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  x
 
Filed by a Party other than the Registrant  o
 
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
oSoliciting Material under §240.14a-12
 
Black Knight, 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 the appropriate box):
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
  
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
   
¨(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

 

 

 

 

 

 

 

 

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

 

To the Shareholders of Black Knight, Inc.:

 

Notice is hereby given that the 20212022 Annual Meeting of Shareholders of Black Knight, Inc. will be held via live webcast on June 16, 202115, 2022 at 11:00 a.m., Eastern Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/BKI2021BKI2022 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 10:45 a.m. Eastern Time. Please note that there will not be a physical location for the 20212022 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend the virtual annual meeting will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to ask questions. We have chosen to hold a virtual rather than an in-person meeting due to the continuing public health impact of COVID-19. The meeting is being held in order to:

 

1.  Elect seveneight directors to serve until the 20222023 Annual Meeting of Shareholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal;

2.  Approve a proposal that our board of directors adopt "proxy access" rights;

3.  Approve a non-binding advisory resolution on the compensation paid to our named executive officers;officers (the Say-on-Pay Proposal);

4.Select, on a non-binding advisory basis, the frequency (annual, biennial or triennial) with which we will hold future Say-on-Pay votes; and

3.  5.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 20212022 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The board of directors set April 19, 202118, 2022 as the record date for the meeting. This means that owners of Black Knight, Inc. common stock at the close of business on that date are entitled to:

 

•     Receive notice of the meeting; and

• Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the annual meeting. Even if you plan to attend the annual meeting virtually, pleasePlease read these proxy materials and cast your vote on the matters that will be presented at the annual meeting. You may vote your shares through the Internet, by telephone or by mailing the enclosedyour proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” on page 45 of the proxy statement.

 

Sincerely,

 

n5027sigii

Colleen E. Haley

Corporate Secretary

Jacksonville, FL

April 28, 20212022

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSEDYOUR PROXY AND MAIL IT PROMPTLY IN THE ENCLOSEDAN ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 15, 2022: The Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.proxyvote.com.

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n5027tociii

 

 

1General Information About the Company
   
4General Information About the Virtual Annual Meeting
   
810Corporate Governance and Related Matters
   
24Certain Information About Our Directors
   
32Proposal No. 1: Election of Directors
33Proposal No. 2:Proxy Access
37Certain Information About Our Executive Officers
   
3538Compensation Discussion and Analysis and Executive and Director Compensation
   
5860Executive Compensation
   
8275Proposal No. 3:Advisory Vote on Executive Compensation
77Proposal No. 4:Advisory Vote on the Frequency of Advisory Votes on Executive Compensation
78Proposal No. 5:Ratification of Independent Registered Public Accounting Firm
80Security Ownership of Certain Beneficial Owners
   
8482Certain Relationships and Related Person Transactions
   
8785Shareholder Proposals and Nominations
   
8786Other Matters
   
8886Available Information
   
8987Appendix A

 

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PROXY STATEMENT

 

The enclosed proxy is solicited by the board of directors of Black Knight, Inc. for use at the Annual Meeting of Shareholders to be held on June 16, 202115, 2022 at 11:00 a.m., Eastern Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/BKI2021BKI2022.

 

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 28, 20212022 to all shareholders entitled to vote at the meeting.

 

The Company’s principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number at that address is (904) 854-5100.

Forward-Looking Statements

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

 

GENERAL INFORMATION

ABOUT THE COMPANY

 

We are an award-winning

Black Knight is a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics company that drives innovation into the U.S. mortgage lending and servicing and real estate industries, as well asmarkets. Our mission is to transform the capitalmarkets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and secondarythat result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success.

Innovation. Integration. Urgency.

Whether developing new solutions, integrating new and acquired solutions or responding to our client’s requests – we do everything with urgency. It is why we are a trusted partner and leading provider of software solutions, data and analytics to the mortgage and real estate markets. Businesses

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We believe businesses leverage our robust, integrated solutions across the entire homeownership life cyclelifecycle to help retain existing clients, gain new clients, mitigate risk and operate more effectively.efficiently. Our clients rely on our proven, comprehensive, scalable productssolutions and our unwavering commitment to delivering exceptional client support to achieve their strategic goals and better serve their customers.

 

We have market-leading vertical software solutions combined with comprehensive real estate dataa focused strategy of continuous innovation across our business supported by strategic acquisitions – and extensive analytic capabilities.even more importantly, the integration of those innovations and acquisitions into our broader ecosystem. Our solutions are utilized by U.S. mortgage originators and servicers, as well as other financial institutions, investors and real estate professionals,scale allows us to support mortgage lending and servicing operations, analyze portfolios and properties, operate more efficiently,continually invest in our business, both to meet regulatory complianceever-changing industry requirements and mitigate risk.

We believe the breadth and depthto maintain our position as a leading provider of our comprehensive end-to-end, integrated solutions and the insight we provide to our clients differentiate us from other software providers and position us particularly wellplatforms for emerging opportunities. We have served the mortgage and real estate industries for over 55 yearsmarkets.

Deep business and utilize this experienceregulatory expertise and an unparalleled, holistic view of the markets we serve allow us the privilege of being a trusted advisor to designour clients, who range from the nation’s largest lenders and develop solutions that fitmortgage servicers to institutional portfolio managers and government entities, to individual real estate agents and mortgage brokers. Clients leverage our clients’ ever-evolving needs. Our proprietary software solutionsecosystem across a range of real estate and data and analytics capabilities are designedhousing finance verticals through multiple digital channels, using our offerings to drive more business, reduce manual processes, support compliance and quality, mitigate risk and deliver significant cost savingsa best-in-class customer experience, all while operating more efficiently and cost-effectively.

We have long-standing relationships with our clients – a majority of whom enter into long-term contracts that include multiple, integrated products embedded into mission-critical, client-side workflow and decision processes. This speaks to the confidence our clients.clients, which include some of the largest financial institutions in the world, have in our solutions and our commitment to serve them. Our scale allowsand integrated ecosystem of solutions drive significant operating leverage and cross-sell opportunities, enabling our clients to continually benefit from new and greater operational efficiencies while simultaneously allowing us to

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continually generate strong margins and cost-effectively invest in our business in order to meet industry requirements and maintain our position as a provider of industry-standard platforms for mortgage market participants.cash flows.

 

Except as otherwise indicated or unless the context otherwise requires, all references to Black Knight,, the Company,, we,, us or our(1) prior to the Spin-Off (as described below), are to Black Knight Financial Services, Inc., or BKFS, and its subsidiaries, and (2) after the Spin-Off are to Black Knight, Inc. and our subsidiaries. We sometimes refer to Black Knight Financial Services, LLC and BKFS as our predecessors.predecessors.

 

Our History

Our business generally represents a reorganization of the former Technology, Data and Analytics segment of Lender Processing Services, Inc., or LPS,, a former provider of integrated technology, data and services to the mortgage industry in the United States. LPS, a business that was struggling with legal, regulatory and reputational issues, was acquired by Fidelity National Financial, Inc., or FNF,, in January 2014. The transaction was led by our Chairman Emeritus, William P. Foley, II. Mr. Foley unlocked the value of our software, data and analytics businesses by separating Black Knight’s businesses from LPS’ transaction services businesses that are now part of ServiceLink, a majority-owned subsidiary of FNF. Mr. Foley, together with a leadership team handpicked by himself and our board,leadership team executed on his strategic vision for Black Knight, including maximizing operational efficiencies, creating a culture of cross-selling across our businesses and accelerating the pace of innovation. We were a majority-owned subsidiary of FNF prior to the Spin-Off (as defined below) on September 29, 2017.

 

Prior to the Spin-Off, BKFS was a holding company, and our sole asset was our interest in, and our business was conducted through, Black Knight Financial Services, LLC, or BKFS LLC, and its subsidiaries. BKFS had a sole managing member interest in BKFS LLC, which granted us the exclusive authority to manage, control and operate the business and affairs of BKFS LLC and its subsidiaries. BKFS shareholders indirectly controlled BKFS LLC through its managing member interest.

 

 

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On May 26, 2015, BKFS completed its initial public offering, or IPO, in which it issued and sold 20,700,000 shares of Class A common stock at a price of $24.50 per share. Subsequently, on September 29, 2017, FNF completed a tax-free distribution of BKFS and the formation of Black Knight as the new publicly-tradingpublicly traded holding company of BKFS, which we refer to as the Spin-Off.

 

20202021 Highlights

2020

2021 was another solida remarkable year for Black Knight as we continued to execute against our long-term strategic objectives to drive growth through winning new clients, cross selling to existing clients, innovating with urgencyKnight. We delivered very strong financial results while remaining focused on the health and through acquisitions to further enhance our offerings. While we faced significant challenges related to the COVID-19 pandemic, we continued to focus on taking caresafety of our employees, andsupporting our clients, innovation, and executing exceptionally well against our strategic initiatives to drive long-term sustainable growth and value for all of our clientsstakeholders.

We remain focused on our client relationships and other stakeholders.enjoy exceptionally high client retention and had significant success cross-selling our innovative new technologies. Recognizing the strategic importance of our acquisition of Optimal Blue, we acquired the minority interests of Optimal Blue previously held by Cannae Holdings, Inc. (Cannae) and Thomas H. Lee Partners, L.P. (THL) on February 15, 2022. The transaction will have a positive impact on our 2022 Adjusted earnings per share and simplify our organizational structure with Optimal Blue as a wholly-owned subsidiary of Black Knight.

Financial Highlights

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In 2020, we completed three acquisitions, including the strategically significant acquisition of Optimal Blue – the largest acquisition in our history. We also launched several innovative products, completed the implementation of Bank of America onto MSP® and exceeded our new sales contract value goal for 2020. In addition, following the successful initial public offering of DNB, we had an unrealized pre-tax gain of $873.2 million on our investment in DNB as of December 31, 2020, which had a market value of $1.4 billion based on DNB’s closing price of $24.90 on December 31, 2020.

 

Financial Highlights 

*The effect of our DNB Investment was an increase in Net earnings attributable to Black Knight of $62.1 million, or $0.41 per diluted share, primarily related to a non-cash gain recognized as a result of DNB’s initial public offering and concurrent private placement, compared to a reduction in Net earnings attributable to Black Knight of $73.9 million, or $0.50 per diluted share, in 2019.

In 2020, we generated Revenues of $1,238.5 million, an increase of 5% compared to 2019, Earnings before equity in earnings (losses) of unconsolidated affiliates of $178.7 million, a decrease of 2% compared to 2019, and Net earnings attributable to Black Knight of $264.1 million, or $1.73 per diluted share, compared to $108.8 million, or $0.73 per diluted share, in 2019.

Adjusted revenues in 2020 were $1,238.9 million, an increase of 5% over the prior year, and Adjusted EBITDA was $609.9 million, an increase of 4.5% compared to 2019. Adjusted EPS was $2.11, an increase of 6% compared to 2019. Our growth in 2020 was primarily driven by our origination software and data and analytics businesses.

Reflecting the solid financial results, strong new sales wins, and strength of our business model, our share price appreciated significantly during 2020 and since our initial public offering in May 2015. The closing price of our stock on December 31, 2020 was $88.35, an increase of 37% above our closing price on December 31, 2019, and 261% above our initial public offering price.

Adjusted revenues, Organic revenue growth, Adjusted EBITDA, Adjusted net earnings and Adjusted EPS are non-GAAP financial measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures.

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In 2021, we generated:

 

Revenues of $1,475.2 million, reflecting an increase of 19% compared to 2020 and Organic revenue growth of 10%

Earnings before equity in earnings (losses) of unconsolidated affiliates of $177.3 million compared to $178.7 million in 2020

Net earnings attributable to Black Knight of $207.9 million compared to $264.1 million in 2020; Diluted EPS of $1.33 compared to $1.73; and Net earnings margin of 12.2% compared to 19.8%

Adjusted EBITDA of $724.2 million, an increase of 19%; Adjusted EBITDA margin was 49.1% compared to 49.2%

Adjusted net earnings of $371.5 million, an increase of 15%; Adjusted EPS of $2.38, an increase of 13%

GENERAL INFORMATION

ABOUT THE VIRTUAL ANNUAL MEETING

 

Your shares can be voted at the virtual annual meeting only if you vote by proxy or if you are present and vote at the meeting. Even if you expect to attend the virtual annual meeting, please vote by proxy to assure that your shares will be represented.

 

Why did I receive this proxy statement?

 

The board is soliciting your proxy to vote at the virtual annual meeting because you were a holder of our common stock at the close of business on April 19, 2021,18, 2022, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

 

Who is entitled to vote?

 

All record holders of common stock as of the close of business on April 19, 202118, 2022 are entitled to vote. As of the close of business on that day, 156,614,664155,966,301 shares of common stock were outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the virtual annual meeting.

 

 

Black Knight, Inc.4

If you hold your shares of common stock through a broker, bank or other holder of record, you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone.

 

What shares are covered by the proxy card?

 

The proxy card covers all shares of common stock held by you of record (i.e., shares registered in your name).

 

How do I vote?

You may vote using any of the following methods:

At the virtual annual meeting. All shareholders may vote at the virtual annual meeting. Please see “How do I access the virtual annual meeting? Who may attend?” for additional information on how to vote at the annual meeting.

 

By proxy. There are three ways to vote by proxy:

»By mail, using the enclosed proxy card and return envelope;

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»By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

»By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.

 

What does it mean to vote by proxy?

 

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer and Corporate Secretary, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

 

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On what am I voting?

You will be asked to consider threefive proposals at the annual meeting:

Proposal No. 1 asks you to elect seveneight directors to serve until the 20222023 Annual Meeting of Shareholders.

Proposal No. 2 asks you to approve a non-binding advisory resolution on the compensation paidproposal that our board of directors amend our bylaws to our named executive officers.adopt "proxy access" rights.

•Proposal No. 3 asks you to approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal).

Proposal No. 34 asks you to select, on a non-binding advisory basis, the frequency (annual, biennial or triennial) with which we will hold future Say-on-Pay votes.

Proposal No. 5 asks you to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 20212022 fiscal year.

 

How does the board recommend that I vote on these proposals?

 

The board recommends that you vote “FOR ALL” director nominees in Proposal No. 1, and “FOR” proposalsProposal Nos. 2, 3 and 3.5, and for a frequency of "annual" or "1 YEAR" with respect to Proposal No. 4.

 

What happens if other matters are raised at the meeting?

 

Although we are not aware of any matters to be presented at the virtual annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the virtual annual meeting in accordance with the procedures specified in Black Knight’s certificate of incorporation and bylaws, or applicable law, all proxies given to the proxy holders will be voted in accordance with their best judgment.

 

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What if I submit a proxy and later change my mind?

 

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the virtual annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the virtual annual meeting; or casting a ballot at the virtual annual meeting.

 

Who will count the votes?

 

Broadridge Investor Communications Services will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

 

How many votes must each proposal receive to be adopted?

The following votes must be received:

For Proposal No. 1regarding the election of directors, a majority of votes of our common stock cast is required to elect a director. Abstentions and broker non-votes are not counted as a vote cast and will therefore have no effect.

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For Proposal No. 2regarding a non-binding advisory vote on the compensation paidamendment of our bylaws to our named executive officers,implement "proxy access" rights, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting is required to approve this proposal. Even though yourAbstentions and broker non-votes will have the effect of a vote against this proposal.

For Proposal No. 3regarding a non-binding advisory vote on the compensation paid to our named executive officers, this vote is advisory in nature. Our bylaws require that matters other than the election of directors be approved by the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting, in which case abstentions and broker non-votes have the effect of a vote against Proposal No. 3. Because the vote on Proposal No. 3 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers.

For Proposal No. 4the option of annual, biennial or triennial frequency that receives the highest number of votes cast will be the frequency of the vote on the compensation of our named executive officers that has been approved by shareholders on an advisory basis. Because this proposal seeks the input of our shareholders and provides our shareholders with the option to vote to hold a say-on-pay vote annually, biennially or triennially, there is no minimum vote requirement for this proposal. Although our board recommends holding a say-on-pay vote annually, you have the option to specify one of four choices for this proposal on the proxy card: ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN, and the outcome will be determined by the option that receives a plurality of the votes cast with respect to this matter. Abstentions will have the effect of a vote against this proposal and broker non-votes will have no effect. You are not voting to approve or disapprove of the board’s recommendation. Even though your vote is advisory and herefore will not be binding on the Company, the board will review the voting results and take them into consideration when making future decisions regarding the frequency of the advisory vote on executive compensation.

•For Proposal No. 3 5regarding the ratification of the appointment of KPMG LLP, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting is required to approve this proposal. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, or NYSE, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

 

What constitutes a quorum?

 

A quorum is present if a majority of the outstanding shares of our common stock entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

 

What are broker non-votes? If I do not vote, will my broker vote for me?

 

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least 10 days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the SEC and the rules promulgated by NYSE thereunder.

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We believe that all the proposals to be voted on at the annual meeting, except for the appointment of KPMG LLP as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposals No.Proposal Nos. 1, 2, 3 and 2,4, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.

 

What effect does an abstention have?

 

With respect to Proposal No.Nos. 1 and 4, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposals No.Proposal Nos. 2, 3 and 3,5, abstentions will have the effect of a vote against such proposals.

 

Who pays the cost of soliciting proxies?

 

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of expenses.

 

What if I share a household with another shareholder?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address and wish to receive a separate proxy statement and annual report or Notice of Internet Availability of Proxy Materials for each account, please contact Broadridge toll free at 1.866.540.7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the annual report to shareholders, or this proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

 

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Why did I receive a notice in the mail regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

 

In accordance with the rules of the Securities and Exchange Commission, we have elected to furnish to our shareholders this Proxy Statement and our Annual Report on Form 10-K by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the Notice of Internet Availability is being mailed to our shareholders of record and beneficial owners (other than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct shareholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available for shareholders at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report on Form 10-K to shareholders by mail, shareholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Shareholders of record can enroll at www.proxyvote.comfor online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

How do I access the virtual annual meeting? Who may attend?

 

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/ BKI2021BKI2022, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

 

The meeting webcast will begin promptly at 11:00 a.m., Eastern Time, on June 16, 2021,15, 2022, and we encourage you to access the meeting prior to the start time.

 

Will I be able to ask questions during the virtual annual meeting?

 

Shareholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/BKI2021BKI2022. The Company will respond to as many appropriate questions during the annual meeting as time allows.

 

How can I request technical assistance during the virtual annual meeting?

 

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

 

 

9Black Knight, Inc.

 

CORPORATE GOVERNANCE

AND RELATED MATTERS

 

 

20202021 Shareholder Engagement and Governance Response

 

We are also committed to hearing and responding to the views of our shareholders. In 2020,2021, our officers met with investors on numerous occasions, both in group and one-on-one settings. The investors with whom we met in 20202021 represented 1011 of our top 15 shareholders, who collectively owned more than 35% of our shares as of December 31, 2020.2021. At these meetings, our officers discuss a variety of topics, including our operational and stock performance, ESG, corporate governance and executive compensation matters. We report and discuss these meetings with our board or applicable board committees, as appropriate.

 



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In March 2021, we reached out to 19 of our largest shareholders to update them on some of the actions we have taken to refresh and diversify our board of directors. During May and June 2020,2021, we reached out to our top 10two largest institutional investors who collectively owned approximately 56%21% of our outstanding shares requesting to speak with each to discuss executive compensation and governance matters. We spoke with threeabout the election of directors at our top 10 investors and received their views on various matters, including board diversity and refreshment, as well as our executive compensation programs.

Subsequently, in the first quarter of2021 annual meeting. In December 2021, we reached out to our 20 largest shareholders to update them on the steps we have taken to address the feedback provided through our shareholder engagement process.

•Board refreshment and diversity: As part of our ongoing board refreshment process and our commitment to having a board of directors and board committees that reflect diversity of background, skills, age, gender, nationality, race, ethnicity and sexual orientation, we have added several new highly talented directors to our board in the last two years. Each of these directors is independent and has no prior relationships as directors or employees with any of the companies with which we have had relationships in the past, including FNF, Dun & Bradstreet Holdings, Inc. (DNB), Cannae Holdings, Inc. (Cannae) or Trasimene Capital Management, LLC (Trasimene). For additional information about each of these directors, please see “Certain Information about our Directors.”

»In December 2019, Nancy L. Shanik was elected as the first woman to serve on our board, and in February 2020, Ms. Shanik was appointed to serve on our audit committee. Ms. Shanik has a strong background in risk management and is an audit committee financial expert.

»In June 2020, Joseph M. Otting was elected to our board, and in July 2020, Mr. Otting was appointed to serve as Chairman of our audit committee. Mr. Otting, who is the former Comptroller of the Currency, brings strong financial expertise, as well as significant industry and regulatory experience.

»In October 2020, Catherine L. Burke was elected as the second woman to serve on our board and in February 2021, Ms. Burke was appointed to serve on our corporate governance and nominating committee. She diversifies the talent set on our board through her extensive leadership experience in marketing and communications strategy and execution.

•Board Oversight of ESG: In April 2020, we assigned responsibility for oversight of environmental, social and governance (ESG) risk to our risk committee in addition to their responsibility for data privacy and information security risk.

Changes to our long-term incentive program: For our 2020 performance-based restricted stock awards, we implemented:

»Performance-based restrictions that apply to each of the three years of the vesting period; and

»Double-trigger vesting upon a change in control (a change in control and a termination of employment).


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These significant changes to our governance approach follow our implementation of majority voting in uncontested director elections and de-classifying our board of directors following strong support10 of our top 15 investors and spoke with seven of them to discuss our ESG initiatives and receive their feedback. Our discussions included Black Knight’s initiatives around ESG, particularly as it relates to human capital management, proposals on those matters at our 2019 annual meetingdiversity, equity and inclusion, Black Knight’s development of shareholders. a long-term ESG roadmap, framework-aligned ESG reporting and cyber security.

 

Corporate Governance Guidelines

 

Our corporate governance guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and establish a common set of expectations as to how the board of directors should perform its functions. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications (including(including consideration of all aspects of diversity when considering new director nominees, including diversity of age, gender, nationality, race, ethnicity and sexual orientation), director responsibilities, board agenda, roles of the Chairman of the board of directors, Chief Executive Officer and Lead Independent Director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The board reviewed our corporate governance guidelines in February 2021.2022 without material change. A copy of our corporate governance guidelines is posted on the Investors page of our website which is located at www.BlackKnightInc.com.

 

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Code of Ethics and Business Conduct

 

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer,principal accounting officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinvigorate and renew our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under SEC and/or NYSE rules. We intend to disclose any such amendment or waiver by posting it on the Investors page of our website at www.BlackKnightInc.com.

 

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Investors page of our website at www.BlackKnightInc.com.

 



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Corporate Responsibility

 

We are committed to addressingOur ESG risksstrategy reflects Black Knight’s belief that corporate responsibility drives long-term value for our business and opportunities. Theour stakeholders. To ensure ESG is integrated across our corporate strategy and behavior, the risk committee of our board of directors oversees ESG, supported by executive management and key operational stakeholders. Our focus in 2021 remained on maintaining a diverse and engaged workforce, a strong cybersecurity program, continuing to evolve our ESG risk. We consider ESG in various areas ofsustainability policies and practices to help reduce our businessalready limited environmental impact, and at every level of our Company and approach our business and our communities through community engagement,to foster diversity, equity and inclusion sustainability and risk management. We have providedthroughout our workforce.

Below is a brief summary of howenhancements we managehave made to our ESG-related policies, procedures and disclosures in 2021. We remain committed to transparency and accountability in our ESG risks and opportunities through our corporate responsibility programs below. For additional information on Black Knight’s corporate responsibility efforts, please see our 2020 Corporate and Social Responsibility Report, which will be available on the Investors page of our website at www.BlackKnightInc.comby June 1, 2021.efforts.

 

Proactively Addressing COVID-19Human Capital

 

We are proud of the way our team has navigated the COVID-19 pandemic, which has hadmaintain a profound impact on our employees, communities, and clients. Our success is due in large partconsistent commitment to preparedness planning that began long before the current pandemic. Black Knight conducts an Annual Pandemic Exercise to review the three phases of our Pandemic Plan, to educate managers across the enterprise on how to manage the impact of a pandemic, and to gather feedback on how to improve our response.

On January 14, 2020, we conducted our Annual Pandemic Exercise, led by members of our Enterprise Business Continuity Office (EBCO) and select other employees from varying levels and functions. In response to the exercise, and as the incident rates of COVID-19 began to expand, we took a series of steps to prepare for the potential heightened risk:

In late January, the EBCO began daily monitoring of the COVID-19 situation.

In February, we put into place travel restrictions, internal update briefings and monitoring, and began ordering safety equipment that might be needed to maintain operations.

By early March, the EBCO began preparing Black Knight locations for the possibility of moving to Phase II of the Pandemic Plan and a work-from-home strategy.

In Mid-March, the World Health Organization officially characterized COVID-19 as a pandemic, and soon after, Black Knight announced a work-from-home option that swiftly transitioned to a work-from-home order for our employees.

As part of our pandemic protocols, Black Knight’s EBCO put in place measures to monitor and report on the status of the pandemic. These included weekly reporting, news updates, vaccine data and variant tracking. Management has made decisions during the course of the pandemic in accordance with Black Knight’s Crisis Management Process and communications with our stakeholders were managed by our Crisis Management and Corporate Communications teams.



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Protecting Our Employees During COVID-19

Black Knight also took many steps to address employee health and safety during this period. We disseminated periodic communications covering remote working and provided employees with access to the tools they required to continue to work successfully. For essential onsite staff, we created posters and provided training for CDC-based health, safety, and social distancing guidelines.

We took the following additional steps to protect our employees, which are described in more detail in our 2020 Sustainability Report:

Frequent Town Hall calls to connect, thank and encourage our employees, and promote awareness of the resources available to them.

Online resources including COVID-19 intranet pages that provide resources on managing stress, virtual coaching tips, meeting planners, free online wellness/mental health workshops, and yoga classes.

COVID-19 testing, contact tracing of COVID-19 exposure, and recommended employee travel guidelines.

Full pay for employees who contracted COVID-19, including employees who are not able to work remotely.

Free Teledoc visits, virtual physician visits, and Employee Assistance Program (EAP) grief counseling sessions.

Subsidized Weight Watchers subscriptions, at-home biometric screenings, and held a virtual benefits fair to introduce our open benefits enrollment period.

Covered medical care transportation and virtual medical care to our employees in India.

We believe that the above efforts have led to our continued success during an unprecedented year and have provided our employees with the appropriate resources to work effectively in a remote environment. In our Quarterly Employee Engagement Check- Ins and Pulse Surveys, 93% of employees responded they felt equally or more productive working from home compared to in the office, and 96% responded they had adequate tools and resources to work from home.

Stakeholder and Community Engagement

Through our charitable giving program, Black Knight Cares, we proudly support through corporate and employee financial donations and volunteer efforts a number of causes focused on the following areas to make our communities stronger:

Childhood development

Community health and wellness

 



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Housing assistance

Support for our military families

The United Way, a nonprofit that works in communities across the country to help eradicate poverty, increase high school graduation rates and eliminate unsafe living conditions, is an important community partner for Black Knight. Our employees are able to donate to their local United Way chapter through payroll deductions, helping to do the most good in the communities where they work and live.

We are also proud to be an underwriting sponsor of The Folded Flag Foundation, a nonprofit that provides educational scholarships to the spouses and children of our nation’s fallen service members. Because all administrative costs for The Folded Flag Foundation are paid for by Black Knight and other underwriting sponsors, the foundation is able to donate 100% of all public donations to the families it serves.

Our stakeholders include our shareholders, our employees, our board of directors, our clients, and the communities where our employees live and work. We engage in an ongoing dialogue with our various stakeholders regarding our business and how it impacts them, including with respect to governance, executive compensation and ESG matters. We consider all stakeholders when evaluating ESG risks and are considering reporting on ESG matters in a manner that is aligned with an accepted standard such as the Sustainability Accounting Standards Board (SASB) in the future.

Diversity and Inclusion

Our individual differences strengthen us collectively, which is why we are committed toexpanding diversity in our workforce and promoting a business culture that is representative of the unique values, opinions cultures and needs of our employees clients, communities and suppliers.all of our stakeholders. In 2021, we developed our Policy Statement on Diversity, Equity and Inclusion, which is overseen by our corporate governance and nominating committee and is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, in which we commit to ensuring that all employees feel welcome, respected and included at Black Knight. This policy statement applies not only to our interactions within our own organization, but also to our vendors and suppliers who interact with our employees. We continue to publish racial and ethnic diversity statistics

 

Black Knight seeks talented, creative individuals from a variety of backgrounds, worldviews and life circumstances to work with us. It is our priority that our workplace is inclusive, welcoming to new ideas and appreciative of valuable experiences. In support of this commitment, we work hard to create a diverse and inclusive environment. In 2020, our efforts included:

Our CEO Anthony M. Jabbour joined the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace.

We created Knights of the D&I Roundtable, an internal diversity and inclusion alliance group, to help promote our diversity efforts and support our culture of inclusion.

 

11•We strongly value diversity and have many women in senior leadership positions, and we continue our efforts to create a more balanced and fair environment for women in technology. For our employees, we do this through our Women’s Internal Networking Group (WINGs) program. We also promote careers in technology for young high school and college-aged women by holding an annual career day through our Women in Technology (WIT) program.


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Our board’s commitment to consider

about our employee base in our annual Corporate Sustainability Report, a practice we began in 2020 and will continue going forward. Through a variety of programs sponsored by our executives and human resources team, we increased diversity hires. In 2021, 37% of all aspects of diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

hires at Black Knight were diverse, up from 35% in 2020.

 

We also publicly disclosed our Human and Labor Rights Policy Statement, which is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, committing to the principle that all of our employees should work in a respectful environment regardless of race, color, religion, gender, gender identity or expression, sex, sexual orientation, national origin, disability, age, veteran or military status or other categories protected by applicable law. We encourage our business partners and suppliers to adhere to the principles embodied in our Code of Business Conduct and Ethics and our Human and Labor Rights Policy Statement. This policy statement is overseen by the corporate governance and nominating committee of our board of directors.

