SS&C Technologies : Notice of 2025 Annual Meeting and Proxy Statement
SSNC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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1
SS&C Notice of 2025 Annual Meeting of Stockholders SS&C Technologies Holdings, Inc. | ssctech.com
For close to 40 years, SS&C has developed the technology and services to power our clients' success. With industry-specific solutions from the alternatives space to healthcare to wealth management, SS&C is leading the way toward the future.
2024 Company Highlights and Awards
8
Consecutive years of increased dividends since 2017
$982.4M
Capital returned to shareholders via buybacks and dividends
70%
Engagement of 14 out of our top 20 shareholders, and approximately 58% shares outstanding*
97%
Average asset management customer satisfaction rating
SS&C Black Diamond Wealth Platform named winner in the
Portfolio Management category by Family Wealth
Report Awards 2024.
*excludes shares held by our CEO
SS&C Advent (Advent Portfolio Exchange and Geneva) ranked the best accounting system provider by Waters Rankings 2024. SS&C was also noted as best buy-side OMS provider.
SS&C Algorithmics ranked the best market risk management product of the year by Risk Markets Technology Awards 2024.
SS&C Blue Prism recognized for the 7th year as an RPA leader in Everest Group's RPA
PEAK Matrix Assessment.
Notice of 2025 Annual Meeting of Stockholders
The Board of Directors of SS&C Technologies cordially invites you to attend the
2025 Annual Meeting of Stockholders.
May 21, 2025 (Wednesday) 9:00 a.m. Eastern Time
The Annual Meeting will be held online atwww.virtualshareholdermeeting.com/SSNC2025
Stockholders as of March 25, 2025 are entitled to vote.
How to Vote
Voting Items
VOTE BY INTERNET
Before the meeting - Registered Owners visitwww.proxyvote.comor scan the QR Barcode below
Proposals
Board Vote Recommendation For Further
Details
Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. ET on May 20, 2025.
During the meeting - Registered Owners visitwww.virtualshareholdermeeting.com/SSNC2025
1. To elect three Class III Directors to the Board of Directors, to serve for a term ending at the 2028 annual meeting or until their respective successors have been duly elected and qualified
"FOR" each director nominee
Page 9
2. To approve, on an advisory basis, the compensation of our named executive officers
"FOR"
Page 30
VOTE BY TELEPHONE
Registered Owners in the U.S. or Canada dial toll-free 1-800-690-6903
Vote by 11:59 p.m. ET on May 20, 2025.
3. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025
"FOR"
Page 57
4. To approve the SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan
"FOR"
Page 59
VOTE BY SCANNING
By scanning this QR code using your tablet or smartphone
Scan this QR code to vote with your mobile device (may require free software)
And to transact any other business that is properly presented at the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2025 annual meeting virtually, we hope you will take the time to vote your shares. If your shares are held in "street name," meaning held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. Even if you plan to attend the 2025 Annual Meeting of Stockholders, please vote. You can change your vote at the meeting if you choose to do so.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
To vote you will need the Control Number included on your proxy card, voting instructions form or Notice of Internet Availability of Proxy Materials.
The telephone and internet voting facilities will close at 11:59 p.m. ET on May 20, 2025.
By Order of the Board of Directors,
Jason White
Senior Vice President, General Counsel and Secretary Dated: April 3, 2025
Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on May 21, 2025.
We are first making available and/or mailing this proxy statement and the accompanying proxy at no charge on or about April 3, 2025 to our stockholders of record as of March 25, 2025. Our stockholders will not receive paper copies of our proxy materials, as we will use the internet as our key means of furnishing proxy materials to our stockholders, under the "Notice and Access" method permitted by the SEC. We will send these stockholders a notice with instructions for accessing the proxy materials and voting via the internet. Stockholders may also receive our annual meeting materials in paper form at no charge. Please see "How We Use Notice & Access" on page 71 for more information. In addition, we will furnish copies of the exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 upon written request of any stockholder. Please address all such requests to SS&C Investor Relations at 80 Lamberton Road, Windsor, Connecticut 06095.
This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available for viewing, printing and downloading athttp://www.ssctech.com/2025annualmeeting. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are also available on the SEC's website athttp://www.sec.gov.
SS&C 2025 PROXY STATEMENT
1
Letter from our CEO and Chairman
Dear Fellow Stockholders,
Thank you for your continued confidence. Our Company reported record revenues and earnings.
The higher growth reflects our focus on client service, expansion of our capabilities, and investment in our people.
