Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.    )

Table of Contents

ADVENT SOFTWARE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 7, 2014

To the Stockholders of Advent Software Inc.:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Advent Software, Inc. (the "Company" or "Advent"), a Delaware corporation, will be held on Wednesday, May 7, 2014 at 9:30 a.m., local time, at Advent's principal executive offices located at 600 Townsend Street, San Francisco, California 94103 (the "Annual Meeting"), for the following purposes:

1.

To elect seven directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.



2.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014.



3.

To approve the Company's amended and restated 2002 Stock Plan, including reserving an additional 4,750,000 shares of Common Stock for issuance thereunder.



4.

To approve, on an advisory basis, the compensation of our named executive officers.



5.

To transact such other business as may properly come before the meeting or any adjournment thereof.

        The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on March 10, 2014 are entitled to notice of and to vote at the Annual Meeting.

        All stockholders are cordially invited to attend the Annual Meeting in person. However, to assure your representation at the Annual Meeting, you are urged to mark, sign and return the enclosed proxy card as promptly as possible in the postage-prepaid return envelope enclosed for that purpose. Beneficial stockholders (stockholders whose stock is held by a broker or bank, often referred to as "holding in street name") can vote via the Internet or mail, as described in the Company's proxy statement. Any stockholder attending the Annual Meeting may vote in person even if he or she has already cast their vote.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ADVENT SOFTWARE, INC.

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held On May 7, 2014

        The proxy statement and annual report to stockholders are available at https://materials.proxyvote.com/007974.

Annual Meeting and Voting Information

        The enclosed proxy is solicited by the Board of Directors (the "Board") of Advent Software, Inc. ("Advent", the "Company", "we", or "our") for use at the Annual Meeting of Stockholders to be held on Wednesday, May 7, 2014 at 9:30 a.m., local time, and at any adjournment or postponement thereof (the "Annual Meeting"). The Annual Meeting will be held at Advent's principal executive offices located at 600 Townsend Street, San Francisco, California 94103.

Who is entitled to vote at the Annual Meeting?

        Stockholders of record at the close of business on March 10, 2014 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 51,402,313 shares of our Common Stock were outstanding and entitled to vote.

What is the difference between holding shares as a "stockholder of record" and as a "beneficial owner"?

        Most stockholders of Advent hold their shares beneficially through a broker, bank, or other nominee rather than directly in their own name. There are some distinctions between shares held as a stockholder of record and as a beneficial owner:

        Stockholder of Record.    If your shares are registered directly in your name with Advent's transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by Advent. As the stockholder of record, you may vote by mail or in person at the Annual Meeting. If you elect to vote by mail, Broadridge Financial Solutions, Inc. has enclosed a proxy card and a postage-paid return envelope for you to use.

        Beneficial Owner of Shares Held in Street Name.    If your shares are held in a stock brokerage account or by a broker, bank, or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank, or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote the shares in your

1

Table of Contents

account, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you request and receive a valid proxy from your broker, bank, or nominee. Your broker, bank, or nominee has enclosed a voting instruction form for you to use in directing the broker, bank, or nominee regarding how to vote your shares. Many brokers or banks also offer voting by Internet or telephone. Please refer to your voting instruction form for instructions on the voting methods offered by your broker or bank.

What proposals will be voted on at the Annual Meeting and how does the Board of Directors recommend that I vote?

How do I vote?

        Stockholder of Record.    If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares. Stockholders of record may vote by mail or by attending the Annual Meeting.

•

Voting by Mail.    If you choose to vote by mail, simply mark your proxy card or voting instruction card, date and sign it, and return it to Broadridge Financial Solutions, Inc. in the postage-paid return envelope provided.



•

Voting at the Annual Meeting.    The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and revoke any prior proxy you may have executed and vote in person.

        The shares represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting. If you sign and return your proxy card or voting instruction card but do not give voting instructions, the shares represented by that proxy card or voting instruction card will be voted as recommended by the Board.

        Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in "street name." The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you should receive materials from that organization explaining how to vote and you have the right to direct that organization on how to vote the shares held in your account. Since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting.

2

Table of Contents

•

Voting by Mail.    If you choose to vote by mail, simply mark your proxy card or voting instruction card, date and sign it, and return it to Broadridge Financial Solutions, Inc. in the postage-paid return envelope provided.



•

Voting on the Internet.    You can also choose to vote on the Internet. The web site for Internet voting is http://www.proxyvote.com and you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.



