Brent Rosenthal
PITNEY BOWES INC /DE/About Brent Rosenthal
Brent Rosenthal is an independent director and current independent Chair of Pitney Bowes Inc. (appointed Chair on October 3, 2025; joined the Board June 16, 2025). He is 53 years old, with 30+ years in technology, media and telecom investing, and is an inactive Certified Public Accountant. Rosenthal holds a B.S. from Lehigh University and an MBA from Cornell’s S.C. Johnson Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| comScore, Inc. (post-merger with Rentrak) | Director; Audit Committee Chair | Appointed Feb 1, 2016 | Audit Committee Chair; Board committees reconstituted per merger terms |
| comScore, Inc. | Director | 2017 | Member, Compensation Committee within reconstituted committee slate |
| RiceBran Technologies | Chairman of the Board | From July 5, 2016 | Co-Chair of Nominating & Governance; Chair assignments detailed in agreement |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Horizon Kinetics Corporation (OTC: HKHC) | Director | Current | Technology/media/telecom focus; Board leadership experience |
| Syntec Optics Holdings, Inc. (NASDAQ: OPTX) | Director | Current | Optics/technology sector board service |
| Puerto Rico closed-end mutual funds | Lead Independent Director | Current | Governance leadership across multiple funds |
| Mountain Hawk Capital Partners, LLC | Founder | Current | Investment fund focused on small/microcap equities |
Board Governance
- Role: Independent Chair of Pitney Bowes Board, effective October 3, 2025 .
- Appointment to Board: June 16, 2025; appointed pursuant to Section 1(c) of the January 31, 2024 Cooperation Agreement with Hestia Capital as a “Replacement Director”; no related-party transactions under Item 404(a) disclosed .
- Independence: Press release and 8-K designate Rosenthal as independent Chair; Pitney Bowes practices include separate Chair/CEO roles and fully independent committees (other than the CEO on the Board) .
- Executive sessions & attendance: Independent directors meet in executive session; Board policy requires directors attend ≥75% of meetings (2024 benchmark; Rosenthal joined in 2025) .
- Committee assignments at PBI: Not disclosed in filings reviewed; governance committee charters cover Audit, Executive Compensation, Governance, and the Value Enhancement Committee .
Fixed Compensation
| Component | Annual Amount | Details |
|---|---|---|
| Non-Executive Director Cash Retainer | $75,000 | Paid quarterly; pro-rated for service dates |
| Annual RSU Grant (Non-Executive Director) | $100,000 | RSUs; number determined by dividing value by grant-date share price; vest after one year |
| Chair of the Board Cash Retainer | $100,000 | Leadership premium in addition to director retainer |
| Chair of the Board RSU Grant | $100,000 | Additional RSUs for the Chair role |
| Committee Chair Fees (Audit/Comp/Gov) | $12,000 / $10,500 / $9,000 | In addition to membership fees |
| Committee Membership Fees (Audit/Comp/Gov) | $12,000 / $10,500 / $9,000 | Annual; pro-rated; paid quarterly |
Director stock ownership guideline: 5x base cash retainer ($375,000) to be attained within 5 years; directors cannot sell if guideline not met .
Performance Compensation
| Equity Feature | Terms | Notes |
|---|---|---|
| Director RSU Vesting | 1-year cliff vesting | Dividend equivalents paid in cash quarterly on underlying RSUs; no voting until conversion |
| Clawback | Applies to awards under Amended 2024 Plan | For misconduct and required recoupment after restatements consistent with SEC rules |
| Hedging/Pledging | Prohibited for directors | No hedging (short sales, derivatives) or pledging/margin accounts permitted |
Note: Directors are not granted PSUs/options as a standard practice; 2024 featured additional RSUs/retainers for VEC members due to transformation workload (not indicated for 2025 appointments) .
Other Directorships & Interlocks
| Company | Relationship to PBI | Potential Interlock/Conflict Notes |
|---|---|---|
| Horizon Kinetics Corporation | None disclosed | No PBI related-party transactions disclosed under Item 404(a) |
| Syntec Optics Holdings, Inc. | None disclosed | No PBI related-party transactions disclosed |
| Puerto Rico closed-end mutual funds | None disclosed | Financial oversight experience; no PBI transactions disclosed |
| RiceBran Technologies | Prior Chair | Historical governance leadership; not a current PBI transaction counterparty in reviewed filings |
| comScore, Inc. | Prior Audit Chair / Director | Historical governance role; not a current PBI transaction counterparty in reviewed filings |
Expertise & Qualifications
- 30+ years in TMT investing and public company governance; founder of Mountain Hawk Capital Partners .
- Prior Audit Committee Chair (comScore) and Board Chair (RiceBran), indicating financial oversight depth and turnaround experience .
- Education: B.S. (Lehigh), MBA (Cornell S.C. Johnson); inactive CPA credential .
Equity Ownership
- Pitney Bowes director ownership table (as of Feb 15, 2025) does not include Rosenthal (joined June 16, 2025). He will be subject to the 5x retainer ownership guideline ($375,000) and prohibited from hedging or pledging company stock .
- No shares pledged or related-party transactions disclosed for Rosenthal at appointment; Item 404(a) confirms none .
Governance Assessment
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Positive signals:
- Independent Chair appointment enhances board oversight and separates leadership roles .
- Strong governance framework: stock ownership requirements, hedging/pledging prohibitions, independent committees, and director executive session practices .
- No related-party transactions at appointment; independence affirmed .
- Prior audit chair and board chair experience indicates financial and governance rigor .
-
Watch items / potential red flags:
- Appointment as a “Replacement Director” under the Cooperation Agreement with Hestia Capital reflects activist influence on board composition; ongoing alignment and independence should be monitored as Hestia remains a significant shareholder (7.8% as of Feb 18, 2025) .
- Multiple concurrent board roles increase potential overboarding risk; monitor committee workload and attendance disclosures in future proxies (no attendance data available yet for 2025 service) .
-
Implications for investors:
- Independent Chair and strong governance policies support investor confidence; activist-linked appointment suggests continued focus on capital allocation and transformation discipline. Director compensation is primarily time-based equity with clear ownership alignment and clawback protections, limiting pay-for-performance concerns at the board level .