Usama Cortas
About Usama N. Cortas
Usama N. Cortas is an independent director of Clarivate Plc, serving since October 2020; he is age 47 and a Partner at Leonard Green & Partners, L.P. (LGP) with prior experience in Morgan Stanley’s Investment Banking Division (New York, 2000–2003). He holds a B.A. in Economics-Political Science from Columbia University. The Board has affirmatively determined he is independent under NYSE standards and Clarivate’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leonard Green & Partners, L.P. | Partner | Joined 2003; current partner | Private equity investment leadership; sector expertise in Technology and IP Information Services |
| Morgan Stanley (Investment Banking Division, NY) | Investment Banking | 2000–2003 | Transaction execution and advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Convergint | Director (private) | Current | Private company board |
| ECI Software Solutions | Director (private) | Current | Private company board |
| Jetro Cash & Carry | Director (private) | Current | Private company board |
| Iris Software Group | Director (private) | Current | Private company board |
| Insight Global | Director (private) | Current | Private company board |
| Prometheus Group | Director (private) | Current | Private company board |
| Authentic Brands Group (prior) | Director (private) | Prior service | Previous private board |
| CCC Information Services (prior) | Director (private) | Prior service | Previous private board |
| CPA Global (prior) | Director (private) | Prior service | Previous private board |
| Ellucian (prior) | Director (private) | Prior service | Previous private board |
| Tank Holdings Corp. (prior) | Director (private) | Prior service | Previous private board |
| The Sports Authority (prior) | Director (private) | Prior service | Previous private board |
| United States Infrastructure Corporation (prior) | Director (private) | Prior service | Previous private board |
Board Governance
- Committee assignments: Nominating & Governance Committee (member) and Finance Committee (Chair) .
- Independence: Board determined all directors other than the CEO to be independent, including committee members; committees are 100% independent .
- Attendance: Board held six formal meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; 11 of 12 directors attended the 2024 AGM .
- Executive sessions and governance practices: Regular executive sessions without management; annual Board and committee self-evaluations; director overboarding limits; robust governance guidelines and charters publicly available .
- Committee scopes (relevant to Cortas):
- Nominating & Governance: director criteria, independence assessments, committee appointments, governance guidelines, sustainability oversight, Board/management evaluations .
- Finance (Chair): capital structure, financial outlook/guidance, securities issuance, credit facilities, significant M&A recommendations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Annual Retainer (cash) | $0 | Affiliates of LGP do not receive director compensation |
| Committee Chair Annual Retainer | $0 | Finance Chair fee otherwise $20,000; not paid to LGP affiliates |
| Meeting Fees | $0 | Not part of program; retainers used |
| Non-Executive Chair Retainer (shares) | N/A | Applies to Board Chair, not Cortas |
Program reference (for other non-employee directors): Board retainer $85,000; Committee Chair fees $30,000 (Audit), $30,000 (HRCC), $20,000 (N&G/Finance); reimbursed expenses . Cortas received no fees or equity due to LGP affiliation .
Performance Compensation
| Component | Terms | Amount |
|---|---|---|
| Annual Director Equity (RSUs) | Granted at AGM; fair value $165,000; vest before next AGM | $0 (not granted to Cortas due to LGP affiliation) |
| Options/PSUs | Not used for directors | N/A |
Other Directorships & Interlocks
- Current public company boards: None in the past five years .
- Interlocks/nomination rights: LGP has the right to nominate two directors while owning ≥10% (one if ≥5%); Cortas and Levyn are nominees under the October 1, 2020 Investor Rights Agreement tied to Clarivate’s CPA Global acquisition .
- Exor N.V. holds nomination rights for one designee (Suzanne Heywood) while owning ≥5% per the March 4, 2024 Investment Agreement .
Expertise & Qualifications
- Sector expertise: Finance; Technology and Intellectual Property Information Services .
- Education: B.A., Columbia University .
- Governance skills: Finance Committee chairmanship; oversight of capital structure, financing, and M&A; Nominating & Governance participation .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Usama N. Cortas (indirect via LGP structures) | 116,666,507 | 16.93% | As disclosed in Beneficial Ownership table; disclaimers per footnote |
| Total outstanding shares (Record Date) | 688,956,113 | — | Record Date March 10, 2025 |
| Director stock ownership guideline applicability | Not applicable | — | LGP affiliates do not receive director compensation and are not subject to holding requirements |
| Hedging/Pledging | Prohibited by policy | — | Insider trading policy bans hedging and pledging; no pledging disclosed |
Governance Assessment
-
Strengths
- Independence affirmations; 100% independent committees; regular executive sessions and annual evaluations .
- Strong shareholder support for executive pay (Say-on-Pay ~99% approval in 2024) .
- Clear committee charters; Finance oversight led by an experienced investor; robust clawback policies and no hedging/pledging allowed .
- Section 16(a) compliance reported as timely for 2024 .
-
Watchpoints / RED FLAGS
- Major shareholder representation: Cortas is an LGP Partner; LGP beneficially owns ~16.93% and holds nomination rights (Investor Rights Agreement) — potential influence over capital structure and transactions while Cortas chairs Finance .
- Registration Rights Agreement: certain holders (including LGP affiliates) have rights to register shares for resale; monitor potential market supply events .
- Director compensation alignment: Cortas receives no director fees or RSUs, so standard board equity alignment mechanisms do not apply; alignment is instead via LGP’s large stake .
-
Attendance and Engagement
- Each director met at least 75% meeting attendance; 11 of 12 attended the 2024 AGM, indicating active engagement .
-
Independence Determination Nuance
- Clarivate treats certain relationships with significant shareholders as immaterial when ordinary-course, arm’s-length, and below NYSE thresholds; Board affirmed independence for all but the CEO in 2025 review .
Overall signal: Cortas brings deep finance and transaction expertise and leads Finance Committee oversight. Investors should monitor transactions (M&A, capital markets, repurchases) for alignment with minority holders given LGP’s nomination rights and large ownership stake, balanced against Clarivate’s independent committee structure and governance policies .