Pitney Bowes Inc. · NYSE:PBI

Pitney Bowes — Proxy Contest (April 2023)

97 slides from Pitney Bowes's proxy contest presentation, Apr 13, 2023

  1. Slide 1: Committed to shareholder value creation

    Committed to shareholder value creation April 2023 CONFIDENTIAL

  2. Slide 2: Cautionary statement regarding forward-looking statements

    Cautionary statement regarding forward-looking statements About Pitney Bowes Pitney Bowes (NYSE:PBI) is a global shipping and mailing company that provides technology, logistics, and financial services to more than 90 percent of the Fortune 500. Small business, retail, enterprise, and government cli

  3. Slide 3: Table of contents

    Table of contents Executive summary 4 Introduction to today’s Pitney Bowes 11 The transformation of Pitney Bowes 18 Our roadmap remains the right strategy to deliver shareholder value 40 Highly-regarded Board and corporate governance practices 46 Hestia’s proxy contest is misleading and misinformed

  4. Slide 4: Executive summary

    Executive summary

  5. Slide 5: PBI is transforming the business for sustainable growth and long-term shareholder value

    PBI is transforming the business and positioning it for sustainable growth and long-term shareholder value Our Board and management had to undertake a significant transformation in the last 10 years to address structural business challenges At the time Marc Lautenbach was appointed CEO in December 2

  6. Slide 6: PBI is transforming the business (cont'd)

    PBI is transforming the business and positioning it for sustainable growth and long-term shareholder value (cont’d)â–ª The current management inherited a disjointed portfolio of assets in declining markets in 2012 – since then, we have simplified our portfolio considerably, moving away from challeng

  7. Slide 7: PBI is transforming the business (cont'd)

    PBI is transforming the business and positioning it for sustainable growth and long-term shareholder value (cont’d)Today Pitney Bowes is an integrated â–ª We have mitigated the persistent decline in revenues we faced a decade ago by strategically mailing, shipping and expanding into the shipping and

  8. Slide 8: Hestia's proxy contest is misleading and misinformed with a value-destructive strategy

    Hestia’s proxy contest is misleading and misinformed with a value-destructive strategyX Hestia has rejected every offer of compromise and has instead continuously moved the “goalposts”Hestia has offered no coherent strategy and has repeatedly shifted its proposalsX â–ª Hestia’s “100-Day” plan only h

  9. Slide 9: Hestia's 100-day plan critique

    Hestia’s “100-day plan” can more aptly be labeled as “give us 100 days to come up with a plan” Hestia aims to achieve a “run rate” in 12 months – however none of their six “Value Creation Pillars” have any timelines specified Though Hestia labels gross margins, cash generation, balance sheet and cap

  10. Slide 10: Our significant Board refreshment already exceeds Hestia's initial ask

    Our significant Board refreshment already exceeds Hestia’s initial ask and any further near-term change would put PBI’s operational stability and shareholder value at riskOur slate includes 3 new director Board refreshment (2015-2023) candidates, including Hestia’s nominee KatieMay, and 3 incumbents

  11. Slide 11: Introduction to today's Pitney Bowes

    Introduction to today’s Pitney Bowes

  12. Slide 12: Pitney Bowes today: who we are and what we do

    Pitney Bowes todayWho we are and what we do Financial overview 2022 Founded in 1920, we provide technology, logistics, and financial services – which reduce the $3,538MM $176MM complexity of sending mail and parcelsNet cash from operating Revenue activities We serve businesses of all sizes including

  13. Slide 13: Our businesses in more detail

    Our businesses in more detail #1 global mailing and shipping hardware 1 device provider 65-70% recurring revenue $1,360MM 38% 900K+ sending devices and SaaS solutions with 150K+ paid SaaS subscribers SendTech of 2022 600K+ clients with ~90% retention rate Digital and physical: Shipping / mail / reve

  14. Slide 14: SendTech high-margin, recurring revenue business model

    SendTech excels as a high-margin, recurring revenue business model serving a resilient and durable client base Package tracking ✓ #1 global sending devices market provider Inbound receiving ✓ Market leader in capturing U.S. metered Mailing and shipping postage spend with 65-70% recurring revenue and

