DEF 14A of Clarivate PLC, Mar 25, 2024

DEF 14A of Clarivate PLC

Filed Mar 25, 2024 · FY20230001104659-24-038502

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. Directors and Nominees

    Directors and Nominees Pursuant to the Company’s Articles of Association, as of the date of this Proxy Statement, the Board has determined that it be composed of 12 directors. Directors elected at the Annual General Meeting will hold office until the Annual General Meeting in 2025, or until their respective successors have been duly elected and qualified. Each director nominee set forth below has consented to being named in this Proxy Statement as a nominee for election as director and has agreed to serve as a director, if elected. The Nominating and Governance Committee reviewed the performance and qualifications of the director nominees listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for appointment to serve for a one-year term. If any of the nominees becomes unavailable prior to the Annual General Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, in its discretion. Usama N. Cortas and Adam T. Levyn have been nominated pursuant to the Company’s obligations under the Investor Rights Agreement dated October 1, 2020, entered into in connection with the Company’s acquisition of CPA Global.

  3. 2024 Nominees for Director

    2024 Nominees for Director For more information about each director nominee, our continuing directors, and the operation of our Board, see “Corporate Governance and Board of Directors — Business Experience and Qualification of Board Members” below.

  4. 2024 Nominees for Director

    | Name and Principal Occupation | Age* | Director Since | Independent | AC | HRCC | NGC | RSC | | Andrew Snyder Chief Executive Officer, Cambridge Information Group | 53 | 2021 | ✔ | | | M | | | Jonathan Gear Chief Executive Officer, Clarivate Plc | 53 | 2022 | | | | | | | Valeria Alberola Chief Executive Officer, ZOMALAB | 52 | 2021 | ✔ | M,F | M | | | | Michael Angelakis Chairman and Chief Executive Officer, Atairos | 59 | 2021 | ✔ | | | M | | | Jane Okun Bomba President, Saddle Ridge Consulting | 61 | 2020 | ✔ | | C | | | | Usama N. Cortas Partner, Leonard Green & Partners, L.P. | 46 | 2020 | ✔ | | M | M | | | Suzanne Heywood Chief Operating Officer, Exor N.V. | 55 | — | ✔ | | | | | | Adam T. Levyn Partner, Leonard Green & Partners, L.P. | 40 | 2020 | ✔ | | | | M | | Anthony Munk Vice Chairman, Onex Corporation | 63 | 2019 | ✔ | M,F | | | |

  5. 2024 Nominees for Director

    | Name and Principal Occupation | Age* | Director Since | Independent | AC | HRCC | NGC | RSC | | Wendell Pritchett Riepe Presidential Professor of Law and Education, University of Pennsylvania | 59 | 2022 | ✔ | | | C | M | | Richard W. Roedel Retired CEO and Chairman, BDO Seidman LLP | 74 | 2020 | ✔ | C,F | | | C | | Saurabh Saha Chief Executive Officer, Centessa Pharmaceuticals | 47 | 2023 | ✔ | | M | | M |

  6. 2024 Nominees for Director

    * Age and Committee memberships are as of March 25, 2024.

  7. 2024 Nominees for Director

    | Member | Chair | AC Financial Expert | | M | C | F |

  8. 2024 Nominees for Director

    AC: Audit Committee HRCC: Human Resources and Compensation Committee NGC: Nominating and Governance Committee RSC: Risk and Sustainability Committee The text of the resolutions in respect of Proposal 1 is as follows: “RESOLVED, that each of Andrew Snyder, Jonathan Gear, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama N. Cortas, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Richard W. Roedel and Saurabh Saha be re-elected to serve as director of the Company, and that Suzanne Heywood be elected to serve as a director of the Company, until the 2025 Annual General Meeting, or until his or her successor is duly elected and qualified, and further RESOLVED, that in the event that any of the above nominees should become unavailable prior to the Annual General Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, in its discretion.”

  9. 2024 Nominees for Director

    | | The Board unanimously recommends that you vote “FOR” the election of each of the director nominees listed above. |

  10. 2024 Nominees for Director

    A director will be re-elected or elected if approved by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

  11. Director Nominee Biographies

    Director Nominee Biographies

  12. Director Nominee Biographies

    | Andrew Snyder Director since 2021 Independent Non-Executive Board Chair Age: 53 Nominating and Governance Committee (Member) | Specific expertise: Mr. Snyder was selected to serve on the Board of Directors due to his strong leadership skills and proven track record driving financial growth and product development. Andy Snyder has been a member of our Board since December 2021 and our non-executive Board Chair since October 2022. He is also currently CEO of Cambridge Information Group (“CIG”), a family-owned investment firm. Mr. Snyder has built and managed the CIG portfolio since 2003, which today has a primary focus on education, technology and information services companies. From 2003 to 2021, Mr. Snyder was responsible for building ProQuest from a legacy company (CSA) of 190 employees to one of the leading providers of information and software solutions to the global academic and research community with nearly 3,000 professionals. CIG sold ProQuest to Clarivate in December 2021. Prior to joining CIG, Mr. Snyder spent seven years at the Goldman Sachs Group where he focused on traditional media, technology and services investing for the firm’s private equity fund. He also spent one year as the Assistant to the Chairman and CEO of Goldman Sachs. Mr. Snyder graduated cum laude from the Wharton School at the University of Pennsylvania, and earned a J.D. from Georgetown University Law Center, where he graduated magna cum laude. In addition to Clarivate, Mr. Snyder currently serves on the New York-Presbyterian Board of Trustees and the Board of Advisors of Penn Libraries. He formerly served on the boards of Shining Hope for Communities, Blucora, Inc., and The Browning School. | | Jonathan Gear Director since 2022 Chief Executive Officer Age: 53 | Specific expertise: Mr. Gear was selected to serve on the Board of Directors due to his knowledge of the Company’s operations, strategy and customers as well as his experience as a seasoned technology executive. Jonathan Gear has served as our Chief Executive Officer since September 1, 2022 and a member of our board of directors since July 2022. He joined Clarivate as CEO-elect in July 2022. Mr. Gear most recently served as Chief Financial Officer of IHS Markit Ltd. (“IHS Markit”), a position he held from February 2020 through February 2022, at which time IHS Markit completed its merger with S&P Global Inc. Prior to that, Mr. Gear served as Executive Vice President and President of the Resources, Transportation and CMS segments at IHS Markit since July 2016. Earlier, he served in multiple leadership roles across IHS Inc. (“IHS”). Prior to joining IHS in 2005, Mr. Gear held leadership positions at Activant Solutions Inc., smarterwork.com and Booz Allen Hamilton. He holds a BA in Political Economics from the University of California-Berkeley and an MBA from Stanford University. |

