PROXY STATEMENT

 

 

The proxy is solicited by the board of directors of Black Knight, Inc. for use at the Annual Meeting of Shareholders to be held on June 15, 2022 at 11:00 a.m., Eastern Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/BKI2022.

 

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 28, 2022 to all shareholders entitled to vote at the meeting.

 

The Company’s principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204, and its telephone number at that address is (904) 854-5100.

 

Forward-Looking Statements

 

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

 

GENERAL INFORMATION

ABOUT THE COMPANY

 

 

 

Black Knight is a premier provider of integrated, innovative, mission-critical, high-performance software solutions, data and analytics to the U.S. mortgage and real estate markets. Our mission is to transform the markets we serve by delivering innovative solutions that are integrated across the homeownership lifecycle and that result in realized efficiencies, reduced risk and new opportunities for our clients to help them achieve greater levels of success.

 

Innovation. Integration. Urgency.

 

Whether developing new solutions, integrating new and acquired solutions or responding to our client’s requests – we do everything with urgency. It is why we are a trusted partner and leading provider of software solutions, data and analytics to the mortgage and real estate markets.

 

 

 

We believe businesses leverage our robust, integrated solutions across the entire homeownership lifecycle to help retain existing clients, gain new clients, mitigate risk and operate more efficiently. Our clients rely on our proven, comprehensive, scalable solutions and our unwavering commitment to delivering exceptional client support to achieve their strategic goals and better serve their customers.

 

We have a focused strategy of continuous innovation across our business supported by strategic acquisitions – and even more importantly, the integration of those innovations and acquisitions into our broader ecosystem. Our scale allows us to continually invest in our business, both to meet ever-changing industry requirements and to maintain our position as a leading provider of platforms for the mortgage and real estate markets.

 

Deep business and regulatory expertise and an unparalleled, holistic view of the markets we serve allow us the privilege of being a trusted advisor to our clients, who range from the nation’s largest lenders and mortgage servicers to institutional portfolio managers and government entities, to individual real estate agents and mortgage brokers. Clients leverage our software ecosystem across a range of real estate and housing finance verticals through multiple digital channels, using our offerings to drive more business, reduce risk and deliver a best-in-class customer experience, all while operating more efficiently and cost-effectively.

 

We have long-standing relationships with our clients – a majority of whom enter into long-term contracts that include multiple, integrated products embedded into mission-critical, client-side workflow and decision processes. This speaks to the confidence our clients, which include some of the largest financial institutions in the world, have in our solutions and our commitment to serve them. Our scale and integrated ecosystem of solutions drive significant operating leverage and cross-sell opportunities, enabling our clients to continually benefit from new and greater operational efficiencies while simultaneously allowing us to generate strong margins and cash flows.

 

Except as otherwise indicated or unless the context otherwise requires, all references to Black Knight, the Company, we, us or our (1) prior to the Spin-Off (as described below), are to Black Knight Financial Services, Inc., or BKFS, and its subsidiaries, and (2) after the Spin-Off are to Black Knight, Inc. and our subsidiaries. We sometimes refer to Black Knight Financial Services, LLC and BKFS as our predecessors.

 

Our History

 

Our business generally represents a reorganization of the former Technology, Data and Analytics segment of Lender Processing Services, Inc., or LPS, a former provider of integrated technology, data and services to the mortgage industry in the United States. LPS, a business that was struggling with legal, regulatory and reputational issues, was acquired by Fidelity National Financial, Inc., or FNF, in January 2014. The transaction was led by our Chairman Emeritus, William P. Foley, II. Mr. Foley and our leadership team executed on his strategic vision for Black Knight, including maximizing operational efficiencies, creating a culture of cross-selling across our businesses and accelerating the pace of innovation. We were a majority-owned subsidiary of FNF prior to the Spin-Off (as defined below) on September 29, 2017.

 

 

 

 

 

 

 

On May 26, 2015, BKFS completed its initial public offering, or IPO, in which it issued and sold 20,700,000 shares of Class A common stock at a price of $24.50 per share. Subsequently, on September 29, 2017, FNF completed a tax-free distribution of BKFS and the formation of Black Knight as the new publicly traded holding company of BKFS, which we refer to as the Spin-Off.

 

2021 Highlights

 

2021 was a remarkable year for Black Knight. We delivered very strong financial results while remaining focused on the health and safety of our employees, supporting our clients, and executing exceptionally well against our strategic initiatives to drive long-term value for all of our stakeholders.

 

We remain focused on our client relationships and enjoy exceptionally high client retention and had significant success cross-selling our innovative new technologies. Recognizing the strategic importance of our acquisition of Optimal Blue, we acquired the minority interests of Optimal Blue previously held by Cannae Holdings, Inc. (Cannae) and Thomas H. Lee Partners, L.P. (THL) on February 15, 2022. The transaction will have a positive impact on our 2022 Adjusted earnings per share and simplify our organizational structure with Optimal Blue as a wholly-owned subsidiary of Black Knight.

 

Financial Highlights

 

 

 

Adjusted revenues, Organic revenue growth, Adjusted EBITDA, Adjusted net earnings and Adjusted EPS are non-GAAP financial measures. Please refer to Appendix A for a reconciliation of these measures to the most directly comparable GAAP measures.

 

In 2021, we generated:

 

•

Revenues of $1,475.2 million, reflecting an increase of 19% compared to 2020 and Organic revenue growth of 10%

 

•

Earnings before equity in earnings (losses) of unconsolidated affiliates of $177.3 million compared to $178.7 million in 2020

 

•

Net earnings attributable to Black Knight of $207.9 million compared to $264.1 million in 2020; Diluted EPS of $1.33 compared to $1.73; and Net earnings margin of 12.2% compared to 19.8%

 

•

Adjusted EBITDA of $724.2 million, an increase of 19%; Adjusted EBITDA margin was 49.1% compared to 49.2%

 

•

Adjusted net earnings of $371.5 million, an increase of 15%; Adjusted EPS of $2.38, an increase of 13%

 

 

GENERAL INFORMATION

ABOUT THE VIRTUAL ANNUAL MEETING

 

Your shares can be voted at the virtual annual meeting only if you vote by proxy or if you are present and vote at the meeting. Even if you expect to attend the virtual annual meeting, please vote by proxy to assure that your shares will be represented.

 

Why did I receive this proxy statement?

 

The board is soliciting your proxy to vote at the virtual annual meeting because you were a holder of our common stock at the close of business on April 18, 2022, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

 

Who is entitled to vote?

 

All record holders of common stock as of the close of business on April 18, 2022 are entitled to vote. As of the close of business on that day, 155,966,301 shares of common stock were outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the virtual annual meeting.