  15. Slide 15: Financial services capabilities support SendTech offerings

    Our financial services capabilities provide integral support to our SendTech shipping and mailing offerings Integral financing support to SendTech services… Our bank is a regulated financial institution… Operating Lending institution State chartered bank EQUIPMENT POSTAGE SHIPPING Industrial Loan Co

  16. Slide 16: Presort is the largest USPS workshare partner

    Our Presort segment is the largest USPS workshare partner and the only national outsourced mail network We play a critical role in mailing across the US #1 workshare partner of the USPS Pick up mail Verify addresses and move Merge multiple Only national network with 35 updates mailstreams sortation

  17. Slide 17: GEC is a leading ecommerce logistics player leveraging USPS connectivity

    We have built GEC into a leading ecommerce logistics player which leverages USPS connectivity for nationwide coverage Critical presence in the logistics supply chain Strategic national presence Physical Seattle, WA Cross-border Chicago, IL consumer Boston, MA Fulfillment Domestic and Reno, NV Salt L

  18. Slide 18: The transformation of Pitney Bowes

    The transformation of Pitney Bowes

  19. Slide 19: Our execution roadmap during Pitney Bowes' transformation

    Our execution roadmap during Pitney Bowes’ transformation Streamlined, restructured and enhanced a disjointed portfolio of assets in secular decline 1 inherited by the current management in 2012 that now form a coherent business portfolio balanced between cash-generating and growth assets Thoughtful

  20. Slide 20: Management inherited a disjointed portfolio of declining assets in 2012

    Management inherited a disjointed portfolio of secularly declining assets in 2012 5 = weak 5 = strong As of 2012 Technology Revenue facilitating Market Business segments Key offerings Growth outlook ($BN) mailing and position shipping? Mail rooms, facilities & Management Services document management

  21. Slide 21: We shed businesses with secular headwinds

    During our transformation, we shed businesses with secular headwinds and limited operating leverage potential 5 = weak 5 = strong We have exited assets in challenging industries where we were not positioned to win Technology Business segments facilitating Market Divestment Transaction Focus area Gro

  22. Slide 22: We restructured and enhanced the remaining businesses

    We restructured and enhanced the remaining businesses with investments in improved product platforms and growth in important adjacencies Restructured and enhanced our market leading segments… 5 = weak 5 = strong 2012 Today Market Growth Market Growth Segments Key investments since 2012 Segments posi

  23. Slide 23: Balanced organic and inorganic growth investments

    We have invested in balanced organic and inorganic growth of our mailing and shipping offerings Represents Presort tuck-ins $2.6BN of organic and inorganic investment between 2013 and 2022 2014 – 2016 2018 – 2022 Re-engineered Enterprise Business Platform primarily to simplify SendTech Expanded Dome

  24. Slide 24: A coherent and synergistic portfolio reducing complexity

    Today, we have a coherent and synergistic portfolio centered on reducing complexity in mailing and shipping A simplified and focused business model Simplifying shipping Shipping Mailing decisions Streamlining end-to-end mailing processes Embedded Shared USPS Shared Related Natural software and carri

  25. Slide 25: Balanced and disciplined capital allocation policy

    Balanced and disciplined capital allocation policy Balanced stockholder returns, debt repayments and growth investments… $1.7BN $1.5BN $1.6BN $1.1BN $2.1BN $0.3BN Debt paid down Capital returned Capex (organic Acquisitions Divestitures Average annual Cash (2013-22)1 to shareholders investments) (201

  26. Slide 26: Aggressive debt reduction has created strategic flexibility

    Aggressive debt reduction has created strategic flexibility Total debt composition, $BN Implied operating debt Implied financing debt¹ Manageable debt $3.8 profile Total debt reduction of $3.3 $1.7BN since 2012-22 $1.1 $2.7 March 2021 $1.2 $2.6 refinancing $2.3 meaningfully extended $2.2 our maturit

  27. Slide 27: Balanced organic investments across business portfolio

    ...while we have deployed balanced organic investments across our business portfolio Capital expenditures across current segments (excluding divested assets), $MM Presort SendTech1 GEC Shared / Group Level 2 Cumulative capex since 2013 SendTech: ~$600MM Presort: ~$231MM GEC: ~$372MM Shared / Group L

  28. Slide 28: We have eliminated several hundred million dollars of expenses

    Since 2012, we have eliminated several hundred million dollars of expenses Our SG&A as % of revenue has declined from ~39% Unallocated corporate expenses are linked to providing in 2012 to ~26% in 2022 service to all business segments SG&A as % of revenue1 Breakup of unallocated expenses within SG&A

