DEF 14A of SS&C Technologies Holdings Inc, Apr 12, 2024

DEF 14A of SS&C Technologies Holdings Inc

Filed Apr 12, 2024 · FY20230000950170-24-044028

Open on EDGAR

  1. director_comp

    | Notice of 2024 Annual Meeting of Stockholders | 1 | Non-Employee Director Compensation | 30 | | Letter from our CEO and Chairman | 2 | Proposal Two: Advisory Vote to Approve Named | | | Letter from our Lead Independent Director | 3 | Executive Officer Compensation | 31 | | 2024 Proxy Summary | 5 | Compensation Discussion and Analysis | 33 | | Annual Meeting Overview | 5 | Our Compensation Program | 33 | | Voting Matters | 5 | Performance Goals Promote Strategic Execution and | | | Election of Class II Directors | 5 | Shareholder Value Creation | 35 | | SS&C Core Values | 6 | 2023 Performance Highlights | 35 | | 2023 Performance Highlights | 6 | Pay for Performance | 36 | | Stockholder Engagement | 7 | Compensation Best Practices | 37 | | Commitment to Strong Corporate Governance Practices | 8 | Executive Compensation Tables | 48 | | Proposal One: Election of Class II Directors | 9 | 2023 Option Exercises and Stock Vested | 51 | | Board Structure | 9 | Potential Payments upon Termination or Change of Control | 52 | | Number of Board Members | 9 | Equity Compensation Plan Information | 54 | | Board Members Elections | 9 | 2023 Pay Ratio Disclosure | 55 | | Class II Director Nominees to be Elected at the 2024 | | 2023 Pay Versus Performance | 56 | | Annual Meeting | 10 | Proposal Three: Ratification of Selection of Independent | | | Board Diversity and Experience Matrix | 11 | Registered Public Accounting Firm | 59 | | Director Biographies | 13 | Fees Paid to PricewaterhouseCoopers LLP | 59 | | Executive Officers Who Are Not Directors | 17 | Audit Committee Approval Policies and Procedures | 60 | | Criteria and Diversity of Director Nominees | 19 | Report of the Audit Committee | 60 | | Director Nomination Process | 19 | Proposal Four: Approval of SS&C Technologies Holdings, | | | Succession Planning | 20 | Inc. Amended and Restated 2023 Stock Incentive Plan | 61 | | Board Size | 20 | Ownership of Our Common Stock | 69 | | Director Service on Other Public Company Boards | 21 | General Information About the 2024 Annual Meeting | 71 | | Board Determination of Independence | 21 | Voting Procedures | 71 | | Board Meetings and Attendance | 21 | Revocation of Proxies | 72 | | Director Attendance at Annual Meeting of Stockholders | 21 | Stockholders Entitled to Vote | 72 | | Board Leadership Structure and Composition | 21 | Quorum | 72 | | Board Membership Changes | 21 | Votes Required | 72 | | Role of the Lead Independent Director | 22 | Solicitation of Proxies | 72 | | Board Committees | 22 | How We Use Notice & Access | 72 | | Board Oversight | 25 | How to Attend the Virtual Annual Meeting | 73 | | Risk Oversight | 25 | Other Matters | 74 | | Cybersecurity Oversight | 25 | Stockholder Proposals and Director Nominations | 74 | | ESG Oversight | 26 | Householding of Proxies | 74 | | Stockholder Communications with our Board | 26 | Appendix A: Non-GAAP Financial Measures | 75 | | Social Highlights | 26 | Appendix B: SS&C Technologies Holdings, Inc. Amended | | | Other Governance Matters | 26 | and Restated 2023 Stock Incentive Plan | 79 |

  2. Election of Class II Directors

    Election of Class II Directors The Board recommends that you vote "FOR" the election of each of the below nominees to serve as Class II Directors until the 2027 Annual Meeting of Stockholders.

  3. Election of Class II Directors

    | NOMINEES | DIRECTOR SINCE | INDEPENDENT | CURRENT COMMITTEES | | Jonathan E. Michael, 70 Chairman of the Board, RLI Corp., Former CEO, RLI Corp. | 2010 | | Lead Independent Director, Audit, Nominating and Governance | | Debra Walton-Ruskin, 63 Board of Directors, Chef's Warehouse, Former Chief Revenue Officer, London Stock Exchange Group | 2024 | | Nominating and Governance |

  4. Election of Class II Directors

    | 2024 PROXY STATEMENT | 5 |

  5. Class II Director Nominees to be Elected at the 2024 Annual Meeting

    Class II Director Nominees to be Elected at the 2024 Annual Meeting

  6. Class II Director Nominees to be Elected at the 2024 Annual Meeting

    | Jonathan E. Michael, 70 Independent Chairman of the Board, RLI Corp. Former Chief Executive Officer, RLI Corp. Director since 2010 Committee Memberships | | | Debra Walton-Ruskin, 63 Independent Board of Directors, Chef’s Warehouse, Inc. Former Chief Revenue Officer, London Stock Exchange Group Director since 2024 Committee Memberships | | A | L | N | N |

  7. Director Biographies

    Director Biographies The Nominating and Governance Committee has recommended, and the Board has nominated, Mr. Michael and Ms. Walton-Ruskin for election at the 2024 annual meeting as the Class II directors, to serve until the 2027 annual meeting and until their successors have been duly elected and qualified. Each of the nominees is currently a member of the Board. The following table and biographical descriptions provide information relating to each director and director nominee, including her/his age and period of service as a director of the Company, her/his committee memberships, her/his business experience for at least the past five years, including directorships at other public companies, and certain other information.

  8. Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

    Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

  9. Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

    | Independent Director since: 2010 Age: 70 Term Expires: 2024 Lead Independent Director Committees: Audit Committee; Nominating and Governance Committee | Jonathan E. Michael | | | Former Chief Executive Officer, RLI Corp. | | | Principal Occupation, Business Experience, and Directorships Mr. Michael was elected as one of our directors in April 2010, has served on the Nominating and Governance Committee since 2013, has served on the Audit Committee since 2010, previously as Chair for six years, and was appointed as our Lead Independent Director in November 2022. He retired as Chief Executive Officer of RLI Corp., a publicly traded specialty insurance company, at the end of 2021. Mr. Michael held various positions at RLI Corp. since joining in 1982, including President and Chief Operating Officer, Executive Vice President and Chief Financial Officer. He currently serves as Chairman of the Board of the RLI Corp. Prior to joining RLI Corp., Mr. Michael was associated with the accounting firm Coopers & Lybrand. He currently serves as Chairman of the Board of TADA Cognitive Solutions, LLC. Mr. Michael previously served on the Board of Directors of Maui Jim, Inc. until its acquisition in 2022. He is also a member of the OSF St. Francis Medical Center Community Advisory Board; Chairman of the Bradley University Board of Trustees; the immediate Past Chair of Easterseals Central Illinois; and a member and Past Chair of the Property Casualty Insurers Association of America (now known as American Property Casualty Insurance Association) Board of Governors. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Michael should serve as a director because he has extensive experience in the financial services industry, including companies that we seek to target as clients, as well as extensive operational experience as a director and officer of financial services and insurance companies. |

  10. Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

    | 2024 PROXY STATEMENT | 13 |

  11. Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

    | Independent Director since: 2024 Age: 63 Term Expires: 2024 Committees: Nominating and Governance Committee | Debra Walton-Ruskin | | | Former Chief Revenue Officer, London Stock Exchange Group | | | Principal Occupation, Business Experience, and Directorships Ms. Debra Walton-Ruskin was elected as one of our directors and as a member of the Nominating and Governance Committee in January 2024. She has spent her corporate career in Global Fintech and had held senior executive positions across product, content, sales, marketing, and data operations. In her last corporate role, she was the Chief Revenue Officer for the London Stock Exchange Group from 2021 to 2022. Prior to that, she was a member of the senior executive team at Refinitiv from 2018 to 2021 that lead its successful sale to Blackstone and its subsequent sale to LSEG. Prior to its sale, Debra held numerous C-suite roles at Thomson Reuters/Refinitiv from 2008 to 2018 including Global Head of Market Development, Chief Data Officer, Chief Product Officer, and Chief Revenue Officer. From 2016 – 2021, as an executive at Thomson Reuters/Refinitiv, and later LSEG, Debra was a director on the board of TradeWeb Markets, a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Also, during her time at Thomson Reuters/Refinitiv, she served on the boards of its regulated entities including the foreign exchange brokerage and index business. Prior to joining Thomson Reuters/Refinitiv Debra was a partner at Cantor Fitzgerald where she was instrumental in the development of new brokerage business and services including the launch of the Cantor Financial Futures Exchange on whose Board of Directors she served. She currently serves on the Board of Directors of Chef’s Warehouse, Inc., a public company. Ms. Walton-Ruskin speaks globally on diversity and leadership and the importance of ESG more broadly, and currently serves on the board of Springboard Enterprises, a nonprofit that brings together entrepreneurs, investors, and industry experts to help women take their business plans to market. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Ms. Walton-Ruskin should serve as a director because she has extensive experience in the global financial services industry, the computer and information services industry, and the management of complex technology organizations. |

  12. Class II Directors Nominees to Be Elected at the 2024 Annual Meeting

    | 14 | |

  13. Class III Directors

    Class III Directors

  14. Class III Directors

    | Independent Director since: 2015 Age: 63 Term Expires: 2025 Committees: Audit Committee (Chair) | Smita Conjeevaram | | | Retired Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – Credit Funds, Fortress Investment Group LLC | | | Principal Occupation, Business Experience, and Directorships Ms. Conjeevaram joined our board of directors in November 2015, previously served on our Nominating and Governance Committee, has served on the Audit Committee since 2017, and was appointed Chair of the Audit Committee in November 2022. Ms. Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund firm industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds, and Deputy Chief Financial Officer – Credit Funds, of the Fortress Investment Group LLC, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC from 2006 to 2009 and Strategic Value Partners LLC from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a certified public accountant. She currently serves on the Boards of Directors of the following public companies: McGrath RentCorp, SkyWest, Inc. and WisdomTree Investments, Inc. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Ms. Conjeevaram should serve as a director because she has extensive experience in the financial services industry and particularly hedge fund operations. |

