ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 12, 2021, the Board of Directors of Pitney Bowes Inc. ("Pitney
Bowes") elected Ana Maria Chadwick as the company's Executive Vice President and
Chief Financial Officer (CFO) reporting to Marc B. Lautenbach, President and
Chief Executive Officer (CEO), Pitney Bowes effective January 29, 2021. Ms.
Chadwick will succeed Joseph Catapano, who has been serving as interim CFO and
who will return to his position as Chief Accounting Officer.
Ms. Chadwick, 49, joins Pitney Bowes from GE Capital, the financial services
division of General Electric Company, where she held several executive
positions. Her responsibilities included both operational and financial
positions, along with strong transformational and financial services experience.
Most recently, Ms. Chadwick was President and CEO of GE Capital Global Legacy
Solutions. Previously, she was Controller of GE Capital Americas and Chief
Financial Officer at GE Capital Energy Financial Services. Ms. Chadwick has held
several leadership positions of increasing responsibilities within General
Electric Company, including five years as CFO and later Chief Operating Officer
of Consumer Finance and Banking in Latin America. She also served as CFO of GE
Consumer Finance Switzerland and Vice President of Financial Planning and
Analysis at GE Consumer Finance, Americas.
The following summarizes the material terms of the compensation and benefits Ms.
Chadwick will be entitled to receive.
Annual base salary                                       $575,000

Annual discretionary cash incentive                      Target opportunity of 80% of base salary with
                                                         first eligibility in February 2022 for the
                                                         2021 performance year.

Long Term incentives                                     Target opportunity of $1.25 million with
                                                         first award in February 2021. The company's
                                                         current long-term incentive mix is 60% cash
                                                         incentive units vesting after three years,
                                                         20% performance restricted stock units
                                                         vesting pro rata over three years and 20%
                                                         nonstatutory stock options vesting pro rata
                                                         over three years. Awards are to be
                                                         administered in accordance with the terms of
                                                         the company's 2018 Stock Plan and the
                                                         standard form of award agreement.

Sign-on compensation awards (make up for Forfeitures from prior employment)



Cash                                                     $500,000 upon 6-month anniversary of
                                                         employment with a 12 month claw back.

Equity                                                   A restricted stock unit award with a target
                                                         opportunity of $500,000 vesting 1/3 on the
                                                         one-year anniversary of the award (in
                                                         February 2022), the next 1/3 portion on the
                                                         second anniversary of the award (in February
                                                         2023) and the remaining 1/3 portion on the
                                                         third anniversary of the award (in February
                                                         2024).





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No arrangement or understanding exists between Ms. Chadwick and any other person
pursuant to which Ms. Chadwick was selected as an officer of the company. There
is no family relationship between any director, executive officer, or person
nominated or chosen by the company to become a director or executive officer of
the company and Ms. Chadwick. Ms. Chadwick is not a director of any company with
a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 or subject to the requirements of Section 15(d) of such Act
or any company registered as an investment company under the Investment Company
Act of 1940. In addition, since the beginning of the company's last fiscal year,
there has been no transaction (or series of transactions), and there is no
currently proposed transaction (or series of transactions), to which the company
or any of its subsidiaries was or is to be a party, in which the amount involved
exceeds $120,000 and in which Ms. Chadwick or any member of her immediate family
had or will have a direct or indirect material interest.

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