UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SS&C TECHNOLOGIES HOLDINGS, INC.

80 Lamberton Road

Windsor, Connecticut 06095

April 1, 2022

My Fellow Shareholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. to be held on Wednesday, May 11, 2022 at 9:00 a.m. (EDT), virtually, via live audio webcast.

At the 2022 annual meeting, you will be asked to (i) elect three Class III Directors to our Board of Directors for the ensuing three years; (ii) approve, in an advisory vote, the compensation of our named executive officers; and (iii) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.  The Board recommends that you vote for the director nominees nominated by our Board, that you approve the compensation of our named executive officers and that you ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

We hope you will be able to attend the 2022 annual meeting.  Whether or not you plan to attend the 2022 annual meeting, it is important that your shares are represented.  Therefore, we urge you to promptly vote your shares by one of the methods we offer.

YOUR VOTE IS IMPORTANT

TABLE OF CONTENTS

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SS&C TECHNOLOGIES HOLDINGS, INC.

80 Lamberton Road

Windsor, Connecticut 06095

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 11, 2022

The 2022 Annual Meeting of Stockholders of SS&C Technologies Holdings, Inc. will be held virtually on Wednesday, May 11, 2022 at 9:00 EST a.m., to consider and act upon the following matters:

Stockholders of record at the close of business on March 16, 2022, the record date for the 2022 annual meeting, are entitled to notice of and to vote at the meeting.

To attend the Annual Meeting as a stockholder, vote your shares electronically and submit questions online during the meeting, you must log in to www.virtualshareholdermeeting.com/SSNC2022 using the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability. If you are not a stockholder or do not have your 16-digit control number, you may still view the meeting online by logging onto the site, but you will not be able to vote or submit questions.

To increase efficiency, minimize costs and reduce our carbon footprint, most stockholders will not receive paper copies of our proxy materials.  Instead, we will use the internet as our key means of furnishing proxy materials to our stockholders, under the “Notice and Access” model permitted by the SEC, including the notice and proxy statement, a proxy card, and our 2021 annual report.  We will send these stockholders a notice with instructions for accessing the proxy materials and voting via the internet.  The notice will also explain how stockholders may obtain paper copies of our proxy materials if they so choose.  Some stockholders may also receive our annual meeting materials in paper form.  You may elect to receive your materials in either format.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 2022 annual meeting virtually, we hope you will take the time to vote your shares.  If your shares are held in “street name,” meaning they are held for your account by a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. Even if you plan to attend the 2022 annual meeting, please vote now using one of the above methods. You can change your vote at the meeting if you choose to do so.

Dated: April 1, 2022

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SS&C TECHNOLOGIES HOLDINGS, INC.
80 Lamberton Road
Windsor, Connecticut 06095

Proxy Statement for the 2022 Annual Meeting of Stockholders

To Be Held on May 11, 2022

Our 2022 Annual Meeting of Stockholders will be held virtually on Wednesday, May 11, 2022, at 9:00 a.m. EST.  The virtual meeting can be accessed at www.virtualshareholdermeeting.com/SSNC2022.  To attend the Annual Meeting as a stockholder, vote your shares electronically and submit questions online during the meeting, you must log in to the website listed above using the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability. If you are not a stockholder or do not have your 16-digit control number, you may still view the meeting online by logging onto the site, but you will not be able to vote or ask questions.  You will not be able to attend the Annual Meeting in person.  If you have any questions about the 2022 annual meeting, please contact Jason White, our Corporate Secretary, by telephone at (646) 971-5467 or by sending a written request for information via email to corplegal@sscinc.com.

See the section of this proxy statement entitled “Information About the 2022 Annual Meeting” beginning on page 47 for details on the voting process and how to virtually attend the 2022 annual meeting.

Information about this Proxy Statement

You have received this proxy statement because the Board of Directors of SS&C Technologies Holdings, Inc., which we refer to as SS&C Holdings, SS&C or the Company, is soliciting your proxy to vote your shares at the 2022 annual meeting and at any adjournment or postponement of the 2022 annual meeting. This proxy statement includes information we are required to provide to you under the rules of the SEC, and is designed to assist you in voting your shares. Only stockholders of record at the close of business on March 16, 2022 are entitled to receive notice of, and to vote at, the 2022 annual meeting.

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2021 Performance Highlights

We believe the Company’s 2021 performance was exceptional, as evidenced by the following results:

Highlights of Proposals Being Voted Upon

This summary highlights information that is relevant to certain proposals being voted on at the Annual Meeting. Additional discussion of these proposals is contained elsewhere in this proxy statement, which we encourage you to review in its entirety.

Proposal 1:  Election of Directors.

