Amit Zavery
BROADRIDGE FINANCIAL SOLUTIONSAbout Amit K. Zavery
Independent Director at Broadridge Financial Solutions (BR) since 2019; age 54. Currently President, Chief Product Officer, and Chief Operating Officer of ServiceNow (since 2024). Former Vice President/GM and Head of Platform for Google Cloud (2019–2024), and previously held numerous senior leadership roles over 24 years at Oracle leading cloud platform, middleware, analytics, and global engineering teams. Core credentials: deep enterprise software product leadership, platform and middleware, financial literacy, international operations, and sales/marketing exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | President, Chief Product Officer, and COO | 2024–present | Leads product, operations; enterprise SaaS scaling |
| Google, LLC (Google Cloud) | VP/GM; Head of Platform | 2019–2024 | Led Google Cloud Platform strategy & delivery |
| Oracle Corporation | EVP/GM, Oracle Cloud Platform & Middleware; SVP roles; Group VP & GM (Integration); VP Product Mgmt & Strategy; Senior Director; Director | 1999–2019 (24 years) | Led product vision/design/dev/operations/go-to-market; oversaw 4,500+ engineers globally |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| ServiceNow, Inc. | President, Chief Product Officer, and COO | 2024–present | Current operating executive role |
| Google Cloud | VP/GM, Head of Platform | 2019–2024 | Prior executive leadership |
| Oracle Corporation | Senior product and GM roles | 1999–2019 | Prior executive leadership |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. No chair roles disclosed .
- Independence: Board affirmed all directors other than the CEO are independent under NYSE/SEC rules; Audit and Compensation Committees composed solely of independent directors .
- Attendance and engagement: 2025—100% Board meeting attendance and 99% Committee meeting attendance; meetings held: Board 6, Audit 8, Compensation 6, Governance & Nominating 5; independent directors held executive sessions at all regular Board and Committee meetings in 2025 .
- Board leadership and changes: Eileen K. Murray to serve as independent Chairperson following re-election; Audit Chair transitioning to Melvin L. Flowers post-AGM; Governance & Nominating membership changes for Annette Nazareth .
- Stockholder votes (2025 AGM): Zavery received 94,561,606 FOR, 1,268,914 AGAINST, 82,538 ABSTAIN; Say‑on‑Pay FOR 87,706,467 (≈91.5% of votes cast excluding broker non-votes); Auditor ratification FOR 101,741,761 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Fees earned for Board/Committee service |
| Committee chair fees | N/A | No chair roles disclosed |
| Meeting fees | Not disclosed | Proxy describes retainers; no per-meeting fees disclosed |
| Other compensation (matching gifts) | $9,900 | Company match to qualified charities |
- Director compensation program: Annual retainer increased by $20,000 in FY2025, split equally between cash and equity; equity retainer split evenly into DSUs and stock options; grants occur annually in November; DSUs and options vest at grant; options have 10-year term and exercise price equals closing price on grant date .
Performance Compensation
| Equity Type | FY2025 Grant Fair Value | Grant Timing | Vesting | Terms |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | $104,222 | Annual grant in November | Vest at grant | Settle in shares upon Board departure; credited with dividend equivalents |
| Stock Options | $104,352 | Annual grant in November | Vest at grant | 10‑year term; exercise price = closing price on grant date |
- Deferrals: Zavery deferred cash compensation into 533 DSUs under the Director Deferred Compensation Plan in FY2025 .
- Note: Director equity awards are time-vested (not performance-conditioned); Broadridge prohibits option repricing without stockholder approval and discounts, aligning governance practices .
Other Directorships & Interlocks
No other public company directorships for Amit Zavery disclosed in the proxy; no disclosed interlocks with BR competitors/suppliers/customers beyond employment affiliations noted above .
Expertise & Qualifications
- Skills highlighted: Independence; Technology; Financial Expertise/Literacy; Sales/Marketing; International Business Experience .
- Board matrix confirms strong alignment with BR’s strategy in technology and financial services .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 22,495 | Includes DSUs and stock options exercisable within 60 days |
| Percentage of shares outstanding | * | Less than 1% (<1%) |
| DSUs outstanding | 3,487 | As of June 30, 2025; includes dividend equivalents (excludes DSUs from deferred cash elections) |
| Stock options outstanding (exercisable) | 14,763 | As of June 30, 2025 |
| Hedging/pledging | Prohibited | Company Insider Trading Policy prohibits hedging/pledging by directors |
| Director ownership guidelines | 10x annual cash retainer | Must retain ≥50% net profit shares until guideline met; company states all non‑management directors have met the multiple except two who joined since 2019 (not individually identified) |
Governance Assessment
- Board effectiveness: Zavery’s technology and platform leadership strengthens Audit oversight of cybersecurity/data privacy and Compensation oversight of human capital strategy. His dual membership on Audit and Compensation aligns with BR’s emphasis on risk, technology, and pay design rigor .