  29. Slide 29: Strategic initiatives to drive continued growth

    SendTech Presort GEC We have executed crucial strategic initiatives to revitalize and drive continued growth in SendTech Expanded TAM into growing Evolved Go-To-Market Revitalized core mailing shipping software space (GTM) to drive efficiency in Focus area product portfolio with focused and core off

  30. Slide 30: SendTech's repositioning has fueled profitable growth

    SendTech Presort GEC SendTech’s successful repositioning has fueled its profitable growth, despite declines in the traditional mailing industry Our investments in product refresh have provided stability to our mailing portfolio despite industry trends Our SaaS offerings drive consistent above-market

  31. Slide 31: SendTech investments for a digitalized world

    SendTech Presort GEC Our investments in SendTech have repositioned it to provide solutions to an increasingly digitalized world Investments in SaaS-based devices and cloud software have transformed SendTech into a full-service mailing and shipping solutions provider Analytics and software solutions

  32. Slide 32: Presort growth in a declining market

    SendTech Presort GEC Opportunistic M&A, network investment and an expanded product portfolio drive Presort’s growth in a declining market Achieving solid growth via Drove efficiencies through organic customer Expand offering portfolio network optimization and Focus area acquisition and highly into M

  33. Slide 33: Market leading position in Presort

    SendTech Presort GEC Market leading position in Presort with growing revenue base despite secular challenges Pitney Bowes Presort vs. USPS mail volumes since 2008 (rebased to 100) Marketing mail volumes First class mail volumes Total mail volumes Presort Market Presort Market Presort Market 180% 180

  34. Slide 34: The Newgistics acquisition complemented our ecommerce portfolio

    SendTech Presort GEC The Newgistics acquisition complemented our ecommerce portfolio, adding domestic parcel logistics services GEC pre-Newgistics Newgistics (2017) Cross-border Fulfilment 2 regional warehouses 200+ global destinations Manual sorting and limited integration Fully tracked services

  35. Slide 35: Newgistics platform required investment

    SendTech Presort GEC We knew the Newgistics platform required investment to meet the evolving needs of our targeted B2C clientele Newgistics at acquisition Platform modernization investments GEC today Subscale, underinvested Integrated fulfilment, forward logistics and reverse regional reverse logis

  36. Slide 36: GEC operating and financial KPI improvements

    SendTech Presort GEC Supported by our investments, GEC has seen considerable improvements in operating and financial KPIs Our performance metrics speak for themselves Improvements are driving higher On time delivery improved from 78% in March 2022 to 90%+ currently service level performance 2 days f

  37. Slide 37: GEC is purpose built for B2C ecommerce

    SendTech Presort GEC GEC is purpose built for B2C ecommerce, with an asset-light business model leveraging USPS for last mile delivery GEC’s domestic playfield Purpose-built platform for B2C ecommerce logistics (1-5 lbs parcels) Ecommerce logistics supply chain infrastructure Leveraged Newgistics’ u

  38. Slide 38: GEC network virtually complete, creating operating leverage

    SendTech Presort GEC With domestic network virtually complete, strong service levels and new client wins create operating leverage GEC’s financial outlook GEC’s domestic network build-out with 16 hubs is virtually complete Population density1 Financial performance is expected to 0–50 200–300 be driv

  39. Slide 39: Complementary, balanced portfolio poised to deliver growth

    We now have a complementary, balanced business portfolio that is poised to deliver profitable revenue growth SendTech Presort GEC 38% of 2022 revenue 17% of 2022 revenue 45% of 2022 revenue Recurring revenue business Market leading position Excellent foothold in a high Strategic focus model with a s

  40. Slide 40: Our roadmap remains the right strategy to deliver shareholder value

    Our roadmap remains the right strategy to deliver shareholder value

  41. Slide 41: Timely actions shielded us from unfavorable macro trends

    Our timely actions have shielded us relative to the unfavorable macro trends our traditional end markets faced Through our strategic initiatives, we have transformed our business from one of shrinking 1 to growing revenues, and created a strategically coherent portfolio that is now on the cusp of su

