SECURITIES AND EXCHANGE COMMISSION
Clarivate2024 Proxy Statement | |
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
to be held
Thursday, July 27, 2023
To Our Shareholders:
The
meeting. Your vote is very important to us. We are holding this General Meetingurge you to allow our shareholdersread the accompanying materials regarding the matters to be voted on at the meeting and submit your voting instructions by proxy. The Board of Directors recommends that you vote on“FOR” each Director nominee included in Proposal 1 and “FOR” Proposals 2 and 3 as listed in the following topics:
The text of the special resolutions for the Open-Market Share Repurchase Proposal is set forth below.
Onlyattached notice.
| Clarivate2024 Proxy Statement | |
| Date Tuesday, May 7, 2024 | | | | Place 70 St. Mary Axe London EC3A 8BE, United Kingdom | |
| Time 1:00 p.m. BST/8:00 a.m. EDT | | | | Record Date March 8, 2024 | |
| Availability of Materials The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2023 are available at http://ir.clarivate.com. | | ||||
| Webcast Attendees (Listen Only) https://bit.ly/Clarivate_2024_AGM or https://teams.microsoft.com/l/meetup- join/19%3ameeting_ZTM0YzY3MzYtYjY2Mi00ZGJkLWE3YTktMTIyODdlYzg4MDE0%40thread.v2/0? context=%7B%22Tid%22%3A%22127fa96e-00b4-429e-95f9-72c2828437a4%22%2C%22Oid%22% 3A%223dabab15-2607-483d-be4b-0921b13a7368%22%2C%22IsBroadcastMeeting%22%3Atrue% 2C%22role%22%3A%22a%22%7D&btype=a&role=a | |
| Internet | | | | | | | Online at www.proxyvote.com | | |
| QR Code | | | | | | | Scan this QR code (note: additional software may be required) | | |
| | | | | | | Scan a pdf copy of the original voted proxy card and submit via email to AGM2024@clarivate.com | | ||
| | | | | | | Mail your completed and signed proxy card in the postage-paid envelope provided to Vote Processing, c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717 | | ||
| In Person | | | | | | | Vote in person at the Annual General Meeting (see How You Can Vote below for further information) | |
| Clarivate2024 Proxy Statement | |
| Proposal 1 | | | | RESOLVED, that each of Andrew Snyder, Jonathan Gear, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama N. Cortas, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Richard W. Roedel and Saurabh Saha be re-elected to serve as a director of the Company, and that Suzanne Heywood be elected to serve as a director of the Company, until the 2025 Annual General Meeting, or until his or her successor is duly elected and qualified, and further RESOLVED, that in the event that any of the above nominees should become unavailable prior to the Annual General Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, at its discretion. | |
| Proposal 2 | | | | RESOLVED, that the shareholders of the Company hereby approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement. | |
| Proposal 3 | | | | RESOLVED, that the shareholders of the Company hereby ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2024 on a non-binding and advisory basis. | |
ANNUAL GENERAL MEETING TO BE HELD ON JULY 27, 2023MAY 7, 2024
We will deliver
Any shareholder who is entitled to vote at the General Meeting is entitled to appoint one or more proxies to attend and vote instead
TEXT OF PROPOSED RESOLUTIONS
Text of Resolutions for the Open-Market Share Repurchase Proposal
RESOLVED AS A SPECIAL RESOLUTION, that the Company is hereby authorized to conduct open-market purchases of its ordinary shares from time to time as approved by the Board of Directors; provided that (i) this purchase authority shall extend from July 27, 2023 to July 26, 2028, inclusive; (ii) the price per ordinary share (exclusive of brokerage fees and commissions) paid by the Company to repurchase ordinary shares pursuant to this resolution shall not be less than $1.00 per share nor in excess of $35.00 per share; and (iii) the Company shall not purchase more than 100,000,000 ordinary shares pursuant to this resolution (without giving effect to purchases pursuant to any other resolution); and further
RESOLVED, that, subject to Article 57(7) of the Companies (Jersey) Law 1991, any ordinary shares that the Company purchases pursuant to the foregoing resolution may be held by it as treasury shares, and may, at the Company’s option, be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them.
BY ORDERDirectors,
| Clarivate2024 Proxy Statement | |
Jaspal Chahal
Chief Legal Officer and General Counsel
[ ], 2023
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PROXY STATEMENT
| Clarivate2024 Proxy Statement | |
Event address for webcast attendees: https://bit.ly/Clarivate_2024_AGM or https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZTM0YzY3MzYtYjY2Mi00ZGJkLWE3YTkt MTIyODdlYzg4MDE0%40thread.v2/0?context=%7B%22Tid%22%3A%22127fa96e-00b4-429e-95f9-72 c2828437a4%22%2C%22Oid%22%3A%223dabab15-2607-483d-be4b-0921b13a7368%22%2C%22 IsBroadcastMeeting%22%3Atrue%2C%22role%22%3A%22a%22%7D&btype=a&role=a Purpose of |
This Proxy Statement and the accompanying formAnnual General Meeting
References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “Clarivate” refer to Clarivate Plc.
Appointment of Proxy Holders
The Board of Directors of Clarivate (the “Board of Directors” or “Board”) asks you to appoint the following individuals as your proxy holders to vote your shares at the General Meeting of Shareholders:
Andrew Snyder
Non-Executive Chairman
Jonathan Gear
Chief Executive Officer
Jonathan Collins
Executive Vice President and Chief Financial Officer
Jaspal Chahal
Chief Legal Officer and General Counsel
You may make this appointment by using one of the methods described below. If appointed by you, the proxy holders will vote your shares as you direct on the mattersitems described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.
Unless you otherwise indicate on the Proxy Card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and that, under our Articles of Association, may be properly presented for action at the General Meeting. If you do not wish to appoint Messrs. Snyder, Gear, and Collins and Ms. Chahal as your proxies, you need not do so. Any shareholder who is entitled to vote at the General Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. A proxy need not be a shareholder. Any such appointment must be submitted to the Company in accordance with its Articles of Association.
Who Can Vote
Only shareholders who owned our ordinary shares at the close of business on June 22, 2023 – the “Record Date” for the General Meeting – can vote at the General Meeting.
Each holder of our ordinary shares is entitled to one vote for each share held as of the Record Date. As of the close of business on the Record Date, we had [ ] ordinary shares outstanding and entitled to vote.
How You Can Vote
You may vote your shares at the General Meeting by proxy, as described below. If your shares are held in the name of a bank or broker, voting by proxy will depend on the processes of the bank or broker, and you should follow the voting instructions on the form you receive from your bank or broker.
Voting by Proxy. Shareholders of record may appoint a proxy by signing, dating, and returning the Proxy Card in the enclosed postage-paid return envelope or by email, or by following the instructions for internet voting provided on the Proxy Card. Carefully review and follow the instructions on the enclosed Proxy Card. The shares represented will be voted in accordance with the directions in the Proxy Card.
✔ |
✔ |
✔ |
A form of proxy different from the Proxy Card may be submitted to the Company in the manner contemplated by the Articles of Association.
Voting at the General Meeting. Each shareholder of record has the opportunity to vote in person at the General Meeting. If your shares are not registered in your name (for instance, if you hold shares through a broker, bank, or other institution), please advise the shareholder of record that you wish to attend; that firm will then provide you with evidence of ownership that will be required for admission to the General Meeting.
Revocation of Proxies
Shareholders can revoke their proxies at any time before they are exercised in any of the following ways:
Quorum
A quorum, which is shareholders holding in aggregate not less than a simple majority of all ordinary shares outstanding present in person or by proxy and entitled to vote (provided there are present in person at least two shareholders entitled to vote), must be present to hold the General Meeting. A quorum is calculated based on the number of shares represented by the shareholders attending in person and by their proxy holders. If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on any given proposal. “Broker non-votes” (see “Required Vote” below) will be counted as ordinary shares that are present for the purpose of determining the presence of a quorum but will have no effect withWith respect to any matter for which a broker does not have authority to vote.
