Brian Schell
SS&C Technologies HoldingsAbout Brian Schell
Brian N. Schell, 59, has served as Executive Vice President and Chief Financial Officer of SS&C since July 2023, following senior finance roles at Cboe Global Markets (EVP, CFO & Treasurer since January 2018; interim Chief Human Resources Officer from January–June 2022) and previously CFO of Bats Global Markets (since March 2011); earlier roles included H&R Block, FDIC, KPMG, and JPMorgan . Under Schell’s tenure as CFO (2024 performance year), SS&C reported record GAAP revenue of $5,882.0M, adjusted consolidated EBITDA of $2,281.0M, adjusted diluted EPS of $5.41, and cash from operations of $1,388.6M; organic revenue growth was 6.1%, with buybacks and dividends returning 45% of available cash flow . Pay-versus-performance disclosure shows cumulative TSR value of $131.10 for a fixed $100 initial investment (2019–2024), while net income reached $761.7M and adjusted consolidated EBITDA $2,281.0M in 2024 .
Past Roles
| Organization | Role | Years (disclosed) | Strategic impact |
|---|---|---|---|
| Cboe Global Markets | EVP, CFO & Treasurer | Since Jan 2018 (ended before SS&C appointment in Jul 2023) | Executive finance leadership at a global exchange operator |
| Cboe Global Markets | Interim Chief Human Resources Officer | Jan–Jun 2022 | Human capital/leadership responsibilities |
| Bats Global Markets, Inc. | Chief Financial Officer | Since Mar 2011 | Exchange finance leadership during high-growth era |
| H&R Block; FDIC; KPMG; JPMorgan | Various financial roles | Not disclosed | Broad financial, regulatory, and advisory experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Securities & futures exchanges (regulated entities) | Chair of boards (paid independent boards) | Not disclosed | Governance and regulatory oversight of exchange subsidiaries |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary | $600,000 | $600,000 | Maintained; no increase for 2025 |
| Target Annual Bonus | $1,400,000 | Not disclosed | Target established by Compensation Committee |
| Actual Annual Bonus Paid (for 2024 performance) | $2,653,000 | — | Payout reflects 189.5% CPF; no strategic modifier |
| All Other Compensation (2024) | $8,238 | — | 401(k) match and life insurance premiums |
Performance Compensation
Annual Bonus Program (2024)
| Metric | Weighting | Target | Actual | Payout level (% of target) | Vesting / Form |
|---|---|---|---|---|---|
| Adjusted Revenue | 25% | $5,767.7M | $5,875.9M | 212.6% | 100% cash; paid following year |
| Organic Revenue Growth | 25% | 4.5% | 6.1% | 196.0% | 100% cash; paid following year |
| Operating Cash Flow | 25% | $1,342.0M | $1,385.0M | 153.5% | 100% cash; paid following year |
| Adjusted Consolidated EBITDA | 25% | $2,237.5M | $2,277.4M | 196.1% | 100% cash; paid following year |
| Company Performance Factor (CPF) | Aggregated | — | — | 189.5% | Applies to NEO payouts; no +/-25% strategic modifier for 2024 |
Long-Term Incentives (2024 Grants)
| Award Type | Grant date fair value | Shares/Units | Key terms | Vesting schedule |
|---|---|---|---|---|
| PSUs | $2,000,000 | Target 30,989; Max 61,978 | 3-year avg Adjusted EPS growth metric; threshold 4%→50%, target 7.5%→100%, max 11%→200%; +/-20% TSR modifier vs peer group; no positive modifier if absolute TSR negative | Earned/vest: Jan 1, 2024–Dec 31, 2026; certify early 2027; double-trigger CIC acceleration |
| Stock Options | $1,000,000 | 58,310; Exercise $64.54 | Options require price appreciation; align with shareholder value | 25% vests Feb 22, 2025; remainder monthly to Feb 22, 2028; double-trigger CIC acceleration |
| RSUs | $1,000,000 | 15,495 | Retention-oriented; value tied to stock price | 1/3 annually on each of first 3 anniversaries of grant (Feb 24, 2025–Feb 24, 2027); double-trigger CIC acceleration |
Additional context:
- Prior PSOs (Dec 2021 grants to other NEOs) paid at 81.76% for 2022–2024 performance period; demonstrates rigor of multi-year goals .
- Program design emphasizes PSUs (50%), options (25%), RSUs (25%), consistent with pay-for-performance .
