SEC Form DEF 14A filed by CCC Intelligent Solutions Holdings Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Dear Fellow Stockholders,

We are pleased to invite you to attend the Annual Meeting of Stockholders of CCC Intelligent Solutions Holdings Inc. (“CCC” or the “Company”) to be held on Thursday, May 22, 2025, at 10:00 a.m. Central Time (the “Annual Meeting”). This year’s Annual Meeting will, once again, be conducted virtually. You will be able to attend the meeting online by visiting www.virtualshareholdermeeting.com/CCCS2025. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your notice of internet availability of proxy materials.

The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:

Our Board of Directors (the “Board”) has set the record date as March 25, 2025. Only stockholders that owned shares of the Company’s common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment or postponement thereof. A list of the Company’s stockholders of record will be available at our corporate headquarters located at 167 N. Green Street, 9th Floor, Chicago, Illinois 60607.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

Sincerely,

 

The fiscal year 2025 annual meeting of stockholders of CCC Intelligent Solutions Holdings Inc. (“CCC” or the “Company”) will be held virtually on Thursday, May 22, 2025, at 10:00 a.m. Central Time for the following purposes:

Stockholders of record as of the close of business on March 25, 2025 are entitled to vote. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 23, 2024, at 167 N. Green Street, 9th Floor, Chicago, Illinois 60607.

The Notice of Internet Availability of Proxy Materials is first being delivered to the Company’s stockholders of record on or about April 8, 2025.

By Order of the Board of Directors,

 

Kevin Kane, Chief Legal Officer

 

Notice of Internet Availability of Proxy Statement and Annual Report. As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our annual report available to our stockholders electronically via the Internet. The notice of internet availability contains instructions on how to access this proxy statement and our annual report and vote online or submit your proxy over the Internet or by telephone. Even if you received the notice by mail, you will not automatically receive a printed copy of the proxy materials by mail. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice.

Householding. The SEC rules permit us to print an individual’s multiple accounts on a single set of annual meeting materials. To take advantage of this opportunity, we have summarized on one set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the annual meeting materials, as requested, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the annual meeting materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish to receive individual copies of the proxy materials.

Registered Stockholders. If you hold shares in your own name, you are a registered stockholder and may vote during the virtual Annual Meeting at www.virtualshareholdermeeting.com/CCCS2025. You will need to log in by entering your unique 16-digit control number included on your notice of internet availability of proxy materials. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Annual Meeting in the following ways:

Proxies submitted via the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 21, 2025.

Registered Stockholders. Registered stockholders may change a properly executed proxy at any time before its exercise:

If you are a stockholder as of the Record Date and have logged in using your 16-digit control number, you may type questions into the dialog box provided at any point during the meeting (until the floor is closed to questions). The audio broadcast of the Annual Meeting will be archived at www.virtualshareholdermeeting.com/CCCS2025 for at least one year.

If you are not a stockholder as of the Record Date or do not log in using your 16-digit control number, you may still log in as a guest and listen to the Annual Meeting, but you will not be able to ask questions or vote at the meeting.

A plurality of the votes properly cast is required to elect each nominee named herein. This means that the nominee receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Withhold votes and broker non-votes will not impact the election of the nominee.

The affirmative vote of a majority of the votes properly cast is required to approve the Say-on-Pay Proposal. Abstentions and broker non-votes will have no impact on the result of the Say-on-Pay Proposal.

As an advisory vote, the result of the Say-on-Pay vote will not be binding on the Board or the Human Capital and Compensation Committee. The result of the Say-on-Pay vote will, however, provide the Board and the Human Capital and Compensation Committee with important feedback from our stockholders about our executive compensation philosophy, objectives and program. The Board and the Human Capital and Compensation Committee value the opinions of our stockholders and expect to take into account the result of the vote when considering future executive compensation decisions and when evaluating the Company’s executive compensation program.

The affirmative vote of a majority of the votes properly cast is required to approve the Auditor Ratification Proposal. Abstentions will have no effect on the result of the Auditor Ratification Proposal. There will not be broker non-votes with respect to the Auditor Ratification Proposal.

Stockholders wishing to make a director nomination or bring a proposal before the fiscal year 2026 annual meeting must provide written notice of such proposal to the Secretary at the Company’s principal executive offices no later than February 21, 2026, and not earlier than the close of business on January 22, 2026, assuming the Company does not change the date of the fiscal year 2026 annual meeting of stockholders by more than 30 days before or more than 60 days after the anniversary of the fiscal year 2025 Annual Meeting. If so, the Company will release an updated time frame for stockholder proposals. Any stockholder proposal or director nomination must comply with the other provisions of the Company’s bylaws (the “Bylaws”) and be submitted in writing to the Secretary at the Company’s principal executive offices.

