Clarivate PLC DEF 14A, filed Mar 25, 2024

About this DEF 14A

Clarivate PLC (CLVT)

DEF 14A 2024-03-25 For: 2024-05-07

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Added on June 12, 2026

Date
Tuesday, May 7, 2024

Place
70 St. Mary Axe
London EC3A 8BE, United Kingdom

Time
1:00 p.m. BST/8:00 a.m. EDT

Record Date
March 8, 2024

Availability of Materials

The Proxy Statement and our Annual Report for the fiscal year ended December 31, 2023 are available at http://ir.clarivate.com.

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Clarivate PLC filed this DEF 14A on March 25, 2024.

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	Proposal 1				RESOLVED, that each of Andrew Snyder, Jonathan Gear, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama N. Cortas, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Richard W. Roedel and Saurabh Saha be re-elected to serve as a director of the Company, and that Suzanne Heywood be elected to serve as a director of the Company, until the 2025 Annual General Meeting, or until his or her successor is duly elected and qualified, and further RESOLVED, that in the event that any of the above nominees should become unavailable prior to the Annual General Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, at its discretion.
	Proposal 2				RESOLVED, that the shareholders of the Company hereby approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement.
	Proposal 3				RESOLVED, that the shareholders of the Company hereby ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2024 on a non-binding and advisory basis.

	Page
Information Concerning Voting and Proxy Solicitation		1
Proposal 1: Election of Directors		7
Proposal 2: Advisory Approval of Executive Compensation		9
Proposal 3: Ratification of Appointment of Independent Registered Public Accountants		11
Corporate Governance and Board of Directors		13
Beneficial Ownership		28
Report of the Audit Committee		33
Report of the Human Resources and Compensation Committee		34
Compensation Discussion and Analysis		35
Executive Compensation Tables		51
Executive Employment Agreements		57
Potential Payments Upon Termination or Change in Control		59
CEO Pay Ratio		61
Certain Relationships and Related Person Transactions		65
Shareholder Proposals for the 2025 Annual General Meeting		66
Other Matters		69
Appendix A Non-GAAP Financial Metrics		70

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(In thousands)	2023			2022
Audit Fees		$	8,857		$	8,922
Audit-Related Fees			94			—
Tax Fees			—			—
All Other Fees			1			1
Total		$	8,952		$	8,923

	Andrew Snyder Director since 2021 Independent Non-Executive Board Chair Age: 53 Nominating and Governance Committee (Member)			Specific expertise: Mr. Snyder was selected to serve on the Board of Directors due to his strong leadership skills and proven track record driving financial growth and product development. Andy Snyder has been a member of our Board since December 2021 and our non-executive Board Chair since October 2022. He is also currently CEO of Cambridge Information Group (“CIG”), a family-owned investment firm. Mr. Snyder has built and managed the CIG portfolio since 2003, which today has a primary focus on education, technology and information services companies. From 2003 to 2021, Mr. Snyder was responsible for building ProQuest from a legacy company (CSA) of 190 employees to one of the leading providers of information and software solutions to the global academic and research community with nearly 3,000 professionals. CIG sold ProQuest to Clarivate in December 2021. Prior to joining CIG, Mr. Snyder spent seven years at the Goldman Sachs Group where he focused on traditional media, technology and services investing for the firm’s private equity fund. He also spent one year as the Assistant to the Chairman and CEO of Goldman Sachs. Mr. Snyder graduated cum laude from the Wharton School at the University of Pennsylvania, and earned a J.D. from Georgetown University Law Center, where he graduated magna cum laude. In addition to Clarivate, Mr. Snyder currently serves on the New York-Presbyterian Board of Trustees and the Board of Advisors of Penn Libraries. He formerly served on the boards of Shining Hope for Communities, Blucora, Inc., and The Browning School.
	Jonathan Gear Director since 2022 Chief Executive Officer Age: 53			Specific expertise: Mr. Gear was selected to serve on the Board of Directors due to his knowledge of the Company’s operations, strategy and customers as well as his experience as a seasoned technology executive. Jonathan Gear has served as our Chief Executive Officer since September 1, 2022 and a member of our board of directors since July 2022. He joined Clarivate as CEO-elect in July 2022. Mr. Gear most recently served as Chief Financial Officer of IHS Markit Ltd. (“IHS Markit”), a position he held from February 2020 through February 2022, at which time IHS Markit completed its merger with S&P Global Inc. Prior to that, Mr. Gear served as Executive Vice President and President of the Resources, Transportation and CMS segments at IHS Markit since July 2016. Earlier, he served in multiple leadership roles across IHS Inc. (“IHS”). Prior to joining IHS in 2005, Mr. Gear held leadership positions at Activant Solutions Inc., smarterwork.com and Booz Allen Hamilton. He holds a BA in Political Economics from the University of California-Berkeley and an MBA from Stanford University.