 

 

 

 

If you hold your shares of common stock through a broker, bank or other holder of record, you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone.

 

What shares are covered by the proxy card?

 

The proxy card covers all shares of common stock held by you of record (i.e., shares registered in your name).

 

How do I vote?

 

You may vote using any of the following methods:

 

•

At the virtual annual meeting. All shareholders may vote at the virtual annual meeting. Please see “How do I access the virtual annual meeting? Who may attend?” for additional information on how to vote at the annual meeting.

 

•

By proxy. There are three ways to vote by proxy:

 

»

By mail, using the enclosed proxy card and return envelope;

 

»

By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

 

»

By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

 

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.

 

What does it mean to vote by proxy?

 

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer and Corporate Secretary, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

 

 

 

 

On what am I voting?

 

You will be asked to consider five proposals at the annual meeting:

 

•

Proposal No. 1 asks you to elect eight directors to serve until the 2023 Annual Meeting of Shareholders.

 

•

Proposal No. 2 asks you to approve a proposal that our board of directors amend our bylaws to adopt "proxy access" rights.

 

•

Proposal No. 3 asks you to approve a non-binding advisory resolution on the compensation paid to our named executive officers (the Say-on-Pay Proposal).

 

•

Proposal No. 4 asks you to select, on a non-binding advisory basis, the frequency (annual, biennial or triennial) with which we will hold future Say-on-Pay votes.

 

•

Proposal No. 5 asks you to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year.

 

How does the board recommend that I vote on these proposals?

 

The board recommends that you vote “FOR ALL” director nominees in Proposal No. 1, and “FOR” Proposal Nos. 2, 3 and 5, and for a frequency of "annual" or "1 YEAR" with respect to Proposal No. 4.

 

What happens if other matters are raised at the meeting?

 

Although we are not aware of any matters to be presented at the virtual annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the virtual annual meeting in accordance with the procedures specified in Black Knight’s certificate of incorporation and bylaws, or applicable law, all proxies given to the proxy holders will be voted in accordance with their best judgment.

 

What if I submit a proxy and later change my mind?

 

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the virtual annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the virtual annual meeting; or casting a ballot at the virtual annual meeting.

 

Who will count the votes?

 

Broadridge Investor Communications Services will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.

 

How many votes must each proposal receive to be adopted?

 

The following votes must be received:

 

•

For Proposal No. 1 regarding the election of directors, a majority of votes of our common stock cast is required to elect a director. Abstentions and broker non-votes are not counted as a vote cast and will therefore have no effect.

 

 

 

 

 

•

For Proposal No. 2 regarding the amendment of our bylaws to implement "proxy access" rights, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting is required to approve this proposal. Abstentions and broker non-votes will have the effect of a vote against this proposal.

 

•

For Proposal No. 3 regarding a non-binding advisory vote on the compensation paid to our named executive officers, this vote is advisory in nature. Our bylaws require that matters other than the election of directors be approved by the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting, in which case abstentions and broker non-votes have the effect of a vote against Proposal No. 3. Because the vote on Proposal No. 3 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers.

 

•

For Proposal No. 4 the option of annual, biennial or triennial frequency that receives the highest number of votes cast will be the frequency of the vote on the compensation of our named executive officers that has been approved by shareholders on an advisory basis. Because this proposal seeks the input of our shareholders and provides our shareholders with the option to vote to hold a say-on-pay vote annually, biennially or triennially, there is no minimum vote requirement for this proposal. Although our board recommends holding a say-on-pay vote annually, you have the option to specify one of four choices for this proposal on the proxy card: ONE YEAR, TWO YEARS, THREE YEARS or ABSTAIN, and the outcome will be determined by the option that receives a plurality of the votes cast with respect to this matter. Abstentions will have no effect. You are not voting to approve or disapprove of the board’s recommendation. Even though your vote is advisory and herefore will not be binding on the Company, the board will review the voting results and take them into consideration when making future decisions regarding the frequency of the advisory vote on executive compensation.

 

•

For Proposal No. 5 regarding the ratification of the appointment of KPMG LLP, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting is required to approve this proposal. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, or NYSE, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

 

What constitutes a quorum?

 

A quorum is present if a majority of the outstanding shares of our common stock entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

 

What are broker non-votes? If I do not vote, will my broker vote for me?

 

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least 10 days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the SEC and the rules promulgated by NYSE thereunder.

 

We believe that all the proposals to be voted on at the annual meeting, except for the appointment of KPMG LLP as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposal Nos. 1, 2, 3 and 4, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.

 

What effect does an abstention have?

 

With respect to Proposal Nos. 1 and 4, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposal Nos. 2, 3 and 5, abstentions will have the effect of a vote against such proposals.

 

Who pays the cost of soliciting proxies?

 

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of expenses.

 

What if I share a household with another shareholder?

 

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our annual report and proxy statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address and wish to receive a separate proxy statement and annual report or Notice of Internet Availability of Proxy Materials for each account, please contact Broadridge toll free at 1.866.540.7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the annual report to shareholders, or this proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

 

 

 

 

 

Why did I receive a notice in the mail regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

 

In accordance with the rules of the Securities and Exchange Commission, we have elected to furnish to our shareholders this Proxy Statement and our Annual Report on Form 10-K by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the Notice of Internet Availability is being mailed to our shareholders of record and beneficial owners (other than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct shareholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available for shareholders at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement and Annual Report on Form 10-K to shareholders by mail, shareholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Shareholders of record can enroll at www.proxyvote.com for online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

 

How do I access the virtual annual meeting? Who may attend?

 

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/ BKI2022, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

 

The meeting webcast will begin promptly at 11:00 a.m., Eastern Time, on June 15, 2022, and we encourage you to access the meeting prior to the start time.

 

Will I be able to ask questions during the virtual annual meeting?

 

Shareholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/BKI2022. The Company will respond to as many appropriate questions during the annual meeting as time allows.

 

How can I request technical assistance during the virtual annual meeting?

 

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

 

CORPORATE GOVERNANCE

AND RELATED MATTERS

 

2021 Shareholder Engagement and Governance Response

 

We are also committed to hearing and responding to the views of our shareholders. In 2021, our officers met with investors on numerous occasions, both in group and one-on-one settings. The investors with whom we met in 2021 represented 11 of our top 15 shareholders, who collectively owned more than 35% of our shares as of December 31, 2021. At these meetings, our officers discuss a variety of topics, including our operational and stock performance, ESG, corporate governance and executive compensation matters. We report and discuss these meetings with our board or applicable board committees, as appropriate.

