SS&C Technologies (NASDAQ: SSNC) pairs 2026 proxy votes with 2025 record growth
Rhea-AI Filing Summary
SS&C Technologies Holdings is asking stockholders to vote on four items at its 2026 annual meeting, including electing three Class I directors, approving executive pay on an advisory basis, ratifying PricewaterhouseCoopers as auditor, and amending the 2023 stock incentive plan.
The company highlights record 2025 financial results, with GAAP revenue of $6,272.2 million, GAAP operating income of $1,436.7 million, GAAP diluted EPS of $3.15, and adjusted revenue of $6,276.2 million, up 6.6% from 2024. Adjusted consolidated EBITDA reached $2,462.3 million and adjusted diluted EPS was $6.14. Operating cash flow was $1,744.8 million, up 25.7% from 2024.
SS&C returned over $1 billion to stockholders through repurchasing 12.3 million shares and paying $253.8 million in dividends, while repaying $628.1 million of debt and completing the acquisition of Calastone. The proxy also emphasizes long-term “pay for performance” compensation, extensive stockholder engagement, and governance practices such as a Lead Independent Director, majority voting for directors, clawback policies, and cybersecurity and AI oversight.
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Key Figures
Key Terms
relative TSR modifier financial
clawback policies regulatory
majority voting regulatory
classified Board regulatory
non-GAAP financial measures financial
stock ownership guidelines financial
Compensation Summary
| Name | Title | Total Compensation |
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| William C. Stone | ||
| Rahul Kanwar | ||
| Brian N. Schell | ||
| Jason White |
- Election of three Class I directors
- Advisory vote to approve named executive officer compensation
- Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026
- Approval of Third Amended and Restated 2023 Stock Incentive Plan
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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CHECK THE APPROPRIATE BOX: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PROXY SUMMARY
Stockholder Engagement
We actively engage with our stockholders throughout the year. This helps us appreciate the issues that are important to our stockholders and gives us their perspective on SS&C’s operations and strategy, executive compensation, capital allocation, and corporate governance. Our Board considers the feedback we receive from stockholders as critical to our long-term growth and success, and the discussion participants include members of our Board along with senior management.
We consider feedback on executive compensation matters with input and advice from the Compensation Committee's independent compensation advisors at Frederic W. Cook & Co. (“FW Cook”) to ensure alignment of our compensation program with prevailing market practice and focus on sustained, long-term stockholder value creation. We appreciate the willingness of our stockholders’ to engage and provide their perspectives. From May 2025 to March 2026, we met with 13 of our top 20 stockholders, and approximately 53% of our outstanding shares (excluding shares held by our CEO). For additional details regarding engagement with stockholders and consideration of their feedback to our executive compensation program, see the Compensation Discussion & Analysis-Stockholder Engagement on Say-On-Pay on page 33 of this proxy statement.
Commitment to Strong Corporate Governance Practices
Strong corporate governance and high ethical standards are instrumental to succeed in the market and create long-term value for our stockholders. Among our other practices, the following highlight our commitment to corporate governance:
SS&C 2026 PROXY STATEMENT | 7 |
PROXY SUMMARY
8 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
Class I Director Nominees to be Elected at the 2026 Annual Meeting
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Normand A. Boulanger, 64 Independent Vice Chair of the Board, SS&C Technologies Holdings, Inc. Director since 2006 |
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David A. Varsano, 64 Independent Chairman of the Board and Chief Executive Officer, Pacific Packaging Products Director since 2011 |
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Michael J. Zamkow, 70 Independent Retired Partner, Goldman Sachs Director since 2014 |
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Audit Committee |
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Nominating and Governance |
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10 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
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.
Director Skills and Experience |
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Normand A. Boulanger |
Smita Conjeevaram |
Jonathan E. Michael |
William C. Stone |
Francesco Vanni d’Archirafi |
David A. Varsano |
Debra Walton-Ruskin |
Michael J. Zamkow |
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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. |
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Governance/Public Company Board: Experience or expertise in corporate governance matters, including through service on the boards of other public companies. |
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Industry Experience: Experience in the Company’s industries, including financial services and healthcare software and software-enabled services. |
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Investments/Strategy and Corporate Development: Strategic experience in business development and/or M&A, including experience developing and implementing growth strategies. |
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Financial Expertise: Financial experience, including experience in accounting, financial planning, financial reporting processes, financial controls structures, capital allocation, financial markets. |
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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. |
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Client Relations/Sales/Marketing: Experience in facilitating and managing revenue-sensitive relationships, including marketing activities to existing and new clients of an organization. |
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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. |
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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. |
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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. |
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Complex Organization Leadership Skills: Experience in a significant leadership role with a large, complex business or material business unit of a multinational organization. |
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* Directors currently serving on the Audit Committee who have been determined to be Audit Committee financial experts by the Board.
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SS&C 2026 PROXY STATEMENT | 11 |
ELECTION OF DIRECTORS
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.
Class I Directors Nominees to be Elected at the 2026 Annual Meeting
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Normand A. Boulanger Vice Chair of the Board, SS&C Technologies Holdings, Inc. |
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Independent Director since: 2006 Age: 64 Term Expires: 2026 Committees: None |
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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. |
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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. |
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David A. Varsano Chairman of the Board and Chief Executive Officer, Pacific Packaging Products |
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Independent Director since: 2011 Age: 64 Term Expires: 2026 Committees: Audit Committee, Nominating and Governance Committee (Chair) |
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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. |
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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. |
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12 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
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Michael J. Zamkow Retired Partner, Goldman Sachs |
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Independent Director since: 2014 Age: 70 Term Expires: 2026 Committees: Compensation Committee |
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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. |
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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. |
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Class II Directors
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Jonathan E. Michael Retired Chief Executive Officer, RLI Corp. |
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Lead Independent Director Independent Director since: 2010 Age: 72 Term Expires: 2027 Committees: Compensation Committee, Nominating and Governance Committee |
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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. |
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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. |
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SS&C 2026 PROXY STATEMENT | 13 |
ELECTION OF DIRECTORS
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Debra Walton-Ruskin Retired Chief Revenue Officer, London Stock Exchange Group |
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Independent Director since: 2024 Age: 65 Term Expires: 2027 Committees: Audit Committee, Nominating and Governance Committee |
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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. |
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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. |
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Class III Directors
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Smita Conjeevaram Retired Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – |
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Independent Director since: 2015 Age: 65 Term Expires: 2028 Committees: Audit Committee (Chair) |
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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. |
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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. |
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14 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
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William C. Stone Chairman of the Board and Chief Executive Officer, SS&C Technologies Holdings, Inc. |
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Director since: 1986 Age: 71 Term Expires: 2028 Committees: None |
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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. |
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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. |
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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. |
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Independent Director since: 2025 Age: 66 Term Expires: 2028 Committees: Compensation Committee, Nominating and Governance Committee |
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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. |
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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. |
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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.
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Rahul Kanwar |
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President and Chief Operating Officer |
Brian N. Schell |
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Executive Vice President and Chief Financial Officer |
Jason White |
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Senior Vice President, General Counsel and Secretary |
SS&C 2026 PROXY STATEMENT | 15 |
ELECTION OF DIRECTORS
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Rahul Kanwar President and Chief Operating Officer Age: 51 |
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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. |
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Brian N. Schell Executive Vice President and Chief Financial Officer Age: 60 |
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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. |
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Jason White Senior Vice President, General Counsel and Secretary Age: 56 |
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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. |
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16 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
position. Directors who are engaged in active, full-time employment, for example, could have less time to devote to board service. Our Corporate Governance Guidelines provide that without obtaining the approval of the Board:
Board Determination of Independence
Under the applicable rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that none of Mses. Conjeevaram or Walton-Ruskin, nor Messrs. Boulanger, Michael, Vanni d’Archirafi, Varsano or Zamkow has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of Nasdaq.
Board Meetings and Attendance
During the fiscal year ended December 31, 2025, which we refer to as fiscal 2025, the Board met four times. During fiscal 2025, the Audit Committee held eight meetings; the Compensation Committee held five meetings; and the Nominating and Governance Committee held four meetings. Each of our current directors attended at least 75% of the aggregate of the total number of meetings of the Board and of the Board committees of which she/he was a member during fiscal 2025.
Director Attendance at Annual Meeting of Stockholders
We do not have a formal policy regarding directors’ attendance at annual meetings, but all of our directors are encouraged to attend our annual meetings. All of our Board members attended our 2025 Annual Meeting of Stockholders.
Board Leadership Structure and Composition
Mr. Stone has served as Chairman of the Board of Directors and Chief Executive Officer for forty years, since our inception in 1986, and the provisions of the Stockholders Agreement require that so long as Mr. Stone is a member of the Board and the Chief Executive Officer of the Company, he shall serve as Chairman of the Board. We believe that this leadership structure has been effective for us in having one person serve as both Chief Executive Officer and Chairman of the Board, which shows our employees, customers and other constituencies that we are under strong leadership, with a single person both setting the tone and having primary responsibility for managing our operations. We maintain the position of a Lead Independent Director, currently held by Mr. Michael, to act as a strong counterbalance to the combined Chief Executive Officer and Chairman role. We also believe that this leadership structure eliminates the potential for duplication of efforts and inconsistent actions and facilitates open communication between management and the Board. In addition, the Board believes its approach to risk oversight, as more fully discussed below in “Risk Oversight,” helps ensure that the Board is able to effectively perform its risk oversight responsibilities under various leadership structures.
Role of the Lead Independent Director
The Corporate Governance Guidelines require the Board to designate a Lead Independent Director, based on the recommendation of the Nominating and Governance Committee, if the role of the Chairman is combined with that of the Chief Executive Officer. Mr. Michael currently serves as Lead Independent Director. The Board believes that Mr. Michael’s tenure and extensive experience in the financial services industry and at insurance companies enable him to bring valuable and independent views to the boardroom. Below is a summary of the key duties and responsibilities of our Lead Independent Director as set forth in our Corporate Governance Guidelines:
SS&C 2026 PROXY STATEMENT | 19 |
ELECTION OF DIRECTORS
• discussing with the independent auditor its responsibilities under generally accepted auditing standards, reviewing and approving the planned scope and timing of the independent auditor’s annual audit plan(s), and discussing significant findings from the audit and any problems or difficulties encountered, including any restrictions on the scope of the auditor’s activities or on access to requested information, and any significant disagreements with management; • obtaining and reviewing reports from the Company’s independent auditor (a) describing its internal quality-control procedures, (b) describing any material issues raised by (i) the most recent internal quality-control review, peer review or Public Company Accounting Oversight Board review of the independent auditing firm or (ii) any inquiry or investigation by governmental or professional authorities within the preceding five years regarding independent audits carried out by the auditing firm and any steps taken to deal with any such issues, and (c) describing all relationships between the independent auditor and the Company consistent with applicable independence requirements of the PCAOB; • establishing policies for the Company’s hiring of current or former employees of the independent auditor; • reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition,” before such financial statements and related disclosures are filed with the Securities and Exchange Commission (“SEC”); • directing the independent registered public accounting firm to use its best efforts to perform all reviews of interim financial information prior to disclosure by the Company; • coordinating the Board’s oversight of internal control over financial reporting, disclosure controls and procedures and our code of business conduct and ethics; • overseeing our risk assessment and risk management policies; • reviewing the Company’s information security controls and procedures and the process and procedures for managing cybersecurity risks; • discussing the Company’s policies with respect to risk assessment and risk management; • discussing generally the type and presentation of information to be disclosed in the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts, rating agencies and others; • reviewing with management, the internal auditors and the independent auditor (a) any analyses or other written communications prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, (b) the effect of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures, on the Company’s financial statements, and (c) any major issues regarding accounting principles and financial statement presentations including any significant changes in the Company’s selection or application of accounting principles; • reviewing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; • reviewing the Company’s policies and procedures for approving or ratifying “related person transactions” and conducting appropriate review and oversight of all related person transactions for potential conflict of interest situations; • reviewing the Company’s insider trading policies and procedures, including the Company’s Securities Transaction Policy, and recommending any changes to the Board; • reviewing the Company’s policies and procedures related to hedging, pledging, shorting and similar transactions with respect to the Company’s stock, including the Company’s Hedging and Pledging Policy, and recommending any changes to the Board; • reviewing management’s compliance program to oversee that management has adequate controls in place to ensure that the Company’s financial statements, reports and other financial information disseminated externally satisfy applicable legal requirements; • reviewing the internal audit function to ensure there are no limitations on the ability of the internal audit function to carry out its duties, reviewing and approving the annual internal audit plan, reviewing the organizational structure and qualifications of the internal audit function, and evaluating the performance, responsibilities, budget and staffing of the Company’s internal audit function; • preparing the Audit Committee report required by SEC rules, which is included on page 57 of this proxy statement; and • evaluating its own performance at least annually and reporting to the Nominating matrix • and Governance Committee on such evaluation. The Board has determined that each of the members of its Audit Committee is an “audit committee financial expert” as that term is defined under the rules and regulations of the SEC. |
SS&C 2026 PROXY STATEMENT | 21 |
ELECTION OF DIRECTORS
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Compensation Committee |
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Jonathan E. Michael (Chair) Members: Francesco Vanni d’Archirafi Michael J. Zamkow Meetings in 2025: 5 |
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The Compensation Committee has overall responsibility for the Company’s compensation The Compensation Committee’s responsibilities, as set forth in its charter, include: • reviewing and approving, or making recommendations to the Board with respect to, the compensation of our Chief Executive Officer and our other executive officers; • reviewing, and making recommendations to the Board with respect to, incentive-compensation and equity-based plans that are subject to approval by the Board; • approving any tax-qualified, nondiscriminatory employee benefit plans for which stockholder approval is not sought; • administering all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans including interpreting the terms of such plans and granting options and other equity incentive awards thereunder (including the timing of such grants) and making awards under such plans; • overseeing the administration of any Company policies regarding the recoupment, repayment or forfeiture of compensation, including any such policies required to be adopted pursuant to applicable law or stock exchange requirement; • establishing and periodically reviewing stock ownership and retention guidelines for executive officers and non-employee directors; • reviewing and making recommendations to the Board with respect to director compensation; • reviewing and discussing with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K, and considering whether it will recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C; • reviewing and discussing annually with management any further disclosures related to executive compensation not contained in the Compensation Discussion and Analysis, but provided elsewhere in the Company’s proxy statement or Annual Report, as applicable; • preparing an annual report required by Item 407(e)(5) of Regulation S-K; • reviewing and assessing risks arising from the Company’s compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the Company; • in its discretion, retaining or obtaining the advice of compensation consultants, legal counsel or other advisors, and overseeing their work; • monitoring progress toward and compliance with Stock Ownership Guidelines; • engaging in a risk assessment as it relates to our compensation practices and policies, as described in “Compensation Discussion & Analysis – Risk Assessment and Compensation Practices” on page 43; and • evaluating its own performance at least annually and reporting to the Nominating and Governance Committee on such evaluation. |
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22 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
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Nominating and Governance Committee |
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David A. Varsano (Chair) Members: Jonathan E. Michael Francesco Vanni d’Archirafi Debra Walton-Ruskin Meetings in 2025: 4 |
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Our Nominating and Governance Committee has overall responsibility for developing Board membership The Nominating and Governance Committee’s responsibilities, as set forth in its charter, include: • reviewing criteria for the selection of candidates to the Board; • identifying individuals qualified to become members of the Board, consistent with such criteria approved by the Board, and recommending to the Board the nominees for election as directors at any annual meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board; • recommending to the Board the directors to be appointed to each committee of the Board, and the directors to be appointed as committee Chairs; • making recommendations to the Board as to determinations of director independence; • overseeing the evaluation of the Board; • reviewing the succession plan for the Board and making recommendations to the Board as appropriate; • considering the Company’s CEO succession planning including in the case of incapacitation, retirement or removal of the CEO; • reviewing the Company’s Corporate Governance Guidelines and overseeing compliance with such guidelines; • overseeing the Company’s practices and processes relating to the management and oversight of corporate responsibility and governance matters in coordination with other committees of the Board; and • evaluating its own performance at least annually and reporting to the Board on the self-evaluations of all Board committees. |
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Access to Outside Advisors
The Board and each Board Committee are empowered to retain the services of outside advisors at the Company’s expense.
