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DUN & BRADSTREET HOLDINGS, INC.
5335 GATE PARKWAY
JACKSONVILLE, FLORIDA 32256
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5
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6
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CORPORATE GOVERNANCE GUIDELINES
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CODES OF ETHICS
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CORPORATE RESPONSIBILITY
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THE BOARD
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BOARD GOVERNANCE AND INDEPENDENCE
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COMMITTEES OF THE BOARD
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CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
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AUDIT COMMITTEE
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REPORT OF THE AUDIT COMMITTEE
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COMPENSATION COMMITTEE
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BOARD LEADERSHIP STRUCTURE
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BOARD ROLE IN RISK OVERSIGHT
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CONTACTING THE BOARD
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16
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DIRECTOR CRITERIA, QUALIFICATIONS AND EXPERIENCE AND PROCESS FOR
SELECTING DIRECTORS |
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COMPOSITION, TENURE, RECENT REFRESHMENT AND DIVERSITY
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17
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INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS
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BOARD OF DIRECTORS
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Director Skill
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William P.
Foley, II (Chair) |
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Anthony
Jabbour (CEO) |
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Ellen R
Alemany |
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Douglas K.
Ammerman |
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Chinh E.
‘Chu |
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Thomas M.
Hagerty |
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Keith J.
Jackson |
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Kirsten M.
Kliphouse |
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Richard N.
Massey |
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James A.
Quella |
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Ganesh B.
Rao |
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Board of Directors Experience
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Industry Experience
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| | | | | ● | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | |
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CEO/Business Head/ Leadership
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | |
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International
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Human Capital Management/ Compensation
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | |
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Finance/Capital Allocation
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Financial Literacy
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Regulatory
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | |
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Risk Management
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Corporate Governance
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Technology/Information Security
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Legal
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| | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | |
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Marketing/Sales
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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18
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Demographics:
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William P.
Foley, II (Chair) |
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Anthony
Jabbour (CEO) |
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Ellen R
Alemany |
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Douglas K.
Ammerman |
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Chinh E.
Chu |
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Thomas M.
Hagerty |
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Keith J.
Jackson |
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Kirsten M.
Kliphouse |
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Richard N.
Massey |
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James A.
Quella |
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Ganesh B.
Rao |
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| | Race/Ethnicity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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African American
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Asian / Pacific Islander
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White/Caucasian
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| | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | |
| | Hispanic / Latino | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Native American | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gender | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Male
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| | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | | | | | | | | | | | | ● | | | | | | | ● | | | | | | | ● | | | |
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Female
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| | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | |
| | Board Tenure | | | | | | 5 | | | | | | | 5 | | | | | | | 3 | | | | | | | 5 | | | | | | | 5 | | | | | | | 5 | | | | | | | 4 | | | | | | | 1 | | | | | | | 5 | | | | | | | 5 | | | | | | | 5 | | | |
| | Age* | | | | | | 79 | | | | | | | 56 | | | | | | | 68 | | | | | | | 72 | | | | | | | 57 | | | | | | | 61 | | | | | | | 58 | | | | | | | 57 | | | | | | | 68 | | | | | | | 74 | | | | | | | 47 | | | |
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Name
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Position
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| | William P. Foley, II | | | | Executive Chairman and Director | | |
| | Anthony M. Jabbour | | | | Chief Executive Officer and Director | | |
| | Ellen R. Alemany | | | | Chairwoman of the Corporate Governance and Nominating Committee, Member of the Audit Committee | | |
| | Douglas K. Ammerman | | | | Lead Director and Chairman of the Audit Committee | | |
| | Chinh E. Chu | | | | Director | | |
| | Thomas M. Hagerty | | | | Member of the Compensation Committee and the Corporate Governance and Nominating Committee | | |
| | Keith J. Jackson | | | | Member of the Corporate Governance and Nominating Committee | | |
| | Kirsten M. Kliphouse | | | | Member of the Audit Committee | | |
| | Richard N. Massey | | | | Chairman of the Compensation Committee | | |
| | James A. Quella | | | | Member of the Compensation Committee and the Audit Committee | | |
| | Ganesh B. Rao | | | | Director | | |
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20
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23
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Proposal No. 1: Election of Directors
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| William P. Foley, II | | | Ellen R. Alemany | | | Douglas K. Ammerman | |
| Chinh E. Chu | | | Thomas M. Hagerty | | | Anthony M. Jabbour | |
| Keith J. Jackson | | | Kirsten M. Kliphouse | | | Richard N. Massey | |
| James A. Quella | | | Ganesh B. Rao | | | | |
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Name
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Position
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Age
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| | William P. Foley, II | | | | Executive Chairman | | | |
79
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| | Anthony M. Jabbour | | | | Chief Executive Officer | | | |
56
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| | Bryan T. Hipsher | | | | Executive Vice President and Chief Financial Officer | | | |
41
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| | Virginia G. Gomez | | | | President, North America | | | |
55
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| | Neeraj Sahai | | | | President, International | | | |
66
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| | Joe A. Reinhardt III | | | | Chief Legal Officer | | | |
61
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Proposal No. 2: Approve an Amendment
to our Amended and Restated Certificate of Incorporation to Limit Liability of Our Officers as Permitted by Law |
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2023 FINANCIAL AND PERFORMANCE HIGHLIGHTS
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OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES
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COMPENSATION BEST PRACTICES
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Things We Do
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Set a high ratio of performance-based compensation to total compensation, and a low ratio of non-performance-based compensation, including fixed benefits, perquisites and salary, to total compensation.
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Adopted robust stock ownership guidelines and linked the guidelines to a holding period requirement for executives and directors who have not met the guidelines.
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Clawback any overpayments of incentive-based or equity-based compensation that were attributable to restated financial results in compliance with the NYSE listing rules.
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Our compensation committee sets maximum levels payable under our annual incentives, and our equity incentive plan has a limited award pool.
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Our long-term equity incentive awards granted to our named executive officers generally use a vesting schedule of at least three years.
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Dividends are accrued and are paid only on equity awards that vest.
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Awards vest in connection with a change in control only if combined with a termination of employment (unless the acquiror does not assume the awards).
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Separate the positions of Chief Executive Officer and Executive Chairman.
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Limited perquisites.
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Our compensation committee uses an independent compensation consultant who reports solely to the compensation committee and does not provide separate services to management.
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Things We Won’t Do
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Provide tax gross-ups or reimbursement of taxes on perquisites.
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Permit the repricing of stock options or any equivalent form of equity incentive.
