Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Dun & Bradstreet Holdings, Inc. |
Entity Central Index Key | 0001799208 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer ( PEO ) and the other named executive officers ( NEOs ) and certain financial performance metrics of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the compensation committee aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” Summary (1) Compensation (2) Average (3) Average (4) Value of Initial Fixed $100 Net Income (7) Adjusted (8) Year Total (5) Peer Group (6) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 11,303,648 10,504,196 4,843,154 4,656,066 (45.45)% 63.70% (47.0) 892.2 2022 29,239,478 10,511,190 9,375,299 5,999,002 (43.82)% 1.60% (2.3) 863.5 2021 9,376,618 (2,603,213) 4,575,080 (2,948,505) (7.64)% 57.17% (71.7) 847.1 2020 7,034,215 16,601,539 4,626,788 7,992,605 13.18% 24.34% (14.5) 400.2 (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Jabbour, our PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Jabbour, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jabbour during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jabbour’s total compensation to determine the compensation actually paid for 2023: Year Reported Summary Compensation Table Exclusion Reported (a) ($) Equity Award (b) ($) Compensation Actually Paid to 2023 11,303,648 (10,000,008) 9,200,556 10,504,196 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. (b) The equity award adjustments includes the addition (or subtraction, as applicable) of the following, as applicable: (i) the year-end fair value of any equity awards granted that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested or, in the case of our non-qualified stock options granted in 2022, that are not exercisable because they are underwater and/or the exercisability condition has not been achieved, as of the end of the year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the current year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the current year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) excludes the dollar value of any accrued cash dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date since they are included in the all other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Value Year over Year Fair Value as Year over Year Fair Value at Value of Dividends Total Equity 2023 10,344,836 (734,368) — (409,912) — — 9,200,556 (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs other than our PEO as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Year Non-PEO NEOs 2023 Messrs. Hipsher, Sahai, Reinhardt and Ms. Gomez 2022 Messrs. Foley, Hipsher, Sahai and Ms. Gomez 2021 Messrs. Hipsher, Reinhardt and Dr. Daffron (until May 27, 2021) 2020 Messrs. Hipsher, Reinhardt and Dr. Daffron (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to all NEOs other than our PEO as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to all NEOs other than our PEO as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for all NEOs other than our PEO as a group to determine the compensation actually paid for 2023, using the same methodology described above in Note 2: Year Average Reported Average Reported Average Equity (a) Average 2023 4,843,154 (3,625,008) 3,437,920 4,656,066 (a) The amounts deducted or added in calculating the total average equity award adjustments for all NEOs other than our PEO are as follows: Year Average Year over Year Average Fair Year over Year Average Fair Average Value Total 2023 3,750,008 (188,909) — (123,179) — — 3,437,920 (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment beginning on the date of the Company’s first dividend payment and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning date of the measurement period was July 1, 2020 and the date of our first dividend payment was September 22, 2022. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P North American Technology Sector Index. (7) The dollar amounts reported represent the Net Income (Loss) for each corresponding fiscal year. (8) The dollar amounts reported represent the Adjusted EDBITDA for each corresponding fiscal year. Adjusted EBITDA is calculated as Net income (Loss) attributable to Dun & Bradstreet adjusted to exclude certain income statement items including, (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax provision or benefit; (iv) equity-based compensation; (v) exit costs, impairments, and other charges; (vi) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; (vii) equity in net income of affiliates; (viii) net income attributable to non-controlling interests; (ix) merger, acquisition and divestiture-related costs; (x) other expenses and income — net; and (xi) other adjustments primarily related to non-recurring charges such as legal expense associated with significant legal and regulatory matters. | |||
Company Selected Measure Name | Adjusted EBITDA | |||
Named Executive Officers, Footnote | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Jabbour, our PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs other than our PEO as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Year Non-PEO NEOs 2023 Messrs. Hipsher, Sahai, Reinhardt and Ms. Gomez 2022 Messrs. Foley, Hipsher, Sahai and Ms. Gomez 2021 Messrs. Hipsher, Reinhardt and Dr. Daffron (until May 27, 2021) 2020 Messrs. Hipsher, Reinhardt and Dr. Daffron | |||
Peer Group Issuers, Footnote | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P North American Technology Sector Index. | |||
PEO Total Compensation Amount | $ 11,303,648 | $ 29,239,478 | $ 9,376,618 | $ 7,034,215 |
PEO Actually Paid Compensation Amount | $ 10,504,196 | 10,511,190 | (2,603,213) | 16,601,539 |
Adjustment To PEO Compensation, Footnote | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Jabbour, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jabbour during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jabbour’s total compensation to determine the compensation actually paid for 2023: Year Reported Summary Compensation Table Exclusion Reported (a) ($) Equity Award (b) ($) Compensation Actually Paid to 2023 11,303,648 (10,000,008) 9,200,556 10,504,196 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. (b) The equity award adjustments includes the addition (or subtraction, as applicable) of the following, as applicable: (i) the year-end fair value of any equity awards granted that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested or, in the case of our non-qualified stock options granted in 2022, that are not exercisable because they are underwater and/or the exercisability condition has not been achieved, as of the end of the year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the current year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the current year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) excludes the dollar value of any accrued cash dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date since they are included in the all other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Value Year over Year Fair Value as Year over Year Fair Value at Value of Dividends Total Equity 2023 10,344,836 (734,368) — (409,912) — — 9,200,556 | |||
