Jonathan Michael
SS&C Technologies HoldingsAbout Jonathan Michael
Jonathan E. Michael, age 71, is an Independent Director (since 2010) at SS&C, serving as Lead Independent Director since November 2022 and Chair of the Compensation Committee since June 2024; he previously served on the Audit Committee from 2010 to June 2024, acting as Audit Chair for six years, and has been a member of the Nominating and Governance Committee since 2013. He retired as CEO of RLI Corp. at the end of 2021 and retired as Chairman of RLI’s Board in May 2024; his current Class II term at SS&C expires in 2027. The Board cites his extensive financial services and operational experience as supporting his directorship.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLI Corp. | CEO; previously President, COO, EVP, CFO | 1982–2021 (CEO), Chairman retired May 2024 | Led specialty insurer; concluded tenure with Chairman retirement in May 2024 |
| SS&C Board | Audit Committee Chair | Six years within 2010–June 2024 | Chaired Audit for six years; concluded Audit service in June 2024 |
| SS&C Board | Nominating & Governance Committee member | Since 2013 | Ongoing governance oversight |
| SS&C Board | Compensation Committee Chair | Since June 2024 | Chairs compensation oversight for executives and directors |
| SS&C Board | Lead Independent Director | Since Nov 2022 | Board leadership; shareholder engagement |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Markel Group Inc. | Independent Board Member | Current | Public company directorship; financial services expertise |
| TADA Cognitive Solutions, LLC | Chairman of the Board | Current | Private technology company leadership |
| Bradley University | Chairman, Board of Trustees | Current | Non-profit academic governance |
| OSF St. Francis Medical Center | Community Advisory Board Member | Current | Community engagement |
| Easterseals Central Illinois Foundation | Board Member | Current | Non-profit involvement |
| Gilmore Foundation | Board Member | Current | Non-profit involvement |
Board Governance
- Class II Director; term ending at the 2027 annual meeting. Independent under Nasdaq Rule 5605(a)(2).
- Roles: Lead Independent Director (since Nov 2022), Compensation Committee Chair (since June 2024), Nominating & Governance member (since 2013), prior Audit Committee service (2010–June 2024; Audit Chair for six years).
- 2024 meeting cadence and attendance: Board met 4 times; Audit 8; Nominating & Governance 5; Compensation Committee held 5 meetings; each current director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting.
- Shareholder engagement: As Lead Independent Director, reported meetings with 14 of top 20 stockholders covering ~58% of outstanding shares (excluding CEO) from May 2024 to March 2025.
- Compensation Committee responsibilities: oversees executive and director compensation, incentive/equity plans, clawback/recoupment policies, stock ownership guidelines, and risk assessment; can retain independent consultants.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 90,000 | Standard non-employee director retainer |
| Lead Independent Director Fee | 50,000 | Additional cash compensation |
| Compensation Committee Chair Fee | 25,000 | Additional cash compensation |
| Fees Earned in Cash (FY2024) | 165,000 | Includes LID and Comp Chair fees |
Performance Compensation
| Element | Grant Date | Grant Value ($) | Vesting Schedule | Performance Metrics Applied |
|---|---|---|---|---|
| Annual RSU Award (FY2024) | On/around annual meeting | 200,024 | Vests on earlier of first anniversary or next stockholder meeting date | None (time-based RSUs; no performance metrics disclosed) |
New director initial RSU grant policy: $100,000 vesting after one year (not applicable to Michael in 2024).
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Markel Group Inc. | Independent Board Member | Within SS&C “overboarding” guideline (≤4 public boards for independents); no related person transactions disclosed involving Michael. |
| TADA Cognitive Solutions, LLC | Chairman | Private company; no SS&C related person transaction disclosures involving Michael. |
| Bradley University (Board of Trustees) | Chairman | Non-profit; no SS&C related person transaction disclosures involving Michael. |
SS&C’s related person transaction disclosures focus on SILAC and certain family employments; no references to Mr. Michael in those disclosures.
Expertise & Qualifications
- Extensive leadership and financial services expertise from RLI Corp. (roles spanning CFO, COO, President, CEO), including experience aligned with SS&C’s target client base.
- Board and committee leadership experience (Audit Chair 6 years; current Comp Chair; Lead Independent Director).
- The Board concluded he should serve due to extensive financial services and operational experience.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 164,528 | As of March 25, 2025; less than 1% of class (*) |
| Options Exercisable (within 60 days) | 27,000 | Included in beneficial ownership footnote |
| RSUs Vesting (within 60 days) | 3,349 | Included in beneficial ownership footnote |
| Director Stock Ownership Guideline | 5× annual cash retainer | All non-employee directors were in compliance as of Dec 31, 2024 |
| Anti-hedging/Anti-pledging Policy | Prohibits hedging and pledging by directors | Policy prohibits such transactions; shares pledged not indicated |
Governance Assessment
- Alignment: Cash + RSU mix with strong stock ownership guidelines (5× retainer) and anti-hedging/pledging policy; compliance confirmed for all non-employee directors as of year-end 2024.
- Board effectiveness: Serves as Lead Independent Director, chairs Compensation Committee, and previously chaired Audit Committee; active shareholder engagement reported.
- Independence and attendance: Board determined Michael is independent; directors met attendance thresholds; board and committees maintained regular cadence.
- Compensation governance: Compensation Committee uses independent consultant FW Cook; annual agenda and risk assessments; no consultant conflicts identified.
- Conflicts: No related person transactions disclosed involving Michael; his public board service appears within SS&C’s overboarding limits.