In addition to satisfying the requirements of the Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Secretary at the Company’s principal executive officer that sets forth all the information required by Rule 14a-19 of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than the deadline set forth above under the advance notice provisions of the Bylaws.

Our business and affairs are managed under the direction of our Board, which is currently comprised of seven directors with one vacancy. Our Certificate of Incorporation (the “Charter”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Charter also provides that our Board will be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the director class, name, age and other information for each member of our Board:

The Board believes that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, our Board seeks to, as a whole, be competent in key corporate disciplines, including risk management, crisis management, leadership, regulatory issues, reputational issues, accounting and financial acumen, business judgment, governance, social responsibility, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry. The Nominating and Corporate Governance Committee and the Board believe that all directors must, at a minimum, meet the criteria set forth in the Company’s Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance

Committee will consider criteria such as qualifications, attributes, diversity of experience and skills in light of the Company’s business in the context of the needs of the Board. Additionally, the Nominating and Corporate Governance Committee considers a combination of factors for each director, including integrity, objectivity, independence, sound judgment, leadership, and courage.

Our Board believes that our Board should be a diverse body, and our Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our Nominating and Corporate Governance Committee may take into account the benefits of diverse viewpoints and other unique characteristics. Our Nominating and Corporate Governance Committee also considers these and other factors as it oversees the annual Board and committee evaluations. After completing its review and evaluation of director candidates, our Nominating and Corporate Governance Committee recommends to our full Board the director nominees for selection.

The Nominating and Corporate Governance Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: integrity, objectivity, independence, sound judgment, leadership and courage; our Board as a whole exhibits a diversity of background and experience. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and regulatory and social realities of the environment in which we operate, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below, and attributes highlighted in the table above, include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company.

Subject to any earlier resignation or removal in accordance with the terms of our Charter and our Bylaws, our Class I directors will serve until this Annual Meeting, our Class II directors will serve until the annual meeting of stockholders to be held in fiscal year 2026, and our Class III directors will serve until the annual meeting of stockholders to be held in fiscal year 2027. If elected by our stockholders at this Annual Meeting, our Class I directors will serve until the annual meeting of stockholders to be held in fiscal year 2028.

The Nominating and Corporate Governance Committee will consider stockholder recommendations for membership on the Board. Recommendations should be in writing and may be submitted to 167 N. Green Street, 9th Floor, Chicago, Illinois 60607 Attn: Nominating and Corporate Governance Committee.

When filling a vacancy on the Board, and subject to the Shareholder Rights Agreement, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new director and will recommend to the Board individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating and Corporate Governance Committee may engage third parties to assist in the search and provide recommendations. The candidates will then be evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee charter, and the same process will be used for all candidates, including candidates recommended by stockholders.

At CCC, we are committed to conducting our business in a responsible and sustainable manner, in accordance with law. Our ESG approach is designed to align with our corporate strategy and our mission to keep people’s lives moving forward when it matters most. Our Board has delegated responsibility for developing and implementing goals regarding environmental, social, and governance and sustainability matters to the Nominating and Corporate Governance Committee and has also directed that the Human Capital and Compensation Committee participate and provide oversight

and guidance on social and culture areas affecting ESG-related matters. The Board and the Audit Committee oversee our governance and risk management activities. We have a cross-functional ESG working group responsible for integrating sustainability, responsible practices, and stakeholder engagement into our operations.

We are committed to building inclusive teams and fostering an environment where unique perspectives are celebrated, in accordance with law. We believe a diverse workforce at all levels and an inclusive culture are foundational to our success and will enable us to better serve our customers. We have a Diversity Advisory Council (“DAC”) whose mission is to support the development and execution of our strategy.

Through the DAC, we support employee-driven employee resource groups (“ERGs”) – the African American Alliance, the Women’s Network, the Growing Professionals ERG and PROUD, made up of employees who identify as LGBTQ+ and their allies. In 2024, we also added two new ERGs - (1) CCC Se Puede, the mission of which is to support the Latin American and Hispanic communities through education, acknowledgement, and celebration, and (2) Parents and Caregivers Together, or “PACT”, which provides resources and support to all caregivers, whether they are new parents, caring for elderly parents, or anything in between. Each of our ERGs is open to all employees.

Additional information concerning our ESG programs is available on our website at https://www.cccis.com/about/environmental-social-and-governance. Our website is not part of this notice and proxy statement.

Our Board recommends that Teri Williams be elected as a member of the Board at the Annual Meeting.

The nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, the nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

Our Board has an Audit Committee, a Nominating and Corporate Governance Committee, and a Human Capital and Compensation Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

For the year ended December 31, 2024, our Board held 8 meetings, our Audit Committee held 7 meetings, our Nominating and Corporate Governance Committee held 3 meetings and our Human Capital and Compensation Committee held 5 meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve. In fiscal 2024, each director other than Christopher Egan, who served as a director of the Company during the entirety of fiscal year 2024, attended at least 75% of the aggregate meetings of the Board and committees on which the director served during such director’s tenure.

Each of our standing committees has a written charter which is available on the Investor Relations page of our website at https://ir.cccis.com/corporate-governance/governance-overview. Our website is not part of this notice and proxy statement.

The table below sets forth the composition of our Board committees as of March 25, 2025, as well as additional information concerning each of our Board committee’s and the principal functions thereof, as further described in the Charter of the respective committee:

The following section describes our Board leadership structure, the reasons our Board considers that this structure is appropriate at this time, the roles of various positions, and related key governance practices. Our Board believes that the mix of experienced independent directors and directors affiliated with our principal stockholders that currently make up our Board and our Board committee composition benefit the Company and its stockholders.

Our Board has an effective mix of independent directors and non-independent directors. Our Board includes seven independent directors.

With respect to the roles of Chairman of the Board and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Since the closing of the business combination, the roles of Chairman of the Board and Chief Executive Officer have been combined. We believe this board leadership structure is the most appropriate for the Company at this time because of the efficiencies achieved in having the roles of Chairman of the Board and Chief Executive Officer combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses enhances the decision-making processes of the Board as a whole.

Under our Corporate Governance Guidelines, during any period in which the roles of Chairman of the Board and Chief Executive Officer are combined, the Board will appoint a “presiding director” to ensure independent leadership in circumstances where it is appropriate for the Board to have a voice distinct from management. Eric Wei currently serves as our presiding director.

Pursuant to our Insider Trading Policy, we prohibit our employees, directors and officers from engaging in hedging transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, unless pre-approval is obtained. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan, unless pre-approval is obtained.

Our Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting of the Board by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board areas of risk and the appropriate mitigating factors. In addition, the Board receives periodic detailed operating performance reviews from management.

We are committed to ensuring our Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes. At periodic meetings of our Board and its committees, management reports to and seeks guidance from our Board and its committees with respect to what we believe are the most significant risks that could affect our business, such as legal and regulatory risks, cyber and privacy risks, and financial, tax and audit related risks.

We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our Code of Ethics is available on the Investor Relations page of our website at https://ir.cccis.com/corporate-governance/governance-overview. We intend to disclose any amendments to the Code of Ethics, or any waivers of its requirements, on our website or in public filings.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Human Capital and Compensation Committee.

Stockholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:

 

CCC Intelligent Solutions Holdings Inc.

167 N. Green Street, 9th Floor

Chicago, Illinois 60607

Telephone: (800) 621-8070

Attention: Board of Directors

c/o Chief Legal Officer

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. The Company will receive the communications and process them before forwarding them to the addressee. The Company may also refer communications to other departments within the Company. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Below are the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of the Company (See “—Election of Directors” for Mr. Ramamurthy’s biography):

The following Compensation Discussion and Analysis provides information about material elements of the compensation awarded to, earned by, or paid to the “named executive officers” (or “NEOs”) of the Company in fiscal year 2024, who include our principal executive officer, our principal financial officer and our three most highly compensated executive officers (other than our principal executive officer and principal financial officer), and up to two additional individuals who would have been one of the three most highly compensated executive officers if they were serving as an executive officer at the end of fiscal year 2024. For fiscal year 2024 the Company’s NEOs and their positions were:

CCC is a leading SaaS platform for the multi-trillion-dollar insurance economy, powering operations for insurers, repairers, automakers, part suppliers, and more. CCC cloud technology connects more than 35,000 businesses digitizing mission-critical workflows, commerce, and customer experiences. A trusted leader in artificial intelligence, customer experience, network and workflow management, CCC delivers technology that turns crucial moments into intelligent experiences, with the goal of shaping a world where life just works. Founded in 1980, CCC has been publicly traded since August 2021.

By executing our operating plan, we achieved strong financial performance for the fiscal year ended December 31, 2024:

Other business highlights for the fiscal year ended December 31, 2024 include the following:

“Adjusted EBITDA” and “Adjusted EBITDA Margin” are non-GAAP financial measures. See Annex A for reconciliations of each to the most directly comparable GAAP financial measure.