  15. Class III Directors

    | Director since: 1986 Age: 69 Term Expires: 2025 Committees: None | William C. Stone | | | Chairman of the Board and Chief Executive Officer, SS&C Technologies Holdings, Inc. | | | Principal Occupation, Business Experience, and Directorships Mr. Stone founded SS&C Technologies, Inc., or SS&C, the primary operating company and wholly owned direct subsidiary of SS&C Technologies Holdings, Inc., in 1986 and has served as Chairman of the Board of Directors and Chief Executive Officer since our inception. He also has served as our President from inception through April 1997 and again from March 1999 until October 2004. Prior to founding SS&C, Mr. Stone directed the financial services consulting practice of KPMG LLP, an accounting firm, in Hartford, Connecticut and was Vice President of Administration and Special Investment Services at Advest, Inc., a financial services company. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Stone should serve as a director because, as our founder, Chief Executive Officer, and a principal stockholder, Mr. Stone provides a critical contribution to the Board reflecting his detailed knowledge of the Company, our employees, our client base, our prospects, the strategic marketplace and our competitors. |

  16. Class III Directors

    | 2024 PROXY STATEMENT | 15 |

  17. Class I Directors

    Class I Directors

  18. Class I Directors

    | Independent Director since: 2006 Age: 62 Term Expires: 2026 Committees: None | Normand A. Boulanger | | | Vice Chair of the Board, SS&C Technologies Holdings, Inc. | | | Principal Occupation, Business Experience, and Directorships On February 3, 2020, Mr. Boulanger retired as an employee of SS&C, after serving in a number of roles since 1994. Mr. Boulanger continues to serve as a director on our Board. He was elected to serve as a director in 2006 and appointed Vice Board Chair in August 2018. He served as our President and Chief Operating Officer from October 2004 to February 2020, our Executive Vice President and Chief Operating Officer from October 2001 to October 2004, Senior Vice President of SS&C Direct from March 2000 to September 2001, Vice President of SS&C Direct from April 1999 to February 2000, Vice President of Professional Services for the Americas, from July 1996 to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to joining SS&C, Mr. Boulanger served as Manager of Investment Accounting for The Travelers from September 1986 to March 1994. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Boulanger should serve as a director because he has substantial knowledge and experience regarding our operations, employees, target markets, strategic initiatives and competitors. |

  19. Class I Directors

    | Independent Director since: 2011 Age: 62 Term Expires: 2026 Committees: Audit Committee Nominating and Governance Committee (Chair) | David A. Varsano | | | Chairman of the Board and Chief Executive Officer, Pacific Packaging Products | | | Principal Occupation, Business Experience, and Directorships Mr. Varsano was elected as one of our directors in March 2011, has served on the Audit Committee since 2011, and was appointed Chair of the Nominating and Governance Committee in 2016. He is currently the Chairman of the Board and Chief Executive Officer of Pacific Packaging Products, a company specializing in industrial packaging and related solutions and supply chain management services, which he joined in September 1999. Prior to joining Pacific Packaging Products, Mr. Varsano served as the Chief Technology Officer and Vice President of Software Development of SS&C from 1995 to 1999 and as Manager of SS&C Direct from 1998 to 1999. Mr. Varsano also currently serves on the Board of Directors of Packaging Distributors of America. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Varsano should serve as a director because he has a broad range of experience relevant to our business and a strong understanding of information technology matters. |

  20. Class I Directors

    | 16 | |

  21. Class I Directors

    | Independent Director since: 2014 Age: 68 Term Expires: 2026 Committees: Compensation Committee | Michael J. Zamkow | | | Retired Partner, Goldman Sachs | | | Principal Occupation, Business Experience, and Directorships Mr. Zamkow was elected as one of our directors in June 2014 and has served on our Compensation Committee since 2016. He retired from Goldman Sachs in November 2001 after a 17 year career, where he was a partner from 1994 to 2001. From 1999 to 2001, Mr. Zamkow was responsible for Goldman Sachs’ fixed income, currency and commodities business. He is a former member of the Board of Trustees of Northeastern University. Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Zamkow should serve as a director because he has extensive experience in the financial services industry. |

  22. Executive Officers Who Are Not Directors

    Executive Officers Who Are Not Directors Certain information regarding our executive officers, who are not directors, is set forth below. Generally, the Board elects our officers annually, although the Board or an authorized committee of the Board may elect or appoint officers at other times.

  23. Executive Officers Who Are Not Directors

    | Name | Age | Position(s) | | Rahul Kanwar | 49 | President and Chief Operating Officer | | Brian N. Schell | 58 | Executive Vice President and Chief Financial Officer (as of August 7, 2023) | | Jason White | 54 | Senior Vice President, General Counsel and Secretary |

  24. Executive Officers Who Are Not Directors

    | Age: 49 | Rahul Kanwar | | | President and Chief Operating Officer | | | Business Experience Rahul Kanwar has served as our President and Chief Operating Officer since August 2018. Prior to that, he served as our Executive Vice President and Managing Director, Alternative Assets from September 2017 to August 2018, and as our Senior Vice President and Managing Director, Alternative Assets, from January 2011 to September 2017. Mr. Kanwar was designated as an executive officer of SS&C in March 2013 and has served as a managing director of SS&C since 2005. Prior to SS&C, Mr. Kanwar was employed by Eisner LLP where he was responsible for managing the Eisnerfast LLC fund administration business. Mr. Kanwar started his career in public accounting. |

  25. Executive Officers Who Are Not Directors

    | 2024 PROXY STATEMENT | 17 |

  26. Executive Officers Who Are Not Directors

    | Age: 58 | Brian N. Schell | | | Executive Vice President and Chief Financial Officer | | | Business Experience Mr. Schell was appointed as our Executive Vice President and Chief Financial Officer in July 2023. Prior to that, Mr. Schell served as Executive Vice President, Chief Financial Officer and Treasurer of Cboe Global Markets (“Cboe”) since January 2018 and served as interim Chief Human Resources Officer of Cboe from January 2022 to June 2022. Prior to that, he served as Chief Financial Officer of Bats Global Markets, Inc. since March 2011. Prior to that, Mr. Schell worked in various financial roles at H&R Block, the Federal Deposit Insurance Corporation, KPMG and JP Morgan. Mr. Schell chaired securities and futures exchanges boards, which included paid independent boards for those regulated entities. |

  27. Executive Officers Who Are Not Directors

    | Age: 54 | Jason White | | | Senior Vice President, General Counsel and Secretary | | | Business Experience Jason White has served as our Senior Vice President, General Counsel and Secretary of SS&C since September 2021. Prior to that, Mr. White served as our Senior Vice President, Group General Counsel and Assistant Secretary from May 2018 to September 2021. Prior to joining SS&C, Mr. White was a New York Finance Partner and Co-Chair of the General Practice Group at Shearman & Sterling LLP from 2014 to 2018. Prior to his partnership at Shearman, he was a New York Finance Partner at Orrick, Herrington & Sutcliffe, LLP from 2011 to 2014. Prior to his partnership at Orrick, Mr. White worked as an attorney at Barclays Capital in New York from 2005 to 2011, where he was head of Finance Legal Americas and a member of the Legal Management Committee. Mr. White began practicing law in Arizona in 1997. |

  28. Executive Officers Who Are Not Directors

    | 18 | |

  29. Criteria and Diversity of Director Nominees

    Criteria and Diversity of Director Nominees In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating and Governance Committee applies the criteria specified in its charter. These criteria include the candidate’s:

  30. Criteria and Diversity of Director Nominees

    | PROFESSIONALISM Nominees should have a reputation for integrity, honesty and adherence to high ethical standards. | | EXPERTISE Nominees should demonstrate business acumen, experience and an ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company, and an ability to contribute positively to the decision-making processes of the Company. | | | COMMITMENT Nominees should have a commitment to understanding the Company and its industry and to regularly attending and participating in meetings of the Board and its committees. | | AWARENESS OF CONSTITUENT INTERESTS Nominees should have the ability to understand the sometimes conflicting interests of stockholders, customers, employees and other constituencies of the Company, and should not have, or appear to have, a conflict of interest. | |

  31. Criteria and Diversity of Director Nominees

    The Nominating and Governance Committee charter specifically states that the value of diversity (including, but not limited to, race, religion, national origin, sex, sexual orientation, disability and any other basis proscribed by law) on the Board should be considered. In terms of criteria for composition of the Board and Board committees, in addition to diversity, the Nominating and Governance Committee also considers issues of judgment, age, skills, background and experience of the directors, with the goal of providing a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criteria is a prerequisite for any prospective nominee. The director biographies above describe each nominee’s experience, qualifications, attributes and skills that led the Board to conclude that he or she should continue to serve as a member of the Board. Our Board believes that each of the nominees has realized significant professional and personal achievements and possesses the background, talents and experience that are necessary for the Company’s success and the creation of stockholder value.

  32. Non-Employee Director Compensation

    Non-Employee Director Compensation In 2023, in consultation with its independent compensation consultant, FW Cook, the Board approved the adoption of a new, market-competitive non-employee director compensation program to help attract and retain talented individuals to serve as our Board members, which became effective March 29, 2023. Under this new program, our non-employee directors are eligible to receive an annual cash retainer of $90,000, plus additional cash compensation for services as follows: Lead Independent Director: $50,000; Audit Committee Chair: $30,000; Compensation Committee Chair: $25,000; and Nominating and Governance Committee Chair: $20,000. Our non-employee directors are also eligible for an annual grant of restricted stock unit awards in the amount of $200,000, which are granted annually on or about the time of our annual meeting of stockholders and vest on the earlier of the first anniversary of the grant date or the next stockholder meeting date. All of our directors are reimbursed for reasonable out-of-pocket expenses associated with their service on the Board. Mr. Stone, as an employee of the Company, did not receive any additional compensation for Board service. The following table contains information with respect to the compensation of our non-employee directors for fiscal 2023.

