Ashima Ghei
BROADRIDGE FINANCIAL SOLUTIONSAbout Ashima Ghei
Ashima Ghei, age 45, is Corporate Vice President and Chief Financial Officer of Broadridge, appointed December 16, 2024 after serving as Interim CFO since July 1, 2024; she joined Broadridge in January 2022 after an 18-year career at American Express, most recently as Head of Merchant Pricing for the Americas (2017–2021) . She holds an undergraduate degree in Economics from Delhi University and an MBA from the Indian Institute of Management Calcutta . In FY2025, Broadridge reported 7% Recurring revenue growth (constant currency) and 11% Adjusted EPS growth, and NEO annual cash incentives paid 95%–98% of target, evidencing pay-for-performance alignment that applied to Ms. Ghei’s payout as well (96% of target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Broadridge Financial Solutions | CFO (Principal Financial Officer and Principal Accounting Officer) | Dec 16, 2024 – present | Approved to participate in Officer Severance Plan and CIC Plan; eligible for annual PRSUs and stock options per standard officer terms . |
| Broadridge Financial Solutions | Interim CFO | Jul 1, 2024 – Dec 15, 2024 | Led global Finance team; instrumental in financial strategy and execution in 1H FY25 . |
| Broadridge – Investor Communication Solutions (ICS) | CFO, ICS | Jan 2022 – Jun 2024 | Led investment optimization, product profitability, pricing, contract negotiation, planning and analytics; contributed to profitable growth including M&A in Governance . |
| American Express | Head of Merchant Pricing, Americas (among roles in 18-year tenure) | 2017 – 2021 (AmEx total 18 years) | Led regional merchant pricing; senior finance and strategy roles across AmEx . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | $458,790 | $600,000 (30.8% increase) |
| Target annual cash incentive (% of base) | — | 84% weighted average for FY2025 due to 65% MBO through Dec 15, 2024 and 100% Officer Bonus Plan from Dec 16, 2024 |
| Actual annual incentive earned ($) | — | $482,434 (96% of target) |
| Salary actually paid in FY2025 (Summary Comp Table) | — | $547,700 |
Notes: Ms. Ghei’s base salary increased in connection with her Interim CFO appointment (Sep 2024) and again upon CFO appointment in Dec 2024 .
Performance Compensation
Annual Cash Incentive design and FY2025 results
| Component | Weighting | FY2025 achievement / payout |
|---|---|---|
| Financial goals (aggregate) | 70% (split: Fee-Based Revenue 10%, Adjusted EBT 30%, Closed Sales 20%, Client Onboarding 10%) | 92% achievement used for payout |
| Client Satisfaction (NPS) | 5% | 100% of target |
| Strategic & Leadership | 25% | 105% of target for NEOs; Ms. Ghei overall payout 96% of target |
| Overall payout | 100% | 96% of target; earned $482,434 |
Additional detail (Client Onboarding): FY2025 Client Onboarding achievement was 82% of target, but calculated at 69.7% for compensation due to plan slope methodology .
Long-term equity incentives (structure and Ms. Ghei’s FY2025 awards)
| Grant date | Type | Shares/Options | Exercise price | Grant date fair value | Vesting/Performance |
|---|---|---|---|---|---|
| Oct 1, 2024 | PRSUs (FY2025 annual PRSU) | Threshold 355; Target 711; Max 1,066 | — | $145,549 | 3-year performance period (FY2025–FY2027) on average Compensation Adjusted EPS; vests Oct 1, 2027 subject to performance; earnout 0%–150% . |
| Feb 4, 2025 | Stock Options (FY2025 annual options) | 14,137 options | $240.59 | $888,793 | 25% per year over 4 years from grant date; 10-year term; options at FMV . |
| Jun 27, 2024 | Time-based RSUs (CFO appointment) | — | — | — | Vest in full on Jun 27, 2026 . |
| Oct 1, 2023 | Time-based RSUs (pre-CFO annual) | — | — | — | Vest in full on Oct 1, 2026 . |
Program structure and targets:
- Executive LTI targets are typically split 50% PRSUs and 50% stock options .
- Upon appointment to CFO, Ms. Ghei’s annual long-term incentive target increased to $1,700,000, split evenly between PRSUs and options, beginning calendar 2025; the company also disclosed annual equity value targets of $850,000 PRSUs vesting in 2028 and $850,000 options with standard four-year vesting .