Board Oversight
The Board is responsible for providing advice and oversight of the strategic and operational direction of the Company to support our and our stockholders’ long-term interests.
Risk Oversight
Our management is responsible for risk management on a day-to-day basis. The Audit Committee is responsible for overseeing our risk management function. While the Audit Committee has primary responsibility for overseeing risk management, the entire Board of Directors is also actively involved. The Board and the Audit Committee fulfill their oversight roles by discussing with management the policies and practices utilized by management in assessing and managing the risks, including both existing risks and significant emerging risks, and providing input on those policies and practices.
SS&C 2026 PROXY STATEMENT | 23 |
ELECTION OF DIRECTORS
Cybersecurity AND AI governance
Cybersecurity risk is overseen by the full Board, with additional oversight of the relevant risk framework and controls provided by the Audit Committee. The Audit Committee’s specific oversight includes periodic review of our information security controls and procedures and the processes and procedures for managing cybersecurity risks. The Company's development and use of artificial intelligence ("AI") is overseen by the full Board. The Board's oversight includes review of the Company's internal deployment and use of AI tools and AI-enabled technologies and services provided to the Company's clients.
Corporate responsibility
The Nominating and Governance Committee reviews the Company’s practices and processes relating to the management and oversight of corporate responsibility matters. As part of such oversight, the Nominating and Governance Committee periodically reviews, and makes recommendations to the Board regarding, our corporate responsibility policies, practices and processes, in coordination with other committees of the Board. In 2025, we engaged a third-party consultant to assess our corporate responsibility strategy and program. As a result of that effort, we adopted an enhanced Corporate Responsibility Report in 2025 setting forth our current programs as well as future plans and initiatives. We will continue to assess our corporate responsibility program in the future.
Stockholder Communications with our Board
Our directors meet periodically throughout the year with the Company’s stockholders, employees and other persons interested in our strategy, business practices, governance, culture and performance. See “Stockholder Engagement” beginning on page 7.
The Board welcomes the submission of any comments or concerns from stockholders. Communications should be in writing and addressed to our Corporate Secretary at our principal executive offices and marked to the attention of the Board or any of its committees, individual directors or non-management or independent directors as a group. All correspondence will be forwarded to the intended recipient(s), except that certain items that are unrelated to the duties and responsibilities of the Board (such as product inquiries and comments, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations and advertisements) and material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded.
Human resources Highlights
Workforce Support
We are committed to being an organization that supports its employees in the following ways:
24 | SS&C 2026 PROXY STATEMENT |
ELECTION OF DIRECTORS
Our Communities
At SS&C, we believe our long-term growth and success are based on clearly defined principles that serve as a foundation for achieving excellence in the things we do. We are committed to being a thoughtful, responsible and active part of the communities in which we live and work. Giving back is part of who we are. For instance, we have a $10,000 employee-matching gift program. We empower our employees to get involved in causes they love and support them with funding, time and resources.
Our philanthropic programs build upon the existing foundation of employee engagement to positively impact the quality of life in our communities strategically and sustainably. In 2025, we helped numerous organizations primarily in the Kansas City, Boston, New York, New Jersey, Los Angles, Columbus, and Denver areas. Since April 2018, we have donated approximately $10 million to local charities and nonprofits.
Other Governance Matters
We believe that good corporate governance and fostering an environment of high ethical standards are important for us to achieve business success and to create value for our stockholders. The Board periodically reviews our corporate governance practices in light of regulatory developments and practices at other public companies and makes changes that it believes are in the best interests of the Company and its stockholders.
Corporate Governance Guidelines
Our Corporate Governance Guidelines provide a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines address matters such as the roles and responsibilities of the Board, the Board’s leadership structure, the responsibilities of the Lead Independent Director, director independence, overboarding, succession planning, Board membership criteria, Board committees, director orientation and continuing education, and Board and senior management evaluations. The Nominating and Governance Committee is responsible for reviewing the Corporate Governance Guidelines and overseeing compliance with such guidelines.
Code of Business Conduct and Ethics
We maintain a written code of business conduct and ethics, referred to as the SS&C Code of Business Conduct and Ethics, which covers all directors, officers and employees, and includes provisions relating to accounting and financial matters. Our employees are required to acknowledge that they have read and understood the Code of Business Conduct and Ethics and will act accordingly as a condition of employment. Training is conducted for all employees upon hire and annually after that. Our Chief Financial Officer and General Counsel are responsible for overseeing the Code of Business Conduct and Ethics.
SS&C provides a facility for the reporting, investigation and resolution of complaints received regarding accounting, internal accounting controls or auditing matters. Our Chief Financial Officer and General Counsel monitor our whistleblower hotline, and all calls are investigated. Business unit-specific internal investigations committees meet quarterly to discuss significant matters and verify potential violations are resolved.
The SS&C Code of Business Conduct and Ethics is available on our website at https://investor.ssctech.com/governance/governance-documents. If we make any substantive amendments to, or grant any waivers from, the SS&C Code of Business Conduct and Ethics for any director or officer, we will disclose the nature of such amendment or waiver on our website at https://investor.ssctech.com/governance/governance-documents or in a Current Report on Form 8-K filed with the SEC.
The Board has maintained written policies and procedures for the review of any transaction, arrangement or relationship in which we have been or are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has had or has a direct or indirect material interest. Such a transaction, arrangement or relationship is referred to as a “related person transaction.”
Any related person transaction must be reported to our General Counsel and will be reviewed and approved by the Audit Committee in accordance with the terms of the policy, prior to effectiveness or consummation of the transaction, whenever practicable. In addition, any related person transaction previously approved by the Audit Committee or otherwise already existing and ongoing in nature will be reviewed by the Audit Committee annually to ensure that it has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and that all required disclosures regarding the related person transaction are made.
SS&C 2026 PROXY STATEMENT | 25 |
ELECTION OF DIRECTORS
PREFERRED STOCK INVESTMENT
On February 27, 2020, the Company entered into a Series A Convertible Share Purchase Agreement with SILAC, Inc. (“SILAC”), pursuant to which the Company acquired 40 million shares of series A convertible preferred stock of SILAC for a purchase price of $40.0 million. Mr. William C. Stone, our Chairman of the Board of Directors and Chief Executive Officer, has an economic interest in SILAC and is a member of its board of directors. Accordingly, the transaction constitutes a “related person transaction” under our related person transaction policy.
The Audit Committee and the independent members of the Board of Directors authorized and approved the transaction, and additional transactions up to an aggregate of $5 million. Mr. Stone did not participate in the Board of Directors’ consideration of the transaction.
On October 27, 2020, the Company entered into the first of multiple contracts with SILAC (each, a “Contract”). On and after October 27, 2020, the Company has entered into Contracts pursuant to which the Company provides services to SILAC from time to time as set forth therein. The Audit Committee and the independent members of the Board of Directors approved the Company’s entry into the Contracts. For the year ended December 31, 2025, we generated $0.8 million in revenue under the Contracts.
In March 2026, SILAC authorized, and SILAC made the payment of, an $8 million annual preferred dividend to the Company.
OTHER TRANSACTIONS
Robert S. Stone, the son of our Chief Executive Officer, is employed by SS&C as Senior Vice President and General Manager of SS&C Intelligent Automation and Analytics. From January 1, 2025 through December 31, 2025, Mr. Stone was paid $3,731,360 as salary, grant date fair value of stock awards and other compensation related to his employment at SS&C.
Sabrina Goff, the sister of Rahul Kanwar, our President and Chief Operating Officer, is employed by SS&C in its fund administration business. From January 1, 2025 through December 31, 2025, Ms. Goff was paid $274,754 as salary, grant date fair value of stock awards and other compensation related to her employment at SS&C.
Justine Stone, the daughter of our Chief Executive Officer, is employed by SS&C in investor relations. From January 1, 2025 through December 31, 2025, Ms. Stone was paid $669,180 as salary, grant date fair value of stock awards and other compensation related to her employment at SS&C.
Elizabeth Stone, the daughter of our Chief Executive Officer, is employed by SS&C in its fund administration business. From January 1, 2025 through December 31, 2025, Ms. Stone was paid $528,764 as salary, grant date fair value of stock awards and other compensation related to her employment at SS&C.
Non-Employee Director Compensation
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.
SS&C 2026 PROXY STATEMENT | 27 |
ELECTION OF DIRECTORS
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.
NAME |
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FEES EARNED |
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RSU |
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TOTAL |
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Normand A. Boulanger |
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90,000 |
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200,016 |
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290,016 |
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Smita Conjeevaram |
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120,000 |
(1) |
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200,016 |
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320,016 |
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Jonathan E. Michael |
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165,000 |
(2) |
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200,016 |
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365,016 |
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Francesco Vanni d’Archirafi |
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104,500 |
(3) |
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300,061 |
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404,561 |
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David A. Varsano |
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110,000 |
(4) |
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200,016 |
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310,016 |
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Debra Walton-Ruskin |
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90,000 |
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200,016 |
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290,016 |
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Michael J. Zamkow |
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90,000 |
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200,016 |
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290,016 |
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Stock Ownership Guidelines
We maintain ownership guidelines under which our directors are expected to accumulate and retain a meaningful level of ownership in our stock. Under the stock ownership guidelines, directors are required to hold stock having value equal to at least 5X their annual board cash retainer. As of December 31, 2025, each of our non-employee directors, other than Mr. Vanni d'Archirafi and Ms. Walton-Ruskin, was in compliance with our stock ownership guidelines. There are no prescribed time periods within which a director must attain the applicable stock ownership level, and Mr. Vanni d'Archirafi and Ms. Walton-Ruskin continue to accumulate shares and restricted stock units following their recent appointments as directors. Our Compensation Committee will continue to review the stock ownership guidelines in 2026 for continued alignment with leading governance practices as part of its ongoing review of our director compensation program.
For purposes of determining compliance with the ownership guidelines, the following shares are counted as being owned:
Shares underlying the in-the-money portion of vested, unexercised stock options do not count toward satisfaction of the ownership thresholds.
Additionally, shares underlying unvested and unearned performance awards or unvested stock options do not count toward satisfaction of the ownership thresholds. There are no time periods within which a director must attain the applicable stock ownership level.
We also have adopted an anti-hedging/anti-pledging policy that prohibits our directors from engaging in any transactions that are designed to hedge or speculate on any change in the market value of our common stock.
28 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis section (referred to as the “CD&A”) summarizes our general philosophy regarding the compensation of our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and our two other executive officers in 2025 (collectively referred to as “named executive officers” or “NEOs”). The CD&A provides context for the executive compensation disclosures presented below in both tabular and narrative form. The Compensation Committee believes our executive compensation program provides a direct link between our NEOs’ pay and long-term stockholder value creation. Our NEOs for 2025 are as follows:
Name |
Position |
William C. Stone |
Chairman of the Board and Chief Executive Officer |
Rahul Kanwar |
President and Chief Operating Officer |
Brian N. Schell |
Executive Vice President and Chief Financial Officer |
Jason White |
Senior Vice President, General Counsel and Secretary |
Executive Summary
The Compensation Committee believes that our executive compensation program should provide a meaningful and direct link between our executives’ interests and those of our stockholders. As a result, the Compensation Committee, together with its independent consultant, FW Cook, has designed our executive compensation program to strengthen our commitment to our pay-for-performance philosophy, incorporate ongoing feedback received from stockholders, and closely align our overall compensation program with prevailing market views on best practices and long-term stockholder value creation.
The following table highlights some of the key features of our incentive compensation program, which are described in more detail throughout this Compensation Discussion & Analysis, that directly align the interests of our executive team with those of our stockholders.