The Board recommends that you vote “FOR” the election of our Class III Directors, whose three-year terms will expire at the 2025 annual meeting: Smita Conjeevaram, Michael E. Daniels and William C. Stone.  Ms. Conjeevaram currently serves as a member of our Audit Committee.  Mr. Daniels currently serves as Chair of our Compensation Committee and as a member of our Nominating Committee.  Mr. Stone currently serves as Chairman of our Board. See the section of this proxy statement entitled “Information Regarding Directors and Director Nominees” beginning on page 6 for additional discussion of our director nominees and their qualifications.

Proposal 2:  Advisory Vote to Approve Named Executive Officer Compensation.

The Board recommends that you vote “FOR” the advisory resolution to approve the compensation of our named executive officers (the so-called “say-on-pay”).  The Compensation Discussion and Analysis, beginning at page 16 of this proxy statement, describes the Company’s compensation philosophy and programs in place for 2021. Last year, we continued our shareholder engagement campaign that we commenced in 2020 and made a number of changes to our go-forward executive compensation program, and adopted market-based corporate governance policies.  We believe the Company’s compensation programs have been effective in motivating and driving our named executive officers to help the Company achieve the strong performance described above and the implementation of a greater mix of performance-based awards will further align our named executive officer pay with the values of our stockholders. We encourage you to approve the compensation of our named executive officers because our executive officers have contributed significantly to the Company’s strong performance.

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Proposal 3:  Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, which we refer to as fiscal 2022. This appointment is being presented to the stockholders for ratification at the 2022 annual meeting. We encourage you to vote “FOR” ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

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PROPOSAL 1

Election of Directors

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

Our Board currently consists of seven members, divided into three classes as follows:

At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose term is expiring.  Ms. Conjeevaram and Messrs. Daniels and Stone are current directors whose terms expire at the 2022 annual meeting.  Each of these directors has been nominated by the Board upon the recommendation of the Nominating Committee for re-election as a Class III director, with a term ending at the 2025 annual meeting.

Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of each of the nominees identified above to a three-year term ending at the 2025 annual meeting, to hold office until her/his successor has been duly elected and qualified.  Stockholders who do not wish their shares to be voted for any or all of these three nominees may so indicate by following the directions set out on the proxy card or in the instructions provided in the Notice of Internet Availability of Proxy Materials. Please see “How We Use the E-Proxy Process (Notice & Access)” on page 48 for more information.  Each of the nominees has indicated her/his willingness to serve on our Board, if elected.  If any nominee is unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our Board.  We do not contemplate that any of the three nominees will be unable to serve if elected.

A plurality of the shares of common stock present in person or represented by proxy at the 2022 annual meeting and entitled to vote is required to elect each nominee as a director.

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Board of Directors and Management

Information Regarding Directors and Director Nominees

Our Certificate provides for the classification of our Board into three classes, each having as nearly an equal number of directors as possible.  The terms of service of the three classes are staggered such that the term of one class expires each year.

Our Board currently consists of seven directors. Class I consists of Normand A. Boulanger, David A. Varsano and Michael J. Zamkow, each with a term ending at the 2023 annual meeting.  Class II consists of Jonathan E. Michael, whose term ends at the 2024 annual meeting.  Class III consists of Smita Conjeevaram, Michael E. Daniels and William C. Stone, each with a term ending at the 2022 annual meeting.  One class is elected each year and members of each class hold office for three-year terms.

Our Nominating Committee has recommended, and the Board has nominated, Ms. Conjeevaram and Messrs. Daniels and Stone for election at the 2022 annual meeting as the Class III directors, to serve until the 2025 annual meeting and until her/his successor has been duly elected and qualified.  Each of the nominees is currently a member of our Board.

The following table and biographical descriptions provide information relating to each director and director nominee, including her/his age and period of service as a director of our company, her/his committee memberships, her/his business experience for at least the past five years, including directorships at other public companies, and certain other information.

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 Corporate Governance Matters

We believe that good corporate governance and fostering an environment of high ethical standards are important for us to achieve business success and to create value for our stockholders.  Our Board periodically reviews our corporate governance practices in light of regulatory developments and practices at other public companies and makes changes that it believes are in the best interests of the Company and its stockholders.

In 2021, we adopted executive stock ownership guidelines under which our directors and executive officers are expected to accumulate and retain a meaningful level of ownership in our stock. Under the stock ownership guidelines, directors and executive officers have the following ownership requirements:

We also have adopted an anti-hedging/anti-pledging policy that prohibits our employees and directors from engaging in any transactions that are designed to hedge or speculate on any change in the market value of our common stock.

Our Board also adopted a policy that requires the reimbursement or clawback of all or a portion of any incentive-based compensation award to executive officers when the Committee determines such executive officer’s fraud or intentional misconduct was a significant contributing factor to the need for a restatement.

