Maura Markus
BROADRIDGE FINANCIAL SOLUTIONSAbout Maura A. Markus
Independent director of Broadridge Financial Solutions since 2013; age 67 as of August 14, 2025. Former President and COO of Bank of the West (2010–2014) and held multiple senior roles over 22 years at Citigroup, including Head of International Retail Banking and President, Citibank North America. At BR, she chairs the Compensation Committee and serves on the Audit Committee; the Board has affirmed her independence and designated her an Audit Committee financial expert. 2025 attendance was strong (100% Board; 99% Committees), supporting investor confidence and oversight quality.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of the West | President & COO; Board member | 2010–2014 | Led operations and governance at a major U.S. bank (background detailed in proxy). |
| Citigroup | Multiple senior roles: Head of International Retail Banking; President, Citibank North America; Chairman, Citibank West; European Sales & Marketing Director (Brussels); President, consumer business in Greece | ~22 years | Global retail banking leadership; international expansion; marketing and sales oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stifel Financial Corp. | Director | Since 2016 | Current public company directorship. |
| Diebold Nixdorf, Incorporated | Director | Since 2024 | Current public company directorship. |
| College of Mount Saint Vincent | Trustee | Not specified | Non-profit governance experience. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Markus is independent under NYSE and SEC rules. |
| Committees | Compensation (Chair); Audit (member). |
| Audit Expertise | Identified as Audit Committee financial expert. |
| Attendance | 2025: Board 6 meetings; Audit 8; Compensation 6; GNC 5; 100% Board attendance; 99% Committee attendance. |
| Executive Sessions | Independent directors met in executive session at all regularly scheduled Board and Committee meetings in 2025. |
| Stockholder Rights/Policies | Proxy access; majority vote and resignation policy; special meeting right at 20%; no poison pill. |
| Related Party Transactions | None >$120,000 in FY2025. |
Fixed Compensation
| Component (FY2025) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 140,000 |
| Stock Awards (grant-date fair value) | 104,222 |
| Option Awards (grant-date fair value) | 104,352 |
| All Other Compensation (Matching Gifts) | 10,000 |
| Total | 358,574 |
| DSUs Deferred (units via Director Deferred Compensation Plan) | 611 |
Notes: Non-management director equity retainer is split evenly into DSUs and stock options; DSUs and options are granted annually in November and vest at grant; options have 10-year term; DSUs settle upon separation from the Board.
Performance Compensation
| Award | Grant Date | Units / Value | Key Terms |
|---|---|---|---|
| DSUs (annual BR director grant) | FY2025 (November cycle) | $104,222 fair value | Fully vested at grant; settle in common shares upon Board departure. |
| Stock Options (annual BR director grant) | FY2025 (November cycle) | $104,352 fair value | Fully vested at grant; exercise price = closing price at grant; 10-year term. |
| DSUs (Form 4) | 11/13/2025 | 459 units | Fully vested; settle at separation; under 2018 Omnibus Plan. |
| Stock Options (Form 4) | 11/13/2025 | 1,758 options | Exercise price $225.61; vest immediately; expire 11/13/2035; under 2018 Omnibus Plan. |
| DSUs (deferral election, Form 4) | 09/17/2025 | Notional deferral (quantity per filing) | DCUs/DSUs vest at grant; settle upon separation; under 2018 Omnibus Plan. |
Compensation governance: FW Cook engaged as independent advisor; committee independence affirmed; clawback expanded in FY2025 to include time-vested equity, discretionary bonuses, and severance; hedging/pledging prohibited by policy.
Other Directorships & Interlocks
| Company | Sector Overlap with BR | Potential Interlock/Conflict |
|---|---|---|
| Stifel Financial Corp. | Financial services (client vertical) | No BR-related party transactions disclosed in FY2025; Audit Committee oversees related party policy. |
| Diebold Nixdorf, Incorporated | Financial/ATM technology | No BR-related party transactions disclosed in FY2025; policy requires Audit Committee review. |
Expertise & Qualifications
- International business experience; corporate governance; financial services; risk management; financial literacy; cybersecurity; sales/marketing; other public company board experience.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (7/31/2025) | 57,529 shares; <1% of outstanding. |
| DSUs Outstanding (6/30/2025) | 13,803 DSUs (includes dividend-equivalent DSUs; excludes deferral-plan DSUs). |
| Stock Options Outstanding (6/30/2025) | 26,424 options; all exercisable. |
| Stock Ownership Guidelines (Directors) | 10x annual cash retainer; retain 50% net profit shares until met; most directors met; new joiners since 2019 progressing. |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy. |
Insider Trades (2025)
| Date | Transaction | Shares/Units | Price/Terms | Source |
|---|---|---|---|---|
| 11/13/2025 | DSU grant | 459 | Vests immediately; settles at separation | |
| 11/13/2025 | Stock option grant | 1,758 | $225.61 exercise; expire 11/13/2035; vested immediately | |
| 09/17/2025 | DSUs via cash deferral | — | Vested at grant; settle at separation | |
| 06/04/2025 | Option exercise and sale | Exercise: 5,771; Sale: 3,556 | Exercise price $56.37; sale proceeds per market |
Note: Company disclosed a late Form 4 for all non-management directors in January 2025 for DSU dividend-equivalent credits due to administrative error (filed Jan 10, 2025).
Director Compensation Structure Signals
- Mix: Cash retainer plus equity (DSUs and stock options), with equity fully vested at grant and DSUs settled upon Board departure—aligns director interests with long-term shareholder value via holding requirements.
- Year-over-year: FY2025 director annual retainer increased by $20,000 (split evenly between cash and equity); still below stockholder-approved $750,000 annual cap.
- Ownership alignment: Directors subject to 10x cash retainer ownership guideline and retention rules; most have met guideline, indicating strong alignment.
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support |
|---|---|
| 2024 | 89.2% votes cast in favor (continued strong support). |
Governance Assessment
- Strengths: Independent director with Audit Committee financial expert designation; chairs Compensation Committee; 100% Board and 99% Committee attendance; rigorous policies (clawback expansion; hedging/pledging prohibition; stock ownership guidelines); independent consultant (FW Cook); strong say-on-pay support; no related party transactions in FY2025.
- Watch items: Minor administrative lapse in timely Section 16 filings (late Form 4 for DSU dividend equivalents in Jan 2025); multiple external boards increase time commitments but within BR policy limits (directors capped at four public boards; audit committee memberships capped at three). No disclosed conflicts or related-party exposure.
Bottom line: Markus presents as a high-credibility, active independent director with deep financial services and international operating experience, strong committee leadership, and solid ownership alignment. Her governance profile and attendance support Board effectiveness; policies and disclosures indicate low conflict risk and robust investor safeguards.