  13. Director Nominee Biographies

    | Valeria Alberola Director since 2021 Independent Age: 52 Audit Committee (Member) Human Resources and Compensation Committee (Member) | Specific expertise: Ms. Alberola was selected to serve on the Board of Directors due to her significant global experience in corporate finance, mergers and acquisitions, and operations. Valeria Alberola has been a member of our Board since May 2021. Ms. Alberola serves as the Chief Executive Officer of ZOMALAB and brings over 25 years of global experience in corporate finance, investment banking, sustainable investments, operations and strategic management consulting. Prior to joining ZOMALAB, she was the CFO of Bridge Education Group, a global education company, where she helped scale the organization to 10 locations in the U.S. and Latin America to serve over 3,000 students annually. Previously, she was a partner at Q Advisors, a San Francisco and Denver-based investment banking firm, where she executed private and public transactions, including mergers and acquisitions and debt and equity financings for technology and telecommunications clients globally. Prior to Q Advisors, Ms. Alberola was the Director of Business Development for VeloCom, a global telecommunications company, where she was involved in acquisition and capital raising activities. She was also a strategic management consultant with McKinsey & Company in Santiago, Chile, and an equity analyst with Citigroup in São Paulo, Brazil. Ms. Alberola received a B.S. in Economics and Business Administration from the Pontificia Universidad Católica de Chile and an M.B.A. from the Kellogg School of Management at Northwestern University, where she was a Fulbright scholar. Ms. Alberola is a founding board member of Endeavor Colorado and a partner of Colorado Thrives, a coalition of CEOs from some of Colorado’s largest companies. | | Michael Angelakis Director since 2021 Independent Age: 59 Nominating and Governance Committee (Member) | Specific expertise: Mr. Angelakis was selected to serve on the Board of Directors due to his significant experience in a variety of strategic financing transactions and investments in business and information services companies. Michael Angelakis has been a member of our Board since December 2021 and is the Chairman and Chief Executive Officer of Atairos. He also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation. Prior to founding Atairos, he served as Comcast’s Vice Chairman and Chief Financial Officer. In those roles, Mr. Angelakis was responsible for many strategic, financial, administrative and other areas within Comcast. During his tenure at Comcast, Mr. Angelakis was recognized by Institutional Investor magazine as one of “America’s Best Chief Financial Officers” six out of eight years. Prior to joining Comcast, Mr. Angelakis served as a Managing Director and a member of the Management and Investment Committees of Providence Equity Partners, one of the leading private equity firms investing in technology, media and communications companies around the world. Before joining Providence, Mr. Angelakis was Chief Executive Officer of State Cable TV Corporation and Aurora Telecommunications. He also served as Vice President at Manufacturers Hanover Trust Company in New York, where he oversaw one of the institution’s media and communications portfolios. Additionally, Mr. Angelakis spent several years in London developing Manufacturers Hanover’s merchant banking activities throughout Western Europe. He is a graduate of Babson College and the Owner/President Management Program at the Harvard Business School. He is a member of the Board of Directors of ExxonMobil, Bowlero Corporation and TriNet Group, which are publicly listed companies. Previously, Mr. Angelakis was the Chairman of the Board for the Federal Reserve Bank of Philadelphia, a member of the Board of Directors of Duke Energy, Hewlett Packard Enterprises, Learfield College and Groupon Corporation, as well as a trustee of Babson College. |

  14. Director Nominee Biographies

    | Jane Okun Bomba Director since 2020 Independent Age: 61 Human Resources and Compensation Committee (Chair) | Specific expertise: Ms. Okun Bomba was selected to serve on the Board of Directors due to her significant experience in human resources, finance, sustainability/ESG and investor relations. Jane Okun Bomba has been a member of our Board since May 2020. Ms. Okun Bomba also serves on the board of directors of Brightview Holdings, Inc. since April 2019 and previously served on the board of directors of Service Source International. Ms. Okun Bomba has served as President of Saddle Ridge Consulting since January 2018 and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and ESG. Previously, from 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd (previously IHS Inc.), most recently as Executive Vice President, Chief Administrative Officer, where she led 450 people in corporate functions including HR, Marketing, Communications, Sustainability and Investor Relations. Prior to IHS, she was a partner at Genesis, Inc. and headed investor relations at Velocom, MediaOne Group, and Northwest Airlines. She held various management positions in corporate finance at Northwest Airlines and American Airlines and was a CPA at PriceWaterhouse. Ms. Okun Bomba holds both a BGS and an MBA from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board director education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium. Ms. Okun Bomba is a member of the International Women’s Forum and the University of Michigan, Ross School of Business Advisory Board. | | Usama N. Cortas Director since 2020 Independent Age: 46 Human Resources and Compensation Committee (Member) Nominating and Governance Committee (Member) | Specific expertise: Mr. Cortas was selected to serve on the Board of Directors due to his extensive experience in finance and in the Intellectual Property information services sector. Usama Cortas has been a member of our Board since October 2020 and is currently a Partner with Leonard Green & Partners, L.P. (“LGP”). Prior to joining LGP in 2003, Mr. Cortas worked in the Investment Banking Division of Morgan Stanley in their New York office from 2000 to 2003. He earned a Bachelor of Arts degree in Economics-Political Science from Columbia University. |

  15. Director Nominee Biographies

    | Suzanne Heywood Independent Age: 55 | Specific expertise: Lady Heywood was selected to serve on the Board of Directors due to her extensive global experience in finance and strategic matters. Suzanne Heywood was nominated by the Board to stand for election at the Annual General Meeting. Lady Heywood currently serves as the Chief Operating Officer of Exor N.V, a global holding company listed in the Netherlands. She has held this position since November 2022 after previously serving as Managing Director of Exor N.V. from 2016. Prior to Exor, she was a partner at McKinsey & Company, co-leading their global service line on organization design and working on strategic issues with clients across different sectors. She has published a book, “Reorg,” and multiple articles on these topics. Prior to McKinsey, Lady Heywood worked for the U.K. Government, including as Private Secretary to the Financial Secretary of the U.K. Treasury. She holds a B.A. in science from Oxford University and Ph.D. from Cambridge University. Prior to that she was self-educated, growing up sailing around the world on the yacht ‘Wavewalker’. Lady Heywood currently serves as Chair of the Boards of CNHi Industrial N.V. and of Iveco Group N.V. | | Adam T. Levyn Director since 2020 Independent Age: 40 Risk and Sustainability Committee (Member) | Specific expertise: Mr. Levyn was selected to serve on the Board of Directors due to his extensive experience in finance and investments. Adam Levyn has been a member of our Board since October 2020 and is currently a Partner with LGP. Prior to joining LGP in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. in their New York office from 2007 to 2009 and in the Global Industrials Group of Bear, Stearns & Co. Inc. in their New York office from 2005 to 2007. He earned a Bachelor of Arts degree in Economics from Princeton University and an M.B.A. from Harvard Business School. | | Anthony Munk Director since 2019 Independent Age: 63 Audit Committee (Member) | Specific expertise: Mr. Munk was selected to serve on the Board of Directors due to his significant experience in a variety of strategic and financing transactions. Anthony Munk has been a member of the Company’s Board since May 2019. He served as our Lead Independent Director from May 2020 to October 2022. Mr. Munk is Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital in Toronto. Mr. Munk holds a B.A. (Honors) in Economics from Queen’s University. Mr. Munk currently also serves on the public company board of Emerald Holdings, Inc. Mr. Munk previously served on the public company boards of Jeld-Wen, Barrick Gold, RSI Home Products, and Cineplex Inc. |

  16. Director Nominee Biographies

    | Wendell Pritchett, Ph.D. Director since 2022 Independent Age: 59 Nominating and Governance Committee (Chair) Risk and Sustainability Committee (Member) | Specific expertise: Dr. Pritchett was selected to serve on the Board of Directors due to his deep knowledge and experience in academia. Wendell Pritchett, Ph.D. has been a member of our Board since July 2022. Dr Pritchett is the Riepe Presidential Professor of Law and Education at the University of Pennsylvania. Dr. Pritchett previously served as the Interim President of the University of Pennsylvania from February 2022 to June 2022 and as the University Provost from 2017 to 2021. In 2018, he was appointed Chairman of the Nominating Panel of the Philadelphia School Board by Philadelphia Mayor James Kenney. Dr. Pritchett first joined the University of Pennsylvania Law faculty in 2002 and served as Interim Dean and Presidential Professor from 2014 to 2015 and as associate dean for academic affairs from 2006 to 2007. A professor at the University of Pennsylvania School of Law from 2001 to 2009, Dr. Pritchett also served as Chancellor of Rutgers-Camden from 2009 to 2014, and in 2008 served as Deputy Chief of Staff and Director of Policy for Philadelphia Mayor Michael Nutter, who also appointed him to the School Reform Commission, where he served from 2011 to 2014. Dr. Pritchett served as Chair of the Redevelopment Authority of Philadelphia and as President of the Philadelphia Housing Development Corporation from 2008 to 2011. Dr. Pritchett earned his Ph.D. in history from the University of Pennsylvania in 1997, a J.D. from Yale Law School in 1991 and a B.A. in political science from Brown University in 1986. Dr. Pritchett is a member of the public company board of Toll Brothers, Inc. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of Public Health Management Corporation, Philadelphia Foundation, LifePoint Health, Minerva University and Reinvestment Fund. | | Richard W. Roedel Director since 2020 Independent Age: 74 Audit Committee (Chair) Risk and Sustainability Committee (Chair) | Specific expertise: Mr. Roedel was selected to serve on the Board of Directors due to his significant finance, accounting and risk management experience. Richard W. Roedel has been a member of our Board since May 2020. Until 2000, Mr. Roedel was employed by BDO Seidman LLP, having been managing partner of its Chicago and New York Metropolitan area offices and later Chairman and CEO. Mr. Roedel is a graduate of The Ohio State University and is a CPA. Mr. Roedel also serves on the public company boards of directors of Brightview Holdings, Inc., LSB Industries, Inc. and Luna Innovations Incorporated. Mr. Roedel serves as Non-Executive Chairman of LSB and Luna Innovations. Mr. Roedel has previously served on the boards of Six Flags Entertainment, IHS Markit Ltd (previously IHS Inc.), Lorillard, Inc., Sealy Corporation, BrightPoint, Inc, Broadview Holdings, Inc., Dade Behring Holdings, Inc. and Take-Two Interactive Software, Inc. Mr. Roedel was formerly a member of the National Association of Corporate Directors Risk Oversight Advisory Council. Mr. Roedel was appointed to a three-year term, ending in 2017, on the Standing Advisory Group of the Public Company Accounting Oversight Board. |