•

Voting at the Annual Meeting.    The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting, revoke any prior proxy you may have executed, and vote in person. However, if your shares are held in the name of a bank, broker or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

        In order to vote via the Internet, please have in front of you either your proxy card or, if you have consented to receive your materials electronically, your email notification advising that materials are available online. A reference to a website address is contained on each of the documents. Upon entering the Internet address, you will be instructed on how to proceed. If you vote on the Internet, you do not need to return your proxy card or voting instruction card. Beneficial stockholders voting via the Internet should understand that, while we and Broadridge Financial Solutions, Inc. do not charge any fees for voting by Internet, there may nevertheless be associated costs, such as usage charges from Internet access providers, for which you may be responsible. Internet voting facilities are available now and will close at 8:59 p.m., Pacific Time, on May 6, 2014.

How can I revoke my proxy or change my vote?

        You can revoke your proxy or change your vote at any time before it is voted at the Annual Meeting by:

•

Sending written notification which should be received prior to the Annual Meeting and addressed to:

Corporate Secretary
Advent Software, Inc.
600 Townsend Street, Suite 500
San Francisco, California 94103

•

Submitting a new, properly signed and dated proxy card with a later date that is received no later than the deadline specified on the proxy card;



•

For beneficial owners, subsequently submitting a new proxy by Internet that is received by the deadline specified on the proxy card; or



•

For stockholders of record, attending the Annual Meeting and voting in person.

        Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically make that request.

What is a quorum and why is it important?

        The quorum requirement for holding the Annual Meeting and conducting business is that the holders of a majority of the outstanding shares of common stock entitled to vote must be present in person or represented by proxy.

        Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

3

Table of Contents

What is a broker non-vote?

        A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

How are votes counted?

        Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on at the Annual Meeting. Stockholders do not have the right to cumulate their votes in the election of directors.

        All shares entitled to vote and represented by properly executed proxies received prior to the 2014 Annual Meeting (and not revoked) will be voted at the 2014 Annual Meeting in accordance with the instructions indicated. If you submit a proxy via the Internet, by telephone or by mail and do not make voting selections, the shares represented by that proxy will be voted as recommended by the Board.

What is the voting requirement to elect the directors (Proposal No. 1)?

        A majority of the votes cast is required for the election of each of the seven nominees for director, which means that a Board member must have more votes cast for than against his or her election in order to be reelected to the Board. Abstentions, broker non-votes, and shares not in attendance and not voted at the annual meeting will not be counted for purposes of this proposal. Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but they have no legal effect under Delaware law. If a director fails to obtain the required vote, the Corporate Governance Committee will work with the Board to determine whether to accept the director's resignation in accordance with our policies, as discussed further below in the section "Majority Voting Policy and Director Resignations" on page 12.

What is the voting requirement to ratify the appointment of PricewaterhouseCoopers (Proposal No. 2)?

        Stockholder ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm is not required. However, as a matter of good corporate practice, the Board has conditioned its appointment of the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 upon the receipt of the affirmative vote of a majority of the votes cast at the meeting, whether in person or by proxy. In the event that the stockholders do not approve the selection of PricewaterhouseCoopers LLP, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee and the Board. However, the Board will not be required to select different independent auditors for the Company. Even if the selection is ratified, the Board at its discretion and at the direction of the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Broker non-votes and shares not in attendance and not voted at the annual meeting will not be counted for purposes of this proposal.

What is the voting requirement to approve the amendments to the 2002 Stock Plan (Proposal No. 3)?

        The affirmative vote of a majority of the votes cast, whether in person or by proxy, is necessary to approve the amendments to the 2002 Stock Plan. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Broker non-votes and shares not in attendance and not voted at the annual meeting will not be counted for purposes of this proposal.

4

Table of Contents

What is the voting requirement related to providing approval on executive compensation (Proposal No. 4)?

        The affirmative vote of a majority of votes cast, whether in person or by proxy, is required to approve, on an advisory basis, the compensation of our named executive officers. Abstentions will be counted toward a quorum and have the effect of negative votes with respect to this proposal. Broker non-votes and shares not in attendance and not voted at the annual meeting will not be counted for purposes of this proposal.

        The results of the advisory vote are not binding. While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote when making future compensation decisions for our named executive officers.

What is the effect of not casting a vote at the 2014 Annual Meeting?

        If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the 2014 Annual Meeting.

        If you are a beneficial owner of shares held in street name, it is critical that you cast your vote if you want it to count. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Regulatory changes have removed the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors (Proposal No. 1), on the amended and restated 2002 Stock Plan to add and reserve 4,750,000 shares of Common Stock (Proposal No. 3), and to approve on an advisory basis, the compensation of our named executive officers (Proposal No. 4), no votes will be cast on your behalf. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Advent's independent registered public accounting firm (Proposal No. 2).

What is the deadline to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

•

Stockholders may present proper proposals for inclusion in the Company's proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to the Secretary of the Company.



