Anthony Munk
About Anthony Munk
Anthony Munk (age 64) is Vice Chairman of Onex Corporation and Chair of Onex Partners’ Private Equity Investment Committee; he has served on Clarivate’s board since May 2019 and was Clarivate’s Lead Independent Director from May 2020 to October 2022. He holds a B.A. (Honors) in Economics from Queen’s University and previously worked at First Boston (Vice President, London) and Guardian Capital Group (Analyst). The Board has determined he is independent under NYSE standards and Clarivate’s Corporate Governance Guidelines. He is nominated for re‑election at the May 7, 2025 AGM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Boston Corporation | Vice President (London) | Not disclosed | Investment banking experience |
| Guardian Capital Group | Analyst (Toronto) | Not disclosed | Buy-side analysis background |
| Clarivate Plc | Lead Independent Director | May 2020 – Oct 2022 | Strengthened independent oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onex Corporation | Vice Chairman; Chair, Onex Partners’ PE Investment Committee | Joined Onex in 1988 | Private equity leadership and transaction oversight |
| Emerald Holding, Inc. (NYSE:EEX) | Director | Since May 2020 | Not disclosed |
| WireCo Worldgroup Inc. (private) | Director | Not disclosed | Not disclosed |
| Prior public company boards: JELD‑WEN Holding, Barrick Gold, Cineplex, Husky Injection Molding Systems, RSI Home Products, SGS&Co, SMG Holdings, Jack’s Family Restaurants, Save‑A‑Lot | Director (prior) | Not disclosed | Broad governance experience across industrials and consumer |
Board Governance
- Independence: Board affirmed independence of all current directors other than the CEO; Munk is classified as independent.
- Committee assignments: Audit Committee member; Finance Committee member (not chair). Audit met 4 times in 2024; Finance met 2 times in 2024.
- Attendance: The Board held six formal meetings in 2024; each director attended at least 75% of total Board and committee meetings on which they served; 11 of 12 directors attended the 2024 AGM.
- Executive sessions and structure: Independent Chair; regular executive sessions without management; 100% independent Board committees.
- Nomination context: LGP has nominating rights under the 2020 Investor Rights Agreement; Exor has a board designee under the March 4, 2024 Investment Agreement.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director fees (cash) | $0 | Munk did not receive compensation in 2024 as an affiliate of Onex. |
| Director stock awards (RSUs) | $0 | No RSUs granted to Munk in 2024 due to affiliate status. |
| Total director compensation | $0 | As reported in the non‑employee director compensation table. |
Reference program levels for compensated directors (context): Board annual retainer $85,000; Committee Chair retainers $20,000–$30,000; annual RSU award $165,000, vesting before next AGM. Munk is not subject to these given affiliate status.
Performance Compensation
| Element | Metric(s) | Terms | Applicability to Munk |
|---|---|---|---|
| Annual equity (RSUs) for non‑employee directors | Time‑based vesting (no performance metrics) | Grants sized at $165,000, vest before next AGM | Not applicable; Munk received no RSUs as an affiliate of Onex. |
Clarivate’s performance‑based PSU framework applies to executives (NEOs), not directors; there are no director performance metrics tied to pay.
Other Directorships & Interlocks
| Relationship | Details | Governance Relevance |
|---|---|---|
| Onex beneficial ownership | Onex beneficially owns 41,917,137 Clarivate shares (6.08% of outstanding) via affiliated entities; Onex’s control person is Gerald W. Schwartz. | Munk’s senior role at Onex plus Onex’s >5% ownership represents a potential influence channel; Board has reviewed independence and affirmed it. |
| Nomination agreements | LGP holds rights to nominate 2 directors ≥10% ownership, 1 director ≥5%; Exor has a designee conditioned on ≥5% ownership. | Finance Committee composition includes LGP nominee as Chair; Munk serves as member alongside other investor‑affiliated directors, necessitating robust committee independence oversight. |
Expertise & Qualifications
- Financial and transaction expertise: Decades of private equity leadership; chair of PE investment committee; extensive board service across industrials, resources, media, and consumer.
- Capital allocation and M&A: Experience in strategic and financing transactions; relevant to Clarivate’s Finance Committee mandate.
- Education: B.A. (Honors) in Economics, Queen’s University.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Anthony Munk | — | * | No individual share count reported for Munk in the beneficial ownership table (less than 1% indicated by asterisk). |
| Onex Corporation and affiliated entities | 41,917,137 | 6.08% | Multiple affiliated entities hold Clarivate shares; beneficial ownership and control relationships detailed in proxy footnotes. |
- Director stock ownership guidelines: Independent directors must hold ≥5x annual cash board retainer; affiliates of LGP and “Onyx” (Onex) do not receive director compensation and are not subject to the holding requirement.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and senior executives.
- Section 16 compliance: Company reports timely compliance by officers, directors, and >10% holders for 2024.
Governance Assessment
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Strengths
- Independent status affirmed; extensive financial expertise; prior service as Lead Independent Director strengthens board oversight credentials.
- Audit and Finance committee membership aligns with skillset; committees are fully independent; regular executive sessions.
- Board‑level attendance thresholds met; structured governance documents, ownership guidelines, and anti‑hedging/pledging policies.
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Potential Risks / RED FLAGS
- Investor affiliation: Senior role at a ≥5% shareholder (Onex) while serving on Finance Committee could create perceived influence or conflicts; independence affirmed after board review, but investors should monitor related‑party disclosures and committee decision‑making.
- Alignment via personal ownership/comp: Munk receives no director fees or RSUs and is exempt from stock ownership guidelines, which can reduce direct personal pay‑for‑performance alignment at the director level (though Onex’s stake provides alignment at the shareholder level).
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Additional observations
- Related‑party transactions disclosed for other investor affiliates (CIG/Exor); none disclosed specific to Onex beyond beneficial ownership. Continued Audit Committee oversight of related‑party approvals is important.
- Say‑on‑pay support was ~99% in 2024 for executive compensation, indicating broader shareholder confidence in pay governance (NEO context).
Overall signal: Board independence and committee structure look robust; investor‑affiliate presence on the Finance Committee warrants continued monitoring to ensure deliberations remain arm’s‑length and fully aligned with minority shareholders.