SS&C TECHNOLOGIES HOLDINGS, INC. SS&C 2024 Notice of Annual Meeting of Stockholders SS&C TECHNOLOGIES HOLDINGS, INC. 80 Lamberton Road, Windsor, Connecticut 06095 www.ssctech.com
SS&C Technologies Holdings (NASDAQ: SSNC) provides the global financial services and healthcare industries with a broad range of software and software-enabled services, combining end-to-end expertise across financial services operations with software and solutions to support the most complex and demanding customers in the financial services and healthcare industries. Fully Independent Nimble, highly responsive, and aligned with client needs. Consultative Experience Clients can leverage the long-standing and deep knowledge base of our subject matter experts. Proven Ability to Execute Our clients include some of the largest financial service and healthcare firms in the world. Digital Experience Access to data and analytics in real time. Ultimate Flexibility We collaborate to develop ideal operating models, from SaaS to full-service outsourcing. Technology Company We own and operate our technology and license it commercially.#1 in alternative fund administration and mutual fund transfer agency Investment, Fund, Loan Accounting Virtual Data Rooms Outsourced Middle and Back Office Reporting Solutions Data Analytics Regulatory and Risk Transfer Agency Healthcare Administration and Pharmacy Front Office Trading Intelligent Automation Solutions
Notice of 2024 Annual Meeting of Stockholders
May 29, 2024 (Wednesday) 9:00 am Eastern Time
The Annual Meeting will be held online at
www.virtualshareholdermeeting.com/SSNC2024 Stockholders as of April 2, 2024 are entitled to vote.
How to Vote
VOTE BY INTERNET
Before the meeting - Registered Owners visit www.proxyvote.com or scan the QR Barcode below
Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 28, 2024.
During the meeting - Registered Owners visit www.virtualshareholdermeeting.com/SSNC2024
VOTE BY TELEPHONE
Registered Owners in the U.S. or Canada dial toll-free1-800-690-6903
Vote by 11:59 P.M. ET on May 28, 2024.
VOTE BY SCANNING
By scanning this QR code using your tablet or smartphone
Scan this QR code to vote with your mobile device (may require free software)
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
You will need the Control Number included on your proxy card, voting instructions form or Notice of Internet Availability of Proxy Materials.
The telephone and internet voting facilities will close at 11:59 p.m. Eastern Time on May 28, 2024.
The Board of Directors of SS&C Technologies cordially invites you to attend the 2024 Annual Meeting of Stockholders.
Voting Items
Proposals | Board Vote | For Further |
Recommendation | Details | |
1. To elect two Class II Directors to the Board of Directors, | "FOR" each | |
to serve for a term ending at the 2027 annual meeting | ||
director | Page 9 | |
or until their respective successors have been duly | ||
nominee | ||
elected and qualified | ||
2. To approve, in an advisory vote, the compensation of | "FOR" | Page 31 |
our named executive officers | ||
3. To ratify the selection of PricewaterhouseCoopers LLP
as our independent registered public accounting firm | "FOR" | Page 59 |
for the fiscal year ending December 31, 2024 | ||
4. To approve SS&C Technologies Holdings, Inc. | "FOR" | Page 61 |
Amended and Restated 2023 Stock Incentive Plan | ||
And to transact any other business that is properly presented at the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2024 annual meeting virtually, we hope you will take the time to vote your shares. If your shares are held in "street name," meaning held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. Even if you plan to attend the 2024 Annual Meeting of Stockholders, please vote. You can change your vote at the meeting if you choose to do so.
By Order of the Board of Directors,
Jason White
Senior Vice President, General Counsel and Secretary
Dated: April 12, 2024
Important Notice Regarding Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on May 29, 2024.
We are first making available and/or mailing this proxy statement and the accompanying proxy at no charge on or about April 12, 2024 to our stockholders of record as of April 2, 2024. Our stockholders will not receive paper copies of our proxy materials, as we will use the internet as our key means of furnishing proxy materials to our stockholders, under the "Notice and Access" method permitted by the SEC. We will send these stockholders a notice with instructions for accessing the proxy materials and voting via the internet. Stockholders may also receive our annual meeting materials in paper form at no charge. Please see "How We Use Notice & Access" on page 72 for more information. In addition, we will furnish copies of the exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 upon written request of any stockholder. Please address all such requests to SS&C Investor Relations at 80 Lamberton Road, Windsor, Connecticut 06095.
This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available for viewing, printing and downloading at http://www.ssctech.com/2024annualmeeting. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC's website at http://www.sec.gov.
