DEF 14A of Clarivate PLC, Mar 28, 2025

DEF 14A of Clarivate PLC

Filed Mar 28, 2025 · FY20240001104659-25-029072

Open on EDGAR

  1. PROPOSAL 1: RE-ELECTION OF DIRECTORS

    PROPOSAL 1: RE-ELECTION OF DIRECTORS

  2. 2025 Nominees for Director

    2025 Nominees for Director Pursuant to the Articles, the Board has determined that it be composed of ten directors. The Board has approved for nomination the following ten director nominees to be re-elected at the Annual Meeting. All the director nominees currently serve on the Board. Directors elected at the Annual Meeting will hold office until the next annual general meeting of shareholders in 2026, or until their respective successors have been duly elected and qualified or their earlier resignation or removal. For more information about each director nominee, see “Corporate Governance and Board of Directors — Business Experience and Qualifications of Director Nominees” below.

  3. 2025 Nominees for Director

    | Name and Principal Occupation | Age | Director Since | Independent | Committee Memberships | | Andrew Snyder (Chair) Chief Executive Officer, Cambridge Information Group | 54 | 2021 | | Nominating & Governance Finance | | Valeria Alberola Former Chief Executive Officer, ZOMALAB | 53 | 2021 | | Audit (Chair) Finance | | Jane Okun Bomba President, Saddle Ridge Consulting | 62 | 2020 | | Audit Human Resources & Compensation (Chair) | | Usama N. Cortas Partner, Leonard Green & Partners, L.P. | 47 | 2020 | | Nominating & Governance Finance (Chair) | | Suzanne Heywood Chief Operating Officer, Exor N.V. | 56 | 2024 | | Nominating & Governance Finance | | Adam T. Levyn Partner, Leonard Green & Partners, L.P. | 41 | 2020 | | Human Resources & Compensation | | Anthony Munk Vice Chairman, Onex Corporation | 64 | 2019 | | Audit Finance | | Wendell Pritchett Riepe Presidential Professor of Law and Education, University of Pennsylvania | 60 | 2022 | | Nominating & Governance (Chair) Human Resources & Compensation | | Saurabh Saha Chief Executive Officer, Centessa Pharmaceuticals | 48 | 2023 | | Human Resources & Compensation | | Matitiahu (Matti) Shem Tov Chief Executive Officer, Clarivate Plc | 64 | 2024 | | |

  4. 2025 Nominees for Director

    Each director nominee set forth above has consented to being named in this Proxy Statement as a nominee for re-election as a director and has agreed to serve as a director, if re-elected. The Nominating and Governance Committee reviewed the performance and qualifications of the director nominees 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 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 as of October 1, 2020, entered into in connection with the Company’s acquisition of CPA Global. Suzanne Heywood has been nominated pursuant to the Company’s obligations under the Investment Agreement dated as of March 4, 2024, between the Company and Exor N.V. Matti Shem Tov was appointed as our Chief Executive Officer and joined our Board effective August 9, 2024. If re-elected, Mr. Shem Tov will continue to serve as a director for a one-year term. The text of the resolutions in respect of Proposal 1 (which are proposed as ordinary resolutions) is as follows: “RESOLVED, That Andrew Snyder be re-elected as a director of the Company. That Valeria Alberola be re-elected as a director of the Company. That Jane Okun Bomba be re-elected as a director of the Company. That Usama N. Cortas be re-elected as a director of the Company. That Suzanne Heywood be re-elected as a director of the Company. That Adam T. Levyn be re-elected as a director of the Company. That Anthony Munk be re-elected as a director of the Company. That Wendell Pritchett be re-elected as a director of the Company. That Saurabh Saha be re-elected as a director of the Company. That Matti Shem Tov be re-elected as a director of the Company. RESOLVED, that each director nominee re-elected to serve as a director of the Company shall serve until the 2026 Annual General Meeting of Shareholders, or until their successor is duly elected and qualified, or their earlier resignation or removal.”

  5. Corporate Governance Practices

    Corporate Governance Practices Clarivate has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. Over the years, our Board has evolved our practices in the interests of our shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:

  6. Corporate Governance Practices

    | Our Practices and Policies | | | Annual election of all directors | Board takes active role in succession planning | | 100% independent Board committees | Active shareholder engagement by our CEO, CFO, and Investor Relations team | | 9 out of 10 director nominees are independent | Annual Board and committee self-evaluations are conducted | | Regular executive sessions, where independent directors meet without management present | Active Board oversight of strategy, risk management, and sustainability matters | | Director overboarding policy limiting service to three other public company boards; no Audit Committee member may simultaneously serve on the audit committee of more than two other public companies; and our CEO and executive officers may only serve on the board of one other public company | Robust director selection process resulting in a diverse and global Board in terms of experience, perspectives, skills, and tenure |

  7. Business Experience and Qualifications of Director Nominees

    Business Experience and Qualifications of Director Nominees The following discussion presents information about the ten nominees for election at the Annual Meeting. The age of the director nominees is as of the date of this Proxy Statement.

  8. Business Experience and Qualifications of Director Nominees

    | Andrew Snyder Non-Executive Chair Director since December 2021 Independent Age: 54 Clarivate Board Committees Nominating & Governance Finance Other Public Company Directorships (within past five years) None | Experience and Qualifications Mr. Snyder has been the non-executive Chair of our Board since October 2022. Mr. Snyder has served as CEO of Cambridge Information Group (“CIG”), a family-owned investment firm, since 2003. Mr. Snyder has built and managed the CIG portfolio, which today has a primary focus on education, technology, and information services companies. Mr. Snyder was responsible for building ProQuest LLC from a legacy company 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 serves on the New York-Presbyterian Board of Trustees and the Board of Advisors of Penn Libraries. He formerly served on the boards of Blucora, Inc., Shining Hope for Communities, and The Browning School. 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. Mr. Snyder was selected to serve on the Board due to his strong leadership skills and proven track record driving financial growth and product development. |

  9. Business Experience and Qualifications of Director Nominees

    | Valeria Alberola Director since May 2021 Independent Age: 53 Clarivate Board Committees Audit (Chair) Finance Other Public Company Directorships (within past five years) None | Experience and Qualifications Ms. Alberola brings over 25 years of global experience in corporate finance, investment banking, sustainable investments, operations, and strategic management consulting. From January 2019 until March 2024, Ms. Alberola served as Chief Executive Officer of Zoma Holdings, LLC, following her tenure as its Chief Operating Officer from 2017 to December 2018. From 2011 to 2017, 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, Ms. Alberola 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. |

