DNB Dun and Bradstreet Corp

The audit committee of the board of directors, which was composed of Douglas K. Ammerman, Ellen R. Alemany and James A. Quella in 2022, submits the following report on the performance of certain of its responsibilities for the year 2022:

The primary function of the audit committee is oversight of (i) the quality and integrity of the Company’s consolidated financial statements and related disclosures, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of the Company’s internal audit function and the independent registered public accounting firm. The audit committee also oversees ESG risk and is responsible for reporting to the Board on DNB’s ESG initiatives.

Our audit committee acts under a written charter, which the audit committee reviewed in February 2023 without material change. We review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below. Each of our audit committee members have been determined by the board of directors to be independent as defined by NYSE independence standards. In addition, our board of directors has determined that each of Mr. Ammerman, Mr. Quella and Ms. Alemany is an audit committee financial expert, as defined by the rules of the SEC.

In performing our oversight function, we reviewed and discussed with management and KPMG LLP (KPMG), the independent registered public accounting firm, the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022. Management and KPMG reported to us that the Company’s consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of DNB and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with KPMG matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and have discussed with KPMG their independence. In addition, we have considered whether KPMG’s provision of non-audit services to the Company is compatible with their independence.

Finally, we discussed with the Company’s internal auditors and KPMG the overall scope and plans for their respective audits. We met with KPMG at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and that KPMG be appointed independent registered public accounting firm for DNB for 2023.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of the Company’s annual consolidated financial statements. The independent registered public accounting firm is responsible for auditing the Company’s annual consolidated financial statements and expressing an opinion as to whether these consolidated financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles.

Management is also responsible for maintaining and assessing the effectiveness of its internal control over financial reporting, including providing Management’s Report on Internal Control over Financial Reporting. The independent registered public accounting firm is responsible for auditing these internal controls and expressing an opinion as to whether the Company maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

13

 

The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Exchange Act of 1934, as amended, in either of those fields or in auditor independence.

The foregoing report is provided by the following directors:

THE AUDIT COMMITTEE

Douglas K. Ammerman (Chair)

Ellen R. Alemany

 James A. Quella

The members of the compensation committee are Richard N. Massey (Chair), Thomas M. Hagerty and James A. Quella, each of whom were deemed to be independent by the board, as required by NYSE. Our board considered NYSE’s additional independence considerations for compensation committee members in determining the independence of Messrs. Massey, Hagerty and Quella for purposes of compensation committee services. Our compensation committee met four times during 2022. The functions of the compensation committee include the following:

14

 

Our compensation committee reviewed its charter in February 2023 without material change. For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation.”

We have separated the positions of CEO and Executive Chairman of the board of directors in recognition of the differences between the two roles. Separating these positions allows our Chief Executive Officer Mr. Jabbour to focus more directly upon executing on the Company’s strategic objectives and business plan, providing day-to-day leadership and guiding senior management through the implementation of our strategic initiatives. In February 2022, our board appointed Mr. Foley, who previously served as non-executive Chairman of the Board, to serve as our Executive Chairman in light of the critical role he plays in the formation and execution of our long-term strategic vision. Our board leadership structure also allows our Executive Chairman to utilize his time to focus on our long-term strategy, and to set the agenda for board meetings and preside over meetings of the full board. When our non-management directors meet in executive session, they appoint one independent director to preside over that executive session. We believe this leadership structure is appropriate and allows our CEO and Executive Chairman to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company.

The board of directors administers its risk oversight function directly and through committees. The audit committee, which is comprised of three independent directors, oversees our financial reporting process, risk management program, including ESG risk, legal and regulatory compliance, performance of the independent auditor, internal audit function, and financial and disclosure controls. Our Chief Risk Officer, who reports to our Chief Executive Officer, provides quarterly reports to our audit committee on risk trends and statistics on an enterprise level and across seven risk categories: Compliance & Legal, Strategic, Financial, Operational, Technology, Data and International risks. The Chief Risk Officer discusses any High or Considerable risk ratings and management’s plans to reduce such risks. Our Chief Ethics and Compliance Officer, who reports to our Chief Legal Officer, also makes quarterly reports to the audit committee on our compliance program, including the impact of legal and regulatory trends and changes, and our Chief Audit Officer reports to the audit committee on the alignment of our risk oversight process with, and the effectiveness of, our disclosure controls and procedures. Our audit committee oversees our environmental sustainability policies and programs.

Our board is focused on cyber-security. At each regular meeting of the audit committee, our Chief Technology Officer reports to the audit committee on cyberrisk trends and mitigation efforts, areas of focus and cybersecurity program improvements. Our Chief Risk Officer, Chief Compliance Officer and Chief Internal Audit Officer provide reports on our cyber and data security practices, risk assessments, emerging issues and any security incidents. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis.

