: 2010-2012, 2011-2013 and 2012-2014. For Mr. Monahan, this also includes a payout in 2012 of 2011, 2010 and 2009 for multi-year performance, respectively, and the value of the 2008his performance award which vestedmade in February2010 in connection with achievement of annualized benefits from Strategic Transformation and a 2011 and August 2009. The 2011IRC 162(m) objective. As a result of being hired in December 2012, Mr. Lautenbach was not eligible for a 2012 annual incentive CIUaward. The 2014 annual incentive and 2008 performanceCIU award payout amounts in this column are as follows: for Mr. Martin,Lautenbach, annual incentive of $1,584,660, CIU of $2,541,250 and 2008 performance award of $337,250;$1,519,965; for Mr. Monahan, annual incentive of $440,294,$607,806, CIU of $588,500 and 2008 performance award of $106,500;$864,500; for Ms. Abi-Karam,Mr. Shearer, annual incentive of $427,907, CIU of $588,500 and 2008 performance award of $106,500;$572,107; for Ms. O’Meara,Kohnstamm, annual incentive of $403,760, CIU of $347,750 and 2008 performance award of $35,500; and Ms. Torsone,$560,448; for Mr. Goldstein, annual incentive of $244,545,$369,087, CIU of $294,250 and 2008 performance award of $88,750.$432,250. The 20112014 amounts in this column include payments that were deferred at the election of the NEOs under the terms of the Pitney Bowes Deferred Incentive Savings Plan, as follows: annual incentive deferral by Mr. MartinLautenbach of $125,000; and5% equal to $75,998; CIU award payout deferral of $25,000 by Mr. Monahan; annual incentive deferral by Ms. Abi-KaramMr. Shearer of $15,000.5% equal to $28,605; annual incentive deferral of $50,000 and a CIU award payout deferral of $50,000 by Mr. Goldstein. |
| |
(5) | | | | This column shows the change in the actuarial present value of the accumulated pension benefit applicable to all eligible employees during 2011, 20102014, 2013 and 2009.2012. Mr. Lautenbach, Mr. Shearer, and Ms. O’Meara doesKohnstamm do not participate in the qualified Pension Plan or the Pension Restoration Plan. Mr. Goldstein’s pension benefit decreased in 2013 compared to year-end 2012 as a result of the impact of rising interest rates on his frozen pension benefit when he terminated employment in August 2008 resulting in a negative value of ($28,201), which is excluded from the sum total in accordance with SEC standards. Mr. Goldstein was not eligible to rejoin the pension plan when he was rehired in October 2010. The Pension Plan is a broad-based plan in which all employees hired prior to 2005, with certain exceptions, participate. The Pension Plan and Pension Restoration Plan were frozen to all participants on December 31, 2014. |
| |
(6) | | | | Amounts shown for 20112014 include all other compensation received by the NEOs that is not reported elsewhere. For 2011,2014, this includes the following: for Mr. Martin,Lautenbach, the company’s actual cost for spousal travel, financial counseling, group term life insurance premium paidfor coverage provided by the company executive physical, company match to Pitney Bowes 401(k) Plan and $25,333 company contribution to Pitney Bowes 401(k) Restoration Plan; for Mr. Monahan, financial counseling, life insurance premium paid by the company, company match to Pitney Bowes 401(k) Plan and $14,400 company contribution to Pitney Bowes 401(k) Restoration Plan; for Ms. Abi-Karam, company’s actual cost for spousal travel, financial counseling, and life insurance premium paid by the company, for Ms. O’Meara, life insurance premium paid by the company,in excess of $50,000, company match and 2% core contribution to the Pitney Bowes 401(k) Plan, and company match of $73,666 and 2% core contribution of $36,833 to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Mr. Monahan, the company’s actual cost for financial counseling, group term life insurance premium for coverage provided by the company in excess of $50,000, company match to the Pitney Bowes 401(k) Plan, and company match to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Mr. Shearer, the company’s actual cost for financial counseling, group term life insurance premium for coverage provided by the company in excess of $50,000, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Ms. Kohnstamm, group term life insurance premium for coverage provided by the company in excess of $50,000, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan earned in 2014; for Mr. Goldstein, group term life insurance premium for coverage provided by the company in excess of $50,000, company match and 2% core contribution to the Pitney Bowes 401(k) Plan, and company match and 2% core contribution to the Pitney Bowes 401(k) Restoration Plan;Plan earned in 2014. As a result of being hired in December 2012, Mr. Lautenbach did not have any other compensation reportable in this column for Ms. Torsone, company’s actual cost for financial counseling, life insurance premium paid by the company, company match to Pitney Bowes 401(k) Plan and $11,536 company contribution to Pitney Bowes 401(k) Restoration Plan. 2012. |
| |
(7) | | | | For Ms. O’Meara, 2010Mr. Monahan, the 2012 amount is amended to include a previously unreported $6,543 relatingreflect company match to the 2% core contribution to Pitney Bowes 401(k) Restoration Plan. Plan during the year earned rather than the year credited. |
| |
(8) | | | | 94% of the increase in total compensation for Mr. Martin from 2010 to 2011Monahan was primarily dueappointed to the increased change in pension value in 2011 comparednewly created position of Chief Operating Officer, effective February 9, 2015. He will continue his role as Chief Financial Officer, and his new title is Executive Vice President, Chief Operating Officer and Chief Financial Officer. The Summary Compensation Table reflects compensation paid to the prior year under the terms of the Pitney Bowes Pension Plans.
|
|
(9)
| | | | The increase in total compensation for Ms. O’Meara from 2010 to 2011 was primarily due to this being her first CIU payout
with Pitney Bowes.
Mr. Monahan as Chief Financial Officer. |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
40
GRANTS OF PLAN-BASED AWARDS IN 20112014
| | | | | | | | | | | | | | | | |
Name | | Grant Date | | Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards | | Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise or
Base Price
of Option
Awards
($/Sh) | | Grant Date
Fair Value of
Stock and
Option Awards
($) |
| | Threshold
($) | | Target
($) | | Maximum
($) |
| | Target
($) |
Murray D. Martin
(Annual Incentive)(1) | | | | | | 60,638 | | | | | 1,617,000 | | | | | 4,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(CIU)(2) | | | | | | 58,781 | | | | | 2,375,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(Stock Options)(3) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 344,203 | | | | | 26.07 | (4) | | | | | 1,187,500 | |
(Performance-based
RSUs) | | | | 2/14/2011 | | | | | | | | | | | 45,550 | (5) | | | | | — | | | | | — | | | | | 1,187,500 | |
(Performance Award)(6) | | | | 2/14/2011 | | | | | | | 2,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
Michael Monahan
(Annual Incentive)(1) | | | | | | 16,848 | | | | | 449,280 | | | | | 4,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(CIU)(2) | | | | | | 16,088 | | | | | 650,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(Stock Options)(3) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 94,203 | | | | | 26.07 | (4) | | | | | 325,000 | |
(Performance-based
RSUs) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | 12,466 | (5) | | | | | — | | | | | — | | | | | 325,000 | |
Leslie Abi-Karam
(Annual Incentive)(1) | | | | | | 16,374 | | | | | 436,640 | | | | | 4,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
CIU(2) | | | | | | 16,088 | | | | | 650,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(Stock Options)(3) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 94,203 | | | | | 26.07 | (4) | | | | | 325,000 | |
(Performance-based
RSUs) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | 12,466 | (5) | | | | | — | | | | | — | | | | | 325,000 | |
Vicki A. O’Meara
(Annual Incentive)(1) | | | | | | 15,450 | | | | | 412,000 | | | | | 4,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
CIU(2) | | | | | | 11,138 | | | | | 450,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(Stock Options)(3) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 65,217 | | | | | 26.07 | (4) | | | | | 225,000 | |
(Performance-based
RSUs) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | 8,631 | (5) | | | | | — | | | | | — | | | | | 225,000 | |
Johnna G. Torsone
(Annual Incentive)(1) | | | | | | 9,358 | | | | | 249,536 | | | | | 4,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
CIU(2) | | | | | | 6,806 | | | | | 275,000 | | | | | 8,000,000 | | | | | — | | | | | — | | | | | — | | | | | — | |
(Stock Options)(3) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 39,855 | | | | | 26.07 | (4) | | | | | 137,500 | |
(Performance-based
RSUs) | | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | 5,274 | (5) | | | | | — | | | | | — | | | | | 137,500 | |
| | | | | | | | | |
| | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under
Equity Incentive Plan Awards | | Grant
Date Fair |
| Name | | Grant
Date | | Threshold
($) | | Target
($) | | Maximum(1)
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Value of
Stock and
Option
Awards(2) |
| Marc B. Lautenbach | | | | | | | | | | | | | | | | | | | | | | | |
| (Annual Incentive)(3) | | | | 212,625 | | | 1,215,000 | | | 4,000,000 | | | | | | | | | | | | | |
| (Performance Stock Units)(4) | | 2/10/2014 | | | | | | | | | | | 3,105 | | | 125,448 | | | 250,896 | | | 3,149,999 | |
| (Performance-based RSUs)(5) | | 2/10/2014 | | | | | | | | | | | | | | 53,849 | | | | | | 1,270,298 | |
| Michael Monahan | | | | | | | | | | | | | | | | | | | | | | | |
| (Annual Incentive)(3) | | | | 85,025 | | | 485,856 | | | 4,000,000 | | | | | | | | | | | | | |
| (Performance Stock Units)(4) | | 2/10/2014 | | | | | | | | | | | 897 | | | 36,241 | | | 72,482 | | | 910,012 | |
| (Performance-based RSUs)(5) | | 2/10/2014 | | | | | | | | | | | | | | 15,556 | | | | | | 366,966 | |
| Mark L. Shearer | | | | | | | | | | | | | | | | | | | | | | | |
| (Annual Incentive)(3) | | | | 80,031 | | | 457,320 | | | 4,000,000 | | | | | | | | | | | | | |
| (Performance Stock Units)(4) | | 2/10/2014 | | | | | | | | | | | 897 | | | 36,241 | | | 72,482 | | | 910,012 | |
| (Performance-based RSUs)(5) | | 2/10/2014 | | | | | | | | | | | | | | 15,556 | | | | | | 366,966 | |
| Abby F. Kohnstamm | | | | | | | | | | | | | | | | | | | | | | | |
| (Annual Incentive)(3) | | | | 78,400 | | | 448,000 | | | 4,000,000 | | | | | | | | | | | | | |
| (Performance Stock Units)(4) | | 2/10/2014 | | | | | | | | | | | 345 | | | 13,939 | | | 27,878 | | | 350,008 | |
| (Performance-based RSUs)(5) | | 2/10/2014 | | | | | | | | | | | | | | 5,983 | | | | | | 141,139 | |
| (Performance-based RSUs)(6) | | 2/10/2014 | | | | | | | | | | | | | | 15,955 | | | | | | 388,026 | |
| Daniel J. Goldstein | | | | | | | | | | | | | | | | | | | | | | | |
| (Annual Incentive)(3) | | | | 51,631 | | | 295,033 | | | 4,000,000 | | | | | | | | | | | | | |
| (Performance Stock Units)(4) | | 2/10/2014 | | | | | | | | | | | 448 | | | 18,120 | | | 36,240 | | | 454,993 | |
| (Performance-based RSUs)(5) | | 2/10/2014 | | | | | | | | | | | | | | 7,778 | | | | | | 183,483 | |
The Grants of Plan-Based awards table captures the potential threshold, target and maximum award payouts for annual incentive, performance stock units, and performance-based RSUs.
