PROPOSAL
NO. 1: ELECTION OF DIRECTORS
The certificate of incorporation
and the bylaws of the Company provide that our board shall consist of at least one and no more than fourteen directors. The board determines
the number of directors within these limits. Our directors are currently divided into three classes; however, we began the process of
eliminating the classification of our board last year at the 2021 annual meeting. The directors elected at this annual meeting will hold
office for a term of one year or until their successors are elected and qualified, and all classes will be eliminated as of the 2023
annual meeting, with all directors being elected for one-year terms. The current number of directors is ten. At this annual meeting,
the persons listed below have been nominated to stand for election for a one-year term expiring in 2023. The board believes that each
of the nominees will stand for election and will serve if elected as a director.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR”
THE ELECTION OF EACH OF THE LISTED NOMINEES.
Ellen R. Alemany
Douglas K. Ammerman
Anthony M. Jabbour
Keith J. Jackson
Richard N. Massey
James A. Quella
Ganesh B. Rao
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Certain Information
ABOUT OUR EXECUTIVE OFFICERS
Our current executive officers of the
Company are set forth in the table below, together with biographical information, except for Messrs. Jabbour and Foley, whose biographical
information is included in this proxy statement under the section titled “Certain Information about our Directors— Information
About the Director Nominees and Continuing Directors.” Messrs. Coop and Sahai were designated as executive officers on February
10, 2022 and did not serve as executive officers in 2021.
NAME |
POSITION |
AGE |
Anthony M. Jabbour |
Chief Executive Officer |
54 |
William P. Foley, II |
Executive Chairman |
77 |
Bryan T. Hipsher |
Executive Vice President and Chief Financial Officer |
39 |
Joe A. Reinhardt, III |
Chief Legal Officer |
59 |
Kevin D. Coop |
President, North America |
57 |
Neeraj Sahai |
President, International |
64 |
Bryan T. Hipsher has
served as our Chief Financial Officer and Treasurer since the Take-Private Transaction in February 2019. Prior to joining us, Mr. Hipsher
served as Senior Vice President of Finance for Black Knight from January 2014 through February 2019. From July 2008 to January 2014,
Mr. Hipsher served as Senior Vice President of Finance for Lender Processing Services, Inc. Prior to that role, he held positions of
increasing responsibility in finance, operations and accounting from the time he joined FNF in 2006.
Joe A. Reinhardt III
has served as our Chief Legal Officer since the Take-Private Transaction in February 2019. Mr. Reinhardt serves as principal legal counsel
to the Company, its subsidiaries, senior management and the board of directors. Prior to joining the Company, Mr. Reinhardt served in
various roles with FNF for 24 years, including as Executive Vice President and General Counsel for Fidelity National Title Group, where
he managed a legal department with over 600 professionals, from 2013 to February 2019. Before joining FNF, Mr. Reinhardt worked as a
tax consultant with Ernst & Young.
Kevin
D. Coop has served President – North America since November 2020 and is responsible for profitability and growth of North America
across all product lines and businesses. Prior to that, he served as our Chief Commercial Officer since the Take-Private Transaction
in February 2019. Mr. Coop previously served as President of the Data & Analytics division of Black Knight from January 2014 to February
2019. Before joining Black Knight, Mr. Coop served as Executive Vice President of ServiceLink, a subsidiary of Fidelity National Financial,
Inc., from December 2012 to January 2014. Prior to that, he served as President of the Financial Services business lines for Verisk from
May 2005 to December 2012.
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Neeraj Sahai has served as our President – International
since March 2019. In this role, Mr. Sahai pursues growth opportunities, operating efficiency and best practices across Asia, India, the
UK&I, and the Dun & Bradstreet Worldwide Network. Prior to joining DNB, Mr. Sahai served as President of Standard & Poor’s
(S&P) Ratings from 01/2014 to 09/2015. Mr. Sahai previously served various senior roles with Citigroup from 08/1984 to 01/2014, including
Business Head of the Securities & Fund Services, CFO of Global Transaction Services and Audit & Risk Review Head of Capital Markets
and Banking.
Compensation Discussion
AND ANALYSIS
The following discussion and analysis of compensation arrangements
should be read with the compensation tables and related disclosures that follow. The following discussion may also contain statements
regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs
and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically
caution investors not to apply these statements to other contexts.
In this compensation discussion and analysis, we provide
an overview of our approach to compensating our named executive officers in 2021, including the objectives of our compensation programs
and the principles upon which our compensation programs and decisions are based.
In 2021, our named executive officers were:
| · | Anthony M. Jabbour, our Chief Executive Officer; |
| · | Bryan T. Hipsher, our Chief Financial Officer; |
| · | Joe A. Reinhardt III, our Chief Legal Officer; and |
| · | Stephen C. Daffron (our President until May 27, 2021). |
On May 27, 2021, Dr. Daffron resigned from his role as President
of Dun & Bradstreet Holdings, Inc. and transitioned to a role as a non-employee Senior Advisor to the Company.
Our compensation program for our named executive officers
is structured to drive performance, with a particular focus on long-term results, growth and profitability. We have utilized traditional
elements of compensation that reflect our overall success, including base salary, annual cash incentives and equity-based incentives.
Additionally, in connection with the Take-Private Transaction, we developed a cost savings achievement plan (the Cost Savings Achievement
Plan) that rewards our executive officers based on the achievement of specified levels of cost savings achieved following the Take-Private
Transaction. We believe that our compensation programs promote our success and lead to better financial results, which, in turn, result
in better returns for our shareholders.
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2021
Performance Highlights
2021 was a strong year for Dun & Bradstreet. In the midst
of the challenges of the COVID-19 pandemic, we were able to successfully acquire Bisnode, Eyeota and NetWise, and continue to transform
our business with significant innovation and enhancements to our technology, data and analytics that are laying the foundation for our
ability to execute on our near- and long-term growth strategies.
Bisnode, Eyeota and NetWise
On January 8, 2021, we acquired the outstanding shares of Bisnode
Business Information Group AB (Bisnode), a member of our Worldwide Network. The acquisition of Bisnode significantly expands our
footprint to additional territories that make up 40% of the gross domestic product of Europe and are home to approximately 50 of the global
500 companies. With the addition of Bisnode, we now have more than 200,000 global clients and will be able to provide mission-critical
solutions to an expanded European footprint with more local data, more local knowledge and more streamlined delivery channels. As a global
company, having local expertise and knowledge helps us to engage with clients of all sizes in the region, and across the globe, to provide
the solutions and support necessary to meet their increasing demands.
We further expanded and enhanced our Digital Marking solutions
with the acquisitions of the outstanding shares of Eyeota Holdings Pte. Ltd. (Eyeota) on November 4, 2021 and NetWise Data, LLC
(NetWise) on November 15, 2021. The additions of Eyeota and NetWise bring greater integration through our RevUp solutions suite
and more robust and connected data through our Master Data Management solutions. Eyeota and NetWise further enhance our Audience Solutions
offering and enable our teams to deliver innovative solutions around the globe, helping us drive increased wallet share, add net new logos
and increase utilization and stickiness through deeper integration into our clients’ most critical operational workflows.
Other Key Achievements in 2021
We delivered solid financial results in the year ended December
31, 2021 despite known headwinds and a challenging macro-environment. We achieved:
| · | Revenue for 2021 of $2,165.6 million, an increase
of 24.5% and 24.3% on a constant currency basis compared to the year ended December 31, 2020. |
| · | Adjusted Revenue for 2021 of $2,170.2 million, an
increase of 24.8% and 24.6% on a constant currency basis compared to the year ended December 31, 2020. |
| · | Excluding the net impact of acquisitions, organic revenue, before the
effect of foreign exchange, was $1,822.6 million in 2021, an increase of 4.5% compared to the year ended December 31, 2020. |
| · | GAAP net loss of $71.7 million, or diluted loss per share of $0.17, for
2021 compared to a GAAP net loss of $180.6 million, or diluted loss per share of $0.49 for the year ended December 31, 2020. Adjusted
net income was $471.1 million, or adjusted diluted earnings per share of $1.10, compared to adjusted net income of $346.6 million, or
adjusted diluted earnings per share of $0.94 for the year ended December 31, 2020. |
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| · | Adjusted
EBITDA for 2021 was $847.1 million, up 19.1% compared to the year ended December 31, 2020, and Adjusted EBITDA margin was 39.0%, which
included the net impact of lower deferred revenue purchase accounting adjustments of $20.9 million. |
Adjusted Revenue, Organic Revenue and Adjusted EBITDA
are non-GAAP financial measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP
measures.
Our Compensation Programs are Driven by Our Business
Objectives
Our compensation committee believes it is important to
reward our executives for strong performance in a business and industry with significant operational and regulatory challenges, and
to incentivize them to continue to take actions to deliver strong results for our investors by expanding our client relationships,
growing our client base, continuing to innovate our solutions set and pursuing new market opportunities. At the same time, our
compensation committee believes it is important to disincentivize our executives from taking unnecessary risks. The compensation
committee believes that our compensation programs are structured to foster these goals.
We believe that our executive compensation programs are structured
in a manner to support us and to achieve our business objectives. For 2021, our executive compensation approach was designed with the
following goals:
| · | Sound
Program Design. We design our compensation programs to fit with our strategy and our
culture. There are many facets and considerations involved in this equation, some of which
are discussed below in “—Compensation Best Practices.” We aim to deliver
a sound compensation program, reflecting a comprehensive set of data points and supporting
our success. |
| · | Pay
for Performance. We designed our compensation programs so that a substantial portion
of our executives’ compensation is tied to our performance, including cost savings
initiatives. We used pre-defined performance goals for our cash based annual incentive plan
(the Annual Incentive Plan) and our Cost Savings Achievement Plan to make pay-for-performance
the key driver of the cash compensation levels paid to our named executive officers. For
2021, the corporate performance measures for our Annual Incentive Plan included Adjusted
EBITDA, Adjusted Revenue, new sales and a strategic risk management objective. The committee
includes the strategic risk management objective in our Annual Incentive Plan because it
is reflective of the priority our board places on our executives’ oversight and management
of the risks facing our business. Adjusted EBITDA and Adjusted Revenue are non-GAAP measures.
Please refer to Appendix A to this proxy statement for a detailed description of adjustments
of and reconciliations to our financial measures that are not reported in accordance with
GAAP. For our Cost Savings Achievement Plan, our objective was to achieve substantial and
sustained cost savings. These performance measures are key components in the way we and our
investors view our operating success and are highly transparent and objectively determinable.
In addition, as discussed below, our equity incentives are based upon a material increase
to our value. |
| · | Long-term
Focus. Prior to our IPO, long-term incentives, in the form of profits interests, were
a significant component of our named executive officers’ total compensation and designed
to drive our long-term strategic business objectives and increase investor value over the
long |
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term.
In 2021, we granted performance-based restricted stock to complement annual incentives paid to our executive officers. These grants
tie executives to our shareholder return and our operating performance over the long-term. Our performance-based long-term
incentives are linked to our executive stock ownership guidelines, where together the grants and the guidelines strongly promote
long-term stock ownership and provide direct alignment with our shareholders.
| · | Competitiveness.
Total compensation is intended to be competitive in order to attract, motivate, and retain
highly qualified and effective executives who can build shareholder value over the long term.
The level of pay our compensation committee sets for each named executive officer is influenced
by the executive’s leadership abilities, scope of responsibilities, experience, effectiveness
and individual performance achievements. |
| · | Incentive
Pay Balance. We believe the portion of total compensation contingent on performance should
increase with an executive’s level of responsibility. Annual and long-term incentive
compensation opportunities should reward the appropriate balance of short-and long-term financial
and strategic business results. Long-term incentive compensation opportunities should significantly
outweigh short-term cash-based opportunities. Annual objectives should be compatible with
sustainable long-term performance. |
| · | Investor
Alignment and Risk Assumption. We place a strong emphasis on delivering long-term results
for our investors and clients and discourage excessive risk taking by our executive officers.
|
| · | Good
Governance. Good compensation governance plays a prominent role in our approach to compensation.
As discussed in the next section, our compensation committee and our Chief Executive Officer
consider good governance practices as they review our compensation programs and adopt policies
that work for us. |
We believe the most effective way of accomplishing these
objectives is to provide our named executive officers with enough fixed compensation in the form of base salary to disincentivize
excessive risk taking, while providing them with sufficient opportunities in the form of variable compensation that is linked to our
annual and long-term strategic goals to align their interests with those of our investors. We believe it is important to deliver
strong results for our investors and clients, and we believe our practice of linking compensation with corporate performance will
help us to accomplish that goal.
Compensation Best Practices
We take a proactive approach to compensation governance. Our compensation
committee regularly reviews our compensation programs and, when appropriate, makes adjustments that it believes are in our best interests
and the best interests of our investors. As part of this process, our compensation committee considers current best practices, and makes
changes in our compensation programs when the compensation committee deems it appropriate, all with the goal of continually improving
our approach to executive compensation and its link to driving strong performance and value for our investors. Our compensation programs
include the following notable best practices:
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THINGS
WE DO |
✔ |
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. |
✔ |
Adopted aggressive stock ownership guidelines and linked the guidelines to a holding period requirement for executives and directors who
have not met the guidelines. |
✔ |
Clawback
any overpayments of incentive-based or equity-based compensation that were attributable to restated financial results. |
✔ |
Our
compensation committee sets maximum levels payable under our annual incentives, and our equity incentive plan has a limited award pool. |
✔ |
Our
long-term equity incentive awards granted to our officers use a vesting schedule of at least three years. |
✔ |
Dividends
and dividend equivalents would be paid only on equity awards that vest. |
✔ |
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). |
✔ |
Separate
the positions of Chief Executive Officer and Chairman. |
✔ |
Limited
perquisites. |
✔ |
Our
compensation committee uses an independent compensation consultant who reports solely to the compensation committee and does not provide
separate services to management. |
THINGS
WE WON’T DO |
X |
Provide
tax gross-ups or reimbursement of taxes on perquisites. |
X |
Permit
the repricing of stock options or any equivalent form of equity incentive. |
X |
Have multi-year guarantees for salary increases, non-performance-based bonuses or guaranteed equity compensation in our executive employment
agreements. |
X |
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. |
X |
Supplemental
executive retirement plans, executive pensions or excessive retirement benefits. |
Overview of Our Compensation Programs
Principal Components of Compensation
We link a significant portion of each named executive officer’s
total annual compensation to performance goals that are intended to deliver measurable results. Executives are generally rewarded only
when and if the pre-established performance goals are met or exceeded. We also believe that material ownership stakes for executives assist
in aligning executives’ interests with those of shareholders and strongly motivate executives to build long term value. We structure
our compensation programs to assist in creating this link.