2024 PROXY STATEMENT | 1 |
Letter from our CEO and Chairman
"SS&C is committed to maximizing shareholder value."
Dear Fellow Stockholders,
Welcome to SS&C Technologies' virtual 2024 Annual Meeting of Stockholders.
SS&C made good progress in 2023 and posted strong results. Our focus on client retention, timely implementations, pricing and increased sales activity lead to modestly improved revenue growth. We also emphasized the importance of cost controls and adopted our Blue Prism digital worker capabilities throughout our organization.
SS&C finished 2023 with $5,502.8 million in GAAP revenue, $1,208.9 million in GAAP operating income, and $2.39 in GAAP diluted earnings per share. On an adjusted basis, we made $4.61 in diluted earnings per share, and earned $2,107.7 million in adjusted consolidated EBITDA.
Despite continued cost pressures, SS&C exited the year with 39.8% adjusted consolidated EBITDA margins. Intelligent automation has made our business more resilient, more accurate, and more profitable.
SS&C generated net cash from operating activities of $1,215.1 million for the twelve months ended December 31, 2023, a 7.1% increase from 2022. For the year, we returned 65% of our operating cash flow to shareholders through stock repurchases and a quarterly dividend, and 35% towards debt pay down. We continue to believe our stock is a good investment.
SS&C has a long tenured board of directors with executive leadership, financial services, and technology expertise. Michael Daniels has been a member of SS&C's board for the last 10 years and will not stand for reelection. Michael served very capably on the Nominating and Governance Committee and chairing the Compensation Committee. He was instrumental in the redesign of our executive compensation program. We thank Mike for his insights and dedication and wish him luck. I'd like to welcome Debra Walton-Ruskin as the newest member of our board. Her expertise in fintech, global markets, and sustainability aligns with our strategic goals, and she brings leadership experience from her impressive career at London Stock Exchange Group, Refinitiv, Thomson Reuters, and Thomson Financial.
As always, SS&C is committed to maximizing shareholder value. This requires attentiveness to our customers, loyalty to our employees, and a willingness to embrace change. We believe industry tailwinds in financial services and healthcare can drive significant value, and we are focused on this opportunity. We remain committed to improving our business, growing our revenues and maintaining strong profitability.
Sincerely,
William C. Stone
Chairman of the Board & Chief Executive Officer
April 12, 2024
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Letter from our
Lead Independent Director
Dear Fellow Stockholders,
SS&C has made notable progress over the last year, demonstrating strong financial results, additions to our board of directors and management team, and continued commitment to advancing corporate governance to build long-term shareholder value. I'd like to share with you some of the key corporate governance achievements in 2023 and update you on SS&C's continued objectives building on momentum from prior years.
SS&C's board of directors remains focused on what is most important to our shareholders. Strong governance, innovation and accountability drive our success. In 2023, a multi-year effort focusing on the objectives of our stakeholders and the fundamentals of our business culminated in a substantially updated and improved ESG Report. Assisted by a leading consultant to perform a materiality assessment that drives our ESG strategic roadmap, our ESG program and report focuses on the topics we believe are important to our growth and success. We are committed to being responsive to customer and regional needs and will remain compliant with all local mandates.
Succession planning and executive recruitment is critical to SS&C's longevity and financial stability. Our longtime chief financial officer, Patrick Pedonti, retired at the end of 2023 after 25 years with the company. SS&C welcomed his successor, Brian Schell, in August, as our new Executive Vice President and Chief Financial officer, after a rigorous search process. Mr. Schell has more than 30 years of experience at global financial institutions, and we are confident he brings the right mix of skills and experience to build upon SS&C's strong financial position. Brian is already making progress within the finance organization and is off to a solid start engaging with shareholders.
We are committed to maintaining a strong and vital board. Overseen by our Nominating and Governance Committee, on January 4, 2024 the Board was pleased to welcome Debra Walton- Ruskin to the Board and as a member of the Nominating and Governance Committee, upon the unanimous nomination of the board after reviewing her integrity, wealth of experience, and her knowledge of financial technology and complex organizational management. The recruiting and election of Ms. Walton-Ruskin also fulfills a commitment made to shareholders in our 2023 Proxy. As part of our ongoing recruitment efforts, we are continuing to consider additional potential candidates, as we look toward the future of SS&C.
On behalf of SS&C's board of directors, we are grateful for your support as shareholders.
Sincerely,
"SS&C's board of directors remains focused on what is most important to our shareholders."
