PITNEY BOWES INC /DE/ appointed Jason C. Dies as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Departure of President and Chief Executive Officer and Appointment of Interim Chief Executive Officer


On September 29, 2023, the Board of Directors of the Company (the "Board") appointed Jason C. Dies, Executive Vice President and Group Executive of the Company, to the position of Interim Chief Executive Officer of the Company effective October 2, 2023 (the "Transition Date"). In connection with Mr. Dies' appointment, Marc Lautenbach will step down from his position as President and Chief Executive Officer and as a member of the Board, effective as of the Transition Date. These actions were not related to any matter regarding the business or the Company's operations, financial condition, reported financial results, internal controls or disclosure controls and procedures. Mr. Lautenbach and the Company entered into a Separation Agreement and General Release (the "Separation Agreement") providing for the severance payments and benefits provided for under the Company's Severance Pay Plan, determined in accordance with the Company's general practices for determining severance pay, as well as the benefits he is entitled to upon retirement, in each case, as disclosed in the Company's annual proxy statement filed with the Securities and Exchange Commission on March 14, 2023.


Mr. Dies, age 53, has served as the Company's Executive Vice President since October 2017 and Group Executive since January 2023, in which role he is responsible for managing the Company's Sending Technology Solutions (SendTech) and Presort Services business units, as well as the functional groups of Human Resources, Information Technologies, Marketing and Communications. Previously, Mr. Dies served as President of SendTech between July 2015 and October 2017. Prior to joining Pitney Bowes in July 2015, Mr. Dies had a 20-year career at IBM, where he served most recently as General Manager, Public Sector for IBM Global Technology Services, North America. Mr. Dies graduated from Cornell University with a Bachelor of Arts in Government, and holds a Masters of Arts in Political Science from the University of Pennsylvania. He serves on the Connecticut Board of The American Red Cross.


In connection with Mr. Dies' appointment, the Company and Mr. Dies entered into a letter agreement (the "Letter Agreement"), which provides that, in order to appropriately compensate him for his increased responsibilities as Interim Chief Executive Officer, Mr. Dies will receive a monthly cash stipend of $60,000, an increase to his 2024 target long-term incentive award opportunity of $200,000 and a grant of RSUs with a grant date value of $200,000 and vesting on the same basis as the annual award of RSUs granted to the Company's executives in 2023.


The foregoing descriptions of the Separation Agreement and Letter Agreement in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the full terms and conditions of the Separation Agreement and Letter Agreement, as applicable, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated in this Item 5.02 by reference.