SS&C Technologies Holdings Inc
For the period ended Apr 12, 2024. Filed Apr 12, 2024.
View on SEC.govAbout this filing
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
Contents
Our Compensation Program
OVERVIEW
In 2022, the Compensation Committee, together with its independent compensation consultant, FW Cook, undertook a holistic review of our executive compensation program and practices in response to feedback received from engagement with stockholders and the results of the “say-on-pay” vote at our 2022 annual meeting. To be responsive to stockholder viewpoints, the Compensation Committee approved a redesign of our executive compensation program in 2022, which was in part effective for 2022 and was fully implemented in 2023, which the Compensation Committee believes strengthens our commitment to our pay for performance philosophy and more closely aligns certain key components of our compensation program with prevailing market practice among our compensation peer group. The changes, including changes initially made in 2020 in response to prior stockholder feedback, are described in detail in our 2023 proxy statement, and were part of a broader multi-year process to align our compensation program with prevailing market practices and to promote stockholder interests.
| 2024 PROXY STATEMENT | 33 |
|---|
The redesign of our compensation program in 2022 focused on our approach to our annual cash bonus program and long-term equity incentive program that, as follows:
As described in our 2023 Proxy, the Compensation Committee made enhancements to our executive compensation program and governance practices in 2022 to further align the interests of our executive team with those of our stockholders. We continue to follow this enhanced program, including with respect to the following executive compensation components:
| Features | Our Compensation Program | |
| Bonus Targets | Each NEO has a target bonus opportunity established by the Compensation Committee | |
| Predetermined weighting of metrics | There were four equally weighted Company financial metrics for 2023 bonuses: (i) adjusted revenue, (ii) organic revenue growth, (iii) operating cash flow and (iv) adjusted consolidated EBITDA | |
|---|---|---|
| Formulaic payout determinations | Bonus payouts based on achievement of pre-established financial metrics, with a potential of up to +/-25% strategic modifier adjustment based on the Compensation Committee’s holistic assessment of overall business and individual performance against pre-established strategic KPIs | |
| Cap on payouts | Bonus payouts capped at 250% of target; no payout if goals are achieved below threshold performance level | |
| Form of payouts | Bonus payouts made 100% in cash in the year following the performance year | |
| Annual grants based on target value on the date of grant | Each NEO has a target value on the date of grant from which the number of shares is determined and which is set based on a review of competitive market data and company and individual performance | |
| Award mix | Grants are comprised 50% of PSUs, 25% of time-based stock options and 25% of RSUs | |
| Range of pre-established performance metrics | PSUs vest based on achievement of a three-year average annual EPS growth metric, with an up to +/-20% performance modifier based on relative TSR achievementThere will be no upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative | |
| Cap on payouts | Total payout of PSUs cannot exceed 200% of target (including the modifier) |
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