 

Black Knight is dedicated to promoting environmental sustainabilityThe health and providingsafety of our employees withis always a top priority for Black Knight. As the opportunityworld continued to make a positive impactbe impacted by the prolonged COVID-19 pandemic in 2021, we took important actions to support employees. Black Knight’s Enterprise Business Continuity Office (EBCO) continued to monitor and report on the environment on campus. As a leading providercourse of software, datathe pandemic and analytics solutionsto work with our leadership team to quickly update our protocols and safety measures in response to the mortgage industry, we believe we have a reasonably light environmental footprint. Our effortsevolving nature of the pandemic. The EBCO enables faster decision-making by our leadership team to reduce our environmental impact include:

Reduce Energy Consumption: We implemented various initiatives to reduce our energy consumption, including retrofitting the lighting in our parking garages with LED lighting, with a target of reducing energy consumption by up to 50% while providingkeep our employees with a bright, safe environment. Through this and other energy conservation efforts, we reduced the amount of electricity usedengaged. We also maintained our focus on employee health and safety during 2021 including providing access to mental and physical wellness support and engaging our corporate campus by approximately 9% in 2020 comparedemployees through frequent Town Halls to 2019.

Waste Reductionconnect, thank and Management: We have taken a number of actions to reduce the waste we generate and dispose of it in an environmentally responsible manner, including replacing Styrofoam cups and containers with recyclable paper and cardboard products, removing plastic water bottles fromencourage our breakrooms in favor of filtered water dispensers, and partnering with an eSteward certified end-of-life equipment disposal company so that disposed technology is responsibly recycled or repurposed and sold or donated.

Water Conservation: We use faucet flow restrictors in our breakrooms and restrooms and use soil-moisture managed campus irrigation and have a no-concrete watering policy. Through these efforts, we reduced the water consumed on our corporate campus by approximately 16% in 2020 compared to 2019.

We are pleased with our progress in these areas and will continue to work to limit our energy and water consumption in the future.employees.

 

In our 2021 Employee Engagement Survey conducted in November, 91% of U.S. employees who responded to the survey said their managers show they care, are open to discussing concerns, treat them with respect, and clearly communicate performance expectations. Comments further indicated that Black Knight has created a family-oriented culture and has provided needed communication and support throughout the pandemic. Employees also affirmed that decisions about remote work have been well received and have positively impacted employee work-life balance.

Based on additional feedback received from the survey, we believe our actions to support our employees during the pandemic have had a significant impact on their perceptions and levels of satisfaction. In fact, 88% of employees who responded to the survey indicated they are proud to work for Black Knight and 95% said their managers treat them with respect. Employee sentiments reveal a strong culture that values diverse perspectives, with 88% of employees responding that diversity is valued at Black Knight, and 87% indicating they felt respected and included at work.

Information Security and Risk Management

 

We are highly dependent on information technology networks and systems to securely process, transmit and store electronic information. Attacks on information technology systems continue to grow in frequency, complexity and sophistication. Such attacks have become a point of focus for individuals, businessessophistication and governmental entities.we expect this trend to continue. 

 

These attacks can create system disruptions, shutdowns or unauthorized disclosure of confidential information, including non-public personal information, consumer data and proprietary business information.

 



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We remain focusedOversight of the strategies, processes and procedures we put in place to protect our systems and data from outside threats starts at the top. Our board of directors includes several directors who have attended third-party director education courses on makingtrends in cybersecurity, data and privacy. The risk committee receives quarterly reports from our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer, and results are reported to the board each quarter. Topics covered during these meetings include reporting on cyber and data security practices, risk assessments, emerging issues, and any security incidents that may have occurred during the period, as well as strategic investments in information security to protect our clients and our information systems. This includes both capital expenditures and operatingcybersecurity including expenses for hardware, software, personnel and consulting services. As our primary solutions and services evolve, we apply a comprehensive approach to the mitigation of identified security risks.

We have established policies including those related to data privacy information security and cybersecurity, and wecybersecurity. We employ a broad and diversified set of risk monitoring and risk mitigation, techniques.disaster recovery, and business continuity management techniques and processes.

 

Our risk management framework is aligned to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) integrated framework. Additionally, industryIndustry frameworks including FFIEC guidelines, (ISO/IEC)(ISO/IEC) 27000, NIST SP 800-53, COBIT 5 and ITIL are leveraged to inform our Information Security and Information Technology policies and standards.

 

Internal audits, external audits and self-assessments are conducted on a regular basis to assessevaluate the effectiveness and maturity of the Enterprise Risk Management and Information Security Program on a recurring basis.Program. We also maintain errors and omissionsemissions coverage for cybersecurity incidents as part of our insurance program.

 

Our board is focused on cybersecurity. At each regular meeting of the risk committee of our board of directors, of which there were four in 2020, our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer provide reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents, and each of them has an opportunity to engage with the risk committee individually in executive session.

Our risk committee chairman reports on these discussions to our board of directors on a quarterly basis. We also provide quarterly opportunities for continuing education to our risk committee members on various matters relating to cybersecurity, including emerging risks and trends, regulatory changes, and changes to our internal practices. In addition, Mr. Rood and Mr. Hunt, who serve on our risk committee, have attended third-party director education courses on cybersecurity and privacy issues and trends.

Our employees are one of our strongest assets in protecting our clients’client and company information and mitigating risk. We maintain comprehensive and tailoredthe risk of a cybersecurity threat. All employees are required to participate in annual compliance training programs that focusfocuses on the applicable data privacy, security, legal and regulatory requirements that provide ongoing enhancementneeded to maintain the high level of the security and risk culturestandards at Black Knight. OurEmployees also receive a monthly phishing email test, and those who fail are required annual employee compliance trainingto undergo additional training. Employees who are considered to be highly targeted or high-risk, based on job function, receive additional spear phishing tests, and those who fail also receive further training. Finally, the new hire onboarding process covers data risk, data security and data safety training. All employees receive a phishing test every month, and those who fail a phishing test receive training on phishing attacks. Additionally, our ERM administers monthly spear phishing tests to highly targeted or high-risk Black Knight employees based on their job function.

 

In 2020,The Environment

Black Knight is dedicated to acting as a steward of the environment, promoting sustainability and ensuring that our compensation committee included a qualitative risk-based performance criteria toemployees understand that minimizing our annual incentives basedimpact on the importanceenvironment while on campus is a part of their job at Black Knight.

We have adopted an Environmental Policy Statement, which is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, that commits Black Knight to the continuous improvement and development of sustainability initiatives and a more efficient use of natural resources and energy. This statement has been reviewed and approved by senior management and the risk committee of our board places on management’s actions to manage and mitigate risk acrossof directors, which maintains oversight of Black Knight. We continue to provide strongKnight’s ESG risks. 



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This year, we undertook the following initiatives aligned with our commitments:

Reduced energy consumption – As a technology provider, we recognize that our greatest environmental impact is energy consumption and as such, we are constantly looking for ways to reduce our energy use. These efforts in 2021 included, but were not limited to:

»Replacing aging and end-of-life equipment with energy-efficient alternatives, such as Energy Star®-compliant technology

»Using an automated demand response system to reduce our energy usage during peak demand times

»Replacing roofs on our facilities and incorporating improved insulation

»Using energy-efficient LED and compact fluorescent lamps (CFLs) on our corporate campuses

Water conservation – While our facilities do not consume a significant amount of water or impact the water supplies around them, we continue to utilize the following mitigating measures to reduce water consumption:

»Using faucet flow restrictors in all our breakrooms and restrooms at our owned facilities to reduce water consumption

»Using soil-moisture managed irrigation on our corporate campus, and a no-concrete watering policy

Waste management – We are committed to ensuring that waste generated in our operations is managed appropriately. The strategies we use towards this end include the proper disposal of waste and waste reduction. These include:

»Providing centralized recycling bins with accompanying education notices

»Ensuring hazardous waste is disposed of correctly

»Centralized printing with default setting to double-sided printing to reduce paper usage

»Limiting use of printers for work-from-home employees

»Meal discounts in our cafeteria with reusable food and drink containers

»Compostable food containers

»Using an eStewards® certified end-of-life equipment disposal vendor

»Outsourcing the disposal of our sensitive documents to a third-party vendor that is committed to shredding and recycling in an environmentally responsible manner

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focus

 

Improved Transparency

We view transparency and disclosure as the underpinning of our ESG strategy. We are including reference indices aligned with SASB and TCFD reporting frameworks in our 2021 Sustainability Report which will become available on all areasthe Sustainability page of cybersecurity includingour website in May 2022. We also plan to complete the CDP Climate Change 2022 Questionnaire as a first-time responder.

For additional information securityon Black Knight’s environmental, social and governance threatefforts, please see our Sustainability Report and vulnerability management, security monitoring, identitythe policy statements and access management, phishing awareness, risk oversight, third-party risk management, disaster recovery and business continuity management. other information provided on the Sustainability page of our website at www.blackknightinc.com/sustainability.

 

The Board

 

Our board is currently composed of William P. Foley, II, Anthony M. Jabbour (Chief(Chairman and Chief Executive Officer), Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik. William P. Foley, II served as our Chairman of the Board until June 2021, at which time he became Chairman Emeritus and ceased to serve as a director. In February 2022, we announced that, effective as of May 16, 2022, Mr. Jabbour would assume the role of Executive Chairman and Joseph M. Nackashi, who currently serves as our President, would assume the role of CEO.

 

Our board met fivesix times in 2020.2021. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2020.2021. Our non-management directors also met periodically in executive sessions without management. In 2020, our board appointed Thomas M. Hagerty to serveserves as our Lead Independent Director. Mr. Hagerty presides over each executive session of our independent directors. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 20212022 annual meeting. OneTwo of our directors attended our 20202021 annual meeting.

 

Board Governance and Independence

 

Our nominating and corporate governance committee evaluates our relationships with each director and nominee and makes a recommendation to our board of directors as to whether to make an affirmative determination that such director or nominee is independent. Under our corporate governance guidelines, an “independent” director is one who meets the qualification requirements for being independent under applicable laws and the corporate governance listing standards of NYSE.

 

During the first quarter of 2021,2022, our board of directors determined that Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik, or 78%88% of our board, are independent. The board of directors also determined that Messrs. Hagerty and Hunt meet the additional independence standardsare independent for purposes of NYSE forservice on our compensation committee members.committee. 

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In determining independence, the board of directors considered all relationships that might bear on our directors’ independence from Black Knight. The board of directors determined that Anthony M. Jabbour is not independent because he is the Chairman, Chief Executive Officer and an employee of Black Knight. The board also determined that William P. Foley, II is not independent because he serves as the Chairman and is an employee of Black Knight.

 

In considering the independence of Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood, and Nancy L. Shanik, the board ofour non-employee directors, we considered the following factors:

 



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•Mr. Hagerty and Mr. Rao are each Managing Directors of Thomas H. Lee Partners, L.P. (THL), which owned more than 10% of our common stock until March 15, 2018.. In connection with Black Knight’sour acquisition of a majority interest in Optimal Blue Holdco, LLC (Optimal Blue), on September 15, 2020, THL acquired 20% of the Class A Units of Optimal Blue for a purchase price of $289 million pursuant to a Forward Purchase Agreement dated July 26, 2020. In addition,On February 15, 2022, we purchased THL’s interest in Optimal Blue for aggregate consideration of $289 million in cash and 14,550,544 shares of common stock of DNB owned by Black Knight. Following the pastclosing of our purchase of the minority interests in Optimal Blue, we have purchased softwareown approximately 4.3% of DNB’s outstanding common stock. For further discussion of our purchase of the minority interests in Optimal Blue, see “Certain Relationships and systems services from certain entities over which THL exercises control.Related Transactions” below.

Messrs. Hagerty and Rood each serve as directors of and own minority equity interests in FNF, our former parent.

  

•We ownPrior to our purchase of the minority interests in Optimal Blue, we owned approximately 13% of the outstanding common stock of Dun & Bradstreet Holdings, Inc. (DNB). THL owns almost 25%owned approximately 11% of DNB’s common stock, and Messrs. Hagerty and Rao each serve on the board of directors of DNB. We, THL and certain other investors in DNB are party to a letter agreement regarding voting pursuant to which the parties agreed to vote their shares in DNB as a group on all matters relating to the election of directors to the DNB board, including the election of our Chairman, Mr. Foley, and Messrs. Hagerty and Rao, for a period of three years.years following DNB’s initial public offering.

Messrs. Hagerty, Hunt, and Rood each own a minority interest in Black Knight Sports and Entertainment LLC, which owns the Vegas Golden Knights. Mr. Foley is the majority interest holder and is Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, a private company.

 

Following consideration of these matters, the board of directors determined that these relationships were not of a nature that would impair Mr. Hagerty’s Mr. Hunt’s, Mr. Rao’s or Mr. Rood’s independence. Ms. Burke, Mr. Otting, and Ms. Shanik had no relationships with Black Knight that required consideration in determining theirRao's independence.

 

Committees of the Board

 

The board has four standing committees: an audit committee, a compensation committee, a corporate governance and nominating committee and a risk committee. The charter of each committee is available on the Investors page of our website at www.BlackKnightInc.com. Each committee reviews their charters annually.

 

Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information” below.Information.”

 

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Corporate Governance and Nominating Committee

 

The members of the corporate governance and nominating committee are David K. Hunt (Chair), Catherine L. Burke and Thomas M. Hagerty. Our corporate governance and nominating committee met two times in 2020.2021.

 

The primary functions of the corporate governance and nominating committee, as identified in its charter, are to:



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Identify individuals qualified to become members of our board of directors (or to fill vacancies), consistent with the criteria approved by our board of directors, and to recommend to the board the nominees to stand for election as directors. In doing so, the committee considers characteristics of directors and director nominees with the goal of maintaining a mix of skills, background, gender diversity, ethnic diversity and tenure on the board to support and promote the Company’s strategic vision.vision;

 

Make recommendations to our board of directors as to changes to the size of the board or any committee thereof.thereof;

 

Review the independence of each director in light of the independence criteria of NYSE and any other independence standards applicable to directors and submit a recommendation to our board of directors with respect to each director’s independence.independence;

 

Make recommendations to the board regarding the composition of the board’s committees.committees;

 

Review and monitor the Company’s policies and initiatives addressing human capital matters, including diversity, equity and inclusion.inclusion;

 

Develop, review annually and recommend to the board any revisions to the Company’s Corporate Governance Guidelines.Guidelines;

 

Oversee the evaluation of the performance of the board and its committees.committees; and

 

Review our overall corporate governance and report to the board on a regular basis, but not less than once per year, on committee findings, recommendations and any other matters that the committee deems appropriate or the board requests.

 

The corporate governance and nominating committee reviewed its charter in February 2021 without material change.

Audit Committee

 

The members of our audit committee are Joseph M. Otting (Chair), John D. Rood and Nancy L. Shanik. The board has determined that each of the audit committee members is financially literate and independent as required by the rules of the SEC and NYSE, and that each of Mr. Otting, Mr. Rood and Ms. Shanik is an audit committee financial expert, as defined by the rules of the SEC. Our audit committee met a total of eightnine times in 2020.2021. 

 

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The primary functions of the audit committee include:

 

Appointing, compensating and overseeing our independent registered public accounting firm;

 

Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

 

Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

 



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Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

 

Approving audit and non-audit services provided by our independent registered public accounting firm;

 

Discussing earnings press releases and financial information provided to analysts and rating agencies;

 

Discussing with management our policies and practices with respect to risk assessment and risk management;

 

Reviewing any material transaction between our chief financial officer or chief accounting officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our chief executive officer; and

 

An annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 

Report of the Audit Committee

 

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2020:2021:

 

The primary function of the audit committee is oversight of (i) the quality and integrity of the Company’s consolidated financial statements and related disclosures, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of the Company’s internal audit function and the independent registered public accounting firm.

 

Our audit committee acts under a written charter, which the audit committee reviewed in February 20212022 without material change. We review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below.

Black Knight, Inc.

18

  

Each of our audit committee members have been determined by the board of directors to be independent as defined by NYSE independence standards. In addition, our board of directors has determined that each of Mr. Otting, Mr. Rood and Ms. Shanik is an audit committee financial expert as defined by the rules of the SEC.

 

In performing our oversight function, we reviewed and discussed with management and KPMG LLP (KPMG), the independent registered public accounting firm, the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020. Management and KPMG reported to us that the Company’s consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Black Knight and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with KPMG matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.



19

Black Knight, Inc.

We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and have discussed with KPMG their independence. In addition, we have considered whether KPMG’s provision of non-audit services to the Company is compatible with their independence.

 

Finally, we discussed with the Company’s internal auditors and KPMG the overall scope and plans for their respective audits. We met with KPMG at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

 

Based on the reviews and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, and that KPMG be appointed independent registered public accounting firm for Black Knight for 2021.2022.

 

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of the Company’s annual consolidated financial statements. The independent registered public accounting firm is responsible for auditing the Company’s annual consolidated financial statements and expressing an opinion as to whether these consolidated financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles.

 

Management is also responsible for maintaining and assessing the effectiveness of its internal control over financial reporting, including providing Management’s Report on Internal Control over Financial Reporting. The independent registered public accounting firm is responsible for auditing these internal controls and expressing an opinion as to whether the Company maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Exchange Act of 1934, as amended, in either of those fields or in auditor independence.

  

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Black Knight, Inc.

The foregoing report is provided by the following directors:

 

AUDIT COMMITTEE

Joseph M. Otting (Chair)

John D. Rood

Nancy L. Shanik

 



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Compensation Committee

 

The members of the compensation committee are Thomas M. Hagerty (Chair) and David K. Hunt, each of whom were deemed to be independent by the board, as required by NYSE. Our compensation committee met four times during 2020.2021. The functions of the compensation committee include the following:

 

Reviewing and approving the corporate goals and objectives relevant to compensation of the company’s CEO, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s compensation level based on this evaluation;

 

Setting salaries and approving incentive compensation awards other than equity-based awards, as well as compensation policies for all Section 16 officers as designated by our board of directors, and recommending to our board of directors equity-based incentive awards for board approval;

 

Reviewing and recommending to our board of directors policies with respect to equity compensation arrangements that are subject to board approval;

 

Overseeing our compliance with the requirement under applicable stock exchange rules that, with limited exceptions, shareholders approve equity compensation plans;

 

Evaluating and approving the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

 

Authorizing and approving any employment or severance agreements and amendments with all designated Section 16 officers;

 

Reviewing, discussing with management and recommending to our board of directors for inclusion in our annual proxy statement or annual report on Form 10-K the compensation discussion and analysis section;

 

Reviewing and approving the annual compensation risk assessment conducted by management and the Chief Executive Officer pay ratio for inclusion in our proxy statement or annual report on Form 10-K;

 

Preparing the report of the compensation committee that the SEC requires in our annual proxy statement;

 

 

Black Knight, Inc.20

Considering the results of shareholder say-on-pay votes and recommending to our board of directors any change to the frequency of say-on-pay votes;

 

Reviewing and approving the form and amount of compensation of our board of directors’ non-management directors;

 

Evaluating and recommending to our board of directors the type and amount of compensation to be paid or awarded to board members;


21

Black Knight, Inc.

 

Reporting to our board of directors;

 

Reviewing the adequacy of its charter on an annual basis; and

 

Reviewing and evaluating, at least annually, the performance of the compensation committee, including compliance of the compensation committee with its charter.

 

Our compensation committee reviewed its charter in February 2021 without material change. For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation.”

 

Risk Committee

 

The members of the risk committee are John D. Rood (Chair), David K. Hunt and Ganesh B. Rao, each of whom were determined by the board to be independent. Our risk committee met four times in 2020.2021.

 

The primary functions of the risk committee include providing oversight of our risk management and compliance efforts, as well as oversight of our material risks. Our risk committee’s functions include, among other things:

 

Oversight of our enterprise risk management program, including data privacy, information security and ESG risk;

 

Oversight of our compliance program; and

 

Oversight of the enterprise risk management and compliance functions.

 

Our risk committee reviewed its charter in February 2021 without material change.Board Leadership Structure

 

Board Leadership Structure and RoleFollowing William P. Foley, II’s transition to Chairman Emeritus in Risk OversightJune 2021, our CEO Anthony M. Jabbour was appointed to serve in the additional role of Chairman of our board. In February 2022, we announced that, effective as of May 16, 2022:

 

We have separated

Mr. Jabbour will assume the positionsrole of CEO andExecutive Chairman of our board. In his role as Executive Chairman, Mr. Jabbour will focus on the boardstrategic direction of directors in recognitionBlack Knight, capital allocation and will work with the executive leadership team to extend our track record of success.

Joseph M. Nackashi, our current President, will assume the role of Chief Executive Officer. Mr. Nackashi has served as our President since 2017 and is a 35-year veteran of the differences betweencompany. Over his career, he has developed strong and trusted relationships with

21Black Knight, Inc.

our clients and leaders throughout the two roles. mortgage industry. In his role as President, Mr. Nackashi has been intensely focused on the tight integration of our teams, solutions and operations to provide clients with enhanced efficiency while also improving their customers’ experience. He will continue to work with Mr. Jabbour to lead Black Knight to act with urgency, treat each client like they are our only client, care for our employees, and deliver on our commitments to stakeholders.

Kirk T. Larsen, our current Executive Vice President and Chief Financial Officer, will assume the role of President and Chief Financial Officer. Mr. Larsen joined Black Knight as CFO in 2014 and led the company through our initial public offering in 2015. In his expanded role, Mr. Larsen will also assume responsibility for the compliance, enterprise risk management, human resources, legal and marketing functions and will work closely with Mr. Nackashi to achieve Black Knight’s strategic goals.

We believe this leadership structure is appropriate and allowswill allow our Executive Chairman, CEO and ChairmanPresident to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company.Company and stakeholders.

 

In February 2020, our board appointed Thomas M. Hagerty, one of our independent directors, to serve as our Lead Independent Director. Following engagement and feedback from our shareholders, the board determined it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. The responsibilities of our Lead Independent Director include:

 

Preside at meetings of the board of directors in the absence of, or upon the request of, the Chairman;

 



Black Knight, Inc.

22

 

Call and preside over all executive meetings of non-employee directors and independent directors and report to the board, as appropriate, concerning such meetings;

 

Review information sent to the board, as well as board meeting agendas and schedules in collaboration with the Chairman to ensure that there is sufficient time for discussion of all agenda items and recommend matters for the board to consider and information to be provided to the board;

 

Serve as a liaison and supplemental channel of communication between non-employee/ independent directors and the Chairman without inhibiting direct communications between the Chairman and other directors;

 

Serve as the principal liaison for consultation and communication between the non-employee/independent directors and shareholders;

 

Advise the Chairman concerning the retention of advisors and consultants who report directly to the board; and

 

Be available to major shareholders for consultation and direct communication.

 

Black Knight, Inc.22

Board Role in Risk Oversight

 

The board of directors administers its risk oversight function directly and through committees. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also oversees the performance of the independent auditor, our internal audit function and monitors compliance with legal and regulatory requirements.

 

Our risk committee has the responsibility to assist our board of directors in overseeing our enterprise risk management framework, including ESG risk, and our comprehensive compliance program, and to review and approve our risk governance policies and procedures. At each regular meeting of the risk committee, our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer provide reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents, and each of them has an opportunity to engage with the risk committee individually in executive session. Our Chief Risk Officer also reports to the risk committee on matters relating to our environmental sustainability policies and programs. Our risk committee chairman reports on these discussions to our board of directors on a quarterly basis. We also provide opportunities for continuing education to our risk committee members on various matters relating to cyber security, including emerging risks and trends, regulatory changes, and changes to our internal practices to address emerging risks.

 

The corporate governance and nominating committee considers the adequacy of our governance structures and policies, including as they relate to our environmental, social and governance practices. The compensation committee reviews and approves our compensation and other benefit plans, policies and programs and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Black Knight. Each committee provides reports on its activities to the full board of directors.



23

Black Knight, Inc.

 

Black Knight's commitment to corporate responsibility means integrating it throughout our business, including how we manage ESG topics. Our board and its committees oversee the execution of Black Knight’s ESG strategies and initiatives as an integrated part of our oversight of the overall strategy and risk management for the Company. Our management team is actively engaged on related topics including innovation of our software, data and analytics solutions and client, investor and other stakeholder expectations. In addition, our management team actively manages our approach to our corporate social responsibilities, public policy issues, human capital issues, environmental, health and safety matters, as well as the environmental impact of the Company’s operations, and will discuss these matters with the board and appropriate committees. The Corporate Responsibility section, beginning on page 11 of this proxy statement, and our 2020 Corporatethe materials and Social Responsibility Report availableinformation included on the InvestorsSustainability page of our website at www.BlackKnightInc.comwww.blackknightinc.com/sustainability, further outline our approach to these issues.

23Black Knight, Inc.

Contacting the Board

 

Any shareholder or other interested person who desires to contact any member of the board or the non-management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Black Knight, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

 

 

CERTAIN INFORMATION

ABOUT OUR DIRECTORS

 

 

 

Director Criteria, Qualifications and Experience and Process for Selecting Directors

 

Our board and the corporate governance and nominating committee is committed to include the best available candidates for nomination to election to our board based on merit. Our board and our corporate governance and nominating committee regularly evaluate our board’s composition with the goal of developing a board that will meet our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

 

The corporate governance and nominating committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the board. In accordance with our Corporate Governance Guidelines, the corporate governance and nominating committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

 



Black Knight, Inc.

24

 

 

Personal qualities and characteristics, accomplishments and reputation in the business community;

 

Current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;

 

Ability and willingness to commit adequate time to the board and committee matters;

 

The fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to our needs; and

 

Diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

 

Black Knight, Inc.24

Each year in connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders. The corporate governance and nominating committee will evaluate candidates submitted by shareholders generally using the same criteria as that used for any other candidate. Nomination procedures for shareholders are described below under “Shareholder Proposals and Nominations.”

 

Composition, Tenure, Recent Refreshment and Diversity

 

We believe that the current composition of our board includes directors who possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. Black Knight has undergone significant change over the past six years, including FNF’s acquisition of LPS in January 2014, the IPO in May 2015, the Spin-Off from FNF in September 2017, and a CEO transition in April 2018. Our board includes five directors who have been on our board since 2014 and have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face. Having directors with a longevity of service and deep understanding of our business has been critical to our ability to smoothly and successfully navigate through this time of transition. The success of their leadership is evidenced by the increase in the trading price for our stock from $24.50 at IPO, to $43.05 at Spin-Off, to $88.35$82.89 on December 31, 2020,2021, which represents an increase of $10.1$9.1 billion in shareholder value.

 

In 2019 and 2020, our board focused on refreshment and diversity. In furtherance of our commitment to having a board of directors and board committees that reflect diversity of background, skills, age, gender, nationality, race, ethnicity and sexual orientation, we have added three new highly talented directors to our board in the last two years:during that time:

 

In December 2019, Nancy L. Shanik was elected as the first woman to serve on our board, and in February 2020, Ms. Shanik was appointed to serve on our audit committee. Ms. Shanik has a strong background in risk management and is an audit committee financial expert.

 

In June 2020, Joseph M. Otting was elected to our board, and in July 2020, Mr. Otting was appointed to serve as Chairman of our audit committee. Mr. Otting, who is the former Comptroller of the Currency, brings strong financial expertise, as well as significant industry and regulatory experience.


25

Black Knight, Inc.

 

In October 2020, Catherine L. Burke was elected as the second woman to serve on our board and in February 2021, she was appointed to serve on our corporate governance and nominating committee. Ms. Burke diversifies the talent set on our board through her extensive leadership experience in marketing and communications strategy and execution.

 

Each of these directors possesses skills and qualifications that augment those of our other directors, is independent and has no prior relationships as directors or employees with any of the companies with which we have had relationships in the past, including FNF, DNB, Cannae or Trasimene. For additional information about each of these directors, please see “Certain Information about ourOur Directors.”

25Black Knight, Inc.

In 2021,2022, we expect our board will focus on the execution of our strategy to drive growth by selling our products and solutions to new clients, cross-selling additional services to existing clients, innovating through the development of new solutions and refining our current offerings to provide better insight to our clients, and selectively pursuing strategic acquisitions. We also expect our board to focus on ourfurther integration of Optimal Blue and execution of the strategies that we outlined when we acquired Optimal Blue.our solution sets.

 

Our board is committed to examining ways to continue to foster the diversity of our board across many dimensions to ensure that it operates at a high functioning level and reflects the board’s commitment to inclusiveness. Our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups as candidates for nomination as directors.

 

The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders. Shareholders can suggest qualified candidates for director to the corporate governance and nominating committee by writing to our Corporate Secretary at 601 Riverside Avenue, Jacksonville, Florida 32204. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals” below.

 

Information About the Director Nominees and Continuing Directors

 

Declassification of ourOur Board of Directors and Majority Voting

Following strong support from our shareholders at our 2019 annual meeting, our board approved an amendment to our certificate of incorporation to eliminate the classification of our board over a three-year period beginning at the 2020 annual meeting and provide for the annual election of all directors beginning at the 2022 annual meeting. This year, Class II and Class IIIall directors will beare nominated for election for terms expiring at the 20222023 annual meeting of shareholders.

 



Black Knight, Inc.

26

 

Also following strong support from our shareholders at our 2019 annual meeting, our board approved changes to our bylaws to implement majority voting in uncontested director elections. As a result, our directors will be elected by a majority of the votes cast in an uncontested director election, that is, where the number of nominees for director equals the number of directors to be elected by the shareholders at a meeting. In the event of a contested director election, that is where the number of nominees for director exceeds the number of directors to be elected by the shareholders at a meeting, directors would be elected by a plurality of the votes cast.

 

We continuously consider our governance profile and look for opportunities to improve our corporate governance. This year, we are looking to ascertain the level of our shareholders’ support for a management proposal that our board of directors amend our bylaws to include proxy access rights for our shareholders.

Black Knight, Inc.26

For more information about the proxy access proposal, see “Proposal No. 2: Proxy Access” below.