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Features |
Our Compensation Program |
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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 |
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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") |
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Cap on payouts |
Bonus payouts capped at 250% of target; no payout if goals are achieved below threshold performance level |
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Form of payouts |
Bonus payouts made 100% in cash in the year following the performance year |
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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 |
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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 |
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Cap on payouts |
Total payout of PSUs cannot exceed 200% of target (including the modifier) |
30 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
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 |
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Operating Cash Flow |
Measures cash after capital investments that allow us to repay indebtedness, make strategic investments and return capital to shareholders |
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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 |
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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 |
2025 Performance Highlights
We are pleased with the Company's operating performance in 2025, as shown by these results:
$3.15 GAAP Diluted EPS
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$796.9M Net Income(1)
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$6,272.2M GAAP Revenue
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$6.14 Adjusted Diluted EPS(2)
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$2,462.3M Adjusted Consolidated EBITDA(2)
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$6,276.2M Adjusted Revenue(2)
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$1,744.8M Generated net cash from operating activities
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2.80x Consolidated net leverage ratio
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4.8% Organic revenue growth
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$1,036.0M Repurchased treasury stock
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$628.1M Net debt repayments
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$253.8M Dividends paid
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SS&C 2026 PROXY STATEMENT | 31 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Pay for Performance
For 2025, approximately 95% our CEO’s and 94% of our other NEOs’ (on average) total direct compensation was awarded in the form of performance-based, "at-risk" compensation reflecting the Compensation Committee’s review of our overall financial performance.
In furtherance of our pay for performance philosophy, the Compensation Committee made compensation decisions for 2025 that are directly reflective and correlative of the Company’s business and operational performance achievements in 2025 as shown above. This relationship between pay and performance exemplifies the Compensation Committee’s commitment to establish a direct link between executive pay and tangible strategic and financial results. Specifically:
Target Compensation Mix Under our Compensation Program
Our executive compensation program consists primarily of three elements – base salary, annual cash bonus and long-term equity incentives – that are designed to link compensation delivered to our executive officers with objective financial criteria and performance and the interests of our stockholders. The below graphs reflect the relative mix of the key components of our executive compensation program (reflected at 2025 target) which demonstrate our commitment to our pay for performance philosophy by tying a significant portion of executive pay to at-risk, variable compensation elements.
CEO Compensation Mix |
Other NEO's Compensation Mix |
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32 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Compensation Best Practices
We strive to ensure that executive pay decisions are quantitative, transparent and performance-based in order to keep the incentives for our executives aligned with the interests of our stockholders. The following table describes the highlights of our executive compensation practices, each of which is described in more detail elsewhere in this proxy statement:
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WHAT WE DO |
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WHAT WE DON’T DO |
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Require the Compensation Committee to solely comprise of independent board members |
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Don’t provide excise tax gross ups to our executive officers |
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Utilize an independent compensation consultant engaged by the Compensation Committee |
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Don’t provide excess perquisites or personal benefits to our executive officers |
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Emphasize pay for performance and consider competitive data in setting our executive’s compensation |
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Don’t allow for repricing or cash buyouts of underwater stock options and stock appreciation rights without stockholder consent |
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Provide formula-based annual cash incentive opportunities |
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Cap payouts on annual bonuses and PSU awards |
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Don’t allow our executives to engage in any transactions that are designed to hedge or pledge company stock |
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Apply rigorous performance goals to annual and multi-year performance awards |
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Review and consider executive officer compensation in connection with a peer group, as a market-based reference point |
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No acceleration of equity awards on a |
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Maintain stock ownership guidelines for our executives and |
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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 |
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Don’t pay dividends or dividend equivalents in respect of any unvested or unearned equity awards |
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Grant at least half of a senior executive’s annual long-term incentives in the form of performance-based awards |
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Don’t maintain any defined benefit pension plans or supplemental executive retirement plans for our executives |
Stockholder Engagement on Say-on-Pay
Our executive compensation program and practices were designed by the Compensation Committee, together with its independent compensation consultant, FW Cook, in direct response to feedback we received from our stockholders in recent years. We are appreciative of the strong support of our stockholders as evidenced by the results of our say-on-pay vote at our 2025 annual meeting, in which approximately 86% of the votes cast approved our executive compensation program.
The Compensation Committee and management team are committed to continued active engagement with stockholders to understand their viewpoints and to discuss and demonstrate the important connection between our compensation program and stockholder interests. From May 2025 to March 2026, as part of our year-round engagement process, we met with 13 of our top 20 stockholders, and approximately 53% of our shares outstanding (excluding shares held by our CEO) to discuss a wide range of topics including our corporate governance practices, executive compensation program, and corporate responsibility initiatives. None of the shareholders expressed significant concerns with respect to our compensation program, and our shareholders generally reacted positively to the design and structure of the executive compensation program that has been in place over the past few years.
The Compensation Committee, with the assistance of FW Cook, continues to evaluate our compensation program design. The Compensation Committee believes that the current design of the compensation program is consistent with our compensation philosophy and objectives and aligns the interests of our NEOs with our long-term goals and the interests of our stockholders without incentivizing inappropriate risk taking.
SS&C 2026 PROXY STATEMENT | 33 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We will continue to maintain an active dialogue with our stockholders and evaluate feedback on issues of importance to them, including by holding an annual “say-on-pay” vote, in line with the advisory “say-on-frequency” vote of our stockholders at the 2023 annual meeting.
Process for Administering Our Executive Compensation Practices
The Compensation Committee has overall responsibility for administering our executive officer compensation program. As the structure and key features of our executive compensation have evolved in response to stockholder feedback, so too has the Compensation Committee’s approach to its decision-making process around executive pay and goal setting. The Compensation Committee, with the assistance of FW Cook, and based on the input and recommendations it receives from the Chief Executive Officer (other than with respect to his own compensation) and comparative peer group market data, makes decisions regarding the annual total direct compensation levels of our executive officers. This information is also considered in establishing the financial and operational performance metrics that apply to our annual bonus and long-term incentive compensation programs.
In December of each year, the Compensation Committee establishes its agenda for the upcoming year, taking into account Company performance over the prior year and macro-economic conditions, and based on that initial agenda, takes the following actions during the following year at such times noted below (in addition to any other business that may arise during the year):
January-March |
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April-December |
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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.
Input from Management
The Compensation Committee also solicits input from our Chief Executive Officer, who typically presents salary, bonus and equity compensation recommendations for our executive officers (other than himself) to the Compensation Committee based on his years of experience in the financial services and software industries, his day-to-day engagement with the management team, and his desire to motivate the executive officers and ensure their commitment to the Company. Specifically, for each executive officer, our Chief Executive Officer will offer a description for the Compensation Committee of the officer’s performance during the prior year, and will make a
34 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Elements of Our Compensation Program
Our compensation program is comprised of three key components, each designed to be market-competitive and to help attract, motivate, retain and reward our NEOs.
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Purpose |
Performance Goals/Vesting |
Key Features |
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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 |
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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 |
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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
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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 |
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36 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
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NAME |
2025 BASE |
2026 BASE |
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William C. Stone |
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$ |
1,000,000 |
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$ |
1,000,000 |
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Rahul Kanwar |
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$ |
800,000 |
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$ |
800,000 |
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Brian N. Schell |
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$ |
600,000 |
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$ |
600,000 |
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Jason White |
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$ |
500,000 |
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$ |
575,000 |
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Annual Bonus
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.
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.
NAMED EXECUTIVE OFFICER |
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2025 TARGET BONUS OPPORTUITY ($) |
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William C. Stone |
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$ |
5,000,000 |
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Rahul Kanwar |
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$ |
4,000,000 |
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Brian N. Schell |
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$ |
1,400,000 |
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Jason White |
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$ |
1,000,000 |
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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
SS&C 2026 PROXY STATEMENT | 37 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
TARGET BONUS |
X |
COMPANY |
X |
STRATEGIC MODIFIER |
= |
ACTUAL BONUS |
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2025 GOAL CALIBRATION* |
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PAYOUT CALIBRATION |
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CPF METRICS |
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WGT. |
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THRESH. |
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TARGET |
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MAX. |
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THRESH. |
TARGET |
MAX. |
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Adjusted Revenue(1) |
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25% |
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$ |
6,010.9 |
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$ |
6,165.0 |
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$ |
6,319.1 |
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50% |
100% |
250% |
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Organic Revenue Growth(1) |
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25% |
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2.5 |
% |
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5.0 |
% |
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7.5 |
% |
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50% |
100% |
250% |
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Operating Cash Flow(1) |
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25% |
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$ |
1,423.1 |
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$ |
1,498.0 |
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$ |
1,572.9 |
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50% |
100% |
250% |
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Adjusted Consolidated EBITDA(1) |
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25% |
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$ |
2,300.4 |
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$ |
2,421.5 |
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$ |
2,542.6 |
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50% |
100% |
250% |
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* Dollar amounts in the table reflected in millions
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.
38 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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).
COMPANY PERFORMANCE FACTOR METRIC |
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2025 TARGET |
2025 ACTUAL |
2025 BONUS PAYOUT |
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Adjusted Revenue(1) (2) |
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$ |
6,165.0 |
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$ |
6,250.2 |
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182.9% |
Organic Revenue Growth(1) |
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5.0 |
% |
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4.8 |
% |
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96.0% |
Operating Cash Flow(1)(2) |
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$ |
1,498.0 |
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$ |
1,737.8 |
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250.0% |
Adjusted Consolidated EBITDA(1)(2) |
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$ |
2,421.5 |
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$ |
2,447.8 |
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132.6% |
Total Company Performance Factor |
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165.4% |
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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.
NAMED EXECUTIVE OFFICER |
2025 TARGET |
COMPANY |
STRATEGIC |
2025 BONUS |
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William C. Stone |
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$ |
5,000,000 |
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165.4 |
% |
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N/A |
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$ |
8,270,000 |
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Rahul Kanwar |
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$ |
4,000,000 |
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165.4 |
% |
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N/A |
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$ |
6,616,000 |
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Brian N. Schell |
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$ |
1,400,000 |
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165.4 |
% |
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N/A |
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$ |
2,315,600 |
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Jason White |
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$ |
1,000,000 |
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165.4 |
% |
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N/A |
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$ |
1,654,000 |
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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.
SS&C 2026 PROXY STATEMENT | 39 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
Name |
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PSUs |
STOCK |
RSUs |
AGGREGATE |
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William C. Stone |
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$ |
7,500,000 |
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$ |
3,750,000 |
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$ |
3,750,000 |
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$ |
15,000,000 |
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Rahul Kanwar |
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$ |
6,000,000 |
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$ |
3,000,000 |
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$ |
3,000,000 |
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$ |
12,000,000 |
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Brian N. Schell |
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$ |
2,000,000 |
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$ |
1,000,000 |
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$ |
1,000,000 |
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$ |
4,000,000 |
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Jason White |
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$ |
2,250,000 |
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$ |
1,125,000 |
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$ |
1,125,000 |
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$ |
4,500,000 |
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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.
ADJUSTED DILUTED EPS GROWTH RATE |
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PAYOUT PERCENTAGE |
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11% (maximum) |
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200 |
% |
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7.5% (target) |
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100 |
% |
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4% (threshold) |
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50 |
% |
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<4% (below threshold) |
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0 |
% |
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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.
RELATIVE TSR MODIFIER |
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MODIFIER % |
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≥ 80th percentile |
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+20% |
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55th percentile |
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0% |
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≤ 30th percentile |
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-20% |
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40 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
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.
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.
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MARCH 2023 PSUs |
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Performance period |
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2023 – 2025 |
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Performance metric |
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3-Year EPS Growth |
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Maximum – Growth Rate / Vesting Percentage |
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10.0% |
200% |
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Target – Growth Rate / Vesting Percentage |
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7.5% |
100% |
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Threshold – Growth Rate / Vesting Percentage |
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5.0% |
50% |
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Below Threshold – Growth Rate / Vesting Percentage |
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<5.0% |
0% |
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Performance Modifier |
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Relative TSR Modifier |
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Upward Adjustment |
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> 80th percentile |
+20% |
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No Adjustment |
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55th percentile |
0% |
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Downward Adjustment |
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< 30th percentile |
-20% |
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Actual results – 3-Year EPS Growth / Vesting Percentage* |
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9.99% |
199.6% |
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Actual results - Relative TSR Modifier / Adjustment Percentage |
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93rd percentile |
120.0% |
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Total payout percentage* |
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200.0% |
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*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.
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
SS&C 2026 PROXY STATEMENT | 41 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
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.
Benefits
We offer a variety of benefit programs to all eligible employees, including our executive officers. Our executive officers generally are eligible for the same benefits on the same basis as other employees, including medical, dental and vision benefits, life insurance coverage and short-and long-term disability coverage. All eligible employees are also able to contribute to our 401(k) plan and receive matching Company contributions under the plan. In addition, our executive officers are entitled to reimbursement for reasonable business travel and other expenses incurred during the performance of their duties in accordance with our expense reimbursement policy.
No Perquisites
Consistent with our pay for performance philosophy, in 2025 we did not provide our NEOs with perquisites, excise tax gross-ups or supplemental executive retirement 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.
Insider Trading Policy
We
Stock Ownership Guidelines, Anti-Hedging and Pledging Policy and Clawback Policy
We have adopted executive stock ownership guidelines under which our executive officers are expected to accumulate and retain a meaningful level of ownership in our stock. Under the stock ownership guidelines, executive officers have the following ownership requirements:
For purposes of determining compliance with the ownership guidelines, the following shares are counted as being owned:
42 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Shares underlying the in-the-money portion of vested, unexercised stock options do not count toward satisfaction of the ownership thresholds.
Additionally, shares underlying unvested and unearned performance awards or unvested stock options do not count toward satisfaction of the ownership thresholds. There are no time periods within which an executive officer must attain the applicable stock ownership level.
As of December 31, 2025, all of our NEOs were in compliance with our stock ownership guidelines. Our Compensation Committee will continue to review the stock ownership guidelines in 2026 for continued alignment with leading governance practices as part of its ongoing review of our executive compensation program.
We also have adopted an anti-hedging/anti-pledging policy that prohibits our employees and directors from engaging in any transactions that are designed to hedge or speculate on any change in the market value of our common stock.
The Board has adopted two incentive compensation clawback policies. Our first incentive compensation clawback policy is mandated by the Dodd-Frank Act and applies 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. Our second incentive compensation clawback policy extends beyond Dodd-Frank Act requirements and applies 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. The Compensation Committee continues to review and assess our clawback policies to further align with the interests of the Company and our shareholders.
