Thomas Carey

About Thomas Carey

Thomas P. Carey, age 54, is Corporate Vice President and President of Global Technology & Operations (GTO) at Broadridge; he has led GTO since October 2018, expanded oversight to India operations in 2024 and Enterprise Product Management in July 2025, and is based in London . He previously led Broadridge’s International business across EMEA and APAC and held senior technology and operating roles at ADP’s Brokerage Services Group . Company performance underpinning his pay-for-performance incentives: FY2025 Recurring revenue growth of 7% constant currency and Adjusted EPS growth of 11% ; cumulative TSR reached $209.37 on a $100 base by FY2025; GAAP Net Income was $839.5 million and Adjusted EPS $8.55 .

Past Roles

External Roles

No external public company directorships or outside roles disclosed for Thomas Carey in the 2025 proxy .

Fixed Compensation

Performance Compensation

Annual Cash Incentive Structure (Officer Bonus Plan)

FY2025 Annual Incentive Results (Thomas Carey)

Notes:

• FY2025 Client Onboarding metric target was set ambitiously; company achieved 82% of target, which translated to 69.7% for compensation purposes under the plan slope method .
• Carey’s annual cash incentive determination includes both corporate and GTO segment financial goal achievement; GTO metrics set above prior-year results .

Long-Term Equity Incentives

Equity Ownership & Alignment

Employment Terms

• Contract status and notice: UK employment agreement in line with local practice; either party may terminate with six months’ written notice, with company ability to provide pay in lieu of notice .
• Severance: Covered by Officer Severance Plan (non-CIC). Upon termination without cause: 18 months base salary, cash incentive for fiscal year of termination paid on normal schedule and prorated, continued vesting during the 18-month severance period; PRSUs/RSUs pro rata if termination occurs before the performance period ends; requires signing the Release and restrictive covenants .
• Change-in-Control (CIC): Double-trigger plan; if terminated without cause or for good reason within two years post-CIC, equity vests in full per awards, and cash severance is paid; options and RSUs have CIC acceleration terms in award agreements; Good Reason includes material diminution in role, pay reduction, failure to assume obligations, or relocation >50 miles .
• Clawback: Expanded to cover time-vested equity, discretionary bonuses, and severance payments, in addition to incentive compensation; recovery for intentional misconduct or materially inaccurate performance calculations and for certain restatements (including “little r”) .
• Insider Trading: All executive transactions require pre-clearance and must occur in window periods when not in possession of MNPI; adoption/modification/termination of Rule 10b5-1 plans requires approval .

Potential Change-in-Control Payments (Illustrative, as of June 30, 2025)

Performance & Track Record

Highlights relevant to Carey’s remit:

• FY2025 included a new Client Onboarding metric to accelerate revenue realization; achieved 69.7% under compensation methodology versus 82% raw onboarding .
• Carey’s scope widened to Enterprise Product Management in July 2025 to advance Broadridge’s platform strategy and product discipline across segments .

Compensation Structure Analysis

• Mix and risk: Carey’s target pay is heavily at-risk via annual incentive and equity (options + PRSUs), consistent with committee objective to align incentives with long-term value creation .
• Equity design: Shift to 3-year PRSU performance periods increases long-term orientation and reduces short-term windfalls; addition of organic Recurring revenue growth (FY2026) further aligns equity with durable top-line expansion .
• Governance safeguards: Strong clawback, no option repricing without shareholder approval, no hedging/pledging, robust ownership and retention requirements; no tax gross-ups in CIC .
• Benchmarking: Target compensation positioned around market median; peer group spans fintech and data/processing companies (e.g., FIS, Fiserv, ICE, Verisk, Global Payments) to calibrate levels and design .

Say-on-Pay & Shareholder Feedback

• FY2024 Say-on-Pay approval: 89.2% support, reinforcing investor endorsement of pay design; core elements retained for FY2025 with design refinements (onboarding metric) .

Equity Ownership & Alignment

• Skin-in-the-game: Carey’s beneficial ownership of 51,363 shares with 45,286 options counted underscores direct alignment; executive guidelines require 2x salary ownership and ongoing share retention .
• No pledging/hedging: Policy bans hedging instruments and pledging/margin usage, mitigating misalignment and forced selling risk .

Employment Terms (Severance & Covenants)

Investment Implications

• Alignment: Carey’s compensation structure emphasizes long-term equity via options and 3-year PRSUs tied to Adjusted EPS and, from FY2026, organic Recurring revenue growth—supportive of multi-year value creation and disciplined product-led execution in GTO .
• Retention risk: Moderated by UK employment protections, 18-month severance, and continued vesting during severance; double-trigger CIC protection reduces transactional uncertainty, though expanded scope and platform transition heighten execution demands .
• Selling pressure: Mitigated by stock ownership guidelines and retention rules, plus strict prohibitions on hedging/pledging; equity vesting schedules are staggered, reducing lumpiness .
• Performance linkage: FY2025 payouts at 98% of target reflect strong corporate and segment execution; onboarding metric addition penalizes delays in revenue realization—positive discipline for GTO delivery .