DEF 14A of CCC Intelligent Solutions Holdings Inc.
Filed Apr 8, 2025 · FY20240001140361-25-012861
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS A plurality of the votes properly cast is required to elect each nominee named herein. This means that the nominee receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Withhold votes and broker non-votes will not impact the election of the nominee.
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees The Nominating and Corporate Governance Committee will consider stockholder recommendations for membership on the Board. Recommendations should be in writing and may be submitted to 167 N. Green Street, 9th Floor, Chicago, Illinois 60607 Attn: Nominating and Corporate Governance Committee. When filling a vacancy on the Board, and subject to the Shareholder Rights Agreement, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new director and will recommend to the Board individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating and Corporate Governance Committee may engage third parties to assist in the search and provide recommendations. The candidates will then be evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee charter, and the same process will be used for all candidates, including candidates recommended by stockholders.
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our Board recommends that Teri Williams be elected as a member of the Board at the Annual Meeting. The nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, the nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.
PROPOSAL 1 – ELECTION OF DIRECTORS
| PROPOSAL 1 – ELECTION OF DIRECTORS | | | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE DIRECTOR NOMINEE. |
PROPOSAL 1 – ELECTION OF DIRECTORS
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PROPOSAL 1 – ELECTION OF DIRECTORS
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE FISCAL YEAR 2027 ANNUAL MEETING. CLASS I DIRECTOR (TERMS EXPIRING IN FISCAL YEAR 2025)
PROPOSAL 1 – ELECTION OF DIRECTORS
| | TERI WILLIAMS Age 67 ▪ Director Since July 30, 2021 ▪ Class I ▪ Term Expires Fiscal Year 2025 | | | Teri Williams began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entity since January 2021. Ms. Williams is a member of the board of directors, President, Chief Operating Officer and owner of OneUnited Bank, where she has served in various roles since 1995. Prior to joining OneUnited Bank, Ms. Williams | | held various positions with Bank of America and American Express, including serving as a Vice President of American Express. Ms. Williams holds a bachelor’s degree in Economics from Brown University and a Master of Business Administration degree from Harvard Business School. In addition to her roles with OneUnited Bank, Ms. Williams is currently Chair Emeritus of the Black Economic Council of Massachusetts and on the board of the Partnership for Miami and the 79th Street Corridor Initiative in Miami, Florida. We believe that Ms. Williams is qualified to serve on the Board based on her extensive experience in the financial services industry. | |
PROPOSAL 1 – ELECTION OF DIRECTORS
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CONTINUING DIRECTORS
CONTINUING DIRECTORS CLASS II DIRECTORS (TERMS EXPIRING IN FISCAL YEAR 2026)
CONTINUING DIRECTORS
| | WILLIAM INGRAM Age 68 ▪ Director Since July 30, 2021 ▪ Class II ▪ Term Expires Fiscal Year 2026 | | | William Ingram began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entity since October 2020. From December 2015 to April 2020, Mr. Ingram served as the Chief Financial Officer of Avalara, Inc., a cloud-based SaaS company providing compliance solutions to customers worldwide. From April 2015 to December 2015, he served as the interim CFO for Khan Academy, a non-profit educational | | organization. Mr. Ingram also held various executive roles at Leap Wireless International, Inc., including Executive Vice President and Chief of Strategy from August 2007 to March 2014, and with the acquiring company, AT&T, from March 2014 to January 2015. Mr. Ingram also currently serves on the board of directors of Paymentus and formerly served on the board of directors of Avalara, Inc. Mr. Ingram holds a bachelor’s degree in economics from Stanford University and a Master of Business Administration degree from Harvard Business School. We believe Mr. Ingram is qualified to serve on the Board based on his experience within the technology and SaaS industries and services as a finance executive and board member. | |
CONTINUING DIRECTORS
| | Neil de crescenzo Age 63 ▪ Director Since November 6, 2024 ▪ Class II ▪ Term Expires Fiscal Year 2026 | | | Neil de Crescenzo began serving on our Board in November 2024. Mr. de Crescenzo currently serves as Chief Executive Officer of TRIMEDX and previously served as Chief Executive Officer of Change Healthcare from 2013, through its acquisition by Optum (part of United Health Group) in October 2022 and as CEO of Optum Insight until October 2023. Prior to | | joining Change Healthcare, Mr. de Crescenzo held various positions at Oracle and IBM. Mr. de Crescenzo serves on the board of directors of Jazz at Lincoln Center, is a Trustee of the Committee for Economic Development of the Conference Board and is a past Chairman of the Healthcare Leadership Council. Mr. de Crescenzo holds a bachelors degree in Political Science from Yale University and a masters of business administration from Northeastern University. We believe that Mr. de Crescenzo is qualified to serve on the Board based on his experience as chief executive officer and on the boards of directors of other companies within the technology, healthcare and FinTech industries. | |
CONTINUING DIRECTORS
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CONTINUING DIRECTORS
| | LAUREN YOUNG Age 42 ▪ Director Since July 30, 2021 ▪ Class II ▪ Term Expires Fiscal Year 2026 | | | Lauren Young began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entity since December 2018. Ms. Young is a Managing Director of Advent International, L.P., which she joined in 2011 as Vice President. Prior to Advent, Ms. Young was a member of the U.S. buyout fund at The Carlyle Group from 2006 | | through 2009 and served as an analyst at McColl partners from 2004 through 2006. Ms. Young also currently serves on the boards of directors of Definitive Healthcare and Iodine Software. Ms. Young holds a bachelor’s degree from Davidson College and a Master of Business Administration degree from Harvard Business School. We believe Ms. Young is qualified to serve on the Board based on her experience as an investor in, advisor to, and board member of other companies in the financial and technology industries. | |
CONTINUING DIRECTORS
CLASS III DIRECTORS (TERMS EXPIRING IN FISCAL YEAR 2027)
CONTINUING DIRECTORS
| | GITHESH RAMAMURTHY Age 64 ▪ Director Since July 30, 2021 ▪ Class III ▪ Term Expires Fiscal Year 2027 | | | Githesh Ramamurthy began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entities since 1999. Mr. Ramamurthy has served as Chairman of the Board since 2000, and as Chief Executive Officer since 1999. Mr. Ramamurthy joined CCC in 1992 and has held various management positions including | | Chief Technology Officer from 1992 until 1999 and President from 1997 until 2000. Prior to joining the Company, Mr. Ramamurthy was a founding member and head of technology for Sales Technologies, Inc., a leader in Sales Force Automation later acquired by Dun & Bradstreet. Mr. Ramamurthy holds a bachelor’s degree in Electrical Engineering from the Indian Institute of Technology, a master’s degree in Computer Science from the Georgia Institute of Technology, and is an alumnus of Harvard Business School’s Executive Management Program. We believe Mr. Ramamurthy is qualified to serve on the Board due to his extensive experience with the Company and extensive insurance industry, technological and financial experience. | |
CONTINUING DIRECTORS
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CONTINUING DIRECTORS
| | EILEEN SCHLOSS Age 71 ▪ Director Since July 30, 2021 ▪ Class III ▪ Term Expires Fiscal Year 2027 | | | Eileen Schloss began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entity since August 2020. Ms. Schloss has served as an Operations Advisor to Advent International, L.P. since December 2019. Ms. Schloss also currently serves on the board of directors of Sprinklr, Inc. Prior to joining Advent, Ms. Schloss | | was the Executive Vice President, Human Resources and Real Estate for Medidata Solutions, Inc. from 2012 to 2017. Ms. Schloss served as Executive Vice President, Human Resources for Rovi Corporation from 2007 to 2012. Prior to that, Ms. Schloss served as Vice President, Administration for Caspian Networks, Inc. from 2002 to 2006. Ms. Schloss was named National Association of Corporate Directors’ (“NACD”) Directorship 100 in 2022 and, in March 2023, she obtained NACD’s Directorship Certification. Ms. Schloss holds a bachelor’s degree in Organizational Behavior from the University of San Francisco and a master’s degree in Technology Management from Pepperdine University and is a NACD Board Governance Fellow. We believe that Ms. Schloss is qualified to serve on the Board based on her extensive experience working on public company boards and for public companies in the software industry as a human resources professional. | |
CONTINUING DIRECTORS
| | ERIC WEI Age 49 ▪ Director Since July 30, 2021 ▪ Class III ▪ Term Expires Fiscal Year 2027 | | | Eric Wei began serving on our Board in July 2021, and served as a member of the board of directors of our predecessor entity since 2017. Mr. Wei is a Partner at Advent International, L.P., where he has served in various roles since 2011. Prior to joining Advent, Mr. Wei served as a Principal of Sageview Capital from 2008 through 2011 and as Vice President at Bain | | Capital from 2005 through 2008. Mr. Wei also serves on the boards of directors of Tekion S.A., Conservice, LLC, Zenoti, FinancialForce and Assembly. Mr. Wei holds a bachelor’s degree in economics from Stanford University and a Master of Business Administration degree from The Wharton School at the University of Pennsylvania. We believe that Mr. Wei is qualified to serve on the Board based on his extensive experience as an advisor to, and on the boards of directors of, other companies within the technology and FinTech industries. | |
CONTINUING DIRECTORS
| CCC | 2024 PROXY STATEMENT | Page 12 |
CONTINUING DIRECTORS
BOARD MEETINGS AND COMMITTEES Our Board has an Audit Committee, a Nominating and Corporate Governance Committee, and a Human Capital and Compensation Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities. For the year ended December 31, 2024, our Board held 8 meetings, our Audit Committee held 7 meetings, our Nominating and Corporate Governance Committee held 3 meetings and our Human Capital and Compensation Committee held 5 meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve. In fiscal 2024, each director other than Christopher Egan, who served as a director of the Company during the entirety of fiscal year 2024, attended at least 75% of the aggregate meetings of the Board and committees on which the director served during such director’s tenure. Each of our standing committees has a written charter which is available on the Investor Relations page of our website at https://ir.cccis.com/corporate-governance/governance-overview. Our website is not part of this notice and proxy statement. The table below sets forth the composition of our Board committees as of March 25, 2025, as well as additional information concerning each of our Board committee’s and the principal functions thereof, as further described in the Charter of the respective committee:
CONTINUING DIRECTORS