| (1) | The values shown in this column represent the maximum annual incentive payout for IRC 162(m) purposes. The maximum annual incentive payout level allows the Committee to use negative discretion in making actual annual incentive payouts reflecting actual company performance. Actual payouts have been well below IRC 162(m) maximums and more in line with threshold and target values for annual incentive awards set by the Committee at the beginning of each year. |
| | |
(1)(2) | The amounts in this column represent the grant date fair values of RSU and PSU awards. The fair values are calculated in accordance with SEC guidance and reflect an adjustment for the exclusion of dividend equivalents during the vesting period. RSUs that vest pro-rata over three years have a fair value of $23.59; RSUs that cliff vest after one year have a fair value of $24.32. PSUs have a grant date fair value of $25.11, and are calculated based on the Monte-Carlo simulation methodology. |
| |
| (3) | Values in this row represent estimated futurethe range in payouts for the 20112014 annual incentive award. TheIRC 162(m) requires that we state the maximum annual incentivepayouts a NEO could receive for annual incentive awards under the KEIP, which is $4,000,000 and the$4,000,000. The Committee applies negative discretion to reduce the annual awards such that individual payments are in line with financial and strategic enterprise, business unit and/or individual performance. | |
| | | |
(2)(4) | Values in this rowPSUs were granted based on the Monte-Carlo simulation methodology value of $25.11. PSUs represent estimated future payouts fora right to Pitney Bowes stock on the 2011 – 2013 CIU cycle.vesting date, with the number of shares determined after a specified performance period. This award is subject to achievement of the pre-determined annual performance metrics, a three-year cumulative total shareholder return modifier, and a three-year cumulative average income from continuing operations objective. The maximum long-term incentive a NEO could receive under the KEIP is $8,000,000 and the Committee appliesmay apply negative discretion to reduce long-term awards such that payments are in line with financial enterprise performance. The target value of each CIU is $1.00. | See page 47 in “Compensation Discussion and Analysis” for additional information on this performance award. |
| | | |
(3) | The Black-Scholes value for each option granted on February 14, 2011 grant date was $3.45, based on assumptions detailed in note 12 to the Company’s financial statements included in our Annual Report and Form 10-K for the year ended December 31, 2011 as filed with the SEC on February 23, 2012. | |
| | |
(4) | The exercise price for each option equals the closing price for a share of the company’s common stock on the date of grant. The actual closing price on the February 14, 2011 grant date was $26.07. | |
| | |
| (5) | Performance-based RSUs were granted based on the actual closing price on the February 14, 201110, 2014 grant date of $26.07. A$25.07. The performance metric tied to income from continuing operations was met as of December 31, 2011,2014, however, the awards remain subject to forfeiture over the remaining vesting period. There are no threshold or maximum amounts associated with this award. | This award will vest on a pro-rata basis over a three-year period ending February 7, 2017. |
| | | |
| (6) | Values in this row represent a performance awardPerformance-based RSUs granted underto Ms. Kohnstamm were based on the KEIP. This award is payable in fullactual closing price on December 31, 2013 subject to the achievementFebruary 10, 2014 grant date of a predetermined$25.07. The performance metric tied to a 2011 income from continuing operations objective and other performance metrics. There are no threshold or maximum amounts associated with this award. See page 32was met as of December 31, 2014, however, the award remains subject to forfeiture over the remaining vesting period. This award has a one-year cliff vesting feature which vests in the CD&A for additional information about this performance award. | full on February 3, 2015. |
41
Stock Awards
|
•
| • | | | The “Stock Awards” column in the “Summary Compensation Table” represents the value of performance-based RSUs, PSUs and restricted stockMSUs awarded during 2011, 20102014, 2013, and 20092012 based upon its grant datethe fair value as determined in accordance with the share-based payment accounting guidance; the “Estimated Future Payouts Under Equity Incentive Plan Awards” columnfor RSU awards and Monte Carlo simulation value for PSU and MSU awards. The full value of RSUs, MSUs and PSUs are disclosed in the “Grantsyear of Plan-Based Awards in 2011” table represents the award, based on targeted number of shares subject to performance-based RSUs granted to each NEO during 2011. shares. |
|
•
| | |
| • | In 2014, CIUs, reported when paid, were replaced by PSUs, reported when awarded under SEC guidance. This creates a “bunching” effect which makes it appear as though the LTI award value increased significantly in 2014, when in fact, it is only the disparate manner in which equity and cash is reported under SEC rules. |
| | |
| • | It is our policy that the number of stock awards to be granted is determined based on the market price of the stock on the date of grant. The 2007 Stock Plan of 2013, approved by stockholders on May 14, 2007,13, 2013, defines market price as the closing price for Pitney Bowes stock on the New York Stock Exchange on the date of grant. |
Option Awards
|
•
| | | | |
| • | The “Estimated Future Payouts Under Equity Incentive Plan Awards” column in the “Grants of Plan-Based Awards in 2014” table shows the estimated number of PSUs that can vest based on varying levels of |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
performance during the three-year performance period and the estimated number of performance based RSUs that may vest based on performance. For performance based RSUs granted to all NEOs, a performance metric tied to adjusted income from continuing operations was met as of December 31, 2014. The awards remain subject to forfeiture over the remaining vesting period. The vesting of the PSUs is subject to achievement of the predetermined annual performance metrics, a three-year cumulative total shareholder return modifier, and a three-year cumulative average income from continuing operations objective. The Committee may apply negative discretion to reduce long-term awards such that payments are in line with financial enterprise performance. See page 59 (“Grants of Plan-Based Awards in 2014”).
Option Awards
| • | The “Option Awards” column in the “Summary Compensation Table” represents the value of options awarded during 2011, 20102014, 2013, and 20092012 based upon their grant date fair value, as determined in accordance with the share-based payment accounting guidance; the “All Other Option Awards” column in the “Grants of Plan-Based Awards in 2011” table represents the number of stock options awarded to each of our NEOs during 2011.guidance. |
|
•
| | |
| | • | It is our policy that stock options are granted only at an exercise price equal to or greater than the market price of the stock on the date of grant with a ten-year exercise period. The 2007 Stock Plan of 2013, approved by stockholders on May 14, 2007,13, 2013, defines market price as the closing price for Pitney Bowes stock on the New York Stock Exchange on the date of grant. |
|
•
| | | | The aggregate number of shares subject to In connection with Mr. Lautenbach’s employment, premium-priced stock options grantedwere awarded in December 2012 and February 2013. A special one-time premium-priced stock option award was made to each NEO during 2011 is shown in the “Grants of Plan-Based Awards in 2011” table.
Mr. Monahan on July 1, 2013 as a retention vehicle. |
Non-Equity Incentive Plan Compensation
|
•
| • | | | The values shown in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” include the annual incentive payments earned for 2011, 20102014, 2013, and 2009,2012, as well as the CIUs that were earned over the three-year periods ending December 31, 2011,2014, December 31, 20102013 and December 31, 2009. The 2011 and 2009 amounts include the full values of the 2008 performance award which vested in February 2011 and August 2009, respectively. 2012. |
|
•
| | |
| | • | The “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columnscolumn in the “Grants of Plan-Based Awards in 2011”2014” table show the range of estimated possible future payouts for the 20112014 annual incentive payment at varying levels of performance. They also show the range of estimated possible future payouts of the CIUs granted for the 2011-2013 cycle at varying levels of performance. For Mr. Martin, the column also shows the target for a performance cash award. |
Change in Pension Value and Non-qualifiedNonqualified Deferred Compensation Earnings
|
•
| • | | | The “Change in Pension Value and Non-qualifiedNonqualified Deferred Compensation Earnings” column in the “Summary Compensation Table” reflects the change in pension value for each of the years shown. |
|
•
| | |
| | • | The change in pension value reflects the aggregate change for both the Pension Plan and the Pitney Bowes Pension Restoration Plan. |
|
•
| | |
| | Since the deferred compensation plans are tied to the returns of the investments in the 401(k) Plan, there•
| There were no above-market deferred compensation earnings.earnings credited to the Pension Restoration Plan. |
| | |
| • | The Pitney Bowes Pension Restoration Plan provides benefits that would otherwise be provided under the qualified Pension Plan but for IRS limitations applicable to the qualified Pension Plan. |
All Other Compensation
The “All Other Compensation” column in the “Summary Compensation Table” consists of other amounts earned or paid to each NEO, including the qualified 401(k) Plan and the non-qualified 401(k) Restoration Plan. There were no above-market deferred compensation earnings credited to the 401(k) Restoration Plan. Many of the benefits described in this column are available to employees other than the NEOs. |
•
| | | | The “All Other Compensation” column in the “Summary Compensation Table” consists of other amounts earned or paid to each NEO. Many of the benefits described in this column are available to employees other than the NEOs. |
Equity Awards
The next table is provided to present an overview of Pitney Bowes equity awards held as of December 31, 20112014 by each NEO. It discloses compensation in the form of equity that has previously been awarded, remains outstanding, and is unexercised or unvested.
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
42
OUTSTANDING EQUITY AWARDS AT 20112014 FISCAL YEAR-END
The following table provides information on the current holdings of stock option and stock awards by the NEOs. This table includes unexercised or unvested option awards, unvested RSUs, PSUs and unvested RSUs.MSUs. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown following this table(1). For additional information about the stock option and stock awards, see the description of equity incentive compensation in the CD&A“Compensation Discussion and Analysis” beginning on pages 31 topage 32.
| | | | | | | | | | | | | | | | |
Name | | Option Awards | | Stock Awards |
| | Grant
Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price ($) | | Option
Expiration
Date | | Unrealized
Appreciation ($)(2) | | Number of
Shares or Units
of Stock That
Have Not
Vested (#) | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(3) |
Murray D. Martin | | | | 2/10/2003 | | | | | 75,000 | | | | | 0 | | | | | 32.1000 | | | | | 2/9/2013 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2004 | | | | | 75,000 | | | | | 0 | | | | | 40.0800 | | | | | 2/8/2014 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2005 | | | | | 100,000 | | | | | 0 | | | | | 46.9300 | | | | | 2/13/2015 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/13/2006 | | | | | 119,215 | | | | | 0 | | | | | 42.6200 | | | | | 2/12/2016 | | | | | 0 | | | | | — | | | | | — | |
| | | | 3/16/2007 | | | | | 324,149 | | | | | 0 | | | | | 45.4000 | | | | | 3/15/2017 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 450,000 | | | | | 147,298 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 0 | | | | | 2,702 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | 260,417 | | | | | 130,208 | | | | | 24.7500 | | | | | 2/8/2019 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 23,990 | | | | | 444,775 | |
| | | | 2/8/2010 | | | | | 140,366 | | | | | 276,207 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | 0 | | | | | 4,526 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 40,318 | | | | | 747,496 | |
| | | | 2/14/2011 | | | | | 0 | | | | | 340,368 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | 0 | | | | | 3,835 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 45,550 | | | | | 844,497 | |
Michael Monahan | | | | 2/11/2002 | | | | | 6,000 | | | | | 0 | | | | | 40.6800 | | | | | 2/10/2012 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/10/2003 | | | | | 15,000 | | | | | 0 | | | | | 32.1000 | | | | | 2/9/2013 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2004 | | | | | 23,000 | | | | | 0 | | | | | 40.0800 | | | | | 2/8/2014 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2005 | | | | | 26,000 | | | | | 0 | | | | | 46.9300 | | | | | 2/13/2015 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/13/2006 | | | | | 28,050 | | | | | 0 | | | | | 42.6200 | | | | | 2/12/2016 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/12/2007 | | | | | 26,695 | | | | | 0 | | | | | 48.0300 | | | | | 2/11/2017 | | | | | 0 | | | �� | | — | | | | | — | |
| | | | 2/12/2007 | | | | | 2,082 | | | | | 0 | | | | | 48.0300 | | | | | 2/11/2017 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 115,384 | | | | | 35,760 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 0 | | | | | 2,702 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | 60,307 | | | | | 30,154 | | | | | 24.7500 | | | | | 2/8/2019 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,556 | | | | | 103,008 | |
| | | | 2/8/2010 | | | | | 35,461 | | | | | 66,396 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | 0 | | | | | 4,526 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,186 | | | | | 188,848 | |
| | | | 2/14/2011 | | | | | 0 | | | | | 90,368 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | 0 | | | | | 3,835 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,466 | | | | | 231,120 | |
Leslie Abi-Karam | | | | 2/11/2002 | | | | | 5,000 | | | | | 0 | | | | | 40.6800 | | | | | 2/10/2012 | | | | | 0 | | | | | — | | | | | — | |
| | | | 12/9/2002 | | | | | 1,667 | | | | | 0 | | | | | 33.7900 | | | | | 12/8/2012 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/10/2003 | | | | | 4,418 | | | | | 0 | | | | | 32.1000 | | | | | 2/9/2013 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2004 | | | | | 18,000 | | | | | 0 | | | | | 40.0800 | | | | | 2/8/2014 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2005 | | | | | 25,000 | | | | | 0 | | | | | 46.9300 | | | | | 2/13/2015 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/13/2006 | | | | | 28,050 | | | | | 0 | | | | | 42.6200 | | | | | 2/12/2016 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/12/2007 | | | | | 26,695 | | | | | 0 | | | | | 48.0300 | | | | | 2/11/2017 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/12/2007 | | | | | 2,082 | | | | | 0 | | | | | 48.0300 | | | | | 2/11/2017 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 115,384 | | | | | 35,760 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 0 | | | | | 2,702 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | 60,307 | | | | | 30,154 | | | | | 24.7500 | | | | | 2/8/2019 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,556 | | | | | 103,008 | |
