Sector: Industrials
CLARIVATE PLC · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Re-Election of Directors
Against Analysis
Mr. Snyder has served since December 2021 and his full tenure overlaps with Clarivate's severe stock underperformance — the stock lost 72.8% over three years while the compensation peer group median was down only 2.7%, a gap of 70.1 percentage points that far exceeds the 20-point trigger; the five-year record (stock down 90.6% vs. peers up 1.1%) provides no mitigating improvement, so a vote against is warranted.
Ms. Okun Bomba has served since May 2020, meaning her tenure fully covers the three-year underperformance period during which Clarivate's stock fell 72.8% while peers declined only 2.7%; the 70.1 percentage-point gap far exceeds the 20-point policy threshold, and the five-year record is even worse, so a vote against is warranted.
Mr. Cortas has served since October 2020, giving him full tenure overlap with the severe underperformance period; Clarivate's stock underperformed its peer group median by 70.1 percentage points over three years and by 91.7 percentage points over five years, both well above policy thresholds, so a vote against is warranted.
Mr. Levyn has served since October 2020 and his tenure fully overlaps with Clarivate's severe multi-year stock underperformance; the three-year gap of 70.1 percentage points versus peers and the five-year gap of 91.7 percentage points both far exceed policy thresholds, so a vote against is warranted.
Mr. Munk has the longest tenure on the board, having served since May 2019, meaning he has overseen the entire period of value destruction; Clarivate's stock underperformed peers by 70.1 percentage points over three years and 91.7 percentage points over five years, both well above policy thresholds, so a vote against is warranted.
Dr. Pritchett has served since July 2022, meaning his tenure covers more than half of the three-year underperformance window; Clarivate's stock underperformed the peer group median by 70.1 percentage points over three years and 91.7 percentage points over five years, far exceeding policy thresholds, so a vote against is warranted.
For Analysis
Mr. Cornick joined the board in July 2025, which is less than 24 months ago, so he is exempt from the stock performance trigger under policy; no other disqualifying factors are present and he brings relevant financial and governance experience as former President and CFO of a public company.
Ms. Heywood joined the board in May 2024, which is less than 24 months ago, making her exempt from the TSR trigger under policy; she brings extensive operational and strategic experience as COO of a major holding company and no other disqualifying factors apply.
Dr. Saha joined the board in May 2023, which is less than 24 months from the record date, making him exempt from the TSR trigger under policy; he brings relevant life sciences expertise and no other disqualifying factors are present.
Mr. Shem Tov joined the board in August 2024 as CEO, which is less than 24 months ago, so he is exempt from the director TSR trigger under policy; this assessment is independent of the Say on Pay vote and no other disqualifying factors apply to his board seat.
Seven of the ten director nominees fail the three-year TSR trigger: Clarivate's stock declined 72.8% over three years while the compensation peer group median declined only 2.7%, a gap of 70.1 percentage points that far exceeds the 20-point threshold applicable when absolute TSR is negative; the five-year record (stock down 90.6% vs. peers up 1.1%) provides no mitigating improvement for any of these seven directors. Three directors — Cornick, Heywood, and Saha — are exempt as they joined within the past 24 months; CEO Shem Tov is also exempt on the same basis. The vote is AGAINST seven long-tenured directors and FOR the three recently appointed directors and the CEO.
CEO
Matti Shem Tov
Total Comp
$8,350,984
Prior Support
99%%
While the prior say-on-pay vote received 99% support and the pay structure itself is formally well-designed (88% variable for the CEO, meaningful performance conditions on equity awards, and a robust clawback policy), the pay-for-performance alignment check cannot be passed: Clarivate's stock declined 72.8% over three years while the company paid above-benchmark variable compensation to executives, and the stock underperformed the compensation peer group median by 70.1 percentage points over that same period. The CEO received $8.35 million in total compensation in 2025 — including over $6 million in equity awards — while shareholders experienced catastrophic value destruction, and the 2023 performance stock awards paid out at only 32.5% of target but this modest reduction is insufficient to offset the overall disconnect between executive rewards and shareholder outcomes. Under policy, above-benchmark variable pay paired with more than 20 percentage points of TSR underperformance versus peers requires a vote against.
Auditor
PricewaterhouseCoopers LLP
Tenure
9 yrs
Audit Fees
$8,366,000
Non-Audit Fees
$144,000
PwC has audited Clarivate since 2016 (approximately nine years), well below the 25-year threshold that would trigger a concern about independence; non-audit fees (audit-related fees of $142,000 plus other fees of $2,000 = $144,000) represent less than 2% of audit fees of $8,366,000, far below the 50% threshold; PwC is a Big 4 firm appropriate for a company of Clarivate's size and complexity, and no material restatements were identified.
Clarivate's 2026 annual meeting ballot presents three proposals, and the most significant concern across all of them is the company's severe and sustained stock underperformance — shares have lost 72.8% over three years and 90.6% over five years while the compensation peer group averaged small declines and gains respectively, a gap that triggers negative votes against seven long-tenured directors and against the executive compensation program. The auditor ratification is the only uncontroversial item, with PwC's low non-audit fee ratio and appropriate tenure supporting a straightforward vote in favor.
17 companies disclosed in 2026 proxy filing
