CLVT Clarivate PLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Christie Archbold, who has served as the Chief Accounting Officer of Clarivate Plc (the “Company”), stepped down from her role on March 7, 2022.

Michael Easton, age 49, will assume the role of Senior Vice President, Finance and Chief Accounting Officer of the Company effective as of June 6, 2022. Mr. Easton most recently served as Senior Vice President – Finance and Chief Accounting Officer for IHS Markit Ltd., a position he has held since February 2017. Prior to that, Mr. Easton served as Senior Vice President - Financial Planning & Analysis for IHS Markit Ltd. (and its predecessor) from October 2012 until February 2017. Earlier in his career, Mr. Easton spent 14 years at Ernst & Young. He has a Master of Accountancy from Brigham Young University.

In connection with his appointment as Senior Vice President, Finance and Chief Accounting Officer of the Company, on March 8, 2022, the Company entered into an offer letter with Mr. Easton (the “Offer Letter”). The Offer Letter provides that Mr. Easton will receive an initial annual base salary of $450,000, a target annual incentive bonus opportunity equal to 75% of his base salary under the Company’s annual incentive plan (pro-rated for 2022) and a target annual long-term equity incentive compensation opportunity with a grant date value equal to $1,000,000 composed of 25% performance-based share units and 75% restricted share units (“RSUs”), with the initial grant of such RSUs vesting ratably, subject to Mr. Easton’s continued service to the Company, over three years on March 1, 2023, March 1, 2024 and March 1, 2025. He will also be eligible to participate in the other benefit plans generally made available to the Company’s senior executives. In addition, the Offer Letter provides that, within 15 days of his start date, Mr. Easton will be granted a one-time sign-on award of RSUs with an aggregate grant date value of $1,000,000 that will vest, subject to Mr. Easton’s continued service to the Company, as follows: 50% on March 1, 2023, 25% on March 1, 2024, and 25% on March 1, 2025.

The foregoing description of the agreement with Mr. Easton is only a summary and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2022.

Heather Matzke-Hamlin, the Company’s current Acting Chief Accounting Officer will continue in her role until Mr. Easton’s employment with the Company commences on June 6, 2022.