	Valeria Alberola Director since 2021 Independent Age: 52 Audit Committee (Member) Human Resources and Compensation Committee (Member)			Specific expertise: Ms. Alberola was selected to serve on the Board of Directors due to her significant global experience in corporate finance, mergers and acquisitions, and operations. Valeria Alberola has been a member of our Board since May 2021. Ms. Alberola serves as the Chief Executive Officer of ZOMALAB and brings over 25 years of global experience in corporate finance, investment banking, sustainable investments, operations and strategic management consulting. Prior to joining ZOMALAB, she was the CFO of Bridge Education Group, a global education company, where she helped scale the organization to 10 locations in the U.S. and Latin America to serve over 3,000 students annually. Previously, she was a partner at Q Advisors, a San Francisco and Denver-based investment banking firm, where she executed private and public transactions, including mergers and acquisitions and debt and equity financings for technology and telecommunications clients globally. Prior to Q Advisors, Ms. Alberola was the Director of Business Development for VeloCom, a global telecommunications company, where she was involved in acquisition and capital raising activities. She was also a strategic management consultant with McKinsey & Company in Santiago, Chile, and an equity analyst with Citigroup in São Paulo, Brazil. Ms. Alberola received a B.S. in Economics and Business Administration from the Pontificia Universidad Católica de Chile and an M.B.A. from the Kellogg School of Management at Northwestern University, where she was a Fulbright scholar. Ms. Alberola is a founding board member of Endeavor Colorado and a partner of Colorado Thrives, a coalition of CEOs from some of Colorado’s largest companies.
	Michael Angelakis Director since 2021 Independent Age: 59 Nominating and Governance Committee (Member)			Specific expertise: Mr. Angelakis was selected to serve on the Board of Directors due to his significant experience in a variety of strategic financing transactions and investments in business and information services companies. Michael Angelakis has been a member of our Board since December 2021 and is the Chairman and Chief Executive Officer of Atairos. He also serves as a Senior Advisor to the Executive Management Committee of Comcast Corporation. Prior to founding Atairos, he served as Comcast’s Vice Chairman and Chief Financial Officer. In those roles, Mr. Angelakis was responsible for many strategic, financial, administrative and other areas within Comcast. During his tenure at Comcast, Mr. Angelakis was recognized by Institutional Investor magazine as one of “America’s Best Chief Financial Officers” six out of eight years. Prior to joining Comcast, Mr. Angelakis served as a Managing Director and a member of the Management and Investment Committees of Providence Equity Partners, one of the leading private equity firms investing in technology, media and communications companies around the world. Before joining Providence, Mr. Angelakis was Chief Executive Officer of State Cable TV Corporation and Aurora Telecommunications. He also served as Vice President at Manufacturers Hanover Trust Company in New York, where he oversaw one of the institution’s media and communications portfolios. Additionally, Mr. Angelakis spent several years in London developing Manufacturers Hanover’s merchant banking activities throughout Western Europe. He is a graduate of Babson College and the Owner/President Management Program at the Harvard Business School. He is a member of the Board of Directors of ExxonMobil, Bowlero Corporation and TriNet Group, which are publicly listed companies. Previously, Mr. Angelakis was the Chairman of the Board for the Federal Reserve Bank of Philadelphia, a member of the Board of Directors of Duke Energy, Hewlett Packard Enterprises, Learfield College and Groupon Corporation, as well as a trustee of Babson College.