In accordance with the terms and conditions set forth in Mr. Ramamurthy’s October 2021 equity award agreements, as further described in the section from our proxy statement with respect to fiscal year 2021 titled “Narrative Disclosure to the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End Table,” Mr. Ramamurthy did not participate in the 2024 Annual Incentive Plan (“AIP”) or receive equity awards during fiscal year 2024 under the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan (as it may be amended from time to time, the “Equity Plan”).

In fiscal year 2024, the Human Capital and Compensation Committee granted time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under the Equity Plan to each of the NEOs other than Mr. Ramamurthy. Such PSUs vest on the basis of achievement of the Company’s revenue growth goals and adjusted EBITDA margin goals, in each case measured over a three-year period ending December 31, 2026. See the “Equity-Based Compensation” section below for further details regarding the equity grants made to our NEOs under the Equity Plan during fiscal year 2024.

In January 2025, the Human Capital and Compensation Committee certified financial performance under our 2024 AIP at 74.8% of target on the basis of achievement of revenue and adjusted EBITDA goals. Each of the NEOs participated in the 2024 AIP, other than Mr. Ramamurthy. The 2024 AIP plan design also provided for an individual performance multiplier to be applied based on the individual performance of each executive. See the “Annual Incentive Plan (AIP)” section below for further details regarding the annual incentive awards made to the NEOs under the 2024 AIP.

The Human Capital and Compensation Committee has structured our executive compensation program to ensure that our NEOs are compensated in a manner consistent with stockholder interests, competitive pay practices and applicable requirements of regulatory bodies. The following are important features of the design and operation of the Company’s executive compensation program.

The components of our 2024 executive compensation program consist primarily of elements that are generally available to executives, including base salary, annual variable cash compensation, long-term incentive equity awards and broad- based benefits.

To help retain and motivate the NEOs, the Human Capital and Compensation Committee aims to offer compensation that is competitive with our peers and industry through cash (base salaries and annual performance-based incentive awards) and equity (long-term incentive equity awards).

The Human Capital and Compensation Committee does not have a formal policy for allocating total compensation among the various components. Instead, the Human Capital and Compensation Committee uses its judgment, in consultation with the Company’s independent executive compensation consultant, as described below, to establish an appropriate balance of short- and long-term compensation for each NEO. The balance may change from year to year based on corporate strategy and objectives, among other considerations.

As discussed above, in accordance with the terms and conditions set forth in his 2021 equity award agreements, Mr. Ramamurthy’s 2024 target pay mix consisted solely of base salary.

The average pay mix for the other NEOs in fiscal year 2024 was 16% base salary, 8% target annual incentive, and 76% long- term incentive. 84% of such NEOs’ pay was variable and at risk, and 46% was tied to the achievement of pre-set performance goals.

The Human Capital and Compensation Committee regularly reviews best practices in executive compensation and uses the following guidelines to design our executive compensation programs:

The overall objective of CCC’s executive compensation program is to support the Company’s business objectives by attracting, retaining and engaging the highest caliber employees, including executive officers. The goals of the Human Capital and Compensation Committee with respect to executive compensation are to:

To achieve these goals, the Company endeavors to maintain compensation plans that tie a substantial portion of executives’ overall compensation to key financial goals that support the Company’s business strategy and align the interests of our executives with those of our stockholders. We believe our executive compensation program as developed and implemented, and as presented in this proxy statement, achieved these objectives for fiscal year 2024 compensation.

The Human Capital and Compensation Committee acts on behalf of our Board to oversee the compensation policies and practices applicable to all our employees, including the administration of our equity plans. The Human Capital and Compensation Committee annually assesses the performance of the Chief Executive Officer and other executives, and, based in part on the recommendations from the Chief Executive Officer (with respect to executives other than himself), and in part on consultation with certain other executives of the Company, approves the compensation of these executives; provided, that in no event does an executive provide any input on his or her own compensation.

The Human Capital and Compensation Committee retained the services of Alpine Rewards, LLC (“Alpine Rewards”) as its independent compensation consultant beginning in November 2023. During fiscal 2024, the Human Capital and Compensation Committee determined that it was appropriate to continue to retain Alpine Rewards due to their focus on the technology sector and high-touch methods to support the Company’s strategy. While Alpine rewards served as the Committee’s independent compensation consultant for the entirety of 2024, some decision making early in 2024 relied upon data and analysis that was provided by Aon plc, the Committee’s prior compensation consultant. In its capacity as independent compensation consultant, Alpine Rewards has advised the Human Capital and Compensation Committee on compensation matters related to the executive and director compensation programs and has assisted the Human Capital and Compensation Committee by, among other things:

The Human Capital and Compensation Committee has the sole authority to engage and terminate the services of Alpine Rewards, as well as to approve its compensation. Alpine Rewards made recommendations to the Human Capital and Compensation Committee but has no authority to make compensation decisions on behalf of the Human Capital and Compensation Committee or the Company. Alpine Rewards reported to the Human Capital and Compensation Committee and had direct access to the chairperson and the other members of the Human Capital and Compensation Committee. Alpine Rewards did not provide any other services to the Company in 2024.