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Have multi-year guarantees for salary increases, non-performance-based bonuses or guaranteed equity compensation in our executive employment agreements.
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Employment agreements do not allow tax gross-ups for compensation paid due to a change of control and do not contain single-trigger severance payment arrangements related to a change of control.
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Supplemental executive retirement plans, executive pensions or excessive retirement benefits.
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31
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Observations Identified and Response
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Discussion
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OBSERVATION:
Retention awards for executive officers outsizing peers.
RESPONSE:
We do not expect to utilize similar retention awards for executive officers in the future. |
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In August 2022, our compensation committee assessed the critical need to retain our talented senior leadership team, and our named executive officers (including Mr. Foley) in particular, in order to effectively execute on our board’s multi-year strategy and vision of transformation. As a part of this assessment, the compensation committee discussed increased competition and aggressive talent recruitment within our industry and trends in retention strategies among our peer group. Following this assessment, the compensation committee approved one-time awards of non-qualified stock options (with an exercisability condition related to significant growth in our stock price) and performance-based restricted stock to a group of senior leaders in the Company, including each of our named executive officers, with the greatest ability to influence and impact our execution on that strategy and a proven track record of driving long-term stockholder value creation through transformation and growth initiatives.
While the compensation committee believed it was extremely important to issue the retention awards in 2022 in order to retain our highly skilled leaders, we did not utilize similar awards in 2023 and we do not expect to utilize similar awards in the future.
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OBSERVATION:
Performance period for restricted stock awards is only one year.
RESPONSE:
The 2023 performance-based restricted stock awards had a one year EBITDA measurement for fiscal year 2023. Starting with the 2024 grants, they will have three performance periods: Fiscal years 2024, 2025 and 2026. |
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Our 2024 performance-based restricted stock awards vest ratably on each of the first three anniversaries of the date of grant, subject to the achievement of applicable performance-based restrictions. For our 2024 awards:
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The first 1/3 of the award will vest only if the Company achieves Adjusted EBITDA of at least $892.0 million in 2024
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The second 1/3 of the award will vest only if the Company achieves Adjusted EBITDA in 2025 at least equal to the Adjusted EBITDA achieved in 2024
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The third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2026 at least equal to the Adjusted EBITDA achieved in 2025
If we do not achieve the performance metric in any year, the portion of the award that was subject to achievement of that metric will be forfeited. In other words, there is no “catch-up” to allow a portion of an award to vest in a subsequent year if we fail to achieve the performance metric applicable to that year.
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OBSERVATION:
Overlapping performance measures (use of Adjusted EBITDA in both long-term and short-term compensation programs).
RESPONSE:
Our performance measures provide a form of at-risk, performance-based pay that is focused on achievement of critical, objectively measurable, annual financial objectives |
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We selected Adjusted EBITDA as the performance measure for our long-term and short-term compensation programs because it is one of the most important measures in evaluating our operating strength and efficiency. Adjusted EBITDA also reflects our ability to convert revenue into operating profits for stockholders and our progress toward achieving our long-term strategy. It is a key measure used by investors and has a significant effect on our long-term stock price.
In setting the performance target for our long-term incentive awards, our compensation committee seeks to set a goal for our executives that requires them to achieve results that are better than the prior year. In light of the importance of these awards in the retention of our executives and the design of our long-term incentives so that the award was forfeited if the performance target was not achieved, the committee did not set the performance target for our long-term incentive awards at a level that it considered to be a stretch for our executives.
The committee’s approach in this respect is different than its approach in setting the goals for our annual cash-based incentive. The annual cash-based incentive awards are intended to reward our executives for driving strong performance in the year to which the award relates. Accordingly, the committee sets the minimum, target and maximum performance targets for our annual cash-based incentives at levels that are based upon our budget and are intended to drive superior performance by our executives.
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32
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Observations Identified and Response
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Discussion
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OBSERVATION:
Lack of an independent Lead Director. RESPONSE:
Designated a highly qualified independent Lead Director in February 2024. |
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Our board determined it to be useful and appropriate to designate an independent Lead Director to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. In February 2024, our board designated Douglas K. Ammerman to serve as our independent Lead Director. Mr. Ammerman has extensive board governance experience and has a deep understanding of our business from serving on our board since the Take-Private Transaction. Mr. Ammerman serves as the Chair of our audit committee and meets the SEC’s heightened independence standards for audit committee service. He provides a clear and independent voice on the board that appropriately balances our leadership structure. As our independent Lead Director, Mr. Ammerman’s responsibilities include coordination of the activities of our non-employee directors, presiding at executive sessions, participating in agenda setting, and participating in stockholder engagement activities.
For a description of the responsibilities of our independent Lead Director, see the section above titled “Board Leadership Structure.”
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OBSERVATION:
Board gender diversity
RESPONSE:
Elected a qualified female director to our board in 2023, resulting in two female directors serving on our board. |
| | | In July 2023, Ms. Kirsten M. Kliphouse was elected to our board and she was appointed to our audit committee in October 2023. Ms. Kliphouse is a highly qualified independent director with strong technology industry, business development, product innovation and cybersecurity experience. | | |
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OVERVIEW OF OUR COMPENSATION PROGRAMS
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Fixed Compensation
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Short-Term Incentives
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Long-Term Incentives
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Benefits
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Base Salary
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Annual Cash Incentives
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Long-Term Equity
Incentives |
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Employee Stock Purchase Plan; 401(k) plan; health insurance and limited perquisites.