 

In March 2021, we reached out to 19 of our largest shareholders to update them on some of the actions we have taken to refresh and diversify our board of directors. During May and June 2021, we reached out to our two largest institutional investors who collectively owned approximately 21% of our outstanding shares about the election of directors at our 2021 annual meeting. In December 2021, we reached out to 10 of our top 15 investors and spoke with seven of them to discuss our ESG initiatives and receive their feedback. Our discussions included Black Knight’s initiatives around ESG, particularly as it relates to human capital management, diversity, equity and inclusion, Black Knight’s development of a long-term ESG roadmap, framework-aligned ESG reporting and cyber security.

 

Corporate Governance Guidelines

 

Our corporate governance guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and establish a common set of expectations as to how the board of directors should perform its functions. These guidelines cover a number of areas including the size and composition of the board, board membership criteria and director qualifications (including consideration of all aspects of diversity when considering new director nominees, including diversity of age, gender, nationality, race, ethnicity and sexual orientation), director responsibilities, board agenda, roles of the Chairman of the board of directors, Chief Executive Officer and Lead Independent Director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The board reviewed our corporate governance guidelines in February 2022 without material change. A copy of our corporate governance guidelines is posted on the Investors page of our website which is located at www.BlackKnightInc.com.

 

 

Black Knight, Inc.

10

 

 

 

Code of Ethics and Business Conduct

 

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our principal accounting officer, and a Code of Business Conduct and Ethics, which is applicable to all our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinvigorate and renew our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under SEC and/or NYSE rules. We intend to disclose any such amendment or waiver by posting it on the Investors page of our website at www.BlackKnightInc.com.

 

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Investors page of our website at www.BlackKnightInc.com.

 

Corporate Responsibility

 

Our ESG strategy reflects Black Knight’s belief that corporate responsibility drives long-term value for our business and our stakeholders. To ensure ESG is integrated across our corporate strategy and behavior, the risk committee of our board of directors oversees ESG, supported by executive management and key operational stakeholders. Our focus in 2021 remained on maintaining a diverse and engaged workforce, a strong cybersecurity program, continuing to evolve our sustainability policies and practices to help reduce our already limited environmental impact, and to foster diversity, equity and inclusion throughout our workforce.

 

Below is a brief summary of enhancements we have made to our ESG-related policies, procedures and disclosures in 2021. We remain committed to transparency and accountability in our ESG efforts.

 

Human Capital

 

We maintain a consistent commitment to expanding diversity in our workforce and promoting a business culture that is representative of the unique values, opinions and needs of our employees and all of our stakeholders. In 2021, we developed our Policy Statement on Diversity, Equity and Inclusion, which is overseen by our corporate governance and nominating committee and is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, in which we commit to ensuring that all employees feel welcome, respected and included at Black Knight. This policy statement applies not only to our interactions within our own organization, but also to our vendors and suppliers who interact with our employees. We continue to publish racial and ethnic diversity statistics

 

 

about our employee base in our annual Corporate Sustainability Report, a practice we began in 2020 and will continue going forward. Through a variety of programs sponsored by our executives and human resources team, we increased diversity hires. In 2021, 37% of all new hires at Black Knight were diverse, up from 35% in 2020.

 

We also publicly disclosed our Human and Labor Rights Policy Statement, which is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, committing to the principle that all of our employees should work in a respectful environment regardless of race, color, religion, gender, gender identity or expression, sex, sexual orientation, national origin, disability, age, veteran or military status or other categories protected by applicable law. We encourage our business partners and suppliers to adhere to the principles embodied in our Code of Business Conduct and Ethics and our Human and Labor Rights Policy Statement. This policy statement is overseen by the corporate governance and nominating committee of our board of directors.

 

The health and safety of our employees is always a top priority for Black Knight. As the world continued to be impacted by the prolonged COVID-19 pandemic in 2021, we took important actions to support employees. Black Knight’s Enterprise Business Continuity Office (EBCO) continued to monitor and report on the course of the pandemic and to work with our leadership team to quickly update our protocols and safety measures in response to the evolving nature of the pandemic. The EBCO enables faster decision-making by our leadership team to keep our employees safe and engaged. We also maintained our focus on employee health and safety during 2021 including providing access to mental and physical wellness support and engaging our employees through frequent Town Halls to connect, thank and encourage our employees.

 

In our 2021 Employee Engagement Survey conducted in November, 91% of U.S. employees who responded to the survey said their managers show they care, are open to discussing concerns, treat them with respect, and clearly communicate performance expectations. Comments further indicated that Black Knight has created a family-oriented culture and has provided needed communication and support throughout the pandemic. Employees also affirmed that decisions about remote work have been well received and have positively impacted employee work-life balance.

 

Based on additional feedback received from the survey, we believe our actions to support our employees during the pandemic have had a significant impact on their perceptions and levels of satisfaction. In fact, 88% of employees who responded to the survey indicated they are proud to work for Black Knight and 95% said their managers treat them with respect. Employee sentiments reveal a strong culture that values diverse perspectives, with 88% of employees responding that diversity is valued at Black Knight, and 87% indicating they felt respected and included at work.

 

Information Security and Risk Management

 

We are highly dependent on information technology networks and systems to securely process, transmit and store electronic information. Attacks on information technology systems continue to grow in frequency, complexity and sophistication and we expect this trend to continue. 

 

 

 

 

 

Oversight of the strategies, processes and procedures we put in place to protect our systems and data from outside threats starts at the top. Our board of directors includes several directors who have attended third-party director education courses on trends in cybersecurity, data and privacy. The risk committee receives quarterly reports from our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer, and results are reported to the board each quarter. Topics covered during these meetings include reporting on cyber and data security practices, risk assessments, emerging issues, and any security incidents that may have occurred during the period, as well as strategic investments in cybersecurity including expenses for hardware, software, personnel and consulting services.

 

We have established policies related to data privacy and cybersecurity. We employ a broad and diversified set of risk monitoring and mitigation, disaster recovery, and business continuity management techniques and processes.

 

Our risk management framework is aligned to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) integrated framework. Industry frameworks including FFIEC guidelines, (ISO/IEC) 27000, NIST SP 800-53, COBIT 5 and ITIL are leveraged to inform our policies and standards.

 

Internal audits, external audits and self-assessments are conducted on a regular basis to evaluate the effectiveness and maturity of the Enterprise Risk Management and Information Security Program. We also maintain errors and emissions coverage for cybersecurity incidents as part of our insurance program.