Required Vote
The Open-Market Share Repurchase each of
Please note that “vote cast” means a vote “
FOR” or “AGAINST” a proposal. An abstention, or “ABSTAIN” vote, is not a “vote cast” and will not factor into whether a | Clarivate2024 Proxy Statement | |
| Via the Internet: | | | Go to www.proxyvote.com to vote via the Internet using the 16-digit control number you were provided on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website. You must register your vote over the internet no later than 11:59 p.m. Eastern time on May 3, 2024. | |
| By QR code: | | | Scan the QR code located on your proxy card or Notice of Internet Availability to access www.proxyvote.com and vote your shares online. Additional software may be required for scanning. You must register your vote online no later than 11:59 p.m. Eastern time on May 3, 2024. | |
| By email: | | | A scanned PDF copy of your original completed and signed proxy card may be sent via email to AGM2024@clarivate.com. A proxy card sent to us by email must be received no later than 11:59 p.m. Eastern time on May 3, 2024. | |
| By mail: | | | If you received a paper copy in the mail of the Proxy Materials and a proxy card, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. Please mail your proxy card in the enclosed pre-paid return envelope no later than April 19, 2024 in order for us to receive your proxy card by the May 3, 2024 deadline. | |
| In person | | | Registered shareholders may vote in person at the Annual General Meeting. | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
Proposal | | | Vote required | | | Voting options | | | Impact of “abstain” or broker non- votes | | | Broker discretionary voting allowed | |
Proposal 1 Election of Directors | | | a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy | | | “FOR” “AGAINST” “ABSTAIN” | | | None(1) | | | No(2) | |
Proposal 2 Advisory approval of executive compensation or “say on pay” | | | a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy | | | “FOR” “AGAINST” “ABSTAIN” | | | None(1) | | | No(2) | |
Proposal 3 Ratification of appointment of independent registered public accountants | | | a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy | | | “FOR” “AGAINST” “ABSTAIN” | | | None(1) | | | Yes(3) | |
| Clarivate2024 Proxy Statement | |
Shareholders Who Share an Address
Multiple Clarivate shareholders who share an address may receive only one copy of this Proxy Statement, unless the shareholder gives instructions to the contrary. We will deliver promptly a separate copy of this Proxy Statement to any Clarivate shareholder who resides at a shared address and to which a single copy of the Proxy Statement was delivered if the shareholder makes a request by contacting the Secretary at:
Clarivate Plc
70 St. Mary Axe
London EC3 8BA
United Kingdom
(or by telephone: +44 207 4334000)
Multiple shareholders who share a single address and who receive multiple copies of the Proxy Statement and who wish to receive a single copy at that address in the future will need to contact their bank, broker, or other nominee.
Forward-Looking Statements
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
Background 1: ELECTION OF DIRECTORS
As a company incorporated in Jersey, Channel Islands and subjectNominees
On May 7, 2020, a special resolution was passed giving authorityrecommended to the CompanyBoard, and the Board approved, that each be recommended to conduct open-market purchasesshareholders for appointment to serve for a one-year term. If any of its ordinary shares from timethe nominees becomes unavailable prior to time, as approvedthe Annual General Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of Directors, provided that (i)directors to constitute the authority extended from May 7, 2020 to May 6, 2025, inclusive; (ii) the price per ordinary share (exclusive of brokerage feesentire Board, in its discretion. Usama N. Cortas and commissions) paid by the CompanyAdam T. Levyn have been nominated pursuant to the authority not be less than $10 per share norCompany’s obligations under the Investor Rights Agreement dated October 1, 2020, entered into in excessconnection with the Company’s acquisition of $150 per share;CPA Global.
Name and Principal Occupation | | | Age* | | | Director Since | | | Independent | | | AC | | | HRCC | | | NGC | | | RSC | |
Andrew Snyder Chief Executive Officer, Cambridge Information Group | | | 53 | | | 2021 | | | ✔ | | | | | | | | | M | | | | |
Jonathan Gear Chief Executive Officer, Clarivate Plc | | | 53 | | | 2022 | | | | | | | | | | | | | | | | |
Valeria Alberola Chief Executive Officer, ZOMALAB | | | 52 | | | 2021 | | | ✔ | | | M,F | | | M | | | | | | | |
Michael Angelakis Chairman and Chief Executive Officer, Atairos | | | 59 | | | 2021 | | | ✔ | | | | | | | | | M | | | | |
Jane Okun Bomba President, Saddle Ridge Consulting | | | 61 | | | 2020 | | | ✔ | | | | | | C | | | | | | | |
Usama N. Cortas Partner, Leonard Green & Partners, L.P. | | | 46 | | | 2020 | | | ✔ | | | | | | M | | | M | | | | |
Suzanne Heywood Chief Operating Officer, Exor N.V. | | | 55 | | | — | | | ✔ | | | | | | | | | | | | | |
Adam T. Levyn Partner, Leonard Green & Partners, L.P. | | | 40 | | | 2020 | | | ✔ | | | | | | | | | | | | M | |
Anthony Munk Vice Chairman, Onex Corporation | | | 63 | | | 2019 | | | ✔ | | | M,F | | | | | | | | | | |
| Clarivate2024 Proxy Statement | |
Name and Principal Occupation | | | Age* | | | Director Since | | | Independent | | | AC | | | HRCC | | | NGC | | | RSC | |
Wendell Pritchett Riepe Presidential Professor of Law and Education, University of Pennsylvania | | | 59 | | | 2022 | | | ✔ | | | | | | | | | C | | | M | |
Richard W. Roedel Retired CEO and Chairman, BDO Seidman LLP | | | 74 | | | 2020 | | | ✔ | | | C,F | | | | | | | | | C | |
Saurabh Saha Chief Executive Officer, Centessa Pharmaceuticals | | | 47 | | | 2023 | | | ✔ | | | | | | M | | | | | | M | |
| Member | | | Chair | | | AC Financial Expert | |
| M | | | C | | | F | |
As previously disclosed, the Company has made significant progress towards its target leverage range and is now seeking to resume its share repurchase program in order to increase shareholder returns. The Board of Directors has determined it is in the best interestserve as director of the Company, and its shareholdersthat Suzanne Heywood be elected to update its share repurchase authorityserve as a director of the Company, until the 2025 Annual General Meeting, or until his or her successor is duly elected and qualified, and further
The Company is seeking shareholder approval to permit it to conduct open-market repurchases of its ordinary shares from time to time as approvedbe voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of Directors (including through Rule 10b5-1 trading plans or throughdirectors to constitute the use of other techniques such as accelerated share repurchases), subject to the following terms and conditions:
|
| The | | |
Approval of the Open-Market Share Repurchase Proposal is not an approval of the specific amount or timing of any particular repurchase activity. The Board of Directors has approved a $500 million share repurchase program for repurchases from time to time through the end of December 31, 2024. Such repurchases may be effected through any method or program determined by the Board, including through Rule 10b5-1 trading plans or the use of other techniques such as accelerated share repurchases. However, there can be no assurance as to whether the Company will repurchase any of its shares or as to the amount of any such repurchases or the prices at which such repurchases may be made.
9
Vote Required
The CompanyA director will be authorized to conduct open-market share repurchasesre-elected or elected if approved by two-thirdsa simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.
Text
| Clarivate2024 Proxy Statement | |
the Securities Exchange Act of 1934 (the “Exchange Act”) and the related rules of the SEC, our shareholders have an opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (sometimes referred to herein as “NEOs”) as disclosed under the headings “Compensation Discussion and Analysis” (“CD&A”) and “Executive Compensation Tables” in this Proxy Statement.
| Clarivate2024 Proxy Statement | |
| | | | The Board unanimously recommends that you vote “FOR” the approval of the compensation of our Named Executive Officers, as disclosed in this Proxy Statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission | | |
| Clarivate2024 Proxy Statement | |
(In thousands) | | | 2023 | | | 2022 | | ||||||
Audit Fees | | | | $ | 8,857 | | | | | $ | 8,922 | | |
Audit-Related Fees | | | | | 94 | | | | | | — | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | 1 | | | | | | 1 | | |
Total | | | | $ | 8,952 | | | | | $ | 8,923 | | |
