This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
| DATE AND TIMEJune 11, 2025 at 8:30 a.m. Pacific Time | LOCATIONOnline at www.virtualshareholdermeeting.com/CCSI2025 | RECORD DATE April 16, 2025 |
| VOTING MATTERS | BOARD’S VOTE RECOMMENDATIONS | FOR FURTHER INFORMATION | |
| PROPOSAL 1 | Election of Directors | “FOR” each director nominee | Page 12 |
| PROPOSAL 2 | Ratification of Independent Registered Public Accounting Firm | “FOR” | Page 19 |
| PROPOSAL 3 | Provide Advisory Vote on the Compensation of ourNamed Executive Officers | “FOR” | Page 21 |
Company Overview and Business Strategy
Consensus Cloud Solutions, Inc., together with its subsidiaries (“Consensus Cloud Solutions” or “Consensus”, “our”, “us” or “we”), is a provider of secure information delivery services. With our most prominent brand eFax® established over twenty-five years ago, Consensus has now evolved the service platform from pure cloud Fax to efficient and secure information exchange featuring solutions for data extraction, comprehension and transformation, facilitating interoperability and process improvement. Consensus is committed to security and compliance in data exchange, and our scalable Software-as-a-Service (“SaaS”) platform is particularly attractive to regulated industries like healthcare and healthcare technology, public sector, financial services, law, and education. Our customer reach spans the globe to almost 50 countries, with approximately 800 thousand customers ranging from small businesses to large enterprises and the federal government. Each customer cohort has unique needs and engagement preferences, and our go-to-market and customer service offerings are adapted across this continuum to serve each appropriately.
Over the last 10 years, Consensus has increasingly focused on larger commercial and public sector customers. This shift occurred as enterprise data communication moved towards digital and cloud-based solutions. Sales to these customers are made through e-commerce and direct interaction with a salesperson, and often involve specific pricing, multiple line subscriptions, API connections, and/or commercial grade security. Sales channels include e-commerce, direct sales and sales through or referred by channel and strategic partners.
Corporate Products and Solutions
eFax Corporate®: eFax Corporate® provides digital cloud Fax technology enabling users to send, receive and manage faxes digitally through multiple user interfaces or seamlessly integrated in their application through a robust API.
ECFax®: ECFax® is comparable to eFax Corporate in its features and use cases, but specifically developed for use by public sector customers with extremely high security demands. ECFax is operated and only accessible in a FedRAMP government cloud environment to meet those standards.
Unite: Unite is a single platform that allows the user to choose between several protocols to send and receive healthcare information in an environment that can integrate into an existing electronic health record (“EHR”) system or stand-alone if no EHR is present.
jSign®: jSign® provides electronic signature and digital signature solutions to businesses, offering document markup and end-user signing services via mobile-aware web application and enterprise API.
Conductor: Conductor is a robust interface engine and complete interoperability platform that provides seamless integration technology supporting all the latest standards for connectivity and data formats (API/FHIR, HL7, Direct Secure Messaging, web services, message queues, etc.), addressing a wide range of interoperability challenges from the simple to the extremely complex.
Clarity: Using Natural Language Processing and Artificial Intelligence (NLP/AI), the Clarity platform can transform unstructured documents into structured actionable data. Clarity’s intelligent data extraction allows data to be sent to the right person, at the right place, at the right time - to accelerate patient treatment across the continuum of care.
SoHo Fax Solutions
We also cater to individuals and small businesses with predefined subscriptions and e-commerce convenience through our small office/home office (“SoHo”) online brands such as eFax®, jSign®, MyFax®, SFax®, MetroFax®, SRFax® and multiple others.