Director Skills and Experience

The matrix below lists the skills and experience that we consider most important for our directors in light of our current business and structure. In addition, biographical information concerning our nominees proposed for election at the annual meeting, as well as our continuing Class I directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

 

 BOARD OF DIRECTORS
Anthony Jabbour
(Chair/CEO)		Catherine
L. Burke		Thomas
M. Hagerty		David
K. Hunt		Joseph
M. Otting		Ganesh
B. Rao		John
D.
Rood		Nancy L.
Shanik
Board of
Directors
Experience		········
Industry
Experience		·   ·  ·
CEO/Business
Head/
Leadership		·· ·· ··
Human Capital
Management/
Compensation		········
Finance/
Capital
Allocation		········
Financial
Literacy		········
Regulatory·  ·· ··
Mortgage/
Banking		·   · ··
Risk
Management		········
Corporate
Governance		····· ··
Technology/
Information
Security		········
Marketing/
Sales		······  
OTHER INFORMATION       
Board Tenure42882883
Age5446597664456768

27BOARD OF DIRECTORS
William P.
Foley, II
(Chair)		Anthony
M. Jabbour
(CEO)		Thomas
M. Hagerty		David
K. Hunt		Ganesh
B. Rao		John
D. Rood		Nancy
L. Shanik		Joseph
M. Otting		Catherine
L. Burke
Board of Directors
Experience		✓✓✓✓✓✓✓✓✓
Industry Experience✓✓✓✓
CEO/Business Head/
Leadership		✓✓✓✓✓✓✓
International✓✓✓✓✓✓✓✓✓
Human Capital
Management/
Compensation		✓✓✓✓✓✓✓✓✓
Finance/Capital
Allocation		✓✓✓✓✓✓✓✓✓
Financial Literacy✓✓✓✓✓✓✓✓✓
Regulatory✓✓✓✓✓✓
Mortgage/Banking✓✓✓✓✓
Risk Management✓✓✓✓✓✓✓✓✓
Corporate Governance✓✓✓✓✓✓✓
Technology/
Information Security		✓✓✓✓✓✓✓✓✓
Legal✓Black Knight, Inc.

(GRAPHIC)



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Black Knight, Inc.

 

 

 

 

Marketing/Sales✓✓✓✓✓✓ ✓✓
Board Tenure7377772**
Age765358754466676345
Ethnic, Gender,
Nationality or
Other Diversity		    ✓ ✓ ✓

*Less than one year of service.

 

Board Gender and Diversity Matrix (as of December 31, 2021)
Total Number of Directors8
Directors FemaleMale
26
Number of Directors Who Identify in Any of the Categories Below:
Asian01
White25
Did not Disclose Demographic Background0

Nominees for Director – Term Expiring 20222023 (if elected)

 

NamePosition
William P. Foley, IINon-executive Chairman of the Board
Anthony M. Jabbour

Chairman and Chief Executive Officer and Director

Catherine L. Burke

Member of the Corporate Governance and Nominating Committee

Thomas M. HagertyLead Independent Director
Chairman of the Compensation Committee
Member of the Corporate Governance and Nominating Committee
David K. HuntChairman of the Corporate Governance and Nominating Committee
NominatingMember of the Compensation Committee
Member of the Risk Committee
Joseph M. OttingChairman of the Audit Committee
Ganesh B. RaoMember of the Risk Committee
John D. Rood

Chairman of the Risk Committee
Member of the Audit Committee

Nancy L. Shanik

Member of the Audit Committee

 

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Black Knight, Inc.28

 

 

 

William P. Foley, II has served as Chairman of the board of directors of Black Knight and its predecessors since January 2014. Mr. Foley served as our Executive Chairman from January 2014 until December 1, 2019. Mr. Foley served as the Chairman of the board of directors of LPS from July 2008 until March 2009. Mr. Foley is a founder of FNF and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994.

 

Mr. Foley also serves Chairman of Cannae, DNB, and Paysafe Limited. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC, a private company that provides certain management services to Cannae, since November 2019. Mr. Foley serves on the board of numerous foundations, including The Foley Family Charitable Foundation and the Cummer Museum of Arts and Gardens. He is a founder, trustee and director of The Folded Flag Foundation, a charitable foundation that supports our nation’s Gold Star families. Mr. Foley also is Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. Mr. Foley previously served as a director of special purpose acquisition companies Foley Trasimene Acquisition Corp. (FTAC), Austerlitz Acquisition Corporation I, and Austerlitz Acquisition Corporation II, and Trebia Acquisition Corp. In addition, Mr. Foley formerly served as a director of Foley Trasimene Acquisition Corp. II (FTAC II) until its merger with Paysafe Limited, as Co-Chairman of FGL Holdings, as Vice Chairman of FIS and as a director of Ceridian HCM Holdings, Inc. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington.

 

Mr. Foley’s qualifications to serve on our Board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating and implementing mergers and acquisitions. Mr. Foley provides high-value added services to our company and has sufficient time to focus on Black Knight.

Anthony M. Jabbourhas served as our Chief Executive Officer since April 2018, and has served as a director since May 2018.2018, and as Chairman of the Board since June 2021. In February 2022, we announced that Mr. Jabbour would assume the role of Executive Chairman effective as of May 16, 2022. Mr. Jabbour has also served as the Chief Executive Officer and a director of DNB and its predecessors since February 2019. He also serves on the board of Paysafe Ltd. Prior to joining Black Knight, Mr. Jabbour served as Corporate Executive Vice President and Co-Chief Operating Officer of Fidelity National Information Services, Inc. (FIS) from December 2015 through December 2017. Mr. Jabbour also serves on the board of Paysafe Limited.

 

Mr. Jabbour served as Corporate Executive Vice President of the Integrated Financial Solutions segment of FIS from February 2015 until December 2015. He served as Executive Vice President of the North America Financial Institutions division of FIS from February 2011 to February 2015. Prior to that, Mr. Jabbour held positions of increasing responsibility in operations and delivery from the time he joined FIS in 2004. Prior to joining FIS, Mr. Jabbour worked for Canadian Imperial Bank of Commerce and for IBM’s Global Services group managing complex client projects and relationships.

 

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29Black Knight, Inc.

Mr. Jabbour’s qualifications to serve on the Black Knight board of directors include his extensive experience in leadership roles with financial services and technology companies, resulting in his deep knowledge of our business and industry, as well as his strong leadership abilities.

 

Catherine (Katie) L. Burkeis Chief Strategy Officer at Daniel J. Edelman Holdings Inc. (Edelman)(Edelman), a global communications firm, a position she has held since January 6, 2019. In addition, she is the head of Practices, Sectors and Intellectual Property at Edelman and is a member of Edelman’s Executive and Operations Committees. Since 2008, Ms. Burke has served in a variety of executive roles at Edelman including Global Chair of Public Affairs and Global Chief of Staff. Previously, Ms. Burke served as Executive Vice President of Marketing and Communications at Nielsen Holdings plc. Ms. Burke also serves as a director of NCR Corporation.

 

Mrs.Ms. Burke’s qualifications include her extensive experience and senior leadership roles in marketing, communications strategy and execution, and operations; her domestic and international experience in these areas; her financial literacy; and her independence.

 

Thomas M. Hagertyhas served on the board of Black Knight and its predecessors since January 2014. Mr. Hagerty has served as a director of FNF since 2005. Mr. Hagerty is a Managing Director of THL, which he joined in 1988. Mr. Hagerty currently serves as a director of FNF, FleetCor Technologies, Ceridian HCM Holdings, Inc. and DNB. In his capacity as Managing Director of THL, Mr. Hagerty also servesformerly served on the board of Optimal Blue, which is privately held.Blue. Mr. Hagerty formerly served on the boards of First Bancorp, MoneyGram International, FIS and FTAC.Foley Trasimene Acquisition Corp. 

29Black Knight, Inc.

 

Mr. Hagerty’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, a leading private equity firm, and his experience in enhancing value at such companies, along with his expertise in corporate finance and as a long-time director of public companies. He also has a strong background in the mortgage industry from serving as a long-time director FNF and a deep knowledge of our business gained from serving on our board and the board of FIS.

 

David K. Hunt has served on the board of directors of Black Knight and its predecessors since April 2014. In addition, Mr. Hunt served as a director of FIS from June 2001 until May 2020 and served as a director of LPS from February 2010 until January 2014, when LPS was acquired by FNF. Since December 2005, Mr. Hunt has been a private investor.

Mr. Hunt’s qualifications to serve on our board of directors include his long familiarity with our business and industry that he acquired as a director of LPS and FIS, as well as Mr. Hunt’s prior service as chairman of LPS’ risk and compliance committee and his deep understanding of the regulatory environment and other challenges facing our industry.

Joseph M. Otting is the former Comptroller of the Currency, a position for which he was nominated in June 2017, confirmed by the U.S. Senate and sworn in during November 2017, and in which Mr. Otting served until May 29, 2020. During this time, Mr. Otting also served as Acting Director of the Federal Housing Finance Agency, which oversees the government-sponsored enterprises Freddie Mac and Fannie Mae, from January 2020 through April 2020. Mr. Otting served as President, Chief Executive Officer, and a director of OneWest Bank, N.A. from October 2010 until August 2015, at which time OneWest Bank was merged with CIT Group. Mr. Otting served as President of CIT Bank and Co-President of CIT Group from August 2015 to December 2015. Prior to joining OneWest Bank, Mr. Otting served in various roles at U.S. Bank, a subsidiary of U.S. Bancorp, including as one of eight Vice Chairmen and as the head of the Commercial Banking Group.

Mr. Otting’s qualifications to serve on our board of directors include his strong understanding of the risks, regulatory environment, and other challenges facing our business and industry that he gained as Comptroller of the Currency, his understanding of our clients that he gained in various leadership roles with OneWest Bank, CIT Group and U.S. Bank, and his experience running a complex and highly regulated business organization.

Ganesh B. Rao has served on the board of Black Knight and its predecessors since January 2014. Mr. Rao is a Managing Director of THL, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the Mergers & Acquisitions Department. Mr. Rao also worked at Greenlight Capital, a hedge fund. Mr. Rao is currently a director of DNB and Ceridian HCM Holding, Inc. In his capacity as Managing Director of THL, Mr. Rao also serves on the boards of the following privately held companies: AmeriLife Group, Auction.com, Hightower Advisors and Insurance Technologies Corporation. Mr. Rao formerly served on the board of Optimal Blue. Mr. Rao is a board observer of Guaranteed Rate. Mr. Rao is a former director of Comdata, MoneyGram International, Inc. and Nielsen Holdings N.V.

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Mr. Rao’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, and his experience with enhancing value at such companies, along with his expertise in corporate finance.

John D. Roodhas served on the board of Black Knight and its predecessors since January 2014. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with more than 30 years of experience in multifamily development and investment. Mr. Rood also serves on the board of FNF. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. Mr. Rood previously served on the board of Alico, Inc., and currently serves on several private boards. In 1999, he was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where he serves as Chairman of the Board. Mr. Rood served on the Enterprise Florida and Space Coast Florida board of directors from September 2016 until February 2019.

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Black Knight, Inc.30

 

Mr. Rood’s qualifications to serve on our board of directors include his experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy and his experience as a director on boards of both public and private companies. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors, or NACD. He is a Board Leadership Fellow with NACD.

 

Nancy L. Shanikis a private investor and has served on our board since December 2019. Ms. Shanik served as Chief Risk Officer of Citizens Financial Group, Inc. from November 2010 until April 2016, where she oversaw the risk management organization within Citizens. Prior to joining Citizens, Ms. Shanik served as a Managing Director of Alvarez & Marshal, a professional services firm focused on turnaround management, corporate restructuring and operational performance improvement, from 2009 to 2010. Prior to that, Ms. Shanik spent 31 years with Citigroup Inc. where she was both a Managing Director and Senior Credit Officer and served as the Chief Credit Officer of Citigroup Inc.’s Global Commercial Markets business. Ms. Shanik also serves on the board of directors of RBC US Group Holdings, which owns the U.S. operations of the Royal Bank of Canada. She also serves on the board of directors of City National Bank which is a subsidiary of the Royal Bank of Canada.

 

Ms. Shanik’s qualifications to serve on our board of directors include her strong background in the financial services industry and oversight of risk enterprise management for a complex and highly regulated business organization, resulting in her deep understanding of the risks, regulatory environment and other challenges facing our business and industry.

 

Class I Directors – Term Expiring 2022

NamePosition
David K. HuntChairman of the Corporate Governance
and Nominating Committee
Member of the Compensation Committee
Member of the Risk Committee
Ganesh B. RaoMember of the Risk Committee

David K. Hunt has served on the board of directors of Black Knight and its predecessors since April 2014. In addition, Mr. Hunt served as a director of FIS from June 2001 until May 2020 and served as a director of LPS from February 2010 until January 2014, when LPS was acquired by FNF. Since December 2005, Mr. Hunt has been a private investor.

Mr. Hunt’s qualifications to serve on our board of directors include his long familiarity with our business and industry that he acquired as a director of LPS and FIS, as well as Mr. Hunt’s prior service as chairman of LPS’ risk and compliance committee and his deep understanding of the regulatory environment and other challenges facing our industry.

Ganesh B. Rao has served on the board of Black Knight and its predecessors since January 2014. Mr. Rao is a Managing Director of THL, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the Mergers & Acquisitions Department. Mr. Rao also worked at Greenlight Capital, a hedge fund. Mr. Rao is currently a director of DNB and Ceridian HCM Holding, Inc. In his capacity as Managing Director of THL, Mr. Rao also serves on the boards of the following privately held companies: AmeriLife Group, Auction.com, Hightower Advisors, Insurance Technologies Corporation and Optimal Blue. Mr. Rao is a board observer of Guaranteed Rate. Mr. Rao is a former director of Comdata, MoneyGram International, Inc. and Nielsen Holdings N.V.

 

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31Black Knight, Inc.

 

 

 

Mr. Rao’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, and his experience with enhancing value at such companies, along with his expertise in corporate finance.

  

PROPOSAL NO. 1:

ELECTION OF DIRECTORS 

 

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

The certificate of incorporation and the bylaws of the Company provide that our board shall consist of at least one and no more than twelve directors. The board determines the number of directors within these limits. Our directors are currently divided into three classes; however, we began the process of eliminating the classification of our board last year at the 2020 annual meeting. The Class II and Class III directors elected at this annual meeting will hold office for a term of one year or until their successors are elected and qualified, and all classes will be eliminatedEffective as of the 2022 annual meeting, withAnnual Meeting of Shareholders, we will no longer have directors serve in classes and all directors beingwill be elected each year for one-year terms.terms going forward. The current number of directors is nine.eight. The board believes that each of the following nominees will stand for election and will serve if elected as a director:

 

At this annual meeting, the persons listed below have been nominated to stand for election for a one-year term expiring in 2022.2023.

 

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES..NOMINEES.

 

William P. Foley, II

Anthony M. Jabbour

Catherine L. (Katie) Burke

Thomas M. Hagerty

David K. Hunt 

Joseph M. Otting

Ganesh B. Rao 

John D. Rood

Nancy L. Shanik

 

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Black Knight, Inc.32

 

 

 

 

PROPOSAL NO. 2:

PROXY ACCESS

The board of directors recommends that the Company’s shareholders approve a proposal for the board to amend our bylaws to adopt a proxy access provision, which would allow eligible shareholders to include their own nominees for director in the Company’s proxy materials along with the board’s nominees.

If this proposal is approved by the requisite vote of shareholders, the board will take action prior to the Company’s next annual shareholders’ meeting to amend our bylaws to adopt proxy access consistent with the terms described in this proposal so that proxy access would be available for the 2023 annual meeting.

The board’s decision to seek shareholder input on this proposal to implement proxy access reflects its continuing review of our corporate governance practices, and a commitment to responding to the views of the Company’s shareholders and provide them with a voice in corporate governance matters.

Description of Proposal

Eligibility of Shareholders to Nominate Directors

The bylaw would permit any shareholder, or group of no more than 20 shareholders, owning 3 percent or more of the Company’s voting power of common stock outstanding and entitled to vote in the election of directors continuously for at least the previous three years, who complies with the requirements set forth in the bylaw, to include a director nominee in the Company’s proxy statement for its annual meeting. For the purposes of satisfying the ownership requirement, shares of common stock owned by one or more shareholders may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated may not exceed 20.

Calculation of Qualifying Ownership

To ensure that the interests of shareholders seeking to include director nominees in the Company’s proxy materials are aligned with those of other shareholders, a nominating shareholder would be deemed to own only those outstanding common shares of the Company as to which the shareholder possesses both the full voting and investment rights pertaining to the shares and the full economic interest in (including the opportunity for profit from and risk of loss on) such shares.

33Black Knight, Inc.

Number of Shareholder-Nominated Candidates

The maximum number of shareholder-nominated candidates that the Company would be required to include in its proxy materials would equal the greater of 2 or 20% of the directors in office at the time of nomination. If the 20% calculation does not result in a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. If one or more vacancies occur on the board, or the board decides to reduce the size of the board in connection therewith, after the nomination deadline, the nominee limit would be calculated based on the reduced number of directors. The maximum number of shareholder-nominated candidates includes candidates (i) nominated under proxy access procedures but who subsequently withdraw, (ii) that the board decides to nominate as a nominee of the board, and (iii) that were previously elected to the board at one of the last two annual meetings and renominated as a director by the board.

Nominating Procedure

In order to provide adequate time to assess shareholder-nominated candidates, requests to include shareholder-nominated candidates in the Company’s proxy materials must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 days prior to the anniversary date of the date of the proxy statement for the immediately preceding annual meeting.

Information Required; Representations and Undertakings

Each shareholder seeking to include a shareholder-nominated candidate in the Company’s proxy materials would be required to provide certain information and make certain representations and undertakings at the time of nomination, including, but not limited to the following:

proof that the nominating shareholder or group of shareholders has held the required number of shares for the requisite period (including as of both the date the notice is delivered to the Company and as of the record date) and notice if the shareholder ceases to own the required shares prior to the date of the annual meeting;

representations, including that the shareholder intends to own the required shares through the annual meeting, that the required shares were acquired in the ordinary course of business and not with the intent to change or influence control of the Company, that the shareholder has not nominated and will not nominate any other persons other than the shareholder-nominated candidate, that the shareholder has not engaged and will not engage in any other person’s solicitation within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than the shareholder-nominated candidate, and that the statements made by such shareholder are true and correct in all material respects;

a copy of the shareholder’s notice on Schedule 14N required to be filed with the SEC;

the written consent of the shareholder-nominated candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

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certain information about the nominating shareholder; and

undertakings by the nominating shareholder, including to assume liability stemming from any violation arising out of any communications by the nominating shareholder with the Company’s shareholders and from the information that the shareholder provides to the Company, and to comply with all applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the meeting.

In addition, each shareholder-nominated candidate would be required to submit certain information, including as necessary to permit the board to determine if the shareholder-nominated candidate is independent under the NYSE listing standards, any applicable rules of the SEC, or any publicly disclosed standards used by the board in determining and disclosing the independence of the Company’s directors. Each shareholder-nominated candidate would also be required to provide certain representations and agreement, including in relation to adherence to applicable Company policies, disclosure of voting commitment or compensation arrangement in connection with his or her nomination or service as a director and the completion of any applicable questionnaires as requested by the Company.

Qualifications and Eligibility of Shareholder-Nominated Candidates

The Company would not be required to include the shareholder-nominated candidate in its proxy materials under certain circumstances, including if:

the nominating shareholder has also submitted a director nominee for election to the board at the annual meeting, pursuant to the Company’s advance notice nomination procedures;

the nominating shareholder has been or is a participant in another person’s solicitation within the meaning of Rule 14a-1(l) of the Exchange Act;

the shareholder-nominated candidate is not independent under the NYSE listing standards, any applicable rules of the SEC, or any disclosed standards used by the board in determining and disclosing the independence of the Company’s directors;

the Company would be in violation of its organizational documents, governance guidelines or any other document setting forth the qualification for members of the board, applicable law or NYSE listing standards;

the shareholder-nominated candidate is party to an undisclosed voting commitment or compensation arrangement;

the shareholder-nominated candidate is or has been, within the past three years, an officer or director of a competitor;

35Black Knight, Inc.

the shareholder-nominated candidate’s business or personal interests place such candidate in a conflict of interest with the Company;

the shareholder-nominated candidate is a named subject of a pending criminal proceeding or has been convicted in such a criminal proceeding within the past ten years;

the shareholder-nominated candidate is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act; and

the shareholder-nominated candidate or shareholder has provided materially false or misleading information to the Company.

Renomination of Shareholder-Nominated Candidates

Any shareholder-nominated candidate who is included in the Company’s proxy materials, but subsequently withdraws from or becomes ineligible for election at the meeting would be ineligible for nomination for the following two annual meetings.

Supporting Statement

Nominating shareholders may submit to the Company for inclusion in the proxy materials a 500-word statement in support of their nominee(s). The Company may omit any information or statement that it believes would violate any applicable law or regulation.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE PROXY ACCESS PROPOSAL.

 

Black Knight, Inc.36

 

CERTAIN INFORMATION ABOUT OUR

OUR EXECUTIVE OFFICERS

 

 

 

The executive officers of the Company are set forth in the table below, together with biographical information, except for Mr. Jabbour, whose biographical information is included in this proxy statement under the section titled “Certain Information about our Directors – Information About the Director Nominees and Continuing Directors.” Please see the discussion under the section titled “Board Leadership Structure” for a discussion of executive role transitions for Messrs. Jabbour, Nackashi and Larsen that will be effective as of May 16, 2022.

 

NamePosition with Black KnightAge
Anthony M. JabbourChairman and Chief Executive Officer5354
Joseph M. NackashiPresident5758
Kirk T. LarsenExecutive Vice President and Chief Financial Officer49
Shelley S. LeonardChief Product and Digital Officer50
Michael L. GravelleExecutive Vice President and General Counsel59
Michele M. MeyersChief Accounting Officer and Treasurer4160

 

Joseph M. Nackashi.Mr. Nackashi has served as our President since July 2017. Mr. Nackashi previously served as President of our Servicing Software division since January 2014 and served as our Chief Information Officer from January 2014 until June 2015. Mr. Nackashi previously served as Executive Vice President and Chief Information Officer of LPS from July 2008 until LPS was acquired by FNF in January 2014.

 

Kirk T. Larsen.Mr. Larsen has served as our Executive Vice President and Chief Financial Officer of Black Knight and its predecessors since January 2014. From January 2014 to April 2015, Mr. Larsen also served as Executive Vice President and Chief Financial Officer of ServiceLink, a national provider of loan transaction services to the mortgage industry. Prior to joining Black Knight, Mr. Larsen served as the Corporate Executive Vice President, Finance and Treasurer of FIS from July 2013 until December 2013 and as Senior Vice President and Treasurer from October 2009 until July 2013.

 

Shelley S. Leonard. Ms. Leonard has served as Chief Product Officer of Black Knight since January 2015, and as Chief Product and Digital Officer since January 2019. Ms. Leonard previously served as Executive Vice President and Managing Director of LoanSphere Business Strategy for Black Knight’s Servicing Technologies division from November 2011 to December 2014. Prior to that, Ms. Leonard served Black Knight and its predecessors in various roles with increasing responsibility since June 1993.

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33Black Knight, Inc.

Michael L. Gravelle.Mr. Gravelle has served as the Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and served as Corporate Secretary of Black Knight from January 2014 until May 2018. Mr. Gravelle has also served as Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and as Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017. Mr. Gravelle also serves as General Counsel and Corporate Secretary of FTAC since April 2020, and Austerlitz I and Austerlitz II since March 2021. Mr. Gravelle previouslyor served as General Counsel and Corporate Secretary of FTACthe following special purpose acquisition companies: Austerlitz Acquisition Corporation I (since December 2020), Austerlitz Acquisition Corporation II from(since January 2021), Foley Trasimene Acquisition Corp. (from March 2020 to July 2021) and Foley Trasimene Acquisition Corp. II (from July 2020 throughto March 2021.

Michele M. Meyers. Ms. Meyers has served as our Chief Accounting Officer since February 2019, and as our Treasurer since April 2019. Ms. Meyers previously served as the Company’s Vice President of Finance and Controller since March 2015. Prior to joining Black Knight, Ms. Meyers served as the Vice President and Corporate Controller of Altisource Portfolio Solutions S.A. from July 2012 to January 2015. Ms. Meyers began her career with Deloitte & Touche LLP, where she held various titles of increasing responsibility, last serving in the role of Audit Senior Manager.2021).

 

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37Black Knight, Inc.34

 

 

COMPENSATION DISCUSSION AND

ANALYSIS AND EXECUTIVE AND

DIRECTOR COMPENSATION

 

 

 

Compensation Discussion and Analysis

 

The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance.

We specifically caution investors not to apply these statements to other contexts.

 

In this compensation discussion and analysis, we provide an overview of our approach to compensating our named executive officers in 2020,2021, including the objectives of our compensation programs and the principles upon which our compensation programs and decisions are based. In 2020,2021, our named executive officers were:

 

Anthony M. Jabbour, Chairman and Chief Executive Officer

 

Joseph M. Nackashi, President

 

Kirk T. Larsen, Executive Vice President and Chief Financial Officer

 

Shelley S. Leonard, Chief Product and Digital Officer

Michael L. Gravelle, Executive Vice President and General Counsel

 

Shelley S. Leonard, Chief Product and Digital Officer (until December 7, 2021)

Michele M. Meyers, Chief Accounting Officer and Treasurer (until March 12, 2022)

On February 15, 2022, the Company announced an executive transition plan pursuant to which Mr. Jabbour would assume the role of Executive Chairman of the Board; Mr. Nackashi would assume the role of Chief Executive Officer; and Mr. Larsen would assume the role of President and Chief Financial Officer, in each case effective as of May 16, 2022.

Executive Summary

 

2020 was another solid year for Black Knight as we continued to execute against our long-term strategic objectives to drive growth through winning new clients, cross selling to existing clients, innovatinghad an outstanding year in 2021. We continually acted with urgency and through acquisitions to further enhance our offerings. While we faced significant challenges relateddeliver premier solutions to the COVID-19 pandemic, we continued to focus on taking care of our employees and our clients, innovation, and executing against our strategic initiatives to drive long-term, sustainable growth and value for our clients and other stakeholders.to help them achieve greater success. From a financial perspective, the year was nothing short of extraordinary, and from a sales perspective, we signed a record number of platform sales for our MSP®loan servicing system, Empower® loan origination system (LOS) and Optimal Blue product, pricing and eligibility (PPE) engine.

 

In 2020, we completed three acquisitions, including the strategically significant acquisition of Optimal Blue – the largest acquisition in our history. We also launched innovative products, completedhad significant success cross-selling our integrated solutions, as a growing number of clients are realizing the implementationvalue of Bank of America onto MSP®working with a single, trusted vendor to support their businesses. In fact, we now have 28 enterprise clients – lenders and exceeded our new salesservicers that leverage multiple solutions across the loan life cycle to support end-to-end processes.

 

 

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35Black Knight, Inc.38

 

 

contract value goal for 2020. In addition, following the successful initial public offering of DNB, we had an unrealized pre-tax gain of $873.2 million

 

We continued to execute on our investmentlong-term strategic initiatives in DNB2021 to drive growth by signing new clients, cross-selling to existing clients and delivering innovative solutions. We also acquired several companies that enable us to further enhance our already-comprehensive offerings. These acquisitions provide the opportunity to integrate these companies’ solutions with our existing offerings to create an even more powerful Black Knight ecosystem.

Recognizing the strategic importance of our acquisition of Optimal Blue, we acquired the minority interests of Optimal Blue that were previously held by Cannae Holdings, Inc. (Cannae) and Thomas H. Lee Partners, L.P. (THL) on February 15, 2022. The transaction will to have a positive impact on our 2022 Adjusted earnings per share and simplify our organizational structure with Optimal Blue as a wholly-owned subsidiary of December 31, 2020, which had a market value of $1.4 billion based on DNB’s closing price of $24.90 on December 31, 2020.Black Knight.

 

Financial Highlights

 

 

 

*The effect of our DNB Investment was an increase in Net earnings attributable to Black Knight of $62.1 million, or $0.41 per diluted share, primarily related to a non-cash gain recognized as a result of DNB’s initial public offering and concurrent private placement, compared to a reduction in Net earnings attributable to Black Knight of $73.9 million, or $0.50 per diluted share, in 2019.

In 2020, we generated Revenues of $1,238.5 million, an increase of 5% compared to 2019, Earnings before equity in earnings (losses) of unconsolidated affiliates of $178.7 million, a decrease of 2% compared to 2019, and Net earnings attributable to Black Knight of $264.1 million, or $1.73 per diluted share, compared to $108.8 million, or $0.73 per diluted share, in 2019.

Adjusted revenues in 2020 were $1,238.9 million, an increase of 5% over the prior year, and Adjusted EBITDA was $609.9 million, an increase of 4.5% compared to 2019. Adjusted EPS was $2.11, an increase of 6% compared to 2019. Our growth in 2020 reflected strong performance in our origination software and data and analytics businesses.

Reflecting the solid financial results, strong new sales wins, and strength of our business model, our share price appreciated significantly during 2020 and since our initial public offering in May 2015. The closing price of our stock on December 31, 2020 was $88.35, an increase of 37% above our closing price on December 31, 2019, and 261% above the initial public offering price.

Adjusted revenues, Adjusted EBITDA, Adjusted net earnings and Adjusted EPS are non-GAAP financial measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures.

 

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39Black Knight, Inc.36

 

 

Our Compensation Programs are Driven by Our Business Objectives

 

Our compensation committee takes great care to develop and refine an executive compensation program that recognizes our stewardship responsibility to our shareholders while our talent strategy supports a culture of growth, innovation, and performance.

 

Our compensation committee believes it is important to reward our executives for strong performance in an industry with significant operational and regulatory challenges, and to incentivize them to deliver strong results for our investors by winning new clients, cross-selling to existing clients, innovating with urgency and executing acquisitions to further enhance our offerings.

 

At the same time, our compensation committee believes it is important to discourage our executives from taking unnecessary risks. The compensation committee believes that our compensation programs are structured to foster these goals.

 

We believe that our executive compensation programs are structured in a manner to support our company and to achieve our business objectives. For 2020,2021, our executive compensation approach was designed with the following goals:

 

Sound Program Design.We designed our compensation programs to fit with our company, our strategy and our culture. There are many facets and considerations that enter into this equation, some of which are discussed below in “—Compensation Best Practices.” Consequently, we aim to deliver a sound compensation program, reflecting a comprehensive set of data points and supporting our success.

