DEF 14A of SS&C Technologies Holdings Inc, Apr 8, 2026

DEF 14A of SS&C Technologies Holdings Inc

Filed Apr 8, 2026 · FY20250001193125-26-147619

Open on EDGAR

  1. Election of Class I Directors

    Election of Class I Directors The Board recommends that you vote "FOR" the election of each of the below nominees to serve as Class I Directors until the 2029 Annual Meeting of Stockholders.

  2. Election of Class I Directors

    | NOMINEES | DIRECTOR SINCE | INDEPENDENT | CURRENT COMMITTEES | | Normand A. Boulanger, 64 Vice Chair of the Board, SS&C Technologies Holdings, Inc. | 2006 | | None | | David A. Varsano, 64 Chairman of the Board and Chief Executive Officer, Pacific Packaging Products | 2011 | | Audit, Nominating and Governance (Chair) | | Michael J. Zamkow, 70 Retired Partner, Goldman Sachs | 2014 | | Compensation |

  3. Election of Class I Directors

    $630B

  4. The board of directors recommends that you vote FOR the election of Normand A. Boulanger, David A. Varsano and Michael J. Zamow as Class I Directors

    The board of directors recommends that you vote FOR the election of Normand A. Boulanger, David A. Varsano and Michael J. Zamow as Class I Directors ELECTION OF DIRECTORS Proposal 1:

  5. Election of Class I Directors

    Election of Class I Directors

  6. Board Structure

    Board Structure Our Restated Certificate of Incorporation provides for a classified Board. This means the Board is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of our stockholders.

  7. Number of Board Members

    Number of Board Members SS&C has eight members on its Board of Directors, divided into three classes as follows:

  8. Board Member Elections

    Board Member Elections At each annual meeting of stockholders, directors in the applicable class are elected for a term of three years to succeed those directors whose term is expiring. Normand A. Boulanger, David A. Varsano and Michael J. Zamkow are current Class I directors whose terms expire at the 2026 annual meeting. Each of the directors in Class I has been nominated for reelection as a Class I director by the Board upon the recommendation of the Nominating and Governance Committee, with a term ending at the 2029 annual meeting. Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the nominees identified above to a three-year term ending at the 2029 annual meeting, to hold office until his or her successor has been duly elected and qualified, or until the director’s earlier death, removal, or resignation. SS&C’s corporate bylaws provide that an uncontested election of directors will be decided by a majority in voting power of votes cast with respect to a nominee’s election. Accordingly, a majority in voting power of the votes cast by holders of all of the shares of common stock present in person or represented by proxy at the 2026 annual meeting is required to elect each nominee as a director. Each of the nominees has indicated his or her willingness to serve on the Board, if elected. If any nominee is unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by the Board or the Board may reduce its size. If a Class I director nominee fails to receive a majority in voting power of the votes cast, the director must tender his or her resignation to the Board. The Nominating and Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation. The Board will act on the resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results.

  9. Class I Director Nominees to be Elected at the 2026 Annual Meeting

    Class I Director Nominees to be Elected at the 2026 Annual Meeting

  10. Class I Director Nominees to be Elected at the 2026 Annual Meeting

    | | | | | Normand A. Boulanger, 64 Independent Vice Chair of the Board, SS&C Technologies Holdings, Inc. Director since 2006 | David A. Varsano, 64 Independent Chairman of the Board and Chief Executive Officer, Pacific Packaging Products Director since 2011 Committee Memberships | Michael J. Zamkow, 70 Independent Retired Partner, Goldman Sachs Director since 2014 | | | A, NG | C |

  11. KEY

    KEY

  12. KEY

    | A | Audit Committee | C | Compensation | NG | Nominating and Governance |

  13. Board Skills and Experience Matrix

    Board Skills and Experience Matrix Our directors collectively possess the expertise, leadership skills, and experiences and backgrounds to oversee management’s execution of its growth strategy and protect long-term stockholder value. The skills and experience matrix below summarizes the qualifications of our directors and more detailed information can be found in the director biographies beginning on page 12.

  14. Board Skills and Experience Matrix

    | Director Skills and Experience | Normand A. Boulanger | Smita Conjeevaram | Jonathan E. Michael | William C. Stone | Francesco Vanni d’Archirafi | David A. Varsano | Debra Walton-Ruskin | Michael J. Zamkow | | Executive Leadership: Practical experience managing the operations of a business or large organization in a significant leadership position, including as a chief executive officer, chief financial officer or other senior leadership role. | • | • | • | • | • | • | • | • | | Governance/Public Company Board: Experience or expertise in corporate governance matters, including through service on the boards of other public companies. | • | • | • | • | • | • | • | • | | Industry Experience: Experience in the Company’s industries, including financial services and healthcare software and software-enabled services. | • | • | • | • | • | • | • | • | | Investments/Strategy and Corporate Development: Strategic experience in business development and/or M&A, including experience developing and implementing growth strategies. | • | • | • | • | • | • | • | • | | Financial Expertise: Financial experience, including experience in accounting, financial planning, financial reporting processes, financial controls structures, capital allocation, financial markets. | | •* | • | • | • | •* | •* | • | | Risk Management: Experience with risk management of a large organization and management of specific types of risk, including risks related to technology, cybersecurity, and financial services. | | • | • | | • | • | | | | Client Relations/Sales/Marketing: Experience in facilitating and managing revenue-sensitive relationships, including marketing activities to existing and new clients of an organization. | • | • | • | • | • | • | • | • | | Innovation, Data and Technology Services: Experience in innovation and technology, including experience managing technological change and innovation of new products, services, content, data, and technology capabilities. | • | | | • | • | • | • | | | Audit and Accounting: Experience in business processes related to accounting and audit matters, including financial statement audits, system and organization controls audits and other audits. | | • | • | • | • | • | • | | | Financial Software: Experience in overseeing the development, implementation and provision to customers in the financial services industry of software and software-enabled services and processes. | • | • | • | • | • | • | • | • | | Complex Organization Leadership Skills: Experience in a significant leadership role with a large, complex business or material business unit of a multinational organization. | • | • | • | • | • | • | • | • |

  15. Board Skills and Experience Matrix

    * Directors currently serving on the Audit Committee who have been determined to be Audit Committee financial experts by the Board.

  16. Board Skills and Experience Matrix

    | | | |

  17. Director Biographies

    Director Biographies The Nominating and Governance Committee has recommended, and the Board has nominated, Normand A. Boulanger, David A. Varsano and Michael J. Zamkow for election at the 2026 annual meeting as the Class I directors, to serve until the 2029 annual meeting and until their successors have been duly elected and qualified. Each of the nominees is currently a member of the Board. The following table and biographical descriptions provide information relating to each director and director nominee, including her/his age and period of service as a director of the Company, her/his committee memberships, her/his business experience for at least the past five years, including directorships at other public companies, and certain other information.

  18. Class I Directors Nominees to be Elected at the 2026 Annual Meeting

    Class I Directors Nominees to be Elected at the 2026 Annual Meeting

  19. Class I Directors Nominees to be Elected at the 2026 Annual Meeting

    | | Normand A. Boulanger Vice Chair of the Board, SS&C Technologies Holdings, Inc. | | | | Independent Director since: 2006 Age: 64 Term Expires: 2026 Committees: None | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Boulanger should serve as a director because he has substantial knowledge and experience regarding our operations, employees, target markets, strategic initiatives and competitors. | | Principal Occupation, Business Experience, and Directorships On February 3, 2020, Mr. Boulanger retired as an employee of SS&C, after serving in a number of roles since 1994. Mr. Boulanger continues to serve as a director on our Board. He was elected to serve as a director in 2006 and appointed Vice Board Chair in August 2018. He served as our President and Chief Operating Officer from October 2004 to February 2020, our Executive Vice President and Chief Operating Officer from October 2001 to October 2004, Senior Vice President of SS&C Direct from March 2000 to September 2001, Vice President of SS&C Direct from April 1999 to February 2000, Vice President of Professional Services for the Americas, from July 1996 to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to joining SS&C, Mr. Boulanger served as Manager of Investment Accounting for The Travelers from September 1986 to March 1994. | | |

  20. Class I Directors Nominees to be Elected at the 2026 Annual Meeting

    | | David A. Varsano Chairman of the Board and Chief Executive Officer, Pacific Packaging Products | | | | Independent Director since: 2011 Age: 64 Term Expires: 2026 Committees: Audit Committee, Nominating and Governance Committee (Chair) | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Varsano should serve as a director because he has a broad range of experience relevant to our business and a strong understanding of information technology matters. | | Principal Occupation, Business Experience, and Directorships Mr. Varsano was elected as one of our directors in March 2011, has served on the Audit Committee since 2011, and was appointed Chair of the Nominating and Governance Committee in 2016. He is currently the Chairman of the Board and Chief Executive Officer of Pacific Packaging Products, a company specializing in industrial packaging and related solutions and supply chain management services, which he joined in September 1999. Prior to joining Pacific Packaging Products, Mr. Varsano served as the Chief Technology Officer and Vice President of Software Development of SS&C from 1995 to 1999 and as Manager of SS&C Direct from 1998 to 1999. Mr. Varsano was formerly on the Board of Directors of Packaging Distributors of America. | | |