	Jane Okun Bomba Director since 2020 Independent Age: 61 Human Resources and Compensation Committee (Chair)			Specific expertise: Ms. Okun Bomba was selected to serve on the Board of Directors due to her significant experience in human resources, finance, sustainability/ESG and investor relations. Jane Okun Bomba has been a member of our Board since May 2020. Ms. Okun Bomba also serves on the board of directors of Brightview Holdings, Inc. since April 2019 and previously served on the board of directors of Service Source International. Ms. Okun Bomba has served as President of Saddle Ridge Consulting since January 2018 and advises on a range of strategic issues, including investor relations, corporate perception and governance, transaction integration, human resources and ESG. Previously, from 2004 to 2017, Ms. Okun Bomba was an executive at IHS Markit Ltd (previously IHS Inc.), most recently as Executive Vice President, Chief Administrative Officer, where she led 450 people in corporate functions including HR, Marketing, Communications, Sustainability and Investor Relations. Prior to IHS, she was a partner at Genesis, Inc. and headed investor relations at Velocom, MediaOne Group, and Northwest Airlines. She held various management positions in corporate finance at Northwest Airlines and American Airlines and was a CPA at PriceWaterhouse. Ms. Okun Bomba holds both a BGS and an MBA from the University of Michigan at Ann Arbor. She completed graduate studies at the Stockholm School of Economics, and board director education in the Women’s Director Development Program at the Kellogg School of Management, Northwestern University and the Directors’ Consortium. Ms. Okun Bomba is a member of the International Women’s Forum and the University of Michigan, Ross School of Business Advisory Board.
	Usama N. Cortas Director since 2020 Independent Age: 46 Human Resources and Compensation Committee (Member) Nominating and Governance Committee (Member)			Specific expertise: Mr. Cortas was selected to serve on the Board of Directors due to his extensive experience in finance and in the Intellectual Property information services sector. Usama Cortas has been a member of our Board since October 2020 and is currently a Partner with Leonard Green & Partners, L.P. (“LGP”). Prior to joining LGP in 2003, Mr. Cortas worked in the Investment Banking Division of Morgan Stanley in their New York office from 2000 to 2003. He earned a Bachelor of Arts degree in Economics-Political Science from Columbia University.

	Suzanne Heywood Independent Age: 55			Specific expertise: Lady Heywood was selected to serve on the Board of Directors due to her extensive global experience in finance and strategic matters. Suzanne Heywood was nominated by the Board to stand for election at the Annual General Meeting. Lady Heywood currently serves as the Chief Operating Officer of Exor N.V, a global holding company listed in the Netherlands. She has held this position since November 2022 after previously serving as Managing Director of Exor N.V. from 2016. Prior to Exor, she was a partner at McKinsey & Company, co-leading their global service line on organization design and working on strategic issues with clients across different sectors. She has published a book, “Reorg,” and multiple articles on these topics. Prior to McKinsey, Lady Heywood worked for the U.K. Government, including as Private Secretary to the Financial Secretary of the U.K. Treasury. She holds a B.A. in science from Oxford University and Ph.D. from Cambridge University. Prior to that she was self-educated, growing up sailing around the world on the yacht ‘Wavewalker’. Lady Heywood currently serves as Chair of the Boards of CNHi Industrial N.V. and of Iveco Group N.V.
	Adam T. Levyn Director since 2020 Independent Age: 40 Risk and Sustainability Committee (Member)			Specific expertise: Mr. Levyn was selected to serve on the Board of Directors due to his extensive experience in finance and investments. Adam Levyn has been a member of our Board since October 2020 and is currently a Partner with LGP. Prior to joining LGP in 2011, Mr. Levyn worked in private equity at Kohlberg Kravis Roberts & Co. in their New York office from 2007 to 2009 and in the Global Industrials Group of Bear, Stearns & Co. Inc. in their New York office from 2005 to 2007. He earned a Bachelor of Arts degree in Economics from Princeton University and an M.B.A. from Harvard Business School.
	Anthony Munk Director since 2019 Independent Age: 63 Audit Committee (Member)			Specific expertise: Mr. Munk was selected to serve on the Board of Directors due to his significant experience in a variety of strategic and financing transactions. Anthony Munk has been a member of the Company’s Board since May 2019. He served as our Lead Independent Director from May 2020 to October 2022. Mr. Munk is Vice Chairman of Onex Corporation, which he joined in 1988, and is Chair of Onex Partners’ Private Equity Investment Committee. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital in Toronto. Mr. Munk holds a B.A. (Honors) in Economics from Queen’s University. Mr. Munk currently also serves on the public company board of Emerald Holdings, Inc. Mr. Munk previously served on the public company boards of Jeld-Wen, Barrick Gold, RSI Home Products, and Cineplex Inc.