Risk Assessment and Compensation Practices
The Compensation Committee, with the help of its outside advisors, oversees the review and assessment of any risks arising from our compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on our Company. Based on its review of our executive compensation program and pay for performance philosophy, the Compensation Committee has determined that our compensation policies and practices are not reasonably likely to create risks that would have a material adverse effect on our Company.
Accounting and Tax Implications
The accounting and tax treatment of particular forms of compensation do not materially affect our compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make modifications to compensation policies where we deem it appropriate.
For instance, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1.0 million paid by a public company to its current and former named executive officers.
In the exercise of its business judgment, and in accordance with its compensation philosophy, the Compensation Committee continues to have the flexibility to award compensation that is not tax deductible if it determines that such award is in our stockholders’ best interests.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
By the Compensation Committee of the Board of SS&C Technologies Holdings, Inc.
Jonathan E. Michael (Chair)
Francesco Vanni d'Archirafi
Michael J. Zamkow
SS&C 2026 PROXY STATEMENT | 43 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Executive Compensation Tables
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.
NAME AND PRINCIPAL POSITION |
|
YEAR |
|
SALARY |
BONUS |
STOCK AWARDS |
|
OPTION AWARDS |
|
NON-EQUITY |
|
ALL OTHER |
|
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 |
|
NAME |
|
401(K) |
|
LIFE |
|
TOTAL |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
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 |
|
|
|
|
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 |
|
|
44 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
|
|
|
|
ESTIMATED FUTURE PAYOUTS UNDER |
|
ESTIMATED FUTURE PAYOUTS |
|
|
ALL OTHER |
|
ALL OTHER |
|
EXERCISE |
|
GRANT DATE |
|
||||||||
NAME |
|
GRANT DATE |
|
THRESHOLD |
|
TARGET |
|
MAXIMUM |
|
THRESHOLD |
|
TARGET |
|
MAXIMUM |
|
|
OF STOCK |
|
UNDERLYING |
|
OPTION |
|
AND OPTION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
SS&C 2026 PROXY STATEMENT | 45 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
|
|
OPTION AWARDS |
|
STOCK AWARDS |
|||||||||||||||||||
NAME |
|
NUMBER OF |
|
NUMBER OF |
|
OPTION |
|
OPTION |
|
NUMBER OF |
|
MARKET VALUE |
|
EQUITY INCENTIVE |
|
EQUITY INCENTIVE |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
46 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
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.
|
|
OPTION AWARDS |
|
STOCK AWARDS |
||||||||
NAME |
|
NUMBER OF SHARES |
|
VALUE REALIZED ON |
|
NUMBER OF SHARES |
|
VALUE REALIZED |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
SS&C 2026 PROXY STATEMENT | 47 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Potential Payments upon Termination or Change of Control
Equity Award Provisions Impacting All Named Executive Officers
Equity awards granted in December 2020 or later to our executive officers only provide for “double-trigger” acceleration in connection with a change in control – i.e. if an executive officer experiences a qualifying termination of employment within twenty-four (24) months of a change in control. Equity awards granted to our executive officers are also subject to accelerated vesting in the event of a termination of employment due to their death or disability (as defined in the applicable stock incentive plan), with time-vesting awards becoming fully vested on such termination, and a pro-rata portion (as defined in the applicable stock incentive plan) of performance-based awards becoming vested on such termination based on the actual achievement level of the performance goals measured as of the date of such termination as determined by the Compensation Committee. The estimated value of equity award acceleration upon these events are set forth in the tables below.
William C. Stone
Our Compensation Committee believes Mr. Stone’s employment agreement continues to be beneficial to the Company in retaining Mr. Stone. Mr. Stone’s agreement entitles Mr. Stone to specified benefits in the event of the termination of employment under certain circumstances. If we terminate Mr. Stone’s employment without cause (as defined below), if Mr. Stone resigns for good reason (as defined below) prior to the end of the term of the employment agreement, or if Mr. Stone receives a notice of non-renewal of the employment term by us, Mr. Stone will be entitled to receive (1) an amount equal to 200% of his base salary and 200% of his average annual bonus, inclusive of stock and restricted stock that he received as a component of such bonus, over the three bonus years preceding the year of termination, (2) accelerated vesting of 50% of his then-unvested options and full vesting of any restricted stock and (3) three years of Company-paid coverage under certain health plans. In the event of Mr. Stone’s death or a termination of Mr. Stone’s employment due to any disability that renders Mr. Stone unable to perform his duties under the agreement for six consecutive months, Mr. Stone or his representative or heirs, as applicable, will be entitled to receive (1) disability or death benefits (as applicable) in accordance with our programs and arrangements, (2) accelerated vesting as set forth above, and (3) a prorated amount of his average bonus for the three bonus years preceding the year of termination.
“Cause” means (a) Mr. Stone’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties; (b) Mr. Stone’s conviction of, or plea of guilty or nolo contendere to, a felony; (c) the commission by Mr. Stone of an act of fraud or embezzlement against us or any of our subsidiaries as determined in good faith by a two-thirds majority of the Board; or (d) Mr. Stone’s breach of any material provision of the Amended Employment Agreement.
“Good reason” generally means the occurrence of any of the following events without Mr. Stone’s written consent: (a) an adverse change in Mr. Stone’s employment title; (b) a material diminution in Mr. Stone’s employment duties, responsibilities or authority, or the assignment to Mr. Stone of duties that are materially inconsistent with his position; (c) any reduction in Mr. Stone’s base salary, (d) any breach by us of any material provision of the Amended Employment Agreement, the Stockholders Agreement, or any other governing agreement between us and Mr. Stone; (e) a material diminution in Mr. Stone’s reporting line; or (f) a material diminution in our budget over which Mr. Stone retains authority.
The table below reflects the estimated amount of compensation payable to Mr. Stone in the event of termination of his employment or a change of control (or similar event, as defined in the applicable equity plan). The amounts shown assume that such termination or change of control was effective as of December 31, 2025. The actual amounts to be paid out, if any, will differ from the amounts reflected below and can only be determined at the time of the termination or change of control.
PAYMENTS TO |
|
TERMINATION |
|
FOR CAUSE |
|
CHANGE |
|
TERMINATION WITHOUT |
|
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 |
|
48 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Brian N. Schell
Mr. Schell’s offer letter entitles Mr. Schell to specified benefits in the event of the termination of employment under certain circumstances. If we terminate Mr. Schell’s employment without cause (as defined below), Mr. Schell will be entitled to receive (1) continued payment of his then-current base salary for a period of 12 months following his termination date, (2) any earned but unpaid annual bonus in respect of the fiscal year prior to the year of termination, and (3) a target annual bonus for the year of termination, prorated based on the number of days that he was employed during the year of termination. Mr. Schell is not entitled to any specified benefits in the event of the termination of his employment under circumstances other than termination without cause.
“Cause” means (i) the Company’s determination that Mr. Schell failed to substantially perform his duties (other than any such failure resulting from his disability) which is not remedied within fifteen days after receipt of written notice from the Company or an affiliate, as applicable, specifying such failure; (ii) the Company’s determination that Mr. Schell failed to carry out, or comply with any lawful and reasonable directive of the Company or the Chief Executive Officer of the Company, which is not remedied within fifteen days after receipt of written notice from the Company or any affiliate, as applicable, specifying such failure; (iii) Mr. Schell’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or a crime involving moral turpitude; (iv) Mr. Schell's unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or any affiliate’s, as applicable, premises or while performing your duties and responsibilities; or (v) Mr. Schell’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or any affiliate, as applicable.
The table below reflects the estimated amount of compensation payable to Mr. Schell in the event of termination of his employment or a change of control (or similar event, as defined in the applicable stock incentive plan), or in the event of his death or disability resulting in accelerated vesting of his equity awards. The amounts shown assume that such termination or change of control or death or disability was effective as of December 31, 2025. The actual amounts to be paid out, if any, will differ from the amounts reflected below and can only be determined at the time of the termination or change of control.
PAYMENTS TO |
|
TERMINATION |
|
TERMINATION |
|
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 |
|
SS&C 2026 PROXY STATEMENT | 49 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Other Named Executive Officers
Assuming a termination date of December 31, 2025, none of our named executive officers other than Mr. Stone and Mr. Schell had any arrangement providing for severance payments.
The table below sets forth, as of December 31, 2025, the unvested stock awards that would have become fully vested upon a change of control and with a qualifying termination following a change of control for Messrs. Kanwar and White, or in the event of death or disability resulting in accelerated vesting of their equity awards.
NAME |
|
VALUE THAT WOULD |
|
DISABILITY |
|
DEATH |
|||
|
|
|
|
|
|
|
|
|
|
Rahul Kanwar |
|
58,053,583 |
|
|
44,503,485 |
|
|
44,503,485 |
|
Jason White |
|
21,770,364 |
|
|
16,689,047 |
|
|
16,689,047 |
|
50 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Equity Compensation Plan Information
Securities Authorized for Issuance Under Equity Compensation Plans
The following table includes information as of December 31, 2025 for our equity compensation plans.
PLAN CATEGORY |
|
NUMBER OF SECURITIES |
|
WEIGHTED-AVERAGE |
|
NUMBER OF SECURITIES |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Equity compensation plans approved by securityholders |
|
|
24,312,560 |
|
|
|
|
$ |
63.39 |
|
|
|
|
13,756,550 |
|
|
Equity compensation plans not approved by securityholders |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
Total |
|
|
24,312,560 |
|
|
|
|
$ |
63.39 |
|
|
|
|
13,756,550 |
|
|
2025 Pay Ratio Disclosure
Pay Ratio
In accordance with the requirements of the Pay Ratio Rule, we are providing the following estimated information for 2025:
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.
Methodology for Identifying Our “Median Employee”
Employee Population
To identify our “median employee”, we first determined our total employee population as permitted under the Pay Ratio Rule. We determined that, as of December 31, 2025 (the date we selected for purposes of identifying our median employee), our employee population consisted of approximately 28,800 individuals (of which approximately 38% were located in the United States and 62% were located in jurisdictions outside the United States). Our employee population consisted of our global workforce of full-time and part-time employees, as described in more detail below.
Adjustments to our Employee Population
As permitted by the Pay Ratio Rule, we adjusted our total employee population for purposes of identifying our “median employee” by excluding 1,406 (or 4.9%) of our employees who were located in certain jurisdictions outside of the United States, as follows: 621 employees from Thailand, 333 employees from South Africa, 185 employees from China; 115 employees from Malaysia; 51 employees from Pakistan; 43 employees from Brazil; 21 employees from Taiwan; 20 employees from Mexico, 16 employees from Bulgaria and 1 employee from Indonesia.
After taking into account this adjustment to our employee population, our total adjusted employee population for purposes of determining our “median employee” consisted of approximately 27,400 individuals.
SS&C 2026 PROXY STATEMENT | 51 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Determining our Median Employee
To identify our “median employee” from our total adjusted employee population, we compared these employees’ base pay. In making this determination, we annualized the compensation of our full-time and part-time employees who were hired in 2025 but did not work for us for the entire fiscal year. We identified our “median employee” using this compensation measure, which was consistently applied to all of our employees included in the calculation.
We did not make any cost-of-living adjustments in identifying our “median employee.”
Our Median Employee
Using the methodologies described above, we determined that our “median employee” was a full-time, salaried employee located in the United States, with base pay in the amount of $64,245.
Determination of Annual Total Compensation of our “Median Employee” and our CEO
Once we identified our “median employee”, we then calculated such employee’s annual total compensation for 2025 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2025 (as set forth in the 2025 Summary Compensation Table on page 44 of this proxy statement).
Our CEO’s annual total compensation for 2025 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2025 Summary Compensation Table.
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.
PAY VERSUS PERFORMANCE TABLE |
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
AVERAGE |
|
|
AVERAGE |
|
|
VALUE OF INITIAL FIXED $100 |
|
|
|
|
|
|
|||||||||
YEAR |
|
SUMMARY |
|
|
COMPENSATION |
|
|
NON-PEO |
|
|
NON-PEO |
|
|
TOTAL |
|
|
PEER GROUP |
|
|
NET INCOME |
|
|
|
||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
2022 (2) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
$ |
|
$ |
|
||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
52 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
|
2025 |
|
|||||
|
|
PRINCIPAL |
|
|
NON-PEO |
|
||
Summary Compensation Table Total |
|
|
|
|
|
|
||
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year |
|
|
( |
) |
|
|
( |
) |
Plus Fair Value for Awards Granted in the Covered Year |
|
|
|
|
|
|
||
Change in Fair Value of Outstanding Unvested Awards from Prior Years |
|
|
|
|
|
|
||
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year |
|
|
|
|
|
|
||
Compensation Actually Paid |
|
|
|
|
|
|
||
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.
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.
SS&C 2026 PROXY STATEMENT | 53 |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
The following tables reflect additional information regarding the relationships between the items included in the Pay Versus Performance Table above over the covered years:
Compensation Actually Paid Compared to Cumulative Total Shareholder Return and Peer Group Total Shareholder Return
Compensation Actually Paid Compared to Net Income
54 | SS&C 2026 PROXY STATEMENT |
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
Compensation Actually Paid Compared to Adjusted Consolidated EBITDA
SS&C 2026 PROXY STATEMENT | 55 |
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee Approval Policies and Procedures
All the services described above were approved by our Audit Committee. The Audit Committee is responsible for the appointment, compensation and oversight of the work performed by the independent registered public accounting firm. The Audit Committee must pre-approve all audit (including audit-related) services and permitted non-audit services provided by the independent registered public accounting firm in accordance with the pre-approval policies and procedures established by the Audit Committee. The Audit Committee annually approves the scope and fee estimates for the quarterly reviews, year-end audit, statutory audits and tax work to be performed by our independent registered public accounting firm for the next fiscal year. With respect to other permitted services, management defines and presents specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project thresholds and annual thresholds. In assessing requests for services by the independent registered public accounting firm, the Audit Committee considers whether such services are consistent with the independent registered public accounting firm’s independence, whether the independent registered public accounting firm is likely to provide the most effective and efficient service based upon their familiarity with us, and whether the service could enhance our ability to manage or control risk or improve audit quality.
Report of the Audit Committee
The Audit Committee has reviewed our audited financial statements for fiscal 2025 and has discussed these financial statements with our management and PwC, our independent registered public accounting firm.