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| | Fixed cash component with annual merit increase opportunity based on responsibilities, individual performance results and other considerations. | | | | Annual cash award for profitability, growth and operating strength during the year. | | | | Equity awards to promote long-term growth and tie our executives’ financial interests to those of our investors. | | | ||||
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Link to Performance
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| | Individual performance | | | | Adjusted EBITDA, Adjusted Revenue, Adjusted EPS, new sales and strategic risk management objectives | | | | Future growth in equity value | | |
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33
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ALLOCATIONS OF TOTAL COMPENSATION FOR 2023
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Name
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Salary
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Annual
Cash Incentive |
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Stock Awards
(Perf.-Based) |
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Benefits &
Other Compensation |
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Total
Compensation |
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Performance-
Based Compensation |
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Anthony M. Jabbour
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2.2%
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5.3%
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88.5%
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4.0%
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100.0%
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93.8%
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Bryan T. Hipsher
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9.6%
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10.5%
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76.6%
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3.2%
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100.0%
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87.2%
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Virginia G. Gomez
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9.6%
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11.6%
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76.5%
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2.3%
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100.0%
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88.1%
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Neeraj Sahai
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9.5%
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11.5%
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76.2%
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2.7%
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100.0%
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87.7%
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Joe A. Reinhardt III
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13.6%
|
| | |
15.0%
|
| | |
68.0%
|
| | |
3.5%
|
| | |
100.0%
|
| | |
82.9%
|
| |
|
COMPENSATION COMPONENTS
|
|
|
![]() |
| |
34
|
|
|
![]() |
| |
35
|
|
| |
Performance Measure
|
| | |
Weight
|
| | |
How Calculated
|
| | |
Reason For Use
|
| |
| | Adjusted Revenue | | | |
30%
|
| | | GAAP revenues on a constant currency basis. | | | | Adjusted Revenue is useful to investors and management as a supplemental measure to evaluate our performance on a consistent basis. | | |
| | Adjusted EBITDA | | | |
25%
|
| | | GAAP Net income (Loss) attributable to Dun & Bradstreet, adjusted to exclude certain income statement items including but not limited to: (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. | | | | Adjusted EBITDA is useful to investors as a supplemental measure to evaluate the overall operating performance of companies. Management uses Adjusted EBITDA as a measurement used to compare our operating performance to our peers and competitors. | | |
| | New sales | | | |
25%
|
| | | The aggregate of (i) sales of products to new clients in 2023; and (ii) sales of products to existing clients with an incremental increase over prior year sales. | | | | New sales is a driver of future revenue growth. It rewards management for success at selling new products to our clients and gaining new clients. We believe this performance measure is a tangible indication of our executives’ immediate efforts to grow Adjusted revenue and Adjusted EBITDA. | | |
| | Adjusted EPS | | | |
10%
|
| | | Adjusted Net Earnings divided by the diluted weighted average shares of common stock outstanding, adjusted to exclude certain income statement items including, but not limited to: (i) incremental depreciation and amortization resulting from the application of purchase accounting; (ii) equity-based compensation; (iii) exit costs, impairments, and other charges; (iv) merger, acquisition and divestiture-related costs; (v) transition costs primarily consisting of non-recurring expenses associated with transformational and integration activities, as well as incentive expenses associated with our synergy program; (vi) debt refinancing and extinguishment costs; (vii) non-operating pension-related income (expenses); (viii) non-cash gain and loss resulting from the modification of our interest rate swaps; (ix) other adjustments primarily related to non-recurring charges such as legal expense associated with significant legal and regulatory matters; and (x) tax effect of the non-GAAP adjustments and other tax effect adjustments. | | | | Adjusted EPS is an important measure of our performance as it reflects growth and profitability as well as the effectiveness of our capital allocation. Adjusted EPS is a common basis for equity valuation and widely followed by the investment community. | | |
|
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| |
36
|
|
| |
Performance Metric
|
| | |
Weight
|
| | |
Threshold
|
| | |
Target
|
| | |
Maximum
|
| | |
Performance
Result |
| | |
Payout
Factor |
| |
| | | | | | | | | |
($ in millions except
Adjusted EPS) |
| | |
($ in millions except
Adjusted EPS) |
| | |
($ in millions except
Adjusted EPS) |
| | |
($ in millions except
Adjusted EPS) |
| | | | | |
| |
Adjusted Revenue
|
| | |
30%
|
| | |
$2,218
|
| | |
$2,275
|
| | |
$2,309
|
| | |
$2,292.6
|
| | |
151.8%
|
| |
| |
Adjusted EBITDA
|
| | |
25%
|
| | |
$850
|
| | |
$890
|
| | |
$915
|
| | |
$892.2
|
| | |
108.8%
|
| |
| |
New Sales
|
| | |
25%
|
| | |
$300
|
| | |
$350
|
| | |
$400
|
| | |
$349.8
|
| | |
99.8%
|
| |
| |
Adjusted EPS
|
| | |
10%
|
| | |
$0.90
|
| | |
$0.95
|
| | |
$0.98
|
| | |
$1.00
|
| | |
200.0%
|
| |
| | Strategic Risk Management Objectives | | | |
10%
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
Achieved
|
| | |
100%
|
| |
| |
Name
|
| | |
2023 Base
Salary(1) |
| | |
2023 Annual
Incentive Target(2) |
| | |
2023 Incentive
Pay Target |
| | |
Actual Performance
Multiplier |
| | |
2023 Total
Incentive Earned |
| |
| |
Anthony M. Jabbour
|
| | |
$250,000
|
| | |
200%
|
| | |
$500,000
|
| | |
120.0%
|
| | |
$600,000
|
| |
| |
Bryan T. Hipsher
|
| | |
$500,000
|
| | |
100%
|
| | |
$500,000
|
| | |
110.0%
|
| | |
$550,000
|
| |
| |
Virginia G. Gomez
|
| | |
$500,000
|
| | |
110%
|
| | |
$550,000
|
| | |
110.0%
|
| | |
$605,000
|
| |
| |
Neeraj Sahai
|
| | |
$500,000
|
| | |
110%
|
| | |
$550,000
|
| | |
110.0%
|
| | |
$605,000
|
| |
| |
Joe A. Reinhardt III
|
| | |
$500,000
|
| | |
100%
|
| | |
$500,000
|
| | |
110.0%
|
| | |
$550,000
|
| |
|
![]() |
| |
37
|
|
|
![]() |
| |
38
|
|
|
WE PROMOTE LONG-TERM STOCK OWNERSHIP FOR OUR EXECUTIVES
|
|
| |
Position
|
| | |
Minimum Aggregated Value
|
| |
| | CEO | | | |
6 × base salary
|
| |
| | Officers | | | |
2 × base salary
|
| |
| | Members of the Board | | | |
5 × annual cash retainer
|
| |
|
![]() |
| |
39
|
|
|
![]() |
| |
40
|
|
|
•
Intercontinental Exchange, Inc.
|
| |
•
Tyler Technologies, Inc.
|
|
|
•
Thompson Reuters Corporation
|
| |
•
MSCI Inc.
|
|
|
•
Fair Isaac Corporation
|
| |
•
Factset Research System Inc.
|
|
|
•
Moody’s Corporation
|
| |
•
Costar Group, Inc.
|
|
|
•
Equifax Inc.
|
| |
•
Morningstar, Inc.
|
|
|
•
TransUnion
|
| |
•
Verisk Analytics, Inc.
