Wendell Pritchett
About Wendell Pritchett
Wendell Pritchett, Ph.D., age 60, has served on Clarivate’s Board since July 2022 and is an independent director. He is the Riepe Presidential Professor of Law and Education at the University of Pennsylvania, and previously served as Interim President (Feb–Jun 2022) and Provost (2017–Dec 2021) of the University of Pennsylvania. He holds a B.A. from Brown University, a J.D. from Yale Law School, and a Ph.D. in history from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pennsylvania | Interim President; Provost; Professor; prior Associate Dean, Interim Dean | Interim President (Feb–Jun 2022); Provost (2017–Dec 2021); Faculty since 2002 | Senior academic leadership; governance and policy oversight |
| Rutgers University–Camden | Chancellor | 2009–2014 | Campus leadership and strategy |
| City of Philadelphia | Deputy Chief of Staff and Director of Policy; Chair, Redevelopment Authority; President, Philadelphia Housing Development Corporation | 2008–2011 | Public policy and economic development governance |
| Philadelphia School Board | Chairman, Nominating Panel (appointed by Mayor) | 2018–2022 | Board composition and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toll Brothers, Inc. | Director (public company) | Since Mar 2018 | Board-level oversight |
| 26North BDC, Inc. | Director (public company) | Since Feb 2024 | Board-level oversight |
| College Unbound | Chair, Board of Trustees | Current | Non-profit governance |
| Philadelphia Foundation; LifePoint Health; Forman Arts Initiative; Reinvestment Fund | Board Member | Current | Community health, arts, and finance initiatives |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Pritchett is independent .
- CLVT Committees: Chair, Nominating & Governance; Member, Human Resources & Compensation .
- Committee activity: Nominating & Governance met 4 times in 2024; HRCC met 5 times in 2024 .
- Attendance: The Board held 6 formal meetings in 2024; each director attended at least 75% of Board and committee meetings; 11 of the then 12 directors attended the 2024 AGM .
- Overboarding policy: Non-management directors limited to three other public boards; audit committee limits also defined; Pritchett currently serves on two other public boards (within policy) .
- Share ownership guidelines: Independent directors must hold shares worth ≥5x annual board retainer within 5 years; LGP and Onex affiliates exempt .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Directors may elect cash, shares, or combination (Board Chair retainer paid in shares) |
| Committee chair retainers | Audit $30,000; HRCC $30,000; NomGov $20,000; Finance $20,000 | Risk & Sustainability chair retainer prorated until May 2024 |
| Annual director equity (RSUs) | $165,000 grant-date fair value | Vests on day before next AGM |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Wendell Pritchett | 105,000 | 165,000 | 270,000 |
- 2024 RSU grant mechanics for directors: 23,741 RSUs granted on May 7, 2024 at $6.95 closing price (rounded down); vest prior to next AGM .
Performance Compensation
Clarivate ties executive incentives to financial and stakeholder metrics overseen by HRCC (of which Pritchett is a member). The following metrics were used in 2024:
| 2024 AIP Corporate Goals | Weight | Threshold → Target → Max | Actual |
|---|---|---|---|
| Pre-bonus Adjusted EBITDA | 90% | $1,074m → $1,172m → $1,271m | $1,118m (62% of target) |
| Voice of Customer (NPS) | 10% | <42 → 42 → >42 | 41 (90% of target) |
PSU design and results (for 2022 awards measured through 2024):
| Metric | Weight | Target Framework | Actual Achievement |
|---|---|---|---|
| 2022 Period: Revenue; Adj. EBITDA margin | 50%/50% | Revenue: $2,840m; Margin: 41.9%; Payout 50%–200%; TSR modifier ±20% vs S&P 500 | 90.7% of target (one-third weight) |
| 2023–2024 Period: Adj. diluted EPS; Adj. EBITDA | 50%/50% | EPS: $1.65; Adj. EBITDA: $2,309m; Payout 50%–200%; TSR modifier ±20% | 50.0% of target (two-thirds weight) |
| 3-year TSR modifier | n/a | <25th percentile → 0.8x | <25th percentile; overall payout 50.8% of target |
Governance controls: Independent consultant (Pay Governance), clawback policies compliant with NYSE/SEC, hedging/pledging prohibited .
Other Directorships & Interlocks
- Current public boards: Toll Brothers, Inc.; 26North BDC, Inc. .
- Investor nomination agreements affecting CLVT Board (not linked to Pritchett): LGP (nominates Cortas/Levyn); Exor (Heywood) . Pritchett is not designated by these investors.
Expertise & Qualifications
- Academic governance, law, and public policy leadership across major institutions; extensive experience chairing nomination processes and board evaluations .
- Skills: leadership, administration, stakeholder governance; selected to CLVT Board for leadership and academic expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Wendell Pritchett | 71,835 | <1% | 48,094 directly; 23,741 RSUs vesting within 60 days of Mar 10, 2025 |
| Shares outstanding (Record Date) | 688,956,113 | n/a | As of Mar 10, 2025 |
Ownership alignment:
- Director share ownership guideline: ≥5× annual board retainer within 5 years; company reports directors have met or are on track as of Jan 1, 2025 .
- Hedging and pledging prohibited by policy .
- Section 16(a) compliance: Company believes all directors/officers filed timely in 2024 .
Governance Assessment
- Committee leadership and independence: As Chair of Nominating & Governance and member of HRCC, Pritchett is positioned to influence board composition, evaluations, sustainability oversight (moved to NomGov), and pay-for-performance rigor; both committees are fully independent .
- Engagement and attendance: Board met 6 times in 2024; each director met ≥75% attendance; CLVT emphasizes executive sessions and annual evaluations led by NomGov (chaired by Pritchett) .
- Pay oversight signals: Strong say-on-pay support (99% approval at 2024 AGM), multi-metric AIP and PSU design with TSR modifier and robust clawback policies—positive for investor confidence .
- Conflicts/related parties: No related-person transactions disclosed involving Pritchett. Board includes investor designees (LGP, Exor), but independence determinations reaffirmed; NomGov oversees director independence and evaluations .
- Ownership alignment: Beneficial ownership present with RSUs; compliance with director ownership guidelines broadly on track; hedging/pledging prohibited—alignment positive .
RED FLAGS: None disclosed specific to Pritchett (no pledging, no related-party transactions, timely Section 16(a) filings). Monitor aggregate influence from investor nomination agreements and large holders; however, board independence framework and committee independence mitigate concerns .