  17. Director Nominee Biographies

    | Saurabh Saha, M.D. Ph.D. Director since 2023 Independent Age: 47 Human Resources and Compensation Committee (Member) Risk and Sustainability Committee (Member) | Specific expertise: Dr. Saha was selected to serve on the Board of Directors due to his significant experience and deep expertise in the areas of health and life sciences. Saurabh Saha, M.D. Ph.D. has been a member of our Board since May 2023. Dr. Saha brings over 20 years of experience in the health and life sciences field and has served as the Chief Executive Officer of Centessa Pharmaceuticals since 2021. Prior to joining Centessa, he was Senior Vice President of Research & Development and Global Head of Translational Medicine for Bristol Myers Squibb from 2017 to 2021, where he led translational medicine research and development across all therapeutic areas (hematology, oncology, cardiovascular, immunosciences, fibrosis and neuroscience) spanning discovery, development and commercialization. Previously, Dr. Saha was a venture partner at Atlas Venture and President and Chief Executive Officer of Delinia, a biotechnology company developing novel therapeutics for the treatment of autoimmune diseases. Earlier in his career, he led the New Indications Discovery Unit at Novartis and was a strategic consultant with McKinsey & Company, providing strategic advice for drug discovery research at the world’s top biotech and pharmaceutical companies. Dr. Saha received a B.Sc. in Biology with Honors from California Institute of Technology, an M.Sc. in Biochemistry from Oxford University, and an M.D. and Ph.D. from The Johns Hopkins University School of Medicine. Over the course of his career, he has published over 100 papers and patents (issued and pending). Dr. Saha is currently a member of the board of directors of Centessa Pharmaceuticals. He is an associate member and global clinical scholar at Harvard Medical School. |

  18. Director Compensation

    Director Compensation Non-employee directors who are not employees or affiliates of Onex or LGP, receive compensation composed of an annual retainer for Board service, a grant of Restricted Share Units (“RSUs”), and an annual retainer for committee chairs as described in the table below.

  19. Director Compensation

    | Director Compensation | Amount(1) ($) | | Board of Directors Annual Retainer | 85,000 | | Board of Directors Annual RSU Grant | 165,000 | | Non-Executive Board Chair Annual Retainer | 120,000 | | Audit Committee Chair Annual Retainer | 30,000 | | Human Resources and Compensation Committee Chair Annual Retainer | 30,000 | | Nominating and Governance Committee Chair Annual Retainer | 20,000 | | Risk and Sustainability Committee Chair Annual Retainer | 20,000 |

  20. Director Compensation

    Except for the Non-Executive Board Chair Annual Retainer, which is paid in shares, Directors may elect to receive payment of their retainers in cash, shares, or a combination of cash and shares. In addition to the fees described above, reimbursement is provided for travel, lodging and other reasonable expenses. The Nominating and Governance Committee oversaw director compensation during 2023 and has periodically evaluated the compensation of our non-employee directors, with the assistance of Pay Governance, the Human Resources and Compensation Committee’s consultant. Pay Governance reviews director pay levels and provides analyses on where the Company is positioned relative to the Company’s compensation. Beginning in 2024, the Human Resources and Compensation Committee has assumed responsibility for the oversight and administration of director compensation. The Human Resources and Compensation Committee may bring recommendations for adjustments to non-employee director compensation to the Board for review and approval. The following table provides information concerning the compensation of each of our non-employee directors who received compensation during fiscal year 2023.

  21. Non-Employee Director Compensation

    Non-Employee Director Compensation

  22. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Andrew Snyder | 205,000 | 165,000 | 370,000 | | Valeria Alberola | 85,000 | 165,000 | 250,000 | | Michael Angelakis | 85,000 | 165,000 | 250,000 | | Jane Okun Bomba | 115,000 | 165,000 | 280,000 | | Wendell Pritchett | 105,000 | 165,000 | 270,000 | | Richard W. Roedel | 130,111 | 165,000 | 295,111 | | Saurabh Saha | 56,044 | 165,000 | 221,044 | | Former Directors: | | | | | Sheryl von Blucher(4) | 26,139 | — | 26,139 |

  23. Non-Employee Director Compensation

    (1) The following directors did not receive compensation during 2023: Anthony Munk as he is an affiliate of Onex and Messrs. Cortas and Levyn as they are affiliates of LGP. Additionally, Jonathan Gear, who serves as our CEO, did not receive any compensation for director services. His compensation for serving as our CEO is disclosed in the Summary Compensation Table. (2) The following directors elected to receive ordinary shares in lieu of cash fees: Ms. Bomba received 13,465 ordinary shares in lieu of 100% of her cash retainers; Mr. Roedel received 15,287 ordinary shares in lieu of 100% of his cash retainers; Mr. Snyder received 24,005 ordinary shares in lieu of 100% of his cash retainers; and Ms. Von Blucher received 2,783 ordinary shares in lieu of 100% of her cash retainers. (3) On May 4, 2023, the date of the 2023 AGM, all non-employee directors were awarded 22,058 RSUs with a value of $165,000. The number of RSUs granted was calculated by dividing $165,000 by $7.48, the closing price of Clarivate shares on the grant date, rounding down to the next whole share. These RSUs have a one-year vesting requirement. At the end of the fiscal year, Ms. Alberola, Mr. Angelakis, Ms. Okun Bomba, Dr. Pritchett, Mr. Roedel, Dr. Saha and Mr. Snyder were each holding their 22,058 unvested RSUs. (4) Ms. von Blucher stepped down from the Board effective May 4, 2023. The Articles of Association provides that, to the fullest extent permitted by law, the Company shall indemnify its directors and officers against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, which they may incur as a result of any act or failure to act in carrying out their functions in connection with the Company, other than such liability (if any) that they may incur by reason of their own actual fraud or willful default. The Company maintains a directors’ and officers’ liability policy for the benefit of any director or officer in the event of any loss or liability the director or officer may experience in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

  24. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant During 2023, the HRCC engaged Pay Governance as its independent compensation consultant to advise on executive compensation matters. Pay Governance specializes in executive compensation and related governance matters. To ensure the HRCC receives independent and unbiased advice and analysis, the consultant is prohibited from providing any services to management, although the consultant interacts with management from time to time in order to best coordinate with and deliver services to the HRCC. The HRCC has sole authority with regard to the decision to retain and terminate the compensation consultant (including the authority to approve the consultant’s fees and other retention terms). The consultant maintains active engagement with the HRCC Chair and reports to the HRCC. The HRCC annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and has found no conflicts. The independent compensation consultant performed duties requested by the HRCC including: • Providing recommendations on the composition of the peer group; Analyzing executive and director compensation in comparison to the peer group; Updating the HRCC on executive compensation and governance market trends; • Advising the HRCC on annual incentive and long-term equity plan designs; • Preparing a risk review relative to compensation policies and practices; and • Reviewing disclosures related to executive compensation. Pay Governance speaks with the chair of the HRCC, as well as with management, in preparing for HRCC meetings, regularly attends HRCC meetings and meets from time to time in executive sessions with the HRCC without the presence of management.