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Board Determination of Independence

Under the applicable rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Our Board has determined that none of Ms. Conjeevaram or Messrs. Daniels, Michael, Varsano or Zamkow has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of Nasdaq.

Stockholders Agreement

The Company is a party to a Stockholders Agreement, as amended, which we refer to as the Stockholders Agreement, with William C. Stone, our Chairman and Chief Executive Officer.  The Stockholders Agreement entitles Mr. Stone to nominate two directors, one of whom shall be Mr. Stone for so long as he is our Chief Executive Officer.  For more information on the Stockholders Agreement, see the section of this proxy statement entitled “Related Person Transactions—Stockholders Agreement” beginning on page 46.  

Director Nomination Process

The process followed by the Nominating Committee to identify and evaluate director candidates may include requesting recommendations from Board members and others, holding meetings from time to time to evaluate biographical information and background material relating to potential candidates, and conducting interviews of selected candidates by members of the Nominating Committee.

The Nominating Committee considers recommendations for director nominees suggested by its members, other directors, management and other interested parties.  Stockholders may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background material, to the Nominating Committee via email at CorpLegal@sscinc.com, attention: Corporate Secretary, SS&C Technologies Holdings, Inc.  Assuming that appropriate biographical information and background material is provided on a timely basis, the Nominating Committee will evaluate stockholder-recommended candidates by following substantially the same process and applying substantially the same criteria as it follows for candidates submitted by others.

In addition, stockholders also have the right under our By-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating Committee or the Board, by following the procedures set forth in our By-laws and described under “Stockholder Proposals and Director Nominations” beginning on page 50 below.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating Committee applies the criteria specified in its charter.  These criteria include the candidate’s integrity, honesty, adherence to ethical standards, demonstrated business acumen, experience, ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company, ability to contribute positively to the decision-making processes of the Company, commitment to understanding the Company and its industry and to regularly attending and participating in meetings of the Board and its committees, ability to understand the sometimes conflicting interests of the various constituencies of the Company and the absence of a conflict of interest.  The Nominating Committee does not assign specific weights to particular criterion, and no particular criterion is a prerequisite for any prospective nominee.  In terms of criteria for composition of the Board, the Nominating Committee considers the backgrounds and qualifications of the directors as a group with the goal of providing a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities.

Although the Nominating Committee considers the value of diversity on the Board, it has not adopted a written policy with regard to the consideration of diversity when evaluating candidates for director.  However, in practice, the Nominating Committee considers diversity of viewpoint, professional experience, education and skill in assessing candidates for the Board to ensure breadth of experience, knowledge and abilities within the Board.  Our Board’s priority in the selection of Board members is identification of members who will further the interests of our stockholders through their management experience, knowledge of our business, understanding of the competitive landscape and familiarity with our targeted markets.

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

Board Meetings and Attendance

During the fiscal year ended December 31, 2021, which we refer to as fiscal 2021, our Board met four times and acted by unanimous written consent in lieu of a meeting twelve times.  During fiscal 2021, the Audit Committee held five meetings and acted by unanimous written consent in lieu of a meeting once; the Compensation Committee acted by unanimous written consent in lieu of a meeting four times; and the Nominating Committee acted by unanimous written consent in lieu of a meeting once.  Each of our current directors attended at least 75% of the aggregate of the total number of meetings of the Board and of the Board committees of which she/he was a member during fiscal 2021.  

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy regarding directors’ attendance at annual meetings, but all of our directors are encouraged to attend our annual meetings.  All of our Board members virtually attended our 2021 Annual Meeting of Stockholders.

Board Leadership Structure

Mr. Stone has served as Chairman of the Board of Directors and Chief Executive Officer since our inception in 1986, and the provisions of the Stockholders Agreement require that so long as Mr. Stone is a member of our Board and the Chief Executive Officer of the Company, he shall serve as Chairman of the Board.  This Board leadership structure is commonly utilized by public companies in the United States, and we believe that this leadership structure has been effective for us.  Having one person serve as both Chief Executive Officer and Chairman of the Board shows our employees, customers and other constituencies that we are under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations.  We also believe that this leadership structure eliminates the potential for duplication of efforts and inconsistent actions and facilitates open communication between management and our Board.  We do not have a lead independent director.  We recognize that different board leadership structures may be appropriate for companies with different histories or varying equity ownership structures and percentages.  However, we believe our current leadership structure is the optimal board leadership structure for us.

Board Committees

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

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

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Audit Committee

Our Audit Committee assists our Board in its oversight of (i) the integrity of Company’s accounting and financial reporting processes; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; (iv) the performance of the Company’s independent auditor; and (v) the performance of the internal audit function.  Our Audit Committee’s responsibilities, as set forth in its charter, include:

Our Board has determined that each of the members of its Audit Committee is an “audit committee financial expert” as that term is defined under the rules and regulations of the SEC.