The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
Our independent registered public accounting firm also provided the Audit Committee with the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with the independent registered public accounting firm its independence from us.
Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2025.
By the Audit Committee of the Board of Directors of SS&C Technologies Holdings, Inc.
Smita Conjeevaram (Chair)
David A. Varsano
Debra Walton-Ruskin
SS&C 2026 PROXY STATEMENT | 57 |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
In determining the number of shares to be requested for stockholder approval under this Proposal 4, the Board and the Compensation Committee considered the advice of FW Cook, the Compensation Committee’s independent compensation consultant, the Company’s historical annual share usage; the number of shares remaining available under the Second Amended 2023 Plan; the number of outstanding equity awards under the Company’s stock incentive plans, including the SS&C Technologies Holdings, Inc. 2014 Stock Incentive Plan (the “2014 Plan”) and the Second Amended 2023 Plan; and dilution resulting from the approval of the proposed amendment and restatement.
If stockholders do not approve the third amendment and restatement, then the Second Amended 2023 Plan will remain in effect in accordance with its existing terms and we will continue to grant equity incentive awards under the Second Amended 2023 Plan until the earlier of the date on which there ceases to be any shares remaining available for issuance under the Second Amended 2023 Plan or its expiration on May 21, 2035. Following the exhaustion of the remaining share reserve thereunder or the expiration of the Second Amended 2023 Plan, we will be unable to maintain our equity grant practices and our future ability to issue equity-based awards will be limited and, therefore, we will be at significant competitive disadvantage in attracting and retaining talent. We may also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our stockholders as effectively as equity incentive awards.
Compensation and Governance Best Practices
The Plan includes various compensation and governance best practices with some of the key features as follows:
SS&C 2026 PROXY STATEMENT | 59 |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Summary of Key Stock Plan Data
Share Usage
The following table sets forth information regarding equity awards granted, over each of the last three fiscal years:
|
|
2025 |
|
2024 |
|
2023 |
|
THREE YEAR |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Granted |
|
1,837,316 |
|
|
2,010,367 |
|
|
644,492 |
|
|
1,497,392 |
|
Restricted Shares, including RSUs and PSUs Granted |
|
2,876,101 |
|
|
3,536,564 |
|
|
1,420,453 |
|
|
2,611,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Basic Common Shares Outstanding |
|
244,314,084 |
|
|
246,380,412 |
|
|
248,301,620 |
|
|
246,332,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Usage Rate |
|
1.9% |
|
|
2.3% |
|
|
0.8% |
|
|
1.7% |
|
Overhang as of February 28, 2026
The following table sets forth certain information as of February 28, 2026, unless otherwise noted, with respect to all of the Company’s outstanding equity awards under all plans. The fully-diluted “overhang” assumes that the entire share reserve is granted in stock options/SARs.
Shares Available for Grant under the Second Amended 2023 Plan (a)* |
|
|
5,722,013 |
|
|
Additional shares requested for approval under the Plan (b) |
|
|
10,000,000 |
|
|
Shares subject to outstanding stock options/SARs |
|
|
26,168,951 |
|
|
Weighted-average exercise price of outstanding stock options/SARs |
|
$ |
64.14 |
|
|
Weighted-average remaining term of outstanding stock options/SARs |
|
5.3 years |
|
|
|
Shares subject to outstanding full-value stock awards** |
|
|
6,233,079 |
|
|
Total Outstanding Stock Options/SARs and Full-Value Stock Awards (c)** |
|
|
32,402,030 |
|
|
Shares of Common Stock Outstanding as of March 25, 2026 (d) |
|
|
240,737,586 |
|
|
Fully-diluted Overhang (a+b+c) divided by (a+b+c+d) |
|
|
16.7 |
% |
|
* For reference purposes, the remaining shares available for grant under the Second Amended 2023 Plan is denoted as of February 28, 2026.
** Includes PSUs reflected at target levels.
As of February 27, 2026, the last business day prior to February 28, 2026, the per-share closing price of our common stock as reported on Nasdaq was $75.29.
Dilution and Expected Duration
Our Board recognizes the impact of dilution on our shareholders and has evaluated this share request carefully in the context of the need to motivate, retain and ensure that our leadership team and key employees are focused on our strategic priorities. The total fully-diluted overhang based on shares of common stock outstanding as of March 25, 2026, assuming that the entire share reserve is granted in stock options or SARs, would be 16.7% and the total fully-diluted overhang, assuming the share reserve is granted in full-value awards only, would be 13.8%. The Company’s historical practice has been to grant a combination of stock options and full-value awards, resulting in potential overhang between these two levels. In this context, fully-diluted overhang is calculated as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and basic common shares outstanding. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.
We expect that the share reserve under the Plan, if this proposal is approved by our shareholders, will be sufficient for awards for approximately one year. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the Plan’s reserve under permitted addbacks; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations.
60 | SS&C 2026 PROXY STATEMENT |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Summary Description of the Plan
The following is a summary of the material terms of the Plan as approved by the Board. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, a copy of which is attached as Appendix B to this proxy statement.
Purpose
The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the ability of the Company and its affiliates to attract, retain and motivate persons who are expected to make important contributions and by providing such persons with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders.
Eligibility to Receive Awards
Employees (including officers), non-employee directors, consultants and advisors of the Company, its parent and subsidiary corporations and other business ventures in which the Company has a controlling interest are eligible to be granted awards under the Plan.
As of March 25, 2026, there were approximately 28,800 employees and consultants and 7 non-employee directors eligible to participate. The basis for participation in the Plan is the Compensation Committee’s (or its authorized delegate’s) decision, in its sole discretion, that an award to an eligible participant will further the Plan’s purposes as described above. In exercising its discretion, the Compensation Committee (or its delegate) will consider the recommendations of management and the purposes of the Plan.
In addition, holders of equity compensation awards granted by a company that is acquired by the Company or with which the Company combines will be eligible for grants of substitute awards under the Plan to the extent permitted under applicable stock exchange regulations (“substitute awards”).
Administration
The Plan is administered by the Board, which has delegated its administrative powers under the plan to the Compensation Committee. The Compensation Committee: (1) has authority to grant awards and determine the terms and conditions of any awards; (2) has authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the plan as it deems advisable; (3) may construe and interpret the terms of the Plan and any award agreement thereunder and make all determinations necessary or advisable in administering the Plan and award agreements; and (4) may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award agreement. All actions and decisions by the Compensation Committee with respect to the plan and any awards are made in its sole discretion and are final and binding on all persons having or claiming any interest in the Plan or in any award. To the extent permitted by applicable law, the Board or the Compensation Committee may delegate to one or more officers of the Company the power to grant Awards (except that no officer may grant awards to any officer or non-employee-director of the Company).
Number of Shares Available for Awards
Subject to certain adjustment events set forth in the Plan (and except for substitute awards), the aggregate maximum number of shares authorized for issuance pursuant to awards will equal the sum of (i) 30,100,000 shares (which includes (x) the existing reserve of 20,100,000 shares under the Second Amended 2023 Plan) and (y) an increase of 10,000,000 shares, as approved by the Board, subject to approval by the Company’s stockholders, and (ii) the total number of shares that remained available for issuance under the 2014 Plan as of the date of approval of the Original 2023 Plan by the Company’s stockholders on May 17, 2023. As of February 28, 2026, approximately 5,722,013 shares remained available for issuance under the Second Amended 2023 Plan.
If any award under the Plan or the 2014 Plan expires, terminates or is otherwise surrendered, cancelled, forfeited or terminated without the delivery of shares, the unused shares covered by such Award will again be available for grant pursuant to the ratio described below. In addition, any shares subject to an award under the Plan or the 2014 Plan that is a full-value award that are delivered to or withheld by the Company to satisfy tax withholding obligations will again be available for issuance under the Plan. Any shares under an award under the Plan or the 2014 Plan that are (i) tendered or withheld in payment of an option or SAR’s exercise or reference price, (ii) covered by a stock-settled SAR that are not issued upon settlement of the SAR, (iii) delivered to or withheld by the Company to satisfy tax withholding obligations with respect to options or SARs, or (iv) reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options, will not be added back to the number of shares available for issuance.
For purposes of the number of shares reserved for issuance under the Plan, including the share recycling provisions described above, each share issued pursuant to a full-value award will count as 2.5 shares for every one share underlying such award and each share issued pursuant to an option or SAR will count as one share for every one share underlying such award.
SS&C 2026 PROXY STATEMENT | 61 |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Shares underlying substitute awards and shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines, appropriately adjusted to reflect the acquisition or combination transaction, will not reduce the number of shares remaining available for issuance under the Plan.
Award Limits
The maximum number of shares that may be issued pursuant to incentive stock options (“ISOs”) is 30,100,000.
A participant who is a non-employee director may not receive compensation for service on the Board, including cash payments and awards granted under the Plan, for any calendar year in excess of (i) $1,000,000 for such director’s year of appointment or election to the Board or (ii) $750,000 for each year thereafter.
Types of Awards
The Plan provides for the grant of stock options, SARs, restricted stock, RSUs, performance awards, and other stock-based awards. Options and SARs may not be granted at an exercise or reference price (as applicable) which is less than the fair market value per share on the grant date (except with respect to substitute awards) and may not be granted for a term in excess of ten years. In accordance with tax rules, ISOs may only be granted to employees.
No Repricing
Unless approved by the Company’s stockholders, the Company may not (i) amend any outstanding stock option, SAR or similar stock-based award to provide an exercise or reference price that is lower than the then-current exercise or reference price per share, (ii) cancel any outstanding stock option, SAR or similar stock-based award and grant in substitution of such award new awards covering the same or a different number of shares and having an exercise or reference price per share lower than the then-current exercise or reference price per share of such cancelled Award; (iii) cancel in exchange for a cash payment any outstanding stock option, SAR or similar stock-based award with an exercise or reference price per share above the then-current fair market value or (iv) take any other action under the Plan that constitutes a “repricing” within the meaning of the Nasdaq rules.
Dividends and Dividend Equivalents
Unless provided otherwise in any award agreement, the recipient of a restricted stock award, RSU or performance award may, if so determined by the Compensation Committee, be eligible to receive cash, stock or other property dividends in amounts equivalent to cash, stock or other property dividends on shares with respect to the number of shares covered by the award. Any such amounts will be subject to the same vesting or performance conditions as the underlying award. Accordingly, with respect to any award subject to any service-based or performance-based vesting conditions, the associated dividends or dividend equivalents will not be paid unless and until (and to the same extent) the relevant vesting conditions have been satisfied. In addition, the Compensation Committee may provide that such amounts will be deemed to have been reinvested in additional shares or otherwise reinvested. In no event will dividend equivalents be paid with respect to options or SARs.
62 | SS&C 2026 PROXY STATEMENT |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Performance Goals
The Compensation Committee may establish objectively determinable performance goals for a performance award based on one or more business criteria approved by stockholders. The business criteria may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, business segment or business unit of the Company, and may be based upon relative or comparative performance. Additionally, the Compensation Committee may provide for the inclusion or exclusion of specified circumstances or events in the evaluation of performance.
Minimum Vesting Requirement
Awards granted under the Plan will vest no earlier than the first anniversary of the grant date of the award, except in the case of (i) substitute awards, (ii) shares delivered in lieu of fully vested cash obligations, (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the grant date of such award and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional awards up to a maximum of five percent (5%) of the share pool. This restriction also does not apply to accelerated vesting of awards under the Plan in connection with a termination of employment due to death or disability or to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award as permitted under the Plan.
Transferability of Awards
Except as the Board may otherwise permit with respect to certain transfers in accordance with limitations specified in the Plan, awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or other limited circumstances. In no event may an award be transferred to a third party for financial consideration.
Changes in Capitalization
The Company is required to make equitable adjustments (if necessary to prevent dilution or enlargement of the benefits or potential benefits to be provided under the Plan) to the number of type of securities available under the Plan, the share counting rules and sub-limits specified under the Plan and the number and type of securities and, if applicable, exercise or reference price per share of each outstanding award in the manner determined by the Compensation Committee, in the event of any dividend or distribution (other than an ordinary dividend or distribution) stock splits, recapitalizations, combinations of shares, reclassifications of shares, spin-offs, reorganization, mergers, consolidations, repurchase or exchange of securities and other similar corporate transactions or changes in capitalization or events affecting shares.
Effect of a Change in Control
In the event of a “change in control” (as defined in the Plan and described below), the Compensation Committee may, in its sole discretion take any one or more of the following actions with respect to outstanding awards (unless otherwise specified in an award agreement):
SS&C 2026 PROXY STATEMENT | 63 |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Under the Plan, a “change in control” generally means the occurrence of one or more of the following events:
Effect of Termination of Service
Except as may otherwise be provided in an award agreement or permitted under the Plan, if a participant’s employment or service is terminated for any reason, any award that is unvested will terminate on the date of such termination of employment or service and any option or SAR award that is vested will remain exercisable for 90 days after the termination date (subject to earlier expiration of the term). Notwithstanding the foregoing, in the event of a participant’s termination of employment or service due to death or Disability (as defined in the Plan): (a) all outstanding and unvested restricted stock awards, RSUs, and stock option awards that are subject only to time-based vesting conditions will, subject to the other terms and conditions of the applicable award agreements, become vested; and (b) a pro-rata portion of outstanding and unvested performance awards (including PSUs and performance stock options) will become vested subject to the other terms and conditions of the applicable award agreements and provided that any applicable performance goals will be deemed achieved based on the actual level of performance of such performance goals as of the date of such termination of service, as determined by the Compensation Committee in its sole discretion.
Authorization of Sub-Plans for Grants to Non-U.S. Employees
The Compensation Committee may establish one or more sub-plans under the Plan to satisfy applicable securities, tax or other laws of various jurisdictions, by adopting supplements to the Plan containing any limitations on the Compensation Committee’s discretion and any additional terms and conditions not inconsistent with the Plan as the Compensation Committee deems necessary or desirable with respect to participants in the applicable jurisdiction.