  25. The Use of Peer Group Benchmarking and Market Data

    The Use of Peer Group Benchmarking and Market Data

  26. Peer Group Benchmarking

    Peer Group Benchmarking The HRCC considers several factors in structuring our executive compensation program, determining pay components, and making compensation decisions. This includes an annual review and comparison of the compensation practices of select peer companies in our industry. These companies were chosen with guidance from our independent compensation consultant to be effective for fiscal year 2023. It was the HRCC’s intent to select companies that operate significant lines of business similar to Clarivate’s, are of similar size and therefore compete with Clarivate for executive talent. We established a peer group for benchmarking executive pay based on the following guiding principles: • Companies engaged in intelligence development, data analytics, digital delivery, cybersecurity and intellectual property protections; • Revenues between $800 million to $8.2 billion (approximately 0.3x-3.0x Clarivate); • Market capitalization between $1.6 billion to $31.6 billion (approximately 0.25x-5.0x Clarivate); • Business/talent competitors of Clarivate; • A group of between 10 to 25 companies so that results are statistically reliable, and the peer group is sustainable over time; and • Availability of sufficient pay data for companies identified as potential peers. Based on this analysis, the following 17 companies were selected as our primary peer group for compensation benchmarking in 2023 (“Peer Group”):

  27. Peer Group Benchmarking

    | Clarivate 2023 Peer Group for Compensation Benchmarking Purposes | | | | Dun & Bradstreet Holdings, Inc. (DNB) | ICON plc (ICLR) | Teradata Corporation (TDC) | | Equifax, Inc. (EFX) | Informa plc (INF) | Thomson Reuters Corporation (TRI) | | ExlService Holdings, Inc. (EXLS) | Moody’s Corporation (MCO) | TransUnion (TRU) | | FactSet Research Systems Inc. (FDS) | Morningstar, Inc. (MORN) | Verisk Analytics, Inc. (VRSK) | | Fair Isaac Corporation (FICO) | MSCI Inc. (MCSI) | Wolters Kluwer N.V. (WKL) | | Gartner, Inc. (IT) | SS&C Technologies Holdings, Inc. (SSNC) | |

  28. The Use of Market Comparison Data

    The Use of Market Comparison Data The HRCC approves the salary, Annual Incentive Plan (“AIP”) target annual cash incentive and Long-Term Incentive Plan (“LTI”) equity compensation of the NEOs at levels that are competitive with compensation paid to persons holding the same or similar positions at members of the Peer Group using available market comparison data regarding these companies as a guide. In addition to Peer Group market data, the HRCC also considered Willis Towers Watson compensation survey data from similar industries and geographies in its competitive analysis of NEO compensation. The use of market comparison data, however, is just one of the tools the HRCC uses to determine executive compensation, and the HRCC retains the flexibility to establish target compensation at levels it deems appropriate for an individual or for a specific element of compensation based on performance, experience, and breadth of responsibilities.

  29. Good Governance Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | ✓ | We have an HRCC that is fully composed of independent directors | ✘ | We do not permit our colleagues to engage in hedging transactions | | ✓ | The HRCC engages an independent compensation consultant | ✘ | We do not permit our colleagues to pledge Company securities to secure margin or other loans | | ✓ | We have adopted share ownership guidelines for our executive officers and Board of Directors | ✘ | We do not reprice underwater stock options | | ✓ | The majority of NEO pay is at risk and dependent upon performance | ✘ | We do not provide excise tax gross-up payments | | ✓ | The mix of executive officer equity awards includes a performance-based element | ✘ | We do not have an evergreen provision that automatically adds shares to our equity incentive plan | | ✓ | We engage with our shareholders to discuss executive compensation and corporate governance matters | ✘ | We do not provide excessive perquisites | | ✓ | We maintain clawback policies that require covered executives to reimburse performance-based compensation in specified circumstances | ✘ | We do not grant single-trigger equity awards |

  30. Elements of Compensation at a Glance — Mix of Fixed and Variable Performance-Based Compensation

    | Pay Element | Fixed/Variable/ At-Risk | Payment Method | Alignment to Business Objectives | | Base Salary | Fixed | Cash | Benchmark base salaries to ensure market competitiveness in the attraction and retention of key talent | | | | | Provides a competitive fixed rate of pay relative to similar positions in the market | | Retirement, Health and Welfare Benefits | | Benefits | Market-aligned programs to facilitate strong productivity and provide support in times of personal need | | | | | Health, welfare and retirement programs | | | | | Limited perquisites | | Annual Incentive Plan | At-Risk/ Variable | Cash | Rewards performance for achievement of rigorous and challenging short-term performance goals aligned with the Company’s annual operating plan | | | | | Motivates executives to deliver on individual objectives supportive of broader business objectives | | | | | Annual recognition of performance against pre-established targets | | Long Term Incentive Program | | PSUs and RSUs | Rewards performance for achievement of rigorous long-term performance goals aligned with the interests of shareholders and the Company’s strategy | | | | | Supports retention and mitigates excessive risk taking |

  31. Alignment of Pay to Business Objectives

    Alignment of Pay to Business Objectives With regard to our variable/at-risk pay, we utilize multiple metrics to incentivize behavior that supports the achievement of our corporate goals. For our AIP, the metrics selected to best support our short-term objectives include Adjusted EBITDA, Voice of Customer, and Individual Performance. Our LTI program includes performance-based restricted share units (“PSUs”) that apply longer term metrics including, for our 2023 PSU grants, Adjusted diluted EPS and Adjusted EBITDA, and for our 2021 and 2022 PSU grants, Revenue, Adjusted EBITDA Margin, Adjusted diluted EPS and Adjusted EBITDA, with, for all years, a total shareholder return (“TSR”) modifier as compared to the S&P 500 measured over a cumulative 3-year period.

  32. Compensation Mix — Performance Based/At-Risk Compensation

    Compensation Mix — Performance Based/At-Risk Compensation The graphics below show the total target compensation mix of our CEO and our other NEOs. These illustrate that a majority of the NEOs’ total target compensation is at risk (91% for our CEO and an average of 81% for our other NEOs). For purposes of these estimates, total compensation is composed of base salary, AIP target and RSU/PSU grant value. AIP and equity grants are both considered at-risk pay.

  33. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan Our AIP provides the opportunity for annual cash incentives to be made to approximately 82% of our colleagues which are tied to pre-established Adjusted EBITDA performance, Voice of Customer achievement and an individual performance modifier. Each NEO has a target AIP award, which is defined as a percentage of the respective NEO’s eligible base pay. The table below provides end-of-year AIP targets for 2023, which reflect no changes from 2022.

  34. 2023 Annual Incentive Plan

    | Name | 2023 AIP Target | | Jonathan Gear | 150% | | Jonathan Collins | 100% | | Bar Veinstein(1) | 100% | | Henry Levy(1) | 100% | | Gordon Samson | 100% |

  35. 2023 Annual Incentive Plan

    Messrs. Veinstein and Levy are eligible for a full year bonus amount in 2023 (not pro-rated based on their hire dates) per the terms of their respective offers of employment.

  36. AIP Goals

    AIP Goals AIP bonus payouts are determined by a combination of pre-bonus Adjusted EBITDA performance and Voice of Customer achievement. Pre-bonus Adjusted EBITDA goals are tied to 90% of our targeted bonus amounts and Voice of Customer achievement is tied to 10% of our targeted bonus amounts, with the total AIP bonus subject to adjustment based on individual performance. Pre-bonus Adjusted EBITDA performance can result in a payout between 0% and 200% of target. The Voice of Customer metric is based on results of surveys sent to 100% of our customers. Voice of Customer can directly impact our revenues and represents a key component of our measurement of success. This goal was called “Customer Delight” in prior years and was changed to Voice of Customer to represent an industry-renowned standard that measures customer loyalty through Net Promoter Score. Voice of Customer achievement can result in a payout between 90% and 110% of target. The individual performance modifier can be used to increase or decrease an individual’s final AIP payment based upon that individual’s personal performance, provided that the maximum payment could not exceed 200% of the AIP target.

  37. Achievement of AIP Goals

    Achievement of AIP Goals • Pre-bonus Adjusted EBITDA. Based on the final pre-bonus Adjusted EBITDA results for 2023, we determined pre-bonus Adjusted EBITDA was achieved at 71% of target. The table below provides the threshold, target and maximum pre-bonus Adjusted EBITDA opportunities, as well as the actual results achieved in 2023. • Voice of Customer: Based on the final Voice of Customer results for 2023, we determined Voice of Customer was achieved at 90% of target. The table below provides the threshold, target and maximum Voice of Customer opportunities, as well as the actual results achieved in 2023.