Compensation Committee

Our Compensation Committee has overall responsibility for the Company’s compensation. Our Compensation Committee’s responsibilities, as set forth in its charter, include:

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Nominating Committee

Our Nominating Committee has overall responsibility for developing Board membership. Our Nominating Committee’s responsibilities, as set forth in its charter, include:

The processes and procedures followed by the Nominating Committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process.”  As described above, the Stockholders Agreement provides Mr. Stone with the right to appoint two directors, including himself.

Risk Oversight

Our management is responsible for risk management on a day-to-day basis.  Our Audit Committee is responsible for overseeing our risk management function.  While the Audit Committee has primary responsibility for overseeing risk management, our entire Board of Directors is actively involved in overseeing our risk management.  Our Board and the Audit Committee fulfill their oversight role by discussing with management the policies and practices utilized by management in assessing and managing the risks and providing input on those policies and practices.  We believe that the leadership structure of our Board supports effective risk management oversight due to our Chairman and Chief Executive Officer’s extensive knowledge and understanding of our business and, as noted in “Board Leadership Structure” above, because the combined role of Chairman and Chief Executive Officer facilitates communications between management and our Board.

Communications with the Board

Our Board welcomes the submission of any comments or concerns from stockholders and any interested parties.  Communications should be in writing and addressed to our Corporate Secretary at our principal executive offices and marked to the attention of the Board or any of its committees, individual directors or non-management or independent directors as a group.  All correspondence will be forwarded to the intended recipient(s), except that certain items that are unrelated to the duties and responsibilities of our Board (such as product inquiries and comments, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations and advertisements) and material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, referred to as the SS&C Code of Business Conduct and Ethics, which covers all directors, officers and employees and includes provisions relating to accounting and financial matters.  The SS&C Code of Business Conduct and Ethics is available on our website at https://investor.ssctech.com/investor-relations/corporate-governance/governance-documents.  If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our website at https://investor.ssctech.com/investor-relations/corporate-governance/governance-documents or in a Current Report on Form 8-K filed with the SEC.

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Executive Officers Who Are Not Directors

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

Rahul Kanwar has served as our President and Chief Operating Officer since August 2018.  Prior to that, he served as our Executive Vice President and Managing Director, Alternative Assets from September 2017, as our Senior Vice President and Managing Director, Alternative Assets, since January 2011, designated as an executive officer in March 2013 and served as a managing director of SS&C since 2005.  SS&C, Mr. Kanwar was employed by Eisner LLP where he was responsible for managing the Eisnerfast LLC fund administration business.  Mr. Kanwar started his career in public accounting.

Patrick J. Pedonti has served as our Senior Vice President, Chief Financial Officer and Treasurer since August 2002. Prior to that, Mr. Pedonti served as our Vice President and Treasurer from May 1999 to August 2002.  Prior to joining SS&C, from January 1997 to May 1999, Mr. Pedonti was the Vice President and Chief Financial Officer for Accent Color Sciences, Inc., a company specializing in high-speed color printing.

Joseph J. Frank served as our Senior Vice President, Chief Legal Officer and Secretary of SS&C from March 2018 until August 31, 2021.  On September 1, 2021, the Company announced that Mr. Frank would be leaving the Company to pursue other business and legal interests.  Mr. Frank remained as a consultant to the Company for an interim period in order to assist in an orderly transition of his duties.  After leaving SS&C, Mr. Frank became a partner at Quinn Emanuel Urquhart & Sullivan LLP. Mr. Frank was succeeded at the Company by Mr. White.

Jason White has served as our Senior Vice President, General Counsel and Secretary of SS&C since September 1, 2021.  Prior to that, Mr. White served as our Senior Vice President, Group General Counsel and Assistant Secretary.  Prior to joining SS&C, Mr. White was a Finance Partner and Co-Chair of the General Practice Group of Shearman & Sterling LLP. Prior to his partnership at Shearman, Mr. White worked at Barclays in New York from 2005 to 2011, where he was head of Finance Legal Americas and a senior member of the Legal Management Committee.

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PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

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

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

As described in more detail below, in response to shareholder feedback, we undertook a number of changes in our executive compensation program and corporate governance practices, including, but not limited to, removing the 280G excise tax gross up from our CEO’s employment agreement, eliminating “single trigger” vesting of equity awards granted on or after December 2020 upon a change in control, incorporating additional performance-based elements to our compensation program and implementing a clawback policy, stock ownership guidelines and anti-hedging/anti-pledging policy. We believe that these changes further align our compensation program with the interests of our stockholders, and we will continue to engage directly with our stockholders and our independent compensation consultant to make appropriate updates.