  10. Business Experience and Qualifications of Director Nominees

    | Ms. Alberola is on the board of directors of Vantage Data Centers, a founding board member of Endeavor Colorado and a partner of Colorado Thrives, a coalition of CEOs from some of Colorado’s largest companies. 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 was selected to serve on the Board due to her significant global experience in corporate finance, mergers and acquisitions, and operations. |

  11. Business Experience and Qualifications of Director Nominees

    | Jane Okun Bomba Director since May 2020 Independent Age: 62 Clarivate Board Committees Human Resources & Compensation (Chair) Audit Other Public Company Directorships (within past five years) Brightview Holdings, Inc. (since April 2019) Service Source International, Inc. (March 2020 to August 2022) | Experience and Qualifications Ms. Okun Bomba has served as President of Saddle Ridge Consulting, LLC since January 2018 and advises on a range of strategic issues. 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 human resources, marketing, communications, sustainability, and investor relations. Prior to IHS Markit, she was a partner at Genesis, Inc. and headed investor relations at Velocom, Inc., MediaOne Group Ltd., and Northwest Airlines, Inc. Ms. Okun Bomba has held various management positions in corporate finance at Northwest Airlines and American Airlines, Inc., and was a CPA at PricewaterhouseCoopers LLP. Ms. Okun Bomba serves on the boards of directors of Brightview Holdings, Inc. and Aspire Healthy Energy. She previously served on the board of directors of Service Source International, Inc. Ms. Okun Bomba is a member of the International Women’s Forum, serves on the board of Kickstart International, and is a member of the University of Michigan, Ross School of Business Dean’s Advisory Board. Ms. Okun Bomba holds both a Bachelor of General Studies and an M.B.A. 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 was selected to serve on the Board due to her significant experience in human resources, finance and accounting, sustainability, and investor relations. |

  12. Business Experience and Qualifications of Director Nominees

    | Usama N. Cortas Director since October 2020 Independent Age: 47 Clarivate Board Committees Nominating & Governance Finance (Chair) Other Public Company Directorships (within past five years) None | Experience and Qualifications Mr. Cortas is a Partner with Leonard Green & Partners, L.P. (“LGP”), a firm specializing in private equity investments. 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. Mr. Cortas currently also serves on the boards of the following privately held companies or their affiliates: Convergint, ECI Software Solutions, Jetro Cash & Carry, Iris Software Group, Insight Global, and Prometheus Group and has served on the boards of Authentic Brands Group, CCC Information Services, CPA Global, Ellucian, Tank Holdings Corp., The Sports Authority, and United States Infrastructure Corporation, among others. Mr. Cortas earned a Bachelor of Arts degree in Economics-Political Science from Columbia University. Mr. Cortas was selected to serve on the Board due to his extensive experience in finance and in the Technology and Intellectual Property Information Services sector. |

  13. Business Experience and Qualifications of Director Nominees

    | Suzanne Heywood Director since May 2024 Independent Age: 56 Clarivate Board Committees Nominating & Governance Finance Other Public Company Directorships (within past five years) CNHi N.V. (since 2018) Iveco Group N.V. (since 2022) | Experience and Qualifications Ms. Heywood 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, Ms. Heywood 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, Ms. Heywood worked for the U.K. government, including as Private Secretary to the Financial Secretary of the U.K. Treasury. Ms. Heywood currently serves as chair of the boards of CNHi Industrial N.V. and of Iveco Group N.V. She also serves on the boards of The Economist Group, Christian Louboutin LLC, Shang Xia, Quartz Associates, and the Heywood Foundation. Ms. Heywood holds a Bachelor of Arts 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. Ms. Heywood was selected to serve on the Board due to her extensive global experience in finance and strategic matters. |

  14. Business Experience and Qualifications of Director Nominees

    | Adam T. Levyn Director since October 2020 Independent Age: 41 Clarivate Board Committees Human Resources & Compensation Other Public Company Directorships (within past five years) Advantage Solutions, Inc. (since October 2023) | Experience and Qualifications Mr. Levyn is a Partner with LGP. Prior to joining LGP in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. in its New York office from 2007 to 2009, and in the Global Industrials Group of Bear, Stearns & Co. Inc. in its New York office from 2005 to 2007. Mr. Levyn serves on the board of directors of Advantage Solutions Inc. Mr. Levyn also serves on the boards of the following privately held companies: CHG Healthcare Services, ExamWorks Group, Inc., HUB International Limited, OMNIA Partners, Inc., Parts Town LLC, and Service Logic LLC, and has served on the boards of CPA Global Limited, Restorix Health Inc., Tank Holdings Corp, SRS Distribution, Inc., and United States Infrastructure Corporation. Mr. Levyn earned a Bachelor of Arts degree in Economics from Princeton University and an M.B.A. from Harvard Business School. Mr. Levyn was selected to serve on the Board due to his extensive experience in finance and investments. |

  15. Business Experience and Qualifications of Director Nominees

    | Anthony Munk Director since May 2019 Independent Age: 64 Clarivate Board Committees Audit Finance Other Public Company Directorships (within past five years) Emerald Holding, Inc. (since May 2020) | Experience and Qualifications Mr. Munk is Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Mr. Munk serves on the board of directors of Emerald Holding, Inc., as well as the board of WireCo Worldgroup Inc. Mr. Munk previously served on the boards of directors of JELD-WEN Holding, Inc., SGS&Co, Barrick Gold, RSI Home Products, Husky Injection Molding Systems Ltd, Cineplex Inc., SMG Holdings, Inc., Jack’s Family Restaurants, and Save-A-Lot. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital Group in Toronto. Mr. Munk served as our Lead Independent Director from May 2020 to October 2022. Mr. Munk holds a Bachelor of Arts (Honors) in Economics from Queen’s University. Mr. Munk was selected to serve on the Board due to his financial expertise and significant experience in a variety of strategic and financing transactions. |