Jonathan E. Michael
Lead Independent Director
2024 PROXY STATEMENT | 3 |
Table of Contents
Notice of 2024 Annual Meeting of Stockholders | 1 | Non-Employee Director Compensation | 30 | |
Letter from our CEO and Chairman | 2 | Proposal Two: Advisory Vote to Approve Named | ||
Letter from our Lead Independent Director | 3 | Executive Officer Compensation | 31 | |
2024 Proxy Summary | 5 | Compensation Discussion and Analysis | 33 | |
Annual Meeting Overview | 5 | Our Compensation Program | 33 | |
Voting Matters | 5 | Performance Goals Promote Strategic Execution and | ||
Election of Class II Directors | 5 | Shareholder Value Creation | 35 | |
SS&C Core Values | 6 | 2023 Performance Highlights | 35 | |
2023 Performance Highlights | 6 | Pay for Performance | 36 | |
Stockholder Engagement | 7 | Compensation Best Practices | 37 | |
Commitment to Strong Corporate Governance Practices | 8 | Executive Compensation Tables | 48 | |
Proposal One: Election of Class II Directors | 9 | 2023 Option Exercises and Stock Vested | 51 | |
Board Structure | 9 | Potential Payments upon Termination or Change of Control | 52 | |
Number of Board Members | 9 | Equity Compensation Plan Information | 54 | |
Board Members Elections | 9 | 2023 Pay Ratio Disclosure | 55 | |
Class II Director Nominees to be Elected at the 2024 | 2023 Pay Versus Performance | 56 | ||
Annual Meeting | 10 | Proposal Three: Ratification of Selection of Independent | ||
Board Diversity and Experience Matrix | 11 | Registered Public Accounting Firm | 59 | |
Director Biographies | 13 | Fees Paid to PricewaterhouseCoopers LLP | 59 | |
Executive Officers Who Are Not Directors | 17 | Audit Committee Approval Policies and Procedures | 60 | |
Criteria and Diversity of Director Nominees | 19 | Report of the Audit Committee | 60 | |
Director Nomination Process | 19 | Proposal Four: Approval of SS&C Technologies Holdings, | ||
Succession Planning | 20 | Inc. Amended and Restated 2023 Stock Incentive Plan | 61 | |
Board Size | 20 | Ownership of Our Common Stock | 69 | |
Director Service on Other Public Company Boards | 21 | General Information About the 2024 Annual Meeting | 71 | |
Board Determination of Independence | 21 | Voting Procedures | 71 | |
Board Meetings and Attendance | 21 | Revocation of Proxies | 72 | |
Director Attendance at Annual Meeting of Stockholders | 21 | Stockholders Entitled to Vote | 72 | |
Board Leadership Structure and Composition | 21 | Quorum | 72 | |
Board Membership Changes | 21 | Votes Required | 72 | |
Role of the Lead Independent Director | 22 | Solicitation of Proxies | 72 | |
Board Committees | 22 | How We Use Notice & Access | 72 | |
Board Oversight | 25 | How to Attend the Virtual Annual Meeting | 73 | |
Risk Oversight | 25 | Other Matters | 74 | |
Cybersecurity Oversight | 25 | Stockholder Proposals and Director Nominations | 74 | |
ESG Oversight | 26 | Householding of Proxies | 74 | |
Stockholder Communications with our Board | 26 | Appendix A: Non-GAAP Financial Measures | 75 | |
Social Highlights | 26 | Appendix B: SS&C Technologies Holdings, Inc. Amended | ||
Other Governance Matters | 26 | and Restated 2023 Stock Incentive Plan | 79 |
FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 or within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 193, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe" or other words of similar meaning. Forward-looking statements provide SS&C Technologies Holdings, Inc.'s current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause SS&C Technologies Holdings, Inc.'s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described in SS&C Technologies Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023. SS&C Technologies Holdings, Inc. does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.
No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.
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This summary highlights information that is relevant to certain proposals being voted on at the Annual Meeting. Additional discussion of these proposals is contained elsewhere in this proxy statement, which we encourage you to review in its entirety.