The “Executive and Director Compensation” section of this proxy statement beginning on page 16, including the “Compensation Discussion and Analysis,” describes in detail our executive compensation programs and the decisions made by the Compensation Committee and our Board with respect to fiscal 2021. It also details changes made to our executive compensation programs following a stockholder engagement campaign we began in 2020 that are intended to further align the interests of our named executive officers with those of our stockholders.

As we describe in the “2021 Performance Highlights” section of this proxy statement beginning on page 3, our executive compensation program supports our business strategy and incentivizes our named executive officers to drive strong performance, even in light of unprecedented business challenges.  We believe our executive compensation program for 2021 is appropriate as evidenced by the Company’s strong performance in 2021:

Accordingly, our Board is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables and any related narrative disclosures in this proxy statement, is hereby approved.0F¹

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Directors’ Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” PROPOSAL 2

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Executive and Director Compensation

Compensation Discussion and Analysis

Our executive compensation program is overseen and administered by our Compensation Committee, which consists of Messrs. Daniels and Zamkow. Our Compensation Committee operates under a written charter adopted by our Board and discharges the responsibilities of the Board relating to the compensation of our executive officers. For 2021, our named executive officers were Messrs. Stone, Kanwar, Pedonti, Frank and White².

Executive Compensation Objectives

The primary objectives of the Compensation Committee with respect to executive compensation are to:

To achieve these objectives, our Compensation Committee seeks to compensate our executives at levels it believes are competitive with those of other companies that compete with us for executive talent in our industry and in our region. As part of our comprehensive Say-on-Pay response and shareholder engagement effort that commenced after our disappointing shareholder vote in 2020, our Compensation Committee retained Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant to review our executive compensation programs and provide expert analyses, advice and information with respect to executive compensation. In 2020, FW Cook evaluated potential changes to our incentive compensation programs and prepared comparative analyses of executive compensation levels and design at peer companies. The initial work conducted by FW Cook led to numerous programmatic changes, which were addressed in last year’s Compensation Discussion & Analysis section of our Annual Proxy Statement. Our Compensation Committee continues to consult with FW Cook on our compensation program.

Our Compensation Committee has designed our compensation program to reward our named executive officers based on multiple factors across our different elements of compensation. These include individual performance, prior-period compensation and prospects for individual growth and the following key strategic objectives:

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Key Developments in 2021

As with other global organizations, the onset of the COVID-19 pandemic presented unprecedented challenges to the operation and the success of our business.  Notwithstanding these challenges, through the leadership and dedication of our named executive officers, we were able to successfully navigate the difficult landscape presented during 2021 and deliver strong financial performance while preserving the integrity of our workforce and protecting the health of our employees.  

Our total revenues for 2021 of $5,051.0 million increased by 8.2% from $4,667.9 million in the prior year and our adjusted diluted earnings per share grew 16.7%.  We also successfully navigated the acquisition of Capita and integrated its operations. We provided assistance, expertise and technological resources to our customers, further strengthening our relationships and demonstrating the value of our investments in worldwide resiliency, automation, and outsourcing strategies.

While delivering positive financial and operational results, we prioritized the health and safety of our employees and implemented numerous safety measures to ensure that we could sustain our business operations throughout the pandemic. Following the recommendations of regulators and health organizations around the world, we instituted numerous safety measures with the primary goal of ensuring our clients’ and employees’ health and safety. We were able to seamlessly transition our workforce to 99% remote working arrangements at the onset of the pandemic, and have since instituted work rotations for essential in-office functions.  

Process for Administering Our Executive Compensation Practices

Our Compensation Committee has overall responsibility for administering our executive officer compensation program.  Our Chief Executive Officer typically presents salary, bonus and equity compensation recommendations for our executive officers (other than himself) to our Compensation Committee and our Compensation Committee, in turn, considers his recommendations and exercises ultimate approval authority.  Our Chief Executive Officer’s recommendations are based on his years of experience in the financial services and software industries and his desire to motivate the executive officers and ensure their commitment to the Company.  For each executive officer, our Chief Executive Officer prepares a description for our Compensation Committee of the officer’s performance during the prior year, and recommends salary, bonus and equity awards based upon the officer’s responsibilities and contributions to the Company’s performance.  For the compensation of our executive officers other than our Chief Executive Officer, our Compensation Committee considers our Chief Executive Officer’s recommendations and discusses his reviews and recommendations with him as part of its deliberations.  For our Chief Executive Officer’s compensation, our Compensation Committee conducts its deliberations without our CEO present.  In this determination, as in other compensation matters, our Compensation Committee exercises its independent judgment.  