The following chart illustrates the principal elements of our named
executive officer compensation program in 2021:
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FIXED
COMPENSATION |
SHORT-TERM INCENTIVES
|
LONG-TERM
INCENTIVES |
BENEFITS |
BASE
SALARY |
ANNUAL
CASH
INCENTIVES |
COST
SAVINGS ACHIEVEMENT PLAN |
LONG-TERM
EQUITY
INCENTIVES |
Employee Stock Purchase Plan; 401(k) plan; health insurance and limited perquisites. |
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. |
Cash award designed to encourage cost savings. Participants earn cash incentives for annualized net expense savings from specific actions
taken by management. |
Equity awards to promote long-term growth and tie our executives’ financial interests to those of our investors. |
LINK
TO PERFORMANCE |
Individual performance |
Adjusted EBITDA, Adjusted Revenue, new sales and strategic risk management objectives |
Annualized
cost savings |
Future
growth in equity value |
The principal components of our executive compensation
program for 2021 were base salaries, annual cash incentives under our Annual Incentive Plan, long-term equity incentive awards in
the form of performance-based restricted stock and awards under our Cost Savings Achievement Plan. In 2021, our compensation
committee placed heavy emphasis on the at-risk, performance-based components of performance-based cash incentives and long-term
equity incentives. The compensation committee determined the appropriate value of each of these components of compensation after
considering each executive’s level of responsibility, the individual skills, experience and potential contribution of each
executive, and the ability of each executive to impact company-wide performance and create long-term value. As shown in the table
below, 85% to 97% of Messrs. Jabbour’s, Hipsher’s and Reinhardt’s total compensation was based on
performance-based incentives. Benefits comprised less than 4% of total compensation for all of our named executive officers.
The compensation committee believes a significant portion
of an executive officer’s compensation should be allocated to compensation that effectively aligns the interests of our executives
with the long-term interests of our investors. The compensation committee also believed it was extremely important for our executives
to take actions during 2019 and 2020 to achieve the cost savings goals set by the Investor Consortium, while continuing to focus on strengthening
our operations and driving strong financial results and growth. Consequently, for 2021, a significant majority of our named executive
officers’ total compensation was provided in the form of long-term equity incentives and cash incentives under our Cost Savings
Achievement Plan and Annual Incentive Plan. In particular, with respect to Mr. Jabbour, our compensation committee considered the critical
role he plays in our organization, especially with respect to achieving our strategic goals and long-term growth and success, and the
paramount importance of retaining his services and continued focus and dedication. The relative size of Mr. Jabbour’s annual and
long-term performance-based incentives relative to other awards is reflective of the compensation committee’s subjective assessment
of the value he adds to our organization and its success. The structure and terms of the compensation provided to Mr. Jabbour is also
reflective of the role he plays within our organization,
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with
the substantial majority being performance-based contingent upon achievement of specified performance objectives. Mr. Jabbour’s
base salary was set taking into account that he receives a base salary from Black Knight in connection with his role as its Chief Executive
Officer. In February 2022, Black Knight announced that Mr. Jabbour would transition to Executive Chairman and cease to serve as Black
Knight’s Chief Executive Officer effective as of May 16, 2022.
Allocations of Total Compensation for 2021
The following table shows the allocation of 2021 total compensation
for our named executive officers, as reported in the Summary Compensation Table below, among the various components. The compensation
committee believed this allocation to be appropriate after consideration of the factors described above. We have excluded Dr. Daffron
because he served as an executive officer for only the first five months of the year.
NAME |
SALARY |
BONUS |
ANNUAL
CASH
INCENTIVE |
COST
SAVINGS ACHIEVEMENT PLAN |
STOCK
AWARDS
(PERF.-
BASED) |
BENEFITS
& OTHER
COMPENSATION |
TOTAL
COMPENSATION |
PERFORMANCE
BASED
COMPENSATION |
Anthony
M. Jabbour |
2.7% |
2.9% |
6.5% |
2.6% |
85.3% |
0.0% |
100.0% |
97.3% |
Bryan
T. Hipsher |
13.3% |
4.3% |
14.8% |
3.9% |
59.9% |
3.9% |
100.0% |
82.8% |
Joe
A. Reinhardt III |
14.1% |
3.4% |
15.7% |
3.1% |
63.5% |
0.3% |
100.0% |
85.6% |
Compensation Components
Note that the financial measures used as performance targets
for our named executive officers described in this discussion are non-GAAP measures and differ from the comparable GAAP measures reported
in our financial statements. We explain how we use these non-GAAP measures in our discussions about incentives below.
Base Salary
Base salaries reflect the fixed component of the compensation
for an executive officer’s ongoing contribution to the operating performance of his or her area of responsibility. We provide our
named executive officers with base salaries that are intended to provide them with a level of assured, regularly paid cash compensation
that is competitive and reasonable. Messrs. Jabbour’s, Daffron’s and Reinhardt’s 2021 base salaries were unchanged from
2020. Mr. Hipsher’s base salary was set at $500,000 for 2021 in light of the growth in his responsibilities and contributions.
Our compensation committee reviews salary levels annually
as part of our performance review process, as well as in the event of promotions or other changes in our named executive officers’
positions or responsibilities. When establishing base salary levels, our compensation committee considered the peer compensation data
provided by our compensation consultant, Mercer, as well as a number of qualitative factors, including the named executive officer’s
experience, knowledge, skills, level of responsibility and performance.
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Annual
Performance-Based Cash Incentive
In 2021, we established annual cash incentive opportunities
for each of our named executive officers under our Annual Incentive Plan. We use the Annual Incentive Plan to provide a form of at-risk,
performance-based pay that is focused on achievement of critical, objectively measurable, annual financial objectives. The 2021 annual
cash incentives were conditioned upon the achievement of pre-defined financial objectives, which were determined by our compensation committee.
The Annual Incentive Plan plays an important role in our approach to total compensation. It motivates participants to work hard and proficiently
toward improving our operating performance for a fiscal year, and it requires that we achieve defined annual financial performance goals
before participants become eligible for an incentive payout. We believe that achieving our financial objectives is important to executing
our business strategy, strengthening our services and solutions, improving client satisfaction and gaining new clients and delivering
long-term value to our shareholders. In addition, the cash incentive program helps to attract and retain a highly qualified workforce
and to maintain a market competitive compensation program.
In February 2021, our compensation committee approved the 2021 fiscal
year financial performance objectives and a target incentive opportunity for our named executive officers, as well as the potential incentive
opportunity range for maximum and threshold performance. No annual incentive payments are payable to an executive officer if the pre-established,
minimum performance levels are not met, and payments are capped at the maximum performance payout level. Each executive’s target
incentive opportunity under the Annual Incentive Plan was established by our compensation committee as described above for executive officers
as a percentage of each individual’s base salary, as follows: Mr. Jabbour 200% of base salary, Mr. Hipsher 100% of base salary and
Mr. Reinhardt 100% of base salary.
With respect to Mr. Jabbour, in setting his target and maximum
annual cash incentive opportunities for 2021, the compensation committee considered that he is the driving force behind our execution
of our strategic vision, including optimization of our go-to-market and client service strategies; simplifying and scaling our technologies;
expanding and enhancing our data; and strengthening and enhancing our solutions to provide insights into our data, all while maintaining
an efficient cost structure to create the most value for our shareholders.
The amount of the annual incentives actually paid depends
on the level of achievement of the pre established goals as follows:
| · | If threshold performance is not achieved, no incentive will be paid. |
| · | If threshold performance is achieved, the incentive
payout will equal 50% of the executive officer’s target incentive opportunity. |
| · | If target performance is achieved, the incentive payout
will equal 100% of the executive officer’s target incentive opportunity. |
| · | If maximum performance is achieved, the incentive payout will equal 200%
of the executive officer’s target incentive opportunity, except for except for Mr. Jabbour, whose maximum incentive payout is equal
to 300% of his target incentive opportunity. |
| · | Between these levels, the payout is prorated. |
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Threshold
performance levels were established to challenge our executive officers. Maximum performance levels were established to limit annual incentive
awards so as to avoid excessive compensation while encouraging executives to reach for performance beyond the target levels. An important
tenet of our pay-for-performance philosophy is to utilize our compensation programs to motivate our executives to achieve performance
levels that reach beyond what is expected of us as a company.
Target performance levels are intended to be difficult to
achieve, but not unrealistic. The performance targets were based on discussions between management and our compensation committee. In
setting 2021 performance metrics, our compensation committee considered the following:
| · | Consistency among the 2021 performance targets and the 2021 business plan;
and |
| · | The effect that reaching performance targets would have on our growth
and operating efficiency. |
The 2021 performance metrics
and weightings were Adjusted Revenue (35%), Adjusted EBITDA (30%), new sales (25%) and strategic risk management objectives (10%). These
performance metrics are among the most important measures in evaluating the performance of our business, and they can have a significant
impact on long-term value creation and the investing community’s expectations.
These annual incentive performance goals are synchronized
with our annual budget, our long-term financial plan, and our board of directors’ expectations. In the following table, we explain
how we calculate the financial performance measures and why we use them.
PERFORMANCE
MEASURE |
WEIGHT |
HOW
CALCULATED |
REASON
FOR USE |
Adjusted
Revenue |
35% |
GAAP
revenues on a constant currency basis adjusted to include revenues not recorded due to the timing of the completion of the Bisnode
acquisition and the deferred revenue purchase accounting adjustment recorded in accordance with GAAP. |
We
believe Adjusted Revenue is useful to investors and management as a supplemental measure to evaluate our performance on a consistent
basis. |
Adjusted
EBITDA |
30% |
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) the deferred
revenue purchase accounting adjustment recorded in accordance with GAAP; (v) equity-based compensation; (vi) charges associated with
significant legal and regulatory matters; (vii) exit costs, impairments,and other charges; (viii) non-operating expense or income
and equity in net income of affiliates; (ix) acquisition- related costs; and (x) transition costs |
We
believe Adjusted EBITDA is useful to investors as a supplemental measure to evaluate the overall operating performance of companies
in our industry. 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 2021; and (ii) sales of products to existing clients with an incremental
increase over prior year sales. |
We
believe 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. |
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Adjusted
EBITDA and Adjusted Revenue are non-GAAP financial measures that we believe are useful to investors in evaluating our overall financial
performance. We believe these measures provide useful information about operating results and profitability, enhance the overall understanding
of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in
its financial and operational decision making.
Final calculations of our achievement of the
performance measures are subject to adjustment for variances as a result of legislative or regulatory changes, impact of pandemics
or other similar/ extraordinary events, unbudgeted acquisitions or divestitures, accounting adjustments, non-recurring charges,
major restructuring changes, non-budgeted discontinued operations, as well as currency fluctuations, as estimated by management and
approved by the compensation committee. These adjustments encourage our executives to focus on achieving strong financial
performance and efficient operation of our continuing businesses during the year to achieve the performance measures. The
adjustments also ensure that the achievement of the performance measures, as determined by the compensation committee at the end of
the performance period, correlate with the budget and thereby serve as barometers of management’s performance in growing our
business, obtaining new clients, and operating the business effectively and efficiently. The adjustments also encourage our
executives to focus on the long-term benefit of acquisitions or divestitures regardless of whether they may have a positive or
negative impact on our Adjusted Revenues and Adjusted EBITDA in the current year.
In 2021, our compensation committee also included a
qualitative risk-based performance criteria, reflecting the importance our board places on management’s actions to manage and
mitigate risk across Dun & Bradstreet as one of the metrics in our Annual Incentive Plan. To emphasize the importance of our
executive team’s constant focus on and mitigation of the risks to our business, including data privacy, cyber-security and
other risks to our organization, the committee determined to tie 10% of our executives’ annual incentive awards to the
achievement of the Company’s risk objectives for 2021. The maximum payout for achievement of the risk objectives is 100%,
although the compensation committee may determine that the objective has been achieved at a level below 100%.
Set forth below are the relative percentage weights of the
2021 performance metrics, the threshold, target and maximum performance levels for each performance metric and 2021 performance results.
For information on the ranges of possible payments under our Annual Incentive Plan, see “—Grants of Plan Based Awards”
under the column Estimated Future Payouts Under Non-Equity Incentive Plan Awards.
PERFORMANCE
METRIC |
WEIGHT |
THRESHOLD |
TARGET |
MAXIMUM |
PERFORMANCE
RESULT |
PAYOUT
FACTOR |
|
|
($
in millions) |
($
in millions) |
($
in millions) |
($
in millions) |
|
Adjusted
Revenue |
35% |
$2,119 |
$2,164 |
$2,194 |
$2,162.2 |
98% |
Adjusted
EBITDA |
30% |
$812 |
$848 |
$872 |
$846 |
97% |
New
sales |
25% |
$300 |
$350 |
$400 |
$375.2 |
150% |
Strategic
Risk Management Objectives and Assessment |
10% |
– |
– |
– |
Achieved |
100% |
|
| |
42 |
For 2021, we assigned a relative percentage weight of
35% to the Adjusted Revenue performance metric, 30% to the Adjusted EBITDA performance metric, 25% to the new sales performance
metric and 10% to the strategic risk management objectives and assessment. The percentage weight of each performance metric equates
to the maximum percentage of incentive awards payable upon achieving the threshold, target or maximum performance level determined
for such performance metric. The compensation committee determined that the Company had achieved its risk management objectives
based upon a report provided by our executives on the management of the Company’s overall risk profile and various
risk-related achievements in 2021.The relative percentage weights for the performance metrics sum to 100%, and therefore 100% of the
annual incentive awards would potentially be payable if target performance levels were achieved for all four of the 2021 performance
metrics.
The table below shows each named executive officer’s
2021 target incentive opportunity and the amounts actually paid under the Annual Incentive Plan.
