Githesh Ramamurthy
About Githesh Ramamurthy
Chairman and CEO of CCC Intelligent Solutions since 1999 (Chairman since 2000); joined CCC in 1992 after serving as a founding member and head of technology at Sales Technologies. Age 64; education: B.S. Electrical Engineering (IIT), M.S. Computer Science (Georgia Tech), Harvard Business School Executive Management Program . FY2024 performance: revenue $944.8M (+9% YoY), adjusted EBITDA $397.4M (+12% YoY), 42% adjusted EBITDA margin . Since going public (measured from Aug 2, 2021) supplemental TSR is +17% vs peer group +18% through Dec 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CCC Intelligent Solutions | Chief Technology Officer | 1992–1999 | Led technology through early platform build-out |
| CCC Intelligent Solutions | President | 1997–2000 | Oversaw operations ahead of CEO transition |
| CCC Intelligent Solutions | Chief Executive Officer | 1999–Present | Long-tenured CEO across private-to-public transition |
| CCC Intelligent Solutions | Chairman of the Board | 2000–Present | Combined Chair/CEO leadership; presiding director in place |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sales Technologies (acquired by D&B) | Founding member, Head of Technology | Pre-1992 | Early enterprise software leadership experience |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary | $836,568 | $867,860 | $901,923 |
| Base Salary Rate (as of March) | – | $875,000 | $910,000 |
| Bonus (AIP) | – | – | Not eligible (per 2021 equity agreements) |
| Stock Awards (Grant-date FV) | – | $53,664,000 (value increase from 2021 TSR PSU modification) | – |
| All Other Compensation | $12,207 | $17,626 | $44,365 (incl. $25,028 financial planning; parking gross-up $662) |
| Total Compensation | $848,775 | $54,549,486 | $946,288 |
Performance Compensation
- CEO did not participate in FY2024 AIP and received no FY2024 equity grant under the 2021 plan (per 2021 award terms) .
CEO long-term performance awards and outcomes:
| Award (Grant) | Metric | Performance Period | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| 2021 PSUs (modified 12/14/2023) | Relative TSR vs Russell 3000 | 8/2/2021–12/31/2024 | 100% | 100% | 4,800,000 shares distributed 2/27/2025 |
| 2021 RSUs | Time-based | 4-year ratable | n/a | n/a | 600,000 unvested units at 12/31/2024; market value $7.038M |
Company AIP calibration (context for pay-for-performance):
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Company Factor |
|---|---|---|---|---|---|---|
| Revenue (ex-China) | 60% | $919.7M | $952.4M | $1,045.3M | $938.0M | 74.8% total company factor (aggregate) |
| Adjusted EBITDA (ex-China; bonus impact removed) | 40% | $414.7M | $438.9M | $490.3M | $423.1M | 74.8% total company factor (aggregate) |
Vesting mechanics:
- RSUs: 25% per year over 4 years from grant date (subject to service) .
- 2024 PSUs (for other NEOs): 50% revenue CAGR and 50% adjusted EBITDA margin over 3 years (50%–200% payout) .
- 2017 time-based options: 20% per year over 5 years; various grants .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (4/1/2025) | 36,286,713 shares; 5.40% of outstanding |
| Components (footnote) | 23,114,393 shares held outright; 13,172,320 shares underlying options exercisable or within 60 days; CEO has committed to cashless exercise approach for these options |
| Outstanding CEO equity at 12/31/2024 | Options: 9,365,143 @ $2.50 exp. 7/10/2027; 3,365,143 @ $2.50 exp. 7/10/2027; 442,034 @ $8.58 exp. 1/13/2031 |
| Unvested RSUs at 12/31/2024 | 600,000 units; market value $7.038M at $11.73 |
| 2021 TSR PSUs (as of 12/31/2024) | 4,800,000 “unearned” units; certified at 100% and distributed 2/27/2025 |
| Exercises/Vesting (FY2024) | Options exercised: 6,000,000 shares; value realized $54,931,642. Stock awards vested: 6,306,720 shares; value realized $73,158,355 |
| Ownership guidelines | CEO guideline 6x base salary; non-employee directors 3x annual cash fees. 5-year compliance window; only shares held outright count |
| Hedging/pledging | Prohibited without pre-approval; pledging and margin accounts generally prohibited |
| Clawback | Nasdaq- and Exchange Act-compliant clawback for excess incentive-based comp upon a restatement |
Commentary on selling pressure and alignment:
- FY2024 option exercises and significant RSU vesting indicate potential supply, but exercises reflect intrinsic value realization and do not by themselves evidence open-market selling; company policy restricts hedging/pledging without pre-approval, supporting alignment .
- Direct share ownership (23.1M) materially exceeds the 6x salary ownership guideline, reinforcing alignment with shareholders .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment agreement | Initial 3-year term (April 2017) with auto one-year renewals; current base salary rate $910,000 (as of March 2024); target bonus 100% of base salary (though CEO did not participate in FY2024 AIP per 2021 equity terms) |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 24 months of monthly cash equal to (base + target bonus)/12; pro-rata annual bonus; up to 24 months COBRA subsidy; release required |
| Non-compete / Non-solicit | 24 months post-employment; plus confidentiality and IP assignment |
| Change-in-control equity | If awards not assumed: unvested RSUs vest; PSUs settle in cash at greater of actual/target as of CIC; if assumed: convert PSUs to RSUs based on greater of actual/target, vest at performance period end; unvested RSUs accelerate on termination without cause within 1 year post-CIC (double-trigger) |
| Clawback, Hedging, Pledging | Clawback policy adopted; hedging and pledging require pre-approval; margin pledges prohibited |
Board Governance
- Director service: Board member since July 30, 2021; served on predecessor boards since 1999; Class III director (term expires FY2027). Chairman of the Board since 2000; CEO since 1999 .
