SS&C Technologies Holdings Inc
For the period ended May 21, 2025. Filed Apr 3, 2025.
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May 21, 2025 · Filed Apr 3, 2025
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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 Notice of 2025 Annual Meeting of Stockholders SS&C Technologies Holdings, Inc. | ssctech.com
Leading alternative fund
administration and mutual
fund transfer agency
About SS&C
Technologies
SS&C Blue Prism recognized for the 7th year as an RPA leader in Everest Group’s RPA PEAK Matrix Assessment.
SS&C Black Diamond Wealth Platform named winner in the Portfolio Management category by Family Wealth Report Awards 2024.
SS&C Advent (Advent Portfolio Exchange and Geneva) ranked the best accounting system provider by Waters Rankings 2024. SS&C was also noted as best buy-side OMS provider.
SS&C Algorithmics ranked the best market risk management product of the year by Risk Markets Technology Awards 2024.
*excludes shares held by our CEO
For close to 40 years, SS&C has developed the technology and services to power our clients' success. With industry-specific solutions from the alternatives space to healthcare to wealth management, SS&C is leading the way toward the future.
2024 Company Highlights and Awards
| 8 | $982.4M | 70% | 97% |
| Consecutive years of increased dividends since 2017 | Capital returned to shareholders via buybacks and dividends | Engagement of 14 out of our top 20 shareholders, and approximately 58% shares outstanding* | Average asset management customer satisfaction rating |
Notice of 2025 Annual
Meeting of Stockholders
The Board of Directors of SS&C Technologies cordially invites you to attend the
2025 Annual Meeting of Stockholders.
| May 21, 2025 (Wednesday) 9:00 a.m. Eastern TimeThe Annual Meeting will be held online at www.virtualshareholdermeeting.com/SSNC2025Stockholders as of March 25, 2025 are entitled to vote. | ||||
|---|---|---|---|---|
| How to Vote | Voting Items | |||
| 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 20, 2025. During the meeting - Registered Owners visit www.virtualshareholdermeeting.com/SSNC2025 | Proposals | Board VoteRecommendation | For FurtherDetails | |
| 1.To elect three Class III Directors to the Board of Directors, to serve for a term ending at the 2028 annual meeting or until their respective successors have been duly elected and qualified | “FOR” each director nominee | Page 9 | ||
| 2.To approve, on an advisory basis, the compensation of our named executive officers | “FOR” | Page 30 | ||
| 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 20, 2025. | 3.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | “FOR” | Page 57 | |
| 4.To approve the SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan | “FOR” | Page 59 | ||
| 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) | ||||
| 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 2025 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 2025 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 3, 2025 | ||||
| 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.To vote 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. ET on May 20, 2025. | ||||
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on May 21, 2025.We are first making available and/or mailing this proxy statement and the accompanying proxy at no charge on or about April 3, 2025 to our stockholders of record as of March 25, 2025. 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 71 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, 2024 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, 2024 are available for viewing, printing and downloading at http://www.ssctech.com/2025annualmeeting. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are also available on the SEC’s website at http://www.sec.gov.
| SS&C 2025 PROXY STATEMENT | 1 |
|---|
“Our Company reported record revenues and earnings. The higher growth reflects our focus on client service, expansion of our capabilities, and investment in our people.”
Letter from
our CEO and
Chairman
Dear Fellow Stockholders,Thank you for your continued confidence. Our Company reported record revenues and earnings. The higher growth reflects our focus on client service, expansion of our capabilities, and investment in our people. SS&C reported 2024 GAAP revenue of $5,882.0 million, $1,343.5 million in GAAP operating income, and $3.00 in GAAP diluted earnings per share. On an adjusted basis, we posted $5.41 in diluted earnings per share, and $2,281 million in adjusted consolidated EBITDA. We continue to invest in our business to drive organic growth, and spent $584 million on sales and marketing which is up significantly as is the $518 million spent on research and development. Despite growth in those expenditures, we improved our profitability and exited the year with a 38.8% adjusted consolidated EBITDA margin. In 2024, SS&C posted strong organic growth of 6.1%. SS&C generated cash flow from operations of $1,389 million, a 14.3% increase from 2023. We bought back 10.6 million shares, at an average price of $69.15 per share, and paid $245 million in dividends, returning 45% of available cash flow. We paid down $510 million in debt, bringing our net leverage ratio to 2.98x, and our secured net ratio to 1.72x. Additionally, this year we completed the acquisition of Battea Class Action Services, which is a natural cross sell. The opportunity for lift outs, client growth, geographic expansion, and continued implementation of DomaniRx is exciting.We remain committed to maximizing shareholder value and continue to believe in our stock. With industry tailwinds in financial services and with potential for improvement in the M&A markets, we are focused on driving opportunity. Sincerely,William C. StoneChairman of the Board & Chief Executive Officer
| 2 | SS&C 2025 PROXY STATEMENT |
“Our Board of Directors remains focused on long-term value creation for our shareholders.”