At our 2021 Annual Meeting of Stockholders, our stockholders voted in support for the compensation of our named executive officers, with a strong majority of the votes cast voting in favor of the “say-on-pay” advisory vote on executive compensation. We are pleased at the shareholder support for our 2021 “say-on-pay” advisory vote, which affirms the changes made by our Compensation Committee to our executive compensation program and corporate governance practices, which we believe align our compensation program with the interests of our stockholders.

We believe that the success of the “say-on-pay” advisory vote in 2021 is attributable to the stockholder engagement campaign that we undertook in 2020, during the course of which we received stockholder input that we incorporated into our compensation philosophy for our executive officers, and which continues to guide us.  In particular, based on stockholder feedback, we observe the following principles:

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In addition, we have adopted strong corporate governance practices including:

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Guidance from Independent Compensation Consultant

Since 2020, the Compensation Committee engaged FW Cook to provide executive compensation consulting services to the Compensation Committee as part of its comprehensive “Say-on-Pay” response. FW Cook continues to advise our Compensation Committee on our executive compensation program. FW Cook is retained by and reports to the Compensation Committee and, upon the request of the Compensation Committee, participates in committee meetings. Other than services provided to the Compensation Committee, FW Cook did not provide any services to the Company with respect to 2021.

Competitive Landscape

Working with FW Cook, the Compensation Committee established a peer group in 2020, which continued to be used throughout 2021.  This group is used to review relevant competitive data as part of the Compensation Committee’s decision-making process.  The peer group was selected considering company size, industry relevance, and shared client base.  The group was constructed such that, in totality, it would represent a reasonable market reference point, placing us near the median of the group in terms of revenue.  This group is reviewed annually for continued suitability.  The companies comprising the peer group are:

Components of Our Executive Compensation

For 2021, the primary elements of our annual executive compensation program are:

Compensation Mix

(1)This table does not include the award of 5,600 PSUs (at target) granted to Mr. White in July 2021 prior to his appointment as an executive officer of the Company. For additional information regarding this award of PSUs, see the Summary Compensation Table for 2021 on page 26.

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Our Compensation Committee has designed our executive officers’ compensation program to more closely link compensation delivered to our executive officers with objective financial criteria and performance and the interests of our shareholders. The below table reflects key components of our executive compensation program for 2021.

We have no formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation.  Instead, our Compensation Committee (based in part on input from our Chief Executive Officer and FW Cook) determines subjectively what it believes to be the appropriate level and mix of the various compensation components.  While we describe below the connection between each element of executive compensation and particular compensation objectives, we believe that each element promotes multiple compensation objectives.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executive officers.  In establishing base salaries for 2021, our Compensation Committee considered a variety of factors, including the seniority of the individual, the level of the individual’s responsibility, the Company’s ability to replace the individual, the individual’s tenure at the Company, relative pay among the executive officers, and our Chief Executive Officer’s input.  Generally, we believe that executive base salaries should grow modestly over time and that more of the “upside” of compensation should rest with the performance-based components – that is, cash bonuses and long-term equity incentive compensation.

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Base salaries are reviewed at least annually by our Compensation Committee and are adjusted from time to time to realign salaries with market levels after taking into account the performance of the Company and each executive officer’s responsibilities, performance and experience.  In April 2021, our Compensation Committee established the 2021 base salaries of our executive officers as follows: Mr. Stone, $875,000, Mr. Kanwar, $575,000, Mr. Pedonti, $400,000 and Mr. Frank, $750,000.

Annual Bonus

Cash Bonus and Performance Stock Units Granted for 2021 Performance

The annual bonus pool for executive officers is determined under the terms of our Executive Bonus Plan (the “Bonus Plan”). For 2021, the Compensation Committee based bonus allocation for executive officers on our Adjusted Consolidated EBITDA attributable to SS&C of $2,064.8 million.  Individual awards reflect the Compensation Committee’s holistic assessment of a broad range of financial and non-financial factors, including Company performance as a whole, performance against specific metrics determined by our Compensation Committee and other factors such as, for 2021, the Company’s and the executive officers’ strong performance in light of the ongoing COVID-19 pandemic. The individual performance of each of our executive officers is also taken into consideration.  We believe that this holistic approach to measuring performance ensures that our executives are not over or undercompensated, particularly when performance against specific financial metrics does not provide a complete picture of the Company’s overall performance or our executive officer’s contributions throughout the year.  The financial metrics and strategic imperatives reviewed by the Compensation Committee in determining bonuses were as follows:

Our Compensation Committee made final decisions with respect to 2021 annual bonuses in March 2022.  Financial performance against our key financial metrics are a principal factor in the Compensation Committee’s evaluation of both the Company’s and our executive officers’ performance. Accordingly, the amount available for bonuses to all employees, including our executive officers, varies according to our financial and operational results. In addition to the primary factors set forth above, the Compensation Committee considered certain non-financial performance when evaluating 2021 bonuses for executive officers, including leadership in the seamless transition to remote work and promotion of the overall health and safety of our employees and clients and focus on customer services, particularly the offering of assistance, expertise and technological resources throughout the pandemic, including regarding an increased interest in our cloud hosting service.