 

Our employees are one of our strongest assets in protecting client and company information and mitigating the risk of a cybersecurity threat. All employees are required to participate in annual compliance training that focuses on the applicable data privacy, security, legal and regulatory requirements needed to maintain the high level of security and risk standards at Black Knight. Employees also receive a monthly phishing email test, and those who fail are required to undergo additional training. Employees who are considered to be highly targeted or high-risk, based on job function, receive additional spear phishing tests, and those who fail also receive further training. Finally, the new hire onboarding process covers data risk, data security and data safety training.

 

The Environment

 

Black Knight is dedicated to acting as a steward of the environment, promoting sustainability and ensuring that our employees understand that minimizing our impact on the environment while on campus is a part of their job at Black Knight.

 

We have adopted an Environmental Policy Statement, which is available on the Sustainability page of our website at www.blackknightinc.com/sustainability, that commits Black Knight to the continuous improvement and development of sustainability initiatives and a more efficient use of natural resources and energy. This statement has been reviewed and approved by senior management and the risk committee of our board of directors, which maintains oversight of Black Knight’s ESG risks. 

 

 

 

This year, we undertook the following initiatives aligned with our commitments:

 

•

Reduced energy consumption – As a technology provider, we recognize that our greatest environmental impact is energy consumption and as such, we are constantly looking for ways to reduce our energy use. These efforts in 2021 included, but were not limited to:

 

»

Replacing aging and end-of-life equipment with energy-efficient alternatives, such as Energy Star®-compliant technology

 

»

Using an automated demand response system to reduce our energy usage during peak demand times

 

»

Replacing roofs on our facilities and incorporating improved insulation

 

»

Using energy-efficient LED and compact fluorescent lamps (CFLs) on our corporate campuses

 

•

Water conservation – While our facilities do not consume a significant amount of water or impact the water supplies around them, we continue to utilize the following mitigating measures to reduce water consumption:

 

»

Using faucet flow restrictors in all our breakrooms and restrooms at our owned facilities to reduce water consumption

 

»

Using soil-moisture managed irrigation on our corporate campus, and a no-concrete watering policy

 

•

Waste management – We are committed to ensuring that waste generated in our operations is managed appropriately. The strategies we use towards this end include the proper disposal of waste and waste reduction. These include:

 

»

Providing centralized recycling bins with accompanying education notices

 

»

Ensuring hazardous waste is disposed of correctly

 

»

Centralized printing with default setting to double-sided printing to reduce paper usage

 

»

Limiting use of printers for work-from-home employees

 

»

Meal discounts in our cafeteria with reusable food and drink containers

 

»

Compostable food containers

 

»

Using an eStewards® certified end-of-life equipment disposal vendor

 

»

Outsourcing the disposal of our sensitive documents to a third-party vendor that is committed to shredding and recycling in an environmentally responsible manner

 

 

  

 

 

 

Improved Transparency

 

We view transparency and disclosure as the underpinning of our ESG strategy. We are including reference indices aligned with SASB and TCFD reporting frameworks in our 2021 Sustainability Report which will become available on the Sustainability page of our website in May 2022. We also plan to complete the CDP Climate Change 2022 Questionnaire as a first-time responder.

 

For additional information on Black Knight’s environmental, social and governance efforts, please see our Sustainability Report and the policy statements and other information provided on the Sustainability page of our website at www.blackknightinc.com/sustainability.

 

The Board

 

Our board is currently composed of Anthony M. Jabbour (Chairman and Chief Executive Officer), Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik. William P. Foley, II served as our Chairman of the Board until June 2021, at which time he became Chairman Emeritus and ceased to serve as a director. In February 2022, we announced that, effective as of May 16, 2022, Mr. Jabbour would assume the role of Executive Chairman and Joseph M. Nackashi, who currently serves as our President, would assume the role of CEO.

 

Our board met six times in 2021. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2021. Our non-management directors also met periodically in executive sessions without management. Thomas M. Hagerty serves as our Lead Independent Director. Mr. Hagerty presides over each executive session of our independent directors. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2022 annual meeting. Two of our directors attended our 2021 annual meeting.

 

Board Governance and Independence

 

Our nominating and corporate governance committee evaluates our relationships with each director and nominee and makes a recommendation to our board of directors as to whether to make an affirmative determination that such director or nominee is independent. Under our corporate governance guidelines, an “independent” director is one who meets the qualification requirements for being independent under applicable laws and the corporate governance listing standards of NYSE.

 

During the first quarter of 2022, our board of directors determined that Catherine L. Burke, Thomas M. Hagerty, David K. Hunt, Joseph M. Otting, Ganesh B. Rao, John D. Rood and Nancy L. Shanik, or 88% of our board, are independent. The board of directors also determined that Messrs. Hagerty and Hunt are independent for purposes of service on our compensation committee. 

 

 

 

In determining independence, the board of directors considered all relationships that might bear on our directors’ independence from Black Knight. The board of directors determined that Anthony M. Jabbour is not independent because he is the Chairman, Chief Executive Officer and an employee of Black Knight.

 

In considering the independence of our non-employee directors, we considered the following factors:

 

•

Mr. Hagerty and Mr. Rao are each Managing Directors of Thomas H. Lee Partners, L.P. (THL). In connection with our acquisition of a majority interest in Optimal Blue Holdco, LLC (Optimal Blue), on September 15, 2020, THL acquired 20% of the Class A Units of Optimal Blue for a purchase price of $289 million pursuant to a Forward Purchase Agreement dated July 26, 2020. On February 15, 2022, we purchased THL’s interest in Optimal Blue for aggregate consideration of $289 million in cash and 14,550,544 shares of common stock of DNB owned by Black Knight. Following the closing of our purchase of the minority interests in Optimal Blue, we own approximately 4.3% of DNB’s outstanding common stock. For further discussion of our purchase of the minority interests in Optimal Blue, see “Certain Relationships and Related Transactions” below.

  

•

Prior to our purchase of the minority interests in Optimal Blue, we owned approximately 13% of the outstanding common stock of Dun & Bradstreet Holdings, Inc. (DNB). THL owned approximately 11% of DNB’s common stock, and Messrs. Hagerty and Rao each serve on the board of directors of DNB. We, THL and certain other investors in DNB are party to a letter agreement regarding voting pursuant to which the parties agreed to vote their shares in DNB as a group on all matters relating to the election of directors to the DNB board, including the election of Messrs. Hagerty and Rao, for a period of three years following DNB’s initial public offering.

 

Following consideration of these matters, the board of directors determined that these relationships were not of a nature that would impair Mr. Hagerty’s or Mr. Rao's independence.