- Independence and attendance: Independent, with full attendance and regular executive sessions—supports objective oversight and investor confidence .
- Compensation alignment: Director pay balanced between cash and equity with stock ownership guidelines and holding requirements; grants are time‑vested (no performance metrics), but retention/holding rules and prohibition on hedging/pledging mitigate alignment risks .
- Potential conflicts/related‑party exposure: Despite Zavery’s senior role at ServiceNow, BR disclosed no related‑party transactions exceeding $120,000 in FY2025; policy requires Audit Committee review of any related‑party activity and pre‑approves certain transactions where director interest arises solely from service at another entity .
- Say‑on‑Pay signals: Continued high support—2024 Say‑on‑Pay ≈89.2% FOR; 2025 FOR 87,706,467 vs AGAINST 8,019,679 (≈91.5% FOR of votes cast excluding broker non‑votes)—indicates shareholder confidence in compensation governance .
- Compensation committee practices: Use of independent consultant (FW Cook); committee confirmed consultant independence; robust clawback policy expanded in FY2025 to include time‑vested equity, discretionary bonuses, and severance under certain conditions .
RED FLAGS
- Late Section 16 Form 4 filings for all non‑management directors related to dividend equivalents on DSUs (due Jan 7, 2025; filed Jan 10, 2025) due to administrative error; not indicative of misconduct but worth monitoring disclosure controls .
- No related‑party transactions >$120k and hedging/pledging prohibitions mitigate common governance red flags .
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Jan 10, 2025 | Form 4 (late) | Dividend‑equivalent DSU credits | All non‑management directors’ filings late due to administrative error; originally due Jan 7, 2025 |
Compensation Committee Analysis
| Aspect | Details |
|---|---|
| Composition | Chair: Maura A. Markus; Members: Keller, Nazareth, Zavery (Nazareth to move to GNC post‑AGM) |
| Meetings (FY2025) | 6 |
| Consultant | FW Cook; independent; no conflicts; advises on executive and director pay, metrics, peer group |
| Key policies | Robust clawback (expanded FY2025); no hedging/pledging; no option repricing without shareholder approval; double‑trigger CIC plan; stock ownership and retention requirements |
Director Compensation Summary (FY2025)
| Component | Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Amit K. Zavery | 125,000 | 104,222 | 104,352 | 9,900 | 343,474 |
Board Committee Memberships
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Audit Committee | Member | Independent; all members independent; financial literate; oversight of internal controls, reporting, risk, cybersecurity | 8 meetings in FY2025; quarterly cybersecurity updates by CISO |
| Compensation Committee | Member | Independent; uses FW Cook; oversees exec pay, director pay, human capital | 6 meetings in FY2025 |
Say‑on‑Pay & Shareholder Feedback
| Year | FOR (%) / Votes | AGAINST (%) / Votes | ABSTAIN | Notes |
|---|---|---|---|---|
| 2024 | ~89.2% FOR (votes cast) | — | — | Continued strong support |
| 2025 | ≈91.5% FOR; 87,706,467 FOR | 8,019,679 AGAINST | 186,912 | Broker non‑vote 7,782,880 |
Related Party Transactions
- Policy requires Audit Committee review/approval; FY2025 disclosed no related‑party transactions >$120,000; policy pre‑approves certain transactions where director interest derives solely from service on another entity’s board .
Governance & Stockholder Rights Highlights
- Majority independent board; annual elections with majority voting and resignation policy; proxy access; special meeting right at 20%; committee charters reviewed annually; limits on audit committee memberships and total public boards for directors .
Notes on Ownership Alignment
- Director stock ownership guidelines: 10x annual cash retainer; holding requirement of ≥50% net profit shares until guideline met; company notes all non‑management directors have met the multiple except two who joined since 2019 (not identified individually) .
- Insider Trading Policy prohibits hedging/pledging and requires pre‑clearance within defined window periods .
Overall Investor Implications
- Strong independence, attendance, and committee oversight reduce governance risk; Zavery’s enterprise cloud/product expertise is additive for BR’s strategy and risk oversight. Compensation practices and stockholder support (consistent Say‑on‑Pay approval) indicate alignment with investor expectations. No material related‑party exposures disclosed, and restrictive policies (clawbacks, hedging/pledging bans) further support governance quality .