UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

or

o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from            to            

Commission file number: 0-26994

ADVENT SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

600 Townsend Street, San Francisco, California 94103

(Address of principal executive offices and zip code)

(415) 543-7696

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No x

The number of shares of the registrant’s common stock outstanding as of June 30, 2014 was 51,484,730. The aggregate market value of the registrant’s common stock held by non-affiliates, based upon the closing price on June 30, 2014, as reported on the NASDAQ National Market System, was approximately $677 million. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 31, 2015, there were 52,667,039 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

On February 24, 2015, Advent Software, Inc. (“Advent” or the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Original Form 10-K”) with the U.S. Securities and Exchange Commission (“SEC”). This Amendment No. 1 (“Amendment”) amends Part III, Items 10 through 14 of the Original Form 10-K previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement that involves the election of directors if such definitive proxy statement is filed with the SEC within 120 days after the end of the Company’s fiscal year.  The Company will not file its definitive proxy statement involving the election of directors within 120 days of its fiscal year ended December 31, 2014 and is therefore amending the Original Form 10-K as set forth below.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officers and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on February 24, 2015, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

For information relating to our executive officers, please see “Executive Officers of Registrant” in Part I of the Original Form 10-K.

The names of and certain information regarding the members of the Company’s Board of Directors (the “Board”) are set forth below.  Age and other information in each director’s biography are as of December 31, 2014.

David Peter F. Hess Jr.

Mr. David Peter F. Hess Jr. joined Advent in 1994 and currently serves as Chief Executive Officer and President of Advent. Mr. Hess is responsible for defining Advent’s vision, setting strategy and overseeing execution across the global business. Mr. Hess has served as Chief Executive Officer of Advent since June 2012, and as President of Advent since December 2008. From February 2007 to December 2008, Mr. Hess served as Executive Vice President and General Manager of Advent’s Investment Management Group. From May 2004 to February 2007, Mr. Hess served as Executive Vice President and General Manager of our Global Accounts group. In this role, Mr. Hess had global responsibility for strategy, product marketing, sales, services, and support of Advent solutions for the asset management industry’s largest firms. Mr. Hess has held a variety of other positions in the company including Vice President of Sales and Vice President of Marketing. Mr. Hess holds a B.A. from Princeton University.

Mr. Hess’ active involvement with the Company since 1994 provides the Board with invaluable knowledge and a comprehensive understanding of the Company’s mission and goals. His knowledge of the Company, its market and its customers, along with his leadership capabilities and business acumen, bring enormous value to the Company and its success.

Director qualifications:

·                  Leadership, industry and technology experience — CEO and President of the Company.

Stephanie G. DiMarco

Ms. Stephanie G. DiMarco founded Advent in June 1983 and currently serves as Chair of the Board since being appointed in September 2013. She previously served as Chair of the Board from November 1995 until December 2003, and as a member of the Board thereafter. Ms. DiMarco served as Chief Executive Officer from June 1983 to November 1999 and from December 2003 to June 2012, after serving as interim CEO from May 2003. She also served as President from June 1983 to April 1997 and again from May 2003 to December 2008. She is a former member of the Board of Trustees of the UC Berkeley Foundation, serves on the Advisory Board of the College of Engineering at the University of California, Berkeley, and is a board member of Summer Search and the Presidio Institute, both non-profit organizations. Ms. DiMarco holds a B.S. in Business Administration from the University of California at Berkeley.

Ms. DiMarco’s extensive experience as founder of the Company provides the Board with a wealth of knowledge and understanding of the Company’s history and operations.

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Director qualifications:

·                  Leadership, finance, industry and technology experience — founder and former Chief Executive Officer of the Company.

Michael L. Frandsen

Mr. Michael L. Frandsen has been a director since May 2014. Mr. Frandsen is currently Vice President of Products at Workday, Inc. and has been responsible for product management, quality assurance and product delivery since January 2010. Prior to joining Workday, Mr. Frandsen was CEO at Potenco, Inc., a developer of hand-held micro-generators, from January 2008 to December 2008. From November 2006 to July 2007, Mr. Frandsen served as Senior Vice President of Product Management and Product Strategy of DemandTec, Inc, a SaaS marketing and merchandising optimization solutions company. He also served as the Chief Executive Officer and President at TradePoint Solutions, Inc., a provider of SaaS-based retail promotion management applications, from September 2004 until its sale to DemandTec in November 2006. From November 1995 to December 2002, Mr. Frandsen served in various leadership roles at PeopleSoft, Inc. including Vice President and General Manager of Supply Chain Management. From February 1984 to October 1995, he served as Product Executive and Associate Partner with Andersen Consulting (now Accenture), specializing in software strategy, product planning, development and customer support. Mr. Frandsen holds a B.S. degree in Finance and Information Systems from the University of Colorado.

Mr. Frandsen brings a wealth of product management and strategy expertise and leadership experience within the technology space to Advent’s Board of Directors.

Director qualifications:

·                  Leadership and technology experience — senior executive of a technology company, and former chief executive officer, president and senior executive of several technology companies.

Asiff S. Hirji

Mr. Asiff S. Hirji has been a director since September 2011. Mr. Hirji is the founder of Inflekxion LLC, a private investment firm and currently serves as the Chief Restructuring Officer of Hewlett-Packard. He previously served as a Partner with TPG Capital and helped lead their efforts in Financial Services, Technology and E-commerce. Prior to joining TPG, Mr. Hirji was an officer of TD Ameritrade from 2003 to 2007 including serving as President and COO. From 2002 to 2003 Mr. Hirji was a Partner at Bain & Company and a leader of their IT and Financial Services practices. Mr. Hirji holds a B.S. in Computer Science from the University of Calgary and an MBA with honors from the University of Western Ontario. Mr. Hirji has also served as a director of Citrix Systems since 2006.

Mr. Hirji brings valuable insight to the Board through his private equity and investment experience, and has a deep understanding of the financial services industry and technology companies.

Director qualifications:

·                  Leadership, finance, industry and technology experience — former partner in investment firm, former president and chief operating officer of a financial services company.

James D. Kirsner

Mr. James D. Kirsner has been a director since January 2006. Mr. Kirsner currently serves on the board of directors of Fair Isaac Corporation, and until January 1, 2009, served on the board of Bank of Marin Bancorp. Mr. Kirsner also served on the board of Ask Jeeves, Inc. from 2001 to 2005. Mr. Kirsner retired from Arthur Andersen in 1993 as a partner, having joined its Audit and Business Advisory Practice in 1967. During Mr. Kirsner’s tenure at Arthur Andersen, he provided a wide range of professional services, primarily to financial services firms. Mr. Kirsner then served as Chief Financial Officer and Head of Barra Ventures at Barra, Inc., a leading investment risk management services company from 1993 to 2001. Most recently, Mr. Kirsner was a consultant and interim Chief Operations Officer for Tukman Capital Management during 2001. Mr. Kirsner holds a B.S. degree in Economics and an M.S. degree in Accounting from the Wharton School of the University of Pennsylvania. Mr. Kirsner was also a general course student at the London School of Economics. Mr. Kirsner became a CPA in 1970 and currently is on retired status as a CPA.