Equity Ownership & Alignment
| Item | Quantity / Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Mar 25, 2025) | 70,588 shares | Includes 45,295 options exercisable within 60 days |
| Options – exercisable (12/31/2024) | 20,627 (grant 8/15/2023, $56.29) | 25% vested Aug 15, 2024; monthly thereafter to Aug 15, 2027 |
| Options – unexercisable (12/31/2024) | 41,255 (8/15/2023, $56.29); 58,310 (2/22/2024, $64.54) | 2024 grant vests 25% year 1, then monthly to year 4 |
| Unvested RSUs (12/31/2024) | 78,746 (2013/2023 grants) + 15,719 (2024 grant); MV $5,967,372 + $1,191,186 | RSUs vest over three years; include dividend equivalents |
| Outstanding PSUs (unearned, 12/31/2024) | 72,690 (2023 PSUs; MV $5,508,448) + 62,874 (2024 PSUs; MV $4,764,592) | 2023 PSUs perf period 2023–2025; 2024 PSUs 2024–2026; include dividend equivalents |
| Anti-hedging/anti-pledging policy | Prohibits hedging and pledging by employees and directors | Reduces misalignment/credit risk |
| Stock ownership guidelines | CEO 10x salary; other execs 2x salary | All NEOs compliant as of Dec 31, 2024 |
| 2024 option exercises / stock vested | Options exercised: none; Stock vested: 39,115 shares, $1,568,691 value | RSU vesting contributes to near-term supply |
Employment Terms
| Term | Detail | Notes |
|---|---|---|
| Appointment | EVP & CFO effective July 2023 | Tenure in current role begins Jul 2023 |
| Agreement | Offer letter (severance terms) | No pension/SERP; no excessive perquisites |
| Severance (termination without cause) | 12 months base salary ($600,000) and (i) earned but unpaid prior-year bonus; (ii) prorated target bonus for year of termination | “Cause” defined; no severance otherwise |
| Change-of-control (CIC) | Double-trigger equity acceleration only (termination within 24 months post-CIC) | No single-trigger acceleration; consistent with best practices |
| Estimated payouts (as of 12/31/2024) | Termination w/o cause: $2.0M cash (salary+target bonus) ; CIC+termination: $20.070M (incl. $18.070M equity value) ; Disability/Death: $13.331M equity value | Equity values based on $75.78 share price; options net of exercise price |
Governance protections:
- Two clawback policies: Dodd-Frank compliant; plus broader misconduct-based clawback covering all incentive comp including time-based awards .
- Anti-hedging/pledging policy enforced .
- No excise tax gross-ups; no option repricing without shareholder consent .
Compensation Structure Notes
- Target bonus design: 4 equally weighted Company financial metrics (Adjusted Revenue, Organic Revenue Growth, Operating Cash Flow, Adjusted Consolidated EBITDA), formulaic payouts with cap at 250%, optional +/-25% strategic modifier; earned bonuses paid 100% in cash .
- LTI mix: PSUs 50%, stock options 25%, RSUs 25%; PSUs include 3-year EPS growth with relative TSR modifier; total PSU payout capped at 200% including modifier .
- No perquisites; strong pay-for-performance emphasis; independent consultant FW Cook; peer group reviewed annually .
- Say-on-pay supported: 88% approval in 2023 and 2024; active shareholder engagement with top holders representing ~58% of outstanding shares (ex-CEO holdings) .
Peer group used for benchmarking (2024):
- Autodesk; Block; Bread Financial; Broadridge; Concentrix; DXC; Euronet; FactSet; Global Payments; Intuit; Jack Henry; Maximus; Palo Alto Networks; Paychex; Synopsys; Western Union; Workday .
Investment Implications
- Alignment: High variable pay and rigorous PSU design tied to multi-year EPS growth plus relative TSR supports pay-for-performance; anti-hedging/pledging and strong clawbacks reduce misalignment risk .
- Retention/pressure: RSUs and options vesting schedules create predictable supply; Schell’s 2024 RSU vesting was 39,115 shares ($1.57M), with significant unvested RSUs and PSUs outstanding—monitor vesting calendars for potential selling pressure, though company policy restricts pledging and timing via insider trading policy .
- Change-of-control economics: Double-trigger only; estimated CIC+termination equity value of ~$18.1M (as of 12/31/2024) underscores meaningful equity alignment but limited cash severance (1x salary + 1x target bonus); no gross-ups, no single-trigger acceleration .
- Execution signal: 2024 CPF at 189.5% with strong actuals across revenue growth, EBITDA, and cash flow aligns with robust reported company performance (record revenue, adjusted EBITDA, adjusted EPS)—positive execution read-through on finance discipline under Schell’s oversight .