  38. 2023 CORPORATE AIP GOALS

    2023 CORPORATE AIP GOALS

  39. 2023 CORPORATE AIP GOALS

    | Metric | Weighting | Payout Level | | 2023 Corporate Goal (in millions, except Voice of Customer) | 2023 Results (in millions, except Voice of Customer) | | Pre-bonus Adjusted EBITDA(1) | 90% | Threshold | 0% | $1,126 | | | | | Target | 100% | $1,215 | $1,172 | | | | Maximum | 200% | $1,303 | | | Voice of Customer | 10% | Threshold | 90% | <79 | | | | | Target | 100% | 79 | 76 | | | | Maximum | 110% | >79 | |

  40. 2023 CORPORATE AIP GOALS

    (1) Adjusted EBITDA is a non-GAAP measure. For a description and a reconciliation of such non-GAAP measure to the most directly comparable GAAP financial measure, please see Appendix A. Final AIP Payments. For the NEOs, the HRCC determined that payouts should be 73% of target based on the table below and results discussed above. No discretion was exercised with respect to the NEO’s payout.

  41. 2023 CORPORATE AIP GOALS

    | Final Calculation-AIP Payments | | | | | | | | | | | | | Pre-bonus Adjusted EBITDA Performance | | | Voice of Customer Performance | | | | | | Name | AIP Target ($) | % of AIP Tied to Goal | Performance Level Achieved | Amount Earned ($) | % of AIP Tied to Goal | Performance Level Achieved | Amount Earned ($) | Individual Modifier(3) | Final AIP Payment ($) | | Jonathan Gear | 1,350,000 | 90% | 71% | 864,000 | 10% | 90% | 121,500 | — | 985,500 | | Jonathan Collins | 750,000 | 90% | 71% | 480,000 | 10% | 90% | 67,500 | — | 547,500 | | Bar Veinstein(1)(2) | 600,000 | 90% | 71% | 384,000 | 10% | 90% | 54,000 | — | 438,000 | | Henry Levy(1) | 600,000 | 90% | 71% | 384,000 | 10% | 90% | 54,000 | — | 438,000 | | Gordon Samson(2) | 588,434 | 90% | 71% | 376,598 | 10% | 90% | 52,959 | — | 429,557 |

  42. 2023 CORPORATE AIP GOALS

    (1) Messrs. Veinstein and Levy are eligible for a full year bonus amount in 2023 (not pro-rated based on their hire dates) per the terms of their respective offers of employment. The AIP Target reflected in this table reflects the full year amount. (2) Mr. Veinstein is based in Israel and his payment has been converted to USD using an ILS: USD exchange rate of 0.273. Mr. Samson is based in Jersey and his payment has been converted to USD using a GBP: USD exchange rate of 1.2341. (3) No adjustment was made to final payouts based on individual performance.

  43. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program

  44. Incentive Award Plan Grant Practices

    Incentive Award Plan Grant Practices Annual LTI awards to NEOs are typically granted in the first quarter of the year, although LTI awards may also be granted to NEOs as part of the hiring process or in connection with a change in responsibility. The HRCC approves the type and number of awards to be granted and the performance criteria for awards. For all such grants, the grant date is no earlier than the date of HRCC approval. Awards are not spring-loaded or otherwise timed to take advantage of material nonpublic information. The HRCC has delegated to the CEO the authority to grant equity awards, including annual LTI awards, to eligible employees (other than the CEO and persons subject to Section 16 of the Exchange Act), provided the total awards remain within specified limits and subject to terms and conditions approved by the HRCC. In addition, on a quarterly basis, the HRCC reviews the shares granted from this award budget.

  45. Equity Programs

    Equity Programs We consider share ownership to be a key component in our compensation programs because it aligns the goals of our colleagues with those of our shareholders. Through the LTI program, our most senior leaders are eligible for annual equity awards under the Clarivate 2019 Incentive Award Plan (the “Incentive Award Plan”). Our key equity programs include LTI for NEOs and senior management, which consists of performance-based restricted share units (“PSUs”) and restricted share units (“RSUs”). As discussed above, PSUs are granted to our most senior leaders, thereby placing a larger percentage of their compensation “at risk.” The following is the mix of performance and time-based equity awarded through our annual LTI program. See footnotes to the “2023 NEO Equity Awards” table below for a description of equity granted outside of the annual equity cycle.

  46. Equity Programs

    | Ratio of Performance to Time-Based Equity | | | | Position | PSUs | RSUs | | CEO | 75% | 25% | | Other NEOs | 50% | 50% |

  47. Equity Programs

    RSUs vest ratably over three years, with 1/3 of the award vesting on each of the first three anniversaries of the grant date. PSUs cliff-vest at the end of a three-year period subject to achievement of performance measures and continued employment. • The 2021 awards have three one-year measurement periods with a three-year relative TSR modifier as compared to the S&P 500. At the end of the three-year period, performance achievement percentages for each of the one-year measurement periods are averaged and the resulting overall performance achievement percentage is modified in accordance with our three-year relative TSR modifier. • The 2022 awards have two measurement periods (the first is one-year relative to 2022 and the second is two years relative to 2023-2024) with a three-year relative TSR modifier as compared to the S&P 500. At the end of the three-year period, performance achievement percentages for each of the measurement periods is weighted one-third for the first period and two-thirds for the second period and the resulting overall performance achievement percentage is modified in accordance with our three-year relative TSR modifier. • The 2023 awards have one three-year measurement period with a three-year relative TSR modifier as compared to the S&P 500. At the end of the three-year period, the performance achievement is modified in accordance with our three-year relative TSR modifier.

  48. PSU Grants

    PSU Grants 2021 Performance. The table below contains the performance metrics relative to the first measurement period of the 2021 awards and the TSR modifier that will increase or decrease the final payout by as much as 20%, as illustrated below. The overall payout of the PSUs is capped at 200% of the target shares granted.

  49. 2021 PSU — First Measurement Period Metrics

    2021 PSU — First Measurement Period Metrics

  50. 2021 PSU — First Measurement Period Metrics

    | Revenue and Adjusted EBITDA Margin % | | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | | 2021 Goals | | | | | | | Performance Range | Payout Range | Revenue ($m) (50%) | Adjusted EBITDA Margin % (50%) | Percentile | Modifier | | Maximum | 200% | $1,850 | 46.0% | =>P75 | 1.2x | | Target | 100% | $1,802 | 45.0% | P50 | 1.0x | | Threshold | 50% | $1,750 | 42.5% | <=P25 | 0.8x |

  51. 2021 PSU — First Measurement Period Metrics

    Based on 2021 financial results, actual performance versus the performance goals was 63.6% of target that is weighted one-third in the overall performance achievement at the end of 2023, relative to the 2021 awards. 2022 Performance. The table below contains the performance metrics relative to the second measurement period of the 2021 awards and the first measurement period of the 2022 awards and the TSR modifier that will increase or decrease the final payout by as much as 20%, as illustrated below. The overall payout of the PSUs is capped at 200% of the target shares granted.

  52. 2021 PSU — Second Measurement Period and 2022 PSU — First Measurement Period Metrics

    2021 PSU — Second Measurement Period and 2022 PSU — First Measurement Period Metrics

  53. 2021 PSU — Second Measurement Period and 2022 PSU — First Measurement Period Metrics

    | Revenue and Adjusted EBITDA Margin % | | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | | 2022 Goals | | | | | | | Performance Range | Payout Range | Revenue ($m) (50%) | Adjusted EBITDA Margin % (50%) | Percentile | Modifier | | Maximum | 200% | $2,911 | 42.9% | =>P75 | 1.2x | | Target | 100% | $2,840 | 41.9% | P50 | 1.0x | | Threshold | 50% | $2,740 | 41.4% | <=P25 | 0.8x |

  54. 2021 PSU — Second Measurement Period and 2022 PSU — First Measurement Period Metrics

    Based on 2022 financial results, actual performance versus the performance goals was 90.7% of target that is weighted one-third in the overall performance achievement at the end of 2023, relative to the 2021 awards: and will be weighted one-third in the overall performance achievement at the end of 2024, relative to the 2022 awards. Our three-year relative TSR performance modifier will not be measured until the completion of the three-year performance period ending December 31, 2024, relative to the 2022 awards. 2023 Performance. The table below contains the performance metrics relative to the third and final measurement period of the 2021 awards and the TSR modifier that increases or decreases the final payout by as much as 20%, as illustrated below. The overall payout of the PSUs is capped at 200% of the target shares granted.