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Through his professional career, Mr. Kirsner has developed extensive financial and accounting expertise which provides the Board with important perspectives on understanding the impact of various financial and accounting issues. His tenure in a public accounting role and his experience as the CFO of a public company enhances the Board’s knowledge of financial reporting matters.

Director qualifications:

·                  Leadership, finance and industry experience — former partner of an accounting firm, former chief financial officer of an investment risk management services company, former chief operating officer of an investment management firm, and current and former member of the boards of directors of several companies.

Robert M. Tarkoff

Mr. Robert M. Tarkoff has been a director since September 2012. Mr. Tarkoff is currently President and CEO of Lithium Technologies and has been responsible for its strategic direction and operation since September 2011. From April 2008 to September 2011, he served as  Senior Vice President and General Manager of  Adobe Systems Incorporated’s Digital Enterprise Solutions business unit. Prior to joining Adobe, Mr. Tarkoff held several executive positions at EMC Corporation, Documentum, Inc. and Commerce One, Inc. Earlier in his career, Mr. Tarkoff was an associate attorney at the law firm of Wilson Sonsini Goodrich & Rosati, P.C. Additionally, Mr. Tarkoff is a member of the board of advisors for the Lawrence Hall of Science and has previously served on the board of directors for Borland Software Corporation and Onyx Software. Mr. Tarkoff holds a J.D. from Harvard Law School and a B.A. degree from Amherst College.

As a result of his current executive position at Lithium Technologies, Inc., as well as his former positions as a senior executive at other technology organizations, Mr. Tarkoff provides the Board with extensive and relevant executive leadership, worldwide operations and technology industry experience.

Director qualifications:

·                  Leadership and technology experience — chief executive officer and president of a technology company and former senior executive of several technology companies.

Wendell G. Van Auken

Mr. Wendell G. Van Auken has been the Lead Independent Director since September 2013 and a director since September 1995.  Mr. Van Auken is currently a Partner Emeritus at Mayfield Fund. He became a General Partner at the firm in October 1986 and is a Managing Director of various investment entities affiliated with Mayfield.  He has led investments in a wide range of industries, particularly in B2B e-commerce, the information and financial service areas, and the convergence of the Internet and traditional broadcast industries. Before joining Mayfield Fund, Mr. Van Auken had a career as a Founding Officer, Executive, Chief Financial Officer and/or Chief Executive Officer for three startups in diverse industries: Sunset Designs, System Industries, and Infinitek. He started his career in computer manufacturing operations at Hewlett Packard in 1968. Mr. Van Auken is a Director of Montgomery Street Income Securities Inc., a management investment company. Mr. Van Auken holds a B.E.E. from Rensselaer Polytechnic Institute and an M.B.A. from Stanford University.

Mr. Van Auken’s investment experience, executive management experience, and financial expertise as well as his length of service on the Board provides the Board with valuable knowledge, unique insights and operational perspective and helps ensure appropriate oversight of our financial reporting and accounting risks.

Director qualifications:

·                  Leadership, finance and industry experience — partner emeritus/former general partner of a venture capital firm, former entrepreneur/business executive of several companies.

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CORPORATE GOVERNANCE

Board of Directors

The role of the Board is to oversee the performance of the chief executive officer and other senior management of the Company in accordance with the best interests of our stockholders. The Board has responsibility for oversight of broad corporate policies and formulation of the long-term strategic, financial and organizational goals of the Company. Management is responsible for the day-to-day operations of the Company. In fulfilling its role, each director is expected to exercise his or her business judgment on an informed basis, in good faith, and in the belief that the action being taken is in the best interests of the Company. The Board is currently composed of seven persons and, other than Ms. DiMarco and Mr. Hess, all directors are “independent” under the applicable standards of the U.S. Securities and Exchange Commission (SEC) and The NASDAQ Stock Market.

Board Leadership

Our Company is led by our Chief Executive Officer (CEO) and President, Mr. Peter Hess, who joined Advent in 1994, was appointed as President of Advent in December 2008 and was promoted to CEO and President in June 2012. As of the date hereof, our Board is comprised of Mr. Hess, Ms. DiMarco, and five independent directors. Ms. DiMarco, the founder of Advent and our former CEO, has served as Chair of the Board since September 2013. Mr. Wendell Van Auken has served as Lead Independent Director since September 2013.

We believe that the separation of the roles of the CEO and Chair is appropriate at this time because it allows our CEO to focus on our business operations, strategy and corporate vision. Our CEO is responsible for establishing the strategic direction of the Company and directing the leadership and day-to-day business of the Company, under the oversight of the Board. Given that our Chair founded Advent and served as our CEO until June 2012, we benefit significantly from her extensive experience with, and knowledge of, the Company and its customers, markets, operations and employees; however, she is not yet regarded as independent under the NASDAQ rules. Therefore, we believe that having a Lead Independent Director provides an appropriate level of independent oversight and value to the Company.  The Lead Independent Director, in consultation with our CEO, sets the agenda for meetings of the Board, presides over Board meetings, acts as a liaison between our CEO and the independent directors and chairs any sessions or meetings of independent directors. We also believe that independent and effective oversight of Advent’s business is maintained by our substantial majority of independent directors, the independence of all the members of the Board’s Audit, Compensation and Corporate Governance Committees, and the leadership of our independent directors. On a regular basis, as part of our governance review, the Board (led by the Corporate Governance and Nominating Committee) evaluates our leadership structure to ensure that it remains an effective structure for our Company and our stockholders.

The Board has adopted and regularly reviews, refines and updates our Corporate Governance Principles that set forth our principal corporate governance policies, including the oversight responsibilities of the Board of Directors. A current copy of the Corporate Governance Principles is available on our corporate website at www.advent.com and may be found as follows:

1.              From our main web page, first click on “About Us”;

2.              Next, click on “Investor Relations”;

3.              Next, click on “Corporate Governance”; and

4.              Finally, click on “Corporate Governance Principles”.

In addition, we have a mechanism for stockholders to communicate directly to our independent directors as a group or with any individual director. See “Communication with the Board” below.

The Board has three standing committees—Audit, Compensation, and Corporate Governance and Nominating.  Each of the three committees is comprised solely of independent directors, with each of the three committees having a separate chair.  In addition, each committee has a charter that sets forth its purpose and principal responsibilities. As provided in our Corporate Governance Principles, our independent directors meet in executive sessions at each regular Board meeting.

Our directors represent a broad range of industry experience, having had senior management leadership experience at the policy-making level in business and technology and in areas relevant to the Company’s business, and our directors regularly contribute to the effective oversight of the business and affairs of the Company. We believe that our directors should be of good character and possess sound judgment and high integrity.

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Risk Oversight

The Company’s senior management is responsible for assessing and managing the Company’s risks on a day-to-day basis. Our Board is responsible for overseeing the Company’s overall enterprise risk management. Our Audit Committee is responsible for providing oversight of the Company’s risk management with respect to significant financial and accounting policies, and our Compensation Committee oversees risks related to our compensation policies.  Both the Audit and Compensation Committees report their findings to the full Board.  In addition, at its meetings, the Board discusses risks that the Company faces, and management highlights what it believes to be the most relevant risks to the Company. Furthermore, the Board’s oversight of enterprise risk involves assessment of the risk inherent in the Company’s long-term strategies reviewed by the Board, as well as other matters brought to the attention of the Board. We believe that the structure and experience of our Board allows our directors to provide effective oversight of risk management. As a technology company, we believe innovation and technological advancement includes a certain amount of measured risk taking. The Board, however, recognizes that it is the Company’s and its management’s responsibility to identify and attempt to mitigate those risks that could cause significant damage to the Company’s business or stockholder value.