  33. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash ($) | RSU award(3)(4) ($) | Total ($) | | Normand A. Boulanger | 95,000(1) | 200,003 | 295,003 | | Smita Conjeevaram | 128,000(2) | 200,003 | 328,003 | | Michael E. Daniels | 120,000(1) | 200,003 | 320,003 | | Jonathan E. Michael | 148,000(2) | 200,003 | 348,003 | | David A. Varsano | 118,000(2) | 200,003 | 318,003 | | Michael J. Zamkow | 95,000(1) | 200,003 | 295,003 |

  34. Non-Employee Director Compensation

    (1) Includes $5,000 for attending Board meetings prior to the March 2023 adoption of our new non-employee director compensation program. (2) Includes $5,000 for attending Board meetings and $3,000 for attending an Audit Committee meeting prior to the adoption of our new non-employee director compensation program. (3) The amounts in this column reflect the aggregate grant date fair value of stock awards granted to our non-employee directors in fiscal 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. As of December 31, 2023, the aggregate number of stock awards outstanding for each of our non-employee directors was 3,562. (4) As of December 31, 2023, the aggregate number of stock options outstanding for each of our non-employee directors was as follows: Mr. Boulanger—833,000; Ms. Conjeevaram—75,500; Mr. Daniels—45,000; Mr. Michael—45,000; Mr. Varsano—43,495; and Mr. Zamkow—81,500. We maintain ownership guidelines under which our directors and executive officers are expected to accumulate and retain a meaningful level of ownership in our stock. Under the stock ownership guidelines, directors are required to hold stock having value equal to at least 5X their annual board cash retainer. As of December 31, 2023, each of our non-employee directors was in compliance with our stock ownership guidelines. See “Stock Ownership Guidelines, Anti-Hedging and Pledging Policy and Clawback Policy” on page 46 for additional information regarding our stock ownership guidelines.

  35. Non-Employee Director Compensation

    | 30 | |

  36. Non-Employee Director Compensation

    We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act. Our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for successful performance on our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our stockholders. We have designed the annual cash bonus and long-term incentive program components of our executive compensation program in response to feedback we received from stockholders following the results of the “say-on-pay” vote at our 2022 annual meeting and robust stockholder engagement process throughout 2022 and 2023. The enhancements made to our programs are consistent with our ongoing initiative to ensure that our compensation program aligns with prevailing market practice and promotes pay for performance. In particular, we have adopted a formulaic annual cash bonus program under which target bonus opportunities are established for each executive and are earned and paid in cash based on the achievement of pre-established, objective performance metrics. In addition, our long-term incentive program reflects a market-based award mix of performance-vesting stock units (PSUs), time-based stock options and time-vesting RSUs. Long-term incentive awards are granted based on an aggregate target value on the date of grant, rather than our historical approach prior to 2023 of making grants based on a target number of shares, to promote year-over-year stability and align with prevailing market practice. At the 2023 annual meeting, shareholders had the opportunity to vote, on an advisory, non-binding basis, on the frequency of our “say-on-pay” votes. Shareholders supported a resolution that we hold a “say-on-pay” vote every year in accordance with the Board’s recommendation. Accordingly, we will be holding “say-on-pay” votes on an annual basis, with the next “say-on-pay” vote to occur at the 2025 Annual Meeting of Stockholders. The chart below highlights certain key aspects of our executive compensation program, including the mix of compensation elements based on target levels. For additional details regarding the components of our executive compensation program, see the Compensation Discussion & Analysis continuing on page 40 of this proxy statement.

  37. Non-Employee Director Compensation

    | 2024 PROXY STATEMENT | 31 |

  38. Non-Employee Director Compensation

    | | | CEO Compensation Mix | Other NEOs Compensation Mix | Purpose | Performance Goals/Vesting | Key Features | | | | | | Provides certainty and predictability to meet ongoing living and other financial commitments Fixed compensation in exchange for investing in a career with SS&C | N/A | The only fixed component of our executive compensation program | | | | | | Focus executive officers on achievement of annual growth, profitability and cash flow goals that drive sustainable stockholder value creation over the longer-term | Corporate Performance: • Adjusted revenue (25%) • Organic revenue growth (25%) • Operating cash flow (25%) • Adjusted consolidated EBITDA (25%) Strategic Modifier: +/-25% adjustment based on achievement of overall business and individual performance against pre-established strategic KPIs | Target bonus opportunities established by the Compensation Committee Paid 100% in cash Maximum payout capped at 250% of target No payout if performance falls below threshold levels for all metrics | | | | PSUs (50%) | | | | | | | | | | Closely aligns our NEOs’ interests with the long-term interests of our stockholders and promotes the retention of our executive team | PSUs are earned and vest between 0% and 200% based on achievement of a three-year average annual EPS performance goal PSUs are also subject to a 20% modifier adjustment based on achievement of relative TSR performance metric during the three-year performance period. No upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative and total payout cannot exceed 200% including the modifier | Number of shares underlying each award is based on the aggregate target value on the date of grant Replaces historical PSOs with PSUs and adds RSU component to align with market practice Comprises 50% of annual long-term incentive awards | | | | Time-Based Stock Options (25%) | | | | | | | | | | | Vesting 25% on the first anniversary of the grant date, and 1/36 of the remaining number monthly until the fourth anniversary of the grant | Comprises 25% of annual long-term incentive awards | | | | RSUs (25%) | | | | | | | | | | | Vesting in equal annual installments over 3 years | Comprises 25% of annual long-term incentive awards |

  39. Non-Employee Director Compensation

    | 32 | |

  40. Non-Employee Director Compensation

    The Board is asking stockholders to approve a non-binding advisory vote on the following resolution. This vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables and any related narrative disclosures in this proxy statement, is hereby approved.

  41. Non-Employee Director Compensation

    | The board of directors recommends that you vote to approve the compensation of our named executive officers by voting FOR proposal 2. |

  42. OVERVIEW

    | | Features | Our Compensation Program | | | Bonus Targets | Each NEO has a target bonus opportunity established by the Compensation Committee | | | Predetermined weighting of metrics | There were four equally weighted Company financial metrics for 2023 bonuses: (i) adjusted revenue, (ii) organic revenue growth, (iii) operating cash flow and (iv) adjusted consolidated EBITDA | | | Formulaic payout determinations | Bonus payouts based on achievement of pre-established financial metrics, with a potential of up to +/-25% strategic modifier adjustment based on the Compensation Committee’s holistic assessment of overall business and individual performance against pre-established strategic KPIs | | | Cap on payouts | Bonus payouts capped at 250% of target; no payout if goals are achieved below threshold performance level | | | Form of payouts | Bonus payouts made 100% in cash in the year following the performance year | | | Annual grants based on target value on the date of grant | Each NEO has a target value on the date of grant from which the number of shares is determined and which is set based on a review of competitive market data and company and individual performance | | | Award mix | Grants are comprised 50% of PSUs, 25% of time-based stock options and 25% of RSUs | | | Range of pre-established performance metrics | PSUs vest based on achievement of a three-year average annual EPS growth metric, with an up to +/-20% performance modifier based on relative TSR achievement There will be no upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative | | | Cap on payouts | Total payout of PSUs cannot exceed 200% of target (including the modifier) |

  43. Performance Goals Promote Strategic Execution and Shareholder Value Creation

    Performance Goals Promote Strategic Execution and Shareholder Value Creation In designing our compensation program, the Compensation Committee focuses on ensuring that our compensation program closely aligns the interests of our NEOs with those of stockholders by incorporating financial performance measures that compensate our NEOs for the execution of our strategic plan, which is intended to create stockholder value. For 2023, the Compensation Committee, together with FW Cook and in consultation with our CEO, selected the performance measures set forth in the following table for use in our annual bonus program and long-term incentive program. The Compensation Committee believes that the interplay of the four annual financial performance metrics under our annual bonus program combined with the three-year adjusted EPS growth metric and relative TSR modifier under our long-term incentive program complement one another and provide quantitative, objective performance goals that strongly link our NEOs’ pay with Company performance against key measures of success and stockholder value creation.

  44. Performance Goals Promote Strategic Execution and Shareholder Value Creation

    | Annual Bonus Program | Adjusted Revenue | Measures top-line revenue performance of the Company | | | Organic Revenue Growth | Measures the growth of SS&C’s core business apart from the effects of acquisitions | | | Operating Cash Flow | Measures cash after capital investments that allow us to repay indebtedness, make strategic investments and return capital to shareholders | | | Adjusted Consolidated EBITDA | Key profitability measure, which gauges the costs of the Company’s capital structure and is used in the Company’s senior credit facilities | | Long-Term Incentive Program | Adjusted EPS Growth | Reflects profitability growth on a per-share basis over a 3-year period | | | Relative TSR Modifier | Measures the total shareholder return of investing in the Company against the Company’s disclosed peers over a three-year period |

  45. Pay for Performance

    Pay for Performance In furtherance of our pay for performance philosophy, the Compensation Committee made compensation decisions for 2023 that are directly reflective and correlative of the Company’s business and operational performance achievements in 2023 as shown above. This relationship between pay and performance exemplifies the Compensation Committee’s commitment to establish a direct link between executive pay and tangible strategic and financial results. Specifically: • We achieved performance between the threshold and target levels in each of the metrics during 2023. The aggregate results led to an overall 2023 bonus payout to our named executive officers of 70.8% of target levels. The amount earned for each metric ranged from 58.0% for operating cash flow to 76.9% for adjusted revenue. • The strategic modifier component of the annual bonus program enables the Compensation Committee to evaluate overall business and individual performance and determine whether an upward or downward adjustment is appropriate in light of a number of factors, including the macro-economic environment; for 2023, the Compensation Committee determined that no adjustment would be applied under the strategic modifier component of the 2023 annual bonus program. • We utilize rigorous performance goals in our long-term equity incentive program that provide payouts upon attaining high levels of sustained performance. For the PSOs granted to our NEOs (other than Messrs. Schell and White) in March 2021 (which had a 2021-2023 performance period) and the PSUs granted to our NEOs (other than Mr. Schell) in March 2022 (which had a 2022-2023 performance period), the awards paid out at 79.22% and 0%, respectively. For additional details regarding the payout of these awards, see “Performance-based stock option and stock unit performance periods that concluded in 2023” on page 45 of this proxy statement. For 2023, approximately 95% our CEO’s and 95% of our other NEOs’ (on average) total direct compensation was performance-based and reflect the Compensation Committee’s review of our overall financial performance.

