Bar Veinstein
About Bar Veinstein
Bar Veinstein is President, Academia & Government (A&G) at Clarivate, based in Israel, with his initial offer and employment agreements executed in March–May 2023; he joined Clarivate on April 24, 2023, with a commencement date of May 1, 2023 . His pay mix is predominantly at-risk, with an AIP target equal to 100% of base salary and long-term equity split between RSUs and PSUs; the company’s PSU framework uses Adjusted diluted EPS and Adjusted EBITDA with a TSR modifier versus the S&P 500, and for the 2022 awards the final three-year performance achievement was 50.8% of target after the TSR modifier, reflecting TSR below the 25th percentile for 2022–2024 . Segment commentary highlighted A&G growth momentum in H1 2023 with new subscription growth up 840 bps and execution wins in workflow software, following Veinstein’s arrival .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clarivate (Ex Libris Ltd. employment entity) | EVP & President, Academia & Government | 2023–present | Drove A&G subscription growth (+840 bps H1’23) and workflow software wins |
Prior roles beyond Clarivate are not disclosed in the reviewed filings .
External Roles
Not disclosed in the reviewed filings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $600,000 | $600,000 |
| Salary Paid ($) | $411,884 | $600,000 |
| AIP Target (% of base) | 100% | 100% |
| Final AIP Payment ($) | $438,000 | $390,000 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| Pre-bonus Adjusted EBITDA | 90% | Company-set | 62% achievement | $336,000 | Payout curve 0–200% of target |
| Voice of Customer (NPS-based) | 10% | Company-set | 90% achievement | $54,000 | Range 90–110% of target |
| Individual Modifier | — | — | — | — | No increase/decrease applied |
| Final AIP Payment | — | $600,000 target | — | $390,000 | — |
Long-Term Incentives (Equity Grants)
2024 NEO Equity Awards (granted Mar 15, 2024 and Aug 13, 2024)
| Instrument | Units (#) | Grant Date Fair Value ($) |
|---|---|---|
| RSUs | 141,643 | $1,000,000 |
| PSUs (target) | 141,643 | $1,117,563 |
| RSUs (CEO transition retention) | 161,290 | $999,998 |
2023 NEO Equity Awards (granted in May 2023 at commencement)
| Instrument | Units (#) | Grant Date Fair Value ($) |
|---|---|---|
| RSUs | 113,378 | $999,994 |
| PSUs (target) | 113,378 | $1,185,934 |
| RSUs (sign-on) | 680,272 | $5,999,999 |
PSU Performance Structure and Outcomes
| PSU Cohort | Metrics | TSR Modifier | Final Achievement |
|---|---|---|---|
| 2022 Awards (33% 2022 period, 67% 2023–2024) | Revenue, Adj. EBITDA Margin, Adj. diluted EPS, Adj. EBITDA | TSR vs S&P 500 (2022–2024) | 50.8% of target after TSR (<25th percentile TSR) |
| 2023–2025 Awards | Adj. diluted EPS, Adj. EBITDA; TSR modifier | TSR vs S&P 500 | In-progress as of proxy; not yet settled |
| 2024–2026 Awards | Adj. diluted EPS, Adj. EBITDA; TSR modifier | TSR vs S&P 500 | In-progress as of proxy; not yet settled |
Vesting Mechanics (selected agreements)
- Sign-on RSUs ($6,000,000 grant in 2023) vest 40% on May 1, 2024; 40% on May 1, 2025; 20% on May 1, 2026; unvested tranches accelerate if terminated without Cause; clawback of after-tax value if terminated for Cause within one year after full vesting .
- Standard RSUs and PSUs vest per award agreements; PSUs cliff-vest at end of three-year performance period subject to goal attainment and employment .
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Bar Veinstein | 487,016 | <1% |
Breakdown (Bar Veinstein)
- Directly held shares: 214,907
- RSUs vesting within 60 days (counted as beneficial): 272,109 scheduled to vest by May 1, 2025
Outstanding Equity (FY-end 2024)
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs at Target (#) | Market/Payout Value at Target ($) |
|---|---|---|---|---|
| 05/01/2023 | 483,750 | $2,457,450 | 113,378 | $575,960 |
| 03/15/2024 | 141,643 | $719,546 | 141,643 | $719,546 |
| 08/13/2024 | 161,290 | $819,353 | — | — |
Upcoming Vesting Schedule (from Proxy)
| Vesting Date | Shares Vesting (#) |
|---|---|
| 03/01/2025 | 85,007 |
| 05/01/2025 | 272,109 |
| 08/13/2025 | 161,290 |
| 03/01/2026 | 85,007 |
| 05/01/2026 | 136,055 |
| 03/01/2027 | 47,215 |
Ownership Guidelines and Trading Policies
- Ownership guideline: 3x base salary for executive officers; RSUs count, PSUs (unearned) and options do not; executives are on track to achieve within the 5-year compliance period as of Jan 1, 2025 .
- Hedging/pledging: Prohibited for directors, executive officers, employees, and consultants; margin accounts disallowed; pre-clearance and blackout windows enforced for insiders .