  16. Business Experience and Qualifications of Director Nominees

    | Wendell Pritchett, Ph.D. Director since July 2022 Independent Age: 60 Clarivate Board Committees Nominating & Governance (Chair) Human Resources & Compensation Other Public Company Directorships (within past five years) Toll Brothers, Inc. (since March 2018) 26North BDC, Inc. (since February 2024) | Experience and Qualifications 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 December 2021. From 2018 to 2022, Dr. Pritchett served as Chairman of the Nominating Panel of the Philadelphia School Board, appointed by Philadelphia Mayor James Kenney. Dr. Pritchett first joined the University of Pennsylvania Law faculty in 2002, and served as Associate Dean for Academic Affairs from 2006 to 2007 and as Interim Dean and Presidential Professor from 2014 to 2015. Dr. Pritchett also served as Chancellor of Rutgers University-Camden from 2009 to 2014. In 2008, Dr. Pritchett 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 Dr. Pritchett 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 serves on the boards of 26North BDC, Inc. and Toll Brothers, Inc. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of the Philadelphia Foundation, LifePoint Health, Forman Arts Initiative, and Reinvestment Fund. Dr. Pritchett holds a Bachelor of Arts in political science from Brown University, a J.D. from Yale Law School, and a Ph.D. in history from the University of Pennsylvania. Dr. Pritchett was selected to serve on the Board due to his leadership and administrative skills, and deep knowledge and experience in academia. |

  17. Business Experience and Qualifications of Director Nominees

    | Saurabh Saha, M.D. Ph.D. Director since May 2023 Independent Age: 48 Clarivate Board Committees Human Resources & Compensation Other Public Company Directorships (within past five years) Centessa Pharmaceuticals plc (since January 2021) | Experience and Qualifications Dr. Saha has served as the Chief Executive Officer of Centessa Pharmaceuticals plc since January 2021 and brings over 20 years of experience in the health and life sciences field. Prior to joining Centessa, Dr. Saha was Senior Vice President of Research & Development and Global Head of Translational Medicine for Bristol Myers Squibb Company from 2017 to January 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. From 2015 to 2017, Dr. Saha was a venture partner at Atlas Venture Life Science Advisors, LLC. Prior to that, he served as President and Chief Executive Officer of Delinia, a biotechnology company developing novel therapeutics for the treatment of autoimmune diseases. Earlier in his career, Dr. Saha led the New Indications Discovery Unit at Novartis Institutes for Biomedical Research, Inc. 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 serves on the board of directors of Centessa Pharmaceuticals plc. He is also an associate member and global clinical scholar at |

  18. Business Experience and Qualifications of Director Nominees

    | Harvard Medical School. Dr. Saha received a Bachelor of Science 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, Dr. Saha has published over 100 papers and patents (issued and pending). Dr. Saha was selected to serve on the Board due to his significant experience and deep expertise in the areas of health and life sciences. |

  19. Business Experience and Qualifications of Director Nominees

    | Matti Shem Tov Chief Executive Officer Director since August 2024 Age: 64 Clarivate Board Committees None Other Public Company Directorships (within past five years) None | Experience and Qualifications Matti Shem Tov has served as our Chief Executive Officer since August 2024. Mr. Shem Tov has over 30 years of global leadership experience with deep expertise in software, data, and analytics, as well as in driving innovation and growth. From June 2022 until March 2024, Mr. Shem Tov served as an operating partner at Lone View Capital, a private equity firm. Prior to that, Mr. Shem Tov served as Chief Executive Officer of ProQuest LLC (“ProQuest”), a provider of global data, analytics, and software, to academic, research and national institutions, from September 2017 to June 2022, including for a period following Clarivate’s acquisition of ProQuest in December 2021. From 2003 until 2017, Mr. Shem Tov served as president and chief executive officer of Ex Libris Ltd., leading the company to become a prominent developer of cloud-based software solutions for academic, national and research institutions worldwide. Prior to joining Ex Libris, Mr. Shem Tov served as president of Surecomp Limited, a global software company specializing in commercial banking solutions, after serving in various leadership roles across the company. Mr. Shem Tov received a Bachelor of Social Sciences and an MBA from Bar-Ilan University. Mr. Shem Tov was selected to serve on the Board due to his knowledge of the Company’s operations, strategy, and customers as well as his experience as a seasoned technology executive. |

  20. Director Compensation

    Director Compensation Our non-employee directors, other than those who are employees or affiliates of LGP or Onex, receive compensation for their service on our Board. The compensation is composed of annual cash retainers for Board service and Committee Chair service, an annual retainer paid in shares for Board Chair service, and an annual equity award consisting of a grant of Restricted Share Units (“RSUs”). In addition, each of our non-employee directors is reimbursed for travel, lodging, and other reasonable expenses related to meeting attendance and activities related to their duties as directors. The following table sets forth information concerning the non-employee director compensation program in effect in 2024.

  21. Director Compensation

    | Non-Employee Director Compensation | Amount(1) ($) | | Board Annual Retainer | 85,000 | | Non-Executive Board Chair Annual Retainer | 120,000 | | Committee Chair Annual Retainer | | | Audit Committee | 30,000 | | Human Resources and Compensation Committee | 30,000 | | Nominating and Governance Committee | 20,000 | | Risk and Sustainability Committee (until May 2024) | 20,000(3) | | Finance Committee (from May 2024) | 20,000(3) | | Board Annual Equity Award (RSUs)(2) | 165,000 |

  22. Director Compensation

    (1) 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. (2) On the day of the Company’s annual general meeting of shareholders each year, each non-employee director who receives compensation receives an award consisting of RSUs whose underlying shares have a fair market value equal to $165,000. Such awards will vest on the date immediately preceding the Company’s next annual general meeting of shareholders. (3) Prorated for the portion of the year in which the committee existed. The Human Resources and Compensation Committee oversees director compensation and periodically evaluates the compensation of our non-employee directors with the assistance of Pay Governance, the committee’s independent compensation consultant. Pay Governance reviews director pay levels and provides analyses on where the Company is positioned relative to the Company’s 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 Articles provide 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.

  23. Non-Employee Director Compensation in 2024

    Non-Employee Director Compensation in 2024 The following table provides information concerning the compensation of each of our non-employee directors who received compensation during the 2024 fiscal year. Non-employee directors did not receive any stock options, non-equity incentive plan compensation, or any other compensation that is not otherwise disclosed in the table below. Non-employee directors do not participate in defined benefit and actuarial pension plans or nonqualified defined contribution plans.