| COMMITTEE AND MEMBERS | PRINCIPAL FUNCTIONS | | Audit Committee William Ingram*† Neil de Crescenzo Teri Williams† * Committee Chair † “Audit Committee Financial Expert” as defined in applicable SEC Rules Each member of the Audit Committee qualifies as an independent director under the corporate governance standards set forth in the Nasdaq Listing Rules and the independence requirements of Rule 10A-3 under the Exchange Act and is financially literate. | • Overseeing our accounting and financial reporting process and the audits of our financial statements. | | | • Assisting the Board’s oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors. | | | • The appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us to provide audit services. | | | • Pre-approving all audit and non-audit services to be provided by registered public accounting firms engaged by us. | | | • Reviewing our annual audited and quarterly financial statements with management and the independent auditor. | | | • Reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC. | | | • Reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters. | | Human Capital and Compensation Committee Eileen Schloss* William Ingram Eric Wei * Committee Chair Each member of the Human Capital and Compensation Committee qualifies as an independent director under the corporate governance standards set forth in the Nasdaq Listing Rules and applicable SEC Rules. | • Reviewing our chief executive officer’s performance and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation as well as other executive officers. | | | • Reviewing our executive compensation policies and plans and make recommendations to the board with respect to such plans. | | | • Implementing and administering our incentive compensation equity-based remuneration plans. | | | • Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | | • Assisting management on issues relating to human capital management. | | | • Engaging, in partnership with the Nominating and Corporate Governance Committee, in succession planning activities for our officers. |
CONTINUING DIRECTORS
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CONTINUING DIRECTORS
| COMMITTEE AND MEMBERS | PRINCIPAL FUNCTIONS | | Nominating and Corporate Governance Committee Eric Wei* Teri Williams Lauren Young * Committee Chair Each member of the Nominating and Corporate Governance Committee qualifies as an independent director under the corporate governance standards set forth in the Nasdaq Listing Rules and applicable SEC Rules. | • Identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Board. | | | • Developing and recommending to the Board, and overseeing implementation of, our Corporate Governance Guidelines. | | | • Coordinating and overseeing the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the Company. | | | • Reviewing our overall corporate governance and recommending improvements as and when necessary. | | | • Monitoring the development and implementation of our ESG programs and goals. | | | • Engaging, in partnership with the Human Capital and Compensation Committee, in succession planning activities for our officers. |
CONTINUING DIRECTORS
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CEO Compensation
CEO Compensation In accordance with the terms and conditions set forth in Mr. Ramamurthy’s October 2021 equity award agreements, as further described in the section from our proxy statement with respect to fiscal year 2021 titled “Narrative Disclosure to the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End Table,” Mr. Ramamurthy did not participate in the 2024 Annual Incentive Plan (“AIP”) or receive equity awards during fiscal year 2024 under the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan (as it may be amended from time to time, the “Equity Plan”).
Incentive Awards to Our Other NEOs
Incentive Awards to Our Other NEOs In fiscal year 2024, the Human Capital and Compensation Committee granted time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the Equity Plan to each of the NEOs other than Mr. Ramamurthy. Such PSUs vest on the basis of achievement of the Company’s revenue growth goals and adjusted EBITDA margin goals, in each case measured over a three-year period ending December 31, 2026. See the “Equity-Based Compensation” section below for further details regarding the equity grants made to our NEOs under the Equity Plan during fiscal year 2024. In January 2025, the Human Capital and Compensation Committee certified financial performance under our 2024 AIP at 74.8% of target on the basis of achievement of revenue and adjusted EBITDA goals. Each of the NEOs participated in the 2024 AIP, other than Mr. Ramamurthy. The 2024 AIP plan design also provided for an individual performance multiplier to be applied based on the individual performance of each executive. See the “Annual Incentive Plan (AIP)” section below for further details regarding the annual incentive awards made to the NEOs under the 2024 AIP.
Components of Pay
Components of Pay The components of our 2024 executive compensation program consist primarily of elements that are generally available to executives, including base salary, annual variable cash compensation, long-term incentive equity awards and broad- based benefits.
Core Fiscal 2024 Compensation Elements
| ELEMENT | PERFORMANCE PERIOD | OBJECTIVE | PERFORMANCE MEASURED / VESTING PROVISIONS | | Base Salary | Annual | Recognizes an individual’s role and responsibilities, serves as an important retention vehicle and provides a stable level of fixed compensation. | Base salary is reviewed annually by the Human Capital and Compensation Committee and set based on market competitiveness, individual performance and internal consistency considerations. | | Annual Incentive | Annual | Rewards achievement of annual financial objectives using formulaic pre-set goals; also provides for the opportunity to recognize individual performance achievements. | The annual incentive award targets are reviewed annually by the Human Capital and Compensation Committee and set based on the Company’s revenue and adjusted EBITDA targets. | | Time-Vested Restricted Stock Units (RSUs) | Long-Term | Aligns the interests of the executives to those of the stockholders and serves as an important retention vehicle. | The 2024 RSU grants generally vest 25% per year over a four-year period, beginning on the first anniversary of the grant date, subject to continued service; unvested awards are generally forfeited upon a separation from service. | | Performance-Vested Restricted Stock Units (PSUs) | Long-Term | Aligns the interests of the executives and those of the stockholders, serves as an important retention vehicle and drives significant Company performance. | The 2024 PSU grants generally vest based on the achievement of revenue growth and adjusted EBITDA margin goals measured over a three-year performance period ending December 31, 2026; unvested awards are generally forfeited upon a separation from service. |
Target Pay Mix
Target Pay Mix To help retain and motivate the NEOs, the Human Capital and Compensation Committee aims to offer compensation that is competitive with our peers and industry through cash (base salaries and annual performance-based incentive awards) and equity (long-term incentive equity awards). The Human Capital and Compensation Committee does not have a formal policy for allocating total compensation among the various components. Instead, the Human Capital and Compensation Committee uses its judgment, in consultation with the Company’s independent executive compensation consultant, as described below, to establish an appropriate balance of short- and long-term compensation for each NEO. The balance may change from year to year based on corporate strategy and objectives, among other considerations. As discussed above, in accordance with the terms and conditions set forth in his 2021 equity award agreements, Mr. Ramamurthy’s 2024 target pay mix consisted solely of base salary. The average pay mix for the other NEOs in fiscal year 2024 was 16% base salary, 8% target annual incentive, and 76% long- term incentive. 84% of such NEOs’ pay was variable and at risk, and 46% was tied to the achievement of pre-set performance goals.
Governance of Our Pay Program
| WHAT WE DON’T DO | | • No hedging of our stock without pre-approval | | • No pledging of our stock without pre-approval | | • No discounted stock option awards | | • No supplemental executive retirement plans | | • No excessive perquisites | | • No single-trigger accelerated vesting upon a change in control |
Our Executive Compensation Philosophy & Objectives
| • | Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value; and |
Our Executive Compensation Philosophy & Objectives
| • | Align executives’ interests with those of our stockholders through long-term incentives linked to performance. |
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Human Capital and Compensation Committee retained the services of Alpine Rewards, LLC (“Alpine Rewards”) as its independent compensation consultant beginning in November 2023. During fiscal 2024, the Human Capital and Compensation Committee determined that it was appropriate to continue to retain Alpine Rewards due to their focus on the technology sector and high-touch methods to support the Company’s strategy. While Alpine rewards served as the Committee’s independent compensation consultant for the entirety of 2024, some decision making early in 2024 relied upon data and analysis that was provided by Aon plc, the Committee’s prior compensation consultant. In its capacity as independent compensation consultant, Alpine Rewards has advised the Human Capital and Compensation Committee on compensation matters related to the executive and director compensation programs and has assisted the Human Capital and Compensation Committee by, among other things:
Role of Independent Compensation Consultant
| • | Providing executive and non-employee director market pay analyses; |
Role of Independent Compensation Consultant
| • | Reviewing and suggesting changes to the compensation peer group; |
Role of Independent Compensation Consultant
| • | Developing and refining, including through the provision and use of relevant survey data, executive and employee pay programs and governance practices; |
Role of Independent Compensation Consultant
| • | Providing general consulting support regarding competitive positioning; and |
Role of Independent Compensation Consultant
| • | Providing insights regarding potential actions related to our long-term incentive plans. |
Role of Independent Compensation Consultant
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Role of Independent Compensation Consultant
The Human Capital and Compensation Committee has the sole authority to engage and terminate the services of Alpine Rewards, as well as to approve its compensation. Alpine Rewards made recommendations to the Human Capital and Compensation Committee but has no authority to make compensation decisions on behalf of the Human Capital and Compensation Committee or the Company. Alpine Rewards reported to the Human Capital and Compensation Committee and had direct access to the chairperson and the other members of the Human Capital and Compensation Committee. Alpine Rewards did not provide any other services to the Company in 2024. The Human Capital and Compensation Committee conducted a specific review of its relationships with Alpine Rewards in 2024 and determined that its work for the Human Capital and Compensation Committee did not raise any conflicts of interest. Alpine Rewards’ work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and Nasdaq (the listing exchange on which the Company’s stock has been traded since December 19, 2022).