  21. Class I Directors Nominees to be Elected at the 2026 Annual Meeting

    | | Michael J. Zamkow Retired Partner, Goldman Sachs | | | | Independent Director since: 2014 Age: 70 Term Expires: 2026 Committees: Compensation Committee | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Zamkow should serve as a director because he has extensive experience in the financial services industry. | | Principal Occupation, Business Experience, and Directorships Mr. Zamkow was elected as one of our directors in June 2014 and has served on our Compensation Committee since 2016. He retired from Goldman Sachs in November 2001 after a 17 year career, where he was a partner from 1994 to 2001. From 1999 to 2001, Mr. Zamkow was responsible for Goldman Sachs’ fixed income, currency and commodities business. He is a former member of the Board of Trustees of Northeastern University. | | |

  22. Class II Directors

    Class II Directors

  23. Class II Directors

    | | Jonathan E. Michael Retired Chief Executive Officer, RLI Corp. | | | | Lead Independent Director Independent Director since: 2010 Age: 72 Term Expires: 2027 Committees: Compensation Committee, Nominating and Governance Committee | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Michael should serve as a director because he has extensive experience in the financial services industry, including companies that we seek to target as clients, as well as extensive operational experience as a director and officer of financial services and insurance companies. | | Principal Occupation, Business Experience, and Directorships Mr. Michael was elected as one of our directors in April 2010, has served on the Nominating and Governance Committee since 2013, the Audit Committee from 2010 to June 2024 for which he was Chair for six years, the Compensation Committee since June 2024 for which he has been Chair since then, and as our Lead Independent Director since November 2022. He retired as Chief Executive Officer of RLI Corp., a publicly traded specialty insurance company, at the end of 2021, and subsequently retired as Chairman of its Board in May 2024. Mr. Michael held various other positions at RLI Corp. since joining in 1982, including President and Chief Operating Officer, Executive Vice President, and Chief Financial Officer. He currently serves as an independent board member of Markel Group Inc., Chairman of the Board of TADA Cognitive Solutions, LLC, and Chairman of the Board of Bradley University Board of Trustees. He is also a member of the OSF St. Francis Medical Center Community Advisory Board, Easterseals Central Illinois Foundation Board, and the Gilmore Foundation Board. | | |

  24. Class II Directors

    | | Debra Walton-Ruskin Retired Chief Revenue Officer, London Stock Exchange Group | | | | Independent Director since: 2024 Age: 65 Term Expires: 2027 Committees: Audit Committee, Nominating and Governance Committee | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Ms. Walton-Ruskin should serve as a director because she has extensive experience in the global financial services industry, the computer and information services industry, and the management of complex technology organizations. | | Principal Occupation, Business Experience, and Directorships Ms. Debra Walton-Ruskin was elected as one of our directors and as a member of the Nominating and Governance Committee and our Audit Committee in 2024. She was also elected to serve on our Audit Committee in June 2024. She has spent her career in Global Fintech and had held senior executive positions across product, content, sales, marketing, and data operations. In her last corporate role, she was the Chief Revenue Officer for the London Stock Exchange Group from 2021 to 2022. Prior to that, she was a member of the senior executive team at Refinitiv from 2018 to 2021 that lead its successful sale to Blackstone and its subsequent sale to LSEG. Prior to its sale, Debra held numerous C-suite roles at Thomson Reuters/Refinitiv from 2008 to 2018 including Global Head of Market Development, Chief Data Officer, Chief Product Officer, and Chief Revenue Officer. From 2016 – 2021, as an executive at Thomson Reuters/Refinitiv, and later LSEG, Debra was a director on the board of TradeWeb Markets, a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Also, during her time at Thomson Reuters/Refinitiv, she served on the boards of its regulated entities including the foreign exchange brokerage and index business. Prior to joining Thomson Reuters/Refinitiv Debra was a partner at Cantor Fitzgerald where she was instrumental in the development of new brokerage business and services including the launch of the Cantor Financial Futures Exchange on whose Board of Directors she served. She currently serves on the Board of Directors of Chef’s Warehouse, Inc., a public company. Ms. Walton-Ruskin also works as an executive advisor and advises organizations and leaders on business transformation. | | |

  25. Class III Directors

    Class III Directors

  26. Class III Directors

    | | Smita Conjeevaram Retired Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – Credit Funds, Fortress Investment Group LLC | | | | Independent Director since: 2015 Age: 65 Term Expires: 2028 Committees: Audit Committee (Chair) | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Ms. Conjeevaram should serve as a director because she has extensive experience in the financial services industry and particularly hedge fund operations. | | Principal Occupation, Business Experience, and Directorships Ms. Conjeevaram joined our board of directors in November 2015, previously served on our Nominating and Governance Committee, has served on the Audit Committee since 2017, and was appointed Chair of the Audit Committee in November 2022. Ms. Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund firm industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds, and Deputy Chief Financial Officer – Credit Funds, of the Fortress Investment Group LLC, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC from 2006 to 2009 and Strategic Value Partners LLC from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a certified public accountant. She currently serves on the Boards of Directors of the following public companies: McGrath RentCorp, SkyWest, Inc. and WisdomTree Investments, Inc. | | |

  27. Class III Directors

    | | William C. Stone Chairman of the Board and Chief Executive Officer, SS&C Technologies Holdings, Inc. | | | | Director since: 1986 Age: 71 Term Expires: 2028 Committees: None | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. Stone should serve as a director because, as our founder, Chief Executive Officer, and a principal stockholder, Mr. Stone provides a critical contribution to the Board reflecting his detailed knowledge of the Company, our employees, our client base, our prospects, the strategic marketplace and our competitors. | | Principal Occupation, Business Experience, and Directorships Mr. Stone founded SS&C Technologies, Inc., or SS&C, the primary operating company and wholly owned direct subsidiary of SS&C Technologies Holdings, Inc., in 1986 and has served as Chairman of the Board of Directors and Chief Executive Officer since our inception. He also has served as our President from inception through April 1997 and again from March 1999 until October 2004. Prior to founding SS&C, Mr. Stone directed the financial services consulting practice of KPMG LLP, an accounting firm, in Hartford, Connecticut and was Vice President of Administration and Special Investment Services at Advest, Inc., a financial services company. | | |

  28. Class III Directors

    | | Francesco Vanni d’Archirafi Chairman of the Board, Euroclear Holding SA/NV and Euroclear SA/NV, and Independent Board Member and Chair of the Audit Committee of Mapfre S.A. | | | | Independent Director since: 2025 Age: 66 Term Expires: 2028 Committees: Compensation Committee, Nominating and Governance Committee | Experience, Qualifications, Attributes, and Skills Supporting Directorship Position on the Company’s Board The Board has concluded that Mr. d’Archirafi should serve as a director because he has extensive experience running large global enterprises in executive and board capacities, as well as expertise in financial services, mergers and acquisitions and securities services, and extensive executive and operational experience in large financial services companies. | | Principal Occupation, Business Experience, and Directorships Mr. Vanni d’Archirafi was elected by SS&C’s Board of Directors in March 2025, and has served on the Compensation Committee since May 2025 and the Nominating and Governance Committee since July 2025. He spent most of his professional career at Citigroup, where he has held numerous leadership positions including CEO of Citigroup Holdings from 2013–2018, CEO of Citi Global Transaction Services from 2009–2013, Global Head of Citigroup Treasury and Trade Solutions from 2007–2009, Chair of Citibank Europe plc from 2005-2017 and Chair and CEO of Citi International plc from 2001-2004. He is currently Chairman of the Board of Euroclear Holding SA/NV and Euroclear SA/NV, chairman of VERTI S.p.A., an independent member of the Board of Directors and Chair of the Audit Committee of Mapfre SA, an independent member of the Board of Directors of Mapfre International, and a Board Member of the Euroclear Foundation. He is also a member of the Advisory Council of Grimaldi Alliance, Co-chair of the Advisory Council of The Kogod School of Business at American University and an International Advisory Board Member of IESE Business School. Mr. Vanni d’Archirafi is Emeritus Governor of Junior Achievement Worldwide and sits on the Board of Trustees of United Way Worldwide, Centesimus Annus Pro Pontifice Foundation and serves as trustee or board member for several other charitable foundations. | | |