  24. Non-Employee Director Compensation in 2024

    | Name | Fees Earned or Paid in Cash(3) ($) | Stock Awards(4) ($) | Total ($) | | Andrew Snyder | 205,000 | 165,000 | 370,000 | | Valeria Alberola(1) | 85,082 | 165,000 | 250,082 | | Michael Angelakis | 85,000 | 165,000 | 250,000 | | Jane Okun Bomba | 115,000 | 165,000 | 280,000 | | Usama Cortas(2) | — | — | — | | Suzanne Heywood(5) | 55,343 | 165,000 | 220,343 | | Adam T. Levyn(2) | — | — | — | | Anthony Munk(2) | — | — | — | | Wendell Pritchett | 105,000 | 165,000 | 270,000 | | Richard W. Roedel(6) | 122,133 | 285,604 | 407,737 | | Saurabh Saha | 85,000 | 165,000 | 250,000 |

  25. Non-Employee Director Compensation in 2024

    (1) Ms. Alberola became Audit Committee Chair on December 31, 2024. (2) Mr. Munk did not receive compensation during 2024 as he is an affiliate of Onex. Messrs. Cortas and Levyn did not receive compensation during 2024 as each are affiliates of LGP. Messrs. Cortas, Levyn, and Munk are not subject to the shareholding requirement set forth in the Company’s Corporate Governance Guidelines. (3) In 2024, the following directors elected to receive ordinary shares in lieu of cash fees: Ms. Okun Bomba received 18,629 ordinary shares in lieu of 100% of her cash retainers; Mr. Roedel received 19,680 ordinary shares in lieu of 100% of his cash retainers; and Mr. Snyder received 33,210 ordinary shares in lieu of 100% of his cash retainers. (4) On May 7, 2024, the date of the 2024 annual general meeting of shareholders, all non-employee directors were awarded 23,741 RSUs with a value of $165,000. The number of RSUs granted was calculated by dividing $165,000 by $6.95, the closing price of Clarivate shares on the grant date, rounding down to the next whole share. These RSUs vest on the date immediately preceding the Annual Meeting. At the end of the fiscal year, Ms. Alberola, Mr. Angelakis, Ms. Okun Bomba, Ms. Heywood, Dr. Pritchett, Dr. Saha, Mr. Roedel, and Mr. Snyder were each holding their 23,741 unvested RSUs. (5) Ms. Heywood joined our Board on May 7, 2024. Fees paid in cash during 2024 are from May 7, 2024. Mr. Roedel was replaced as Audit Committee Chair by Ms. Alberola on December 31, 2024, and retired from the Board effective January 1, 2025. In light of Mr. Roedel’s service to the Board and his retirement due to health reasons, the Board approved the accelerated vesting of the 23,741 RSUs held by Mr. Roedel as of January 1, 2025, the effective date of his retirement. Mr. Roedel’s grant value includes $120,604 in incremental fair value resulting from this modification.

  26. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant In 2024, 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 analysis and 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.

  27. The Use of Peer Group Benchmarking and Market Data

    The Use of Peer Group Benchmarking and Market Data

  28. 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 2024. 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 $8.0 billion (approximately 0.3x-3.0x Clarivate); Market capitalization between $1.2 billion to $25.0 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 2024 (the “Peer Group”):

  29. Peer Group Benchmarking

    | Clarivate 2024 Peer Group for Compensation Benchmarking Purposes | | | Dun & Bradstreet Holdings, Inc. (DNB) | Morningstar, Inc. (MORN) | | Equifax, Inc. (EFX) | MSCI Inc. (MCSI) | | ExlService Holdings, Inc. (EXLS) | SS&C Technologies Holdings, Inc. (SSNC) | | FactSet Research Systems Inc. (FDS) | Teradata Corporation (TDC) | | Fair Isaac Corporation (FICO) | Thomson Reuters Corporation (TRI) | | Gartner, Inc. (IT) | TransUnion (TRU) | | ICON plc (ICLR) | Verisk Analytics, Inc. (VRSK) | | Informa plc (INF) | Wolters Kluwer N.V. (WKL) | | Moody’s Corporation (MCO) | |

  30. Use of Market Comparison Data

    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.

  31. 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 |

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

    | | Pay Element | Payment Form | Alignment to Business Objectives | | Fixed | Base Salary | 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 | | At-Risk / Variable | Annual Incentive Plan | 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 |

  33. 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 included 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 2024 and 2023 PSU grants, Adjusted diluted EPS, and Adjusted EBITDA, and for our 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.

  34. 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 current CEO (Matti Shem Tov) and our other NEOs, excluding Jonathan Gear. These illustrate that a majority of the total target compensation for the NEOs is at risk, with 83% 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.

  35. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan Our AIP provides the opportunity for annual cash incentives to be made to approximately 83% 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 2024, which reflect no changes from 2023.

  36. 2024 Annual Incentive Plan

    | Name | 2024 AIP Target | | Matti Shem Tov(1) | 100% | | Jonathan Collins | 100% | | Bar Veinstein | 100% | | Henry Levy | 100% | | Gordon Samson | 100% | | Jonathan Gear(2) | 150% |

  37. 2024 Annual Incentive Plan

    (1) Mr. Shem Tov’s 2024 bonus was prorated based on his date of hire. (2) Mr. Gear’s 2024 bonus was prorated based on his period of employment.

  38. AIP Goals

    AIP Goals AIP bonus payouts are determined by a combination of pre-bonus Adjusted EBITDA performance and Voice of Customer achievement against goals established in early 2024. 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 the results of surveys sent to 100% of our customers. Voice of Customer can directly impact our revenues and represents a key component of our success measurements. The Voice of Customer metric was changed from a proprietary “customer delight” program and measurement methodology to represent an industry-renowned standard and methodology that measures customer loyalty through Net Promoter Score, with the Voice of Customer goal for 2024 set based on an initial 2023 measurement under the new methodology. Voice of Customer achievement can result in a payout between 90% and 110% of target, depending on actual results over or above target. The individual performance modifier can be used to increase or decrease an individual’s final AIP payment based on that individual’s personal performance, provided that the maximum payment could not exceed 200% of the AIP target.

  39. Achievement of AIP Goals

    Achievement of AIP Goals Pre-bonus Adjusted EBITDA. Based on the final pre-bonus Adjusted EBITDA results for 2024, we determined pre-bonus Adjusted EBITDA was achieved at 62% of target. The table below provides the threshold, target, and maximum pre-bonus Adjusted EBITDA opportunities, as well as the actual results achieved in 2024. Voice of Customer. Based on the final Voice of Customer results for 2024, 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 2024.