Clawback
The Compensation Committee has full authority to implement any policies and procedures from time to time, including as necessary to comply with applicable law and stock exchange rules. Any awards granted under the Plan will be subject to any such clawback or recoupment arrangements or policies of the Company in place from time to time, including the cancellation or reimbursement of any awards granted, shares issued or cash received upon the vesting, exercise or settlement of any awards granted or the sale of shares underlying such awards.
Amendment or Termination
The Compensation Committee may at any time amend, suspend or terminate the Plan; however, no amendment requiring stockholder approval under applicable legal, regulatory or listing requirements will become effective until such stockholder approval is obtained.
Effectiveness and Term
The Plan will become effective upon the date of approval by the Company’s stockholders at the 2026 annual meeting. Awards may be granted under the Plan at any time prior to the tenth anniversary of the date of approval of the third amendment and restatement by the Company’s stockholders at the 2026 annual meeting, unless the Board earlier terminates the Plan or the maximum number of shares available for issuance has been issued. Awards granted prior to such termination date will remain outstanding in accordance with their terms (including the administration, adjustment, and amendment provisions).
64 | SS&C 2026 PROXY STATEMENT |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Federal Income Tax Consequences
The following is a summary of the United States federal income tax consequences that generally arise with respect to Awards, based on the federal tax laws in effect as of the date of this proxy statement. This summary is not intended to constitute (and is not) tax advice, and assumes that all Awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to tax laws could alter the consequences described below, and participants are urged to consult their tax advisors regarding their specific circumstances.
Incentive Stock Options
A participant will not recognize ordinary income tax upon an ISO’s grant. Also, except as described below, a participant will not recognize ordinary income tax upon an ISO’s exercise if the participant has been employed by the Company or its corporate parent or 50% or more-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the exercise. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” An ISO’s exercise may subject the participant to the alternative minimum tax.
A participant will recognize ordinary income tax upon the sale of the shares acquired upon exercise of an ISO at a profit (if sales proceeds exceed the exercise price). If a participant sells the shares more than two years after the option’s grant and more than one year after its exercise, then all of the profit will be subject to long-term capital gains tax. If a participant sells the shares prior to satisfying these holding periods, then the participant will have engaged in a disqualifying disposition for purposes of Section 422 of the Code and the profit of the amount at which the shares are sole over the exercise price will be subject to ordinary income tax (and the Company may be entitled to a federal income tax deduction with respect to such income). Any additional gain recognized upon the sale will be treated as capital gain for which the Company will not be entitled to a deduction (the gain will be treated as long term if the participant has held the shares for more than one year and otherwise will be treated as short term). If a participant sells the shares at a price that is less than the exercise price, then the loss will be treated as a capital loss for which the Company will not be entitled to a deduction (the loss will be treated as long term if the participant held the shares for more than one year and otherwise will be treated as short term).
Nonqualified Stock Options
A participant will not recognize ordinary income tax upon a nonqualified stock option’s grant. A participant will recognize compensation income upon a nonqualified stock option’s exercise equal to the value of the shares on the exercise date less the exercise price. Upon sale of the shares, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the shares on the exercise date. This capital gain or loss will be treated as long term if the participant has held the stock for more than one year and otherwise will be treated as short term. The Company generally will be entitled to a federal income tax deduction with respect to the participant’s compensation income.
Stock Appreciation Rights
A participant will not recognize ordinary income tax upon a SAR’s grant. A participant will recognize ordinary income tax upon the SAR’s exercise equal to the value of cash and/or the fair market value (measured on the exercise date) of the shares received by the participant. This amount will be subject to income tax withholding. The Company generally will be entitled to a federal income tax deduction with respect to the participant’s compensation income.
Restricted Stock
Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize ordinary income tax, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable or is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income tax equal to the fair market value of the shares as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income tax as of the date of grant equal to the fair market value of the shares as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the election under Section 83(b).
SS&C 2026 PROXY STATEMENT | 65 |
Approval of SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Restricted Stock Units
A participant will not recognize ordinary income tax, and the Company will not be allowed a tax deduction, at the time a restricted stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a restricted stock unit award, a participant will recognize ordinary income tax equal to the fair market value of the shares or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time.
New Plan Benefits
Grants under the Plan, if any, will be subject to the Compensation Committee’s discretion. Therefore, we cannot determine the number or type of awards that will be granted to any participant under the Plan for 2026 or any other year, and no information is provided concerning the benefits to be delivered under the Plan to any individual or group of individuals. Information regarding our recent practices with respect to equity-based compensation is presented elsewhere in this proxy statement. See “Compensation Discussion and Analysis — Design and Structure of Executive Compensation–Long-Term Incentive Equity Awards” beginning on page 39 and “Non-Employee Director Compensation” beginning on page 27.
66 | SS&C 2026 PROXY STATEMENT |
Ownership of Our Common Stock
This table presents information concerning the beneficial ownership of the shares of our common stock as of March 25, 2026. Specifically, the table reflects beneficial ownership information about:
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by our stockholder. Shares of common stock subject to stock options and RSUs that become exercisable or vest within 60 days of March 25, 2026 are considered outstanding and beneficially owned by the person holding the options and RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of the persons and entities listed on the table is c/o SS&C Technologies Holdings, Inc., 80 Lamberton Road, Windsor, CT 06095.
|
SHARES BENEFICIALLY OWNED |
|
||
NAME OF BENEFICIAL OWNER 5% STOCKHOLDERS |
NUMBER |
|
PERCENT OF CLASS |
|
|
|
|
|
|
|
|
|
|
|
William C. Stone(1) |
35,525,997 |
|
14.6% |
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.(2) |
27,948,519 |
|
11.6% |
|
|
|
|
|
|
The Vanguard Group(3) |
20,532,012 |
|
8.5% |
|
|
|
|
|
|
|
|
|
|
|
Janus Henderson Group plc(4) |
14,017,309 |
|
5.8% |
|
|
|
|
|
|
|
|
|
|
|
OTHER DIRECTORS AND NAMED EXECUTIVE OFFICERS |
|
|
|
|
|
|
|
|
|
Rahul Kanwar(5) |
1,941,994 |
|
* |
|
Normand A. Boulanger(6) |
842,504 |
|
* |
|
Jason White(7) |
422,641 |
|
* |
|
Brian N. Schell(8) |
182,891 |
|
* |
|
Jonathan E. Michael(9) |
179,383 |
|
* |
|
David A. Varsano(9) |
116,004 |
|
* |
|
Michael J. Zamkow(9) |
61,479 |
|
* |
|
Smita Conjeevaram(10) |
42,504 |
|
* |
|
Debra Walton-Ruskin(11) |
7,600 |
|
* |
|
Francesco Vanni d’Archirafi(11) |
3,804 |
|
* |
|
All directors and executive officers, as a group, including Mr. Stone(12) |
39,326,801 |
|
16.0% |
|
68 | SS&C 2026 PROXY STATEMENT |
Ownership of Our Common Stock
On January 12, 2026, Vanguard went through an internal realignment. In accordance with SEC Release No. 34-39538 (January 12, 1998), certain subsidiaries or business divisions of subsidiaries of Vanguard, that formerly had, or were deemed to have, beneficial ownership with Vanguard, will report beneficial ownership separately (on a disaggregated basis) from Vanguard in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by Vanguard prior to the realignment. Further in accordance with SEC Release No. 34-39538 (January 12, 1998), Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires certain officers, directors and beneficial owners of more than 10% of our common stock to file reports of ownership and changes of ownership with the SEC on Forms 3, 4 and 5. Based on a review of these reports, we believe that during fiscal 2025, all reports required by Section 16(a) to be filed by these persons were filed on a timely basis with the exception of (i) one Form 3 filing in respect of Mr. Vanni d'Archirafi and (ii) one Form 4 filing in respect of Mr. Vanni d'Archirafi with respect to an acquisition of shares.
SS&C 2026 PROXY STATEMENT | 69 |
General Information About the 2024 Annual Meeting
All shares entitled to vote and represented by properly completed proxies received prior to the 2026 annual meeting and not revoked will be voted at the 2026 annual meeting in accordance with your instructions. If you do not indicate how your shares are to be voted on a matter, the shares represented by your properly executed proxy will be voted “FOR” the election of the nominee for director, “FOR” the non-binding resolution to approve the compensation of our named executive officers, “FOR” the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026, and “FOR” the approval of the third amendment and restatement of the SS&C Technologies Holdings, Inc. 2023 Stock Incentive Plan, and in the discretion of the persons named as proxies in the manner they believe to be in the Company’s best interests as to other matters that may properly come before the 2026 annual meeting.
Revocation of Proxies
You may revoke your proxy at any time before it is exercised by (1) delivering to us a signed proxy card with a date later than the date of your previously delivered proxy, (2) voting electronically at the 2026 annual meeting, (3) changing your vote or revoking your proxy over the internet, or (4) sending a written revocation to our Corporate Secretary at our principal executive offices. Shares represented by valid proxies that are received prior to the 2026 annual meeting and not revoked at or prior to the 2026 annual meeting will be voted at the 2026 annual meeting.
Stockholders Entitled to Vote
The record date for the 2026 annual meeting is March 25, 2026. Only shareholders of record as of the close of business on the record date are entitled to vote at the meeting. You are entitled to vote on the proposals described in this Proxy Statement at the 2026 annual meeting if you are a stockholder of record on the record date. On the record date, we had 240,737,586 shares of common stock outstanding (each of which entitles its holder to one vote). Holders of shares of our common stock do not have cumulative voting rights.
Quorum
For all proposals on the agenda for the 2026 annual meeting, the holders of a majority of the shares of common stock issued and outstanding and entitled to vote must be present in person or represented by proxy to constitute a quorum. Shares represented by all proxies received, including proxies that abstain from voting on a proposal, as well as broker non-votes (as described below), will be counted toward establishing a quorum.
Votes Required
For all proposals, the affirmative vote of the holders of 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 will be required for approval. Shares that abstain and broker non-votes will not be counted as votes in favor of any proposal and will also not be counted as votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of any proposal.
If you hold shares of common stock through a bank, broker or other nominee, that party may under certain circumstances vote your shares if you do not timely provide them with voting instructions. Banks, brokers or other nominees have discretionary authority to vote customers’ unvoted shares on routine matters. Your bank, broker or other nominee cannot vote your shares on any matter that is not considered a routine matter. Only Proposal 3, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026, is considered a routine matter. Shares for which a bank, broker or other nominee cannot vote on a particular matter because that party does not have discretionary voting authority to do so are considered “broker non-votes” on these matters.
Solicitation of Proxies
We will bear the expenses of preparing, printing and assembling the materials used in the solicitation of proxies. In addition to the solicitation of proxies by use of the mail or the Internet, we may also use the services of some of our officers and employees (who will receive no compensation for such services beyond their regular salaries) to solicit proxies personally and by telephone and email. Banks, brokers or other nominees will be requested to forward solicitation materials to the beneficial owners of shares of record held by them, and we will reimburse them for their reasonable expenses.
SS&C 2026 PROXY STATEMENT | 71 |
General Information About the 2024 Annual Meeting
How We Use Notice and Access
We use the internet as the primary means of distributing our proxy materials to stockholders by sending a Notice of Internet Availability of Proxy Materials explaining how to access our proxy materials and vote online. We encourage Stockholders’ to access our proxy materials via the Internet allows us to reduce printing and delivery costs and lessen adverse environmental impacts. If you would like a printed copy of our proxy materials, please follow the instructions included in your Notice of Internet Availability of Proxy Materials and request printed materials to be mailed at no cost to you.
This proxy statement and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2025 are available for viewing, printing and downloading at http://www.ssctech.com/2026annualmeeting. This proxy statement and our Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC’s website at http://www.sec.gov.
Attending the Annual Meeting
The 2026 Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. will be held virtually on May 20, 2026 at 9:00 am Eastern Time. Stockholders of record at the close of business on March 25, 2026 are entitled to notice of and to vote at our 2026 annual meeting.
To attend, vote, and submit questions during the Annual Meeting, you must log in to http://www.virtualshareholdermeeting.com/SSNC2026 and enter the 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are not a stockholder or do not have your 16-digit control number, you may still attend the meeting online by logging onto the site, but you will not be able to vote or ask questions at the meeting.
The virtual meeting platform is fully supported across internet browsers and device types. Participants should ensure that they have a strong internet connection. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.
We encourage you to vote in advance of the meeting, but you may also vote your shares electronically during the annual meeting. Voting at the meeting will revoke any previously cast vote.
We will endeavor to answer as many questions submitted by Stockholders as time permits. If we receive questions that we deem to be substantially similar, which, we may group such questions together and provide a single response to avoid repetition and allow time for additional topics. Questions regarding personal matters or matters not relevant to the meeting will not be answered. The Rules of Conduct for the meeting, including the guidelines for submitting questions, the stockholder list and the Proxy Materials, will be available on the virtual meeting site during the meeting.
In the event of technical difficulties during the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/SSNC2026. If necessary, the announcement will provide updated information regarding the date, time, and location of the 2026 Annual Meeting. Any such updated information will also be posted on our Investor Relations website at investor.ssctech.com.
72 | SS&C 2026 PROXY STATEMENT |
Other Matters
As of the date of this proxy statement, we know of no other matters not specifically referred to in this proxy statement. If any other business should properly come before the 2026 annual meeting, individuals named in the proxy card or their designees will have discretionary authority to vote the shares they represent on those matters to the extent permitted by law.
Stockholder Proposals and Director Nominations
For 2027 Annual Meeting
Proposals of stockholders intended to be presented at the 2027 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than December 9, 2026 in order to be included in the proxy statement and form of proxy relating to that meeting. Proposals should be sent by mail at SS&C Technologies Holdings, Inc., Attention: Corporate Secretary, 80 Lamberton Road, Windsor, CT 06095, or by email to CorpLegal@sscinc.com, SS&C Technologies Holdings, Inc., Attention: Corporate Secretary.
Stockholders who wish to submit a “proxy access” nomination for inclusion in our proxy statement in connection with our 2027 annual meeting of stockholders may do so by submitting a nomination notice to our Corporate Secretary at our principal executive offices in compliance with the procedures and along with the other information required by our Bylaws, no earlier than November 9, 2026 and no later than December 9, 2026.
