Peter Brimm
PITNEY BOWES INC /DE/About Peter Brimm
Peter C. Brimm, age 50, was appointed as an independent director of Pitney Bowes Inc. on July 30, 2025. He is President of Envoy Holdings, with prior senior roles in strategy and innovation at Shiplake Properties and as Chief Growth Officer at Leap Tools Inc.; he also worked as a portfolio manager at Relational Investors and West Face Capital. He holds an MBA from Stanford (certificates in Global and Public Management), a B.A. in Business Economics from UCLA (cum laude), and a CFA charter; he is based in Toronto, Canada. His appointment was made pursuant to the Company’s Cooperation Agreement with Hestia Capital; the Company disclosed no Item 404(a) related‑party transactions for Brimm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shiplake Properties | EVP, Strategy & Innovation | Prior to Envoy Holdings | Led strategy and innovation for Toronto-based real estate firm . |
| Leap Tools Inc. | Chief Growth Officer | Prior to Shiplake | Helped scale AR startup; contributed to Deloitte Fast50 recognition over three years . |
| Relational Investors; West Face Capital | Portfolio Manager | Earlier career | Public markets investor experience (U.S. and Canada) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical Facilities Corporation (TSX: DR) | Director | Current | Audit Committee member; Chair of Corporate Governance, Nominating & Compensation Committee . |
| Dye & Durham (TSX: DND) | Director (prior) | Prior | Served on Audit and Compensation Committees . |
Board Governance
- Committee assignments: Governance Committee and Executive Compensation Committee (member) .
- Independence: Appointed as an independent member of the Board; PBI’s Board structure features an independent Non‑Executive Chair and a majority‑independent board .
- Attendance norms: PBI policy expects directors to attend the annual meeting; in 2024, every director attended and each met at least 75% attendance for the Board/committee meetings; independent directors meet in executive session regularly .
- Appointment context: Brimm replaced Paul Evans as a “Replacement Director” under the Cooperation Agreement with Hestia Capital; no family relationships or related‑party transactions disclosed in connection with his appointment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑executive director) | $75,000 | Paid in quarterly installments; prorated by service dates . |
| Annual RSU grant (non‑executive director) | $100,000 RSUs (value at grant) | RSUs vest one year after grant; dividend equivalents paid in cash quarterly; no voting rights until conversion . |
| Executive Compensation Committee – membership fee | $10,500 | Annual; paid quarterly; Brimm is a member . |
| Governance Committee – membership fee | $9,000 | Annual; paid quarterly; Brimm is a member . |
| Chair premiums (if applicable) | Additional; varies by committee | Not applicable to Brimm (member, not chair) . |
| Ownership guideline | 5× base retainer ($375,000) within 5 years | Cannot sell if below guideline; directors may elect equity deferral . |
| Hedging/pledging | Prohibited for directors/officers | Insider Trading Policy bans hedging/pledging . |
Performance Compensation
| Item | Term | Metric/Condition |
|---|---|---|
| Performance-based awards for directors | None disclosed for non‑employee directors | 2024 director equity consisted of RSUs; no director stock options granted; RSUs are time‑vested . |
| Change‑in‑control provisions (plan-level) | Double trigger vesting applies to awards under the Amended 2024 Stock Plan | RSUs/PSUs/options vest upon qualifying termination in connection with change of control . |
| Clawback policy | Applies to awards under Stock Plan | For gross misconduct and mandated recoupment on restatement . |
Other Directorships & Interlocks
- External public boards: Medical Facilities Corporation (TSX: DR) (Audit; governance/comp chair); prior Dye & Durham (TSX: DND) (Audit, Compensation) .
- Network/conflict screening: Company disclosed Brimm is not party to any related‑party transaction requiring Item 404(a) disclosure; no family relationships; PBI’s related‑person transaction policy requires Governance Committee review for transactions >$120,000 and prohibits those inconsistent with shareholder interests .
Expertise & Qualifications
- Finance and investment: Portfolio management experience; governance leadership on external public boards; CFA charter .
- Strategy and operating: EVP Strategy & Innovation at Shiplake; growth leadership at Leap Tools; diversified sector exposure .
- Education: MBA, Stanford GSB; BA (cum laude), UCLA .
Equity Ownership
| Measure | Value | Source/Notes |
|---|---|---|
| Initial beneficial ownership at appointment | 0 shares | Form 3 filed; “No securities are beneficially owned” . |
| Ownership as % of shares outstanding | 0.0% | PBI had 183,029,631 shares outstanding as of March 17, 2025; Form 3 shows zero holdings . |
| Vested vs. unvested | n/a at filing | Form 3 reported no securities . |
| Pledging/hedging | Prohibited for directors | Insider Trading Policy . |
| Compliance with ownership guidelines | 5‑year window to reach $375,000 guideline | Applies to all non‑employee directors . |
Insider Trades
| Date (filed) | Form | Transaction/Status | Notes |
|---|---|---|---|
| Aug 7, 2025 | Form 3 | Initial statement; no securities owned | Filed by attorney‑in‑fact on behalf of Brimm . |
Governance Assessment
- Board effectiveness: Brimm adds a seasoned investor and governance skillset to the Governance and Executive Compensation Committees during an ongoing transformation under a majority‑independent board and separate Chair/CEO structure, supporting oversight of pay and board refresh .
- Alignment & incentives: Standard non‑management director pay mixes cash retainers and time‑vested RSUs with ownership guidelines (5× retainer) and prohibits hedging/pledging; initial Form 3 shows zero holdings, with expectations to build ownership over five years .
- Conflicts & related‑party: Company disclosed no related‑party transactions for Brimm; appointment under the Cooperation Agreement is transparent; PBI’s related‑person policy provides structured oversight via Governance Committee .
- Risk indicators: No Item 404(a) transactions, tax gross‑ups or director options; plan‑level clawback and double‑trigger CIC terms in place; independent compensation consultant (Pay Governance LLC) advising the Compensation Committee .
Key implications: Brimm’s committee placements (Governance and Executive Compensation) and external board governance roles suggest strong oversight contributions on director/exec pay and board composition. Ownership alignment will be clearer as RSUs vest and guideline accumulation progresses; policies prohibiting hedging/pledging and mandating ownership help mitigate alignment risks .