Hope Jarkowski
BROADRIDGE FINANCIAL SOLUTIONSAbout Hope Jarkowski
Hope M. Jarkowski (age 50) is Corporate Vice President and Chief Legal Officer at Broadridge (joined May 2024). She leads legal, compliance, regulatory, and government affairs and serves as primary legal advisor to senior management and the Board. Previously General Counsel of the NYSE (2022–Apr 2024), Head of Equities at NYSE (2020–2022), and Co‑Head of Regulatory Affairs at Intercontinental Exchange (2016–2020) . During FY2025 (her first full fiscal year at BR), company revenue grew from $6.51B to $6.89B and EBITDA increased; cumulative TSR (FY2020 base) reached $209.37 by FY2025, with Adjusted EPS of $8.55, supporting a pay-for-performance framework in which her FY2025 annual bonus paid at 95% of target . Revenues cited below; EBITDA marked as SPGI.
| Performance Context | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($USD) | $6,506,800,000 | $6,889,100,000 |
| EBITDA ($USD) | $1,495,000,000* | $1,686,700,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| New York Stock Exchange (NYSE) | General Counsel | 2022–Apr 2024 | Led legal counsel and regulatory strategy across NYSE business segments |
| NYSE | Head of Equities | 2020–2022 | Drove strategy, product development, and key client relationships in equities |
| Intercontinental Exchange (ICE) | Co‑Head of Regulatory Affairs | 2016–2020 | Led regulatory policy across ICE; market structure and compliance engagement |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Depository Trust & Clearing Corporation (DTCC) | Director | 2022–2024 | Board service at a critical market infrastructure provider |
| Junior Achievement USA | National Board of Directors | Current | Non-profit education and youth engagement |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $90,362 | $580,000 | |
| Target Bonus (% of Base) | Not disclosed for FY24 | 90% | |
| All Other Compensation ($) | $2,649 | $29,986 | |
| Perquisites detail (FY25) | – | Car allowance, spouse travel on business trips; 401(k)/ERSP contributions; insurance; $5,500 company charitable match |
Multi‑year summary compensation (pay mix signal):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 90,362 | 200,000 (sign‑on) | 1,556,486 | 827,214 | 84,709 | 2,649 | 2,761,420 |
| 2025 | 580,000 | — | 728,358 | 784,178 | 495,096 | 29,986 | 2,617,618 |
Deferred compensation (alignment and deferral behavior, FY2025): Executive deferrals $17,400; company contributions $1,450; aggregate ERSP balance $20,136 .
Performance Compensation
Annual cash incentive (FY2025 design, weights company-wide): 70% Financial (Fee‑Based Revenue 10%; Adjusted EBT 30%; Closed Sales 20%; Client Onboarding 10%), 5% Client Satisfaction, 25% Strategic & Leadership .
Her FY2025 annual incentive outcome:
| Metric | Weight | Target | Actual | Payout Driver |
|---|---|---|---|---|
| Financial (Fee‑Based Revenue, EBT, Closed Sales, Client Onboarding) | 70% | Committee‑set (threshold/target/max) | 92% of target | Underperformance on Client Onboarding relative to ambitious target |
| Client Satisfaction (NPS) | 5% | Midpoint set at +3% YoY | 100% of target | Achieved target NPS |
| Strategic & Leadership | 25% | CEO‑aligned priorities | 101% of target | Strong strategic/leadership assessment |
| Total Annual Bonus Payout | — | 100% | 95% of target; $495,096 on $522,000 target (base $580,000 x 90%) | Aggregate factor application |
Long‑term incentives (LTI) structure and FY2025 grants:
- Mix: 50% PRSUs (3‑year performance on Compensation‑Adjusted EPS), 50% stock options (4‑year ratable vest) .
- FY2025 PRSU grant (10/1/2024): Target 3,558 units (range 1,779–5,337; 0–150% payout), vests 10/1/2027; grant date FV $728,358 .
- FY2025 stock options (2/4/2025): 12,473 options at $240.59 strike; 10‑year term; 25% annual vest; FV $784,178 .
- Sign‑on equity (5/16/2024): Stock options 16,303 total (exercisable 4,075; unexercisable 12,228) at $204.03; time‑based RSUs vest 2,879 on 4/1/2026; remainder on 4/1/2027 .