|
|
|
![]() |
| |
41
|
|
|
2023 STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
|
|
|
![]() |
| |
42
|
|
|
COMPENSATION COMMITTEE REPORT
|
|
|
![]() |
| |
43
|
|
|
SUMMARY COMPENSATION TABLE
|
|
| |
Name
|
| | |
Year
|
| | |
Salary
($)(1) |
| | |
Bonus
($) |
| | |
Stock
Awards ($)(2) |
| | |
Option
Awards ($) |
| | |
Non-equity
Incentive Plan Compensation ($)(3) |
| | |
All Other
Compensation ($)(4) |
| | |
Total
($) |
| |
| |
Anthony M. Jabbour
Chief Executive Officer |
| | |
2023
|
| | |
250,000
|
| | |
—
|
| | |
10,000,008
|
| | |
—
|
| | |
600,000
|
| | |
453,640
|
| | |
11,303,648
|
| |
|
2022
|
| | |
250,000
|
| | |
—
|
| | |
20,000,017
|
| | |
8,395,255
|
| | |
428,000
|
| | |
166,206
|
| | |
29,239,478
|
| | |||||
|
2021
|
| | |
250,000
|
| | |
271,050
|
| | |
8,000,019
|
| | |
—
|
| | |
855,411
|
| | |
138
|
| | |
9,376,618
|
| | |||||
| |
Bryan T. Hipsher
Chief Financial Officer |
| | |
2023
|
| | |
500,000
|
| | |
—
|
| | |
4,000,008
|
| | |
—
|
| | |
550,000
|
| | |
169,334
|
| | |
5,219,342
|
| |
|
2022
|
| | |
500,000
|
| | |
—
|
| | |
6,000,010
|
| | |
2,098,814
|
| | |
428,000
|
| | |
86,487
|
| | |
9,113,311
|
| | |||||
|
2021
|
| | |
500,000
|
| | |
160,622
|
| | |
2,250,016
|
| | |
—
|
| | |
700,336
|
| | |
147,695
|
| | |
3,758,670
|
| | |||||
| |
Virginia G. Gomez
President – North America |
| | |
2023
|
| | |
500,000
|
| | |
—
|
| | |
4,000,008
|
| | |
—
|
| | |
605,000
|
| | |
122,326
|
| | |
5,227,334
|
| |
|
2022
|
| | |
449,358
|
| | |
—
|
| | |
4,750,032
|
| | |
1,469,170
|
| | |
369,836
|
| | |
48,342
|
| | |
7,086,738
|
| | |||||
| |
Neeraj Sahai
President – International |
| | |
2023
|
| | |
500,000
|
| | |
—
|
| | |
4,000,008
|
| | |
—
|
| | |
605,000
|
| | |
143,842
|
| | |
5,248,850
|
| |
|
2022
|
| | |
500,000
|
| | |
—
|
| | |
7,000,008
|
| | |
2,518,580
|
| | |
986,425
|
| | |
63,396
|
| | |
11,068,409
|
| | |||||
| |
Joe A. Reinhardt III
Chief Legal Officer |
| | |
2023
|
| | |
500,000
|
| | |
—
|
| | |
2,500,008
|
| | |
—
|
| | |
550,000
|
| | |
127,081
|
| | |
3,677,089
|
| |
|
2022
|
| | |
500,000
|
| | |
—
|
| | |
3,750,018
|
| | |
1,049,410
|
| | |
428,000
|
| | |
62,382
|
| | |
5,789,810
|
| | |||||
|
2021
|
| | |
500,000
|
| | |
120,466
|
| | |
2,250,016
|
| | |
—
|
| | |
664,127
|
| | |
10,408
|
| | |
3,545,018
|
| |
| |
Name
|
| | |
401(K) Matching
Contributions |
| | |
Accrued Cash
Dividends |
| | |
ESPP Matching
Contributions |
| | |
Life Insurance
Premiums |
| | |
Personal Aircraft
Usage |
| | |
Total
|
| |
| |
Anthony M. Jabbour
|
| | |
—
|
| | |
358,274
|
| | |
19,135
|
| | |
258
|
| | |
75,973
|
| | |
453,640
|
| |
| |
Bryan T. Hipsher
|
| | |
11,550
|
| | |
119,456
|
| | |
38,268
|
| | |
60
|
| | |
—
|
| | |
169,334
|
| |
| |
Virginia G. Gomez
|
| | |
9,900
|
| | |
112,288
|
| | |
—
|
| | |
138
|
| | |
—
|
| | |
122,326
|
| |
| |
Neeraj Sahai
|
| | |
11,550
|
| | |
132,064
|
| | |
—
|
| | |
229
|
| | |
—
|
| | |
143,842
|
| |
| |
Joe A. Reinhardt III
|
| | |
11,550
|
| | |
77,404
|
| | |
37,730
|
| | |
396
|
| | |
—
|
| | |
127,081
|
| |
|
![]() |
| |
44
|
|
|
GRANTS OF PLAN-BASED AWARDS
|
|
| |
Name
|
| | |
Grant Date
|
| | |
Award Type
|
| | |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1) |
| | |
Estimated
Future Payments Under Equity Incentive Plan Awards: Target (#)(2) |
| | |
Aggregate
Grant Date Fair Value of Restricted Stock(3) |
| | ||||||||
|
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |||||||||||||||||||||
| |
Anthony M. Jabbour
Chief Executive Officer |
| | |
2/9/2023
|
| | |
Annual Incentive Plan
|
| | |
250,000
|
| | |
500,000
|
| | |
1,500,000
|
| | |
—
|
| | |
—
|
| |
|
3/10/2023
|
| | |
Performance-Based Restricted Stock
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
884,174
|
| | |
10,000,008
|
| | |||||
| |
Bryan T. Hipsher
Chief Financial Officer |
| | |
2/9/2023
|
| | |
Annual Incentive Plan
|
| | |
250,000
|
| | |
500,000
|
| | |
1,000,000
|
| | |
—
|
| | |
—
|
| |
|
3/10/2023
|
| | |
Performance-Based Restricted Stock
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,000,008
|
| | |||||
| |
Virginia G. Gomez
President – North America |
| | |
2/9/2023
|
| | |
Annual Incentive Plan
|
| | |
275,000
|
| | |
550,000
|
| | |
1,100,000
|
| | |
—
|
| | |
—
|
| |
|
3/10/2023
|
| | |
Performance-Based Restricted Stock
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,000,008
|
| | |||||
| |
Neeraj Sahai
President – International |
| | |
2/9/2023
|
| | |
Annual Incentive Plan
|
| | |
275,000
|
| | |
550,000
|
| | |
1,100,000
|
| | |
—
|
| | |
—
|
| |
|
3/10/2023
|
| | |
Performance-Based Restricted Stock
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,000,008
|
| | |||||
| |
Joe A. Reinhardt III
Chief Legal Officer |
| | |
2/9/2023
|
| | |
Annual Incentive Plan
|
| | |
250,000
|
| | |
500,000
|
| | |
1,000,000
|
| | |
—
|
| | |
—
|
| |
|
3/10/2023
|
| | |
Performance-Based Restricted Stock
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
221,044
|
| | |
2,500,008
|
| |
|
![]() |
| |
45
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
|
| |
Name
|
| | |
Grant Date
|
| | |
Option Awards
|
| | |
Stock Awards
|
| | ||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| | |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| | |
Option
Exercise Price ($) |
| | |
Option
Expiration Date |
| | |
Number of
Shares Awarded That Have Not Vested (#)(2) |
| | |
Market Value
of Shares Awarded That Have Not Vested ($)(3) |
| | |
Equity Incentive
Plan Awards: Number Of Unearned Shares That Have Not Vested (#)(4) |
| | |
Equity Incentive
Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(3) |
| | |||||||||
| |
Anthony M. Jabbour
Chief Executive Officer |
| | |
06/30/2020
|
| | |
920,000
|
| | |
—
|
| | |
22.00
|
| | |
06/30/2027
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
|
03/10/2021
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
121,158
|
| | |
1,417,549
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