 

Pay-for-Performance.We designed our compensation programs so that a substantial majority of our executives’ compensation is tied to our performance. We used pre-defined performance goals for our annual cash-incentives to make pay-for-performance the key driver of the cash compensation paid to our named executive officers. The performance measures used for our 2021 annual incentive plan arewere Adjusted revenues, Adjusted EBITDA, Adjusted EPS, new sales contract value, and strategic risk management objectives. The financial performance measures we use are key components in the way we and our investors view our operating success and are highly transparent and objectively determinable. The committee includes the strategic risk management objective in our annual incentive plan because it is reflective of the priority our board places on our executives’ oversight and management of the risks facing our business.business, including those related to cybersecurity in particular. To complement the annual incentives, we used performance-based restricted stock awards in 2020.2021. These grants tie executives to our shareholder return and our operating performance over the long-term. Our performance-based long-term incentives are linked to our executive stock ownership guidelines, where together the grants and the guidelines strongly promote long-term stock ownership and provide direct alignment with our shareholders.

 

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37Black Knight, Inc.

Competitiveness.Total compensation is intended to be competitive in order to attract,

 

Black Knight, Inc.40

 

motivate and retain highly qualified and effective executives who can build shareholder value over the long-term. The level of pay our compensation committee sets for each named executive officer is influenced by the executive’s leadership abilities, scope of responsibilities, experience, effectiveness, and individual performance achievements, as well as a detailed assessment of the compensation paid by our peers.

 

Incentive Pay Balance.We believe the portion of total compensation contingent on performance should increase with an executive’s level of responsibility. Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial and strategic business results. Long-term incentive compensation opportunities should significantly outweigh short-term cash-based opportunities. Annual objectives should be compatible with sustainable long-term performance.

  

Investor Alignment and Risk Assumption.We place a strong emphasis on delivering long-term results for our investors and clients and discourage excessive risk taking by our executive officers.

 

Good Governance.Good compensation governance plays a prominent role in our approach to compensation. As discussed in the next section, our compensation committee, the Chairman of our compensation committee and our Chief Executive Officer review current trends in compensation governance and adopt policies that work for us.

 

We believe it is important to deliver strong results for our investors and clients, and we believe our practice of linking compensation with corporate performance will help us to accomplish that goal.

 

Compensation Best Practices

 

We take a proactive approach to compensation governance. Our compensation committee regularly reviews our compensation programs and makes adjustments that it believes are in the best interests of the company and our investors. As part of this process, our compensation committee reviews compensation trends and considers current best practices and makes changes in our compensation programs when the committee deems it appropriate, all with the goal of continually improving our approach to executive compensation.

41Black Knight, Inc.

Our compensation programs include the following notable best practices:

 

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Black Knight, Inc.38

Things We Do:Things We Don’t Do:
✓Set a high ratio of performance-based compensation to total compensation, and a low ratio of non-performance-based compensation, including fixed benefits, perquisites and salary, to total compensation.XProvide tax gross-ups or reimbursement of taxes on perquisites.
XPermit the repricing of stock options or any equivalent form of equity incentive.
✓Maintain aggressive stock ownership guidelines that are linked to a holding period requirement for executives and directors who have not met the guidelines.XHave multi-year guarantees for salary increases, non-performance-based bonuses or guaranteed equity compensation in our executive employment agreements.
 
✓Clawback any overpayments of incentive-based or equity-based compensation that were attributable to restated financial results.XEmployment agreements do not allow tax gross-ups for compensation paid due to a change of control and do not contain single trigger severance payment arrangements related to a change of control.
 
✓Our compensation committee sets maximum levels payable under our annual incentives, and our equity incentive plan has a limited award pool.XSupplemental executive retirement plans, executive pensions or excessive retirement benefits.  
 
✓

Our long-term equity incentive awards granted to our officers use a vesting schedule of at least three years, and awards granted under our omnibus incentive plan vest no sooner than one year after the grant date, except in the case of unanticipated, early vesting due to death, disability or a termination of employment in connection with a change in control, with a standard carveout for awards relating to no more than 5% of the plan’s share reserve.

 
✓

Require achievement of a performance-based vesting goal in each year of the vesting term of our annual restricted stock awards to our officers.

 
✓

Dividends and dividend equivalents would be paid only on equity awards that vest.

 ✓

Separate the positions of Chief Executive Officer and non-executive Chairman. 

 
✓

Limit perquisites.

 
✓

Our compensation committee uses an independent compensation consultant who reports solely to the compensation committee.

 
✓

The dilution rate from our equity-based incentive awards is well below industry average.

 
✓

Board compensation is below peer group average.

 

 

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Things We Don’t Do:
X

Provide tax gross-ups or reimbursement of taxes on perquisites. 

X

Permit the repricing of stock options or any equivalent form of equity incentive. 

X

Have multi-year guarantees for salary increases, non-performance-based bonuses or guaranteed equity compensation in our executive employment agreements. 

X

Employment agreements do not allow tax gross-ups for compensation paid due to a change of control and do not contain single trigger severance payment arrangements related to a change of control. 

X

Supplemental executive retirement plans, executive pensions or excessive retirement benefits. 



2020

2021 Shareholder Engagement and Response

 

We are also committed to hearing and responding to the views of our shareholders. In 2020,2021, our officers met with investors on numerous occasions, both in group and one-on-one settings. The investors with whom we met in 20202021 represented 1011 of our top 15 shareholders, who collectively owned more than 35% of our shares as of December 31, 2020.2021. At these meetings, our officers discussdiscussed a variety of topics, including our operational and stock performance, ESG, corporate governance and executive compensation matters. We report and discuss these meetings with our board or applicable board committees, as appropriate.

 

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Black Knight, Inc.

In March 2021, we reached out to 19 of our largest shareholders to update them on some of the actions we have taken to refresh and diversify our board of directors. During May and June 2020,2021, we reached out to our top 10two largest institutional investors who collectively owned approximately 56%21% of our outstanding shares requesting to speak with each to discuss executive compensation and governance matters. We spoke with threeabout the election of directors at our top 10 investors and received their views on various matters, including board diversity and refreshment, as well as our executive compensation programs.

Subsequently, in the first quarter of2021 annual meeting. In December 2021, we reached out to 10 of our 20 largest shareholderstop 15 investors and spoke with seven of them to update them on the steps we have takendiscuss our ESG initiatives and receive their feedback. Our discussions included Black Knight’s initiatives around ESG, particularly as it relates to address the feedback provided through our shareholder engagement process. The principal observations identified by our shareholders in our 2020 engagement processhuman capital management, diversity, equity and our positive steps to address those observations are summarized below:

inclusion, Black Knight’s development of a long-term ESG roadmap, framework-aligned ESG reporting and cyber security.

 

Observations Identified and Response:Discussion:

OBSERVATION:

Board refreshment and diversity.

RESPONSE:

Two highly qualified directors elected to our board in 2020, including one female.

In June 2020, Joseph M. Otting was elected to our board, and he was appointed Chairman of our audit committee in July 2020. Mr. Otting brings strong financial expertise, as well as significant industry and regulatory experience.

Subsequently, in October 2020, Catherine L. Burke was elected to our board and was appointed to the governance committee in February 2021. Ms. Burke diversifies the talent set on our board through her extensive leadership experience in marketing, communications strategy and execution.

Mr. Otting and Ms. Burke are both independent and neither has any prior relationship with our Chairman Bill Foley. For additional information about Mr. Otting and Ms. Burke, please see “Certain Information about our Directors.”

OBSERVATION:

Single-trigger vesting of executive restricted stock awards upon a change in control.

RESPONSE:

2020 performance-based restricted stock awards include double-trigger vesting provisions upon a change in control.

Beginning with our 2020 performance-based restricted stock awards, our compensation committee approved changes to our executives’ award agreements to require that their awards will vest in connection with a change in control only if their employment with the Company is terminated in the six months preceding, or at any time following the change in control that is prior to the vesting of the award.

OBSERVATION:

Performance period for restricted stock awards is only one year.

RESPONSE:

2020 performance-based restricted stock awards include three performance periods: Fiscal years 2020, 2021 and 2022.

Our 2020 performance-based restricted stock awards vest ratably on each of the first three anniversaries of the date of grant, subject to the achievement of applicable performance-based restrictions. For our 2020 awards:

•       The first 1/3 of the award will vest only if the Company achieves Adjusted EBITDA of at least $583.4 million in 2020

•      The second 1/3 of the award will vest only if the Company achieves Adjusted EBITDA in 2021 at least equal to the Adjusted EBITDA achieved in 2020

•       The third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2022 at least equal to the Adjusted EBITDA achieved in 2021

If we do not achieve the performance metric in any year, the portion of the award that was subject to achievement of that metric will be forfeited. In other words, there is no “catch-up” to allow a portion of an award to vest in a subsequent year if we fail to achieve the performance metric applicable to that year. 

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40

 

Overview of Our Compensation Programs

 

Principal Components of Compensation

 

We link a significant portion of each named executive officer’s total annual compensation to performance goals that are intended to deliver measurable results. Executives are generally rewarded only when and if the pre-established performance goals are met or exceeded. We also believe that material ownership stakes for executives assist in aligning executives’ interests with those of shareholders and strongly motivate executives to build long-term value. We structure our compensation programs to assist in creating this link.

 

43Black Knight, Inc.

The chart on the following pagechart illustrates the principal elements of our named executive officer compensation program in 2020:

2021:

 

Fixed
Compensation		Short-Term
Incentives		Long-Term
Incentives		Benefits
 
Base SalaryAnnual Cash
Incentive		Performance-based
Restricted Stock		Optimal Blue
Profits Interests		BenefitsEmployee stock purchase plan; 401(k) plan and deferred compensation plan; and limited perquisites.
Fixed cash component with annual merit increase opportunity based on responsibilities, individual performance results and other considerations.Annual cash award for profitability, growth, operating strength and risk oversight during the year.Annual restricted stock grants with service and performance-based vesting conditions tied to operating strength and efficiency. Our restricted stock awards also contain holding requirements tied to our stock ownership guidelines to promote significant long-term stock ownership.
Profits interest awards in Optimal Blue, which provide participants with the opportunity

Link to share in the future growth of Optimal Blue only if the value of the business increases. The profits interests create a direct incentive for our executives to generate operating results that drive long-term appreciation in the value of Optimal Blue. The profits interest awards also support our retention goals, as 100% of the awards vest after three years.

Employee stock purchase plan; 401(k) plan and deferred compensation plan; and limited perquisites.
Link to
Performance		Link to
Performance		Link to
Performance		Link to
Performance

Individual performanceAdjusted revenues, Adjusted EBITDA, Adjusted EPS, new sales contract value and strategic risk management objectivesAdjusted EBITDA and shareholder returnsIncrease in equity value of Optimal Bluereturn

 

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Black Knight, Inc.

The principal components of our executive compensation program for 20202021 were base salaries, annual cash incentives, and long-term performance-based equity incentive awards. In 2020,2021, our compensation committee placed heavy emphasis on the at-risk, performance-based components of performance-based cash incentives and performance-based equity incentive awards. The compensation committee determined the appropriate value of each component of compensation after considering each executive’s level of responsibility, the individual skills, experience and potential contribution of each executive, and the ability of each executive to impact company-wide performance and create long-term value. As shown in the table on the following page, on average approximately 88%85% of total compensation of our named executive officers (excluding Ms. Leonard who voluntarily terminated her employment with the Company prior to December 31, 2021) was based on performance-based incentives and benefits comprised less than 3%4% of total compensation.

 

 

Black Knight, Inc.44

The compensation committee believes a significant portion of an executive officer’s compensation should be allocated to compensation that effectively aligns the interests of our executives with the long-term interests of our investors. In particular, with respect to Mr. Jabbour, our compensation committee considered the critical role he plays in our organization especially with respect to achieving ourin shaping and executing on the Company’s strategic goals and long-term growth and success, andvision. For the paramount importance of retaining their services and continued focus and dedication. The structure and terms of the compensation provided tolast several years, Mr. Jabbour is also reflective of the role he plays within our organization, with the substantial majority being performance-based contingent upon achievement of specified performance objectives.

In light of the strategic significance of our acquisition of Optimal Blue, the largest acquisition in our history, the compensation committee determined it was important that the interests of our executives with the most ability to impacthas led the execution of our strategystrategic vision, including organically growing our software, data and analytics businesses with urgency through selling our products to new clients, cross-selling additional services to existing clients, and innovating through the development of new solutions and refining our current offerings to provide better insight to our clients, and selectively pursuing strategic acquisitions, while maintaining an efficient cost structure to create the most value for Optimal Blue be tied directlyour shareholders. The committee also considered the below-market positioning of Mr. Jabbour’s base salary and determined to the success of Optimal Blue. In orderset his annual incentive at a higher level to link our executives’ interests to Optimal Blue’s long-termdrive performance and growth, theposition his overall pay, including his long-term equity incentive, at an appropriate level. The committee granted equity incentives knownalso recognized that Mr. Jabbour also serves as profits interests in Optimal Blue to Messrs. Jabbour, Nackashi and Larsen. The profits interests are equity-based incentives that reward participating executives only if the valueChief Executive Officer of Optimal Blue increases above its value on the date the award was granted. The profits interests have no value to the participant if the value of Optimal Blue does not increase.

As discussed above, we partnered with Cannae and Thomas H. Lee Partners, L.P., or THL, in the acquisition of Optimal Blue, and Cannae and funds affiliated with THL each own 20% of Optimal Blue. The linkage of Messrs. Jabbour, Nackashi and Larsen and other key Optimal Blue leaders compensation directly to the growth of Optimal Blue and the successful execution of its long-term strategy was an important consideration in Cannae’s and THL’s decision to partner with us in the Optimal Blue acquisition.Dun & Bradstreet.

 

Allocation of Total Compensation for 20202021

The following tables show the allocation of 20202021 total compensation paid to our named executive officers as reported in the Summary Compensation Table below. The compensation committee believed this allocation to be appropriate after consideration of the factors described above. We have excluded Ms. Leonard as she was not employed by Black Knight as of December 31, 2021, and therefore was not eligible to receive an annual incentive and forfeited her 2021 performance-based restricted stock award.

 

 

Name

 

 

Salary

 

Performance-

Based Equity

Incentives

Annual

Cash

Incentive

Benefits

& Other

Compensation

Total

Compensation

Performance-

Based

Compensation1

 
        
Anthony M. Jabbour5.2%64.9%28.1%1.8%100%93.0% 
        
Joseph M. Nackashi10.2%59.7%28.4%1.7%100%88.1% 
        
Kirk T. Larsen10.2%67.8%18.8%3.2%100%86.6% 
        
Michael L. Gravelle13.4%60.9%24.7%1.0%100%85.6% 
        
Michele M. Meyers27.6%43.9%25.8%2.7%100%69.7% 
        

1.Calculated from Total Compensation, less the amounts included in “Salary” and “Benefits and Other Compensation”

 

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Black Knight, Inc.

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NameSalaryPerformance-
Based Equity
Incentives		Annual
Cash
Incentive		Benefits
& Other
Compensation		Total
Compensation		Performance-
Based
Compensation1
Anthony M. Jabbour3.7%81.8%14.1%0.4%100%95.9%
Joseph M. Nackashi7.4%76.5%15.4%0.7%100%91.9%
Kirk T. Larsen7.6%81.2%10.6%0.6%100%91.8%
Shelley S. Leonard21.6%46.3%30.1%2.0%100%76.4%
Michael L. Gravelle14.2%64.9%19.8%1.1%100%84.7%

1.Calculated from Total Compensation, less the amounts included in “Salary” and “Benefits and Other Compensation”

 

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Analysis of Compensation Components

 

Note that the financial measures used as performance targets for our named executive officers described in this discussion are non-GAAP measures and differ from the comparable GAAP measures reported in our financial statements. We explain how we use these non-GAAP measures in our discussions about incentives below.

 

Base Salary

 

Base salaries reflect the fixed component of the compensation for an executive officer’s ongoing contribution to the operating performance of his or her area of responsibility. We provide our named executive officers with base salaries that are intended to provide them with a level of assured, regularly paid cash compensation that is competitive and reasonable. We did not increase anyIn 2021, the compensation committee increased Ms. Meyers' base salary from $260,000 to $270,000 in recognition of our named executive officers’ base salaries in 2020.her continued growth and responsibilities.

 

Our compensation committee reviews salary levels annually as part of our performance review process, as well as in the event of promotions or other changes in our named executive officers’ positions or responsibilities. When establishing base salary levels, our compensation committee considered the peer compensation data provided by our independent compensation consultant, as well as a number of qualitative factors, including the named executive officer’s experience, knowledge, skills, level of responsibility and performance.

 

 

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Black Knight, Inc.

46

 

 

Annual Performance-Based Cash Incentive

 

In 2020,2021, we awarded annual cash incentive opportunities to each named executive officer. We use the annual incentives to provide a form of at risk, performance-based pay that is focused on achievement of critical, objectively measurable, financial objectives. These financial objectives are tied to our annual budget and our strategic planning process, which provide the basis for communicating our performance expectations to the investment community. It is reviewed in detail and approved by our board. Consistent with prior years, the 20202021 annual cash incentives were conditioned upon the achievement of pre-defined objectives for fiscal year 2020,2021, which were determined by our compensation committee. In 2020,2021, 90% of our named executive officers’ annual incentives were tied to four objective financial metrics, with the remaining 10% tied to strategic risk management objectives. The performance measures were formulaic, established by the compensation committee in writing in February 2020,2021, and, as applicable, payment amounts were derived from our audited and reported financial results. In setting the performance measures, the committee generally seeks to set targets that are higher than the prior year results. However, due to the significant overacheivementoverachievement of new sales contractscontract value in 2019,2020 related to new or expanded relationships with certain large clients, which are often the result of multi-year initiatives that are not easily replicable from year to year, the committee set the 20202021 target slightly lower than the 20192020 new sales contract value result.

 

Our annual cash incentives play an important role in our approach to total compensation. They motivate participants to work hard and proficiently toward improving our operating performance and achieving our business plan for a fiscal year. We believe that achieving our financial and risk objectives is a result of executing our business strategy, which is to drive growth by winning new clients, cross-selling to existing clients, innovating with urgency and executing strategic acquisitions to further enhance our offerings, while successfully managing the financial and strategic risks of our business. The execution of our business strategy is important to delivering long-term value for our shareholders.stakeholders. In addition, the annual cash incentive program helps to attract and retain a highly qualified workforce and to maintain a market competitive compensation program.

 

In the first quarter of 2020,2021, our compensation committee approved the 20202021 performance objectives and a target incentive opportunity for our named executive officers as well as the potential incentive opportunity range for threshold and maximum performance. No annual incentive payments were payable to an executive officer if the pre-established, threshold performance levels were not met, and payments were capped at the maximum performance payout level. The compensation committee had the authority to reduce (but not increase) an executive’s annual incentive award, and the annual incentive awards are subject to recoupment under our clawback policy.

 

The amount of our named executive officers’ 20202021 target annual cash incentive opportunities were the same as their 20192020 incentive opportunities. In setting Mr. Jabbour’s target and maximum annual cash incentive opportunities for 2020,2021, the compensation committee considered theMr. Jabbour’s critical role he plays in shaping and executing on the Company’s strategic vision.vision and the impact his leadership has on the Company’s ability to achieve its strategic goals. As a result, the committee set Mr. Jabbour’s target incentive and maximum incentive opportunities at levels that would incentivize Mr. Jabbour is the driving force behind our executionto remain laser-focused on achievement of our strategic vision, including organically growing our software, data and analytics businesses with urgency through selling our products to new clients, cross-selling additional services to existing clients, and innovating through the development of new solutions and refining our current offerings to provide better insight to our clients, and selectively pursuing strategic acquisitions, while maintaining an efficient cost structure to create the most value for our shareholders.those goals.

 

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Black Knight, Inc.

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The amount of the annual incentives actually paid depends on the level of achievement of the pre-established goals as follows:

 

If threshold performance is not achieved, no incentive will be paid.

 

If threshold performance is achieved, the incentive payout will equal 50% of the executive officer’s target incentive opportunity.

 

If target performance is achieved, the incentive payout will equal 100% of the executive officer’s target incentive opportunity.

 

If maximum performance is achieved, the incentive payout will equal 200% of the executive officer’s target incentive opportunity, except for Mr. Jabbour whose 20202021 maximum incentive opportunity was equal to 300% of his target incentive opportunity.

 

Between these levels, the payout is prorated.

 

Threshold performance levels were established to challenge our executive officers. Maximum performance levels were established to limit annual incentive awards so as to avoid excessive compensation while encouraging executives to reach for performance beyond the target levels. An important tenet of our pay for performance philosophy is to utilize our compensation programs to motivate our executives to achieve performance levels that reach beyond what is expected of us as a company.

 

Target performance levels are intended to be difficult to achieve, but not unrealistic. The performance targets were based on discussions between management and our compensation committee. In setting 20202021 performance metrics, our compensation committee considered our 20202021 financial plan and sales pipeline, management’s continued focus on managing risk, and prior year performance.

 

The 20202021 financial performance metrics and weightings were consistent with the 20192020 financial performance metrics and weightings: Adjusted revenues (20%), Adjusted EBITDA (20%), Adjusted EPS (20%) and new sales contract value (30%). These performance metrics are among the most important measures in evaluating the financial performance of our business, and they can have a significant effect on long-term value creation and the investment community’s expectations. In the following table, we explain how we calculate or assess the financial performance measures and why we use them.

 

 

Black Knight, Inc.48

Performance

Measure

WeightHow CalculatedReason for Use
Adjusted
revenues		20%We define Adjusted revenues as Revenues adjusted to include the revenues that we did not record during the respective period due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. We also exclude the effect of in-year acquisitions and divestitures.divestitures and the market and/or legislative effect on origination and foreclosure volumes.Adjusted revenues is an important measure of our performance as it reflects the execution of our growth strategy. Adjusted revenues is widely followed by the investment community.

Chart Continued ►

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45

Black Knight, Inc.

Performance
Measure		WeightHow CalculatedReason for Use
Adjusted
EBITDA		20%We define Adjusted EBITDA as Net earnings attributable to Black Knight, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to (i) Depreciation and amortization; (ii) Impairment charges; (iii) Interest expense, net; (iv) Income tax expense; (v) Other (income) expense, net; (vi) Equity in (earnings) losses of unconsolidated affiliates, net of tax; (vii) (Gains) losses on sale of investments in unconsolidated affiliate, net of tax; (viii) Net earnings (losses) attributable to redeemable noncontrolling interests; (ix) deferred revenue purchase accounting adjustment; (x) equity-based compensation, including certain related payroll taxes; (xi) costs associated with debt and/or equity offerings; (xii) acquisition-related costs, including costs pursuant to purchase agreements; and (xiii) costs associated with expense reduction initiatives. We also exclude the effect of in-year acquisitions and divestitures.divestitures and the market and/or legislative effect on origination and foreclosure volumes.Adjusted EBITDA is an important measure of our performance as it reflects growth and operational efficiency. Adjusted EBITDA is a common basis for enterprise valuation and widely followed by the investment community.
Adjusted EPS20%We define Adjusted EPS as Adjusted net earnings divided by the diluted weighted average shares of common stock outstanding. Adjusted net earnings is defined as Net earnings attributable to Black Knight, with adjustments to reflect the addition or elimination of certain statement of earnings items including, but not limited to: (i) equity in (earnings) losses of unconsolidated affiliates, net of tax; (ii) (gains) losses on sale of investments in unconsolidated affiliate, net of tax; (iii) the net incremental depreciation and amortization adjustments associated with the application of purchase accounting, primarily related to the Fidelity National Financial, Inc. acquisition of a predecessor of Black Knight in January 2014;accounting; (iv) deferred revenue purchase accounting adjustment; (v) equity-based compensation, including certain related payroll taxes; (vi) costs associated with debt and/ or equity offerings; (vii) acquisition-related costs, including costs pursuant to purchase agreements; (viii) costs associated with expense reduction initiatives; (ix) costs and settlement (gains) losses associated with significant legal matters; (x) adjustment for income tax expense primarily related to the tax effect of non-GAAP adjustments; and (xi) adjustment for redeemable non-controlling interests primarily related to the effect of the non-GAAP adjustments. We also exclude the effect of in-year acquisitions and divestitures.divestitures and the market and/or legislative effect on origination and foreclosure volumes.Adjusted EPS is an important measure of our performance as it reflects growth and profitability as well as the effectiveness of our capital allocation. Adjusted EPS is a common basis for equity valuation and widely followed by the investment community.
Chart Continued ►

49Black Knight, Inc.

Performance

Measure

WeightHow CalculatedReason for Use
New Sales
Contract

Value

30%We define new sales total contract value as (1) the aggregation of all monthly charges, excluding non-recurringnon- recurring professional services, expected to be received over the life of new contracts with an initial term of 18 months or greater, and (2) the incremental monthly charges as a result of the renewal of existing contracts with clients, in each case when the contract was entered into during the respective year.New sales contract value is an important measure of our performance as it is a driver of future revenue growth. It rewards management for success at selling new products and services to our clients and gaining new clients. We believe this performance measure is a tangible indication of how well our executives’ immediate efforts will grow Adjusted revenues, Adjusted EBITDA and Adjusted EPS in future years.

 

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Black Knight, Inc.

46

Adjusted revenues, Adjusted EBITDA, and Adjusted EPS are non-GAAP financial measures that we believe are useful to investors in evaluating our overall financial performance. We believe these measures provide useful information about operating results and profitability, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making.

 

Final calculations of our achievement of the performance measures are subject to adjustment forcertain adjustments as described above, including the effect of in-year acquisitions and divestitures major restructuring charges, and non-budgeted discontinued operations. the market and/or legislative effect on origination and foreclosure volumes.

These adjustments encourage our executives to focus on achieving strong financial performance and efficient operation of our continuing businesses during the year to achieve the performance measures. The adjustments also ensure that the achievement of the performance measures, as determined by the compensation committee at the end of the performance period, correlate with the budget and thereby serve as barometers of management’s performance in growing our business obtaining new clients, and operating the business effectively and efficiently.efficiently irrespective of impacts, positive or negative, of legislative or market influences. The adjustments also encourage our executives to focus on the long-term benefit of acquisitions or divestitures regardless of whether they may have a positive or negative impact on our Adjusted revenues, Adjusted EBITDA or Adjusted EPS in the current year.

 

Despite the negative effect that COVID-19 had on the financial performance of most companies in 2020, including Black Knight, the compensation committee did not make any adjustments to performance measures that would have resulted in higher incentive-based compensation for the name executive officers.

Since 2018, our named executive officer’s annual incentives have also included a qualitative risk-based performance criteria, reflecting the importance our board places on management’s actions to manage and mitigate risk across Black Knight. To emphasize the significance of information technologycybersecurity risk and other risks to our organization and to focus our executives on effectively managing these risks, the committee determined to once again tie 10% of our executives’ annual incentive awards to the achievement of the Company’s risk objectives for 2020.2021. The maximum payout for achievement of the risk objectives is 100%, although the compensation committee may determine that the objective has been achieved at a level below 100%.

 

Black Knight, Inc.50

Set forth below are the relative percentage weights of the 20202021 performance metrics, the threshold, target and maximum performance levels for each performance metric and 20202021 performance results. Our compensation committee set the target levels for Adjusted revenues, Adjusted EBITDA and Adjusted EPS targets for the 20202021 incentives based on our 20202021 financial plan, reflecting the committee’s commitment to using rigorous goals that incentivize and reward continued growth in these important measures. For information on the ranges of possible annual incentive payments, see “—Grants of Plan Based Awards” under the column “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards.” Dollar amounts are in millions.

 

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Black Knight, Inc.

Performance MetricWeightThresholdTargetMaximumPerformance
Result1		Payout
Factor2		WeightThresholdTargetMaximumPerformance
Result1		Payout
Factor2		 
Adjusted Revenues20%$1,178.0$1,202.0$1,214.0$1,189.173%20%$1,379.8$1,408.0$1,422.1$1,446.2200% 
Adjusted EBITDA20%$581.3$598.0$606.4$588.672%20%$677.6$700.0$711.2$708.5176% 
Adjusted EPS20%$1.93$2.02$2.06$2.10200%20%$2.05$2.17$2.23$2.31200% 
New Sales Contract Value30%$275.0$325.0$375.0$430.9200%30%$330.0$380.0$430.0$523.9200% 
Strategic Risk Management Objectives310%–Achieved100%10%–Achieved100% 

 

1.As noted above, excludes theExcludes $29.0 million of Adjusted revenues, $15.7 million of Adjusted EBITDA and $0.07 of Adjusted EPS related to legislative and market effect on origination and default volumes and three businesses acquired in 2020. The performance result does not include adjustments for negative effects of COVID-19 on the company’s results that would have resulted in higher Payout Factors.acquisitions.

 

2.Payout factor reflects maximum target of 200%. For Mr. Jabbour, whose maximum payout is 300%, payout factor is 73%300%, 72%252%, 300%, 300% and 100% for the performance metrics listed above.

 

3.The compensation committee determined that the Company had achieved its risk management objectives based upon a report provided by our risk committee on the management of the Company’s overall risk profile and various risk-related achievements in 2020.2021.

 

The table below shows each named executive officer’s 20202021 target incentive opportunity, and the annual incentive amounts actually paid with respect to 20202021 performance.

 

Name

2020

Base Salary

2020 Annual

Incentive
Target

2020 Incentive
Pay Target		Actual
Performance
Multiplier		2020 Total
Incentive
Earned		 2021
Base Salary   		2021
Annual
Incentive
Target 		 2021 Incentive
Pay Target   		Actual
Performance
Multiplier  		2021 Total
Incentive
Earned  		 
Anthony M. Jabbour$600,000200%$1,200,000189%$2,268,000$600,000200%$1,200,000270%$3,244,286 
Joseph M. Nackashi$600,000150%$900,000139%$1,251,000$600,000150%$900,000185%$1,666,607 
Kirk T. Larsen$450,000100%$450,000139%$625,000$450,000100%$450,000185%$833,304 
Shelley S. Leonard$350,000100%$350,000139%$486,000
Michael L. Gravelle$148,000100%$148,000139%$206,000$148,000100%$148,000185%$274,064 
Shelley S. Leonard1$350,000100%$350,000-- 
Michele M. Meyers$270,00050%$135,000185%$249,992 

 

1.Ms. Leonard resigned from the Company effective as of December 7, 2021. Accordingly, she did not receive any payments under the annual incentive plan with respect to 2021.