| | | | 2/8/2010 | | | | | 35,461 | | | | | 66,396 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | 0 | | | | | 4,526 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 10,186 | | | | | 188,848 | |
| | | | 2/14/2011 | | | | | 0 | | | | | 90,368 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | 0 | | | | | 3,835 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 12,466 | | | | | 231,120 | |
43
| | | | | Option Awards | | Stock Awards |
| | | | | | | | | | | | | | | | | | | | | Equity |
| | | | | | | | | | | | | | | | | | | Equity | | Incentive |
| | | | | | | | | | | | | | | | | | | Incentive | | Plan Awards: |
| | | | | | | | | | | | | | | | | | | Plan Awards: | | Market or |
| | | | | | | | | | | | | | | Number | | Market Value | | Number | | Payout Value |
| Name | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Unrealized
Appreciation
($)(2) | | of Shares
or Units
of Stock
That Have
Not Vested
(#) | | of Shares
or Units
of Stock
That Have
Not Vested
($)(3) | | of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
(#) | | of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)(3) |
| Marc B. Lautenbach | | 12/3/2012 | | 50,000 | | | 50,000 | | | 13.3860 | | | 12/3/2022 | | 1,098,400 | | | — | | | — | | | — | | | — | |
| | | 12/3/2012 | | 100,000 | | | 100,000 | | | 15.1320 | | | 12/3/2022 | | 1,847,600 | | | — | | | — | | | — | | | — | |
| | | 12/3/2012 | | 150,000 | | | 150,000 | | | 16.8780 | | | 12/3/2022 | | 2,247,600 | | | — | | | — | | | — | | | — | |
| | | 2/11/2013 | | 200,000 | | | 200,000 | | | 22.1600 | | | 12/2/2022 | | 884,000 | | | — | | | — | | | — | | | — | |
| | | 2/11/2013 | | — | | | — | | | — | | | — | | — | | | 86,642 | | | 2,111,466 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 53,849 | | | 1,312,300 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 237,097 | | | 5,778,047 | |
| Michael Monahan | | 2/14/2005 | | 26,000 | | | 0 | | | 46.9300 | | | 2/13/2015 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/13/2006 | | 28,050 | | | 0 | | | 42.6200 | | | 2/12/2016 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/12/2007 | | 28,777 | | | 0 | | | 48.0300 | | | 2/11/2017 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/11/2008 | | 153,846 | | | 0 | | | 36.9600 | | | 2/10/2018 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/9/2009 | | 90,461 | | | 0 | | | 24.7500 | | | 2/8/2019 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/8/2010 | | 106,383 | | | 0 | | | 22.0900 | | | 2/7/2020 | | 242,553 | | | — | | | — | | | — | | | — | |
| | | 2/14/2011 | | 94,203 | | | 0 | | | 26.0700 | | | 2/13/2021 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/14/2011 | | — | | | — | | | — | | | — | | — | | | 3,116 | | | 75,937 | | | — | | | — | |
| | | 2/13/2012 | | — | | | — | | | — | | | — | | — | | | 8,793 | | | 214,285 | | | — | | | — | |
| | | 2/13/2012 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 18,146 | | | 442,218 | |
| | | 2/11/2013 | | — | | | — | | | — | | | — | | — | | | 28,159 | | | 686,235 | | | — | | | — | |
| | | 7/1/2013 | | — | | | 40,000 | | | 17.2000 | | | 6/30/2023 | | 286,800 | | | — | | | — | | | — | | | — | |
| | | 7/1/2013 | | — | | | 80,000 | | | 19.4500 | | | 6/30/2023 | | 393,600 | | | — | | | — | | | — | | | — | |
| | | 7/1/2013 | | — | | | 120,000 | | | 21.6900 | | | 6/30/2023 | | 321,600 | | | — | | | — | | | — | | | — | |
| | | 7/1/2013 | | — | | | 160,000 | | | 23.9400 | | | 6/30/2023 | | 68,800 | | | — | | | — | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 15,556 | | | 379,100 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 68,495 | | | 1,669,235 | |
| Mark L. Shearer | | 5/1/2013 | | — | | | — | | | — | | | — | | — | | | 27,311 | | | 665,569 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 15,556 | | | 379,100 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 68,495 | | | 1,669,235 | |
| Abby F. Kohnstamm | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 5,983 | | | 145,806 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 15,955 | | | 388,823 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 26,345 | | | 642,021 | |
| Daniel J. Goldstein | | 2/14/2011 | | 39,855 | | | — | | | 26.0700 | | | 2/13/2021 | | 0 | | | — | | | — | | | — | | | — | |
| | | 2/14/2011 | | — | | | — | | | — | | | — | | — | | | 1,318 | | | 32,120 | | | — | | | — | |
| | | 2/13/2012 | | — | | | — | | | — | | | — | | — | | | 4,396 | | | 107,131 | | | — | | | — | |
| | | 2/13/2012 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 9,073 | | | 221,109 | |
| | | 2/11/2013 | | — | | | — | | | — | | | — | | — | | | 14,080 | | | 343,130 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | 7,778 | | | 189,550 | | | — | | | — | |
| | | 2/10/2014 | | — | | | — | | | — | | | — | | — | | | — | | | — | | | 34,247 | | | 834,595 | |
| (Table continued on next page) | | | | | | | | | | | | | | | | | | | | | |
OUTSTANDING EQUITY AWARDS AT 2011 FISCAL YEAR-END (continued)
| | | | | | | | | | | | | | | | |
Name | | Option Awards | | Stock Awards |
| | Grant
Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price ($) | | Option
Expiration
Date | | Unrealized
Appreciation ($)(2) | | Number of
Shares or Units
of Stock That
Have Not
Vested (#) | | Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(3) |
Vicki A. O’Meara | | | | 8/27/2008 | | | | | 28,656 | | | | | 9,552 | | | | | 33.9100 | | | | | 8/27/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 8/27/2008 | | | | | 8,844 | | | | | 2,948 | | | | | 33.9100 | | | | | 8/27/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | 35,634 | | | | | 17,817 | | | | | 24.7500 | | | | | 2/8/2019 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 3,283 | | | | | 60,867 | |
| | | | 11/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,614 | | | | | 104,084 | |
| | | | 2/8/2010 | | | | | 19,208 | | | | | 33,890 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | 0 | | | | | 4,526 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,517 | | | | | 102,285 | |
| | | | 11/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,248 | | | | | 78,758 | |
| | | | 2/14/2011 | | | | | 0 | | | | | 61,382 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | 0 | | | | | 3,835 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 8,631 | | | | | 160,019 | |
Johnna G. Torsone | | | | 2/11/2002 | | | | | 6,000 | | | | | 0 | | | | | 40.6800 | | | | | 2/10/2012 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/10/2003 | | | | | 32,500 | | | | | 0 | | | | | 32.1000 | | | | | 2/9/2013 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2004 | | | | | 30,000 | | | | | 0 | | | | | 40.0800 | | | | | 2/8/2014 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2005 | | | | | 30,000 | | | | | 0 | | | | | 46.9300 | | | | | 2/13/2015 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/13/2006 | | | | | 29,453 | | | | | 0 | | | | | 42.6200 | | | | | 2/12/2016 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/12/2007 | | | | | 28,777 | | | | | 0 | | | | | 48.0300 | | | | | 2/11/2017 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 63,461 | | | | | 18,452 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/11/2008 | | | | | 0 | | | | | 2,702 | | | | | 36.9600 | | | | | 2/10/2018 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | 30,153 | | | | | 15,077 | | | | | 24.7500 | | | | | 2/8/2019 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/9/2009 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,778 | | | | | 51,504 | |
| | | | 2/8/2010 | | | | | 16,253 | | | | | 27,980 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | 0 | | | | | 4,526 | | | | | 22.0900 | | | | | 2/7/2020 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/8/2010 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,669 | | | | | 86,563 | |
| | | | 2/14/2011 | | | | | 0 | | | | | 36,020 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | 0 | | | | | 3,835 | | | | | 26.0700 | | | | | 2/13/2021 | | | | | 0 | | | | | — | | | | | — | |
| | | | 2/14/2011 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 5,274 | | | | | 97,780 | |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
(1)
| | Grant Date | | Option and Stock Awards Vesting Schedule
|
| | | | | | |
Grant Date
Award Type | | Award Type
Name of Executive | | Name of Executive
Vesting Schedule |
| 2/14/2011 | | Vesting Schedule
|
2/11/2008
RSU | | NQSO
Monahan, Goldstein | | Martin, Monahan, Abi-Karam, Torsone
Four year vesting; 25% remains unvested; 25% vested on February 3, 2015 |
| 2/13/2012 | | RemainingRSU
| | Monahan, Goldstein | | Four year vesting; 50% remains unvested; 25% vested on February 3, 2015 and 25% vests on February 11, 20122, 2016 |
2/11/2008 13/2012 | | ISO
MSU | | Martin, Monahan, Abi-Karam, Torsone
Goldstein | | 100% vestsvested on February 11, 2012 3, 2015 |
8/27/2008
12/3/2012 | | NQSO | | O’Meara
Lautenbach | | Remaining 25% vests on August 27, 2012
|
8/27/2008
| | ISO
| | O’Meara
| | Remaining 25% vests on August 27, 2012
|
2/9/2009
| | NQSO
| | Martin, Monahan, Abi-Karam, O’Meara, Torsone
| | Remaining 33% vests on February 9, 2012
|
2/9/2009
| | RSU
| | Martin, Monahan, Abi-Karam, O’Meara, Torsone
| | Four year vesting; 50% remains unvested; 25% vests on
February 7, 2012 December 3, 2015 and February 5, 2013 25% vests on December 3, 2016 |
2/11/9/2009 2013 | | RSU
NQSO | | O’Meara
Lautenbach | | 100%Four year vesting; 50% remains unvested; 25% vests on February 5, 2013
December 3, 2015 and 25% vests on December 3, 2016 |
2/8/2010 11/2013 | | NQSO
RSU | | Martin,Lautenbach, Monahan, Abi-Karam, O’Meara, Torsone
Goldstein | | Three year vesting; 66% remains unvested; 33% vests on
February 8, 2012 and February 8, 2013
|
2/8/2010
| | ISO
| | Martin, Monahan, Abi-Karam, O’Meara, Torsone
| | 100% vests on February 8, 2013
|
2/8/2010
| | RSU
| | Martin, Monahan, Abi-Karam, O’Meara, Torsone
| | Four year vesting; 75% remains unvested; 25% vestsvested on
February 7, 2012, February 5, 2013 and February 4, 2014 |
11/8/2010
| | RSU
| | O’Meara
| | 100%3, 2015, 25% vests on February 4, 2014
2, 2016 and 25% vests on February 7, 2017 |
2/14/2011
5/1/2013 | | NQSO
RSU | | Martin, Monahan, Abi-Karam, O’Meara, Torsone
Shearer | | Four year vesting; 75% remains unvested; 25% vested on February 3, 2015, 25% vests on February 2, 2016 and 25% vests on February 7, 2017 |
| 7/1/2013 | | NQSO | | Monahan | | Three year vesting; 100% remains unvested; 33% vested on February 3, 2015, 33% vests on
February 14, 2012,2, 2016 and 33% vests on February 14, 2013 and February 14, 20147, 2017 |
2/14/2011 10/2014 | | ISO
PSU | | Martin,Lautenbach, Monahan, Abi-Karam, O’Meara, Torsone
Shearer,
Kohnstamm, Goldstein | | Three year cliff vesting; 100% vests on February 14, 2014 7, 2017 |
2/14/2011 10/2014 | | RSU | | Martin,Lautenbach, Monahan, Abi-Karam, O’Meara, Torsone
Shearer,
Kohnstamm, Goldstein | | FourThree year vesting; 100% remains unvested; 25% vests33% vested on
February 7, 2012, February 5, 2013, February 4, 2014 and
February 3, 2015,
33% vests on February 2, 2016 and 33% vests on February 7, 2017 |
| 2/10/2014 | | RSU | | Kohnstamm | | One year vesting; 100% vested on February 3, 2015 |
| |
(2)
(1) | Option and Stock Awards Vesting Schedule |
| |
(2) | This column represents the difference between the exercise price on the date of grant and the closing price of the company stock on
December 31, 20112014 for outstanding exercisable and unexercisable options which have not yet been realized. |
| |
(3) | | | | These amounts were calculated based on the closing price of the company’s common stock of $18.54$24.37 per share on December 31, 2011. 2014. MSU values are calculated using the target number of shares granted. The total number of MSUs that can vest is capped at 200% of the target number of MSUs granted. A minimum number of MSUs, 50% of the target award, will vest at the end of the three-year performance period. PSU values shown are calculated as follows: (i) the target number of shares awarded, multiplied by (ii) the maximum estimated performance factor for the 2014-2016 cycle, 1.89, based on 2014 results, further multiplied by (iii) a 0% TSR adjustment based on 2014 target relative performance versus the company’s peer group, and (iv) further multiplied by $24.37. The total number of PSUs that can vest is capped at 200% of the number of PSUs granted. |
44EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
OPTION EXERCISES AND STOCK VESTED DURING 20112014 FISCAL YEAR(1)
| | | | | | | | |
Name | | Option Awards | | Stock Awards |
| | Number of Shares
Acquired on
Exercise (#) | | Value Realized On
Exercise ($) | | Number of Shares
Acquired on
Vesting (#)(1) | | Value Realized on
Vesting ($)(2) |
Murray D. Martin | | | | 0 | | | | | 0 | | | | | 25,434 | | | | | 619,318 | |
Michael Monahan | | | | 0 | | | | | 0 | | | | | 6,173 | | | | | 150,313 | |
Leslie Abi-Karam | | | | 0 | | | | | 0 | | | | | 6,173 | | | | | 150,313 | |
Vicki A. O’Meara | | | | 0 | | | | | 0 | | | | | 8,481 | | | | | 179,712 | |
Johnna G. Torsone | | | | 0 | | | | | 0 | | | | | 2,945 | | | | | 71,711 | |
| | | Option Awards | | Stock Awards |
| | | Number of | | | | Number of | | |
| | | Shares Acquired | | Value Realized | | Shares Acquired | | Value Realized |
| Name | | on Exercise (#) | | on Exercise ($) | | on Vesting (#)(1) | | on Vesting ($) |
| Marc B. Lautenbach | | 0 | | | 0 | | | 28,881 | | | 714,516 | (2) |
| Michael Monahan | | 0 | | | 0 | | | 20,295 | | | 502,098 | (2) |
| Mark L. Shearer | | 0 | | | 0 | | | 9,104 | | | 225,233 | (2) |
| Abby F. Kohnstamm | | 0 | | | 0 | | | 26,738 | | | 736,365 | (3) |
| Daniel J. Goldstein | | 0 | | | 0 | | | 12,849 | | | 317,884 | (2) |
| |
(1) | | | | Performance-based RSUs granted on February 9, 2009 and February 8, 2010, vestedOctober 18, 2010, February 14, 2011, February 13, 2012, February 11, 2013 and May 1, 2013 had a pro-rata vesting on February 1, 2011;4, 2014; Performance-based RSUs granted on August 27, 2008July 1, 2013 vested on August 26, 2011. July 1, 2014. |
| |
(2) | | | | These values were determined based on the average of the high and low trading price on the February 1, 20114, 2014 vesting date of $24.35, and for Ms. O’Meara,$24.74. |
| |
| (3) | This value was determined based on the average of the high and low trading price on the August 26, 2011July 1, 2014 vesting date of $18.99.$27.54. |
Pension Benefits
The following table provides information regarding pension payments to the NEOs. It includes data regarding the Pitney Bowes Pension Plan and the Pension Restoration Plan. The Pitney Bowes Pension Plan is a qualified defined benefit pension plan for U.S. employees. U.S. NEOs hired prior to January 1, 2005 are eligible to participate in the Pitney Bowes Pension Plan which is a broad-based tax-qualified plan under which employees generally are eligible to retire with unreduced benefits at age 65. U.S. NEOs who participate in the Pitney Bowes Pension Plan are also eligible to participate in the Pension Restoration Plan, a non-qualifiednonqualified deferred compensation plan, which provides eligible employees with compensation greater than the $245,000 limit for 2011 and those employees who defer portions of their compensation with benefits based on the same formula used under the qualified plan. plan to eligible employees with compensation greater than the $260,000 IRC compensation limit for 2014 and to those employees who defer portions of their compensation under the Deferred Incentive Savings Plan.