Our Strengths
Building on our position as a global provider of internet fax solutions from individuals to enterprises and across industries, Consensus is well positioned to capitalize on shifts in how we share private documents and information. We believe that our key strengths and competitive advantages include:
| • | Differentiated Product Offering Based on Scalable SaaS Platform. Our scalable and highly customizable technology infrastructure supports the transmission of a large number of documents each year. Due to our scale and capabilities, we have differentiated visibility into the trends that affect the way our customers transmit, store and manage information. |
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| • | Position in the Growing Enterprise Cloud Fax Market. We believe our status in the enterprise cloud fax space provides Consensus with an opportunity for organic growth and the potential to explore acquisitions that are value accretive and enhance our scale and geographic diversity. |
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| • | Positioned to Support Healthcare Interoperability. Consensus is in the healthcare communication ecosystem in part because fax remains a ubiquitous electronic document exchange protocol for highly sensitive and legally binding documents. Our goal is to build on that foundation to become a prominent provider in the larger healthcare interoperability solutions space. |
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| • | Recurring Revenue Stream. Our revenues consist of monthly recurring subscription and usage-based fees, with monthly recurring fixed fees representing approximately 69% of our total subscription revenue for 2024. Our cancellation rates have remained relatively steady over time, and we expect this trend to continue into the future given that many of the services we provide are critical to our customers’ business operations. |
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| • | Global and Diversified Customer Base. Our customers are located globally across six continents. We believe that our product-line and geographic diversity, combined with our lack of customer concentration, will help us mitigate the effects of isolated downturns in various end markets. |
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| • | Operational Efficiency and Capital Discipline. The recurring nature of our revenue, combined with high operational efficiency, results in predictable and attractive margins and free cash flow generation. As we evaluate growth investments and expansion into new verticals, we will measure against metrics and parameters that promote efficient and prudent use of capital to generate sustained shareholder value. |
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| • | Proven and Experienced Management Team. Our experienced management team has a highly successful track record with regard to both business performance among its industry peer group, growing new business lines, and identifying and integrating strategic acquisitions. |
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Our Strategy
Our strategy focuses on generating attractive organic growth, achieving solid margins and free cash flow generation, pursuing value-accretive acquisitions and delivering high value to our shareholders. Our strategy includes:
| • | Continuing to grow in Corporate secure information exchange; |
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| • | Provide solutions to healthcare interoperability challenges; |
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| • | Optimizing eCommerce (SoHo) revenue streams; |
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| • | Leveraging our technology to enter new markets (e.g., federal government); |
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| • | Positioning the business for sustained growth through continued focus on profitability and cash flow generation; |
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| • | Focused investments in our products and capabilities; and |
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| • | Complementing organic growth investments with targeted acquisitions. |
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On October 7, 2021, we completed a spin-off from our former parent company, J2 Global, Inc. (now known as “Ziff Davis, Inc.”). We refer to this transaction, which resulted in the separation of Consensus and Ziff Davis into two separate publicly traded companies, as the “Separation” or “Spin-Off”.
Directors
The following provides summary information about each director (including the director nominees):
| NAME AND OCCUPATION · AGE · OTHER PUBLIC BOARDS · COMMITTEE MEMBERSHIPS |
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| AC · CC · ESG · EXE |
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| DOUGLAS BECH Chairman and Chief Executive Officer, Raintree Resorts International | 79 | 1 |
| ELAINE HEALY +Co-Founder and CEO of NexGen Venture Partners, LLC | 62 | 2 |
| STEPHEN ROSS +Former EVP – Recreational Enterprises, Warner Bros Entertainment, Inc. | 77 | 0 |
| NATHANIEL (NATE) SIMMONS President, Cybersecurity and Martech Division, Ziff Davis, Inc. | 48 | 0 |
| PAMELA SUTTON-WALLACE President, Yale-New Haven Health | 55 | 0 |
| SCOTT TURICCHIChief Executive Officer (CEO) of Consensus Cloud Solutions, Inc. | 61 | 0 |
| AC – Audit CommitteeCC – Compensation CommitteeESG – Environmental, Social and Corporate Governance Committee EXE – Executive Committee | |
| Independent |
| Chairman of the Board of Directors |
| Chair |
| Member |
| +Audit Committee Financial Expert | |
Board Snapshot - Skills & Experience
The following chart shows how certain relevant and important skills, experience, and other criteria, are currently represented on our board. This chart is not intended to be an exhaustive list for each director, but instead intentionally focuses on the primary skill sets each director contributes. We believe the combination of the skills and qualifications shown below demonstrates how our board is well-positioned to provide effective oversight and strategic advice to our management.
| Board Skills and Experience Matrix |
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| Total Number of Directors | 6 |
| Prior Board Experience | 6 |
| Financial Expert - CPA or CFO | 2 |
| Financially Literate - Accounting or Related FinancialManagement (except as reported above) | 5 |
| Operations | 5 |
| Cybersecurity | 1 |
| Executive / CEO | 6 |
| Human Resources / Compensation | 4 |
| Safety / Health / Environment | 1 |
| Legal / Regulatory / Government | 3 |
Corporate Governance Highlights
| • | Independent Chairman of the Board |
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| • | Supermajority of independent directors |
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| • | Majority vote for directors in uncontested elections |
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| • | Key committee memberships limited to independent directors |
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| • | Annual Board and committee self-evaluations |
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| • | Active Board oversight of strategy, risk management, and environmental, social and governance matters |
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| • | Robust overboarding policies |
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| • | Hedging/pledging prohibited |
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