| Clarivate2024 Proxy Statement | |
| | | | The Board unanimously recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accountants | | |
| Clarivate2024 Proxy Statement | |
| | | Key Corporate Governance Documents The following materials are accessible through the Investor Relations section of our website at http://ir.clarivate.com: • Articles of Association • Corporate Governance Guidelines • Committee Charters • Code of Conduct | |
| • Annual election of directors • 100% independent Board committees • Active shareholder engagement by our CEO, CFO, and Investor Relations team • Regular executive sessions, where independent directors meet without management present • Director overboarding policy limiting service to three other public company boards; no Audit Committee member may simultaneously serve on the audit committee of more than two other public companies; and our CEO and executive officers may only serve on the board of one other public company | | | • Board takes active role in succession planning • 11 out of 12 director nominees are independent • Annual Board and committee self-evaluations are conducted • Active Board oversight of strategy, risk management and environmental, social and governance (“ESG”) matters • Robust director selection process resulting in a diverse and global Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure | |
| Clarivate2024 Proxy Statement | |
RESOLVED, that, subject to Article 57(7)subjects regarding which the Board or its committees consider risk oversight an inherent element. The Board of the Companies (Jersey) Law 1991, any ordinary sharesDirectors believes that the Company purchases pursuantleadership structure described above under “Board Leadership Structure” facilitates the Board’s
| Clarivate2024 Proxy Statement | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and accompanying footnotes present information relating to the beneficial ownership of our ordinary shares as of May 15, 2023 and show the number of shares and percentage of outstanding ordinary shares owned by:
| Andrew Snyder Director since 2021 Independent Non-Executive Board Chair Age: 53 Nominating and Governance Committee (Member) | | Specific expertise: Mr. Snyder was selected to Andy Snyder has been a member of our In addition to Clarivate, Mr. Snyder currently serves on the New York-Presbyterian Board of Trustees and the Board of Advisors of Penn Libraries. He formerly served on the boards of Shining Hope for Communities, Blucora, Inc., and The Browning School. | |
| Jonathan Gear Director since 2022 Chief Executive Officer Age: 53 | | Specific expertise: Mr. Gear was selected to serve on the Board of Directors due to his knowledge of the Company’s operations, strategy and customers as well as his experience as a seasoned technology executive. Jonathan Gear has served as our Chief Executive Officer since September 1, 2022 and a member of our board of directors | |
| Clarivate2024 Proxy Statement |
| Valeria Alberola Director since 2021 Independent Age: 52 Audit Committee (Member) Human Resources and | | | Specific expertise: Ms. Alberola was selected to serve on the Board of Directors due to her significant global experience in corporate finance, mergers and acquisitions, and operations. Valeria Alberola has been a member of our Board since May 2021. Ms. Alberola serves as the Chief Executive Officer of ZOMALAB and brings over 25 years of global experience in corporate finance, investment banking, sustainable investments, operations and strategic management consulting. Prior to joining ZOMALAB, she was the CFO of Bridge Education Group, a global education company, where she helped scale the organization to 10 locations in the U.S. and Latin America to serve over 3,000 students annually. Previously, she was a partner at Q Advisors, a San Francisco and Denver-based investment banking firm, where she executed private and public transactions, including mergers and acquisitions and debt and equity financings for technology and telecommunications clients globally. Prior to Q Advisors, Ms. Alberola was the Director of Business Development for VeloCom, a global telecommunications company, where she was involved in acquisition and capital raising activities. She was also a strategic management consultant with McKinsey & Company in Santiago, Chile, and an equity analyst with Citigroup in São Paulo, Brazil. Ms. Alberola received a B.S. in Economics and Business Administration from the Pontificia Universidad Católica de Chile and an M.B.A. from the Kellogg School of Management at Northwestern University, where she was a Fulbright scholar. Ms. Alberola is a founding board member of Endeavor Colorado and a partner of Colorado Thrives, a coalition of CEOs from some of Colorado’s largest companies. | |
| Michael Angelakis Director since 2021 Independent Age: 59 Nominating and Governance Committee (Member) | | | Specific expertise: Mr. Angelakis was selected to serve on the Board of Directors due to his significant experience in a variety of strategic financing transactions and investments in business and information services companies. Michael Angelakis has been a member of our Board since December 2021 and is the Chairman and Chief Executive Officer of Atairos. He also serves as a He is a member of the Board of Directors of ExxonMobil, Bowlero Corporation and TriNet Group, which are publicly listed companies. Previously, Mr. Angelakis was the Chairman of the Board for the Federal Reserve Bank of Philadelphia, a member of the Board of Directors of Duke Energy, Hewlett Packard Enterprises, Learfield College and Groupon Corporation, as well as a trustee of Babson College. | |
Amount and Nature of Beneficial Ownership | ||||||||
Beneficial Owner(1) | Number | Percent | ||||||
Five Percent Holders: | ||||||||
Leonard Green & Partners, L.P.(2) | 116,666,507 | 17.26 | ||||||
Clarkston Capital Partners, LLC (3) | 48,465,749 | 7.17 | ||||||
Generation Investment Management LLP(4) | 45,601,428 | 6.75 | ||||||
Onex(5) | 42,855,384 | 6.34 | ||||||
Castik Capital S.a.r.l.(6) | 38,089,963 | 5.64 | ||||||
Directors, Director Nominees and Executive Officers: | ||||||||
Jonathan Gear(7) | 157,718 | * | ||||||
Valeria Alberola(8) | 14,575 | * | ||||||
Michael Angelakis(9) | 12,272,348 | 1.82 | ||||||
Jane Okun Bomba(10) | 90,935 | * | ||||||
Jaspal Chahal(11) | 18,826 | * | ||||||
Jonathan Collins(12) | 157,462 | * | ||||||
Usama N. Cortas(13) | 116,666,507 | 17.26 | ||||||
Henry Levy | – | – | ||||||
Adam T. Levyn | – | – | ||||||
Anthony Munk | – | – | ||||||
Wendell Pritchett(14) | 7,591 | * | ||||||
Richard W. Roedel(15) | 75,937 | * | ||||||
Saurabh Saha | – | – | ||||||
Andrew Snyder(16) | 23,630,137 | 3.75 | ||||||
Gordon Samson(17) | 659,559 | * | ||||||
Steen Lomholt-Thomsen(18) | 97,038 | * | ||||||
Bar Veinstein | – | – | ||||||
Julie Wilson(19) | 44,756 | * | ||||||
All current directors and executive officers as a group (18 individuals)(20) | 153,893,389 | 22.77 |
Clarivate2024 Proxy Statement | |
Jane Okun Bomba Director since 2020 Independent Age: 61 Human Resources and Compensation Committee (Chair) | | | Specific expertise: Ms. Okun Bomba was selected to serve on the Jane Okun Bomba has been a member of our Board since May 2020. Ms. Okun Bomba also serves on the board of directors of Brightview Holdings, Inc. since April 2019 and previously served on the board of directors of Service Source International. Ms. Okun Bomba has served as President of Saddle Ridge Consulting since January 2018 and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and ESG. Previously, from 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd (previously IHS Inc.), most recently as Executive Vice President, Chief Administrative Officer, where she led 450 people in corporate functions including HR, Marketing, Communications, Sustainability and Investor Relations. Prior to IHS, she was a partner at Genesis, Inc. and headed investor relations at Velocom, MediaOne Group, and Northwest Airlines. She held various management positions in corporate finance at Northwest Airlines and American Airlines and was a CPA at PriceWaterhouse. Ms. Okun Bomba holds both a BGS and an MBA from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board director education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium. Ms. Okun Bomba is a member of the International Women’s Forum and the University of Michigan, Ross School of Business Advisory Board. | | |