 

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Black Knight, Inc.

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Long-term Equity Incentives

Performance-based Restricted Stock

We typically approve our long-term equity incentive awards during the first quarter as the compensation committee sets our compensation strategy for the year. In February 2020,March 2021, we used the Black Knight, Inc. Amended and Restated 2015 Omnibus Incentive Plan (the Omnibus Incentive Plan)Plan) to grant long-term incentive awards to our executive officers in the form of performance-based restricted stock. The performance-based restricted stock awards granted in 20202021 vest over three years based on continued employment with us. However, in response to feedback received from our shareholders in 2019, in 2020 our compensation committee determined to include three annual performance periods for the 20202021 performance-based restricted stock awards. The first 1/3 of the award will vest only if the Company achieves Adjusted EBITDA of at least $583.4$609.9 million in 2020;2021; the second 1/3 of the award will vest only if the Company achieves Adjusted EBITDA in 2021 at least equal to the Adjusted EBITDA achieved in 2020; and the third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2022 at least equal to the Adjusted EBITDA achieved in 2021.2021; and the third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2023 at least equal to the Adjusted EBITDA achieved in 2022. If we do not achieve the performance metric in any year, the portion of the award that was subject to achievement of that metric will be forfeited. In other words, there is no “catch-up” to allow a portion of an award to vest in a subsequent year if we fail to achieve the performance metric applicable to that year. We achieved Adjusted EBITDA of $588.6$708.5 million for the fiscal year 20202021 performance period, including adjustments to exclude the positive effect of unbudgeted origination, foreclosure and bankruptcy volumes and three businesses acquired during 2020.2021.

 

In setting the performance target for our long-term incentive awards, our compensation committee seeks to set a goal for our executives that requires them to achieve results that are better than the prior year. However, due to the importance of these awards in the retention of our executives and the design of our long-term incentives so that the entire award is forfeited if the performance target is not achieved, the committee does not set the performance target at a level that it considers to be a stretch for our executives. The committee’s approach in this respect is different than its approach in setting the goals for our annual cash-based incentive, where the committee sets the minimum, target and maximum performance targets at levels that are intended to drive superior performance by our executives.

 

The awards were designed with a primary objective of creating a long-term retention incentive, the value of which is tied to our stock price performance, and a secondary objective of requiring that management achieve Adjusted EBITDA results during each year of the award that are equal to or better than the prior year performance.

 

We selected Adjusted EBITDA because it is one of the most important measures in evaluating the combination of growth and operational efficiency. It also reflects our ability to convert revenue into operating profits for shareholders and our progress toward achieving our long-term strategy. It is a key measure used by investors and has a significant effect on our long-term stock price.

For our performance-based restricted stock, Adjusted EBITDA is calculated as noted above under “Annual Performance-based Cash Incentive.Incentive,” Final calculationsincluding adjustments for the effect of our achievement ofin-year acquisitions and divestitures and the performance measures are subject to adjustment for acquisitions, divestitures,

market and/or legislative effect on origination and foreclosure volumes.

 

 

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major restructuring charges, and non-budgeted discontinued operations. We make these adjustments for the same reasons described above under “Annual Performance-based Cash Incentive.” We did not make any adjustments to the final calculations related to the impact of the COVID-19 pandemic on our financial results.

 

To the extent we were to pay dividends on our shares, credit for such dividends would be provided on unvested shares, but payment of those dividends would be subject to the same vesting requirements as the underlying shares—shares — in other words, if the underlying shares do not vest, the dividends are forfeited. We have not paid any cash dividends to date and have no current plans to pay any cash dividends for the foreseeable future.

 

We Promote Long-term Stock Ownership for Our Executives

We have formal stock ownership guidelines for all corporate officers, including our named executive officers and members of our board of directors. The guidelines were established to encourage such individuals to hold a multiple of their base salary (or annual retainer) in our common stock and thereby align a significant portion of their own economic interests with those of our shareholders. Further, the award agreements for our 2021 restricted stock awards provide that our executives who do not hold shares of our stock with a value sufficient to satisfy the applicable stock ownership guidelines must retain 50% of the shares acquired as a result of the lapse of vesting restrictions (excluding shares withheld in satisfaction of tax withholding obligations) until the executive satisfies the applicable stock ownership guideline. The ownership levels are shown in the “Security Ownership of Management and Directors” table above. The guidelines call for the executive or director to reach the ownership multiple within four years. Shares of restricted stock count toward meeting the guidelines.

The guidelines, including those applicable to non-employee directors, are as follows:

PositionMinimum Aggregate Value
Chairman and Chief Executive Officer7 × annual cash retainer/base salary
Other Executive Officers2 × base salary
Members of the Board5 × annual cash retainer

Our named executive officers and our board of directors maintain significant long-term investments in our company. As of December 31, 2021, each of our named executive officers and non-employee directors holdings of our stock significantly exceeded these stock ownership guidelines as of December 31, 2021, other than Ms. Shanik who joined our board in December 2019 and Ms. Burke who joined our board in October 2020. Collectively, as reported in the table “Security Ownership of Management and Directors,” our named executive officers and directors beneficially own an aggregate of 1.8 million shares of our common stock as of April 18, 2022, which represents 1.1% of our outstanding common stock with a value of approximately $116 million based on the closing price of our common stock of $66.48 on that date. The fact that our executives and directors hold such a large investment in our shares is part of our culture and our compensation philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders, and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return.

53Black Knight, Inc.

Benefit Plans

We provide retirement and other benefits to our U.S. employees under a number of compensation and benefit plans. Our named executive officers generally participate in the same compensation and benefit plans as our other executives and employees. In addition, our named executive officers are eligible to participate in broad-based health and welfare plans. We do not offer pensions or supplemental executive retirement plans for our named executive officers.

401(k) Plan. Our domestic employees, including our named executive officers, have the opportunity to participate in the Black Knight 401(k) Profit Sharing Plan, or 401(k) Plan, our defined contribution savings plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Our 401(k) Plan contains a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Participating employees can contribute up to 75% of their eligible compensation, but not more than statutory limits, generally $19,500 in 2021.

A participant could receive the value of his or her vested account balance upon termination of employment. A participant is always 100% vested in his or her voluntary contributions. Vesting in matching contributions, if any, occurs proportionally each year over the first three years based on continued employment.

Employee Stock Purchase Plan. We maintain an employee stock purchase plan, or ESPP, through which our executives and employees can purchase shares of our common stock through payroll deductions and through matching employer contributions. Participants in the ESPP may deduct up to 15% of their after-tax base pay. At the end of each calendar quarter, we make a matching contribution to the account of each participant who has been continuously employed by us or a participating subsidiary for the last four calendar quarters if the participant has held the shares purchased in the quarter to which the matching contribution relates for at least one year. For those employees with 10 or more years of service or who are at the employee “Director” level or above, including our named executive officers, matching contributions are equal to 1/2 of the amount contributed during the quarter that is one year earlier than the quarter in which the matching contribution was made. The matching contributions, together with the employee deferrals, are used to purchase shares of our common stock on the open market.

For information regarding the matching contributions made to our named executive officers in 2021 see “—Summary Compensation Table” under the column “All Other Compensation” and the related footnote.

Health and Welfare Benefits. We sponsor various broad-based health and welfare benefit plans for our employees. We provide all our employees, including our named executive officers, with basic life insurance and the option for additional life insurance. The taxable portion of the premiums on this additional life insurance for our named executive officers is reflected under “—Summary Compensation Table” under the column “All Other Compensation” and related footnote.

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Other Benefits. We provide few perquisites to our executives. In general, the perquisites provided are intended to help our executives be more productive and efficient and to protect us and the executive from certain business risks and potential threats. For example, our audit committee has adopted a policy that requires our Chairman of the Board and our Chief Executive Officer to travel on the corporate aircraft whenever possible for safety reasons. The compensation committee regularly reviews the perquisites provided to our executive officers. Further detail regarding executive perquisites in 2021 can be found in the “— Summary Compensation Table” under the column “All Other Compensation” and the related footnote.

Employment and Other Agreements and Post-Termination Compensation and Benefits

We are party to employment agreements with our named executive officers. These agreements provide us and the named executive officers with certain rights and obligations following a termination of employment or other non-employee services, as applicable. We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the named executive officers in the event of certain termination events. For a discussion of the material terms of these agreements, see the narrative following “—Grants of Plan Based Awards” and “—Potential Payments Upon Termination or Change in Control.”

Role of Compensation Committee, Compensation Consultant and Executive Officers

Our compensation committee is responsible for reviewing, approving and monitoring all compensation programs for our named executive officers. Our compensation committee is also responsible for administering our annual cash incentives, our Omnibus Incentive Plan, the Optimal Blue 2020 Incentive Plan and approving individual grants and awards under those plans for our named executive officers.

In connection with our 2021 executive compensation programs, Mercer, as independent compensation consultant to our compensation committee, conducted an annual review of our compensation programs for our named executive officers and other key executives and our board of directors. Mercer was selected, and its fees and terms of engagement were approved, by our compensation committee in 2020. Mercer reports directly to the compensation committee and receives compensation only for services related to executive compensation issues. During 2021, the Company also engaged Mercer’s Health & Benefits business to provide consulting support in conjunction with Mercer’s role as broker of record for selected employee benefits and paid Mercer $462,233 in connection with such services. In April 2021, the compensation committee reviewed the independence of Mercer in accordance with the rules of the New York Stock Exchange regarding the independence of consultants to the compensation committee and affirmed the consultant’s independence and that no conflicts of interest existed.

William P. Foley, II, who served as our non-executive Chairman of the Board until June 11, 2021, participated in the 2021 executive compensation process by making recommendations with respect to equity-based incentive compensation awards and Mr. Jabbour’s compensation 

55Black Knight, Inc.

generally. In February 2021, our Chief Executive Officer, Mr. Jabbour, made recommendations with respect to his direct reports. In addition, Colleen Haley, our Senior Vice President and Corporate Secretary, coordinated with our compensation committee members and Mercer in preparing the committee’s meeting agendas and, at the direction of the committee, assisted Mercer in gathering our financial information and information on our executives’ existing compensation arrangements for inclusion in their reports to our compensation committee. Our executive officers do not make recommendations to our compensation committee with respect to their own compensation.

While our compensation committee carefully considers the information provided by, and the recommendations of, its independent compensation consultant and the individuals who participate in the compensation process, our compensation committee retains complete discretion to accept, reject or modify any compensation recommendations.

Establishing Executive Compensation Levels

We operate in a highly competitive industry and compete with our peers and competitors to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills necessary for building long-term value, motivate our executives to perform at a high level and reward outstanding achievement, our executives’ compensation levels are set at levels that our compensation committee believes to be appropriate and competitive based upon the considerations and factors described in this section.

When determining the amount of the various compensation components that each of our named executive officers would receive, our compensation committee considered a number of important qualitative and quantitative factors including:

A strong focus on acquiring and retaining our clients and increasing shareholder value;

The named executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our Company’s performance;

Business environment and our business objectives and strategy;

The named executive officer’s ability to impact the Company’s achievement of the goals for which the compensation program was designed, including achieving the Company’s long-term financial goals and increasing shareholder value;

Market compensation data provided by the compensation committee’s compensation consultant, with a focus on the 25th, 50th to 75th percentiles; and

Other corporate governance and regulatory factors related to executive compensation, including discouraging our named executive officers from taking unnecessary risks.

Our compensation decisions are not formulaic, and the members of our compensation committee did not assign precise weights to the factors listed above. Our compensation committee utilized their individual and collective business judgment to review, assess and approve compensation for our named executive officers.

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To assist our compensation committee, Mercer conducts marketplace reviews of the compensation we pay to our executive officers. It gathers marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, overhang and dilution from our Omnibus Incentive Plan, compensation levels as a percent of revenue, pay mix and other key statistics. This data is collected and analyzed twice during the year, once in the first quarter and again in the fourth quarter. The marketplace compensation data provides a point of reference for our compensation committee, but our compensation committee ultimately makes subjective compensation decisions based on all the factors described above.

For 2021, Mercer used two marketplace data sources: (1) survey data for general industry companies with revenues between $600 million and $2.4 billion and (2) compensation information for a group of companies, or the peer group. The primary factors used to select the peer group were revenue (with peer group companies’ revenue ranging from approximately 0.5 to 2 times our projected 2021 revenue, which at the time was estimated to be approximately $1.2 billion), market capitalization, EBITDA, industry focus, nature and complexity of operations, and competition for business and executive talent.

In addition to the compensation surveys, Mercer gathers compensation practices data from independent sources. That data is helpful to the compensation committee when reviewing our executive compensation practices.

The compensation committee reviewed and determined the Company’s peer group in October 2020 for purposes of 2021 compensation research. Companies may be removed from the peer group for reasons such as mergers and acquisitions, “going private” transactions, a material change in the business focus of a peer, or other reasons that materially change the business or results of a peer. Companies may be added to the peer group for reasons such as revenue growth (organic or due to merger or acquisition), an initial public offering, a change in business focus, or based upon our review of competitor peer groups. Five companies were removed from the 2021 peer group (including Total System Services, SS&C Technologies Holdings, Inc., Equifax Inc., Euronet Worldwide, Inc. and Verint Systems Inc.) and three companies were added to the 2021 peer group (RealPage, Inc., Ceridian HCM Holding, Inc., and The Trade Desk, Inc.) for those reasons. The 2021 peer group consisted of the following 14 companies:

Verisk Analytics, Inc.ANSYS, Inc.
TransunionCoStar Group, Inc.
FleetCor Technologies, Inc.Fair Isaac Corporation
CoreLogic, Inc.PTC Inc.
Jack Henry & Associates, Inc.RealPage, Inc.
WEX Inc.Ceridian HCM Holding, Inc.
MSCI Inc.The Trade Desk, Inc.

57Black Knight, Inc.

The revenue range of these companies at that time was between approximately $732 million and $2.75 billion, with median revenue of $1.6 billion. This compares to our 2021 revenue estimate at that time of $1.4 billion.

In setting 2021 target compensation levels for our named executive officers, the compensation committee primarily focused on the 50th percentile of the market. In considering our compensation mix, the committee determined to set a high level of variable pay to provide our executives with the opportunity to achieve pay levels at the 75th percentile (or higher) for superior financial performance.

The marketplace compensation information in this discussion is not deemed filed or a part of this compensation discussion and analysis for certification purposes.

Hedging and Pledging Policy

In order to more closely align the interests of our directors and executive officers with those of our shareholders and to protect against inappropriate risk taking, we maintain a hedging and pledging policy, which prohibits our executive officers and directors from taking any of the following actions without obtaining approval from our board of directors: engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding Black Knight securities in margin accounts or pledging them as collateral for loans.

Clawback Policy

We have a policy to clawback and recover incentive-based compensation paid to our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. Under the policy, in the event of such a restatement we will clawback any incentive-based compensation paid during the preceding three-year period to the extent it would have been lower had the compensation been based on the restated financial results. No clawbacks were made in 2021.

Tax and Accounting Considerations

Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation.

In general, Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. The Company’s principal executive officer and principal financial officer serving at any time during the taxable year, its three other most highly compensated executive officers employed at the end of the taxable year and any employee who was covered under Section 162(m) for any earlier tax year that began after December 31, 2016 will be covered by Section 162(m). While our compensation committee considers the deductibility of compensation as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

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Our compensation committee also considers the accounting impact when structuring and approving awards. We account for share-based payments in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share-based payments under generally accepted accounting principles (GAAP).

2021 Shareholder Vote on Executive Compensation

At our 2021 annual meeting of shareholders, we held a non-binding advisory vote, also called a “say-on-pay” vote, on the compensation of our named executive officers as disclosed in the 2021 proxy statement. A substantial majority of our shareholders approved our “say-on-pay” proposal, with 90% of the votes cast in favor of the proposal. The compensation committee considered these results, as well as the feedback we received from investors prior to and following our 2021 annual meeting and determined the feedback did not indicate a need to materially revise our executive compensation programs. For a description of the feedback we received from investors, see the section above titled “2021 Shareholder Engagement.”

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE 

Thomas M. Hagerty (Chairman) 

David K. Hunt

59Black Knight, Inc.

EXECUTIVE COMPENSATION

The following table contains information concerning the cash and non-cash compensation awarded to or earned by our named executive officers for the years indicated.

Summary Compensation Table

The following table sets forth certain information with respect to compensation awarded to, earned by or paid for the year ended December 31, 2021 to our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers who were serving as executive officers on December 31, 2021.

Name and
Principal Position1		Fiscal
Year		Salary
($)2		Stock
Awards ($)3		Non-Equity
Incentive Plan
Compensation ($)4		All Other
Compensation ($)5		Total ($)
Anthony M. Jabbour
Chairman and Chief Executive Officer		2021600,0007,500,0603,244,286218,21011,562,556
2020600,00013,129,9542,268,00063,48116,061,435
2019628,8467,500,0301,956,00058,55110,143,427
Joseph M. Nackashi
President		2021600,0003,500,0281,666,60795,9105,862,545
2020600,0006,200,6741,251,00051,8008,103,474
2019600,0003,500,0321,137,00051,6875,288,719
Kirk T. Larsen
Executive Vice President and Chief Financial Officer		2021450,0003,000,024833,304138,2324,421,560
2020450,0004,803,329625,00033,5485,911,877
2019450,0002,500,045568,00033,4353,551,480
Michael L. Gravelle
Executive Vice President and General Counsel		2021148,000675,032274,06411,2141,108,310
2020148,000675,014206,00011,4871,040,501
2019148,000510,024187,00011,524856,548
Michele M. Meyers
Chief Accounting
Officer and Treasurer		2021267,500425,068249,99226,329968,889
Shelley S. Leonard
Chief Product and Digital Officer		2021326,027750,044—63,8181,139,889
2020350,000750,074486,00032,5671,618,641
2019347,500550,042492,00028,9351,418,478

1.Ms. Meyers terminated her position effective March 12, 2022 and Ms. Leonard terminated her position effective December 7, 2021.

2.Amounts are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary under our ESPP, or under our 401(k) plan.

 

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3.Represents the grant date fair value of performance-based restricted stock awards granted on March 10, 2021 based on the probable outcome of the performance conditions for performance based awards. For Messrs. Jabbour, Larsen and Nackashi, 2020 amounts including the grant date fair value of performance-based restricted stock awards granted on February 18, 2020 and the grant date fair value of the Optimal Blue profits interest awards. All amounts are computed in accordance with ASC Topic 718, Compensation—Stock Compensation, excluding forfeiture assumptions. See the Grants of Plan Based Awards table for details regarding the awards. Assumptions used in the calculation of these amounts are included in Footnote 16 to our Audited Consolidated Financial Statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022. Ms. Leonard voluntarily terminated her employment with the Company on December 7, 2021 and therefore forfeited all unvested portions of restricted stock awards granted to her, including the award granted on March 10, 2021. Ms. Meyers forfeited all unvested portions of restricted stock awards granted to her upon her voluntary termination of employment on March 12, 2022.

4.Amounts shown for 2021 represent performance-based amounts earned as annual cash incentives. Amounts shown for 2021 reflect a performance multiplier of 270% for Mr. Jabbour (whose maximum payout amount is 300%) and 185% for Messrs. Nackashi, Larsen, Gravelle and Ms. Meyers (whose maximum payout amount is 200%), consistent with our strong performance in 2021. Ms. Leonard voluntarily terminated her employment with the Company on December 7, 2021 and therefore did not receive an annual cash incentive with respect to performance in 2021.

5.Amounts shown for 2021 include matching contributions under our 401(k) Plan and ESPP; life insurance premiums paid by us; personal use of corporate aircraft; and employer contributions to a health savings account. With respect to Ms. Leonard, amounts also include a payment upon termination related to accrued but unused vacation. The amount of incremental cost for personal aircraft usage is determined by calculating the hourly variable costs for the aircraft, and then multiplying the result by the hours flown for personal use during the year.

 2021JabbourNackashiLarsenGravelleMeyersLeonard 
 ($)($)($)($)($)($) 
401(k) Matching Contributions6,5254,7176,101—6,5254,969 
ESPP Matching Contributions45,00045,00027,00011,10019,11126,250 
Life Insurance Premiums21540221511493207 
Personal Airplane Use165,87045,376104,516——— 
HSA contributions600415400—600— 
Accrued vacation payout—————32,392 
Total218,21095,910138,23211,21426,32963,818 

61Black Knight, Inc.

Grants of Plan-Based Awards

The following table sets forth information concerning awards granted to the named executive officers during the fiscal year ended December 31, 2021.

      (g)   
    Estimated   
   Future(h)(i) 
   Estimated Future Payouts Under PaymentsAll otherGrant 
    Non Equity Incentive Plan Awards1understockDate Fair 
      Equityawards:Value of 
      IncentiveNumberRestricted 
(a)(b)(c)(d)(e)(f)PlanofStock 
NameGrant DateAward TypeThresholdTargetMaximumAwardsSharesAwards 
   ($)($)($)Target(#)($)4 
      (#)2, 3   
Anthony M. JabbourN/AAnnual
Incentive Plan		600,0001,200,0003,600,000——— 
03/10/2021Performance-Based
Restricted Stock		———98,685—7,500,060 
Joseph M. NackashiN/AAnnual
Incentive Plan		450,000900,0001,800,000—    —— 
03/10/2021Performance-Based
Restricted Stock		———46,053    —3,500,028 
Kirk T. LarsenN/AAnnual Incentive
Plan		225,000450,000900,000—    —— 
03/10/2021Performance-Based
Restricted Stock		———39,474    —3,000,024 
Michael L. GravelleN/AAnnual Incentive
Plan		74,000148,000296,000—    —— 
03/10/2021Performance-Based
Restricted Stock		———8,882    —675,032 
Michele M. MeyersN/AAnnual Incentive
Plan		67,500135,000270,000—    —— 
03/10/2021Performance-Based
Restricted Stock		———5,593    —425,068 
Shelley S. Leonard4  N/A

Annual Incentive Plan

 

175,000350,000700,000—    —— 
03/10/2021Performance-Based
Restricted Stock		———9,869    —750,044 
 

1.Amounts reflect potential annual incentive payments for fiscal year 2021. The amounts shown in the Threshold column reflect the amount payable if the threshold level of performance is achieved, which is 50% of the target amount shown in the Target column. The amount shown in the Maximum column is 300% of such target amount for Mr. Jabbour, and 200% of such target amount for Mses. Meyers and Leonard and Messrs. Nackashi, Larsen and Gravelle. Target annual incentive amounts, as a percentage of base salary, for each of our named executive officers are as follows: Mr. Jabbour 200%, Mr. Nackashi 150%, Mr. Larsen 100%, Mr. Gravelle 100%, Ms. Meyers 50% and Ms. Leonard 100%.

 

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2.The amounts shown as performance-based restricted stock in column (g) represent the number of shares of performance-based restricted stock granted on March 10, 2021 for all under our Omnibus Incentive Plan, which are subject to (1) time-based vesting over three years based on continued employment, and (2) our meeting an Adjusted EBITDA goal in each of 2021, 2022 and 2023 in order for the 1/3 scheduled to vest in 2022, 2023 and 2024, respectively, to vest. Ms. Meyers voluntarily terminated her employment with the Company on March 12, 2022. She forfeited all unvested portions of outstanding equity awards, including the unvested portion of her March 10, 2021 performance-based restricted stock award, upon her termination.

3.Represents the grant date fair value of restricted stock awards based upon a $76.00 per share grant date fair value for the awards granted on March 10, 2021.

4.Ms. Leonard voluntarily terminated her employment with the Company on December 7, 2021 and therefore did not receive an annual cash incentive with respect to performance in 2021 and forfeited all unvested portions of restricted stock awards granted to her, including the award granted on March 10, 2021.

Outstanding Equity Awards at Year-End

The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers on December 31, 2021. Ms. Leonard voluntarily terminated her employment on December 7, 2021 and, as a result, forfeited all unvested portions of restricted stock awards previously granted to her.

    Equity IncentiveEquity Incentive
  Number ofMarket ValuePlan Awards:Plan Awards:
 GrantShares orof Shares orNumber ofMarket Value
NameDate1,2,3Units of StockUnits of StockUnearnedof Unearned
  That Have Notthat Have NotShares ThatShares That
  Vested (#)Vested ($)4Have NotHave Not Vested
    Vested (#)($)4
 2/15/201947,7293,956,257——
Anthony M. Jabbour2/18/2020——66,7475,532,659
 3/10/2021——98,6858,180,000
 2/15/201922,2741,846,292——
Joseph M. Nackashi2/18/2020——31,1482,581,858
 3/10/2021——46,0533,817,333
 2/15/201915,9101,318,780——
Kirk T. Larsen2/18/2020——26,6992,213,080
 3/10/2021——39,4743,272,000
 2/15/20193,246269,061——
Michael L. Gravelle2/18/2020——6,007497,920
 3/10/2021——8,882736,229
 2/15/20191,910158,320——
Michele M. Meyers2/18/2020——2,892239,718
 3/10/2021——5,593463,604

1.With respect to restricted stock awards granted on February 15, 2019, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $543 million for the period of January 1, 2019 to December 31, 2019 (Adjusted EBITDA, as adjusted for purposes of the awards, of $581.5 million was achieved for this period), and (ii) the continued service of the award holder.

63Black Knight, Inc.

2.With respect to restricted stock awards granted on February 18, 2020, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $583.4 million for the period January 1, 2020 to December 31, 2020 for the first 1/3 of the award to vest (Adjusted EBITDA, as adjusted for purposes of the awards, of $588.6 million was achieved for this period); our achievement of Adjusted EBITDA of $609.9 million for the period January 1, 2021 to December 31, 2021 for the second 1/3 of the award to vest (Adjusted EBITDA, as adjusted for purposes of the awards, of $708.5 million was achieved for this period); and our achievement of an Adjusted EBITDA goal in 2022 for final the 1/3 of the award scheduled to vest in 2023; and (ii) the continued service of the award holder.

3.With respect to restricted stock awards granted on March 10, 2021, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $609.9 million for the period January 1, 2021 to December 31, 2021 for the first 1/3 of the award to vest (Adjusted EBITDA, as adjusted for purposes of the awards, of $708.5 million was achieved for this period), and our achievement of an Adjusted EBITDA goal in 2022 and 2023 for the second and third 1/3’s of the award scheduled to vest in 2023 and 2024, respectively; and (ii) the continued service of the award holder.

4.Market values are based on the December 31, 2021 closing price for our common stock of $82.89 per share.

Outstanding Optimal Blue Profits Interest Awards

Black Knight, together with minority investors Cannae and THL, completed the acquisition of Optimal Blue on September 15, 2020 for an enterprise value of $1.8 billion, and combined that business with our Compass Analytics business. As a result, we now offer the leading Product, Pricing and Eligibility (PPE) engine, as well as the premier hedging capability in the industry. Optimal Blue represents the largest acquisition in our history and is strategically significant to our long-term growth plan and our ability to create value for our shareholders. Its growth and long-term value will be critical to Black Knight’s overall growth and the value we are able to create for our shareholders as it creates new revenue opportunities for cross-selling to our existing clients and to forge relationships with new clients looking to utilize the PPE engine.at Fiscal Year-End

 

Due to the strategic importance of the successful execution of our growth strategy for Optimal Blue, the compensation committee determined it was important that the interests of our executives with the most ability to impact our execution of that strategy be tied directly to the growth of Optimal Blue. In November 2020, in order to create a strong link between our executives’ interests and Optimal Blue’s long-term performance and growth, the committee granted equity incentives known as profits interests in Optimal Blue to Messrs. Jabbour, Nackashi and Larsen. No profits interests were granted to our named executive officers in 2021.

 

The profits interest awards are in the form of restricted Class B units of Optimal Blue. Optimal Blue is organized as a limited liability company and is taxed as a partnership under U.S. federal income tax laws. The Class B units are intended to qualify as profits interests for U.S. federal income tax purposes. The profits interests are equity interests in Optimal Blue but have value only following achievement of a specified equity threshold, or hurdle amount. The hurdle amount equals the value of the company on the date the awards are granted. Due to the proximity of the grants of profits interest awards to the closing of our acquisition of Optimal Blue in September 2020, the hurdle amount for the Optimal Blue profits interests granted to Messrs. Jabbour, Nackashi and Larsen is $1.445 billion, which is based on the equity value of Optimal Blue at the time of acquisition. Thus, similar to a stock option, the Optimal Blue profits interest awards only have value to the extent the equity value of Optimal Blue increases above $1.445 billion. The committee also linked the Optimal Blue profits interest awards to our retention goals by providing that the profits interests vest 100% on the third anniversary of grant, subject to continued service. The Optimal Blue profits interests are subject to the terms and conditions of the Optimal Blue 2020 Incentive Plan and the limited liability company operating agreement.

 

 

 

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We Promote Long-term Stock Ownership for our Executives

We have formal stock ownership guidelines for all corporate officers, including our named executive officers and members of our board of directors. The guidelines were established to encourage such individuals to hold a multiple of their base salary (or annual retainer) in our common stock and thereby align a significant portion of their own economic interests with those of our shareholders. Further, the award agreements for our 2020 restricted stock awards provide that our executives who do not hold shares of our stock with a value sufficient to satisfy the applicable stock ownership guidelines must retain 50% of the shares acquired as a result of the lapse of vesting restrictions (excluding shares withheld in satisfaction of tax withholding obligations) until the executive satisfies the applicable stock ownership guideline. The ownership levels are shown in the “Security Ownership of Management and Directors” table above. The guidelines call for the executive to reach the ownership multiple within four years. Shares of restricted stock count toward meeting the guidelines. The guidelines, including those applicable to non-employee directors, are as follows:

 

PositionMinimum Aggregate Value
Chairman and Chief Executive Officer7 × annual cash retainer/base salary
Other Executive Officers2 × base salary
Members of the Board5 × annual cash retainer

 

Our named executive officers and our board of directors maintain significant long-term investments in our company. As of December 31, 2020, each of our named executive officers and non-employee directors holdings of our stock significantly exceeded these stock ownership guidelines as of December 31, 2020, other than Ms. Shanik who joined our board in December 2019 and Ms. Burke who joined our board in October 2020. Collectively, as reported in the table “Security Ownership of Management and Directors,” our named executive officers and directors beneficially own an aggregate of 4,974,219 shares of our common stock as of April 19, 2021, which represents 3% of our outstanding common stock with a value of approximately $364 million based on the closing price of our common stock of $73.11 on that date. The fact that our executives and directors hold such a large investment in our shares is part of our culture and our compensation philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders, and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return.

