Melvin Flowers
BROADRIDGE FINANCIAL SOLUTIONSAbout Melvin L. Flowers
Independent director of Broadridge Financial Solutions (BR) since 2021; age 72. Former Corporate Vice President of Internal Audit and Enterprise Risk Management at Microsoft (2003–2020) and former public company CFO (including Novatel Wireless, 1999–2003). He serves on BR’s Audit Committee and Governance & Nominating Committee and, pending re‑election, will become Chair of the Audit Committee; he is designated an Audit Committee “financial expert.” He is independent under NYSE/SEC standards and was part of a Board that achieved 100% Board and 99% Committee meeting attendance in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate VP, Internal Audit & Enterprise Risk Management; previously Senior Controller, Mobile & Embedded Devices | 2003–2020 | Led internal audit, ERM, financial integrity functions; risk and controls expertise |
| Novatel Wireless (Nasdaq) | Chief Financial Officer | 1999–2003 | Public-company CFO experience; financial reporting and controls |
| Various public/private companies | Chief Financial Officer (multiple) | 1990s | Broad CFO experience across companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HSBC North America Holdings, Inc. | Director | Current | Board member (bank holding company) |
| HSBC Bank USA, N.A. | Director | Current | Board member (U.S. national bank) |
| Seattle University | Trustee | Current | Chair, Audit & Risk Committee |
Board Governance
- Committee assignments: Audit Committee member and Governance & Nominating Committee member; pending re‑election he will become Chair of the Audit Committee .
- Independence/financial expertise: The Board determined all directors other than the CEO are independent; the Audit Committee is fully independent and Mr. Flowers is designated an “audit committee financial expert” .
- Attendance and engagement: Each incumbent director attended 100% of Board meetings and 99% of Committee meetings in FY2025 (Board met 6x; Audit 8x; Compensation 6x; Governance & Nominating 5x). Independent directors held executive sessions at all regularly scheduled meetings .
- Committee independence and workload limits: Audit Committee members may not serve on more than three public company audit committees, supporting audit quality focus .
- Leadership: Board chaired by an independent Chairperson post‑meeting; separation of Chair and CEO roles maintained (pending re‑election, Eileen Murray to serve as Chairperson) .
Fixed Compensation (Director – FY2025)
| Component | Amount (USD) |
|---|---|
| Cash Fees (Board/Committee retainers) | $125,000 |
| Stock Awards (DSUs, grant-date fair value) | $104,222 |
| Option Awards (grant-date fair value) | $104,352 |
| All Other Compensation (e.g., matching gifts) | $9,000 |
| Total | $342,574 |
- Structure: Non‑management directors receive annual retainers split between cash and equity (DSUs and stock options), with FY2025 retainers increased by $20,000 (half cash/half equity). DSUs and stock options are granted annually in November and vest at grant; options have 10‑year terms and are granted at FMV. Lead Independent Director receives additional retainers (cash and equity) .
- Mix (derived from disclosed amounts): Cash ~36.5%; Equity (DSUs + Options) ~60.9%; Other ~2.6% (calculated from ).
Performance Compensation (Director)
| Performance Element | Metric(s) | FY2025 Outcome |
|---|---|---|
| None disclosed for non‑management directors | N/A | Director equity awards (DSUs, options) vest at grant; no performance conditions |
No annual incentive or performance‑conditioned equity is used for directors; pay is a mix of cash retainers and immediately vested equity (alignment via ownership/holding policies) .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock Relevance |
|---|---|---|---|
| HSBC North America Holdings, Inc. | No (subsidiary) | Director | Large financial services ecosystem exposure |
| HSBC Bank USA, N.A. | No (subsidiary) | Director | Bank governance; potential client/supplier ecosystem overlap typical in BR’s markets |
| Seattle University | N/A | Trustee; Chair Audit & Risk | Non‑profit governance; audit/risk oversight experience |
- Related‑party transactions: BR reports no related‑party transactions >$120,000 in FY2025. The policy pre‑approves certain transactions where a director’s interest arises solely from service as a director of another entity party to the transaction, mitigating interlock conflicts .
Expertise & Qualifications
- Financial expertise/literacy; Audit Committee financial expert status .
- Risk management; corporate governance; technology and cybersecurity .
- Financial services industry experience; international business experience .
- Sales/marketing exposure from operating roles .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 11,356; represents <1% of outstanding shares |
| Stock Options Outstanding (all exercisable) | 9,175 |
| DSUs Outstanding | 2,173 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Director Ownership Guideline | 10x annual cash retainer in Common Stock/DSUs; directors must retain 50% of net profit shares until achieved; most have met, with two post‑2019 joiners still progressing (names not disclosed) |
DSUs settle in shares upon departure and accrue dividend equivalents; options granted at FMV, 10‑year term, fully vested at grant .
Governance Assessment
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Strengths
- Independence and expertise: Independent director, Audit Committee financial expert, slated to chair Audit Committee—signals strong oversight of financial reporting, controls, cybersecurity, and ERM .
- Engagement and effectiveness: 100% Board and 99% Committee attendance; robust schedule of independent executive sessions enhances candid oversight .
- Alignment: Significant equity in the form of DSUs and options; stringent ownership guideline (10x cash retainer) and holding requirements support long‑term alignment; hedging/pledging prohibited .
- Conflicts: No related‑party transactions >$120,000 reported; clear policy framework for RPT review/approval and pre‑approval safe harbor for cross‑board service .
- Board/compensation context: Ongoing strong shareholder support for Say‑on‑Pay (89.2% approval in 2024) supports confidence in compensation governance broadly .
-
Watch items / potential red flags
- Administrative reporting lapse: A Form 4 for each non‑management director (DSU dividend equivalents) was filed late due to an administrative error (3‑day delay); low severity but noteworthy for controls .
- External ecosystem overlap: Service on HSBC subsidiary boards could intersect with BR’s client/supplier landscape; however, the proxy discloses no related‑party transactions and the policy pre‑approves transactions where the director’s interest arises solely from outside board service .
Overall, Flowers brings deep financial, audit, and risk credentials aligned with BR’s needs; his pending Audit Chair role enhances board effectiveness in areas material to investor confidence (financial reporting, internal controls, and cybersecurity) with no identified conflicts or attendance concerns in FY2025 .