The Pension Restoration Plan is offered to approximately 230175 of our current active employees to provide for retirement benefits above amounts availableemployees. Benefits under the tax-qualified Pension Plan. Pitney Bowes does not as a hiring practice grant extra years of credited service under its pension plans. Payments under the non- qualified Pension Restoration Plan are paid from our general assets. These payments are substantially equal to the difference between the amount that would have been payable under our qualified Pension Plan, in the absence ofabsent IRS limits on compensation and benefits, as applied to qualified plans, and the amount actually paid under our qualified Pension Plan. The Pitney BowesPayments under the nonqualified Pension Restoration Plan which is a non-qualified deferred compensation plan,are made out of the company’s general assets. The Pension Restoration Plan does not include special provisions, such asprovide above-market interest rates.rates on deferred compensation.
All of the eligible NEOs are fully vested in their pension benefit.
On
As previously approved by the board of directors, the qualified Pension Plan and nonqualified Pension Restoration Plan were frozen for all participants, effective December 31, 2014 the U.S. qualified and non-qualified pension benefits2014. There will be frozen with no further accruals under those plans after that date.the qualified Pension Plan or the nonqualified Pension Restoration Plan, except as required by law. (See discussion under “Other Indirect Compensation” on page 48 of this proxy statement.)
The amounts reported in the table below equal the present value of the accumulated benefit on December 31, 2011,2014, for the NEOs under the various 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 that would commence whencommencing upon the executive reachesattaining age 65, and in an amount consistent with the assumptions as described in note 1913 to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2011,2014, as filed with the SEC on February 23, 2012.20, 2015.
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
45
PENSION BENEFITS AS OF DECEMBER 31, 20112014(1)
| | | | | | |
Name | | Plan Name | | Number of Years
Credited Service
(#) | | Present Value of
Accumulated
Benefit ($)(2) |
Murray D. Martin(3) | | Pitney Bowes Pension Plan | | | | 24.4 | | | | | 644,196 | |
Murray D. Martin | | Pitney Bowes Pension Restoration Plan | | | | 24.4 | | | | | 6,199,881 | |
Michael Monahan | | Pitney Bowes Pension Plan | | | | 23.6 | | | | | 283,709 | |
Michael Monahan | | Pitney Bowes Pension Restoration Plan | | | | 23.6 | | | | | 993,937 | |
Leslie Abi-Karam | | Pitney Bowes Pension Plan | | | | 27.9 | | | | | 391,582 | |
Leslie Abi-Karam | | Pitney Bowes Pension Restoration Plan | | | | 27.9 | | | | | 1,284,117 | |
Johnna G. Torsone(4) | | Pitney Bowes Pension Plan | | | | 21.3 | | | | | 390,317 | |
Johnna G. Torsone | | Pitney Bowes Pension Restoration Plan | | | | 21.3 | | | | | 901,862 | |
| | | | | Number of Years | | Present Value of |
| Name | | Plan Name | | Credited Service (#) | | Accumulated Benefit ($)(2) |
| Michael Monahan | | Pitney Bowes Pension Plan | | 26.6 | | | 368,113 | |
| Michael Monahan | | Pitney Bowes Pension Restoration Plan | | 26.6 | | | 1,432,248 | |
| Daniel J. Goldstein | | Pitney Bowes Pension Plan | | 8.9 | | | 112,687 | |
| Daniel J. Goldstein | | Pitney Bowes Pension Restoration Plan | | 8.9 | | | 78,846 | |
| |
(1) | | | | Mr. Lautenbach, Mr. Shearer and Ms. O’Meara isKohnstamm are omitted from this table since she isthey are not a pension plan participant. However, she isparticipants. Mr. Goldstein has a prior accumulated benefit under the plans. Active employees who do not participate in the pension plan are eligible for a 2% core contribution.contribution in the 401(k) Plan. See “Deferred Compensation” section below. |
| |
(2) | | | | Material assumptions used to calculate the present value of accumulated benefits under the Pitney Bowes Pension Plan for each named officerMessrs. Monahan and Goldstein are detailed in note 1913 to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2011. In addition,2014. These lump sum values are expressed as the mortality table used for the U.S. participants was UP94G. |
|
(3)
| | | | Mr. Martin is currently eligible for early retirement. If Mr. Martin were to have retired on December 31, 2011, the present valuegreater of the combined pension benefit payable would have been $7,354,702.
|
|
(4)
| | | | Ms. Torsone is currently eligible for early retirement. If Ms. Torsone were to have retired on December 31, 2011,Pension Equity Account and the present valuePresent Value of the combined pensionAge 65 Accrued benefit payable would have been $1,342,842.
using the 417(e)(3) mortality table. |
The material terms of the Pitney Bowes Pension Plan and Pension Restoration Plan are summarized below:as follows:
|
•
| • | | | Only U.S. employees hired prior to January 1, 2005 are eligible to participate. |
|
•
| | |
| | • | Normal retirement age is 65 with at least fivethree years of service, while early retirement is allowed at age 55 with at least ten years of service. |
|
•
| | |
| | • | The vesting period is three years. |
|
•
| | |
| | • | For purposes of determining pension benefits, “earnings” are defined as the average of the five highest consecutive calendar year pay amounts. 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, MSUs, hiring bonuses, company contributions to benefits, and expense reimbursements. |
|
•
| | |
| | • | The formula to determine benefits is based on age, years of service, and final average of the highest consecutive five-year earnings. Employees receive annual percentages of earnings based on their age plus service. The annual percentages range from 2% to 10% of final average earnings up to the Social Security Wage Base, plus 2% to 6% of such earnings in excess of the Social Security Wage Base. In addition, Pitney Bowes Pension Plan participants whose age plus service totaled more than 50 as of September 1, 1997 receive “transition credits” to make up for some of the differences between old and new retirement plan formulas. Three of our NEOs, Mr. Martin, Ms. Abi-Karam and Ms. Torsone, areMonahan is among those Pitney Bowes Pension Plan participants who are eligible to receiveearned “transition credits.” |
|
•
| | |
| | • | 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. |
|
•
| | |
| | • | Upon retirement, benefits are payable in a lump-sum or various annuity forms, including life annuity and 50% joint and survivor annuity. |
|
•
| | |
| | • | The distribution options under the Pitney Bowes Pension Restoration Plan are designed to comply with the requirements of SectionIRC 409A of the Code. |
|
•
| | |
| | • | The company has not provided extra years of credited servicesservice to any of the NEOs. |
| | |
| • | The Pitney Bowes Pension Plan and Pension Restoration Plan were frozen for all participants effective December 31, 2014. |
Deferred Compensation
Information included in the table below includes contributions, earnings, withdrawals, and balances with respect to the Pitney Bowes 401(k) Restoration Plan (a non-qualifiednonqualified deferred compensation plan)plan restoring benefits that would have otherwise been made in the qualified 401(k) Plan but for IRC limitations) and the Pitney Bowes Deferred Incentive Savings Plan (a non-qualifiednonqualified deferred compensation plan where certain employees may defer their incentives and base salary). Eligibility for both of these plans is limited to U.S. employees. The Pitney Bowes 401(k) Restoration Plan and Deferred Incentive Savings Plan, which we refer to as the DISP, are unfunded plans established for a select group of management or highly compensated employees under ERISA. All payments pursuant to the plans are made from the general assets of the company and no special or separate fund is
46
established, or segregation of assets made,are subject to assure payment.the company’s creditors. Participants do not own any interest in the assets of the company as a result of participating in the plans. There isThe company reserves the right to fund a grantor trust to assist in accumulating funds to pay the company’s obligations under the plans. Any assets of the grantor trusts are subject to the claims of the company’s creditors.
Beginning with RSU and PSU awards made in February 2015, executives who are required to own certain levels of company stock under the executive stock ownership policy may elect to defer the settlement of RSUs and PSUs upon vesting until the executives terminate employment or retire. Executives who choose to defer in this manner receive dividend equivalents once the award vests, which are also deferred as RSUs. Deferred RSUs and PSUs are unfunded deferred compensation subject to the company’s general creditors.
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
NONQUALIFIED DEFERRED COMPENSATION FOR 20112014(1)
| | | | | | | | | | |
Name | | Executive
Contributions in
Last FY ($)(1) | | Registrant
Contributions in
Last FY ($)(2) | | Aggregate
Earnings/(Loss)
in Last FY ($)(3) | | Aggregate
Withdrawals/
Distributions ($) | | Aggregate
Balance at Last
FYE ($)(4) |
Murray D. Martin
401(K) Restoration Plan | | | | — | | | | | 25,333 | | | | | 15,579 | | | | | 0 | | | | | 502,618 | |
Deferred Incentive Savings Plan | | | | 125,000 | | | | | — | | | | | 48,832 | | | | | 0 | | | | | 1,247,167 | |
Michael Monahan
401(K) Restoration Plan | | | | — | | | | | 14,400 | | | | | (15,768 | ) | | | | | 0 | | | | | 105,376 | |
Deferred Incentive Savings Plan | | | | 45,000 | | | | | — | | | | | (11,391 | ) | | | | | 0 | | | | | 845,667 | |
Leslie Abi-Karam
401(K) Restoration Plan | | | | — | | | | | — | | | | | 679 | | | | | 0 | | | | | 94,551 | |
Deferred Incentive Savings Plan | | | | 25,000 | | | | | — | | | | | 2,970 | | | | | (10,348 | ) | | | | | 88,897 | |
Vicki A. O’Meara
401(K) Restoration Plan | | | | — | | | | | 16,813 | | | | | 646 | | | | | 0 | | | | | 24,192 | |
Deferred Incentive Savings Plan | | | | 0 | | | | | — | | | | | 0 | | | | | 0 | | | | | 0 | |
Johnna G. Torsone
401(K) Restoration Plan | | | | — | | | | | 11,536 | | | | | 1,180 | | | | | 0 | | | | | 258,356 | |
Deferred Incentive Savings Plan | | | | 0 | | | | | — | | | | | 10,658 | | | | | 0 | | | | | 460,283 | |
| | | | Executive | | Registrant | | Aggregate | | Aggregate | | Aggregate | |
| | | | Contributions | | Contributions | | Earnings/(Loss) | | Withdrawals/ | | Balance at | |
| | Name | | in Last FY ($)(2) | | in Last FY ($)(3) | | in Last FY ($)(4) | | Distributions ($) | | Last FYE ($) | (5) |
| | Marc B. Lautenbach | | | | | | | | | | | | | | | |
| | 401(k) Restoration Plan | | — | | | 3,705 | | | 156 | | | 0 | | | 3,861 | |
| | Deferred Incentive Savings Plan | | 60,499 | | | — | | | (2,428 | ) | | 0 | | | 58,071 | |
| | Michael Monahan | | | | | | | | | | | | | | | |
| | 401(k) Restoration Plan | | — | | | 24,782 | | | 10,800 | | | 0 | | | 229,217 | |
| | Deferred Incentive Savings Plan | | — | | | — | | | 54,486 | | | 0 | | | 1,219,220 | |
| | Mark L. Shearer | | | | | | | | | | | | | | | |
| | 401(k) Restoration Plan | | — | | | — | | | — | | | 0 | | | — | |
| | Deferred Incentive Savings Plan | | 24,309 | | | — | | | 935 | | | 0 | | | 25,244 | |
| | Abby F. Kohnstamm | | | | | | | | | | | | | | | |
| | 401(k) Restoration Plan | | — | | | — | | | — | | | 0 | | | — | |
| | Deferred Incentive Savings Plan | | — | | | — | | | — | | | 0 | | | — | |
| | Daniel J. Goldstein | | | | | | | | | | | | | | | |
| | 401(k) Restoration Plan | | — | | | 24,343 | | | 4,063 | | | 0 | | | 80,378 | |
| | Deferred Incentive Savings Plan | | — | | | — | | | 7,128 | | | 0 | | | 129,133 | |
| |
(1) | Ms. Kohnstamm did not incur activity in the nonqualified deferred compensation plans in 2014. |
| |
(2) | Amounts in this column represent athe portion of the 2010 annual incentives earned in 2013 and paid in 20112014 deferred under the Deferred Incentive Savings Plan. |
| |
(2)
(3) | | | | Amounts shown are company contributions to the Pitney Bowes 401(k) Restoration Plan earned in 20102013 and credited under the 401(k) Restoration Plan in 2011. These2014. For Mr. Lautenbach, Mr. Monahan, and Mr. Goldstein, these amounts are also included in the “All2013 All Other Compensation”Compensation column of the “SummarySummary Compensation Table” for each of the NEOs listed above. Table. |
| |
(3)
(4) | | | | Amounts shown are the respective earnings or losses in the Pitney Bowes 401(k) Restoration Plan and the Deferred Incentive Savings Plan. These earnings or losses are not included in the “SummarySummary Compensation Table”. Table. |
| |
(4)
(5) | | | | Amounts shown are the respective balances in the Pitney Bowes 401(k) Restoration Plan and the Deferred Incentive Savings Plan. For Mr. Monahan, the Deferred Incentive Savings Plan amount reflects an additional $87 in dividends relating to 2013 investment activity that were applied to the beginning balance in 2014. The aggregate balance for the 401(k) Restoration Plan includes amounts previously reported as compensation in the “SummarySummary Compensation Table”Table as follows: $271,781$3,705 for Mr. Martin, $65,071Lautenbach, $152,559 for Mr. Monahan, $60,269and $24,343 for Ms. Abi-Karam, and $14,295 for Ms. O’Meara.Mr. Goldstein. The aggregate balance for the Deferred Incentive Savings Plan includes amounts previously reported as compensation in the “SummarySummary Compensation Table”Table as follows: $515,000$60,499 for Mr. Martin, $219,800Lautenbach, and $289,800 for Mr. Monahan, and $62,000 for Ms. Abi-Karam. Monahan. |
The material terms of the Pitney Bowes 401(k) Restoration Plan are summarized below:as follows:
|
•
| • | | | The goal of this plan is generally to restore benefits that would have been provided under the qualified 401(k) Plan but for certain Internal Revenue ServiceIRC limitations placed on tax-qualified 401(k) plans. |
|
•
| | |
| | • | For purposes of determining benefits under the 401(k) Restoration Plan, earnings are defined as base salary, vacation, annual incentives (paid and deferred), and certain bonuses. Earnings do not include CIU payments, stock options, restricted stock, performance-based RSUs, performance stock units, severance, hiring bonuses, company contributions to benefits, and expense reimbursements. Participants need to contribute the allowable maximum pre-tax contributions to the 401(k) Plan to be eligible for theany company match of up to 4% in the 401(k) Restoration Plan. Once the pre-tax maximum is contributed by the participant into the qualified 401(k) Plan, the company will match the same percentage of eligible compensation that the Participant defers under the 401(k) Plan and the DISP up to a maximum 4% of eligible compensation. |
| | |
| • | In addition, employees hired after December 31, 2004 and not participating in the pension planPension Plan are eligible to receive a 2% company core contribution into the qualified 401(k) plan.Plan. To the extent ofthe participant has eligible earnings in excess of the IRSIRC compensation limitation, the 2% core contribution is made into the 401(k) Restoration Plan. The board of directors approved, effective January 1, 2015, that those employees who will no longer accrue benefits under the Pension Plan because of the Pension Plan freeze, will participate in the 2% employer core contribution to the 401(k) Plan. See discussion under “Other Indirect Compensation” on page 48 of this proxy statement. |
|
•
| | |
| | • | Employees must have one year of service to participate, and the vesting is the same as under the qualified 401(k) Plan. AllExcept for Mr. Lautenbach, Ms. Kohnstamm and Mr. Shearer, the remaining NEOs are fully vested in their accounts. |
|
•
| | |
| | • | Distributions payable in a lump-sum or installments may occur upon termination of employment and will follow guidelines under Section 409A of the Code.IRC 409A. |
The material terms of the Deferred Incentive Savings Plan (DISP) are summarized below:as follows:
47
The DISP allows deferral of up to 100% of annual incentives and long-term cash incentives. Base salary deferral is permissible only for certain key employees.
