Suzanne Heywood

About Suzanne Heywood

Suzanne Heywood, age 56, has served as an independent director of Clarivate since May 2024. She is Chief Operating Officer of Exor N.V. (since November 2022) and previously served as Managing Director of Exor (from 2016); she is a former McKinsey partner and held roles in the U.K. government, including Private Secretary to the Financial Secretary of the Treasury. She holds a BA in science from Oxford University and a Ph.D. from Cambridge University, and currently chairs the boards of CNH Industrial N.V. and Iveco Group N.V. . She was nominated to Clarivate’s Board pursuant to an Investment Agreement entered March 4, 2024 between Clarivate and Exor N.V. .

Past Roles

External Roles

Board Governance

• Committee assignments: Nominating & Governance; Finance .
• Committee chair roles: None (current chairs are Wendell Pritchett for N&G; Usama Cortas for Finance) .
• Committee meeting cadence in 2024:
  • Nominating & Governance: 4 meetings; all members deemed NYSE-independent .
  • Finance: 2 meetings; all members deemed NYSE-independent .
• Independence: Listed as independent director; committees explicitly state independence under NYSE criteria .
• Attendance and engagement: The Board held six formal meetings in FY2024; each director attended at least 75% of Board and relevant committee meetings; 11 of 12 directors attended the 2024 AGM .
• Governance framework: Audit Committee now oversees enterprise risk after the Risk & Sustainability Committee was terminated in 2024; HRCC oversees compensation and recoupment policies; Audit approves related person transactions .
• Nomination agreement: Heywood’s nomination tied to Exor’s Investment Agreement (standstill restrictions apply) ; Board describes independence assessment, including treatment of customer/board relationships and significant shareholdings as immaterial where below NYSE thresholds and arm’s-length .

Fixed Compensation

Director Program Structure (for context):

• Board Annual Retainer: $85,000 .
• Committee Chair Retainers: Audit $30,000; HRCC $30,000; N&G $20,000; Finance (from May 2024) $20,000; prior Risk & Sustainability $20,000 prorated .
• Non-Executive Board Chair Annual Retainer: $120,000 paid in shares .
• Annual Board Equity Award: RSUs valued at $165,000; vests immediately prior to next AGM; directors may elect cash or shares for retainers (except Chair retainer) .

Performance Compensation

• No director stock options or non-equity incentives disclosed for 2024 .
• HRCC oversees director compensation with independent consultant Pay Governance, benchmarking and recommending adjustments .

Other Directorships & Interlocks

• Watch item: Heywood sits on Clarivate’s Finance Committee, which reviews capital structure, guidance, and M&A; given her Exor executive role and nomination via Exor’s agreement, monitor recusal practices in any Exor-related matters .

Expertise & Qualifications

• Strategic/operational leadership (COO, Exor; prior Managing Director) .
• Organization design and restructuring expertise (McKinsey co-led global service line; author of “Reorg”) .
• Public company board leadership (Chair at CNH Industrial and Iveco Group) .
• Policy/finance background (U.K. Treasury Private Secretary) .
• Education: BA (Oxford); Ph.D. (Cambridge) .

Equity Ownership

• Vested vs unvested: As of the proxy reference date, holdings consist of unvested RSUs expected to vest within 60 days; no options reported .
• Ownership guidelines: Non-employee directors must hold at least 5x annual cash board retainer; five-year compliance window; company states all are “met or on track” as of Jan 1, 2025 .
• Hedging/pledging: Policy prohibits hedging and pledging for directors and senior executives .

Governance Assessment

• Strengths:

  • Independent status and active committee participation (N&G and Finance), with NYSE independence affirmed at committee level .
  • Solid attendance expectation met at Board level (≥75% by all directors; six Board meetings; AGM attendance high) .
  • Alignment through annual RSU grants, explicit ownership guidelines (5x retainer) and anti-hedging/pledging policy .
  • Director compensation administered by HRCC with independent consultant Pay Governance, enhancing objectivity .

• Watch items / potential conflicts (highlighted for investor monitoring):

  • Exor Investment Agreement and Heywood’s role as Exor COO create a structural related-party linkage (nomination right; standstill restrictions apply). This is mitigated by Board independence review criteria and Audit Committee oversight of related-person transactions, but investors should monitor recusal practices, especially given Finance Committee remit over capital structure and strategic transactions .
  • Concentration of investor-affiliated directors (e.g., LGP nominees) indicates ownership influence at the Board level; while independence standards are affirmed, it increases the importance of robust committee oversight and objective governance processes .

• Compensation signals:

  • Director pay is standard market structure (cash retainer + annual time-based RSUs); no performance-linked director equity, no options, and no meeting fees disclosed—reducing risk of pay anomalies or short-termism at the director level .
  • RSUs vest prior to AGM, supporting annual re-evaluation of board service without entrenchment via long-dated awards .

• Risk indicators:

  • No pledging/hedging; Audit Committee reviews related-person transactions; Section 16(a) compliance timely in FY2024—no filing lapses indicated .

Overall, Heywood brings deep strategic/operator expertise and public board leadership, with governance alignment via RSUs and ownership guidelines. The Exor nomination linkage is the primary governance sensitivity; ensure transparent handling of any Exor-related matters at Clarivate and track any future related-party disclosures or recusal notes in committee proceedings .