Benefit Plans

We provide retirement and other benefits to our U.S. employees under a number of compensation and benefit plans. Our named executive officers generally participate in the same compensation and benefit plans as our other executives and employees. In addition, our named executive officers are eligible to participate in broad-based health and welfare plans. We do not offer pensions or supplemental executive retirement plans for our named executive officers.

 

 

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Black Knight, Inc.

401(k) Plan. Our domestic employees, including our named executive officers, have the opportunity to participate in the Black Knight 401(k) Profit Sharing Plan, or 401(k) Plan, our defined contribution savings plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code. Our 401(k) Plan contained a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Participating employees could contribute up to 40% of their eligible compensation, but not more than statutory limits, generally $19,500 in 2020.

A participant could receive the value of his or her vested account balance upon termination of employment. A participant is always 100% vested in his or her voluntary contributions. Vesting in matching contributions, if any, occurs proportionally each year over the first three years based on continued employment.

Employee Stock Purchase Plan. We maintain an employee stock purchase plan, or ESPP, through which our executives and employees can purchase shares of our common stock through payroll deductions and through matching employer contributions. Participants in the ESPP may deduct up to 15% of their after-tax base pay. At the end of each calendar quarter, we make a matching contribution to the account of each participant who has been continuously employed by us or a participating subsidiary for the last four calendar quarters if the participant has held the shares purchased in the quarter to which the matching contribution relates for at least one year. For officers, including our named executive officers, matching contributions are equal to 1/2 of the amount contributed during the quarter that is one year earlier than the quarter in which the matching contribution was made. The matching contributions, together with the employee deferrals, are used to purchase shares of our common stock on the open market.

For information regarding the matching contributions made to our named executive officers in 2020 see “—Summary Compensation Table” under the column “All Other Compensation” and the related footnote.

Deferred Compensation Plan. Our named executive officers are eligible to defer receipt of their compensation under the Black Knight Deferred Compensation Plan. None of our named executive officers have deferred any compensation under the Black Knight Deferred Compensation Plan.

Health and Welfare Benefits. We sponsor various broad-based health and welfare benefit plans for our employees. We provide all our employees, including our named executive officers, with basic life insurance and the option for additional life insurance. The taxable portion of the premiums on this additional life insurance for our named executive officers is reflected under “—Summary Compensation Table” under the column “All Other Compensation” and related footnote.

Other Benefits. We provide few perquisites to our executives. In general, the perquisites provided are intended to help our executives be more productive and efficient and to protect us and the executive from certain business risks and potential threats. The compensation committee regularly reviews the perquisites provided to our executive officers. Further detail regarding executive perquisites in 2020 can be found in the “— Summary Compensation Table” under the column “All Other Compensation” and the related footnote.

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52

Employment and Other Agreements and Post-Termination Compensation and Benefits

We are party to employment agreements with our named executive officers. These agreements provide us and the named executive officers with certain rights and obligations following a termination of employment or other non-employee services, as applicable. We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the named executive officers in the event of certain termination events. For a discussion of the material terms of these agreements, see the narrative following “—Grants of Plan Based Awards” and “—Potential Parachute Payments Upon Termination or Change in Control.”

Role of Compensation Committee, Compensation Consultant and Executive Officers

Our compensation committee is responsible for reviewing, approving and monitoring all compensation programs for our named executive officers. Our compensation committee is also responsible for administering our annual cash incentives, our Omnibus Incentive Plan, the Optimal Blue 2020 Incentive Plan and approving individual grants and awards under those plans for our named executive officers.

In connection with our 2020 executive compensation programs, the independent compensation consultant Strategic Compensation Group (SCG) conducted an annual review of our compensation programs for our named executive officers and other key executives and our board of directors. SCG was selected, and its fees and terms of engagement were approved, by our compensation committee in 2019. In April 2020, the committee determined to engage Mercer as its independent compensation consultant. During their respective engagements, both SCG and Mercer reported directly to the compensation committee, received compensation only for services related to executive compensation issues. SCG did not provide any other services to us. During 2020, the Company also engaged Mercer’s Health & Benefits business to provide consulting support in conjunction with Mercer’s role as broker of record for selected employee benefits. We paid Mercer $252,094 in connection with these services in 2020. In April 2020, the compensation committee reviewed the independence of Mercer in accordance with the rules of the New York Stock Exchange regarding the independence of consultants to the compensation committee and affirmed the consultant’s independence and that no conflicts of interest existed.

Our Chairman, Mr. Foley, participated in the 2020 executive compensation process by making recommendations with respect to equity-based incentive compensation awards and Mr. Jabbour’s compensation generally. In February 2020, our Chief Executive Officer, Mr. Jabbour, made recommendations with respect to his direct reports. In addition, Colleen Haley, our Senior Vice President and Corporate Secretary, coordinated with our compensation committee members and the consultant in preparing the committee’s meeting agendas and, at the direction of the committee, assisted the independent compensation consultants in gathering our financial information and information on our executives’ existing compensation arrangements for inclusion in the consultants’ reports to our compensation committee. Our executive officers do not make recommendations to our compensation committee with respect to their own compensation.

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53

Black Knight, Inc.

While our compensation committee carefully considers the information provided by, and the recommendations of, the independent compensation consultants and the individuals who participate in the compensation process, our compensation committee retains complete discretion to accept, reject or modify any compensation recommendations.

Establishing Executive Compensation Levels

We operate in a highly competitive industry and compete with our peers and competitors to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills necessary for building long-term value, motivate our executives to perform at a high level and reward outstanding achievement, our executives’ compensation levels are set at levels that our compensation committee believes to be appropriate and competitive based upon the considerations and factors described in this section.

When determining the amount of the various compensation components that each of our named executive officers would receive, our compensation committee considered a number of important qualitative and quantitative factors including:

 

A strong focus on acquiring and retaining our customers and delivery financial value to our shareholders;

The named executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our Company’s performance;

Business environment and our business objectives and strategy;

The named executive officer’s ability to impact the Company’s achievement of the goals for which the compensation program was designed, including achieving the Company’s long-term financial goals and increasing shareholder value;

Market compensation data provided by the compensation committee’s compensation consultant, with a focus on the 50th to 75th percentiles; and

Other corporate governance and regulatory factors related to executive compensation, including discouraging our named executive officers from taking unnecessary risks.

Our compensation decisions are not formulaic, and the members of our compensation committee did not assign precise weights to the factors listed above. Our compensation committee utilized their individual and collective business judgment to review, assess and approve compensation for our named executive officers.

For instance, with respect to Mr. Jabbour, our compensation committee considered, as it did when structuring all of his compensation arrangements, the key role he plays in developing and implementing our short-term and long-term business strategies, the significant influence he has on the performance of our stock price, and the importance of retaining his services and continued focus and dedication. The committee also recognizes that Mr. Jabbour also serves as Chief Executive Officer of DNB.

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54

To assist our compensation committee, Mercer conducts marketplace reviews of the compensation we pay to our executive officers. It gathers marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, overhang and dilution from our Omnibus Incentive Plan, compensation levels as a percent of revenue, pay mix and other key statistics. This data is collected and analyzed twice during the year, once in the first quarter and again in the fourth quarter. The marketplace compensation data provides a point of reference for our compensation committee, but our compensation committee ultimately makes subjective compensation decisions based on all the factors described above.

For 2020, Mercer used two marketplace data sources: (1) general industry companies with revenues between $600 million and $2.4 billion and (2) compensation information for a group of companies, or the peer group. The primary factors used to select the peer group were revenue (with peer group companies’ revenue ranging from approximately 0.5 to 2 times our projected 2020 revenue, which at the time was estimated to be approximately $1.2 billion), market capitalization, EBITDA, industry focus, nature and complexity of operations, and competition for business and executive talent.

In addition to the compensation surveys, Mercer gathers compensation practices data from independent sources. That data is helpful to the compensation committee when reviewing our executive compensation practices.

The compensation committee reviews the Company’s peer group twice each year. The 2020 peer group was reviewed in October 2019 and February 2020. Companies may be removed from the peer group for reasons such as mergers and acquisitions, “going private” transactions, a material change in the business focus of a peer, or other reasons that materially change the business or results of a peer. Companies may be added to the peer group for reasons such as revenue growth (organic or due to merger or acquisition), an initial public offering, a change in business focus, or based upon our review of competitor peer groups. CoStar Group was added to the peer group for those reasons. The 2020 peer group consisted of the following 16 companies:

ANSYS, Inc.CoStar Group
PTC Inc.Fair Isaac Corporation
CoreLogic, Inc.Verint Systems, Inc.
SS&C Technologies, Inc.FleetCor Technologies, Inc.
Equifax Inc.Verisk Analytics, Inc.
Total System ServicesJack Henry & Associates, Inc.
Euronet Worldwide, Inc.WEX Inc.
TransUnionMSCI Inc.

The revenue range of these companies at that time was between approximately $1.13 billion and $4.38 billion, with median revenue of $1.665 billion. This compares to our 2020 revenue estimate at that time of about $1.2 billion.

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55

Black Knight, Inc.

We primarily focused on the 50th to 75th percentile of the data when considering what our named executive officers’ 2020 target total compensation levels should be.

The marketplace compensation information in this discussion is not deemed filed or a part of this compensation discussion and analysis for certification purposes.

Hedging and Pledging Policy

In order to more closely align the interests of our directors and executive officers with those of our shareholders and to protect against inappropriate risk taking, we maintain a hedging and pledging policy, which prohibits our executive officers and directors from taking any of the following actions without obtaining approval from our board of directors: engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding Black Knight securities in margin accounts or pledging them as collateral for loans. In October 2017, our board granted an exception to our hedging and pledging policy to Mr. Foley to allow him to enter into a forward purchase transaction. In connection with his exception request, Mr. Foley indicated that he had the financial ability to settle the pledge without resort to the pledged Black Knight shares. Mr. Foley has also pledged 1,100,000 shares of his Black Knight stock.

In January 2018, Mr. Foley executed the forward purchase transaction with an unaffiliated third party, which obligated Mr. Foley to deliver to the buyer up to an aggregate of 1,000,000 shares of Black Knight common stock or, at Mr. Foley’s election, an equivalent amount of cash based on the market price for our common stock at the time of settlement. The transaction settled in ten tranches on designated dates in January 2021, with 787,146 shares delivered to the third party at an average price of $86.28 per share, and Mr. Foley retaining the remaining 212,854 shares.

The shares settled in the forward purchase transaction represent approximately 0.5% of the outstanding shares of Black Knight common stock as of April 19, 2021. Mr. Foley continues to be the beneficial owner of approximately 3.4 million shares of our common stock as of that date.

Clawback Policy

We have a policy to clawback and recover incentive-based compensation paid to our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. Under the policy, in the event of such a restatement we will clawback any incentive-based compensation paid during the preceding three-year period to the extent it would have been lower had the compensation been based on the restated financial results. No clawbacks were made in 2020.

Tax and Accounting Considerations

Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation.

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56

In general, Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. The Company’s principal executive officer and principal financial officer serving at any time during the taxable year, its three other most highly compensated executive officers employed at the end of the taxable year and any employee who was covered under Section 162(m) for any earlier tax year that began after December 31, 2016 will be covered by Section 162(m). While our compensation committee considers the deductibility of compensation as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

Our compensation committee also considers the accounting impact when structuring and approving awards. We account for share based payments in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share-based payments under generally accepted accounting principles (GAAP).

2020 Shareholder Vote on Executive Compensation

At our 2020 annual meeting of shareholders, we held a non-binding advisory vote, also called a “say-on-pay” vote, on the compensation of our named executive officers as disclosed in the 2019 proxy statement. A majority of our shareholders approved our “say-on-pay” proposal, with 91% of the votes cast in favor of the proposal. The compensation committee considered these results, as well as the feedback we received from investors prior to and following our 2020 annual meeting. For a description of the feedback, we received from investors and the actions we took to address the issues they identified, see the section above titled “2020 Shareholder Engagement and Response.”

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Thomas M. Hagerty (Chairman)

David K. Hunt

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57

Black Knight, Inc.

EXECUTIVE COMPENSATION

The following table contains information concerning the cash and non-cash compensation awarded to or earned by our named executive officers for the years indicated.

Summary Compensation Table 

The following table sets forth certain information with respect to compensation awarded to, earned by or paid for the year ended December 31, 2020 to our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers who were serving as executive officers on December 31, 2020.

Name and
Principal Position		Fiscal
Year		Salary ($)1Stock
Awards ($)2		Non-Equity
Incentive Plan
Compensation ($)3		All Other
Compensation ($)4		Total ($)
Anthony M. Jabbour
Chief Executive Officer		2020600,00013,129,9542,268,00063,48116,061,435
2019628,8467,500,0301,956,00058,55110,143,427
2018533,65416,900,0403,237,00011,19820,681,892
Joseph M. Nackashi
President		2020600,0006,200,6741,251,00051,8008,103,474
2019600,0003,500,0321,137,00051,6875,288,719
2018600,0002,649,992946,00046,5504,242,542
Kirk T. Larsen
Executive Vice President and Chief Financial Officer		2020450,0004,803,329625,00033,5485,911,877
2019450,0002,500,045568,00033,4353,551,480
2018450,0001,699,980709,00034,0722,893,052
Shelley S. Leonard
Chief Product and Digital Officer		2020350,000750,074486,00032,5671,618,641
2019347,500550,042492,00028,9351,418,478
Michael L. Gravelle
Executive Vice President and General Counsel		2020148,000675,014206,00011,4871,040,501
2019148,000510,024187,00011,524856,548



Black Knight, Inc.58

1.Amounts are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary under our ESPP, or under our 401(k) plan.

2.Represents the grant date fair value of performance-based restricted stock awards granted on February 18, 2020. For Messrs. Jabbour, Larsen and Nackashi, amounts also include the grant date fair value of the Optimal Blue profits interest awards. All amounts are computed in accordance with ASC Topic 718, Compensation—Stock Compensation, excluding forfeiture assumptions. See the Grants of Plan Based Awards table for details regarding the awards. Assumptions used in the calculation of these amounts are included in Footnote 17 to our Audited Consolidated Financial Statements for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021.

3.Amounts shown for 2020 represent performance-based amounts earned as annual cash incentives. Amounts shown for 2020 reflect a performance multiplier of 189% for Mr. Jabbour (whose maximum payout amount is 300%) and 139% for Messrs. Nackashi, Larsen, Gravelle and Ms. Leonard (whose maximum payout amount is 200%), consistent with our solid performance in 2020.

4.Amounts shown for 2020 include matching contributions under our 401(k) Plan and ESPP; life insurance premiums paid by us; and personal use of corporate aircraft.

2020Jabbour ($)Nackashi ($)Larsen ($)Leonard ($)Gravelle ($)
401(k) Matching Contributions6,4136,4136,4136,413—
ESPP Matching Contributions49,76045,00027,00025,94711,100
Life Insurance Premiums207387135207387
Personal Airplane Use7,101————
Total63,48151,80033,54832,56711,487

Grants of Plan Based Awards

The following table sets forth information concerning awards granted to the named executive officers during the fiscal year ended December 31, 2020.

   Estimated Future Payouts Under
Non Equity Incentive Plan Awards1		(g)
Estimated
Future
Payments
under
Equity
Incentive
Plan
Awards
Target
(#)2, 3		(h)
All other
stock
awards:
Number
of
Shares
(#)		(i)
Grant
Date Fair
Value of
Restricted
Stock
Awards
($)4
(a)
Name		(b)
Grant Date		(c)
Award Type		(d)
Threshold ($)		(e)
Target ($)		(f)
Maximum ($)
Anthony M. JabbourN/AAnnual Incentive Plan600,0001,200,0003,600,000———
02/18/2020Performance-Based Restricted Stock———100,121—7,500,064
11/24/2020Optimal Blue Profits Interests———1,330—5,629,890

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59Black Knight, Inc.

   Estimated Future Payouts Under
Non Equity Incentive Plan Awards1		(g)
Estimated
Future
Payments
under
Equity
Incentive
Plan
Awards
Target
(#)2, 3		(h)
All other
stock
awards:
Number
of
Shares
(#)		(i)
Grant
Date Fair
Value of
Restricted
Stock
Awards
($)4
(a)
Name		(b)
Grant Date		(c)
Award Type		(d)
Threshold ($)		(e)
Target ($)		(f)
Maximum ($)
Joseph M. NackashiN/AAnnual Incentive Plan450,000900,0001,800,000———
02/18/2020Performance-Based Restricted Stock———46,723—3,500,020
11/24/2020Optimal Blue Profits Interests———638—2,700,654
Kirk T. LarsenN/AAnnual Incentive Plan225,000450,000900,000———
02/18/2020Performance-Based Restricted Stock———40,049—3,000,071
11/24/2020Optimal Blue Profits Interests———426—1,803,258
Shelley S. LeonardN/AAnnual Incentive Plan175,000350,000700,000———
02/18/2020Performance-Based Restricted Stock———10,013—750,074
Michael L. GravelleN/AAnnual Incentive Plan74,000148,000296,000———
02/18/2020Performance-Based Restricted Stock———9,011—675,014

1.Amounts reflect potential annual incentive payments for fiscal year 2020. The amounts shown in the Threshold column reflect the amount payable if the threshold level of performance is achieved, which is 50% of the target amount shown in the Target column. The amount shown in the Maximum column is 300% of such target amount for Mr. Jabbour, and 200% of such target amount for Ms. Leonard and Messrs. Nackashi, Larsen and Gravelle. Target annual incentive amounts, as a percentage of base salary, for each of our named executive officers are as follows: Mr. Jabbour 200%, Mr. Nackashi 150%, Mr. Larsen 100%, Ms. Leonard 100%, and Mr. Gravelle 100%.

2.The amounts shown as performance-based restricted stock in column (g) represent the number of shares of performance-based restricted stock granted on February 18, 2020 for all under our Omnibus Incentive Plan, which are subject to (1) time-based vesting over three years based on continued employment, and (2) our meeting an Adjusted EBITDA goal in each of 2020, 2021 and 2022 in order for the 1/3 scheduled to vest in 2021, 2022 and 2023, respectively, to vest.

3.The amounts shown as Optimal Blue profits interests in column (g) represent the number of Class B units of Optimal Blue granted on November 24, 2020 to Messrs. Jabbour, Nackashi and Larsen under the Optimal Blue 2020 Incentive Plan. The Optimal Blue profits interest will vest in their entirety on the third anniversary of the date of grant.

4.Represents the grant date fair value of restricted stock awards based upon a $74.91 per share grant date fair value for the awards granted on February 18, 2020. The grant date fair value of the Class B units of Optimal Blue is $4,233 per unit.



Black Knight, Inc.60

Outstanding Equity Awards at Year-End

The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers on December 31, 2020.

NameGrant
Date1, 2, 3, 4		Number of
Shares or
Units of Stock
That Have Not
Vested (#)		Market Value
of Shares or
Units of Stock
that Have Not
Vested ($)5		Equity Incentive
Plan Awards:
Number of
Unearned
Shares That
Have Not
Vested (#)		Equity Incentive
Plan Awards:
Market Value
of Unearned
Shares That
Have Not Vested
($)5
Anthony M. Jabbour4/2/201853,3054,709,497——
2/15/201995,4578,433,626——
2/18/2020——100,1218,845,690
Joseph M. Nackashi2/3/201715,8301,398,581——
2/9/201819,2651,702,063——
2/15/201944,5473,935,727——
2/18/2020——46,7234,127,977
Kirk T. Larsen2/3/20179,893874,047——
2/9/201812,3591,091,918——
2/15/201931,8192,811,209——
2/18/2020——40,0493.538,329
Shelley S. Leonard2/3/20172,900256,215——
2/9/20183,998353,223——
2/15/20197,001618,538——
2/18/2020——10,013884,649
Michael L. Gravelle2/3/20172,968262,223——
2/9/20183,707327,513——
2/15/20196,491573,480——
2/18/2020——9,011796,112

1.With respect to restricted stock awards granted in 2017, the awards vest over four years, subject to (i) our achievement of Adjusted EBITDA of $464 million for the period of January 1, 2017 to December 31, 2017 (Adjusted EBITDA, as adjusted for purposes of the awards, of $506.4 million was achieved for this period), and (ii) the continued service of the award holder.



61Black Knight, Inc.

2.With respect to restricted stock awards granted on February 9, 2018 and Mr. Jabbour’s performance-based restricted stock award granted on April 2, 2018, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $506 million for the period of January 1, 2018 to December 31, 2018 (Adjusted EBITDA, as adjusted for purposes of the awards, of $543.5 million was achieved for this period), and (ii) the continued service of the award holder.

3.With respect to restricted stock awards granted on February 15, 2019, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $543 million for the period of January 1, 2019 to December 31, 2019 (Adjusted EBITDA, as adjusted for purposes of the awards, of $581.5 million was achieved for this period), and (ii) the continued service of the award holder.

4.With respect to restricted stock awards granted on February 18, 2020, the awards vest over three years, subject to (i) our achievement of Adjusted EBITDA of $583.4 million for the period January 1, 2020 to December 31, 2020 (Adjusted EBITDA, as adjusted for purposes of the awards, of $588.6 million was achieved for this period), and our achievement of an Adjusted EBITDA goal in each of 2021 and 2022 for the 1/3 of the award scheduled to vest in 2022 and 2023, respectively, to vest; and (ii) the continued service of the award holder.

5.Market values are based on the December 31, 2020 closing price for our common stock of $88.35 per share.

Outstanding Optimal Blue Profits Interest Awards at Fiscal Year-End

 

The following table sets forth certain information with respect to outstanding profits interest awards held by our named executive officers at December 31, 2020.2021.

 

   
 Number of Class BRedemption Value
NameGrant DateNumber of Class B
Units That Have Not
Vested (#)1		Redemption Value
of Units that
Have Not Vested ($)2		Grant DateUnits That Haveof Units that
 Not Vested (#)1Have Not Vested ($)2
  
Anthony M. Jabbour11/24/20201,33060,87411/24/20201,33019,218,500
Joseph M. Nackashi11/24/202063829,20111/24/20206389,219,100
Kirk T. Larsen11/24/202042619,49811/24/20204266,155,700

 

1.Optimal Blue profits interests vest 100% on the third anniversary of the date of grant.

 

2.Based on a redemption value as of December 31, 20202021 of $45.77$14,450 per unit, as determined using the fair value method of accounting under GAAP.

 

Stock Vested

 

The following table sets forth information concerning each vesting of restricted stock (on an aggregated basis) during the fiscal year ended December 31, 20202021 for each of the named executive officers:

 

 
Stock Vested Restricted Stock Awards
 
Stock Vested Restricted Stock Awards  
NameNumber of Shares Acquired on Vesting (#)Value Realized on Vesting ($)Number of Shares AcquiredValue Realized
on Vesting (#)on Vesting ($)
  
Anthony M. Jabbour139,4129,148,806134,40710,713,296
Joseph M. Nackashi57,3693,881,48272,9436,172,815
Kirk T. Larsen51,5114,336,414
Michael L. Gravelle12,9241,090,585
Michele M. Meyers5,798488,692
Shelley S. Leonard13,7361,157,632

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Black Knight, Inc.62

 Stock Vested Restricted Stock Awards
NameNumber of Shares Acquired on Vesting (#)Value Realized on Vesting ($)
Kirk T. Larsen46,9983,178,619
Shelley S. Leonard13,934943,945
Michael L. Gravelle12,572851,694

Nonqualified Deferred Compensation

 

Under our nonqualified deferred compensation plan, which was amended and restated effective January 1, 2009, participants, including our named executive officers, can defer up to 75% of their base salary and 100% of their monthly, quarterly and annual incentives, subject to a minimum deferral of $19,500. Deferral elections are made during specified enrollment periods. Deferrals and related earnings are not subject to vesting conditions.

Participants’ accounts are bookkeeping entries only and participants’ benefits are unsecured. Participants’ accounts are credited or debited daily based on the performance of hypothetical investments selected by the participant and may be changed on any business day.

Upon retirement, which generally means separation of employment after attaining age 60, an individual may elect either a lump-sum withdrawal or installment payments over 5, 10 or 15 years. Similar payment elections are available for pre-retirement survivor benefits. In the event of a termination prior to retirement, distributions are paid over a 5-year period. Account balances less than the applicable Internal Revenue Code Section 402(g) limit will be distributed in a lump sum. Participants can elect to receive in-service distributions in a plan year designated by the participant and these amounts will be paid within two and one-half months from the close of the plan year in which they were elected to be paid. The participant may also petition us to suspend elected deferrals, and to receive partial or full payout under the plan, in the event of an unforeseeable financial emergency, provided that the participant does not have other resources to meet the hardship.

Plan participation continues until termination of employment. Participants will receive their account balance in a lump-sum distribution if employment is terminated within two years after a change in control.

In 2004, Section 409A of the Internal Revenue Code was passed. Section 409A changed the tax laws applicable to nonqualified deferred compensation plans, generally placing more restrictions on the timing of deferrals and distributions. The deferred compensation plan contains amounts deferred before and after the passage of Section 409A.

For amounts subject to Section 409A, which in general terms includes amounts deferred after December 31, 2004, a modification to a participant’s payment elections may be made upon the following events:



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Retirement: Participants may modify the distribution schedule for a retirement distribution from a lump-sum to annual installments or vice versa, however, a modification to the form of payment requires that the payment(s) commence at least five years after the participant’s retirement, and this election must be filed with the administrator at least 12 months prior to retirement.

In-service Distributions: Participants may modify each in-service distribution date by extending it by at least five years; however, participants may not accelerate the in-service distribution date and this election must be filed with the administrator at least 12 months prior to the scheduled in-service distribution date.

Deferral amounts that were vested on or before December 31, 2004 are generally not subject to Section 409A and are governed by more liberal distribution provisions that were in effect prior to the passage of Section 409A. For example, a participant may withdraw these grandfathered amounts at any time, subject to a withdrawal penalty of ten percent, or may change the payment elections for these grandfathered amounts if notice is timely provided.

None of our executives currently participates in the deferred compensation plan.

Employment Agreements

 

We areIn 2021, we were party to employment agreements with each of our named executive officers.officers other than Ms. Meyers who had a severance agreement. The material terms of these agreements are summarized below. Additional information regarding post termination benefits provided under our continuing executive officer’s employment agreements can be found under “—Potential Payments Upon Termination or Change of Control” below.

 

EachFor each of our named executive officer’sofficers other than Ms. Meyers, their employment agreement provides that, if any payments or benefits to be paid to the executive pursuant to the terms of the employment agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the executive may elect for such payments to be reduced to one dollar less than the amount that would constitute a “parachute payment” under Section 280G of the Internal Revenue Code; and that if the executive does not elect to have such payments so reduced, he or she is responsible for payment of any excise tax resulting from such payments and shall not be entitled to a gross up payment under his employment agreement.

65Black Knight, Inc.

 

Anthony M. Jabbour

 

We entered into an employment agreement with Mr. Jabbour, effective as of April 1, 2018, to serve as our Chief Executive Officer, with a provision for automatic annual extensions unless either party provides timely notice that the term should not be extended. Mr. Jabbour’s employment agreement provides that he will receive a minimum annual base salary of $750,000 (Mr. Jabbour’s base salary was reduced to $600,000 in 2019, with his consent, in recognition of his role as Chief Executive Officer of DNB), and is eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results. Mr. Jabbour’s target bonus is set at 200% of his base salary, with a maximum of up to 300% of his target bonus. Mr. Jabbour’s employment agreement



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also provides that, in the event the Company is sold during the employment term and/or outperforms its financial projections in any calendar year, he shall be eligible to receive a discretionary bonus in an amount determined by the compensation committee. Mr. Jabbour is entitled to the benefits we provide to our other employees generally.

Mr. Jabbour’s employment agreement also provides that, upon his appointment as Chief Executive Officer he would receive the following two equity incentive awards under our Omnibus Incentive Plan: (i) as part of our annual equity incentive program, a restricted stock award with a grant date fair value of $7.5 million, which vests in one-third increments over three years based on the grant date anniversary, subject to the achievement of performance criteria; and (ii) a one-time time-based restricted stock award with a grant date fair value of $9.4 million that vested as follows: $2.3 million on November 1, 2018, $5.3 million on July 1, 2019, and $1.8 million on July 1, 2020.

 

Joseph M. Nackashi

 

We entered into a three-year amended and restated employment agreement with Mr. Nackashi, effective July 17, 2017, to serve as our President, with a provision for automatic annual extensions unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Mr. Nackashi’s minimum annual base salary is $600,000, and Mr. Nackashi is eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results. Under his employment agreement, Mr. Nackashi’s minimum target bonus is set at 100% of his base salary, with a maximum of up to 200% of his base salary.target bonus. Mr. Nackashi is entitled to the benefits we provide to our other employees generally.

 

Kirk T. Larsen

 

We entered into an amended and restated employment agreement with Mr. Larsen, effective April 23, 2015, as amended on March 17, 2016, and March 17, 2019. As amended, the employment agreement provides that Mr. Larsen will serve as our Chief Financial Officer for a three-year term, with a provision for automatic annual extensions unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Mr. Larsen’s minimum annual base salary is $435,000 and Mr. Larsen is eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results. Mr. Larsen’s target bonus is set at 100% of his base salary, with a maximum of up to 200% of his base salary. Mr. Larsen is entitled to the benefits we provide to our other employees generally.

 

Shelley S. Leonard

We entered into an amended and restated employment agreement with Ms. Leonard, effective April 8, 2013. The agreement provides for a two-year term, with automatic annual extensions unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Ms. Leonard’s minimum annual base salary is $300,000 and Ms. Leonard is eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results. The agreement provides that Ms. Leonard’s target and maximum annual incentive opportunity will be designated on an



65Black Knight, Inc.

annual basis by the Company, provided that if no such opportunity is set by March 15th of any year, then Ms. Leonard’s annual bonus opportunity for that year will be not less than her target annual incentive opportunity for the preceding year. Ms. Leonard is entitled to the benefits we provide to our other employees generally.

