Matti Shem Tov
About Matti Shem Tov
Clarivate’s CEO since August 9, 2024 (director since August 2024), age 64, with 30+ years leading software, data, and analytics businesses (Ex Libris, ProQuest; operating partner at Lone View Capital). He holds a Bachelor of Social Sciences and an MBA from Bar‑Ilan University . 2024 company performance: revenue $2,557m vs $2,629m in 2023, Adjusted EBITDA $1,060m vs $1,117m; market cap $3.5bn vs $6.2bn prior year . Pay‑versus‑performance disclosure shows 2024 “value of $100” company TSR of 30.24 (peer group 152.33) and Adjusted EBITDA of $1,060.4m .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clarivate Plc | Chief Executive Officer | Aug 2024–present | Chosen to drive “accelerated organic growth”; prior ProQuest/Ex Libris experience aligns with Clarivate’s software/data strategy . |
| Lone View Capital | Operating Partner | Jun 2022–Mar 2024 | PE operating partner experience across software/data assets . |
| ProQuest LLC | Chief Executive Officer | Sep 2017–Jun 2022 (incl. post‑acquisition) | Led a global data/analytics/software provider; continued through Clarivate’s Dec 2021 acquisition integration phase . |
| Ex Libris Ltd. | President & CEO | 2003–2017 | Built a leading cloud software franchise for academic/national/research institutions . |
| Surecomp Limited | President; prior leadership roles | Prior to 2003 | Led a global commercial banking software firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships within past five years disclosed . |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base salary (annual rate) | $900,000 |
| Salary earned (partial year from Aug 6 start) | $352,695 |
| Target annual bonus (AIP) | 100% of salary (prorated for 2024) |
| Actual 2024 AIP cash paid | $229,252 (prorated) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Payout vs target |
|---|---|---|---|---|---|---|
| Pre‑bonus Adjusted EBITDA ($m) | 90% | 0% at $1,074 | 100% at $1,172 | 200% at $1,271 | $1,118 | 62% |
| Voice of Customer (NPS) | 10% | 90% at <42 | 100% at 42 | 110% at >42 | 41 | 90% |
| Individual modifier | — | — | — | — | Not applied | 0 p.p. |
| Final AIP payout (all NEOs except former CEO) | — | — | — | — | — | 65% of target |
Long‑Term Incentives (LTI) – 2024 grants and design
| Award | Units/Target | Grant date value |
|---|---|---|
| RSUs (hire grant) | 282,258 | $1,750,000 |
| PSUs (2024–2026 cycle) | 282,258 target | $1,960,000 |
| Sign‑on RSUs (1‑yr cliff vest) | 80,645 | $499,999 |
Key design elements:
- RSUs vest ratably over 3 years; PSUs cliff‑vest after 3 years subject to performance .
- 2024/2023 PSU cycles use Adjusted diluted EPS and Adjusted EBITDA with a 3‑year relative TSR modifier vs S&P 500; 2022 cycle used Revenue, Adjusted EBITDA Margin, Adjusted diluted EPS, Adjusted EBITDA plus TSR modifier .
- Company disclosure shows 2022 PSU overall payout of 50.8% of target after TSR modifier (context for program rigor) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 653,781 shares (<1% outstanding) |
| Ownership breakdown | 333,178 shares held directly; 320,603 held via IBI Trust Management |
| Unvested equity at FY‑end 2024 | 362,903 RSUs ($1,843,547 MV) and 282,258 target PSUs ($1,433,871 MV) |
| Scheduled vesting (time‑based) | 174,731 on 08/13/2025; 94,086 on 08/13/2026; 94,086 on 08/13/2027 |
| Sign‑on RSU vest | First anniversary of grant (Aug 2025) |
| Pledging/hedging policy | Hedging prohibited; pledging/margin accounts prohibited for directors/executives |
| Stock ownership guidelines | CEO: 6x base salary; RSUs count, PSUs unearned do not; all on track as of Jan 1, 2025 |
Potential trading pressure watch: A material RSU tranche vests in August 2025, which can increase available float even if sales are not required .