Annual Meeting Overview
Date and Time
May 29, 2024
at 9:00 AM
Location
Virtual meeting:
www.virtualshareholdermeeting.com/SSNC2024
Record Date
April 2, 2024
Voting Matters
Board | ||||
Proposal | Recommendation | Page | ||
1 | Election of Class II Directors | FOR | 9 | |
2 | Advisory Vote to Approve Named Executive Officer Compensation | FOR | 31 | |
3 | Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting | FOR | 59 | |
firm for the fiscal year ending December 31, 2024 | ||||
4 | Approval of SS&C Technologies Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan | FOR | 61 | |
Election of Class II Directors
The Board recommends that you vote "FOR" the election of each of the below nominees to serve as Class II Directors until the 2027 Annual Meeting of Stockholders.
DIRECTOR | CURRENT | ||
NOMINEES | SINCE | INDEPENDENT | COMMITTEES |
Jonathan E. Michael, 70 | 2010 | Lead Independent Director, Audit, | |
Chairman of the Board, RLI Corp., Former CEO, RLI Corp. | Nominating and Governance | ||
Debra Walton-Ruskin, 63 | |||
Board of Directors, Chef's Warehouse, Former Chief | 2024 | Nominating and Governance | |
Revenue Officer, London Stock Exchange Group | |||
2024 PROXY STATEMENT | 5 |
PROXY SUMMARY
SS&C Core Values
SS&C is committed to the success of our clients and employees. As a leading financial services, health and technology company, SS&C continues to push innovation, be stewards in our community and operate with integrity.
Accountability
We are responsible for delivering success for our customers.
Respect
We demand the highest levels out of everyone we work with and win as a team.
Innovation
Our commitment
is never to rest, and
good enough is never
good enough.
Community
We pride ourselves
in helping those
around us.
Focus
We relentlessly
create and use our
technology to create
digital processes that deliver great experiences and unlock productivity.
20,000 | $3T+ | 115 | 27,000 | |||
clients | assets under | office locations | associates worldwide | |||
administration | in 35 countries | |||||
2023 Performance Highlights
2023 was a challenging year in the macro operating environment in which we conduct our business. Despite these challenges, we are pleased with the Company's performance in 2023, as evidenced by the following results:
$2.39 | $607.1M | $5,502.8M | ||
GAAP Diluted EPS | Net Income(1) | GAAP Revenue | ||
3.6% from 2022 | 6.6% from 2022 | 4.2% from 2022 | ||
$4.61 | $2,107.7M | $5,505.8M | ||
Adjusted Diluted EPS(2) | Adjusted Consolidated EBITDA(2) | Adjusted Revenue(2) | ||
0.9% from 2022 | 5.1% from 2022 | 4.1% from 2022 |
$1,215.1M
Generated net cash from operating activities
7.1% from 2022
3.05x 2.8%
Consolidated net leverage ratio | Organic revenue growth |
from 3.40x at end of 2022 | from 2022 |
$471.6M $374.7M $220.9M
Repurchased treasury stock | Net debt repayments | Dividends paid |
0.9% from 2022 | 8.8% from 2022 |
- Reflects net income attributable to SS&C common stockholders.
- See Appendix A for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.
6
PROXY SUMMARY
Stockholder Engagement
Our Board considers the feedback of our stockholders as critical to our long-term growth and success and values the input provided when making decisions for our company. Our discussions with stockholders often relate to our executive compensation program and governance matters. We analyze the feedback we receive from our stockholders and discuss it with our independent compensation advisors at Frederic W. Cook & Co. ("FW Cook") to evaluate our executive compensation program and to facilitate alignment of our compensation program with prevailing market practice and with the promotion of stockholder value creation. We appreciate our stockholders' willingness to engage with us and to provide their perspectives, and we are committed to maintaining active engagement with our stockholders to understand diverse viewpoints, to demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial performance, on the other hand, and to be responsive to stockholder concerns.
As described in our 2023 proxy statement, the Compensation Committee has taken specific actions over the past two years relating to our executive compensation program in response to feedback from our stockholders, including the following:
- Annual Cash Bonus Program
- Adopted a formulaic annual bonus program design consistent with leading best practices
- Each executive has a target bonus opportunity for each year, relative to which bonus payouts are determined based on the level of attainment of rigorous pre-established Company financial performance goals (with an up to 25% upward or downward strategic modifier adjustment based on overall business and individual performance against pre-established strategic key performance indicators ("KPIs"))
- Total payout is capped at 250% of target
- Earned annual bonuses are paid 100% in cash
- Annual bonuses payable based on the achievement of the following equally-weighted performance metrics: (i) adjusted revenue, (ii) organic revenue growth, (iii) operating cash flow and (iv) adjusted consolidated EBITDA
- Annual Long-Term Incentive Awards
- Adopted a long-term incentive program that emphasizes pay-for-performance
- Equity incentives are granted based on a target value on the date of grant, which is set by the Compensation Committee after a holistic consideration of competitive data and individual-specific factors
- The annual award mix emphasizes performance-based awards comprised of performance-based restricted stock units ("PSUs") (50%), time-based stock options (25%) and time-vesting restricted stock units ("RSUs") (25%)
- PSUs vest between 0% and 200% of target based on our achievement of a three-year average earnings per share ("EPS") growth performance goal, with an up to 20% upward or downward modifier based on our achievement of a relative total shareholder return ("TSR") performance goal; however, no upward modifier will be applied to PSUs if the Company's absolute TSR over the performance period is negative
- Total payout of PSUs cannot exceed 200% including the modifier.