	Wendell Pritchett, Ph.D. Director since 2022 Independent Age: 59 Nominating and Governance Committee (Chair) Risk and Sustainability Committee (Member)			Specific expertise: Dr. Pritchett was selected to serve on the Board of Directors due to his deep knowledge and experience in academia. Wendell Pritchett, Ph.D. has been a member of our Board since July 2022. Dr Pritchett is the Riepe Presidential Professor of Law and Education at the University of Pennsylvania. Dr. Pritchett previously served as the Interim President of the University of Pennsylvania from February 2022 to June 2022 and as the University Provost from 2017 to 2021. In 2018, he was appointed Chairman of the Nominating Panel of the Philadelphia School Board by Philadelphia Mayor James Kenney. Dr. Pritchett first joined the University of Pennsylvania Law faculty in 2002 and served as Interim Dean and Presidential Professor from 2014 to 2015 and as associate dean for academic affairs from 2006 to 2007. A professor at the University of Pennsylvania School of Law from 2001 to 2009, Dr. Pritchett also served as Chancellor of Rutgers-Camden from 2009 to 2014, and in 2008 served as Deputy Chief of Staff and Director of Policy for Philadelphia Mayor Michael Nutter, who also appointed him to the School Reform Commission, where he served from 2011 to 2014. Dr. Pritchett served as Chair of the Redevelopment Authority of Philadelphia and as President of the Philadelphia Housing Development Corporation from 2008 to 2011. Dr. Pritchett earned his Ph.D. in history from the University of Pennsylvania in 1997, a J.D. from Yale Law School in 1991 and a B.A. in political science from Brown University in 1986. Dr. Pritchett is a member of the public company board of Toll Brothers, Inc. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of Public Health Management Corporation, Philadelphia Foundation, LifePoint Health, Minerva University and Reinvestment Fund.
	Richard W. Roedel Director since 2020 Independent Age: 74 Audit Committee (Chair) Risk and Sustainability Committee (Chair)			Specific expertise: Mr. Roedel was selected to serve on the Board of Directors due to his significant finance, accounting and risk management experience. Richard W. Roedel has been a member of our Board since May 2020. Until 2000, Mr. Roedel was employed by BDO Seidman LLP, having been managing partner of its Chicago and New York Metropolitan area offices and later Chairman and CEO. Mr. Roedel is a graduate of The Ohio State University and is a CPA. Mr. Roedel also serves on the public company boards of directors of Brightview Holdings, Inc., LSB Industries, Inc. and Luna Innovations Incorporated. Mr. Roedel serves as Non-Executive Chairman of LSB and Luna Innovations. Mr. Roedel has previously served on the boards of Six Flags Entertainment, IHS Markit Ltd (previously IHS Inc.), Lorillard, Inc., Sealy Corporation, BrightPoint, Inc, Broadview Holdings, Inc., Dade Behring Holdings, Inc. and Take-Two Interactive Software, Inc. Mr. Roedel was formerly a member of the National Association of Corporate Directors Risk Oversight Advisory Council. Mr. Roedel was appointed to a three-year term, ending in 2017, on the Standing Advisory Group of the Public Company Accounting Oversight Board.

