Tim Gokey
BROADRIDGE FINANCIAL SOLUTIONSAbout Tim Gokey
Timothy C. Gokey is Chief Executive Officer and a director of Broadridge Financial Solutions, Inc. (BR). He has served as CEO since 2019 and previously held roles as President (2017–2020), Chief Operating Officer (2012–2019), and Chief Corporate Development Officer (2010–2012); prior roles include President of H&R Block’s Retail Tax business (2004–2009) and Partner at McKinsey & Company (1986–2004) . He is 64 years old as of August 14, 2025 . Under his leadership, Broadridge reported fiscal 2025 Recurring revenue growth of 7% constant currency and Adjusted EPS growth of 11% , with cumulative TSR of $209.37 for a $100 investment measured to FY2025 and Adjusted EPS of $8.55 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Broadridge Financial Solutions | CEO and Director | 2019–present | Led execution against multi‑year growth objectives; performance-based incentive design centered on Adjusted EPS and recurring revenue |
| Broadridge Financial Solutions | President | 2017–2020 | Oversaw strategic growth across businesses |
| Broadridge Financial Solutions | Chief Operating Officer | 2012–2019 | Responsibility for all business units, technology, and India operations; scaled operations |
| Broadridge Financial Solutions | Chief Corporate Development Officer | 2010–2012 | Led corporate development |
| H&R Block | President, Retail Tax | 2004–2009 | Managed large-scale retail operations |
| McKinsey & Company | Partner | 1986–2004 | Led North American FI Marketing & Sales and CRM practices, driving growth programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Director (Public Co.) | 2017–present | Governance and strategy oversight |
| Partnership for New York City | Board of Directors | Ongoing | Public-policy and industry engagement |
| Northwell Health Cancer Institute | Board of Advisors | Ongoing | Healthcare advisory |
| USRowing Foundation | Board of Trustees | Ongoing | Non-profit governance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 1,016,667 | 1,054,167 | 1,076,667 |
| Target Bonus (% of Base) | 150% (CEO Plan) | 150% | 150% |
| Annual Bonus Earned ($) | 1,497,756 | 1,749,954 | 1,552,705 |
| Perquisites & Other ($) | 51,762 | 50,809 | 42,092 |
Notes:
- In FY2024, client satisfaction paid at 200% of target; CEO strategic/leadership goals at 117% .
- FY2025 payout drivers summarized in Performance Compensation below .
Performance Compensation
- Long-term equity mix: 50% PRSUs (3-year performance on Compensation Adjusted EPS), 50% stock options (10-year term, FMV strike, 25% annual vest) .
| Grant Type | Grant Date | Target Value ($) | Units/Options | Strike ($) | Vesting | Performance Metric | Max Payout |
|---|---|---|---|---|---|---|---|
| PRSUs (FY2025 LTI) | Oct 1, 2024 | 6,459,215 (grant-date fair value) | 31,553 target PRSUs | N/A | Vest Oct 1, 2027 (3-year cycle FY2025–FY2027) | Avg Comp Adjusted EPS | 150% of target |
| Stock Options (FY2025 LTI) | Feb 4, 2025 | 6,953,485 (grant-date fair value) | 110,601 options | 240.59 | 25% annually over 4 years | Stock price appreciation | N/A |
| PRSUs (FY2024 LTI) | Oct 1, 2023 | — | 29,053 PRSUs outstanding | N/A | Vest Oct 1, 2026 | Avg Comp Adjusted EPS | 150% of target |
| PRSUs (FY2022–FY2024 cycle) | 2022 | — | Earned 102.6% of target based on FY2023–FY2024 average Comp Adjusted EPS ($7.36) | N/A | Vest Apr 2025 (service condition) | Avg Comp Adjusted EPS | 150% of target |
Annual Cash Incentive (FY2025):
| Component | Weight | Target | Actual Achievement | Payout Factor |
|---|---|---|---|---|