  55. 2021 PSU — Third Measurement Period Metrics

    2021 PSU — Third Measurement Period Metrics

  56. 2021 PSU — Third Measurement Period Metrics

    | Adjusted Diluted EPS and Adjusted EBITDA | | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | | 2023 Goals | | | | | | | Performance Range | Payout Range | Adjusted Diluted EPS (50%) | Adjusted EBITDA ($m) (50%) | Percentile | Modifier | | Maximum | 200% | $0.83 | $1,145 | =>P75 | 1.2x | | Target | 100% | $0.80 | $1,130 | P50 | 1.0x | | Threshold | 50% | $0.77 | $1,116 | <=P25 | 0.8x |

  57. 2021 PSU — Third Measurement Period Metrics

    The HRCC approved adjustments to both our Adjusted EPS and Adjusted EBITDA results for 2023 to reflect divestitures that occurred during the performance period, as contemplated by the plan. Based on 2023 financial results post these adjustments, actual performance versus the performance goals was 166.9% of target that is weighted one-third in the overall performance achievement at the end of 2023, relative to the 2021 awards. The overall three-year performance achievement versus the performance goals is 107% for the 2021 awards by averaging the attainment for each of the three performance periods. Our three-year TSR performance (2021-2023) was less than the 25th percentile of the S&P 500 and therefore modifies the overall performance achievement by .8, resulting in a final performance achievement of 85.6% relative to the 2021 awards. The table below provides details of the RSUs and PSUs granted to our NEOs in 2023.

  58. 2023 NEO EQUITY AWARDS

    2023 NEO EQUITY AWARDS

  59. 2023 NEO EQUITY AWARDS

    | | RSUs | | PSUs(1) | | | NEO | Units (#) | Grant Value ($) | Target Units (#) | Grant Value ($) | | Jonathan Gear | 164,185 | 1,874,993 | 648,994 | 8,704,350 | | Jonathan Collins | 109,457 | 1,249,999 | 167,610 | 2,174,507 | | Bar Veinstein(2) | 113,378 | 999,994 | 113,378 | 1,185,934 | | Henry Levy(2) | 113,378 | 999,994 | 113,378 | 1,185,934 | | Gordon Samson | 87,565 | 999,992 | 138,125 | 1,776,581 |

  60. 2023 NEO EQUITY AWARDS

    (1) The PSU grants represent 33% of the total PSUs granted in 2021 (i.e., the PSUs with respect to the 2023 measurement period) plus 67% of the total PSUs granted in 2022 (i.e., the PSUs with respect to the 2023-2024 measurement period) plus 100% of the PSUs granted in 2023 (i.e., the PSUs with respect to the 2023-2025 measurement period). See footnote to the Summary Compensation Table for more information. (2) The grants to Messrs. Veinstein and Levy were made in May 2023 in connection with their commencement of employment. In addition to the grants in the table above. Mr. Veinstein received a sign-on RSU grant for 680,272 shares with a total grant date value of $5,999,999 in connection with his commencement of employment. Mr. Levy received a sign-on RSU grant for 226,757 shares with a total grant date value of $1,999,997. The RSUs will vest 40% on May 1, 2024, 40% on May 1, 2025, and 20% on May 1, 2026, subject to continued employment through each vesting date. These sign-on grants were intended to replace forfeited compensation from their prior employers.

  61. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following summary compensation table sets forth information concerning compensation earned by our NEOs in 2023.

  62. 2023 Summary Compensation Table

    | | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation(5) ($) | All Other Compen- sation(6) ($) | Total ($) | | Jonathan Gear Chief Executive Officer | 2023 | 902,472 | — | 10,579,343 | — | 985,500 | 13,530 | 12,480,845 | | | 2022 | 432,692 | — | 7,561,183 | — | 381,568 | 165 | 8,375,608 | | Jonathan Collins Executive Vice President and Chief Financial Officer | 2023 | 752,060 | — | 3,424,506 | — | 547,500 | 13,530 | 4,737,596 | | | 2022 | 752,060 | 750,000 | 1,655,311 | — | 444,675 | 12,530 | 3,614,576 | | | 2021 | 32,555 | — | 7,403,195 | | — | 16 | 7,435,766 | | Bar Veinstein(1)(7) President, Academia and Government | 2023 | 411,884 | — | 8,185,927 | — | 438,000 | 63,472 | 9,099,283 | | Henry Levy(1) President, Life Sciences and Healthcare | 2023 | 399,725 | — | 4,185,925 | — | 438,000 | 13,420 | 5,037,070 | | Gordon Samson(7) President, Intellectual Property | 2023 | 588,281 | — | 2,776,573 | — | 429,557 | 59,157 | 3,853,568 | | | 2022 | 583,874 | — | 1,375,611 | — | 346,310 | 93,020 | 2,398,815 | | | 2021 | 479,049 | — | 1,578,182 | — | 123,936 | 83,506 | 2,264,673 |

  63. 2023 Summary Compensation Table

    (1) Mr. Veinstein became an executive officer on his hire date of April 24, 2023. Mr. Levy became an executive officer on his hire date of May 1, 2023. (2) Salary earned for Messrs. Veinstein and Levy is for the period of hire date through the end of 2023. (3) This amount represents a sign-on bonus paid to Mr. Collins in March 2022 related to his offer of employment. Amounts shown are the aggregate grant date fair value of PSUs and RSUs granted under our long-term incentive program as described above under “2023 Long Term Incentive Program”, computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. Information about the assumptions used to calculate the grant date fair value of the stock can be found in our Annual Report on Form 10-K under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Note 1: Nature of Operations and Summary of Significant Accounting Policies — Share Based Compensation” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Note 12: Share-based Compensation.” PSUs are reported at target performance, which was the most probable outcome of their performance conditions as of their grant date. These amounts do not necessarily correspond to the actual value that may be realized by the NEOs. At the maximum performance level of 200%, the grant date fair value of the PSUs would be as follows: Mr. Gear, $17,408,700; Mr. Collins, $4,349,013; Mr. Veinstein, $2,371,868; Mr. Levy, $2,371,868; and Mr. Samson, $3,553,161. The grant date fair value of the PSUs is calculated using a Monte Carlo valuation which takes into consideration the probability of the PSUs paying out at different levels. The PSU grants represent all of the PSUs awarded for 2023 plus the second tranche (covering two years) of the total PSUs awarded for 2022 plus the third tranche of the total PSUs awarded in 2021. Since performance goals for the remaining performance periods of the 2022 and 2021 awards were established and approved by the HRCC in 2023, these are considered granted for accounting purposes in 2023. (5) Represents annual incentive payments under our AIP that were paid in March 2024 for 2023 performance. (6) All Other Compensation includes (a) Company contributions to the Company’s defined contribution plans as follows: $13,200 to Messrs. Gear, Collins and Levy, $68,610 to Mr. Veinstein and $58,828 to Mr. Samson; and (b) company paid life insurance premiums in the amount of $330 for Messrs. Gear and Collins, $220 for Mr. Levy and $329 for Mr. Samson. Mr. Veinstein is based in Israel and his salary has been converted to USD using an ILS: USD exchange rate of 0.273. Mr. Samson is based in Jersey and his salary has been converted to USD using a GBP: USD exchange rate of 1.2341.

  64. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs. No stock options were granted in fiscal year 2023.