| Usama N. Cortas Director since 2020 Independent Age: 46 Human Resources and Compensation Committee (Member) Nominating and Governance Committee (Member) | | | Specific expertise: Mr. Cortas was selected to serve on the Board of Directors due to his extensive experience in finance and in the Intellectual Property information services sector. Usama Cortas has been a member of our Board since October 2020 and is currently a Partner with Leonard Green & Partners, L.P. (“LGP”). Prior to joining LGP in 2003, Mr. Cortas worked in the Investment Banking Division of Morgan Stanley in their New York office from 2000 to 2003. He earned a Bachelor of Arts degree in Economics-Political Science from Columbia University. | |
| Clarivate2024 Proxy Statement | |
| Suzanne Heywood Independent Age: 55 | | | Specific expertise: Lady Heywood was selected to serve on the Board of Directors due to her extensive global experience in finance and strategic matters. Suzanne Heywood was nominated by the Board to stand for election at the Annual General Meeting. Lady Heywood currently serves as the Chief Operating Officer of Exor N.V, a global holding company listed in the |
Lady Heywood currently serves as Chair of | | ||||
| Adam T. Levyn Director since 2020 Independent Age: 40 Risk and Sustainability Committee (Member) | | | Specific expertise: Mr. Levyn was selected to serve on the Adam Levyn has been a member of | |
| Anthony Munk Director since 2019 Independent Age: 63 Audit Committee (Member) | | | Specific expertise: Mr. Munk was selected to serve on the Board of Directors due to his significant experience in a variety of strategic and financing transactions. Anthony Munk has been a member of the Company’s Board since May 2019. He served as our Lead Independent Director from May 2020 to October 2022. Mr. Munk is Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital Mr. Munk currently also serves on the public company board of Emerald Holdings, Inc. Mr. Munk previously served on the public company boards of Jeld-Wen, Barrick Gold, RSI Home Products, and Cineplex Inc. | |
| Clarivate2024 Proxy Statement | |
| Wendell Pritchett, Ph.D. Director since 2022 Independent Age: 59 Nominating and Governance Committee (Chair) Risk and Sustainability Committee (Member) | | | Specific expertise: Dr. Pritchett was selected to serve on the Board of Directors due to his deep knowledge and experience in academia. Wendell Pritchett, Ph.D. has been a member of our Board since July 2022. Dr Pritchett is the Dr. Pritchett is a member of the public company board of Toll Brothers, Inc. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of Public Health Management Corporation, Philadelphia Foundation, LifePoint Health, Minerva University and Reinvestment Fund. | |
| Richard W. Roedel Director since 2020 Independent Age: 74 Audit Committee (Chair) Risk and Sustainability Committee (Chair) | | | Specific expertise: Mr. Roedel was selected to serve on the Board of Directors due to his significant finance, accounting and risk management experience. Richard W. Roedel has been a member of our Board since May 2020. Until 2000, Mr. Roedel was employed by BDO Seidman LLP, having been managing partner of Mr. Roedel also serves on the public company boards of directors of Brightview Holdings, Inc., LSB Industries, Inc. and Luna Innovations Incorporated. Mr. Roedel serves as Non-Executive Chairman of LSB and Luna Innovations. Mr. Roedel has previously served on the boards of Six Flags Entertainment, IHS Markit Ltd (previously IHS Inc.), Lorillard, Inc., Sealy Corporation, BrightPoint, Inc, Broadview Holdings, Inc., Dade Behring Holdings, Inc. and Take-Two Interactive Software, Inc. Mr. Roedel was formerly a member of the National Association of Corporate Directors Risk Oversight Advisory Council. Mr. Roedel was appointed to | |
| Clarivate2024 Proxy Statement | |
| Saurabh Saha, M.D. Ph.D. Director since 2023 Independent Age: 47 Human Resources and Compensation Committee (Member) Risk and Sustainability Committee (Member) | | | Specific expertise: Dr. Saha was selected to serve on the Board of Directors due to his significant experience and deep expertise in the areas of health and life sciences. Saurabh Saha, M.D. Ph.D. has been a member of our Board since May 2023. Dr. Saha brings over 20 years of experience in the health and life sciences field and has served as the |
Dr. Saha is currently a member of the | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
Name | | | Audit Committee | | | Nominating and Governance Committee | | | Human Resources and Compensation Committee | | | Risk and Sustainability Committee | |
Andrew Snyder(1) | | | | | | M | | | | | | | |
Valeria Alberola | | | M | | | | | | M | | | | |
Michael Angelakis | | | | | | M | | | | | | | |
Jane Okun Bomba | | | | | | | | | C | | | | |
Usama N. Cortas | | | | | | M | | | M | | | | |
Adam T. Levyn | | | | | | | | | | | | M | |
Anthony Munk | | | M | | | | | | | | | | |
Wendell Pritchett | | | | | | C | | | | | | M | |
Richard W. Roedel | | | C | | | | | | | | | C | |
Saurabh Saha | | | | | | | | | M | | | M | |
Number of Meetings | | | 5 | | | 5 | | | 7 | | | 5 | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
Director Compensation | | | Amount(1) ($) | | |||
Board of | | | | | 85,000 | | |
Board of Directors Annual RSU Grant | | | | | 165,000 | | |
Non-Executive Board Chair Annual Retainer | | | | | 120,000 | | |
Audit Committee Chair Annual Retainer | | | | | 30,000 | | |
Human Resources and | | | | | 30,000 | | |
Nominating and | | | | | 20,000 | | |
Risk and | | | | | 20,000 | | |
Clarivate2024 Proxy Statement | |
Name(1) | | | Fees Earned or Paid in Cash(2) ($) | | | Stock Awards(3) ($) | | | Total ($) | | |||||||||
Andrew Snyder | | | | | 205,000 | | | | | | 165,000 | | | | | | 370,000 | | |
Valeria Alberola | | | | | 85,000 | | | | | | 165,000 | | | | | | 250,000 | | |
Michael Angelakis | | | | | 85,000 | | | | | | 165,000 | | | | | | 250,000 | | |
Jane Okun Bomba | | | | | 115,000 | | | | | | 165,000 | | | | | | 280,000 | | |
Wendell Pritchett | | | | | 105,000 | | | | | | 165,000 | | | | | | 270,000 | | |
Richard W. Roedel | | | | | 130,111 | | | | | | 165,000 | | | | | | 295,111 | | |
Saurabh Saha | | | | | 56,044 | | | | | | 165,000 | | | | | | 221,044 | | |
Former Directors: | | | | | | | | | | | | | | | | | | | |
Sheryl von Blucher(4) | | | | | 26,139 | | | | | | — | | | | | | 26,139 | | |
Clarivate2024 Proxy Statement | |
| Age | | | Position | | ||
Jonathan Gear | | | 53 | | | Chief Executive Officer | |
Jonathan Collins | | | 44 | | | Executive Vice President & Chief Financial Officer | |
Henry Levy | | | 51 | | | President, Life Sciences & Healthcare | |
Melanie D. Margolin | | | 52 | | | Chief Legal Officer | |
Gordon Samson | | | 58 | | | President, Intellectual Property | |
Bar Veinstein | | | 51 | | | President, Academia & Government | |
Julie M. Wilson | | | 61 | | | Chief People Officer | |
Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| | | Clarivate Plc Ordinary Shares | | |||||||||
Name of Beneficial Owner(1) | | | Shares Beneficially Owned | | | % of Shares Beneficially Owned | | ||||||
Andrew Snyder(2) | | | | | 23,667,033 | | | | | | 3.54 | | |
Jonathan Gear(3) | | | | | 208,102 | | | | | | * | | |
Valeria Alberola(4) | | | | | 36,633 | | | | | | * | | |
Michael Angelakis(5) | | | | | 12,294,406 | | | | | | 1.84 | | |
Jane Okun Bomba(6) | | | | | 122,934 | | | | | | * | | |
Usama N. Cortas(7) | | | | | 116,666,507 | | | | | | 17.46 | | |
Adam T. Levyn | | | | | — | | | | | | — | | |
Anthony Munk | | | | | — | | | | | | — | | |
Wendell Pritchett(8) | | | | | 29,649 | | | | | | * | | |
Richard W. Roedel(9) | | | | | 109,658 | | | | | | * | | |
Saurabh Saha(10) | | | | | 22,058 | | | | | | * | | |
Jonathan Collins(11) | | | | | 121,776 | | | | | | * | | |
Michael Easton(12) | | | | | 70,849 | | | | | | * | | |
Henry Levy(13) | | | | | 111,546 | | | | | | * | | |
Gordon Samson(14) | | | | | 724,683 | | | | | | * | | |
Melanie D. Margolin(15) | | | | | 35,062 | | | | | | * | | |
Bar Veinstein(16) | | | | | 309,900 | | | | | | * | | |
Julie Wilson(17) | | | | | 92,449 | | | | | | * | | |
All current directors and executive officers as a group (18 individuals)(18) | | | | | 154,623,245 | | | | | | 23.14 | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| | | Clarivate Plc Ordinary Shares | | |||||||||
Name and Address of Beneficial Owner | | | Shares Beneficially Owned | | | % of Shares Beneficially Owned | | ||||||
Leonard Green & Partners, L.P.(1) | | | | | 116,666,507 | | | | | | 17.29 | | |
Clarkston Capital Partners, LLC(2) | | | | | 56,341,399 | | | | | | 8.49 | | |
Exor N.V.(3) | | | | | 63,855,293 | | | | | | 9.62 | | |
ONEX Corp.(4) | | | | | 42,855,384 | | | | | | 6.35 | | |
Castik Capital S.a.r.l.(5) | | | | | 38,089,963 | | | | | | 5.65 | | |
Impactive Capital LP(6) | | | | | 35,795,452 | | | | | | 5.39 | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| | | 2023 Results | | | 2022 Results | | ||||||
Net Loss attributable to ordinary shares | | | $(987)M | | | $(4,036)M | | ||||||