NAME |
2021
BASE
SALARY
(1) |
2021
ANNUAL
INCENTIVE
TARGET (2) |
2021
INCENTIVE
PAY
TARGET |
ACTUAL
PERFORMANCE
MULTIPLIER |
2021
TOTAL
INCENTIVE
EARNED(3) |
Anthony
M. Jabbour |
$250,000 |
200% |
$500,000 |
122.2% |
$611,000 |
Bryan
T. Hipsher |
$500,000 |
100% |
$500,000 |
111.1% |
$555,500 |
Joe
A. Reinhardt III |
$500,000 |
100% |
$500,000 |
111.1% |
$555,500 |
| (1) | Represents annual base salary set in accordance with the terms of each of the named
executive officers’ respective employment agreement. See “—Employment Agreements.” |
| (2) | Represents the 2021 Annual Incentive Target as a percentage of the named executive’s 2021 base salary. |
| (3) | Dr. Daffron resigned from the Company effective May 27, 2021. Accordingly, Dr. Daffron
did not receive any payments under the Annual Incentive Plan with respect to 2021. |
Long-Term Equity
Incentives
Performance-based Restricted Stock
We typically approve our long-term equity incentive awards
during the first quarter as the compensation committee sets our compensation strategy for the year. In February 2021, we used the 2020
Omnibus Incentive Plan (the Omnibus Incentive Plan) to grant long-term incentive awards to our executive officers in the form of
performance-based restricted stock. The performance-based restricted stock awards granted in 2021 vest over three years based on continued
employment with us and provided we achieve a performance target of Adjusted EBITDA greater than $803 million for the period of January
1, 2021 to December 31, 2021. We achieved Adjusted EBITDA of $846 million for this period, including adjustments to exclude the effect of a business acquired
during 2021.
43 |
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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. However, due to the importance of these awards in the retention
of our executives and the design of our long-term incentives so that the entire award is forfeited if the performance target is not achieved,
the committee does not set the performance target at a level that it considers 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, where the committee
sets the minimum, target and maximum performance targets at levels that are intended to drive superior performance by our executives.
The awards were designed with a primary objective of creating
a long-term retention incentive, the value of which is tied to our stock price performance, and a secondary objective of requiring that
management achieve Adjusted EBITDA results that were equal to or better than the prior year performance.
We selected Adjusted EBITDA because it is one of the most
important measures in evaluating our operating strength and efficiency. It also reflects our ability to convert revenue into operating
profits for shareholders 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.
For our performance-based restricted stock, Adjusted
EBITDA is calculated as noted above under “Annual Performance-based Cash Incentive.” Final calculations of our
achievement of the performance measures are subject to adjustment for variances as a result of legislative or regulatory changes,
impact of pandemics or other similar/extraordinary events, unbudgeted acquisitions or divestitures, accounting adjustments,
non-recurring charges, major restructuring changes, non-budgeted discontinued operations, as well as currency fluctuations, as
estimated by management and approved by the compensation committee. We make these adjustments for the same reasons described above
under “Annual Performance-based Cash Incentive.”
To the extent we were to pay dividends on our shares,
credit for such dividends would be provided on unvested shares, but payment of those dividends would be subject to the same vesting
requirements as the underlying shares—in other words, if the underlying shares do not vest, the dividends are forfeited. We
have not paid any cash dividends to date and have no current plans to pay any cash dividends for the foreseeable future.
Our
compensation committee considers several qualitative and quantitative factors when determining equity incentive award levels, and
ultimately uses its judgment when determining the terms of individual awards. The factors the compensation committee considers
include the following:
| · | The executive officer’s level of responsibility and ability to influence
our performance; |
| · | The executive officer’s level of experience, skills and knowledge;
|
| · | The need to retain and motivate highly talented executive officers; |
| · | Corporate governance considerations related to executive officer compensation;
and |
| · | Our current business environment, objectives and strategy. |
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| |
44 |
While our compensation committee considered each of the
factors set forth above in arriving at the specific awards granted to each of our named executive officers in 2021, its
determination was not formulaic; rather, our compensation committee exercised its discretion to make decisions based on its
assessment of the totality of the factors, including the significant financial return that our officers returned to our
shareholders. In particular, with respect to Mr. Jabbour, the relative size of his 2021 performance-based restricted stock award as
compared to awards granted to others is reflective of our compensation committee’s subjective assessment of the significant
value he adds to our organization and his ability to shape and execute on our long-term strategy and impact our long-term
success.
Under the 2020 Omnibus Incentive Plan, we made the following
performance-based restricted stock grants to our named executive officers, which will vest ratably over three years commencing on March
10, 2022: Mr. Jabbour 363,472; Mr. Hipsher 102,227; and Mr. Reinhardt 102,227. Dr. Daffron resigned his employment with the Company on
May 27, 2021 and therefore forfeited his March 10, 2021 performance-based restricted stock award of 272,604 shares. See “—
Potential Payments under 2020 Omnibus Incentive Plan” for a discussion of treatment of such awards upon an occurrence of a change
in control.
For information about the grant date fair values of the performance-based
restricted stock awards granted to our named executive officers in 2021, see “—Summary Compensation Table.” The grant
date fair values reflect the potential future value of the performance-based restricted stock awards. The actual amounts realized by our
named executive officers may be greater or less than the fair value estimates.
Long-Term Incentive Plan for Executive Employees
Prior to our IPO, we used our Long-Term
Incentive Plan for Executive Employees (the LTIP) to grant long-term incentive awards in the form of profits interests. These profits
interests, or common units, granted under the LTIP vest ratably over a three-year period beginning on the date of grant, subject to the
named executive officer’s continued employment with us or any subsidiary.
Cost Savings Achievement Plan
In March 2019, we adopted
the Cost Savings Achievement Plan to grant incentive awards to our executive officers in the form of cash awards. The underlying principles
of our Cost Savings Achievement Plan is to reward a small group of executives who have the greatest impact on our cost savings objectives.
The cost savings incentives earned are based on the achievement of specified levels of cost savings achieved beginning February 8, 2019
and ending on March 31, 2019, and for each calendar quarter thereafter until the board or compensation committee terminates the plan.
Cost savings are defined as the annualized net expense savings from specific actions taken by management. The board of directors (or
our compensation committee) has final authority to determine whether a specific amount will qualify as a cost savings. No incentive bonus
is earned until the annualized cost savings amount reaches $75.0 million.
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The amount of the incentives
actually paid depends on the level of achievement of pre-established goals. Our named executive officers were eligible to earn cash
payments for cost savings achieved each quarter, with 50% of such targets being paid in the following quarter and the remaining 50%
paid one year later at the discretion of the Chief Executive Officer based on the executive’s contribution to the cost savings
achievement, other than with respect to discretionary amounts paid to the Chief Executive Officer and the President, which are
subject to approval by the board or the compensation committee. The compensation committee determined to terminate the plan for
purposes of cost savings achieved in future quarters. Accordingly, no amounts may be earned by our named executive officers after
the first quarter of 2021.
In August 2021, following Dr. Daffron’s resignation
from the company, our compensation committee approved the reallocation of the discretionary portion of Dr. Daffron’s award equal
to $949,678 to the continuing participants in the Cost Savings Achievement Plan. These discretionary amounts related to cost savings achieved
in the second, third and fourth quarters of 2020 and the first quarter of 2021. The portions of the reallocated amount that were paid
to Messrs. Jabbour, Hipsher and Reinhardt are reflected in the “Bonus” column of the Summary Compensation Table below.
We Promote Long-Term Stock Ownership for Our Executives
We have formal stock ownership guidelines for our named executive
officers and members of our board of directors. The guidelines were established to encourage such individuals to hold a multiple of their
base salary (or annual retainer) in our common stock and thereby align a significant portion of their own economic interests with those
of our shareholders. The guidelines call for the executive to reach the ownership multiple within five years. The guidelines, including
those applicable to non-employee directors, are as follows:
POSITION |
MINIMUM
AGGREGATED VALUE |
CEO |
6
× base salary |
Officers |
2
× base salary |
Members
of the Board |
5
× annual cash retainer |
Our named executive officers and our board of directors maintain
significant long-term investments in our company. As of December 31, 2021, each of our named executive officers and non-employee directors
holdings of our stock significantly exceeded these stock ownership guidelines, other than Messrs. Hagerty, Jackson, Rao and Ms. Alemany.
Collectively, as reported in the table “Security Ownership of Management and Directors,” our named executive officers and
directors beneficially own an aggregate of 37,089,728.48 shares of our common stock as of April 18, 2022, which represents approximately
8.5% of our outstanding common stock with a value of approximately $631,267,178.73 based on the closing price of our common stock on that
date. The fact that our executives and directors hold such a large investment in our shares is part of our culture and our compensation
philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders,
and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens
the team’s focus on achieving long-term results and increasing shareholder return.
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46 |
We
provide retirement and other benefits to our U.S. employees under a number of compensation and benefit plans. Our named executive officers
generally participate in the same compensation and benefit plans as our other executives and employees. In addition, our named executive
officers are eligible to participate in broad-based health and welfare plans. We do not offer “defined benefit” pensions or
supplemental executive retirement plans for our named executive officers.
Benefit Plans
401(k) Plan. We sponsor a defined contribution savings
plan that is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), in which all of our employees
in the United States, including our named executive officers, are eligible to participate. The plan contains a “cash or deferred
arrangement” under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their eligible
compensation, but not more than statutory limits, generally $19,500 in 2021.
A participant could receive the value of their vested account
balance upon termination of employment. A participant is always 100% vested in their voluntary contributions. Vesting in matching contributions,
if any, occurs following three years of service (or attainment of normal retirement age) based on continued employment.
For information regarding the matching contributions made
to our named executive officers in 2021 see “—Summary Compensation Table” under the column “All Other Compensation”
and the related footnote.
Employee Stock Purchase
Plan. As of January 1, 2021, we offer an employee stock purchase plan, or ESPP, through which our executives and employees can purchase
shares of our common stock through payroll deductions and through matching employer contributions. Participants in the ESPP may deduct
up to 15% of their after-tax base pay. At the end of each calendar quarter, we make a matching contribution to the account of each participant
who has been continuously employed by us or a participating subsidiary for the last four calendar quarters if the participant has held
the shares purchased in the quarter to which the matching contribution relates for at least one year. For employees with more than ten
years of service and employees in certain designated leadership roles, including our named executive officers, matching contributions
are equal to one-half of the amount contributed during the quarter that is one year earlier than the quarter in which the matching contribution
was made. The matching contributions, together with the employee deferrals, are used to purchase shares of our common stock on the open
market.
Health and Welfare Benefits. We sponsor various broad-based
health and welfare benefit plans for our employees. We provide all our employees, including our named executive officers, with basic
life insurance and the option for additional life insurance. The taxable portion of the premiums on company-paid basic life insurance
for our named executive officers is reflected below under “— Summary Compensation Table” under the column “All
Other Compensation” and related footnote.
Other Benefits. We provide few perquisites to our
executives that are not offered to our employees generally. In general, the perquisites provided are intended to help our executives
be more productive and efficient and to protect us and the executive from certain business risks and potential threats. The compensation
committee regularly reviews the perquisites provided to
47 |
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our
executive officers. Further detail regarding executive perquisites in 2021 can be found in the “—Summary Compensation Table”
under the column “All Other Compensation” and the related footnote.
Employment Agreements and Post Termination Compensation
and Benefits
We have entered into employment agreements with our named
executive officers. These agreements provide us and the executives with certain rights and obligations following a termination of employment.
We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the executives in the event
of certain termination events. For a discussion of the material terms of these agreements see “— Employment Agreements”
below.
Role of Compensation Committee, Compensation Consultant
and Executive Officers
Our compensation committee is responsible for reviewing, approving
and monitoring all compensation programs for our named executive officers. Our compensation committee is also responsible for administering
our annual cash incentives, our Omnibus Incentive Plan and approving individual grants and awards under those plans for our named executive
officers.
In connection with our 2021 executive compensation programs,
our compensation committee engaged Mercer, an independent compensation consultant, to conduct an annual review of our compensation programs
for our named executive officers and other key executives and our board of directors. Mercer was selected, and its fees and terms of engagement
were approved, by our compensation committee. Mercer reported directly to the compensation committee. During 2021, the Company also engaged
Mercer’s Health & Benefits business to provide consulting support in conjunction with Mercer’s role as broker of record
for selected employee benefits. We paid Mercer $407,867 in connection with these services in 2021. In April 2021, the compensation committee
reviewed the independence of Mercer in accordance with the rules of the NYSE regarding the independence of consultants to the compensation
committee, and affirmed the consultant’s independence.
In February 2021, our Chief
Executive Officer, Mr. Jabbour, made recommendations with respect to the compensation of his direct reports. William P. Foley, II, our
Chairman, made recommendations with respect to Mr. Jabbour’s compensation. In addition, Colleen Haley, our Corporate Secretary,
coordinated with our compensation committee members and Mercer in preparing the committee’s meeting agendas and, at the direction
of the committee, assisted Mercer in gathering our financial information and information on our executives’ existing compensation
arrangements for inclusion in Mercer’s reports to our compensation committee. Our executive officers do not make recommendations
to our compensation committee with respect to their own compensation.
While our compensation committee carefully considers the
information provided by, and the recommendations of, Mercer and the individuals who participate in the compensation process, our compensation
committee retains complete discretion to accept, reject or modify any compensation recommendations.
To assist our compensation committee,
Mercer conducts marketplace reviews of the compensation we pay to our executive officers. It gathers marketplace compensation data on
total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive
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48 |
ownership
levels, overhang and dilution from our Omnibus Incentive Plan, pay mix and other key statistics. This data is collected and analyzed twice
during the year, once in the first quarter and again in the fourth quarter. The marketplace compensation data provides a point of reference
for our compensation committee, but our compensation committee ultimately makes subjective compensation decisions based on all of the
factors described above.
The compensation committee
compares our executive compensation program to a group of companies that are comparable in terms of size and industry, or peer group.
The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements (current
or proposed), understanding compensation trends among comparable companies, and reviewing other compensation and governance-related topics
that may arise during the course of the year. The primary factors used to select the peer group were revenue (with peer group companies’
revenue ranging from approximately 1/2 to 3 times our projected 2021 revenue), market capitalization, EBITDA, industry focus, geographic
footprint and business model.
The fiscal year 2021 peer group consisted of the following 12 companies:
· |
Thompson Reuters Corporation |
· |
CoreLogic, Inc.* |
· |
Intercontinental Exchange, Inc. |
· |
MSCI Inc. |
· |
Fair Isaac Corporation |
· |
Factset Research System Inc. |
· |
Moody’s Corporation |
· |
Costar Group, Inc. |
· |
Equifax Inc. |
· |
Morningstar, Inc. |
· |
TransUnion |
· |
Verisk Analytics, Inc. |
*CoreLogic was eliminated from our peer group in June 2021
following its acquisition by StonePoint Capital and Insight Partners.
The revenue range of these companies at that time was between
approximately $1.36 billion and $6.59 billion. This compares to our 2021 revenue estimate at that time of about $1.95 billion.
The marketplace compensation information in this discussion
is not deemed filed or a part of this compensation discussion and analysis for certification purposes.
