SS&C Technologies Holdings Inc

For the period ended Apr 12, 2024. Filed Apr 12, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 12, 2024 · Filed Apr 12, 2024

SSNC$77.71-0.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant	☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

SS&C TECHNOLOGIES HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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 TimeThe Annual Meeting will be held online at www.virtualshareholdermeeting.com/SSNC2024Stockholders as of April 2, 2024 are entitled to vote.		The Board of Directors of SS&C Technologies cordially invites you to attend the 2024 Annual Meeting of Stockholders.
	Voting Items
	Proposals	Board VoteRecommendation	For FurtherDetails
	1.To elect two Class II Directors to the Board of Directors, to serve for a term ending at the 2027 annual meeting or until their respective successors have been duly elected and qualified	“FOR” each director nominee	Page 9
	How to Vote		2.To approve, in an advisory vote, the compensation of our named executive officers	“FOR”	Page 31
	VOTE BY INTERNETBefore the meeting - Registered Owners visit www.proxyvote.com or scan the QR Barcode belowUse 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		3.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	“FOR”	Page 59
	4.To approve SS&C Technologies Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan	“FOR”	Page 61
	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 WhiteSenior Vice President, General Counsel and SecretaryDated: April 12, 2024
	VOTE BY TELEPHONERegistered Owners in the U.S. or Canada dial toll-free 1-800-690-6903Vote by 11:59 P.M. ET on May 28, 2024.
	VOTE BY SCANNINGBy scanning this QR code using your tablet or smartphoneScan this QR code to vote with your mobile device (may require free software)
	VOTE BY MAILMark, 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.

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. StoneChairman of the Board & Chief Executive OfficerApril 12, 2024

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, Jonathan E. MichaelLead Independent Director

“SS&C’s board of directors remains focused on what is most important to our shareholders.”

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 STATEMENTSThis 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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