Annette Nazareth

About Annette L. Nazareth

Annette L. Nazareth is an independent director of Broadridge Financial Solutions (BR), serving since 2021. She is 69 years old as of August 14, 2025, and is designated an audit committee financial expert; she currently sits on the Audit and Compensation Committees and, pending re‑election, will move to the Governance & Nominating Committee and leave Compensation . Nazareth is Senior Counsel at Davis Polk & Wardwell and a former SEC Commissioner, bringing deep legal, regulatory, and market structure expertise to Broadridge’s board .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed all directors other than the CEO are independent under NYSE and SEC rules; Nazareth is independent .
• Committee assignments (2025): Audit and Compensation; pending re‑election, member of Governance & Nominating and no longer on Compensation .
• Audit Committee qualification: Identified by the Board as an “audit committee financial expert” (SEC definition); all Audit members are independent .
• Attendance and engagement (FY2025): Each incumbent director attended 100% of Board meetings and 99% of their committee meetings; Board held 6 meetings, Audit 8, Compensation 6, Governance & Nominating 5 .

Fixed Compensation

• Structure: Non‑management director compensation includes annual cash retainer and equity split evenly between deferred stock units (DSUs) and stock options; annual retainer increased by $20,000 for FY2025, split equally between cash and equity; DSUs and stock options granted annually in November and vest at grant; options have 10‑year term with exercise price = grant date closing price .
• Stockholder cap: Annual director pay capped at $750,000 under the 2018 Omnibus Plan; current program below cap .
• Stock ownership guidelines: Directors are expected to hold 10× annual cash retainer via common stock or DSUs; Company reports all non‑management directors met the multiple except two who joined since 2019 (names not specified) .

Additional details:

• DSU dividend equivalents credited quarterly; DSUs and options for directors vest upon grant; options expire at the earlier of option term or 3 years post‑board departure .
• Nazareth elected to defer part of cash compensation into DSUs: 545 DSUs in FY2025 .
• Matching Gift Program company match increased to $15,000 per calendar year effective July 2025 (table reflects prior $10,000 cap in FY2025) .

Performance Compensation

• Director equity design is not performance‑based: Annual equity split (DSUs/options) vests at grant; no performance metrics apply to director grants .
• Company’s performance metrics apply to NEOs (not directors): Adjusted EPS (PRSUs), Fee‑Based Revenue, Adjusted EBT, Closed Sales, Client Onboarding, Client Satisfaction; these do not govern director pay .

Other Directorships & Interlocks

• Current public company directorships for Nazareth: None disclosed beyond Broadridge; former SPAC/fintech board roles suggest financial technology network exposure .
• Related‑party transactions: Company reports no related party transactions >$120,000 in FY2025; policy requires Audit Committee review/approval of any such transactions .

Expertise & Qualifications

• Skills matrix: Legal/Regulatory/Government, Corporate Governance, Financial Services, Financial Expertise/Literacy, International business; Independence affirmed .
• Audit Committee financial expert designation under SEC rules .

Equity Ownership

Additional notes:

• Section 16(a): Form 4 filings related to DSU dividend equivalents for all non‑management directors (including Nazareth) were filed three days late due to administrative error; subsequently filed Jan 10, 2025 .

Governance Assessment

• Board effectiveness and independence: Nazareth is independent, an SEC‑defined audit committee financial expert, and actively engaged via committee service and perfect Board attendance; committee attendance aligns with high engagement standards (Board 100%, committees 99%) .
• Committee alignment and oversight: Her transition to Governance & Nominating adds policy and sustainability oversight to her legal/regulatory skill set; Audit responsibilities include internal controls, financial reporting integrity, cybersecurity oversight, and compliance, supporting investor confidence in risk governance .
• Compensation and alignment: Director pay structure mixes cash and equity (DSUs/options), immediate vesting standard for directors, with stockholder‑approved annual cap and stringent director ownership guidelines (10× cash retainer), reinforcing alignment; Nazareth also defers cash into DSUs, increasing equity exposure .
• Signals and red flags:
  • RED FLAG (minor administrative): Late Section 16 filings for DSU dividend equivalents due to administrative error; promptly corrected; low severity but noted for completeness .
  • No related‑party transactions >$120,000 in FY2025; robust policy framework under Audit Committee oversight .
  • Hedging/pledging prohibited; strong clawback and governance policies at the company level mitigate incentive risk, though these primarily apply to executives rather than directors .
• Broader shareholder sentiment: 2024 Say‑on‑Pay support at ~89.2% indicates general investor approval of compensation governance; while focused on NEOs, it contributes to the overall governance environment Nazareth oversees as a Compensation Committee member in FY2025 .

Implications: Nazareth’s regulatory pedigree and audit expertise strengthen Broadridge’s oversight of financial reporting, compliance, and cyber risk. Her committee transition broadens governance coverage. Equity deferrals and ownership guidelines support alignment, with no material conflicts disclosed in FY2025, underpinning investor confidence in board independence and integrity .