Establishing Executive Compensation Levels
We operate in a highly competitive industry and compete with our peers
and competitors to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the
leadership abilities and skills necessary for building long-term value, motivate our executives to perform at a high level and reward
outstanding achievement, our executives’ compensation levels are set at levels that our compensation committee believes to be competitive
in our market.
When determining the value of the base
salary and cash and equity incentives that each of our named executive officers would receive, our compensation committee considered a
number of important qualitative and quantitative factors including:
49 |
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|
| · | The
executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our performance; |
| · | The business environment and our business objectives and strategy; |
| · | The executive’s ability to impact our achievement of the goals for
which the compensation program was designed, including achieving our long-term financial goals, increasing investor value and achieving
cost savings and efficiencies following the acquisition; and |
| · | Whether corporate governance and regulatory factors
related to executive compensation, including discouraging our named executive officers from taking unnecessary risks. |
Our compensation decisions are not formulaic, and the
members of our compensation committee did not assign precise weights to the factors listed above. Our compensation committee
utilized their individual and collective business judgment to review, assess, and approve compensation for our named executive
officers. For instance, with respect to Mr. Jabbour, our compensation committee considered, as it did when structuring all of his
compensation arrangements, the material role he plays in our organization, the significant influence he has on our equity value, and
the importance of retaining his services and continued focus and dedication. Our compensation committee recognizes Mr.
Jabbour’s unique abilities and track record with respect to formulating and executing on a strategic vision to build
significant value for shareholders. The relative size of Mr. Jabbour’s incentives in 2021 were reflective of our compensation
committee’s subjective assessment of the value he adds to our organization and its success. The structure and terms of the
compensation provided to Mr. Jabbour is also reflective of the role he plays within our organization, with the majority being
performance-based. We believe that the cost of Mr. Jabbour’s incentives is outweighed by the immediate and long-term benefits
we and our shareholders stand to gain by having him dedicated, focused and materially aligned financially with our success.
Hedging and Pledging Policy
In order to more closely align the interests of our
directors and executive officers with those of our shareholders and to protect against inappropriate risk taking, we maintain a
hedging and pledging policy, which prohibits our executive officers and directors from taking any of the following actions without
obtaining approval from our board of directors: engaging in hedging or monetization transactions with respect to our securities,
engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance
of improper or inappropriate conduct or holding Company securities in margin accounts or pledging them as collateral for loans.
Clawback Policy
In 2021, our compensation committee adopted a policy to
clawback and recover incentive-based compensation paid to our executive officers if we are required to prepare an accounting
restatement due to material noncompliance with financial reporting requirements. Under the policy, in the event of such a
restatement we will clawback any incentive-based compensation paid during the preceding three-year period to the extent it would
have been lower had the compensation been based on the restated financial results. No clawbacks were made in 2021.
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50 |
Tax and Accounting Considerations
Our compensation committee considers the impact of tax and
accounting treatment when determining executive compensation.
Section 162(m) of the Internal Revenue Code places a limit of $1,000,000
on the amount that can be deducted by any publicly held company in any one year for compensation paid to certain executive officers. Due
to the IPO, beginning with our 2021 taxable year these deduction disallowance rules will be applicable to the Company’s principal
executive officer and principal financial officer serving at any time during the taxable year, its three other most highly compensated
executive officer employed at the end of the taxable year and any employee who was covered under Section 162(m) for any earlier tax year
that began after December 31, 2016. While our compensation committee considers the deductibility of awards as one factor in determining
executive compensation, the compensation committee also looks at other factors in making its decisions, as noted above, and retains the
flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the
awards are not deductible for tax purposes.
Our compensation committee also considers the accounting impact
when structuring and approving awards. We account for equity based payments, including profits interest awards, in accordance with ASC
Topic 718, Compensation—Stock Compensation (ASC Topic 718), which governs the appropriate accounting treatment of equity based payments
under generally accepted accounting principles (GAAP).
Compensation Committee Report
The compensation committee has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the compensation committee recommended
to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
THE COMPENSATION COMMITTEE
Richard N. Massey (Chair)
Thomas M. Hagerty
James A. Quella
51 |
| |
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Executive Compensation
Summary Compensation Table
The following table contains information concerning the cash
and non-cash compensation awarded to or earned by our named executive officers for the years indicated.
NAME |
YEAR |
SALARY
($) (1) |
BONUS
($) (2) |
STOCK
AWARDS ($) (3) |
OPTION
AWARDS ($) |
NON-EQUITY
INCENTIVE PLAN
COMPENSATION ($) (4) |
ALL
OTHER
COMPENSATION ($) (5) |
TOTAL
($) |
Anthony
M. Jabbour
Chief Executive
Officer |
2021 |
250,000 |
271,050 |
8,000,019 |
– |
855,411 |
138 |
9,376,618 |
2020 |
197,917 |
– |
– |
4,771,948 |
2,064,212 |
138 |
7,034,215 |
2019 |
212,180 |
101,430 |
11,929,851 |
– |
6,112,688 |
35 |
18,356,184 |
Bryan
T. Hipsher
Chief Financial
Officer |
2021 |
500,000 |
160,622 |
2,250,016 |
– |
700,336 |
147,695 |
3,758,670 |
2020 |
407,292 |
500,000 |
– |
1,037,380 |
1,298,776 |
10,029 |
3,253,477 |
2019 |
381,683 |
60,106 |
1,491,231 |
– |
3,607,425 |
88,161 |
5,628,606 |
Joe
A. Reinhardt III
Chief Legal Officer |
2021 |
500,000 |
120,466 |
2,250,016 |
– |
664,127 |
10,408 |
3,545,018 |
2020 |
479,167 |
500,000 |
- |
907,708 |
1,080,463 |
19,642 |
2,986,980 |
2019 |
449,039 |
45,080 |
1,192,887 |
– |
3,039,250 |
77,446 |
4,803,702 |
Stephen
C. Daffron
President
(until May 27, 2021) |
2021 |
265,833 |
– |
6,000,014 |
– |
122,206 |
33,501 |
6,421,554 |
2020 |
514,583 |
– |
- |
4,771,948 |
2,343,006 |
10,371 |
7,639,908 |
2019 |
583,751 |
101,430 |
8,947,389 |
– |
6,562,163 |
6,761 |
16,201,494 |
| (1) | For Dr. Daffron, reflects base salary earned through May 27, 2021, the date of his resignation. |
| (2) | Represents the portion of the discretionary amounts earned by Dr. Daffron under the
Cost Savings Achievement Plan that were reallocated to our named executive officers in 2021. |
| (3) | Represents the aggregate grant date fair value of the performance-based restricted stock awards granted
on March 10, 2021 based on target performance. All amounts are computed in accordance with ASC Topic 718, Compensation—Stock Compensation,
excluding forfeiture assumptions. See the Grants of Plan Based Awards table for details regarding the awards. Assumptions used in the
calculation of these amounts are included in Footnote 11 to our Audited Consolidated Financial Statements for the fiscal year ended December
31, 2021 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2022. Dr. Daffron
resigned from the Company on May 27, 2021 and therefore forfeited his March 10, 2021 performance-based restricted stock award. |
| (4) | Represents performance-based amounts earned under our Annual Incentive Plan and the total amounts earned
under the Cost Savings Achievement Plan in 2020 and the first quarter of 2021 (including the 50% that is discretionary to be paid the
following year). For fiscal year 2021, the named executive officers earned the following performance based amounts under our Annual Incentive
Plan and total amounts earned under the Cost Savings Achievement Plan (including the 50% that is discretionary to be paid the following
year, except for Dr. Daffron who only earned 50% given his resignation), respectively: Mr. Jabbour $611,000 and $244,411; Mr. Hipsher
$555,500 and $144,836; Mr. Reinhardt $555,500 and $108,627; and Dr. Daffron $0 and $122,206. |
| (5) | For 2021, amounts reflected below include 401(k) matching contributions and life insurance premiums. For
Mr. Hipsher, amount also includes costs associated with his relocation to Jacksonville, Florida. For Dr. Daffron, amount also includes
accrued unpaid vacation that was paid at the time of his resignation. |
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52 |
NAME |
401(K)
MATCHING
CONTRIBUTIONS
|
LIFE
INSURANCE
PREMIUMS |
RELOCATION
COSTS |
VACATION
PAYMENT |
TOTAL |
Anthony
M. Jabbour
Chief Executive Officer |
– |
138 |
– |
– |
138 |
Bryan
T. Hipsher
Chief Financial Officer |
10,150 |
54 |
137,491 |
– |
147,695 |
Joe
A. Reinhardt III
Chief Legal Officer |
10,150 |
258 |
– |
– |
10,408 |
Stephen
C. Daffron
President (until May 27, 2021) |
10,150 |
304 |
– |
23,047 |
33,501 |
Grants of Plan-Based Awards
The following table sets forth information concerning awards
granted to the named executive officers during the fiscal year ended December 31, 2021.
|
ESTIMATED
FUTURE PAYOUTS UNDER NON EQUITY INCENTIVE PLAN AWARD |
ESTIMATED
FUTURE
PAYMENTS UNDER
EQUITY INCENTIVE
PLAN AWARDS TARGET
(#)
|
GRANT
DATE
FAIR VALUE OF
RESTRICTED
STOCK AWARDS
($) |
NAME
|
GRANT
DATE
|
AWARD
TYPE
|
THRESHOLD
($)
|
TARGET
($)
|
MAXIMUM
($) |
Anthony
M. Jabbour
Chief Executive
Officer |
2/11/2021(1) |
Cost
Savings
Achievement Plan |
632,813 |
1,476,563 |
4,640,625 |
– |
– |
2/11/2021(2) |
Annual
Incentive Plan |
250,000 |
500,000 |
1,500,000 |
– |
– |
3/10/2021(3) |
Performance-Based
Restricted Stock |
– |
– |
– |
363,472 |
8,000,019 |
Bryan
T. Hipsher
Chief Financial
Officer |
2/11/2021(1) |
Cost
Savings
Achievement Plan |
375,000 |
875,000 |
2,750,000 |
– |
– |
2/11/2021(2) |
Annual
Incentive Plan |
250,000 |
500,000 |
1,000,000 |
– |
– |
3/10/2021(3) |
Performance-Based
Restricted Stock |
– |
– |
– |
102,227 |
2,250,016 |
Joe
A. Reinhardt III
Chief Legal Officer |
2/11/2021(1) |
Cost
Savings
Achievement Plan |
281,250 |
656,250 |
2,062,500 |
– |
– |
2/11/2021(2) |
Annual
Incentive Plan |
250,000 |
500,000 |
1,000,000 |
– |
– |
3/10/2021(3) |
Performance-Based
Restricted Stock |
– |
– |
|
102,227 |
2,250,016 |
Stephen
C. Daffron
President |
2/11/2021(1) |
Cost
Savings
Achievement Plan |
632,813 |
1,476,563 |
4,640,625 |
– |
– |
2/11/2021(2) |
Annual
Incentive Plan |
487,500 |
975,000 |
1,950,000 |
– |
– |
3/10/2021(3) |
Performance-Based
Restricted Stock |
– |
– |
– |
272,604 |
6,000,014 |
| (1) | Amounts reflect potential payments to be made under our Cost Savings Achievement
Plan in 2021 based on the achievement of specified levels of cost savings achieved during 2021. Threshold amounts represent each executive’s
allocation of the incentive pool if the threshold annualized cost savings of $100.0 million are achieved and Target amounts represent
each executive’s allocation of the incentive pool if the annualized cost savings of $125.0 million are achieved. For annualized
savings over $125.0 million, each executive will receive their respective allocation of an incentive pool equal to $8.75 million plus
25% of the annualized cost savings over $125.0 million, with no cap on the incentive pool. No amounts are paid under the Cost Savings
Achievement Plan if the annualized savings achieved are less than $75.0 million. For 2021, earned amounts under the Cost Savings Achievement
Plan with respect to first quarter 2021 are noted in footnote 4 of the Summary Compensation Table. For 2021, our executives’ allocations
of the Cost Savings Achievement Plan pool, excluding the redistributed amount resulting from Dr. Daffron’s resignation, are as follows:
Mr. Jabbour 19.4%, Mr. Hipsher 11.5%, Mr. Reinhardt 8.6% and Dr. Daffron 9.7%. The Compensation Committee terminated the Cost Savings
Achievement Plan with respect to cost savings achieved after first quarter 2021 and no amounts were earned thereafter. |
53 |
| |
|
| (2) | Amounts
reflect potential payments to be made under our Annual Incentive Plan for fiscal 2021. The
amounts shown in the Threshold column reflect the amount payable if the threshold level of
performance is achieved, which is 50% of the target amount shown in the Target column. The
amount shown in the Maximum column is 200% of such target amount for each executive other
than Mr. Jabbour, for whom it is 300% of his target amount. Target amounts, as a percentage
of base salary, for each of our named executive officers under our Annual Incentive Plan
are as follows: Mr. Jabbour 200%; Dr. Daffron 150%; Mr. Hipsher 100% and Mr. Reinhardt 100%.
Dr. Daffron resigned his employment with the Company on May 27, 2021 and therefore did not
receive an annual cash incentive with respect to performance in 2021. |
| (3) | The
amounts shown in column (g) represent the number of shares of performance-based restricted
stock granted on March 10, 2021 under our Omnibus Incentive Plan, which are subject to our
meeting an Adjusted EBITDA goal. These awards are also subject to time-based vesting over
three years based on continued employment following the achievement of performance. Dr. Daffron
resigned his employment with the Company on May 27, 2021 and therefore forfeited his award. |
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information with respect
to outstanding equity awards held by our named executive officers at December 31, 2021.
|
OPTION AWARDS |
STOCK
AWARDS |
NAME |
GRANT
DATE |
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)(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 |
3/12/2019 |
– |
– |
– |
1,342,909
|
27,516,205
|
– |
– |
6/30/2020 |
920,000 |
22.00 |
6/30/2027 |
– |
– |
– |
– |
3/10/2021 |
– |
– |
– |
– |
– |
363,472 |
7,447,541 |
Bryan
T.
Hipsher
Chief Financial
Officer |
3/12/2019 |
– |
– |
– |
167,863 |
3,439,513 |
– |
– |
6/30/2020 |
200,000 |
22.00 |
6/30/2027 |
– |
– |
– |
– |
3/10/2021 |
– |
– |
– |
– |
– |
102,227 |
2,094,631 |
Joe
A.
Reinhardt III
Chief Legal
Officer |
3/12/2019 |
– |
– |
– |
134,280 |
2,751,397 |
– |
– |
6/30/2020 |
175,000 |
22.00 |
6/30/2027 |
– |
– |
– |
– |
3/10/2021 |
– |
– |
– |
– |
– |
102,227 |
2,094,631 |
Stephen
C.