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
•
| | | | The DISP allows deferral of up to 100% of annual incentives and long-term incentives. Base salary deferral is permissible only for certain key employees.
|
|
• | | | | Employees must be “highly-compensated employees” as defined in the DISP in order to participate in this plan. |
|
•
| | |
| | • | Distributions from the DISP can occur for various reasons and will be in compliance with guidelines established under SectionIRC 409A of the Code: |
|
–
| | | | |
| • | Termination/Death/Disability —– a lump sum payment is made one month after termination including termination for disability and within 90 days after death |
|
–
| | |
| | • | Retirement —– payment is made in accordance with the payment election in effect for the account beginning after termination |
|
–
| | |
| | • | Change of Control —– payment is made in a lump sum in the event of a termination within two years following a changeChange of controlControl |
|
–
| | |
| | • | Unforeseeable Emergency —– plan permits withdrawals with appropriate verification |
|
–
| | |
| | • | In-Service Payments —– payments are made immediately after the deferral dates selected. |
Investment options for both the Pitney Bowes 401(k) Restoration Plan and the DISP are comparable to those in the Pitney Bowes 401(k) Plan. These investment options provide participants with an opportunity to invest in a variety of publicly available bond funds, money market funds, equity funds and blended funds. Prior to January 1, 2011, participants also had the opportunity to invest infunds, including Pitney Bowes stock. Each employee notionally selects his or her investment options and can change these at any time by accessing his or her account on the internet.web site of the third party administrator. These investments are tracked in “phantom” accounts. All investment gains and losses in a participant’s account under the Pitney Bowes 401(k) Restoration Plan and the DISP are entirely based upon the notional investment selections made by the participant.
Potential Payments upon Termination or Change of Control
Other Post-Termination Payments
The tables below reflectfollowing table reflects the amount of compensation that would become payable to each of the NEOs under existing arrangements if the hypothetical termination of employment events described had occurred on December 31, 2011,2014, given the NEO’s compensation and service levels as of such date and, if applicable, based on the company’s closing stock price on that date.
For purposes of valuing stock options in the “Estimated Post-Termination Payments and Benefits” table,“Post-Termination Payments” tables, we assume that upon a changeChange of control,Control, all vested outstanding stock options will be cashed out using the difference between the stock option exercise price and $18.54,$24.37, the closing price of our common stock on December 31, 2011.2014.
All payments are payable by the company in a lump-sum unless otherwise noted. The actual amounts that would be paid upon a NEO’s termination of employment can be determined only at the time of such executive’s separation from the company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported in the tables below. Factors that could affect these amounts include the timing during the year of any such event, our company’s stock price and the executive’s age.
In the event of termination of employment, the NEOs are entitled to receive the vested portion of their deferred compensation account. The account balances continue to be credited with increases or decreases reflecting changes in the value of the investment funds that are tracked until the valuation date as provided under the plan, and therefore amounts received by the NEOs will differ from those shown in the “Nonqualified Deferred Compensation for 2011”2014” table on page 47.65. See the narrative accompanying that table for information on available types of distributions under the plans.
The benefits described in the tables belowfollowing table are in addition to benefits available regardless of the occurrence of such an event, such as currently exercisable stock options, and benefits generally available to salaried employees, such as distributions under the company’s 401(k) plan,Plan, subsidized retiree medical benefits, disability benefits, and accrued vacation pay. In addition, in connection with any actual termination of employment, the companyCommittee may determine to 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, as the committeeCommittee determines appropriate or in the case of Mr. Martin,Lautenbach, the independent members of the board of directors.members.
48
ESTIMATED POST-TERMINATION PAYMENTS
AND BENEFITS(1)
| | | | | | | | | | |
Type of Payment
or Benefit | | Early
Retirement ($) | | Involuntary
Not for Cause
Termination ($)(2) | | Change of
Control with
Termination
(CIC) ($) | | Death ($) | | Disability ($) |
Murray D. Martin | | | | | | | | | | |
Severance | | | | — | | | | | 461,731 - 5,194,000 | (3) | | | | | 6,972,800 | (4) | | | | | — | | | | | — | |
Annual Incentive | | | | 1,584,660 | (5) | | | | | 1,584,660 | (6) | | | | | 1,617,000 | (7) | | | | | 1,584,660 | (5) | | | | | 1,584,660 | (5) | |
CIUs | | | | | | | | | | |
2009 – 2011 cycle | | | | 2,541,250 | (8) | | | | | 2,541,250 | (8) | | | | | 2,541,250 | (9) | | | | | 2,541,250 | (8) | | | | | 2,541,250 | (8) | |
2010 – 2012 cycle | | | | 1,583,333 | (10) | | | | | 1,583,333 | (10) | | | | | 2,375,000 | (9) | | | | | 1,583,333 | (10) | | | | | 1,583,333 | (10) | |
2011 – 2013 cycle | | | | 791,667 | (10) | | | | | 791,667 | (10) | | | | | 2,375,000 | (9) | | | | | 791,667 | (10) | | | | | 791,667 | (10) | |
Stock Options Accelerated(11) | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | |
Performance-based
RSUs Accelerated(12) | | | | 1,192,270 | | | | | 1,192,270 | | | | | 2,036,767 | | | | | 2,036,767 | | | | | 2,036,767 | |
Performance Award Accelerated | | | | 0 - 2,000,000 | (13) | | | | | 0 - 2,000,000 | (14) | | | | | 666,667 | (15) | | | | | 666,667 | (15) | | | | | 666,667 | (15) | |
Incremental Pension Benefit | | | | — | | | | | 0 - 2,653,404 | (16) | | | | | 66,335 | (17) | | | | | — | | | | | — | |
Medical & other benefits(18) | | | | — | | | | | — | | | | | 109,628 | | | | | — | | | | | — | |
Financial Counseling | | | | — | | | | | 0 - 15,000 | | | | | — | | | | | — | | | | | — | |
Tax-gross up(19) | | | | — | | | | | — | | | | | 4,645,661 | | | | | — | | | | | — | |
| | | | | | | | | | |
Total | | | | 7,693,180 - 9,693,180 | | | | | 8,154,911 - 17,555,584 | | | | | 23,406,108 | | | | | 9,204,344 | | | | | 9,204,344 | |
Michael Monahan | | | | | | | | | | |
Severance | | | | — | | | | | 259,200 - 2,021,760 | (3) | | | | | 2,875,260 | (4) | | | | | — | | | | | — | |
Annual Incentive | | | | — | | | | | 0 - 449,280 | (20) | | | | | 449,280 | (7) | | | | | 440,294 | (5) | | | | | 440,294 | (5) | |
CIUs | | | | — | | | | | | | | | |
2009-2011 cycle | | | | — | | | | | 0 - 588,500 | (8) | | | | | 588,500 | (9) | | | | | 588,500 | (8) | | | | | 588,500 | (8) | |
2010-2012 cycle | | | | — | | | | | 0 - 400,000 | (10) | | | | | 600,000 | (9) | | | | | 400,000 | (10) | | | | | 400,000 | (10) | |
2011-2013 cycle | | | | — | | | | | 0 | (10) | | | | | 650,000 | (9) | | | | | 216,667 | (10) | | | | | 216,667 | (10) | |
Stock Options Accelerated(11) | | | | — | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | |
Performance-based RSUs Accelerated(12) | | | | — | | | | | 0 - 228,913 | | | | | 522,976 | | | | | 522,976 | | | | | 522,976 | |
Performance Award Accelerated | | | | — | | | | | 0 | (14) | | | | | 1,100,000 | (21) | | | | | 504,167 | (22) | | | | | 504,167 | (22) | |
Incremental Pension Benefit | | | | — | | | | | 0 - 254,337 | (16) | | | | | 196,950 | (17) | | | | | — | | | | | — | |
Medical & other benefits(18) | | | | — | | | | | 0 | | | | | 104,273 | | | | | — | | | | | — | |
Financial Counseling | | | | — | | | | | 0 - 15,000 | | | | | — | | | | | — | | | | | — | |
Tax-gross up(19) | | | | — | | | | | — | | | | | 1,896,346 | | | | | — | | | | | — | |
| | | | | | | | | | |
Total | | | | 0 | | | | | 259,200 - 3,957,790 | | | | | 8,983,585 | | | | | 2,672,604 | | | | | 2,672,604 | |
Leslie Abi-Karam | | | | | | | | | | |
Severance | | | | — | | | | | 293,892 - 1,964,880 | (3) | | | | | 2,730,527 | (4) | | | | | — | | | | | — | |
Annual Incentive | | | | — | | | | | 0 - 436,640 | (20) | | | | | 436,640 | (7) | | | | | 427,907 | (5) | | | | | 427,907 | (5) | |
CIUs | | | | — | | | | | | | | | |
2009 – 2011 cycle | | | | — | | | | | 0 - 588,500 | (8) | | | | | 588,500 | (9) | | | | | 588,500 | (8) | | | | | 588,500 | (8) | |
2010 – 2012 cycle | | | | — | | | | | 0 - 400,000 | (10) | | | | | 600,000 | (9) | | | | | 400,000 | (10) | | | | | 400,000 | (10) | |
2011 – 2013 cycle | | | | — | | | | | 0 | (10) | | | | | 650,000 | (9) | | | | | 216,667 | (10) | | | | | 216,667 | (10) | |
Stock Options Accelerated(11) | | | | — | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | |
Performance-based RSUs Accelerated(12) | | | | — | | | | | 0 - 228,913 | | | | | 522,976 | | | | | 522,976 | | | | | 522,976 | |
Performance Award Accelerated | | | | — | | | | | 0 | (14) | | | | | 1,100,000 | (21) | | | | | 504,167 | (22) | | | | | 504,167 | (22) | |
Incremental Pension Benefit | | | | — | | | | | 0 - 649,413 | (16) | | | | | 260,254 | (17) | | | | | — | | | | | — | |
Medical & other benefits(18) | | | | — | | | | | 0 | | | | | 104,423 | | | | | — | | | | | — | |
Financial Counseling | | | | — | | | | | 0 - 15,000 | | | | | — | | | | | — | | | | | — | |
Tax-gross up(19) | | | | — | | | | | — | | | | | 1,843,936 | | | | | — | | | | | — | |
| | | | | | | | | | |
Total | | | | 0 | | | | | 293,892 - 4,283,346 | | | | | 8,837,256 | | | | | 2,660,217 | | | | | 2,660,217 | |
49
ESTIMATED POST-TERMINATION PAYMENTS
AND BENEFITS (continued)
| | | | | | | | | | |
Type of Payment
or Benefit | | Early
Retirement ($) | | Involuntary
Not for Cause
Termination ($)(2) | | Change of
Control with
Termination
(CIC) ($) | | Death ($) | | Disability ($) |
Vicki A. O’Meara | | | | | | | | | | |