Use of Market Data and Peer Group Analysis
Use of Market Data and Peer Group Analysis When considering executive compensation decisions, the Human Capital and Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the software and services industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each NEO’s specific expertise and experience. For 2024, the Human Capital and Compensation Committee believed referencing market data provided by our independent compensation consultant, along with other factors, was important when setting total compensation for the NEOs because competition for executive management is intense in our industry and the retention of a talented leadership team is critical to the Company’s success. However, while referencing the peer group compensation levels is helpful in determining market-competitive compensation for the NEOs, the Human Capital and Compensation Committee does not directly tie any pay elements to particular benchmarks within the peer group; rather, peer data is used as a market-check analysis and is just one factor considered in the annual compensation approval process. Other important considerations include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.
2024 Peer Group
2024 Peer Group The Human Capital and Compensation Committee, with the assistance of Alpine Rewards, considered several factors in determining the composition of a peer group for purposes of evaluating the 2024 compensation of the NEOs, including, but not limited to:
2024 Peer Group
| • | Industry: U.S.-based technology and software companies; |
2024 Peer Group
| • | Revenue: $450M to $2.5B; and |
2024 Peer Group
| • | Organizational Complexity: Between 800 and 7,500 employees. |
2024 Peer Group
Using these criteria, the twenty (20) companies below were identified by the Human Capital and Compensation Committee and Alpine Rewards as most closely aligned to CCC and make up the Company’s defined peer group for 2024 executive compensation decisions. Our peer group for 2024 executive compensation decisions differs from our peer
2024 Peer Group
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2024 Peer Group
group for 2023 executive compensation decisions as follows: (i) Alteryx, ANSYS, Black Knight, and Powerschool were removed from our peer group for 2024 as a result of their ceasing to be publicly traded companies and/or actual or anticipated merger activity; (ii) The Descartes Systems Group was removed from our peer group for 2024 as a result of it being a foreign issuer not meeting the pre-established, objective criteria set forth above; and (iii) Altair Engineering, BlackLine, Informatica and Procore Technologies were added to our peer group for 2024 based on their meeting the pre-established, objective criteria set forth above.
2024 Peer Group
2024 Peer Group
2024 Peer Group
| Altair Engineering AppFolio Aspen Technology Bentley Systems BlackLine Confluent Elastic Fair Isaac Corporation Guidewire Software Informatica Manhattan Associates nCino | Pegasystems Procore Technologies PTC, Inc. Q2 Holdings Tyler Technologies Veeva Systems Vertex Workiva |
2024 Peer Group
| 20 Publicly-Traded US Software Companies |
Base Salary
| • | A review of competitive salary and total compensation market data for comparable positions at peer companies. |
Annual Incentive Plan (AIP)
Annual Incentive Plan (AIP) In fiscal year 2024, each of the NEOs, other than Mr. Ramamurthy, were provided short-term, performance-based annual incentives pursuant to the 2024 AIP. The Company believes that such annual incentives, among other things:
Annual Incentive Plan (AIP)
| • | Align interests of the Company, executives and investors; |
Annual Incentive Plan (AIP)
| • | Enable the Company to achieve and exceed financial goals; |
Annual Incentive Plan (AIP)
| • | Attract and retain the top talent in the industry; and |
Annual Incentive Plan (AIP)
| • | Recognize and reward individuals for contributing to the Company’s success. |
2024 Annual Incentive Plan Opportunities
2024 Annual Incentive Plan Opportunities Each of the NEOs, other than Mr. Ramamurthy, participated in the 2024 AIP. The NEOs that participated in the 2024 AIP had an established annual incentive target, which was equal to a percentage of their actual earned base salary for fiscal year 2024. The actual earned 2024 AIP payout, if any, was calculated based on a combination of Company and individual performance. For fiscal year 2024, the NEOs, other than Mr. Ramamurthy, had the following annual incentive target opportunities under the 2024 AIP.
2024 Annual Incentive Plan Opportunities
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2024 Annual Incentive Plan Targets and Awards
2024 Annual Incentive Plan Targets and Awards In February 2024, the Human Capital and Compensation Committee established the Company performance metrics for the 2024 AIP—revenue (weighted 60%) and adjusted EBITDA (weighted 40%). These metrics were selected because they align with the way in which the investment community evaluates the Company’s performance and because these metrics were among the most important factors in increasing stockholder value in fiscal year 2024. This weighting was in line with the fiscal year 2023 AIP plan design. The threshold and target levels, as approved, the actual achievement for 2024, and the resulting payouts on these metrics are set forth below (interpolation is used for achievement between threshold and target, as well as for above target up to a maximum payout cap of 200%).
2024 Annual Incentive Plan Targets and Awards
| METRIC | WEIGHTING | THRESHOLD (30% PAYOUT) $M | TARGET (100% PAYOUT) $M | MAXIMUM (200% PAYOUT) $M | Actual Achievement $M | | Revenue(1) | | $919.7 | $952.4 | $1,045.3 | $938.0 | | Adjusted EBITDA(1) | | $414.7 | $438.9 | $490.3 | $423.1 | | Total | | – | – | | |
2024 Annual Incentive Plan Targets and Awards
1 For the purposes of the 2024 AIP, revenue is calculated as the Company’s total annual revenues excluding China, and adjusted EBITDA is calculated excluding China and is further adjusted to remove the impact of bonuses paid. The Human Capital and Compensation Committee established the performance goals in consideration of our annual operating plan, financial guidance provided to the public markets and other factors. As shown in the table above, in fiscal year 2024 the Company achieved revenue (as described above) of $938.0M and adjusted EBITDA (as described above) of $423.1M, resulting in Company performance at 74.8% of target. The 2024 AIP plan design also provided for an individual performance multiplier to be applied based on the individual performance of each executive. Mr. Herb was awarded a 100% individual performance multiplier based on his leadership resulting in the continued financial performance of CCC; Mr. Fredman was awarded a 100% individual performance multiplier based on his instrumental role in the evaluation, diligence, and negotiation of the Company’s acquisition of EvolutionIQ; and Mr. Goodson was awarded a 100% individual performance multiplier for the launch of several new and enhanced product offerings in 2024. Mr. Silva departed from the Company on December 31, 2024, prior to the certification and payment of the awards under the 2024 AIP, and therefore, per the terms of the 2024 AIP, he was not eligible to receive an award under the 2024 AIP.
2024 Annual Incentive Plan Targets and Awards
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2024 Annual Incentive Plan Targets and Awards
Following the application of the individual performance multipliers set forth above, the Human Capital and Compensation Committee certified the 2024 AIP awards set forth in the table below for each NEO, other than for (i) Mr. Ramamurthy, who did not participate in the 2024 AIP, and (ii) Mr. Silva, who departed from the Company on December 31, 2024 prior to the certification and payment of the awards under the 2024 AIP, and therefore, per the terms of the 2024 AIP he was not eligible to receive an award under the 2024 AIP.
2024 Annual Incentive Plan Targets and Awards
| | OPPORTUNITY | | | ACTUAL | | | | | NEO | 2024 AIP SALARY BASIS (SALARY EARNED) | ANNUAL INCENTIVE TARGET (AS % OF SALARY EARNED) | 2024 AIP TARGET AMOUNT | PERFORMANCE MULTIPLIERS | | 2024 AIP AWARD PAID | AS A % OF TARGET | | | | | | COMPANY | INDIVIDUAL | | | | Githesh Ramamurthy | $902,732 | N/A | N/A | N/A | N/A | N/A | N/A | | Brian Herb | $632,146 | | $316,073 | | | $236,423 | | | John Goodson | $531,322 | | $265,661 | | | $198,715 | | | Marc Fredman | $397,143 | | $198,572 | | | $148,532 | | | Mike Silva | $473,548 | | $236,774 | N/A | N/A | N/A | N/A |
Equity-Based Compensation
Equity-Based Compensation A significant portion of executive pay is delivered as long-term incentive equity awards, which are designed to align the NEO’s interests with stockholder interests, promote retention through the reward of long-term Company performance, and encourage ownership in the Company. The Company’s shareholders previously approved the Equity Plan, which provides for grants of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash-based awards. The Human Capital and Compensation Committee has been appointed as the “Administrator” of the Equity Plan. As permitted under the Equity Plan, the authority to grant and amend certain awards has been delegated to a committee of certain members of our management team.