Daffron
President (until
May 27, 2021) |
3/12/2019 |
– |
– |
– |
1,007,181 |
20,637,139 |
– |
– |
| (1) | The
options were granted under the 2020 Omnibus Incentive Plan and vest ratably over three years
commencing on June 30, 2021, subject to continued service. |
| (2) | Amounts
reflect shares of our common stock issued in connection with the redemption of the named
executive officer’s common units in Star Parent, L.P. issued in connection with the
LTIP. Subject to the named executive officer’s continued service through the applicable
vesting date, the shares vest ratably over a three year period on each of the first three
anniversaries of the grant date of March 12, 2019. Pursuant to Dr. Daffron’s Advisory
and Transition Agreement, such shares remain outstanding and continue to vest until March
31, 2022. |
| (3) | The
market value was determined using $20.49, the closing market price as of December 31, 2021. |
| (4) | With
respect to restricted stock awards granted on March 10, 2021, the awards vest over three
years, subject to (i) our achievement of Adjusted EBITDA of $803.0 million for the period
of January 1, 2021 to December 31, 2021 (Adjusted EBITDA, as adjusted for purposes of the
awards, of $846.0 million was achieved for this period), and (ii) the continued service of
the award holder. |
|
| |
54 |
Stock
Vested
The following table sets forth information concerning profits interests
(on an aggregated basis) that vested during the fiscal year ended December 31, 2021 for each of the named executive officers.
|
COMMON UNITS |
NAME |
NUMBER
OF SHARES AVAILABLE TO
BE ACQUIRED ON VESTING (#) |
VALUE
AVAILABLE TO BE REALIZED
ON VESTING($) |
Anthony
M. Jabbour
Chief Executive Officer |
1,342,909 |
27,516,205
|
Bryan
T. Hipsher
Chief Financial Officer |
167,864 |
3,439,533 |
Joe
A. Reinhardt III
Chief Legal Officer |
134,280 |
2,751,397
|
Stephen
C. Daffron
President (until May 27, 2021) |
1,007,182 |
20,637,159
|
Employment Agreements and Other Arrangements
We are party to employment agreements with each of our named
executive officers. The material terms of these agreements are summarized below. Additional information regarding post termination benefits
provided under these employment agreements and other agreements can be found under “—Potential Payments Upon Termination or
Change in Control” below.
Anthony M. Jabbour
We entered into a three-year employment agreement with Mr.
Jabbour, effective February 8, 2019, to serve as our Chief Executive Officer, with a provision for automatic annual extensions beginning
on February 8, 2020 and continuing thereafter unless either party provides timely notice that the term should not be extended. The employment
agreement provides that we will pay Mr. Jabbour a base salary of no less than $250,000 per year, and that Mr. Jabbour is eligible for
an annual incentive bonus opportunity under the Annual Incentive Plan, with amounts payable depending on performance relative to targeted
results. Mr. Jabbour’s target bonus is set at 200% of his base salary, with a maximum of up to 600% of his base salary. Mr. Jabbour’s
employment agreement also provides that, in the event we are sold during the employment term and/or outperform our financial projections
in any calendar year, Mr. Jabbour is eligible to receive a discretionary bonus in an amount determined by the compensation committee.
Mr. Jabbour is entitled to the benefits we provide to our other employees generally.
In addition, Mr. Jabbour’s employment agreement provides
that he is eligible to participate in our Cost Savings Achievement Plan, our equity incentive plan and any future equity incentive plans.
Mr. Jabbour’s profit interest awards and Cost Savings Achievement Plan allocation are described above.
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Mr. Jabbour’s employment
agreement also provides that, if any payments or benefits to be paid to Mr. Jabbour pursuant to the terms of the employment agreement
would be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Jabbour may elect for such payments to be reduced so
that no such excise tax will be imposed; and that if Mr. Jabbour does not elect to have such payments so reduced, Mr. Jabbour is responsible
for payment of any excise tax resulting from such payments and shall not be entitled to a gross up payment under his employment agreement.
Mr. Jabbour’s employment agreement
contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth
under “—Potential Payments Upon Termination or Change in Control” below.
Bryan
T. Hipsher
We entered into a three-year
employment agreement with Mr. Hipsher, effective February 8, 2019, to serve as our Chief Financial Officer, with a provision for automatic
annual extensions beginning on February 8, 2021 and continuing thereafter unless either party provides timely notice that the term should
not be extended. Under the terms of the agreement, Mr. Hipsher’s minimum annual base salary is $425,000 and Mr. Hipsher is eligible
for an annual incentive bonus opportunity under the Annual Incentive Plan, with amounts payable depending on performance relative to
targeted results. Mr. Hipsher’s target bonus is set at 100% of his base salary, with a maximum of up to 200% of his base salary.
Mr. Hipsher is entitled to the benefits we provide to our other employees generally.
In addition,
Mr. Hipsher’s employment agreement provides that he is eligible to participate in our equity incentive plan, any future equity
incentive plans and any future synergy plans. Mr. Hipsher’s profit interests awards and Cost Savings Achievement Plan allocation
are described above.
Mr. Hipsher’s employment
agreement also provides that, if any payments or benefits to be paid to Mr. Hipsher pursuant to the terms of the employment agreement
would be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Hipsher may elect for such payments to be reduced so
that no such excise tax will be imposed; and that if Mr. Hipsher does not elect to have such payments so reduced, Mr. Hipsher is responsible
for payment of any excise tax resulting from such payments and shall not be entitled to a gross up payment under his employment agreement.
Mr. Hipsher’s employment agreement
contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth
under “—Potential Payments Upon Termination or Change in Control” below.
Joe
A. Reinhardt III
We entered into a three-year
employment agreement with Mr. Reinhardt, effective February 8, 2019, to serve as our Chief Legal Officer, with a provision for automatic
annual extensions beginning on February 8, 2021 and continuing thereafter unless either party provides timely notice that the term should
not be extended. Under the terms of the agreement, Mr. Reinhardt’s minimum annual base salary is $500,000 and Mr. Reinhardt is
eligible for an annual incentive bonus opportunity under the Annual Incentive Plan, with amounts payable depending on performance relative
to targeted results. Mr. Reinhardt’s target bonus is set at 100% of his base salary, with a maximum of up to 200% of his base salary.
Mr. Reinhardt is entitled to the benefits we provide to our other employees generally.
|
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56 |
In addition,
Mr. Reinhardt’s employment agreement provides that he is eligible to participate in our equity incentive plan, any future equity
incentive plans and any future synergy plans. Mr. Reinhardt’s profit interests awards and Cost Savings Achievement Plan allocation
are described above.
Mr. Reinhardt’s employment
agreement also provides that, if any payments or benefits to be paid to Mr. Reinhardt pursuant to the terms of the employment agreement
would be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Reinhardt may elect for such payments to be reduced
so that no such excise tax will be imposed; and that if Mr. Reinhardt does not elect to have such payments so reduced, Mr. Reinhardt
is responsible for payment of any excise tax resulting from such payments and shall not be entitled to a gross up payment under his employment
agreement.
Mr.
Reinhardt’s employment agreement contains provisions related to the payment of benefits upon certain termination events. The details
of these provisions are set forth under “—Potential Payments Upon Termination or Change in Control” below.
Stephen
C. Daffron
We entered into a three-year
employment agreement with Dr. Daffron, effective November 19, 2018, to serve as our President, with a provision for automatic annual
extensions beginning on February 8, 2021 and continuing thereafter unless either party provides timely notice that the term should
not be extended. Under the terms of the agreement, Dr. Daffron’s minimum annual base salary is $650,000 per year and
Dr. Daffron is eligible for an annual incentive bonus opportunity under the Annual Incentive Plan, with amounts payable depending on
performance relative to targeted results. Dr. Daffron’s target bonus is set at 150% of his base salary, with a maximum of up
to 300% of his base salary. Dr. Daffron is entitled to the benefits we provide to our other employees generally.
In
addition, Dr. Daffron’s employment agreement provides that he is eligible to participate in any future equity incentive plans and
any future synergy plans. Dr. Daffron’s profit interests awards and Cost Savings Achievement Plan allocation are described above.
Dr. Daffron’s employment
agreement also provides that, if any payments or benefits to be paid to Dr. Daffron pursuant to the terms of the employment agreement
would be subject to the excise tax imposed by Section 4999 of the Code, then Dr. Daffron may elect for such payments to be reduced so
that no such excise tax will be imposed; and that if Dr. Daffron does not elect to have such payments so reduced, Dr. Daffron is responsible
for payment of any excise tax resulting from such payments and shall not be entitled to a gross up payment under his employment agreement.
Dr. Daffron’s employment
agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are
set forth under “—Potential Payments Upon Termination or Change in Control” below.
On May 27, 2021, the Company
entered into an Advisory and Transition Agreement pursuant to which Dr. Daffron transitioned to a non-executive consulting employee Senior
Advisor to the Company. In Dr. Daffron’s role as Senior Advisor, he was expected to assist in the transition of his duties, advise
on various strategic matters, attend meetings, if requested by the Chief Executive Officer, and provide such other services as may have
been reasonably requested. Pursuant to the Advisory and Transition Agreement, Dr. Daffron’s salary was reduced to $0, his employment
agreement was terminated pursuant to the good reason provisions thereunder, and Dr. Daffron
57 |
| |
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was entitled to receive the
following benefits, consistent with the terms of his employment agreement: (i) any base salary earned but unpaid through May 27, 2021,
(ii) any amounts owed to him for reimbursement of expenses of properly incurred by him prior to May 27, 2021 and which are reimbursable
pursuant to our policies. Further pursuant to the Advisory and Transition Agreement, restricted shares of our common stock that relate
to the redemption of Dr. Daffron’s common units under the LTIP remained outstanding and continued to vest until March 31, 2022.
All outstanding compensation arrangements, including any outstanding unvested equity awards, with Dr. Daffron terminated upon the expiration
of the Advisory and Transition Agreement on March 31, 2022.
Further information regarding
this agreement is set forth in the “Potential Payments Upon Termination or Change in Control” section.
Potential Payments
Upon Termination or Change in Control
In this section, we discuss
the nature and estimated value of payments and benefits we would provide to our named executive officers in the event of termination
of employment (including in connection with a change in control). The amounts described in this section reflect amounts that would have
been payable under (i) our plans, and (ii) where applicable with respect to the named executive officers, their employment agreements
if their employment had terminated on December 31, 2021.
For
the named executive officers other than Dr. Daffron, the types of termination situations include a voluntary termination by the
executive, with or without good reason, a termination by us either for cause or not for cause and termination in the event of
disability or death. Our named executive officers are not parties to any arrangement pursuant to which they receive cash payments or other
benefits upon a change in control, except with respect to the acceleration of equity awards described under “—Estimated
Equity Payments Upon Termination of Employment or Change in Control” below. The actual payments and benefits that would be
provided upon a termination of employment would be based on the named executive officers’ compensation and benefit levels at
the time of the termination of employment and the value of accelerated vesting of equity awards would be dependent on the value of
our common stock on the date of termination.
For each type of employment termination,
the named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions
under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the
value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named
executive officer and that are generally available to all salaried employees.
Potential Payments
under 2020 Omnibus Incentive Plan
In addition to the post
termination rights and obligations set forth in the employment and award agreements and other agreements, our 2020 Omnibus Incentive
Plan provides for the potential acceleration of vesting and/or payment of equity awards in connection with a change in control. Under
our 2020 Omnibus Incentive Plan, except as otherwise provided in a participant’s award agreement, upon the occurrence of a change
in control (as defined therein), unless otherwise
|
| |
58 |
specifically prohibited
under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges:
Options
and Stock Appreciation Rights (SARs): (i) If we are the surviving entity or the surviving entity assumes or issues substitute awards
for the outstanding options and SARs granted under the 2020 Omnibus Incentive Plan, such outstanding options and SARs will continue to
be governed by their respective terms. If a participant is terminated without Cause or resigns for Good Reason (each as defined in the
2020 Omnibus Incentive Plan) within two years following the change in control, then such participant’s unvested options and/or
SARs will become fully vested and remain exercisable until the first to occur of three months following the date of such termination
(or such later date as is set forth in the applicable award agreement) and the original expiration date. (ii) If we are not the surviving
entity and the surviving entity neither assumes nor issues substitute awards for outstanding options and SARs granted under the 2020
Omnibus Incentive Plan, each option and SAR will become fully vested and cancelled in exchange for a cash payment equal to (i) the excess
of the fair market value of the shares subject to the award immediately prior to the change in control over the exercise or base price
per share, multiplied by (ii) the number of shares subject to the award.
Awards
Not Subject to Performance-Based Vesting: (i) If we are the surviving entity or the surviving entity assumes or issues substitute
awards for outstanding awards granted under the 2020 Omnibus Incentive Plan that are not subject to performance-based vesting (other
than options or SARs), such outstanding awards will continue to be governed by their respective terms. If a participant is terminated
without Cause or resigns for Good Reason (each as defined in the 2020 Omnibus Incentive Plan) within two years following the change in
control, then such participant’s unvested awards will become fully vested. (ii) If we are not the surviving entity and the surviving
entity neither assumes nor issues substitute awards for outstanding awards granted under the 2020 Omnibus Incentive Plan that are not
subject to performance-based vesting (other than options or SARs), each award will become fully vested and cancelled in exchange for
a cash payment equal to the fair market value of the shares subject to the award immediately prior to the change in control multiplied
by the number of such shares.
Awards
Subject to Performance Based Vesting: Each award with performance-based vesting conditions under the 2020 Omnibus Incentive Plan,
including performance-based restricted stock awards granted in 2021, will be converted into a time-based vesting award at target (if
applicable), without proration, and will continue to vest as though such award had originally been granted subject to time-based vesting
with a restricted period equal in length to the performance period of such award, subject to accelerated vesting upon a termination without
Cause or resignation for Good Reason as described above.
Potential Payments
under the Long-Term Incentive Plan for Executive Employees
In addition to the post termination
rights and obligations set forth in the employment and award agreements and other agreements, including our 2020 Omnibus Incentive Plan,
our LTIP provides for potential vesting and/or payment of awards in connection with a change in control. Upon a “change in control”
(as defined in the LTIP), the profits interests granted will accelerate and fully vest, subject to the named executive officer’s
continued employment with us or our subsidiaries
59 |
| |
|
through
the change in control. Upon our IPO, the profits interests remained outstanding and, subject to continued vesting in accordance with
the terms of the applicable award agreement, entitled the holders thereof to a number of shares of our common stock held by Star Parent.