Governance Principles, and Code of Business Ethics and Conduct

The Board has adopted Corporate Governance Principles. In addition, the Company has adopted a Code of Business Ethics and Conduct for its directors, officers, and employees, including its principal executive and senior financial officers. These materials are available on the Investor Relations section of our corporate website at www.advent.com. If the Board makes any substantive amendment to this Code of Business Ethics and Conduct or grants any waiver, including any implicit waiver, from the provisions of the Code to one of our principal executive or senior financial officers, we will disclose the nature of the amendment or waiver on our corporate website at www.advent.com, or in a Current Report on Form 8-K filed with the SEC.

Committees of the Board

The Board has established three standing committees to assist it with the performance of its responsibilities: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The membership of each committee as of December 31, 2014, the number of meetings held by each committee in fiscal 2014 and other descriptive information is summarized below.

(1) Effective May 7, 2014, Mr. Frandsen was elected to the Board of Directors and was appointed as a member of the Compensation Committee.

(2) Effective May 7, 2014, Mr. Hirji was appointed as a member of the Audit Committee.

(3) The purpose of the Actions by Unanimous Written Consent was primarily to approve equity awards to non-executive employees of the Company.

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Audit Committee. The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of directors Kirsner, Hirji and Van Auken, each of whom is “independent,” as defined by the listing standards of The Nasdaq Stock Market for audit committee members and meets the criteria for independence under relevant SEC rules. Mr. Kirsner is the Chairman of the Audit Committee. The Board has determined that directors Kirsner, Hirji and Van Auken are “audit committee financial experts” as defined under the rules of the SEC.  The Audit Committee acts pursuant to a written charter adopted and approved by the Board, which is available on our corporate website at www.advent.com. For a description of the Audit Committee responsibilities, see the “Responsibilities and Duties” section of the Audit Committee Charter.

Compensation Committee.  The Compensation Committee consists of directors Hirji, Frandsen and Tarkoff, each of whom is “independent” as defined in the listing standards of The Nasdaq Stock Market and relevant SEC and IRS rules. Mr. Hirji is the Chairman of the Compensation Committee. The Compensation Committee acts pursuant to a written charter adopted and approved by the Board of Directors, which is available on our corporate website at www.advent.com. For a description of the Compensation Committee’s responsibilities, see the “Responsibilities and Duties” section of  the Compensation Committee Charter. See also “Compensation Committee Report for the Year Ended December 31, 2014” and “Compensation Discussion and Analysis” in Item 11 of this Amendment.

Corporate Governance and Nominating Committee.  The Corporate Governance and Nominating Committee consists of directors Hirji, Kirsner and Van Auken, each of whom is “independent” as defined in the listing standards of The Nasdaq Stock Market and relevant SEC rules.  Mr. Van Auken is the Chairman of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee acts pursuant to a written charter adopted and approved by the Board of Directors, which is available on our corporate website at www.advent.com. The Corporate Governance and Nominating Committee is responsible for, among other things, (i) development and review of general criteria regarding the qualifications and selection of Board members and recommending candidates for election to the Board, (ii) developing, maintaining and enforcing principles of corporate governance, which include the review of any proposed amendments to the Company’s Certificate of Incorporation and Bylaws and any stockholder proposals related to corporate governance, (iii) evaluating the performance of the Board, and (iv) reviewing and making recommendations regarding the composition and mandate of Board committees.

Other Committees.  In addition to the committees set forth above, the Board may periodically establish other standing or special committees to assist it with the performance of its responsibilities.  For example, in September 2013, the Board established an Operating Committee consisting of directors Hirji, DiMarco and Tarkoff, which is a special committee that acts as an advisory body to management of the Company including advising on strategy, operations and other matters.  In December 2014, the Board established a Strategic Transaction Committee consisting of directors DiMarco, Kirsner, Tarkoff and Van Auken, which is a special committee that was established for the purpose of soliciting, evaluating, negotiating and making recommendations to the Board regarding strategic transactions involving the Company.

Process for Nominating Directors

It is the policy of the Corporate Governance and Nominating Committee to consider recommendations for candidates to the Board from stockholders. Stockholder recommendations for candidates to the Board must be directed in writing to Advent Software, Inc., Corporate Secretary, 600 Townsend Street, Suite 500, San Francisco, California 94103, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, and evidence of the recommending person’s ownership of the Company’s Common Stock. Stockholder nominations to the Board must meet the requirements set forth in the Company’s Bylaws and applicable law.

The Corporate Governance and Nominating Committee’s general process and criteria for identifying and evaluating the candidates that it recommends to the full Board for selection as director nominees are as follows:

·                  The Committee regularly reviews the composition and size of the Board.

·                  In evaluating and identifying candidates, the Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates, and has the authority to approve the fees and retention terms of any search firm.

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·                  In its evaluation of director candidates, including the members of the Board eligible for re-election, the Committee seeks to achieve a balance of knowledge, experience and capability on the Board and considers (1) the size and composition of the Board and the needs of the Board and the respective committees of the Board, (2) such factors as issues of character, judgment, diversity, age, expertise, business experience, length of service, independence, other commitments and the like, and (3) such other factors as the Committee may consider appropriate. While the Board does not have a specific diversity policy, the Board considers diversity of race, ethnicity, gender, age, cultural background and professional experience, which the Board recognizes as contributing to a diversity of viewpoints and effective decision-making.

·                  While the Committee has not established specific minimum qualifications for Director candidates, the Committee believes that candidates and nominees must reflect a Board that is comprised of directors who (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and experience at the policy-making level, including an understanding of the financial services industry and Advent’s business in particular, (4) have qualifications that will increase overall Board effectiveness and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members.

·                  With regard to candidates who are properly recommended by stockholders or by other means, the Committee will review the qualifications of any such candidate, which review may, at the Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate, background checks by the Committee or by a third party service provider or other actions that the Committee deems necessary or proper.

·                  The Committee will apply these same principles when evaluating Board candidates who may be elected initially by the full Board to fill vacancies or add additional directors prior to the annual meeting of stockholders at which directors are elected.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that all of its directors, officers and applicable shareholders timely filed these reports.