  42. Slide 42: Moved from negative to positive five-year revenue CAGR

    In transformation, we have moved from a negative five-year CAGR of 8.6% to a positive five-year CAGR of 4.9% Persistent decline in revenues was a key Revival of revenue growth with challenge prior to Mr. Lautenbach’s expansion into Ecommerce Logistics appointment ‘17-’22 CAGR 4.9% ‘12-’17 CAGR (6.6%

  43. Slide 43: We acknowledge our TSR has underperformed

    We acknowledge our TSR has underperformed against traditional comparables during our business transformation… Total Shareholder Returns (TSR) through unaffected date of 11/18/2022 (Schedule 13D filing) 1-year TSR 3-year TSR 5-year TSR S&P S&P S&P Pitney Form 10-K & SmallCap Pitney Form 10-K & SmallC

  44. Slide 44: Our actions were necessary for long-term viability

    …however, similar to other industries in transformation, our actions were necessary for our long-term viability Total Shareholder Returns (TSR) through unaffected date of 11/18/2022 (Schedule 13D filing) 1-year TSR 3-year TSR Pitney Bowes Bookstore chains Radio broadcasting Movie theater chains Pitn

  45. Slide 45: Confident in targeted 2026 margin profile

    We remain confident in our ability to deliver our targeted 2026 margin profile for our segments SendTech Presort GEC ~30% ~15% 6-8% Long-term EBIT Long-term EBIT EBIT margins margins margins in 2026 SendTech and Presort provide a strong and durable foundation to our business with sizable upside pote

  46. Slide 46: Highly-regarded Board and corporate governance practices

    Highly-regarded Board and corporate governance practices

  47. Slide 47: Highly-regarded and significantly refreshed Board

    We have a highly-regarded and significantly refreshed Board that possesses the right skills to oversee Pitney Bowes’ long-term strategy Our governance practices are better than or in line with the broader market; ISS has 1 assigned us the lowest level of governance risk Robust ongoing Board refreshm

  48. Slide 48: Governance practices better than or in line with market

    Our governance practices are better than or in line with the broader market Better than or in % of S&P 600 Independent third-party proxy Governance provision line with market with provision practices? advisor ISS ranks PBI as best-in-class, indicating the lowest level Annually elected Board 65% of g

  49. Slide 49: Overview of our Board and approach to composition

    Overview of our Board1 and our approach to Board composition Independence Overview of Board 1 approach to composition 89% Board composition is reviewed regularly, with the goal of aligning directors’ skills and expertise with PBI’s long-term strategy, while ensuring appropriate balance of institutio

  50. Slide 50: Robust ongoing Board refreshment program

    Robust ongoing Board refreshment program while ensuring appropriate continuity… 6 independent directors added and 8 longer-tenured directors have stepped down, reducing average tenure from ~11 years at the end of 2018 to ~5 years1 at conclusion of 2023 AGM 6 Michael I. Roth 1 Eduardo R. Menascé 7 Da

  51. Slide 51: Highly-qualified and engaged directors

    …resulting in a Board that is comprised of highly-qualified and engaged directors Director Key experience / qualifications Steven Brill â–ª Retired from UPS in 2020, where he last served as the President of Corporate Strategy, working on the long-term Retired President of direction of the enterprise

  52. Slide 52: Highly-qualified and engaged directors (cont'd)

    …resulting in a Board that is comprised of highly-qualified and engaged directors (cont’d) Director Key experience / qualifications Mary J. Steele Financial Services executive for 25 years on Wall Street, including at JP Morgan Chase, and other financial services Guilfoile firms. Has relevant indust

  53. Slide 53: Highly-qualified and engaged directors (cont'd)

    …resulting in a Board that is comprised of highly-qualified and engaged directors (cont’d) Director Key experience / qualifications Sheila A. Stamps â–ª Operating experience in commercial banking and capital markets, small and medium sized businesses, risk Former Commissioner management, and interna

  54. Slide 54: Our directors possess the key skills to oversee PBI's strategy

    Our directors possess the key skills to oversee PBI’s strategy Directors Anne Robert Mary Steele Marc Linda Sheila Darrell Steve Brill Busquet Dutkowsky Guilfoile Lautenbach Sanford Stamps Thomas Experience As Current Or Recent Public Company CEO Mailing / Logistics / Shipping Experience Retail And