  40. Achievement of AIP Goals

    | 2024 Corporate AIP Goals | | | | | | | Metric | Weighting | Payout Level | | 2024 Corporate Goal (in millions, except Voice of Customer) | 2024 Results (in millions, except Voice of Customer) | | Pre-bonus Adjusted EBITDA(1) | 90% | Threshold | 0% | $1,074 | $1,118 | | | | Target | 100% | $1,172 | | | | | Maximum | 200% | $1,271 | | | Voice of Customer | 10% | Threshold | 90% | <42 | 41 | | | | Target | 100% | 42 | | | | | Maximum | 110% | >42 | |

  41. Achievement of 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 (other than Mr. Gear), the HRCC determined that payouts should be 65% of target based on the table below and results discussed above. No discretion and no individual performance modifier were applied with respect to the NEO’s payout.

  42. Achievement of 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 ($) | Individual Modifier(4) | Final AIP Payment ($) | | Matti Shem Tov(1)(2) | 352,695 | 90% | 62% | 197,509 | 10% | 90% | 31,743 | — | 229,252 | | Jonathan Collins | 750,000 | 90% | 62% | 420,000 | 10% | 90% | 67,500 | — | 487,500 | | Bar Veinstein(2) | 600,000 | 90% | 62% | 336,000 | 10% | 90% | 54,000 | — | 390,000 | | Henry Levy | 600,000 | 90% | 62% | 336,000 | 10% | 90% | 54,000 | — | 390,000 | | Gordon Samson(2) | 600,000 | 90% | 62% | 336,000 | 10% | 90% | 54,000 | — | 390,000 | | Jonathan Gear(3) | 1,125,000 | 90% | 100% | 1,012,500 | 10% | 100% | 112,500 | — | 1,125,000 |

  43. Achievement of AIP Goals

    (1) Mr. Shem Tov joined in August 2024 and was eligible for a pro rata payment of AIP. The AIP Target reflected in this table reflects such prorated amount. (2) Mr. Shem Tov is based in Israel and his payment has been converted to USD using an ILS:USD exchange rate of 0.260. 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 1.234. (3) Mr. Gear departed the Company on November 1, 2024 and, pursuant to the terms of his separation agreement, was eligible for a pro rata payment of AIP assuming target performance. The AIP Target reflected in this table reflects such prorated amount. No adjustment was made to final payouts based on individual performance.

  44. 2024 Long-Term Incentive Program

    2024 Long-Term Incentive Program

  45. 2019 Incentive Award Plan Grant Practices

    2019 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, in connection with a promotion or change in responsibility or in response to extraordinary circumstances. 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, and the Company does not manipulate the timing of the public release of information to increase the value of an award. The HRCC has delegated to the CEO and the SVP, Head of People the authority to grant equity awards, including annual LTI awards, to eligible employees (other than the CEO, the SVP, Head of People, 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.

  46. 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 . 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 “2024 NEO Equity Awards” table below for a description of equity granted outside of the annual equity cycle.

  47. Equity Programs

    | Ratio of Performance to Time-Based Equity | | | | Position | PSUs | RSUs | | CEO(1) | 50 – 75% | 25 – 50% | | Other NEOs | 50% | 50% |

  48. Equity Programs

    (1) Mr. Shem Tov’s hire grant was 50% in PSUs and 50% in RSUs. Mr. Gear’s 2024 annual grant was 75% in PSUs and 25% in RSUs. 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 2022 awards had two measurement periods (the first was one-year relative to 2022, and the second was 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 were weighted one-third for the first period and two-thirds for the second period, and the resulting overall performance achievement percentage was modified in accordance with our three-year relative TSR modifier. The 2023 and 2024 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.

  49. PSU Grants

    PSU Grants 2022 Performance. The table below contains the performance metrics relative to 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 was capped at 200% of the target shares granted.

  50. PSU Grants

    | 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 |

  51. PSU Grants

    Based on 2022 financial results, actual performance versus the performance goals was 90.7% of target that was weighted one-third in the overall performance achievement at the end of 2024, relative to the 2022 awards. 2023-2024 Performance. The table below contains the performance metrics relative to the second and final measurement period of the 2022 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 was capped at 200% of the target shares granted.

  52. PSU Grants

    | 2022 PSU — Second Measurement Period Metrics | | | | | | | Adjusted diluted EPS and Adjusted EBITDA | | | | Modifier: 3-Year Relative TSR vs. S&P 500 | | | 2023-2024 Goals | | | | | | | Performance Range | Payout Range | Adjusted diluted EPS (50%) | Adjusted EBITDA ($m) (50%) | Percentile | Modifier | | Maximum | 200% | $1.72 | $2,352 | =>P75 | 1.2x | | Target | 100% | $1.65 | $2,309 | P50 | 1.0x | | Threshold | 50% | $1.58 | $2,266 | <=P25 | 0.8x |

  53. PSU Grants

    The HRCC approved adjustments to both our Adjusted diluted EPS and Adjusted EBITDA results for the 2023 – 2024 period to reflect divestitures that occurred during the performance period, as contemplated by the plan. Based on 2023-2024 financial results post these adjustments, actual performance versus the performance goals was 50.0% of target that was weighted two-thirds in the overall performance achievement at the end of 2024, relative to the 2022 awards. The overall three-year performance achievement versus the performance goals was 63.5% of target for the 2022 awards by weighting the attainment of the 2022 performance period by 33.3% and the weighting of the 2023 – 2024 performance period by 66.7%. Our three-year TSR performance (2022 – 2024) was less than the 25th percentile of the S&P 500 and therefore modifies the overall performance achievement by 0.8, resulting in a final performance achievement at 50.8% of target relative to the 2022 awards. The table below provides details of the RSUs and PSUs granted to our NEOs in 2024.