Item 11. Executive Compensation

COMPENSATION COMMITTEE MATTERS

Scope of Authority

The Compensation Committee’s responsibilities, which are discussed in detail in its charter, include, among other duties:

·                  Reviewing and approving, for the CEO and executive officers of the Company, (i) annual base salary, (ii) annual incentive bonus, including the specific goals and amount, (iii) equity compensation, (iv) any employment agreement, severance arrangement and change in control agreement/provision, (v) any signing bonus or payment of relocation costs and (vi) any other material benefits, compensation or arrangements not available to employees generally;

·                  Specifically with respect to the CEO, reviewing and approving compensation of the CEO based on corporate goals and objectives relevant to his performance, and considering identified and other factors related to the performance of the Company;

·                  Overseeing the Company’s equity compensation plans and acting as the administrator of such plans;

·                  Overseeing the Company’s overall compensation plans and benefits, including the Company’s 401(k) plan and bonus plans and making recommendations to the Board with respect to improvements or changes to such plans or the adoption of new plans when appropriate;

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·                  Evaluating on a periodic basis of the competitiveness of (i) the compensation of the CEO and the Executive Management Team (EMT) of the Company and (ii) the Company’s overall compensation plans;

·                  Considering the results of stockholder advisory votes on executive compensation, making recommendations to the Board regarding the frequency of such votes, and approving the proposal on such votes to be included in Advent’s annual proxy statement;

·                  Reviewing and discussing with management the Company’s Compensation Discussion and Analysis as required by the applicable rules and regulations of the SEC (“SEC Rules”) and any other applicable rules and regulations;

·                  Preparing and publishing an annual Compensation Committee report as required by SEC Rules;

·                  Periodically reviewing and reassessing the adequacy of the Compensation Committee Charter and recommending any proposed changes to the Board for approval;

·                  Overseeing management’s determination as to whether the compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company;

·                  Establishing and administering stock ownership guidelines applicable to members of the Board, CEO and EMT members directly reporting to the CEO; and

·                  Evaluating director compensation, consulting with outside consultants as appropriate, and making recommendations to the Board regarding director compensation.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is composed of directors Frandsen, Hirji  and Tarkoff. No interlocking relationship exists between any EMT members or member of the Company’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee is or was formerly an officer or an employee of the Company or its subsidiaries. The Compensation Committee is composed entirely of independent members of the Board, as determined under Nasdaq, SEC and Internal Revenue Code rules.

Compensation of Non-Employee Directors

The Compensation Committee evaluates and makes recommendations to the Board regarding the form and amount of compensation for non-employee directors. Employee directors receive no additional compensation for service on the Board. Advent’s director compensation program is designed to enable continued attraction and retention of highly qualified directors by ensuring that director compensation is in line with peer companies competing for director talent, and is designed to address the time, effort, expertise and accountability required of active Board membership. In general, the Compensation Committee and the Board believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its committees, and an equity component, designed to align the interests of directors and stockholders and, by vesting over time, to create an incentive for continued service on the Board.

The Compensation Committee regularly reviews director compensation, including, among other things, comparing Advent’s director compensation practices with those of other public companies of comparable size. In conducting such reviews, the Compensation Committee retains the services of an independent compensation consultant.

Cash Compensation. All retainers and fees are paid quarterly in arrears, and non-employee directors are eligible for reimbursement of their expenses incurred in connection with attendance at Board meetings in accordance with Advent’s policies.

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Non-employee directors receive an annual cash retainer of $50,000 for their service on the Board, with the Chair and Lead Independent Director receiving an additional $20,000. Additionally, directors receive committee fees for each committee on which he or she serves as follows:

Equity Compensation. The Compensation Committee may recommend changes to the levels of equity award grants, which must be approved by the full Board.

Each non-employee director is eligible to receive the following awards of stock appreciation rights (“SAR”) and restricted stock units (“RSU”) under the 2002 Stock Plan:

·                  Initial equity grant value upon joining the Board of approximately $300,000(4), with approximately 70%, or $210,000, of the grant value awarded in SARs (1) (5) and approximately 30%, or $90,000, of the grant value awarded in RSUs (2) (6).

·                  Annual equity grant value upon re-election to the Board of approximately $150,000(4), with approximately 70%, or $105,000, of the grant value  awarded in SARs (3) (5) and approximately 30%, or $45,000, awarded in RSUs (3) (6).

(1)                     Vests over four years with 25% of the shares vesting one year after the date of grant and the remainder vesting in equal monthly installments over the ensuing three years.

(2)                     Vests over four years with 50% of the shares vesting two years after the date of grant and 50% vesting four years after the date of grant.

(3)                     Vests 100% one year after the date of grant.

(4)                     The amount of SAR and RSU awards to be granted for the initial and annual equity grant are determined during the Company’s annual budgeting process, which occurs at the end of the prior fiscal year.

(5)                     Calculation of the amount of SAR awards to be granted is based on the fair value of SAR awards, computed in accordance with ASC 718, “Compensation-Stock Compensation.”

(6)                     Calculation of the amount of RSU awards to be granted is based on the fair value of RSU awards which is the price of the Company’s common stock.

In the event of a merger with or into another corporation, or other change in control, each non-employee director shall fully vest in and have the right to exercise all of his or her outstanding equity compensation (including outstanding stock options, SARs, RSUs, or performance shares). Upon a director’s retirement from the Board, the director’s unvested options, SARs and RSUs are canceled and returned to the Plan. However, if a director resigns from the Board effective at an annual stockholders’ meeting that is no more than 30 days prior to the vesting date of a grant, the director shall vest in that portion of the grant vesting on such vesting date.

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Non-Employee Director Compensation Table

In May 2014, each non-employee director received their annual equity compensation, with the exception of Mr. Frandsen who received his initial equity grant, pursuant to the 2002 Stock Plan. The following table and related notes summarize grant information and cash and equity compensation of our non-employee directors during fiscal 2014 with respect to their Board service:

(1)         Amounts do not reflect the actual economic value realized by the non-employee director. Stock awards consist of RSUs. In accordance with SEC rules, the value of stock awards are based on the closing price of the stock on the date of grant multiplied by the number of shares awarded and disregard the impact of estimated forfeitures related to service-based vesting conditions.

(2)         Amounts do not reflect the actual economic value realized by the non-employee director. Option awards consist of SARs, which are valued based on aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, “Compensation-Stock Compensation.” Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions. The assumptions and estimates are explained in Note 12 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2014, included in the Original Form 10-K.

(3)         Amounts reflect cash payments made in connection with RSUs that vested during 2014 and had a right to a $9.00 dividend equivalent cash payment per RSU. In June 2013, the Company’s Board approved a one-time special cash dividend (the “Special Dividend”) of $9.00 per share payable on each share of the Company’s common stock. In connection with declaring the Special Dividend, equity award modifications were made in a manner that was intended to preserve the pre-cash dividend economic value of all outstanding awards. For RSU holders, the equivalent of $9.00 per share of common stock underlying the RSU is payable on the date the RSU vests. The equity award modification is more fully described in Note 12 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2014, included in the Original Form 10-K.

(4)         Mr. Frandsen was appointed to the Board and Compensation Committee effective May 2014.

(5)         Mr. Hirji was appointed to the Audit Committee effective May 2014.

(6)         Additional information about non-employee director equity awards:

a.              The following table provides additional information about the stock awards and option awards made to non-employee directors during fiscal 2014:

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b.              The following table sets forth the aggregate number of stock awards and option awards outstanding at the end of fiscal 2014:

Compensation Committee Report for the Year Ended December 31, 2014

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal 2014 included below. Based on the review and discussions, the Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in this Amendment.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

Advent’s Compensation Discussion and Analysis addresses the following topics:

·                  An executive summary of our compensation program for our Named Executive Officers (NEOs) during fiscal year 2014:

·                  Mr. David Peter F. Hess, Jr., Chief Executive Officer (CEO) and President

·                  Mr. James S. Cox, Executive Vice President and Chief Financial Officer (CFO)

·                  Mr. Todd J. Gottula, Executive Vice President, Global Solutions Development and Chief Technology Officer (CTO)

·                  Mr. Christopher J. Momsen, Executive Vice President, Global Sales and Solutions

·                  Mr. Anthony E. Sperling, Executive Vice President, Global Client Experience

·                  The governance of our Executive Management Team (EMT) compensation program;

·                  Advent’s executive compensation philosophy and framework; and

·                  The elements of Advent’s executive compensation program.

