SSNC SS and C Technologies Holdings Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

SS&C TECHNOLOGIES HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

1

SS&C Notice of 2025 Annual Meeting of Stockholders SS&C Technologies Holdings, Inc. | ssctech.com

Notice of 2025 Annual
Meeting of Stockholders

The Board of Directors of SS&C Technologies cordially invites you to attend the

2025 Annual Meeting of Stockholders.

Table of Contents

SS&C Core Values

SS&C is committed to the success of our clients and employees. As a leading financial services, health and technology company, SS&C continues to push innovation, be stewards in our community and operate with integrity.

2024 Performance Highlights

We are pleased with the Company’s operating performance in 2024, as shown by these results:

Stockholder Engagement

Our Board considers the feedback of our stockholders as critical to our long-term growth and success and values the input provided when making decisions for our company. Our discussions with stockholders often relate to our executive compensation program and governance matters. We analyze the feedback we receive from our stockholders and discuss it with our independent compensation advisors at Frederic W. Cook & Co. (“FW Cook”) to evaluate our executive compensation program and to facilitate alignment of our compensation program with prevailing market practice and with the promotion of stockholder value creation. We appreciate our stockholders’ willingness to engage with us and to provide their perspectives, and we are committed to maintaining active engagement to understand diverse viewpoints, and to be responsive to stockholder concerns. From May 2024 to March 2025, we met with 14 of our top 20 stockholders, and approximately 58% 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 35 of this proxy statement.

As described in our 2023 and 2024 proxy statements, the Compensation Committee has taken specific actions in recent years to enhance our executive compensation program in direct response to feedback from our stockholders, including with respect to our annual cash bonus program, long-term incentive programs, as well as providing detailed and transparent disclosure of our compensation decisions, including the following:

For additional details regarding the enhancements made to our executive compensation program in recent years, see the Compensation Discussion & Analysis continuing on page 31 of this proxy statement.

In 2024, given stockholders’ continued support and satisfaction with these actions, no additional specific changes were made to our executive compensation programs. We continue to maintain an active dialogue with our stockholders and evaluate feedback on issues of importance to them.

Commitment to Strong Corporate Governance Practices

We believe good corporate governance and high ethical standards are important for us to achieve success and create long-term value for our stockholders. Among our other practices, the following highlight our commitment to corporate governance:

Proposal 1:

Election of Class III Directors

Board Structure

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

Number of Board Members

The Board currently consists of eight members, divided into three classes as follows:

Board Member Elections

At each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose term is expiring. Ms. Conjeevaram, Mr. Stone and Mr. Vanni d’Archirafi are current Class III directors whose terms expire at the 2025 annual meeting. Each of these directors has been nominated by the Board upon the recommendation of the Nominating and Governance Committee for reelection as a Class III director, with a term ending at the 2028 annual meeting.

Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the nominees identified above to a three-year term ending at the 2028 annual meeting, to hold office until his or her successor has been duly elected and qualified, or until the director’s earlier death, removal, or resignation.

SS&C’s corporate bylaws provide that an uncontested election of directors will be decided by a majority in voting power of votes cast with respect to a nominee’s election. Accordingly, a majority in voting power of the votes cast by holders of all of the shares of common stock present in person or represented by proxy at the 2025 annual meeting is required to elect each nominee as a director.

Each of the nominees has indicated his or her willingness to serve on the Board, if elected. If any nominee is unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by the Board or the Board may reduce its size. If a Class III director nominee fails to receive a majority in voting power of the votes cast, the director must tender his or her resignation to the Board. The Nominating and Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the resignation. The Board will act on the resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision regarding the resignation within 90 days following certification of the election results.

Class III Director Nominees to be Elected at the 2025 Annual Meeting

KEY

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 13.

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

The skills and experience categories listed in the above chart are described in more detail below:

Director Biographies

The Nominating and Governance Committee has recommended, and the Board has nominated, Ms. Conjeevaram, Mr. Stone and Mr. Vanni d’Archirafi for election at the 2025 annual meeting as the Class III directors, to serve until the 2028 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 III Directors NOMINEES TO BE ELECTED AT THE 2025 ANNUAL MEETING

Class I Directors

Class II DirectorS

Executive Officers Who Are Not Directors

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

Criteria and Skills of Director Nominees

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

In terms of criteria for composition of the Board and Board committees, the Nominating and Governance Committee considers issues of judgment, age, skills, background and experience of the directors, with the goal of providing a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities.