Equity Award Granting Practices
Equity Award Granting Practices Stock options were eliminated from the mix of awards granted to all of our employees in 2021. The Human Capital and Compensation Committee generally reviews and approves the annual compensation for our NEOs in the first quarter of the applicable fiscal year, and grants our NEOs annual equity awards in March of such fiscal year. We intend to continue to follow this equity award grant timing for future fiscal years. We do not take material non-public information (“MNPI”) into account when determining the timing and terms of equity awards, and we have never had a practice of doing so. We have never timed, and do not plan to time, the release of MNPI for the purpose of affecting the value of executive compensation. Further, our equity award accounting complies with U.S. GAAP and is transparently disclosed in our applicable SEC filings. As noted above, our general approach is to grant equity awards on fixed dates determined in advance, although there are occasions when grants are made on other dates, such as for new hires, mid-year promotions, and other periodic recognition or special incentive events, as well as in connection with acquisitions. All required approvals are obtained in
Equity Award Granting Practices
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Equity Award Granting Practices
advance of, or on, the actual grant date. Annual equity grants to NEOs are typically approved during the Company-wide performance review period during the first quarter of the applicable fiscal year. The timing of annual equity award grants to NEOs is not coordinated in a manner that intentionally benefits such NEOs.
2024 Equity Grants
2024 Equity Grants During fiscal year 2024, the Company granted equity awards in the form of RSUs and PSUs. RSUs serve as an important retention vehicle and align the interests of management and stockholders while being less dilutive than stock options. PSUs encourage retention, aligning the interests of management and stockholders, and incentivize strong financial and market performance. The Human Capital and Compensation Committee determines the size of annual equity grants according to each NEO’s position. To do so, the Human Capital and Compensation Committee generally references the market data of peer group companies as provided by our Independent Compensation Consultants, and takes into consideration each NEO’s recent performance history, his or her potential for future responsibility and criticality of his or her work to the long-term success of the Company. The Human Capital and Compensation Committee has the discretion to give relative weight to each of these factors as it sets the size of the annual equity grant to appropriately create an opportunity for reward based on increasing stockholder value. Our NEOs, other than Mr. Ramamurthy, each received annual grants of RSUs and PSUs in fiscal year 2024. PSUs awarded to each such NEO represented 50% of their total annual equity grant, with the other 50% of their total annual equity grant awarded in the form of RSUs. The following annual equity grants were awarded to our NEOs, other than Mr. Ramamurthy, in 2024:
2024 Equity Grants
| NAMED EXECUTIVE OFFICER | RSUs | PSUs | | Githesh Ramamurthy | – | – | | Brian Herb | 135,022 | 135,022 | | John Goodson | 101,266 | 101,266 | | Marc Fredman | 78,060 | 78,060 | | Mike Silva | 113,925 | 113,925 |
2024 Performance-Based Equity Awards
2024 Performance-Based Equity Awards The PSUs granted to each of our NEOs in fiscal year 2024 (other than Mr. Ramamurthy) as a component of their annual equity award may be earned and vest upon the achievement of goals for two performance metrics measured during the three-year performance period ending December 31, 2026. 50% of such 2024 PSUs are subject to performance goals relating to the Company’s compounded average revenue growth rate (“CAGR”), and 50% of such 2024 PSUs are subject to performance goals relating to the Company’s adjusted EBITDA margin. Each of the revenue CAGR-based PSUs and the adjusted EBITDA margin-based PSUs may, separately, be earned and vest at a rate between 50% and 200% of the target PSUs granted, based on linear interpolation between a threshold and maximum achievement level of the applicable performance goal. For each of the revenue CAGR-based PSUs and the adjusted EBITDA margin-based PSUs, if the Company does not meet the applicable threshold level of performance there is no payout for the respective PSU. For further information on the grants of equity awards made to our NEOs during fiscal year 2024, see the “Fiscal Year 2024 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2024 Fiscal-Year End” tables below.
2024 Performance-Based Equity Awards
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2024 Performance-Based Equity Awards
Vesting and Distribution of 2022 Revenue CAGR-Based PSUs and 2021 TSR-Based PSUs. In the first quarter of fiscal year 2025, the Human Capital and Compensation Committee certified the achievement of the performance conditions of (i) revenue CAGR-based PSUs granted in fiscal year 2022 which were subject to performance goals relating to the Company’s revenue CAGR and a minimum adjusted EBITDA margin (as described in more detail in our proxy statement with respect to fiscal year 2022) and (ii) the total shareholder return (“TSR”)-based PSUs granted in fiscal year 2021 and modified in fiscal year 2023 which were subject to performance goals relating to the relative TSR of the Company during the performance period from August 2, 2021 through December 31, 2024, as compared to the other companies comprising the Russel 3000 index as of August 2, 2021, and a maximum payout level of 100% (as described in more detail in our proxy statement with respect to fiscal year 2023). The Human Capital and Compensation Committee certified, based on the audited financial results of the Company, a payout level of 85.61% for the 2022 revenue CAGR-based PSUs and certified, based on the report of an independent financial advisor engaged by the Company for such purpose, a payout level of 100% for the 2021 TSR-based PSUs. As a result of the certification and vesting of the 2022 revenue CAGR-based PSUs and the 2021 TSR-based PSUs, in each case, which occurred on February 27, 2025, shares of our common stock were distributed to the NEOs as follows:
2024 Performance-Based Equity Awards
| NAMED EXECUTIVE OFFICER | Shares of Common Stock Issued based on 2022 Revenue CAGR-Based PSUs(1) | Shares of Common Stock Issued based on 2021 TSR-Based PSUs(1) | | Githesh Ramamurthy(2) | – | 4,800,000 | | Brian Herb | 60,689 | 75,000 | | John Goodson | 35,402 | 43,750 | | Marc Fredman | 30,345 | 30,000 | | Mike Silva(3) | 74,661 | – |
2024 Performance-Based Equity Awards
1 Does not reflect the withholding of shares otherwise deliverable to satisfy the NEO’s and the Company’s tax withholding obligations. 2 Mr. Ramamurthy did not receive a grant of revenue CAGR-based PSUs in 2022. 3 Mr. Silva did not receive a grant of TSR-based PSUs in 2021.
2024 Performance-Based Equity Awards
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2024 Performance-Based Equity Awards
ADDITIONAL COMPENSATION POLICIES & PRACTICES
Employment Agreements and Severance & Change-in-Control Benefits
Employment Agreements and Severance & Change-in-Control Benefits The Company has entered into written employment agreements with each of our NEOs that set forth the terms of their employment, including initial base salaries, eligibility to participate in our annual incentive plans and severance benefits, and also subjects the NEOs to standard restrictive covenants. See the sections below titled “Narrative Disclosure to the Fiscal Year 2024 Summary Compensation Table and Fiscal Year 2024 Grants of Plan-Based Awards Table” and “Potential Payments Upon Termination or Change in Control” for further details regarding the NEOs’ employment agreements.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION FISCAL YEAR 2024 EXECUTIVE COMPENSATION TABULAR DISCLOSURES
Fiscal Year 2024 Summary Compensation Table
| NAME | YEAR | SALARY(1) | BONUS(2) | STOCK AWARDS(3) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION(4) | ALL OTHER COMPENSATION(5) | TOTAL | | Githesh Ramamurthy Chairman of the Board and CEO | 2024 | $901,923 | – | – | – | – | $44,365 | $946,288 | | | 2023 | $867,860 | – | $53,664,000 | – | – | $17,626 | $54,549,486 | | | 2022 | $836,568 | – | – | – | – | $12,207 | $848,775 | | Brian Herb EVP, Chief Financial and Administrative Officer | 2024 | $631,580 | – | $3,200,021 | – | $236,423 | $28,839 | $4,096,863 | | | 2023 | $607,288 | – | $4,704,753 | – | $312,994 | $16,383 | $5,641,417 | | | 2022 | $583,931 | – | $2,775,995 | – | $334,230 | $12,207 | $3,706,363 | | John Goodson(6) EVP, Chief Product and Technology Officer | 2024 | $530,846 | – | $2,400,004 | – | $198,715 | $20,524 | $3,150,089 | | | 2023 | $514,496 | – | $3,244,449 | – | $265,188 | $18,223 | $4,042,356 | | | 2022 | $484,462 | $27,731 | $1,619,337 | – | $277,295 | $13,293 | $2,422,118 | | Marc Fredman(7) SVP, Chief Strategy Officer | 2024 | $396,788 | – | $1,850,022 | – | $148,532 | $27,730 | $2,423,072 | | Michael Silva(8) EVP, Chief Commercial and Customer Success Officer | 2024 | $473,123 | – | $2,700,023 | – | - | $103,208 | $3,275,354 | | | 2023 | $456,923 | – | $3,565,698 | – | $235,407 | $85,417 | $4,342,445 | | | 2022 | $86,539 | $250,000 | $2,147,103 | – | $128,700 | $13,377 | $2,625,719 |
Fiscal Year 2024 Grants of Plan Based Awards
Fiscal Year 2024 Grants of Plan Based Awards This table sets forth certain information regarding plan-based awards granted to certain of our NEOs in fiscal year 2024.