In addition, our Bylaws provide for an advance notice procedure for director nominations and stockholder proposals that are not submitted for inclusion in our proxy statement but that a stockholder instead wishes to present at an annual meeting. The required notice must be delivered by the stockholder and received by our Corporate Secretary at our principal executive offices no earlier than January 20, 2027 and no later than February 19, 2027 and must comply with the additional requirements of our Bylaws.
Householding of Proxies
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports and proxy statements with respect to two or more stockholders sharing the same address by delivering a single annual report and/or proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household annual reports and proxy materials, delivering a single annual report and/or proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.
Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent.
If, at any time, (1) you no longer wish to participate in householding and would prefer to receive a separate annual report and/or proxy statement in the future or (2) you and another stockholder sharing the same address wish to participate in householding and prefer to receive a single copy of our annual report and/or proxy statement, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request via email to investorrelations@sscinc.com, SS&C Technologies Holdings, Inc., or by calling 212-367-4705.
SS&C 2026 PROXY STATEMENT | 73 |
Appendix A:
Non-GAAP Financial Measures
Non-GAAP Reconciliations
Adjusted revenues, total 2025 annual bonus program revenues and organic revenue growth are key metrics used in determining annual bonuses for executive officers. Adjusted revenues represent revenues adjusted to include a) amounts that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisition and b) amounts that would have been recognized if not for adjustments to deferred revenue and retained earnings related to the adoption of ASC 606. Total 2025 annual bonus program revenues are further adjusted to exclude the favorable or unfavorable impact of foreign exchange rates on revenues earned in 2025 based on the difference between foreign exchange rates used in the development of our 2025 revenue target and actual foreign exchange rates in place during the year ended December 31, 2025. During the year ended December 31, 2025, foreign exchange rates were favorable compared to rates used in establishing the 2025 revenue target and therefore an adjustment was made to decrease 2025 annual bonus program revenues. Organic revenue growth compares the year-over-year revenue change after excluding the impact of acquisitions and foreign exchange.
|
|
FOR THE YEAR ENDED DECEMBER 31, |
|||||||||||
(IN MILLIONS) |
|
2025 |
2024 |
2023 |
|||||||||
Revenues |
|
$ |
6,272.2 |
|
|
$ |
5,882.0 |
|
|
$ |
5,502.8 |
|
|
ASC 606 adoption impact |
|
|
— |
|
|
|
(2.2 |
) |
|
|
(3.4 |
) |
|
Purchase accounting adjustments impact on revenue |
|
|
4.0 |
|
|
|
5.9 |
|
|
|
6.4 |
|
|
Adjusted revenues |
|
$ |
6,276.2 |
|
|
$ |
5,885.7 |
|
|
$ |
5,505.8 |
|
|
Foreign currency impact on revenues |
|
|
(26.0 |
) |
|
|
(9.8 |
) |
|
|
(14.4 |
) |
|
Total annual bonus program revenues |
|
$ |
6,250.2 |
|
|
$ |
5,875.9 |
|
|
$ |
5,491.4 |
|
|
(IN MILLIONS) |
|
|
|
|
|
2025 Adjusted Revenues |
|
$ |
6,276.2 |
|
|
Foreign exchange impact |
|
|
(31.6 |
) |
|
Acquisitions |
|
|
(77.5 |
) |
|
2025 adjusted organic revenues |
|
|
6,167.1 |
|
|
2024 adjusted revenues |
|
$ |
5,885.7 |
|
|
2025 organic revenue growth rate |
|
|
4.8 |
% |
|
74 | SS&C 2026 PROXY STATEMENT |
Appendix A: Non-GAAP Financial Measures
Adjusted Consolidated EBITDA and Adjusted Consolidated EBITDA adjusted for foreign exchange movements are key metrics used in determining annual bonuses for executive officers. Adjusted Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in our senior credit facilities, which are material facilities supporting our capital structure and providing liquidity to our business. Adjusted Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), and further adjusted to exclude stock compensation expense, unusual items and other adjustments permitted in calculating covenant compliance under the senior credit facilities, excluding acquired EBITDA. Adjusted Consolidated EBITDA does not represent net income or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. The following is a reconciliation of net income to Adjusted Consolidated EBITDA and Adjusted Consolidated EBITDA adjusted for foreign exchange movements.
|
|
FOR THE YEAR ENDED DECEMBER 31, |
|||||||||||||||||||
(IN MILLIONS) |
|
2025 |
2024 |
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||||||||
Net income |
|
$ |
798.7 |
|
|
$ |
761.7 |
|
|
$ |
608.6 |
|
|
$ |
649.0 |
|
|
$ |
800.6 |
|
|
Interest expense, net |
|
|
426.3 |
|
|
|
451.9 |
|
|
|
469.8 |
|
|
|
307.9 |
|
|
|
201.6 |
|
|
Provision for income taxes |
|
|
176.1 |
|
|
|
132.0 |
|
|
|
249.1 |
|
|
|
227.1 |
|
|
|
236.4 |
|
|
Depreciation and amortization |
|
|
703.8 |
|
|
|
680.1 |
|
|
|
670.4 |
|
|
|
671.6 |
|
|
|
667.4 |
|
|
EBITDA |
|
$ |
2,104.9 |
|
|
$ |
2,025.7 |
|
|
$ |
1,997.9 |
|
|
$ |
1,855.6 |
|
|
|
1,906.0 |
|
|
Stock-based compensation |
|
|
257.7 |
|
|
|
203.3 |
|
|
|
159.4 |
|
|
|
124.8 |
|
|
|
114.0 |
|
|
Acquired EBITDA and cost savings(1) |
|
|
42.5 |
|
|
|
19.4 |
|
|
|
— |
|
|
|
4.2 |
|
|
|
1.3 |
|
|
Loss on extinguishment of debt, net |
|
|
3.3 |
|
|
|
31.2 |
|
|
|
2.1 |
|
|
|
5.5 |
|
|
|
10.9 |
|
|
Equity in earnings of unconsolidated affiliates, net |
|
|
9.3 |
|
|
|
(24.4 |
) |
|
|
(100.0 |
) |
|
|
(25.8 |
) |
|
|
(25.4 |
) |
|
Purchase accounting adjustments(2) |
|
|
4.4 |
|
|
|
6.8 |
|
|
|
9.3 |
|
|
|
9.4 |
|
|
|
6.3 |
|
|
ASC 606 adoption impact |
|
|
0.4 |
|
|
|
(1.9 |
) |
|
|
(3.1 |
) |
|
|
(1.9 |
) |
|
|
1.0 |
|
|
Foreign currency translation losses (gains) |
|
|
1.8 |
|
|
|
8.2 |
|
|
|
(0.2 |
) |
|
|
11.2 |
|
|
|
8.1 |
|
|
Investment gains(3) |
|
|
(14.0 |
) |
|
|
(19.6 |
) |
|
|
(19.0 |
) |
|
|
(38.7 |
) |
|
|
(30.1 |
) |
|
Facilities and workforce restructuring |
|
|
45.1 |
|
|
|
41.4 |
|
|
|
56.8 |
|
|
|
32.3 |
|
|
|
30.0 |
|
|
Acquisition related(4) |
|
|
11.5 |
|
|
|
3.3 |
|
|
|
(0.1 |
) |
|
|
41.5 |
|
|
|
45.0 |
|
|
Other(5) |
|
|
41.1 |
|
|
|
11.1 |
|
|
|
7.5 |
|
|
|
(6.7 |
) |
|
|
1.0 |
|
|
Consolidated EBITDA |
|
$ |
2,508.0 |
|
|
$ |
2,304.5 |
|
|
$ |
2,110.6 |
|
|
$ |
2,011.4 |
|
|
$ |
2,068.1 |
|
|
Less: acquired EBITDA and cost savings(1) |
|
|
(42.5 |
) |
|
|
(19.4 |
) |
|
|
— |
|
|
|
(4.2 |
) |
|
|
(1.3 |
) |
|
Adjusted Consolidated EBITDA |
|
$ |
2,465.5 |
|
|
$ |
2,285.1 |
|
|
$ |
2,110.6 |
|
|
$ |
2,007.2 |
|
|
$ |
2,066.8 |
|
|
Adjusted Consolidated EBITDA attributable to noncontrolling interest(6) |
|
|
(3.2 |
) |
|
|
(4.1 |
) |
|
|
(2.9 |
) |
|
|
(1.1 |
) |
|
|
(2.0 |
) |
|
Adjusted Consolidated EBITDA attributable to SS&C common stockholders |
|
$ |
2,462.3 |
|
|
$ |
2,281.0 |
|
|
$ |
2,107.7 |
|
|
$ |
2,006.1 |
|
|
$ |
2,064.8 |
|
|
Net foreign currency impact on revenues and expenses(7) |
|
|
(14.5 |
) |
|
|
(3.6 |
) |
|
|
(2.1 |
) |
|
|
10.2 |
|
|
N/A |
|
|
|
Annual bonus program Adjusted Consolidated EBITDA |
|
$ |
2,447.8 |
|
|
$ |
2,277.4 |
|
|
$ |
2,105.6 |
|
|
$ |
2,016.3 |
|
|
N/A |
|
|
|
SS&C 2026 PROXY STATEMENT | 75 |
Appendix A: Non-GAAP Financial Measures
Adjusted net income and adjusted diluted earnings per share attributable to SS&C represent net income and earnings per share attributable to SS&C before amortization of intangible assets and deferred financing costs, stock-based compensation, purchase accounting adjustments and other items. Adjusted net income and adjusted diluted earnings per share attributable to SS&C are considered to be important to management and investors because they represent our operational performance exclusive of the effects of amortization of intangible assets and deferred financing costs, stock-based compensation, purchase accounting adjustments, loss on extinguishment of debt and other items, that are not operational in nature or comparable to those of our competitors.
Adjusted net income and adjusted diluted earnings per share are not recognized terms under GAAP. Adjusted net income and adjusted diluted earnings per share do not represent net income or diluted earnings per share, as those terms are defined under GAAP, and should not be considered as alternatives to net income or diluted earnings per share as indicators of our operating performance. Adjusted net income and adjusted diluted earnings per share attributable to SS&C as presented herein are not necessarily comparable to similarly titled measures presented by other companies. Below is a reconciliation of adjusted net income and adjusted diluted earnings per share attributable to SS&C to net income and diluted earnings per share attributable to SS&C, the GAAP measures we believe to be most directly comparable to adjusted net income and adjusted diluted earnings per share.
|
|
FOR THE YEAR ENDED DECEMBER 31, |
|||||||||||||||||||
(IN MILLIONS, EXCEPT PER SHARE DATA) |
|
2025 |
2024 |
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||||||||
GAAP – Net income |
|
$ |
798.7 |
|
|
$ |
761.7 |
|
|
$ |
608.6 |
|
|
$ |
649.0 |
|
|
$ |
800.6 |
|
|
Amortization of intangible assets |
|
|
632.5 |
|
|
|
606.6 |
|
|
|
596.6 |
|
|
|
595.4 |
|
|
|
586.3 |
|
|
Amortization of deferred financing costs and original issue discount |
|
|
6.8 |
|
|
|
8.4 |
|
|
|
13.5 |
|
|
|
13.9 |
|
|
|
13.2 |
|
|
Stock-based compensation |
|
|
257.7 |
|
|
|
203.3 |
|
|
|
159.4 |
|
|
|
124.8 |
|
|
|
114.0 |
|
|
Loss on extinguishment of debt |
|
|
3.3 |
|
|
|
31.2 |
|
|
|
2.1 |
|
|
|
5.5 |
|
|
|
10.9 |
|
|
Purchase accounting adjustments(1) |
|
|
8.8 |
|
|
|
11.6 |
|
|
|
15.8 |
|
|
|
20.7 |
|
|
|
23.9 |
|
|
ASC 606 adoption impact |
|
|
0.4 |
|
|
|
(1.9 |
) |
|
|
(3.1 |
) |
|
|
(1.9 |
) |
|
|
1.0 |
|
|
Equity in earnings of unconsolidated affiliates, net |
|
|
9.3 |
|
|
|
(24.4 |
) |
|
|
(100.0 |
) |
|
|
(25.8 |
) |
|
|
(25.4 |
) |
|
Foreign currency translation losses (gains) |
|
|
1.8 |
|
|
|
8.2 |
|
|
|
(0.2 |
) |
|
|
11.2 |
|
|
|
8.1 |
|
|
Investment losses (gains)(2) |
|
|
3.4 |
|
|
|
(1.6 |
) |
|
|
(2.2 |
) |
|
|
(38.7 |
) |
|
|
(30.1 |
) |
|
Facilities and workforce restructuring |
|
|
45.1 |
|
|
|
41.4 |
|
|
|
56.8 |
|
|
|
32.4 |
|
|
|
30.0 |
|
|
Acquisition related(3) |
|
|
11.5 |
|
|
|
3.3 |
|
|
|
(0.1 |
) |
|
|
41.5 |
|
|
|
45.0 |
|
|
Other(4) |
|
|
41.1 |
|
|
|
11.2 |
|
|
|
8.6 |
|
|
|
(5.6 |
) |
|
|
2.9 |
|
|
Income tax effect(5) |
|
|
(263.1 |
) |
|
|
(281.9 |
) |
|
|
(168.2 |
) |
|
|
(201.8 |
) |
|
|
(236.0 |
) |
|
Adjusted net income |
|
$ |
1,557.3 |
|
|
$ |
1,377.1 |
|
|
$ |
1,187.6 |
|
|
$ |
1,220.6 |
|
|
$ |
1,344.4 |
|
|
Adjusted net income attributable to noncontrolling interest(6) |
|
|
(4.1 |
) |
|
|
(5.0 |
) |
|
|
(3.5 |
) |
|
|
(1.1 |
) |
|
|
(2.0 |
) |
|
Adjusted net income attributable to SS&C common stockholders |
|
$ |
1,553.2 |
|
|
$ |
1,372.1 |
|
|
$ |
1,184.1 |
|
|
$ |
1,219.5 |
|
|
$ |
1,342.4 |
|
|
Adjusted diluted earnings per share attributable to SS&C common stockholders |
|
$ |
6.14 |
|
|
$ |
5.41 |
|
|
$ |
4.65 |
|
|
$ |
4.65 |
|
|
$ |
5.02 |
|
|
GAAP diluted earnings per share attributable to SS&C common stockholders |
|
$ |
3.15 |
|
|
$ |
3.00 |
|
|
$ |
2.39 |
|
|
$ |
2.48 |
|
|
$ |
2.99 |
|
|
Diluted weighted-average shares outstanding |
|
|
253.1 |
|
|
|
253.8 |
|
|
|
254.5 |
|
|
|
262.0 |
|
|
|
267.3 |
|
|
76 | SS&C 2026 PROXY STATEMENT |
Appendix A: Non-GAAP Financial Measures
Operating cash flow and adjusted operating cash flow are key metrics used in determining annual bonuses for executive officers. Adjusted operating cash flow represents cash flows provided by operating activities adjusted to exclude certain amounts which were not known or expected at the time the operating cash flow target for 2025 was developed.
|
|
FOR THE YEAR ENDED |
||||
(IN MILLIONS) |
|
2025 |
||||
Cash provided by operating activities |
|
|
$ |
1,744.8 |
|
|
Costs associated with completing acquisitions (1) |
|
|
|
7.5 |
|
|
Net foreign currency impact on revenues and expenses (2) |
|
|
|
(14.5 |
) |
|
Adjusted operating cash flow |
|
|
$ |
1,737.8 |
|
|
SS&C 2026 PROXY STATEMENT | 77 |
Appendix B:
SS&C Technologies Holdings, Inc. Third Amended & Restated 2023 Stock Incentive Plan
The purpose of this Third Amended and Restated 2023 Stock Incentive Plan (as amended or amended and restated from time to time, the “Plan”) of SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the ability of the Company and Company Affiliates to attract, retain and motivate persons who are expected to make important contributions and by providing such persons with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders. Certain terms used herein are defined in Section 11 of the Plan.
