Independent
Tenure on this board
4.5 yrs
10 nominees · 3 ballot items.
Shareholders will vote to re-elect ten directors, approve on an advisory (non-binding) basis the compensation of the Company’s named executive officers for 2025, and ratify PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026 (and authorize the Audit Committee to determine audit fees).
Re-elect ten incumbent directors — Andrew Snyder, Jane Okun Bomba, Kenneth Cornick, Usama N. Cortas, Suzanne Heywood, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Saurabh Saha, and Matti Shem Tov — each to serve until the 2027 annual general meeting or until their successors are elected and qualified.
An advisory, non-binding 'say-on-pay' resolution asking shareholders to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the 2026 Annual General Meeting (reflecting 2025 compensation and related disclosures).
This advisory (‘say-on-pay’) proposal asks shareholders to approve, on a non-binding basis, the compensation of Clarivate’s named executive officers as disclosed in the proxy materials for the 2026 Annual General Meeting, which covers compensation paid and awarded for 2025. Management seeks this approval as an annual best-practice governance item to provide shareholders an opportunity to express their views on the Company’s pay philosophy and outcomes; the Board previously conducted a frequency vote and determined to hold an annual advisory vote. The compensation program emphasizes pay-for-performance with a majority of target pay delivered through at-risk elements (annual incentive plan and performance-based restricted share units), metrics tied to revenue, adjusted EBITDA, free cash flow, recurring organic revenue growth, adjusted diluted EPS, and a relative TSR modifier on PSUs. The Human Resources and Compensation Committee (comprised of independent directors) uses peer benchmarking and an independent compensation consultant (Pay Governance) to set pay, and the Company highlights governance controls such as clawbacks, prohibitions on hedging and pledging, and share ownership guidelines. Management notes prior strong shareholder support (approximately 99% approval in 2025) and argues that the program aligns executive incentives with long-term shareholder value while retaining and motivating leadership. The vote is advisory only and not binding, but the Board and the Committee state they will consider the vote’s outcome and shareholder feedback when making future compensation decisions. The Board recommends a FOR vote, emphasizing that the combination of short- and long-term performance metrics, independent oversight, and risk-mitigating policies together justify shareholder support of the disclosed NEO compensation.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accountants for the fiscal year 2026 and authorize the Board, acting through the Audit Committee, to determine the auditors’ fees.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Leonard Green Partners, L.P. | 18.25% | 116,666,507 | $295M |
| 2 | Exor N.V. | 10.53% | 67,294,884 | $170M |
| 3 | Clarkston Capital Partners, LLC | 6.70% | 42,846,530 | $108M |
| 4 | Partners Group Holding AG | 4.00% | 25,583,059 | $65M |
| 5 | FIL Ltd | 3.95% | 25,266,152 | $64M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.05% | 19,502,561 | $49M |
| 7 | EDMOND DE ROTHSCHILD HOLDING S.A. | 2.79% | 17,819,740 | $45M |
| 8 | CITADEL ADVISORS LLC | 2.45% | 15,671,439 | $40M |
| 9 | THOMPSON SIEGEL WALMSLEY LLC | 2.25% | 14,387,125 | $36M |
| 10 | Invenomic Capital Management LP | 2.08% | 13,310,234 | $34M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.