Fiscal Year 2024 Grants of Plan Based Awards
| NAME | GRANT DATE | 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 & OPTION AWARDS(4) | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Githesh Ramamurthy Chairman of the Board and CEO | – | – | – | – | – | – | – | – | – | | Brian Herb EVP, Chief Financial and Administrative Officer | – | $94,737 | $315,790 | $631,580 | – | – | – | – | $– | | | 3/6/2024 | $– | $– | $– | 33,756 | 67,511 | 135,022 | – | $800,005 | | | 3/6/2024 | $– | $– | $– | 33,756 | 67,511 | 135,022 | – | $800,005 | | | 3/6/2024 | $– | $– | $– | – | – | – | 135,022 | $1,600,011 | | John Goodson EVP, Chief Product and Technology Officer | – | $79,627 | $265,423 | $530,846 | – | – | – | – | $– | | | 3/6/2024 | $– | $– | $– | 25,317 | 50,633 | 101,266 | – | $600,001 | | | 3/6/2024 | $– | $– | $– | 25,317 | 50,633 | 101,266 | – | $600,001 | | | 3/6/2024 | $– | $– | $– | – | – | – | 101,266 | $1,200,002 | | Marc Fredman SVP, Chief Strategy Officer | – | $59,518 | $198,394 | $396,788 | – | – | – | – | $– | | | 3/6/2024 | $– | $– | $– | 19,515 | 39,030 | 78,060 | – | $462,506 | | | 3/6/2024 | $– | $– | $– | 19,515 | 39,030 | 78,060 | – | $462,506 | | | 3/6/2024 | $– | $– | $– | – | – | – | 78,060 | $925,011 | | Michael Silva(5) EVP, Chief Commercial and Customer Success Officer | – | $70,968 | $236,562 | $473,123 | – | – | – | – | $– | | | 3/6/2024 | $– | $– | $– | 28,482 | 56,963 | 113,926 | – | $675,012 | | | 3/6/2024 | $– | $– | $– | 28,481 | 56,962 | 113,924 | – | $675,000 | | | 3/6/2024 | $– | $– | $– | – | – | – | 113,925 | $1,350,011 |
Fiscal Year 2024 Grants of Plan Based Awards
1 Amounts in this column represent performance-based annual cash incentive awards granted to certain of our NEOs under the 2024 AIP and paid in the subsequent fiscal year, as further described in the section above titled “Compensation Discussion and Analysis - Annual Incentive Plan (AIP).” The threshold payout presented in this column represents 30% of the applicable NEO’s target cash incentive award under the 2024 AIP, which constitutes the threshold level of company performance required for any amounts to be paid pursuant to the 2024 AIP. However, each applicable NEO’s actual threshold payout could be less than such 30% amount if such NEO’s individual performance multiplier under the 2024 AIP is less than 100%. The 2024 AIP provide for a maximum payout of 200% of the target cash incentive award. 2 Amounts in this column represent awards of PSUs granted to certain of our NEOs under the Equity Plan in fiscal year 2024.
Fiscal Year 2024 Grants of Plan Based Awards
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Fiscal Year 2024 Grants of Plan Based Awards
3 Amounts in this column represent awards of RSUs granted to certain of our NEOs under the Equity Plan in fiscal year 2024. 4 Amounts in this column reflect the grant date fair value of the awards of PSUs and RSUs, as applicable, granted to certain of our NEOs under the Equity Plan in fiscal year 2024, computed in accordance with FASB ASC Topic 718. 5 Effective as of December 31, 2024, the Company eliminated the role of Chief Commercial and Customer Success Officer and, in connection therewith, Mr. Silva’s employment with the Company was terminated. Mr. Silva departed from the Company on December 31, 2024, prior to the certification and payment of the awards under the 2024 AIP, and therefore, per the terms of the 2024 AIP, he was not eligible to receive an award under the 2024 AIP. In connection with Mr. Silva’s departure from the Company, effective December 31, 2024,pursuant to the Silva Separation Agreement, certain stock awards granted to Mr. Silva in 2023 and 2024 were immediately forfeited, with the value of such forfeited 2023 awards equal to approximately $625,001; and the value of such forfeited 2024 awards equal to approximately $2,362,523.
Narrative Disclosure to the Fiscal Year 2024 Summary Compensation Table and Fiscal Year 2024 Grants of Plan-Based Awards Table
Narrative Disclosure to the Fiscal Year 2024 Summary Compensation Table and Fiscal Year 2024 Grants of Plan-Based Awards Table
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding outstanding equity-based awards held by the NEOs as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| NAME | DATE | OPTION AWARDS(1) | | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: | | | | | | | | | | | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | Githesh Ramamurthy Chairman of the Board and CEO | 07/10/2017(3) | 9,365,143 | – | $2.50 | 7/10/2027 | – | $– | – | $– | | | 07/10/2017(4) | 3,365,143 | – | $2.50 | 7/10/2027 | – | $– | – | $– | | | 01/13/2021(5) | 442,034 | – | $8.58 | 1/13/2031 | – | $– | – | $– | | | 10/21/2021(6) | – | – | $– | – | 600,000 | $7,038,000 | – | $– | | | 10/21/2021(7) | – | – | $– | – | – | $– | 4,800,000 | $56,304,000 | | Brian Herb EVP, Chief Financial and Administrative Officer | 04/01/2020(3) | 442,715 | 110,679 | $4.05 | 4/1/2030 | – | $– | – | $– | | | 04/01/2020(4) | 553,394 | – | $4.05 | 4/1/2030 | – | $– | – | $– | | | 10/21/2021(6) | – | – | $– | – | 37,500 | $439,875 | – | $– | | | 10/21/2021(7) | – | – | $– | – | – | $– | 75,000 | $879,750 | | | 03/23/2022(6) | – | – | $– | – | 70,889 | $831,528 | – | $– | | | 03/23/2022(7) | – | – | $– | – | – | $– | 70,888 | $831,516 | | | 03/23/2022(8) | – | – | $– | – | – | $– | 60,689 | $711,882 | | | 03/06/2023(6) | – | – | $– | – | 126,690 | $1,486,074 | – | $– | | | 03/06/2023(9) | – | – | $– | – | – | $– | 84,460 | $990,716 | | | 03/06/2023(10) | – | – | $– | – | – | $– | 84,459 | $990,704 | | | 03/06/2024(6) | – | – | $– | – | 135,022 | $1,583,808 | – | $– | | | 03/06/2024(9) | – | – | $– | – | – | $– | 67,511 | $791,904 | | | 03/06/2024(10) | – | – | $– | – | – | $– | 67,511 | $791,904 | | John Goodson EVP, Chief Product and Technology Officer | 09/24/2020(3) | 164,330 | 51,083 | $4.05 | 9/24/2030 | – | $– | – | $– | | | 09/24/2020(4) | 255,413 | – | $4.05 | 9/24/2030 | – | $– | – | $– | | | 10/21/2021(6) | – | – | $– | – | 21,875 | $256,594 | – | $– | | | 10/21/2021(7) | – | – | $– | – | – | $– | 43,750 | $513,188 | | | 03/23/2022(6) | – | – | $– | – | 41,352 | $485,059 | – | $– | | | 03/23/2022(7) | – | – | $– | – | – | $– | 41,351 | $485,047 | | | 03/23/2022(8) | – | – | $– | – | – | $– | 35,402 | $415,265 | | | 03/06/2023(6) | – | – | $– | – | 95,018 | $1,114,561 | – | $– | | | 03/06/2023(9) | – | – | $– | – | – | $– | 63,345 | $743,037 | | | 03/06/2023(10) | – | – | $– | – | – | $– | 63,345 | $743,037 | | | 03/06/2024(6) | – | – | $– | – | 101,266 | $1,187,850 | – | $– | | | 03/06/2024(9) | – | – | $– | – | – | $– | 50,633 | $593,925 | | | 03/06/2024(10) | – | – | $– | – | – | $– | 50,633 | $593,925 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| NAME | DATE | OPTION AWARDS(1) | | | | STOCK AWARDS | | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) | EQUITY INCENTIVE PLAN AWARDS: | | | | | | | | | | | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | Marc Fredman SVP, Chief Strategy Officer | 01/13/2021(3) | 255,412 | 170,276 | $8.58 | 1/13/2030 | – | $– | – | $– | | | 10/21/2021(6) | – | – | $– | – | 15,000 | $175,950 | – | $– | | | 10/21/2021(7) | – | – | $– | – | – | $– | 30,000 | $351,900 | | | 03/23/2022(6) | – | – | $– | – | 35,445 | $415,770 | – | $– | | | 03/23/2022(7) | – | – | $– | – | – | $– | 35,443 | $415,746 | | | 03/23/2022(8) | – | – | $– | – | – | $– | 30,345 | $355,947 | | | 03/06/2023(6) | – | – | $– | – | 73,903 | $866,882 | – | $– | | | 03/06/2023(9) | – | – | $– | – | – | $– | 49,269 | $577,925 | | | 03/06/2023(10) | – | – | $– | – | – | $– | 49,268 | $577,914 | | | 03/06/2024(6) | – | – | $– | – | 78,060 | $915,644 | – | $– | | | 03/06/2024(9) | – | – | $– | – | – | $– | 39,030 | $457,822 | | | 03/06/2024(10) | – | – | $– | – | – | $– | 39,030 | $457,822 | | Michael Silva(11) EVP, Chief Commercial and Customer Success Officer | 10/19/2022(7) | – | – | $– | – | – | $– | 87,209 | $1,022,962 | | | 10/19/2022(8) | – | – | $– | – | – | $– | 74,661 | $875,774 | | | 03/06/2023(6) | – | – | $– | – | 35,192 | $412,802 | – | $– | | | 03/06/2023(9) | – | – | $– | – | – | $– | 70,383 | $825,593 | | | 03/06/2023(10) | – | – | $– | – | – | $– | 70,383 | $825,593 | | | 03/06/2024(6) | – | – | $– | – | 28,481 | $334,082 | – | $– |
Outstanding Equity Awards at 2024 Fiscal Year-End