  29. Executive Officers Who Are Not Directors

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

  30. Executive Officers Who Are Not Directors

    | Name | Age | Position(s) | | Rahul Kanwar | 51 | President and Chief Operating Officer | | Brian N. Schell | 60 | Executive Vice President and Chief Financial Officer | | Jason White | 56 | Senior Vice President, General Counsel and Secretary |

  31. Executive Officers Who Are Not Directors

    | | Rahul Kanwar President and Chief Operating Officer Age: 51 | | Business Experience Rahul Kanwar has served as our President and Chief Operating Officer since August 2018. Prior to that, he served as our Executive Vice President and Managing Director, Alternative Assets from September 2017 to August 2018, and as our Senior Vice President and Managing Director, Alternative Assets, from January 2011 to September 2017. Mr. Kanwar was designated as an executive officer of SS&C in March 2013 and has served as a managing director of SS&C since 2005. Prior to SS&C, Mr. Kanwar was employed by Eisner LLP where he was responsible for managing the Eisnerfast LLC fund administration business. Mr. Kanwar started his career in public accounting. | |

  32. Executive Officers Who Are Not Directors

    | | Brian N. Schell Executive Vice President and Chief Financial Officer Age: 60 | | Business Experience Mr. Schell was appointed as our Executive Vice President and Chief Financial Officer in July 2023. Prior to that, Mr. Schell served as Executive Vice President, Chief Financial Officer and Treasurer of Cboe Global Markets (“Cboe”) since January 2018 and served as interim Chief Human Resources Officer of Cboe from January 2022 to June 2022. Prior to that, he served as Chief Financial Officer of Bats Global Markets, Inc. since March 2011. Prior to that, Mr. Schell worked in various financial roles at H&R Block, the Federal Deposit Insurance Corporation, KPMG and JP Morgan. Mr. Schell chaired securities and futures exchanges boards, which included paid independent boards for those regulated entities. | |

  33. Executive Officers Who Are Not Directors

    | | Jason White Senior Vice President, General Counsel and Secretary Age: 56 | | Business Experience Jason White has served as our Senior Vice President, General Counsel and Secretary of SS&C since September 2021. Prior to that, Mr. White served as our Senior Vice President, Group General Counsel and Assistant Secretary from May 2018 to September 2021. Prior to joining SS&C, Mr. White was a New York Finance Partner and Co-Chair of the General Practice Group at Shearman & Sterling LLP from 2014 to 2018. Prior to his partnership at Shearman, he was a New York Finance Partner at Orrick, Herrington & Sutcliffe, LLP from 2011 to 2014. Prior to his partnership at Orrick, Mr. White worked as an attorney at Barclays Capital in New York from 2005 to 2011, where he was head of Finance Legal Americas and a member of the Legal Management Committee. Mr. White began practicing law in Arizona in 1997. | |

  34. Criteria and Skills of Director Nominees

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

  35. Criteria and Skills of Director Nominees

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

  36. Criteria and Skills of Director Nominees

    In terms of criteria for composition of the Board and Board committees, the Nominating and Governance Committee considers issues of judgment, age, skills, background and experience of the directors, with the goal of providing a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. The director biographies above describe each nominee’s experience, qualifications, attributes and skills that led the Board to conclude that he or she should continue to serve as a member of the Board. Our Board believes that each of the nominees has realized significant professional and personal achievements and possesses the background, talents and experience that are necessary for the Company’s success and the creation of stockholder value.

  37. Non-Employee Director Compensation

    Non-Employee Director Compensation

  38. Non-employee director compensation program

    Non-employee director compensation program In consultation with the Compensation Committee's independent compensation consultant, FW Cook, the Board has adopted a market-competitive non-employee director compensation program to help attract and retain talented individuals to serve as our Board members. Under this program in 2025, our non-employee directors were eligible to receive an annual cash retainer of $90,000, plus additional cash compensation for services as follows: Lead Independent Director: $50,000; Audit Committee Chair: $30,000; Compensation Committee Chair: $25,000; and Nominating and Governance Committee Chair: $20,000. In 2025, our non-employee directors were also eligible for an annual grant of RSUs in the amount of $200,000, which are granted annually on or about the time of our annual meeting of stockholders and vest on the earlier of the first anniversary of the grant date or the next annual stockholder meeting date. In addition, the Company’s historical approach is to provide newly elected directors with an initial grant of RSUs in the amount of $100,000, which vest on the first anniversary of the grant date. Following a peer review and assessment of market compensation levels, the Compensation Committee approved a moderate increase to non-employee director compensation in August 2025. While the overall program design remains unchanged, effective 2026, the Committee increased the annual cash retainer for each non-employee director by $10,000 and the annual equity retainer by $15,000. The Committee also approved additional cash compensation for the Audit Committee Chair and the Nominating and Governance Committee Chair by $5,000 each. All of our directors are reimbursed for reasonable out-of-pocket expenses associated with their service on the Board. Mr. Stone, as an employee of the Company, did not receive any additional compensation for Board service. The following table contains information with respect to the compensation of our non-employee directors for fiscal 2025.

  39. Non-employee director compensation program

    | NAME | FEES EARNED OR PAID IN CASH ($) | RSU AWARD(5)(6) ($) | TOTAL ($) | | Normand A. Boulanger | 90,000 | 200,016 | 290,016 | | Smita Conjeevaram | 120,000(1) | 200,016 | 320,016 | | Jonathan E. Michael | 165,000(2) | 200,016 | 365,016 | | Francesco Vanni d’Archirafi | 104,500(3) | 300,061 | 404,561 | | David A. Varsano | 110,000(4) | 200,016 | 310,016 | | Debra Walton-Ruskin | 90,000 | 200,016 | 290,016 | | Michael J. Zamkow | 90,000 | 200,016 | 290,016 |

  40. Non-employee director compensation program

    (1) Includes $30,000 as Audit Committee chair. (2) Includes $50,000 and $25,000 as Lead Independent Director and Compensation Committee chair, respectively. (3) Mr. Vanni d'Archirafi was appointed to the Board effective March 24, 2025 and the amount of fees reported includes a $14,500 ratable cash retainer for the portion of the quarter in which he commenced service on the Board. (4) Includes $20,000 as Nominating and Governance Committee chair. (5) The amounts in this column reflect the aggregate grant date fair value of stock awards granted to our non-employee directors in fiscal 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. As of December 31, 2025, the aggregate number of stock awards outstanding for each of our non-employee directors, other than Mr. Vanni d'Archirafi, was 2,571. Stock awards outstanding for Mr. Vanni d'Archirafi as of December 31, 2025 was 3,791. (6) As of December 31, 2025, the aggregate number of stock options outstanding for each of our non-employee directors was as follows: Mr. Boulanger—453,000; Ms. Conjeevaram—27,000; Mr. Michael—33,000; Mr. Varsano—33,000; and Mr. Zamkow—33,000.

  41. Executive Summary

    | | Features | Our Compensation Program | | | Bonus Targets | Each NEO has a target bonus opportunity established by the Compensation Committee | | | Predetermined weighting of metrics | There are four equally weighted Company financial metrics for bonuses: (i) adjusted revenue, (ii) organic revenue growth, (iii) operating cash flow and (iv) adjusted consolidated EBITDA | | | Formulaic payout determinations | Bonus payouts based on achievement of pre-established financial metrics, with a potential of up to +/-25% strategic modifier adjustment based on the Compensation Committee’s holistic assessment of overall business and individual performance against pre-established strategic key performance indicators ("KPIs") | | | Cap on payouts | Bonus payouts capped at 250% of target; no payout if goals are achieved below threshold performance level | | | Form of payouts | Bonus payouts made 100% in cash in the year following the performance year | | | Annual grants based on target value on the date of grant | Each NEO has a target value on the date of grant from which the number of shares is determined and which is set based on a review of competitive market data and company and individual performance | | | Award mix | Grants are comprised 50% of PSUs, 25% of time-based stock options and 25% of RSUs | | | Range of pre-established performance metrics | PSUs vest based on achievement of a three-year average annual EPS growth metric, with an up to +/-20% performance modifier based on relative TSR achievement. The target level for the relative TSR modifier is set at the 55th percentile. There will be no upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative | | | Cap on payouts | Total payout of PSUs cannot exceed 200% of target (including the modifier) |

  42. Performance Goals Promote Strategic Execution and Shareholder Value Creation

    Performance Goals Promote Strategic Execution and Shareholder Value Creation In designing our compensation program, the Compensation Committee focuses on ensuring that our compensation program closely aligns the interests of our NEOs with those of stockholders by incorporating financial performance measures that compensate our NEOs for the execution of our strategic plan, which is intended to create stockholder value. For 2025, the Compensation Committee, together with FW Cook and in consultation with our CEO, selected the performance measures set forth in the following table for use in our annual bonus program and long-term incentive program. These performance measures were unchanged from 2024 as the Compensation Committee believes they holistically reflect our compensation strategy. The Compensation Committee believes that the interplay of the four annual financial performance metrics under our annual bonus program combined with the three-year adjusted EPS growth metric and relative TSR modifier under our long-term incentive program complement one another and provide quantitative, objective performance goals that strongly link our NEOs’ pay with Company performance against key measures of success and stockholder value creation.