Other key drivers of individual bonus awards for the CEO and other executive officers included the individual performance of each of our executive officers in the context of a number of considerations as well as the positive or adverse impact of events outside the control of management or an individual executive, our revenues and financial position going into the new fiscal year, each executive’s work in managing the business, establishing internal controls, mentoring staff, completing and integrating acquisitions, reducing costs, responding to market conditions and maintaining our profitability. In determining 2021 annual bonus amounts for each executive officer, in addition to its own assessments, our Compensation Committee considered recommendations from the Chief Executive Officer regarding each of the executive officers other than himself.

Bonuses are not based on a predetermined weighting of metrics and our named executive officers do not have formal bonus targets. When assessing results, the Compensation Committee reviews the financial and operational performance of the Company as a whole, relative to prior year’s performance, results versus the annual budget determined by the Board of Directors at the beginning of the year, and versus competitors.

For 2021 annual bonuses, approximately half (ranging from 46% to 55%) of our executives’ annual bonuses was delivered in cash and the remaining portion in performance stock units that were granted on March 7, 2022, which vest at the end of a 2-year performance period between 0% and 200% of the target number of performance stock units granted based on year-

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over-year achievement of growth in earnings per share (the “target” number being the PSUs earned at the 100% performance level).  These PSU awards include annual performance growth targets and will measure performance against each annual goal throughout the 2-year performance period. Performance is measured relative to a 2-year average annual growth rate that is established at the beginning of the cycle and held constant. Our executive officers will only be entitled to receive any portion of the performance stock unit awards that are earned if they remain employed through the final determination of the satisfaction of these performance goals after the conclusion of our 2023 fiscal year.  Our Compensation Committee believes that the performance-vesting stock units promote the long-term performance of our company by providing value based on certain financial and operational achievements.  The PSUs were granted based on the Company’s performance in 2021, and are measured over a 2-year performance period running from 2022 to 2023.

The table below reflects the annual bonuses awarded to our NEOs for 2021 performance.  While the performance stock units granted to our named executive officers in early 2022 were delivered based on 2021 performance, pursuant to applicable SEC rules, these performance stock units will first be reportable for our named executive officers in the Summary Compensation Table included our 2023 annual proxy statement.

Long Term Incentive Equity Awards

Our Compensation Committee believes that equity-based long-term incentive compensation is a critical component of our executive compensation program.  In 2021 our Compensation Committee changed the structure of our long-term incentive equity awards by providing our executive officers with awards of performance-based stock options and time-based stock options.

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Performance-Based Stock Option Awards

On December 22, 2021, our named executive officers were granted performance-based stock options that vest between 0% and 200% of the target number of options granted at the end of a 3-year performance period based on year-over-year achievement of growth in earnings per share, and have a maximum term of 10 years.  These awards include annual performance growth targets and will measure performance against each annual goal throughout the 3-year performance period. Performance is measured relative to a 3-year average annual growth rate that is established at the beginning of the cycle and held constant. Our executive officers will only be entitled to receive any portion of the performance stock option awards that are earned if they remain employed through the final determination of the satisfaction of these performance goals after the conclusion of our 2024 fiscal year.  Our Compensation Committee believes that the performance-vesting stock options promote the long-term performance of our company by providing value based on certain financial and operational achievements and by providing rewards only if, and to the extent that, out stock price increases.

Time-Based Stock Option Awards

In addition, on December 22, 2021, our named executive officers were granted time-based stock options that vest over four years from the date of grant, are exercisable at the fair market value of our stock on the date of grant, and have a maximum term of 10 years.

The number of options granted to each of our named executive officers was determined by our Compensation Committee based on an assessment of the relative contributions and efforts of each executive officer. For executive officers other than himself, the Compensation Committee also considered recommendations provided by our Chief Executive Officer.

The time-based options awarded on December 22, 2021 vest 25% on the first anniversary of grant and 1/36^th each month thereafter until fully vested on the fourth anniversary of grant (subject to acceleration of vesting in connection with a qualifying termination within 24 months of a change of control event and the other terms and conditions set forth in the plan and the award agreements), subject to the recipient’s continued service with the Company on each applicable vesting date.

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The table below reflects the long-term equity incentive awards granted to our named executive officers during 2021. The awards of time-based options and performance-based stock options are reflected in the Summary Compensation Table for 2021 on page 26.

