William Graff
About William Graff
William Graff, 59, serves as Executive Vice President and Chief Information Officer at Clarivate, having joined in February 2022. He oversees information technology services and critical technology infrastructure and brings 35+ years leading global technology teams. Prior to Clarivate, he was CIO for Oracle Cerner; he has held technology and operations leadership roles across ecommerce, software development, and retail, and serves as Chairman of the Kansas City Technology Council. He holds a bachelor’s degree in agriculture economics from Kansas State University and was the ORBIE Kansas City CIO of the Year in 2021 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oracle Cerner | Chief Information Officer | — | Led data center infrastructure, platform software development, information security, and corporate IT systems |
| Various ecommerce/software/retail companies | Technology and operations leadership roles | — | Drove productivity, margin expansion, and market share growth |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kansas City Technology Council | Chairman | — | Promotes technology growth across the region |
| HPE, T-Mobile, AWS, VMware | Participant, technology advisory/CIO groups | — | Industry engagement and ecosystem connectivity |
Fixed Compensation
- Clarivate discloses detailed pay for Named Executive Officers (NEOs); Mr. Graff is not listed as a NEO in the 2025 proxy, so his specific base salary and cash compensation were not disclosed .
- Companywide design highlights: majority of executive pay is at-risk; base salary decisions consider role, market data, company and individual performance .
Performance Compensation
Clarivate’s incentive design and metrics for executives (specific targets and payouts for Mr. Graff are not disclosed).
- Annual Incentive Plan (AIP) structure for executives (2024): metrics were Pre-bonus Adjusted EBITDA (90% weight), Voice of Customer (Net Promoter Score methodology; 10% weight), with an individual performance modifier (overall capped at 200% of target) .
- Long-Term Incentive (LTI) PSUs: for 2024 and 2023 grants, metrics include Adjusted diluted EPS and Adjusted EBITDA; for 2022 grants, Revenue, Adjusted EBITDA Margin, Adjusted diluted EPS, and Adjusted EBITDA; all PSU programs include a 3-year TSR modifier vs. S&P 500 .
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting/Measurement |
|---|---|---|---|---|---|
| Pre-bonus Adjusted EBITDA (AIP) | 90% | Not disclosed for Mr. Graff | Not disclosed for Mr. Graff | 0–200% of target based on performance | Annual (2024) |
| Voice of Customer (NPS) (AIP) | 10% | Set off 2023 baseline | Not disclosed for Mr. Graff | 90%–110% payout range based on achievement | Annual (2024) |
| Adjusted diluted EPS (PSU) | Not specified | Not disclosed | Not disclosed | PSU vesting based on multi-year performance | 3-year; TSR modifier vs. S&P 500 |
| Adjusted EBITDA (PSU) | Not specified | Not disclosed | Not disclosed | PSU vesting based on multi-year performance | 3-year; TSR modifier vs. S&P 500 |
| Revenue; Adj. EBITDA Margin (PSU – 2022 grant design) | Not specified | Not disclosed | Not disclosed | As above | 3-year; TSR modifier vs. S&P 500 |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Share ownership guideline | Executive officers: 3x base salary; compliance period of 5 years; as of Jan 1, 2025, all were met or on track . |
| What counts for ownership | Shares owned directly/indirectly, in 401(k), held by spouse/minor children, unvested RSUs, unvested deferred shares/units; excludes unvested/unearned PSUs and unexercised options . |
| Hedging | Prohibited (e.g., zero-cost collars, forward sale contracts) for directors, executive officers, employees, consultants . |
| Pledging | Prohibited for directors and senior executives; includes no margin accounts or pledging as collateral . |
| Trading controls | Quarterly blackout windows and pre-clearance required for executive officers and designated insiders . |
| Clawback | Executive compensation recoupment policy aligned with Exchange Act Section 10D/NYSE for restatements; HRCC must recover excess incentive-based compensation . |
| Beneficial ownership | Proxy lists directors and NEOs individually; Mr. Graff is not individually itemized; total group (16 individuals) owned 159,702,495 shares (23.18%) as of March 10, 2025 . |
Employment Terms
- Employment agreements and severance terms disclosed for NEOs (not specific to Mr. Graff): no single-trigger change-in-control payments; restrictive covenants include perpetual confidentiality/IP and 12-month post-termination non-compete and non-solicit .