  43. Performance Goals Promote Strategic Execution and Shareholder Value Creation

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

  44. Compensation Best Practices

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

  45. Process for Administering Our Executive Compensation Practices

    • Review say-on-pay results and engage with stockholders • Consider and review adjustments to compensation programs based on feedback received from stockholders and evolving strategic objectives • Review compensation peer group, peer group pay levels for executives and non-employee directors, and market trends • Review compensation policies, including any required modifications based on regulatory developments • Develop agenda for following compensation year

  46. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant Since 2020, the Compensation Committee has engaged FW Cook as its independent compensation consultant to provide advice and analysis to the Compensation Committee as part of its comprehensive review of our executive and non-employee director compensation programs . FW Cook’s assistance includes competitive market analysis of our pay for performance alignment, incentive program design, and market positioning among our peer group, which informs the Compensation Committee’s decision-making. FW Cook is retained by and reports to the Compensation Committee and, upon the request of the Compensation Committee, participates in committee meetings. Other than services provided to the Compensation Committee, FW Cook did not provide any services to the Company in 2025. Each year, the Compensation Committee evaluates the independence of its compensation consultant to determine whether the services provided by the consultant raise any conflicts of interest, and has determined that its engagement of FW Cook has not presented any conflicts of interest.

  47. Competitive Landscape

    Competitive Landscape Working with its independent compensation advisors at FW Cook, the Compensation Committee establishes a peer group from which it reviews relevant competitive compensation data to help inform its decisions regarding executive pay levels and program design. For 2025 executive compensation, the peer group was unchanged from the list set forth in the 2025 Executive Compensation Program Changes section of our 2025 Proxy (“2025 Peer Group”). The 2025 Peer Group was initially recommended by FW Cook and re-approved by the Compensation Committee considering company size, industry relevance, and shared client base. The group is constructed such that, in totality, it represents a reasonable market reference point, placing us near the median of the group in terms of revenue. This group is reviewed annually for continued suitability. The 17 companies comprising the 2025 Peer Group for 2025 executive officer compensation are:

  48. 2025 Peer Group

    2025 Peer Group

  49. Elements of Our Compensation Program

    | | | Purpose | Performance Goals/Vesting | Key Features | | | | Provides certainty and predictability to meet ongoing living and other financial commitments Fixed compensation in exchange for investing in a career with SS&C | N/A | The only fixed component of our executive compensation program | | | | Focus executive officers on achievement of annual growth, profitability and cash flow goals that drive sustainable stockholder value creation over the longer-term | Corporate Performance Metrics: • Adjusted revenue (25%) • Organic revenue growth (25%) • Operating cash flow (25%) • Adjusted consolidated EBITDA (25%) Individual Performance: +/-25% strategic modifier adjustment based on a holistic review of overall business and individual performance against strategic KPIs | Annual target bonuses established by the Compensation Committee Paid 100% in cash Maximum payout capped at 250% of target No payout if performance falls below threshold levels for all metrics | | | | Closely aligns our NEOs’ interests with the long-term interests of our stockholders and promotes the retention of our executive team | PSUs are earned and vest between 0% and 200% based on achievement of a three-year average EPS performance goal and are subject to a +/-20% modifier adjustment based on achievement of relative TSR performance metric during the three-year performance period. The relative TSR modifier is set at the 55th percentile. No upward modifier applied to PSUs if the Company’s absolute TSR over the performance period is negative Total payout cannot exceed 200% of target (including the modifier) Time-based RSUs vest in equal annual installments over three years | Number of shares underlying each award is based on the executive’s aggregate target value on the date of grant Grants are comprised 50% of PSUs, 25% of time-based stock options and 25% of RSUs | | | | | Time-based stock options vest 25% on the first anniversary of the grant date, and 1/36 of the remaining number monthly until the fourth anniversary of the grant date | |

  50. Base Salary

    Base Salary Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers, and is the only fixed component of our executive compensation program. Base salaries are reviewed at least annually by the Compensation Committee and are adjusted from time to time to realign salaries with market levels after taking into account the performance of the Company and each executive officer’s responsibilities, performance and experience. In establishing base salaries for 2025, the Compensation Committee considered a variety of factors, including competitive market data, the seniority of the individual, the level of the individual’s responsibility, the Company’s ability to replace the individual, the individual’s tenure at the Company, relative pay among the executive officers, and our Chief Executive Officer’s input. The Compensation Committee deliberates and approves the base salary of our Chief Executive Officer without his presence. The Compensation Committee approved an annual target total cash compensation structure for each of our NEOs, including the base salaries set forth in the table below and the annual target bonus opportunities set forth under “Annual Bonus” below. 2025 base salaries were maintained at the same levels as 2024. Additionally, the Compensation Committee determined not to increase base salaries for 2026 except as noted below for Mr. White whose base salary was increased by the Compensation Committee after taking into account the factors described in the above paragraph. The following table shows the annual base salaries of our NEOs for 2025 and 2026.

  51. Annual Bonus

    Annual Bonus

  52. Our Annual Bonus Program

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

  53. 2025 Target Bonus Opportunity

    2025 Target Bonus Opportunity The Compensation Committee established the following target bonus opportunities for each of our NEOs in 2025, which were set considering competitive data from our 2025 Peer Group, and which were maintained at the same levels as 2024.

  54. 2025 Target Bonus Opportunity

    | NAMED EXECUTIVE OFFICER | 2025 TARGET BONUS OPPORTUITY ($) | | William C. Stone | $5,000,000 | | Rahul Kanwar | $4,000,000 | | Brian N. Schell | $1,400,000 | | Jason White | $1,000,000 |

  55. Components of 2025 Annual Bonus Program

    Components of 2025 Annual Bonus Program The components of our 2025 annual bonus program included a company performance factor ("CPF") consisting of four equally-weighted performance metrics, representing key drivers of sustainable stockholder value creation for our Company, and an individual strategic modifier. Achievement of the company performance factor is based on the level of attainment of rigorous pre-established financial performance goals set forth below, while the strategic modifier is intended to provide the Compensation Committee with an opportunity to make an upwards or downwards adjustment of as much as 25% based on a holistic assessment of overall Company performance in the business environment and each executive’s performance against pre-established strategic KPIs. This strategic modifier provides the Compensation Committee with the ability to more closely tailor annual bonus payouts based on its evaluation of strategic goal attainment and an assessment of individual performance over the year, thereby further reinforcing the Company’s culture of performance and accountability. The target achievement levels established for the Company performance factors used for the 2025 performance year reflect growth from 2024 actual results and are aligned with guidance that the Company provided to the market in connection with our Q4 and Full Year 2024 Earnings Results shared on February 6, 2025. Actual bonus payouts for each NEO can range between 50% and 250% of his or her target annual bonus opportunity, provided that no payout is provided for any metric that does not achieve threshold performance and if achievement of all company performance factors is less than threshold performance, then there is no payout of annual bonuses. Payouts are linearly interpolated for achievement between stated performance levels.

  56. Components of 2025 Annual Bonus Program

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

  57. Components of 2025 Annual Bonus Program

    | | | 2025 GOAL CALIBRATION* | | | PAYOUT CALIBRATION | | | | CPF METRICS | WGT. | THRESH. | TARGET | MAX. | THRESH. | TARGET | MAX. | | Adjusted Revenue(1) | 25% | $6,010.9 | $6,165.0 | $6,319.1 | 50% | 100% | 250% | | Organic Revenue Growth(1) | 25% | 2.5% | 5.0% | 7.5% | 50% | 100% | 250% | | Operating Cash Flow(1) | 25% | $1,423.1 | $1,498.0 | $1,572.9 | 50% | 100% | 250% | | Adjusted Consolidated EBITDA(1) | 25% | $2,300.4 | $2,421.5 | $2,542.6 | 50% | 100% | 250% |

  58. Components of 2025 Annual Bonus Program

    * Dollar amounts in the table reflected in millions (1) Adjusted Revenue, Organic Revenue Growth, Operating Cash Flow and Adjusted Consolidated EBITDA are non-GAAP financial measures. See Appendix A for definitions and reconciliations of all non-GAAP financial measures referenced herein. For the 2025 performance year, the Compensation Committee selected the following strategic modifier KPI categories under the annual bonus program: (i) strategic initiatives (e.g., product launches, acquisitions and divestitures), (ii) human capital management (e.g., employee engagement, leadership and exemplification of culture and values and succession/leadership development); and (iii) individual leadership goals and objectives. The Compensation Committee, with input from our CEO, takes a measured approach on this performance review to ensure that our executives are appropriately motivated and incentivized to continue to perform at high levels and to avoid any incentives for excessive risk-taking.