The Human Capital and Compensation Committee conducted a specific review of its relationships with Alpine Rewards in 2024 and determined that its work for the Human Capital and Compensation Committee did not raise any conflicts of interest. Alpine Rewards’ work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC, and Nasdaq (the listing exchange on which the Company’s stock has been traded since December 19, 2022).

To aid the Human Capital and Compensation Committee in its responsibilities, the Chief Executive Officer provides the Human Capital and Compensation Committee with recommendations relating to the performance and achievements, including support of our corporate values, of each of the NEOs (other than himself). The Human Capital and Compensation Committee gives considerable weight to the Chief Executive Officer’s performance evaluations of the other NEOs because he has direct knowledge of the criticality of their work, performance and contributions. The Human Capital and Compensation Committee may consult with the Chief Human Resources Officer regarding pay decisions for other executives. Executives, including the Chief Executive Officer, do not participate in the Human Capital and Compensation Committee’s deliberations or decisions regarding their own compensation.

When considering executive compensation decisions, the Human Capital and Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies in the software and services industry, especially to understand the demand and competitiveness for attracting and retaining an individual with each NEO’s specific expertise and experience.

For 2024, the Human Capital and Compensation Committee believed referencing market data provided by our independent compensation consultant, along with other factors, was important when setting total compensation for the NEOs because competition for executive management is intense in our industry and the retention of a talented leadership team is critical to the Company’s success. However, while referencing the peer group compensation levels is helpful in determining market-competitive compensation for the NEOs, the Human Capital and Compensation Committee does not directly tie any pay elements to particular benchmarks within the peer group; rather, peer data is used as a market-check analysis and is just one factor considered in the annual compensation approval process. Other important considerations include employee knowledge, skills and experience; individual performance; scope of responsibilities; and any retention concerns.

The Human Capital and Compensation Committee, with the assistance of Alpine Rewards, considered several factors in determining the composition of a peer group for purposes of evaluating the 2024 compensation of the NEOs, including, but not limited to:

Using these criteria, the twenty (20) companies below were identified by the Human Capital and Compensation Committee and Alpine Rewards as most closely aligned to CCC and make up the Company’s defined peer group for 2024 executive compensation decisions. Our peer group for 2024 executive compensation decisions differs from our peer

group for 2023 executive compensation decisions as follows: (i) Alteryx, ANSYS, Black Knight, and Powerschool were removed from our peer group for 2024 as a result of their ceasing to be publicly traded companies and/or actual or anticipated merger activity; (ii) The Descartes Systems Group was removed from our peer group for 2024 as a result of it being a foreign issuer not meeting the pre-established, objective criteria set forth above; and (iii) Altair Engineering, BlackLine, Informatica and Procore Technologies were added to our peer group for 2024 based on their meeting the pre-established, objective criteria set forth above.

Our Human Capital and Compensation Committee has responsibility for establishing the Company’s compensation philosophy and objectives, determining the structure, components, and other elements of its programs, and reviewing and approving the compensation of the NEOs. The Human Capital and Compensation Committee has conducted a risk assessment and has concluded that the Company’s executive compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

In 2024, we held an advisory vote on the compensation of our NEOs pursuant to the “Say-on-Pay Proposal” at the Company’s 2024 annual meeting of stockholders (the “2024 Say-on-Pay Proposal”), and approximately 68% of the advisory votes cast voted to approve the compensation of our NEOs.

As part of our ongoing shareholder engagement and in response to the results of the 2024 Say-on-Pay Proposal, CCC conducted additional targeted shareholder outreach in 2024 regarding our executive compensation practices. We reached out to our top 10 institutional shareholders at the time of this outreach, not including the Advent Investor. Collectively, this group holds approximately 42% of the shares of our outstanding common stock.

While not all shareholders who were offered a meeting accepted, we gained valuable insights regarding what is important to these shareholders and how they assess executive compensation at portfolio companies. Overall, engaged shareholders expressed confidence in the CEO and the broader management team and general support of our executive compensation practices. Shareholders also commented on the modifications made to certain PSUs in 2023, as described in our proxy statement with respect to fiscal year 2023, and provided opinions with respect to incentive plan metrics that they believe provide significant incentives for management and reward positive stockholder results. While CCC chose not to make any specific plan design changes to our executive compensation practices for fiscal year 2025 at this time, we are committed to continuing to engage with shareholders and to considering feedback when making future design decisions.