- Executive Severance Plan (ESP) for NEOs:
- Involuntary termination without cause: 18 months base salary, 1.5x AIP target, up to 18 months COBRA coverage; unvested RSUs vest pro-rata to what would vest in 18 months; PSUs forfeited; option expiration extended to two years from December 31 of termination year .
- Involuntary termination within 12 months after a Change in Control: 24 months base salary, 2x AIP target, up to 24 months COBRA; unvested RSUs and PSUs vest (PSUs at Board-determined performance); option expiration extended as above .
- Note: The ESP and described employment terms are explicitly for NEOs; Mr. Graff’s individual agreement and severance terms are not disclosed in the proxy .
| Provision (NEO framework) | Base case termination (no CIC) | CIC + termination (within 12 months) |
|---|---|---|
| Cash severance | 18 months base salary + 1.5x AIP target | 24 months base salary + 2x AIP target |
| Benefits | Up to 18 months COBRA | Up to 24 months COBRA |
| RSUs | Vest as if 18 additional months of service | Immediate vesting |
| PSUs | Forfeited | Immediate vesting at Board-determined performance |
| Stock options | Expiration extended to two years from Dec 31 of termination year | Same |
| Triggers | Involuntary termination without cause; no single-trigger CIC | Involuntary termination within 12 months post-CIC; no single-trigger CIC |
Compensation Structure Context and Governance
- Peer group for benchmarking (2024) included 17 information services, data/analytics, and workflow software peers (e.g., DNB, EFX, FDS, FICO, Gartner, MSCI, TRU, VRSK, TRI, Wolters Kluwer) to guide HRCC decisions; HRCC uses peer data and WTW surveys while retaining discretion based on performance, experience, scope .
- Shareholders showed strong support for executive pay programs, with ~99% approval at the 2024 annual meeting .
- Equity plan governance: Share reserve increase proposal in 2025; plan has standard anti-dilution adjustments and allows various actions upon change in control (e.g., vesting, substitution, cash-out, termination without payment for underwater awards) at Administrator discretion .
Track Record, Value Creation, and Execution Risk
- Recognitions: ORBIE Kansas City CIO of the Year (2021) .
- Ecosystem roles: Advisory participation with HPE, T-Mobile, AWS, VMware; Chair of Kansas City Technology Council .
- Company performance metrics (TSR, revenue/EBITDA growth) during his tenure are not attributed to him individually in the proxy; no executive-specific performance metrics disclosed for the CIO .
Risk Indicators and Red Flags
- Hedging and pledging prohibited for executive officers; reduces misalignment/forced selling risk .
- Robust clawback policy aligned with SEC/NYSE rules .
- No excise tax gross-ups, no option repricing, no single-trigger CIC payments cited in the program governance highlights .
- No Form 4 insider trading patterns, pledging, or related-party transactions were disclosed for Mr. Graff in the proxy; beneficial ownership table does not list him individually .
Investment Implications
- Incentive alignment: As an executive officer, Mr. Graff operates under a compensation architecture emphasizing Adjusted EBITDA, customer NPS, and multi-year EPS/EBITDA with a TSR modifier, supporting alignment with profitable growth and shareholder returns; however, his individual targets and payouts are not disclosed, limiting precision in pay-for-performance assessment .
- Selling pressure: Company-wide prohibitions on hedging/pledging and pre-clearance/blackout controls reduce near-term selling pressure risk signals from executives; absence of disclosed Form 4 activity for Mr. Graff in the proxy further limits visibility into personal trading .
- Retention and severance: The NEO severance framework features double-trigger CIC and meaningful severance multiples; Mr. Graff’s specific severance is not disclosed, introducing uncertainty around his retention economics relative to NEOs .
- Ownership alignment: 3x salary ownership guideline for executive officers and inclusion of unvested RSUs toward compliance bolster alignment, though Mr. Graff’s owned share count is not itemized in the proxy .
- Governance strength: High say-on-pay support (99%), independent HRCC with an external consultant, clawbacks, and risk-reviewed incentive structures indicate a governance posture generally favorable for long-term investors .