Director Compensation	Amount(1) ($)
Board of Directors Annual Retainer		85,000
Board of Directors Annual RSU Grant		165,000
Non-Executive Board Chair Annual Retainer		120,000
Audit Committee Chair Annual Retainer		30,000
Human Resources and Compensation Committee Chair Annual Retainer		30,000
Nominating and Governance Committee Chair Annual Retainer		20,000
Risk and Sustainability Committee Chair Annual Retainer		20,000

Name(1)	Fees Earned or Paid in Cash(2) ($)		Stock Awards(3) ($)		Total ($)
Andrew Snyder		205,000		165,000		370,000
Valeria Alberola		85,000		165,000		250,000
Michael Angelakis		85,000		165,000		250,000
Jane Okun Bomba		115,000		165,000		280,000
Wendell Pritchett		105,000		165,000		270,000
Richard W. Roedel		130,111		165,000		295,111
Saurabh Saha		56,044		165,000		221,044
Former Directors:
Sheryl von Blucher(4)		26,139		—		26,139

Name	Age	Position
Jonathan Gear	53	Chief Executive Officer
Jonathan Collins	44	Executive Vice President & Chief Financial Officer
Henry Levy	51	President, Life Sciences & Healthcare
Melanie D. Margolin	52	Chief Legal Officer
Gordon Samson	58	President, Intellectual Property
Bar Veinstein	51	President, Academia & Government
Julie M. Wilson	61	Chief People Officer

	Clarivate Plc Ordinary Shares
Name of Beneficial Owner(1)	Shares Beneficially Owned		% of Shares Beneficially Owned
Andrew Snyder(2)		23,667,033		3.54
Jonathan Gear(3)		208,102		*
Valeria Alberola(4)		36,633		*
Michael Angelakis(5)		12,294,406		1.84
Jane Okun Bomba(6)		122,934		*
Usama N. Cortas(7)		116,666,507		17.46
Adam T. Levyn		—		—
Anthony Munk		—		—
Wendell Pritchett(8)		29,649		*
Richard W. Roedel(9)		109,658		*
Saurabh Saha(10)		22,058		*
Jonathan Collins(11)		121,776		*
Michael Easton(12)		70,849		*
Henry Levy(13)		111,546		*
Gordon Samson(14)		724,683		*
Melanie D. Margolin(15)		35,062		*
Bar Veinstein(16)		309,900		*
Julie Wilson(17)		92,449		*
All current directors and executive officers as a group (18 individuals)(18)		154,623,245		23.14

	Member			Chair			AC Financial Expert
	M			C			F

	Clarivate Plc Ordinary Shares
Name and Address of Beneficial Owner	Shares Beneficially Owned		% of Shares Beneficially Owned
Leonard Green & Partners, L.P.(1)		116,666,507		17.29
Clarkston Capital Partners, LLC(2)		56,341,399		8.49
Exor N.V.(3)		63,855,293		9.62
ONEX Corp.(4)		42,855,384		6.35
Castik Capital S.a.r.l.(5)		38,089,963		5.65
Impactive Capital LP(6)		35,795,452		5.39

	2023 Results			2022 Results
Net Loss attributable to ordinary shares	$(987)M			$(4,036)M
Adjusted EBITDA(2)		$	1,117M		$	1,113M
Adjusted EBITDA Margin(2)			43%			42%
Adjusted diluted EPS(2)		$	0.82		$	0.85
Revenue		$	2,629M		$	2,660M
Net cash provided by operating activities		$	744M		$	509M
Free Cash Flow(2)		$	502M		$	306M
Market Capitalization (for the years ended December 31, 2023 and 2022, respectively)		$	6B		$	6B

	Compensation Philosophy and Objectives
	Total Rewards Strategy Supports our Mission, Vision and Values			The components of compensation encourage our colleagues to aim for greatness by pursuing top performance and challenging the status quo in the belief that human ingenuity can transform the world and improve our future.
	Incentives Aligned to Key Business Objectives Appropriate to Colleague Roles			We aim to drive superior business and financial results by setting clear, measurable short- and long-term performance targets that support our business strategy and the creation of long-term shareholder value while also ensuring that our executives are not incentivized to take inappropriate risks.
	Supports a Pay for Performance Culture			Total compensation should be competitive and performance should be appropriately rewarded. We believe there should be an upside as well as a downside risk of payouts if our performance is above or below our goals.
	Designed to Attract, Retain and Motivate Top Talent			Total compensation should be competitive in order to attract qualified individuals, motivate performance and retain, develop and reward colleagues with the abilities and skills needed to foster long-term value creation. We also strive to achieve equity and balance through our compensation programming to support greater diversity across our workforce.
	Programs Globally Consistent and Locally Competitive			Total compensation should be globally consistent and locally competitive to attract and retain qualified talent in the markets in which we operate.

