Eileen Schloss
About Eileen Schloss
Independent Class III director at CCC Intelligent Solutions (CCCS) since July 30, 2021; age 71; term expires at the fiscal year 2027 annual meeting. Former EVP, Human Resources and Real Estate at Medidata Solutions; EVP, Human Resources at Rovi; VP, Administration at Caspian Networks. Operations Advisor to Advent International since December 2019; director at Sprinklr, Inc. Education: BA in Organizational Behavior (University of San Francisco); MS in Technology Management (Pepperdine). Recognitions: NACD Directorship 100 (2022) and NACD Directorship Certification (March 2023); NACD Board Governance Fellow .
Past Roles
| Organization | Role | Tenure | Impact/Notes |
|---|---|---|---|
| Medidata Solutions, Inc. | EVP, Human Resources and Real Estate | 2012–2017 | Senior HR leadership for a public software company . |
| Rovi Corporation | EVP, Human Resources | 2007–2012 | Led HR at a public tech firm . |
| Caspian Networks, Inc. | VP, Administration | 2002–2006 | Administrative leadership at networking company . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International, L.P. | Operations Advisor | Since Dec 2019 | Sponsor affiliation; contributes operating expertise . |
| Sprinklr, Inc. | Director | Current | Public company board service; committee specifics not disclosed . |
Board Governance
- Committee assignments: Chair, Human Capital and Compensation Committee (HCCC); members Ingram and Wei; all HCCC members qualify as independent under Nasdaq and SEC rules .
- Attendance and engagement: Board met 8 times in 2024; HCCC met 5 times; each director other than Christopher Egan attended at least 75% of aggregate meetings in 2024 during their tenure .
- Independence: Board includes seven independent directors; HCCC members are independent .
- Shareholder outreach: Following 68% Say‑on‑Pay support in 2024, Schloss (as HCCC Chair) joined targeted investor engagement with top holders to discuss compensation design and feedback .
- Board leadership: Combined Chair/CEO; Eric Wei serves as presiding director to ensure independent leadership .
Fixed Compensation
| Component | Structure | 2024 Amount (E. Schloss) | Vesting/Terms |
|---|---|---|---|
| Cash retainer | $15,000 per quarter for eligible non‑employee directors | $60,000 | Paid quarterly . |
| Equity retainer (Board service) | Annual RSUs with grant‑date fair value $250,000 | Included in stock awards total | Fully vests on earlier of first anniversary or next annual meeting, subject to service . |
| Committee chair RSUs | Additional $25,000 RSUs if serving as committee chair | Included in stock awards total | Same vest terms as above . |
| Total director compensation (cash + equity) | — | $335,004 total; $60,000 cash; $275,004 stock awards | RSUs vest per policy; no options granted to directors in 2024 . |
Policy note: Directors employed by CCC or by the Advent Investor or its affiliates are not compensated; Schloss is an Advent Operations Advisor (not disclosed as an employee) and received director compensation .
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; equity awards are time‑vested RSUs (no director PSUs) .
- No options granted to non‑employee directors in 2024; Schloss held outstanding legacy options from prior plans (see Equity Ownership) .
Other Directorships & Interlocks
| Company/Entity | Relationship | Interlock/Conflict Considerations |
|---|---|---|
| Sprinklr, Inc. | Director | No CCCS-related transactions disclosed; informational interlock only . |
| Advent International | Operations Advisor; CCCS shareholder | Shareholder Rights Agreement grants Advent designation rights for directors and committee presence; Schloss designated by Advent; governance mitigants include independent committees and related‑party policy . |
| CCCS–Advent transaction | 7M share repurchase from Advent (Mar 3, 2025) | Approved by Audit Committee of independent, disinterested directors; priced at $10.325 per share; enhances alignment if reduces sponsor overhang . |
Expertise & Qualifications
- Human capital and compensation strategy; long‑tenured HR executive in public software companies .
- NACD credentials (Directorship 100; Certification; Governance Fellow), indicating commitment to governance best practices .
- Software/technology industry experience and public company board experience (Sprinklr) .
Equity Ownership
| Item | Detail | Notes |
|---|---|---|
| Shares beneficially owned | 77,612 shares | Less than 1% of shares outstanding . |
| Unvested/near‑term RSUs | 23,565 RSUs vesting within 60 days of Apr 1, 2025 | Footnote indicates RSUs anticipated to vest within 60 days . |
| Options outstanding | 51,083 options (non‑employee director legacy) | Outstanding as of Dec 31, 2024; exercisability timing not detailed . |
| Contingent earnout right | 6,398 CCC Earnout Shares (price‑target contingent) | Excluded from beneficial ownership table main counts; contingent on trading price or change of control . |
| Hedging/pledging | Prohibited without pre‑approval under Insider Trading Policy | Anti‑hedging and anti‑pledging policies in place . |
| Director ownership guideline | 3x annual cash fees for non‑employee directors | Expected to meet within five years; individual compliance not disclosed . |
Governance Assessment
- Strengths: Independent HCCC chaired by Schloss; use of independent compensation consultant (Alpine Rewards) with no conflicts; clear clawback policy; stock ownership guidelines; anti‑hedging/pledging; no single‑trigger CIC vesting; robust committee charters and meeting cadence .
- Engagement signal: HCCC Chair’s direct involvement in shareholder outreach following a 68% Say‑on‑Pay vote suggests responsiveness to investor feedback and willingness to refine program design over time .
- Potential conflicts/red flags:
- Sponsor influence: Advent’s rights to designate directors and ensure committee representation; Schloss’s Advent advisory role elevates perceived influence risk. Mitigants include independence standards, Audit Committee oversight of related‑party matters, and a formal related‑party policy (no >$120k related‑party transactions in 2024) .
- Say‑on‑Pay support at 68% in 2024 is below typical peer medians, signaling investor scrutiny of compensation structures; continued engagement and pay‑for‑performance alignment are key .
- Combined Chair/CEO structure offset by presiding director role; effectiveness depends on independent oversight practiced in committees .
- Net view: Schloss brings deep HR/compensation expertise and governance credentials to HCCC chair responsibilities, with active shareholder engagement and formal policies strengthening alignment. Monitor sponsor influence dynamics and future say‑on‑pay outcomes to gauge ongoing investor confidence .