SS&C reported 2024 GAAP revenue of $5,882.0 million, $1,343.5 million in GAAP operating income, and $3.00 in GAAP diluted earnings per share. On an adjusted basis, we posted $5.41 in diluted earnings per share, and $2,281 million in adjusted consolidated EBITDA. We continue to invest in our business to drive organic growth, and spent $584 million on sales and marketing which is up significantly as is the $518 million spent on research and development. Despite growth in those expenditures, we improved our profitability and exited the year with a 38.8% adjusted consolidated EBITDA margin.
In 2024, SS&C posted strong organic growth of 6.1%. SS&C generated cash flow from operations of $1,389 million, a 14.3% increase from 2023. We bought back 10.6 million shares, at an average price of $69.15 per share, and paid $245 million in dividends, returning 45% of available cash flow. We paid down $510 million in debt, bringing our net leverage ratio to 2.98x, and our secured net ratio to 1.72x.
Additionally, this year we completed the acquisition of Battea Class Action Services, which is a natural cross sell. The opportunity for lift outs, client growth, geographic expansion, and continued
"Our Company reported record revenues and earnings.
implementation of DomaniRx is exciting.
The higher growth reflects our focus on client service, expansion of our capabilities, and investment in our people."
We remain committed to maximizing shareholder value and continue to believe in our stock. With industry tailwinds in financial services and with potential for improvement in the M&A markets, we are focused on driving opportunity.
Sincerely,
William C. Stone
Chairman of the Board & Chief Executive Officer
Letter from our Lead Independent Director
Dear Fellow Stockholders,
As Lead Independent Director of the SS&C Board of Directors, I am pleased to report that SS&C demonstrated strong execution in 2024 with consistent financial results, profitability, and a strengthening balance sheet. We achieved record-breaking annual revenues and earnings while maintaining our commitment to investment to drive future growth. Here is an update on the Company's accomplishments these past twelve months.
Our Board of Directors remains focused on long-term value creation for our shareholders. We continue to invest in our business, improve our offerings, and develop our top talent. Our client service focus is a top differentiator and contributes to our strong customer retention rate. We remain committed to listening to our customers and shareholders and keeping up with applicable legal and regulatory requirements in a fast-changing world. Our Board continues to engage with shareholders, and incorporating their feedback into the Board's decision-making process remains a priority. From May 2024 to March 2025, SS&C met with 14 of our top 20 stockholders, and approximately 58% of our outstanding shares (excluding shares held by our CEO).
As part of our ongoing effort to ensure the success and long-term growth of the company, the Nominating and Governance Committee of our Board of Directors remained engaged in its comprehensive director search after onboarding Debra Walton-Ruskin last year. The Board reviewed many candidates, based on referrals and recommendations from Board members and management and through the services of a market leading third-party director search firm. On March 24, 2025, the Board unanimously elected Francesco Vanni d'Archirafi to the Board to fill a vacancy, upon the nomination and recommendation of the Nominating and Governance Committee. Francesco brings a wealth of talents, experience, and insights, and I am pleased to welcome him to the Board.
Our Board continues to keep investors, customers, employees, and partners top of mind. We look forward to strengthening the business via accretive acquisitions, pursuit of strategic initiatives and further strengthening of our financial results. On behalf of SS&C's Board of Directors, thank you for your support as shareholders.
Sincerely,
Jonathan E. Michael
Lead Independent Director
SS&C 2025 PROXY STATEMENT 3
Table of Contents
Notice of 2025 Annual Meeting of StockholdersLetter from our CEO and Chairman
Letter from our Lead Independent Director2025 Proxy Summary
Annual Meeting OverviewVoting Matters
Election of Class III DirectorsSS&C Core Values
2024 Performance HighlightsStockholder Engagement
Commitment to Strong Corporate Governance Practices Proposal One: Election of Class III Directors
Board Structure
Number of Board Members Board Members Elections
Class III Director Nominees to be Elected at the 2025 Annual Meeting
Board Skills and Experience Matrix Director Biographies
Executive Officers Who Are Not Directors Criteria of Director Nominees
Director Nomination Process Succession Planning
Board Size
Director Service on Other Public Company Boards Board Determination of Independence
Board Meetings and Attendance
Director Attendance at Annual Meeting of Stockholders Board Leadership Structure and Composition
Role of the Lead Independent Director Board Membership Changes
Board Committees
Board Oversight Risk Oversight Cybersecurity Oversight ESG Oversight
Stockholder Communications with our Board
1 Proposal Two: Advisory Vote to Approve Named