| Financial Goals (Fee-Based Revenue, Adjusted EBT, Closed Sales, Client Onboarding) | 70% | Company-set thresholds/targets | Financial 92%; Client Onboarding achieved 69.7% for comp purposes | 92% (financial bucket) |
| Client Satisfaction (NPS) | 5% | 3% YoY improvement midpoint | Achieved 100% | 100% |
| Strategic & Leadership Goals | 25% | CEO goals across financial, strategy, human capital, technology, client, innovation | Committee assessment 105% for CEO | 105% |
| Total Earned vs Target | — | — | — | 96% of target; $1,552,705 |
Program updates:
- FY2026 PRSUs add organic Recurring revenue growth metric to EPS to align with investor feedback .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares and options exercisable within 60 days) | 701,213 shares; less than 1% of outstanding |
| Shares Outstanding (reference) | 117,129,320 |
| Options – Exercisable (selected strikes, maturities) | 46,561 @ $93.88 exp 2/12/2028; 99,831 @ $98.31 exp 2/11/2029; 125,877 @ $117.34 exp 2/4/2030; 109,117 @ $148.07 exp 2/12/2031; plus later grants |
| Options – Unexercisable (future vest) | 27,450 @ $144.84 (2012 grant schedule extension); 67,683 @ $144.67 (2013); 80,190 @ $198.30 (2014); 110,601 @ $240.59 (2025) |
| PRSUs – Unearned Outstanding | 29,053 (Oct 1, 2023 award); 31,553 (Oct 1, 2024 award) |
| PRSUs – Market Value (at $243.03, FY2025 close) | $7,060,751 (2023 grant); $7,668,326 (2024 grant) |
| Option/RSU Vesting Cadence | Options vest 25% annually; PRSUs vest Oct 1 following the 3-year performance cycle (service condition) |
| Option Exercise & RSU Vests (FY2025 realized) | 120,744 options exercised, $19,617,741 value; 29,381 RSUs vested, $7,190,118 value |
| Stock Ownership Guidelines | CEO must hold equity equal to 6x base salary; unexercised options and unvested RSUs/PRSUs do not count; 50% net shares hold requirement for 1 year after meeting multiple |
| Hedging & Pledging | Prohibited (short sales, collars, swaps; no margin accounts or pledging), trades require preclearance during window periods |
Employment Terms
| Element | Terms |
|---|---|
| Employment Status | At-will (no individual employment agreement) |
| Non-Compete / Non-Solicit | Required in severance agreements; CEO subject to 24-month restrictive covenants; other NEOs 18 months |
| Severance Plan (Non-CIC) | CEO: 24 months base salary continuation; full-year cash incentive based on actual results; continued vesting of equity during severance period; retirement equity treatment available based on age |
| Change in Control (Double-Trigger) | 150% of current total annual compensation; pro-rata annual bonus; 100% vest of unvested options and time-based RSUs; PRSUs vest at target if CIC in years 1–2 or based on actual performance if CIC in year 3; excise tax cut-back as applicable |
| Potential CIC Payout (illustrative, as of 6/30/2025) | Cash $4,595,783; Vesting of Equity $20,472,656; SORP $8,482,578; Health Coverage $281,000; Total $33,832,017 |
| Potential Involuntary Termination w/o Cause (illustrative) | Cash $3,712,705; Vesting of Equity $20,404,864; SORP $8,482,578; Health Coverage $281,000; Total $32,881,147 |
| Clawback Policy | Expanded in FY2025 to include time-vested equity, discretionary bonuses, and severance; recovery for restatements and certain misconduct up to all recoupable compensation for 3 years |
| Tax Gross-Ups | Company policy does not provide tax gross-ups for change-in-control |
| Pension (SORP) | Present value $8,289,875; 14 years credited service; lifetime annuity formula; early retirement eligibility; 100% vesting for Mr. Gokey |
Board Governance (Director Service)
- Board service: Management director since 2019; not independent due to CEO role .