Executive Summary

While this “Executive Compensation and Related Information” is intended to primarily focus on the compensation decisions we make with respect to our NEOs (as listed above), the Compensation Committee considers compensation more broadly throughout the Company and generally makes decisions about compensation that apply to a broader set of senior executives which we refer to as our EMT. This EMT includes not only our NEOs but also a broader group of individuals whom the Compensation Committee has deemed key to our success. Therefore, where we reference our EMT throughout this section, our NEOs are included in that group along with other key employees.

The Executive Summary highlights our pay-for-performance philosophy, long-term focus, key compensation programs and recent changes.

Executive Compensation Actions in 2014

We took the following actions regarding executive compensation in 2014:

·                  Variable pay awards earned by executives in 2014 aligned with our corporate performance relative to goals established at the beginning of the year;

·                  All of our executives received annual merit equity grants in March 2014 consistent with their level of performance and market practice; and

·                  In December 2013, the Compensation Committee approved equity compensation guidelines for the EMT, including our NEOs, that ties the vesting of the amount of their equity awards to achieving or exceeding three-year revenue and profitability goals. The guidelines applied to equity awards granted in 2014.

Corporate Governance

We also maintain the following policies as a matter of good corporate governance:

·                  We have stock ownership guidelines (which are discussed in greater detail below);

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·                  Change-of-control benefits are based on a double-trigger philosophy which requires a change-of-control as well as a qualifying termination of employment before benefits are paid;

·                  Executive officers are not entitled to any tax gross-up treatment on any severance or change-of-control benefits;

·                  Our compensation programs are reviewed regularly by the Compensation Committee which determined, with the assistance of the Committee’s independent compensation consultant, Compensia Inc. (“Compensia”), that the Company’s compensation programs do not create inappropriate or excessive risk that is likely to have a material adverse effect on the Company;

·                  We have a policy prohibiting margining or short sales or trading in derivative securities involving Advent securities or any activities prohibited by law; and

·                  We have an equity compensation grant policy that provides for a specific process and methodology regarding the timing of equity awards.

Compensation Philosophy

Our overarching compensation goal is to reward the EMT through a strong pay-for-performance philosophy focusing on individual and Company results to achieve competitive, effective, reasonable and responsible cash, equity and benefits-based compensation. We believe this is accomplished through the following principles and processes:

1.              The EMT compensation is benchmarked annually against a peer group of companies selected on the basis of relevant industry, size and complexity to ensure that our compensation opportunities are within the range of comparative norms.

2.              Target compensation opportunities are established to be competitive within our relevant talent market for total cash (defined as base salary plus annual bonus), equity compensation and total compensation. The Compensation Committee considers several factors in determining overall compensation levels, including the pay practices of our peer group, relevant market data, internal equity, criticality of skills and the individual executive’s performance and potential.

3.              The majority of target total direct compensation (defined as base salary plus annual target bonus plus annual equity grant value) for the EMT is performance-based annual variable cash bonus and stock-based compensation. The composition of our compensation balances a long-term and short-term performance orientation and a positive relationship between our operational performance and shareholder return. For fiscal year 2014, such variable compensation, on average, exceeded 65% of target total direct compensation.

4.              We do not provide our employees, including our EMT, with a defined benefit pension plan, any supplemental executive retirement plans or retiree health benefits, except as required by local law or custom for employees outside the United States. Our NEOs may participate on the same basis as other U.S. employees in our Section 401(k) Retirement Savings Plan (the “401(k) Plan”). Advent makes a matching contribution to help attract and retain employees and to provide an additional incentive for our employees to save for their retirement in a tax-advantaged manner, the terms of which are outlined below.

5.              We provide a severance plan to the EMT that provides, consistent with peer company norms, standard severance benefits in the event of an involuntary termination of employment without cause, which are enhanced if the termination occurs in connection with a change in control.

6.              Compensation recommendations for the EMT are developed by our CEO. In 2014, Mr. Hess (except with respect to his own compensation), with input from our Human Resources Department, provided recommendations related to compensation for the EMT based on their individual performance within the context of our overall Company performance. These recommendations are presented to the Compensation Committee and analyzed by the independent compensation consultant, Compensia, which is retained by the Compensation Committee.

For fiscal 2014, the total direct compensation (defined as base salary plus actual annual bonuses awarded plus annual equity grant value) of the NEOs was competitive within our relevant market. Our compensation decisions are primarily based on each executive’s performance in the prior year within the context of our overall Company performance. Hence, our 2014 executive compensation levels are largely based on fiscal year 2013 performance.

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Based on our fiscal year 2013 results, our Company performance relative to this same peer group:

·                  Exceeded the 50th percentile for fiscal year 2013 and the last three fiscal years with respect to operating margin; and

·                  Was below the 50th percentile for fiscal year 2013 and the last three fiscal years for revenue growth.

Based on our fiscal year 2014 results, our performance relative to this same peer group:

·                  Exceeded the 50th percentile for fiscal year 2014 for operating margin and total shareholder return as well as the last three fiscal years with respect to operating margin; and

·                  Was below the 50th percentile for fiscal year 2014 and the last three fiscal years for revenue growth.

Our Compensation Committee and CEO believe the level of total compensation for the NEOs in fiscal 2014 was reasonable and appropriate based on our achievements in 2014 and the variable, performance-based nature of our compensation program.

Our executive compensation programs have remained substantially the same for several years, with the exception of modifying the design of our variable compensation plan in 2012 to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code. In addition, in 2014, we revised our EMT equity grants to increase the amount of equity awards tied to multi-year individual and Company performance metrics and vesting conditions. We believe our programs are effectively designed and working well in alignment with the interests of our stockholders, and are instrumental to achieving our business strategy.

Say-on-Pay Vote

On May 7, 2014, we held a stockholder advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote. Our stockholders overwhelmingly approved the compensation of our named executive officers, with approximately 99% of stockholder votes cast in favor of our 2014 say-on-pay resolution. Given this result, and following consideration of it, the Compensation Committee has decided to retain our overall approach to executive compensation. In December 2013, the Compensation Committee approved new performance-based equity compensation guidelines for the EMT, including our NEOs, that ties vesting of a majority portion of their equity awards to achieving or exceeding three-year revenue and profitability goals. These new parameters were applied to equity awards granted in 2014.

Governance of the Executive Management Team Compensation Program

Role of the Compensation Committee

The Compensation Committee approves and evaluates Advent’s EMT compensation plans, policies and programs, including:

·                  Establishing the compensation philosophy for the EMT including the compensation objectives, target pay levels and the peer group for executive compensation and performance benchmarking;

·                  Approving and evaluating the EMT members’ compensation plans, policies and programs;

·                  Specifically with respect to the CEO, reviewing and approving compensation of the CEO based on corporate goals and objectives relevant to his performance, and considering identified and other factors related to the performance of the Company;

·                  Reviewing and approving, with Board consultation and input, the Company’s equity compensation plans for its EMT members and employees; and

·                  Conducting periodic competitive evaluations of the EMT members’ compensation plans.