  46. Compensation Best Practices

    | | WHAT WE DO | | WHAT WE DON’T DO | | | Require the Compensation Committee to solely comprise of independent board members | | Don’t provide excise tax gross ups to our executive officers | | | Utilize an independent compensation consultant engaged by the Compensation Committee | | Don’t provide excess perquisites or personal benefits to our executive officers | | | Emphasize pay for performance and consider competitive data in setting our executive’s compensation | | Don’t allow for repricing or cash buyouts of underwater stock options and stock appreciation rights without stockholder consent | | | Provide formula-based annual cash incentive opportunities | | | | | Cap payouts on annual bonuses and PSU awards | | Don’t allow our executives to engage in any transactions that are designed to hedge or pledge company stock | | | Apply rigorous performance goals to annual and multi-year performance awards | | | | | Review and consider executive officer compensation in connection with a peer group, as a market-based reference point | | No acceleration of equity awards on a “single-trigger” basis on a change in control for our named executive officers for grants made on or after December 2020 | | | Maintain stock ownership guidelines for our executives and non-employee directors that promote accumulation and retention of our stock with market leading levels of required stock ownership (e.g., 10x salary for our CEO) | | | | | Maintain a clawback policy on incentive compensation in the event of a financial restatement resulting from misconduct by our executives, in addition to an incentive compensation clawback policy mandated by the Dodd-Frank Act that applies in the event of a financial restatement without regard to fault or misconduct by our executives | | Don’t pay dividends or dividend equivalents in respect of any unvested or unearned equity awards | | | Grant at least half of a senior executive’s annual long-term incentives in the form of performance-based awards | | Don’t maintain any defined benefit pension plans or supplemental executive retirement plans for our executives |

  47. Process for Administering Our Executive Compensation Practices

    | January-March | | • Review and assess business and individual performance against prior year metrics • Certify performance results and determine compensation payout levels • Review compensation policies and evaluate risk-taking | | • Review corporate goals and objectives for current year • Establish target pay levels, including approval of performance metrics and goal calibration for the annual bonus programs and PSUs • Approve annual equity incentive grants | | April-December | | • Review say-on-pay results and engage with stockholders • Consider and review adjustments to compensation programs based on feedback received • Review compensation peer group, peer group pay levels for executives and non-employee directors, and market trends • Review compensation policies, including any required modifications based on regulatory developments • Develop agenda for following compensation year |

  48. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant Since 2020, the Compensation Committee has engaged FW Cook as its independent compensation consultant to provide advice and analysis to the Compensation Committee as part of its comprehensive review of our executive compensation programs. FW Cook’s assistance includes competitive market analysis of our pay for performance alignment, incentive program design, and market positioning among our peer group, which informs the Compensation Committee’s decision-making. FW Cook is retained by and reports to the Compensation Committee and, upon the request of the Compensation Committee, participates in committee meetings. Other than services provided to the Compensation Committee, FW Cook did not provide any services to the Company in 2023. Each year, the Compensation Committee evaluates the independence of its compensation consultant to determine whether the services provided by the consultant raise any conflicts of interest. In 2023, the Compensation Committee determined that its engagement of FW Cook did not present any conflicts of interest.

  49. Guidance from Independent Compensation Consultant

    | 38 | |

  50. Competitive Landscape

    Competitive Landscape Working with FW Cook, the Compensation Committee establishes a peer group from which it reviews relevant competitive compensation data to help inform its decisions regarding executive pay levels and program design. For 2023 executive compensation, the peer group was unchanged from the list set forth in our 2023 Proxy (“2023 Peer Group”) and was selected considering company size, industry relevance, and shared client base. The group was constructed such that, in totality, it would represent a reasonable market reference point, placing us near the median of the group in terms of revenue. This group is reviewed annually for continued suitability. The 17 companies comprising the 2023 peer group for 2023 executive officer compensation are:

  51. Elements of Our Compensation Program

    | | | Purpose | Performance Goals/Vesting | Key Features | | | | Provides certainty and predictability to meet ongoing living and other financial commitments Fixed compensation in exchange for investing in a career with SS&C | N/A | The only fixed component of our executive compensation program | | | | Focus executive officers on achievement of annual growth, profitability and cash flow goals that drive sustainable stockholder value creation over the longer-term | Corporate Performance Metrics: • Adjusted revenue (25%) • Organic revenue growth (25%) • Operating cash flow (25%) • Adjusted consolidated EBITDA (25%) • Strategic initiatives • Human capital management • Individual leadership goals Individual Performance: +/-25% strategic modifier adjustment based on a holistic review of overall business and individual performance against strategic KPIs including for 2023: | Annual target bonuses established by the Compensation Committee Paid 100% in cash Maximum payout capped at 250% of target No payout if performance falls below threshold levels for all metrics | | | | Closely aligns our NEOs’ interests with the long-term interests of our stockholders and promotes the retention of our executive team | PSUs are earned and vest between 0% and 200% based on achievement of a three-year average EPS performance goal and are subject to a 20% modifier adjustment based on achievement of relative TSR performance metric during the three-year performance period. No upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative Total payout cannot exceed 200% of target (including the modifier) Time-based RSUs vest in equal annual installments over three years | Number of shares underlying each award is based on the executive’s aggregate target value on the date of grant Grants are comprised 50% of PSUs, 25% of time-based stock options and 25% of RSUs Replaces historical performance-based stock options (“PSOs”) with PSUs and adds RSU component to align with market practice | | | | | Time-based stock options vest 25% on the first anniversary of the grant date, and 1/36 of the remaining number monthly until the fourth anniversary of the grant date | |

  52. Annual Bonus

    Annual Bonus

  53. Our Annual Bonus Program

    Our Annual Bonus Program We maintain a formulaic, target-based annual bonus program that aims to provide incentives to our executive officers that drive annual performance based on our operating plan and individual performance goals, while retaining the ability to adjust payouts based on the Compensation Committee’s holistic assessment of overall Company performance in the business environment and each NEO’s individual performance during the year (which we refer to as the “strategic modifier”). At the beginning of each year, the Compensation Committee, with input from our management team, will establish target bonus opportunities as well as corporate performance factors and payout formulas. The performance goals are intended to be rigorous and promote our agenda to create stockholder value.

  54. 2023 Target Bonus Opportunity

    2023 Target Bonus Opportunity The Compensation Committee established the following target bonus opportunities for each of our NEOs in 2023, which were set considering competitive data from our 2023 Peer Group.

  55. 2023 Target Bonus Opportunity

    | Named Executive Officer | 2023 Target Bonus Opportunity ($) | | William C. Stone | $5,000,000 | | Rahul Kanwar | $4,000,000 | | Brian N. Schell | $1,400,000 | | Jason White | $1,000,000 | | Patrick Pedonti | $1,500,000 |

  56. 2023 Target Bonus Opportunity

    Brian N. Schell was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer, effective August 7, 2023, and replaced Patrick Pedonti, who served as the Company’s Senior Vice President, Chief Financial Officer until his retirement on that date. In light of the timing of when discussions first started with Mr. Schell to join the Company, and in order to make him whole for the compensation he forfeited with his existing employer, as part of the negotiations in connection with his offer letter, the Compensation Committee decided not to prorate his 2023 target bonus opportunity. See “2023 Annual Bonus Program Results” below for details regarding the 2023 bonus payouts. Following Mr. Pedonti’s retirement as the Company’s Senior Vice President, Chief Financial Officer and Treasurer and the assumption of his role as a non-executive employee through the remainder of 2023, Mr. Pedonti was no longer eligible to receive a bonus under the 2023 annual bonus program for executives as described below.

  57. Components of 2023 Annual Bonus Program

    Components of 2023 Annual Bonus Program The components of our 2023 annual bonus program included a company performance factor consisting of four equally-weighted performance metrics, representing key drivers of sustainable stockholder value creation for our Company, and an individual strategic modifier. Achievement of the company performance factor is based on the level of attainment of the rigorous pre-established financial performance goals set forth below, while the strategic modifier is intended to provide the Compensation Committee with an opportunity to make an upwards or downwards 25% adjustment to the annual bonus payout based on its holistic assessment of overall Company performance in the business environment and each executive’s performance against pre-established strategic KPIs. This strategic modifier provides the Compensation Committee with the ability to more closely tailor annual bonus payouts based on its evaluation of strategic goal attainment and an assessment of individual performance over the year, thereby further reinforcing the Company’s culture of performance and accountability. The target achievement levels established for the Company performance factors used for the 2023 performance year aligned with guidance that the Company provided to the market in connection with our Q4 and Full Year 2022 Earnings Results shared on February 7, 2023. Actual bonus payouts for each NEO ranges between 50% and 250% of his or her target annual bonus opportunity, provided that no payout is provided for any metric that does not achieve threshold performance and if achievement of all company performance factors is less than threshold performance, then there is no payout of annual bonuses. Payouts are linearly interpolated for achievement between stated performance levels.