Clarivate 2023 Peer Group for Compensation Benchmarking Purposes
Dun & Bradstreet Holdings, Inc. (DNB)	ICON plc (ICLR)	Teradata Corporation (TDC)
Equifax, Inc. (EFX)	Informa plc (INF)	Thomson Reuters Corporation (TRI)
ExlService Holdings, Inc. (EXLS)	Moody’s Corporation (MCO)	TransUnion (TRU)
FactSet Research Systems Inc. (FDS)	Morningstar, Inc. (MORN)	Verisk Analytics, Inc. (VRSK)
Fair Isaac Corporation (FICO)	MSCI Inc. (MCSI)	Wolters Kluwer N.V. (WKL)
Gartner, Inc. (IT)	SS&C Technologies Holdings, Inc. (SSNC)	Wolters Kluwer N.V. (WKL)

	Name			Title
	Jonathan Gear			Chief Executive Officer
	Jonathan Collins			Executive Vice President and Chief Financial Officer
	Bar Veinstein			President, Academia and Government
	Henry Levy			President, Life Sciences and Healthcare
	Gordon Samson			President, Intellectual Property

Name	2023 Year-End Base Salary			2022 Year-End Base Salary			% Increase
Jonathan Gear		$	900,000		$	900,000		0%
Jonathan Collins		$	750,000		$	750,000		0%
Bar Veinstein(1)(2)		$	600,000			N/A		N/A
Henry Levy(1)		$	600,000			N/A		N/A
Gordon Samson(1)(2)(3)		$	600,000		$	553,124		8.5%

Name	2023 AIP Target
Jonathan Gear		150%
Jonathan Collins		100%
Bar Veinstein(1)		100%
Henry Levy(1)		100%
Gordon Samson		100%

Metric	Weighting		Payout Level		2023 Corporate Goal (in millions, except Voice of Customer)			2023 Results (in millions, except Voice of Customer)
Pre-bonus Adjusted EBITDA(1)		90%	Threshold	0%		$	1,126
			Target	100%		$	1,215		$	1,172
			Maximum	200%		$	1,303
Voice of Customer		10%	Threshold	90%			<79
			Target	100%			79			76
			Maximum	110%			>79

Final Calculation-AIP Payments
			Pre-bonus Adjusted EBITDA Performance						Voice of Customer Performance
Name	AIP Target ($)		% of AIP Tied to Goal		Performance Level Achieved		Amount Earned ($)		% of AIP Tied to Goal		Performance Level Achieved		Amount Earned ($)		Individual Modifier(3)		Final AIP Payment ($)
Jonathan Gear		1,350,000		90%		71%		864,000		10%		90%		121,500		—		985,500
Jonathan Collins		750,000		90%		71%		480,000		10%		90%		67,500		—		547,500
Bar Veinstein(1)(2)		600,000		90%		71%		384,000		10%		90%		54,000		—		438,000
Henry Levy(1)		600,000		90%		71%		384,000		10%		90%		54,000		—		438,000
Gordon Samson(2)		588,434		90%		71%		376,598		10%		90%		52,959		—		429,557

Ratio of Performance to Time-Based Equity
Position	PSUs		RSUs
CEO		75%		25%
Other NEOs		50%		50%

Adjusted Diluted EPS and Adjusted EBITDA									Modifier: 3-Year Relative TSR vs. S&P 500
2023 Goals									Modifier: 3-Year Relative TSR vs. S&P 500
Performance Range	Payout Range		Adjusted Diluted EPS (50%)			Adjusted EBITDA ($m) (50%)			Percentile		Modifier
Maximum		200%		$	0.83		$	1,145		=>P75		1.2x
Target		100%		$	0.80		$	1,130		P50		1.0x
Threshold		50%		$	0.77		$	1,116		<=P25		0.8x

