Robert Duelks
BROADRIDGE FINANCIAL SOLUTIONSAbout Robert N. Duelks
Independent director at Broadridge Financial Solutions since 2009; age 70 as of August 14, 2025; NACD Directorship Certified. Former Accenture executive with 27 years’ experience including leadership roles on the Board of Partners and the Global Financial Services Operating Group; advisor to Tree Zero (2010–2021). Current governance credentials include Chair of Broadridge’s Governance & Nominating Committee and member of the Audit Committee; independence affirmed by the Board under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Accenture plc | Executive; responsible for client service, regional operations, global offerings; leadership committees | 27 years; retired 2006 | Board of Partners, Management Committee, Executive & Operating Committee for Global Financial Services Operating Group |
| Tree Zero (manufacturer) | Advisor to senior executives | 2010–2021 | Strategic advisory support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gettysburg College | Former Chairman; Emeritus Trustee | Not specified | Higher-ed governance role |
| Rutgers University Business School | Advisory Board Member | Not specified | Academic advisory role |
| NACD | Directorship Certified | Current | Governance certification |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent (Board determined all directors other than CEO are independent) |
| Committee assignments | Governance & Nominating (Chair); Audit (member) |
| Attendance | 100% of Board meetings; 99% of Committee meetings (each incumbent director in FY2025) |
| Years of service | Director since 2009 |
| Executive sessions | Independent directors met in executive session at all regularly scheduled Board and Committee meetings in 2025 |
| Board/Committee activity | 2025 meetings: Board 6; Audit 8; Compensation 6; Governance & Nominating 5 |
| Governance responsibilities (as GNC Chair) | Oversees board/committee evaluation process; governance policy framework; director pipeline; sustainability oversight |
Fixed Compensation
| Component (FY2025) | Amount (USD) |
|---|---|
| Cash fees (Board and committees) | $140,000 |
| All other compensation (matching gifts) | $10,000 |
Additional structure and limits:
- Non-management director annual retainer increased by $20,000 in FY2025, split equally between cash and equity; equity retainer split evenly into DSUs and stock options (granted annually in November, vest at grant) .
- Stockholder-approved cap on non-management director pay: $750,000 per fiscal year; current program below cap .
- Matching Gift Program increased to $15,000 per calendar year effective July 2025 .
Performance Compensation
| Equity (FY2025) | Grant-Date Fair Value (USD) | Key Terms |
|---|---|---|
| Stock awards (DSUs) | $104,222 | Fully vested at grant; settle in common shares upon Board departure; credited with dividend equivalents |
| Option awards | $104,352 | Fully vested at grant; 10-year term; exercise price = closing price at grant; post-separation options expire earlier of term or 3 years |
Equity award mechanics:
- Annual DSUs and options under the 2018 Omnibus Plan; shares determined using 30-day average price and binomial valuation for options .
- Directors may defer cash fees into DSUs; DSUs settle in shares upon departure .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| — | — | No current public company directorships disclosed |
Related party transactions and interlocks:
- Company reports no related-party transactions >$120,000 in FY2025 .
- Policy pre-approves certain transactions where a director’s only interest is service on another entity’s board .
Expertise & Qualifications
- Skills matrix: independence, financial services, technology, financial expertise/literacy, sales/marketing, international business, corporate governance .
- Governance credentials: NACD Directorship Certified; long-tenured financial services operating experience .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) as of 7/31/2025 | 68,810 |
| Ownership % of outstanding | <1% (based on 117,129,320 shares outstanding) |
| DSUs outstanding (6/30/2025) | 20,358 |
| Stock options outstanding (exercisable, 6/30/2025) | 17,564 |
| Indirect holdings breakdown | 4,960 via BOMAR II LLC; 8,853 via Robert N. Duelks Revocable Trust; 17,000 via Mary E. Duelks Revocable Trust |
Ownership alignment:
- Director stock ownership guidelines: 10x annual cash retainer; all non-management directors (except two who joined since 2019) have met the multiple—Duelks meets guideline .
- Insider Trading Policy prohibits hedging and pledging of Company securities; margin accounts and pledging are prohibited .
Governance Assessment
- Strengths: Independent director with 16+ years tenure, chairing GNC and serving on Audit enhances board effectiveness; high attendance; robust equity ownership aligned with shareholder interests; no material related-party transactions; strict anti-hedging/pledging policy .
- Compensation mix: Balanced cash and equity with DSUs and options fully vested at grant; overall director pay below shareholder-approved cap; structure promotes long-term alignment via DSU settlement upon departure .
- Committee independence: All members of Audit, Compensation, and GNC are independent; Audit Committee includes designated financial experts (Flowers, Markus, Nazareth), with Duelks as member but not designated financial expert—acceptable given matrix financial literacy .
- Shareholder engagement and Say-on-Pay: 89.2% support at 2024 meeting indicates broad backing of compensation governance; ongoing investor engagement programs .
- RED FLAGS: Minor administrative delay—Form 4 filings for non-management directors related to DSU dividend equivalents were filed three days late in January 2025; Company disclosed and corrected—low severity . Mandatory retirement policy at age 72 (applicable after 8-year anniversary) suggests limited remaining tenure for succession planning purposes .
Overall, Duelks’ governance profile supports investor confidence: independent oversight with deep operating experience, chairing the committee responsible for board evaluations and governance framework, strong attendance and ownership compliance, and no disclosed conflicts or related-party exposures .