  65. Grants of Plan-Based Awards

    | | | | AIP | | | PSUs | | | RSUs | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) ($) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Approval Date | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Jonathan Gear | | | 675,000 | 1,350,000 | 2,700,000 | | | | | | | | 02/22/2023 | 02/22/2023 | | | | 62,575 | 156,438 | 312,876 | | 1,606,618 | | | 03/01/2023 | 02/22/2023 | | | | 197,022 | 492,556 | 985,112 | | 7,097,732 | | | 03/01/2023 | 02/22/2023 | | | | | | | 164,185 | 1,874,993 | | Jonathan Collins | | | 375,000 | 750,000 | 1,500,000 | | | | | | | | 02/22/2023 | 02/22/2023 | | | | 23,261 | 58,153 | 116,306 | | 597,231 | | | 03/01/2023 | 02/22/2023 | | | | 43,782 | 109,457 | 218,914 | | 1,577,275 | | | 03/01/2023 | 02/22/2023 | | | | | | | 109,457 | 1,249,999 | | Bar Veinstein | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 05/01/2023 | 03/21/2023 | | | | 45,351 | 113,378 | 226,756 | | 1,185,934 | | | 05/01/2023 | 03/21/2023 | | | | | | | 113,378 | 999,994 | | | 05/01/2023 | 03/21/2023 | | | | | | | 680,272 | 5,999,999 | | Henry Levy | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 05/01/2023 | 03/21/2023 | | | | 45,351 | 113,378 | 226,756 | | 1,185,934 | | | 05/01/2023 | 03/21/2023 | | | | | | | 113,378 | 999,994 | | | 05/01/2023 | 03/21/2023 | | | | | | | 226,757 | 1,999,997 | | Gordon Samson | | | 294,217 | 588,434 | 1,176,868 | | | | | | | | 02/22/2023 | 02/22/2023 | | | | 1,615 | 4,038 | 8,076 | | 36,988 | | | 02/22/2023 | 02/22/2023 | | | | 18,608 | 46,522 | 93,044 | | 477,781 | | | 03/01/2023 | 02/22/2023 | | | | 35,026 | 87,565 | 175,130 | | 1,261,812 | | | 03/01/2023 | 02/22/2023 | | | | | | | 87,565 | 999,992 |

  66. Grants of Plan-Based Awards

    (1) The threshold, target and maximum amounts shown under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” reflect the ranges of payments that could be made under the AIP. Actual payments under the AIP are shown in the Summary Compensation Table. Messrs. Veinstein and Levy are eligible for a full year bonus amount in 2023 (not pro-rated based on their hire dates) per the terms of their respective offers of employment. (2) Awards reported in this column represent the number of PSUs granted under the 2019 Incentive Plan. The PSUs granted on February 22, 2023 represent the second tranche (covering two years) of the total PSUs awarded for these grants in 2022 and the third tranche of the total PSUs awarded for grants in 2021. The PSUs granted on March 1, 2023 and May 1, 2023 represent PSUs awarded for these grants in 2023. Since performance goals for the remaining performance periods of the 2022 and 2021 awards were established and approved by the HRCC in 2023, these are considered granted for accounting purposes in 2023. Awards reported in this column represent the number of time-based RSUs granted under the 2019 Incentive Plan. Represents the grant date fair value of stock awards, computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. PSUs are reported at target performance, which was the most probable outcome of their performance conditions as of their grant date. At the maximum performance level of 200%, the grant date fair value of the PSUs would be as follows: Mr. Gear, $17,408,700; Mr. Collins, $4,349,013; Mr. Veinstein, $2,371,868; Mr. Levy, $2,371,868; and Mr. Samson, $3,553,161. Mr. Veinstein received a sign-on RSU grant for 680,272 shares with a total grant date value of $5,999,999 in connection with his commencement of employment. Mr. Levy received a sign-on RSU grant for 226,757 shares with a total grant date value of $1,999,997 in connection with his commencement of employment. For each of Mr. Veinstein and Mr. Levy, RSUs will vest 40% on May 1, 2024, 40% on May 1, 2025, and 20% on May 1, 2026, subject to continued employment through each vesting date.

  67. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning the outstanding equity awards held by our NEOs at the end of fiscal year 2023. None of our NEOs were holding stock options at the end of the fiscal year.

  68. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($) | | Jonathan Gear | 07/15/2022 | 156,438 | 1,448,616 | 234,657 | 2,172,924 | | | 07/15/2022 | 151,625 | 1,404,048 | | | | | 03/01/2023 | 164,185 | 1,520,353 | 492,556 | 4,561,069 | | Jonathan Collins | 12/16/2021 | 62,554 | 579,250 | | | | | 03/01/2022 | 58,153 | 538,497 | 87,229 | 807,741 | | | 03/01/2023 | 109,457 | 1,013,572 | 109,457 | 1,013,572 | | Bar Veinstein | 05/01/2023 | 113,378 | 1,049,880 | 113,378 | 1,049,880 | | | 05/01/2023 | 680,272 | 6,299,319 | | | | Henry Levy | 05/01/2023 | 113,378 | 1,049,880 | 113,378 | 1,049,880 | | | 05/01/2023 | 226,757 | 2,099,770 | | | | Gordon Samson | 06/21/2021 | 15,583 | 144,299 | | | | | 08/15/2021 | 14,406 | 133,400 | | | | | 03/01/2022 | 46,522 | 430,794 | 69,783 | 646,191 | | | 03/01/2023 | 87,565 | 810,852 | 87,565 | 810,852 |

  69. Outstanding Equity Awards at Fiscal Year-End

    (1) Awards shown are time-based RSUs. Mr. Samson’s amount includes 10,368 shares earned on his 2021 PSU grant since the performance period has ended and the shares earned will vest based on his continued employment through the vest date. These awards are scheduled to vest as shown in the table below if the individual remains continuously employed by the Company through the vest date. (2) Market value reflects the $9.26 closing price of Clarivate stock on December 29, 2023. (3) Awards shown include all tranches of the PSUs granted in 2021, 2022 and 2023, reported at target performance. PSUs will vest at the end of a three-year performance period from the grant date, subject to meeting performance metrics and the individual remaining continuously employed by the Company through the vesting date.

  70. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares Vesting | | Jonathan Gear | 03/01/2024 | 132,947 | | | 07/11/2024 | 101,083 | | | 03/01/2025 | 132,947 | | | 07/11/2025 | 50,542 | | | 03/01/2026 | 54,729 |

  71. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares Vesting | | Jonathan Collins | 03/01/2024 | 128,115 | | | 03/01/2025 | 65,563 | | | 03/01/2026 | 36,486 | | Bar Veinstein | 03/01/2024 | 37,792 | | | 05/01/2024 | 272,108 | | | 03/01/2025 | 37,793 | | | 05/01/2025 | 272,109 | | | 03/01/2026 | 37,793 | | | 05/01/2026 | 136,055 | | Henry Levy | 03/01/2024 | 37,792 | | | 05/01/2024 | 90,702 | | | 03/01/2025 | 37,793 | | | 05/01/2025 | 90,703 | | | 03/01/2026 | 37,793 | | | 05/01/2026 | 45,352 | | Gordon Samson | 02/21/2024 | 10,368 | | | 03/01/2024 | 68,032 | | | 08/15/2024 | 4,038 | | | 03/01/2025 | 52,449 | | | 03/01/2026 | 29,189 |

  72. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning stock options exercised by our NEOs and the vesting of restricted stock units held by our NEOs during 2023.

  73. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Jonathan Gear | — | — | 179,301 | 1,876,789 | | Jonathan Collins | — | — | 154,183 | 1,760,770 | | Bar Veinstein | — | — | — | — | | Henry Levy | — | — | — | — | | Gordon Samson | — | — | 42,882 | 472,147 |

