Cerence Inc. DEF 14A: Executive Compensation Details

Ticker: CRNC · Form: DEF 14A · Filed: 2024-12-31T00:00:00.000Z

Sentiment: neutral

Topics: executive-compensation, proxy-statement, governance

Related Tickers: CRNC

TL;DR

Cerence Inc. DEF 14A out: Executive pay details for Dhawan & Ortmanns, equity awards, pension values disclosed.

AI Summary

Cerence Inc. filed a DEF 14A with the SEC on December 31, 2024, detailing executive compensation and corporate governance matters for the fiscal year ending September 30, 2024. The filing includes information on equity awards granted to executive officers such as Mr. Dhawan and Dr. Ortmanns, with specific dates and valuations related to vesting and performance. It also outlines changes in pension values and other compensation components for the covered years.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal significant details about executive compensation and potential conflicts of interest, which may influence stock performance.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

Who are the key executive officers mentioned in relation to compensation data?

The filing references compensation data related to Mr. Dhawan and Dr. Ortmanns, among others, in the context of equity awards and pension values.

What fiscal year does this filing primarily cover?

While filed on December 31, 2024, the compensation data and discussions within this DEF 14A primarily relate to the fiscal year ending September 30, 2024, and prior periods.

What type of compensation is detailed for the executive officers?

The filing details equity awards, including those granted and vested, as well as changes in pension values and other compensation components.

Where is Cerence Inc. headquartered?

Cerence Inc.'s business address is listed as 25 Mall Road, Suite 416, Burlington, MA 01803.

Filing Stats: 4,410 words · 18 min read · ~15 pages · Grade level 16.9 · Accepted 2024-12-31 16:05:19

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29 HOW WE DETERMINE EXECUTIVE COMPENSATION 36 COMPENSATION COMMITTEE REPORT 49 FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE 50 FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS TABLE 52 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 53 FISCAL YEAR 2024 OPTION EXERCISES AND STOCK VESTED TABLE 55 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 57 PAY VERSUS PERFORMANCE DISCLOSURE 60 CEO PAY RATIO 64 EQUITY COMPENSATION PLAN INFORMATION 65 TRANSACTIONS WITH RELATED PERSONS 65 PROPOSAL TWO NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION 66 PROPOSAL THREE RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 67 AUDIT COMMITTEE REPORT 68

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 69 DELINQUENT SECTION 16(A) REPORTS 70 PROPOSAL FOUR APPROVAL OF AN AMENDMENT TO COMPANY'S CHARTER 71 ADDITIONAL INFORMATION 73 NOTE REGARDING FORWARD-LOOKING STATEMENTS 74 ANNEX A A- 1 Table of Contents PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OF CERENCE INC. February 13, 2025 This proxy statement (this "Proxy Statement") is furnished in connection with the solicitation by Cerence Inc. ("we," "us," "our," "Cerence" or the "Company") on behalf of the Board of Directors of the Company (the "Board" or the "Board of Directors") of proxies for use at the 2025 Annual Meeting of Shareholders of the Company to be held virtually on Thursday, February 13, 2025 at 11:00 a.m. Eastern Time, at www.proxydocs.com/CRNC (the "2025 Annual Meeting"). On or about December 31, 2024, we will mail to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. Other shareholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form. 1 Table of Contents PROXY STATEMEN T SUMMARY This Proxy Statement provides information for shareholders of Cerence, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company's common stock ("Common Sto

: Demographic Background

Part II: Demographic Background African American or Black Alaskan Native or Native American Asian 1 2 Hispanic or Latinx Native Hawaiian or Pacific Islander White 3 3 3 4 Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background 2 6 Table of Contents Corporate Governance We are committed to good corporate governance, which we believe promotes the long-term interests of our shareholders, fosters sustained business success, and strengthens our Board of Directors and management accountability. We have the following practices in place to assist us in managing risk in order to promote the long-term interests of our shareholders. Annual election of directors Separate Chairperson and CEO Substantial majority of independent directors 100% independent committee members Independent directors meet regularly without management present More than 50% of Board members are women or come from a diverse background Shareholder right to call special meetings Majority voting in director elections with resignation policy Proxy access Annual Board self-assessment and review of committee charters and governance policies and procedures Annual say-on-pay vote Pay-for-performance philosophy and structure Stock ownership requirement for directors and named executive officers, with CEO at 5x annual base salary Anti-hedging and pledging policies No automatic acceleration of equity awards upon a "change of control" Use of independent compensation consultant to Compensation Committee Compensation Recovery Policy 7 Table of Contents VOT ING Each share of Common Stock entitles the holder thereof to one vote on each of the matters to be acted upon at the 2025 Annual Meeting, including the election of directors. Votes cast online or by proxy at the 2025 Annual Meeting will be tabulated by Mediant Communications, Inc., the Inspector of Elections. Any proxy will be voted in accordance with the instruc

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