| LTI Element | Weight | Metric | Target/Payout | Vesting |
|---|---|---|---|---|
| PRSUs (FY2025 grant) | 50% | Comp‑Adjusted EPS | 0–150% of target (3,558 units target) | Cliff vest 10/1/2027 after 3‑yr performance |
| Stock Options (FY2025 grant) | 50% | Stock price appreciation | N/A (intrinsic value) | 25% per year over 4 years; 10‑yr term |
Governance features: Robust clawback expanded in FY2025 to include time‑vested equity, discretionary bonuses, and severance; recovery for restatements, misconduct, or materially inaccurate performance calculations . No tax gross‑ups on CIC; no option repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 4,076 shares; less than 1% of outstanding |
| Included options within 60 days | 4,075 shares underlying options counted in beneficial ownership |
| Outstanding options (exercisable) | 4,075 @ $204.03 exp. 5/16/2034 |
| Outstanding options (unexercisable) | 12,228 @ $204.03 exp. 5/16/2034; 12,473 @ $240.59 exp. 2/4/2035 |
| Unvested equity awards | PRSUs: 3,558 (payout value ref. $864,701 at $243.03) ; Time‑based RSUs: 3,916 (payout value $951,705) |
| Ownership guidelines | All other executive officers: 2x base salary; retention: hold 50% of net shares until met; 1‑year post‑meeting 50% hold after met |
| Compliance status | 78% of executive officers met multiples; remaining (appointed within last two years) progressing |
| Hedging/pledging | Prohibited; pre‑clearance required; window periods enforced |
Vesting timeline (potential selling pressure dates):
- RSUs: 4/1/2026 (2,879 units), 4/1/2027 (remainder) .
- PRSUs: 10/1/2027 subject to performance (FY2025–FY2027 cycle) .
- Options: 25% annually from 2/4/2026 and 5/16/2025, respectively .
No pledging or hedging allowed mitigates forced‑sale risk .
Employment Terms
- Employment status: At‑will (no individual employment agreement) .
- Severance (non‑CIC, Officer Severance Plan): 18 months base salary; prorated annual bonus based on actual results; continued vesting during severance period (PRSU/RSU pro‑rated if pre‑performance end) . Non‑compete and other restrictive covenants apply for 18 months (non‑CEO) .
- Change‑in‑Control (CIC Plan, double trigger): Cash severance = 150% of “current total annual compensation” (salary plus average of last two annual bonuses) plus pro‑rata bonus; 100% vesting of unvested stock options and time‑based RSUs; PRSUs vest at target (if CIC in years 1–2) or based on actual performance to the most recently completed fiscal quarter (if CIC in year 3) . Illustrative total for Ms. Jarkowski (if terminated without cause/for good reason within 2 years of CIC as of 6/30/25): $3,688,828 (cash + equity vesting) .
- Clawback: Mandatory recovery for accounting restatements; discretionary recovery up to all recoupable compensation for misconduct causing financial/reputational harm; covers time‑vested equity, discretionary bonuses, and severance .
- Insider trading policy: Pre‑clearance, window periods; prohibits short sales, derivatives, hedging, and pledging .
- Related party transactions: None >$120,000 in FY2025 .
- Tax gross‑ups: None provided on CIC .
Investment Implications
- Pay‑for‑performance alignment: FY2025 bonus paid at 95% of target, consistent with company results (Financial 92%, Client Sat 100%, Strategic 101% for Ms. Jarkowski), indicating a calibrated plan that flexes with execution . The LTI mix is balanced (50% PRSUs on 3‑year Comp‑Adjusted EPS; 50% options), tightly linking value to multi‑year earnings growth and share price appreciation .
- Retention profile and selling pressure: Meaningful unvested equity (PRSU cliff in 2027; time‑based RSUs in 2026/2027; multi‑tranche options vesting through 2029/2035) creates retention hooks and staggered liquidity points; hedging/pledging prohibitions reduce alignment risk .
- Change‑of‑control economics: Double‑trigger terms with 1.5x cash multiple and full equity vesting (PRSU performance treatment) are shareholder‑standard; no tax gross‑ups mitigates governance risk .
- Ownership alignment: Beneficial ownership is de minimis today (<1%) but policy requires building to 2x salary with holding requirements; company reports most executives meet guidelines, with recent appointees progressing—consistent with her 2024 start .
- Company context during tenure: FY2025 revenues rose to $6.89B and EBITDA increased; TSR and Adjusted EPS trends back the program’s structure and payouts, reducing concerns of pay inflation absent performance . Values retrieved from S&P Global for EBITDA.
Appendix: Key Award and Ownership Tables (Hope M. Jarkowski)
- FY2025 Annual Incentive Calculation (from company table): Base $580,000; Target 90% ($522,000); Earned 95% ($495,096) .
- FY2025 Grants: PRSU target 3,558 (min 1,779, max 5,337), FV $728,358; Options 12,473 @ $240.59, FV $784,178 .
- Outstanding Equity (6/30/2025): Options 4,075 exercisable @ $204.03 (5/16/2034); 12,228 unexercisable @ $204.03 (5/16/2034); 12,473 unexercisable @ $240.59 (2/4/2035); PRSUs 3,558 (payout value $864,701 at $243.03); Time‑based RSUs 3,916 (value $951,705) .
- Beneficial Ownership: 4,076 shares; <1% .
SAY‑ON‑PAY AND PEER GROUP
- Say‑on‑Pay support: ~89.2% in 2024—continued strong support .
- Compensation peer group (FY2025 benchmarking): Equifax; Euronet Worldwide; FactSet; FIS; Fiserv; Gartner; Global Payments; Intercontinental Exchange; Jack Henry; Paychex; SS&C Technologies; Verisk; Western Union .