Michael Zamkow
SS&C Technologies HoldingsAbout Michael J. Zamkow
Independent director at SS&C Technologies since 2014 (Class I; term expiring at the 2026 annual meeting). Age 69. Retired Goldman Sachs partner (1994–2001) who led the firm’s Fixed Income, Currency and Commodities (FICC) business from 1999–2001; prior 17-year career at Goldman Sachs. Former Trustee of Northeastern University. Determined independent by the Board under Nasdaq rules. Serves on the Compensation Committee (member since 2016).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner; led FICC business | Partner 1994–2001; led FICC 1999–2001; 17-year career through Nov 2001 | Senior markets leadership; capital markets expertise |
| Northeastern University | Board of Trustees (former) | Not disclosed | Oversight at major academic institution |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in SS&C’s 2025 proxy for Mr. Zamkow |
Board Governance
| Item | Details |
|---|---|
| Board class/term | Class I; term ends at 2026 annual meeting |
| Independence | Board determined he is independent under Nasdaq Rule 5605(a)(2) |
| Committee assignments | Compensation Committee member (Chair: Jonathan E. Michael) |
| Attendance | Each current director attended ≥75% of Board and committee meetings in 2024; Board met 4x in 2024 |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting |
| Lead Independent Director | Role held by Jonathan E. Michael; presides over executive sessions and serves as liaison |
| Governance structure | Classified board; majority voting in uncontested elections; proxy access; mandatory retirement age 75 |
Fixed Compensation (Director)
| Year | Cash Retainer | Chair/Lead Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $90,000 | $0 (not a chair/lead) | Not disclosed (program specifies retainers, not per-meeting fees) | $90,000 |
Program design for non-employee directors: $90,000 annual retainer; additional for Lead ($50k), Audit Chair ($30k), Compensation Chair ($25k), Nominating Chair ($20k). Annual RSU grant ~$200,000 granted around annual meeting; new directors also historically receive a $100,000 initial RSU grant. RSUs vest on the earlier of the 1st anniversary of grant or next stockholder meeting. Directors reimbursed for reasonable expenses. Ownership guideline: ≥5x annual cash retainer; all non-employee directors were in compliance as of 12/31/2024. Anti-hedging/anti-pledging policy applies to directors.
Performance Compensation (Director and Committee Oversight)
| Year | Equity Grant Type | Grant Value | Vesting |
|---|---|---|---|
| 2024 | RSUs (annual director grant) | $200,024 | Earlier of 1-year from grant or next stockholder meeting |
For context (Compensation Committee oversight): 2024 executive annual bonus metrics and outcomes
| Metric (25% each) | 2024 Target | 2024 Actual | Payout vs. Target |
|---|---|---|---|
| Adjusted Revenue | $5,767.7M | $5,875.9M | 212.6% |
| Organic Revenue Growth | 4.5% | 6.1% | 196.0% |
| Operating Cash Flow | $1,342.0M | $1,385.0M | 153.5% |
| Adjusted Consolidated EBITDA | $2,237.5M | $2,277.4M | 196.1% |
| Aggregate Company Performance Factor | — | — | 189.5% (no strategic modifier applied) |
Additional committee practices: The Compensation Committee is composed entirely of independent directors, uses FW Cook as its independent compensation consultant, and oversees clawback policies, ownership guidelines, and risk assessments. FW Cook’s engagement was evaluated for independence; no conflicts identified.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Mr. Zamkow |
| Potential interlocks | None disclosed; no related person transactions involving Mr. Zamkow identified in the proxy’s related-party section |
| Overboarding policy | Independent directors limited to ≤4 public boards (incl. SS&C) without Board approval |
Expertise & Qualifications
- Capital markets, risk and financial services expertise from senior Goldman Sachs roles, including leadership of FICC. The Board’s skills matrix attributes Financial Expertise and extensive industry experience to Mr. Zamkow.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (3/25/2025) | 82,400 | <1% of class |
| Options outstanding (12/31/2024) | 39,000 | Director stock options outstanding as disclosed |
| RSUs/stock awards outstanding (12/31/2024) | 3,339 | Aggregate stock awards outstanding per director (ex-Walton-Ruskin) |
| Pledged shares | None disclosed; hedging/pledging prohibited by policy | |
| Ownership guideline status | Directors required to hold ≥5x retainer; all non-employee directors in compliance as of 12/31/2024 |
Governance Assessment
- Alignment and independence: Long-tenured independent director with deep financial markets experience; serves on the Compensation Committee alongside the Lead Independent Director (Chair). Board affirms independence; attendance met threshold; anti-hedging/anti-pledging and strong ownership guidelines support alignment.
- Compensation structure: Balanced director pay with majority equity (~69% equity; $200,024 RSUs vs $90,000 cash in 2024), promoting shareholder alignment; no meeting fees disclosed, mitigating pay inflation for attendance.
- Committee rigor signals: Use of formulaic executive bonus metrics and multi-year PSU metrics with relative TSR modifier; high 2024 bonus payout reflects strong company performance; committee employs independent advisor (FW Cook) and maintains two clawback policies. These are positive signals for compensation governance.
- Conflicts/related parties: Proxy discloses related-party items involving the CEO (e.g., SILAC, family employment), but none involving Mr. Zamkow. This reduces conflict risk specific to him.
- RED FLAGS: None identified specific to Mr. Zamkow. No pledging permitted; independence affirmed; attendance threshold met; no disclosed related-party transactions for him.
Note: Where education specifics (degrees/institutions) are not disclosed in SS&C’s proxy, they are omitted.