Francesco Vanni d’Archirafi
SS&C Technologies HoldingsAbout Francesco Vanni d’Archirafi
Francesco Vanni d’Archirafi, 65, was elected to SS&C’s Board on March 24, 2025 as an independent Class III director; he is up for shareholder election at the 2025 Annual Meeting and currently holds no SS&C committee assignments . He is Chairman of Euroclear Holding SA/NV and Euroclear SA/NV and Audit Committee Chair at Mapfre S.A., with a prior career in senior leadership roles at Citigroup, including CEO of Citi Holdings and CEO of Global Transaction Services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | CEO, Citi Holdings; CEO, Global Transaction Services; Global Head, Treasury & Trade Solutions | Various 2007–2018 | Ran large global businesses in financial services with M&A and securities services expertise . |
| Citibank Europe plc | Chair | 2005–2017 | European bank leadership and oversight . |
| Citi International plc | Chair and CEO | 2001–2004 | Led international banking entity . |
| LCH Group Holdings Ltd; Private Export Funding Corporation; Banco Nacional de Mexico | Board roles (prior) | Not disclosed | Market infrastructure/finance oversight experience . |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Euroclear Holding SA/NV; Euroclear SA/NV | Chairman of the Board | Current | Governance and strategy oversight at major post-trade market infrastructure provider . |
| Mapfre S.A. | Independent Director; Chair of Audit (and Compliance) Committee | Current (public company) | Audit oversight and financial reporting governance . |
| Verti S.p.A. | Chairman of the Board | Current | Insurance subsidiary governance (Mapfre group) . |
| Euroclear Foundation | Board Member | Current | Nonprofit governance . |
| Grimaldi Alliance (Advisory Council); American University Kogod School (Co-chair Advisory Council); IESE Business School (International Advisory Board) | Advisory roles | Current | Strategic/academic advisory . |
| United Way Worldwide | Board of Trustees | Current | Nonprofit governance . |
Board Governance
- Independence: The Board determined Francesco is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments at SS&C: None currently; Audit Committee members are Conjeevaram (Chair), Varsano, Walton-Ruskin; Compensation Committee: Michael (Chair), Zamkow; Nominating & Governance: Varsano (Chair), Michael, Walton-Ruskin .
- Board structure: Classified board; Francesco is Class III with term ending at the 2025 Annual Meeting and nominated for a term through 2028 .
- Attendance: The Board met 4 times in 2024; committees met 8/4/5 times, and all then-current directors attended ≥75% of their meetings. Francesco joined in March 2025; 2024 attendance does not apply to him .
- Shareholder engagement: From May 2024 to March 2025, SS&C met with 14 of top 20 holders (≈58% of outstanding shares excluding CEO holdings) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard for non-employee directors . |
| Chair/Lead Fees | Lead Independent Director $50,000; Audit Chair $30,000; Compensation Chair $25,000; Nominating Chair $20,000 | Role-dependent; Francesco currently holds no SS&C chair roles . |
| Initial RSU Grant (new director) | $100,000 grant value | Granted upon election; vests on first anniversary . |
| Annual RSU Grant | $200,000 grant value | Granted around the annual meeting; vests by next annual meeting or first anniversary . |
| Expense Reimbursement | Reasonable out-of-pocket expenses reimbursed | Standard director policy . |
Performance Compensation
- SS&C does not use performance-linked pay for non-employee directors; director equity is time-vesting RSUs. Below are Francesco’s disclosed equity awards:
| Grant Type | Grant Date | Units | Fair Value/Price | Vesting | Source |
|---|---|---|---|---|---|
| Initial RSU (Board election) | 2025-03-24 | 1,209 | $0 per RSU (award) | Vests on first anniversary of grant | Form 4 URL: https://www.sec.gov/Archives/edgar/data/1402436/000095017025060164/0000950170-25-060164-index.htm . |
| Annual Director RSU | 2025-05-21 | 2,547 | $0 per RSU (award) | Standard director annual grant vest cycle | Form 4 URL: https://www.sec.gov/Archives/edgar/data/1402436/000095017025076923/0000950170-25-076923-index.htm. |
Other Directorships & Interlocks
| External Entity | Public Company? | Potential Interlock/Conflict |
|---|---|---|
| Mapfre S.A. | Yes (Spain) | No SS&C-related transactions disclosed; Francesco chairs Audit/Compliance at Mapfre S.A. . |
| Euroclear Holding/SA/NV | No (private) | No SS&C-related transactions disclosed . |
| Verti S.p.A. | No (subsidiary within Mapfre group) | No SS&C-related transactions disclosed . |
The Company disclosed no related person transactions between Francesco and SS&C or its subsidiaries at appointment .