The director biographies above describe each nominee’s experience, qualifications, attributes and skills that led the Board to conclude that he or she should continue to serve as a member of the Board. Our Board believes that each of the nominees has realized significant professional and personal achievements and possesses the background, talents and experience that are necessary for the Company’s success and the creation of stockholder value.

Director Nomination Process

The process followed by the Nominating and Governance Committee to identify and evaluate director candidates begins with requesting recommendations from Board members, other directors, senior management, third parties and others; holding meetings from time to time to evaluate biographical information and background material relating to potential candidates; and conducting interviews of selected candidates by members of the Nominating and Governance Committee. The Nominating and Governance Committee has engaged a leading third-party search firm, Korn Ferry, to conduct a rigorous search and review process for Board candidates.

Through this process, including consultation by the Nominating and Governance Committee with leading third-party search firm Korn Ferry, the Board elected Francesco Vanni d’Archirafi as an independent member of to the Board on March 24, 2025, to fill a vacancy resulting from an increase in the size of the Board from seven directors to eight directors. Mr. Vanni d’Archirafi was nominated and unanimously recommended by the Nominating and Governance Committee after review of his and other director candidates’ integrity, business acumen, expertise, skills, experience, and other criteria for Board member selection set forth in the Nominating and Governance Committee’s charter and in the Company’s Corporate Governance Guidelines.

Stockholders may recommend individuals to the Nominating and Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background material, to the Nominating and Governance Committee via email at CorpLegal@sscinc.com, attention: Corporate Secretary, SS&C Technologies Holdings, Inc.

Assuming that appropriate biographical information and background material is provided on a timely basis, the Nominating and Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process and applying substantially the same criteria as it follows for candidates submitted by others.

Stockholders also have the right under our Bylaws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Governance Committee or the Board. In addition, our Bylaws permit a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years 3% or more of the shares of common stock of the Company, to nominate and include in the Company’s proxy materials for an annual meeting directors constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws and provided further that so long as the Company has a classified board structure, the maximum number of proxy access nominees in a year shall not exceed one-half of the number of directors to be elected at that annual meeting. See “Stockholder Proposals and Director Nominations” beginning on page 77 below.

STOCKHOLDERS AGREEMENT

The Company is a party to a Stockholders Agreement, as amended, with William C. Stone, our Chairman and Chief Executive Officer. The Stockholders Agreement entitles Mr. Stone to nominate two directors, one of whom shall be Mr. Stone for so long as he is our Chief Executive Officer. For more information on the Stockholders Agreement, see the section of this proxy statement entitled “Related Person Transactions–Stockholders Agreement” beginning on page 27.

Succession Planning

Succession planning is a top priority for the Board and SS&C’s senior leadership, with the objective of having a pipeline of highly qualified executives. Our Nominating and Governance Committee oversees the Company’s Board and Chief Executive Officer succession planning process. Our Chief Executive Officer also provides the Nominating and Governance Committee with recommendations for, and evaluations of, potential successors. Directors engage with those individuals and other senior management talent at Board and committee meetings and other forums to enable their assessment.

Board Size

The Board sets the number of directors from time to time by a resolution adopted by the Board. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant. There are currently eight members of the Board, including Mr. Vanni d’Archirafi who was elected by the Board in March 2025 to fill a vacancy resulting from an increase in the size of the Board from seven directors to eight directors. If all of the Board’s nominees are elected, the Board will be composed of eight members immediately following the annual meeting. If any nominee is unable to serve as a director, or if any director leaves the Board between annual meetings, the Board may reduce the number of directors or elect an individual to fill the resulting vacancy.

Director Service on Other Public Company Boards

The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the Chair of the Nominating and Governance Committee in advance of accepting any invitation to serve on another public company’s board, or any private company or non-profit board that is expected to require significant commitments of time. This allows the Nominating and Governance Committee to assess the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment required by the new 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, 2024, which we refer to as fiscal 2024, the Board met four times. During fiscal 2024, the Audit Committee held eight meetings; the Compensation Committee held four meetings; and the Nominating and Governance Committee held five 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 2024.