  58. Components of 2023 Annual Bonus Program

    | TARGET BONUSX | COMPANY PERFORMANCE FACTORX | STRATEGIC MODIFIER (+/-25%) | = | ACTUAL BONUS |

  59. Components of 2023 Annual Bonus Program

    | | | 2023 Goal Calibration* | | | Payout Calibration | | | | CPF Metrics | Wgt. | Thresh. | Target | Max. | Thresh. | Target | Max. | | Adjusted Revenue(1) | 25% | $5,416.6 | $5,555.5 | $5,694.4 | 50% | 100% | 250% | | Organic Revenue Growth(1) | 25% | 1.5% | 4.0% | 6.5% | 50% | 100% | 250% | | Operating Cash Flow(1) | 25% | $1,258.8 | $1,325.0 | $1,391.3 | 50% | 100% | 250% | | Adjusted Consolidated EBITDA(1) | 25% | $2,057.7 | $2,166.0 | $2,274.3 | 50% | 100% | 250% |

  60. Components of 2023 Annual Bonus Program

    | 42 | |

  61. Components of 2023 Annual Bonus Program

    *Dollar amounts in the table reflected in millions Adjusted Revenue, Organic Revenue Growth, Operating Cash Flow and Adjusted Consolidated EBITDA are non-GAAP financial measures. See Appendix A for definitions and reconciliations of all non-GAAP financial measures referenced herein. For the 2023 performance year, the Compensation Committee selected the following strategic modifier KPI categories under the annual bonus program: (i) strategic initiatives (e.g., product launches, acquisitions and divestitures), (ii) human capital management (e.g., employee engagement, leadership and exemplification of culture and values and succession/leadership development); and (iii) individual leadership goals and objectives. The Compensation Committee, with input from our CEO, takes a measured approach on this performance review to ensure that our executives are appropriately motivated and incentivized to continue to perform at high levels and to avoid any incentives for excessive risk-taking.

  62. 2023 Annual Bonus Program Results

    2023 Annual Bonus Program Results In early 2024, the Compensation Committee assessed the Company’s achievement of the company performance factor and made final decisions with respect to application of the strategic modifier and payout of 2023 annual bonuses. The table below sets forth the achievement of each financial metric under the company performance factor of the 2023 bonus program. Based on this achievement, the aggregate achievement of the company performance factor was determined to be 70.8% of target levels (with dollar amounts in the table reflected in millions).

  63. 2023 Annual Bonus Program Results

    | Company Performance Factor Metric | 2023 Target | 2023 Actual Performance | 2023 Bonus Payout Level (as a % of target) | | Adjusted Revenue(1) (2) | $5,555.5 | $5,491.4 | 76.9% | | Organic Revenue Growth(1) | 4.0% | 2.8% | 76.0% | | Operating Cash Flow(1)(3) | $1,325.0 | $1,269.3 | 58.0% | | Adjusted Consolidated EBITDA(1)(4) | $2,166.0 | $2,105.6 | 72.1% |

  64. 2023 Annual Bonus Program Results

    (1) Adjusted Revenue, Organic Revenue Growth, Operating Cash Flow and Adjusted Consolidated EBITDA are non-GAAP financial measures. See Appendix A for definitions and reconciliations of all non-GAAP financial measures referenced herein. (2) In determining the achievement of the Company Performance Factor metrics under our 2023 annual bonus program, the Compensation Committee reviewed and approved an adjustment to the Adjusted Revenue metric to account for the impact of foreign currency exchange rate fluctuations, which resulted in a downward adjustment of $14.4 million to the Adjusted Revenue metric under the 2023 annual bonus program. Accordingly, the above stated actual results for the Adjusted Revenue metric utilized under our 2023 annual bonus program is different from the Adjusted Revenue measure used by us for other purposes, including as described on page 35 of this Proxy Statement. (3) In determining the achievement of the Company Performance Factor metrics under our 2023 annual bonus program, the Compensation Committee reviewed and approved adjustments to the Operating Cash Flow metric to account for the impact of foreign currency exchange rate fluctuations (upward adjustment of $2.1 million) and the unexpected timing of a penalty paid associated with litigation settled in 2023 (upward adjustment of $52.1 million). (4) In determining the achievement of the Company Performance Factor metrics under our 2023 annual bonus program, the Compensation Committee reviewed and approved adjustments to the Adjusted Consolidated EBITDA metric to account for the impact of foreign currency exchange rate fluctuations, which resulted in a downward adjustment of $2.1 million to the Adjusted Consolidated EBITDA metric under the 2023 annual bonus program. The Compensation Committee also considered the achievement against the strategic KPI categories described above as well as relative Company performance in the macro business environment. Following robust discussions, the Compensation Committee determined that no upward or downward modifier would be applied to the NEOs’ annual bonus payouts for 2023 under the strategic modifier component of our annual bonus program for 2023. The table below reflects the actual annual bonuses awarded to our named executive officers for 2023 performance.

  65. 2023 Annual Bonus Program Results

    | Named Executive Officer | 2023 Target Bonus Opportunity ($) | Company Performance Factor (%) | Strategic Modifier Adjustment (%) | 2023 Bonus Payouts | | William C. Stone | $5,000,000 | 70.8% | N/A | $3,540,000 | | Rahul Kanwar | $4,000,000 | 70.8% | N/A | $2,832,000 | | Brian N. Schell | $1,400,000 | 70.8% | N/A | $991,200 | | Jason White | $1,000,000 | 70.8% | N/A | $708,000 | | Patrick Pedonti(1) | $1,500,000 | N/A | N/A | N/A |

  66. 2023 Annual Bonus Program Results

    Following Mr. Pedonti’s retirement as the Company’s Senior Vice President , Chief Financial Officer and Treasurer and the assumption of his role as a non-executive employee through the remainder of 2023, Mr. Pedonti was no longer eligible to receive a bonus under the 2023 annual bonus program for executive officers as described above, however did receive a discretionary bonus payment as a non-executive employee in the amount of $100,000. The discretionary bonus paid to Mr. Pedonti was made in recognition of the service provided throughout 2023, including the additional work he performed as a non-executive employee following his retirement as Senior Vice President , Chief Financial Officer and Treasurer. For additional details regarding his discretionary bonus payment, see “Potential Payments upon Termination or Change of Control” beginning on page 52 of the proxy statement.

  67. 2023 Annual Bonus Program Results

    | 2024 PROXY STATEMENT | 43 |

  68. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards The Compensation Committee believes that equity-based long-term incentive compensation is a critical component of our executive compensation program and is committed to the use of a program that appropriately motivates and incentivizes our NEOs and aligns their interests with those of our stockholders. Our long-term incentive compensation program has evolved over recent years to incorporate and emphasize performance-based equity awards that are intended to promote alignment of our executive interests with those of our stockholders and to promote long-term stockholder value creation. Effective beginning for grants made in 2023, grants under the long-term incentive program are comprised of 50% of PSUs, 25% of time-based stock options and 25% of RSUs. Under the redesigned program, each NEO receives equity incentive awards based on an aggregate target value on the date of grant (as opposed to a target share number under our historic approach). The targeted grant date fair value will be determined by the Compensation Committee each year after a holistic consideration of competitive data and individual-specific factors our four named executive officers. The table below sets forth the approved target value for each of the equity awards granted to our NEOs under our compensation program in 2023.

  69. Long-Term Incentive Equity Awards

    | Name | PSUs ($) | Stock Options ($) | RSUs ($) | Aggregate Target Value ($) | | William C. Stone | $7,500,000 | $3,750,000 | $3,750,000 | $15,000,000 | | Rahul Kanwar | $6,000,000 | $3,000,000 | $3,000,000 | $12,000,000 | | Jason White | $2,250,000 | $1,125,000 | $1,125,000 | $4,500,000 | | Patrick Pedonti | $2,500,000 | $1,250,000 | $1,250,000 | $5,000,000 |

  70. Long-Term Incentive Equity Awards

    In connection with the commencement of his employment with the Company in 2023, the Compensation Committee approved an annual equity award for Mr. Schell with an approved target value of $4,000,000 in the aggregate, which was comprised of 50% of performance stock units, 25% of time-based stock options and 25% of restricted stock units. These grants to Mr. Schell are subject to the same terms and conditions as applicable to the annual grants made to our other NEOs for 2023, as described above. In addition, as an inducement for him to accept his offer and solely in consideration of the value of unvested awards that were forfeited by Mr. Schell from his prior employer, Mr. Schell also received a “make-whole” award of restricted stock units having a target value on the date of grant of $5,500,000, which will vest in equal annual installments over three years.

  71. PSUs

    PSUs In connection with the redesign of our compensation program in 2022, the Compensation Committee introduced PSUs as the most significant single component of the annual award mix under our long-term incentive program, replacing the PSOs that were previously granted under our prior program. The Compensation Committee believes that emphasizing performance-based awards in the form of PSUs in the overall equity award mix is closely aligned with market practice and continues to place a strong emphasis on pay-for-performance and aligning the NEOs’ compensation with long-term stockholder value creation. For PSUs granted in 2023 (“2023 PSUs”), the Compensation Committee selected a performance goal comprised of a three-year average annual EPS growth rate, which is measured based on our Adjusted Diluted EPS (“3-Year EPS Growth”). The Compensation Committee believes that the 3-Year EPS Growth metric will closely align the potential payout of the 2023 PSUs to the value ultimately realized by our stockholders over a similar time horizon, and complements the financial performance measures used in the annual cash bonus program described under “Annual Bonus” above. The 2023 PSUs will be eligible to become earned and vest between 0% and 200% of target levels based on the achievement of the three-year EPS Growth metric over a three-year performance period from January 1, 2023 through December 31, 2025, as set forth in the table below (with linear interpolation applied between performance levels), subject generally to the NEO’s continued employment with us through the final determination of the satisfaction of the performance goals by the Compensation Committee, expected to occur in early 2026. The Committee believes that these performance targets represent rigorous performance goals, and that if the PSUs are earned at or above target levels, it will result in significant value creation for our stockholders.