The corporate governance and nominating committee considers the adequacy of our governance structures and policies. The compensation committee reviews and approves our compensation and other benefit plans, policies and programs and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Dun & Bradstreet. Each committee provides regular reports on its activities to the full board of directors.

On an ongoing basis management identifies strategic risks and aligns both our disclosure controls and procedures and the annual internal audit plan with the identified and addressable risks. Risks are evaluated over all timeframes, however the focus of management’s risk assessment is on risks to the long term viability of Dun & Bradstreet. Risks with the potential for an adverse impact to the Company in the near term are prioritized. Management presents updates on the current year progress of the Company’s enterprise risk management program to the audit committee quarterly. At least annually (or more frequently in the event of material changes to the Company) the update to the audit committee includes a complete reassessment of the Company’s risk and control environment.

15

 

Our commitment to corporate responsibility means integrating it throughout our business, including how we manage ESG topics. Our board and its committees oversee the execution of our ESG strategies and initiatives as an integrated part of their oversight of the overall strategy and risk management for the Company. Our management team is actively engaged on related topics including innovation of our software, data and analytics solutions and client, investor and other stakeholder expectations. In addition, our management team actively manages our approach to our corporate social responsibility, public policy issues, human capital issues including those relating to diversity, equity and inclusion, environmental, health and safety matters, as well as the environmental impact of the Company’s operations, and discusses these matters with the board and appropriate committees. The Corporate Responsibility section, beginning on page 7 of this proxy statement, and our 2022 ESG Report available on the Investor Relations page of our website at investor.DNB.com further outline our approach to these issues.

Any shareholder or other interested person who desires to contact any member of the board or the non-management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Dun & Bradstreet Holdings, Inc., 5335 Gate Parkway, Jacksonville, Florida 32256. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

Certain Information

About our Directors

Our board and the corporate governance and nominating committee are committed to including the best available candidates for nomination to election to our board based on merit. Our board and our corporate governance and nominating committee periodically evaluate our board’s composition with the goal of developing a board that will meet our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

The corporate governance and nominating committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the board. In accordance with our Corporate Governance Guidelines, the corporate governance and nominating committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

In connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders.

16

 

We believe that the current composition of our board includes directors who possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. Our board is largely composed of directors who have served on our or our former parent company’s board since the Take-Private Transaction. We have undergone significant change in the past three years, including the Take-Private Transaction, the transformation of our business, the IPO and the significant expansion of our business through the Bisnode acquisition, which are described under “General Information About the Company – Our Transformation.” As we continue to evolve our business and execute on the strategic plan originally set by Mr. Foley and the Investor Consortium, our board believes that continuity among its members is critical to our ability to smoothly and successfully navigate our continued transformation and execute on the strategic vision developed by Mr. Foley and our board.

In furtherance of our commitment to having a board of directors that reflects and benefits from diversity of background, skills, age, gender, nationality, race, ethnicity and sexual orientation, Keith J. Jackson and Ellen R. Alemany were elected to our board in 2020 and 2021, respectively. Mr. Jackson, who is African American, is a private investor and is President of Positive Atmosphere Reaches Kids, a non-profit organization founded by Mr. Jackson in 1993 that is headquartered in Little Rock, Arkansas, and that works with at-risk youth to provide positive reinforcement for success. Mr. Jackson brings to our board a strong background in leadership and social responsibility. Ms. Alemany currently serves as a special advisor to the Chief Executive Officer of and as a director of First Citizens and formerly served as Vice Chairwoman of First Citizens and, prior to that, as Chairwoman and Chief Executive Officer of CIT Group Inc. prior to its acquisition by First Citizens. Ms. Alemany brings to our board strong leadership skills, experience in driving growth and results in large complex business organizations, and extensive knowledge of technology, finance, regulatory and compliance matters. Both Mr. Jackson and Ms. Alemany are independent and neither has any prior relationships as a director or employee of any of the members of the Investor Consortium.

For additional information about Mr. Jackson and Ms. Alemany, please see “Certain Information about our Directors.”

In 2023, we expect our board will focus on continued execution of our growth strategy, including enhancing our existing client relationships, winning new clients in targeted markets, developing innovative solutions, expanding our presence in attractive international markets, and selectively pursuing strategic acquisitions. Our board will also focus on monitoring productivity and disciplined expense management to address continually evolving macro-economic factors.

Our board is committed to examining ways to continue to foster the diversity of our board across many dimensions to ensure that it operates at a high functioning level and reflects the board’s commitment to inclusiveness. Our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the governance committee considers when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups who may be recommended by our directors, management, or our shareholders as candidates for nomination as directors.

The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders. Shareholders can suggest qualified candidates for director to the corporate governance and nominating committee by writing to our Corporate Secretary at 5335 Gate Parkway, Jacksonville, Florida 32256. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals and Nominations” below.