1 In connection with the business combination, each option granted under the Cypress Holdings’ 2017 Stock Option Plan (the “2017 Option Plan”) to purchase shares of Cypress Holdings’ stock was assumed by the Company and converted into an option under the Equity Plan to purchase a specified number of shares of our common stock, based on the exchange ratio of 1:340.5507, rounded down to the nearest whole number of shares. For more information on this conversion of equity awards, see Note 3 to our Consolidated Financial Statements in the Annual Report on Form 10-K for the year-ended December 31, 2022. 2 Amounts in this column were calculated using our closing stock price of $11.73 as of December 31, 2024. 3 Represents grants of time-based stock options granted under the 2017 Option Plan, each of which vest 20% on each of the first five anniversaries of the applicable vesting commencement date which, for options granted on July 10, 2017 is April 27, 2017, for options granted on April 1, 2020 is April 1, 2020, for options granted on September 24, 2020 is August 31, 2020, and for options granted January 13, 2021 is January 13, 2021, in each case subject to continued employment through the applicable vesting date. 4 Represents awards of performance-based stock options granted under the 2017 Option Plan, 100% of which were deemed to vest in connection with the consummation of the business combination and are fully vested. 5 Represents an award of stock options granted under the 2017 Option Plan, 100% of which were fully vested on the grant date. 6 Represents awards of RSUs granted under the Equity Plan, each of which vest 25% on each of the first four anniversaries of the applicable vesting commencement date which, for RSUs granted on October 21, 2021 is July 30, 2021, for RSUs granted on March 23, 2022 is March 23, 2022, for RSUs granted on March 6, 2023 is March 6, 2023, and for RSUs granted on March 6, 2024 is March 6, 2024, in each case subject to continued employment through the applicable vesting date.
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
7 Represents awards of PSUs under the Equity Plan, as modified on December 14, 2023, each of which vests based on the achievement of the Company’s relative TSR during, for the PSUs granted during fiscal year 2021, the period beginning on August 2, 2021 and ending on December 31, 2024, and for the PSUs granted during fiscal year 2022, the period beginning on January 1, 2022 and ending on December 31, 2025, in each case subject to continued employment through the date the Board certifies the achievement of the performance conditions. For PSUs granted during fiscal year 2021, 50% of the target number of PSUs will vest at threshold achievement and 100% will vest at and above target achievement. For PSUs granted during fiscal year 2022, 50% of the target number of PSUs will vest at threshold achievement, 100% will vest at target achievement, and 200% will vest at maximum achievement. For such PSUs that were granted in 2021, the amounts shown above reflect the number of PSUs which were earned based on the Company’s relative TSR as of the performance period ending December 31, 2024, and which vested when the Human Capital and Compensation Committee certified such performance in early 2025. For all other PSUs, the amounts shown above reflect the number of PSUs that would vest if the target level of performance is achieved. 8 Represents awards of PSUs under the Equity Plan, each of which vests based on the achievement of the Company’s Revenue CAGR and minimum adjusted EBITDA margin targets during the three-year performance period beginning on the first day of the fiscal year in which the grant occurs, subject to continued employment through the date the Board certifies the achievement of the performance conditions. For each such PSU award, 50% of the target number of PSUs will vest at threshold achievement, 100% will vest at target achievement, and 200% will vest at maximum achievement. The amounts shown above reflect the number of PSUs which were earned based on the Company’s Revenue CAGR and minimum adjusted EBITDA margin target as of the performance period ending December 31, 2024, and which vested when the Human Capital and Compensation Committee certified such performance in early 2025. 9 Represents awards of PSUs under the Equity Plan, each of which vests based on the achievement of the Company’s Revenue CAGR targets during the three-year performance period beginning on the first day of the fiscal year in which the grant occurs, subject to continued employment through the date the Board certifies the achievement of the performance conditions. 50% of the target number of PSUs will vest at threshold achievement, 100% will vest at target achievement, and 200% will vest at maximum achievement. Amounts shown above reflect the number of PSUs that would vest if the target level of performance is achieved. 10 Represents awards of PSUs under the Equity Plan, each of which vests based on the achievement of the Company’s adjusted EBITDA margin targets during the three-year performance period beginning on the first day of the fiscal year in which the grant occurs, subject to continued employment through the date the Board certifies the achievement of the performance conditions. 50% of the target number of PSUs will vest at threshold achievement, 100% will vest at target achievement, and 200% will vest at maximum achievement. Amounts shown above reflect the number of PSUs that would vest if the target level of performance is achieved. 11 Pursuant to the Silva Separation Agreement, all of the outstanding RSUs and PSUs held by Mr. Silva as of December 31, 2024 were forfeited, except for the awards shown above in this table. The RSUs and PSUs that were not forfeited will be distributed in accordance with the original terms of each grant, provided that (i) such RSUs will be distributed to Mr. Silva prior to March 15, 2025; (ii) for the PSU awards with a performance period ending December 31, 2024, all such PSU awards will vest and be distributed to Mr. Silva prior to March 15, 2025; and (iii) for the PSU awards with a performance period ending December 31, 2025, all such PSU awards will vest and be distributed to Mr. Silva prior to March 15, 2026.
Outstanding Equity Awards at 2024 Fiscal Year-End
| CCC | 2024 PROXY STATEMENT | Page 44 |
Options Exercised and Stock Vested in Fiscal Year 2024
Options Exercised and Stock Vested in Fiscal Year 2024 The following table sets forth certain information with respect to the vesting of stock awards and the exercise of stock options during the fiscal year ended December 31, 2024, with respect to our NEOs.
Options Exercised and Stock Vested in Fiscal Year 2024
| NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE(1) | VALUE REALIZED ON EXERCISE(2) | NUMBER OF SHARES ACQUIRED ON VESTING(3) | VALUE REALIZED ON VESTING(4) | | Githesh Ramamurthy | 6,000,000 | $54,931,642 | 6,306,720 | $73,158,355 | | Brian Herb | – | $- | 218,508 | $2,542,481 | | John Goodson | – | $- | 134,502 | $1,566,526 | | Marc Fredman | 1,021,652 | $9,612,966 | 98,690 | $1,151,095 | | Michael Silva | – | $- | 64,267 | $731,906 |
Options Exercised and Stock Vested in Fiscal Year 2024
1 Amounts in this column represent the gross number of shares of our common stock acquired by the applicable NEO upon exercise of their applicable option award during fiscal year 2024. 2 Amounts in this column represent the aggregate dollar amounts realized upon exercise, calculated by multiplying the number of options exercised times the closing market value of our common stock of the date of exercise less the exercise price per share of the stock option exercised. 3 Amounts in this column represent RSUs granted under the Equity Plan that vested in fiscal year 2024, without reduction for any shares of common stock withheld to satisfy applicable tax obligations. 4 Amounts in this column represent the aggregate dollar amounts realized upon vesting, calculated by multiplying the number of shares of our common stock underlying the awards by the closing market value of our common stock on the date of distribution of shares. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to disclose the pay ratio comparing the median of the annual total compensation of our employees other than our Chief Executive Officer as of December 31, 2024 (the date selected to identify the median employee, as further described below), and the annual total compensation of our CEO. The following pay ratio has been calculated in accordance with Item 402(u) of Regulation S-K. As of December 31, 2024, we had approximately 2,310 employees globally, including approximately 2,225 U.S. employees and approximately 85 non-U.S. employees. In determining the identity of our median employee, we excluded the 85 non-U.S. employees located in our China operating unit, which in the aggregate represents less than 4% of our workforce. After this exclusion, we determined the identity of our median employee from a population of the approximately 2,225 U.S. employees by using federal taxable W-2 earnings. Fiscal year 2024 annual total compensation for the median employee was calculated in the same manner as reflected above in the “Fiscal Year 2024 Summary Compensation Table’’ for our CEO. Based on the methodology described above, we have determined that the fiscal year 2024 annual total compensation of our median employee was $116,870. As disclosed in the “Fiscal Year 2024 Summary Compensation Table” above, the annual total compensation of our CEO for fiscal year 2024 was $946,288. As a result, the ratio of our CEO’s fiscal year 2024 annual total compensation to the fiscal year 2024 annual total compensation of our median employee is 8:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee 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. Accordingly, 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 use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Human Capital and Compensation Committee nor management of the Company used this pay ratio measure in making compensation decisions.