 

Committees of the Board

 

The board has four standing committees: an audit committee, a compensation committee, a corporate governance and nominating committee and a risk committee. The charter of each committee is available on the Investors page of our website at www.BlackKnightInc.com. Each committee reviews their charters annually.

 

Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information.”

 

 

  

 

  

 

Corporate Governance and Nominating Committee

 

The members of the corporate governance and nominating committee are David K. Hunt (Chair), Catherine L. Burke and Thomas M. Hagerty. Our corporate governance and nominating committee met two times in 2021.

 

The primary functions of the corporate governance and nominating committee, as identified in its charter, are to:

 

•

Identify individuals qualified to become members of our board of directors (or to fill vacancies), consistent with the criteria approved by our board of directors, and to recommend to the board the nominees to stand for election as directors. In doing so, the committee considers characteristics of directors and director nominees with the goal of maintaining a mix of skills, background, gender diversity, ethnic diversity and tenure on the board to support and promote the Company’s strategic vision;

 

•

Make recommendations to our board of directors as to changes to the size of the board or any committee thereof;

 

•

Review the independence of each director in light of the independence criteria of NYSE and any other independence standards applicable to directors and submit a recommendation to our board of directors with respect to each director’s independence;

 

•

Make recommendations to the board regarding the composition of the board’s committees;

 

•

Review and monitor the Company’s policies and initiatives addressing human capital matters, including diversity, equity and inclusion;

 

•

Develop, review annually and recommend to the board any revisions to the Company’s Corporate Governance Guidelines;

 

•

Oversee the evaluation of the performance of the board and its committees; and

 

•

Review our overall corporate governance and report to the board on a regular basis, but not less than once per year, on committee findings, recommendations and any other matters that the committee deems appropriate or the board requests.

 

Audit Committee

 

The members of our audit committee are Joseph M. Otting (Chair), John D. Rood and Nancy L. Shanik. The board has determined that each of the audit committee members is financially literate and independent as required by the rules of the SEC and NYSE, and that each of Mr. Otting, Mr. Rood and Ms. Shanik is an audit committee financial expert, as defined by the rules of the SEC. Our audit committee met nine times in 2021. 

 

 

 

The primary functions of the audit committee include:

 

•

Appointing, compensating and overseeing our independent registered public accounting firm;

 

•

Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

 

•

Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

 

•

Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

 

•

Approving audit and non-audit services provided by our independent registered public accounting firm;

 

•

Discussing earnings press releases and financial information provided to analysts and rating agencies;

 

•

Discussing with management our policies and practices with respect to risk assessment and risk management;

 

•

Reviewing any material transaction between our chief financial officer or chief accounting officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our chief executive officer; and

 

•

An annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.

 

Report of the Audit Committee

 

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2021:

 

The primary function of the audit committee is oversight of (i) the quality and integrity of the Company’s consolidated financial statements and related disclosures, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of the Company’s internal audit function and the independent registered public accounting firm.

 

Our audit committee acts under a written charter, which the audit committee reviewed in February 2022 without material change. We review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below.

 

 

 

 

  

 

Each of our audit committee members have been determined by the board of directors to be independent as defined by NYSE independence standards. In addition, our board of directors has determined that each of Mr. Otting, Mr. Rood and Ms. Shanik is an audit committee financial expert as defined by the rules of the SEC.

 

We have received and reviewed the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and have discussed with KPMG their independence. In addition, we have considered whether KPMG’s provision of non-audit services to the Company is compatible with their independence.

 

Finally, we discussed with the Company’s internal auditors and KPMG the overall scope and plans for their respective audits. We met with KPMG at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

 

Based on the reviews and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and that KPMG be appointed independent registered public accounting firm for Black Knight for 2022.

 

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of the Company’s annual consolidated financial statements. The independent registered public accounting firm is responsible for auditing the Company’s annual consolidated financial statements and expressing an opinion as to whether these consolidated financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles.

 

Management is also responsible for maintaining and assessing the effectiveness of its internal control over financial reporting, including providing Management’s Report on Internal Control over Financial Reporting. The independent registered public accounting firm is responsible for auditing these internal controls and expressing an opinion as to whether the Company maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing, and are not experts under the Securities Exchange Act of 1934, as amended, in either of those fields or in auditor independence.

  

 

 

The foregoing report is provided by the following directors:

 

AUDIT COMMITTEE

Joseph M. Otting (Chair)

John D. Rood

Nancy L. Shanik

 

Compensation Committee

 

The members of the compensation committee are Thomas M. Hagerty (Chair) and David K. Hunt, each of whom were deemed to be independent by the board, as required by NYSE. Our compensation committee met four times during 2021. The functions of the compensation committee include the following:

 

•

Reviewing and approving the corporate goals and objectives relevant to compensation of the company’s CEO, evaluating the CEO’s performance in light of those goals and objectives and determining and approving the CEO’s compensation level based on this evaluation;

 

•

Setting salaries and approving incentive compensation awards other than equity-based awards, as well as compensation policies for all Section 16 officers as designated by our board of directors, and recommending to our board of directors equity-based incentive awards for board approval;

 

•

Reviewing and recommending to our board of directors policies with respect to equity compensation arrangements that are subject to board approval;

 

•

Overseeing our compliance with the requirement under applicable stock exchange rules that, with limited exceptions, shareholders approve equity compensation plans;

 

•

Evaluating and approving the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

 

•

Authorizing and approving any employment or severance agreements and amendments with all designated Section 16 officers;

 

•

Reviewing, discussing with management and recommending to our board of directors for inclusion in our annual proxy statement or annual report on Form 10-K the compensation discussion and analysis section;

 

•

Reviewing and approving the annual compensation risk assessment conducted by management and the Chief Executive Officer pay ratio for inclusion in our proxy statement or annual report on Form 10-K;

 

•

Preparing the report of the compensation committee that the SEC requires in our annual proxy statement;

 

 

 

 

•

Considering the results of shareholder say-on-pay votes and recommending to our board of directors any change to the frequency of say-on-pay votes;

 

•

Reviewing and approving the form and amount of compensation of our board of directors’ non-management directors;

 

•

Evaluating and recommending to our board of directors the type and amount of compensation to be paid or awarded to board members;

 

•

Reporting to our board of directors;

 

•

Reviewing the adequacy of its charter on an annual basis; and

 

•

Reviewing and evaluating, at least annually, the performance of the compensation committee, including compliance of the compensation committee with its charter.

 

For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation.”

 

Risk Committee

 

The members of the risk committee are John D. Rood (Chair), David K. Hunt and Ganesh B. Rao, each of whom were determined by the board to be independent. Our risk committee met four times in 2021.

