David Varsano
SS&C Technologies HoldingsAbout David A. Varsano
Independent director at SS&C Technologies since 2011; age 63. Varsano is Chairman and CEO of Pacific Packaging Products and brings a strong technology background from prior SS&C roles (Chief Technology Officer, VP of Software Development), with the Board designating him an Audit Committee financial expert. The Board has determined he is independent under Nasdaq rules, and he met at least 75% attendance thresholds in 2024 for Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SS&C Technologies | Chief Technology Officer; VP of Software Development | 1995–1999 | Led SS&C technology; Board cites strong understanding of IT matters |
| SS&C Technologies | Manager, SS&C Direct | 1998–1999 | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific Packaging Products | Chairman & CEO | 1999–present | Industrial packaging, supply chain services |
| Packaging Distributors of America | Director (former) | N/A | Prior board service (not current) |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Governance Committee .
- Independence: Board determined Varsano is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Each current director attended ≥75% of Board and committee meetings in 2024; Board met 4x; Audit 8x; Compensation 4x; Nominating & Governance 5x .
- Board structure: Classified board; Varsano is Class I (term ends 2026) .
- Expertise: Designated as Audit Committee financial expert; skills include financial expertise and innovation/data/technology services per Board matrix .
Fixed Compensation (Non-Employee Director Program; FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Committee chair fee (Nominating & Governance) | $20,000 | Chair premium |
| Total cash fees (Varsano) | $110,000 | Includes chair fee |
Policy reference: Lead Independent Director $50,000; Audit Chair $30,000; Compensation Chair $25,000; Nominating Chair $20,000; reimbursed reasonable expenses .
Performance Compensation (Equity; FY2024)
| Component | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $200,024 | Vests at earlier of 1-year anniversary or next meeting date | All non-employee directors eligible; 2024 grants as disclosed |
| RSUs outstanding (as of 12/31/2024) | 3,339 units | N/A | Aggregate RSUs outstanding per director (excl. Walton-Ruskin) |
| Options outstanding (as of 12/31/2024) | 39,000 options | Various | Aggregate options outstanding per Varsano |
- Director equity is time-based; no performance-conditioned awards for directors. No meeting fees; equity is intended to align interests, not tied to operational metrics .
Other Directorships & Interlocks
| Entity | Public/Private | Relationship to SS&C | Interlocks/Conflicts |
|---|---|---|---|
| Pacific Packaging Products | Private | No related party transactions disclosed | None disclosed – |
| Packaging Distributors of America | Private | Prior board role | None disclosed |
No related-party transactions reported involving Varsano; related-party items disclosed relate to CEO, CEO family members, and SILAC investment/contracts, not Varsano –.
Expertise & Qualifications
- Technology and software leadership from prior SS&C roles; broad IT understanding .
- Audit Committee financial expert designation by Board .
- Governance leadership as Chair of Nominating & Governance, overseeing director selection, independence determinations, ESG oversight, and Board evaluations .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership | 107,425 shares (<1%) | As of 3/25/2025 – |
| Included in beneficial ownership | 33,000 options exercisable within 60 days; 3,349 RSUs vesting within 60 days | Footnote breakdown |
| Total options outstanding (director-level disclosure) | 39,000 | As of 12/31/2024 |
| Ownership guidelines | 5x annual board cash retainer | All directors in compliance as of 12/31/2024 |
| Hedging/pledging policy | Prohibited | Anti-hedging/anti-pledging policy in place |
Governance Assessment
- Board effectiveness: Varsano strengthens governance through chairing Nominating & Governance and serving on Audit; independence affirmed despite prior SS&C employment over two decades ago .
- Alignment: Cash/equity mix consistent with market; RSUs vest annually to support alignment; compliance with robust stock ownership guideline (5x retainer) and anti-hedging/pledging policy .
- Engagement: Directors encouraged to attend annual meetings; all attended in 2024; Board met shareholders actively (58% of outstanding shares engaged; context for exec comp and governance) .
- Compensation committee practices: Uses independent consultant (FW Cook); no consultant conflicts; strong pay-for-performance structure for executives; director pay capped and equity plan contains best-practice controls (no repricing, minimum vesting) –.
Red Flags
- None disclosed for Varsano regarding related-party transactions, pledging/hedging, legal proceedings, or attendance. Note: Company-level related parties largely involve CEO and family; continued oversight by Audit Committee (on which Varsano serves) mitigates conflict risk – –.
Supporting Governance Data
| Item | 2024 | Notes |
|---|---|---|
| Board meetings | 4 | All directors ≥75% attendance |
| Audit Committee meetings | 8 | Varsano member |
| Nominating & Governance meetings | 5 | Varsano chair |
| Say-on-pay approval | 88% (2023 & 2024) | Robust shareholder support |