2021 Long-Term Incentive Equity Grants

Benefits and Perquisites

We offer a variety of benefit programs to all eligible employees, including our executive officers.  Our executive officers generally are eligible for the same benefits on the same basis as other employees, including medical, dental and vision benefits, life insurance coverage and short-and long-term disability coverage.  All eligible employees are also able to contribute to our 401(k) plan and receive matching Company contributions under the plan.  In addition, our executive officers are entitled to reimbursement for reasonable business travel and other expenses incurred during the performance of their duties in accordance with our expense reimbursement policy.

We limit the use of perquisites as a method of compensation and provide our executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain talented employees for key positions.

Severance and Change of Control Benefits

Mr. Stone is currently our only named executive officer with an employment agreement.  Mr. Stone’s agreement entitles Mr. Stone to specified benefits in the event of the termination of employment under certain circumstances, as described in detail under the captions “Chief Executive Officer Employment Agreement” and “Potential Payments Upon Termination or Change of Control” below.  Our Compensation Committee believes Mr. Stone’s employment agreement continues to be beneficial to the Company in retaining Mr. Stone.

The time-based stock options awarded to our named executive officers prior to December 2020 each vest in full immediately prior to the effectiveness of a change of control. Our Compensation Committee determined, however, that for grants made in December 2020 or later to our executive officers, equity incentive awards will only provide for “double-trigger” acceleration in connection with a change in control – i.e. if an executive officer experiences a qualifying termination of employment within twenty-four (24) months of a change in control.

Stock Ownership Guidelines, Anti-Hedging and Pledging Policy and Clawback Policy

We maintain executive stock ownership guidelines under which our executive officers are required to accumulate and retain a meaningful level of ownership in our stock. Under the stock ownership guidelines, executive officers have the following ownership requirements:

We also have adopted an anti-hedging/anti-pledging policy that prohibits our employees and directors from engaging in any transactions that are designed to hedge or speculate on any change in the market value of our common stock.

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Our Board also adopted a policy that requires the reimbursement or clawback of all or a portion of any incentive-based compensation award to executive officers when the Committee determines such executive officer’s fraud or intentional misconduct was a significant contributing factor to the need for a restatement.

Accounting and Tax Implications

The accounting and tax treatment of particular forms of compensation do not materially affect our compensation decisions.  However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make modifications to compensation policies where we deem it appropriate.  For instance, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1.0 million paid by a public company to its chief executive officer and to certain requirements were met.

In the exercise of its business judgment, and in accordance with its compensation philosophy, our Compensation Committee continues to have the flexibility to award compensation that is not tax deductible if it determines that such award is in our shareholders’ best interests.

Report of the Compensation Committee

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management.  Based on this review and discussion, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

By the Compensation Committee of the Board of SS&C Technologies Holdings, Inc.

Michael E. Daniels

Michael J. Zamkow

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Summary Compensation Table

The following table contains information with respect to the compensation earned by our named executive officers for the fiscal years ended December 31, 2021, 2020 and 2019.

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Chief Executive Officer Employment Agreement

On April 1, 2021, we amended Mr. Stone’s employment agreement to remove his entitlement to a 280G excise tax gross up. Mr. Stone’s amended employment agreement provides for the following:

For additional information on the severance and change of control benefits (including estimated costs), see “Potential Payments on Termination” below.

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“Cause” means (a) Mr. Stone’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties; (b) Mr. Stone’s conviction of, or plea of guilty or nolo contendere to, a felony; (c) the commission by Mr. Stone of an act of fraud or embezzlement against us or any of our subsidiaries as determined in good faith by a two-thirds majority of the Board; or (d) Mr. Stone’s breach of any material provision of the Amended Employment Agreement.

“Good reason” generally means the occurrence of any of the following events without Mr. Stone’s written consent: (a) an adverse change in Mr. Stone’s employment title; (b) a material diminution in Mr. Stone’s employment duties, responsibilities or authority, or the assignment to Mr. Stone of duties that are materially inconsistent with his position; (c) any reduction in Mr. Stone’s base salary, (d) any breach by us of any material provision of the Amended Employment Agreement, the Stockholders Agreement, or any other governing agreement between us and Mr. Stone; (e) a material diminution in Mr. Stone’s reporting line; or (f) a material diminution in our budget over which Mr. Stone retains authority.

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2021 Grants of Plan-Based Awards

The following table sets forth information regarding grants of compensation in the form of plan-based awards made during 2021 to our named executive officers.

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2021 Option Exercises and Stock Vested

The following table sets forth information concerning stock options that were exercised and stock awards that vested by our named executive officers in 2021 and the values realized.

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Outstanding Equity Awards at 2021 Fiscal Year-End

The following equity awards granted to our named executive officers were outstanding as of December 31, 2021.