2 Executive Officer Compensation 30
3 Compensation Discussion and Analysis 31
5 Our Compensation Program 31
5 Performance Goals Promote Strategic Execution and
5 Shareholder Value Creation 33
5 2024 Performance Highlights 33
6 Pay for Performance 34
6 Compensation Best Practices 34
7 Executive Compensation Tables 46
8 2024 Option Exercises and Stock Vested 49
9 Potential Payments upon Termination or Change of Control 50
9 Equity Compensation Plan Information 52
9 2024 Pay Ratio Disclosure 53
9 2024 Pay Versus Performance 54
Proposal Three: Ratification of Selection of Independent
10 Registered Public Accounting Firm 57
11 Fees Paid to PricewaterhouseCoopers LLP 57
13 Audit Committee Approval Policies and Procedures 58
17 Report of the Audit Committee 58
18 Proposal Four: Approval of SS&C Technologies Holdings,
18 Inc. Second Amended and Restated 2023 Stock Incentive
19 Plan 59
19 Ownership of Our Common Stock 68
19 General Information About the 2025 Annual Meeting 70
20 Voting Procedures 70
20 Revocation of Proxies 71
20 Stockholders Entitled to Vote 71
20 Quorum 71
20 Votes Required 71
20 Solicitation of Proxies 71
21 How We Use Notice & Access 71
24 How to Attend the Virtual Annual Meeting 71
24 Other Matters 73
24 Stockholder Proposals and Director Nominations 73
25 Householding of Proxies 73
25 Appendix A: Non-GAAP Financial Measures 74
Social Highlights 25
Other Governance Matters 25
Non-Employee Director Compensation 28
FORWARD-LOOKING STATEMENTS
Appendix B: SS&C Technologies Holdings, Inc. Second
Amended and Restated 2023 Stock Incentive Plan 78
This proxy statement contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 or within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe" or other words of similar meaning. Forward-looking statements provide SS&C Technologies Holdings, Inc.'s current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause SS&C Technologies Holdings, Inc.'s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described in SS&C Technologies Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024. SS&C Technologies Holdings, Inc. does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.
No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.
This summary highlights information relevant to certain proposals being voted on at the Annual Meeting. Additional discussion of these proposals is contained elsewhere in this proxy statement, which we encourage you to review in its entirety.
Annual Meeting Overview
DATE AND TIME
May 21, 2025 at 9:00 a.m. ET
Voting Matters
Proposal
LOCATION
Virtual meeting:www.virtualshareholdermeeting.com/SSNC2025
1 2 3 4
Election of Class III Directors Advisory Vote to Approve Named Executive Officer Compensation Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025
Approval of SS&C Technologies Holdings, Inc. Second Amended and Restated 2023 Stock Incentive Plan
RECORD DATE
March 25, 2025
Board Recommendation Page
FOR
9
FOR
30
FOR
57
FOR
59
Election of Class III Directors
The Board recommends that you vote "FOR" the election of each of the below nominees to serve as Class III Directors until the 2028 Annual Meeting of Stockholders.
NOMINEES
Smita Conjeevaram, 64
Retired Chief Financial Officer-Credit Hedge Funds and Deputy Chief Financial Officer-Credit Funds of the Fortress Investment Group LLC
DIRECTOR SINCE INDEPENDENT CURRENT COMMITTEES
2015
Audit (Chair)
William C. Stone, 70
Chairman of the Board and Chief Executive Officer, SS&C Technologies Holdings, Inc.
1986
None
Francesco Vanni d'Archirafi, 65
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.
2025
None
PROXY SUMMARY
SS&C Core Values
SS&C is committed to the success of our clients and employees. As a leading financial services, health and technology company, SS&C continues to push innovation, be stewards in our community and operate with integrity.
Accountability
We are responsible for delivering success for our customers.
Respect
We demand the highest levels out of everyone we work with and win as a team.
Innovation
Our commitment is never to rest, and good enough is never good enough.
2024 Performance Highlights
Community
We pride ourselves in helping those around us.
We are pleased with the Company's operating performance in 2024, as shown by these results:
Focus
We relentlessly create and use our technology to create digital processes that deliver great experiences and unlock productivity.
$3.00
GAAP Diluted EPS
25.5% from 2023
$760.5M
Net Income(1)
25.3% from 2023
$5,882.0M $5.41
GAAP Revenue6.9% from 2023
Adjusted Diluted EPS(2)16.3% from 2023
$2,281.0M $5,885.7M $1,388.6M 2.89x
Adjusted Consolidated EBITDA(2)
8.2% from 2023
Adjusted Revenue(2)6.9% from 2023
Generated net cash from operating activities
14.3% from 2023
Consolidated net leverage ratio
from 3.05x at end of 2023
6.1%
Organic revenue growth
from 2023
$737.5M
Repurchased treasury stock
56.4% from 2023
(1) Reflects net income attributable to SS&C common stockholders.
$510.1M
Net debt repayments
(2) See Appendix A for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.
$244.9M
Dividends paid
10.9% from 2023
Disclaimer
SS&C Technologies Holdings Inc. published this content on April 03, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 03, 2025 at 20:49 UTC.