  59. 2025 Annual Bonus Program Results

    2025 Annual Bonus Program Results In early 2026, the Compensation Committee assessed the Company’s achievement of the company performance factor and made final decisions with respect to application of the strategic modifier and payout of 2025 annual bonuses. The table below sets forth the achievement of each financial metric under the company performance factor of the 2025 bonus program. Based on this achievement, the aggregate achievement of the company performance factor was determined to be 165.4% of target levels (with dollar amounts in the table reflected in millions).

  60. 2025 Annual Bonus Program Results

    | COMPANY PERFORMANCE FACTOR METRIC | 2025 TARGET | 2025 ACTUAL PERFORMANCE | 2025 BONUS PAYOUT LEVEL (AS A % OF TARGET) | | Adjusted Revenue(1) (2) | $6,165.0 | $6,250.2 | 182.9% | | Organic Revenue Growth(1) | 5.0% | 4.8% | 96.0% | | Operating Cash Flow(1)(2) | $1,498.0 | $1,737.8 | 250.0% | | Adjusted Consolidated EBITDA(1)(2) | $2,421.5 | $2,447.8 | 132.6% | | Total Company Performance Factor | | | 165.4% |

  61. 2025 Annual Bonus Program Results

    (1) Adjusted Revenue, Organic Revenue Growth, Operating Cash Flow and Adjusted Consolidated EBITDA are non-GAAP financial measures. See Appendix A for definitions and reconciliations of all non-GAAP financial measures referenced herein. (2) In determining the achievement of the company performance factor metrics under our 2025 annual bonus program, the Compensation Committee reviewed and approved adjustments to the Adjusted Revenue, Operating Cash Flow and Adjusted Consolidated EBITDA metrics to account for the impact of foreign currency exchange rate fluctuations and costs associated with completing acquisitions. Foreign currency exchange rate fluctuations resulted in a downward adjustment of $26.0 million to the Adjusted Revenue metric, $14.5 million to the Operating Cash Flow metric and $14.5 million to the Adjusted Consolidated EBITDA metric. Costs associated with completing acquisitions resulted in an upward adjustment of $7.5 million to the Operating Cash Flow metric. Accordingly, the above stated actual results for the Adjusted Revenue, Operating Cash Flow and Adjusted Consolidated EBITDA metrics utilized under our 2025 annual bonus program is different from that used by us for other purposes, including as described on page 31 of this Proxy Statement. The Compensation Committee also considered the achievement against the strategic KPI categories described above as well as relative Company performance in the macro business environment. Following robust discussions, the Compensation Committee determined that no upward or downward modifier would be applied to the NEOs’ annual bonus payouts for 2025 under the strategic modifier component of our annual bonus program for 2025. The table below reflects the actual annual bonuses awarded to our named executive officers for 2025 performance.

  62. 2025 Annual Bonus Program Results

    | NAMED EXECUTIVE OFFICER | 2025 TARGET BONUS OPPORTUNITY ($) | COMPANY PERFORMANCE FACTOR (%) | STRATEGIC MODIFIER ADJUSTMENT (%) | 2025 BONUS PAYOUTS | | William C. Stone | $5,000,000 | 165.4% | N/A | $8,270,000 | | Rahul Kanwar | $4,000,000 | 165.4% | N/A | $6,616,000 | | Brian N. Schell | $1,400,000 | 165.4% | N/A | $2,315,600 | | Jason White | $1,000,000 | 165.4% | N/A | $1,654,000 |

  63. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards The Compensation Committee believes that equity-based long-term incentive compensation is a critical component of our executive compensation program and is committed to the use of a program that appropriately motivates and incentivizes our NEOs and aligns their interests with those of our stockholders. Our long-term incentive compensation program incorporates and emphasizes performance-based equity awards that are intended to promote alignment of our executive interests with those of our stockholders and to promote long-term stockholder value creation. Since 2023, grants under the long-term incentive program are comprised of 50% of PSUs, 25% of time-based stock options and 25% of RSUs, and each NEO receives equity incentive awards based on an aggregate target value on the date of grant (as opposed to a target share number). The targeted grant date fair value is determined by the Compensation Committee each year after a holistic consideration of competitive data and individual-specific factors for our executive officers. The table below sets forth the approved target value for each of the equity awards granted to our NEOs under our compensation program in 2025, which were maintained at the same levels as 2024.

  64. Long-Term Incentive Equity Awards

    | Name | PSUs ($) | STOCK OPTIONS ($) | RSUs ($) | AGGREGATE TARGET VALUE ($) | | William C. Stone | $7,500,000 | $3,750,000 | $3,750,000 | $15,000,000 | | Rahul Kanwar | $6,000,000 | $3,000,000 | $3,000,000 | $12,000,000 | | Brian N. Schell | $2,000,000 | $1,000,000 | $1,000,000 | $4,000,000 | | Jason White | $2,250,000 | $1,125,000 | $1,125,000 | $4,500,000 |

  65. PSUs

    PSUs To foster strong focus on long-term performance and changes in shareholder value, PSUs are the most significant single component of the annual award mix under our long-term incentive program, comprising one-half of the total target value of the long-term incentive program awards. The Compensation Committee believes that emphasizing performance-based awards in the form of PSUs in the overall equity award mix is closely aligned with market practice, places a strong emphasis on pay-for-performance, and aligns the NEOs’ compensation with long-term stockholder value creation. For PSUs granted in 2025 (“2025 PSUs”), the Compensation Committee selected a performance goal comprised of a three-year average annual EPS growth rate, which is measured based on our Adjusted Diluted EPS (“3-Year EPS Growth”). The Compensation Committee believes that the 3-Year EPS Growth metric will closely align the potential payout of the 2025 PSUs to the value ultimately realized by our stockholders over a similar time horizon, and complements the financial performance measures used in the annual cash bonus program described under “Annual Bonus” above. The 2025 PSUs will be eligible to become earned and vest between 0% and 200% of target levels based on the achievement of the three-year EPS Growth metric over a three-year performance period from January 1, 2025 through December 31, 2027, as set forth in the table below (with linear interpolation applied between performance levels), subject generally to the NEO’s continued employment with us through the final determination of the satisfaction of the performance goals by the Compensation Committee, expected to occur in early 2028. The Committee believes that these performance targets represent rigorous performance goals based on the Company’s recent historical growth rates, and that if the PSUs are earned at or above target levels, it will result in significant value creation for our stockholders.

  66. PSUs

    | ADJUSTED DILUTED EPS GROWTH RATE | PAYOUT PERCENTAGE | | 11% (maximum) | 200% | | 7.5% (target) | 100% | | 4% (threshold) | 50% | | <4% (below threshold) | 0% |

  67. PSUs

    In addition, the ultimate payout of the 2025 PSUs is also subject to a relative TSR performance modifier based on the percentile ranking of our TSR over the three-year performance period relative to that of the companies comprising our compensation benchmarking peer group described under “Competitive Landscape”, as set forth in the table below. Once the achievement of 3-Year EPS Growth is calculated, the relative TSR modifier will then be applied to the 2025 PSU payout level, with the ultimate payout level adjusted upwards or downwards by up to 20% (subject to the maximum 200% payout). No upward modifier will be applied if our absolute TSR is negative for the three-year performance period. The Compensation Committee has incorporated the relative TSR metric as a performance modifier to the PSUs to more directly link the long-term incentive compensation program to our stockholders’ returns. As a result, the use of this relative TSR modifier set at the 55th percentile to enhance rigor will reward the NEOs for sustained market outperformance, as well as regulate payouts for market underperformance, even if the 3-Year EPS Growth metric is achieved at or above-target.

  68. PSUs

    | RELATIVE TSR MODIFIER | MODIFIER % | | ≥ 80th percentile | +20% | | 55th percentile | 0% | | ≤ 30th percentile | -20% |

  69. Stock Options

    Stock Options Stock options are a key component of the annual equity award mix, and comprise 25% of the total target value of the long-term incentive program awards. The Compensation Committee continues to believe that stock options play an effective role in linking pay with performance in that our stock price must appreciate following the grant date in order for the options to deliver any value to the NEOs. The stock options granted in 2025 (“2025 Options”) will vest over a four-year period from the grant date, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments for three years thereafter, subject generally to the NEO’s continued employment with us through each vesting date.