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 then Board members attended our 2024 Annual Meeting of Stockholders.

Board Leadership Structure and Composition

Mr. Stone has served as Chairman of the Board of Directors and Chief Executive Officer 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:

Board Membership Changes

As previously announced on March 26, 2025, the Board elected Mr. Vanni d’Archirafi to the Board to fill a vacancy resulting from an increase in the size of the Board from seven directors to eight directors. Mr. Vanni d’Archirafi was nominated and unanimously recommended by the Nominating and Governance Committee after consultation with leading third-party search firm Korn Ferry and review of his integrity, business acumen, expertise, skills, experience, and other criteria for Board member selection set forth in the Nominating and Governance Committee’s charter and in the Company’s Corporate Governance Guidelines. Mr. Vanni d’Archirafi was elected as a Class III director to serve until the 2025 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. Mr. Vanni d’Archirafi is up for election by the stockholders in Proposal 1 on page 9.

Board Committees

The Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, each of which operates under a charter that has been approved by the Board. Each committee’s charter is posted on our website, at https://investor.ssctech.com/governance/governance-documents/. In addition, from time to time, special committees may be established under the direction of the Board to address specific issues.

The table below shows current membership and indicates the chairperson (*) for each of the standing Board committees.

The Board has determined that each member of each of the Board’s three standing committees is independent as defined under the rules of Nasdaq, including, in the case of each member of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and including, in the case of each member of the Compensation Committee, the independence requirements contemplated by Rule 10C-1 under the Exchange Act and Nasdaq rules.

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.

Cybersecurity Oversight

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.

ESG Oversight

The Nominating and Governance Committee provides oversight of the Company’s practices and processes relating to the management and oversight of ESG matters. As part of such oversight, the Nominating and Governance Committee periodically reviews, and makes recommendations to the Board regarding, our ESG policies, practices and processes, in coordination with other committees of the Board. Our ESG Report, which sets forth our current programs as well as future plans and initiatives, was developed with guidance from a third-party consultant who performed a thorough materiality assessment to assist us with formulating and driving our ESG strategy and program. We will continue to assess our ESG program in the future, including, without limitation, with respect to climate-related matters.

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.

Social Highlights

WORKFORCE SUPPORT

We are committed to being an organization that supports its employees in the following ways:

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 2024, we helped over 15 organizations primarily in the Kansas City, Boston, New York, Cleveland, Jacksonville, Washington DC and Denver areas. Since April 2018, we have donated over $5.7 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.

RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

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.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider:

The Audit Committee may approve or ratify the related person transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The Audit Committee may, in its sole discretion, impose any conditions it deems appropriate on the Company or the related person in connection with approval of the related person transaction.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, the Board has determined that the following do not create a material direct or indirect interest on behalf of a related person and, therefore, are not related person transactions for purposes of our related person transaction policy:

The policy provides that transactions involving compensation of executive officers will be reviewed and approved by the Compensation Committee in the manner specified in its charter.

STOCKHOLDERS AGREEMENT

The Company is a party to a Stockholders Agreement with Mr. Stone that entitles him, if he holds greater than 15% of our common stock, to nominate two directors, one of whom shall be Mr. Stone for so long as he is our Chief Executive Officer. If Mr. Stone holds less than 15% of our common stock, he is entitled to nominate one director (including himself) to the Board. Mr. Stone’s rights under the Board nomination provisions of the Stockholders Agreement will terminate at such time as he holds less than 10% of our common stock.

The provisions of the Stockholders Agreement also require that, so long as Mr. Stone is a member of the Board and the Chief Executive Officer of the Company, he will serve as Chairman of the Board.

REGISTRATION RIGHTS AGREEMENT

The Company and Mr. Stone are parties to a Registration Rights Agreement, under which Mr. Stone can demand that we file a registration statement for all or a portion of his common stock. Mr. Stone is also entitled to request that his shares be covered by a registration statement that we are otherwise filing with respect to our common stock. In either event, the Company is required to pay all expenses of Mr. Stone in connection with the registration (other than underwriting discounts and commissions and transfer taxes applicable to the sale of registerable securities). The Registration Rights Agreement also provides that the Company will indemnify Mr. Stone, and Mr. Stone will indemnify the Company, for certain matters in connection with the registration of Mr. Stone’s shares. The registration rights in the Registration Rights Agreement are subject to certain conditions and limitations specified in the Registration Rights Agreement, including the right of the underwriters of an offering to limit the number of shares included in certain registrations.