Severance | | | | — | | | | | 39,615 - 1,854,000 | (3) | | | | | 2,398,005 | (4) | | | | | 0 | | | | | — | |
Annual Incentive | | | | — | | | | | 0 - 412,000 | (20) | | | | | 412,000 | (7) | | | | | 403,760 | (5) | | | | | 403,760 | (5) | |
CIUs | | | | — | | | | | | | | | |
2009 – 2011 cycle | | | | — | | | | | 0 - 347,750 | (8) | | | | | 347,750 | (9) | | | | | 347,750 | (8) | | | | | 347,750 | (8) | |
2010 – 2012 cycle | | | | — | | | | | 0 - 216,667 | (10) | | | | | 325,000 | (9) | | | | | 216,667 | (10) | | | | | 216,667 | (10) | |
2011 – 2013 cycle | | | | — | | | | | 0 | (10) | | | | | 450,000 | (9) | | | | | 150,000 | (10) | | | | | 150,000 | (10) | |
Stock Options Accelerated(11) | | | | — | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | |
Performance-based RSUs Accelerated(12) | | | | — | | | | | 0 - 233,141 | | | | | 506,012 | | | | | 506,012 | | | | | 506,012 | |
Performance Award Accelerated | | | | — | | | | | 0 | (14) | | | | | 1,000,000 | (21) | | | | | 458,333 | (22) | | | | | 458,333 | (22) | |
Incremental Pension Benefit | | | | — | | | | | — | (16) | | | | | — | (17) | | | | | — | | | | | — | |
Medical & other benefits(18) | | | | — | | | | | 0 | | | | | 98,000 | | | | | — | | | | | — | |
Financial Counseling | | | | — | | | | | 0 - 15,000 | | | | | — | | | | | — | | | | | — | |
Tax-gross up(19) | | | | — | | | | | — | | | | | 1,420,697 | | | | | — | | | | | — | |
| | | | | | | | | | |
Total | | | | 0 | | | | | 39,615 - 3,078,558 | | | | | 6,957,464 | | | | | 2,082,522 | | | | | 2,082,522 | |
Johnna G. Torsone | | | | | | | | | | |
Severance | | | | — | | | | | 184,238 - 1,390,272 | (3) | | | | | 2,010,916 | (4) | | | | | — | | | | | — | |
Annual Incentive | | | | 244,545 | (5) | | | | | 244,545 | (6) | | | | | 249,536 | (7) | | | | | 244,545 | (5) | | | | | 244,545 | (5) | |
CIUs | | | | | | | | | | |
2009 – 2011 cycle | | | | 294,250 | (8) | | | | | 294,250 | (8) | | | | | 294,250 | (9) | | | | | 294,250 | (8) | | | | | 294,250 | (8) | |
2010 – 2012 cycle | | | | 183,333 | (10) | | | | | 183,333 | (10) | | | | | 275,000 | (9) | | | | | 183,333 | (10) | | | | | 183,333 | (10) | |
2011 – 2013 cycle | | | | 91,667 | (10) | | | | | 91,667 | (10) | | | | | 275,000 | (9) | | | | | 91,667 | (10) | | | | | 91,667 | (10) | |
Stock Options Accelerated(11) | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | |
Performance-based RSUs Accelerated(12) | | | | 138,067 | | | | | 138,067 | | | | | 235,847 | | | | | 235,847 | | | | | 235,847 | |
Incremental Pension Benefit | | | | — | | | | | 0 - 303,797 | (16) | | | | | 222,093 | (17) | | | | | — | | | | | — | |
Medical & other benefits(18) | | | | — | | | | | — | | | | | 75,704 | | | | | — | | | | | — | |
Financial Counseling | | | | — | | | | | 0 - 15,000 | | | | | — | | | | | — | | | | | — | |
Tax-gross up(19) | | | | — | | | | | — | | | | | 0 | | | | | — | | | | | — | |
| | | | | | | | | | |
Total | | | | 951,862 | | | | | 1,136,100 - 2,660,931 | | | | | 3,638,346 | | | | | 1,049,642 | | | | | 1,049,642 | |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
Estimated Post-Termination Payments and Benefits(1)
| | | | | | | | | | | Change of | | | | | | | |
| | | | | | | | | | | Control with | | | | | | | |
| | | | | Retirement | | | Involuntary Not for | | | Termination | | | | | | | |
| Name | | Type of Payment or Benefit | | Eligible ($) | | | Cause Termination ($)(2) | | | (CIC) ($) | | | Death ($) | | | Disability ($) | |
| Marc B. Lautenbach | | Severance | | | — | | | | 34,615 - 3,172,500 | (3) | | | 4,230,000 | (4) | | | — | | | | — | |
| | | Annual Incentive | | | — | | | | 0 - 1,215,000 | (5) | | | 1,215,000 | (6) | | | 1,519,965 | (7) | | | 1,519,965 | (7) |
| | | CIUs | | | | | | | | | | | | | | | | | | | | |
| | | 2013 – 2015 cycle | | | — | | | | 0 - 1,600,000 | (8) | | | 2,400,000 | (9) | | | 1,600,000 | (8) | | | 1,600,000 | (8) |
| | | Stock Options Accelerated(10) | | | — | | | | 0 - 3,038,800 | | | | 3,038,800 | | | | 3,038,800 | | | | 3,038,800 | |
| | | Performance-based RSUs Accelerated(11) | | | — | | | | 0 - 1,407,636 | | | | 3,423,766 | | | | 3,423,766 | | | | 3,423,766 | |
| | | Performance Stock Units | | | | | | | | | | | | | | | | | | | | |
| | | 2014 – 2016 cycle | | | — | | | | 0 | (12) | | | 3,057,168 | (13) | | | 1,019,056 | (12) | | | 1,019,056 | (12) |
| | | Financial Counseling(14) | | | — | | | | 0 - 11,250 | | | | — | | | | — | | | | — | |
| | | Medical & other benefits(15) | | | — | | | | — | | | | 78,298 | | | | | | | | | |
| | | Total | | | 0 | | | | 34,615 - 10,445,186 | | | | 17,443,032 | | | | 10,601,587 | | | | 10,601,587 | |
| Michael Monahan | | Severance | | | — | | | | 23,358 - 1,639,764 | (3) | | | 2,043,382 | (4) | | | — | | | | — | |
| | | Annual Incentive | | | — | | | | 485,856 | (5) | | | 485,856 | (6) | | | 607,806 | (7) | | | 607,806 | (7) |
| | | CIUs | | | | | | | | | | | | | | | | | | | | |
| | | 2012 – 2014 cycle | | | — | | | | 864,500 | (16) | | | 864,500 | (9) | | | 864,500 | (16) | | | 864,500 | (16) |
| | | 2013 – 2015 cycle | | | — | | | | 520,000 | (8) | | | 780,000 | (9) | | | 520,000 | (8) | | | 520,000 | (8) |
| | | Stock Options Accelerated(10) | | | — | | | | 713,860 | | | | 1,070,800 | | | | 1,070,800 | | | | 1,070,800 | |
| | | Performance-based RSUs Accelerated(11) | | | — | | | | 976,457 | | | | 1,355,557 | | | | 1,355,557 | | | | 1,355,557 | |
| | | Performance-based MSUs Accelerated(11) | | | — | | | | 442,218 | | | | 442,218 | | | | 442,218 | | | | 442,218 | |
| | | Performance Stock Units | | | | | | | | | | | | | | | | | | | | |
| | | 2014 – 2016 cycle | | | — | | | | 294,398 | (12) | | | 883,193 | (13) | | | 294,398 | (12) | | | 294,398 | (12) |
| | | Incremental Pension Benefit | | | — | | | | 0 | (17) | | | 0 | (17) | | | — | | | | — | |
| | | Financial Counseling(14) | | | — | | | | 11,250 | | | | — | | | | — | | | | — | |
| | | Medical & other benefits(15) | | | — | | | | — | | | | 79,340 | | | | — | | | | — | |
| | | Total | | | 0 | | | | 4,331,897 - 5,948,303 | | | | 8,004,846 | | | | 5,155,279 | | | | 5,155,279 | |
| Mark L. Shearer | | Severance | | | — | | | | 21,987 - 1,543,455 | (3) | | | 2,115,660 | (4) | | | — | | | | — | |
| | | Annual Incentive | | | — | | | | 0 - 457,320 | (5) | | | 457,320 | (6) | | | 572,107 | (7) | | | 572,107 | (7) |
| | | CIUs | | | | | | | | | | | | | | | | | | | | |
| | | 2013 – 2015 cycle | | | — | | | | 0 - 520,000 | (8) | | | 780,000 | (9) | | | 520,000 | (8) | | | 520,000 | (8) |
| | | Performance-based RSUs Accelerated(11) | | | — | | | | 0 - 443,705 | | | | 1,044,669 | | | | 1,044,669 | | | | 1,044,669 | |
| | | Performance Stock Units | | | | | | | | | | | | | | | | | | | | |
| | | 2014 – 2016 cycle | | | — | | | | 0 | (12) | | | 883,193 | (13) | | | 294,398 | (12) | | | 294,398 | (12) |
| | | Financial Counseling(14) | | | — | | | | 0 - 11,250 | | | | — | | | | — | | | | — | |
| | | Medical & other benefits(15) | | | — | | | | 0 | | | | 61,040 | | | | — | | | | — | |
| | | Total | | | 0 | | | | 21,987 - 2,975,730 | | | | 5,341,882 | | | | 2,431,174 | | | | 2,431,174 | |
| Abby F. Kohnstamm | | Severance | | | — | | | | 21,538 - 1,512,000 | (3) | | | 2,102,644 | (4) | | | — | | | | — | |
| | | Annual Incentive | | | — | | | | 0 - 448,000 | (5) | | | 448,000 | (6) | | | 560,448 | (7) | | | 560,448 | (7) |
| | | Performance-based RSUs Accelerated(11) | | | — | | | | 0 | | | | 534,629 | | | | 534,629 | | | | 534,629 | |
| | | Performance Stock Units | | | | | | | | | | | | | | | | | | | | |
| | | 2014 – 2016 cycle | | | — | | | | 0 | (12) | | | 339,693 | (13) | | | 113,231 | (12) | | | 113,231 | (12) |
| | | Financial Counseling(14) | | | — | | | | 0 - 11,250 | | | | — | | | | — | | | | — | |
| | | Medical & other benefits(15) | | | — | | | | — | | | | 50,888 | | | | — | | | | — | |
| | | Total | | | 0 | | | | 21,538 - 1,971,250 | | | | 3,475,854 | | | | 1,208,308 | | | | 1,208,308 | |
| Daniel J. Goldstein | | Severance | | | — | | | | 18,912 - 1,180,133 | (3) | | | 1,131,177 | (4) | | | — | | | | — | |
| | | Annual Incentive | | | — | | | | 295,033 | (5) | | | 295,033 | (6) | | | 369,087 | (7) | | | 369,087 | (7) |
| | | CIUs | | | | | | | | | | | | | | | | | | | | |
| | | 2012 – 2014 cycle | | | — | | | | 432,250 | (16) | | | 432,250 | (9) | | | 432,250 | (16) | | | 432,250 | (16) |
| | | 2013 – 2015 cycle | | | — | | | | 260,000 | (8) | | | 390,000 | (9) | | | 260,000 | (8) | | | 260,000 | (8) |
| | | Stock Options Accelerated(10) | | | — | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | Performance-based RSUs Accelerated(11) | | | — | | | | 368,011 | | | | 671,930 | | | | 671,930 | | | | 671,930 | |
| | | Performance-based MSUs Accelerated(11) | | | — | | | | 221,109 | | | | 221,109 | | | | 221,109 | | | | 221,109 | |
| | | Performance Stock Units | | | | | | | | | | | | | | | | | | | | |
| | | 2014 – 2016 cycle | | | — | | | | 147,195 | (12) | | | 441,584 | (13) | | | 147,195 | (12) | | | 147,195 | (12) |
| | | Incremental Pension Benefit | | | — | | | | 7,348 | (17) | | | 0 | (17) | | | — | | | | — | |
| | | Financial Counseling(14) | | | — | | | | 11,250 | | | | — | | | | — | | | | — | |
| | | Medical & other benefits(15) | | | — | | | | — | | | | 50,988 | | | | — | | | | — | |
| | | Total | | | 0 | | | | 1,761,109 - 2,922,329 | | | | 3,634,071 | | | | 2,101,571 | | | | 2,101,571 | |
(1) | | | | All data is shown assuming termination on December 31, 2011. 2014. |
|
(2) | | | | Ranges represent variance between the NEOs basic severance plan and enhanced severance payment as explained in the section entitled “Explanation of Benefits Payable Upon Various Termination Events” on pages 52 and 53page 69 of this Proxy Statement. |
|
(3) | | | | UnderIf termination of employment falls within the terms of the Pitney Bowes Severance Pay Plan, Mr. Martin, Mr. Monahan, Ms. Abi-Karam, Ms. O’Meara and Ms. Torsonethe named executive officers would receive a minimum of 24.5, 24, 28, 4 and 21.52 weeks respectively, of base salary if they were terminated involuntarily and not for cause. Under our enhanced severance policy, the NEOs could receive up to two years78 weeks of base salary and(inclusive of the 2 weeks) plus target bonus contingent upon signing a waiver and release.