Adjusted EBITDA(2) | | | | $ | 1,117M | | | | | $ | 1,113M | | |
Adjusted EBITDA Margin(2) | | | | | 43% | | | | | | 42% | | |
Adjusted diluted EPS(2) | | | | $ | 0.82 | | | | | $ | 0.85 | | |
Revenue | | | | $ | 2,629M | | | | | $ | 2,660M | | |
Net cash provided by operating activities | | | | $ | 744M | | | | | $ | 509M | | |
Free Cash Flow(2) | | | | $ | 502M | | | | | $ | 306M | | |
Market Capitalization (for the years ended December 31, 2023 and 2022, respectively) | | | | $ | 6B | | | | | $ | 6B | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Compensation Philosophy and Objectives | | |||
| Total Rewards Strategy Supports our Mission, Vision and Values | | | The components of compensation encourage our colleagues to aim for greatness by pursuing top performance and challenging the status quo in the belief that human ingenuity can transform the world and improve our future. | |
| Incentives Aligned to Key Business Objectives Appropriate to Colleague Roles | | | We aim to drive superior business and financial results by setting clear, measurable short- and long-term performance targets that support our business strategy and the creation of long-term shareholder value while also ensuring that our executives are not incentivized to take inappropriate risks. | |
| Supports a Pay for Performance Culture | | | Total compensation should be competitive and performance should be appropriately rewarded. We believe there should be an upside as well as a downside risk of payouts if our performance is above or below our goals. | |
| Designed to Attract, Retain and Motivate Top Talent | | | Total compensation should be competitive in order to attract qualified individuals, motivate performance and retain, develop and reward colleagues with the abilities and skills needed to foster long-term value creation. We also strive to achieve equity and balance through our compensation programming to support greater diversity across our workforce. | |
| Programs Globally Consistent and Locally Competitive | | | Total compensation should be globally consistent and locally competitive to attract and retain qualified talent in the markets in which we operate. | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate 2023 Peer Group for Compensation Benchmarking Purposes | | ||||||
| Dun & Bradstreet Holdings, Inc. (DNB) | | | ICON plc (ICLR) | | | Teradata Corporation (TDC) | |
| Equifax, Inc. (EFX) | | | Informa plc (INF) | | | Thomson Reuters Corporation (TRI) | |
| ExlService Holdings, Inc. (EXLS) | | | Moody’s Corporation (MCO) | | | TransUnion (TRU) | |
| FactSet Research Systems Inc. (FDS) | | | Morningstar, Inc. (MORN) | | | Verisk Analytics, Inc. (VRSK) | |
| Fair Isaac Corporation (FICO) | | | MSCI Inc. (MCSI) | | | Wolters Kluwer N.V. (WKL) | |
| Gartner, Inc. (IT) | | | SS&C Technologies Holdings, Inc. (SSNC) | |
| Clarivate2024 Proxy Statement | |
| WHAT WE DO | | | | WHAT WE DON’T DO | | ||||||
| ✓ | | | We have an HRCC that is fully composed of independent directors | | | | ✘ | | | We do not permit our colleagues to engage in hedging transactions | |
| ✓ | | | The HRCC engages an independent compensation consultant | | | | ✘ | | | We do not permit our colleagues to pledge Company securities to secure margin or other loans | |
| ✓ | | | We have adopted share ownership guidelines for our executive officers and Board of Directors | | | | ✘ | | | We do not reprice underwater stock options | |
| ✓ | | | The majority of NEO pay is at risk and dependent upon performance | | | | ✘ | | | We do not provide excise tax gross-up payments | |
| ✓ | | | The mix of executive officer equity awards includes a performance-based element | | | | ✘ | | | We do not have an evergreen provision that automatically adds shares to our equity incentive plan | |
| ✓ | | | We engage with our shareholders to discuss executive compensation and corporate governance matters | | | | ✘ | | | We do not provide excessive perquisites | |
| ✓ | | | We maintain clawback policies that require covered executives to reimburse performance-based compensation in specified circumstances | | | | ✘ | | | We do not grant single-trigger equity awards | |
| Clarivate2024 Proxy Statement | |
| | Pay Element | | | | Fixed/Variable/ At-Risk | | | | Payment Method | | | | Alignment to Business Objectives | | |
| | Base Salary | | | | Fixed | | | | Cash | | | | Benchmark base salaries to ensure market competitiveness in the attraction and retention of key talent | | |
| Provides a competitive fixed rate of pay relative to similar positions in the market | | | |||||||||||||
| | Retirement, Health and Welfare Benefits | | | | Benefits | | | | Market-aligned programs to facilitate strong productivity and provide support in times of personal need | | | ||||
| Health, welfare and retirement programs | | | |||||||||||||
| Limited perquisites | | | |||||||||||||
| | | | | | | | | | | | | | | | |
| | Annual Incentive Plan | | | | At-Risk/Variable | | | | Cash | | | | Rewards performance for achievement of rigorous and challenging short-term performance goals aligned with the Company’s annual operating plan | | |
| Motivates executives to deliver on individual objectives supportive of broader business objectives | | | |||||||||||||
| Annual recognition of performance against pre-established targets | | | |||||||||||||
| | | | | | | | | | | | | ||||
| | Long Term Incentive Program | | | | PSUs and RSUs | | | | Rewards performance for achievement of rigorous long-term performance goals aligned with the interests of shareholders and the Company’s strategy | | | ||||
| Supports retention and mitigates excessive risk taking | | |
| Clarivate2024 Proxy Statement | |
| Name | | | Title | |
| Jonathan Gear | | | Chief Executive Officer | |
| Jonathan Collins | | | Executive Vice President and Chief Financial Officer | |
| Bar Veinstein | | | President, Academia and Government | |
| Henry Levy | | | President, Life Sciences and Healthcare | |
| Gordon Samson | | | President, Intellectual Property | |
| | | |
| Clarivate2024 Proxy Statement | |
| Name | | | 2023 Year-End Base Salary | | | 2022 Year-End Base Salary | | | % Increase | | |||||||||
| Jonathan Gear | | | | $ | 900,000 | | | | | $ | 900,000 | | | | | | 0% | | |
| Jonathan Collins | | | | $ | 750,000 | | | | | $ | 750,000 | | | | | | 0% | | |
| Bar Veinstein(1)(2) | | | | $ | 600,000 | | | | | | N/A | | | | | | N/A | | |
| Henry Levy(1) | | | | $ | 600,000 | | | | | | N/A | | | | | | N/A | | |
| Gordon Samson(1)(2)(3) | | | | $ | 600,000 | | | | | $ | 553,124 | | | | | | 8.5% | | |
| Name | | | 2023 AIP Target | | |||
| Jonathan Gear | | | | | 150% | | |
| Jonathan Collins | | | | | 100% | | |
| Bar Veinstein(1) | | | | | 100% | | |
| Henry Levy(1) | | | | | 100% | | |
| Gordon Samson | | | | | 100% | | |
| Clarivate2024 Proxy Statement | |
| Metric | | | Weighting | | | Payout Level | | | 2023 Corporate Goal (in millions, except Voice of Customer) | | | 2023 Results (in millions, except Voice of Customer) | | |||||||||||||||
| Pre-bonus Adjusted EBITDA(1) | | | | | 90% | | | | Threshold | | | | | 0% | | | | | $ | 1,126 | | | | | | | | |
| Target | | | | | 100% | | | | | $ | 1,215 | | | | | $ | 1,172 | | | |||||||||
| Maximum | | | | | 200% | | | | | $ | 1,303 | | | | | | | | | |||||||||
| Voice of Customer | | | | | 10% | | | | Threshold | | | | | 90% | | | | | | <79 | | | | | | | | |
| Target | | | | | 100% | | | | | | 79 | | | | | | 76 | | | |||||||||
| Maximum | | | | | 110% | | | | | | >79 | | | | | | | | |
| Clarivate2024 Proxy Statement | |
Final Calculation-AIP Payments | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | Pre-bonus Adjusted EBITDA Performance | | | | Voice of Customer Performance | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
Name | | | | AIP Target ($) | | | | % of AIP Tied to Goal | | | Performance Level Achieved | | | Amount Earned ($) | | | | % of AIP Tied to Goal | | | Performance Level Achieved | | | Amount Earned ($) | | | | Individual Modifier(3) | | | | Final AIP Payment ($) | | |||||||||||||||||||||||||||
Jonathan Gear | | | | | | 1,350,000 | | | | | | | 90% | | | | | | 71% | | | | | | 864,000 | | | | | | | 10% | | | | | | 90% | | | | | | 121,500 | | | | | | | — | | | | | | | 985,500 | | |
Jonathan Collins | | | | | | 750,000 | | | | | | | 90% | | | | | | 71% | | | | | | 480,000 | | | | | | | 10% | | | | | | 90% | | | | | | 67,500 | | | | | | | — | | | | | | | 547,500 | | |
Bar Veinstein(1)(2) | | | | | | 600,000 | | | | | | | 90% | | | | | | 71% | | | | | | 384,000 | | | | | | | 10% | | | | | | 90% | | | | | | 54,000 | | | | | | | — | | | | | | | 438,000 | | |
Henry Levy(1) | | | | | | 600,000 | | | | | | | 90% | | | | | | 71% | | | | | | 384,000 | | | | | | | 10% | | | | | | 90% | | | | | | 54,000 | | | | | | | — | | | | | | | 438,000 | | |