- In FY2025, prior to the increase, Ms. Ghei received $150,000 in PRSUs and $850,000 in stock options, reflecting transition timing .
Realized equity in FY2025:
- Vested stock awards: 1,759 shares; value realized $430,462; no options exercised .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jul 31, 2025) | 6,619 shares; includes 2,662 shares subject to options exercisable within 60 days . |
| Ownership as % of shares outstanding | ~0.0056% (6,619 / 117,129,320) . |
| Stock ownership guidelines | CFO must hold stock equal to 3x base salary; 50% of net shares from exercises/vestings must be retained until the guideline is met; then 50% of future net shares must be held for one year . |
| Compliance status (company-wide) | As of June 30, 2025, 78% of executive officers met their ownership multiples; remaining executives were appointed within the last two years and are progressing . |
| Hedging and pledging | Prohibited for executives; also bans margin accounts/pledges and certain derivative hedges . |
| Trading controls | Pre-clearance required; transactions allowed only during defined window periods when not in possession of MNPI . |
Implications for selling pressure:
- Key vesting dates include: RSUs on Jun 27, 2026 and Oct 1, 2026; PRSUs on Oct 1, 2027 (subject to performance); annual option tranches vesting 25% each year from Feb 4, 2026–Feb 4, 2029, subject to window/clearance .
- Pledging/hedging bans and retention requirements reduce forced-selling risk signals .
Employment Terms
- Employment status: At-will (no individual employment agreement); NEOs participate in Officer Severance Plan and Change in Control Severance Plan (CIC Plan) .
- Clawback: Expanded in FY2025 to cover time-vested equity, discretionary bonuses, and severance payments in cases of restatements due to intentional acts or other enumerated misconduct; also covers materially inaccurate performance calculations .
- Hedging/pledging: Prohibited for executives (see above) .
Severance economics
- CIC Plan (double trigger): If terminated without cause or for good reason within 2 years post-CIC, pays 150% of current total annual compensation (highest recent base salary + average bonus of last two years), a prorated annual bonus for the year of termination, and accelerates 100% of unvested options and time-based RSUs; PRSUs vest at target if CIC in years 1–2 of cycle or based on actual performance to the last completed quarter if in year 3; potential 280G cutback applies .
- Officer Severance Plan (non-CIC): 18 months’ base salary for NEOs (24 months for CEO), bonus for fiscal year of termination (prorated for NEOs), continued vesting during severance period with PRSU/RSU proration; restrictive covenants include non-compete and non-solicit during the 18-month severance period for NEOs .
Illustrative potential payouts (as of Jun 30, 2025)
| Scenario | Cash | Equity vesting value | Health/SORP | Total |
|---|---|---|---|---|
| CIC termination (within 2 yrs post-CIC) | $1,382,434 | $1,201,160 | — | $2,583,594 |
| Involuntary termination without cause (non-CIC) | $1,382,434 | $627,020 | — | $2,009,454 |
Definitions (abbrev.): CIC, cause, and good reason per plan; includes location move >50 miles and material compensation reduction; see plan summary for precise terms .
Investment Implications
- Pay-for-performance alignment: FY2025 cash incentive design (70% financial metrics, 5% client satisfaction, 25% strategic/leadership) paid at 96% for Ms. Ghei amid 7% Recurring revenue growth (cc) and 11% Adjusted EPS growth, consistent with plan calibration and performance delivery .
- Retention and overhang: Significant unvested equity extends through 2029 (options vest annually 2026–2029; PRSUs vesting in 2027; new PRSUs vest 2028), plus 3x salary ownership guideline and 50% net-share retention bolster alignment and reduce near-term turnover risk .
- Selling pressure timing: Watch pre-cleared windows around scheduled vest dates (Jun 27, 2026; Oct 1, 2026/2027; annual option tranches in early February), but note strict windowing and pre-clearance reduce opportunistic trading risk .
- Change-of-control economics: Double-trigger at 1.5x current total annual comp plus equity vesting/prorated bonus is moderate; no tax gross-ups and repricing prohibitions are governance positives, and robust clawback coverage further mitigates downside risk .
- Governance and risk signals: Hedging/pledging prohibited, strong ownership guidelines (CFO 3x salary), and no related-party transactions in FY2025 indicate low governance red flags around compensation alignment for the CFO role .