402,092
|
| | |
4,704,476
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
1,547,988
|
| | |
15.89
|
| | |
08/05/2032
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
419,552
|
| | |
4,908,758
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2023
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
884,174
|
| | |
10,344,836
|
| | |||||
| |
Bryan T. Hipsher
Chief Financial Officer |
| | |
06/30/2020
|
| | |
200,000
|
| | |
—
|
| | |
22.00
|
| | |
06/30/2027
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
|
03/10/2021
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
34,076
|
| | |
398,689
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
140,732
|
| | |
1,646,564
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
386,997
|
| | |
15.89
|
| | |
08/05/2032
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
104,888
|
| | |
1,227,190
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2023
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,137,939
|
| | |||||
| |
Virginia G. Gomez
President — North America |
| | |
06/30/2021
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
38,996
|
| | |
456,253
|
| | |
—
|
| | |
—
|
| |
|
03/10/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
80,419
|
| | |
940,902
|
| | |
—
|
| | |
—
|
| | |||||
|
06/30/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
44,356
|
| | |
518,965
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
270,898
|
| | |
15.89
|
| | |
08/05/2032
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
73,422
|
| | |
859,037
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2023
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,137,939
|
| | |||||
| |
Neeraj Sahai
President – International |
| | |
06/30/2020
|
| | |
185,000
|
| | |
—
|
| | |
22.00
|
| | |
06/30/2027
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
|
03/10/2021
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
45,434
|
| | |
531,578
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
160,837
|
| | |
1,881,793
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
464,397
|
| | |
15.89
|
| | |
08/05/2032
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
125,866
|
| | |
1,472,632
|
| | |
—
|
| | |
—
|
| | |||||
|
3/10/2023
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
353,670
|
| | |
4,137,939
|
| | |||||
| |
Joe A. Reinhardt III
Chief Legal Officer |
| | |
06/30/2020
|
| | |
175,000
|
| | |
—
|
| | |
22.00
|
| | |
06/30/2027
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
|
03/10/2021
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
34,076
|
| | |
398,689
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
100,524
|
| | |
1,176,131
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | | | | | |
193,499
|
| | |
15.89
|
| | |
08/05/2032
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |||||
|
08/05/2022
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
52,444
|
| | |
613,595
|
| | |
—
|
| | |
—
|
| | |||||
|
03/10/2023
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
221,044
|
| | |
2,586,215
|
| |
|
![]() |
| |
46
|
|
|
STOCK VESTED
|
|
| |
Name
|
| | |
Number of Shares Acquired on Vesting (#)
|
| | |
Value Realized on Vesting ($)
|
| |
| |
Anthony M. Jabbour
Chief Executive Officer |
| | |
531,977
|
| | |
6,111,059
|
| |
| |
Bryan T. Hipsher
Chief Financial Officer |
| | |
156,886
|
| | |
1,797,980
|
| |
| |
Virginia G. Gomez
President – North America |
| | |
138,094
|
| | |
1,594,268
|
| |
| |
Neeraj Sahai
President – International |
| | |
188,784
|
| | |
2,163,466
|
| |
| |
Joe A. Reinhardt III
Chief Legal Officer |
| | |
110,559
|
| | |
1,262,222
|
| |
|
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
|
|
|
![]() |
| |
47
|
|
|
![]() |
| |
48
|
|
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
|
|
![]() |
| |
49
|
|
|
![]() |
| |
50
|
|
| |
Reason For Termination Payment
|
| | |
Jabbour
|
| | |
Hipsher
|
| | |
Gomez
|
| | |
Sahai
|
| | |
Reinhardt
|
| |
| |
Termination by Company Without Cause (Including upon a Change in Control)
|
| | |
$2,543,389
|
| | |
$2,584,022
|
| | |
$2,743,427
|
| | |
$2,731,696
|
| | |
$2,588,427
|
| |
| |
Termination by Employee for Good Reason (Including upon a Change in Control)
|
| | |
$2,543,389
|
| | |
$2,584,022
|
| | |
$2,743,427
|
| | |
$2,731,696
|
| | |
$2,588,427
|
| |
| |
Death
|
| | |
$500,000
|
| | |
$500,000
|
| | |
$550,000
|
| | |
$550,000
|
| | |
$500,000
|
| |
| |
Disability
|
| | |
$500,000
|
| | |
$500,000
|
| | |
$550,000
|
| | |
$550,000
|
| | |
$500,000
|
| |
|
![]() |
| |
51
|
|
| |
Estimated Value of Equity Awards That Would Vest
|
| | |
Jabbour
|
| | |
Hipsher
|
| | |
Gomez
|
| | |
Sahai
|
| | |
Reinhardt
|
| |
| |
Termination by Company Without Cause
|
| | |
$21,375,619
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| |
Termination by Employee for Good Reason
|
| | |
$21,375,619
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| |
Death
|
| | |
$21,375,619
|
| | |
$7,410,382
|
| | |
$6,913,097
|
| | |
$8,023,942
|
| | |
$4,774,630
|
| |
| |
Disability
|
| | |
$21,375,619
|
| | |
$7,410,382
|
| | |
$6,913,097
|
| | |
$8,023,942
|
| | |
$4,774,630
|
| |
| |
Change in Control
|
| | |
$21,375,619
|
| | |
$7,410,382
|
| | |
$6,913,097
|
| | |
$8,023,942
|
| | |
$4,774,630
|
| |
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
|
|
DISCUSSION OF OUR COMPENSATION POLICIES AND PRACTICES
AS THEY RELATE TO RISK MANAGEMENT |
|
|
2023 CEO PAY RATIO
|
|
|
![]() |
| |
52
|
|
|
PAY VERSUS PERFORMANCE
|
|
| | | | | | Summary Compensation Table Total for PEO (Anthony M. Jabbour) ($)(1) | | | | Compensation Actually Paid to PEO (Anthony M. Jabbour) ($)(2) | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | | | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income (Loss) (millions) ($)(7) | | | | EBITDA (millions) ($)(8) | | | ||||