Michael L. Gravelle

 

We entered into an amended and restated employment agreement with Mr. Gravelle, effective March 1, 2015, as amended on April 30, 2016, and November 1, 2019, to serve as our Executive Vice President and General Counsel. As amended, the agreement provides for a three-year term with automatic annual extensions unless either party provides timely notice that the term should not be extended. Under the terms of the agreement, Mr. Gravelle is eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results. Mr. Gravelle’s target bonus is set at 100% of his base salary, with a maximum of up to 200% of his base salary. Mr. Gravelle is entitled to the benefits we provide to our other employees generally.

 

 

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Shelley S. Leonard

Until December 7, 2021, we were party to an amended and restated employment agreement with Ms. Leonard that was effective as of April 8, 2013. Under the terms of the agreement, Ms. Leonard’s minimum annual base salary was $300,000 and Ms. Leonard was eligible for an annual incentive bonus opportunity, with amounts payable depending on performance relative to targeted results.

Michele M. Meyers

Until March 12, 2022, we were party to a severance agreement with Ms. Meyers that was effective as of March 1, 2021. Under the terms of the agreement, Ms. Meyers’ minimum annual base salary was $260,000 and Ms. Meyers was eligible for a target annual incentive opportunity equal to 50% of her base salary, with the amount to be paid under the annual incentive opportunity to be determined in the discretion of the compensation committee or the Chief Executive Officer.

Potential Payments Upon Termination or Change of Control

 

In this section,As discussed above, we discusshave entered into employment agreements with Messrs. Jabbour, Nackashi, Larsen and Gravelle. The agreements contain provisions for the nature and estimated value payment of severance benefits following certain termination events. Below is a summary of the payments and benefits wethat Messrs. Jabbour, Nackashi, Larsen and Gravelle would provide to our named executive officersreceive in the event of termination ofconnection with various employment or a change of control. The amounts described in this section reflect amounts that would have been payable under (i) our plans, and (ii) where applicable with respect to our continuing named executive officers, which includes Mr. Jabbour, Mr. Nackashi, Mr. Larsen, Ms. Leonard and Mr. Gravelle, their employment agreements if their employment had terminated on December 31, 2020.service termination scenarios

 

For any termination of employment, our named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees.

Potential Payments upon Termination of Service

In this section, we discuss the nature and estimated value of payments and benefits we would provide to our named executive officers in the event of termination of employment or a change of control. The amounts described in this section reflect amounts that would have been payable under (i) our plans, and (ii) where applicable with respect to our continuing named executive officers, which includes Mr. Jabbour, Mr. Nackashi, Mr. Larsen, Ms. Leonard and Mr. Gravelle, their employment agreements if their employment had terminated on December 31, 2020.



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For any termination of employment, our named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees.

Termination PaymentWithout Cause
Cause
or by the
Executive for
for Good
Reason		Death or
Disability		For Cause or
or Without Good
Good
Reason		Change of
of Control
Accrued obligations (earned unpaid base salary, annual bonus payments relating to the prior year, and any unpaid expense reimbursements)✓✓✓X
Prorated Annual Bonus based on the actual incentive the named executive officer would have earned for the year of termination1termination1✓✓XX
Lump Sum Payment equal to a percentage, of the sum of the executive’s (a) annual base salary and (b) the target bonus opportunity in the year in which the termination of employment occurs2✓XXX
Right to convert any life insurance provided by us into an individual policy, plus a lump sum cash payment equal to thirty-six months of premiums3 4✓XXX
COBRA coverage (so long as the executive pays the premiums) for a period of three years or, if earlier, until eligible for comparable benefits from another employer, plus a lump sum cash payment equal to the sum of thirty-six monthly COBRA premium payments3 4✓XXX
Vesting of all stock option, restricted stock and other equity-based incentive awards, unless the equity incentive awards are based upon satisfaction of performance criteria and not based solely on the passage of time, which vest pursuant to the terms of the award54✓✓XX

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1.The prorated annual bonus is based on the following:

 

In the event of a termination without Cause or by the executive for Good Reason, the actual incentive the named executive officer would have earned for the year of termination and the fraction of the year the executive was employed by us.

 

In the event of a termination for death or disability, the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined and (b) for Mr. Jabbour, and Ms. Leonard, the fraction of the year the executive was employed, and for Messrs. Nackashi, Larsen and Gravelle, based on the amount of their respective accrued annual bonuses as contained on the internal books of the Company for the month in which the termination occurs.



67Black Knight, Inc.

 

2.The percentage for the lump sum payment for each executive is as follows: Mr. Jabbour 250%, Messrs. Nackashi, Larsen and Mr. Gravelle 200%. Ms. Leonard’s employment agreement does not provide for a lump sum payment. Instead, Ms. Leonard would receive an amount equal to 200% of her base salary, payable over 12 months in accordance with the Company’s standard payroll policies.

 

3.Mr. Nackashi’s employment agreement does not include this provision with respect to a termination without Cause or by Mr. Nackashi for Good Reason.

 

4.In the case of a termination without Cause or by Ms. Leonard for Good Reason, her employment agreement (i) does not include the provision with respect to conversion of life insurance policies and a related lump sum payment, and (ii) provides that she will receive a lump sum payment equal to 12 monthly COBRA premium payments.

5.Only Mr. Jabbour’s and Ms. Leonard’s employment agreements provideagreement provides for vesting of equity incentive awards in the event of a termination without Cause or by the executive for Good Reason. Ms. Leonard is not entitled to vesting of equity awards in the event of a termination due to death or disability, but instead, those awards would partially vest in accordance with their terms.

 

Definition: Cause. The table below shows the reasons that the Company may terminate each named executive officer’s employment for “Cause.”

 

Definition of “Cause” includes:JabbourNackashiLarsenLeonardGravelle
Persistent failure to perform duties consistent with a commercially reasonable standard of care✓ü✓ü✓ü✓ü✓ü
Willful neglect of duties✓ü✓ü✓ü✓ü✓ü
Conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude1✓ü✓ü✓ü✓ü✓ü
Material breach of the employment agreement✓ü✓ü✓ü✓ü✓ü
Impeding or failing to materially cooperate with an investigation authorized by our board of directors✓ü✓ü✓ü✓ü✓ü
Material breach of the Company’s business policies, accounting practices or standards of ethics✓ü✓ü✓üXü✓ü
Material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant✓ü✓ü✓üXü✓ü

 

1.Ms. Leonard’s employment agreement does not include a conviction of, or pleading nolo contendere to, criminal or other illegal activities involving moral turpitude in the definition of “Cause.”



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Definition: Good Reason. The following table shows for each of the named executive officers the reasons that each executive may terminate his employment for “Good Reason.”

 

Definition of “Good Reason” includes:JabbourNackashiLarsenLeonardGravelle
Material change in the geographic location of the executive’s principal working location✓ü✓ü✓ü✓ü
✓
Material diminution of the executive’s title, base salary or annual bonus opportunity✓ü✓ü✓ü✓ü✓
Material breach of any of our obligations under the employment agreement✓ü✓ü✓ü✓ü✓

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Ms. Meyers' severance agreement terminated in connection with her voluntary termination of employment on March 12, 2022. She did not receive any payments under her severance agreement in connection with her voluntary termination of employment.

 

Potential Payments under Omnibus Incentive Plan

 

In addition to the post termination rights and obligations set forth in the employment and award agreements, our Omnibus Incentive Plan provides for the potential acceleration of vesting and/or payment of equity awards in connection with a change in control.

 

Under our Omnibus Incentive Plan, except as otherwise provided in a participant’s award agreement, upon the occurrence of a change in control any and all outstanding options and stock appreciation rights will become immediately exercisable, any restriction imposed on restricted stock, restricted stock units and other awards will lapse, and any and all performance shares, performance units and other awards with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level.

 

For our 2020 and 2021 performance-based restricted stock awards, our compensation committee approved changes to our executives’ award agreements to provide that the award will vest in connection with a change in control only if their employment with the Company is terminated in the six months preceding, or at any time following the change in control that is prior the vesting of the award.

 

For purposes of our Omnibus Incentive Plan, the term “change in control” is defined as the occurrence of any of the following events:

 

An acquisition by an individual, entity or group of 50% or more of our voting power (except for acquisitions by us or any of our employee benefit plans),

 

During any period of two consecutive years, a change in the majority of our board, unless the change is approved by 2/3 of the directors then in office,

 

A reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of our assets; excluding, however, a transaction pursuant to which we retain specified levels of stock ownership and board seats, or

 

Our shareholders approve a plan or proposal for our liquidation or dissolution.



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Potential Payments Under Optimal Blue 2020 Incentive Plan

 

In addition, Messrs. Jabbour, Nackashi and Larsen may be entitled to receive potential acceleration of vesting in connection with a sale of Optimal Blue under the Optimal Blue 2020 Incentive Plan. According to their profits interest award agreements, 100% of the Class B units granted to Messrs. Jabbour, Nackashi and Larsen will become vested upon the consummation of a sale of Optimal Blue.

 

A sale of Optimal Blue for purposes of the Optimal Blue 2020 Incentive Plan generally means the consummation of a transaction or in a series of related transactions with any

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other person on an arm’s-length basis other than an affiliate of Cannae or THL, pursuant to which such party or parties:

 

acquire (whether by merger, Unit purchase, recapitalization, reorganization, redemption, issuance of Units or otherwise) more than 50% of the voting units of Optimal Blue, or

acquire assets constituting all or substantially all of the assets of Optimal Blue and its subsidiaries on a consolidated basis.

 

Changing the form of organization or the organizational structure of Optimal Blue or its subsidiaries, contributing securities to entities controlled by Optimal Blue and a public offering of Optimal Blue do not constitute a sale of Optimal Blue. Black Knight’s acquisition on February 15, 2022 of the minority interests in Optimal Blue previously held by Cannae and THL did not constitute a sale of Optimal Blue.

In addition, in the event of a change in control of Black Knight, profits interest holders, including Messrs. Jabbour, Nackashi and Larsen, have the right to require Optimal Blue to redeem all, but not less than all, of their Class B units (whether vested or unvested). The redemption price for the Class B units held by any profits interest holder who elects to require redemption of their units would be the fair market value of the units as determined based upon an appraisal process conducted by a nationally recognized valuation or investment banking firm.

 

Potential Payments Upon Change of Control

 

None of our named executive officers’ agreements provide for a payment or a benefit upon a change of control without termination.

 

Estimated Cash Payments Upon Termination of Employment

 

The following table includes the cash severance amounts that would have been payable to each named executive officer in the event of a termination of employment by us not for cause or a termination by the executive for good reason. Our estimate of the cash severance amounts that would be provided to each individual assumes that their employment terminated on December 31, 2020.2021. The severance amounts do not include a prorated 20202021 annual incentive since the named executive officers would have been paid based on their service through the end of the year and therefore would have received the annual incentive whether or not the termination occurred.

Reason for Termination Payment:JabbourNackashiLarsenGravelle
     
Termination by Company Without Cause$4,579,051$3,000,000$1,853,649$592,000
     
Termination by Employee for Good Reason$4,579,051$3,000,000$1,853,649$592,000
     
Death————
     
Disability————
     

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Reason for Termination Payment:JabbourNackashiLarsenLeonardGravelle
Termination by Company
Without Cause		$4,562,660$3,000,000$1,841,992$755,240$592,198
Termination by Employee for
Good Reason		$4,562,660$3,000,000$1,841,992$755,240$592,198
Death—————
Disability—————

 

Estimated Equity Payments uponUpon Termination of Employment or Change in Control

 

The table below includes the estimated values of the Black Knight restricted stock awards held by our named executive officers that would vest upon a change of control, upon the termination of their employment due to death or disability or, in the casescase of Mr. Jabbour, and Ms. Leonard, by us without cause or by the executive or director for good reason, in each case assuming such event occurred on December 31, 2020.2021. The amounts below were determined based upon the number of unvested restricted shares held by each executive as of December 31, 20202021 (as set forth in the Outstanding Equity Awards at Fiscal Year End table above), multiplied by $88.35$82.89 per share, which was the closing price of our common stock on December 31, 2020.

2021.

 

Estimated Value of Restricted
Stock Awards that Would Vest		JabbourNackashiLarsenLeonardGravelle
Estimated Value of Restricted StockJabbourNackashiLarsenGravelle
Termination Without Cause or by
Executive for Good Reason		$21,988,813—$2,112,625—$17,668,915—
 
Death$21,988,813$11,164,348$8,315,502$1,011,519$1,959,338$17,668,915$8,245,483$6,803,860$1,503,210
 
Disability$21,988,813$11,164,348$8,315,502$1,011,519$1,959,338$17,668,915$8,245,483$6,803,860$1,503,210
 
Change in Control$13,143,122$7,036,371$4,777,173$1,227,977$1,163,216$3,956,257$1,846,292$1,318,780$269,061
 

Compensation Committee Interlocks and Insider Participation

 

The compensation committee is currently composed of Thomas M. Hagerty (Chair) and David K. Hunt. For the period between January 1, 2020 until July 20, 2020, Richard N. Massey served as Chair of our compensation committee. During 2020,2021, no member of the compensation committee was a former or current officer or employee of Black Knight or any of its subsidiaries. In addition, during 2020,2021, none of our executive officers served (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board.

 

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Black Knight, Inc.

Discussion of Our Compensation Policies and Practices as They Relate to Risk Management

 

We reviewed our compensation policies and practices for all employees including our named executive officers and determined that our compensation programs are not reasonably likely to have a material adverse effect on our company. In conducting the analysis, we reviewed the structure of our executive, non-executive, sales commission and performance-based restricted stock award incentive programs and the internal controls and risk mitigation processes that are in place for each program. We also reviewed data compiled across our Software Solutions, Data and Analytics and corporate operations relative to Adjusted revenues, Adjusted EBITDA, compensation expense and incentive program expenses (including as a percentage of both Adjusted revenues and compensation expense).

 

We believe that several design features of our executive compensation programprograms mitigate risk. We set base salaries at levels that provide our employees with assured cash compensation that is appropriate to their job duties and level of responsibility and that, when taken together with incentive awards, motivate them to perform at a high level without encouraging inappropriate risk taking to achieve a reasonable level of secure compensation.

 

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With respect to our executives’ incentive opportunities, we believe that our use of measurable corporate financial performance goals, multiple performance levels and minimum, target and maximum achievable payouts, together with the compensation committee’s discretion to reduce awards, serve to mitigate excessive risk taking. The risk of overstatement of financial figures to which incentives are tied is mitigated by our compensation committee’s review and approval of the awards and internal and external review of our financial results. We also believe that our use of restricted stock awards profits interests units and multi-year vesting schedules in our long-term incentive awards, as well as our executive stock ownership guidelines that strongly promote long-term stock ownership, encourage recipientsour executives to deliver incremental value to our shareholders and align their interests with our sustainable long-term performance, thereby mitigating risk.

 

20202021 CEO Pay Ratio

 

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2020,2021, which we refer to as our CEO pay ratio. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

 

The ratio of the annual total compensation of our CEO, calculated as described above, to the median of the annual total compensation of all employees for 20202021 was 189123 to 1. This ratio was based on the following:

 

The annual total compensation of our CEO, determined as described above, was $16,061,435;$11,562,556; and

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The median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $84,935.$94,115.

 

If Mr. Jabbour’s annual total compensation is adjusted to exclude the one-time Optimal Blue profits interest award he received on November 24, 2020 with a grant date fair value of $5.6 million, the ratio of his annual total compensation to the median of the annual total compensation of all employees for 2020 would be 123 to 1, based on adjusted annual total compensation to Mr. Jabbour of $10,431,545.

We believe this ratio presents a normalized view of the ratio of Mr. Jabbour’s annual total compensation to the median of the annual total compensation of all employees because Mr. Jabbour’s Optimal Blue profits interest award was a one-time award granted to him for increasing the equity value of Optimal Blue.

Methodology for Determining Our Median Employee. For purposes of the above CEO pay ratio disclosure, we are required to identify a median employee based on our worldwide workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the median of the compensation of our employee population (other than our CEO). Accordingly, to identify the median of the compensation of our employee population, the methodology and the material assumptions and estimates that we used were as follows:

 

Employee Population. We determined that, as of November 30, 2020, the date we selected to identify the median employee, our total global employee population consisted of approximately 5,700 individuals.

 

Compensation Measure Used to Identify the Median Employee. Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected base salary/wages and overtime pay, plus actual annual cash incentive compensation (annual bonus) and allowances paid through November 30, 2020 as the compensation measure.

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We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in 2020 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee.

We did not make any cost-of-living adjustments in identifying the median employee.

Using this methodology, we estimated that the median employee was an employee with base salary/wages and overtime pay plus actual annual bonuses and allowances paid for the year ended December 31, 20202021 of $84,935.$94,115.

 

Annual Total Compensation of Median Employee. In order to determine the annual total compensation of the median employee, we identified and calculated the elements of that employee’s compensation for 20202021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $84,935. $94,115.

 

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Annual Total Compensation of Chief Executive Officer. With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Jabbour in the “Total” column for 20202021 in the Summary Compensation Table included in this proxy statement.

 

Director Compensation

 

Mr. Jabbour receives no additional compensation for services as a director. In 2020,2021, all non-executive directors other than Mr. Foley who is compensated pursuant to his director services agreement described below, received an annual retainer of $75,000, payable quarterly. We eliminated board meeting fees in 2019. The chairman and each member of the audit committee received an additional annual retainer (payable in quarterly installments) of $40,000 and $30,000, respectively, for their service on the Audit Committee. The chairmen and each member of the Compensation, Corporate Governance and Nominating, and Risk Committees received an additional annual retainer (payable in quarterly installments) of $21,000 and $16,000, respectively, for their service on such committees. In addition, Mr. Hagerty received an annual retainer of $30,000 payable in 2020,quarterly installments) for his service as our independent Lead Director.

Each non-executive director other than Mr. Foley also received an equity-based award with a grant date fair value of $150,000. In 2021, we offered our non-employee directors the opportunity to elect to receive their annual director equity award in the form of restricted shares or restricted stock units (RSUs). In the case of the RSUs, the award will not settle until the director’s separation of service from the board. In 2021, Messrs. Hagerty, Hunt, Massey,Otting, Rao Rood and Ms. Shanik each received a restricted stockan award of 1,669 restricted shares. In addition, in accordance with board compensation policy, Mr. Otting2,012 RSUs and Messrs. Hunt, Rood and Ms. Burke received one-time new director restricted stock awards of 761 and 1,365 shares, respectively, upon their election to the board. Due to the proximity of his election to our 2020 annual shareholder meeting, Mr. Otting alsoeach received an annual director restricted stock award of 1,533 shares.2,012 restricted shares of our common stock. All restricted shares and RSUs granted to our directors in 20202021 were granted under our Omnibus Incentive Plan, vest in their entirety on the first anniversary of the date of the grant and are not subject to any performance restriction.

 

We also reimburse each of our directors for all reasonable out of pocket expenses incurred in connection with attendance at board and committee meetings, as well as with any director education programs, they attend relating to their service on our board of directors.

 

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Mr. Foley’s Director Services Agreement

On June 11, 2021, William P. Foley, II, plays a critical roleour former Chairman of the Board, notified us of his intention to retire from the Black Knight board when his term ended at our 2021 Annual Meeting of Shareholders held on June 16, 2021. Mr. Foley decided not to stand for re-election at the 2021 Annual Meeting in shapingorder to reduce the overall number of public company boards on which he serves. In recognition of Foley’s significant contributions to Black Knight’s strategic vision.success, he continues to serve as Chairman Emeritus. In this role, Mr. Foley led the team that resulted in FNF’s acquisition of LPS, a business that was struggling with legal, regulatorymay attend but does not vote at board meetings and reputational issues,we continue to benefit from his significant experience and unlocked the value of our software, data and analytics businesses.wisdom.

Prior to his retirement, Mr. Foley did this by separating Black Knight’s businesses from the transaction services businesses of LPS that are now part of ServiceLink Holdings, LLC, a subsidiary of FNF. He put together a leadership team to execute on his strategic vision for Black Knight, including maximizing operational efficiencies, creating a culture of cross-selling across our businesses, and accelerating innovation.

Following Mr. Jabbour’s successful transitionserved as our Chief Executive Officer, Mr. Foley transitioned from Executive Chairman to non-executive Chairman of the Board insince December 2019, and his compensation was realigned and reduced to reflect this change in his role. At2019. In that time, we entered into a director services agreement withrole, Mr. Foley to set the terms of his compensation. In setting Mr. Foley’s compensation under the director services agreement, the compensation committee considered that, in addition to his role as Chairman of the Board, he continues to playplayed a significant rolepart in shaping our strategic vision and advising Mr. Jabbour and the rest of our executive team on matters relating thereto.

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In December 2019, we entered into a director services agreement with Mr. Foley. Under the director services agreement and prior to his retirement, Mr. Foley iswas entitled to receive an annual cash retainer of not less than $500,000 (paid quarterly in arrears) and annual equity awards with a grant date fair value of not less than $500,000 upon terms consistent with the equity awards provided to our non-employee directors.

Following Mr. Foley’s transition to Chairman Emeritus, the director services agreement was terminated, and our compensation realigned his compensation to reflect the change in his role. Effective as of July 1, 2021, Mr. Foley’s annual retainer was reduced to $300,000 per year (paid quarterly). Mr. Foley also continues to serve as a non-executive employee of one of our subsidiaries and, in such capacity, earns a base salary of $36,000.

 

Mr. Foley is no longer eligible to participate in our ESPP or to earn an annual cash incentive from Black Knight, but he remains eligible to participate in our health and welfare plans and our 401(k) and nonqualified deferred compensation plans. In addition, for security reasons our board requires that Mr. Foley use the company aircraft for all business and personal travel.

If Mr. Foley’s service is terminated by us for any reason other than for “cause” and not due to death or disability, by Mr. Foley for “good reason,” or if Mr. Foley is not nominated to run for re-election as Chairman of the Board, is nominated, but does not receive enough votes to be re-elected to the board, or is removed from as Chairman of the board for reasons other than Cause, then he is entitled to receive: 

any accrued obligations; and

immediate vesting and/or payment of all our equity awards (except performance-based awards, which vest pursuant to the terms of the awards).

Mr. Foley’s director services agreement defines “cause” to include (i) persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute good reason (as defined below)); (ii) willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute good reason); (iii) conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty; (iv) material breach of the director services agreement; or (v) failure to materially cooperate with or impeding an investigation authorized by the Board.

The director services agreement defines “good reason” as a material diminution in his position or title or the assignment of duties to him that are materially inconsistent with his position or title; a material diminution of his annual retainer; within six months immediately preceding or within two years immediately following a change in control, (1) a material adverse change in this status, authority or responsibility, (2) a material adverse change in the position to whom he reports or to his service relationship as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom he reports; our material breach of any of our obligations under the director services agreement; or election of a new director to the board of directors who Mr. Foley did not consent to or vote for.

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Black Knight, Inc.

Mr. Foley’s director services agreement defines a “change of control” to include (1) an acquisition by an individual, entity or group of more than 50% of our voting power; (2) a merger in which we are not the surviving entity, unless our shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger; (3) a reverse merger in which we are the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger; (4) during any period of two consecutive years during the employment term, a change in the majority of our board of directors, unless the changes are approved by 2/3 of the directors then in office; (5) a sale, transfer or other disposition of our assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of our assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (i) which immediately after the sale, transfer or disposition owns 50% of our voting stock or (ii) 50% of the voting stock of which is owned by us after the sale, transfer or disposition; or (6) our shareholders’ approval of a plan or proposal for the liquidation or dissolution of our Company.

20202021 Director Compensation

 

The following table sets forth information concerning the compensation of our directors for the fiscal year ended December 31, 2020:2021:

 

Fees Earned orAll Other 
NameFees Earned or
Paid in Cash ($)1		Stock
Awards ($)2		All Other
Compensation
($)3		Total ($)Paid in CashStock AwardsCompensationTotal 
($)1($)2($)3($) 
Catherine L. Burke13,247125,089–138,33689,222150,015–239,237 
  
William P. Foley, II500,000500,024492,9791,493,003250,000500,074594,2661,344,340 
  
Thomas M. Hagerty112,000125,025–237,025134,500150,015–284,515 
  
David K. Hunt129,663125,025–254,688128,000150,015–278,015 
Richard N. Massey*65,631125,025–190,656
  
Joseph M. Otting56,601185,029–241,630115,000150,015–265,015 
  
Ganesh B. Rao91,000125,025–216,02591,000150,015–241,015 
  
John D. Rood126,000125,025–251,025126,000150,015–276,015 
  
Nancy L. Shanik101,456125,025–226,481105,000150,015–255,015 
  

* Mr. Massey retired from our board and all committees on which he served on July 20, 2020. 

1.Amounts include the cash portion of annual board and committee retainers earned for services as a director in 2020.2021.

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2.Amounts shown for all directors represent the grant date fair value of restricted stock awards granted in 2020,2021, computed in accordance with FASB ASC Topic 718. For all directors other thanMessrs. Hagerty, Otting and Rao and Ms. Burke, Mr. Foley, and Mr. Otting,Shanik, these awards consisted of 1,6692,012 restricted sharesstock units granted in February 2020.June 2021. For Messrs. Hunt and Rood and Ms. Burke, these awards consisted of a new director award of 1,3652,012 restricted shares granted in November 2020.June 2021. For Mr. Foley, these awardsthe award consisted of 6,6756,707 restricted shares granted in February 2020. For Mr. Otting, these awards consisted of a new director award of 761 restricted shares granted in August 2020 and an annual director award of 1,533 restricted shares granted in August 2020.June 2021. All of the restricted stock awards granted to our directors in 20202021 vest on the first anniversary of the grant date subject to continued service on our board. Assumptions used in the calculation of these amounts are included in Note 17 to our audited financial statements for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2021. The grant date fair values of the awards granted in 2020 are based on a per share grant date fair value as follows: awards granted in February 2020 ($74.91 per share); award granted on August 11, 2020 ($78.88 per share); award granted on August 24, 2020 ($81.54 per share); and award granted in November 2020 ($91.64 per share). As of December 31, 2020, restricted stock awards outstanding for each director were as follows: Ms. Burke 1,365; Mr. Foley 242,124; Mr. Hagerty 4,993; Mr. Hunt 4,993; Mr. Otting 2,294; Mr. Rao 4,993; Mr. Rood 4,993; and Ms. Shanik 2,309.

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74

subject to continued service on our board. Assumptions used in the calculation of these amounts are included in Note 16 to our audited financial statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. The grant date fair values of the awards granted in 2021 are based on a per share grant date fair value of $74.56. As of December 31, 2021, restricted stock awards outstanding for each director were as follows: Ms. Burke 2,012; Mr. Foley 96,442; Mr. Hagerty 796; Mr. Hunt 2,808; Mr. Rao 796; Mr. Rood 2,808; and Ms. Shanik 320. In addition, as of December 31, 2021, certain of our directors had restricted stock unit awards outstanding in the following amounts: Mr. Hagerty 2,012; Mr. Otting 2,012; Mr. Rao 2,012; and Ms. Shanik 2,012.

3.Amounts shown for Mr. Foley include his base salary as a non-executive employee of one of our subsidiaries ($36,000); 401(k) matching contributions ($6,030)6,343); health insurance fees paid by us under our executive medical plan ($50,054)54,510); and personal use of corporate aircraft ($400,895)347,413); and the portion of his retainer as Chairman Emeritus earned following his retirement from the board ($150,000). The amount of incremental cost for personal aircraft usage is determined by calculating the hourly variable costs for the aircraft, and then multiplying the result by the hours flown for personal use during the year.

 

 

 

PROPOSAL NO. 2: 3:

ADVISORY VOTE ON

EXECUTIVE COMPENSATION

 

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Rule 14a 21(a) promulgated thereunder, we are asking our shareholders to approve, in a non-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K.

 

Our compensation committee believes it is important to reward our executives for strong performance in an industry with significant operational and regulatory challenges, and to incentivize them to continue to take actions to deliver strong results for our investors by expanding our client relationships, continuing to innovate our solutions set and pursuing new market opportunities. At the same time, our compensation committee believes it is important to discourage our executives from taking unnecessary risks.

 

As described in detail in our “Compensation Discussion and Analysis,” our Company takes a proactive approach to compensation governance. The compensation committee regularly reviews our compensation programs and makes adjustments that it believes are in the best interests of the Company and our investors. As part of this process, our compensation committee reviews compensation trends and considers current best practices, and makes changes in our compensation programs when the committee deems it appropriate, all with the goal of continually improving our approach to executive compensation.

 

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Black Knight, Inc.

 

 

We are also committed to hearing and responding to the views of our shareholders. In 2020,2021, our officers met with investors on numerous occasions, both in group and one-on-one settings. The investors with whom we met in 20202021 represented 1011 of our top 15 shareholders, who collectively owned more than 35% of our shares as of December 31, 2020.2021. At these meetings, our officers discuss a variety of topics, including our operational and stock performance, ESG, corporate governance and executive compensation matters. We report and discuss these meetings with our board or applicable board committees, as appropriate.

 

In March 2021, we reached out to 19 of our largest shareholders to update them on some of the actions we have taken to refresh and diversify our board of directors. During May and June 2020,2021, we reached out to our top 10two largest institutional investors who collectively owned approximately 56%21% of our outstanding shares requesting to speak with each to discuss executive compensation and governance matters. We spoke with threeabout the election of directors at our top 10 investors and received their views on various matters, including board diversity and refreshment, as well as our executive compensation programs.

Subsequently, in the first quarter of2021 annual meeting. In December 2021, we reached out to 10 of our 20 largest shareholderstop 15 investors and spoke with seven of them to update them on the steps we have takendiscuss our ESG initiatives and receive their feedback. Our discussions included Black Knight’s initiatives around ESG, particularly as it relates to address the feedback provided through our shareholder engagement process. The principal observations identified by our shareholders in our 2020 engagement processhuman capital management, diversity, equity and our positive steps to address those observations are summarized on the following page:inclusion, Black Knight’s development of a long-term ESG roadmap, framework-aligned ESG reporting and cybersecurity.