  55. Slide 55: Directors' key skills (cont'd)

    Our directors possess the key skills to oversee PBI’s strategy (cont’d) Directors Anne Robert Mary Steele Marc Linda Sheila Darrell Steve Brill Busquet Dutkowsky Guilfoile Lautenbach Sanford Stamps Thomas Other Public Company Board Experience Governance Experience CFO Experience M&A Experience / Acu

  56. Slide 56: Directors' interests are aligned with shareholders

    Contrary to Hestia’s inaccurate claims, our directors’ interests are directly aligned with shareholders Hestia’s inaccurate claims “The current Board owns few shares…the Board’s collective de minimis stake in Pitney Bowes shows a clear lack of alignment with long-suffering stockholders.” The FACTS D

  57. Slide 57: Highlights of our compensation plan

    Highlights of our compensation plan â–ª Rigorous targets have ensured appropriate realized compensation is directly linked to performance – 90% of Mr. Lautenbach’s 2022 compensation was at-risk – Mr. Lautenbach’s realized compensation has decreased in each of the last 2 years, and was ~53% of target

  58. Slide 58: Compensation aligns management and shareholder interests

    Compensation structure aligns management and shareholder interests Shareholders have supported say-on-pay with an average of >90% over the past 3 years 2022 CEO compensation mix Strong compensation and pay governance practices Long-term Base salary 100% of annual incentive tied to pre-established fi

  59. Slide 59: Rigorous goals link realized compensation to performance

    Rigorous goals have ensured appropriate realized compensation is directly linked to performance Annual incentive and PSU / CIU payouts have been below target for the last 7 years, with average payouts of ~50% and ~42% of target for Mr. Lautenbach, respectively Annual Incentive Payout factor as % of

  60. Slide 60: Our Board and management are highly engaged

    Our Board and management are highly engaged… Comprehensive investor outreach program on both business and governance topics Highlights of our CEO’s 2022 employee engagements â–ª Includes post-earnings communications, one-on-one In-person and virtual events conferences, individual meetings and genera

  61. Slide 61: Leading environmental and social practices

    …and oversee leading environmental and social practices Independent third-party Disclosure frameworks Alignment with third-party recognition considered goals framework â–ª Focus particular attention on the environmental risks most relevant for our Company: – Impact of carbon emissions due to the use

  62. Slide 62: Hestia's numerous misleading governance claims

    Hestia’s numerous misleading governance claims Hestia’s inaccurate claims The FACTS x Excessive director Robust ongoing Board refreshment program; since tenure and dismal TSR 2018, we have added 6 independent directors1 while 8 longer tenured directors have stepped down x Lack of stock All executive

  63. Slide 63: Hestia's proxy contest is misleading and misinformed

    Hestia’s proxy contest is misleading and misinformed with a value-destructive strategy

  64. Slide 64: Hestia's proxy contest is misleading and value-destructive

    Hestia’s proxy contest is misleading and misinformed with a value-destructive strategy We have made extensive efforts to engage constructively and in good faith with Hestia, but despite 1 this Hestia chose to pursue an unnecessary and misguided proxy fight Hestia is seeking control of PBI but has ar

  65. Slide 65: We tried to constructively engage with Hestia

    We tried to constructively engage with Hestia… Nov 2021 – â–ª PBI participants spanned a variety of levels and teams within the organization, and included both Mr. Lautenbach and May 2022 Ana Chadwick (CFO) (7 meetings, incl. â–ª Constructive engagement, during which Hestia repeatedly claimed they w

  66. Slide 66: Board made genuine efforts to reach resolution

    …and our Board made genuine efforts to come to a reasonable resolution â–ª Our 2 new director appointments in 2023 and the recommendation for Katie May, the announcement of 3 incumbents (including our Chairman) stepping down and our offer to expand the scope of our existing Finance Committee have mo

  67. Slide 67: Hestia made vague promises while scrambling to formulate a plan

    For months, Hestia made vague, empty promises to shareholders while it scrambled to formulate a plan “We look forward to formally “We look forward to announcing an “…we have an interim introducing our proposed interim interim Chief Executive Officer Chief Executive Officer Chief Executive Officer, d

  68. Slide 68: Hestia's conflicting and changing points of view

    Hestia’s conflicting and changing points of view for Pitney Bowes Over months of private engagement, Hestia refused to share any of the assumptions underlying its analysis Prior thesis Revised thesis Valuable asset with Spin-off (at an GEC the wrong strategy; unrealistic valuation) “shrink GEC” then