Director Compensation
Director Compensation We maintain a director compensation policy. Under the policy, we pay each of the directors identified in the table below a $15,000 cash quarterly retainer for their service on the Board. In addition, each such director is eligible to receive (a) an annual equity grant in the form of RSUs for their Board service, with a grant date fair value equal to $250,000, which fully vests on the earlier of the first anniversary of the grant date and the next annual meeting of the Company, subject to continued service through such vesting date, and (b) if such director serves as chair of a committee of the Board, an additional annual equity grant in the form of RSUs for such service, with a grant date fair value equal to $25,000, which fully vests on the earlier of the first anniversary of the grant date and the next annual meeting of the Company, subject to continued service through such vesting date. We do not compensate directors who are employed by us, nor by the Advent Investor (as defined below) or its affiliates, for their service on the Board.
Director Compensation
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Director Compensation
The following table provides information regarding compensation earned by our non-employee directors for their Board service during the year ended December 31, 2024. As Chairman of the Board and Chief Executive Officer, Mr. Ramamurthy’s compensation is reported in the table above titled “Fiscal Year 2024 Summary Compensation Table” and the related tables under the section titled “Fiscal Year 2024 Executive Compensation Tabular Disclosures.”
Director Compensation
| NAME | FEES EARNED OR PAID IN CASH(1) | VALUE OF OPTION AWARDS(2) | VALUE OF STOCK AWARDS(3) | TOTAL | | Neil de Crescenzo(4) | $9,130 | $- | $150,002 | $159,132 | | Chris Egan(5) | $- | $- | $- | $- | | William Ingram | $60,000 | $- | $275,004 | $335,004 | | Eileen Schloss | $60,000 | $- | $275,004 | $335,004 | | Eric Wei | $- | $- | $- | $- | | Teri Williams | $60,000 | $- | $250,006 | $310,006 | | Lauren Young | $- | $- | $- | $- |
Director Compensation
1 Represents the $15,000 quarterly retainer paid to each of our eligible non-employee directors with respect to their service on the Board during fiscal year 2024. For Mr. de Crescenzo, this retainer was pro-rated based on his partial year of service during 2024. 2 No options were granted to our non-employee directors with respect to their service on the Board during fiscal year 2024. As of December 31, 2024: Ms. Schloss held 51,083 outstanding options, Mr. Ingram held 170,275 outstanding options, and Ms. Williams held 170,275 outstanding options. 3 Represents the aggregate grant date fair value of the RSUs granted to certain of our non-employee directors in fiscal year 2024, computed in accordance with FASB ASC Topic 718. See Note 20 (Stock Incentive Plans) to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of all assumptions made by us in determining the grant date fair value of the RSUs. As of December 31, 2024: Ms. Schloss held 23,565 outstanding RSUs, Mr. Ingram held 23,565 outstanding RSUs, and Ms. Williams held 21,423 outstanding RSUs, and in each case such RSUs will become fully vested on the earlier of the first anniversary of the grant date and the next annual meeting of the Company, subject to continued service through such vesting date. 4 Mr. de Crescenzo was appointed to the Board effective November 6, 2024. 5 Mr. Egan served on the Board throughout fiscal year 2024, and resigned from the Board on March 28, 2025.
Director Compensation
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PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to the NEOs for the fiscal years ended on December 31, 2024, December 31, 2023, December 31, 2022, and December 31, 2021. In addition, we are also presenting supplemental disclosure further below regarding Company and Peer Group total shareholder return as calculated for the period from August 2, 2021 (the first date following our business combination) through December 31, 2024, which we believe more accurately reflects the Company total shareholder return and Peer Group total shareholder return because it reflects the period following the closing of our business combination when the Company’s management team was responsible for the financial results of the publicly traded entity. See the section below entitled “Supplemental Disclosure – Company TSR and Peer Group TSR”.
Pay Versus Performance Table
| FISCAL YEAR | SUMMARY COMPENSATION TABLE FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO1 2 | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs2 3 | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME(5) | TOTAL REVENUE(6) | | | | | | | COMPANY TOTAL SHAREHOLDER RETURN(4) | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | | | | 2024 | $946,288 | $4,438,288(7) | $3,236,345(7) | $2,485,695 | $88 | $147 | $31,240,000 | $944,800,000 | | 2023 | $54,549,486 | $70,985,027 | 4,302,772 | $5,928,057 | $86 | $102 | ($90,071,000) | $866,378,000 | | 2022 | $848,775 | ($48,636,742) | $2,742,155 | $1,389,402 | $65 | $76 | $38,406,000 | $782,448,000 | | 2021 | $137,105,075 | $191,854,081 | $4,581,638 | $10,639,918 | $86 | $98 | ($248,919,000) | $688,288,000 |
Pay Versus Performance Table
1 The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for each of the applicable fiscal years is Githesh Ramamurthy. 2 In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The following Monte Carlo valuation assumptions used to calculate such fair values of our TSR-based PSUs materially differed from those utilized at the time of grant:
Pay Versus Performance Table
| | Valuation as of 12/31/21 | | | | | Valuation as of 12/31/22 | | | | | Valuation as of 12/31/23 | | | | | Valuation as of 12/31/24 | | | | | | | Remaining Performance Period (Years) | Stock Price as of Valuation Date | Volatility | Risk Free Rate | Dividend Yield | Remaining Performance Period (Years) | Stock Price as of Valuation Date | Volatility | Risk Free Rate | Dividend Yield | Remaining Performance Period (Years) | Stock Price as of Valuation Date | Volatility | Risk Free Rate | Dividend Yield | Remaining Performance Period (Years) | Stock Price as of Valuation Date | Volatility | Risk Free Rate | Dividend Yield | | 2021 Awards | 2 | $11.39 | 35% | 0.73% | 0% | 1 | $8.70 | 35% | 4.73% | 0% | 1 | $11.39 | 28% | 4.79% | 0% | N/A | | | | | | 2022 Awards | N/A | | | | | 2 | $8.70 | 35% | 4.41% | 0% | 2 | $11.39 | 32% | 4.23% | 0% | 1 | $11.73 | 26% | 4.16% | 0% |
Pay Versus Performance Table
3 The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2024, Brian Herb, John Goodson, Michael Silva, and Marc Fredman; (ii) for fiscal years 2023 and 2022, Brian Herb, John Goodson, Michael Silva, and Mary Jo Prigge; and (iii) for fiscal year 2021, Brian Herb and Barrett Callaghan. 4 The Company total shareholder return and the Peer Group total shareholder return reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 on December 31, 2020 on the same cumulative basis as is used in Item 201(e) of Regulation S-K. For the period December 31, 2020 through July 30, 2021 (the date of our business combination), the total shareholder return calculations relate to Class A ordinary shares of Dragoneer Growth Opportunities Corp, and for the period following July 30, 2021 through December 31, 2024, the total shareholder return calculations relate to CCC’s common stock. The peer group used to determine the Peer Group total shareholder return for
Pay Versus Performance Table
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Pay Versus Performance Table
each applicable fiscal year is the compensation peer group that was disclosed in the section above entitled “Compensation Discussion and Analysis” for that applicable fiscal year. While there were no changes to the Company’s compensation peer group between fiscal year 2021 and fiscal year 2022, for the purposes of calculating the Peer Group total shareholder return the following companies, which ceased to be publicly traded during the applicable measurement period, were excluded from the calculation of the Peer Group total shareholder return: Anaplan, Inc., Avalara, Inc., CDK Global, Inc., Cloudera, Inc., and RealPage, Inc. The Company’s compensation peer group was updated in fiscal year 2023 as a result of the application of pre-established objective criteria, as disclosed in the section of our 2023 Proxy Report entitled “2023 Peer Group”. Note that as of September 2023, Black Knight Technologies was acquired and ceased to be publicly traded, resulting in their exclusion from comparisons in this disclosure. The Company’s compensation peer group was updated in fiscal year 2024 as a result of the application of pre-established objective criteria, as disclosed in the section above entitled “2024 Peer Group”. 5 Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. 6 The Company has selected total revenue as its most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to the NEOs to the Company’s performance for fiscal year 2024. Total revenue represents the amount of revenue reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. 7 For fiscal year 2024, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2024, computed in accordance with Item 402(v) of Regulation S-K:
Pay Versus Performance Table
| | PEO | AVERAGE OF NON-PEO NEOS | | Total Compensation Reported in 2024 Summary Compensation Table | $946,288 | $3,236,345 | | Less, Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table | $- | $(2,537,518) | | Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested | $- | $1,927,172 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | $3,708,000 | $54,584 | | Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024 | $- | $- | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date) | $(216,000) | $5,528 | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024 | $- | $(200,416) | | Plus, Dollar Value of Dividends, Dividend Equivalents, or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024) | $- | $- | | Total Adjustments | $3,492,000 | $(750,650) | | Compensation Actually Paid for Fiscal Year 2024 | $4,438,288 | $2,485,695 |
Pay Versus Performance Table
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Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure As described in more detail in the section titled “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation actually paid’ for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is directionally aligned with the Company’s total shareholder return over the four years presented in the table. This is because a significant portion of the ‘compensation actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards, including TSR-based PSUs and, in 2021, options issued in 2017 which vested in connection with the business combination. As described in more detail in the section titled “Compensation Discussion and Analysis - Target Pay Mix,” approximately 76% of the value of total compensation awarded in fiscal year 2024 to the non-PEO NEOs is comprised of equity awards, including RSUs and PSUs. No equity awards were granted to the PEO in fiscal years 2022, 2023, or 2024, however, in fiscal year 2021 approximately 97% of the PEO’s compensation was in the form of equity awards, as described in the “Compensation Discussion and Analysis – Executive Compensation Highlights in Fiscal Year 2022” section and the “Fiscal Year 2022 Summary Compensation Table” above. The change in the fair value of awards granted in fiscal year 2024, from the date of grant to the end of the fiscal year, had the most impact on the change from the compensation reported in the “Fiscal Year 2024 Summary Compensation Table” to ‘compensation actually paid.’