- Clawbacks: Executive compensation recoupment policy aligned with SEC Rule 10D-1/NYSE Section 303A.14 .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | Joined April 24, 2023; employment commenced May 1, 2023 |
| Contract Jurisdiction | Israeli contract of employment (Ex Libris Ltd.) |
| Base Pay | $600,000 gross annual salary; paid monthly; Israeli benefits per agreement |
| Annual Equity Program | Eligible per HRCC-approved design; 2023 initial grant $2,000,000 (50% RSUs / 50% PSUs); 2024 target at least $2,000,000 (50/50); sign-on RSU $6,000,000 vesting 40/40/20 over three years |
| Non-Compete/Non-Solicit | 12 months post-termination for NEOs (restrictive covenants) |
| Severance (ESP – no CIC) | 18 months base salary, 1.5x AIP target; 18 months benefits if applicable; unvested RSUs vest to extent they would have vested in 18 months; PSUs forfeited |
| Severance (ESP – double-trigger CIC) | 24 months base salary, 2x AIP target; 24 months benefits if applicable; immediate vesting of unvested RSUs and PSUs (PSUs at Board-determined performance) |
| Death/Disability | Immediate vesting of unvested RSUs and PSUs deemed earned at target; no severance |
| Sign-on RSU Protection | Unvested sign-on RSUs vest immediately if terminated without Cause; clawback if termination for Cause within one year after full vesting |
Potential Payments Upon Termination (as of Dec 31, 2024)
| Scenario | PSUs ($) | RSUs ($) | Severance ($) | Continued Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause (no CIC) | — | $3,756,497 | $1,800,000 | — | $5,556,497 |
| Involuntary Termination Without Cause (CIC within 12 months) | $1,295,506 | $3,996,350 | $2,400,000 | — | $7,691,856 |
| Death or Disability | $1,295,506 | $3,996,350 | — | — | $5,291,856 |
Compensation Committee Analysis
- HRCC composition (2024): Jane Okun Bomba (Chair), Adam T. Levyn, Wendell Pritchett, Saurabh Saha; 5 meetings in 2024; all independent under SEC/NYSE standards .
- Independent consultant engagement and risk assessment: HRCC engages an independent consultant; Pay Governance assessed compensation program risk, concluding no risks likely to have a material adverse effect; clawback policies maintained .
- Governance practices: No hedging/pledging; no excise tax gross-ups; majority of NEO pay at risk; no option repricing; no single-trigger equity awards .
Compensation Structure Analysis
- Cash vs equity mix: 2023 featured a large sign-on RSU ($6.0M), establishing immediate retention and alignment; 2024 reverted to normalized annual grants ($1.0M RSUs, $1.117M PSUs) plus a one-year retention RSU ($999,998) tied to CEO transition .
- At-risk emphasis: AIP 100% of salary and 50/50 RSU/PSU mix with multi-metric design and TSR modifier indicate strong pay-for-performance alignment .
- Performance stringency: 2022 PSU cohort paid at 50.8% after TSR modifier due to sub-25th percentile TSR, demonstrating downside sensitivity when multi-year performance lags .
- Clawback and anti-hedging/pledging provisions further strengthen alignment and mitigate agency risks .
Risk Indicators & Red Flags
- Upcoming vesting concentration: Large RSU tranches scheduled in 2025 (e.g., 272,109 shares on 05/01/2025; 161,290 on 08/13/2025), which can create episodic selling pressure; insider trades require pre-clearance and are subject to blackout windows .
- CIC economics: Double-trigger accelerations for RSUs and PSUs and 2x AIP target could be viewed as generous; however, single-trigger payouts are not provided, moderating governance concerns .
- No hedging/pledging allowed, reducing alignment risks; clawback policies compliant with SEC/NYSE .
Equity Ownership & Alignment (Summary)
| Item | Detail |
|---|---|
| Ownership guideline | 3x base salary; RSUs count; PSUs (unearned) do not |
| Compliance status | Executives have met or are on track within 5 years (as of Jan 1, 2025) |
| Beneficial ownership | 487,016 shares; <1% of outstanding |
| Pledging/Hedging | Prohibited |
Investment Implications
- High alignment: A heavy share of Veinstein’s compensation is at-risk with multi-year PSUs tied to EPS/EBITDA and a TSR modifier, and AIP driven 90% by EBITDA and 10% by Voice of Customer; this structure supports pay-for-performance and embeds downside risk when results lag .
- Retention vs liquidity: Large sign-on and transition RSUs create strong retention hooks but also concentrated vesting events in 2025–2026 that can elevate near-term selling pressure; hedging/pledging prohibitions and insider pre-clearance mitigate governance risk around trading .
- Termination/CIC risk: ESP provides substantial protection (18–24 months salary; 1.5–2.0x AIP; accelerated vesting), implying potential cost in adverse scenarios; absence of single-trigger equity and presence of clawbacks temper this .
- Execution indicator: A&G performance commentary (subscription growth +840 bps H1’23; workflow wins) post-arrival supports operational capability; however, company-level TSR underperformance reduced PSU payouts, underscoring execution risk at enterprise level .