Smita Conjeevaram
SS&C Technologies HoldingsAbout Smita Conjeevaram
Independent director (age 64) at SS&C Technologies since 2015; Chair of the Audit Committee since November 2022. Former CFO for credit hedge funds and Deputy CFO for credit funds at Fortress Investment Group (2010–2013), with prior CFO roles at Everquest Financial (2006–2009) and Strategic Value Partners (2004–2005). Certified public accountant with Big‑4 tax background; previously served on SS&C’s Nominating & Governance Committee before joining Audit in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group LLC | CFO – Credit Hedge Funds; Deputy CFO – Credit Funds | 2010–2013 | Senior finance leadership in hedge fund operations |
| Everquest Financial LLC | Chief Financial Officer | 2006–2009 | CFO responsibilities |
| Strategic Value Partners LLC | Chief Financial Officer | 2004–2005 | CFO responsibilities |
| Big‑4 public accounting firms | Tax specialist | Early career | CPA; tax and accounting foundation |
External Roles
| Company | Role | Notes |
|---|---|---|
| McGrath RentCorp | Director | Current public company board |
| SkyWest, Inc. | Director | Current public company board |
| WisdomTree Investments, Inc. | Director | Current public company board |
Board Governance
- Committee assignments: Audit Committee Chair; members include David A. Varsano and Debra Walton‑Ruskin; Audit met 8 times in 2024 . The Board determined all committee members are independent under Nasdaq and SEC rules; Audit members designated “audit committee financial experts” .
- Independence: Board determined Ms. Conjeevaram is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: Board met 4 times in 2024; Audit 8; Compensation 5; Nominating & Governance 5. Each current director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Audit oversight scope: External auditor appointment/oversight; financial reporting; internal controls; risk and cybersecurity oversight; related‑party transactions policy; insider trading policy .
- Governance practices: Majority voting with resignation policy; proxy access (3%/3 years, up to 20% of board); stock ownership guidelines; anti‑hedging/anti‑pledging policy .
- Lead Independent Director role: Active counterbalance to combined CEO/Chair structure; responsibilities codified in guidelines .
- Audit Committee Report signed by Chair Smita Conjeevaram, confirming oversight of 2024 audited financials and auditor independence .
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fees ($) | Equity (RSUs) Grant-Date FV ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 90,000 | 30,000 (Audit Chair) | 200,024 | 320,024 |
- Non‑employee director program: Annual cash retainer $90,000; Audit Chair $30,000; annual RSU grant ~$200,000; vest by next annual meeting or first anniversary .
- Director stock ownership guidelines: Minimum holding equal to 5x annual board cash retainer; all non‑employee directors in compliance as of Dec 31, 2024 .
Performance Compensation
- Non‑employee director compensation is not performance‑linked; RSUs vest time‑based. No bonus metrics, options for directors are legacy/limited; no dividends on unvested awards and strong clawback/anti‑hedging policies apply at company level .
Other Directorships & Interlocks
| External Board | Potential SS&C Interlock/Conflict |
|---|---|
| McGrath RentCorp; SkyWest; WisdomTree | No related‑party transactions disclosed involving Ms. Conjeevaram or these entities. SS&C’s Audit Committee reviews any related person transactions per policy; none noted for her . |
Expertise & Qualifications
- Financial expert (Audit & Accounting, Financial Expertise) per Board skills matrix; deep industry experience and risk management exposure .
- CPA and former Big‑4 tax specialist; extensive CIO/CFO‑adjacent finance leadership in complex organizations; hedge fund operations skillset .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 39,925 shares; <1% of outstanding |
| Included in beneficial ownership | 27,000 options exercisable within 60 days; 3,349 RSUs vesting within 60 days |
| Director options outstanding (as of 12/31/24) | 27,000 options (non‑employee director table) |
| Ownership guidelines compliance | Directors compliant with 5x retainer requirement |
| Hedging/pledging | Prohibited by SS&C policy for directors |
Insider Trades
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2024‑08‑13 | Sale (Form 4) | 48,500 | $70.82 | $3,434,910 |
- Additional Form 4 activity is recorded for SSNC insiders around May 2025; specific amounts for Ms. Conjeevaram beyond the above sale are not detailed here. See SEC EDGAR filings for SSNC for full Form 4 history .
Governance Assessment
- Strengths: Long‑tenured independent director with robust finance/audit credentials; currently Audit Chair overseeing auditor independence, internal controls, risk and cybersecurity; designated audit financial expert; strong governance features (majority voting, proxy access, anti‑hedging/pledging, ownership guidelines) enhance alignment and accountability .
- Alignment: Director pay is modest and primarily time‑vested equity plus fixed cash; stock ownership guidelines met, supporting “skin‑in‑the‑game” alignment .
- Engagement signals: Board met with 14 of top 20 holders (~58% of outstanding shares excluding CEO) across May 2024–Mar 2025; say‑on‑pay support 88% in both 2023 and 2024—positive investor confidence in governance/compensation oversight .
- Potential flags to monitor: August 2024 sale of 48,500 shares—typical diversification but worth tracking pattern/frequency; no hedging/pledging permitted; no related‑party transactions disclosed for her .
- Overall: Her audit leadership, independence, and compliance posture underpin board effectiveness; governance structures and shareholder engagement mitigate conflicts and support investor confidence .