Gordon Samson(2) | | | | | | 588,434 | | | | | | | 90% | | | | | | 71% | | | | | | 376,598 | | | | | | | 10% | | | | | | 90% | | | | | | 52,959 | | | | | | | — | | | | | | | 429,557 | | |
Ratio of Performance to Time-Based Equity | | ||||||||||||
Position | | | PSUs | | | RSUs | | ||||||
CEO | | | | | 75% | | | | | | 25% | | |
Other NEOs | | | | | 50% | | | | | | 50% | | |
| Clarivate2024 Proxy Statement | |
Revenue and Adjusted EBITDA Margin % | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | |||||||||||||||||||||||||||
2021 Goals | | ||||||||||||||||||||||||||||||
Performance Range | | | Payout Range | | | Revenue ($m) (50%) | | | Adjusted EBITDA Margin % (50%) | | | Percentile | | | Modifier | | |||||||||||||||
Maximum | | | | | 200% | | | | | $ | 1,850 | | | | | | 46.0% | | | | | | =>P75 | | | | | | 1.2x | | |
Target | | | | | 100% | | | | | $ | 1,802 | | | | | | 45.0% | | | | | | P50 | | | | | | 1.0x | | |
Threshold | | | | | 50% | | | | | $ | 1,750 | | | | | | 42.5% | | | | | | <=P25 | | | | | | 0.8x | | |
| Clarivate2024 Proxy Statement | |
Revenue and Adjusted EBITDA Margin % | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | |||||||||||||||||||||||||||
2022 Goals | | ||||||||||||||||||||||||||||||
Performance Range | | | Payout Range | | | Revenue ($m) (50%) | | | Adjusted EBITDA Margin % (50%) | | | Percentile | | | Modifier | | |||||||||||||||
Maximum | | | | | 200% | | | | | $ | 2,911 | | | | | | 42.9% | | | | | | =>P75 | | | | | | 1.2x | | |
Target | | | | | 100% | | | | | $ | 2,840 | | | | | | 41.9% | | | | | | P50 | | | | | | 1.0x | | |
Threshold | | | | | 50% | | | | | $ | 2,740 | | | | | | 41.4% | | | | | | <=P25 | | | | | | 0.8x | | |
Adjusted Diluted EPS and Adjusted EBITDA | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | |||||||||||||||||||||||||||
2023 Goals | | ||||||||||||||||||||||||||||||
Performance Range | | | Payout Range | | | Adjusted Diluted EPS (50%) | | | Adjusted EBITDA ($m) (50%) | | | Percentile | | | Modifier | | |||||||||||||||
Maximum | | | | | 200% | | | | | $ | 0.83 | | | | | $ | 1,145 | | | | | | =>P75 | | | | | | 1.2x | | |
Target | | | | | 100% | | | | | $ | 0.80 | | | | | $ | 1,130 | | | | | | P50 | | | | | | 1.0x | | |
Threshold | | | | | 50% | | | | | $ | 0.77 | | | | | $ | 1,116 | | | | | | <=P25 | | | | | | 0.8x | | |
| Clarivate2024 Proxy Statement | |
| | | RSUs | | | PSUs(1) | | ||||||||||||||||||
NEO | | | Units (#) | | | Grant Value ($) | | | Target Units (#) | | | Grant Value ($) | | ||||||||||||
Jonathan Gear | | | | | 164,185 | | | | | | 1,874,993 | | | | | | 648,994 | | | | | | 8,704,350 | | |
Jonathan Collins | | | | | 109,457 | | | | | | 1,249,999 | | | | | | 167,610 | | | | | | 2,174,507 | | |
Bar Veinstein(2) | | | | | 113,378 | | | | | | 999,994 | | | | | | 113,378 | | | | | | 1,185,934 | | |
Henry Levy(2) | | | | | 113,378 | | | | | | 999,994 | | | | | | 113,378 | | | | | | 1,185,934 | | |
Gordon Samson | | | | | 87,565 | | | | | | 999,992 | | | | | | 138,125 | | | | | | 1,776,581 | | |
| Clarivate2024 Proxy Statement | |
| Position | | | Share Ownership Guidelines | |
| Chief Executive Officer | | | 6 times base salary | |
| Other Executive Officers and Leadership Team | | | 3 times base salary | |
| Non-employee Directors | | | 5 times annual retainer | |
| What counts as ownership | | | What does not count as ownership | |
| ✓ Shares owned directly or indirectly ✓ Shares held |
✓ Shares held by ✓ Unvested RSUs ✓ Unvested deferred shares/share units | | | ✘ Unvested and Unearned PSUs ✘ Unexercised stock options | |
Clarivate2024 Proxy Statement | |
Clarivate2024 Proxy Statement | |
| | | | | | Year | | | | Salary(2) ($) | | | | Bonus(3) ($) | | | | Stock Awards(4) ($) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compen- sation(5) ($) | | | | All Other Compen- sation(6) ($) | | | | Total ($) | | | ||||||||||||||||||||||||
| | Jonathan Gear Chief Executive Officer | | | | | | 2023 | | | | | | | 902,472 | | | | | | | — | | | | | | | 10,579,343 | | | | | | | — | | | | | | | 985,500 | | | | | | | 13,530 | | | | | | | 12,480,845 | | | |
| | | 2022 | | | | | | | 432,692 | | | | | | | — | | | | | | | 7,561,183 | | | | | | | — | | | | | | | 381,568 | | | | | | | 165 | | | | | | | 8,375,608 | | | | |||||
| | Jonathan Collins Executive Vice President and Chief Financial Officer | | | | | | 2023 | | | | | | | 752,060 | | | | | | | — | | | | | | | 3,424,506 | | | | | | | — | | | | | | | 547,500 | | | | | | | 13,530 | | | | | | | 4,737,596 | | | |
| | | 2022 | | | | | | | 752,060 | | | | | | | 750,000 | | | | | | | 1,655,311 | | | | | | | — | | | | | | | 444,675 | | | | | | | 12,530 | | | | | | | 3,614,576 | | | | |||||
| | | 2021 | | | | | | | 32,555 | | | | | | | — | | | | | | | 7,403,195 | | | | | | | | | | | | | | — | | | | | | | 16 | | | | | | | 7,435,766 | | | | |||||
| | Bar Veinstein(1)(7) President, Academia and Government | | | | | | 2023 | | | | | | | 411,884 | | | | | | | — | | | | | | | 8,185,927 | | | | | | | — | | | | | | | 438,000 | | | | | | | 63,472 | | | | | | | 9,099,283 | | | |
| | Henry Levy(1) President, Life Sciences and Healthcare | | | | | | 2023 | | | | | | | 399,725 | | | | | | | — | | | | | | | 4,185,925 | | | | | | | — | | | | | | | 438,000 | | | | | | | 13,420 | | | | | | | 5,037,070 | | | |
| | Gordon Samson(7) President, Intellectual Property | | | | | | 2023 | | | | | | | 588,281 | | | | | | | — | | | | | | | 2,776,573 | | | | | | | — | | | | | | | 429,557 | | | | | | | 59,157 | | | | | | | 3,853,568 | | | |
| | | 2022 | | | | | | | 583,874 | | | | | | | — | | | | | | | 1,375,611 | | | | | | | — | | | | | | | 346,310 | | | | | | | 93,020 | | | | | | | 2,398,815 | | | | |||||
| | | 2021 | | | | | | | 479,049 | | | | | | | — | | | | | | | 1,578,182 | | | | | | | — | | | | | | | 123,936 | | | | | | | 83,506 | | | | | | | 2,264,673 | | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| | | | | | | | | | | | | | | | | | | | AIP | | | | PSUs | | | | RSUs | | | | | | | | | | |||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | All Other Stock Awards: Number of Shares of Stock or Units(3) ($) | | | | Grant Date Fair Value of Stock Awards(4) ($) | | | ||||||||||||||||||||||||||||||||||||||||
| | Name | | | | Grant Date | | | | Approval Date | | | | Threshold $ | | | | Target $ | | | | Maximum $ | | | | Threshold # | | | | Target # | | | | Maximum # | | | ||||||||||||||||||||||||||||||||||||||
| | Jonathan Gear | | | | | | | | | | | | | | | | | | | | 675,000 | | | | | | | 1,350,000 | | | | | | | 2,700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 02/22/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62,575 | | | | | | | 156,438 | | | | | | | 312,876 | | | | | | | | | | | | | | 1,606,618 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 197,022 | | | | | | | 492,556 | | | | | | | 985,112 | | | | | | | | | | | | | | 7,097,732 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 164,185 | | | | | | | 1,874,993 | | | | |||||
| | Jonathan Collins | | | | | | | | | | | | | | | | | | | | 375,000 | | | | | | | 750,000 | | | | | | | 1,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 02/22/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,261 | | | | | | | 58,153 | | | | | | | 116,306 | | | | | | | | | | | | | | 597,231 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,782 | | | | | | | 109,457 | | | | | | | 218,914 | | | | | | | | | | | | | | 1,577,275 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 109,457 | | | | | | | 1,249,999 | | | | |||||
| | Bar Veinstein | | | | | | | | | | | | | | | | | | | | 300,000 | | | | | | | 600,000 | | | | | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,351 | | | | | | | 113,378 | | | | | | | 226,756 | | | | | | | | | | | | | | 1,185,934 | | | | |||||
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 113,378 | | | | | | | 999,994 | | | | |||||
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 680,272 | | | | | | | 5,999,999 | | | | |||||
| | Henry Levy | | | | | | | | | | | | | | | | | | | | 300,000 | | | | | | | 600,000 | | | | | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,351 | | | | | | | 113,378 | | | | | | | 226,756 | | | | | | | | | | | | | | 1,185,934 | | | | |||||
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 113,378 | | | | | | | 999,994 | | | | |||||
| | | 05/01/2023 | | | | | | | 03/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 226,757 | | | | | | | 1,999,997 | | | | |||||
| | Gordon Samson | | | | | | | | | | | | | | | | | | | | 294,217 | | | | | | | 588,434 | | | | | | | 1,176,868 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 02/22/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,615 | | | | | | | 4,038 | | | | | | | 8,076 | | | | | | | | | | | | | | 36,988 | | | | |||||