Non-PEO NEO Average Total Compensation Amount | $ 4,843,154 | 9,375,299 | 4,575,080 | 4,626,788 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,656,066 | 5,999,002 | (2,948,505) | 7,992,605 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to all NEOs other than our PEO as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to all NEOs other than our PEO as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for all NEOs other than our PEO as a group to determine the compensation actually paid for 2023, using the same methodology described above in Note 2: Year Average Reported Average Reported Average Equity (a) Average 2023 4,843,154 (3,625,008) 3,437,920 4,656,066 (a) The amounts deducted or added in calculating the total average equity award adjustments for all NEOs other than our PEO are as follows: Year Average Year over Year Average Fair Year over Year Average Fair Average Value Total 2023 3,750,008 (188,909) — (123,179) — — 3,437,920 (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment beginning on the date of the Company’s first dividend payment and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning date of the measurement period was July 1, 2020 and the date of our first dividend payment was September 22, 2022. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P North American Technology Sector Index. (7) The dollar amounts reported represent the Net Income (Loss) for each corresponding fiscal year. (8) The dollar amounts reported represent the Adjusted EDBITDA for each corresponding fiscal year. Adjusted EBITDA is calculated as Net income (Loss) attributable to Dun & Bradstreet adjusted to exclude certain income statement items including, (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax provision or benefit; (iv) equity-based compensation; (v) exit costs, impairments, and other charges; (vi) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; (vii) equity in net income of affiliates; (viii) net income attributable to non-controlling interests; (ix) merger, acquisition and divestiture-related costs; (x) other expenses and income — net; and (xi) other adjustments primarily related to non-recurring charges such as legal expense associated with significant legal and regulatory matters. | |||
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid and Cumulative TSR | |||
Compensation Actually Paid vs. Net Income | Compensation Actually Paid and Net Income (Loss) While the Company does not use Net Income (Loss) as a performance measure in the overall executive compensation program, the measure of Net Income (Loss) is correlated with Adjusted EBITDA, which the Company uses when setting goals in the Company’s annual incentive plan and the performance-based restricted stock awards that are granted to the NEOs. | |||
Compensation Actually Paid vs. Company Selected Measure | Compensation Actually Paid and Adjusted EBITDA As described above, Adjusted EBITDA is Net income (Loss) attributable to Dun & Bradstreet adjusted to exclude certain income statement items including, (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax provision or benefit; (iv) equity-based compensation; (v) exit costs, impairments, and other charges; (vi) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; (vii) equity in net income of affiliates; (viii) net income attributable to non-controlling interests; (ix) merger, acquisition and divestiture-related costs; (x) other expenses and income — net; and (xi) other adjustments primarily related to non-recurring charges such as legal expense associated with significant legal and regulatory matters. | |||
Total Shareholder Return Vs Peer Group | Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the four-year period presented in the table was (45.45)%, while the cumulative TSR of the peer group presented for this purpose, the S&P North American Technology Sector Index, was 63.70% over the four years presented in the table. While the Company’s cumulative TSR underperformed the S&P North American Technology Sector Index during the four years presented in the table, we have made strong progression toward achievement of our multi-year strategy of transformation and delivered strong financial results, even in the face of known headwinds and a challenging macro-economic environment, through enhancing our existing client relationships, winning new clients in targeted markets, developing innovative solutions, expanding our presence in attractive international markets, disciplined capital allocation and selectively pursuing strategic acquisitions. For more information regarding the Company’s performance and the companies that the compensation committee considers when determining compensation, refer to “Executive Compensation — Compensation Discussion and Analysis.” | |||
Tabular List, Table | Tabular List of Financial Performance Measures As described in greater detail in “Executive Compensation — Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: Adjusted Revenue Adjusted EBITDA Adjusted EPS | |||
Total Shareholder Return Amount | $ (45.45) | (43.82) | (7.64) | 13.18 |
Peer Group Total Shareholder Return Amount | 63.7 | 1.6 | 57.17 | 24.34 |
Net Income (Loss) | $ (47,000,000) | $ (2,300,000) | $ (71,700,000) | $ (14,500,000) |
Company Selected Measure Amount | 892,200,000 | 863,500,000 | 847,100,000 | 400,200,000 |
PEO Name | Mr. Jabbour | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted Revenue | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | (8) The dollar amounts reported represent the Adjusted EDBITDA for each corresponding fiscal year. Adjusted EBITDA is calculated as Net income (Loss) attributable to Dun & Bradstreet adjusted to exclude certain income statement items including, (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax provision or benefit; (iv) equity-based compensation; (v) exit costs, impairments, and other charges; (vi) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; (vii) equity in net income of affiliates; (viii) net income attributable to non-controlling interests; (ix) merger, acquisition and divestiture-related costs; (x) other expenses and income — net; and (xi) other adjustments primarily related to non-recurring charges such as legal expense associated with significant legal and regulatory matters. | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EPS | |||
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (10,000,008) | |||
PEO | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 9,200,556 | |||
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 10,344,836 | |||
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (734,368) | |||
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (409,912) | |||
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (3,625,008) | |||
Non-PEO NEO | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,437,920 | |||
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,750,008 | |||
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (188,909) | |||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (123,179) | |||
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount |