Slide 1: Proxy Chat: Discussion of Pitney Bowes Executive Compensation
Proxy Chat Discussion of Pitney Bowes Executive Compensation April 4, 2013 2 PitneyBowes 1
Slide 2: Background
Background Following the majority vote by stockholders against our Say-on-Pay vote at our 2012 annual meeting, the Executive Compensation Committee and the board engaged in an extensive re-examination of our executive compensation program, including reaching out to stockholders holding over 60% of o
Slide 3: Actions Taken After Say-on-Pay Vote
Actions Taken After Say-on-Pay Vote ‘Stockholder Feedback Features Prior to ‘Say on Pay Vote New Features and Changes ‘After Say on Pay Vote ‘The former CEO's annual incentive target was high ‘compared to peers Stronger alignment ‘between total CEO compensation and TSR Financial performance criteria
Slide 4: Actions Taken After Say-on-Pay Vote (Continued)
Actions Taken After Say-on-Pay Vote - (Continued) Stockholder Feedback Features Prior to Say on Pay Vote New Features and Changes After Say on Pay Vote Company peer group weighted toward companies with outsized peers, “In the prior peer group, we were in the 30” percentile of revenue and 13" percent
Slide 5: Actions Taken After Say-on-Pay Vote (Continued)
Actions Taken After Say-on-Pay Vote - (Continued) Features Prior to New Features and Changes Stockholder Feedback Say on Pay Vote After Say on Pay Vote Questioned the necessity *Granted the former CEO $2 million Cancelled this award, with the of Former CEO Special KEIP opportunity based on certain f
Slide 6: Snapshot of 2012 Compensation Payout Decisions
Snapshot of 2012 Compensation Payout Decisions ia a aceeire, eee, eae Financial Objectives owe 73 Strategic Objectives 11% 17% Payout Modifier o% m™% subtotal 75% 0% Negative Discretion (ne om Total Payout Factor oa 98% 25%) Sees ean cnn — ca rite ‘Adjusted Eamings per Share soe Adjusted Free Gash F
Slide 7: Former CEO Compensation
Former CEO Compensation ‘Summary Compensation Table Total - Murray Martin $9201 7,706 2010 zat 2012 ‘The above chart illustrates Mr. Martin's total compensation as disclosed in the Summary Compensation Table from 2010 to 2012. iney Bowes
Slide 8: New CEO at Pitney Bowes
New CEO at Pitney Bowes = Effective December 3, 2012, the board elected Marc B. Lautenbach as President and CEO. = The new CEO’s compensation is the following: * Annual base salary: $850,000 = Annual incentive target: 130%, no guaranteed bonus = Long term incentive target value: $4,000,000 = One-tim
Slide 9: New CEO Compensation
New CEO Compensation CEO Target Total Direct Compensation 2012 and 2013 itney Bowes
Slide 10: Moving Forward at Pitney Bowes
Moving Forward at Pitney Bowes + Pay for performance will continue to be the focus of Pitney Bowes’ compensation philosophy and plan design + We will continue communicating with our stockholders to gain further insight regarding their views on our executive compensation program and practices 10
Slide 11: Members of Our Peer Group
Members of Our Peer Group Appendix | + Our new peer group will be comprised of the following companies: — Agilent Technologies = tron Mountain* — Alliance Data Systems — Lexmark International — Avery Dennison* — NCR Corp. = Diebold* — RR. Donnelly & Sons Company = DST Systems — Rockwell Automation =