17

 

Full Declassification of our Board of Directors at the 2023 Annual Meeting

In connection with the IPO, our board determined to eliminate the classification of our board over a three-year period beginning at the 2021 annual meeting, and provide for the annual election of all directors beginning at the 2023 annual meeting. For our 2023 annual meeting, our entire slate of directors has been nominated for re-election for a one-year term and our board will be fully declassified.

Letter Agreement Regarding Voting

In connection with the IPO, members of the Investor Consortium, including Bilcar, THL, Cannae, Black Knight and CC Capital (the Voting Letter Parties) entered into a letter agreement pursuant to which they have agreed for a period of three years to vote all of their shares as a group in all matters related to the election of directors, including to elect Messrs. Foley, Chu, Hagerty, Massey and Rao to our board of directors. The Voting Letter parties owned approximately 40% of our common stock as of April 17, 2023 and, as a result, may collectively exert significant influence over the election of our directors.

Director Skills and Experience

The matrix below lists the skills and experience that we consider most important for our directors in light of our current business and structure. In addition, biographical information concerning our nominees proposed for election at the annual meeting, as well as our continuing Class III directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

18

 

* Ages are reflected as of record date. 

WILLIAM P. FOLEY, II has served as our Executive Chairman since February 2022 and served as our non-executive Chairman from the Take-Private Transaction in February 2019 until February 2022. Mr. Foley has served as Chairman of Cannae Holdings, Inc. since July 2017 and non-executive Chairman since May 2018. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC, a private company that provides certain management services to Cannae, since November 2019. Mr. Foley is a founder of Fidelity National Financial (FNF) and has served as Chairman of the board of directors of FNF since 1984. He also serves as Executive Chairman of F&G Annuities & Life, Inc. (F&G), a majority-owned subsidiary of FNF, since November 2022. Mr. Foley served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has served as non-executive Chairman of Alight, Inc. since April 2021 and served on the board of its predecessor Foley Trasimene Acquisition Corporation (FTAC) from May 2020 until April 2021. Mr. Foley served as director of System1, Inc. from January 2022 to March 2023. From January 2014 until June 2021, Mr. Foley also served as Chairman of Black Knight, Inc. and its predecessors and served as non-executive Chairman of Paysafe, Ltd. (Paysafe) and its predecessor

19

 

Foley Trasimene Acquisition Corp. II (FTAC II) from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, Vice Chairman of Fidelity National Information Services, Inc. (FIS), and as a director of Ceridian HCM Holding, Inc. (Ceridian). Mr. Foley also formerly served as a director of blank check companies Austerlitz Acquisition Corporation I and Austerlitz Acquisition Corporation II and Trebia Acquisition Corp., which were blank check companies, but resigned from those boards in April 2021. Mr. Foley served as Chairman of Foley Wines Ltd., a New Zealand company, until March 2023.

After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington. Mr. Foley also serves on the board of various foundations and charitable organizations.

Mr. Foley’s qualifications to serve on our board include more than 35 years as a director and executive officer of public and private companies across a wide variety of industries, his leadership in the creation and growth of multiple separate multi-billion dollar public market platforms and his track record of identifying cost savings, undertaking strategy shifts, eliminating siloed organizational structures and accelerating product expansion and innovation. Mr. Foley provides high value-added services to our board and has sufficient time to focus on Dun & Bradstreet.

ANTHONY M. JABBOUR has served as our Chief Executive Officer and a director since the Take-Private Transaction in February 2019. Mr. Jabbour has served as Executive Chairman of Black Knight since June 2021 and as a director of Black Knight since May 2018. Mr. Jabbour served as Chief Executive Officer of Black Knight from April 2018 until May 2022. Mr. Jabbour previously served as Corporate Executive Vice President and Co-Chief Operating Officer of FIS from December 2015 through December 2017. Mr. Jabbour served as Corporate Executive Vice President of the Integrated Financial Solutions segment of FIS from February 2015 until December 2015. Mr. Jabbour served as Executive Vice President of the North America Financial Institutions division of FIS from February 2011 to February 2015. Prior to that, Mr. Jabbour held positions of increasing responsibility in operations and delivery from the time he joined FIS in 2004. Prior to joining FIS, Mr. Jabbour worked for Canadian Imperial Bank of Commerce and for IBM’s Global Services group managing complex client projects and relationships. Mr. Jabbour also serves as a director Paysafe.

Mr. Jabbour’s qualifications to serve on our board of directors include his extensive experience in leadership roles with financial services, technology and data and analytics companies, his deep knowledge of our business, industry and customer base, and strong leadership abilities.

We believe that Mr. Jabbour is able to fulfill his roles and devote sufficient time and attention to his duties as Chief Executive Officer and a director of Dun & Bradstreet, as an executive and a director of Black Knight and as a director of Paysafe. Mr. Jabbour is a strong leader who is able to divide his attention among these responsibilities. In addition, Mr. Jabbour works with strong leadership teams at Dun & Bradstreet and Black Knight. By leading and relying on his teams, Mr. Jabbour is able to successfully devote appropriate time and attention to fulfill his executive and board responsibilities.

ELLEN R. ALEMANY has served as a member of our board of directors since 2021. Ms. Alemany has served as a special advisor to the Chair of First Citizens since January 2023 and as a director of First Citizens since January 2022. Ms. Alemany formerly served as Vice Chairwoman of First Citizens from January 2022 through December 2022. Ms. Alemany served as Chairwoman, CEO and President of CIT, and as the Chairwoman, CEO and President of its subsidiary CIT Bank, N.A., until CIT was acquired by First Citizens in January 2022. Ms. Alemany joined CIT in October 2015. Ms. Alemany was the Chairwoman and Chief Executive Officer of The Royal Bank of Scotland Citizens Financial Group from 2008 until October 2013. Ms. Alemany served as the Chief Executive Officer of Global Transaction Services at Citibank/Citigroup from 2006 until 2007, after holding various roles in her twenty-year career with Citibank/Citigroup. Ms. Alemany also serves as a director of Fidelity National Information Services, Inc. and formerly served as a director of CIT.

Ms. Alemany’s qualifications to serve on our board of directors include her years of experience as a Chief Executive Officer, Chair and senior executive in the banking industry, strong leadership skills, experience in driving growth and results in large complex business organizations, and extensive knowledge of technology, finance, regulatory and compliance matters.

20

 

DOUGLAS K. AMMERMAN has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Ammerman is a retired partner of KPMG LLP, where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also has served as a director of FNF since 2005, F&G since December 2022 and Stantec Inc. since 2011. Mr. Ammerman formerly served on the boards of El Pollo Loco, Inc., J. Alexander’s Holdings, Inc. and Foley Trasimene Acquisition Corp.

Mr. Ammerman’s qualifications to serve on our board of directors include his financial and accounting background and expertise, including his 18 years as a partner with KPMG, and his experience as a director on the boards of other companies.

CHINH E. CHU has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Chu is the Founder and Managing Partner at CC Capital, a private investment firm which he founded in 2015. Before founding CC Capital, Mr. Chu worked at Blackstone from 1990 to 2015. Mr. Chu was a Senior Managing Director at Blackstone since 2000, and previously served as Co-Chair of Blackstone’s Private Equity Executive Committee and was a member of Blackstone’s Executive Committee. Mr. Chu serves as Chairman of E2open Parent Holdings, Inc. (f/k/a CC Neuberger Principal Holdings I) and as a director of CC Neuberger Principal Holdings II and CC Neuberger Principal Holdings III. Mr. Chu served as Co-Chairman of FGL Holdings from April 2016 until June 2020 when it was acquired. Mr. Chu served as a director of Collier Creek Holdings, a special purpose acquisition company he co-founded in April 2018, prior to its business combination on June 5, 2020. Mr. Chu previously served as a director of NCR Corporation, Kronos Incorporated, SunGard Data Systems, Inc., Stiefel Laboratories, Freescale Semiconductor, Ltd., Biomet, Inc., Alliant, Celanese Corporation, Nalco Company, DJO Global, Inc., HealthMarkets, Inc., Nycomed, Alliant Insurance Services, Inc., the London International Financial Futures and Options Exchange, Graham Packaging and AlliedBarton Security Services. Before joining Blackstone in 1990, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department.

Mr. Chu’s qualifications to serve on our board of directors include his substantial experience in mergers and acquisitions, corporate finance and strategic business planning, his track record at Blackstone and in advising and managing multi-national companies and his experience serving as a director for various public and private companies.

THOMAS M. HAGERTY has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Hagerty is a Managing Director of THL, which he joined in 1988. Mr. Hagerty has served as a director of Black Knight and its predecessors since January 2014, and has also served as a director of Ceridian HCM Holding Inc. since September 2013, FleetCor Technologies since November 2014 and FNF since 2005. Mr. Hagerty formerly served on the boards of FTAC, First Bancorp, MoneyGram International and FIS.

Mr. Hagerty’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, a leading private equity firm, and his experience in enhancing value at such companies, along with his expertise in corporate finance.

KEITH J. JACKSON has served as a member of our board of directors since August 2020. Mr. Jackson is President of Positive Atmosphere Reaches Kids, a non-profit organization founded by Mr. Jackson in 1993 that is headquartered in Little Rock, Arkansas, and works with at-risk youth to provide positive reinforcement for success. Mr. Jackson also serves on the board of directors of Cadence Bank (formerly BancorpSouth Bank) and the board of trustees of the University of Oklahoma Foundation.

Mr. Jackson’s qualifications to serve on our board of directors include his experience efficiently running an organization with a focus on community, diversity and inclusion, and his years of service as a director at Cadence Bank.

21

 

RICHARD N. MASSEY has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Massey has served as Chief Executive Officer of Cannae since November 2019, and has served on the Cannae board of directors since June 2018. Cannae is a holding company engaged in managing and operating a group of companies and investments and, in Mr. Massey’s role as its Chief Executive Officer, he serves as an executive and/or director of Cannae and some of its portfolio companies. In this capacity, Mr. Massey has served as a director of Alight, Inc., a cloud-based provider of integrated digital human capital and business solutions, since April 2021 and its predecessor FTAC from May 2020 until April 2021. Mr. Massey served as Chief Executive Officer of AUS and ASZ, which were blank check companies, from January 2021 through December 2022, and served as a director of AUS and ASZ until April 2022.

Mr. Massey is a Senior Managing Director of Trasimene Capital Management, LLC, a privately held company, which provides certain management services to Cannae, since November 2019. Mr. Massey is also a longtime partner of Westrock Capital Partners and Bear State Advisors, both privately held multi-family investment partnerships. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009. From 2000 until 2006, Mr. Massey served as Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey formerly served as Chairman of Bear State Financial, Inc., as a director of Black Knight, Inc., FGL Holdings, Fidelity National Financial, Inc., and Fidelity National Information Services, Inc., and as a director of the following special purpose acquisition companies: Foley Trasimene Acquisition Corp., Foley Trasimene Acquisition Corp. II, Austerlitz Acquisition Corp. I and Austerlitz Acquisition Corp. II. He also serves as a director of the Oxford American Literary Project, and as Chairman of the Board of the Arkansas Razorback Foundation.

Mr. Massey has a long and successful track record in corporate finance and investment banking, a financial, strategic and legal advisor to public and private businesses, and identifying, negotiating and consummating mergers and acquisitions.

We believe that Mr. Massey is able to fulfill his roles and devote sufficient time and attention to his duties as Chief Executive Officer of Cannae and as a director of the other public companies on which he serves. In particular, Cannae is a holding company engaged in managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses and Mr. Massey is not charged with overseeing the day-to-day operations of such businesses. We believe that Mr. Massey has the ability to devote sufficient time to his service on the DNB board as evidenced by his 100% attendance at board and committee meetings and his active participation in Board discussions.

JAMES A. QUELLA has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Quella is a private investor. From January 2013 until January 2023, Mr. Quella served as a Senior Advisor at Blackstone. On June 30, 2013, Mr. Quella retired as a Senior Managing Director and Senior Operating Partner at Blackstone, where he had worked since 2004. Mr. Quella was responsible for monitoring the strategy and operational performance of Blackstone’s portfolio companies and providing direct assistance in the oversight of large investments. While at Blackstone, Mr. Quella also served as a director of numerous public and private companies. Mr. Quella served on the board of CC Neuberger Principal Holdings II from August 2020 until the close of its business combination with Getty Images in July 2022, and on the boards of Michaels Stores, Inc. and The Michaels Companies, Inc., where he served as Chairman from 2019 – 2021, as well as FGL Holdings from 2017 to 2020.

Prior to joining Blackstone, Mr. Quella held various positions at Donaldson, Lufkin & Jenrette Merchant Banking Partners-CSFB Private Equity. Mr. Quella served as Managing Director and Senior Operating Partner at Credit Suisse Private Equity, LLC (formerly, CSFB Private Equity) from 2000 to 2004. Mr. Quella is a co-author of Profit Patterns: 30 Ways to Anticipate and Profit

22

 

from the Strategic Forces Reshaping Your Business. Mr. Quella received his Masters of Business Administration, with Dean’s honors, from the University of Chicago Graduate School of Business, and a B.A. in International Studies from the University of Chicago and University of Wisconsin-Madison.

Mr. Quella’s qualifications to serve on our board of directors include his substantial experience in managing businesses; his experience in mergers and acquisitions; his familiarity with corporate finance and strategic business planning activities; and his extensive experience serving as a director for various public and private companies.

GANESH B. RAO has served as a member of our board of directors since the Take-Private Transaction in February 2019. Mr. Rao is a Managing Director of THL, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the Mergers & Acquisitions Department and at Greenlight Capital, a hedge fund. Mr. Rao has served as a director of Black Knight and its predecessors since January 2014 and Ceridian HCM Holding Inc. since September 2013. In his capacity as Managing Director of THL, Mr. Rao also serves on the boards of the following privately held companies: AbacusNext, AmeriLife Group, Auction.com, HighTower Advisors, Nextech, Odessa and as a board observer of Guaranteed Rate.

Mr. Rao’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, and his experience with enhancing value at such companies, along with his expertise in corporate finance.

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 were previously divided into three classes; however, we began the process of eliminating the classification of our board at the 2021 annual meeting and culminating at our 2023 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 2024. 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.

 

William P. Foley II	Ellen R. Alemany	Douglas K. Ammerman
Chinh E. Chu	Thomas M. Hagerty	Anthony M. Jabbour
Keith J. Jackson	Ganesh B. Rao	Richard N. Massey
James A. Quella

23

 

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.” Mr. Sahai was designated as an executive officer on February 10, 2022 and Ms. Gomez was designated as an executive officer on September 21, 2022.

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.

VIRGINIA G. GOMEZ has served as our President, North America since September 2022. Ms. Gomez leads our North America business which is comprised of our Finance & Risk and Sales & Marketing businesses, Product, Marketing and Sales. Ms. Gomez previously served as Dun & Bradstreet’s Chief Product Officer from joining the Company in May 2021 until September 2022. Before joining Dun & Bradstreet, Ms. Gomez served in various leadership roles with TransUnion, including as Executive Vice President of Product and Portfolio Management from March 2020 to May 2021 and as Senior Vice President of Product Management from July 2013 to March 2020.

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, Europe and the Dun & Bradstreet Worldwide Network. Prior to joining DNB, Mr. Sahai served as President of Standard & Poor’s (S&P) Ratings from January 2014 until September 2015. Mr. Sahai previously served in various senior roles with Citigroup from August 1984 until January 2014, including Business Head of the Securities & Fund Services, CFO of Global Transaction Services and Audit & Risk Review Head of Capital Markets and Banking.

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.

24

 

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 2022, including the objectives of our compensation programs and the principles upon which our compensation programs and decisions are based.

In 2022, our named executive officers were:

Our compensation program for our named executive officers is structured to drive performance, with a particular focus on long-term results, growth and profitability. Except with respect to our Executive Chairman Mr. Foley, 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 significant transactions in Europe, such as the acquisition and integration of Bisnode, we have developed a Dun & Bradstreet Europe (DBE) cost savings achievement plan (the DBE Cost Savings Achievement Plan) that rewards our executives based on the achievement of specified levels of cost savings achieved following the applicable transactions. 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.

2022 was a strong year for Dun & Bradstreet financially and operationally. Our business continued to transform as we progressed toward achievement of our multi-year strategy. We believe that our unique mix of high-quality revenues, blue chip client base, increasing innovation, strong profitability and disciplined capital allocation differentiate us through our ability to continue delivering in modulating economic conditions. With our transformation well underway, we were able to continue integrating Bisnode, Eyeota and NetWise and successfully grow our business with significant innovations, investments 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.

Our Finance and Risk solutions continued performing well in our North America and International businesses, with particular areas of strength in our third party and supply chain risk management solutions, which have achieved double digit growth for eight consecutive quarters as of the end of 2022. Our Sales and Marketing solutions showed continued strengthening through most of the year. We finished 2022 with several new client wins and client renewals in our North America and International businesses.

25

 

We made significant operational progress in 2022, including data and analytics advancements, technological improvements and product innovations, as we continued to execute on our multi-year vision of transformation. Our Data and Analytics solutions were significantly improved in 2022 through our enhancement of the depth, breadth, quality and consistency of our data. As we seek to bring more data sets into our proprietary cloud, our technology team has been diligently working to simplify our supply chain by reducing complexity and increasing data throughput. Simultaneously, as a result of the elimination and standardization of several legacy components, we were able to improve our data consistency by nearly 60 percent in 2022.

We believe that we provide to our clients an unmatchable level of insight and we intend to continue to provide the resources our clients need to make more informed and real-time key business decisions.

Other Key Achievements in 2022

We delivered solid financial results in the year ended December 31, 2022 despite known headwinds and a challenging macro-environment. We achieved:

Adjusted Revenue, Organic Revenue, Adjusted Net Income, Adjusted Diluted Earnings per Share 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 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 2022, our executive compensation approach was generally designed with the following goals:

26

 

was implemented to drive substantial and sustained cost savings in connection with our acquisition of Bisnode, to make pay-for-performance the key driver of the cash compensation levels paid to our named executive officers. For 2022, the corporate performance measures for our Annual Incentive Plan included Adjusted Revenue, Adjusted EBITDA, new sales, Adjusted EPS 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 Revenue, Adjusted EBITDA and Adjusted EPS 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. 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.

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.

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.

27

 

Our compensation programs include the following notable best practices: 

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.

28

 

The following chart illustrates the principal elements of our named executive officer compensation program in 2022 (other than Mr. Foley):

The principal components of our executive compensation program for our named executive officers, other than our Executive Chairman Mr. Foley, in 2022 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 non-qualified stock options with an exercise condition and, for Mr. Sahai, amounts earned under our DBE Cost Savings Achievement Plan. In 2022, our compensation committee placed heavy emphasis on the at-risk, performance-based components of performance-based cash incentives and long-term equity incentives. As our Executive Chairman, Mr. Foley received an annual cash retainer of $400,000, time-based and performance-based restricted stock awards and non-qualified stock options with an exercise condition. 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, 78.9% or more of our named executive officers’ total compensation was based on performance-based incentives. Benefits comprised less than 5% of total compensation for all of our named executive officers.

The compensation committee believes a significant portion of an executive officer’s compensation generally should be allocated to compensation that effectively aligns the interests of our executives with the long-term interests of our investors. Consequently, in 2022, 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 Annual Incentive Plan. In particular, in establishing the compensation program for 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. With respect to Mr. Foley, the committee considered the critical role he plays in the formation and execution of our long-term strategic vision as we continue to execute on his value creation playbook, including undertaking strategy shifts and accelerating product expansion and innovation. In particular, the relative size of Mr. Jabbour’s and Mr. Foley’s performance-based incentives relative to other awards is reflective of the compensation committee’s subjective assessment of the value they add to our organization and its success and the importance of retaining their time and focus to the Company’s ability to execute on its strategic plan. The structure and terms of the compensation provided to Mr. Jabbour and Mr. Foley is also reflective of the role they each play within our organization, 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 Executive Chairman (and until May 2022, as its Chief Executive Officer).

29

 

The following table shows the allocation of 2022 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.

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

For our executives other than Mr. Foley, 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, Hipsher’s and Sahai’s 2022 base salaries were unchanged from 2021. In connection with Ms. Gomez’s appointment as President – North America in September 2022, her base salary was increased from $450,000 to $500,000 in light of the responsibilities of her role. Prior to her appointment as President – North America, Ms. Gomez’s salary was also increased in June 2022 from $415,000 to $450,000, as a result of Ms. Gomez assuming increased responsibilities.

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.

Annual Performance-Based Cash Incentive

In 2022, we established annual cash incentive opportunities under our Annual Incentive Plan for each of our named executive officers other than Mr. Foley, who does not receive an annual cash incentive. 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 2022 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.

30

 

In February 2022, our compensation committee approved the 2022 fiscal year financial performance objectives and a target incentive opportunity for our named executive officers (other than Mr. Foley), 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, Ms. Gomez 100% of base salary, and Mr. Sahai 110% of base salary.

With respect to Mr. Jabbour, in setting his target and maximum annual cash incentive opportunities for 2022, 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:

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 2022 performance metrics, our compensation committee considered the following:

The 2022 performance metrics and weightings were Adjusted Revenue (25%), Adjusted EBITDA (30%), new sales (25%), Adjusted EPS (10%) 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.

31

 

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 2022, 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 2022. The maximum payout for

32

 

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 2022 performance metrics, the threshold, target and maximum performance levels for each performance metric and 2022 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 Possible Payouts Under Non-Equity Incentive Plan Awards.

For 2022, we assigned a relative percentage weight of 25% to the Adjusted Revenue performance metric, 30% to the Adjusted EBITDA performance metric, 25% to the new sales performance metric, 10% to the Adjusted EPS 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 2022. 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 2022 performance metrics.

The table below shows each named executive officer’s 2022 target incentive opportunity and the amounts actually paid under the Annual Incentive Plan.

33

 

Long-Term Equity Incentives

Awards Under our Omnibus Incentive Plan

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 March 2022, we used our 2020 Omnibus Incentive Plan (the Omnibus Incentive Plan) to grant long-term incentive awards in the form of performance-based restricted stock to our named executive officers other than Mr. Foley. Mr. Foley received a time-based restricted stock award in March 2022 in connection with his service as Chairman of our board of directors.

Our business is highly competitive and we believe our senior leaders are the best in the business. The demand for and competition to hire and retain top talent in our industry has continued to increase. Accordingly, in August 2022, our compensation committee assessed the critical need to retain our talented senior leadership team, and our named executive officers (including Mr. Foley) in particular, in order to effectively execute on our board’s multi-year strategy and vision of transformation. As a part of this assessment, the committee discussed increased competition and aggressive talent recruitment within our industry and trends in retention strategies among our peer group. Following this assessment, the committee approved awards of non-qualified stock options and performance-based restricted stock (collectively the Strategy and Retention Awards) to a group of senior leaders in the Company with the greatest ability to influence and impact our execution on that strategy, including each of our named executive officers. The committee determined to link the performance-based restricted stock award to our achievement of a one-year EBITDA target and to link the non-qualified stock options to an exercisability condition related to significant growth in our stock price in order to drive continued execution of our board’s growth strategy and tie the interests of our executives to the long-term interests of our stockholders. With respect to Mr. Jabbour and Mr. Foley, the relative sizes of their awards reflects the board’s and the compensation committee’s assessment of the importance of retaining their vision, leadership and incomparable operational expertise and to creating a significant incentive to ensure their focus on the successful execution of the Company’s continued transformation.

We accrue cash dividends on unvested restricted shares, and payment of those dividends is subject to the same vesting requirements as the underlying shares—in other words, if the underlying shares do not vest, the accrued cash dividends are forfeited. We do not pay or accrue cash dividends on stock options.

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:

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 2022, 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 2022 performance-based restricted stock awards 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. With respect to Mr. Foley, the relative size of his August 2022 performance-based restricted stock award reflects the critical role Mr. Foley plays in the formation and execution of our long-term strategic vision.

Performance-based Restricted Stock

The performance-based restricted stock awards granted in March 2022 and August 2022 vest over three years based on continued employment with us and provided we achieve a performance target of Adjusted EBITDA greater than $847.3 million

34

 

for the period of January 1, 2022 to December 31, 2022. We achieved Adjusted EBITDA of $863.5 million for this period (after the effect of foreign currency exchange) for the year ended December 31, 2022.

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 to the successful execution of our strategic plan 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.”

We made the following performance-based restricted stock grants on March 10, 2022 to our named executive officers, one-third of which will vest on each of the first three anniversaries of the date of grant: Mr. Jabbour 603,137; Mr. Hipsher 211,098; Ms. Gomez 120,628; and Mr. Sahai 241,255. We also made the following performance-based restricted stock grants on August 5, 2022 to our named executive officers, one-third of which will vest on each of the first three anniversaries of the date of grant: Mr. Jabbour 629,327; Mr. Foley 314,664; Mr. Hipsher 157,332; Ms. Gomez 110,133; and Mr. Sahai 188,798. See “— Potential Payments under 2020 Omnibus Incentive Plan” for a discussion of treatment of such awards upon an occurrence of a change in control.

Non-Qualified Stock Options

The non-qualified stock options granted to our employees in August 2022 as part of the Strategy and Retention Awards have a 10-year term and vest over three years subject to continued service. The exercise price of the options is $15.89, our closing price on the New York Stock Exchange (NYSE) on the date of grant. The options are subject to an exercise condition that the options only become exercisable if the trading price of the Company’s common stock on NYSE has achieved a 20% increase from the Company’s closing price on the date of grant. This 20% increase must occur on any 20 trading days within any 30-day trading window during the term of the options.

We made the following non-qualified stock option grants in August 2022 to our named executive officers, one-third of which will vest on each of the first three anniversaries of the date of grant: Mr. Jabbour 1,547,988; Mr. Foley 773,994; Mr. Hipsher 386,997; Ms. Gomez 270,898; and Mr. Sahai 464,397. See “— Potential Payments under 2020 Omnibus Incentive Plan” for a discussion of treatment of such awards upon an occurrence of a change in control.

Time-based Restricted Stock for Increased Responsibility

Ms. Gomez’s role within our organization and her level of responsibility increased significantly in 2022, even prior to her promotion to President – North America in September 2022. In June 2022, in recognition of Ms. Gomez’s significantly increased responsibilities, we granted Ms. Gomez a time-based restricted stock award of 66,534 shares, one-third of which will vest on each of the first three anniversaries of the date of grant.

35

 

For information about the grant date fair values of the performance-based and time-based restricted stock awards and the non-qualified stock options granted to our named executive officers in 2022, see “—Summary Compensation Table.” For additional information on Mr. Foley’s compensation as our Executive Chairman in 2022, including information concerning his time-based restricted stock award granted in March 2022, see “—Mr. Foley’s Compensation as Executive Chairman.” For details on how we determined the grant date fair values, see Note 12 to our audited consolidated financial statements included in the 2022 Annual Report on Form 10-K filed on February 23, 2023.

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 vested 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. All profits interests were exchanged for shares of our common stock in 2021, and such shares of our common stock were subject to the same vesting restrictions as the profits interests following such exchange.

DBE Cost Savings Achievement Plan

In February 2021, we implemented the DBE Cost Savings Achievement Plan to grant incentive awards to certain leaders, including Mr. Sahai, in the form of cash awards. The underlying principles of our DBE Cost Savings Achievement Plan is to reward a small group of executives who would have the greatest impact on our cost savings objectives with respect to our acquisition of Bisnode. The cost savings incentives earned are based on the achievement of specified levels of cost savings achieved beginning January 11, 2021 and ending December 31, 2021, and for each calendar quarter thereafter until the Chief Executive Officer terminates the plan. Cost savings are defined as the annualized net expense savings from specific actions taken by management. For purposes of Mr. Sahai’s participation in the plan, 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 $10 million.

The amount of the incentives actually paid depends on the level of achievement of pre-established goals. In 2022, Mr. Sahai was 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 contributions to the cost savings achievement. At the end of 2022, the Chief Executive Officer determined to terminate the plan for purposes of cost savings achieved in future quarters. Accordingly, no amounts may be earned by Mr. Sahai after the fourth quarter of 2022.