The Compensation Committee operates pursuant to a charter that further outlines the specific authority, duties and responsibilities of the Compensation Committee. The Compensation Committee may form and delegate authority to subcommittees of one or more directors as appropriate.  The charter is periodically reviewed and revised by the Compensation Committee and our Board, and is available on our corporate website at www.advent.com where it may be found as follows:

1.              From our main web page, first click on “About Us”;

2.              Next, click on “Investor Relations”;

3.              Next, click on “Corporate Governance”; and

4.              Finally, click on “Compensation Committee” under “Committee Charters”.

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Role in Compensation Decision-Making for Named Executive Officers

The CEO makes recommendations to our Compensation Committee regarding the compensation arrangements for the NEOs other than himself.  In formulating recommendations, the CEO considers both internal and external compensation data from our Human Resources Department and the Compensation Committee’s independent compensation consultant, Compensia.  The Compensation Committee consults with the full Board as it deems appropriate in making decisions regarding the CEO’s compensation.

Role of Compensation Consultant

Advent’s Human Resources Department supports the Compensation Committee in its work and in some cases acts pursuant to delegated authority to fulfill various functions in administering Advent’s compensation programs. The Compensation Committee has the authority to engage the services of outside advisers, experts and others to assist the Compensation Committee. The Compensation Committee currently utilizes Compensia, an independent consulting company with a specific focus and unique expertise in technology company executive compensation, to provide advice and information relating to executive and director compensation. Compensia has not provided other compensation consulting services to the Company. Compensia reports directly to the Compensation Committee and not to management, and receives compensation only for services provided to or in support of the Compensation Committee. The Compensation Committee assessed the independence of Compensia pursuant to SEC rules and concluded that the work of Compensia has not raised any conflict of interest. From time to time, the Compensation Committee may direct its compensation consultant to work with the Human Resources Department to support management and the Compensation Committee in matters relating to the fulfillment of its charter.

Compensia performed the following services on behalf of the Compensation Committee during 2014:

·                  Reviewed and provided recommendations regarding the composition of the peer group used to benchmark executive compensation levels relative to the peer group;

·                  Conducted a comprehensive review of the total compensation arrangements for all members of the EMT at the Company, including: competitive analysis of salary, total cash (salary plus bonus) and total direct compensation (total cash plus annual equity awards) relative to the peer group and proposed changes to the compensation structure;

·                  Updated the Compensation Committee on industry trends and best practices with respect to executive and non-executive equity program design, including: type of equity award and aggregate equity usage;

·                  Reviewed and advised on the structure of executive compensation arrangements (e.g., base salary levels, target bonus levels and the size of target equity awards); and

·                  Assisted management with the development of this Compensation Discussion & Analysis.

In the course of fulfilling these responsibilities, a representative from Compensia is generally asked to attend Compensation Committee meetings. In addition, a representative from Compensia also meets separately with management and with the Compensation Committee and its chair from time to time to gather information on and review proposals that management may present to the Compensation Committee. While the Compensation Committee considers the input of its compensation consultant in making decisions, the Compensation Committee’s executive compensation decisions, including the specific amounts paid to the EMT and directors, are its own and may reflect factors and considerations other than the information and recommendations provided by Compensia and management.

The Compensation Committee intends to continue to engage Compensia as its compensation consultant until the Compensation Committee or Compensia determines otherwise.

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Executive Compensation Philosophy and Framework

Compensation Objectives

Advent’s executive compensation program is designed to achieve four primary objectives:

1.              Attract and retain highly skilled executives who will create and sustain long-term stockholder value;

2.              Reinforce a pervasive focus on improving organizational performance and achieving or exceeding the Company’s operational objectives;

3.              Support a strong pay-for-performance culture that provides above average compensation commensurate with strong performance; and

4.              Align the interests of the EMT with the interests of the Company’s stockholders, in order to enhance long-term stockholder value.

The Company uses the following compensation programs to achieve these objectives:

Target Pay Position/Mix of Pay

The main components of the executive compensation program are base salary, annual bonus and equity (discussed in greater detail below under “Elements and Evaluation of Named Executive Officers Compensation”). For each of these three elements, Advent’s strategy has been to examine peer group, industry survey data and relevant industry compensation practices and target total cash compensation (base salary plus bonus) and equity compensation to be competitive within the relevant market for each position, with the intent that executives receive an ever higher percentage of their compensation through variable, performance-based cash and equity compensation as their responsibility increases.

The Compensation Committee has historically approved compensation levels for the EMT above and below the target pay position, based on individual and Company performance relative to the peer group and survey data, to ensure an appropriate pay-for-performance alignment. We target total direct compensation between the 50th and the 75th percentile, with certain key roles, including EVP Global Sales & Solutions, EVP & CTO Global Solutions Development, EVP Global Client Experience, SVP & CIO IT & Operations, CFO and other key positions as approved by the Compensation Committee, targeted at the 75th percentile and above, commensurate with performance. We target providing the majority of the above market level based on variable/incentive/equity (at risk) compensation elements.

This pay-for-performance alignment is further supported by Advent’s emphasis on variable, performance-based at-risk compensation, which ensures that executives receive target or above-target total compensation only to the extent that Company and individual performance goals have been achieved or exceeded, respectively.

Compensation Benchmarking

The peer group used by the Compensation Committee to evaluate our executive compensation program is reviewed on an annual basis with input from Compensia and adjustments are made as necessary to ensure the peer group continues to properly reflect the market in which Advent competes for talent. For purposes of establishing the peer group, the Compensation Committee considers companies that are comparable to Advent across several metrics including: software industry, particularly software companies with a financial services/data focus, revenue size, operating margin and market capitalization. For evaluating 2014 compensation, the following 15 companies were deemed suitable peers based on the criteria described above.

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In addition to the compensation practices of the above companies, the Compensation Committee also reviews the executive pay practices of other technology companies with whom we compete for talent as reported in the Radford Global Technology Compensation Survey. We use a subset of the full survey to target companies of similar size; the subset includes approximately 100 companies whose annual revenue is between $200 million and $500 million. We use this survey data for two purposes: first, because the Company competes for talent from a broader group than the specific group of direct peers, it provides a broader understanding of the compensation levels being paid by technology companies of similar revenue size; and second, because the survey data represents a larger group of companies, it serves to validate the data drawn from the smaller sample group of direct peers. The Radford Global Technology Compensation Survey provides only aggregated data and does not report data by individual company. As a result, we do not look at each company in this survey individually; rather, this information is used to supplement and validate the compensation information of our stated peer companies.

Elements and Evaluation of Named Executive Officers Compensation

Cash Compensation

Base Salary

Base salary is one of the few fixed compensation components in our EMT compensation program.  It is used to attract, motivate and retain highly qualified executives and is intended to provide a minimum element of financial certainty and security to the EMT on an ongoing basis and in a manner that is sustainable within our cost structure. Based on an analysis by our compensation consultant, the Compensation Committee believes that the salaries of our NEOs fall within the normal market practices, generally falling between the 25th to 90th percentiles of the market data (i.e. our peer group supplemented by the broader software industry survey data) within the industry (software) in which Advent participates.