Employment Terms
| Term | Summary |
|---|---|
| Start date | Employment commenced Aug 6, 2024; CEO effective Aug 9, 2024 |
| Contract jurisdiction | Israeli contract of employment |
| Target pay opportunities | AIP target 100% of salary (max 200%); 2024 equity grant $3.5m (50% RSUs/50% PSUs); 2025 target LTI at least $6m (50%/50%) |
| Sign‑on equity | $500k RSUs (1‑year cliff); if terminated for cause prior to/within one year after full vesting, must repay after‑tax value |
| Relocation clause | If required to relocate to London or New York, a pro‑rata portion of unvested RSUs accelerates based on time employed in Israel |
| Restrictive covenants | Confidentiality/IP perpetual; 12‑month post‑termination non‑compete and non‑solicit apply (via agreements/ESP framework) |
| Severance (ESP) – no change in control | 18 months base salary + 1.5x AIP target; up to 18 months COBRA if applicable; unvested RSUs vest to the extent they would have vested over 18 months; PSUs forfeited |
| Severance (ESP) – within 12 months post‑CIC | 24 months base salary + 2x AIP target; up to 24 months COBRA; unvested RSUs and PSUs accelerate (PSUs at Board‑determined performance) |
| Death/Disability | Unvested RSUs and PSUs accelerate (PSUs at target) |
| Estimated values (illustrative at 12/31/24) | Involuntary termination (non‑CIC): total $3.59m; CIC termination: $6.88m; death/disability: $3.28m (includes equity at 12/31/24 pricing) |
| Clawbacks | SEC/NYSE‑compliant recoupment policy for restatements; additional “detrimental conduct” clawback for serious misconduct/policy breaches |
Board Governance
- Board service: Director since August 2024; no committee assignments . Independence: not independent due to CEO role .
- Dual‑role implications: Clarivate separates Chair and CEO; Andrew Snyder is an independent Non‑Executive Chair. Nine of ten director nominees are independent; all standing committees are fully independent—mitigating CEO/director dual‑role governance concerns .
- Board activity: Six formal meetings in 2024; each director attended ≥75% of meetings/committees served .
Compensation Structure Analysis
- Mix and alignment: Majority of CEO pay is at‑risk (AIP and PSUs/RSUs); 2024 AIP funded at 65% of target on below‑target Adjusted EBITDA and NPS outcomes—evidence of formulaic pay‑for‑performance .
- LTI rigor: PSU design uses multi‑year earnings/EBITDA with a relative TSR modifier; 2022 PSU cycle paid ~50.8% after TSR underperformance vs S&P 500—downside sensitivity is active .
- Governance controls: Ownership guidelines (CEO 6x), prohibitions on hedging/pledging, robust clawbacks; no single‑trigger equity, no option repricing, no excise tax gross‑ups .
- Shareholder feedback: Say‑on‑pay passed with ~99% support in 2024; HRCC retained independent consultant (Pay Governance) and remained consistent into 2025 given strong support .
Performance & Track Record (context during tenure)
- 2024 results (transition year): Revenue $2,557m (–$72m YoY), Adjusted EBITDA $1,060m (–$57m YoY); Free cash flow $357.5m; market cap disclosure $3.5bn at year‑end .
- PVP indicators: “Value of $100” TSR at 30.24 (peer group 152.33) for 2024 disclosure; net loss reflects significant non‑cash impairments (context for GAAP vs non‑GAAP) .
- Strategic activity: Product launches across AI‑enabled search and data offerings; selective M&A (acquired Rowan TELS, Global QMS) and divestitures (Valipat, ScholarOne) to refocus portfolio .
Risk Indicators & Red Flags
- Equity overhang and issuance: Proposal to add 25m shares to the 2019 Plan; three‑year average burn rate 1.52%, overhang would move to 8.13% if approved (Board states offset by repurchases) .
- Related party transactions: Not specific to Shem Tov; Board discloses CIG/Exor relationships and oversight via Audit Committee process .
- Insider policies: Strict hedging/pledging prohibitions and blackout pre‑clearance reduce misalignment risk .
Compensation Peer Group (benchmarking context)
DNB; EFX; EXLS; FDS; FICO; IT; ICLR; INF; MCO; MORN; MCSI; SSNC; TDC; TRI; TRU; VRSK; WKL .
Say‑on‑Pay & Shareholder Engagement
- 2024 say‑on‑pay approval ~99%; HRCC engages shareholders and uses an independent consultant (Pay Governance) .
Investment Implications
- Alignment: Large at‑risk mix, rigorous PSUs (TSR modifier), strong clawbacks, and no hedging/pledging are positive for pay‑performance alignment and governance quality .
- Near‑term supply watch: Concentrated RSU vest in Aug 2025 (including sign‑on) could add stock supply; monitor any 10b5‑1 plans/Form 4 activity around those dates .
- Retention and transition: Employment terms (ESP) provide competitive severance while maintaining double‑trigger CIC vesting—balanced retention without single‑trigger windfalls .
- Execution risk: 2024 under‑target AIP outcomes and weak TSR underscore a multi‑year turnaround requirement under the new CEO; tracking Adjusted EPS/EBITDA progress and relative TSR will be key for PSU monetization and equity‑driven confidence .
Note: All quantitative items and governance terms above are drawn from Clarivate’s 2025 DEF 14A (covering FY2024).