  54. PSU Grants

    | 2024 NEO Equity Awards | | | | | | | RSUs | | PSUs(1)(3) | | | NEO | Units (#) | Grant Value ($) | Target Units (#) | Grant Value ($) | | Matti Shem Tov(2) | 282,258 | 1,750,000 | 282,258 | 1,960,000 | | Jonathan Collins | 177,053 | 1,249,994 | 177,053 | 1,396,948 | | Bar Veinstein | 141,643 | 1,000,000 | 141,643 | 1,117,563 | | Henry Levy | 141,643 | 1,000,000 | 141,643 | 1,117,563 | | Gordon Samson | 141,643 | 1,000,000 | 141,643 | 1,117,563 |

  55. PSU Grants

    The PSU grants represent 100% of the PSUs granted in 2024 (i.e., the PSUs with respect to the 2024 – 2026 measurement period). See footnote to the 2024 Summary Compensation Table for more information. (2) The grants to Mr. Shem Tov were made in August 2024 in connection with his commencement of employment. (3) In accordance with the terms of his separation agreement, Mr. Gear forfeited all of his 2024 PSU grant and the final tranche of his 2024 RSU grant. In addition to the grants in the table above, the following grants were made to our NEOs during 2024:

  56. Sign-On and CEO Transition Retention Grants

    Sign-On and CEO Transition Retention Grants Mr. Shem Tov received a sign-on RSU grant for 80,645 shares with a total grant date value of $499,999 in connection with his commencement of employment. The RSUs will vest on the first anniversary of the date of grant, subject to continued employment through the vesting date. The other NEOs (other than Jonathan Gear) received a retention RSU grant in order to incentivize them to continue to support the Company’s ongoing operational initiatives in the near term and to remain employed through the transition of the CEO. These RSUs will vest on the first anniversary of the date of grant, subject to continued employment through the vesting date. Mr. Collins received 322,580 shares with a total grant date value of $1,999,996, and each of Messrs. Veinstein, Levy and Samson received 161,290 shares with a total grant date value of $999,998.

  57. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following summary compensation table sets forth information concerning compensation earned by our NEOs in 2024. None of our NEOs have been granted stock options.

  58. 2024 Summary Compensation Table

    | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Matti Shem Tov(1)(7) Chief Executive Officer | | | | | | | | 2024 | 352,695 | — | 4,209,999 | 229,252 | 52,305 | 4,844,251 | | Jonathan Collins Executive Vice President, Chief Financial Officer | | | | | | | | 2024 | 750,000 | — | 4,646,938 | 487,500 | 14,130 | 5,898,568 | | 2023 | 750,000 | — | 3,424,506 | 547,500 | 13,530 | 4,735,536 | | 2022 | 750,000 | 750,000 | 1,655,311 | 444,675 | 12,530 | 3,612,516 | | Bar Veinstein(7) President, Academia & Government | | | | | | | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 89,416 | 4,196,977 | | 2023 | 411,884 | — | 8,185,927 | 438,000 | 63,472 | 9,099,283 | | Henry Levy President, Life Sciences & Healthcare | | | | | | | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 14,130 | 4,121,691 | | 2023 | 399,725 | — | 4,185,925 | 438,000 | 13,420 | 5,037,070 | | Gordon Samson(7) President, Intellectual Property | | | | | | | | 2024 | 600,000 | — | 3,117,561 | 390,000 | 60,224 | 4,167,785 | | 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 | | Jonathan Gear Former Chief Executive Officer | | | | | | | | 2024 | 756,593 | — | 15,564,585 | 1,125,000 | 4,419,463 | 21,865,641 | | 2023 | 900,000 | — | 10,579,343 | 985,500 | 13,530 | 12,478,373 | | 2022 | 432,692 | — | 7,561,183 | 381,568 | 165 | 8,375,608 |

  59. 2024 Summary Compensation Table

    (1) Mr. Shem Tov commenced employment on August 6, 2024. (2) Amounts in this column have been adjusted to reflect the base salary earned by the NEO during the applicable fiscal year. Salary earned for Mr. Shem Tov is for the period of hire date through the end of 2024, and salary earned for Mr. Gear is for the period he was employed during 2024. (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 “2024 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. Shem Tov, $3,919,999; Mr. Collins, $2,793,896; Mr. Veinstein, $2,235,127; Mr. Levy, $2,235,127; Mr. Samson, $2,235,127; and Mr. Gear, $12,572,589. 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 2024. Since performance goals for the entire performance period of the 2024 awards were established and approved by the HRCC in 2024, these are considered granted for accounting purposes in 2024. Mr. Gear’s grant value includes $7,403,296 in incremental fair value resulting from modifications of the awards pursuant to the terms of his separation agreement. (5) Represents annual incentive payments under our AIP that were paid in March 2025 for 2024 performance. Mr. Gear was eligible for a pro rata payment of AIP assuming target performance. (6) All Other Compensation includes (a) Company contributions to the Company’s defined contribution plans as follows: $52,305 to Mr. Shem Tov, $13,800 to Messrs. Collins and Levy, $89,416 to Mr. Veinstein, $60,000 to Mr. Samson, and $2,769 to Mr. Gear; and (b) Company-paid life insurance premiums in the amount of $330 for Messrs. Collins and Levy, $224 for Mr. Samson, and $303 to Mr. Gear; and (c) severance payments of $4,416,391 to Mr. Gear (described in more detail under “2024 NEO Changes” below). Mr. Shem Tov is based in Israel and his salary has been converted to USD using an ILS:USD exchange rate of 0.260. 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 1.234.

  60. 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 2024.

  61. Grants of Plan-Based Awards

    | | | | AIP | | | PSUs | | | RSUs | Grant Date Fair Value of Stock Awards(4) ($) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) ($) | | | Name | Grant Date | Approval Date | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Matti Shem Tov | | | 176,348 | 352,695 | 705,390 | | | | | | | | 08/13/2024 | 07/31/2024 | | | | 112,903 | 282,258 | 564,516 | | 1,960,000 | | | 08/13/2024 | 07/31/2024 | | | | | | | 282,258 | 1,750,000 | | | 08/13/2024 | 07/31/2024 | | | | | | | 80,645 | 499,999 | | Jonathan Collins | | | 375,000 | 750,000 | 1,500,000 | | | | | | | | 03/15/2024 | 02/21/2024 | | | | 70,821 | 177,053 | 354,106 | | 1,396,948 | | | 03/15/2024 | 02/21/2024 | | | | | | | 177,053 | 1,249,994 | | | 08/13/2024 | 07/31/2024 | | | | | | | 322,580 | 1,999,996 | | Bar Veinstein | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 03/15/2024 | 02/21/2024 | | | | 56,657 | 141,643 | 283,286 | | 1,117,563 | | | 03/15/2024 | 02/21/2024 | | | | | | | 141,643 | 1,000,000 | | | 08/13/2024 | 07/31/2024 | | | | | | | 161,290 | 999,998 | | Henry Levy | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 03/15/2024 | 02/21/2024 | | | | 56,657 | 141,643 | 283,286 | | 1,117,563 | | | 03/15/2024 | 02/21/2024 | | | | | | | 141,643 | 1,000,000 | | | 08/13/2024 | 07/31/2024 | | | | | | | 161,290 | 999,998 | | Gordon Samson | | | 300,000 | 600,000 | 1,200,000 | | | | | | | | 03/15/2024 | 02/21/2024 | | | | 56,657 | 141,643 | 283,286 | | 1,117,563 | | | 03/15/2024 | 02/21/2024 | | | | | | | 141,643 | 1,000,000 | | | 08/13/2024 | 07/31/2024 | | | | | | | 161,290 | 999,998 | | Jonathan Gear | | | 675,000 | 1,350,000 | 2,700,000 | | | | | | | | 03/15/2024 | 02/21/2024 | | | | 318,696 | 796,742 | 1,593,484 | | 6,286,294 | | | 03/15/2024 | 02/21/2024 | | | | | | | 265,580 | 1,874,995 | | | 08/01/2024 | 07/31/2024 | | | | | | | | 7,403,296 |