Letter from our
Lead Independent
Director
Dear Fellow Stockholders,As Lead Independent Director of the SS&C Board of Directors, I am pleased to report that SS&C demonstrated strong execution in 2024 with consistent financial results, profitability, and a strengthening balance sheet. We achieved record-breaking annual revenues and earnings while maintaining our commitment to investment to drive future growth. Here is an update on the Company’s accomplishments these past twelve months. Our Board of Directors remains focused on long-term value creation for our shareholders. We continue to invest in our business, improve our offerings, and develop our top talent. Our client service focus is a top differentiator and contributes to our strong customer retention rate. We remain committed to listening to our customers and shareholders and keeping up with applicable legal and regulatory requirements in a fast-changing world. Our Board continues to engage with shareholders, and incorporating their feedback into the Board’s decision-making process remains a priority. From May 2024 to March 2025, SS&C met with 14 of our top 20 stockholders, and approximately 58% of our outstanding shares (excluding shares held by our CEO). As part of our ongoing effort to ensure the success and long-term growth of the company, the Nominating and Governance Committee of our Board of Directors remained engaged in its comprehensive director search after onboarding Debra Walton-Ruskin last year. The Board reviewed many candidates, based on referrals and recommendations from Board members and management and through the services of a market leading third-party director search firm. On March 24, 2025, the Board unanimously elected Francesco Vanni d’Archirafi to the Board to fill a vacancy, upon the nomination and recommendation of the Nominating and Governance Committee. Francesco brings a wealth of talents, experience, and insights, and I am pleased to welcome him to the Board. Our Board continues to keep investors, customers, employees, and partners top of mind. We look forward to strengthening the business via accretive acquisitions, pursuit of strategic initiatives and further strengthening of our financial results. On behalf of SS&C’s Board of Directors, thank you for your support as shareholders.Sincerely,Jonathan E. MichaelLead Independent Director
| SS&C 2025 PROXY STATEMENT | 3 |
|---|
Table of Contents
| Notice of 2025 Annual Meeting of Stockholders | 1 | Proposal Two: Advisory Vote to Approve NamedExecutive Officer Compensation | 30 |
|---|---|---|---|
| Letter from our CEO and Chairman | 2 | ||
| Letter from our Lead Independent Director | 3 | Compensation Discussion and Analysis | 31 |
| 2025 Proxy Summary | 5 | Our Compensation Program | 31 |
| Annual Meeting Overview | 5 | Performance Goals Promote Strategic Execution and Shareholder Value Creation | 33 |
| Voting Matters | 5 | ||
| Election of Class III Directors | 5 | 2024 Performance Highlights | 33 |
| SS&C Core Values | 6 | Pay for Performance | 34 |
| 2024 Performance Highlights | 6 | Compensation Best Practices | 34 |
| Stockholder Engagement | 7 | Executive Compensation Tables | 46 |
| Commitment to Strong Corporate Governance Practices | 8 | 2024 Option Exercises and Stock Vested | 49 |
| Proposal One: Election of Class III Directors | 9 | Potential Payments upon Termination or Change of Control | 50 |
| Board Structure | 9 | Equity Compensation Plan Information | 52 |
| Number of Board Members | 9 | 2024 Pay Ratio Disclosure | 53 |
| Board Members Elections | 9 | 2024 Pay Versus Performance | 54 |
| Class III Director Nominees to be Elected at the 2025 | Proposal Three: Ratification of Selection of Independent Registered Public Accounting Firm | 57 | |
| Annual Meeting | 10 | ||
| Board Skills and Experience Matrix | 11 | Fees Paid to PricewaterhouseCoopers LLP | 57 |
| Director Biographies | 13 | Audit Committee Approval Policies and Procedures | 58 |
| Executive Officers Who Are Not Directors | 17 | Report of the Audit Committee | 58 |
| Criteria of Director Nominees | 18 | Proposal Four: Approval of SS&C Technologies Holdings,Inc. Second Amended and Restated 2023 Stock Incentive | |
| Director Nomination Process | 18 | ||
| Succession Planning | 19 | Plan | 59 |
| Board Size | 19 | Ownership of Our Common Stock | 68 |
| Director Service on Other Public Company Boards | 19 | General Information About the 2025 Annual Meeting | 70 |
| Board Determination of Independence | 20 | Voting Procedures | 70 |
| Board Meetings and Attendance | 20 | Revocation of Proxies | 71 |
| Director Attendance at Annual Meeting of Stockholders | 20 | Stockholders Entitled to Vote | 71 |
| Board Leadership Structure and Composition | 20 | Quorum | 71 |
| Role of the Lead Independent Director | 20 | Votes Required | 71 |
| Board Membership Changes | 20 | Solicitation of Proxies | 71 |
| Board Committees | 21 | How We Use Notice & Access | 71 |
| Board Oversight | 24 | How to Attend the Virtual Annual Meeting | 71 |
| Risk Oversight | 24 | Other Matters | 73 |
| Cybersecurity Oversight | 24 | Stockholder Proposals and Director Nominations | 73 |
| ESG Oversight | 25 | Householding of Proxies | 73 |
| Stockholder Communications with our Board | 25 | Appendix A: Non-GAAP Financial Measures | 74 |
| Social Highlights | 25 | Appendix B: SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan | 78 |
| Other Governance Matters | 25 | ||
| Non-Employee Director Compensation | 28 | ||
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 1934, 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, 2024. 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.
| 4 | SS&C 2025 PROXY STATEMENT |
2025 Proxy
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.