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, 2024, we generated $0.3 million in revenue under the Contracts.

In March 2025, 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, 2024 through December 31, 2024, Robert Stone was paid $3,597,668 as salary, commissions, 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, 2024 through December 31, 2024, Ms. Goff was paid $256,929 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, 2024 through December 31, 2024, Justine Stone was paid $425,527 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, 2024 through December 31, 2024, Elizabeth Stone was paid $467,206 as salary, grant date fair value of stock awards and other compensation related to her employment at SS&C.

Non-Employee Director Compensation

In consultation with its 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, our non-employee directors are 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. Our non-employee directors are also eligible for an annual grant of restricted stock unit awards 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 stockholder meeting date. In addition, the Company’s historical approach is to provide newly elected directors with an initial grant of restricted stock unit awards in the amount of $100,000, which vest on the first anniversary of the grant date.

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 2024.

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, 2024, each of our non-employee directors was in compliance with our stock ownership guidelines.

For purposes of determining compliance with the ownership guidelines, the following shares are counted as being owned:

In 2024, we revised the stock ownership guidelines so that shares underlying the in-the-money portion of vested, unexercised stock options no longer 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.

Proposal 2:

Advisory Vote to Approve Named Executive Officer Compensation

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Exchange Act.

Our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for successful performance on our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our stockholders.

We have designed the annual cash bonus and long-term incentive program components of our executive compensation program in response to feedback we received from stockholders through a robust stockholder engagement process in 2022 and 2023. In 2024, we maintained the same programs that were implemented as a result of this process. Our programs are designed to ensure that our executive compensation aligns with prevailing market practice and promotes pay for performance.

In particular, we have adopted a formulaic annual cash bonus program under which target bonus opportunities are established for each executive and are earned and paid in cash based on the achievement of pre-established, objective performance metrics. In addition, our long-term incentive program reflects a market-based award mix of performance-vesting stock units (PSUs), time-based stock options and time-vesting RSUs, with awards granted based on an aggregate target value on the date of grant, rather than a target number of shares, to promote year-over-year stability and align with prevailing market practice.

At the 2023 annual meeting, shareholders had the opportunity to vote, on an advisory, non-binding basis, on the frequency of our “say-on-pay” votes. Shareholders supported a resolution that we hold a “say-on-pay” vote every year in accordance with the Board’s recommendation. Accordingly, we will be holding “say-on-pay” votes on an annual basis, with the next “say-on-pay” vote to occur at the 2026 Annual Meeting of Stockholders.

For additional details regarding the components of our executive compensation program, see the Compensation Discussion & Analysis continuing on page 38 of this proxy statement.

The Board is asking stockholders to approve a non-binding advisory vote on the following resolution. This vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables and any related narrative disclosures in this proxy statement, is hereby approved.

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 2024 (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 2024 are as follows:

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 is committed to our ongoing engagement with stockholders to ensure a clear understanding of how we use our compensation program to ensure alignment between pay and performance, as measured by both operating results and changes in shareholder value, and to be responsive to stockholder feedback. The Compensation Committee chose the performance metrics described below because the Committee believes that these metrics best track the execution of our strategic plan and, in turn, directly translate into the creation of value for our stockholders.

Our Compensation Program

OVERVIEW

In response to feedback received from engagement with stockholders in 2022 and 2023, the Compensation Committee, together with its independent compensation consultant, FW Cook, has designed our executive compensation program to strengthen our commitment to our pay for performance philosophy and to closely align our overall program with prevailing market views on best practices, thereby ensuring a strong tie between realized pay and performance and the alignment of the interests of our executive team with our stockholders.

The Compensation Committee believes our executive compensation program and governance practices align the interests of our executive team with those of our stockholders. The following table summarizes key features of our executive compensation program:

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 2024, 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 2023 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.

2024 Performance Highlights

We are pleased with the Company's operating performance in 2024, as shown by these results: