CLARIVATE PLC, PRE 14A filed on 3/17/2025
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CLARIVATE PLC
Entity Central Index Key 0001764046
v3.25.1
Pay vs Performance Disclosure
 5 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2024
Aug. 09, 2024
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
The following table sets forth the compensation for each of our Chief Executive Officers during 2024 and the average compensation for our other named executive officers, both as reported in the 2024 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (“CAP”) to such individuals, as defined under SEC rules, for each of 2024, 2023, 2022, 2021, and 2020. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, Net Income and Adjusted EBITDA (our Company-selected measure) over such years in accordance with SEC rules.
​
Fiscal
Year
​ ​
Summary
Compensation
Table Total for
First PEO(1)
​ ​
Compensation
Actually Paid
to First PEO(5)
​ ​
Summary
Compensation
Table Total for
Second PEO(1)
​ ​
Compensation
Actually Paid
to Second
PEO(5)
​ ​
Summary
Compensation
Table Total for
Third PEO(1)
​ ​
Compensation
Actually Paid
to Third PEO(5)
​ ​
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(2)
​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs(5)
​ ​
Value of Initial Fixed $100
Investment Based On:
​ ​
Net
Income/​
(Loss)(4)
​ ​
Adjusted
EBITDA
​
​
Total
Shareholder
Return
​ ​
Peer Group
Total
Shareholder
Return(3)
​
​
(a)
​ ​
(b)
​ ​
(c)
​ ​
(b)
​ ​
(c)
​ ​
(b)
​ ​
(c)
​ ​
(d)
​ ​
(e)
​ ​
(f)
​ ​
(g)
​ ​
(h)
​ ​
(i)
​
​ 2024 ​ ​ ​ ​ 4,844,251 ​ ​ ​ ​ ​ 3,866,509 ​ ​ ​ ​ ​ 21,865,641 ​ ​ ​ ​ ​ 1,623,752 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 4,596,255 ​ ​ ​ ​ ​ 1,535,438 ​ ​ ​ ​ ​ 30.24 ​ ​ ​ ​ ​ 152.33 ​ ​ ​ ​ ​ (668,000,000) ​ ​ ​ ​ ​ 1,060,400,000 ​ ​
​ 2023 ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 12,478,373 ​ ​ ​ ​ ​ 10,579,394 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 5,681,364 ​ ​ ​ ​ ​ 5,657,407 ​ ​ ​ ​ ​ 55.12 ​ ​ ​ ​ ​ 191.27 ​ ​ ​ ​ ​ (986,600,000) ​ ​ ​ ​ ​ 1,117,200,000 ​ ​
​ 2022 ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 8,375,608 ​ ​ ​ ​ ​ 5,440,653 ​ ​ ​ ​ ​ 4,538,176 ​ ​ ​ ​ ​ (2,164,082) ​ ​ ​ ​ ​ 2,644,643 ​ ​ ​ ​ ​ (226,698) ​ ​ ​ ​ ​ 49.64 ​ ​ ​ ​ ​ 148.65 ​ ​ ​ ​ ​ (4,035,600,000) ​ ​ ​ ​ ​ 1,112,700,000 ​ ​
​ 2021 ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 5,319,950 ​ ​ ​ ​ ​ 2,813,040 ​ ​ ​ ​ ​ 4,404,432 ​ ​ ​ ​ ​ 3,903,063 ​ ​ ​ ​ ​ 140.00 ​ ​ ​ ​ ​ 188.32 ​ ​ ​ ​ ​ (311,956,000) ​ ​ ​ ​ ​ 800,400,000 ​ ​
​ 2020 ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ 20,672,203 ​ ​ ​ ​ ​ 17,397,284 ​ ​ ​ ​ ​ 2,584,121 ​ ​ ​ ​ ​ 5,873,874 ​ ​ ​ ​ ​ 176.85 ​ ​ ​ ​ ​ 131.74 ​ ​ ​ ​ ​ (350,625,000) ​ ​ ​ ​ ​ 486,600,000 ​ ​
(1)
The first PEO is Matti Shem Tov, the second PEO is Jonathan Gear, and the third PEO is Jerre Stead. Mr. Stead became Chairman Emeritus of the Board on October 21, 2022, and receives no compensation for this position. Amounts in this column for Messrs. Gear and Stead have been adjusted to reflect the base salary earned by Messrs. Gear and Stead during the applicable fiscal year.
​
(2)
The 2024 and 2023 NEOs are: Jonathan Collins, Bar Veinstein, Henry Levy, and Gordon Samson. The 2022 NEOs are: Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, and Stefano Maestri; the 2021 NEOs are Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, Mukhtar Ahmed, Richard Hanks, and Jeff Roy; the 2020 NEOs are Richard Hanks, Mukhtar Ahmed, Jeff Roy, and Stephen Hartman. Amounts in this column have been adjusted to reflect the base salary earned by the NEO during the applicable fiscal year.
​
(3)
Our TSR peer group is the peer group used for purposes of the “stock performance graph” in Clarivate’s Annual Report on Form 10-K and consists of the following companies: FactSet Research Inc., Gartner Inc., Moody’s Corporation, MSCI Inc., S&P Global Inc., and Verisk Analytics, Inc.
​
(4)
Our 2024, 2023 and 2022 net income (loss) attributable to ordinary shares, as reported under U.S. GAAP, includes goodwill and intangible asset impairments of $540.7 million, $979.9 million and $4,449.1 million, respectively.
​
(5)
The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2024. We paid no dividends during 2024, and thus no adjustments were made on account of dividend payments. CAP does not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our HRCC in regard to the PEOs’ and our other NEOs’ compensation for fiscal year 2024, see “Compensation Discussion and Analysis,” above.
​
​
Fiscal
Year
 ​ ​ ​
Summary
Compensation
Table Total for
First PEO
 ​ ​ ​
Exclusion
of Stock
Awards &
Option
Awards
 ​ ​ ​
Year-End
Fair Value
of
Unvested
Equity
Granted
During the
Current
Year
(a)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Vested
During the
Current
Year
(b)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Remained
Unvested
at End of
Current
Year
(c)
 ​ ​ ​
Fair Value
at Vest of
Awards
Granted
and
Vested
During the
Current
Year
(d)
 ​ ​ ​
Prior
Year-End
Fair Value
of Prior
Awards
That
Forfeited
During the
Current
Year
(e)
 ​ ​ ​
Inclusion
of Equity
Values
(a) + (b) +
(c) + (d) - (e)
 ​ ​ ​
Compensation
Actually Paid
to First PEO
 ​
​ 2024 ​ ​ ​
4,844,251
​ ​ ​
(4,209,999)
​ ​ ​
3,232,257
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
3,232,257
​ ​ ​
3,866,509
​
​
Fiscal
Year
 ​ ​ ​
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
 ​ ​ ​
Exclusion
of Stock
Awards &
Option
Awards
 ​ ​ ​
Year-End
Fair Value
of
Unvested
Equity
Granted
During the
Current
Year
(a)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Vested
During the
Current
Year
(b)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Remained
Unvested
at End of
Current
Year
(c)
 ​ ​ ​
Fair Value
at
Vest of
Awards
Granted
and
Vested
During the
Current
Year
(d)
 ​ ​ ​
Prior
Year-End
Fair Value
of Prior
Awards
That
Forfeited
During the
Current
Year
(e)
 ​ ​ ​
Inclusion
of Equity
Values
(a) + (b) +
(c) +(d) - (e)
 ​ ​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs
 ​
​ 2024 ​ ​ ​ ​ ​ 4,596,255 ​ ​ ​ ​ ​ ​ (3,499,905) ​ ​ ​ ​ ​ ​ 2,529,147 ​ ​ ​ ​ ​ ​ (358,448) ​ ​ ​ ​ ​ ​ (1,728,377) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 3,234 ​ ​ ​ ​ ​ ​ 439,088 ​ ​ ​ ​ ​ ​ 1,535,438 ​ ​
       
Company Selected Measure Name     AdjustedEBITDA        
Named Executive Officers, Footnote    
(1)
The first PEO is Matti Shem Tov, the second PEO is Jonathan Gear, and the third PEO is Jerre Stead. Mr. Stead became Chairman Emeritus of the Board on October 21, 2022, and receives no compensation for this position. Amounts in this column for Messrs. Gear and Stead have been adjusted to reflect the base salary earned by Messrs. Gear and Stead during the applicable fiscal year.
(2)
The 2024 and 2023 NEOs are: Jonathan Collins, Bar Veinstein, Henry Levy, and Gordon Samson. The 2022 NEOs are: Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, and Stefano Maestri; the 2021 NEOs are Jonathan Collins, Steen Lomholt-Thomsen, Gordon Samson, Mukhtar Ahmed, Richard Hanks, and Jeff Roy; the 2020 NEOs are Richard Hanks, Mukhtar Ahmed, Jeff Roy, and Stephen Hartman. Amounts in this column have been adjusted to reflect the base salary earned by the NEO during the applicable fiscal year.
       
Peer Group Issuers, Footnote    
(3)
Our TSR peer group is the peer group used for purposes of the “stock performance graph” in Clarivate’s Annual Report on Form 10-K and consists of the following companies: FactSet Research Inc., Gartner Inc., Moody’s Corporation, MSCI Inc., S&P Global Inc., and Verisk Analytics, Inc.
       
Adjustment To PEO Compensation, Footnote    
(5)
The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2024. We paid no dividends during 2024, and thus no adjustments were made on account of dividend payments. CAP does not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our HRCC in regard to the PEOs’ and our other NEOs’ compensation for fiscal year 2024, see “Compensation Discussion and Analysis,” above.
​
​
Fiscal
Year
 ​ ​ ​
Summary
Compensation
Table Total for
First PEO
 ​ ​ ​
Exclusion
of Stock
Awards &
Option
Awards
 ​ ​ ​
Year-End
Fair Value
of
Unvested
Equity
Granted
During the
Current
Year
(a)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Vested
During the
Current
Year
(b)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Remained
Unvested
at End of
Current
Year
(c)
 ​ ​ ​
Fair Value
at Vest of
Awards
Granted
and
Vested
During the
Current
Year
(d)
 ​ ​ ​
Prior
Year-End
Fair Value
of Prior
Awards
That
Forfeited
During the
Current
Year
(e)
 ​ ​ ​
Inclusion
of Equity
Values
(a) + (b) +
(c) + (d) - (e)
 ​ ​ ​
Compensation
Actually Paid
to First PEO
 ​
​ 2024 ​ ​ ​
4,844,251
​ ​ ​
(4,209,999)
​ ​ ​
3,232,257
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
—
​ ​ ​
3,232,257
​ ​ ​
3,866,509
​
       
Non-PEO NEO Average Total Compensation Amount     $ 4,596,255 $ 5,681,364 $ 2,644,643 $ 4,404,432 $ 2,584,121
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,535,438 5,657,407 (226,698) 3,903,063 5,873,874
Adjustment to Non-PEO NEO Compensation Footnote    
(5)
The following tables show what adjustments were made to the summary compensation table total to calculate CAP for 2024. We paid no dividends during 2024, and thus no adjustments were made on account of dividend payments. CAP does not reflect the actual amount of compensation earned by or paid to the PEOs and our other NEOs during the applicable year. For information regarding the decisions made by our HRCC in regard to the PEOs’ and our other NEOs’ compensation for fiscal year 2024, see “Compensation Discussion and Analysis,” above.
​
Fiscal
Year
 ​ ​ ​
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
 ​ ​ ​
Exclusion
of Stock
Awards &
Option
Awards
 ​ ​ ​
Year-End
Fair Value
of
Unvested
Equity
Granted
During the
Current
Year
(a)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Vested
During the
Current
Year
(b)
 ​ ​ ​
Change in
Fair Value
of Prior
Awards
That
Remained
Unvested
at End of
Current
Year
(c)
 ​ ​ ​
Fair Value
at
Vest of
Awards
Granted
and
Vested
During the
Current
Year
(d)
 ​ ​ ​
Prior
Year-End
Fair Value
of Prior
Awards
That
Forfeited
During the
Current
Year
(e)
 ​ ​ ​
Inclusion
of Equity
Values
(a) + (b) +
(c) +(d) - (e)
 ​ ​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs
 ​
​ 2024 ​ ​ ​ ​ ​ 4,596,255 ​ ​ ​ ​ ​ ​ (3,499,905) ​ ​ ​ ​ ​ ​ 2,529,147 ​ ​ ​ ​ ​ ​ (358,448) ​ ​ ​ ​ ​ ​ (1,728,377) ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 3,234 ​ ​ ​ ​ ​ ​ 439,088 ​ ​ ​ ​ ​ ​ 1,535,438 ​ ​
       
Compensation Actually Paid vs. Total Shareholder Return    
[MISSING IMAGE: bc_comppaidvstsr-pn.jpg]
       
Compensation Actually Paid vs. Net Income    
[MISSING IMAGE: bc_comppaidvsnetincome-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure    
[MISSING IMAGE: bc_comppaidvsebitda-pn.jpg]
       
Total Shareholder Return Vs Peer Group    
[MISSING IMAGE: lc_compvspeertsr-pn.jpg]
       
Tabular List, Table    
The following is an unranked list of the performance measures we have determined as our most important performance measures used to link CAP to our NEOs to Company performance in the most recently completed fiscal year:
Revenue
​
Free cash flow
​
Adjusted EBITDA
​
Adjusted diluted EPS
​
Relative TSR
       
Total Shareholder Return Amount     $ 30.24 55.12 49.64 140 176.85
Peer Group Total Shareholder Return Amount     152.33 191.27 148.65 188.32 131.74
Net Income (Loss)     $ (668,000,000) $ (986,600,000) $ (4,035,600,000) $ (311,956,000) $ (350,625,000)
Company Selected Measure Amount     1,060,400,000 1,117,200,000 1,112,700,000 800,400,000 486,600,000
Goodwill, Impairment Loss     $ 540,700,000 $ 979,900,000 $ 4,449,100,000    
Measure:: 1              
Pay vs Performance Disclosure              
Name     Revenue        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Free cash flow        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Adjusted diluted EPS        
Measure:: 5              
Pay vs Performance Disclosure              
Name     Relative TSR        
First PEO [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 4,844,251        
PEO Actually Paid Compensation Amount     3,866,509        
PEO Name Matti Shem Tov            
Second PEO [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     21,865,641 12,478,373 8,375,608    
PEO Actually Paid Compensation Amount     1,623,752 $ 10,579,394 5,440,653    
PEO Name   Jonathan Gear          
Third PEO [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         4,538,176 $ 5,319,950 $ 20,672,203
PEO Actually Paid Compensation Amount         $ (2,164,082) $ 2,813,040 $ 17,397,284
PEO | First PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,209,999)        
PEO | First PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,232,257        
PEO | First PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,232,257        
PEO | First PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | First PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | First PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
PEO | First PEO [Member] | Prior Year End Fair Value Of Prior Awards That Forfeited During the Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (3,499,905)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     439,088        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,529,147        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,728,377)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (358,448)        
Non-PEO NEO | Prior Year End Fair Value Of Prior Awards That Forfeited During the Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 3,234        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Annual LTI awards to NEOs are typically granted in the first quarter of the year, although LTI awards may also be granted to NEOs as part of the hiring process, in connection with a promotion or change
in responsibility or in response to extraordinary circumstances. The HRCC approves the type and number of awards to be granted and the performance criteria for awards. For all such grants, the grant date is no earlier than the date of HRCC approval. Awards are not spring-loaded or otherwise timed to take advantage of material nonpublic information, and the Company does not manipulate the timing of the public release of information to increase the value of an award.
The HRCC has delegated to the CEO and the SVP, Head of People the authority to grant equity awards, including annual LTI awards, to eligible employees (other than the CEO, the SVP, Head of People, and persons subject to Section 16 of the Exchange Act), provided the total awards remain within specified limits and subject to terms and conditions approved by the HRCC. In addition, on a quarterly basis, the HRCC reviews the shares granted from this award budget.
Award Timing Method
Annual LTI awards to NEOs are typically granted in the first quarter of the year, although LTI awards may also be granted to NEOs as part of the hiring process, in connection with a promotion or change
in responsibility or in response to extraordinary circumstances. The HRCC approves the type and number of awards to be granted and the performance criteria for awards. For all such grants, the grant date is no earlier than the date of HRCC approval. Awards are not spring-loaded or otherwise timed to take advantage of material nonpublic information, and the Company does not manipulate the timing of the public release of information to increase the value of an award.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The HRCC approves the type and number of awards to be granted and the performance criteria for awards. For all such grants, the grant date is no earlier than the date of HRCC approval. Awards are not spring-loaded or otherwise timed to take advantage of material nonpublic information, and the Company does not manipulate the timing of the public release of information to increase the value of an award.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true