| | | 02/22/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,608 | | | | | | | 46,522 | | | | | | | 93,044 | | | | | | | | | | | | | | 477,781 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,026 | | | | | | | 87,565 | | | | | | | 175,130 | | | | | | | | | | | | | | 1,261,812 | | | | |||||
| | | 03/01/2023 | | | | | | | 02/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 87,565 | | | | | | | 999,992 | | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| | Name | | | | Grant Date | | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($) | | | |||||||||||||||
| | Jonathan Gear | | | | | | 07/15/2022 | | | | | | | 156,438 | | | | | | | 1,448,616 | | | | | | | 234,657 | | | | | | | 2,172,924 | | | |
| | | 07/15/2022 | | | | | | | 151,625 | | | | | | | 1,404,048 | | | | | | | | | | | | | | | | | | |||||
| | | 03/01/2023 | | | | | | | 164,185 | | | | | | | 1,520,353 | | | | | | | 492,556 | | | | | | | 4,561,069 | | | | |||||
| | Jonathan Collins | | | | | | 12/16/2021 | | | | | | | 62,554 | | | | | | | 579,250 | | | | | | | | | | | | | | | | | |
| | | 03/01/2022 | | | | | | | 58,153 | | | | | | | 538,497 | | | | | | | 87,229 | | | | | | | 807,741 | | | | |||||
| | | 03/01/2023 | | | | | | | 109,457 | | | | | | | 1,013,572 | | | | | | | 109,457 | | | | | | | 1,013,572 | | | | |||||
| | Bar Veinstein | | | | | | 05/01/2023 | | | | | | | 113,378 | | | | | | | 1,049,880 | | | | | | | 113,378 | | | | | | | 1,049,880 | | | |
| | | 05/01/2023 | | | | | | | 680,272 | | | | | | | 6,299,319 | | | | | | | | | | | | | | | | | | |||||
| | Henry Levy | | | | | | 05/01/2023 | | | | | | | 113,378 | | | | | | | 1,049,880 | | | | | | | 113,378 | | | | | | | 1,049,880 | | | |
| | | 05/01/2023 | | | | | | | 226,757 | | | | | | | 2,099,770 | | | | | | | | | | | | | | | | | | |||||
| | Gordon Samson | | | | | | 06/21/2021 | | | | | | | 15,583 | | | | | | | 144,299 | | | | | | | | | | | | | | | | | |
| | | 08/15/2021 | | | | | | | 14,406 | | | | | | | 133,400 | | | | | | | | | | | | | | | | | | |||||
| | | 03/01/2022 | | | | | | | 46,522 | | | | | | | 430,794 | | | | | | | 69,783 | | | | | | | 646,191 | | | | |||||
| | | 03/01/2023 | | | | | | | 87,565 | | | | | | | 810,852 | | | | | | | 87,565 | | | | | | | 810,852 | | | |
Name | | | | Vesting Date | | | | Number of Shares Vesting | | | ||||||||
| | Jonathan Gear | | | | | | 03/01/2024 | | | | | | | 132,947 | | | |
| | | 07/11/2024 | | | | | | | 101,083 | | | | |||||
| | | 03/01/2025 | | | | | | | 132,947 | | | | |||||
| | | 07/11/2025 | | | | | | | 50,542 | | | | |||||
| | | 03/01/2026 | | | | | | | 54,729 | | | |
Clarivate2024 Proxy Statement | |
Name | | | | Vesting Date | | | | Number of Shares Vesting | | | ||||||||
| | Jonathan Collins | | | | | | 03/01/2024 | | | | | | | 128,115 | | | |
| | | 03/01/2025 | | | | | | | 65,563 | | | | |||||
| | | 03/01/2026 | | | | | | | 36,486 | | | | |||||
| | Bar Veinstein | | | | | | 03/01/2024 | | | | | | | 37,792 | | | |
| | | 05/01/2024 | | | | | | | 272,108 | | | | |||||
| | | 03/01/2025 | | | | | | | 37,793 | | | | |||||
| | | 05/01/2025 | | | | | | | 272,109 | | | | |||||
| | | 03/01/2026 | | | | | | | 37,793 | | | | |||||
| | | 05/01/2026 | | | | | | | 136,055 | | | | |||||
| | Henry Levy | | | | | | 03/01/2024 | | | | | | | 37,792 | | | |
| | | 05/01/2024 | | | | | | | 90,702 | | | | |||||
| | | 03/01/2025 | | | | | | | 37,793 | | | | |||||
| | | 05/01/2025 | | | | | | | 90,703 | | | | |||||
| | | 03/01/2026 | | | | | | | 37,793 | | | | |||||
| | | 05/01/2026 | | | | | | | 45,352 | | | | |||||
| | Gordon Samson | | | | | | 02/21/2024 | | | | | | | 10,368 | | | |
| | | 03/01/2024 | | | | | | | 68,032 | | | | |||||
| | | 08/15/2024 | | | | | | | 4,038 | | | | |||||
| | | 03/01/2025 | | | | | | | 52,449 | | | | |||||
| | | 03/01/2026 | | | | | | | 29,189 | | | |
| | | | | | Option Awards | | | | Stock Awards | | | ||||||||||||||||||||
| | Name | | | | Number of Shares Acquired on Exercise (#) | | | | Value Realized on Exercise ($)(1) | | | | Number of Shares Acquired on Vesting (#) | | | | Value Realized on Vesting(2) ($) | | | ||||||||||||
| | Jonathan Gear | | | | | | — | | | | | | | — | | | | | | | 179,301 | | | | | | | 1,876,789 | | | |
| | Jonathan Collins | | | | | | — | | | | | | | — | | | | | | | 154,183 | | | | | | | 1,760,770 | | | |
| | Bar Veinstein | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Henry Levy | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | Gordon Samson | | | | | | — | | | | | | | — | | | | | | | 42,882 | | | | | | | 472,147 | | | |
Clarivate2024 Proxy Statement | |
Clarivate2024 Proxy Statement | |
Clarivate2024 Proxy Statement | |
Name | | | Description of Payments | | | Involuntary Termination Without Cause (not Related to Change in Control) ($) | | | Involuntary Termination Without Cause (Change in Control) ($) | | | Death or Disability ($) | | |||||||||
Jonathan Gear | | | PSUs(1) | | | | | 2,336,257 | | | | | | 6,733,992 | | | | | | 6,733,992 | | |
| | | RSUs(2) | | | | | 3,866,226 | | | | | | 4,373,016 | | | | | | 4,373,016 | | |
| | | Severance(3) | | | | | 3,375,000 | | | | | | 4,500,000 | | | | | | — | | |
| | | Continued Benefits(3) | | | | | 35,852 | | | | | | 47,803 | | | | | | — | | |
Total Jonathan Gear | | | | | | | | 9,613,335 | | | | | | 15,654,811 | | | | | | 11,107,008 | | |
Jonathan Collins | | | PSUs(1) | | | | | — | | | | | | 1,821,312 | | | | | | 1,821,312 | | |
| | | RSUs(2) | | | | | 1,793,458 | | | | | | 2,131,319 | | | | | | 2,131,319 | | |
| | | Severance(3) | | | | | 2,250,000 | | | | | | 3,000,000 | | | | | | — | | |
| | | Continued Benefits(3) | | | | | 35,852 | | | | | | 47,803 | | | | | | — | | |
Total Jonathan Collins | | | | | | | | 4,079,310 | | | | | | 7,000,434 | | | | | | 3,952,631 | | |
Bar Veinstein | | | PSUs(1) | | | | | — | | | | | | 1,049,880 | | | | | | 1,049,880 | | |
| | | RSUs(2) | | | | | 5,739,367 | | | | | | 7,349,199 | | | | | | 7,349,199 | | |
| | | Severance(3) | | | | | 1,800,000 | | | | | | 2,400,000 | | | | | | — | | |
| | | Continued Benefits(3) | | | | | — | | | | | | — | | | | | | — | | |
Total Bar Veinstein | | | | | | | | 7,539,367 | | | | | | 10,799,079 | | | | | | 8,399,079 | | |
Henry Levy | | | PSUs(1) | | | | | — | | | | | | 1,049,880 | | | | | | 1,049,880 | | |
| | | RSUs(2) | | | | | 2,379,727 | | | | | | 3,149,650 | | | | | | 3,149,650 | | |
| | | Severance(3) | | | | | 1,800,000 | | | | | | 2,400,000 | | | | | | — | | |
| | | Continued Benefits(3) | | | | | 38,984 | | | | | | 51,979 | | | | | | — | | |
Total Henry Levy | | | | | | | | 4,218,711 | | | | | | 6,651,509 | | | | | | 4,199,530 | | |
Gordon Samson | | | PSUs(1) | | | | | — | | | | | | 1,569,218 | | | | | | 1,569,218 | | |
| | | RSUs(2) | | | | | 1,153,046 | | | | | | 1,423,336 | | | | | | 1,423,336 | | |
| | | Severance(3) | | | | | 1,800,000 | | | | | | 2,400,000 | | | | | | — | | |
| | | Continued Benefits(3) | | | | | — | | | | | | — | | | | | | — | | |
Total Gordon Samson | | | | | | | | 2,953,046 | | | | | | 5,392,554 | | | | | | 2,992,554 | | |
Clarivate2024 Proxy Statement | |
Clarivate2024 Proxy Statement | |
| | Chile (12) | | | | Columbia (11) | | | | Egypt (1) | | |
| | Hungary (4) | | | | Malaysia (319) | | | | Mexico (35) | | |
| | Philippines (3) | | | | South Africa (4) | | | | Turkey (4) | | |
| Clarivate2024 Proxy Statement | |
| | Fiscal Year | | | | Summary Compensation Table Total for First PEO(1) | | | | Compensation Actually Paid to First PEO(5) | | | | Summary Compensation Table Total for Second PEO(1) | | | | Compensation Actually Paid to Second PEO(5) | | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | | Average Compensation Actually Paid to Non-PEO NEOs(5) | | | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income/(Loss)(4) | | | | Adjusted EBITDA | | | ||||||||||||||||||||||||||||||||||
| Total Shareholder Return | | | | Peer Group Total Shareholder Return(3) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | (a) | | | | (b) | | | | (c) | | | | (b) | | | | (c) | | | | (d) | | | | (e) | | | | (f) | | | | (g) | | | | (h) | | | | (i) | | | ||||||||||||||||||||||||||||||
| | 2023 | | | | | | 12,480,845 | | | | | | | 10,581,866 | | | | | | | N/A | | | | | | | N/A | | | | | | | 5,681,879 | | | | | | | 5,657,922 | | | | | | | 55.12 | | | | | | | 191.27 | | | | | | | (986,600,000) | | | | | | | 1,117,200,000 | | | |
| | 2022 | | | | | | 8,375,608 | | | | | | | 5,440,653 | | | | | | | 4,538,176 | | | | | | | (2,164,082) | | | | | | | 2,645,158 | | | | | | | (226,183) | | | | | | | 49.64 | | | | | | | 148.65 | | | | | | | (4,035,600,000) | | | | | | | 1,112,700,000 | | | |