The Compensation Committee expects base salaries to increase at a rate that approximates the market, recognizing that any increases will also reflect the individual’s performance for the preceding year, his or her pay level relative to similar positions in our peer group, the individual’s experience and value in the market place, taking Company performance into account, and internal equity with respect to the rest of the executive team.

Annual Variable Pay

Advent’s annual variable pay program is a performance-based compensation arrangement designed to reward executives (as well as all employees) for achieving key operational goals that we believe will provide the foundation for creating longer-term stockholder value. The variable pay program also supports our pay-for-performance compensation philosophy.

For NEOs, target variable pay opportunities range from 67% to 100% of base salary. Such officers may earn up to 250% of their target variable bonus award based on overachievement of the variable pay plan individual and corporate goals.

Total Target Cash Compensation

The Compensation Committee considers each of base salary and target annual variable pay in the context of total cash compensation. This helps the Committee better maintain the sum of base salary and target annual variable pay within the Company’s 25th to 75th percentiles target position. This might not be the result if each element of pay were evaluated independently.

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2014 Total Target Cash Decisions

In February 2014, the Compensation Committee approved total target cash compensation for 2014 for our NEOs as shown in the table below. Additionally, the Compensation Committee determined an appropriate increase in total target cash for Mr. Hess in connection with his performance as CEO.

Base Salary: Merit base salary increases were granted as follows based on the executives’ performance, current pay level relative to the relevant market, and our target merit budget:

Target Variable Pay: Consistent with our compensation philosophy focusing on the variable forms of compensation that reward for annual and long-term performance, the following target variable pay targets were approved as follows based on the executives’ performance, current pay level relative to the relevant market, and our target increase budget:

The resulting total target cash compensation levels for the NEOs was at approximately the 50th to 90th percentile of our peer group:

Corporate Annual Variable Pay Payouts for Performance in 2014

In 2012, Advent adopted a variable compensation plan structure designed to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code. The Compensation Committee used targets and performance based formulas to guide payout decisions, as described below. It then applied negative discretion within the framework of the plan structure to determine the final individual variable compensation plan awards.

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At the beginning of each year, the Compensation Committee approves specific goals for the upcoming year for purposes of the executive incentive plan (the “Executive Incentive Plan” or the “Incentive Plan”). Under the Executive Incentive Plan for 2014, the Company was required to achieve at least 90% of its Non-GAAP Operating Income target or no awards would be paid to executives. If the 90% threshold was achieved, executive variable compensation plan awards would be paid based on the achievement of pre-established corporate performance measures exceeding that threshold amount. For 2014, the corporate performance measures were Non-GAAP Operating Income (weighted 35%), Annual Contract Value (weighted 27.5%), Renewal Rate (weighted 27.5%) and Recognized Revenue (weighted 10%). The Compensation Committee approved these measures and goals as they were considered the best measure of Company performance relative to the Company’s objectives and its market. The corporate performance measures were defined as follows:

·                  Non-GAAP Operating Income represents income from continuing operations reported as “Income from Continuing Operations” in our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP), excluding stock-based employee compensation expense, amortization of acquired intangible assets, acquired in-process research and development costs, acquisition-related charges, recapitalization costs, transaction-related fees and restructuring charges.

·                  Annual Contract Value (ACV) represents the average contribution to annual revenue from all new term license contracts, Black Diamond and Advent OnDemand sales (consistent with the methodology used to calculate and report ACV in our Annual Report on Form 10-K filed with the SEC on February 24, 2015), plus the estimated average contribution to annual revenue from new data related or other contracts entered into during the year.

·                  Renewal Rate is based on cash collections and disclosed one quarter in arrears. The Company discloses renewal rates one quarter in arrears in order to include substantially all payments received against the invoices for that quarter. The renewal rates are updated from the initially disclosed rates to include all cash collections subsequent to the initial disclosure.

·                  Recognized Revenue represents the revenue recognized in earnings by the Company in conformity with GAAP and is consistent with “Net Revenues” reported in our consolidated financial statements.

In February 2015, the CEO presented to the Compensation Committee his recommendations for variable compensation to be paid to the other NEOs, based on corporate and individual performance in 2014. The Compensation Committee reviewed and verified the percent of each corporate goal achieved, along with the overall percent of corporate goal achievement for purposes of plan payouts.  For the 2014 performance period, the Company surpassed the 90% of Non-GAAP Operating Income target required to trigger award payments.  In addition, 2014 achievement was above target for Renewal Rate, while below target for Non-GAAP Operating Income, ACV and Recognized Revenue.

The following table summarizes 2014 performance for each corporate measure and the resulting weighted multiplier used in calculating variable compensation to be paid.  The performance level for each measure and corresponding payout as a percent of each executive’s variable compensation target is described in the following table:

Individual performance, largely determined through the achievement of pre-established objectives, can modify the weighted multiplier determined in the preceding table by 0% to 125%, subject to an individual maximum award equal to 250% of target bonus.

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The CEO provides an individual performance factor for each NEO (other than himself) based on his assessment of their achievement of pre-established goals, and other contributions to Company success during 2014, as described above. The Compensation Committee then applies negative discretion as permitted by the incentive plan to determine the actual award for each executive, as outlined in the table below:

Equity Compensation

Compensation tied to the performance of the Company’s common stock is a key element of our compensation program. Officers and other employees of the Company are eligible to participate in our stockholder approved 2002 Stock Plan and 2005 Employee Stock Purchase Plan (the “2005 ESPP”).  The 2002 Stock Plan permits the Compensation Committee to grant stock options and other equity vehicles to employees on such terms as the Compensation Committee may determine, subject to the limitations of the Plan.

Equity compensation represents a significant component of our EMT compensation program at Advent. We believe this is an appropriate way to align the interests of our EMT with those of our stockholders in order to achieve and sustain long-term stockholder value. In designing the equity program, Advent is sensitive to potential dilution from stock-based programs.  To address these issues, management and the Compensation Committee have taken the following steps to manage the equity plan:

·                  In 2014, the Company used a mix of long-term performance-based restricted stock units (“Performance Share Units” or “PSUs”) and time-based restricted stock units (“RSUs”) with approximately 70% of the grant value awarded in PSUs and 30% awarded in RSUs. The Compensation Committee believes that these equity vehicles support the following objectives: (i) support Advent’s executive/employee attraction and retention initiatives; (ii) provide the appropriate incentive to executives and employees to create long-term stockholder value; and (iii) serve the best interests of Advent’s stockholders.

·                  The Compensation Committee strives to limit annual net issuances of stock-based awards to a level that is within the norm of our current stage peer group, subject to extraordinary events such as acquisitions and new executive hires.

·                  The target grant levels for the EMT equity grants are structured in consideration of peer group practice with respect to the economic value of equity compensation and resulting target total direct compensation levels when added to cash compensation.

·                  Equity grants to individual EMT members may be adjusted from target based on individual performance, criticality of role, the expected future contribution and long-term retention of the executive, and our performance compared to the peer group.

·                  The Company must meet certain pre-determined performance goals before PSU grants vest, in order for them to be tax deductible as performance-based compensation under Section 162(m) of the Internal Revenue Code.

