Rahul Kanwar
SS&C Technologies HoldingsAbout Rahul Kanwar
Rahul Kanwar, age 50, is SS&C’s President and Chief Operating Officer, serving in this role since August 2018 after leading its Alternatives administration businesses; he was designated an executive officer in March 2013 and previously managed the Eisnerfast fund administration business at Eisner LLP, starting his career in public accounting . Under the current compensation framework, annual cash bonuses are tied to adjusted revenue, organic revenue growth, operating cash flow, and adjusted consolidated EBITDA, while long-term incentives hinge on 3-year adjusted EPS growth with a relative TSR modifier, aligning pay with shareholder value creation . Company performance in 2024 included GAAP revenue of $5,882.0M (+6.9% y/y), adjusted consolidated EBITDA of $2,281.0M (+8.2% y/y), and operating cash flow of $1,388.6M (+14.3% y/y) ; cumulative TSR from 12/31/2019–12/31/2024 was 131.10 vs peer group 207.86 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SS&C Technologies | President & COO | Aug 2018–present | Executive leadership of operations; successor pipeline noted by Board |
| SS&C Technologies | EVP & Managing Director, Alternative Assets | Sep 2017–Aug 2018 | Led alternatives administration segment |
| SS&C Technologies | SVP & Managing Director, Alternative Assets | Jan 2011–Sep 2017 | Oversaw Alternatives growth and operations |
| SS&C Technologies | Managing Director | 2005–present | Senior commercial leadership since 2005 |
| Eisner LLP (Eisnerfast LLC) | Manager, fund administration business | Pre-2005 | Ran fund administration platform prior to SS&C |
External Roles
No public company directorships or external board roles disclosed for Mr. Kanwar in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $673,958 | $800,000 | $800,000 |
| Annual Bonus Paid (Non-Equity Incentive, $) | $3,060,000 | $2,832,000 | $7,580,000 |
| Target Bonus Opportunity ($) | — | — | $4,000,000 |
Notes:
- 2025 base salary maintained at $800,000 .
- 2024 annual bonus mechanics: company factor 189.5% of target; no strategic modifier applied .
Performance Compensation
Annual Bonus Design and 2024 Outcomes
| Metric | Weighting | 2024 Target | 2024 Actual | Payout (% of Target) |
|---|---|---|---|---|
| Adjusted Revenue | 25% | $5,767.7M | $5,875.9M | 212.6% |
| Organic Revenue Growth | 25% | 4.5% | 6.1% | 196.0% |
| Operating Cash Flow | 25% | $1,342.0M | $1,385.0M | 153.5% |
| Adjusted Consolidated EBITDA | 25% | $2,237.5M | $2,277.4M | 196.1% |
| Company Performance Factor | — | — | — | 189.5% aggregate |
| Strategic Modifier | — | — | — | 0% (no adjustment) |
Design highlights: formulaic, capped at 250% of target; metrics match public guidance; +/-25% strategic modifier possible; payouts 100% cash .
2024 Long‑Term Incentive Grants (Grant Date: Feb 22, 2024)
| Award Type | Shares (Threshold) | Shares (Target) | Shares (Max) | Grant‑Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|---|
| PSUs | 69,725 | 92,966 | 185,932 | $6,309,602 | 3‑year performance (1/1/2024–12/31/2026); payout 0–200% based on 3‑Year Adjusted EPS Growth; ±20% modifier for relative TSR; no upward modifier if absolute TSR negative; double‑trigger CIC acceleration |
| RSUs | — | 46,483 | — | $3,000,013 | Time‑based, vests 1/3 annually over 3 years; double‑trigger CIC acceleration |
| Stock Options | — | 174,928 | — | $3,000,196 | Exercise price $64.54; vests 25% at year 1 then 1/36 monthly to year 4; double‑trigger CIC acceleration |
PSU performance curve:
- Adjusted Diluted EPS Growth: Threshold 4% → 50%; Target 7.5% → 100%; Max 11% → 200% .
- Relative TSR modifier: ≥80th percentile +20%; 55th percentile 0%; ≤30th percentile −20%; capped at 200% total; no upward modifier if absolute TSR negative .