  72. PSUs

    | Adjusted Diluted EPS Growth Rate | Payout Percentage | | 10% (maximum) | 200% | | 7.5% (target) | 100% | | 5% (threshold) | 50% | | <5%) (below threshold) | 0% |

  73. PSUs

    | 44 | |

  74. PSUs

    In addition, the ultimate payout of the 2023 PSUs is also subject to a relative TSR performance modifier based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising our compensation benchmarking peer group described under “Competitive Landscape”, as set forth in the table below. Once the achievement of 3-Year EPS Growth is calculated, the relative TSR modifier will then be applied to the 2023 PSU payout level, with the ultimate payout level adjusted upwards or downwards by up to 20% (subject to the maximum 200% payout). No upward modifier will be applied if our absolute TSR is negative for the three-year performance period. The Compensation Committee has incorporated the relative TSR metric as a performance modifier to the PSUs to more directly link the long-term incentive compensation program to our stockholders’ returns. As a result, the use of this relative TSR modifier will reward the NEOs for sustained market outperformance, as well as regulate payouts for market underperformance, even if the 3-Year EPS Growth metric is achieved at or above-target.

  75. PSUs

    | Relative TSR Modifier | Modifier % | | ≥ 80th percentile | +20% | | 55th percentile | 0% | | ≤ 30th percentile | -20% |

  76. Stock Options

    Stock Options Stock options will remain a key component of the annual equity award mix, but will comprise a smaller proportion of the overall award value as they had in prior years. The Compensation Committee continues to believe that stock options play an effective role in linking pay with performance in that our stock price must appreciate following the grant date in order for the options to deliver any value to the NEOs. The stock options granted in 2023 (“2023 Options”) will vest over a four-year period from the grant date, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments for three years thereafter, subject generally to the NEO’s continued employment with us through each vesting date.

  77. RSUs

    RSUs The Compensation Committee also introduced RSUs as a new component of the NEOs’ annual equity award mix under our long-term incentive program in 2022, which the Compensation Committee believes will promote executive retention by linking vesting to continuous employment requirements. While there are no express performance conditions applicable to the RSUs, the RSU awards are inherently performance-based and aligned with stockholder value creation, as the value of the shares ultimately realized by the NEOs on vesting will be directly impacted by our stock price. The RSUs granted in 2023 (“2023 RSUs”) will vest in equal annual installments on each of the first three anniversaries of the grant date, subject generally to the NEO’s continued employment with us through each vesting date.

  78. Performance-based stock option and stock unit performance periods that concluded in 2023

    Performance-based stock option and stock unit performance periods that concluded in 2023 In February 2024, the Compensation Committee reviewed our results for the performance periods associated with PSOs granted to Messrs. Stone, Kanwar and Pedonti in March 2021, which had a 2021 – 2023 performance period (the “March 2021 PSOs”) and PSUs granted Messrs. Stone, Kanwar, Pedonti and White in March 2022, which had a 2022 – 2023 performance period (the “March 2022 PSUs”) which are summarized in the table below.

  79. Performance-based stock option and stock unit performance periods that concluded in 2023

    | | March 2021 PSOs | | March 2022 PSUs | | | Performance period | 2021 – 2023 | | 2022 – 2023 | | | Performance metric | Average Annual Adjusted Diluted EPS Growth Rate | | Average Annual Adjusted Diluted EPS Growth Rate | | | Maximum – Growth Rate / Vesting Percentage | 10.5% | 200% | 10.5% | 200% | | Target – Growth Rate / Vesting Percentage | 4.5% | 100% | 4.5% | 100% | | Threshold – Growth Rate / Vesting Percentage | 2.5% | 75% | 2.5% | 75% | | Below Threshold – Growth Rate / Vesting Percentage | <2.5% | 0% | <2.5% | 0% | | Actual results – Growth Rate / Vesting Percentage | 2.84% | 79.22% | -4.1% | 0% |

  80. Performance-based stock option and stock unit performance periods that concluded in 2023

    Following the certification of the performance goals by the Compensation Committee, Mr. Stone received 178,245 PSOs, Mr. Kanwar received 110,908 PSOs and Mr. Pedonti received 71,298 PSOs. Since the 2022 PSUs resulted in below threshold performance, the awards were cancelled and forfeited on the performance certification date without the delivery of any shares to our NEOs.

  81. Performance-based stock option and stock unit performance periods that concluded in 2023

    | 2024 PROXY STATEMENT | 45 |

  82. 2024 Peer Group

    2024 Peer Group In connection with its regular annual review of our market competitiveness among our peers in August 2023, the Compensation Committee updated the comparison companies peer group. The 18 companies comprising the 2024 peer group are:

  83. 2024 Peer Group

    | Autodesk (Nasdaq: ADSK) Block (f.k.a Square) (NYSE: SQ) Bread Financial Holdings (f.k.a. Alliance Data Systems) (NYSE: BFH) Broadridge Financial Solutions (NYSE: BR) Concentrix (Nasdaq: CNXC) DXC Technology (NYSE: DXC) Euronet Worldwide (Nasdaq: EEFT) | FactSet Research Systems (NYSE: FDS) Global Payments (NYSE: GPN) Intuit (Nasdaq: INTU) Jack Henry & Associates (Nasdaq: JKHY) Maximus (NYSE: MMS) Palo Alto Networks (Nasdaq: PANW) Paychex (Nasdaq: PAYX) | Synopsys (Nasdaq: SNPS) VMware (NYSE: VMW) The Western Union Company (NYSE: WU) Workday (Nasdaq: WDAY) |

  84. Employment Agreements and Severance and Change of Control Benefits

    Employment Agreements and Severance and Change of Control Benefits Mr. Stone and Mr. Schell are currently the only NEOs with employment agreements or any contractual severance entitlements upon a termination of employment (other than with respect to any “double-trigger” equity acceleration, as described under “Potential Payments upon Termination or Change of Control below). Mr. Stone’s and Mr. Schell’s agreements provide for certain payments and benefits in the event of specified termination of employment scenarios, as described in detail under “Potential Payments Upon Termination or Change of Control” below.

  85. Summary Compensation Table

    Summary Compensation Table The following table contains information with respect to the compensation earned by our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021.

  86. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | William C. Stone | 2023 | 1,000,000 | — | 11,798,896(5) | 3,750,824 | 3,540,000 | 8,444 | 20,098,164 | | Chief Executive Officer | 2022 | 875,000 | — | 8,102,003 | — | 3,825,000 | 8,389 | 12,810,392 | | | 2021 | 875,000 | — | — | 14,098,500 | 8,000,000 | 8,389 | 22,981,889 | | Rahul Kanwar | 2023 | 800,000 | — | 9,439,128(5) | 3,000,666 | 2,832,000 | 8,355 | 16,080,149 | | Chief Operating Officer | 2022 | 673,958 | — | 6,074,705 | — | 3,060,000 | 8,334 | 9,816,997 | | | 2021 | 575,000 | — | — | 10,339,000 | 7,500,000 | 8,255 | 18,422,255 | | Brian N. Schell (6) | 2023 | 240,909 | — | 8,756,250(5) | 999,846 | 991,200 | 89 | 10,988,294 | | Chief Financial Officer | | | | | | | | | | Jason White | 2023 | 500,000 | — | 3,539,773(5) | 1,125,254 | 708,000 | 8,222 | 5,881,249 | | Chief Legal Officer | 2022 | 494,792 | — | 1,516,879 | — | 765,000 | 8,220 | 2,784,891 | | | 2021 | 424,750 | — | 420,168 | 4,028,400 | 1,300,000 | 10,229 | 6,183,547 | | Patrick J. Pedonti (6) | 2023 | 500,000 | 100,000 | 3,933,027(5) | 1,250,281 | — | 8,144 | 5,791,452 | | Former Chief Financial Officer | 2022 | 479,167 | — | 2,027,298 | — | 1,147,500 | 8,144 | 3,662,109 | | | 2021 | 400,000 | — | — | 6,087,000 | 2,200,000 | 8,115 | 8,695,115 |

  87. Summary Compensation Table

    (1) In consideration for Mr. Pedonti’s efforts in transitioning his role to Mr. Schell and his continued service as a non-executive employee following his retirement date, Mr. Pedonti received a $100,000 bonus, which was paid to him in 2024. For additional details regarding his discretionary bonus payment, see “Potential Payments upon Termination or Change of Control” beginning on page 52 of the proxy statement. (2) The amounts in these columns reflect the aggregate accounting grant date fair value of stock and option awards granted to our named executive officers during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures and, for performance-based awards, based on the probable outcome of the performance conditions as of the grant date. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. (3) Amounts reflected for the applicable year reflect annual cash bonuses earned in respect of performance for such year and paid early in the following year. Bonuses earned in respect of 2023 performance are described in “Compensation Discussion and Analysis – Annual Bonus” above. Following his retirement from the position of Senior Vice President, Chief Financial Officer and Treasurer in August 2023, Mr. Pedonti was no longer eligible to receive a bonus under the 2023 annual bonus program. (4) All other compensation for 2023 consists of the following (refer to Benefits and No Excessive Perquisites on page 46):

  88. Summary Compensation Table

    | Name | 401(k) Match | Life Insurance Premiums | Total Other Compensation | | William C. Stone | $8,000 | $444 | $8,444 | | Rahul Kanwar | 8,000 | 355 | 8,355 | | Brian N. Schell | — | 89 | 89 | | Jason White | 8,000 | 222 | 8,222 | | Patrick J. Pedonti | 8,000 | 144 | 8,144 |

  89. Summary Compensation Table

    (5) Amounts represent the accounting grant date fair value of 2023 RSUs and PSUs granted, as further described under “Compensation Discussion and Analysis – Long-Term Incentive Equity Awards” above. Assuming the maximum level of the performance conditions will be achieved related to the PSUs, the value of these awards would be the following as of the grant date:

  90. Summary Compensation Table

    | | Maximum Value | | Name | 2023 PSUs | | William C. Stone | $16,097,758 | | Rahul Kanwar | 12,878,181 | | Brian N. Schell | 4,512,437 | | Jason White | 4,829,429 | | Patrick J. Pedonti | 5,366,004 |

  91. Summary Compensation Table

    | 48 | |

  92. Summary Compensation Table

    Brian N. Schell was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer effective August 7, 2023 and replaced Patrick Pedonti who served as the Company’s Senior Vice President, Chief Financial Officer and Treasurer until his retirement on that date. Mr. Pedonti continued to serve as a non-executive employee of the Company through the end of 2023.