The table below summarizes the merit equity awards granted to the NEOs in March 2014.  These grants were made based upon each executive’s performance, as expressed under the bonus plan description above.

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Stock Ownership Guidelines

In February 2010, we first adopted stock ownership guidelines to align our NEO’s interests with our stockholders’ long-term interests by promoting long-term share ownership, which reduces the incentive for excess short-term risk taking.  Under our stock ownership guidelines, our NEOs must own the following number of shares of Advent stock within five years from the date such person becomes an executive officer:

·                  CEO: lesser of (a) shares with a value equal to 3.0 times base salary or (b) 60,000 shares; and

·                  EVPs (which includes all NEOs other than the CEO): lesser of (a) shares with a value equal to 1.0 times base salary or (b) 12,000 shares;

Shares counted toward guideline achievement include shares owned (including ESPP shares and vested RSUs) and 50% of the intrinsic (in-the-money) value of vested stock options.

As of March 31, 2015, all of the NEOs were in compliance with our stock ownership guidelines.

Benefits and Perquisites

We do not provide pension arrangements or post-retirement health coverage for our executives or employees. The benefits offered to our U.S-based EMT members are generally the same as those offered to all our U.S. employees.

We provide medical and other benefits to our U.S.-based executives that are generally available to other U.S. full-time employees, including an employee stock purchase plan, group term life insurance premiums and a 401(k) plan.  The 401(k) plan is a contributory defined contribution plan and Advent’s contributions are based on years of service. For employees with up to three years of service, Advent offers a matching contribution equal to 50% of the first 6% of the participant’s compensation that has been contributed to the plan up to the annual IRS limit.  Employees with three to five years of service receive 100% of the first 1% and 50% of the next 5% of pay deferred, up to the annual IRS limit. Employees with more than five years receive 100% of the first 2% deferred and 50% of the next 4% deferred, up to the annual IRS limit.

All of our U.S.-based EMT members participated in the Company’s 401(k) plan during fiscal 2014 and received matching contributions.

Post-Employment Obligations

On March 14, 2014, the Compensation Committee approved an amended and restated Executive Severance Plan covering members of the EMT (other than our CEO) (the “EMT Plan”) and a new Chief Executive Officer Severance Plan applicable to our CEO, Mr. Hess (the “CEO Plan”).  The EMT Plan and the CEO Plan replaced the Company’s existing Executive Severance Plan and provide severance benefits upon involuntary termination by the Company and other events as set forth in the plans.  Both the CEO Plan and the EMT Plan have initial terms of three (3) years and renew automatically for successive three (3) year terms unless the Compensation Committee elects to terminate or amend one or both plans.  These plans protect the Company by providing a standard policy for severance rights to our chief executive officer and to other members of the EMT and ensures that we have consistency and parity among our executive officers upon the occurrence of such events, and includes a double trigger requirement for severance benefits applicable in a change of control. We believe the EMT Plan and the CEO Plan also assure stockholders that the Company will have the continued dedication and objectivity of the executives, notwithstanding the possibility or occurrence of a restructuring or change of control. Details regarding the plans are set forth beginning on page 30 under “Potential Payment Upon Termination or Change in Control.”

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Equity Grant Practices

The Compensation Committee approves all equity grants to our EMT. Additionally, the Company’s historical practice has been to award all equity grants on the 10th business day of the month with annual merit equity grants for both the EMT and other eligible employees awarded the tenth business day of the month of May. The Compensation Committee selected this date because it coincided with the merit equity grants for all employees, which is timed to follow our annual performance and potential review cycle in the first quarter. Further, the Compensation Committee’s practice is to approve grants made to members of the EMT during a regularly scheduled meeting, with the grant effective on the 10th business day of the month following Compensation Committee approval of the grant. In 2014, in connection with the adoption of the new performance vested equity plan for EMT members, we modified this practice so that the timing of the EMT performance equity grants occur earlier in the calendar year to better align with the beginning and end of the fiscal years, when plan and achievement metrics are determined. Accordingly, the EMT equity awards were granted on the next closest 10th business day of the month after Compensation Committee approval of the grant. The Compensation Committee met and approved the grants on February 26, 2014, and the EMT equity awards were granted on March 14, 2014.

The Compensation Committee has created a sub-committee consisting of our CEO for the purpose of making new hire, promotion and specific retention grants to our employees that are not part of the EMT. Grants approved by the CEO must be made subject to an annual equity pool and guidelines approved by the Compensation Committee, and the CEO and Human Resources Department provide quarterly tracking updates to the Compensation Committee regarding equity usage. Our practice for the grant date for new hire awards is the 10th business day of the month following the date of hire.

No-Hedging Policy

Our Company policies do not permit any employees or non-employee directors, including NEOs, to hold our common stock in a margin account, or hedge ownership by engaging in short sales or trading in any option contract or other derivative security involving Advent securities.

Tax Considerations

We believe it is in our best interest, to the extent practical, to have compensation to our EMT be fully deductible under Section 162(m) of the Internal Revenue Code. Section 162(m) generally provides that publicly-held companies may not deduct compensation paid to certain of its top executive officers to the extent that such compensation exceeds $1,000,000 per officer in a calendar year. Compensation that is “performance-based” compensation within the meaning of the Code does not count toward the $1,000,000 limit.

We have taken steps to ensure that payments to members of the EMT under the Company bonus and equity compensation programs qualify as performance-based compensation under the Section 162(m) requirements, where feasible. The Compensation Committee retains the discretion to provide compensation that potentially may not be fully deductible to reward performance and/or enhance retention. Stock options and stock-settled stock appreciation rights, and performance-contingent restricted stock units granted after April 1, 2012 under our 2002 Stock Plan are designed to qualify as performance-based compensation exempt from the deductibility limits imposed by Section 162(m). However, the application of Section 162(m) is complex and may change over time (with potentially retroactive effect).

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for fiscal 2014, 2013 and 2012 of our (i) Principal Executive Officer, (ii) Principal Financial Officer and (iii) our three other most highly compensated executive officers, as determined by reference to total compensation for fiscal year 2014, who were serving as executive officers at the end of fiscal year 2014.

(1)             Stock awards consist of RSUs and Performance Share Units. These amounts do not reflect the actual economic value realized by the NEOs. In accordance with SEC rules, the value of stock awards are based on the closing price of the Company’s stock on the date of grant multiplied by the number of shares awarded and disregard the impact of estimated forfeitures.

(2)             Option awards consist of SARs, which are valued based on aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, “Compensation-Stock Compensation.” These amounts do not reflect the actual economic value realized by the NEO. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions. The assumptions and estimates are explained more fully in Note 12 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2015.

(3)             Amounts consist of bonuses earned for services rendered during each fiscal year under the Executive Short-Term Incentive Plan in effect for such fiscal year. Amounts were subsequently paid in the month of February following each fiscal year end.

(4)             All other compensation primarily consists of cash payments related to the equity award modification in 2013, premiums paid for life insurance where the Company is not the beneficiary, compensation for sales achievement (president’s council), matching contributions made by Advent under the tax-qualified 401(k) Plan, which provides for broad-based employee participation, and amounts paid for health care as shown in the table below:

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