Eileen Schloss, the Chair of the Human Capital and Compensation Committee, as well as representatives from CCC leadership in Finance, Legal, and Human Resources, participated in these shareholder meetings.

The Human Capital and Compensation Committee reviewed and considered the results of this advisory vote, as well as the feedback from our shareholder outreach efforts, when evaluating the compensation of our NEOs in the 2024 fiscal year.

As recommended by our stockholders pursuant to the “Say-on-Frequency Proposal” voted on by the stockholders at the Company’s 2023 annual meeting of the stockholders, the Human Capital and Compensation Committee has determined to hold an advisory vote on the compensation of the NEOs every year.

Pursuant to the “Say-on-Pay Proposal” included in this proxy statement, stockholders will be voting at the Annual Meeting to approve the compensation of our NEOs.

The Human Capital and Compensation Committee will continue to consider the outcome of the “say-on-pay” and “say on frequency” stockholder advisory vote when making compensation decisions regarding our NEOs.

Base salaries serve to provide fixed cash compensation to the NEOs for performing their ongoing responsibilities. Base salaries for the NEOs are approved upon joining the Company by the Human Capital and Compensation Committee, and then reviewed and adjusted, as appropriate, by the Human Capital and Compensation Committee on an annual basis, in consultation with our Independent Compensation Consultants and certain other executives of the Company.

Such annual adjustments are based on factors that may include, but are not limited to:

The Human Capital and Compensation Committee does not apply any specific formulas to determine increases in base salaries for NEOs, but instead makes an annual evaluation of the factors listed above. Increases in base salary, if any, typically take effect in March of each calendar year.

The Human Capital and Compensation Committee reviewed the NEO’s annual base salaries based on the considerations outlined above. Based on this review, in March 2024 the Human Capital and Compensation Committee made merit-based increases to the base salaries of the NEOs as follows:

In fiscal year 2024, each of the NEOs, other than Mr. Ramamurthy, were provided short-term, performance-based annual incentives pursuant to the 2024 AIP. The Company believes that such annual incentives, among other things:

Each of the NEOs, other than Mr. Ramamurthy, participated in the 2024 AIP. The NEOs that participated in the 2024 AIP had an established annual incentive target, which was equal to a percentage of their actual earned base salary for fiscal year 2024. The actual earned 2024 AIP payout, if any, was calculated based on a combination of Company and individual performance.

For fiscal year 2024, the NEOs, other than Mr. Ramamurthy, had the following annual incentive target opportunities under the 2024 AIP.

 

In February 2024, the Human Capital and Compensation Committee established the Company performance metrics for the 2024 AIP—revenue (weighted 60%) and adjusted EBITDA (weighted 40%). These metrics were selected because they align with the way in which the investment community evaluates the Company’s performance and because these metrics were among the most important factors in increasing stockholder value in fiscal year 2024. This weighting was in line with the fiscal year 2023 AIP plan design. The threshold and target levels, as approved, the actual achievement for 2024, and the resulting payouts on these metrics are set forth below (interpolation is used for achievement between threshold and target, as well as for above target up to a maximum payout cap of 200%).

The Human Capital and Compensation Committee established the performance goals in consideration of our annual operating plan, financial guidance provided to the public markets and other factors.

As shown in the table above, in fiscal year 2024 the Company achieved revenue (as described above) of $938.0M and adjusted EBITDA (as described above) of $423.1M, resulting in Company performance at 74.8% of target.

The 2024 AIP plan design also provided for an individual performance multiplier to be applied based on the individual performance of each executive. Mr. Herb was awarded a 100% individual performance multiplier based on his leadership resulting in the continued financial performance of CCC; Mr. Fredman was awarded a 100% individual performance multiplier based on his instrumental role in the evaluation, diligence, and negotiation of the Company’s acquisition of EvolutionIQ; and Mr. Goodson was awarded a 100% individual performance multiplier for the launch of several new and enhanced product offerings in 2024.

Mr. Silva departed from the Company on December 31, 2024, prior to the certification and payment of the awards under the 2024 AIP, and therefore, per the terms of the 2024 AIP, he was not eligible to receive an award under the 2024 AIP.

Following the application of the individual performance multipliers set forth above, the Human Capital and Compensation Committee certified the 2024 AIP awards set forth in the table below for each NEO, other than for (i) Mr. Ramamurthy, who did not participate in the 2024 AIP, and (ii) Mr. Silva, who departed from the Company on December 31, 2024 prior to the certification and payment of the awards under the 2024 AIP, and therefore, per the terms of the 2024 AIP he was not eligible to receive an award under the 2024 AIP.