  62. 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. Mr. Gear received a prorated target bonus for 2024 per the terms of his separation agreement. Actual payments under the AIP are shown in the 2024 Summary Compensation Table. (2) Awards reported in this column represent the number of PSUs granted under the 2019 Incentive Plan. (3) Awards reported in this column represent the number of time-based RSUs granted under the 2019 Incentive Plan. (4) 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. Shem Tov, $3,919,999; Mr. Collins, $2,793,896; Mr. Veinstein, $2,235,127; Mr. Levy, $2,235,127; Mr. Samson, $2,235,127; and Mr. Gear, $12,572,589. Mr. Gear’s grant value includes $7,403,296 in incremental fair value resulting from modifications of the awards pursuant to the terms of his separation agreement. Mr. Shem Tov received a sign-on RSU grant for 80,645 shares with a total grant date value of $499,999 in connection with his commencement of employment. The RSUs will vest on the first anniversary of the date of grant, subject to continued employment through the vesting date. The other NEOs (other than Jonathan Gear) received a retention RSU grant in order to incentivize them to continue to support the Company’s ongoing operational initiatives in the near term and to remain employed through the transition of the CEO. These RSUs will vest on the first anniversary of the date of grant, subject to continued employment through the vesting date. Mr. Collins received 322,580 shares with a total grant date value of $1,999,996, and each of Messrs. Veinstein, Levy, and Samson received 161,290 shares with a total grant date value of $999,998.

  63. 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 2024. None of our NEOs were holding stock options at the end of the fiscal year.

  64. 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2)(3) ($) | | Matti Shem Tov | 08/13/2024 | 362,903 | 1,843,547 | 282,258 | 1,433,871 | | Jonathan Collins | 03/01/2022 | 73,388 | 372,811 | | | | | 03/01/2023 | 72,972 | 370,698 | 109,457 | 556,042 | | | 03/15/2024 | 177,053 | 899,429 | 177,053 | 899,429 | | | 08/13/2024 | 322,580 | 1,638,706 | | | | Bar Veinstein | 05/01/2023 | 483,750 | 2,457,450 | 113,378 | 575,960 | | | 03/15/2024 | 141,643 | 719,546 | 141,643 | 719,546 | | | 08/13/2024 | 161,290 | 819,353 | | | | Henry Levy | 05/01/2023 | 211,641 | 1,075,136 | 113,378 | 575,960 | | | 03/15/2024 | 141,643 | 719,546 | 141,643 | 719,546 | | | 08/13/2024 | 161,290 | 819,353 | | | | Gordon Samson | 03/01/2022 | 58,709 | 298,242 | | | | | 03/01/2023 | 58,377 | 296,555 | 87,565 | 444,830 | | | 03/15/2024 | 141,643 | 719,546 | 141,643 | 719,546 | | | 08/13/2024 | 161,290 | 819,353 | | | | Jonathan Gear | 07/15/2022 | 119,205 | 605,561 | | | | | 03/01/2023 | | | 492,556 | 2,502,184 |

  65. Outstanding Equity Awards at Fiscal Year-End

    (1) Awards shown are time-based RSUs. Amounts include shares earned on 2022 PSU grants for Mr. Collins, 44,311; Mr. Samson, 35,448; and Mr. Gear, 119,205 since the performance period has ended, and the shares earned will vest based on their 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 $5.08 closing price of Clarivate stock on December 31, 2024. (3) Awards shown include all tranches of the PSUs granted in 2022, 2023, and 2024, 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.

  66. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares Vesting | | Matti Shem Tov | 08/13/2025 | 174,731 | | | 08/13/2026 | 94,086 | | | 08/13/2027 | 94,086 | | Jonathan Collins | 03/01/2025 | 124,580 | | | 03/04/2025 | 44,311 | | | 08/13/2025 | 322,580 | | | 03/01/2026 | 95,504 | | | 03/01/2027 | 59,018 |

  67. Outstanding Equity Awards at Fiscal Year-End

    | Name | Vesting Date | Number of Shares Vesting | | Bar Veinstein | 03/01/2025 | 85,007 | | | 05/01/2025 | 272,109 | | | 08/13/2025 | 161,290 | | | 03/01/2026 | 85,007 | | | 05/01/2026 | 136,055 | | | 03/01/2027 | 47,215 | | Henry Levy | 03/01/2025 | 85,007 | | | 05/01/2025 | 90,703 | | | 08/13/2025 | 161,290 | | | 03/01/2026 | 85,007 | | | 05/01/2026 | 45,352 | | | 03/01/2027 | 47,215 | | Gordon Samson | 03/01/2025 | 99,663 | | | 03/04/2025 | 35,448 | | | 08/13/2025 | 161,290 | | | 03/01/2026 | 76,403 | | | 03/01/2027 | 47,215 | | Jonathan Gear | 03/04/2025 | 119,205 |

  68. 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 2024. None of our NEOs have been granted stock options.

  69. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Matti Shem Tov | — | — | | Jonathan Collins | 128,115 | 914,741 | | Bar Veinstein | 309,900 | 2,158,264 | | Henry Levy | 128,494 | 899,307 | | Gordon Samson | 82,438 | 603,147 | | Jonathan Gear(2) | 649,301 | 3,642,395 |

  70. Option Exercises and Stock Vested

    (1) 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. Mr. Gear’s amounts include 415,271 RSUs that vested per the terms of his separation agreement.