  70. RSUs

    RSUs The Compensation Committee believes the RSU component of the annual equity award mix under our long-term incentive program promotes executive retention by linking RSU vesting to continuous employment requirements. The RSU component comprises 25% of the total target value of the long-term incentive program awards. The RSU awards are aligned with stockholder value creation, as the value of the shares ultimately realized by the NEOs are derivative of our stock price. The RSUs granted in 2025 (“2025 RSUs”) will vest in equal annual installments on each of the first three anniversaries of the grant date, subject generally to the NEO’s continued employment with us through each vesting date.

  71. Performance Stock unit (PSU) performance period that concluded in 2025

    Performance Stock unit (PSU) performance period that concluded in 2025 In February 2026, the Compensation Committee reviewed our results for the performance period associated with PSUs granted to Messrs. Stone, Kanwar and White in March 2023 and Mr. Schell August 2023, all of which had a 2023 – 2025 performance period (the “March 2023 PSUs”) which are summarized in the table below.

  72. Performance Stock unit (PSU) performance period that concluded in 2025

    | | MARCH 2023 PSUs | | | Performance period | 2023 – 2025 | | | Performance metric | 3-Year EPS Growth | | | Maximum – Growth Rate / Vesting Percentage | 10.0% | 200% | | Target – Growth Rate / Vesting Percentage | 7.5% | 100% | | Threshold – Growth Rate / Vesting Percentage | 5.0% | 50% | | Below Threshold – Growth Rate / Vesting Percentage | <5.0% | 0% | | Performance Modifier | Relative TSR Modifier | | | Upward Adjustment | > 80th percentile | +20% | | No Adjustment | 55th percentile | 0% | | Downward Adjustment | < 30th percentile | -20% | | Actual results – 3-Year EPS Growth / Vesting Percentage* | 9.99% | 199.6% | | Actual results - Relative TSR Modifier / Adjustment Percentage | 93rd percentile | 120.0% | | Total payout percentage* | | 200.0% |

  73. Performance Stock unit (PSU) performance period that concluded in 2025

    *Total amount of earned PSUs cannot exceed 200% of the target PSUs. Following the certification of the performance goals by the Compensation Committee, as shown in the table above, Mr. Stone received 263,394 shares, Mr. Kanwar received 210,715 shares, Mr. Schell received 73,588 shares, and Mr. White received 79,020 shares.

  74. Equity Grant Practices

    Equity Grant Practices We do not have a formal policy with respect to the timing of grants of our equity awards, but the Compensation Committee has historically granted such awards on a predetermined schedule, in the first calendar quarter of each year, at regularly scheduled meetings of the Compensation Committee which are scheduled approximately one year in advance. From time to time, we also grant equity awards in connection with new hires and promotion, and the timing of such grants are driven by the timing of the hiring or promotion. No such special equity award grants were made to any NEO in 2025. We do not schedule our equity grants in anticipation of the release of material, non-public information (“MNPI”), nor do we time the release of MNPI based upon the grant dates of equity awards. The Compensation Committee does not take MNPI into account when determining the timing and terms of our equity award grants. In the event MNPI becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee would use its business judgment to determine whether to delay the grant of equity awards.

  75. 2026 Executive Compensation Program Changes

    2026 Executive Compensation Program Changes The Compensation Committee has not made and does not expect to make significant changes to the executive compensation program design in 2026 compared to 2025. The size, terms and components of base salary, target annual bonus and long-term incentive equity grants are expected to be substantially unchanged in 2026. In connection with its regular annual review of our market competitiveness among our peers in April 2025, the Compensation Committee determined not to make changes to the comparison companies peer group from the 2025 Peer Group.

  76. Employment Agreements and Severance and Change of Control Benefits

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

  77. Summary Compensation Table

    Summary Compensation Table The following table contains information with respect to the compensation earned by our named executive officers for the fiscal years ended December 31, 2025, 2024 and 2023.

  78. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | William C. Stone | 2025 | 1,000,000 | — | 11,979,259(4) | 3,750,009 | 8,270,000 | 8,396 | 25,007,664 | | Chief Executive Officer | 2024 | 1,000,000 | — | 11,637,069 | 3,750,228 | 9,475,000 | 8,396 | 25,870,693 | | | 2023 | 1,000,000 | — | 11,798,896 | 3,750,824 | 3,540,000 | 8,444 | 20,098,164 | | Rahul Kanwar | 2025 | 800,000 | — | 9,583,501(4) | 3,000,003 | 6,616,000 | 8,317 | 20,007,821 | | Chief Operating Officer | 2024 | 800,000 | — | 9,309,615 | 3,000,196 | 7,580,000 | 8,317 | 20,698,128 | | | 2023 | 800,000 | — | 9,439,128 | 3,000,666 | 2,832,000 | 8,355 | 16,080,149 | | Brian N. Schell | 2025 | 600,000 | — | 3,194,625(4) | 1,000,001 | 2,315,600 | 8,238 | 7,118,464 | | Chief Financial Officer | 2024 | 600,000 | — | 3,103,270 | 1,000,077 | 2,653,000 | 8,238 | 7,364,585 | | | 2023(5) | 240,909 | — | 8,756,250 | 999,846 | 991,200 | 89 | 10,988,293 | | Jason White | 2025 | 500,000 | — | 3,593,779(4) | 1,125,019 | 1,654,000 | 8,198 | 6,880,996 | | Chief Legal Officer | 2024 | 500,000 | — | 3,491,213 | 1,125,073 | 1,895,000 | 8,198 | 7,019,484 | | | 2023 | 500,000 | — | 3,539,773 | 1,125,254 | 708,000 | 8,222 | 5,881,249 |

  79. Summary Compensation Table

    (1) The amounts in these columns reflect the aggregate accounting grant date fair value of stock and option awards granted to our named executive officers during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures and, for performance-based awards, based on the probable outcome of the performance conditions as of the grant date. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. (2) Amounts reflected for the applicable year reflect annual cash bonuses earned in respect of performance for such year and paid early in the following year. Bonuses earned in respect of 2025 performance are described in “Compensation Discussion and Analysis – Annual Bonus” above. (3) All other compensation for 2025 consists of the following (refer to Benefits and No Excessive Perquisites on page 42):

  80. Summary Compensation Table

    | NAME | 401(K) MATCH | LIFE INSURANCE PREMIUMS | TOTAL OTHER COMPENSATION | | William C. Stone | $8,000 | $396 | $8,396 | | Rahul Kanwar | 8,000 | 317 | 8,317 | | Brian N. Schell | 8,000 | 238 | 8,238 | | Jason White | 8,000 | 198 | 8,198 |

  81. Summary Compensation Table

    (4) Amounts represent the accounting grant date fair value of 2025 RSUs and PSUs granted, as further described under “Compensation Discussion and Analysis – Long-Term Incentive Equity Awards” above. Assuming the maximum level of the performance conditions will be achieved related to the PSUs, the value of these awards would be the following as of the grant date:

  82. Summary Compensation Table

    | | MAXIMUM VALUE | | NAME | 2025 PSUs | | William C. Stone | $16,458,414 | | Rahul Kanwar | 13,166,848 | | Brian N. Schell | 4,389,080 | | Jason White | 4,937,544 |

  83. Summary Compensation Table

    Brian N. Schell was appointed to serve as the Company’s Executive Vice President and Chief Financial Officer effective August 7, 2023.

  84. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth information regarding grants of compensation in the form of plan-based awards made during 2025 to our named executive officers.