| | Year | | | | Total Stockholder Return (%)(5) | | | | Peer Group Total Stockholder Return (%)(6) | | | ||||||||||||||||||||||||
| | (a) | | | | (b) | | | | (c) | | | | (d) | | | | (e) | | | | (f) | | | | (g) | | | | (h) | | | | (i) | | |
| | 2023 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | ( | | | | | | |
| | 2022 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | ( | | | | | | |
| | 2021 | | | | | | | | ( | | | | | | | | ( | | | | ( | | | | | | | | ( | | | | | | |
| | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | |
|
![]() |
| |
53
|
|
| | Year | | | | Reported Summary Compensation Table Total for PEO (Anthony M. Jabbour) ($) | | | | Exclusion Reported Value of Equity Awards(a) ($) | | | | Equity Award Adjustments(b) ($) | | | | Compensation Actually Paid to PEO (Anthony M. Jabbour) ($) | | |
| | 2023 | | | | | | | | ( | | | | | | | | | | |
| | Year | | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year for PEO (Anthony M. Jabbour) ($) | | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | | Total Equity Award Adjustments for PEO (Anthony M. Jabbour) ($) | | |
| | 2023 | | | | | | | | ( | | | | — | | | | ( | | | | — | | | | — | | | | | | |
| |
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
|
| |
| | Year | | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | | | Average Reported Value of Equity Awards ($) | | | | Average Equity Award Adjustments ($)(a) | | | | Average Compensation Actually Paid to Non- PEO NEOs ($) | | |
| | 2023 | | | | | | | | ( | | | | | | | | | | |
|
![]() |
| |
54
|
|
| | Year | | | | Average Year End Fair Value of Equity Awards Granted in Year for All Other NEOs ($) | | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | | Total Average Equity Award Adjustments ($) | | |
| | 2023 | | | | | | | | ( | | | | — | | | | ( | | | | — | | | | — | | | | | | |
|
![]() |
| |
55
|
|
|
![]() |
| |
56
|
|
|
![]() |
| |
57
|
|
|
DIRECTOR COMPENSATION
|
|
| |
Name
|
| | |
Fees Earned or
Paid in Cash ($)(1) |
| | |
Stock Awards ($)(2)
|
| | |
All Other Compensation ($)(3)
|
| | |
Total ($)
|
| |
| |
Ellen R. Alemany
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
Douglas K. Ammerman
|
| | |
175,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
Chinh E. Chu
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
William P. Foley, II
|
| | |
400,000
|
| | |
600,007
|
| | |
62,211
|
| | |
1,062,218
|
| |
| |
Thomas M. Hagerty
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
Keith J. Jackson
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
Kirsten M. Kliphouse
|
| | |
32,405
|
| | |
125,009
|
| | |
1,063
|
| | |
158,477
|
| |
| |
Richard N. Massey
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
James A. Quella
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
| |
Ganesh B. Rao
|
| | |
75,000
|
| | |
125,009
|
| | |
2,035
|
| | |
202,044
|
| |
|
![]() |
| |
58
|
|
| | | |
Proposal No. 3: Advisory Vote on Executive Compensation
|
| | | |
| | | | | |
| |
Observations Identified and Response
|
| | |
Discussion
|
| |
| |
OBSERVATION:
Retention awards for executive officers outsizing peers.
RESPONSE:
We do not expect to utilize similar retention awards for executive officers in the future. |
| | |
In August 2022, our compensation committee assessed the critical need to retain our talented senior leadership team, and our named executive officers (including Mr. Foley) in particular, in order to effectively execute on our board’s multi-year strategy and vision of transformation. As a part of this assessment, the compensation committee discussed increased competition and aggressive talent recruitment within our industry and trends in retention strategies among our peer group. Following this assessment, the compensation committee approved one-time awards of non-qualified stock options (with an exercisability condition related to significant growth in our stock price) and performance-based restricted stock to a group of senior leaders in the Company, including each of our named executive officers, with the greatest ability to influence and impact our execution on that strategy and a proven track record of driving long-term stockholder value creation through transformation and growth initiatives.
While the compensation committee believed it was extremely important to issue the retention awards in 2022 in order to retain our highly skilled leaders, we did not utilize similar awards in 2023 and we do not expect to utilize similar awards in the future.
|
| |
|
![]() |
| |
59
|
|
| |
Observations Identified and Response
|
| | |
Discussion
|
| |
| |
OBSERVATION:
Performance period for restricted stock awards is only one year.
RESPONSE:
The 2023 performance-based restricted stock awards had a one year EBITDA measurement for fiscal year 2023. Starting with the 2024 grants, they will have three performance periods: Fiscal years 2024, 2025 and 2026. |
| | |
Our 2024 performance-based restricted stock awards vest ratably on each of the first three anniversaries of the date of grant, subject to the achievement of applicable performance-based restrictions. For our 2024 awards:
•
The first 1/3 of the award will vest only if the Company achieves Adjusted EBITDA of at least $892.0 million in 2024
•
The second 1/3 of the award will vest only if the Company achieves Adjusted EBITDA in 2025 at least equal to the Adjusted EBITDA achieved in 2024
•
The third 1/3 will vest only if the Company achieves Adjusted EBITDA in 2026 at least equal to the Adjusted EBITDA achieved in 2025
If we do not achieve the performance metric in any year, the portion of the award that was subject to achievement of that metric will be forfeited. In other words, there is no “catch-up” to allow a portion of an award to vest in a subsequent year if we fail to achieve the performance metric applicable to that year.
|
| |
| |
OBSERVATION:
Overlapping performance measures (use of Adjusted EBITDA in both long-term and short-term compensation programs).