  71. 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, 2024. For information on termination-related benefits provided to Mr. Gear in connection with his August 2024 separation, please see “2024 NEO Changes” above.

  72. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Description of Payment | Involuntary Termination Without Cause (Not Related to Change in Control) ($) | Involuntary Termination Without Cause (Change in Control) ($) | Death or Disability ($) | | Matti Shem Tov | PSUs(1) | — | 1,433,871 | 1,433,871 | | | RSUs(2) | 887,633 | 1,843,547 | 1,843,547 | | | Severance(3) | 2,700,000 | 3,600,000 | — | | | Continued Benefits(3) | — | — | — | | Total Matti Shem Tov | | 3,587,633 | 6,877,418 | 3,277,418 | | Jonathan Collins | PSUs(1) | — | 1,898,594 | 1,898,594 | | | RSUs(2) | 2,756,733 | 3,056,545 | 3,056,545 | | | Severance(3) | 2,250,000 | 3,000,000 | — | | | Continued Benefits(3) | 24,849 | 33,132 | — | | Total Jonathan Collins | | 5,031,582 | 7,988,271 | 4,955,139 | | Bar Veinstein | PSUs(1) | — | 1,295,506 | 1,295,506 | | | RSUs(2) | 3,756,497 | 3,996,350 | 3,996,350 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | — | — | — | | Total Bar Veinstein | | 5,556,497 | 7,691,856 | 5,291,856 | | Henry Levy | PSUs(1) | — | 1,295,506 | 1,295,506 | | | RSUs(2) | 2,374,184 | 2,614,036 | 2,614,036 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | 43,733 | 58,310 | — | | Total Henry Levy | | 4,217,917 | 6,367,852 | 3,909,542 | | Gordon Samson | PSUs(1) | — | 1,518,874 | 1,518,874 | | | RSUs(2) | 1,713,768 | 1,953,621 | 1,953,621 | | | Severance(3) | 1,800,000 | 2,400,000 | — | | | Continued Benefits(3) | — | — | — | | Total Gordon Samson | | 3,513,768 | 5,872,495 | 3,472,495 |

  73. 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 will be forfeited. (2) 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. See “Executive Employment Agreements” for a description of how salary, AIP, and continued benefits are determined for each NEO.

  74. 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. Shem Tov, on December 31, 2024 (the “Measurement Date”). For 2024, our last completed fiscal year: The annual total compensation of our median employee was $47,938. The annual total compensation of our CEO, as annualized for purposes of the pay ratio and discussed below, was $10,826,775. Based on this information for 2024, the ratio of the annual total compensation of our CEO to that of our median employee is 226:1. We believe our CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted in Item 402(u), we used the same median employee identified in 2024 in our 2023 pay ratio calculation, as we believe that there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. See our proxy statement for the 2023 annual general meeting of shareholders for information regarding the methodology we utilized to identify our median employee. As reported in the CD&A, we had more than one CEO during fiscal year 2024. Mr. Shem Tov was appointed in August 2024, replacing Mr. Gear as our CEO. For purposes of our pay ratio disclosure, we have annualized Mr. Shem Tov’s compensation based on the compensation awarded to him when he was appointed as CEO. This resulted in annual total compensation for purposes of determining the pay ratio in the amount of $10,826,775, which exceeds the amount reported for him in the 2024 Summary Compensation Table by $5,982,524. 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.

  75. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for each of our Chief Executive Officers during 2024 and the average compensation for our other named executive officers, both as reported in the 2024 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 2024, 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.

  76. 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) | Summary Compensation Table Total for Third PEO(1) | Compensation Actually Paid to Third 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) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 4,844,251 | 3,866,509 | 21,865,641 | 1,623,752 | N/A | N/A | 4,596,255 | 1,535,438 | 30.24 | 152.33 | (668,000,000) | 1,060,400,000 | | 2023 | N/A | N/A | 12,478,373 | 10,579,394 | N/A | N/A | 5,681,364 | 5,657,407 | 55.12 | 191.27 | (986,600,000) | 1,117,200,000 | | 2022 | N/A | N/A | 8,375,608 | 5,440,653 | 4,538,176 | (2,164,082) | 2,644,643 | (226,698) | 49.64 | 148.65 | (4,035,600,000) | 1,112,700,000 | | 2021 | N/A | N/A | N/A | N/A | 5,319,950 | 2,813,040 | 4,404,432 | 3,903,063 | 140.00 | 188.32 | (311,956,000) | 800,400,000 | | 2020 | N/A | N/A | N/A | N/A | 20,672,203 | 17,397,284 | 2,584,121 | 5,873,874 | 176.85 | 131.74 | (350,625,000) | 486,600,000 |

  77. PAY VERSUS PERFORMANCE

    (1) The first PEO is Matti Shem Tov, the second PEO is Jonathan Gear, and the third PEO is Jerre Stead. Mr. Stead became Chairman Emeritus of the Board on October 21, 2022, and receives no compensation for this position. Amounts in this column for Messrs. Gear and Stead have been adjusted to reflect the base salary earned by Messrs. Gear and Stead during the applicable fiscal year. (2) The 2024 and 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. Amounts in this column have been adjusted to reflect the base salary earned by the NEO during the applicable fiscal year. (3) Our TSR peer group is the peer group used for purposes of the “stock performance graph” in Clarivate’s Annual Report on Form 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 2024, 2023 and 2022 net income (loss) attributable to ordinary shares, as reported under U.S. GAAP, includes goodwill and intangible asset impairments of $540.7 million, $979.9 million and $4,449.1 million, respectively. (5) The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2024. We paid no dividends during 2024, 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 2024, see “Compensation Discussion and Analysis,” above.

  78. 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 | | 2024 | 4,844,251 | (4,209,999) | 3,232,257 | — | — | — | — | 3,232,257 | 3,866,509 |

  79. 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 | | 2024 | 4,596,255 | (3,499,905) | 2,529,147 | (358,448) | (1,728,377) | — | 3,234 | 439,088 | 1,535,438 |

  80. 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 completed fiscal year: Revenue Free cash flow Adjusted EBITDA Adjusted diluted EPS Relative TSR