  69. Slide 69: Hestia fixated on a redundant Board committee

    Hestia remains fixated on establishing a redundant Board committee Hestia’s proposed new PBI’s existing Finance Committee Strategic Planning and Capital responsibilities Allocation Committee areas of focus We clearly articulated to Reviews PBI’s financial condition and â–ª Support management and pro

  70. Slide 70: Our nominees have superior skills and experience

    Our nominees, including those whom Hestia is targeting, have superior skills and experience compared to Hestia’s nominees â–ª All the skills Hestia publicly claimed on March 61 the Board “needs” are already currently represented on our Board â–ª 10 days later, Hestia highlighted a different list of

  71. Slide 71: Hestia's nominees lack necessary skills and backgrounds

    Aside from Katie May, Hestia’s nominees lack the necessary skills and backgrounds to help execute our strategy Hestia’s current nominees Withdrawn nominees Milena Lance Ken Todd Everett Kurt Wolf Katie May Carl Grassi Alberti-Perez Rosenzweig McBride x Limited public x No public x History of x Limit

  72. Slide 72: Lance Rosenzweig is not qualified to serve

    Lance Rosenzweig is not qualified to serve as a director of Pitney Bowes, much less as CEO Mr. Rosenzweig does not have any shipping and logistics experience  Mr. Rosenzweig is not qualified to serve as a director of Pitney Bowes, much less as CEO, based on his track record of poor performance an

  73. Slide 73: Lance Rosenzweig is not qualified (cont'd)

    Lance Rosenzweig is not qualified to serve as a director of Pitney Bowes, much less as CEO (cont’d)  The company had declining year-over-year (YoY) revenue in every quarter he was CEO  Q3 2020 revenue was down (32%) YoY Mr.  Q4 2020 revenue was down (21%) YoY; FY 2020 revenue was down (31%)

  74. Slide 74: Hestia misunderstands how a public company board should operate

    Hestia and Mr. Rosenzweig fundamentally misunderstand how a public company board and management should operate Mr. Rosenzweig letter to PBI shareholders dated 4/4/23 Directors are needed to supplement Hestia’s CEO candidate’s lack of qualifications 1. “Optimize Corporate Cost Structure” Lance Rosenz

  75. Slide 75: Hestia's candidates lack experience and commitment

    Hestia’s candidates lack experience and commitment Kurtis J. Wolf Unpredictable and erratic behavior over the course of many months of engagement between the Company and Hestia calls into question his commitment to creating shareholder value and the execution of our strategy ƒ’ Despite claiming to h

  76. Slide 76: Candidates would not be ready to lead on day one

    … and would not be ready to lead Pitney Bowes on day one Milena Alberti-Perez  CFO of MediaMath, Inc. in August 2020 when it was sued by Searchlight Capital Partners for breach of contract related to MediaMath’s credit facility. While the case was dismissed, Alberti-Perez left MediaMath four mont

  77. Slide 77: Hestia's stock price predictions violate the Proxy Rules

    Hestia’s stock price predictions are misleading to shareholders and violate the Proxy Rules Rule 14a-9 under the Exchange Act forbids “[p]redictions as to specific future market values” â–ª In its recent campaign materials, Hestia has Rule 14a-9 and its application in proxy contests repeatedly predi

  78. Slide 78: Hestia changed its mind on expense reimbursement

    Symptomatic of its overall campaign, Hestia has now also changed its mind on expense reimbursement Hestia press release, December 12, 2022 Expense reimbursement pivot â–ª Symptomatic of its overall campaign, Hestia has also pivoted on reimbursement for the cost of its unnecessary “. . . Hestia would

  79. Slide 79: Hestia's Shrink GEC strategy is flawed

    Hestia’s “Shrink GEC” strategy is flawed, value destructive, and demonstrates a poor understanding of GEC FLAW 1: Hestia’s ‘scale at expense of profitability’ argument is built on flawed assumptions –logistics networks require frontloading of costs, GEC’s network build-out is virtually complete It i

  80. Slide 80: Shrink GEC strategy is flawed (cont'd)

    Hestia’s “Shrink GEC” strategy is flawed, value destructive, and demonstrates a poor understanding of GEC (cont’d) FLAW 3: Hestia’s plan to scale back our facilities will unravel GEC’s coast-to-coast network that is essential to serve e-retailers Hestia has a poor grasp of how our 16 facilities are