A significant portion of executive pay is delivered as long-term incentive equity awards, which are designed to align the NEO’s interests with stockholder interests, promote retention through the reward of long-term Company performance, and encourage ownership in the Company.

The Company’s shareholders previously approved the Equity Plan, which provides for grants of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash-based awards. The Human Capital and Compensation Committee has been appointed as the “Administrator” of the Equity Plan. As permitted under the Equity Plan, the authority to grant and amend certain awards has been delegated to a committee of certain members of our management team.

During fiscal year 2024, the Company granted equity awards in the form of RSUs and PSUs. RSUs serve as an important retention vehicle and align the interests of management and stockholders while being less dilutive than stock options. PSUs encourage retention, aligning the interests of management and stockholders, and incentivize strong financial and market performance.

The Human Capital and Compensation Committee determines the size of annual equity grants according to each NEO’s position. To do so, the Human Capital and Compensation Committee generally references the market data of peer group companies as provided by our Independent Compensation Consultants, and takes into consideration each NEO’s recent performance history, his or her potential for future responsibility and criticality of his or her work to the long-term success of the Company. The Human Capital and Compensation Committee has the discretion to give relative weight to each of these factors as it sets the size of the annual equity grant to appropriately create an opportunity for reward based on increasing stockholder value.

Our NEOs, other than Mr. Ramamurthy, each received annual grants of RSUs and PSUs in fiscal year 2024. PSUs awarded to each such NEO represented 50% of their total annual equity grant, with the other 50% of their total annual equity grant awarded in the form of RSUs. The following annual equity grants were awarded to our NEOs, other than Mr. Ramamurthy, in 2024:

The PSUs granted to each of our NEOs in fiscal year 2024 (other than Mr. Ramamurthy) as a component of their annual equity award may be earned and vest upon the achievement of goals for two performance metrics measured during the three-year performance period ending December 31, 2026. 50% of such 2024 PSUs are subject to performance goals relating to the Company’s compounded average revenue growth rate (“CAGR”), and 50% of such 2024 PSUs are subject to performance goals relating to the Company’s adjusted EBITDA margin. Each of the revenue CAGR-based PSUs and the adjusted EBITDA margin-based PSUs may, separately, be earned and vest at a rate between 50% and 200% of the target PSUs granted, based on linear interpolation between a threshold and maximum achievement level of the applicable performance goal. For each of the revenue CAGR-based PSUs and the adjusted EBITDA margin-based PSUs, if the Company does not meet the applicable threshold level of performance there is no payout for the respective PSU. For further information on the grants of equity awards made to our NEOs during fiscal year 2024, see the “Fiscal Year 2024 Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2024 Fiscal-Year End” tables below.

In the first quarter of fiscal year 2025, the Human Capital and Compensation Committee certified the achievement of the performance conditions of (i) revenue CAGR-based PSUs granted in fiscal year 2022 which were subject to performance goals relating to the Company’s revenue CAGR and a minimum adjusted EBITDA margin (as described in more detail in our proxy statement with respect to fiscal year 2022) and (ii) the total shareholder return (“TSR”)-based PSUs granted in fiscal year 2021 and modified in fiscal year 2023 which were subject to performance goals relating to the relative TSR of the Company during the performance period from August 2, 2021 through December 31, 2024, as compared to the other companies comprising the Russel 3000 index as of August 2, 2021, and a maximum payout level of 100% (as described in more detail in our proxy statement with respect to fiscal year 2023). The Human Capital and Compensation Committee certified, based on the audited financial results of the Company, a payout level of 85.61% for the 2022 revenue CAGR-based PSUs and certified, based on the report of an independent financial advisor engaged by the Company for such purpose, a payout level of 100% for the 2021 TSR-based PSUs. As a result of the certification and vesting of the 2022 revenue CAGR-based PSUs and the 2021 TSR-based PSUs, in each case, which occurred on February 27, 2025, shares of our common stock were distributed to the NEOs as follows:

To help achieve the compensation objective of linking interests of the Company’s stockholders with those of the Company’s executive officers and directors, the Company adopted stock ownership guidelines effective as of January 1, 2023, covering its executive officers, including the 2024 NEOs, and non-employee members of the Board. The guidelines provide that each such officer or director own and hold shares of our stock with a value equal to a certain multiple of their annual base salary or, in the case of non-employee members of the Board, his or her annual cash fees, multiplied by the applicable multiplier described below. Only shares held outright will be counted toward satisfaction of these guidelines. Each covered individual is expected to meet his or her applicable ownership level within five years of implementation of the guidelines or, if later, within five years of becoming a covered individual.