2024 Realized from Equity
| Item | Quantity | Value ($) |
|---|---|---|
| Options exercised | 500,000 shares | $21,192,218 |
| Stock awards vested | 17,165 shares | $492,033 |
Equity Ownership & Alignment
| Ownership Measure | Detail |
|---|---|
| Beneficial ownership | 1,668,111 shares; “*” indicates less than 1% of class |
| Anti‑hedging/anti‑pledging | Company prohibits hedging and pledging of SSNC stock by employees and directors |
| Stock ownership guidelines | Executives subject to stock ownership/retention guidelines; Compensation Committee monitors compliance (CEO at 10x salary as example) |
| Outstanding unvested equity (as of 12/31/2024) | RSUs not vested: 47,154 units; market value $3,573,330; PSUs unearned: 188,618 units; market/payout value $14,293,472 (values at $75.78 close) |
| Notable options outstanding (selected) | 73,406 ex./94,380 unex. at $59.17 exp. 3/2/2033; 174,928 unex. at $64.54 exp. 2/22/2034; multiple earlier grants exercisable (see full table) |
Employment Terms
| Provision | Rahul Kanwar |
|---|---|
| Employment/severance | No severance arrangement beyond equity provisions (unlike CEO/CFO) |
| Change‑of‑control (CIC) | Double‑trigger acceleration only (termination without cause/for good reason within 24 months of CIC); no single‑trigger on grants ≥ Dec 2020 |
| CIC definitions | Plan defines CIC via ≥40% voting power change, board turnover, merger/consolidation tests, or asset sale; allows assumption/substitution/acceleration at Committee discretion |
| Death/Disability | Time‑vesting awards fully vest; PSUs vest pro‑rata at actual performance as of termination date |
| Clawbacks | Two policies: Dodd‑Frank mandated (no‑fault restatement) and expanded misconduct‑based clawback covering all incentive comp including time‑vested awards |
| Excise tax gross‑ups | Not provided to executives |
| Perquisites | Minimal; 2024 “All other” compensation: $8,317 (401k match $8,000; life insurance premiums $317) |
Potential vesting value on separation (as of 12/31/2024; at $75.78 close):
- CIC + qualifying termination: $37,452,172
- Death or disability: $23,448,977
Performance Compensation – Program Architecture
| Component | Metric | Weighting | Target Calibration | Vesting/Cap |
|---|---|---|---|---|
| Annual Cash Bonus | Adjusted Revenue | 25% | $5,767.7M (threshold $5,623.5M; max $5,911.9M) | 50–250% per metric; 250% cap overall; linear interpolation |
| Annual Cash Bonus | Organic Revenue Growth | 25% | 4.5% (threshold 2.0%; max 7.0%) | Same as above |
| Annual Cash Bonus | Operating Cash Flow | 25% | $1,342.0M (threshold $1,274.9M; max $1,409.1M) | Same as above |
| Annual Cash Bonus | Adjusted Consolidated EBITDA | 25% | $2,237.5M (threshold $2,125.6M; max $2,349.4M) | Same as above |
| Strategic Modifier | KPIs | ±25% | Strategic initiatives, HCM, individual leadership goals | Applied holistically; 0% used for 2024 |
| PSUs | 3‑Year Adjusted EPS Growth | 100% base | Threshold 4% → 50%; Target 7.5% → 100%; Max 11% → 200% | 0–200%; TSR modifier ±20% at ≥80th/≤30th percentile; no upward if absolute TSR negative; 200% cap |
| Options | Stock price appreciation | — | — | 4‑year vest (25% at yr‑1, remaining monthly); double‑trigger CIC |
| RSUs | Time‑based retention | — | — | 3‑year annual vest; double‑trigger CIC |
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group used for benchmarking included 17 companies (e.g., BR, FDS, INTU, PAYX, WDAY, PANW, GPN) and is reviewed annually for fit .
- Say‑on‑pay approval was 88% at both the 2023 and 2024 annual meetings; continued shareholder outreach with top holders was conducted in 2024–2025 .
Investment Implications
- High variable pay linkage: Mr. Kanwar’s 2024 bonus paid at 189.5% of target and long‑term incentives are majority performance‑based (PSUs at 50% of LTI value), creating alignment with revenue/EBITDA/cash flow and multi‑year EPS growth/TSR outcomes .
- Significant unvested equity and CIC economics: $37.45M of unvested awards could accelerate on a CIC with qualifying termination, indicating strong retention hooks but potential post‑deal vesting supply if separation occurs .
- Insider selling pressure watchpoint: 500,000 option exercises in 2024 (>$21.19M value realized) suggest ongoing liquidity events; monitor future Form 4 filings for additional exercises/sales around vesting dates and option maturities .
- Governance safeguards: dual clawbacks, anti‑hedging/pledging, no excise tax gross‑ups, and double‑trigger CIC vesting mitigate shareholder‑unfriendly risk, supporting pay‑for‑performance integrity .