  85. 2025 Grants of Plan-Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES | EXERCISE PRICE OF | GRANT DATE FAIR VALUE OF STOCK | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD | TARGET | MAXIMUM | OF STOCK OR UNITS (#) | UNDERLYING OPTIONS (#) | OPTION AWARDS ($/SHARE) | AND OPTION AWARDS ($)(4) | | William | 2/14/2025 | — | — | — | 63,445 | 84,593 | 169,186(3) | — | — | — | 8,229,207 | | C. Stone | 2/14/2025 | — | — | — | — | — | — | 42,297 | — | — | 3,750,052 | | | 2/14/2025 | — | — | — | — | — | — | — | 185,644 | 88.66 | 3,750,009 | | | | 625,000 | 5,000,000 | 12,500,000 | — | — | — | — | — | — | — | | Rahul | 2/14/2025 | — | — | — | 50,757 | 67,675 | 135,350(3) | — | — | — | 6,583,424 | | Kanwar | 2/14/2025 | — | — | — | — | — | — | 33,838 | — | — | 3,000,077 | | | 2/14/2025 | — | — | — | — | — | — | — | 148,515 | 88.66 | 3,000,003 | | | | 500,000 | 4,000,000 | 10,000,000 | — | — | — | — | — | — | — | | Brian | 2/14/2025 | — | — | — | 16,920 | 22,559 | 45,118(3) | — | — | — | 2,194,540 | | N. Schell | 2/14/2025 | — | — | — | — | — | — | 11,280 | — | — | 1,000,085 | | | 2/14/2025 | — | — | — | — | — | — | — | 49,505 | 88.66 | 1,000,001 | | | | 175,000 | 1,400,000 | 3,500,000 | — | — | — | — | — | — | — | | Jason | 2/14/2025 | — | — | — | 19,034 | 25,378 | 50,756(3) | — | — | — | 2,468,772 | | White | 2/14/2025 | — | — | — | — | — | — | 12,689 | — | — | 1,125,007 | | | 2/14/2025 | — | — | — | — | — | — | — | 55,694 | 88.66 | 1,125,019 | | | | 125,000 | 1,000,000 | 2,500,000 | — | — | — | — | — | — | — |

  86. 2025 Grants of Plan-Based Awards

    (1) Reflects the range of payout opportunities under the 2025 annual cash bonus program based on the achievement of established financial performance metrics as described further under “Compensation Discussions and Analysis – Annual Bonus.” (2) Reflects the grant of 2025 PSUs under our Amended and Restated 2023 Stock Incentive Plan, and range of payout opportunities, as described further under “Compensation Discussion and Analysis – Long-Term Incentive Equity Awards – PSUs.” (3) 2025 PSUs vest following the conclusion of the three-year (January 1, 2025 – December 31, 2027) performance period, subject to the satisfaction of performance criteria and continued employment through the date the performance criteria are certified. 2025 PSUs are subject to “double-trigger” acceleration of vesting in connection with a qualifying termination of employment within 24 months following a change in control. The 2025 PSUs also receive dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2025 PSUs. Amount reflects the aggregate accounting grant date fair value of stock awards to our named executive officers, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used by us in the valuation of the equity awards are set forth in Note 14 of the notes to our audited consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning option awards and stock awards that were outstanding as of December 31, 2025.

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | William C. Stone | 300,000 | — | 29.25 | 12/21/2026 | — | — | — | — | | | 350,000 | — | 40.44 | 12/22/2027 | — | — | — | — | | | 500,000 | — | 44.28 | 12/17/2028 | — | — | — | — | | | 450,000 | — | 61.16 | 12/23/2029 | — | — | — | — | | | 225,000 | — | 71.46 | 12/22/2030 | — | — | — | — | | | 178,245 | — | 68.52 | 3/17/2031 | — | — | — | — | | | 408,960 | — | 81.40 | 12/22/2031 | — | — | — | — | | | 144,189(1) | 65,543(1) | 59.17 | 3/2/2033 | 21,950(2) | 1,918,869(3) | 263,395(4) | 23,025,991(3) | | | 100,218(5) | 118,441(5) | 64.54 | 2/22/2034 | 39,782(6) | 3,477,742(3) | 238,690(7) | 20,866,280(3) | | | — | 185,644(8) | 88.66 | 2/14/2035 | 42,820(9) | 3,743,324(3) | 171,279(10) | 14,973,210(3) | | Rahul Kanwar | 50,000 | — | 38.66 | 9/7/2027 | — | — | — | — | | | 180,000 | — | 40.44 | 12/22/2027 | — | — | — | — | | | 100,000 | — | 54.35 | 8/2/2028 | — | — | — | — | | | 300,000 | — | 44.28 | 12/17/2028 | — | — | — | — | | | 275,000 | — | 61.16 | 12/23/2029 | — | — | — | — | | | 140,000 | — | 71.46 | 12/22/2030 | — | — | — | — | | | 110,908 | — | 68.52 | 3/17/2031 | — | — | — | — | | | 318,080 | — | 81.40 | 12/22/2031 | — | — | — | — | | | 115,352(1) | 52,434(1) | 59.17 | 3/2/2033 | 17,560(2) | 1,535,095(3) | 210,716(4) | 18,420,793(3) | | | 80,175(5) | 94,753(5) | 64.54 | 2/22/2034 | 31,825(6) | 2,782,142(3) | 190,951(7) | 16,692,936(3) | | | — | 148,515(8) | 88.66 | 2/14/2035 | 34,257(9) | 2,994,747(3) | 137,024(10) | 11,978,638(3) | | Brian N. Schell | 36,098(11) | 25,784(11) | 56.29 | 8/15/2033 | 39,860(12) | 3,484,561(3) | 73,589(4) | 6,433,150(3) | | | 26,725(5) | 31,585(5) | 64.54 | 2/22/2034 | 10,609(6) | 927,439(3) | 63,651(7) | 5,564,370(3) | | | — | 49,505(8) | 88.66 | 2/14/2035 | 11,420(9) | 998,336(3) | 45,676(10) | 3,992,996(3) | | Jason White | 50,000 | — | 61.16 | 12/23/2029 | — | — | — | — | | | 60,000 | — | 71.46 | 12/22/2030 | — | — | — | — | | | 163,584 | — | 81.40 | 12/22/2031 | — | — | — | — | | | 28,257(1) | 19,663(1) | 59.17 | 3/2/2033 | 6,585(2) | 575,661(3) | 79,020(4) | 6,907,928(3) | | | 30,066(5) | 35,532(5) | 64.54 | 2/22/2034 | 11,935(6) | 1,043,358(3) | 71,608(7) | 6,259,971(3) | | | — | 55,694(8) | 88.66 | 2/14/2035 | 12,846(9) | 1,122,997(3) | 51,384(10) | 4,491,989(3) |

  89. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) These time-based options vest as to 25% of the number of shares underlying the option on March 2, 2024 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on March 2, 2027, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. (2) These RSUs vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, March 2, 2023, until fully vested on March 2, 2026, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 824; (ii) Mr. Kanwar – 659; and (iii) Mr. White – 247. (3) The value of unvested and unearned RSUs and PSUs is calculated by multiplying the number of unvested and unearned units held by each named executive officer by $87.42 (the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025). (4) These 2023 PSUs have the potential to vest at the end of a three-year performance period based on a 3-Year EPS Growth performance metric. The performance period was from January 1, 2023 – December 31, 2025. The number of units of stock included in the table above represent the number of shares which can be earned based on achieving maximum performance goals. In February 2026, the performance criteria were measured and the PSUs vested at 200% of target. The 2023 PSUs also received dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2023 PSUs in the form of additional shares. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 9,887; (ii) Mr. Kanwar – 7,910; (iii) Mr. Schell – 2,527; and (iv) Mr. White – 2,966. These time-based options vest as to 25% of the number of shares underlying the option on February 22, 2025 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on February 22, 2028, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. These RSUs vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, February 22, 2024, until fully vested on February 22, 2027, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 1,046; (ii) Mr. Kanwar – 836; (iii) Mr. Schell – 279 and (iv) Mr. White – 314. (7) These 2024 PSUs have the potential to vest at the end of a three-year performance period based on a 3-Year EPS Growth performance metric. The performance period is from January 1, 2024 – December 31, 2026. The number of units of stock included in the table above represent the number of shares which can be earned based on achieving maximum performance goals. The 2024 PSUs also receive dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2024 PSUs in the form of additional shares. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 6,274; (ii) Mr. Kanwar – 5,019; (iii) Mr. Schell – 1,673; and (iv) Mr. White – 1,882. (8) These time-based options vest as to 25% of the number of shares underlying the option on February 14, 2026 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on February 14, 2029, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control . (9) These RSUs vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, February 14, 2025, until fully vested on February 14, 2028, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 523; (ii) Mr. Kanwar – 419; (iii) Mr. Schell – 140 and (iv) Mr. White – 157. (10) These 2025 PSUs have the potential to vest at the end of a three-year period based on a 3-Year EPS Growth performance metric. The performance period is from January 1, 2025 – December 31, 2027. The number of units of stock included in the table above represent the number of shares which can be earned based on achieving maximum performance goals. The 2025 PSUs also receive dividend equivalents in the amount of any dividends or distributions declared on shares while the award is outstanding, which dividend equivalents vest and pay out at the same time and in the same form as the underlying 2025 PSUs in the form of additional shares. The numbers of units in the table include the following dividend equivalents for each NEO: (i) Mr. Stone – 2,093; (ii) Mr. Kanwar – 1,674; (iii) Mr. Schell – 558; and (iv) Mr. White – 628. (11) These time-based options vested as to 25% of the number of shares underlying the option on August 15, 2024 and vest as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on August 15, 2027, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. (12) These RSUs vest as to one-third of the number of shares underlying the grant on each of the first three anniversaries of the grant date, August 15, 2023, until fully vested on August 15, 2026, subject to “double-trigger” acceleration of vesting in connection with a qualifying termination within 24 months following a change of control. The number of units in the table includes dividend equivalents of 1,369.