In March 2021, following the second
anniversary of the grant date of our named executive officers’ profits interest awards and in accordance with the terms of Star
Parent’s partnership agreement, our named executive officers profits interests were redeemed and each named executive officer received
a number of shares of our common stock equal to the number of profits interests to which such shares related. At the time of the redemption,
two-thirds of each executive’s profits interest award were vested and the executive received unrestricted shares with respect to
such vested profits interests. The remaining one-third of the shares received by each executive in connection with the redemption remained
subject to the vesting and other terms and conditions of their profits interest award.
Potential Payments
under Employment Agreements and other Arrangements
As discussed above, we have
entered into employment agreements with each of our named executive officers. The agreements contain provisions for the payment of severance
benefits following certain termination events. Below is a summary of the payments and benefits that the named executive officers would
receive in connection with various employment termination scenarios.
Termination
without Cause or by the Executive for Good Reason
Under the terms of each
employment agreement, if the executive’s employment is terminated by us for any reason other than for cause (as defined in the
applicable employment agreement) and not due to death or disability, or by the executive for good reason (as defined in the applicable
employment agreement), subject to the executive’s execution of a valid and effective release of claims in favor of the Company
if requested by us, then the executive is entitled to receive:
| · | Any
accrued obligations, which includes any earned but unpaid base salary and unpaid annual bonus
payments relating to the prior year and any unpaid expense reimbursements; |
| · | A
prorated annual bonus based on the actual incentive the named executive officer would have
earned for the year of termination; |
| · | A
lump sum payment equal to a percentage (250% in the case of Mr. Jabbour and 200% in the case
of Mr. Hipsher and Mr. Reinhardt, of the sum of the executive’s (a) annual base salary
and (b) the target bonus opportunity in the year in which the termination of employment
occurs; |
| · | Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) coverage (so long as
the executive pays the premiums) for a period of eighteen months (three years in the case
of Mr. Jabbour) or, if earlier, until eligible for comparable benefits from another employer,
plus a lump sum cash payment equal to the sum of eighteen monthly COBRA premium payments
(36 monthly COBRA premium payments in the case of Mr. Jabbour); |
| · | In
the case of Mr. Jabbour, the right to convert any life insurance provided by us into an individual
policy, plus a lump sum cash payment equal to 36 months of premiums; and |
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| |
60 |
| · | In
the case of Mr. Jabbour, all stock option, restricted stock, and other equity-based incentive
awards granted by us that were outstanding but not vested as of the date of termination shall
become immediately vested and/or payable, as the case may be, unless vesting of the equity
incentive awards is based upon satisfaction of performance criteria, in which case they will
vest pursuant to their express terms. |
Termination
Due to Death or Disability
Per the employment agreements, if the executive’s employment
terminates due to death or disability, we will pay him, or his estate:
| · | Any
accrued obligations; |
| · | A
prorated annual bonus based on the fraction of the year the executive was employed; and |
| · | In
the case of Messrs. Jabbour, Hipsher and Reinhardt, all stock option, restricted stock and
other equity-based incentive awards granted by us that were outstanding, but not vested as
of the date of termination, shall become immediately vested and/or payable, as the case may
be, unless, in the case of Mr. Jabbour, vesting of the equity incentive awards is based upon
satisfaction of performance criteria, in which case they will vest pursuant to their express
terms. |
Termination
for Cause or by the Executive without Good Reason
If the executive’s employment
is terminated by us for cause or by the executive without good reason our only obligation is the payment of any accrued obligations.
Estimated Cash
Severance Payments Upon Termination of Employment
Our estimate of the cash severance amounts that would be
provided to the named executive officers assumes that their employment terminated on December 31, 2021.
The table below includes the cash severance payment amounts that would
have been payable to each our named executive officer in the event of a termination of employment by us not for cause or a termination
by the executive for good reason pursuant to their employment agreements. Upon a termination of the executives’ employment due to
death or disability, the executives would receive any accrued obligations.
REASON
FOR TERMINATION PAYMENT |
JABBOUR |
HIPSHER |
REINHARDT |
Termination
by Company Without Cause (Including upon a Change in Control) |
$2,450,442 |
$2,537,548 |
$2,537,548 |
Termination
by Employee for Good Reason (Including upon a Change in Control) |
$2,450,442 |
$2,537,548 |
$2,537,548 |
Death |
$500,000 |
$500,000 |
$500,000 |
Disability |
$500,000 |
$500,000 |
$500,000 |
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Estimated Equity
Payments Upon Termination of Employment or Change in Control
As disclosed in the Outstanding
Equity Awards at Fiscal Year End table, each named executive officer had outstanding vested and unvested options and shares of restricted
stock as of December 31, 2021.
The
table below includes the estimated values of option awards and restricted shares held by the named executive officers that would
vest upon (i) a change of control (as defined in the LTIP or the 2020 Omnibus Incentive Plan, respectively), or (ii) termination of
their employment due to death or disability (or in the case of Mr. Jabbour, termination by the company without cause or by Mr.
Jabbour for good reason). Amounts were calculated by multiplying (i) the number of unvested outstanding option awards by the
excess of the exercise price of the option over the closing market price of $20.49 as of December 31, 2021, and (ii) the number of
unvested shares of our common stock by the closing market price of $20.49 as of December 31, 2021. Our estimate of the value of
option awards and restricted stock awards that would vest assumes that a change of control or, as applicable, a termination of
employment occurred on December 31, 2021.
ESTIMATED
VALUE OF EQUITY AWARDS THAT WOULD VEST |
JABBOUR |
HIPSHER |
REINHARDT |
Termination
by Company Without Cause |
$34,963,747 |
– |
– |
Termination
by Employee for Good Reason |
$34,963,747 |
– |
– |
Death |
$34,963,747 |
$5,534,144 |
$4,846,028 |
Disability |
$34,963,747 |
$5,534,144 |
$4,846,028 |
Change
in Control |
$34,963,747 |
$5,534,144 |
$4,846,028 |
Potential Payments
under the Advisory and Transition Agreement with Dr. Daffron
On May 27, 2021, the Company
entered into an Advisory and Transition Agreement pursuant to which Dr. Daffron transitioned to a non-executive consulting employee under
the title of Senior Advisor, his salary was reduced to $0 and his employment agreement was terminated pursuant to the good reason provisions
thereunder. Pursuant to the Advisory and Transition Agreement, Dr. Daffron is entitled to receive the following benefits, consistent
with the terms of his employment agreement: (i) any base salary earned but unpaid through May 27, 2021, and (ii) any amounts owed to
him for reimbursement of expenses of properly incurred by him prior to May 27, 2021 and which are reimbursable pursuant to our policies.
Further pursuant to the Advisory and Transition Agreement, restricted shares of our common stock that relate to the redemption of Dr.
Daffron’s common units under the LTIP remained outstanding and continued to vest until March 31, 2022.
Compensation Committee
Interlocks and Insider Participation
During fiscal year 2021, the compensation
committee was composed of Richard N. Massey (Chair), Thomas M. Hagerty and James A. Quella. No member of the compensation committee was
an officer or employee of the Company or any of its subsidiaries during fiscal year 2021. Mr. Quella was not a
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party to any disclosable related
party transaction involving the Company in 2021. Transactions with the Company in which Mr. Massey or Mr. Hagerty may have had an indirect
interest are disclosed below under “Certain Relationships and Related Person Transactions.” During fiscal year 2021, none
of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity that has
or had executive officers serving as a member of the Board of Directors or Compensation Committee of the Company.
Discussion of
Our Compensation Policies and Practices as They Relate to Risk Management
We
reviewed our compensation policies and practices for all employees including our named executive officers, and determined that our
compensation programs are not reasonably likely to have a material adverse effect on our company. In conducting the analysis, we
reviewed the structure of our executive, non-officer, sales and performance-based restricted stock incentive programs and the
internal controls and risk mitigation processes that are in place for each program. We also reviewed data compiled across our North
America, International and Corporate operations relative to Adjusted Revenues, Adjusted EBITDA, compensation expense and incentive
program expenses (including as a percentage of Adjusted Revenues).
We believe
that several design features of our executive compensation program mitigate risk. We set base salaries at levels that provide our employees
with assured cash compensation that is appropriate to their job duties and level of responsibility and that, when taken together with
incentive awards, motivate them to perform at a high level without encouraging inappropriate risk taking to achieve a reasonable level
of secure compensation.
With respect to our executives’
incentive opportunities, we believe that our use of measurable corporate financial performance goals, multiple performance levels and
minimum, target and maximum achievable payouts, together with the compensation committee’s discretion to reduce awards, serve to
mitigate excessive risk taking. The risk of overstatement of financial figures to which incentives are tied is mitigated by our compensation
committee’s review and approval of the awards and internal and external review of our financial results. We also believe that our
use multi-year vesting schedules in our long-term incentive awards, as well as our executive stock ownership guidelines that strongly
promote long-term stock ownership, encourage recipients to deliver incremental value to our shareholders and aligns their interests with
our sustainable long-term performance, thereby mitigating risk.
2021 CEO Pay Ratio
As required by the Dodd-Frank
Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about
the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2021 (our CEO pay
ratio). Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation
S-K. Given the rule’s flexibility, the method we used to determine the median employee may be different from our peers, so the
ratios may not be comparable.
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Methodology
for Determining Our Median Employee.
For purposes of the CEO pay ratio disclosure, we are required to identify
a median employee based on our worldwide workforce, without regard to their location, compensation arrangements, or employment status
(full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the median of the
compensation of our employee population (other than our CEO). The following outlines the methodology, material assumptions, and estimates
used to determine the median employee for 2021:
Employee Population: We determined that, as of December
31, 2021, the date we selected to identify the median employee, our employee population consisted of approximately 6,300 individuals
working for the Company.
Compensation Measure Used to Identify the Median Employee:
Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements
of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than
using annual total compensation, we selected annualized base salary and target cash incentive / commission compensation for 2021 as the
compensation measure.
We did not make any cost-of-living adjustments in identifying the
median employee.
The ratio of the annual total compensation of our CEO to the
median of the annual total compensation of all employees for 2021 was 102 to 1. This ratio was based on the following:
| · | The annual total compensation
of our CEO for 2021, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $9,376,618. |
| · | The median of the annual total compensation of all employees (other than
our CEO), determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $92,238. |
Director Compensation
Directors who are our salaried employees receive no additional
compensation for services as a director or as a member of a committee of our board of directors. In 2021, all directors other than Mr.
Foley and Mr. Jabbour received an annual cash retainer of $75,000, payable quarterly. Our audit committee chairman received an additional
annual retainer (payable in quarterly installments) of $100,000. We do not pay meeting fees to our directors.
In March 2021, our non-employee directors other than Mr. Foley
received a restricted stock award with a grant date fair value of $125,000. Mr. Foley received a restricted stock award with a grant
date fair value of $600,000 in recognition of his leadership and active participation in the development and execution of our
strategic vision. The restricted stock awards vest on the first anniversary of the date of grant, subject to continued service. In
February 2022, our board appointed Mr. Foley to serve as Executive Chairman in light of the critical role he plays in the formation
and execution of our long-term strategic vision. No changes have been made to Mr. Foley’s annual director compensation in
connection with his transition to the role of Executive Chairman.
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We
also reimburse each of our directors for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee
meetings, as well as with any director education programs they attend relating to their service on our board of directors.
The following table sets forth information concerning the
compensation of our directors for the fiscal year ending December 31, 2021.
NAME |
FEES
EARNED OR
PAID IN CASH ($)(1) |
STOCK
AWARDS
($)(2) |
TOTAL
($) |
William
P. Foley, II |
400,000 |
600,015 |
1,000,015 |
Ellen
R. Alemany |
31,998 |
125,004 |
157,002 |
Douglas
K. Ammerman |
175,000 |
125,017 |
300,017 |
Chinh
E. Chu |
75,000 |
125,017 |
200,017 |
Thomas
M. Hagerty |
75,000 |
125,017 |
200,017 |
Keith
J. Jackson |
75,000 |
125,017 |
200,017 |
Richard
N. Massey |
75,000 |
125,017 |
200,017 |
James
A. Quella |
75,000 |
125,017 |
200,017 |
Ganesh
B. Rao |
75,000 |
125,017 |
200,017 |
(1) | Amounts
include the cash portion of annual board and committee retainers earned for service as a
director in 2021. The amount for Ellen Alemany was pro-rated based on her July 28, 2021 start
date. |
(2) | Amounts
shown for all directors represent the grant date fair value of the restricted stock awards
granted during 2022. All amounts are computed in accordance with ASC Topic 718. The awards
vest in full one year from date of grant. These awards, with the exception of Ms. Alemany,
were issued on March 10, 2022 and have a per share grant date fair value of $22.01. Ms. Alemany’s
award was issued on August 4, 2021 and has a per share grant date fair value of $18.92. As
of December 31, 2021, the number of restricted stock awards outstanding for each director
were as follows: Mr. Foley 27.261; Ms. Alemany 6,607; Mr. Ammerman 5,680; Mr. Chu 5,680;
Hagerty 5,680; Mr. Jackson 5,680; Mr. Massey 5,680; Mr. Quella 5,680; and Mr. Rao 5,680. |
Proposal No. 2: Advisory Vote on Executive Compensation
In accordance with Section 14A of the Securities Exchange
Act of 1934, as amended (the Exchange Act) and Rule 14a 21(a) promulgated thereunder, we are asking our shareholders to approve,
in a non-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item
402 of Regulation S-K.
Our compensation committee believes it is important to
reward our executives for strong performance and to structure our executive compensation programs in a manner designed to drive
continued execution of our strategic objectives, with a particular focus on long- term results, growth and profitability, as well as
execution of the cost savings objectives set by the Investor Consortium following the Take-Private Transaction. At the same time,
our compensation committee believes it is important to disincentivize our executives from taking unnecessary risks. We believe that
our compensation programs promote our success and lead to better financial results, which, in turn, result in better returns for our
shareholders.
As described in detail in our “Compensation Discussion
and Analysis,” our Company takes a proactive approach to compensation governance. The compensation committee regularly reviews our
compensation programs and makes adjustments that it believes are in the best interests of
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the
Company and our investors. As part of this process, our compensation committee reviews compensation trends and considers current best
practices, and makes changes in our compensation programs when the committee deems it appropriate, all with the goal of continually improving
our approach to executive compensation. We are also committed to hearing and responding to the views of our shareholders.