| | 2021 | | | | | | 5,322,010 | | | | | | | N/A | | | | | | | 5,322,010 | | | | | | | 2,815,100 | | | | | | | 4,404,432 | | | | | | | 3,903,063 | | | | | | | 140.00 | | | | | | | 188.32 | | | | | | | (311,956,000) | | | | | | | 800,400,000 | | | |
| | 2020 | | | | | | 20,672,203 | | | | | | | N/A | | | | | | | 20,672,203 | | | | | | | 17,397,284 | | | | | | | 2,584,121 | | | | | | | 5,873,874 | | | | | | | 176.85 | | | | | | | 131.74 | | | | | | | (350,625,000) | | | | | | | 486,600,000 | | | |
| | Fiscal Year | | | | Summary Compensation Table Total for First PEO | | | | Exclusion of Stock Awards & Option Awards | | | | Year End Fair Value of Unvested Equity Granted During the Current Year (a) | | | | Change in Fair Value of Prior Awards that Vested During the Current Year (b) | | | | Change in Fair Value of Prior Awards that Remained Unvested at End of Current Year (c) | | | | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | | | | Prior Year End Fair Value of Prior Awards that Forfeited During the Current Year (e) | | | | Inclusion of Equity Values (a) + (b) + (c) +(d) – (e) | | | | Compensation Actually Paid to First PEO | | | |||||||||||||||||||||||||||
| | 2023 | | | | | | 12,480,845 | | | | | | | (10,579,343) | | | | | | | 7,986,586 | | | | | | | 381,419 | | | | | | | 312,359 | | | | | | | — | | | | | | | — | | | | | | | 8,680,364 | | | | | | | 10,581,866 | | | |
| | Fiscal Year | | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | | Exclusion of Stock Awards & Option Awards | | | | Year End Fair Value of Unvested Equity Granted During the Current Year (a) | | | | Change in Fair Value of Prior Awards that Vested During the Current Year (b) | | | | Change in Fair Value of Prior Awards that Remained Unvested at End of Current Year (c) | | | | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | | | | Prior Year End Fair Value of Prior Awards that Forfeited During the Current Year (e) | | | | Inclusion of Equity Values (a) + (b) + (c) +(d) – (e) | | | | Average Compensation Actually Paid to Non-PEO NEOs | | | |||||||||||||||||||||||||||
| | 2023 | | | | | | 5,681,879 | | | | | | | (4,643,233) | | | | | | | 4,422,657 | | | | | | | 147,349 | | | | | | | 49,270 | | | | | | | — | | | | | | | — | | | | | | | 4,619,276 | | | | | | | 5,657,922 | | | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
| Clarivate2024 Proxy Statement | |
Jaspal ChahalChief Legal Officer
| | Our Annual Report for the year ended December 31, 2023 has been mailed with this Proxy Statement. | | |
| | You may also review that document and all exhibits on our website (http://ir.clarivate.com). | | |
| | We will provide printed copies of exhibits to the Annual Report but will charge a reasonable fee per page to any requesting shareholder. Send that request in writing to Clarivate Plc, 70 St. Mary Axe, London EC3A 8BE, United Kingdom, Attention: Investor Relations. | | |
| | The request must include a representation by the shareholder that as of our Record Date, March 8, 2024, the shareholder was entitled to vote at the Annual General Meeting. | | |
| Clarivate2024 Proxy Statement | |
[ ],we believe they reflect the underlying trends and indicators of our business. Although we believe these measures are useful for investors for the same reasons, these measures are not a substitute for GAAP financial measures or disclosures. Below, we provide reconciliations of these non-GAAP financial metrics to the corresponding, most closely related GAAP measure.
| | | Year Ended December 31, | | |||||||||
(in millions) | | | 2023 | | | 2022 | | ||||||
Net income (loss) attributable to ordinary shares | | | | $ | (986.6) | | | | | $ | (4,035.6) | | |
Dividends on preferred shares | | | | | 75.4 | | | | | | 75.4 | | |
Net income (loss) | | | | | (911.2) | | | | | | (3,960.2) | | |
Provision (benefit) for income taxes | | | | | (101.3) | | | | | | (28.9) | | |
Depreciation and amortization | | | | | 708.3 | | | | | | 710.5 | | |
Interest expense, net | | | | | 293.7 | | | | | | 270.3 | | |
Transaction related costs(1) | | | | | 8.2 | | | | | | 14.2 | | |
Share-based compensation expense | | | | | 108.9 | | | | | | 102.2 | | |
Gain on sale from divestitures | | | | | — | | | | | | (278.5) | | |
Goodwill and intangible asset impairments | | | | | 979.9 | | | | | | 4,449.1 | | |
Restructuring and other impairments | | | | | 40.0 | | | | | | 66.7 | | |
Fair value adjustment of warrants | | | | | (15.9) | | | | | | (206.8) | | |
Other(2) | | | | | 6.6 | | | | | | (25.9) | | |
Adjusted EBITDA | | | | $ | 1,117.2 | | | | | $ | 1,112.7 | | |
Adjusted EBITDA Margin | | | | | 42.5% | | | | | | 41.8% | | |
| Clarivate2024 Proxy Statement | |
| | | Year Ended December 31, | | | Year Ended December 31, | | ||||||||||||||||||
(in millions) | | | 2023 | | | 2023 | | | 2022 | | | 2022 | | ||||||||||||
Net income (loss) attributable to ordinary shares, diluted | | | | $ | (986.6) | | | | | $ | (1.47) | | | | | $ | (4,233.2) | | | | | $ | (6.24) | | |
Change in fair value of private placement warrants | | | | | — | | | | | | — | | | | | | 197.6 | | | | | | 0.29 | | |
Net income (loss) attributable to ordinary shares | | | | | (986.6) | | | | | | (1.47) | | | | | | (4,035.6) | | | | | | (5.95) | | |
Dividends on preferred shares | | | | | 75.4 | | | | | | 0.11 | | | | | | 75.4 | | | | | | 0.11 | | |
Net income (loss) and EPS | | | | | (911.2) | | | | | | (1.36) | | | | | | (3,960.2) | | | | | | (5.84) | | |
Transaction related costs(1) | | | | | 8.2 | | | | | | 0.01 | | | | | | 14.2 | | | | | | 0.02 | | |
Share-based compensation expense | | | | | 108.9 | | | | | | 0.16 | | | | | | 102.2 | | | | | | 0.15 | | |
Amortization related to acquired intangible assets | | | | | 564.3 | | | | | | 0.84 | | | | | | 579.6 | | | | | | 0.85 | | |
Goodwill and intangible asset impairments | | | | | 979.9 | | | | | | 1.46 | | | | | | 4,449.1 | | | | | | 6.56 | | |
Restructuring and other impairments | | | | | 40.0 | | | | | | 0.06 | | | | | | 66.7 | | | | | | 0.10 | | |
Fair value adjustment of warrants | | | | | (15.9) | | | | | | (0.02) | | | | | | (206.8) | | | | | | (0.30) | | |
Other(2) | | | | | 6.6 | | | | | | (0.06) | | | | | | (304.4) | | | | | | (0.52) | | |
Income tax impact of related adjustments | | | | | (181.7) | | | | | | (0.27) | | | | | | (112.4) | | | | | | (0.17) | | |
Adjusted net income and Adjusted diluted EPS | | | | $ | 599.1 | | | | | $ | 0.82 | | | | | $ | 628.0 | | | | | $ | 0.85 | | |
Adjusted weighted-average ordinary shares (Diluted) | | | 731.3 | | | 737.1 | |
| Clarivate2024 Proxy Statement | |
| | | Year Ended December 31, | | |||||||||
(in millions) | | | 2023 | | | 2022 | | ||||||
Net cash provided by operating activities | | | | $ | 744.2 | | | | | $ | 509.3 | | |
Capital expenditures | | | | | (242.5) | | | | | | (202.9) | | |
Free Cash Flow | | | | $ | 501.7 | | | | | $ | 306.4 | | |
VIEW MATERIALS & VOTE
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May 3, 2024. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V19217-S67860 V41329-P04636 KEEP THIS PORTION FOR YOUR RECORDS
CLARIVATE PLC THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
CLARIVATE PLC
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE OPEN-MARKET SHARE REPURCHASE PROPOSAL.ELECTION OF DIRECTORS; 1. Election of Directors Nominees: For Against
Abstain
1. AUTHORIZATION TO REPURCHASE ORDINARY SHARES IN OPEN-MARKET TRANSACTIONS. ! ! !
1a. Andrew Snyder 1b. Jonathan Gear THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 2 AND 3. For Against Abstain 1c. Valeria Alberola 1d. Michael Angelakis 1e. Jane Okun Bomba 1f. Usama N. Cortas 1g. Suzanne Heywood 1h. Adam T. Levyn 1i. Anthony Munk 1j. Wendell Pritchett 1k. Richard W. Roedel 2. APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the General Meeting.
This proxy when properly executed will be voted as directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" this Proposal.
all director nominees in Proposal 1 and "FOR" Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual General Meeting. 1l. Saurabh Saha 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 an authorized officer.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
V19218-S67860
CLARIVATE PLC
www.proxyvote.com.CLARIVATE PLCAnnual General Meeting of Shareholders
July 27, 2023 May 7, 2024 1:00 PM BST/8:00 AM EDT
This proxy is solicited by the Board of Directors
TheEDTTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSThe undersigned hereby appoints Andrew Snyder, Jonathan Gear, Jonathan Collins and Jaspal Chahal,Melanie Margolin, and each of them, each with the power of substitution and power to act alone, as proxies to vote all the ordinary shares that the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of Clarivate PLC to be held on July 27, 2023May 7, 2024 or at any continuation, postponement or adjournment thereof.
(Continued and to be signed on reverse side)