 

The primary functions of the risk committee include providing oversight of our risk management and compliance efforts, as well as oversight of our material risks. Our risk committee’s functions include, among other things:

 

•

Oversight of our enterprise risk management program, including data privacy, information security and ESG risk;

 

•

Oversight of our compliance program; and

 

•

Oversight of the enterprise risk management and compliance functions.

 

Board Leadership Structure

 

Following William P. Foley, II’s transition to Chairman Emeritus in June 2021, our CEO Anthony M. Jabbour was appointed to serve in the additional role of Chairman of our board. In February 2022, we announced that, effective as of May 16, 2022:

 

•

Mr. Jabbour will assume the role of Executive Chairman of our board. In his role as Executive Chairman, Mr. Jabbour will focus on the strategic direction of Black Knight, capital allocation and will work with the executive leadership team to extend our track record of success.

 

•

Joseph M. Nackashi, our current President, will assume the role of Chief Executive Officer. Mr. Nackashi has served as our President since 2017 and is a 35-year veteran of the company. Over his career, he has developed strong and trusted relationships with

 

our clients and leaders throughout the mortgage industry. In his role as President, Mr. Nackashi has been intensely focused on the tight integration of our teams, solutions and operations to provide clients with enhanced efficiency while also improving their customers’ experience. He will continue to work with Mr. Jabbour to lead Black Knight to act with urgency, treat each client like they are our only client, care for our employees, and deliver on our commitments to stakeholders.

 

•

Kirk T. Larsen, our current Executive Vice President and Chief Financial Officer, will assume the role of President and Chief Financial Officer. Mr. Larsen joined Black Knight as CFO in 2014 and led the company through our initial public offering in 2015. In his expanded role, Mr. Larsen will also assume responsibility for the compliance, enterprise risk management, human resources, legal and marketing functions and will work closely with Mr. Nackashi to achieve Black Knight’s strategic goals.

 

We believe this leadership structure is appropriate and will allow our Executive Chairman, CEO and President to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company and stakeholders.

 

In February 2020, our board appointed Thomas M. Hagerty, one of our independent directors, to serve as our Lead Independent Director. Following engagement and feedback from our shareholders, the board determined it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. The responsibilities of our Lead Independent Director include:

 

•

Call and preside over all executive meetings of non-employee directors and independent directors and report to the board, as appropriate, concerning such meetings;

 

•

Review information sent to the board, as well as board meeting agendas and schedules in collaboration with the Chairman to ensure that there is sufficient time for discussion of all agenda items and recommend matters for the board to consider and information to be provided to the board;

 

•

Serve as a liaison and supplemental channel of communication between non-employee/ independent directors and the Chairman without inhibiting direct communications between the Chairman and other directors;

 

•

Serve as the principal liaison for consultation and communication between the non-employee/independent directors and shareholders;

 

•

Advise the Chairman concerning the retention of advisors and consultants who report directly to the board; and

 

•

Be available to major shareholders for consultation and direct communication.

 

 

Board Role in Risk Oversight

 

The board of directors administers its risk oversight function directly and through committees. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also oversees the performance of the independent auditor, our internal audit function and monitors compliance with legal and regulatory requirements.

 

Our risk committee has the responsibility to assist our board of directors in overseeing our enterprise risk management framework, including ESG risk, and our comprehensive compliance program, and to review and approve our risk governance policies and procedures. At each regular meeting of the risk committee, our Chief Risk Officer, Chief Compliance Officer and Chief Information Security Officer provide reports relating to our cyber and data security practices, risk assessments, emerging issues and any security incidents, and each of them has an opportunity to engage with the risk committee individually in executive session. Our Chief Risk Officer also reports to the risk committee on matters relating to our environmental sustainability policies and programs. Our risk committee chairman reports on these discussions to our board of directors on a quarterly basis. We also provide opportunities for continuing education to our risk committee members on various matters relating to cyber security, including emerging risks and trends, regulatory changes, and changes to our internal practices to address emerging risks.

 

The corporate governance and nominating committee considers the adequacy of our governance structures and policies, including as they relate to our environmental, social and governance practices. The compensation committee reviews and approves our compensation and other benefit plans, policies and programs and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Black Knight. Each committee provides reports on its activities to the full board of directors.

 

Black Knight's commitment to corporate responsibility means integrating it throughout our business, including how we manage ESG topics. Our board and its committees oversee the execution of Black Knight’s ESG strategies and initiatives as an integrated part of our oversight of the overall strategy and risk management for the Company. Our management team is actively engaged on related topics including innovation of our software, data and analytics solutions and client, investor and other stakeholder expectations. In addition, our management team actively manages our approach to our corporate social responsibilities, public policy issues, human capital issues, environmental, health and safety matters, as well as the environmental impact of the Company’s operations, and will discuss these matters with the board and appropriate committees. The Corporate Responsibility section, beginning on page 11 of this proxy statement, and the materials and information included on the Sustainability page of our website at www.blackknightinc.com/sustainability, further outline our approach to these issues.

 

Contacting the Board

 

Any shareholder or other interested person who desires to contact any member of the board or the non-management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Black Knight, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

 

 

CERTAIN INFORMATION

ABOUT OUR DIRECTORS

 

 

Director Criteria, Qualifications and Experience and Process for Selecting Directors

 

Our board and the corporate governance and nominating committee is committed to include the best available candidates for nomination to election to our board based on merit. Our board and our corporate governance and nominating committee regularly evaluate our board’s composition with the goal of developing a board that will meet our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

 

The corporate governance and nominating committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the board. In accordance with our Corporate Governance Guidelines, the corporate governance and nominating committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

 

•

Personal qualities and characteristics, accomplishments and reputation in the business community;

 

•

Current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;

 

•

Ability and willingness to commit adequate time to the board and committee matters;

 

•

The fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to our needs; and

 

•

Diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

 

 

Each year in connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders. The corporate governance and nominating committee will evaluate candidates submitted by shareholders generally using the same criteria as that used for any other candidate. Nomination procedures for shareholders are described below under “Shareholder Proposals and Nominations.”

 

Composition, Tenure, Recent Refreshment and Diversity

 

We believe that the current composition of our board includes directors who possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. Black Knight has undergone significant change over the past six years, including FNF’s acquisition of LPS in January 2014, the IPO in May 2015, the Spin-Off from FNF in September 2017, and a CEO transition in April 2018. Our board includes five directors who have been on our board since 2014 and have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face. Having directors with a longevity of service and deep understanding of our business has been critical to our ability to smoothly and successfully navigate through this time of transition. The success of their leadership is evidenced by the increase in the trading price for our stock from $24.50 at IPO, to $43.05 at Spin-Off, to $82.89 on December 31, 2021, which represents an increase of $9.1 billion in shareholder value.