RESPONSE:
Our performance measures provide a form of at-risk, performance-based pay that is focused on achievement of critical, objectively measurable, annual financial objectives |
| | |
We selected Adjusted EBITDA as the performance measure for our long-term and short-term compensation programs because it is one of the most important measures in evaluating our operating strength and efficiency. Adjusted EBITDA also reflects our ability to convert revenue into operating profits for stockholders and our progress toward achieving our long-term strategy. It is a key measure used by investors and has a significant effect on our long-term stock price.
In setting the performance target for our long-term incentive awards, our compensation committee seeks to set a goal for our executives that requires them to achieve results that are better than the prior year. In light of the importance of these awards in the retention of our executives and the design of our long-term incentives so that the award was forfeited if the performance target was not achieved, the committee did not set the performance target for our long-term incentive awards at a level that it considered to be a stretch for our executives.
The committee’s approach in this respect is different than its approach in setting the goals for our annual cash-based incentive. The annual cash-based incentive awards are intended to reward our executives for driving strong performance in the year to which the award relates. Accordingly, the committee sets the minimum, target and maximum performance targets for our annual cash-based incentives at levels that are based upon our budget and are intended to drive superior performance by our executives.
|
| |
| |
OBSERVATION:
Lack of an independent Lead Director. RESPONSE:
Designated a highly qualified independent Lead Director in February 2024. |
| | |
Our board determined it to be useful and appropriate to designate an independent Lead Director to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. In February 2024, our board designated Douglas K. Ammerman to serve as our independent Lead Director. Mr. Ammerman has extensive board governance experience and has a deep understanding of our business from serving on our board since the Take-Private Transaction. Mr. Ammerman serves as the Chair of our audit committee and meets the SEC’s heightened independence standards for audit committee service. He provides a clear and independent voice on the board that appropriately balances our leadership structure. As our independent Lead Director, Mr. Ammerman’s responsibilities include coordination of the activities of our non-employee directors, presiding at executive sessions, participating in agenda setting, and participating in stockholder engagement activities.
For a description of the responsibilities of our independent Lead Director, see the section above titled “Board Leadership Structure.”
|
| |
| |
OBSERVATION:
Board gender diversity
RESPONSE:
Elected a qualified female director to our board in 2023, resulting in two female directors serving on our board. |
| | | In July 2023, Ms. Kirsten M. Kliphouse was elected to our board and she was appointed to our audit committee in October 2023. Ms. Kliphouse is a highly qualified independent director with strong technology industry, business development, product innovation and cybersecurity experience. | | |
|
![]() |
| |
60
|
|
|
![]() |
| |
61
|
|
| | | |
Proposal No. 4: Ratification of Independent Registered
Public Accounting Firm |
| | | |
| | | | | | |||
| | | | | |
| | | | | |
2023
|
| | |
2022
|
| |
| |
IN THOUSANDS
|
| | ||||||||
| |
Audit Fees
|
| | |
$5,183
|
| | |
$4,928
|
| |
| |
Audit Related Fees
|
| | |
—
|
| | |
$126
|
| |
| |
Tax Fees
|
| | |
$76
|
| | |
$101
|
| |
| |
All Other Fees
|
| | |
—
|
| | |
—
|
| |
|
![]() |
| |
62
|
|
| |
Name
|
| | |
Shares Beneficially Owned(1)
|
| | |
Percent of Total Class(2)
|
| |
| |
Cannae Holdings, Inc.
1701 Village Center Circle, Las Vegas, NV 89134 |
| | |
79,048,691
|
| | |
17.6%
|
| |
| |
Thomas H. Lee Partners, LP
100 Federal Street, Boston, MA 02110 |
| | |
22,525,103
|
| | |
5.1%
|
| |
| |
Massachusetts Financial Services Co.
111 Huntington Avenue, Boston, MA 02199 |
| | |
46,491,629
|
| | |
10.5%
|
| |
| |
The Vanguard Group
100 Vanguard Boulevard, Malvern, PA 19355 |
| | |
26,559,651
|
| | |
6.0%
|
| |
| |
Blackrock Inc.
50 Hudson Yard, New York, NY 10001 |
| | |
26,297,236
|
| | |
5.9%
|
| |
|
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
|
|
|
![]() |
| |
63
|
|
| |
Name
|
| | |
Number of Shares
|
| | |
Number of
Vested Options(1) |
| | |
Total
|
| | |
Percent of Shares(2)
|
| |
| |
Ellen R. Alemany(3)
|
| | |
46,339
|
| | |
—
|
| | |
46,339
|
| | |
*
|
| |
| |
Douglas K. Ammerman
|
| | |
59,544
|
| | |
—
|
| | |
59,544
|
| | |
*
|
| |
| |
Chinh E. Chu(4)
|
| | |
10,952,008
|
| | |
2,080,000
|
| | |
13,032,008
|
| | |
2.9%
|
| |
| |
William P. Foley, II(5)
|
| | |
13,079,670
|
| | |
2,337,998
|
| | |
15,417,668
|
| | |
3.5%
|
| |
| |
Thomas M. Hagerty(6)
|
| | |
30,192
|
| | |
—
|
| | |
30,192
|
| | |
*
|
| |
| |
Bryan T. Hipsher(7)
|
| | |
1,641,530
|
| | |
328,999
|
| | |
1,970,529