We ask our shareholders to vote on the following resolution at the
annual meeting:
“RESOLVED, that the Company’s shareholders
approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for
the 2022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including
the Compensation Discussion and Analysis and Executive and Director Compensation section of the 2022 proxy statement, the 2021 Summary
Compensation Table and the other relate tables and disclosure.”
The vote on this resolution is not intended to address any
specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy
statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. Approval of this resolution
requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. However, as
this is an advisory vote, the results will not be binding on the Company, the board or the compensation committee, and will not require
us to take any action. The final decision on the compensation of our named executive officers remains with our compensation committee
and the board, although the compensation committee and the board will consider the outcome of this vote when making compensation decisions.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS
VOTE ”FOR” THE APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
Proposal No. 3: Ratification of Independent Registered
Public Accounting Firm
General Information about KPMG LLP
Although shareholder ratification of the appointment of our independent
registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of KPMG LLP to our shareholders
for ratification as a matter of good corporate governance practice. Even
if the selection is ratified, our audit committee in its discretion
may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best
interests of the Company and our shareholders. If our shareholders do not ratify the audit committee’s selection, the audit committee
will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent
registered public accounting firm.
In choosing our independent registered public accounting
firm, our audit committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the
engagement team, the quality control procedures the firm has established, and any issue raised by
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the
most recent quality control review of the firm. The review also includes matters required to be considered under the SEC’s rules
on “Auditor Independence,” including the nature and extent of non-audit services to ensure that they will not impair the independence
of the accountants.
Representatives of KPMG LLP are expected to be present
at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond
to appropriate questions.
Principal Accountant Fees and Services
The audit committee has appointed KPMG LLP to audit the consolidated
financial statements of the Company for the 2022 fiscal year. KPMG LLP has continuously acted as the independent registered public accounting
firm for the Company commencing with the fiscal year ended December 31, 2019.
For services rendered to us during or in connection with
our years ended December 31, 2021 and 2020, we were billed the following fees by KPMG LLP:
|
2021 |
2020 |
|
(IN THOUSANDS) |
Audit Fees |
$4,435 |
$3,377 |
Audit Related Fees |
$122 |
$120 |
Tax Fees |
$282 |
$311 |
All Other Fees |
– |
– |
Audit Fees. Audit fees consisted principally of
fees for the audits, registration statements and other filings related to the Company’s 2021 and 2020 consolidated financial statements,
and audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings for out of pocket expenses
incurred.
Audit Related Fees. Audit related fees consisted
principally of fees for employee benefit plan audits, including billings for out of pocket expenses incurred.
Tax Fees. Tax fees consisted of tax consulting and
compliance services.
All Other Services. The Company did not incur any
other fees in 2021 or 2020.
Approval of Accountants’ Services
In accordance with the requirements of the Sarbanes
Oxley Act of 2002, all audit and audit-related work and all non-audit work performed by KPMG LLP is approved in advance by the audit
committee, including the proposed fees for such work. Our pre-approval policy provides that, unless a type of service to be provided
by KPMG LLP has been generally pre-approved by the audit committee, it will require specific pre-approval by the audit committee. In
addition, any proposed services exceeding pre-approved maximum fee amounts also require pre-approval by the audit
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committee.
Our pre-approval policy provides that specific pre-approval authority is delegated to our audit committee chairman, provided that the
estimated fee for the proposed service does not exceed a pre-approved maximum amount set by the committee.
Our audit committee chairman must report any pre-approval
decisions to the audit committee at its next scheduled meeting.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR”
THE RATIFICATION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR.
Security Ownership
OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding beneficial
ownership of our common stock by each shareholder who is known by the Company to beneficially own 5% or more of such class. Percentages
in the table reflect the percent of common shares held by each shareholder.
NAME |
SHARES
BENEFICIALLY OWNED (1) |
PERCENT
OF TOTAL CLASS (2) |
Cannae
Holdings, Inc.
1701 Village Center Circle, Las Vegas, NV 89134 |
88,278,041 |
20.3% |
Thomas
H. Lee Partners, LP
100 Federal Street, Boston, MA 02110 |
57,888,641 |
13.3% |
Capital
International Investors
333 South Hope Street, 55th Fl, Los Angeles, CA 90071 |
27,959,157 |
6.4% |
StepStone
Group LP
4225 Executive Square, Suite 1600 La Jolla, CA 90237 |
23,650,807 |
5.4% |
(1) | Amounts are based on information publicly filed with the SEC as of December 31, 2021 and, in the case
of Cannae and THL, on February 17, 2022. |
(2) | Applicable percentages based on 434,112,088 shares of our common stock outstanding as of April 18, 2022. |
Security Ownership of Management and Directors
The following table sets forth information regarding beneficial ownership
of our common stock by:
| · | Each of our directors and nominees for director; |
| · | Each of the named executive officers as defined in
Item 402(a)(3) of Regulation S-K promulgated by the SEC; and |
| · | All of our executive officers and directors as a group. |
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Percentages
in the following table reflect the percent of our common shares outstanding as of April 18, 2022. The mailing address of each director
and executive officer shown in the table below is c/o Dun & Bradstreet Holdings, Inc., 5335 Gate Parkway, Jacksonville, Florida 32256.
NAME |
NUMBER
OF
SHARES |
NUMBER
OF VESTED
OPTIONS(1) |
TOTAL |
PERCENT
OF
SHARES(2) |
Ellen
R. Alemany |
16,147 |
– |
16,147 |
* |
Douglas
K. Ammerman |
29,352 |
– |
29,352 |
* |
Chinh
E. Chu(3) |
11,166,816 |
2,080,000 |
13,246,816 |
3.1% |
William
P. Foley, II(4) |
14,001,644 |
2,080,000 |
16,081,644 |
3.7% |
Thomas
M. Hagerty(5) |
18,052 |
– |
18,052 |
* |
Brian
T. Hipsher |
848,963.88 |
66,666 |
915,629.88 |
* |
Anthony
M. Jabbour(6) |
5,723,278.15 |
306,666 |
6,029,944.12 |
1.5% |
Keith
J. Jackson |
18,052 |
– |
18,052 |
* |
Richard
N. Massey(7) |
1,639,490 |
– |
1,639,490 |
* |
James
A. Quella |
1,092,141 |
– |
1,092,141 |
* |
Ganesh
B. Rao(5) |
18,052 |
– |
18,052 |
* |
Joe
A. Reinhardt III |
683,272.48 |
58,333 |
741,605.48 |
* |
Kevin
Coop |
1,005,541 |
66,666 |
1,072,207 |
* |
Neeraj
Sahai |
828,927 |
61,666 |
890,593 |
* |
All
directors and officers |
37,080,081 |
4,719,997 |
41,800,078 |
9.6% |
*Represents less than 1% of our common stock.
| (1) | Includes options vesting within 60 days of the record date. |
| (2) | Applicable percentages based on 434,112,088 shares of our common stock outstanding
as of April 18, 2022 plus vested options held by the individual. |
| (3) | Includes 11,130,403 shares held by CC Star Holdings, LP of which Mr. Chu may be deemed the beneficial
owner. |
| (4) | Includes 10,609,644 shares held by Bilcar, LLC. |
| (5) | Does not include 57,867,617 shares held by Messrs. Hagerty and Rao for the benefit of funds affiliated
with Thomas H. Lee Partners, L.P. |
| (6) | Includes 492,408 shares held by the Anthony M. Jabbour Living Trust, 4,228,726 shares
held by the Anthony M. Jabbour 2019 Dynasty Trust, and 80,900 shares held by the Anthony M. Jabbour 2021 Grantor Retained Annuity Trust. |
| (7) | Includes 1,339,608 shares held by Star Parent 2019-1, LLC of which Mr. Massey may be deemed the beneficial
owner. |
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Securities
Authorized for Issuance under Equity Compensation Plans
The following table provides information as of December 31,
2021 about our common stock which may be issued under our equity compensation plans:
PLAN
CATEGORY |
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 |
6,595,879 |
$22.00 |
30,645,817 |
Equity
compensation plans not approved by security holders |
– |
– |
– |
Total |
6,595,879 |
$22.00 |
30,645,817 |
| (1) | Consists of options to purchase 6,380,000 shares of our common stock and restricted
stock units with respect to 215,879 shares of our common stock. This amount does not include 2,541,960 outstanding shares of restricted
common stock. |
| (2) | Does not reflect the restricted stock units included in column (a) because these awards have no exercise
price. |
| (3) | In addition to being available for future issuance upon exercise of options and stock
appreciation rights, under the 2020 Omnibus Incentive Plan, shares of our common stock may be issued in connection with awards of restricted
stock, restricted stock units, performance shares, performance units or other equity-based awards. |
Certain Relationships
AND RELATED PERSON TRANSACTIONS
Certain of our directors and executive officers have
relationships with the Investor Consortium. Our Executive Chairman, William P. Foley, II, also serves as non-executive Chairman of
Cannae and formerly served as non-executive Chairman of Black Knight until June 16, 2021. Anthony M. Jabbour, our Chief Executive
Officer and a director, also serves as Chief Executive Officer and a director of Black Knight, although Black Knight has announced
that Mr. Jabbour will transition to the role of its Executive Chairman and cease to serve as Black Knight’s Chief Executive
Officer and will transition to Executive Chairman of Black Knight effective as of May 16, 2022. Mr. Jabbour is a member of the board
of directors of Paysafe Ltd. (Paysafe). Dr. Stephen C. Daffron, who served as our President until May 27, 2021 and served as
Senior Advisor to the Company until March 31, 2022, is a co-founder and an Industry Partner of Motive Partners, which invested in
Star Parent in connection with the Take-Private Transaction. Richard N. Massey, a member of our board of directors, serves as Chief
Executive Officer and a director of Cannae. Messrs. Foley and Massey also serve as Senior Managing Directors of and hold equity
interests in, and Mr. Foley is the managing member of Trasimene Capital Management, LLC (Trasimene). Certain other key
employees have dual responsibilities among the Investor Consortium.
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Agreements
Related to the Initial Public Offering
Registration Rights Agreement
In connection with the IPO and the concurrent private placement,
we entered into a registration rights agreement with the Investor Consortium (the Registration Rights Agreement). This agreement
provides these holders (and their permitted transferees) with the right to require us, at our expense, to register shares of our common
stock that they hold. The agreement also provides that we will pay certain expenses of these electing holders relating to such registrations
and indemnify them against certain liabilities that may arise under the Securities Act.
Letter Agreement Regarding Voting
In connection with the IPO, the Investment
Consortium, including Bilcar, LLC, Black Knight, Cannae, CC Capital and THL, entered into a letter agreement. Pursuant to the letter agreement,
the parties thereto agreed for a period of three years to vote all of their respective shares in all matters related to the election of
directors, including to elect five individuals to our board of directors: Messrs.
Foley, Chu, Massey, Hagerty and Rao.
Other Transactions
On January 1, 2020, we entered into a services agreement
with Trasimene, pursuant to which Trasimene may provide us and our subsidiaries with ongoing assistance in connection with
evaluating, negotiating, documenting and closing various merger, acquisition, divesture, debt and equity financing and strategic
corporate transactions. In the case of a merger, acquisition or divestiture, the transaction fee will be equal to 1.0% of the
transaction value. In the case of a debt or equity financing, the transaction fee will be an amount mutually agreed upon between us
and Trasimene. In consideration for such services, we have agreed to pay Trasimene an annual fee of $120,000, which will be credited
against any transaction fee earned by Trasimene under the services agreement, plus reimbursement of reasonable expenses. The initial
term of the services agreement expires on January 1, 2023 and will automatically renew for additional one-year terms thereafter
unless terminated by either party. Pursuant to mutual agreement between Trasimene and us, we did not make any payments and incurred
no costs under the Trasimene services agreement in 2021.
In November 2020, we entered into a consulting service agreement with
Black Knight. The agreement is cancellable upon mutual agreement. Pursuant to the agreement, Black Knight provides our company consulting
services, in exchange for fees in an amount equal to Black Knight’s cost plus 10 percent markup. We recorded $0.1 million consulting
fees to Black Knight for the year ended December 31, 2021.
In June 2021, we entered into a five-year agreement with Black
Knight. Pursuant to the agreement, we will receive total data license fees of approximately $24 million over a five-year period. Also
over the five-year period, Black Knight is engaged to provide certain products and data, as well as professional services for an aggregate
fee of approximately $34 million. In addition, we and Black Knight will jointly market certain solutions and data. The agreement was approved
by our audit committee. We recognized $4.5 million of revenue for the year ended December 31, 2021 and operating expenses of $1.9 million
for the year ended December 31, 2021. As of December 31,
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2021,
we included a receivable from Black Knight of $0.2 million within “Accounts receivable” and a liability to Black Knight of
$3.4 million, of which $0.9 million was within “Other accrued and current liabilities” and $2.5 million was within “Other
non-current liabilities.”
In September 2021, we entered into a 10-year agreement with
Paysafe. Pursuant to the agreement, we will provide data license and risk management solution services to Paysafe. The agreement is cancellable
by either party without penalty at each annual anniversary of the contract effective date by providing written notice not less than 90
days prior to the anniversary date. The agreement was approved by our audit committee. In connection with the agreements associated with
Paysafe, we recognized revenue of $4.5 million for the year ended December 31, 2021, and operating expenses of $1.2 million for the year
ended December 31, 2021. As of December 31, 2021, we included a receivable from Paysafe of $4.1 million within “Accounts receivable”
and a liability to Paysafe of $1.2 million within “Other accrued and current liabilities.”
Audit Committee Approval
Our audit committee has reviewed and
approved each of the transactions described above in accordance with the terms of our codes of ethics related to the approval of related
party transactions.
Review, Approval or Ratification of Transactions with
Related Persons
Pursuant to our codes of ethics, a “conflict of interest”
occurs when an individual’s personal or family interests interfere – or appear to interfere – with our interests and/or
our ability to make sound business decisions on behalf of the company, and can arise when a director, officer or employee takes actions
or has interests that may make it difficult to perform his or her work objectively and effectively. Anything that would present a conflict
for a director, officer or employee would also likely present a conflict if it is related to a member of his or her family. Our code of
ethics states that clear conflict of interest situations involving directors, executive officers and other employees who occupy supervisory
positions or who have discretionary authority in dealing with any third party specified below may include the following:
| · | Any significant ownership interest in any supplier or customer; |
| · | Any consulting or employment relationship with any client, supplier or
competitor; and |
| · | Selling anything to us or buying anything from us,
except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell. |
It is our policy to review all relationships and transactions
in which we and our directors or executive officers (or their immediate family members) are participants in order to determine whether
the director or officer in question has or may have a direct or indirect material interest. Our Chief Compliance Officer, together with
our legal staff, is primarily responsible for developing and implementing procedures to obtain the necessary information from our directors
and officers regarding transactions to/from related persons. Any material transaction or relationship that could reasonably be expected
to give rise to a conflict of interest must be discussed promptly with our Chief Compliance Officer. The Chief Compliance Officer, together
with our legal staff, then reviews the transaction or relationship, and considers the material terms of the transaction or relationship,
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including
the importance of the transaction or relationship to us, the nature of the related person’s interest in the transaction or relationship,
whether the transaction or relationship would likely impair the judgment of a director or executive officer to act in our best interest,
and any other factors such officer deems appropriate. After reviewing the facts and circumstances of each transaction, the Chief Compliance
Officer, with assistance from the legal staff, determines whether the director or officer in question has a direct or indirect material
interest in the transaction and whether or not to approve the transaction in question.
