🧾 What This Document Is

This is CCC's Definitive Proxy Statement (DEF 14A). It's a formal invitation and information packet for the company's 2026 Annual Shareholder Meeting. Its purpose is to give shareholders the details they need to vote on key company decisions, like electing directors and approving executive pay.

🏢 What The Company Does

👉 In simple terms, CCC provides the software brain for the car insurance and repair industry. They are a leading SaaS and AI platform connecting insurers, repair shops, automakers, and parts suppliers. Their cloud technology powers over 35,000 businesses to digitize workflows, manage networks, and handle claims. Think of them as the digital hub that helps get your car fixed and the insurance claim sorted after an accident.

📅 Meeting & Voting Details

The Annual Meeting is virtual-only on Thursday, May 21, 2026, at 10:00 a.m. CT.

Record Date: March 27, 2026. Only shareholders on this date can vote.
Outstanding Shares: 586,681,711 shares of common stock.
How to Vote: You can vote online during the meeting or submit a proxy in advance by Internet, phone, or mail.

🗳️ What You're Voting On

The Board recommends voting FOR all proposals:

Elect 3 Directors: Neil de Crescenzo, William Ingram, and John Schweitzer (Class II, until 2029).
Say-on-Frequency (Advisory): Vote on how often to vote on executive pay (Board recommends every 1 year).
Say-on-Pay (Advisory): Vote to approve executive compensation as disclosed.
Ratify Auditor: Appoint Deloitte & Touche LLP as the independent accounting firm for 2026.

👥 Board & Governance

Structure: The Board is classified (three classes with staggered 3-year terms).
Board Members: 8 directors total. The table shows their skills (CEO experience, tech, finance, etc.).
Committees: Key committees are Audit, Human Capital & Compensation (HCCC), and Nominating & Corporate Governance (NCGC).
ESG: The Board oversees ESG initiatives, with committees delegated specific responsibilities.
Recent Change: John Schweitzer joined the Board on March 2, 2026, and the NCGC was reconstituted.

💼 Executive Changes

The filing details current and former executive officers. Key recent changes:

Tim Welsh became President in March 2025.
Joshua Valdez became Chief Product Officer in February 2026.
Mary Jo Prigge retired as Chief Service Delivery Officer in June 2025.
John Goodson resigned as Chief Product & Technology Officer in October 2025.

💰 Executive Compensation (The Core Story)

This is the most detailed section, especially because last year's "Say-on-Pay" vote only got 54% approval.

CEO Pay: Unique. Githesh Ramamurthy did not get an annual cash bonus or new equity awards in 2025 under his existing 2021 agreements.
Response to Low Approval: The company conducted major shareholder outreach (talked to investors representing ~64% of shares). Key Changes for 2026:
- New Long-Term Incentive (LTI): Shifted to focus on 3-year Revenue Growth as the primary metric, with a modifier based on Relative Total Shareholder Return (TSR) vs. a tech peer group. Why? Better aligns pay with the shareholder experience and reduces overlap with the annual bonus.
- No Mid-Stream Changes: Committed not to modify performance goals on existing awards.
- Increased Director Ownership: Independent directors' stock ownership guideline raised to 5x their annual cash retainer.
2025 Pay Structure (For NEOs other than CEO):
- Base Salary: Fixed cash. Annual increases were modest (e.g., CEO +4.4%, CFO +3.5%).
- Annual Bonus (AIP): Target = 50% of salary. Based 60% on Revenue, 40% on Adjusted EBITDA, with a modifier for the EvolutionIQ acquisition's performance. Payout was 69.3% of target for 2025.
- Long-Term Equity: Mix of Time-Based RSUs (vest over 3 years) and Performance-Based PSUs. 2025 PSUs vested based on 3-year Revenue Growth and Adjusted EBITDA Margin goals (through 2027).

📊 Business Highlights (FY 2025)

The company tied executive pay to strong financial results:

Revenue: $1,057.0 million (+11.9% YoY). First time crossing $1 billion!
Adjusted EBITDA: $436.0 million (+9.7% YoY), with a 41% margin.
AI Revenue: Nearly $100 million (10% of total revenue).
Share Buybacks: Returned over $500 million to shareholders, retiring ~65.5 million shares.

🔮 What's Next (Forward-Looking)

Compensation: The new LTI design (Revenue + Relative TSR) is in effect for 2026 grants.
Stock-Based Comp: Expected to trend down as a % of revenue, projected to reach high-single digits in 2027.
Governance: The NCGC will continue its annual review considering shareholder feedback.
Strategy: Focus on integrating EvolutionIQ (acquired in 2025), growing AI solutions, and strengthening customer relationships.

⚖️ Big Picture

👍 Strengths:
- Hit major revenue milestone ($1B+), showing strong growth.
- High profitability (41% Adj. EBITDA margin) and strong free cash flow.
- Responding to shareholder feedback on pay alignment (new LTI design).
- Strong customer relationships with large insurers and repairers.
⚠️ Risks:
- Say-on-Pay Pressure: Last year's 54% approval is a clear warning sign; needs to demonstrate the new plan works.
- Executive Turnover: Recent changes in key C-suite roles (CPO, CSTO, CSO).
- Classified Board: Some shareholders may view the staggered board structure as less accountable.
- Execution Risk: Success depends on integrating EvolutionIQ and executing on the AI strategy.

🧠 The Analogy

Think of this proxy like the annual meeting packet for a large Homeowners Association (HOA). The board (directors) is asking the homeowners (shareholders) to:

Re-approve some current board members and add a new one (John Schweitzer).
Vote on how often they should get a survey about whether the HOA management's pay is fair (Say-on-Frequency & Say-on-Pay).
Renew the contract with the accounting firm that audits the HOA's books. The detailed compensation sections are like the HOA explaining why the management company's performance bonuses are tied to collecting fees on time (revenue) and keeping maintenance costs low (EBITDA), especially after some homeowners complained the bonuses were too high last year.

🧩 Final Takeaway

CCC is holding its annual shareholder meeting to elect directors and approve pay. After a lukewarm shareholder vote on executive compensation last year, the company made significant changes to its long-term incentive plan, shifting focus to revenue growth and relative shareholder return to better align pay with investor outcomes. The company itself hit a major milestone with over $1 billion in revenue in 2025.

CCC Intelligent Solutions Holdings Inc. — DEF 14A Filing