Andrew Snyder
About Andrew Snyder
Andrew “Andy” Snyder, age 54, is the independent Non‑Executive Chair of Clarivate’s Board (Chair since Oct 2022; director since Dec 2021). He is CEO of Cambridge Information Group (CIG) and previously built ProQuest into a leading academic information/software provider before its sale to Clarivate in Dec 2021; earlier he spent seven years at Goldman Sachs (including a year as Assistant to the Chairman/CEO). He holds a B.S. from Wharton (cum laude) and a J.D. from Georgetown Law (magna cum laude) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge Information Group (CIG) | Chief Executive Officer | 2003–present | Built and managed portfolio; led ProQuest growth and sale to Clarivate |
| ProQuest LLC (CIG portfolio company) | Builder/operator via CIG oversight | — | Scaled to ~3,000 professionals prior to sale to CLVT (Dec 2021) |
| Goldman Sachs Group | Investor (media/tech/services PE); Assistant to Chairman/CEO (1 year) | ~7 years (pre‑CIG) | Private equity investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NewYork‑Presbyterian | Board of Trustees | — | Non‑profit governance |
| Penn Libraries | Board of Advisors | — | Academic institution advisory role |
| Blucora, Inc. | Former Director | — | Prior public co. board service |
| Shining Hope for Communities | Former Director | — | Non‑profit board |
| The Browning School | Former Director | — | Academic/non‑profit board |
Board Governance
- Independence and leadership: Snyder is an independent Non‑Executive Chair; Board Chair and CEO roles are separated. He leads agendas, presides over executive sessions, and serves as liaison between independent directors and the CEO .
- Committees: Member, Nominating & Governance; Member, Finance .
- Attendance/engagement: Board held 6 formal meetings in 2024; each director attended ≥75% of Board and relevant committee meetings; Nominating & Governance met 4x; Finance met 2x .
- Independence determination: Board determined all directors except the CEO are independent under NYSE rules and company guidelines .
- Executive sessions: Independent directors meet regularly without management, conducted by the Board Chair .
Fixed Compensation (Director Pay)
| Component | Amount | Structure/Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Standard non‑employee director retainer |
| Non‑Executive Board Chair retainer | $120,000 | Paid in shares |
| Committee chair retainers | $20,000–$30,000 | Not applicable to Snyder; he is not a committee chair |
| 2024 fees earned (Snyder) | $205,000 | Sum of $85k board retainer + $120k chair retainer; Snyder elected shares in lieu of cash (33,210 shares) |
| Reimbursements | Reasonable expenses | Travel/lodging related to duties |
Performance Compensation (Equity for Directors)
| Grant | Units/Value | Terms | Performance Link |
|---|---|---|---|
| 2024 annual RSU grant (all paid directors) | 23,741 RSUs ($165,000 @ $6.95) | Granted at 2024 AGM; vests immediately prior to next AGM (1‑year) | Time‑based only (no performance metrics) |
| Snyder 2024 stock awards total | $165,000 | Unvested 23,741 RSUs at year‑end 2024 | Time‑based |
Clarivate’s non‑employee director equity is time‑based; no options or performance‑conditioned director awards were granted in 2024 .
Other Directorships & Interlocks
| Public Company Directorships (past 5 years) | Committee Roles Elsewhere | Notable Shareholder Nomination Rights |
|---|---|---|
| None (for Snyder) | Not disclosed | LGP and Exor have nomination rights for other directors; Snyder is not an LGP/Exor designee |
Expertise & Qualifications
- Capital allocation and information services operator (CIG CEO; ProQuest value creation and exit) .
- Investment and boardroom governance; private equity background (Goldman Sachs) .
- Education: Wharton B.S. (cum laude), Georgetown Law J.D. (magna cum laude) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Detail/Notes |
|---|---|---|---|
| Andrew Snyder | 24,240,129 | 3.52% | Includes 79,416 directly held; 23,741 RSUs vesting within 60 days of Mar 10, 2025; indirect holdings via CIG entities and Snyder 2011 Family Trust (disclaimed except to pecuniary interest) |
| Director share ownership guideline | 5x annual cash board retainer | — | Directors have 5 years to comply; guideline applies to compensated directors (LGP/Onex affiliates excluded) |
| Hedging/pledging | Prohibited | — | No hedging; no pledging or margin accounts allowed under insider trading policy |
| Section 16(a) compliance | In compliance (2024) | — | Company states all officers/directors complied with filing requirements |
Related‑Party Exposure (Potential Conflicts)
| Counterparty/Relationship | Description | 2024 Impact/Terms |
|---|---|---|
| CIG (Snyder is CEO) | Finance lease assumed in ProQuest acquisition (CIG as lessor) | Interest expense $2.1M; amortization of ROU asset $0.3M; ROU asset $8.0M; lease liability $29.3M (treated as indebtedness) |
| CIG | Sublease of office space (through Jun 1, 2025) | CIG pays CLVT $22,000 per month |
| CIG affiliation | Customer/vendor arrangements | CLVT recognized $0.9M revenues and $4.8M expenses related to such arrangements |
| CIG tax adviser | Reimbursement for tax info supporting IRS exam of ProQuest | Up to $0.4M reimbursed by CLVT (paid to CIG’s adviser) |
- Process controls: Related‑party transactions are reviewed under a written policy by the Audit Committee; independence determinations consider these relationships, and the Board confirmed Snyder’s independence under NYSE/Company standards .
- RED FLAGS: Ongoing economic ties with CIG (finance lease, sublease, vendor relationships) represent recurrent related‑party exposure; monitoring for arm’s‑length terms and full Audit Committee oversight is advised .
Governance Assessment
-
Strengths/signals:
- Independent Non‑Executive Chair structure with regular executive sessions; all standing committees are fully independent .
- Strong director ownership posture (5x retainer guideline) and broad prohibitions on hedging/pledging bolster alignment .
- Board/committee activity and attendance thresholds met; Chair role central to agenda setting and information flow .
- Shareholder say‑on‑pay support was 99% in 2024, signaling investor confidence in overall governance/compensation framework (company‑wide) .
-
Watch‑items/risks:
- Material related‑party transactions with CIG while Snyder serves as independent Chair (finance lease, sublease, customer/vendor) merit continued transparency and periodic third‑party benchmarking to validate arm’s‑length terms .
- Concentrated beneficial ownership via CIG‑affiliated entities could raise perceived influence; Snyder disclaims beneficial ownership except to pecuniary interest, and Board affirmed independence .
Overall, Snyder brings deep sector and investment expertise with substantial ownership alignment; however, recurring CIG‑linked transactions are the key governance red flag to monitor through robust Audit Committee oversight and clear disclosures .