Compensation Actually Paid and Company TSR
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is not directionally aligned with the Company’s GAAP net income over the four years presented in the table due to the weight placed on equity-based compensation in our pay mix, the impact the Company’s stock price has had on the ‘compensation actually paid’ amounts during the applicable fiscal years, and the incremental expense related to the modifications made in fiscal year 2023 to the TSR-based PSUs granted in 2021 and 2022. As described in more detail in the section titled “Compensation Discuss and Analysis – Target Pay Mix,” approximately 8% of the value of total compensation awarded in fiscal year 2024 to the non-PEO NEOs who served as executive officers of the Company for the complete fiscal year was comprised of amounts determined under the Company’s 2024 AIP. Further, we note that our net loss in fiscal year 2021 was largely due to increased stock-based compensation expense of approximately $262 million related to our business combination. When adjusting for that and other non-operational items, our adjusted net income was approximately $130 million, an increase of 64% over fiscal year 2020. Similarly, our net loss of $90.1 million in 2023 was primarily due to $82.7 million of goodwill and intangible asset impairment charges related to the Company’s China reporting unit. When adjusting for this, our adjusted net income in 2023 is $210.5 million, an increase of 19% over 2022. With these adjustments to net income, we do believe there is better alignment of ‘compensation actually paid’. Reconciliations of our adjusted net income to our net income (loss) for fiscal years 2020 and 2021 appear in our Annual Report on Form 10-K for the fiscal year ending December 31, 2022. Reconciliations for our adjusted net income to our net income (loss) for fiscal year 2023 appear in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023.
Compensation Actually Paid and Total Revenue
Compensation Actually Paid and Total Revenue We have experienced positive growth in total revenue, with year-over-year revenue growth of 8.7% in fiscal year 2021 (or 15.0% when adjusted for the impact of the divestiture of a portion of our professional services casualty solution in December 2020), 13.7% in fiscal year 2022, 10.7% in fiscal year 2023, and 9.1% in fiscal year 2024. Alignment of the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs with the Company’s total revenue over the four years presented in the table is mixed. More specifically, there was
Compensation Actually Paid and Total Revenue
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Compensation Actually Paid and Total Revenue
misalignment from 2021 to 2022 due to the pay mix in 2022 and the impact the Company’s stock price has had on the ‘compensation actually paid’ amounts during the applicable fiscal years. In 2023, however, primarily due to an increase in stock price in 2023 and the impact of the modifications made to the TSR-based PSUs as previously disclosed, ‘compensation actually paid’ was more closely aligned to revenue results in 2023. The relationship between Total Revenue and the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually made’ to the non-PEO NEOs in 2024 was well-aligned. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that total revenue is the Company’s most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to the NEOs to company performance for fiscal year 2024. The Company utilized revenue-based goals for the Company’s annual incentive plans for fiscal years 2021 through2024, as well as for the PSUs that were awarded to the NEOs in those fiscal years. As described in more detail in the section titled “Compensation Discuss and Analysis – Target Pay Mix,” approximately 8% of the value of total compensation awarded in fiscal year 2024 to the non-PEO NEOs who served as executive officers of the Company for the complete fiscal year was comprised of amounts determined under the Company’s 2024 AIP, and approximately 76% of the value of total compensation awarded in fiscal year 2024 to such non-PEO NEOs was comprised of equity awards, specifically RSUs and PSUs. Company TSR and Peer Group TSR As demonstrated by the following graph, the Company’s total shareholder return over the three fiscal years presented in the Pay Versus Performance Table was -12%, while the Peer Group total shareholder return was +47% over the same time period. For the period December 31, 2020 through July 30, 2021 (the date of our business combination) the total shareholder return calculations relate to Class A ordinary shares of Dragoneer Growth Opportunities Corp, and for the period following July 30, 2021 through December 31, 2023, the total shareholder return calculations relate to CCC’s common stock. The Company’s total shareholder return underperformed compared to the Company’s compensation peer group during the years presented in the graph below. These results, and the TSR-based PSUs granted to the NEOs in fiscal
Compensation Actually Paid and Total Revenue
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Compensation Actually Paid and Total Revenue
years 2021 and 2022, caused a downward adjustment in the ‘compensation actually paid’ amounts in prior years because they are measured on an absolute, and not a relative, basis. The modification of these awards to utilize relative TSR resulted in an upward adjustment to ‘compensation actually paid’ in 2023. While there were no changes to the Company’s compensation peer group between fiscal year 2021 and fiscal year 2022, for the purposes of calculating the Peer Group total shareholder return the following companies, which ceased to be publicly traded during the applicable measurement period, were excluded from the calculation of the Peer Group total shareholder return for such fiscal years: Anaplan, Inc., Avalara, Inc., CDK Global, Inc., Cloudera, Inc., and RealPage, Inc. The Company’s compensation peer group was updated in fiscal year 2023 as described in the section of our 2023 Proxy Report entitled “2023 Peer Group”. Note that as of September 2023, Black Knight Technologies was acquired and ceased to be publicly traded, resulting in their exclusion from comparisons in this disclosure. The Company’s compensation peer group was updated in fiscal year 2024 as described in the section above entitled “2024 Peer Group”. Supplemental Disclosure - CCC TSR and Peer Group TSR As permitted under Item 402(v) of Regulation S-K, the Company is providing the following supplemental disclosure with respect to Company and Peer Group total shareholder return calculated based on a fixed investment of $100 on August 2, 2021, the first date following our business combination, on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Company believes that these total shareholder return calculations more accurately reflect the comparison of Company total shareholder return and Peer Group total shareholder return because they reflect the period following the closing of our business combination when the Company’s management team was responsible for the financial results of the publicly traded entity.
Compensation Actually Paid and Total Revenue
| MEASUREMENT PERIOD | SUPPLEMENTAL COMPANY TOTAL SHAREHOLDER RETURN | SUPPLEMENTAL PEER GROUP TOTAL SHAREHOLDER RETURN | | August 2, 2021 –December 31, 2024 | $117 | $118 | | August 2, 2021 – December 31, 2023 | $113 | $95 | | August 2, 2021 – December 31, 2022 | $86 | $79 | | August 2, 2021 – December 31, 2021 | $113 | $96 |
Compensation Actually Paid and Total Revenue
As demonstrated by the following supplemental graph, the Company’s total shareholder return over the four periods presented in the supplemental table above was +17%, while the Peer Group total shareholder return presented in the supplemental table above was +18% over the same time period. The Company’s total shareholder return outperformed
Compensation Actually Paid and Total Revenue
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Compensation Actually Paid and Total Revenue
compared to the Company’s compensation peer group during the periods ending on December 31, 2021, December 31, 2022, and December 31, 2023, respectively, and underperformed the Company’s compensation peer group during the period ending December 31, 2024, as presented in the supplemental table above. While there were no changes to the Company’s compensation peer group between fiscal year 2021 and fiscal year 2022, for the purposes of calculating the Peer Group total shareholder return for the supplemental table above, the following companies, which ceased to be publicly traded during the applicable measurement period, were excluded from the calculation of the Peer Group total shareholder return for such fiscal years: Anaplan, Inc., Avalara, Inc., CDK Global, Inc., Cloudera, Inc., and RealPage, Inc. The Company’s compensation peer group was updated in fiscal year 2023 as described in the section of our 2023 Proxy Report entitled “2023 Peer Group”. Note that as of September 2023, Black Knight Technologies was acquired and ceased to be publicly traded, resulting in their exclusion from comparisons in this disclosure. The Company’s compensation peer group was updated in fiscal year 2024 as described in the section above entitled “2024 Peer Group”.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List The following table lists our most important performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2024. The performance measures included in this table are not ranked by relative importance.
Pay Versus Performance Tabular List
| MOST IMPORTANT PERFORMANCE MEASURES | | Total Revenue | | Adjusted EBITDA |
Pay Versus Performance Tabular List
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Indemnification of Directors and Officers
Indemnification of Directors and Officers The Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (“DGCL”). In addition, the Charter provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In connection with the consummation of the business combination, we entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.