  81. Slide 81: Pitney Bowes' strategy is right for GEC

    Pitney Bowes’ strategy remains the right strategy for GEC –and has been validated on several fronts Our two core platforms – Domestic Parcel Services and Cross Border Services – are powered by best-in-class logistics technology and data science Post pandemic, both platforms are operating with predic

  82. Slide 82: Hestia's campaign built on flawed assumptions

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business Hestia’s inaccurate claims The FACTS X $15+ “target stock price” There is no timeline mentioned for their $15 target share price and no reconciliation as to how these numbers calculated Hestia pre

  83. Slide 83: Hestia's flawed assumptions: corporate cost structure

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business Hestia’s inaccurate claims The FACTS X Pillar #1 – Optimize Corporate cost structure Hestia’s peers have nothing to do with Pitney – they have been cherry-picked to make the comparisons look good

  84. Slide 84: Hestia's flawed assumptions: GEC profitability

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS Pillar #2 – Restore Hestia’s “GEC strategies” are merely targets with no roadmap or timelines to achievement X GEC profitability and There are signifi

  85. Slide 85: Hestia's flawed assumptions: GEC niche strategy

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS Pillar #2 – Restore GEC profitability and explore alternatives GEC has forsaken a “niche” strategy in favor of competing with UPS/FedEX Pillar #2 – Re

  86. Slide 86: Hestia's flawed assumptions: SendTech growth

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS X Pillar #3 – Drive Auctane’s business model was based on taking excessive margin profitable growth share from USPS—the economics of this model proved

  87. Slide 87: Hestia's flawed assumptions: compensation and ownership

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS Pillar #6 – Ensure Board protects and prioritizes stockholders Executive compensation and director stock ownership The executives and directors at Pit

  88. Slide 88: Hestia's flawed assumptions: capital structure

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS X Pillar #5 – Address Hestia has highly misleading analogies on debt paydowns – no company significant capital pays off all their debt—ever. In March

  89. Slide 89: Hestia's flawed assumptions: Board and stockholders

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS Pillar #6 – Ensure Board X protects and prioritizes Our governance practices are better than or in line with the broader market; ISS has assigned us t

  90. Slide 90: Hestia's flawed assumptions: PB Bank

    Hestia’s campaign is built on flawed assumptions and a clear misunderstanding of Pitney Bowes’ business (cont’d) Hestia’s inaccurate claims The FACTS PB Bank PBB is a regulated entity and is subject to customary reserve X requirements for the amount of cash & cash equivalents Cash held at the bank i

  91. Slide 91: Concluding remarks

    Concluding remarks

  92. Slide 92: Hestia's proxy contest is misleading and value-destructive

    Hestia’s proxy contest is misleading and misinformed with a value-destructive strategy X Hestia has rejected every offer of compromise and has instead continuously moved the “goalposts” Hestia has offered no coherent strategy and has repeatedly shifted its proposals X â–ª Hestia’s “100-Day” plan onl

  93. Slide 93: PBI is transforming the business for long-term shareholder value

    PBI is transforming the business and positioning it for sustainable growth and long-term shareholder value Our Board and management had to undertake a significant transformation in the last 10 years to address structural business challenges At the time Marc Lautenbach was appointed CEO in December 2

  94. Slide 94: Vote the GOLD proxy card today

    We urge you to support your Board by voting the GOLD proxy card today “FOR” all Pitney Bowes nominees as well as Hestia nominee Katie May

  95. Slide 95: Appendix

    Appendix

  96. Slide 96: Reconciliation of reported results to adjusted results

    Reconciliation of reported consolidated results to adjusted results (Unaudited; in thousands, except per share amounts) Three months ended December 31 , Twelve months ended December 31, 2022 2021 2022 2021 econclllatlon of reported net Income (loss) to adjusted EBIT and EBITDA Net income (loss) s 6,

  97. Slide 97: Glossary

    Glossary 3PL Third-Party Logistics ISS Institutional Shareholder Services AGM Annual General Meeting IT Information Technology API Application Programming Interface LLC Limited Liability Company B2B Business to Business MMF Marketing Mail Flat B2C Business to Consumer NEO Non-executive Officers CAGR

Pitney Bowes — Proxy Contest (April 2023) on 6ix