	RSUs				PSUs(1)
NEO	Units (#)		Grant Value ($)		Target Units (#)		Grant Value ($)
Jonathan Gear		164,185		1,874,993		648,994		8,704,350
Jonathan Collins		109,457		1,249,999		167,610		2,174,507
Bar Veinstein(2)		113,378		999,994		113,378		1,185,934
Henry Levy(2)		113,378		999,994		113,378		1,185,934
Gordon Samson		87,565		999,992		138,125		1,776,581

	Position			Share Ownership Guidelines
	Chief Executive Officer			6 times base salary
	Other Executive Officers and Leadership Team			3 times base salary
	Non-employee Directors			5 times annual retainer

	What counts as ownership			What does not count as ownership
	✓ Shares owned directly or indirectly via a trust ✓ Shares held in a 401(k) account ✓ Shares held by spouse or minor children ✓ Unvested RSUs ✓ Unvested deferred shares/share units			✘ Unvested and Unearned PSUs ✘ Unexercised stock options

	Year		Salary(2) ($)		Bonus(3) ($)		Stock Awards(4) ($)		Option Awards ($)		Non-Equity Incentive Plan Compen- sation(5) ($)		All Other Compen- sation(6) ($)		Total ($)
Jonathan Gear Chief Executive Officer		2023		902,472		—		10,579,343		—		985,500		13,530		12,480,845
Jonathan Gear Chief Executive Officer		2022		432,692		—		7,561,183		—		381,568		165		8,375,608
Jonathan Collins Executive Vice President and Chief Financial Officer		2023		752,060		—		3,424,506		—		547,500		13,530		4,737,596
		2022		752,060		750,000		1,655,311		—		444,675		12,530		3,614,576
		2021		32,555		—		7,403,195				—		16		7,435,766
Bar Veinstein(1)(7) President, Academia and Government		2023		411,884		—		8,185,927		—		438,000		63,472		9,099,283
Henry Levy(1) President, Life Sciences and Healthcare		2023		399,725		—		4,185,925		—		438,000		13,420		5,037,070
Gordon Samson(7) President, Intellectual Property		2023		588,281		—		2,776,573		—		429,557		59,157		3,853,568
		2022		583,874		—		1,375,611		—		346,310		93,020		2,398,815
		2021		479,049		—		1,578,182		—		123,936		83,506		2,264,673

					AIP						PSUs						RSUs
					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units(3) ($)		Grant Date Fair Value of Stock Awards(4) ($)
Name	Grant Date		Approval Date		Threshold $		Target $		Maximum $		Threshold #		Target #		Maximum #				Grant Date Fair Value of Stock Awards(4) ($)
Jonathan Gear						675,000		1,350,000		2,700,000
		02/22/2023		02/22/2023								62,575		156,438		312,876				1,606,618
		03/01/2023		02/22/2023								197,022		492,556		985,112				7,097,732
		03/01/2023		02/22/2023														164,185		1,874,993
Jonathan Collins						375,000		750,000		1,500,000
		02/22/2023		02/22/2023								23,261		58,153		116,306				597,231
		03/01/2023		02/22/2023								43,782		109,457		218,914				1,577,275
		03/01/2023		02/22/2023														109,457		1,249,999
Bar Veinstein						300,000		600,000		1,200,000
		05/01/2023		03/21/2023								45,351		113,378		226,756				1,185,934
		05/01/2023		03/21/2023														113,378		999,994
		05/01/2023		03/21/2023														680,272		5,999,999
Henry Levy						300,000		600,000		1,200,000
		05/01/2023		03/21/2023								45,351		113,378		226,756				1,185,934
		05/01/2023		03/21/2023														113,378		999,994
		05/01/2023		03/21/2023														226,757		1,999,997
Gordon Samson						294,217		588,434		1,176,868
		02/22/2023		02/22/2023								1,615		4,038		8,076				36,988
		02/22/2023		02/22/2023								18,608		46,522		93,044				477,781
		03/01/2023		02/22/2023								35,026		87,565		175,130				1,261,812
		03/01/2023		02/22/2023														87,565		999,992

Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested(1) (#)		Market Value of Shares or Units of Stock That Have Not Vested(2) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($)
Jonathan Gear		07/15/2022		156,438		1,448,616		234,657		2,172,924
		07/15/2022		151,625		1,404,048
		03/01/2023		164,185		1,520,353		492,556		4,561,069
Jonathan Collins		12/16/2021		62,554		579,250
		03/01/2022		58,153		538,497		87,229		807,741
		03/01/2023		109,457		1,013,572		109,457		1,013,572
Bar Veinstein		05/01/2023		113,378		1,049,880		113,378		1,049,880
Bar Veinstein		05/01/2023		680,272		6,299,319
Henry Levy		05/01/2023		113,378		1,049,880		113,378		1,049,880
Henry Levy		05/01/2023		226,757		2,099,770
Gordon Samson		06/21/2021		15,583		144,299
		08/15/2021		14,406		133,400
		03/01/2022		46,522		430,794		69,783		646,191
		03/01/2023		87,565		810,852		87,565		810,852

Name	Vesting Date		Number of Shares Vesting
Jonathan Collins		03/01/2024		128,115
		03/01/2025		65,563
		03/01/2026		36,486
Bar Veinstein		03/01/2024		37,792
		05/01/2024		272,108
		03/01/2025		37,793
		05/01/2025		272,109
		03/01/2026		37,793
		05/01/2026		136,055
Henry Levy		03/01/2024		37,792
		05/01/2024		90,702
		03/01/2025		37,793
		05/01/2025		90,703
		03/01/2026		37,793
		05/01/2026		45,352
Gordon Samson		02/21/2024		10,368
		03/01/2024		68,032
		08/15/2024		4,038
		03/01/2025		52,449
		03/01/2026		29,189

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)
Jonathan Gear		—		—		179,301		1,876,789
Jonathan Collins		—		—		154,183		1,760,770
Bar Veinstein		—		—		—		—
Henry Levy		—		—		—		—
Gordon Samson		—		—		42,882		472,147

Name	Description of Payments	Involuntary Termination Without Cause (not Related to Change in Control) ($)		Involuntary Termination Without Cause (Change in Control) ($)		Death or Disability ($)
Jonathan Gear	PSUs(1)		2,336,257		6,733,992		6,733,992
	RSUs(2)		3,866,226		4,373,016		4,373,016
	Severance(3)		3,375,000		4,500,000		—
	Continued Benefits(3)		35,852		47,803		—
Total Jonathan Gear			9,613,335		15,654,811		11,107,008
Jonathan Collins	PSUs(1)		—		1,821,312		1,821,312
	RSUs(2)		1,793,458		2,131,319		2,131,319
	Severance(3)		2,250,000		3,000,000		—
	Continued Benefits(3)		35,852		47,803		—
Total Jonathan Collins			4,079,310		7,000,434		3,952,631
Bar Veinstein	PSUs(1)		—		1,049,880		1,049,880
	RSUs(2)		5,739,367		7,349,199		7,349,199
	Severance(3)		1,800,000		2,400,000		—
	Continued Benefits(3)		—		—		—
Total Bar Veinstein			7,539,367		10,799,079		8,399,079
Henry Levy	PSUs(1)		—		1,049,880		1,049,880
	RSUs(2)		2,379,727		3,149,650		3,149,650
	Severance(3)		1,800,000		2,400,000		—
	Continued Benefits(3)		38,984		51,979		—
Total Henry Levy			4,218,711		6,651,509		4,199,530
Gordon Samson	PSUs(1)		—		1,569,218		1,569,218
	RSUs(2)		1,153,046		1,423,336		1,423,336
	Severance(3)		1,800,000		2,400,000		—
	Continued Benefits(3)		—		—		—
Total Gordon Samson			2,953,046		5,392,554		2,992,554