Expertise & Qualifications
- Financial services leadership, M&A, securities services; oversight of market infrastructure and insurance audit functions .
- The SS&C Board’s skills matrix shows Francesco contributes executive leadership, governance/public board experience, industry experience, investments/strategy, client relations/sales/marketing, innovation/data/technology services, audit/accounting, and financial software expertise (financial expertise not designated as SS&C Audit Committee financial expert because he is not on SS&C’s Audit Committee) .
Equity Ownership
| Item | Value/Status |
|---|---|
| Beneficial ownership (as of record date 2025-03-25) | “—” shares; percent “*” (<1%); RSUs vesting within 60 days count; his RSUs vest in 1 year, so not counted at record date . |
| Post-award RSU positions | 1,209 RSUs after 2025-03-24 grant; 2,547 RSUs after 2025-05-21 grant (awards) [Insider trades tool output URLs above]. |
| Ownership guidelines | Directors must hold stock equal to at least 5x annual cash retainer; shares counted include owned, certain trusts, vested deferred units, and 50% of unvested time-based RSUs; no time period to attain threshold; anti-hedging/anti-pledging policy in place . |
Governance Assessment
- Independence and conflicts: Independent under Nasdaq rules; no related-party transactions at appointment; no arrangements or prior employment with SS&C; reduces conflict risk and supports investor confidence .
- Committee effectiveness: Brings external audit chair experience (Mapfre) and chairmanship at Euroclear; SS&C could leverage his audit and global infrastructure expertise for risk oversight and cybersecurity discussions even without current committee seat .
- Compensation alignment: Director pay is standard-market at SS&C (cash retainer plus RSUs). Initial and annual RSU grants align director incentives with long-term shareholder value and comply with anti-hedging/pledging rules and ownership guidelines, though SS&C’s guideline has no time-based compliance requirement, which may be viewed as less stringent than peers .
- Shareholder engagement: Board engagement is active; addition of Francesco followed a rigorous Korn Ferry search led by the Nominating & Governance Committee, indicating governance process discipline .
- RED FLAGS to monitor:
- Overboarding risk: SS&C’s guidelines cap independent directors at ≤4 public company boards including SS&C. Disclosed current public role is Mapfre S.A.; other roles appear private/nonprofit; presently within limits but monitor future additions .
- Ownership guideline timing: No set time horizon to meet 5x retainer threshold; note for alignment policy rigor versus peers .
- Broader governance context: SS&C has founder-related agreements and related-party transactions (e.g., SILAC investment and family employment). None involve Francesco but are relevant to overall board independence climate .
Insider Trades (Director Form 4 Summary)
| Date (oldest→newest) | Type | Quantity | Security | Price | Post-Transaction RSUs | Filing URL |
|---|---|---|---|---|---|---|
| 2025-03-24 | Award (A) | 1,209 | RSUs | $0 | 1,209 | https://www.sec.gov/Archives/edgar/data/1402436/000095017025060164/0000950170-25-060164-index.htm |
| 2025-05-21 | Award (A) | 2,547 | RSUs | $0 | 2,547 | https://www.sec.gov/Archives/edgar/data/1402436/000095017025076923/0000950170-25-076923-index.htm |
SS&C disclosed in its proxy that non-employee directors receive annual RSU grants of $200,000 and newly elected directors receive an initial $100,000 RSU grant, consistent with the Form 4 awards above .
Additional Context
- Board added Francesco by increasing Board size from 7 to 8; unanimously recommended after third-party search; press release emphasizes his global finance expertise aiding SS&C’s international expansion strategy .
- Lead Independent Director reaffirmed governance focus and shareholder engagement during 2024–2025, welcoming Francesco to strengthen board capabilities .
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