 

In 2019 and 2020, our board focused on refreshment and diversity. In furtherance of our commitment to having a board of directors and board committees that reflect diversity of background, skills, age, gender, nationality, race, ethnicity and sexual orientation, we added three new highly talented directors to our board during that time:

 

•

In December 2019, Nancy L. Shanik was elected as the first woman to serve on our board, and in February 2020, Ms. Shanik was appointed to serve on our audit committee. Ms. Shanik has a strong background in risk management and is an audit committee financial expert.

 

•

In June 2020, Joseph M. Otting was elected to our board, and in July 2020, Mr. Otting was appointed to serve as Chairman of our audit committee. Mr. Otting, who is the former Comptroller of the Currency, brings strong financial expertise, as well as significant industry and regulatory experience.

 

•

In October 2020, Catherine L. Burke was elected as the second woman to serve on our board and in February 2021, she was appointed to serve on our corporate governance and nominating committee. Ms. Burke diversifies the talent set on our board through her extensive leadership experience in marketing and communications strategy and execution.

 

Each of these directors possesses skills and qualifications that augment those of our other directors, is independent and has no prior relationships as directors or employees with any of the companies with which we have had relationships in the past, including FNF, DNB, Cannae or Trasimene. For additional information about each of these directors, please see “Certain Information about Our Directors.”

 

In 2022, we expect our board will focus on the execution of our strategy to drive growth by selling our products and solutions to new clients, cross-selling additional services to existing clients, innovating through the development of new solutions and further integration of our solution sets.

 

Our board is committed to examining ways to continue to foster the diversity of our board across many dimensions to ensure that it operates at a high functioning level and reflects the board’s commitment to inclusiveness. Our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified individuals from minority groups as candidates for nomination as directors.

 

The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders. Shareholders can suggest qualified candidates for director to the corporate governance and nominating committee by writing to our Corporate Secretary at 601 Riverside Avenue, Jacksonville, Florida 32204. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals” below.

 

Information About the Director Nominees and Continuing Directors

 

Declassification of Our Board of Directors and Majority Voting

 

Following strong support from our shareholders at our 2019 annual meeting, our board approved an amendment to our certificate of incorporation to eliminate the classification of our board over a three-year period beginning at the 2020 annual meeting and provide for the annual election of all directors beginning at the 2022 annual meeting. This year, all directors are nominated for election for terms expiring at the 2023 annual meeting of shareholders.

 

Also following strong support from our shareholders at our 2019 annual meeting, our board approved changes to our bylaws to implement majority voting in uncontested director elections. As a result, our directors will be elected by a majority of the votes cast in an uncontested director election, that is, where the number of nominees for director equals the number of directors to be elected by the shareholders at a meeting. In the event of a contested director election, that is where the number of nominees for director exceeds the number of directors to be elected by the shareholders at a meeting, directors would be elected by a plurality of the votes cast.

 

We continuously consider our governance profile and look for opportunities to improve our corporate governance. This year, we are looking to ascertain the level of our shareholders’ support for a management proposal that our board of directors amend our bylaws to include proxy access rights for our shareholders.

 

For more information about the proxy access proposal, see “Proposal No. 2: Proxy Access” below.

 

Director Skills and Experience

The matrix below lists the skills and experience that we consider most important for our directors in light of our current business and structure. In addition, biographical information concerning our nominees proposed for election at the annual meeting, as well as our continuing Class I directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

 

	BOARD OF DIRECTORS
	Anthony Jabbour (Chair/CEO)	Catherine L. Burke	Thomas M. Hagerty	David K. Hunt	Joseph M. Otting	Ganesh B. Rao	John D. Rood	Nancy L. Shanik
Board of Directors Experience	·	·	·	·	·	·	·	·
Industry Experience	·				·			·
CEO/Business Head/ Leadership	·	·		·	·		·	·
Human Capital Management/ Compensation	·	·	·	·	·	·	·	·
Finance/ Capital Allocation	·	·	·	·	·	·	·	·
Financial Literacy	·	·	·	·	·	·	·	·
Regulatory	·			·	·		·	·
Mortgage/ Banking	·				·		·	·
Risk Management	·	·	·	·	·	·	·	·
Corporate Governance	·	·	·	·	·		·	·
Technology/ Information Security	·	·	·	·	·	·	·	·
Marketing/ Sales	·	·	·	·	·	·
OTHER INFORMATION
Board Tenure	4	2	8	8	2	8	8	3
Age	54	46	59	76	64	45	67	68

 

 

 

Board Gender and Diversity Matrix (as of December 31, 2021)
Total Number of Directors	8
Directors	Female	Male
	2	6
Number of Directors Who Identify in Any of the Categories Below:
Asian	0	1
White	2	5
Did not Disclose Demographic Background	0

 

 

Nominees for Director – Term Expiring 2023 (if elected)

 

Name	Position
Anthony M. Jabbour	Chairman and Chief Executive Officer
Catherine L. Burke	Member of the Corporate Governance and Nominating Committee
Thomas M. Hagerty	Lead Independent Director Chairman of the Compensation Committee Member of the Corporate Governance and Nominating Committee
David K. Hunt	Chairman of the Corporate Governance and Nominating Committee Member of the Compensation Committee Member of the Risk Committee
Joseph M. Otting	Chairman of the Audit Committee
Ganesh B. Rao	Member of the Risk Committee
John D. Rood	Chairman of the Risk Committee Member of the Audit Committee
Nancy L. Shanik	Member of the Audit Committee

 

 

 

 

 

 

 

 

Anthony M. Jabbour has served as our Chief Executive Officer since April 2018, as a director since May 2018, and as Chairman of the Board since June 2021. In February 2022, we announced that Mr. Jabbour would assume the role of Executive Chairman effective as of May 16, 2022. Mr. Jabbour has also served as the Chief Executive Officer and a director of DNB since February 2019. He also serves on the board of Paysafe Ltd. Prior to joining Black Knight, Mr. Jabbour served as Corporate Executive Vice President and Co-Chief Operating Officer of Fidelity National Information Services, Inc. (FIS) from December 2015 through December 2017.

 

Mr. Jabbour served as Corporate Executive Vice President of the Integrated Financial Solutions segment of FIS from February 2015 until December 2015. He served as Executive Vice President of the North America Financial Institutions division of FIS from February 2011 to February 2015. Prior to that, Mr. Jabbour held positions of increasing responsibility in operations and delivery from the time he joined FIS in 2004. Prior to joining FIS, Mr. Jabbour worked for Canadian Imperial Bank of Commerce and for IBM’s Global Services group managing complex client projects and relationships.