The Company’s 2023 Stock Incentive Plan was originally adopted by the Company’s stockholders on May 17, 2023 (the “Original Adoption Date”), the Amended and Restated 2023 Stock Incentive Plan was adopted by the Company’s stockholders on May 28, 2024, and the Second Amended and Restated 2023 Stock Incentive Plan (“Second Amended 2023 Plan”) was adopted by the Company’s stockholders on May 21, 2025 . Upon the Original Adoption Date, (i) the 2023 Stock Incentive Plan superseded and replaced the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “Prior Plan”) and (ii) no further awards were permitted to be made pursuant to the Prior Plan (provided that, following the Original Adoption Date, any awards previously granted under the Prior Plan that were outstanding as of the Original Adoption Date (collectively, the “Prior Awards”) remain outstanding in accordance with their terms).
The Plan, as amended and restated herein, shall become effective upon the date of approval by the Company’s stockholders at a meeting of Company stockholders duly held in accordance with the Delaware General Corporation Law, or any adjournment thereof in accordance with applicable provisions of the Delaware General Corporation Law (the date of such approval, the “Restatement Effective Date”), such stockholder approval to be obtained not later than one year after the date on which the Plan, as amended and restated herein, is adopted by the Board.
All employees and officers of the Company or a Company Affiliate, as well as non-employee directors of the Company and consultants and advisors to the Company or a Company Affiliate (as the terms consultants and advisors are defined and interpreted for purposes of Form S‑8 under the Securities Act, or any successor form), are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” The Plan provides for the following types of awards, each of which is referred to as an “Award”: Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards, Other Share-Based Awards and Performance Awards (each as defined in Section 5 or Section 11, as applicable). Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and Participants need not be treated uniformly under the Plan.
Holders of equity compensation awards granted by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.
The Plan will be administered by the Board. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to a Committee. The Board and, to the extent such authority has been delegated to it, a Committee: (1) shall have authority to grant Awards and determine the terms and conditions of any Awards; (2) shall have authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable; (3) may construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan and make all determinations necessary or advisable in administering the Plan and Award Agreements; and (4) may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement. The term “Plan Administrator” means, as applicable, the Board or a Committee. All actions and decisions by the Plan Administrator with respect to the Plan and any Awards shall be made in its sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. By accepting any Award, each Participant acknowledges and agrees that all actions and decisions of the Plan
78 | SS&C 2026 PROXY STATEMENT |
Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
Administrator are final, binding and conclusive. To the extent permitted by applicable law, the Board or the Committee may delegate to one or more officers of the Company the power to grant Awards hereunder; provided that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act) or to any non-employee director of the Company.
(1) Authorized Number of Shares. As of the Restatement Effective Date and subject to adjustment under Section 8, the maximum number of Shares available for issuance pursuant to Awards under the Plan shall equal the sum of (i) 30,100,000 Shares, which includes (x) the existing reserve of 20,100,000 Shares under the Second Amended 2023 Plan and (y) an increase of 10,000,000 Shares, as approved by the Board, subject to approval by the Company’s stockholders, and (ii) the total number of Shares remaining available for issuance under the Prior Plan as of the Original Adoption Date (clauses (i) and (ii), collectively, the “Share Pool”). Any Shares issued pursuant to (x) an Option or SAR shall be counted against the Share Pool as one (1) Share for every one (1) Share underlying such Option or SAR and (y) an Award other than an Option or SAR (a “Full-Value Award”) shall be counted against the Share Pool as two and one-half (2.5) Shares for every one (1) Share underlying such Full-Value Award. Subject to adjustment under Section 8, the maximum number of Shares available for issuance with respect to Incentive Stock Options shall equal 30,100,000 Shares. Shares underlying Substitute Awards and Shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Shares remaining available for issuance under the Plan.
(2) Type of Shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares or treasury Shares.
(3) Share Counting. For purposes of counting the authorized number of Shares available for issuance pursuant to Awards under the Plan, from and after the Original Adoption Date:
SS&C 2026 PROXY STATEMENT | 79 |
Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) Payment Upon Exercise of Options. Except as may otherwise be provided in the applicable Award Agreement or approved by the Plan Administrator, Shares purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:
(2) Award Agreements. The terms of any Option granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The terms of Options need not be the same with respect to each Participant.
(1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i) the SAR will be exercisable only at such time or times, and to the extent, that the related Option is exercisable and will be exercisable in accordance with the procedure required for exercise of the related Option; (ii) the SAR will terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR; and (iv) the SAR will be transferable only with the related Option.
(2) Independent SARs. A SAR not expressly granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Plan Administrator may specify in the Award Agreement for such SAR.
(3) Award Agreements. The terms of any SAR granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The terms of SARs need not be the same with respect to each Participant.
80 | SS&C 2026 PROXY STATEMENT |
Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.
(2) Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the applicable Award Agreement, beginning on the date of grant of a Restricted Stock Award and subject to execution of the applicable Award Agreement, the Participant shall become a stockholder of the Company with respect to all Shares of Restricted Stock subject to the Award Agreement and shall have all of the rights of a stockholder, including the right to vote such Shares. A Participant receiving a Restricted Stock Unit Award shall not possess voting rights with respect to such Award. Holders of Restricted Stock and Restricted Stock Unit Awards may, as determined by the Plan Administrator in its sole discretion, receive dividends or other distributions or cash, stock or other property dividends in amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”); provided that any Shares or any other property distributed as a dividend, Dividend Equivalent or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which the vesting or other restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock Award or Restricted Stock Unit Award and shall not be paid or otherwise distributed until (and to the same extent) such restrictions lapse or are otherwise satisfied. The Plan Administrator may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company.
(3) Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Plan Administrator may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.
(1) Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Any Shares or any other property distributed as a dividend, Dividend Equivalent or otherwise with respect to any Other Share-Based Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Other Share-Based Award.
(2) Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Plan Administrator. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Plan Administrator, on a deferred basis subject to the requirements of Section 409A of the Code.
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Plan Administrator and not inconsistent with the Plan, including whether such Awards shall have dividends or Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant. Any Shares or any other property distributed as a dividend, Dividend Equivalent or otherwise with respect to any Performance Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions (including achievement of applicable performance criteria) as such Performance Award.
(2) Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Plan Administrator upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Plan Administrator.
(3) Payment. Except as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Plan Administrator. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
6. Performance Criteria.
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent;
(2) substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance targets or criteria with respect thereto);
(3) acceleration of the vesting of such Award and the lapse of any restrictions thereon and, in the case of an Option or SAR, acceleration of the right to exercise such Award during a specified period (and the termination of such Option or SAR without payment of any consideration therefor to the extent such Award is not timely exercised), in each case, either (A) in the case of an Award held by a non-employee director only, immediately prior to or as of the date of the Change in Control, (B) upon a Participant’s involuntary termination of employment or service (including upon a termination of employment or service by the Company (or a successor corporation or its parent) without “cause”, by a Participant for “good reason” and/or due to a Participant’s death or “disability”, as such terms may be defined in the
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
applicable Award Agreement) on or within a specified period following the Change in Control or (C) upon the failure of the successor or surviving entity (or its parent) to continue or assume such Award;
(4) in the case of a Performance Award, determination of the level of attainment of the applicable performance condition(s); and
(5) cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Plan Administrator in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Plan Administrator in its sole discretion; provided that, in the case of an Option or SAR, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR is equal to or less than zero, the Plan Administrator may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change in Control, the Plan Administrator may, in its sole discretion, terminate any Option or SAR for which the exercise or reference price is equal to or exceeds the per Share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor); and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code.
(1) Except as may otherwise be provided in an Award Agreement or pursuant to Section 8(b)(3) or 9(c)(2), if a Participant’s employment or service with the Company or a Company Affiliate is terminated for any reason, any Award that is then (i) not vested shall terminate and be forfeited on the date of such employment or service termination, and (ii) vested shall, subject to Section 5(d), in the case of an Option or SAR, remain exercisable for 90 days after the termination date (or such other expiration date set forth in the Award Agreement).
(2) Notwithstanding the foregoing, in the event of a Participant’s termination of employment or service due to death or Disability:
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) Notwithstanding anything else herein, the Company makes no representation or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions thereof.
(2) Awards are intended to be exempt from Section 409A of the Code to the maximum extent possible. With respect to any Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any applicable Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.
(3) Except as provided in any individual Award Agreement initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her termination of employment or service constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum (without interest) on such New Payment Date, and any remaining payments will be paid on their original schedule. By accepting an Award, each Participant agrees that he or she is bound by the foregoing determinations and procedures.
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company or an Affiliate, any employee plan of the Company or any Subsidiary, any underwriter temporarily holding securities pursuant to an offering of such securities or an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company) becomes, during any 12-month period, the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the total voting power of the stock of the Company; provided that the provisions of this subsection (1) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (3) below;
(2) a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the members of the Board immediately prior to the date of such appointment or election shall be considered as though such individual were a member of the Existing Board; provided further, that, notwithstanding the foregoing, no individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 or Regulation 14A promulgated under the Exchange Act or successor statutes or rules containing analogous concepts) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or person other than the Board, shall in any event be considered to be a member of the Existing Board;
(3) the consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, other than such a transaction in which the voting securities of the Company outstanding immediately prior thereto continue to represent immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) more than 50% of the total voting power and total fair market value of the Company’s stock (or such surviving entity’s or parent entity’s stock); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing more than 50% of either the then-outstanding Shares or the combined voting power and total fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control;
(4) the sale or disposition by the Company of all or substantially all of the Company’s assets to any person during any 12-month period; or
(5) stockholder approval of complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
(1) if the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of determination; or
(2) if the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices as reported by an authorized OTCBB market data vendor as listed on the OTCBB website (otcbb.com) (or another similar system then in use as determined by the Plan Administrator) on the date of determination; or
(3) if the Common Stock is not publicly traded, the Plan Administrator will determine the Fair Market Value for purposes of the Plan using any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the valuation principles under Section 409A of the Code, except as the Plan Administrator may expressly determine otherwise.
For any date of determination that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day. The Plan Administrator can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can use weighted averages either on a daily basis or such longer period as complies with Section 409A of the Code.
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Appendix B: SS&C Technologies Holdings, Inc. AMENDED AND RESTATED 2023 Stock Incentive Plan
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SS&C TECHNOLOGIES HOLDINGS, INC. ATTN: INVESTOR RELATIONS 80 LAMBERTON ROAD WINDSOR, CT 06095 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Vote in advance by visiting www.proxyvote.com or by scanning the QR Barcode above. Vote by 11:59 pm ET on May 19, 2026. To vote during the meeting, you must log into www.virtualshareholdermeeting.com/SSNC2026 and have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 pm ET on May 19, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V91792-P49800 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SS&C TECHNOLOGIES HOLDINGS, INC. The Board of Directors recommends you vote FOR the nominees listed in Proposal 1, and FOR Proposals 2, 3 and 4: 1. The election of the nominees listed below as Class I directors. Nominees: 1a. Normand A. Boulanger 1b. David A. Varsano 1c. Michael J. Zamkow For Against Abstain For Against Abstain 2. To approve, on an advisory basis, the compensation of SS&C's named executive officers 3. The ratification of PricewaterhouseCoopers LLP as SS&C's independent registered public accounting firm for the fiscal year ending December 31, 2026 4. To approve the SS&C Third Amended and Restated 2023 Stock Incentive Plan And to transact any other business properly presented at the meeting Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. This card must be signed for your vote to count. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The SS&C's 2026 Proxy Statement and Annual Report are available at www.proxyvote.com. V91793-P49800 SS&C TECHNOLOGIES HOLDINGS, INC. 2026 Annual Meeting of Stockholders May 20, 2026 9:00 am ET This proxy is solicited by the Board of Directors The undersigned hereby appoints William C. Stone, Brian N. Schell and Jason White as proxy holders, each with full power of substitution, to represent and vote as designated on the reverse side, all of the shares of Common Stock of SS&C Technologies Holdings, Inc. (the "Company") held of record by the undersigned as of March 25, 2026, at the Annual Meeting of Stockholders of the Company to be held virtually at www.virtualshareholdermeeting.com/SSNC2026 at 9:00 am, ET, on Wednesday, May 20, 2026, and at any adjournment or postponement thereof. If you sign and return this proxy card but do not give any direction, this proxy will be voted FOR the nominees listed in Proposal 1, FOR Proposals 2, 3 and 4, and at the discretion of the proxies upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof. Continued and to be signed on reverse side