|
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
(4) | | | | Includes three yearsThe company does not apply a tax gross-up on any Change of Control payments. The “best-net” approach is applied to Change of Control payments. Under this approach, the amount paid is either (i) the full value of the payment equal to two times the sum of the participant's current annual salary and three years of annual incentive. Salary used is the base rate as of December 31, 2011. For the NEOs,participant's average annual incentive award used isin the averagepreceding three years, or (ii) the value of the 2008, 2009payment that is capped at the 280G limit, depending on which provides the higher after-tax benefit to the executive. Since Mr. Lautenbach, Mr. Shearer, and 2010Ms. Kohnstamm were hired in 2013, their average annual incentive awards.
used in calculating their Change of Control benefit is based on target instead of actual incentive payouts. |
|
(5) | | | | A prorated annual incentive is paid at the actual amount earned for 2011lower of target or current bonus accrual as additional severance at the time of the normal distribution of annual incentives. |
|
(6)
| | | | Since Mr. Martin and Ms. Torsone are early retirement eligible, a prorated annual incentive is paid at the actual amount earned for 2011 at the time of the normal distribution of annual incentives. Upontermination contingent upon signing a waiver and release. If a waiver and release in lieu of a prorated annual incentive being paid at actual amount earned for 2011, a prorated annual incentiveis not signed, no severance is paid to Mr. Martin and Ms. Torsone at targeted amountsin excess of $1,617,000 and $249,536, respectively, as additional severance at termination.
|
50
| two weeks. |
(7)
(6) | | | | Annual incentive is valued at the targeted amount and is paid upon termination following a change of control. |
|
(8)
(7) | | | | CIUsA prorated annual incentive is paid at the actual amount earned for 2009 – 2011 cycles are valued2014 at $1.07 per unit based upon actual achievementthe time of performance metrics for the 2009 – 2011 cycle. In the case of involuntary not for cause termination for Mr. Monahan, Ms. Abi-Karam and Ms. O’Meara the payment of this amount is subject to signing a waiver and release. This amount was paid in February 2012 under the normal distribution of CIUs.
annual incentives. |
|
(9)
(8) | | | | CIUs for 2009the 2013 – 2011 cycles are valued at $1.07 per unit and paid in February 2012 under the normal distribution of CIUs. CIUs for 2010 – 2012 and 2011 – 2013 cycles are valued at the targeted amount which is $1.00 per unit. |
|
(10)
| | | | CIUs for 2010 – 2012 and 2011 – 2013 cycles2015 cycle are estimated at the targeted amount which is $1.00 per unit. Payment is prorated based upon time worked through the end of each cycle. However, payment is not made until the end of the performance period and will be paid based on actual results. For Mr. Monahan, Ms. Abi-Karam and Ms. O’Meara, in the case of involuntary not for cause termination, no payments are made for the 2011The 2013 – 2013 CIU cycle since the award has been outstanding for less than one year and the 2010 – 20122015 cycle payment is subject to signing a waiver and release.
|
| (9) | CIUs for 2012 – 2014 cycles are valued at $1.33 per unit and paid in February 2015 under the normal distribution of CIUs. CIUs for the 2013 –2015 cycle are valued at the targeted amount which is $1.00 per unit. |
(11)
(10) | | | | In casesthe case of early retirement, options outstanding for at least one year will immediately vest and remain exercisable for the balance of the option term. In casesthe case of involuntary not for cause termination, options outstanding for at least one year will continue to vest and remain exercisable for 24 months following termination of employment contingent upon signing a waiver and release. In the case of retirement or involuntary not for cause termination, options outstanding for less than one year forfeit. In the cases of change of control, death and disability, all outstanding options will immediately vest and remain exercisable for the balance of the option term. All unvested stock options are currently underwater. |
|
(12)
(11) | | | | Since Mr. Martin and Ms. Torsone are eligible for early retirement, all performance-based RSUs outstanding at least one year at the date of termination will vest immediately. In the case of involuntary not for cause termination for Mr. Monahan, Ms. Abi-Karamaccompanied by a separation agreement including a waiver and Ms. O’Meara,release, all performance-based RSUs and MSUs outstanding for one year at the date of termination will continue to vest up to 24 months following termination, contingent upon signing a waiverexcept if the executive has attained retirement eligibility or is bridgeable to early retirement, then all performance-based RSUs outstanding for one year will eventually vest. For Mr. Monahan and release.Mr. Goldstein, in the case of change of control followed by termination of employment, all performance-based MSUs vest immediately with shares issued immediately at target. All restrictions on performance-based RSUs and MSUs lapse immediately upon death, disability, or change of control with termination.
followed by termination of employment. |
|
(13)
(12) | | | | The board of directors in its sole discretion may utilize negative discretion to determine a partial or full paymentPSUs for the 2014 – 2016 cycle are estimated based on the satisfactory achievementtarget number of predetermined goals withshares granted. Vesting is prorated based upon time worked through the end of each cycle. However, payment todoes not occur until the end of the performance period and will be madebased on actual results. In the original payment date.
|
|
(14)
| | | | Outstanding 2011 performance award is forfeited uponcase of involuntary not for cause termination. Since Mr. Martintermination, no vesting occurs for the 2014 – 2016 PSU cycle until the award has been outstanding for more than one year, except if the executive has attained early retirement eligibility or is bridgeable to early retirement, eligible, the board of directors in its sole discretion may utilize negative discretion to determine a partial or full payment based on the satisfactory achievement of predetermined goals with payment to be made on the original payment date.
|
|
(15)
| | | | Outstanding 2011 performance awardthen vesting is prorated based upon full monthstime worked duringthrough the three year period.
end of the cycle. |
| (13) | PSUs for the 2014 – 2016 cycle are valued based on the target number of shares granted. |
(16)
(14) | Amount shown is the value of the company's cost to provide financial counseling through the severance period, during which executive officers may receive up to a maximum of 78 weeks of financial counseling. |
| (15) | Amount shown is the present value of the company's cost to continue medical and other health and welfare plans for three years plus the company's cost for outplacement services. |
| (16) | CIUs for the 2012 – 2014 cycle are valued at $1.33 per unit based upon actual achievement of performance metrics for the 2012 – 2014 cycle. In the case of involuntary not for cause termination, payment of this amount is subject to signing a waiver and release. If the executive has attained early retirement eligibility or is bridgeable to early retirement, then vesting is prorated based upon time worked through the end of the cycle. This amount was paid in February 2015 under the normal distribution of CIUs. |
| (17) | Amount shown is the increase in lump-sum actuarial equivalent of the pension age, service and earnings credits for the associated severance period. Mr. Lautenbach, Ms. O’MearaKohnstamm and Mr. Shearer are not pension plan participants. Mr. Goldstein is not acurrently participating in the pension plan, participant. |
|
(17)
| | | | Amountbut has a prior accumulated benefit under the plans. In the case of a Change of Control with termination, amount shown is the increase in lump-sum actuarial equivalent of the pension age and service credits for the associated severance period. Ms. O’Meara is not a pension plan participant.
|
|
(18)
| | | | Amount shown is the present value of the company’s cost to continue medical and other health & welfare plans for three years plus the company’s cost for outplacement services.
|
|
(19)
| | | | Amount shown is the gross-up value for excise tax due on parachute payments and their gross-up payments. Gross-up payments are subject to a safe harbor amount described on page 36 of this Proxy Statement.
|
|
(20)
| | | | A prorated annual incentive is paid at target as additional severance at termination contingent upon signing a waiver and release. If a waiver and release is not signed, no additional severance is paid.
|
|
(21)
| | | | Outstanding 2011 performance award is paid in full.
|
|
(22)
| | | | Outstanding 2011 performance award is prorated based on the date of death or disability.
|
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
51
Explanation of Benefits Payable upon Various Termination Events
The benefits described below apply to the NEOs.
Change in Responsibilities
In the event that a diminution in the responsibilities of the NEOs were determined to be a constructive termination, or the equivalent of materially changing the executive’s position, they would receive the separation benefits set forth under the column entitled “Involuntary Not for Cause Termination” in each executive’s “Estimated Post-Termination Payments and Benefits” table.Resignation
Resignation
A voluntary termination would not provide any compensation, benefits or special treatment under equity plans for any of the NEOs.
Early and Normal Retirement
The U.S. Pitney Bowes Pension Plan allows for early retirement at age 55 with at least ten years of service, and normal retirement at age 65 with at least three years of service. As ofThe early and normal retirement rules established under the date of this proxy statement, Mr. MartinPension Plan are also utilized under the long-term incentive plan and Ms. Torsone are currently eligiblestock plan for special vesting purposes. NEOs meeting the requirements specified for early retirement. Earlyor normal retirement entitles NEOsare entitled to the following upon termination:
|
•
| | | | • | A prorated annual incentive award; |
|
•
| • | | | Prorated CIU paymentsPSU vesting at the end of each three-year cycle; |
| • | Prorated CIU payments paid at the end of each three-year cycle; |
•
| • | | | Stock option awards and RSUs that have been outstanding for at least one year will fully vest upon retirement and stock options will remain exercisable for the duration of the term; and |
|
•
| • | | | For Mr. Martin, a partial or full paymentMSUs that have been outstanding for at least one year will fully vest with units converted into stock at the 2011 Cash Performance Awardend of the three-year vesting period based on the sole discretion of the board of directors.
TSR. |
The board of directors has the discretion to accelerate vesting of restricted stock that would otherwise be forfeited.
Normal Retirement
None of the NEOs are eligible for normal retirement at this time.
Involuntary/Not for Cause Termination – Severance Pay Plan
We maintain a severance pay plan that provides for the payment of severance to full-time employees based in the United States whose employment is terminated under certain business circumstances (other than a changeChange of control)Control). The Pitney Bowes Severance Pay Plan provides a continuation of compensation upon involuntary termination by the company without cause (defined as willful failure to perform duties or engaging in illegal conduct or gross misconduct harmful to the company) as summarized below. In addition, in order to obtain an appropriate waiver and release from the employee, we may offer enhancedconditional severance payments. Where an employee is involuntarily terminated after becoming eligible for early retirement, the employee is eligible for benefits afforded early retirees or involuntarily terminated employees, whichever is greater.
Basic Severance
The basic severance benefit isSeverance Pay Plan provides for one week of salary continuation benefits per year of service. Effective March 1, 2012 the basic severance benefit changed to a totalSalary continuation benefits in excess of two weeks of salary require a signed agreement containing a waiver and release. There is no longer linked to years of service.a two week minimum benefit under the Severance Pay Plan.
Enhanced Severance
We may offer enhancedadditional severance to employees, including NEOs, upon termination of employment, conditioned upon signing a waiver and release, whichrelease. Additional severance could include the following payments:
|
•
| | | | • | Severance pay is based on years of service and level within the companycompany. All NEOs are eligible for up to a maximum of two years78 weeks of pay less any basic severance. All NEOs would be eligible for two years of pay, which includesincluding current base salary plus current target annual incentive. Effective March 1, 2012 the maximum period of severance pay will be reduced to an eighteen month period;incentive; |
|
•
| • | | | A prorated annual incentive award; award to the date of termination of employment; |
| • | PSUs outstanding for one year from the date of grant are prorated and vesting occurs at the end of each three-year cycle; |
•
| • | | | CIUs outstanding for one year from the date of grant are prorated and payments are calculated and paid at the end of each three-year cycle; |
|
•
| • | | | AnyFor NEOs, stock options, RSUs and RSUsMSUs outstanding for one year at the date of termination will continue to vest up to 24 months following termination and will expire at the end of this period;
|
|
•
| • | | | The board of directors has the discretion to accelerate vesting of restricted stock, RSUs, PSUs and RSUsMSUs that would otherwise be forfeited; |
|
•
| • | | | Pension benefit calculation includes service credit and earnings during the severance period; |
|
•
| • | | | Financial counseling through the severance period; and |
|
•
| • | | | Outplacement services. |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
Termination for Cause
Termination for cause would not provide any additional compensation, severance, benefits or special treatment under equity plans to any of the NEOs. “Cause” is defined as willful failure to perform duties or engaging in illegal conduct or gross misconduct harmful to the company.