- Disclosure Regarding Incentive Plans
- Significantly enhanced our disclosure in the proxy statement of annual cash bonus and long-term equity incentive program decisions, including in connection with the selection of performance goals and payout determinations
We will continue to maintain an active dialogue with our stockholders and evaluate feedback on issues of importance to them.
2024 PROXY STATEMENT | 7 |
PROXY SUMMARY
Commitment to Strong Corporate Governance Practices
We believe that good corporate governance and fostering an environment of high ethical standards are important for us to achieve business success and to create value for our stockholders. Among our other practices, the following highlight our continued commitment to strong corporate governance:
- Updated Environmental, Social and Governance (ESG) Report. The Nominating and Governance Committee provides oversight of the Company's practices and processes relating to the management and oversight of ESG matters, in coordination with other committees of the Board. In 2023, we worked with a leading consultant to assist us with enhancing our Environmental, Social and Governance (ESG) Report and related ESG transparency, reporting and future roadmap.
- Corporate Governance Guidelines. The Company's Corporate Governance Guidelines address matters such as the roles and responsibilities of the Board, the Board's leadership structure, the responsibilities of the Lead Independent Director, director independence, overboarding, succession planning and retirement (with a mandatory retirement age of 75), Board membership criteria, Board committees, director orientation and continuing education, and Board and senior management evaluations.
- Lead Independent Director. The SS&C Board has a Lead Independent Director who is nominated by the Nominating and Governance Committee and unanimously approved by the Board. A Lead Independent Director will be maintained so long as the role of the Board Chairman is combined with that of the Chief Executive Officer.
- Board Governance Review. The Nominating and Governance Committee reviews the practices and procedures of the Board to evaluate its operating efficiency and strategic focus and will recommend enhancements to the Company's governance documents if needed to reflect market practices.
- Cybersecurity Oversight. Cybersecurity risk is overseen by the full Board, with additional oversight of the relevant risk framework and controls provided by the Audit Committee, which oversees our policies with respect to risk assessment and risk management generally. The Audit Committee's specific oversight includes periodic review of our information security controls and procedures and the processes and procedures for managing cybersecurity risks.
- Majority Voting. Our Bylaws provide that an uncontested election of directors will be decided by a majority in voting power of votes cast with respect to a nominee's election. In the event of a contested election of directors, directors shall continue to be elected by a plurality of votes cast. Our Bylaws also require a director to immediately tender his or her resignation if the director fails to receive a majority of votes cast. The acceptance or rejection of a director's resignation would be subject to Board action and subsequent disclosure.
- Proxy Access. Our Bylaws permit a stockholder or group of stockholders (up to 20) who have owned a significant amount of shares of common stock (at least 3%) for at least three years to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws.
- Director Experience and Skills Matrix. The Board facilitates creation of a table illustrating our directors' experience and skills that is included in our proxy statement to help our stockholders better understand their strengths.
- Annual Board Performance Evaluation. The Nominating and Governance Committee, at least annually, recommends to the Board an annual self-evaluation process.
- Clawback Policies. We maintain an incentive compensation clawback policy in the event of a financial restatement resulting from misconduct by our executives, in addition to an incentive compensation clawback policy mandated by the Dodd-Frank Act that applies in the event of a financial restatement without regard to fault or misconduct by our executives.
- Stock Ownership Guidelines. We maintain stock ownership guidelines under which our directors and executive officers are expected to accumulate and retain a meaningful level of ownership in our stock.
- Anti-hedging/anti-pledging. We maintain an anti-hedging/anti-pledging policy that prohibits our employees and directors from engaging in transactions that are designed to hedge or speculate on changes in the market value of our common stock.
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SS&C Technologies Holdings Inc. published this content on 12 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 20:23:19 UTC.