  90. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth information concerning stock options that were exercised and stock awards that vested by our named executive officers in 2025 and the values realized.

  91. 2025 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | William C. Stone | 420,000 | 19,807,200 | 41,328 | 3,671,452 | | Rahul Kanwar | — | — | 33,062 | 2,937,126 | | Brian Schell | — | — | 44,856 | 3,904,104 | | Jason White | 71,000 | 2,628,242 | 12,400 | 1,101,535 |

  92. 2025 Option Exercises and Stock Vested

    (1) The dollar value realized on exercise represents the difference between the market value of the shares at the time of exercise and the respective per-share exercise price of the options. The dollar value realized on vesting of stock awards represents the market value of the shares on the applicable vesting date.

  93. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control

  94. William C. Stone

    | PAYMENTS TO WILLIAM C. STONE UPON TERMINATION OR CHANGE OF CONTROL | TERMINATION WITHOUT CAUSE, FOR GOOD REASON OR UPON NOTICE OF NON-RENEWAL ($) | FOR CAUSE OR WITHOUT GOOD REASON(1) ($) | CHANGE OF CONTROL ($) | TERMINATION WITHOUT CAUSE, FOR GOOD REASON OR UPON NOTICE OF NON- RENEWAL IN CONNECTION WITH A CHANGE OF CONTROL ($) | DISABILITY ($) | DEATH ($) | | Base salary | 2,000,000(2) | — | — | 2,000,000(2) | — | — | | Annual bonus | 14,190,000(3) | — | — | 14,190,000(3) | 7,095,000(4) | 7,095,000(4) | | Stock options and stock awards | — | — | — | 72,566,900(5) | 55,629,337(6) | 55,629,337(6) | | Health and welfare benefits | 1,705(7) | — | — | 1,705(7) | — | — | | Disability benefits | — | — | — | — | — | — | | Life insurance proceeds | — | — | — | — | — | — | | Total | 16,191,705 | — | — | 88,758,605 | 62,724,337 | 62,724,337 |

  95. Brian N. Schell

    | PAYMENTS TO BRIAN N. SCHELL UPON TERMINATION OR CHANGE OF CONTROL | TERMINATION WITHOUT CAUSE, FOR GOOD REASON OR UPON NOTICE OF NON-RENEWAL ($) | TERMINATION WITHOUT CAUSE OR FOR GOOD REASON IN CONNECTION WITH A CHANGE OF CONTROL ($) | DISABILITY ($) | DEATH ($) | | Base salary | 600,000(1) | 600,000(1) | — | — | | Annual bonus | 1,400,000(2) | 1,400,000(2) | — | — | | Stock options and stock awards | — | 22,926,113(3) | 18,409,315(4) | 18,409,315(4) | | Total | 2,000,000 | 24,926,113 | 18,409,315 | 18,409,315 |

  96. 2025 Pay Ratio Disclosure

    2025 Pay Ratio Disclosure

  97. Pay Ratio

    Pay Ratio In accordance with the requirements of the Pay Ratio Rule, we are providing the following estimated information for 2025: • the annual total compensation of our Chief Executive Officer was $25,007,664; • the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $71,385; and • the ratio of these two amounts was 350 to 1. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. The methodology we used to calculate our median employee is described below.

  98. 2025 Pay versus Performance

    2025 Pay versus Performance The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022 and 2021. The table also provides information on our cumulative TSR, the cumulative TSR of our 2025 Peer Group, Net Income and Adjusted Consolidated EBITDA over such years in accordance with SEC rules.

  99. 2025 Pay versus Performance

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR | AVERAGE COMPENSATION ACTUALLY PAID TO | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (A)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (B) | COMPENSATION ACTUALLY PAID TO PEO (C)(3) | NON-PEO NAMED EXECUTIVE OFFICERS (D) | NON-PEO NAMED EXECUTIVE OFFICERS (E)(3) | TOTAL SHAREHOLDER RETURN (F)(4) | PEER GROUP TOTAL SHAREHOLDER RETURN (G)(4) | NET INCOME (H)(5) | ADJUSTED CONSOLIDATED EBITDA (I)(6) | | 2025 | 25,007,664 | 52,568,379 | 11,335,760 | 23,635,188 | 128.08 | 221.73 | $798.7 million | $2,462.3 million | | 2024 | 25,870,693 | 32,403,858 | 11,694,066 | 15,046,583 | 109.69 | 176.05 | $761.7 million | $2,281.0 million | | 2023 | 20,098,164 | 18,813,540 | 9,685,286 | 9,263,980 | 87.22 | 140.53 | $608.6 million | $2,107.7 million | | 2022 (2) | 12,810,392 | (19,755,647) | 5,421,332 | (8,792,406) | 73.17 | 102.01 | $649.0 million | $2,006.1 million | | 2021 | 22,981,889 | 28,938,956 | 9,169,220 | 8,831,721 | 113.74 | 130.41 | $800.6 million | $2,064.8 million |

  100. 2025 Pay versus Performance

    (1) For each of the years presented above, William Stone was our Principal Executive Officer (PEO). Average compensation for non-PEO named executive officers includes the following individuals: (i) for 2025 and 2024, Rahul Kanwar, Brian Schell, and Jason White , (ii) for 2023, Rahul Kanwar, Brian Schell, Patrick Pedonti and Jason White, (iii) for 2022, Rahul Kanwar, Patrick Pedonti and Jason White; and (iv) for 2021, Rahul Kanwar, Patrick Pedonti, Jason White and Joseph Frank. Due to the redesign of our executive compensation program during 2022, the compensation mix for our NEOs did not reflect a normalized allocation of compensation elements. The only long-term equity incentives granted to our NEOs in 2022 were PSUs granted in respect of bonuses earned for the 2021 fiscal year. We did not otherwise grant annual equity incentives during 2022 to our NEOs. Accordingly, the amounts reported in the Summary Compensation Table for 2022 did not reflect our normalized go-forward annual compensation mix for our NEOs. Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEOs in each of 2025, 2024, 2023, 2022 and 2021 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2025, see page 32 of this proxy statement.

  101. 2025 Pay versus Performance

    | | 2025 | | | | PRINCIPAL EXECUTIVE OFFICER | NON-PEO NAMED EXECUTIVE OFFICERS | | Summary Compensation Table Total | 25,007,664 | 11,335,760 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (15,729,268) | (7,165,643) | | Plus Fair Value for Awards Granted in the Covered Year | 10,765,235 | 4,904,215 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 30,089,048 | 13,541,118 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 2,435,700 | 1,019,738 | | Compensation Actually Paid | 52,568,379 | 23,635,188 |

  102. 2025 Pay versus Performance

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. The assumptions included in the fair value of equity awards included in the calculation of Compensation Actually Paid differ from those previously disclosed as of the grant date of such awards primarily due to the lapse of time following the date of grant and, in the case of stock options, a change in the expected term of the options. The change in expected term of the options also impacts the determination of the expected volatility and risk-free interest rate. (4) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021 , respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group utilized for purposes of TSR is the Nasdaq Technology Dividend TR Index, as set forth in Item 5 of our Annual Report on Form 10-K filed for the fiscal year ending December 31, 2025. (5) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. (6) The most important financial performance measures used to link compensation for the most recently completed fiscal year were the following:

  103. 2025 Pay versus Performance

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

  104. 2025 Pay versus Performance

    These financial measures generally reflect those used internally to measure the Company’s performance and represent key drivers of sustainable stockholder value creation for our Company. We do not consider any one of the above performance measures, taken in isolation, to be the most important financial measure for our executive compensation design. However, for purposes of the table above, we have deemed Adjusted Consolidated EBITDA attributable to SS&C common stockholders as our “most important” financial measure used to link our NEO’s compensation with performance because it is a key component of our 2025 annual bonus program and critical indicator of the Company’s growth and financial health used by our investors and stockholders. For more detail on we link these measures with performance of our NEOs, see “Compensation Discussion and Analysis — Design and Structure of Executive Compensation” on page 35 of this proxy statement. The following tables reflect additional information regarding the relationships between the items included in the Pay Versus Performance Table above over the covered years:

  105. Compensation Actually Paid Compared to Cumulative Total Shareholder Return and Peer Group Total Shareholder Return

    Compensation Actually Paid Compared to Cumulative Total Shareholder Return and Peer Group Total Shareholder Return

  106. Compensation Actually Paid Compared to Net Income

    Compensation Actually Paid Compared to Net Income

  107. Compensation Actually Paid Compared to Adjusted Consolidated EBITDA

    Compensation Actually Paid Compared to Adjusted Consolidated EBITDA