  74. Option Exercises and Stock Vested

    (1) The value realized upon option exercise is the difference between the exercise price and the fair market value of the shares on the date of exercise. Represents the aggregate dollar amount realized, which is calculated by multiplying the number of shares of RSUs that vested by the fair market value of our stock on the vesting date.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The information in the table below provides the estimated value of compensation that would have been paid to each of our NEOs in the event the NEO was involuntarily terminated by the Company for reason other than cause on December 31, 2023.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Description of Payments | Involuntary Termination Without Cause (not Related to Change in Control) ($) | Involuntary Termination Without Cause (Change in Control) ($) | Death or Disability ($) | | Jonathan Gear | PSUs(1) | 2,336,257 | 6,733,992 | 6,733,992 | | | RSUs(2) | 3,866,226 | 4,373,016 | 4,373,016 | | | Severance(3) | 3,375,000 | 4,500,000 | — | | | Continued Benefits(3) | 35,852 | 47,803 | — | | Total Jonathan Gear | | 9,613,335 | 15,654,811 | 11,107,008 | | Jonathan Collins | PSUs(1) | — | 1,821,312 | 1,821,312 | | | RSUs(2) | 1,793,458 | 2,131,319 | 2,131,319 | | | Severance(3) | 2,250,000 | 3,000,000 | — | | | Continued Benefits(3) | 35,852 | 47,803 | — | | Total Jonathan Collins | | 4,079,310 | 7,000,434 | 3,952,631 | | Bar Veinstein | PSUs(1) | — | 1,049,880 | 1,049,880 | | | RSUs(2) | 5,739,367 | 7,349,199 | 7,349,199 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | — | — | — | | Total Bar Veinstein | | 7,539,367 | 10,799,079 | 8,399,079 | | Henry Levy | PSUs(1) | — | 1,049,880 | 1,049,880 | | | RSUs(2) | 2,379,727 | 3,149,650 | 3,149,650 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | 38,984 | 51,979 | — | | Total Henry Levy | | 4,218,711 | 6,651,509 | 4,199,530 | | Gordon Samson | PSUs(1) | — | 1,569,218 | 1,569,218 | | | RSUs(2) | 1,153,046 | 1,423,336 | 1,423,336 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | — | — | — | | Total Gordon Samson | | 2,953,046 | 5,392,554 | 2,992,554 |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) As described in “Executive Employment Agreements,” the vesting of PSUs will accelerate in full in the event of death or disability or upon a termination without cause in the 12 months following a change in control. In the event of an involuntary termination without cause at any other time, PSUs (with the exception of PSUs held by Mr. Gear) will be forfeited. Mr. Gear’s employment agreement provides for a pro-rata vesting of any PSU grants in the event of an involuntary termination without cause, subject to actual performance through the end of the performance period. As described in “Executive Employment Agreements,” the vesting of RSUs will accelerate in full in the event of death or disability or upon a termination without cause in the 12 months following a change in control. In the event of an involuntary termination without cause, any unvested RSUs (other than as noted below) shall become vested to the extent the RSUs would have otherwise vested had the NEOs’ employment continued over the 18-month period following the NEOs’ termination date. Mr. Gear’s sign-on RSU grants provide for immediate vesting upon involuntary termination without cause. See “Executive Employment Agreements” for a description of how salary, AIP and continued benefits are determined for each NEO.

  78. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our colleagues (other than our CEO) and the annual total compensation of our CEO, Mr. Gear on December 31, 2023 (the “Measurement Date”). For 2023, our last completed fiscal year: • The annual total compensation of our median employee was $47,036. • The annual total compensation of our CEO, for purposes of the pay ratio and discussed below, was $12,480,845. Based on this information for 2023, the ratio of the annual total compensation of our CEO to that of our median employee is 265:1. The annual total compensation of our CEO in 2023, calculated in accordance with the requirements of Item 402(c) of Regulation S-K, includes valuation of Performance Stock Units (PSUs) that were granted in 2023, as well as a portion of PSUs granted in 2022 due to the timing of establishment of the performance goals. Excluding this additional valuation related to PSUs granted to Mr. Gear in 2022, the annual total compensation for our CEO was $10,874,227 and the ratio of our CEO to that of our median employee is 231:1. We believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median employee, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions and adjustments that we used were as follows: • As of the Measurement Date, our colleague population for purposes of calculating our pay comprised of 12,344 colleagues globally, excluding Mr. Gear, with approximately 23% of our colleague population located in the United States and 77% located outside of the United States. • We included all full-time and part-time colleagues worldwide, excluding Mr. Gear, except that, as permitted under the SEC rules, we utilized the de minimis exemption to exclude 393 colleagues, (approximately 3.1% of our colleague population), comprised of all of our colleagues in the countries listed in the table below:

  79. CEO PAY RATIO

    | Chile (12) | Columbia (11) | Egypt (1) | | Hungary (4) | Malaysia (319) | Mexico (35) | | Philippines (3) | South Africa (4) | Turkey (4) |

  80. CEO PAY RATIO

    • Consequently, 11,951 colleagues were considered in identifying our median employee. • To identify the median employee from our colleague population, we compared the base pay plus target cash bonus of our colleagues, as reported in our centralized human resource system, on the Measurement Date, as these are the primary compensation elements for most of our colleagues. We did not make any cost-of-living adjustments in identifying the median employee. • Using this methodology, we determined that the median employee was a full-time hourly worker in the United States. • With respect to the annual total compensation of the median employee, we calculated the colleague’s compensation for 2023 in accordance with the requirements of Item 402(c) of Regulation S-K, resulting in an annual total compensation of $47,036. SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  81. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for each of our Chief Executive Officers during 2023 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” (“CAP”) 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 peer group, Net Income and Adjusted EBITDA (our company-selected measure) over such years in accordance with SEC rules.

  82. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(5) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income/(Loss)(4) | Adjusted EBITDA | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 12,480,845 | 10,581,866 | N/A | N/A | 5,681,879 | 5,657,922 | 55.12 | 191.27 | (986,600,000) | 1,117,200,000 | | 2022 | 8,375,608 | 5,440,653 | 4,538,176 | (2,164,082) | 2,645,158 | (226,183) | 49.64 | 148.65 | (4,035,600,000) | 1,112,700,000 | | 2021 | 5,322,010 | N/A | 5,322,010 | 2,815,100 | 4,404,432 | 3,903,063 | 140.00 | 188.32 | (311,956,000) | 800,400,000 | | 2020 | 20,672,203 | N/A | 20,672,203 | 17,397,284 | 2,584,121 | 5,873,874 | 176.85 | 131.74 | (350,625,000) | 486,600,000 |

  83. PAY VERSUS PERFORMANCE

    (1) The first PEO is Jonathan Gear and the second PEO is Jerre Stead. Mr. Stead became Chairman Emeritus of the Board on October 21, 2022 and receives no compensation for this position. (2) The 2023 NEOs are: Jonathan Collins, Bar Veinstein, Henry Levy and Gordon Samson. The 2022 NEOs are: Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson and Stefano Maestri; the 2021 NEOs are Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, Mukhtar Ahmed, Richard Hanks and Jeff Roy; the 2020 NEOs are Richard Hanks, Mukhtar Ahmed, Jeff Roy and Stephen Hartman. (3) Our TSR peer group is the peer group used for purposes of the “stock performance graph” in Clarivate’s 10-K and consists of the following companies: FactSet Research Inc., Gartner Inc., Moody’s Corporation, MSCI Inc., S&P Global Inc. and Verisk Analytics, Inc. (4) Our 2022 net income (loss), as reported under US GAAP, includes a goodwill impairment of $4.4 billion. (5) The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2023. We paid no dividends during 2023 and thus no adjustments were made on account of dividend payments. CAP does not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our HRCC in regard to the PEOs’ and our other NEOs’ compensation for fiscal year 2023, see “Compensation Discussion and Analysis”, above.

  84. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for First PEO | Exclusion of Stock Awards & Option Awards | Year End Fair Value of Unvested Equity Granted During the Current Year (a) | Change in Fair Value of Prior Awards that Vested During the Current Year (b) | Change in Fair Value of Prior Awards that Remained Unvested at End of Current Year (c) | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | Prior Year End Fair Value of Prior Awards that Forfeited During the Current Year (e) | Inclusion of Equity Values (a) + (b) + (c) +(d) – (e) | Compensation Actually Paid to First PEO | | 2023 | 12,480,845 | (10,579,343) | 7,986,586 | 381,419 | 312,359 | — | — | 8,680,364 | 10,581,866 |

  85. PAY VERSUS PERFORMANCE

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Stock Awards & Option Awards | Year End Fair Value of Unvested Equity Granted During the Current Year (a) | Change in Fair Value of Prior Awards that Vested During the Current Year (b) | Change in Fair Value of Prior Awards that Remained Unvested at End of Current Year (c) | Fair Value at Vest of Awards Granted and Vested During the Current Year (d) | Prior Year End Fair Value of Prior Awards that Forfeited During the Current Year (e) | Inclusion of Equity Values (a) + (b) + (c) +(d) – (e) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 5,681,879 | (4,643,233) | 4,422,657 | 147,349 | 49,270 | — | — | 4,619,276 | 5,657,922 |

  86. PAY VERSUS PERFORMANCE

    The following graphs represent the relationship between CAP for the PEOs and average CAP of the non-PEO NEOs and company performances in cumulative TSR, Net Income and Adjusted EBITDA, the customer selected measure; and between the company’s cumulative TSR and the peer group cumulative TSR. The following is an unranked list of the performance measures we have determined as our most important performance measures used to link CAP to our NEOs to company performance in the most recently complete fiscal year. • Revenue • Free Cash Flow • Adjusted EBITDA • Adjusted Diluted EPS Relative TSR