52
DeathDeath
The NEO’s beneficiary would be entitled to the following upon the executive’s death:
|
•
| | | | • | A prorated annual incentive award; |
|
•
| • | | | Prorated CIU payments calculatedPSUs are prorated through the date of death and vested, valued and converted into stock at the end of each three-year cycle;
|
| • | CIU payments are prorated through the date of death and vested, valued and paid at the end of each three-year cycle; |
•
| • | | | All stock options will vest upon death. The NEO’s beneficiary can exercise stock options during the remaining term of the grant; |
|
•
| • | | | Restrictions on outstanding shares of restricted stock and RSUs will be removed; |
|
•
| • | | | For Mr. Monahan, Ms. Abi-KaramMSUs are vested, valued and Ms. O’Meara, a prorated 2010 Cash Performance Award; and
|
|
•
| | | | For Mr. Martin, a prorated 2011 Cash Performance Award.
converted into stock upon death. |
Disability
Disability vesting occurs after the completion of two years of long-term disability or on the date of termination of employment due to disability, whichever is earlier. The NEOs would be entitled to the following upon termination for disability:
|
•
| | | | • | A prorated annual incentive award; |
|
•
| • | | | Prorated CIU paymentsPSU are prorated through the date of disability and vested, valued and converted into stock at the end of each three-year cycle;
|
| • | CIU payments are prorated through the date of disability and vested, valued and paid at the end of each three-year cycle; |
•
| • | | | All stock options and RSUs will vest upon disability.disability vesting date (two years after the onset of LTD). Stock options can be exercised during the remaining term of the grant; |
|
•
| • | | | For Mr. Monahan, Ms. Abi-KaramMSUs are vested, valued and Ms. O’Meara, a prorated 2010 Cash Performance Award; and
|
|
•
| | | | For Mr. Martin, a prorated 2011 Cash Performance Award.
converted into stock upon termination for disability. |
Change of Control Arrangements
Set forth below is a summary of our changeChange of controlControl arrangements. Under our changeChange of controlControl arrangements, a “change“Change of control”Control” is defined as:
|
•
| | | | the•
| an acquisition of 20%30% or more of our common stock or 20%30% or more of the combined voting power of our voting securities by an individual, entity or group; |
|
•
| • | | | the replacement of a majority of the board of directors other than by approval of the incumbent board; |
|
•
| • | | | the consummation of a reorganization, merger, or consolidation where greater than 50% of our common stock and voting power changes hands; or |
|
•
| • | | | the approval by stockholders of the liquidation or dissolution of the company. |
Pitney Bowes does not gross-up the excise tax applicable to change of control payments. Upon a termination from employment without cause or for good reason (defined as a diminution in position, authority, duties, responsibilities, earnings or benefits, or relocation) within two years of a changeChange of controlControl each of the NEOs is entitledreceive payments calculated based on a “best-net” approach as it relates to the following:benefits described below.
|
•
| • | | | AEither (i) the full value of the payment equal to threetwo times the sum of the participant’s current annual salary and the participant’s average annual incentive award in the preceding three years;
years, or (ii) the value of the payment that is capped at the 280G limit, depending on which provides the higher after-tax benefit. |
|
•
| • | | | A prorated annual incentive award based on the participant’s current annual incentive target; |
| • | PSU vesting based on the total of the outstanding grants for each of the open cycles at target number of shares at the end of the cycle, or upon termination, if earlier; |
•
| • | | | CIU payments based on the total of the outstanding grants for each of the open cycles paid at target value at the end of the cycle, or upon termination, if earlier; |
|
•
| • | | | All stock options, restricted stock, RSUs and RSUsMSUs granted under the 2007Stock Plan will vest upon the employee’s termination and stock options can be exercised during their remaining term; |
EXECUTIVE COMPENSATION TABLES AND RELATED NARRATIVE
•
| | • | | For Mr. Monahan, Ms. Abi-Karam and Ms. O’Meara, the 2010 Cash Performance Award paid in full upon termination prior to vesting date;
|
|
•
| | | | For Mr. Martin, a prorated 2011 Cash Performance Award;
|
|
•
| | | | Only age and service credits not earnings, are included in the pension calculation for the associated severance period; effective with the freezing of the Pension Plan on December 31, 2014, no further age and service credits are included in Change of Control severance. |
|
•
| • | | | Health and welfare benefits for the executive and his or her dependents will be provided for a three-yeartwo-year period; and |
|
•
| • | | | Outplacement services; and |
|
•
| | | | A tax gross-up covering all additional taxes due (e.g., excise, income, employment taxes) to U.S. employees if an excise tax is due on the parachute payments. However, there is a provision that allows the severance payments to be reduced if the parachute value is within 110% of the safe-harbor amount, and therefore no tax gross-up would then be payable.
services. |
Internal Revenue Code Section 409A
Our benefits arrangements are intended to comply with Section 409A of the Code.IRC 409A. In that regard, “Key Employees” as defined in SectionsIRC 409A and IRC 416 of the Code may have certain payments delayed until six months after termination of employment.
53
Additional Information
Solicitation of Proxies
In addition to the use of the mail, proxies may be solicited by the directors, officers, and employees of the company without additional compensation by personal interview, by telephone, or by electronic transmission. Arrangements may also be made with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of Pitney Bowes common stock and $2.12 convertible preference stock held of record, and the company will reimburse such brokers, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred. The company has retained Georgeson Inc.Morrow & Co., LLC to aid in the solicitation of proxies.
The anticipated fee of such firm is $8,500$10,000 plus out-of-pocket costs and expenses. The cost of solicitation will be borne entirely by Pitney Bowes.
Other Matters
Management knows of no other matters which may be presented for consideration at the meeting. However, if any other matters properly come before the meeting, it is the intention of the individuals named in the enclosed proxy to vote in accordance with their judgment.
By order of the board of directors.
Amy C. Corn
Corporate Secretary
54
DIRECTIONS:
Northbound on I-95
Please take Exit 7 (Greenwich Avenue) and proceed through the first intersection to next traffic light, where you should turn right onto Washington Boulevard. Continue straight on Washington Boulevard. (Washington Boulevard becomes Dyke Lane.) At the end of Dyke Lane, turn left onto Elmcroft Road. Please park where indicated.
Southbound on I-95
Please take Exit 7 (Atlantic Street) and stay in the middle lane. Turn left onto Washington Boulevard. Continue straight on Washington Boulevard. (Washington Boulevard becomes Dyke Lane.) At the end of Dyke Lane, turn left onto Elmcroft Road. Please park where indicated.
From the Merritt Parkway
Please take Exit 34 (Long Ridge Road). Turn south onto Long Ridge Road. Follow Long Ridge Road for approximately 2 miles to Cold Spring Road and turn right onto Cold Spring Road. Bear left onto Washington Boulevard and follow to the end (approximately 2 miles under railroad and I-95). (Washington Boulevard becomes Dyke Lane.) At the end of Dyke Lane, turn left onto Elmcroft Road. Please park where indicated.
This proxy statement is printed entirely on recycled and recyclable paper.
|
This proxy statement is printed entirely on recycled and recyclable paper.
PITNEY BOWES INC.
1 ELMCROFT ROAD3001 SUMMER STREET
STAMFORD, CT 06926-070006926
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| M86862-P61236 | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| |
M43775-P20456
| KEEP THIS PORTION FOR YOUR RECORDS |
| | |
| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | | |
| PITNEY BOWES INC.
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| The Board of Directors recommends you vote FOR
each of the nominees listed in proposal 1. | | | | | | | | | | | | | |
| | following proposals:
| | | | | | | | | | | | | |
| 1. | 1.
| Election of Directors |
For
|
Against
For |
Abstain
Against | Abstain | | | | | | | | |
| | | Nominees:
| | | | | | | | | | | | |
| | Nominees: | 1a.
| Rodney C. Adkins
| o
| o
| o
| | | | | | | |
| | | | | | | | | | | | | | | |
| | 1a. | 1b.
Linda G. Alvarado | | o | o | o | | | | | |
| | | | | | | | | | | | | | | |
| | 1b. | Anne M. Busquet | o
| o | o | o | | The Board of Directors recommends you vote FOR the | For | For
Against | Against
Abstain | Abstain
|
| | | | | | | | | followingFOR proposals 2 and 3.
| | | | | |
| | | 1c.
| | | | | | | | | | | |
| | 1c. | Roger Fradin | o
| o | o | o | 2.
| 2. | Ratification of the Audit Committee’s appointmentAppointment of
the | o | o | o | |
| | | | | | | | | | Independent Accountants for 2012.2015. | | o
| o
| o
|
| | | | | | | | | | | | | | | |
| | 1d. | 1d.
| Anne Sutherland Fuchs | o
| o | o | o | 3.
| 3. | Advisory Vote to Approve Executive Compensation. | | o | o | o | |
| | | 1e.
| James H. Keyes
| o
| o
| o
| | | | | | | | |
| | 1e. | S. Douglas Hutcheson | | o | o | o | | | | | | | | | |
| | | 1f.
| Murray D. Martin
| o
| o
| o
| | | | | | | | | |
| | 1f. | Marc B. Lautenbach | | o | o | o | | | | | | | | | |
| | | 1g.
| | | | | | | | | | | | |
| | 1g. | Eduardo R. Menascé | | o | o | o | | | | | | | | |
| | | | | | | | | | | | | | | |
| | 1h. | Michael I. Roth | o
| o | o | o | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | 1i. | 1h.
| David L. Shedlarz | o
| o | o | o | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | 1j. | 1i.
| David B. Snow, Jr. | o
| o | o | o | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | 1j.
| Robert E. Weissman
| o
| o
| o
| | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Please indicate if you plan to attend this meeting. | o
| o | o | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | Yes | Yes
No | No
| | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |
| | | | | | |
| | | | | |
| | | | | |
| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date |
|
20122015 Annual Meeting of
Pitney Bowes Stockholders
May 14, 201211, 2015 9:00 a.m. Local Time
Pitney Bowes World HeadquartersHyatt Regency Hotel
1 Elmcroft Road, Stamford,1800 East Putnam Avenue, Old Greenwich, CT 06926-070006870
Upon arrival, please present this admission ticket and valid, government-issued
or acceptable photo identification
at the registration desk.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:Meeting of Stockholders
to Be Held on May 11, 2015:
The Notice and Proxy Statement and Annual Report to Stockholders, including the Report on Form 10-K
are available atwww.proxyvote.com.
M86863-P61236
Proxy Solicited on Behalf of Pitney Bowes Board of Directors
Annual Meeting of Stockholders May 11, 2015
Marc Lautenbach, Michael Monahan, Amy C. Corn, or any of them, with full power of substitution are hereby appointed proxies of the undersigned to vote all shares of common stock and $2.12 convertible preference stock of Pitney Bowes Inc. owned by the undersigned at the annual meeting of stockholders to be held in Old Greenwich, Connecticut, on May 11, 2015, including any continuation of the meeting caused by any adjournment, or any postponement of the meeting, upon such business as may properly come before the meeting, including items as specified on the reverse side.
The undersigned, if a participant in any of the Pitney Bowes 401(k) Plans (the “Plans”) for which T. Rowe Price Trust Company acts as directed Trustee (“Trustee”), hereby directs the Trustee to vote as indicated on the reverse side all Pitney Bowes common stock allocated to his or her account, as indicated on the reverse side, at the annual meeting of stockholders to be held in Old Greenwich, Connecticut, on May 11, 2015.
Shown on this card are all shares of common stock and $2.12 convertible preference stock registered in your name, held for your benefit in the dividend reinvestment plan and/or held for your benefit in the Plans. The shares represented hereby will be voted in accordance with the directions given by the stockholder.If a properly signed proxy is returnedwithout choices marked, the shares represented by this proxy registered in your name and/or held for your benefit in the dividend reinvestment plan will be voted FOR Items 1 through 3. If no proxy card is received or a properly signed proxy card properly executed is returned without choices marked, the plan shares represented by the proxy card will be voted with respect to Items 1 through 3 in the same proportion indicated by the properly executed voting instructions given by participants in the Plan (unless otherwise directed by the employer).
In their discretion, the proxies are authorized to vote in accordance with their judgment on such other business as may properly come before the meeting, including any continuation of the meeting caused by any adjournment, or any postponement of the meeting.
Please mark, date, sign, and promptly return this proxy in the enclosed envelope, which requires no postage if mailed in the U.S., or grant your proxy via telephone or Internet as described on the reverse side.
Continued and to be signed on reverse side
| | |
| Proxy Solicited on Behalf of Pitney Bowes Board of Directors
Annual Meeting of Stockholders May 14, 2012
| |
| | |
| Murray D. Martin, Michael Monahan, Amy C. Corn, or any of them, with power of substitution are hereby appointed proxies of the undersigned to vote all shares of common stock and $2.12 convertible preference stock of Pitney Bowes Inc. owned by the undersigned at the annual meeting of stockholders to be held in Stamford, Connecticut, on May 14, 2012, including any continuation of the meeting caused by any adjournment, or any postponement of the meeting, upon such business as may properly come before the meeting, including items as specified on the reverse side.
| |
| | |
| The undersigned, if a participant in any of the Pitney Bowes 401(k) Plans (the “Plans”) for which T. Rowe Price Trust Company acts as directed Trustee (“Trustee”), hereby directs the trustee to vote as indicated on the reverse side all Pitney Bowes common stock allocated to his or her account, at the annual meeting of stockholders to be held in Stamford, Connecticut, on May 14, 2012.
| |
| | |
| Shown on this card are all shares of common stock and $2.12 convertible preference stock registered in your name, held for your benefit in the dividend reinvestment plan and/or held for your benefit in the Plans. The shares represented hereby will be voted in accordance with the directions given by the stockholder.If a properly signed proxy is returned without choices marked, the shares represented by this proxy registered in your name and/or held for your benefit in the dividend reinvestment plan will be voted FOR Items 1 through 3 (unless otherwise directed). If no proxy card is received or a properly signed proxy card is returned without choices marked, the plan shares represented by the proxy card will be voted with respect to Items 1 through 3 in the same proportion indicated by the properly executed voting instructions given by participants in the Plans (unless otherwise directed by the employer).
| |
| | |
| In their discretion, the proxies are authorized to vote such other business as may properly come before the meeting, including any continuation of the meeting caused by any adjournment, or any postponement of the meeting.
| |
| | |
| Please mark, date, sign, and promptly return this proxy in the enclosed envelope, which requires no postage if mailed in the U.S., or grant your proxy via telephone or Internet as described on the reverse side.
| |
| | |
| Continued and to be signed on reverse side
| |
| | |