 

Mr. Jabbour’s qualifications to serve on the Black Knight board of directors include his extensive experience in leadership roles with financial services and technology companies, resulting in his deep knowledge of our business and industry, as well as his strong leadership abilities.

 

Catherine (Katie) L. Burke is Chief Strategy Officer at Daniel J. Edelman Holdings Inc. (Edelman), a global communications firm, a position she has held since January 6, 2019. In addition, she is the head of Practices, Sectors and Intellectual Property at Edelman and is a member of Edelman’s Executive and Operations Committees. Since 2008, Ms. Burke has served in a variety of executive roles at Edelman including Global Chair of Public Affairs and Global Chief of Staff. Previously, Ms. Burke served as Executive Vice President of Marketing and Communications at Nielsen Holdings plc. Ms. Burke also serves as a director of NCR Corporation.

 

Ms. Burke’s qualifications include her extensive experience and senior leadership roles in marketing, communications strategy and execution, and operations; her domestic and international experience in these areas; her financial literacy; and her independence.

 

Thomas M. Hagerty has served on the board of Black Knight and its predecessors since January 2014. Mr. Hagerty has served as a director of FNF since 2005. Mr. Hagerty is a Managing Director of THL, which he joined in 1988. Mr. Hagerty currently serves as a director of FNF, FleetCor Technologies, Ceridian HCM Holdings, Inc. and DNB. In his capacity as Managing Director of THL, Mr. Hagerty formerly served on the board of Optimal Blue. Mr. Hagerty formerly served on the boards of First Bancorp, MoneyGram International, FIS and Foley Trasimene Acquisition Corp. 

 

 

 

Mr. Hagerty’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, a leading private equity firm, and his experience in enhancing value at such companies, along with his expertise in corporate finance and as a long-time director of public companies. He also has a strong background in the mortgage industry from serving as a long-time director FNF and a deep knowledge of our business gained from serving on our board and the board of FIS.

 

David K. Hunt has served on the board of directors of Black Knight and its predecessors since April 2014. In addition, Mr. Hunt served as a director of FIS from June 2001 until May 2020 and served as a director of LPS from February 2010 until January 2014, when LPS was acquired by FNF. Since December 2005, Mr. Hunt has been a private investor.

 

Mr. Hunt’s qualifications to serve on our board of directors include his long familiarity with our business and industry that he acquired as a director of LPS and FIS, as well as Mr. Hunt’s prior service as chairman of LPS’ risk and compliance committee and his deep understanding of the regulatory environment and other challenges facing our industry.

 

Joseph M. Otting is the former Comptroller of the Currency, a position for which he was nominated in June 2017, confirmed by the U.S. Senate and sworn in during November 2017, and in which Mr. Otting served until May 29, 2020. During this time, Mr. Otting also served as Acting Director of the Federal Housing Finance Agency, which oversees the government-sponsored enterprises Freddie Mac and Fannie Mae, from January 2020 through April 2020. Mr. Otting served as President, Chief Executive Officer, and a director of OneWest Bank, N.A. from October 2010 until August 2015, at which time OneWest Bank was merged with CIT Group. Mr. Otting served as President of CIT Bank and Co-President of CIT Group from August 2015 to December 2015. Prior to joining OneWest Bank, Mr. Otting served in various roles at U.S. Bank, a subsidiary of U.S. Bancorp, including as one of eight Vice Chairmen and as the head of the Commercial Banking Group.

 

Mr. Otting’s qualifications to serve on our board of directors include his strong understanding of the risks, regulatory environment, and other challenges facing our business and industry that he gained as Comptroller of the Currency, his understanding of our clients that he gained in various leadership roles with OneWest Bank, CIT Group and U.S. Bank, and his experience running a complex and highly regulated business organization.

 

Ganesh B. Rao has served on the board of Black Knight and its predecessors since January 2014. Mr. Rao is a Managing Director of THL, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the Mergers & Acquisitions Department. Mr. Rao also worked at Greenlight Capital, a hedge fund. Mr. Rao is currently a director of DNB and Ceridian HCM Holding, Inc. In his capacity as Managing Director of THL, Mr. Rao also serves on the boards of the following privately held companies: AmeriLife Group, Auction.com, Hightower Advisors and Insurance Technologies Corporation. Mr. Rao formerly served on the board of Optimal Blue. Mr. Rao is a board observer of Guaranteed Rate. Mr. Rao is a former director of Comdata, MoneyGram International, Inc. and Nielsen Holdings N.V.

 

 

 

 

 

 

 

 

Mr. Rao’s qualifications to serve on our board of directors include his managerial and strategic expertise working with large growth-oriented companies as a Managing Director of THL, and his experience with enhancing value at such companies, along with his expertise in corporate finance.

 

John D. Rood has served on the board of Black Knight and its predecessors since January 2014. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with more than 30 years of experience in multifamily development and investment. Mr. Rood also serves on the board of FNF. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. Mr. Rood previously served on the board of Alico, Inc., and currently serves on several private boards. In 1999, he was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where he serves as Chairman of the Board. Mr. Rood served on the Enterprise Florida and Space Coast Florida board of directors from September 2016 until February 2019.

 

Mr. Rood’s qualifications to serve on our board of directors include his experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy and his experience as a director on boards of both public and private companies. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors, or NACD. He is a Board Leadership Fellow with NACD.

 

Nancy L. Shanik is a private investor and has served on our board since December 2019. Ms. Shanik served as Chief Risk Officer of Citizens Financial Group, Inc. from November 2010 until April 2016, where she oversaw the risk management organization within Citizens. Prior to joining Citizens, Ms. Shanik served as a Managing Director of Alvarez & Marshal, a professional services firm focused on turnaround management, corporate restructuring and operational performance improvement, from 2009 to 2010. Prior to that, Ms. Shanik spent 31 years with Citigroup Inc. where she was both a Managing Director and Senior Credit Officer and served as the Chief Credit Officer of Citigroup Inc.’s Global Commercial Markets business. Ms. Shanik also serves on the board of directors of RBC US Group Holdings, which owns the U.S. operations of the Royal Bank of Canada. She also serves on the board of directors of City National Bank which is a subsidiary of the Royal Bank of Canada.

 

Ms. Shanik’s qualifications to serve on our board of directors include her strong background in the financial services industry and oversight of risk enterprise management for a complex and highly regulated business organization, resulting in her deep understanding of the risks, regulatory environment and other challenges facing our business and industry.