The Company has adopted an Insider Trading Policy that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. Under the Company’s Insider Trading Policy, directors and executive officers, as well as other employees, are prohibited from engaging in the following activities with respect to the capital stock of the Company without prior clearance from the Chief Legal Officer:

The Company’s Insider Trading Policy is available as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2024.

The Human Capital and Compensation Committee adopted a Clawback Policy that complies with Nasdaq’s clawback listing standards, Section 10D of the Exchange Act and the rules promulgated thereunder (the “Clawback Policy”). In the event that we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, the Clawback Policy requires that covered executives must reimburse us, or forfeit, any excess incentive-based compensation “received” (as defined in Section 10D of the Exchange Act) by such covered executive during the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement. Executives covered by the Clawback Policy include our current and former executive officers, as determined by the Human Capital and Compensation Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards, and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the Human Capital and Compensation Committee.

Incentive-based compensation subject to the Clawback Policy includes any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the

excess of the incentive-based compensation “received” based on the erroneous data over the incentive-based compensation that would have been “received” had it been based on the restated results and is computed without regard to any taxes paid. The Clawback Policy will only apply to incentive-based compensation “received” on or after the effective date of Nasdaq Listing Rule 5608.

The Clawback Policy is available as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023.

The Company has entered into written employment agreements with each of our NEOs that set forth the terms of their employment, including initial base salaries, eligibility to participate in our annual incentive plans and severance benefits, and also subjects the NEOs to standard restrictive covenants. See the sections below titled “Narrative Disclosure to the Fiscal Year 2024 Summary Compensation Table and Fiscal Year 2024 Grants of Plan-Based Awards Table” and “Potential Payments Upon Termination or Change in Control” for further details regarding the NEOs’ employment agreements.

The Company offers a comprehensive array of benefits to its employees, including the NEOs. Benefit programs include a variety of health insurance plans, a 401(k) plan with matching contributions at board-approved levels, and an individual supplemental disability plan. These benefits are offered to all eligible employees, including the NEOs, to attract and retain employees. The Company does not offer defined benefit pension or other supplementary retirement benefits to employees. The Company also provides modest health club/wellness and parking benefits to certain NEOs, as detailed in the “Fiscal Year 2024 Summary Compensation Table” below. Our health club/wellness benefits are provided more broadly within the organization.

As part of the Company’s overall compensation program all full-time employees in the U.S., including the NEOs, have the opportunity to participate in a defined contribution 401(k) plan. The Company’s 401(k) plan is intended to qualify under Section 401 of the Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Effective as of July 1, 2024, the Company’s 401(k) plan provides for a matching contribution by the Company in an amount equal to fifty cents ($0.50) for each dollar ($1.00) contributed by the participant, up to 8% of the participant’s salary, subject to limitations imposed by the Internal Revenue Service. Prior to July 1, 2024, the Company’s 401(k) plan provided for a matching contribution by the Company in an amount equal to fifty cents ($0.50) for each dollar ($1.00) contributed by the participant, up to 6% of the participant’s salary, subject to limitations imposed by the Internal Revenue Service. Matching contributions for the NEOs for fiscal year 2024 are outlined in the footnotes to the “Fiscal Year 2024Summary Compensation Table” below.

In addition to our broad-based benefits set forth above, our executive leadership team, which includes the NEOs, is also eligible to participate in Company provided financial planning and advisory support through The Ayco Company, L.P. (“Goldman Sachs Ayco”) and an executive physical program through MDVIP, Inc. (“MDVIP”).

Goldman Sachs Ayco provides guidance to the executive across several key financial planning disciplines including, but not limited to, benefits and compensation, retirement, investments, and estate and tax planning.

MDVIP provides a comprehensive executive physical with a participating physician of the executive’s choosing that goes beyond the traditional annual physical.

These executive perquisites, while modest, protect the interests of the Company and assist with attracting and retaining key talent amongst the Company’s executive leadership team. See the “Fiscal Year 2024 Summary Compensation Table” below for the value of these executive perquisite as received by our NEOs in 2024.

In addition to considering the tax consequences, the Human Capital and Compensation Committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity- based awards, in determining the size and form of different equity-based awards.

The Company follows the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for share-based payment arrangements. FASB ASC Topic 718 requires the Company to measure the compensation expense for all share-based payment arrangements, which include the equity-based awards made by the Company and described elsewhere in this Proxy, based on the grant date “fair value,” or incremental “fair value” on a modification date, as applicable, of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

This report of the Human Capital and Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The Human Capital and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Human Capital and Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Human Capital and Compensation Committee

The following table summarizes the compensation awarded to, earned by, or paid to, our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.