Lauren Freeman-Bosworth
PITNEY BOWES INC /DE/About Lauren Freeman-Bosworth
Executive Vice President, General Counsel and Corporate Secretary of Pitney Bowes Inc.; age 50; named an executive officer in 2024 and appointed GC & Corporate Secretary effective April 2, 2024 . As Corporate Secretary, she signs and certifies SEC filings and shareholder meeting materials (e.g., proxy notice and multiple 8-Ks), indicating central responsibility for governance, disclosure, and board processes . Company performance during her tenure as an executive officer (FY2024) included TSR of 70.63%, revenue of $2.027B (-3% YoY), Adjusted EBIT of $385M (+25% YoY), and FCF of $290M, reflecting execution of a turnaround focused on cost rationalization, cash optimization, and deleveraging .
Past Roles
No prior roles for Ms. Freeman-Bosworth are disclosed in the company’s 10-K or proxy. The filings identify her as EVP, General Counsel and Corporate Secretary beginning in 2024 .
External Roles
No external directorships or roles are disclosed for Ms. Freeman-Bosworth in the company’s 10-K or proxy .
Fixed Compensation
Ms. Freeman-Bosworth was not a Named Executive Officer (NEO) in FY2024, and the proxy does not disclose her base salary or target annual incentive; NEOs are listed separately and do not include the General Counsel .
| Component | FY2024 Status | Notes |
|---|---|---|
| Base Salary ($) | Not disclosed | GC not among NEOs; no individual disclosure provided |
| Target Bonus (%) | Not disclosed | Annual incentive plan for executives uses Adjusted EBIT and Adjusted Revenue metrics in 2024 |
| Perquisites | Not disclosed | Company states “No material executive perquisites” and strong governance practices |
Performance Compensation
Company-level design and metrics are disclosed; individual GC targets, weights, and payouts are not.
| Metric/Instrument | Weighting | Target Definition | Payout Determinants | Vesting |
|---|---|---|---|---|
| Annual Incentive (KEIP) | Not disclosed | Adjusted EBIT and Adjusted Revenue (simplified to two metrics in 2024) | Performance against enterprise financial goals; individual performance may be considered | Annual cash cycle |
| PSUs | Not disclosed | Enterprise financial/strategic goals; minimum 1-year performance period (typically 3-year cycles company-wide) | 0–200% of target based on criteria; no dividends on unvested awards | Minimum one-year; generally three-year performance periods |
| RSUs | Not disclosed | Stock value alignment; no dividends on unvested awards | Time-based vesting; aligned to retention and shareholder value | Minimum one-year vest; typical multi-year tranches |
| Stock Options | Not disclosed | Exercise price ≥ FMV; max term 10 years; no repricing | Value from stock appreciation | Typically pro-rata vest over ~3 years; one-year minimum |
Equity Ownership & Alignment
Form 3 filed at appointment shows direct ownership and outstanding equity instruments; corporate policies prohibit hedging/pledging for officers.
| Category | Detail | Amount/Terms |
|---|---|---|
| Common Stock (Direct) | Beneficially owned | 30,309.026 shares |
| RSUs | Outstanding | 5,940 units; vest in three equal annual installments |
| Stock Options (Right to buy) | Grant 1 | 2,473 options; strike $16.82; exp. 02/07/2026; vests in three equal annual installments |
| Stock Options (Right to buy) | Grant 2 | 60,000 options; strike $5.99; exp. 12/25/2028; 3-year cliff vesting (per grant terms) |
| Hedging/Pledging | Policy | Prohibited for directors and officers; no margin accounts or pledging allowed |
| Executive Ownership Guidelines | Policy | Significant stock ownership requirements for senior executives (specific multiples not disclosed) |
Note: The company’s beneficial ownership table by directors/NEOs does not include the General Counsel; it confirms no pledges among those listed, and formal anti-pledging policy applies to all officers .
Employment Terms
| Term | Company Provision | Implications |
|---|---|---|
| Appointment | Effective April 2, 2024 as EVP, GC & Corporate Secretary | Start date and role established |
| Indemnification | Board-approved indemnification agreements for directors and executive officers; aligned with Restated Certificate of Incorporation | Defense cost advancement/indemnity consistent with Delaware law and charter |
| Severance Framework | Senior Executive Severance Policy referenced in 8-Ks (e.g., for other executives) | Structure exists; GC-specific multiples not disclosed |
| Clawback | Plan permits forfeiture/recoupment for gross misconduct, PIPA violations, or restatement (SEC-compliant) | Recovery triggers align incentives and compliance |
| Non-Compete / Non-Solicit | Proprietary Interest Protection Agreement referenced; violation triggers clawback | Restrictive covenants support retention/protection |
| Change-in-Control | Double-trigger: upon CoC plus termination, RSUs vest; PSUs vest at target; options become fully exercisable; minimum 1-year vesting applies; cash treatment if awards not assumed | Clear CIC economics that mitigate uncertainty and potential retention risk |
| Insider Trading | Prohibition on hedging/pledging; formal insider trading policy on file | Reduces alignment risks and leverage-induced selling |
Governance, Shareholder Feedback, and Voting Signals
- Corporate Secretary responsibilities evidenced by signing the definitive proxy, multiple 8-Ks, and certificates, underscoring direct accountability for disclosure and governance cadence .
- 2025 Say-on-Pay approval: For 103,261,520; Against 9,226,459; Abstain 343,317; Broker Non-Vote 30,006,338—supportive shareholder signal for the compensation program design .
- Amended 2024 Stock Plan approved at 2025 Annual Meeting, expanding share reserve by 7.5M and maintaining shareholder-protective features (no repricing, one-year minimum vesting, double-trigger CIC, no liberal share counting, no dividends on unvested awards) .
Investment Implications
- Alignment: GC’s equity exposure (RSUs/options) and anti-hedging/pledging policies support shareholder alignment and reduce forced-selling risk from leverage .
- Retention: Clear CIC and clawback architecture, plus restrictive covenants (PIPA), lower transition/behavioral risk; however, absence of disclosed GC-specific severance multiples or contract terms leaves some uncertainty on retention economics vs. peers .
- Execution signal: Strong FY2024 TSR (+70.63%) and improved Adjusted EBIT/FCF during governance and strategic transformation periods point to effective cross-functional execution; GC’s role in governance and disclosure cadence is consistent with disciplined oversight and investor engagement .
- Trading cues: Upcoming RSU installment vesting and option expirations create periodic windows for Form 4 activity; monitor insider filings to gauge confidence/pressure dynamics given vesting schedules and policy constraints .