With respect to our Chief Executive Officer, Chief Financial Officer
and Chief Accounting Officer, our codes of ethics require that each officer must:
| · | Discuss any material transaction or relationship
that could reasonably be expected to give rise to a conflict of interest with our Chief Legal Officer or Corporate Secretary; |
| · | In the case of our Chief Financial Officer and Chief Accounting Officer,
obtain the prior written approval of our Chief Legal Officer or Corporate Secretary for all material transactions or relationships that
could reasonably be expected to give rise to a conflict of interest; and |
| · | In the case of our Chief Executive Officer, obtain the prior written approval
of the audit committee for all material transactions that could reasonably be expected to give rise to a conflict of interest. |
In the case of any material transactions
or relationships involving our Chief Financial Officer or our Chief Accounting Officer, the Chief Legal Officer or Corporate Secretary
must submit a list of any approved material transactions semiannually to the audit committee for its review.
Under SEC rules, certain transactions in which we are or will
be a participant and in which our directors, executive officers, certain shareholders and certain other related persons had or will have
a direct or indirect material interest are required to be disclosed in this related person transactions section of our proxy statement.
In addition to the procedures above, our audit committee reviews and approves or ratifies any such transactions that are required to be
disclosed. The committee makes these decisions based on its consideration of all relevant factors. The review may be before or after the
commencement of the transaction.
If a transaction is reviewed and not approved or ratified,
the committee may recommend a course of action to be taken.
Shareholder Proposals
AND NOMINATIONS
Any proposal that a shareholder wishes to be considered for
inclusion in the proxy and proxy statement relating to the Annual Meeting of Shareholders to be held in 2023 must be received by the Company
no later than December 29, 2022. Any other proposal or director nomination that a shareholder wishes to bring before the 2023 Annual Meeting
of Shareholders without inclusion of such matter in the Company’s proxy materials must also be received by the Company
73 |
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no later than December 29, 2022. All proposals must comply
with the applicable requirements or conditions established by the SEC and the Company’s bylaws, which requires, among other
things, certain information to be provided in connection with the submission of shareholder proposals. All proposals must be
directed to the Corporate Secretary of the Company at 5335 Gate Parkway, Jacksonville, Florida 32256. The persons designated as
proxies by the Company in connection with the 2023 Annual Meeting of Shareholders will have discretionary voting authority with
respect to any shareholder proposal for which the Company does not receive timely notice.
Other Matters
The Company knows of no other matters to be submitted at
the meeting. If any other matters properly come before the meeting, your proxy card confers discretionary authority on the persons named
in your proxy card to vote as they deem appropriate on such matters. It is the intention of the persons named in your proxy card to vote
the shares in accordance with their best judgment.
Available Information
The Company files Annual Reports on Form 10-K with the
SEC. A copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (except for certain exhibits thereto),
including our audited financial statements and financial statement schedules, may be obtained, free of charge, upon written request
by any shareholder to Dun & Bradstreet Holdings, Inc., 5335 Gate Parkway, Jacksonville, Florida 32256, Attention: Investor
Relations. Copies of all exhibits to the Annual Report on Form 10-K are available upon a similar request, subject to reimbursing the
Company for its expenses in supplying any exhibit.
By Order of the Board of Directors
Anthony M. Jabbour
Chief Executive Officer
Dated: April 28, 2022
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74 |
Appendix A
NON-GAAP FINANCIAL MEASURES
This proxy statement contains non-GAAP financial
measures, including Adjusted Revenues and Adjusted EBITDA. These are important financial measures for us, but are not financial
measures as defined by generally accepted accounting principles (GAAP). The presentation of this financial information is not
intended to be considered in isolation of or as a substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP.
We use these non-GAAP financial measures for financial
and operational decision making and as a means to evaluate period-to-period comparisons. We believe these measures provide useful
information about operating results, enhance the overall understanding of past financial performance and future prospects and allow
for greater transparency with respect to key metrics used by management in its financial and operational decision making, including
determining a portion of executive compensation. We also present these non-GAAP financial measures because we believe investors,
analysts and rating agencies consider them useful in measuring our ability to meet our debt service obligations. By disclosing these
non-GAAP financial measures, we believe we offer investors a greater understanding of, and an enhanced level of transparency into,
the means by which our management operates the company.
Historically our consolidated financial statements which have a
year-end of December 31, reflected results of subsidiaries outside of North America on a one-month lag with a year-end of November
30. Effective January 1, 2021, we eliminated the one-month reporting lag for our subsidiaries outside of North America and aligned
the year-end for all subsidiaries to December 31. The elimination of this reporting lag represented a change in accounting
principle, which the Company believes to be preferable as it provides investors with the most current information. This change in
accounting policy was applied retrospectively to all periods since February 8, 2019 (successor periods) after the
Take-Private Transaction. As a result, our historical financial statements for successor periods have been recast to reflect this
change in accounting policy.
These non-GAAP financial measures are not measures presented
in accordance with GAAP, and our use of these terms may vary from that of others in our industry. These non-GAAP financial measures should
not be considered as an alternative to revenues, net earnings, net earnings per share, net earnings margin or any other measures derived
in accordance with GAAP as measures of operating performance or liquidity. Reconciliations of these non-GAAP financial measures to the
most directly comparable GAAP financial measures are presented in the attached schedules.
75 |
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DUN
& BRADSTREET HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Financial
Measures (In millions) (Unaudited)
RECONCILIATION
OF REVENUES TO ADJUSTED REVENUES AND ORGANIC REVENUES |
|
YEAR
ENDED
DECEMBER 31, 2021 |
YEAR
ENDED
DECEMBER 31, 2020 |
GAAP
Revenue |
$2,165.6 |
$1,738.7 |
Revenue
adjustment due to the Bisnode acquisition close timing |
4.6 |
– |
Adjusted
revenue |
2,170.2 |
1,738.7 |
Foreign
currency impact |
3.1 |
6.2 |
Adjusted
revenue before the effect of foreign currency |
2,173.3 |
1,744.9 |
Revenue
from unbudgeted acquisitions |
(11.3) |
– |
Deferred
revenue purchase accounting adjustments |
0.2 |
21.1 |
Adjusted
revenue for internal compensation purposes |
$2,162.2 |
$1,766.0 |
|
|
|
Adjusted
revenue before the effect of foreign currency |
$2,173.3 |
$1,744.9 |
Net
revenue from acquisitions – before the effect of foreign currency |
(350.7) |
– |
Organic
revenue – before the effect of foreign currency |
$1,822.6 |
$1,744.9 |
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RECONCILIATION
OF NET INCOME (LOSS) TO ADJUSTED EBITDA |
|
YEAR
ENDED
DECEMBER 31, 2021 |
YEAR
ENDED
DECEMBER
31, 2020 |
GAAP
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. |
$
(71.7) |
$
(180.6) |
Depreciation
and amortization |
615.9 |
537.8 |
Interest
expense - net |
205.7 |
270.4 |
(Benefit)
provision for income tax - net |
23.4 |
(112.4) |
EBITDA |
773.3 |
515.2 |
Other
income (expense) - net |
(14.9) |
11.6 |
Equity
in net income of affiliates |
(2.7) |
(2.4) |
Net
income (loss) attributable to non-controlling interest |
5.8 |
4.9 |
Dividends
allocated to preferred stockholders |
– |
64.1 |
Other
incremental or reduced expenses and revenue from the application of purchase accounting |
(12.9) |
(18.8) |
Equity-based
compensation |
33.3 |
45.1 |
Restructuring
charges |
25.1 |
37.3 |
Merger
and acquisition- related operating costs |
14.1 |
14.1 |
Transition
costs |
11.6 |
31.9 |
Legal
expense associated with significant legal and regulatory matters |
12.8 |
3.9 |
Asset
impairment |
1.6 |
4.5 |
Adjusted
EBITDA |
$847.1 |
$711.4 |
Impact
of public company costs |
– |
4.9 |
Net
impact associated with unbudgeted acquisitions |
(1.3) |
– |
Deferred
revenue purchase accounting adjustment |
0.2 |
21.1 |
Adjusted
EBITDA for internal compensation purposes |
$846.0 |
$737.4 |
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|
RECONCILIATION
OF NET INCOME (LOSS) TO ADJUSTED NET INCOME |
|
YEAR
ENDED
DECEMBER
31, 2021 |
YEAR
ENDED
DECEMBER
31, 2020 |
Net
income (loss) attributable to Dun & Bradstreet Holdings, Inc. |
$
(71.7) |
$
(180.6) |
Dividends
allocated to preferred stockholders |
– |
64.1 |
Incremental
amortization of intangible assets resulting from the application of purchase accounting |
535.7 |
475.3 |
Other
incremental or reduced expenses and revenue from the application of |
(12.9) |
(18.8) |
purchase
accounting |
|
|
Equity-based
compensation |
33.3 |
45.1 |
Restructuring
charges |
25.1 |
37.3 |
Merger
and acquisition-related operating costs |
14.1 |
14.1 |
Transition
costs |
11.6 |
31.9 |
Legal
expense associated with significant legal and regulatory matters |
12.8 |
3.9 |
Change
in fair value of make-whole derivative liability |
– |
32.8 |
Asset
impairment |
1.6 |
4.5 |
Merger
and acquisition-related non-operating (gain) costs |
2.2 |
(23.5) |
Non-recurring
pension charges |
– |
0.6 |
Debt
refinancing and extinguishment costs |
43.0 |
76.6 |
Tax
impact of the CARES Act |
(0.8) |
(57.8) |
Tax
effect of the non-GAAP |
(122.9) |
(158.9) |
Adjusted
net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (a) |
$471.1 |
$346.6 |
Adjusted
diluted earnings (loss) per share of common stock |
$1.10 |
$0.94 |
Weighted
average number of shares outstanding - diluted |
429.8 |
367.3 |
(a)
Including impact of deferred revenue purchase accounting adjustments: |
|
|
Pre-tax
impact |
$
(0.2) |
$
(21.1) |
Tax
impact |
– |
5.4 |
Net
impact to adjusted net income (loss) attributable to Dun & Bradstreet Holdings, Inc. |
$
(0.2) |
$
(15.7) |
Net
impact to adjusted diluted earnings (loss) per share of common stock |
– |
$
(0.04) |
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ABOUT
DUN & BRADSTREET® |
|
Dun
& Bradstreet, a leading global provider of B2B data, insights and AI-driven platforms, helps organizations around the world grow
and thrive. Dun & Bradstreet’s Data Cloud fuels solutions and delivers insights that empower customers to grow revenue,
increase margins, manage risk, and help stay compliant – even in changing times. Since 1841, companies of every size have relied
on Dun & Bradstreet. Dun & Bradstreet is publicly traded on the New York Stock Exchange (NYSE: DNB). Twitter: @DunBradstreet |
|
|
© Dun & Bradstreet,
Inc. 2022. All rights reserved. |
|
dnb.com |
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| Signature
[PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION
ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D75009-P72458 Nominees: 01) Ellen
R. Alemany 02) Douglas K. Ammerman 03) Anthony M. Jabbour 04) Keith J. Jackson 05) Richard
N. Massey 06) James A. Quella 07) Ganesh B. Rao NOTE: To transact such other business as
may properly come before the meeting or any adjournment or postponement thereof. 2. Approval
of a non-binding advisory resolution on the compensation paid to our named executive officers.
3. Ratification of the appointment of KPMG LLP as our independent registered public accounting
firm for the 2022 fiscal year. Please sign exactly as your name(s) appear(s) hereon. When
signing as attorney, executor, administrator, or other fiduciary, please give full title
as such. Joint owners should each sign personally. All holders must sign. If a corporation
or partnership, please sign in full corporate or partnership name by authorized officer.
!!! 1. Election of seven directors to serve until the 2023 annual meeting of shareholders.
For All Withhold All For All Except For Against Abstain !! ! DUN & BRADSTREET HOLDINGS,
INC. To withhold authority to vote for any individual nominee(s), mark "For All Except" and
write the number(s) of the nominee(s) on the line below. The Board of Directors recommends
you vote FOR ALL for Proposal 1. The Board of Directors recommends you vote "FOR" Proposals
2 and 3. DUN & BRADSTREET HOLDINGS, INC. 5335 GATE PARKWAY JACKSONVILLE, FL 32256 !!
! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information
up until 11:59 p.m. Eastern Time on June 15, 2022. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and to create an electronic
voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/DNB2022
You may attend the meeting via the Internet and vote during the meeting. Have the information
that is printed in the box marked by the arrow available and follow the instructions. VOTE
BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions
up until 11:59 p.m. Eastern Time on June 15, 2022. Have your proxy card in hand when you
call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and
return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE Z |
| Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and
Proxy Statement and Annual Report are available at www.proxyvote.com. D75010-P72458 DUN &
BRADSTREET HOLDINGS, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF DUN &
BRADSTREET HOLDINGS, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 16, 2022
The undersigned hereby appoints the Chief Executive Officer, Chief Legal Officer and Corporate
Secretary of Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet"), and each of them,
as Proxies, each with full power of substitution, and hereby authorizes each of them to represent
and to vote, as designated on the reverse side, all the shares of Dun & Bradstreet common
stock held of record by the undersigned as of April 18, 2022, at the Annual Meeting of Shareholders
to be held at 11:00 a.m., Eastern Time, or any adjournment or postponement thereof. The meeting
will be held virtually at www.virtualshareholdermeeting.com/DNB2022. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Continued
and to be signed on reverse side Dun & Bradstreet Holdings, Inc. Meeting Information
2022 Annual Meeting of Shareholders June 16, 2022 11:00 a.m. Eastern Time www.virtualshareholdermeeting.com/DNB2022 |
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