  93. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information regarding grants of compensation in the form of plan-based awards made during 2023 to our named executive officers.

  94. 2023 Grants of Plan-Based Awards

    | | | 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 | All other option awards: number of securities | Exercise price of | Grant date fair value 'of stock | | Name | Grant date | Threshold ($) | Target ($) | Maximum ($) | Threshold | Target | Maximum | shares of stock or units (#) | underlying options (#) | option awards ($/share) | and option awards ($)(4) | | William C. Stone | 3/2/2023 | — | — | — | 95,066 | 126,754 | 253,508(3) | — | — | — | 8,048,879 | | | 3/2/2023 | — | — | — | — | — | — | 63,377 | — | — | 3,750,017 | | | 3/2/2023 | — | — | — | — | — | — | — | 209,732 | 59.17 | 3,750,824 | | | | 625,000 | 5,000,000 | 12,500,000 | — | — | — | — | — | — | — | | Rahul Kanwar | 3/2/2023 | — | — | — | 76,053 | 101,403 | 202,806(3) | — | — | — | 6,439,091 | | | 3/2/2023 | — | — | — | — | — | — | 50,702 | — | — | 3,000,037 | | | 3/2/2023 | — | — | — | — | — | — | — | 167,786 | 59.17 | 3,000,666 | | | | 500,000 | 4,000,000 | 10,000,000 | — | — | — | — | — | — | — | | Brian N. Schell | 8/15/2023 | — | — | — | 26,649 | 35,531 | 71,062(3) | — | — | — | 2,256,219 | | | 8/15/2023 | — | — | — | — | — | — | 115,474 | — | — | 6,500,031 | | | 8/15/2023 | — | — | — | — | — | — | — | 61,882 | 56.29 | 999,846 | | | | 175,000 | 1,400,000 | 3,500,000 | — | — | — | — | — | — | — | | Jason White | 3/2/2023 | — | — | — | 28,521 | 38,027 | 76,054(3) | — | — | — | 2,414,715 | | | 3/2/2023 | — | — | — | — | — | — | 19,014 | — | — | 1,125,058 | | | 3/2/2023 | — | — | — | — | — | — | — | 62,920 | 59.17 | 1,125,254 | | | | 125,000 | 1,000,000 | 2,500,000 | — | — | — | — | — | — | — | | Patrick J. Pedonti | 3/2/2023 | — | — | — | 31,689 | 42,252 | 84,504(3) | — | — | — | 2,683,002 | | | 3/2/2023 | — | — | — | — | — | — | 21,126 | — | — | 1,250,025 | | | 3/2/2023 | — | — | — | — | — | — | — | 69,911 | 59.17 | 1,250,281 | | | | 187,500 | 1,500,000 | 3,750,000 | — | — | — | — | — | — | — |

  95. 2023 Grants of Plan-Based Awards

    (1) Reflects the range of payout opportunities under the 2023 annual cash bonus program based on the achievement of established financial performance metrics as described further under “Compensation Discussions and Analysis – Annual Bonus.” (2) Reflects the grant of 2023 PSUs under our Second Amended and Restated 2014 Stock Incentive Plan and 2023 Stock Incentive Plan in respect of bonuses earned under the 2022 annual cash bonus program as described further under “Compensation Discussion and Analysis – Long-Term Incentive Equity Awards – PSUs.” (3) 2023 PSUs vest following the conclusion of the three-year (January 1, 2023 – December 31, 2025) performance period, subject to the satisfaction of performance criteria and continued employment through the date the performance criteria are certified. 2023 PSUs are subject to “double-trigger” acceleration of vesting in connection with a qualifying termination of employment within 24 months following a change in control. The 2023 PSUs also receive dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2023 PSUs. Amount reflects the aggregate accounting grant date fair value of stock awards to our named executive officers, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024.

  96. 2023 Grants of Plan-Based Awards

    | 2024 PROXY STATEMENT | 49 |

  97. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning option awards and stock awards that were outstanding as of December 31, 2023.

  98. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | William C. Stone | 380,000 | — | — | 28.27 | 12/19/2024 | — | — | — | — | | | 420,000 | — | — | 33.89 | 12/22/2025 | — | — | — | — | | | 300,000 | — | — | 29.25 | 12/21/2026 | — | — | — | — | | | 350,000 | — | — | 40.44 | 12/22/2027 | — | — | — | — | | | 500,000 | — | — | 44.28 | 12/17/2028 | — | — | — | — | | | 450,000 | — | — | 61.16 | 12/23/2029 | — | — | — | — | | | 168,748(1) | 56,252(1) | — | 71.46 | 12/22/2030 | — | — | — | — | | | — | — | 225,000(2) | 68.52 | 3/17/2031 | — | — | — | — | | | 112,499(3) | 112,501(3) | — | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | 168,750(4) | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | — | — | — | — | — | 86,791(5) | 5,303,798(6) | | | — | 209,732(7) | — | 59.17 | 3/2/2033 | 64,118(8) | 3,918,251(6) | 96,177(9) | 5,877,376(6) | | Rahul Kanwar | 160,000 | — | — | 28.27 | 12/19/2024 | — | — | — | — | | | 190,000 | — | — | 33.89 | 12/22/2025 | — | — | — | — | | | 150,000 | — | — | 29.25 | 12/21/2026 | — | — | — | — | | | 50,000 | — | — | 38.66 | 9/7/2027 | — | — | — | — | | | 180,000 | — | — | 40.44 | 12/22/2027 | — | — | — | — | | | 100,000 | — | — | 54.35 | 8/2/2028 | — | — | — | — | | | 300,000 | — | — | 44.28 | 12/17/2028 | — | — | — | — | | | 275,000 | — | — | 61.16 | 12/23/2029 | — | — | — | — | | | 104,999(1) | 35,001(1) | — | 71.46 | 12/22/2030 | — | — | — | — | | | — | — | 140,000(2) | 68.52 | 3/17/2031 | — | — | — | — | | | 87,499(3) | 87,501(3) | — | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | 131,250(4) | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | — | — | — | — | — | 65,074(5) | 3,976,672(6) | | | — | 167,786(7) | — | 59.17 | 3/2/2033 | 51,295(8) | 3,134,637(6) | 76,941(9) | 4,701,865(6) | | Brian N. Schell | | 61,882(11) | — | 56.29 | 8/15/2033 | 116,437(10) | 7,115,465(6) | 26,871(9) | 1,642,087(6) | | Jason White | 85,000 | — | — | 50.01 | 4/24/2028 | — | — | — | — | | | 40,000 | — | — | 44.61 | 12/18/2028 | — | — | — | — | | | 50,000 | 50,000 | — | 61.16 | 12/23/2029 | — | — | — | — | | | 45,000(1) | 15,000(1) | — | 71.46 | 12/22/2030 | — | — | — | — | | | 45,000(3) | 45,000(3) | — | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | 67,500(4) | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | — | — | — | — | — | 16,250(5) | 993,038(6) | | | — | 62,920(7) | — | 59.17 | 3/2/2033 | 19,236(8) | 1,175,512(6) | 28,854(9) | 1,763,268(6) | | Patrick J. Pedonti | 140,000 | — | — | 40.44 | 12/22/2027 | — | — | — | — | | | 200,000 | — | — | 44.28 | 12/17/2028 | — | — | — | — | | | 175,000 | — | — | 61.16 | 12/23/2029 | — | — | — | — | | | 67,499(1) | 22,501(1) | — | 71.46 | 12/22/2030 | — | — | — | — | | | — | — | 90,000(2) | 68.52 | 3/17/2031 | — | — | — | — | | | 50,000(3) | 50,000(3) | — | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | 75,000(4) | 81.40 | 12/22/2031 | — | — | — | — | | | — | — | — | — | — | — | — | 21,717(5) | 1,327,126(6) | | | — | 69,911(7) | — | 59.17 | 3/2/2033 | 21,373(8) | 1,306,104(6) | 32,060(9) | 1,959,187(6) |

  99. Outstanding Equity Awards at 2023 Fiscal Year-End

    These time-based options vested as to 25% of the number of shares underlying the option on December 22, 2021 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on December 22, 2024, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination of employment within 24 months following a change of control.