- Committee roles: None; committees composed solely of independent directors .
- Board leadership: As of 2025, independent Chairperson (Eileen Murray) upon re-election; separation of Chair and CEO roles strengthens oversight .
- Meeting attendance: 100% Board attendance; 99% committee attendance in 2025; Board held 6 meetings; Audit 8; Compensation 6; Governance & Nominating 5 .
- Executive sessions: Independent directors met in executive session at all regularly scheduled Board and Committee meetings in 2025 .
Compensation & Program Governance
| Topic | Detail |
|---|---|
| Pay-for-Performance Alignment | CEO FY2025 target TDC ~93% at risk; Other NEOs ~82% (avg) |
| FY2025 Say-on-Pay Support | 89.2% approval at 2024 annual meeting |
| Peer Group & Targeting | Total target compensation positioned at market median; peer group includes Equifax, Fiserv, Global Payments, ICE, Paychex, Verisk, SS&C, etc. |
| Independent Consultant | FW Cook; independence affirmed; advises on pay design, metrics, peer group, and market analysis |
| Risk Mitigations & Policies | Clawback; double-trigger CIC; no option repricing; no hedging/pledging; stock ownership guidelines; retention/holding requirements |
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Value of $100 Initial Investment (Company TSR) ($) | 130.03 | 116.67 | 138.21 | 167.11 | 209.37 |
| Net Income (GAAP, $mm) | 547.5 | 539.1 | 630.6 | 698.1 | 839.5 |
| Adjusted EPS ($) | 5.66 | 6.46 | 7.01 | 7.73 | 8.55 |
- FY2025 Recurring revenue growth 7% constant currency; Adjusted EPS growth 11% .
- Compensation actually paid (CAP) to CEO reflects equity value changes; FY2025 CAP $30.36m vs Summary Comp $17.19m .
Vesting Schedules and Insider Selling Pressure
- Upcoming vesting: Options from 2025 grant vest 25% annually through 2029; PRSUs from Oct 2023 vest Oct 1, 2026; PRSUs from Oct 2024 vest Oct 1, 2027, subject to performance .
- Realized activity in FY2025: CEO exercised 120,744 options ($19.62m value) and had 29,381 RSUs vest ($7.19m value), indicating potential periodic liquidity around vest dates; policy prohibits hedging/pledging .
Compensation Structure Analysis
- Mix and leverage: Significant portion of CEO pay is performance-based with long-dated options and three-year PRSUs, reinforcing long-term TSR alignment .
- Metric evolution: Added Client Onboarding to annual cash incentives in FY2025 to accelerate revenue realization; adding organic Recurring revenue growth to PRSUs in FY2026 improves top-line alignment .
- Governance tightening: FY2025 clawback expansion to time-vested awards and severance strengthens shareholder protections .
- No repricing, no gross-ups: Shareholder-friendly stance maintained .
Equity Ownership & Pledging
- Beneficial ownership less than 1% of outstanding shares; CEO subject to strict insider trading preclearance and prohibition on pledging/margin accounts; no pledging disclosed .
Investment Implications
- Alignment: High proportion of at-risk pay tied to Adjusted EPS and Recurring revenue, plus robust ownership guidelines and anti-hedging/pledging policies, supports long-term alignment with TSR .
- Retention risk: Double-trigger CIC and sizable unvested equity (e.g., 31,553 target PRSUs from 2024 grant; 110,601 unvested options from 2025 grant) create meaningful retention hooks; non-compete of 24 months adds stickiness .
- Trading signals: Option exercises and RSU vests cluster around anniversary and October vesting dates; monitor 10b5‑1 plans and vest calendars for potential selling pressure, though hedging/pledging is prohibited .
- Pay governance: Strong say-on-pay support (89.2% in 2024) and the introduction of organic Recurring revenue in PRSUs indicate responsiveness to investor feedback and reduced pay inflation risk via market-median targeting .