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Milena Alberti-Perez

Non-Executive Chair of the Board at PITNEY BOWES INC /DE/PITNEY BOWES INC /DE/
Board

About Milena Alberti-Perez

Independent Non-Executive Chair of Pitney Bowes since October 2024; director since 2023. She serves on the Audit, Executive Compensation, and Value Enhancement Committees and is designated an SEC “audit committee financial expert.” Age 51. Background includes CFO roles at Getty Images (2021–2022), MediaMath (2020), and Penguin Random House (Global & U.S. CFO, 2015–2017), with prior finance roles at Lehman Brothers and Morgan Stanley.

Past Roles

OrganizationRoleTenureCommittees/Impact
Getty Images, Inc.Chief Financial OfficerJan 2021 – Jan 2022Led finance at global visual content company
MediaMathChief Financial OfficerJan 2020 – Dec 2020CFO for programmatic ad-tech DSP
Penguin Random HouseGlobal & U.S. CFO; earlier finance/publishing roles2001 – 2017; CFO 2015 – 2017Non-voting member of PRH Board and its Audit Committee as management
Lehman Brothers; Morgan StanleyFinancial analyst/research rolesNot disclosedEarly-career finance experience

External Roles

OrganizationRoleTypeStatus
Allurion Technologies, Inc.DirectorPublic companyCurrent
Digimarc CorporationDirectorPublic companyFormer
National Public Radio (NPR)DirectorNon-profitCurrent
JumpstartDirectorNon-profitCurrent

Board Governance

TopicDetail
Board leadershipIndependent Non-Executive Chair since October 2024; CEO and Chair roles separated
CommitteesAudit (member), Executive Compensation (member), Value Enhancement Committee (member)
Audit expertiseDesignated “Audit Committee financial expert” (SEC definition)
IndependenceBoard determined all directors other than CEO are independent under NYSE and company standards
AttendanceEach director attended ≥75% of Board/committee meetings in 2024; Board held 35 meetings plus 23 committee meetings; all then-directors attended May 2024 annual meeting
Executive sessionsIndependent directors regularly met in executive session
Shareholder engagementDirectors (including independent) participated in outreach representing ~32% of outstanding shares in Fall 2024
Anti-hedging/pledgingHedging prohibited; directors/officers prohibited from holding PBI securities on margin or pledging as collateral
Related-party transactionsPolicy requires Governance Committee review; no such transactions since Jan 1, 2024
Activism/cooperation2024 Cooperation Agreement with Hestia; later “Release and Indemnification Agreement” in which Hestia agreed certain indemnification to “Indemnified Directors,” including Ms. Alberti-Perez, subject to conditions

Fixed Compensation

Component (2024)Amount/Terms
Cash fees earned (2024)$177,513 (includes base retainer, committee fees, and VEC one-time cash)
Non-Executive Chair retainer$100,000 cash; plus $100,000 in RSUs (see equity below)
Committee membership feesAudit membership: $12,000; Executive Compensation membership: $10,500; Governance membership: $9,000; Chair adders as listed (not applicable to Ms. Alberti-Perez)
Value Enhancement Committee (VEC) incremental cashOne-time $50,000 cash retainer in 2024 for non-executive VEC members
Director stock ownership guideline5× base cash retainer ($375,000) within 5 years from becoming a director

Performance Compensation

Equity Award (2024)Grant DateSharesGrant Date Fair ValueVesting
Annual director RSUsMay 6, 202418,904$100,000 (at $5.29/share)Fully vests 1 year after grant under Directors’ Stock Plan
VEC RSUs (installment 1)May 24, 202423,810$125,000 (shares = $125,000/closing price)Fully vests 1 year after grant
VEC RSUs (installment 2)Nov 21, 202426,008$200,000 (at $7.69/share)Fully vests 1 year after grant
Total Stock Awards (2024)$425,000
Stock options (2024)None granted to directors in 2024

Notes:

  • Director equity awards are time-based RSUs; no performance-conditioned metrics disclosed for director grants. The company’s broad equity plan maintains governance safeguards (e.g., no repricing without shareholder approval; one-year minimum vesting; double-trigger CIC; clawback policy applies to plan awards) .

Other Directorships & Interlocks

CompanyPotential Interlock/Conflict with PBI
Allurion Technologies (public, medical technology)No related-party transactions disclosed; industry not overlapping with PBI’s core segments; company states no related-party transactions since Jan 1, 2024
Digimarc (former), NPR, JumpstartNo related-party transactions disclosed

Expertise & Qualifications

  • Capital markets and corporate finance expertise; Board cites her skills as aligned to improving cash management and deleveraging; appointed as Chair to lead during transformation .
  • SEC “audit committee financial expert” designation; strengthens audit oversight and risk oversight credentials .
  • Senior CFO experience across media/technology; prior roles at Lehman Brothers and Morgan Stanley provide additional financial acumen .

Equity Ownership

Ownership DetailAmount/Status
Beneficial ownership (as of Feb 15, 2025)31,997 shares; less than 1% of class; no options exercisable within 60 days
Pledging status“To our knowledge, none of these shares are pledged as security”
Open market purchases500 shares purchased with personal funds in Feb 2023
Hedging/pledging policyHedging prohibited; directors/officers cannot hold PBI stock on margin or pledge as collateral
Ownership guideline5× base cash retainer ($375,000) within five years of Board service initiation

Insider trades and open-market activity (proxy-disclosed):

DateTransactionSharesNotes
Feb 2023Open market purchase500Personal funds (proxy footnote)

Governance Assessment

  • Positives:

    • Independent Non-Executive Chair with deep finance background; serves on Audit and Compensation committees; designated audit committee financial expert—supports robust oversight .
    • Strong governance controls: anti-hedging/pledging, director ownership guideline, independent committees; all non-CEO directors independent .
    • High engagement during transformation: Board held 35 meetings and 23 committee meetings in 2024; each director met ≥75% attendance; independent executive sessions routine .
  • Watch items / potential red flags:

    • Elevated 2024 director compensation reflecting transformation workload and VEC duties (additional $50,000 cash and $325,000 RSUs for VEC members) increased pay levels; ensure this structure normalizes post-transformation .
    • Activism-era agreements: the Hestia Cooperation Agreement and subsequent Release and Indemnification Agreement (including Ms. Alberti-Perez as an “Indemnified Director”) are atypical and should be monitored for potential perception of conflicts, though intended to stabilize governance; arrangements are disclosed with conditions .
    • No related-party transactions disclosed since Jan 1, 2024, and pledging prohibited—both positive alignment signals .