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 50 | |

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    These performance-based options had the potential to vest at the end of a three-year performance period based on year-over-year achievement of growth in adjusted EPS, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The performance period is from January 1, 2021 – December 31, 2023. The options included in the table above represent the number of shares which could be earned based on achieving target performance goals as of December 31, 2023. On February 22, 2024, the performance criteria were measured and the performance options vested at 79.22% of target based on average annual adjusted EPS growth over the three-year period ended December 31, 2023. (3) These time-based options vested as to 25% of the number of shares underlying the option on December 22, 2022 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on December 22, 2025, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. (4) These performance-based options have the potential to vest at the end of a three-year performance period based on year-over-year achievement of growth in adjusted EPS subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The number of performance period is from January 1, 2022 – December 31, 2024. The options included in the table above represent the number of shares which can be earned based on achieving threshold performance goals. (5) These 2022 PSUs had the potential to vest at the end of a two-year period based on year-over-year achievement of growth in EPS. The performance period is from January 1, 2022 – December 31, 2023. The number of units of stock included in the table above represent the number of shares which could be earned based on achieving threshold performance goals. The 2022 PSUs also received dividend equivalents in the amount of any dividends or distributions declared on shares while the award was outstanding, which dividend equivalents would vest and pay out at the same time and in the same form as the underlying 2022 PSUs in the form of additional shares. The numbers of units in the table include the following dividend equivalents for each NEO as of December 31, 2023: (i) Mr. Stone – 3,021; (ii) Mr. Kanwar – 2,265; (iii) Mr. Pedonti – 756; and (iv) Mr. White – 566. On February 22, 2024, the performance criteria were measured and the 2022 PSUs did not vest and were cancelled based on average annual adjusted EPS growth over the two-year period ended December 31, 2023. (6) The value of unvested and unearned restricted stock units and performance-based stock units is calculated by multiplying the number of unvested and unearned units held by each named executive officer by $61.11 (the closing price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023). (7) These time-based options vest as to 25% of the number of shares underlying the option on March 2, 2024 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on March 2, 2027, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. (8) These restricted stock units vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, March 2, 2023, until fully vested on March 2, 2026, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 741; (ii) Mr. Kanwar – 593; (iii) Mr. Pedonti – 247; and (iv) Mr. White – 222. (9) These 2023 PSUs have the potential to vest at the end of a three-year period based on year-over-year achievement of growth in EPS. The performance period is from January 1, 2023 – December 31, 2025. The number of units of stock included in the table above represent the number of shares which can be earned based on achieving threshold performance goals. The 2023 PSUs also receive dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2023 PSUs in the form of additional shares. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 1,482; (ii) Mr. Kanwar –1,186; (iii) Mr. Schell – 296; (iv) Mr. Pedonti – 494; and (v) Mr. White – 445. (10) These restricted stock units vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, August 15, 2023, until fully vested on August 15, 2026, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The number of units in the table includes dividend equivalents of 963. (11) These time-based options vest as to 25% of the number of shares underlying the option on August 15, 2024 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on August 15, 2027, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control.

  102. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth information concerning stock options that were exercised and stock awards that vested by our named executive officers in 2023 and the values realized.

  103. 2023 Option Exercises and Stock Vested

    | | Option Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | | William C. Stone | 340,000 | 11,655,200 | | Rahul Kanwar | 140,000 | 4,991,728 | | Patrick J. Pedonti | 410,000 | 12,074,732 |

  104. 2023 Option Exercises and Stock Vested

    The dollar value realized on exercise represents the difference between the market value of the shares at the time of exercise and the respective per-share exercise price of the options.

  105. 2023 Option Exercises and Stock Vested

    | 2024 PROXY STATEMENT | 51 |

  106. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  107. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure

  108. Pay Ratio

    Pay Ratio In accordance with the requirements of the Pay Ratio Rule, we are providing the following estimated information for 2023: • the annual total compensation of our Chief Executive Officer was $20,098,164; • the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $113,163; and • the ratio of these two amounts was 178 to 1. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. The methodology we used to calculate our median employee is described below.

  109. 2023 Pay versus Performance

    2023 Pay versus Performance The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our 2023 Peer Group, Net Income and Adjusted Consolidated EBITDA over such years in accordance with SEC rules.

  110. 2023 Pay versus Performance

    | Pay Versus Performance Table | | | | | | | | | | | | | Average summary compensation table total for | Average compensation actually paid to | Value of initial fixed $100 investment based on: | | | | | Year (a)(1) | Summary compensation table total for PEO (b) | Compensation actually paid to PEO (c)(3) | non-PEO named executive officers (d) | non-PEO named executive officers (e)(3) | Total shareholder return (f)(4) | Peer group total shareholder return (g)(4) | Net income (h)(5) | Adjusted Consolidated EBITDA (i)(6) | | 2023 | 20,098,164 | 18,813,540 | 9,685,286 | 9,263,980 | 104.24 | 165.92 | $608.6 million | $2,107.7 million | | 2022 (2) | 12,810,392 | (19,755,647) | 5,421,332 | (8,792,406) | 87.45 | 120.45 | $649.0 million | $2,006.1 million | | 2021 | 22,981,889 | 28,938,956 | 9,169,220 | 8,831,721 | 135.93 | 153.97 | $800.6 million | $2,064.8 million | | 2020 | 14,514,142 | 21,049,494 | 6,033,595 | 9,268,227 | 119.51 | 118.07 | $625.2 million | $1,854.0 million |

  111. 2023 Pay versus Performance

    (1) For each of the years presented above, William Stone was our Principal Executive Officer (PEO). Average compensation for non-PEO named executive officers includes the following individuals: (i) for 2023, Rahul Kanwar, Brian Schell, Patrick Pedonti and Jason White and (ii) for 2022, Rahul Kanwar, Patrick Pedonti and Jason White; (iii) for 2021, Rahul Kanwar, Patrick Pedonti, Jason White and Joseph Frank; and (iv) for 2020, Rahul Kanwar, Patrick Pedonti and Joseph Frank. (2) Due to the redesign of our executive compensation program during 2022, the compensation mix for our NEOs did not reflect a normalized allocation of compensation elements. The only long-term equity incentives granted to our NEOs in 2022 were PSUs granted in respect of bonuses earned for the 2021 fiscal year. We did not otherwise grant annual equity incentives during 2022 to our NEOs. Accordingly, the amounts reported in the Summary Compensation Table for 2022 did not reflect our normalized go-forward annual compensation mix for our NEOs. (3) Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2023, see page 41 of this proxy statement.

  112. 2023 Pay versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | Principal Executive Officer | Non-PEO Named Executive Officers | Principal Executive Officer | Non-PEO Named Executive Officers | Principal Executive Officer | Non-PEO Named Executive Officers | Principal Executive Officer | Non-PEO Named Executive Officers | | Summary Compensation Table Total | 20,098,164 | 9,685,286 | 12,810,392 | 5,421,332 | 22,981,889 | 9,169,220 | 14,514,142 | 6,033,595 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (15,549,720) | (8,011,056) | (8,102,003) | (3,376,434) | (14,098,500) | (5,554,267) | (4,130,754) | (1,866,489) | | Plus Fair Value for Awards Granted in the Covered Year | 14,452,879 | 7,737,422 | — | — | 17,746,729 | 6,117,560 | 4,145,232 | 1,873,031 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | (212,942) | (115,709) | (18,488,803) | (8,035,918) | 2,409,684 | 721,405 | 5,968,642 | 2,949,874 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 25,159 | (31,963) | (5,975,233) | (2,801,386) | (100,846) | (89,588) | 552,232 | 278,216 | | Less Fair Value of Awards Forfeited during the Covered Year | — | — | — | — | — | (1,532,609) | — | — | | Compensation Actually Paid | 18,813,540 | 9,263,980 | (19,755,647) | (8,792,406) | 28,938,956 | 8,831,721 | 21,049,494 | 9,268,227 |

  113. 2023 Pay versus Performance

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. The assumptions included in the fair value of equity awards included in the calculation of Compensation Actually Paid differ from those previously disclosed as of the grant date of such awards primarily due to the lapse of time following the date of grant and, in the case of stock options, a change in the expected term of the options. The change in expected term of the options also impacts the determination of the expected volatility and risk-free interest rate. (4) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group utilized for purposes of TSR is the Nasdaq Technology Dividend TR Index, as set forth in Item 5 of our Annual Report on Form 10-K filed for the fiscal year ending December 31, 2023. (5) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (6) The most important financial performance measures used to link compensation for the most recently completed fiscal year were the following:

  114. 2023 Pay versus Performance

    | Adjusted Consolidated EBITDA | | Adjusted Revenues | | Adjusted EPS Growth | | Operating Cash Flow | | Organic Revenue Growth |

  115. 2023 Pay versus Performance

    | 56 | |

  116. 2023 Pay versus Performance

    These financial measures generally reflect those used internally to measure the Company’s performance and represent key drivers of sustainable stockholder value creation for our Company. We do not consider any one of the above performance measures to be the most important financial measure for our executive compensation design. However, for purposes of the table above, we have deemed Adjusted Consolidated EBITDA as our “most important” financial measure used to link our NEO’s compensation with performance because it is a key component of our 2023 annual bonus program and critical indicator of the Company’s growth and financial health used by our investors and stockholders. For more detail on we link these measures with performance of our NEOs, see “Compensation Discussion and Analysis — Design and Structure of Executive Compensation” on page 39 of this proxy statement. The following tables reflect additional information regarding the relationships between the items included in the Pay Versus Performance Table above over the covered years:

  117. COMPENSATION ACTUALLY PAID COMPARED TO CUMULATIVE TOTAL SHAREHOLDER RETURN AND PEER GROUP TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID COMPARED TO CUMULATIVE TOTAL SHAREHOLDER RETURN AND PEER GROUP TOTAL SHAREHOLDER RETURN

  118. COMPENSATION ACTUALLY PAID COMPARED TO CUMULATIVE TOTAL SHAREHOLDER RETURN AND PEER GROUP TOTAL SHAREHOLDER RETURN

    | 2024 PROXY STATEMENT | 57 |

  119. COMPENSATION ACTUALLY PAID COMPARED TO NET INCOME

    COMPENSATION ACTUALLY PAID COMPARED TO NET INCOME

  120. COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

    COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

  121. COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

    | 58 | |

  122. COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

    Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our books, records and accounts for fiscal 2024. This appointment is being presented to our stockholders for ratification at the 2024 annual meeting.

  123. COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

    | The board of directors recommends that you vote FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. |

  124. COMPENSATION ACTUALLY PAID COMPARED TO ADJUSTED CONSOLIDATED EBITDA

    Proxies solicited by management will be voted for the ratification of the appointment of PwC unless stockholders specify otherwise. Although we are not required to submit the appointment to a vote of our stockholders, the Board believes it is appropriate as a matter of policy to request that our stockholders ratify the appointment of PwC as our independent registered public accounting firm. If our stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for stockholder rejection and consider whether to retain PwC or appoint another independent registered public accounting firm. Even if the appointment is ratified, the Board and the Audit Committee in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders. PricewaterhouseCoopers LLP, or PwC, has no direct or indirect material financial interest in the Company or our subsidiaries. Representatives of PwC are expected to be present at the 2024 annual meeting and will be given the opportunity to make a statement on the firm’s behalf if they so desire. The representatives also will be available to respond to appropriate questions.