- Board structure: Combined Chair/CEO roles; Board appoints a presiding (lead independent) director (Eric Wei) to ensure independent leadership; rationale provided for combined roles .
- Committees: CEO does not serve on Audit, Human Capital & Compensation, or Nominating & Corporate Governance committees; these committees consist of independent directors .
- Meetings and attendance: In FY2024 the Board held 8 meetings; each director other than Christopher Egan attended at least 75% of meetings and committees served .
- Director compensation: Non-employee directors receive cash retainers and RSU grants; employees (including CEO) receive no additional director compensation .
Say-on-Pay & Shareholder Feedback
| Item | FY2024 Outcome |
|---|---|
| Say-on-pay approval | ~68% approval at 2024 annual meeting |
| Engagement | Targeted outreach to top 10 holders (excluding Advent), covering ~42% of outstanding shares; feedback considered; no specific FY2025 plan design changes announced |
Compensation Committee & Peer Group
- Independent consultant: Alpine Rewards (retained since Nov 2023); no conflicts identified .
- 2024 peer group: 20 U.S. software companies (e.g., Altair, BlackLine, Informatica, Procore, Guidewire, PTC, Tyler, Veeva) used for market referencing; adjustments from 2023 reflect M&A and criteria .
- Governance practices: Stock ownership guidelines, pay-for-performance orientation, clawback policy; hedging/pledging restricted; no SERP; dilution monitored .
Performance & Track Record
| Metric | FY2024 | Notes |
|---|---|---|
| Revenue | $944.8M; +9% YoY | Strength in repair facilities (+1,000 rooftops to >30,500), AI solution adoption, and cross-sell in Casualty |
| Adjusted EBITDA | $397.4M; +12% YoY | 42% margin |
| Supplemental TSR since 8/2/2021 | +17% (Company) vs +18% (Peer Group) through 12/31/2024 | 2021 TSR PSUs paid out at 100% |
| Strategic moves | Announced IX Cloud architecture; acquired EvolutionIQ (closed Jan 2025) to expand into disability/workers’ comp and add advanced AI capabilities |
Risk Indicators & Red Flags
- 2023 PSU modifications: 2021/2022 TSR-based PSUs modified on Dec 14, 2023; CEO’s 2023 stock compensation reflects increase from modification; investors noted this in engagement .
- Say-on-pay support: 68% indicates mixed support and ongoing investor scrutiny of pay design and special equity actions .
- Insider activity: Significant option exercises and vesting in 2024 (intrinsic value realized ~$54.9M on option exercises; vesting value ~$73.2M) could create supply overhang if sold; hedging/pledging constrained by policy .
- Policies: Clawback in place; anti-hedging/pledging restrictions; no single-trigger language in “what we don’t do,” but award agreements allow specific CIC treatments if awards are not assumed—investors may assess consistency .
Compensation Structure Analysis
- Cash vs equity mix: CEO 2024 pay mix was base salary only per 2021 award agreements; no AIP or new equity granted in 2024 .
- Metric rigor: Company-wide AIP metrics weighted to revenue (60%) and adjusted EBITDA (40%); 74.8% payout for participants indicates below-target performance vs plan .
- Ownership alignment: 5.40% beneficial ownership and substantial direct holdings indicate strong alignment; pledging/hedging discouraged .
- Perquisites/gross-ups: Limited perquisites; minor tax gross-ups were provided (e.g., parking) .
Employment Terms (Severance & CIC Economics) – Summary Table
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination w/o cause or for good reason (no CIC) | 24 months of (base + target bonus)/12 | Pro-rata annual bonus | Up to 24 months COBRA subsidy | Per award terms; no automatic acceleration unless specified |
| Death/Disability | n/a | n/a | n/a | RSUs: next tranche vests; PSUs: prorated at target; illustrative values shown by NEO at 12/31/2024 |
| Change-in-control (awards not assumed) | n/a | n/a | n/a | RSUs accelerate; PSUs settle at greater of actual/target as of CIC; remainder forfeited |
| Change-in-control (awards assumed), then involuntary termination within 1 year | n/a | n/a | n/a | Converted RSUs (from PSUs) and assumed RSUs accelerate (double-trigger) |
Board Service History, Committees, and Dual-role Implications
- Board service: Director since 2021; previously on predecessor boards since 1999 .
- Committees: Does not sit on Audit, Human Capital & Compensation, or Nominating & Corporate Governance committees; committees are independent .
- Dual-role (CEO + Chairman): Board’s governance provides a presiding (lead independent) director (Eric Wei) and independent committee structure to mitigate concentration of authority .
- Attendance: Board met 8 times in 2024; all directors except one (Egan) met 75%+ attendance; implies CEO’s attendance ≥75% .
Investment Implications
- Alignment: Large direct ownership (5.40%) and no pledging absent pre-approval suggest strong alignment; CEO materially exceeds ownership guideline .
- Overhang/catalysts: 2021 TSR PSUs paid 4.8M shares in Feb 2025; combined with 2024 option exercises and recurring RSU vesting, watch for potential insider supply; however, long-term equity structure (RSU/PSU with performance conditions) remains aligned with growth and margin expansion .
- Pay design scrutiny: 2024 say-on-pay at 68% and prior PSU modifications indicate governance focus; continued delivery on revenue and adjusted EBITDA (2024: +9%/+12%) and integration of EvolutionIQ/IX Cloud will be important to justify realized pay .
- Retention/transition risk: Employment terms provide robust protection (24-month severance and double-trigger CIC vesting), reducing unplanned transition risk; 24-month non-compete/non-solicit strengthens retention and protects IP .