Brett Keller
BROADRIDGE FINANCIAL SOLUTIONSAbout Brett A. Keller
Independent director at Broadridge Financial Solutions since 2015; age 57 as of August 14, 2025. Currently CEO of priceline.com LLC (a subsidiary of Booking Holdings); previously COO (2015–2016) and CMO (2002–2015) at Priceline, VP/Director (1999–2002), and Director of online travel services at Cendant (1997–1999). Areas of board-relevant expertise include sales/marketing, technology, international business, financial literacy, and cybersecurity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| priceline.com LLC | Chief Executive Officer | Since 2026 | Leads online travel services strategy; subsidiary of Booking Holdings |
| priceline.com LLC | Chief Operating Officer | 2015–2016 | Operational leadership |
| priceline.com LLC | Chief Marketing Officer | 2002–2015 | Global branding, distribution, product development, data initiatives |
| Priceline | VP/Director | 1999–2002 | Senior leadership |
| Cendant | Director, Online Travel Services | 1997–1999 | Consumer services platform role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tech:NYC | Board of Directors | Since 2023 | Tech policy and advocacy |
| US Travel Association | Executive Board | Since 2025 | Industry body governance |
| BYU Marriott School of Management | National Advisory Council Member | N/A | Advisory capacity |
Board Governance
- Independence: Board determined Keller is independent under NYSE/SEC rules; all directors other than CEO Timothy Gokey are independent .
- Committee memberships: Audit Committee and Compensation Committee member (not chair). Audit (8 meetings in 2025); Compensation (6 meetings in 2025) .
- Attendance: Each incumbent director attended 100% of Board meetings and 99% of their Committee meetings in 2025; annual meeting attendance policy in place and all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairperson model; pending re-election, Eileen Murray serves as Chairperson, with regular executive sessions of independent directors at all scheduled Board/Committee meetings .
- Election signal: Keller received 94,268,327 “FOR” votes, 1,564,068 “AGAINST”, 80,663 “ABSTAIN” (broker non-votes 7,782,880) at the Nov 13, 2025 annual meeting, indicating strong support .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Quarterly cash retainer; directors may defer into DSUs |
| All Other Compensation | $10,000 | Matching Gift Program (company match up to $10,000; increased to $15,000 effective July 2025) |
| Total Cash/Other | $135,000 | FY2025 total |
Program structure and governance:
- FY2025 annual retainer increased by $20,000, split equally between cash and equity; equity retainer split evenly between DSUs and stock options; grants in November; DSUs and options vest at grant; cash paid quarterly .
- Stockholder-approved cap on non-management director pay: $750,000 per fiscal year; program below this limit .
- FW Cook serves as independent compensation consultant to the Compensation Committee; confirmed independent and with no conflicts of interest .
Performance Compensation
| Equity Component | FY2025 Grant-Date Fair Value | Terms/Alignment |
|---|---|---|
| Stock Awards (DSUs) | $104,222 | Granted annually; fully vested upon grant; settle in Common Stock upon board departure; credited with dividend equivalents |
| Option Awards | $104,352 | Exercise price = grant-date close; 10-year term; fully vested on grant for directors; options expire earlier of term or 3 years post-board service |
| Total Equity Value | $208,574 | DSUs + Options fair value for FY2025 |
Additional detail and alignment features:
- DSU deferral from cash: Keller elected to defer cash compensation into 545 DSUs in FY2025 under the Director Deferred Compensation Plan .
- Options and DSUs are designed to align with shareholder value creation via stock price appreciation and ownership continuity; options priced at FMV; DSUs settle post-service .
Compensation Committee oversight of pay-for-performance (relevant to Keller’s committee role):
- Annual NEO incentive metrics: 70% Financial (Compensation Adjusted Fee-Based Revenue, Adjusted EBT, Closed Sales, Client Onboarding), 5% Client Satisfaction (Net Promoter Score), 25% Strategic/Leadership; PRSUs on 3-year performance (average Compensation Adjusted EPS), with FY2026 adding organic Recurring revenue growth to PRSU metrics .
- FY2025 NEO annual incentive results (illustrative governance outcome): payouts ranged ~95–98% of target; detailed amounts per NEO shown below .
| NEO | Base Salary (6/30/25) | Target % | Target ($) | Earned % of Target | Earned ($) |
|---|---|---|---|---|---|
| Timothy C. Gokey | $1,080,000 | 150% | $1,620,000 | 96% | $1,552,705 |
| Ashima Ghei | $600,000 | 84% | $503,342 | 96% | $482,434 |
| Christopher J. Perry | $764,400 | 150% | $1,146,600 | 96% | $1,098,971 |
| Thomas P. Carey | $655,292 | 125% | $819,115 | 98% | $801,547 |
| Hope M. Jarkowski | $580,000 | 90% | $522,000 | 95% | $495,096 |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock |
|---|---|---|---|
| Public company boards | Public | None disclosed | N/A |
| Tech:NYC | Non-profit/association | Director | None disclosed with BR |
| US Travel Association | Industry association | Executive Board | None disclosed with BR |
| BYU Marriott School NAC | Academic advisory | Council Member | None disclosed with BR |
Related-party safeguards and outcomes:
- Written Related Party Transactions Policy with Audit Committee review/approval; no related party transactions >$120,000 in FY2025 .
Expertise & Qualifications
- Skills matrix indicates Keller brings Independence, Sales/Marketing, Technology, International Business, Financial Expertise/Literacy, and Cybersecurity experience to support oversight of strategy and risk .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 42,309 | Includes options exercisable within 60 days; <1% of outstanding |
| Options Outstanding (exercisable) | 26,424 | As of June 30, 2025 |
| DSUs Outstanding | 8,392 | As of June 30, 2025; excludes DSUs from deferred cash |
| Ownership % of Outstanding | <1% | Based on 117,129,320 shares outstanding |
Ownership alignment and policies:
- Director stock ownership guidelines: 10x annual cash retainer; directors must retain at least 50% of net profit shares until guideline met; company reports all non-management directors have met the multiple other than two who joined since 2019 and are progressing .
- Hedging/pledging prohibited under Insider Trading Policy; pre-clearance required; window-period trading controls; margin/pledge bans enhance alignment .
Governance Assessment
- Strengths: Clear independence; strong attendance; dual committee service (Audit and Compensation) in risk, controls, and pay governance; robust director ownership guidelines; disciplined director pay capped and balanced between cash/equity; independent compensation consultant; regular executive sessions; strong shareholder support in 2025 vote for Keller and say-on-pay .
- Potential risk considerations: Time commitments as a sitting CEO of priceline.com LLC, though no public-company CEO limits are triggered and no related party transactions were flagged in FY2025; monitor continued committee workload and evolving committee leadership changes (Audit Chair transition to Flowers post-2025) .
- RED FLAGS: None material disclosed. Note: Form 4 for quarterly DSU dividend equivalents was filed late for all non-management directors (including Keller) due to administrative error (due Jan 7, 2025; filed Jan 10, 2025) — minor administrative issue, not substantive .
Say-on-Pay & Shareholder Feedback:
- 2024 say-on-pay approval ~89.2% “FOR,” supporting alignment of pay and performance; 2025 say-on-pay at the annual meeting passed with 87,706,467 “FOR,” 8,019,679 “AGAINST,” 186,912 “ABSTAIN” .
Stockholder Engagement:
- Active engagement program with institutional and retail investors; governance dialogues led by CLO/Corporate Secretary; retail investor update calls hosted on virtual platform .