Normand Boulanger
SS&C Technologies HoldingsAbout Normand A. Boulanger
Normand A. Boulanger is an independent Class I director of SS&C Technologies and Vice Chair of the Board; he has served on the Board since 2006 and previously held multiple senior operating positions at SS&C before retiring as an employee on February 3, 2020. He is 63 years old and the Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SS&C Technologies | Vice Chair of the Board | Appointed Aug 2018 – Present | Board leadership role (non-chair of committees) |
| SS&C Technologies | President & Chief Operating Officer | Oct 2004 – Feb 2020 | Led global operations |
| SS&C Technologies | EVP & COO | Oct 2001 – Oct 2004 | Operations leadership |
| SS&C Technologies | SVP, SS&C Direct | Mar 2000 – Sep 2001 | Business unit leadership |
| SS&C Technologies | VP, SS&C Direct | Apr 1999 – Feb 2000 | Business unit leadership |
| SS&C Technologies | VP, Professional Services (Americas) | Jul 1996 – Apr 1999 | Services leadership |
| SS&C Technologies | Director of Consulting | Mar 1994 – Jul 1996 | Consulting leadership |
| The Travelers | Manager of Investment Accounting | Sep 1986 – Mar 1994 | Investment accounting |
External Roles
- No other current public company directorships or external committee roles were disclosed for Mr. Boulanger in the 2025 Proxy.
Board Governance
- Committee assignments: None; Mr. Boulanger is not listed on Audit, Compensation, or Nominating & Governance committees.
- Chair roles: None (Lead Independent Director is Jonathan E. Michael; Audit Chair: Smita Conjeevaram; Comp Chair: Jonathan E. Michael; N&G Chair: David A. Varsano).
- Independence: Board determined Mr. Boulanger is independent under Nasdaq Rule 5605(a)(2).
- Class/term: Class I director; current term ends at the 2026 annual meeting.
- Attendance: Each current director attended at least 75% of the aggregate of Board and applicable committee meetings in 2024 (Board met 4x; Audit 8x; Comp 4x; N&G 5x).
- Annual meeting: All then-Board members attended the 2024 Annual Meeting.
Fixed Compensation (Non‑Employee Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $90,000 |
| Committee chair fees | $0 (not a chair) |
| Lead Independent Director premium | $0 (not Lead ID) |
| Equity – RSU annual grant (grant-date fair value) | $200,024 |
| Total FY2024 director compensation | $290,024 |
Program design context:
- Standard non-employee director pay: $90,000 cash retainer; annual RSU grant ~$200,000; additional chair/lead fees apply to others (Lead ID $50,000; Audit Chair $30,000; Comp Chair $25,000; N&G Chair $20,000).
- RSUs granted around the annual meeting vest on the earlier of the first anniversary of grant or next stockholder meeting date.
Performance Compensation (Equity Structure and Metrics)
| Item | Detail |
|---|---|
| Annual Director RSU design | Time-vested; vests by next annual meeting/1 year; no performance metrics for director RSUs. |
| Director stock ownership guideline | Directors must hold stock equal to at least 5x annual cash retainer; all non-employee directors were in compliance as of Dec 31, 2024. |
| Hedging/pledging | Company policy prohibits hedging and pledging of company stock by directors. |
| Options outstanding (as of 12/31/2024) | 653,000 options outstanding (aggregate) for Mr. Boulanger. |
Other Directorships & Interlocks
| Company/Organization | Role | Status |
|---|---|---|
| — | — | No other current public company board roles disclosed. |
Expertise & Qualifications
- Board skills matrix indicates Mr. Boulanger brings executive leadership; governance/public company board experience; industry experience (financial services and healthcare software/services); investments/strategy & corporate development; client relations/sales/marketing; innovation/data/technology services; financial software; and complex organization leadership.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 989,925 (includes exercisable derivatives within 60 days) |
| Ownership as % of outstanding | <1% of shares outstanding |
| Options exercisable within 60 days (included above) | 653,000 |
| RSUs vesting within 60 days (included above) | 3,349 |
| Shares pledged | None permitted under anti-pledging policy |
| Compliance with director ownership guideline | In compliance as of Dec 31, 2024 (5x cash retainer) |
Governance Assessment
- Strengths: long-tenured operator with deep company and industry knowledge; independent under Nasdaq rules; meets attendance and ownership guidelines; anti-hedging/pledging and dual clawback policies in place.
- Potential risk considerations:
- Prior executive role and current Vice Chair title may raise perceived independence concerns despite formal independence designation.
- Company-level related party and control dynamics (not involving Mr. Boulanger): CEO has nomination rights via Stockholders Agreement and must serve as Chair while CEO; SS&C invested in SILAC where the CEO has an economic interest; several CEO family members employed with disclosed compensation. These are governance red flags the Board must oversee rigorously.
- Say-on-pay support was strong (88% in 2023 and 2024), suggesting general investor alignment on pay design.
Overall, there are no related-person transactions or pledging disclosures involving Mr. Boulanger; his compensation and ownership align with SS&C’s director program and policies, and his committee non-membership reduces potential conflicts in audit/compensation decision-making. Continued attention to company-level control/related-party topics remains prudent for investor confidence.