SS&C Technologies Holdings, Inc. / "Lead Independent Director" | Tables in SEC filings

SSNC SS&C Technologies Holdings, Inc.

Definitive proxy

Notice of 2024 Annual Meeting of Stockholders	1	Non-Employee Director Compensation	30
Letter from our CEO and Chairman	2	Proposal Two: Advisory Vote to Approve Named
Letter from our Lead Independent Director	3	Executive Officer Compensation	31
2024 Proxy Summary	5	Compensation Discussion and Analysis	33
Annual Meeting Overview	5	Our Compensation Program	33
Voting Matters	5	Performance Goals Promote Strategic Execution and
Election of Class II Directors	5	Shareholder Value Creation	35
SS&C Core Values	6	2023 Performance Highlights	35
2023 Performance Highlights	6	Pay for Performance	36
Stockholder Engagement	7	Compensation Best Practices	37
Commitment to Strong Corporate Governance Practices	8	Executive Compensation Tables	48
Proposal One: Election of Class II Directors	9	2023 Option Exercises and Stock Vested	51
Board Structure	9	Potential Payments upon Termination or Change of Control	52
Number of Board Members	9	Equity Compensation Plan Information	54
Board Members Elections	9	2023 Pay Ratio Disclosure	55
Class II Director Nominees to be Elected at the 2024		2023 Pay Versus Performance	56
Annual Meeting	10	Proposal Three: Ratification of Selection of Independent
Board Diversity and Experience Matrix	11	Registered Public Accounting Firm	59
Director Biographies	13	Fees Paid to PricewaterhouseCoopers LLP	59
Executive Officers Who Are Not Directors	17	Audit Committee Approval Policies and Procedures	60
Criteria and Diversity of Director Nominees	19	Report of the Audit Committee	60
Director Nomination Process	19	Proposal Four: Approval of SS&C Technologies Holdings,
Succession Planning	20	Inc. Amended and Restated 2023 Stock Incentive Plan	61
Board Size	20	Ownership of Our Common Stock	69
Director Service on Other Public Company Boards	21	General Information About the 2024 Annual Meeting	71
Board Determination of Independence	21	Voting Procedures	71
Board Meetings and Attendance	21	Revocation of Proxies	72
Director Attendance at Annual Meeting of Stockholders	21	Stockholders Entitled to Vote	72
Board Leadership Structure and Composition	21	Quorum	72
Board Membership Changes	21	Votes Required	72
Role of the Lead Independent Director	22	Solicitation of Proxies	72
Board Committees	22	How We Use Notice & Access	72
Board Oversight	25	How to Attend the Virtual Annual Meeting	73
Risk Oversight	25	Other Matters	74
Cybersecurity Oversight	25	Stockholder Proposals and Director Nominations	74
ESG Oversight	26	Householding of Proxies	74
Stockholder Communications with our Board	26	Appendix A: Non-GAAP Financial Measures	75
Social Highlights	26	Appendix B: SS&C Technologies Holdings, Inc. Amended
Other Governance Matters	26	and Restated 2023 Stock Incentive Plan	79

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