Observations Identified and Response:

Discussion:

OBSERVATION:

Board refreshment and diversity.

RESPONSE:

Two highly qualified directors elected to our board in 2020, including one female.

In June 2020, Joseph M. Otting was elected to our board, and he was appointed Chairman of our audit committee in July 2020. Mr. Otting brings strong financial expertise, as well as significant industry and regulatory experience.

Subsequently, in October 2020, Catherine L. Burke was elected to our board and was appointed to the governance committee in February 2021. Ms. Burke diversifies the talent set on our board through her extensive leadership experience in marketing, communications strategy and execution.

Mr. Otting and Ms. Burke are both independent and neither have any prior relationship with our Chairman Bill Foley. For additional information about Mr. Otting and Ms. Burke, please see “Certain Information about our Directors.”

OBSERVATION:

Single-trigger vesting of executive restricted stock awards upon a change in control.

RESPONSE:

2020 performance-based restricted stock awards include double-trigger vesting provisions upon a change in control.

For our 2020 performance-based restricted stock awards, our compensation committee approved changes to our executives’ award agreements to require that their awards will vest in connection with a change in control only if their employment with the Company is terminated in the six months preceding, or at any time following the change in control that is prior to the vesting of the award.

Chart Continued ►

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Observations Identified and Response:

Discussion:

OBSERVATION:

Performance period for restricted stock awards is only one year.

RESPONSE:

2020 performance-based restricted stock awards include three performance periods: Fiscal years 2020, 2021 and 2022.

Our 2020 performance-based restricted stock awards vest ratably on each of the first three anniversaries of the date of grant, subject to the achievement of applicable performance-based restrictions. For our 2020 awards:

•The first 1/3 of the award will vest only if the Company achieves Adjusted EBITDA of at least $583.4 million in 2020

•The second 1/3 of the award will vest only if the Company achieves Adjusted EBITDA in 2021 at least equal to the Adjusted EBITDA achieved in 2020

•The third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2022 at least equal to the Adjusted EBITDA achieved in 2021

If we do not achieve the performance metric in any year, the portion of the award that was subject to achievement of that metric will be forfeited. In other words, there is no “catch-up” to allow a portion of an award to vest in a subsequent year if we fail to achieve the performance metric applicable to that year.

 

We ask our shareholders to vote on the following resolution at the annual meeting:

 

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20202021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and Executive and Director Compensation section, the compensation tables and related narrative. 

 

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. Approval of this resolution requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. However, as this is an advisory vote, the results will not be binding on the Company, the board or the compensation committee, and will not require us to take any action. The final decision on the compensation of our named executive officers remains with our compensation committee and the board, although the compensation committee and the board will consider the outcome of this vote when making compensation decisions.

 

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

 

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PROPOSAL NO. 3: 4:

ADVISORY VOTE ON THE FREQUENCY
OF ADVISORY VOTES ON EXECUTIVE
COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and Rule 14a-21(b) promulgated thereunder, we are asking our shareholders to cast a non-binding advisory vote on whether future advisory votes to approve the compensation paid to our named executive officers (commonly referred to as a “say-on-pay vote”) should be held annually, biennially or triennially.

Our board believes that our shareholders should have the opportunity to vote on the compensation of our named executive officers annually. Our executive compensation program is designed to support long-term value creation. While we believe that many of our shareholders think that the effectiveness of such programs cannot be adequately evaluated on an annual basis, the board believes that at present it should receive advisory input from our shareholders each year. The board believes that allowing our shareholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement every year is a good corporate governance practice that is consistent with holding the board of directors accountable to our shareholders and is in the best interests of our shareholders.

Shareholders may vote on their preferred voting frequency by selecting the option of One Year, Two Years, Three Years or Abstain on the proxy card when voting on this Proposal No. 4. Please note that when casting a vote on this proposal, shareholders will not be voting to approve or disapprove the board’s recommendation.

RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” A FREQUENCY OF “ANNUAL” (EVERY ONE YEAR) FOR FUTURE ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

77Black Knight, Inc.

 

PROPOSAL NO. 5:

RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 

General Information about KPMG LLP

 

Although shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of KPMG LLP to our shareholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, our audit committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders.

If our shareholders do not ratify the audit committee’s selection, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm.

 

In choosing our independent registered public accounting firm, our audit committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures the firmfirm has established, and any issue raised by the most recent quality control review of the firm. The review also includes matters required to be considered under the SEC’s rules on “Auditor Independence,” including the nature and extent of non-audit services to ensure that they will not impair the independence of the accountants.

 

Representatives of KPMG LLP are expected to be present at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

 

Principal Accountant Fees and Services

 

The audit committee has appointed KPMG LLP to audit the consolidated financial statements of the Company for the 2021 fiscal year. KPMG LLP has continuously acted as the independent registered public accounting firm for the Company and our predecessors commencing with the fiscal year ended December 31, 2007.

 

For services rendered to us during or in connection with our years ended December 31, 20202021 and 2019,2020, we were billed the following fees by KPMG LLP:

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80

78

 

 

 20202019
 (In thousands)
Audit Fees$2,045$1,457
Audit Related Fees$703$622
Tax Fees$259$179
All Other Fees$90–

 

20212020
 (In thousands)
Audit Fees$2,076$2,045
Audit Related Fees$864$703
Tax Fees$532$259
All Other Fees$50$90

 

Audit Fees. Audit fees consisted principally of fees for the audits, registration statements and other filings related to the Company’s 20202021 and 20192020 consolidated financial statements, and audits of the Company’s subsidiaries required for regulatory reporting and contractual purposes, including billings for out of pocketout-of-pocket expenses incurred.

 

Audit Related Fees. Audit related fees consisted principally of fees for Service Organization Control (SOC)(SOC) Attestations, including billings for out of pocketout-of-pocket expenses incurred.

 

Tax Fees. Tax fees consisted of tax compliance and consulting services.

 

All Other Services. All other fees consisted principally of SOC diagnostic services.

 

Approval of Accountants’ Services

 

In accordance with the requirements of the Sarbanes Oxley Act of 2002, all audit and audit related work and all non-audit work performed by KPMG LLP is approved in advance by the audit committee, including the proposed fees for such work. Our pre-approval policy provides that, unless a type of service to be provided by KPMG LLP has been generally pre-approved by the audit committee, it will require specific pre-approval by the audit committee. In addition, any proposed services exceeding pre-approved maximum fee amounts also require pre-approval by the audit committee. Our pre-approval policy provides that specific pre-approval authority is delegated to our audit committee chairman, provided that the estimated fee for the proposed service does not exceed a pre-approved maximum amount set by the committee.

 

Our audit committee chairman must report any pre-approval decisions to the audit committee at its next scheduled meeting.

 

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 20212022 FISCAL YEAR.

 

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Black Knight, Inc.

 

 

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS

 

 

The following table sets forth information regarding beneficial ownership of our common stock by each shareholder who is known by the Company to beneficially own 5% or more of such class. Percentages in the table reflect the percent of common shares held by each shareholder.

  

Name

Shares
Beneficially Owned1

Percent of
Total Class2

T. Rowe Price Associates, Inc.
100 E. Pratt Street, Baltimore, MD 21202		17,689,84811.3%
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355		14,236,3509.1%
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055		13,900,7348.9%
Principal Global Investors, LLC
801 Grand Avenue, Des Moines, IA 50392		8,772,9695.6%
Fidelity Management & Research, LLC
245 Summer Street, Boston, MA 02210		8,651,2105.5%
NameSharesPercent of
Beneficially Owned1Total Class2
T. Rowe Price Associates, Inc.

19,287,830 

12.4% 

100 E. Pratt Street, Baltimore, MD 21202
The Vanguard Group

13,796,324

8.8%

100 Vanguard Blvd., Malvern, PA 19355
BlackRock, Inc.

12,673,477

8.1%

55 East 52nd Street, New York, NY 10055
Principal Global Investors, LLC

8,655,085

5.5%

801 Grand Avenue, Des Moines, IA 50392

  

1.Amounts are based on information publicly filed with the SEC as of December 31, 2020.2021.

 

2.Applicable percentages based on 156,614,664155,966,301 shares of our common stock outstanding as of April 19, 2021.18, 2022.

 

Security Ownership of Management and Directors

 

The following table sets forth information regarding beneficial ownership of our common stock by:

 

Each of our directors and nominees for director;

Each of the named executive officers as defined in Item 402(a)(3) of Regulation S-K promulgated by the SEC; and

All of our executive officers and directors as a group.

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Percentages in the following table reflect the percent of our common shares outstanding as of April 19, 2021.18, 2022. The mailing address of each director and executive officer shown in the table below is c/o Black Knight, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.

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NameNumber of SharesPercent of Shares1Number of SharesPercent of Shares1
Catherine L. Burke1,365*3,377*
William P. Foley, II23,398,1272.2%
Michael L. Gravelle89,745*101,002*
Thomas M. Hagerty14,501*16,513*
David K. Hunt60,458*61,662*
Anthony M. Jabbour3574,014*
Kirk T. Larsen4431,364*
Shelley S. Leonard42,871*
Anthony M. Jabbour2692,463*
Kirk T. Larsen3471,428*
Joseph M. Nackashi260,653*291,583*
Joseph M. Otting57,899*
Joseph M. Otting413,351*
Ganesh B. Rao14,501*16,513*
John D. Rood76,092*78,104*
Nancy L. Shanik2,629*4,641*
All directors and officers (14 persons)4,997,7663.2%
All directors and officers (11 persons)1,750,6371.1%
 

 

* Represents less than 1% of our common stock.

 

1.Applicable percentages based on 156,614,664155,966,301 shares of our common stock outstanding as of April 19, 2021.18, 2022.

2.Includes 1,100,000 pledged shares.
3.Includes 75,100 shares of our common stock held by Anthony M. Jabbour 2021 Grantor Retained Annuity Trust and 61,79789,697 shares of our common stock held by the Anthony M. Jabbour Living Trust.

4.3.Includes 154,895 shares of our common stock held by the Kirk Larsen Revocable Trust.

5.4.Includes 5,605 shares of our common stock held by the Otting Family Trust.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table provides information as of December 31, 20202021 about our common stock which may be issued under our equity compensation plans:

 

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Plan CategoryNumber of Securities
Securities to be Issued
Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)		Weighted Average
Exercise Price
of Outstanding
Options, Warrants
and Rights (a)

Weighted

Average
Exercise Price

of Outstanding
Options,
Warrants and
Rights (b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(c)1

Equity compensation plans

approved by security holders

—

—

7,048,904

6,713,118 

Equity compensation plans not

approved by security holders

—

—

—

Total——7,048,9046,713,118

 

1.In addition to being available for future issuance upon exercise of options and stock appreciation rights, under the Omnibus Incentive Plan, shares of our common stock may be issued in connection with awards of restricted stock, restricted stock units, performance shares, performance units or other equity-based awards.

81Black Knight, Inc.

 

CERTAIN RELATIONSHIPS AND

RELATED PERSON TRANSACTIONS

 

 

Investment in Dun & Bradstreet Holdings, Inc. and Related Agreements

 

On February 8, 2019, an investment consortium completed the acquisitionAs of TheDecember 31, 2021, we held a 12.8% ownership interest in Dun & Bradstreet Corporation (the Holdings, Inc. (DNB Take-Private Transaction). We invested $375.0 million as part of this transaction for an economic ownership in DNB of approximately 18% through our limited partnership interest in Star Parent, L.P., the parent of DNB. Following the DNB Take-Private Transaction, DNB was a privately held company. Concurrent with the closing of this transaction, and our Chairman William P. Foley, II began serving as Chairman of DNB, and our Chief Executive Officer Anthony M. Jabbour also began servingserves as CEO and a director of DNB. FourIn addition, our Chairman Emeritus William P. Foley, II also serves as Executive Chairman of DNB. In addition, two of our other directors, including Mr. FoleyHagerty and Mr. Jabbour,Rao, also serve on the board of directors of DNB. Subsequently, on July 1, 2019, we invested an additional $17.6As of December 31, 2021, DNB’s closing share price was $20.49 and the fair value of our investment in DNB was $1,123.9 million in Star Parent in exchange for our pro-rata share of additional limited partner interests issued by Star Parent related to DNB’s acquisition of Lattice Engines, Inc.before tax.

 

On July 6, 2020,February 15, 2022 we entered into an agreement with THL and Cannae Holdings, Inc. (Cannae) pursuant to which we exchanged 36,376,360 shares of DNB closed itscommon stock as partial consideration for THL’s and Cannae’s minority interests in our subsidiary Optimal Blue Holdings, LLC (Optimal Blue). For additional information on this transaction, see “Purchase of Minority Interests in Optimal Blue” below. As a result of this transaction, our ownership of DNB common stock was reduced to 18,473,610 shares or 4.3%.

DNB Letter Agreement

In connection with DNB’s initial public offering (the DNB IPO) and we invested $100.0 million in DNB through a private placement. In connection with the closing of the DNB IPO and the DNB private placement, our limited partner interests in Star Parent, L.P. were exchanged for 54.8 million shares of DNB common stock (the “DNB Investment”), which represented ownership of 13.0% of DNB as of December 31, 2020. As of December 31,July 2020, DNB’s closing share price was $24.90 and the fair value of our investment in DNB was $1,365.8 million before tax.

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DNB Letter Agreement

In connection with the DNB IPO, we entered into a letter agreement with the other members of the investment consortium, including Bilcar, LLC, Cannae and THL. Pursuant to the letter agreement, we have agreed for a period of three years to vote all of our shares as a group in all matters related to the election of directors, including to elect five individuals to the DNB board of directors, including Messrs. Foley, Chu, Massey, Hagerty and Rao.Rao, as well as DNB directors Chinh Chu and Richard Massey.

 

Registration Rights Agreement

In connection with the DNB IPO, we entered into a registration rights agreement with DNB and the other members of the investment consortium, including Bilcar, LLC, Cannae and THL. Pursuant to the registration rights agreement, we have the right to demand that DNB register the DNB shares of common stock that we own. The registration rights agreement also provides piggyback registration rights, subject to certain exceptions.

 

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Investment

 

Purchase of Minority Interests in Optimal Blue

On July 26, 2020,February 15, 2022, we entered into a definitive equity purchase agreement with affiliates of private equity firm GTCR, LLC, to purchase Optimal Blue, LLC and certain affiliates (Optimal Blue), a leading provider of secondary market solutions and actionable data services. We also entered into forward purchase agreements with Cannae and affiliates of THL (collectively, the FPAs), whereby Cannae and affiliates of THL agreed to each acquire 20% of the equity interests of a newly formed entity, Optimal Blue Holdco, LLC (Optimal Blue Holdco), for a purchase price of $289.0 million. Optimal Blue Holdco was formed for the purpose of acquiring Optimal Blue and certain affiliates.

On September 15, 2020, we completed the transactions contemplated by the equity purchase agreementPurchase Agreement and completed the acquisition of all of the issued and outstanding equity interests of our Optimal Blue. InBlue subsidiary owned by Cannae and certain investment entities affiliated with THL (the Optimal Blue Transaction), in exchange for aggregate consideration of $433,500,000 in cash, funded with borrowings under our revolving credit facility and 36,376,360 shares of DNB common stock owned by Black Knight. The aggregate consideration and number of shares of DNB common stock paid to Cannae and THL in connection with the acquisitionTransaction was based on the 20-day VWAP trading price of DNB for the period ending on February 14, 2022. Following the consummation of the Transaction, Black Knight indirectly owns 100% of the issued and outstanding Class A Units of Optimal Blue we contributed $762.0 million in cash and our Compass Analytics businessHoldco. Pursuant to authority delegated by the board of directors, the Optimal Blue Holdco.Transaction was considered and approved by a Special Committee of independent directors composed of Joseph M. Otting, David K. Hunt and Nancy L. Shanik.

Other Agreements with Dun & Bradstreet

In June 2021, we entered into a five-year agreement with DNB to provide certain products and data over the term of the agreement, as well as professional services, for an aggregate fee of approximately $34 million over the term of the agreement. For the year ended December 31, 2021, we recognized revenues of $2.9 million. As of December 31, 2020, we own 60% of Optimal Blue Holdco, and Cannae and THL each own 20% of Optimal Blue Holdco.2021, related party deferred revenues related to this agreement were $7.6 million.

 

Trasimene Services Agreement In June 2021, we also entered into an agreement with Dun & Bradstreet for access to certain of their data assets for an aggregate fee of approximately $24 million over the term of the agreement. In addition, we will jointly market certain solutions and data. Related party prepaid fees related to this agreement were $2.3 million as of December 31, 2021. For the year ended December 31, 2021, we recognized expenses of $2.3 million related to this agreement.

Other Agreements

During the year ended December 31, 2020, we entered into a non-exclusive advisory services agreement (the Services Agreement) with Trasimene Capital Management, LLC (Trasimene) for services that may include evaluating, negotiating and closing various acquisition, financing and strategic corporate transactions. Transaction fees for services provided are primarily based on the size of the transaction and do not exceed market rates. Trasimene is considered a related party for periods prior to June 16, 2021 because Mr. Foley, who served as our Chairman Mr. Foleyof the Board until that date, owns a controlling interest in Trasimene. During the year ended December 31, 2020,2021, we paid Trasimene fees of $8.3$2.5 million under the Services Agreement primarily related to our acquisition of Optimal Blue.2021 acquisitions.

 

Audit Committee Approval

 

Our audit committee has reviewed and approved each of the transactions described above in accordance with the terms of our Code of Conduct related to the approval of related party transactions.

  

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Review, Approval or Ratification of Transactions with Related Persons

Pursuant to our codes of ethics, a “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with our interests, and can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Anything that would present a conflict for a director, officer or employee would also likely present a conflict if it is related to amember of his or her family. Our code of ethics states that clear conflict of interest situations involving directors, executive officers and otheremployees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified belowmay include the following:

 

Any significant ownership interest in any supplier or customer;

Any consulting or employment relationship with any client, supplier or competitor; and

Selling anything to us or buying anything from us, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

 

It is our policy to review all relationships and transactions in which we and our directors or executive officers (or their immediate family members) are participants in order to determine whether the director or officer in question has or may have a direct or indirect material interest. Our Chief Compliance Officer, together with our legal staff, is primarily responsible for developing and implementing procedures to obtain the necessary information from our directors and officers regarding transactions to/from related persons. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest must be discussed promptly with our Chief Compliance Officer. The Chief Compliance Officer, together with our legal staff, then reviews the transaction or relationship, and considers the material terms of the transaction or relationship, including the importance of the transaction or relationship to us, the nature of the related person’s interest in the transaction or relationship, whether the transaction or relationship would likely impair the judgment of a director or executive officer to act in our best interest, and any other factors such officer deems appropriate. After reviewing the facts and circumstances of each transaction, the Chief Compliance Officer, with assistance from the legal staff, determines whether the director or officer in question has a direct or indirect material interest in the transaction and whether or not to approve the transaction in question.

 

With respect to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer,principal accounting officer, our codes of ethics require that each such officer must:

 

Discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with our General Counsel;

In the case of our Chief Financial Officer and Chief Accounting Officer,principal accounting officer, obtain the prior written approval of our General Counsel for all material transactions or relationships that could reasonably be expected to give rise to a conflict of interest; and

In the case of our Chief Executive Officer, obtain the prior written approval of the audit committee for all material transactions that could reasonably be expected to give rise to a conflict of interest.

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In the case of any material transactions or relationships involving our Chief Financial Officer or our Chief Accounting Officer,principal accounting officer, the General Counsel must submit a list of any approved material transactions semiannually to the audit committee for its review.

 

Under SEC rules, certain transactions in which we are or will be a participant and in which our directors, executive officers, certain shareholders and certain other related persons had or will have a direct or indirect material interest are required to be disclosed in this related person transactions section of our proxy statement. In addition to the procedures above, our audit committee reviews and approves or ratifies any such transactions that are required to be disclosed. The committee makes these decisions based on its consideration of all relevant factors. The review may be before or after the commencement of the transaction.

 

If a transaction is reviewed and not approved or ratified, the committee may recommend a course of action to be taken.

 

SHAREHOLDER PROPOSALS

AND NOMINATIONS 

 

Any proposal that a shareholder wishes to be considered for inclusion in the proxy and proxy statement relating to the Annual Meeting of Shareholders to be held in 20222023 must be received by the Company no later than December 29, 2021.2022. Any other proposal or director nomination that a shareholder wishes to bring before the 20222023 Annual Meeting of Shareholders without inclusion of such proposalmatter in the Company’s proxy materials must also be received by the Company no later than December 29, 2021.2022. All proposals must comply with the applicable requirements or conditions established by the SEC and the Company’s bylaws, which requires among other things, certain information to be provided in connection with the submission of shareholder proposals. All proposals must be directed to the Corporate Secretary of the Company at 601 Riverside Avenue, Jacksonville, Florida 32204. The persons designated as proxies by the Company in connection with the 20222023 Annual Meeting of Shareholders will have discretionary voting authority with respect to any shareholder proposal for which the Company does not receive timely notice.

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OTHER MATTERS

 

 

The Company knows of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, the enclosed proxy card confers discretionary authority on the persons named in the enclosed proxy card to vote as they deem appropriate on such matters. It is the intention of the persons named in the enclosed proxy card to vote the shares in accordance with their best judgment.

 

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AVAILABLE INFORMATION

 

 

The Company files Annual Reports on Form 10-K with the SEC. A copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 (except for certain exhibits thereto), including our audited financial statements and financial statement schedules, may be obtained, free of charge, upon written request by any shareholder to Black Knight, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attention: Investor Relations. Copies of all exhibits to the Annual Report on Form 10-K are available upon a similar request, subject to reimbursing the Company for its expenses in supplying any exhibit.

 

By Order of the Board of Directors

 

  

 

Anthony M. Jabbour

Chairman and Chief Executive Officer

 

Dated: April 28, 20212022

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APPENDIX A

 

Non-GAAP Financial Measures

 

This proxy statement contains non-GAAP financial measures, including Adjusted revenues, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings and Adjusted EPS. These are important financial measures for us, but are not financial measures as defined by generally accepted accounting principles (GAAP)(GAAP). The presentation of this financial information is not intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

 

We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe these measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making, including determining a portion of executive compensation. We also present these non-GAAP financial measures because we believe investors, analysts and rating agencies consider them useful in measuring our ability to meet our debt service obligations. By disclosing these non-GAAP financial measures, we believe we offer investors a greater understanding of, and an enhanced level of transparency into, the means by which our management operates the company.

 

These non-GAAP financial measures are not measures presented in accordance with GAAP, and our use of these terms may vary from that of others in our industry. These non-GAAP financial measures should not be considered as an alternative to revenues, net earnings, net earnings per share, net earnings margin or any other measures derived in accordance with GAAP as measures of operating performance or liquidity. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are presented in the attached schedules.

 

BLACK KNIGHT, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures (In millions) (Unaudited)

 

Reconciliation of Revenues to Adjusted Revenues
 2020 2019
Revenues$1,238.5 $1,177.2
Deferred revenue purchase accounting adjustment0.4 0.5
Adjusted revenues$1,238.9 $1,177.7
Reconciliation of Revenues to Adjusted Revenues and Organic Revenue Growth

 20212020
 As
reported		As
reported

Pre-
acquisition
Revenues 

Adjusted
base
Revenues		Organic
revenue
growth
Revenues$1,475.2$1,238.5   
Deferred revenue purchase accounting adjustment—0.4   
Adjusted revenues$1,475.2$1,238.9$100.0$1,338.910%

 

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Reconciliation of Net Earnings to Adjusted EBITDA
 2020 2019
Net earnings$264.1 $108.8
Depreciation and amortization270.7 236.2
Interest expense, net62.9 63.5
Income tax expense41.6 41.9
Other (income) expense, net(16.4) 1.4
Equity in (earnings) losses of unconsolidated affiliates, net of tax(62.1) 74.0
Gain on sale of investment in unconsolidated affiliate, net of tax(5.0) —
Net losses attributable to redeemable noncontrolling interests(18.3) —
    
EBITDA537.5 525.8
Deferred revenue purchase accounting adjustment0.4 0.5
Equity-based compensation40.6 51.7
Debt and/or equity offering expenses0.1 —
Acquisition-related costs26.1 3.8
Expense reduction initiatives5.2 1.6
Adjusted EBITDA$609.9 $583.4
    
Net earnings margin19.8% 9.2%
Adjusted EBITDA margin49.2% 49.5%

 2021 2020
Net earnings attributable to Black Knight$207.9 $264.1
Depreciation and amortization365.0 270.7
Interest expense, net83.6 62.9
Income tax expense35.7 41.6
Other expense (income), net6.4 (16.4)
Equity in earnings of unconsolidated affiliates, net of tax(2.6) (62.1)
Gain on sale of investment in unconsolidated affiliate, net of tax— (5.0)
Net losses attributable to redeemable noncontrolling interests(28.0) (18.3)
EBITDA668.0 537.5
Deferred revenue purchase accounting adjustment— 0.4
Equity-based compensation42.9 40.6
Debt and/or equity offering expenses— 0.1
Acquisition-related costs8.0 26.1
Expense reduction initiatives5.3 5.2
Adjusted EBITDA$724.2 $609.9
Net earnings margin12.2% 19.8%
Adjusted EBITDA margin49.1% 49.2%

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BLACK KNIGHT, INC.

 

Reconciliation of GAAP to Non-GAAP Financial Measures


(In millions, except per share data) (Unaudited)

Reconciliation of Net Earnings to Adjusted Net Earnings
 2020 2019
Net earnings attributable to Black Knight$264.1 $108.8
Equity in (earnings) losses of unconsolidated affiliates, net of tax(62.1) 74.0
Gain on sale of investment in unconsolidated affiliate, net of tax(5.0) —
Depreciation and amortization purchase accounting adjustment135.4 97.4
Deferred revenue purchase accounting adjustment0.4 0.5
Equity-based compensation40.6 51.7
Debt and/or equity offering expenses0.1 —
Acquisition-related costs26.1 3.8
Expense reduction initiatives5.2 1.6
Legal matters(16.2) 1.5
Income tax expense adjustment(43.9) (43.9)
Redeemable noncontrolling interests adjustment(22.4) —
Adjusted net earnings$322.3 $295.4
    
Adjusted EPS$2.11 $1.99
Weighted average shares outstanding, diluted152.9 148.6

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Reconciliation of Net Earnings to Adjusted Net Earnings

 2021 2020
Net earnings attributable to Black Knight$207.9 $264.1
Equity in earnings of unconsolidated affiliates, net of tax(2.6) (62.1)
Gain on sale of investment in unconsolidated affiliate, net of tax— (5.0)
Depreciation and amortization purchase accounting adjustment219.0 135.4
Deferred revenue purchase accounting adjustment— 0.4
Equity-based compensation42.9 40.6
Debt and/or equity offering expenses2.3 0.1
Acquisition-related costs8.0 26.1
Expense reduction initiatives5.3 5.2
Legal matters4.2 (16.2)
Income tax expense adjustment(67.4) (43.9)
Redeemable noncontrolling interests adjustment(48.1) (22.4)
Adjusted net earnings$371.5 $322.3
    
Adjusted EPS$2.38 $2.11
Weighted average shares outstanding, diluted155.8 152.9

  

 

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Nominees: 01) Anthony M. Jabbour 02) Catherine L. (Katie) Burke 03) Thomas M. Hagerty 04) David K. Hunt 4. Selection, on a non-binding advisory basis, of the frequency (annual or "1 Year," biennial or "2 Years," triennial or "3 Years") with which we solicit future non-binding advisory votes on the compensation paid to our named executive officers. 5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year. The Board of Directors recommends you vote FOR proposals 2, 3 and 5 and 1 Year on proposal 4. 3. Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. 2. Approval of a proposal that the board of directors amend the Company's bylaws to adopt "proxy access" rights. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. 1. Election of eight directors to serve until the 2023 annual meeting of shareholders: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. BLACK KNIGHT, INC. The Board of Directors recommends you vote FOR ALL for proposal 1. 05) Joseph M. Otting 06) Ganesh B. Rao 07) John D. Rood 08) Nancy L. Shanik For Against Abstain For Against Abstain ! ! ! D84806-P72697 ! ! ! For All Withhold All For All Except ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. BLACK KNIGHT, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 ! ! ! ! 3 Years 1 Year 2 Years Abstain VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com BLACK KNIGHT, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 15, 2021.14, 2022. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BKI2021BKI2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 15, 2021.14, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D53122-P54697 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY BLACK KNIGHT, INC.For Withhold For All The Board of Directors recommends you vote FOR ALLAllAllExcept for proposal 1. 1. Election of seven directors to serve until the 2022 annual meeting of shareholders: Nominees: To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !!! William P. Foley, II05) Joseph M. Otting Anthony M. Jabbour06) John D. Rood Catherine L. (Katie) Burke07) Nancy L. Shanik Thomas M. Hagerty The Board of Directors recommends you vote FOR proposals 2 and 3.For Against Abstain 2.Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. 3.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year. !!! !!! NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Datew

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Black Knight, Inc. Meeting Information 2021 Annual Meeting of Shareholders June 16, 2021 11:00 a.m. Eastern Time www.virtualshareholdermeeting.com/BKI2021D84807-P72697 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D53123-P54697Black Knight, Inc. Meeting Information 2022 Annual Meeting of Shareholders June 15, 2022 11:00 a.m. Eastern Time www.virtualshareholdermeeting.com/BKI2022 BLACK KNIGHT, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BLACK KNIGHT, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 16, 202115, 2022 The undersigned hereby appoints the Chief Executive Officer and Corporate Secretary of Black Knight, Inc. (Black Knight), and each of them, as Proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of Black Knight common stock held of record by the undersigned as of April 19, 2021,18, 2022, at the Annual Meeting of Shareholders to be held at 11:00 a.m., Eastern Time, or any adjournment or postponement thereof. The meeting will be held virtually at www.virtualshareholdermeeting.com/BKI2021.BKI2022. For shares voted by mail, this instruction and proxy card is to be returned to the tabulation agent (Black Knight, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717). THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Continued and to be signed on reverse side