Executive Compensation Charter
Purpose of Committee
The purpose of the Executive Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Pitney Bowes Inc. (the "Company") is (i) to review and recommend changes to the compensation of the Chief Executive Officer ("CEO") and to assist the Board in discharging its responsibility relating to the compensation of other officers of the Company as defined in Rule 16a-1(f) of the rules promulgated under Section 16 of the Securities Exchange Act of 1934 (the "Executive Officers"), (ii) to produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"), and (iii) to review and approve allocations of shares in the Company's employee stock plans in connection with the granting of stock options and other stock awards.
Committee Structure and Operations
The Committee shall be composed of a minimum of three Directors, with all members of the Committee to be independent, according to independence standards established by the Board, consistent with applicable statutes, regulations, and listing standards of the New York Stock Exchange ("NYSE"). In addition, all members of the Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. The Board shall appoint members of the Committee annually, including a Director to serve as Committee Chair, after consideration of nominations by the Governance Committee.
As permitted by the Company’s Amended and Restated By-Laws, in the absence or disqualification of a member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another independent Director to act as a member of the Committee at the meeting in place of any such absent or disqualified member. Any independent Director serving as an alternate member of the Committee must satisfy the standards for Committee membership as set forth above.
The Committee shall meet at least four times per year, with additional meetings to occur as deemed necessary or desirable by the Committee or the Committee Chair. A majority of the members of the Committee shall constitute a quorum for action.
Committee Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
1. In consultation with senior management, the Committee shall establish the Company's executive compensation philosophy, and oversee the development and implementation of compensation programs that (a) support the Company's overall strategy and objectives; (b) attract and retain key executives; and (c) link total compensation to financial performance and attainment of strategic objectives, including enhancement of long-term shareholder value.
2.Review and approve corporate goals and objectives relevant to the compensation of the CEO and other Executive Officers, and annually evaluate such individuals' performance in light of those goals and objectives. The Committee shall evaluate the compensation levels and payouts against, among other factors, (1) pre-established measurable performance goals and objectives and (2) an appropriate comparative group. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company's performance and relative shareholder return, and the awards given to the executive in past years.
3. Determine guidelines and specific provisions for stock options, stock and other equity-based incentive awards to be granted to eligible employees other than the CEO.
4. On an annual basis, review the performance and development of the CEO at a joint meeting with the Governance Committee, at which the chair of the Governance Committee presides, in preparation for a full Board review of such matters.
5. Review all elements of CEO compensation annually at a meeting in executive session, and, together with the other independent Directors of the full Board, determine and approve such executives' compensation based on this review. Determine and approve all elements of compensation annually for all other Executive Officers.
6. Review the competitive position of, and approve and recommend changes to, the plans, systems, and practices of the Company relating to total compensation programs applicable to the Executive Officers.
7. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
8. Review and approve any executive severance arrangements for Executive Officers.
9. Review and approve stock ownership guidelines for Executive Officers.
10. Review and discuss with management and determine whether to recommend for inclusion in the Company's annual report or proxy statement the "Compensation Discussion and Analysis" as required by SEC rules and regulations.
11. (a) Be directly responsible for the appointment, compensation and oversight of the work of any outside counsel, consultants and other advisors retained by the Committee; and (b) assess the independence of any outside counsel, consultants and other advisors (whether retained by the Committee or management) that provide advice to the Committee, in accordance with NYSE listing standards.
12. Prepare and issue the evaluations and reports required under "Committee Reports" below.
13. Make recommendations to the Board regarding material changes to equity-based plans, and review and approve allocations of shares of Company common stock in connection with stock options, stock and other equity-based incentive grants under the Company's stock plan and Employee Stock Purchase Plan.
14. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs.
15. The Compensation Committee shall review the results of any advisory votes on the compensation of the company's named executive officers and consider whether to make any adjustments to the company's executive compensation policies and practices.
16. With respect to any matter within the scope of this charter identified as an Enterprise Risk by the Company's Risk Steering Committee and reported to the Audit Committee of the Board of Directors, the Committee shall oversee the management by the Company of such Enterprise Risk.
The Committee shall produce the following reports and provide them to the Board:
1. An annual Report of the Executive Compensation Committee for inclusion in the Company's annual proxy statement in accordance with applicable rules and regulations.
2. An annual performance evaluation of the Committee. The performance evaluation should also recommend to the Governance Committee whether any improvements to this charter are deemed necessary or desirable. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make this report.
3. A summary of the actions taken at each Committee meeting which shall be presented by the Committee Chair to the Board at the next Board meeting.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities.
The Committee shall have the authority to select, retain, terminate and approve the fees and other retention terms of such outside counsel, consultants and other advisors as the Committee in its sole discretion deems appropriate, including compensation consultants retained to assist in the evaluation of the CEO or other senior executive compensation. The Committee shall receive appropriate funding, as determined by the Committee, for payment of compensation to any such advisors.