|
| | |
*
|
| |
| |
Anthony M. Jabbour(8)
|
| | |
7,993,666
|
| | |
1,435,996
|
| | |
9,429,662
|
| | |
2.1%
|
| |
| |
Keith J. Jackson
|
| | |
48,244
|
| | |
—
|
| | |
48,244
|
| | |
*
|
| |
| |
Kirsten M. Kliphouse
|
| | |
29,769
|
| | | | | | |
29,769
|
| | | | | |
| |
Richard N. Massey
|
| | |
525,064
|
| | |
—
|
| | |
525,064
|
| | |
*
|
| |
| |
James A. Quella
|
| | |
1,122,333
|
| | |
—
|
| | |
1,122,333
|
| | |
*
|
| |
| |
Ganesh B. Rao(6)
|
| | |
30,192
|
| | |
—
|
| | |
30,192
|
| | |
*
|
| |
| |
Virginia G. Gomez
|
| | |
1,078,060
|
| | |
90,299
|
| | |
1,168,359
|
| | |
*
|
| |
| |
Neeraj Sahai
|
| | |
1,552,408
|
| | |
339,799
|
| | |
1,892,207
|
| | |
*
|
| |
| |
Joe A. Reinhardt III
|
| | |
1,152,826
|
| | |
239,499
|
| | |
1,392,326
|
| | |
*
|
| |
| |
All directors and officers (15 persons)
|
| | |
39,341,845
|
| | |
6,852,590
|
| | |
46,194,436
|
| | |
10.4%
|
| |
|
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
|
|
| |
Name
|
| | |
Number of Securities to be Issued
Upon Exercise of Outstanding Options, Warrants and Rights (A)(1) |
| | |
Weighted Average Exercise
Price of Outstanding Options, Warrants and Rights (B)(2) |
| | |
Number Of Securities Remaining Available For
Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A))(C)(3) |
| |
| |
Equity compensation plans
approved by security holders |
| | |
11,815,125
|
| | |
$19.31
|
| | |
17,762,314
|
| |
| |
Equity compensation plans not
approved by security holders |
| | |
—
|
| | |
—
|
| | |
—
|
| |
| |
Total
|
| | |
11,815,125
|
| | |
$19.31
|
| | |
17,762,314
|
| |
|
![]() |
| |
64
|
|
|
![]() |
| |
65
|
|
|
AGREEMENTS RELATED TO THE INITIAL PUBLIC OFFERING
|
|
|
OTHER TRANSACTIONS
|
|
|
![]() |
| |
66
|
|
|
AUDIT COMMITTEE APPROVAL
|
|
|
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
|
|
|
![]() |
| |
67
|
|
|
![]() |
| |
68
|
|
|
![]() |
| |
69
|
|
|
![]() |
| |
A-1
|
|
|
RECONCILIATION OF REVENUES TO ADJUSTED REVENUES AND ORGANIC REVENUES
|
|
| | | | | |
YEAR ENDED
DECEMBER 31, 2023 |
| | |
YEAR ENDED
DECEMBER 31, 2022 |
| |
| |
GAAP Revenue
|
| | |
$2,314.0
|
| | |
$2,224.6
|
| |
| |
Foreign currency impact
|
| | |
(21.4)
|
| | |
(24.3)
|
| |
| |
Adjusted revenue before the effect of foreign currency
|
| | |
2,292.6
|
| | |
2,200.3
|
| |
| |
Net revenue from acquisitions and divestiture – before the effect of foreign currency
|
| | |
—
|
| | |
(1.8)
|
| |
| |
Organic revenue – before the effect of foreign currency
|
| | |
$2,292.6
|
| | |
$2,198.5
|
| |
|
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
|
|
| | | | | |
YEAR ENDED
DECEMBER 31, 2023 |
| | |
YEAR ENDED
DECEMBER 31, 2022 |
| |
| |
GAAP Net income (Loss) attributable to Dun & Bradstreet Holdings, Inc.
|
| | |
$(47.0)
|
| | |
$(2.3)
|
| |
| |
Depreciation and amortization
|
| | |
586.8
|
| | |
587.2
|
| |
| |
Interest expense – net
|
| | |
216.1
|
| | |
191.0
|
| |
| |
(Benefit) provision for income tax – net
|
| | |
(34.2)
|
| | |
(28.8)
|
| |
| |
EBITDA
|
| | |
721.7
|
| | |
747.1
|
| |
| |
Other income (expense) – net
|
| | |
5.3
|
| | |
(13.9)
|
| |
| |
Equity in net income of affiliates
|
| | |
(3.2)
|
| | |
(2.5)
|
| |
| |
Net income (Loss) attributable to non-controlling interest
|
| | |
3.3
|
| | |
6.4
|
| |
| |
Equity-based compensation
|
| | |
83.4
|
| | |
66.0
|
| |
| |
Restructuring charges
|
| | |
13.2
|
| | |
20.5
|
| |
| |
Merger, acquisition and divestiture-related operating costs
|
| | |
7.1
|
| | |
23.4
|
| |
| |
Transition costs
|
| | |
52.9
|
| | |
24.4
|
| |
| |
Other adjustments
|
| | |
8.5
|
| | |
(7.9)
|
| |
| |
Adjusted EBITDA
|
| | |
$892.2
|
| | |
$863.5
|
| |
|
![]() |
| |
A-2
|
|
|
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME
|
|
| | | | | |
YEAR ENDED
DECEMBER 31, 2023 |
| | |
YEAR ENDED
DECEMBER 31, 2022 |
| |
| |
Net income (Loss) attributable to Dun & Bradstreet Holdings, Inc.
|
| | |
$(47.0)
|
| | |
$(2.3)
|
| |
| |
Incremental amortization of intangible assets resulting from the application of purchase accounting
|
| | |
465.8
|
| | |
494.0
|
| |
| |
Equity-based compensation
|
| | |
83.4
|
| | |
66.0
|
| |
| |
Restructuring charges
|
| | |
13.2
|
| | |
20.5
|
| |
| |
Merger, acquisition and divestiture-related operating costs
|
| | |
7.1
|
| | |
23.4
|
| |
| |
Transition costs
|
| | |
52.9
|
| | |
24.4
|
| |
| |
Merger, acquisition and divestiture-related non-operating costs
|
| | |
1.8
|
| | |
3.7
|
| |
| |
Debt refinancing and extinguishment costs
|
| | |
2.5
|
| | |
24.3
|
| |
| |
Non-operating pension-related income
|
| | |
(18.3)
|
| | |
(42.2)
|
| |
| |
Non-cash gain from interest rate swap amendment
|
| | |
(10.6)
|
| | |
—
|
| |
| |
Other adjustments
|
| | |
9.7
|
| | |
(7.9)
|
| |
| |
Tax impact of the non-GAAP adjustments
|
| | |
(142.6)
|
| | |
(144.6)
|
| |
| |
Other tax effect adjustments
|
| | |
13.7
|
| | |
(19.7)
|
| |
| |
Adjusted Net Income (Loss) attributable to Dun & Bradstreet Holdings, Inc.
|
| | |
$431.6
|
| | |
$439.6
|
| |
| |
Adjusted diluted earnings (Loss) per share of common stock
|
| | |
$1.00
|
| | |
$1.02
|
| |
| |
Weighted average number of shares outstanding – diluted
|
| | |
432.8
|
| | |
430.0
|
| |
|
![]() |
| |
A-3
|
|
|
![]() |
| |
B-1
|
|