•

In order to be eligible for inclusion, stockholder proposals must be received by the Secretary of the Company no earlier than January 11, 2015 and no later than February 10, 2015, unless the annual meeting date changes more than 30 days from the date contemplated at the time of this proxy statement, in which case notice must be received not later than the later of (i) one hundred and twenty days in advance of the meeting or (ii) ten days following the date on which public announcement of the date of the meeting is first made, in each case in accordance with our Bylaws. In addition, the proposal must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act"), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to: Corporate Secretary, Advent Software, Inc., 600 Townsend Street, Suite 500, San Francisco, California 94103.

5

Table of Contents

Stockholder Proposals Not Intended for Inclusion in Proxy Materials and Nomination of Director Candidates

•

The Company's Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. The Company's Bylaws also provide that the only business that may be conducted at an annual meeting is business that is:



1.

Specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board;



2.

Properly brought before the meeting by or at the direction of the Board; or



3.

Properly brought before the meeting by any stockholder who (i) is a stockholder of record at the time of giving the notice and on the relevant record date and (ii) has timely complied with the notice procedures set forth in our Bylaws. The notice must contain specified information concerning the matters to be brought before such meeting and concerning the stockholder proposing such matters.



•

Stockholders who wish to present a proposal at the 2015 annual meeting of stockholders, but who do not intend for such proposal to be included in the proxy materials distributed by us for such meeting, must deliver timely written notice of the proposal to the Secretary of the Company who should receive such items on the dates set forth above.



•

Nominations for the election of directors may be made by:



1.

The Board; or



2.

Any stockholder who (i) is a stockholder of record at the time of giving the notice and on the relevant record date and (ii) has complied with the procedures set forth in our Bylaws.



•

Stockholder nominations to the Board must meet the requirements set forth in Section 2.2 of the Company's Bylaws. Under these requirements, nominations for election to the Board of Directors may be made at a meeting of stockholders by any stockholder who is entitled to vote in the election of directors and provides timely written notice of the nomination to the Secretary of the Company. A stockholder's notice must be delivered to or mailed and received by the Secretary of the Company not less than 45 calendar days nor earlier than 75 calendar days before the one year anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials to stockholders (whichever is earlier) in connection with the previous year's annual meeting of stockholders. This notice must contain specified information concerning the nominee and concerning the stockholder proposing the nomination.

How can I obtain a copy of the Company's Bylaws?

        A copy of the Bylaws may be obtained by writing to the Secretary of the Company or by visiting 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 "Advent Bylaws."

6

Table of Contents

Who is paying for the cost of this proxy solicitation?

        The cost of soliciting proxies will be borne by the Company. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses associated with forwarding solicitation materials to such beneficial owners. Directors, officers and employees of the Company may also solicit proxies on our behalf, without receiving any additional compensation, personally or by telephone, telegram, letter, electronic mail, or facsimile.

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, 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 (founder and former CEO), and five independent directors. Mr. John H. Scully was the Chairman of our Board from December 2003 through the date of his resignation effective September 17, 2013, upon which date Ms. DiMarco became Chair of our Board and Mr. Wendell Van Auken was appointed as Lead Independent Director.

        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. The Lead Independent Director, in consultation with the CEO, sets the agenda for meetings of the Board, and presides over Board meetings, acts as a liaison between the CEO and the independent directors and chairs any sessions or meetings of independent directors. 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 Chair is the founder of the Company and served as CEO until June 2012. We benefit significantly from our Chair's 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. We believe that having a Lead Independent Director provides an appropriate level of independent oversight and value to the Company. 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

7

Table of Contents

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.

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 the Company's web site, 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 Advent's web site, located at www.advent.com, or in a Current Report on Form 8-K filed with the SEC.

8

Table of Contents

Director Independence

        The Board has determined that all current directors other than Mr. Hess and Ms. DiMarco are "independent directors" as defined in the corporate governance listing standards of The Nasdaq Stock Market and under the rules of the SEC.

        In the course of the Board's determination regarding the independence of each non-employee director, the Board considered the annual amount of Advent's sales to, or purchases from, any company where a non-employee director serves as an executive officer. The Board determined that any such sales or purchases were made in the ordinary course of business and the amount of such sales or purchases in each of the past three fiscal years was less than 5% of Advent's or the applicable company's consolidated gross revenues for the applicable year.

Indemnification Agreements

        The Company has entered into indemnification agreements with each of its directors and certain members of the Executive Management Team (EMT) of the Company. Such agreements require the Company to indemnify such individuals to the fullest extent permitted by Delaware law.

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 the date of this proxy statement, the number of meetings held by each committee in fiscal 2013 and other descriptive information is summarized below.

9

Table of Contents

        Audit Committee.    As of the date of this proxy statement, the Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of directors Manfredi, Kirsner 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 Manfredi, Kirsner 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 at the Company's web site, www.advent.com. For a description of the Audit Committee responsibilities, see "Audit Committee Report for the Year Ended December 31, 2013" and the "Responsibilities and Duties" section on the Audit Committee Charter.

        Compensation Committee.    As of the date of this proxy statement, the Compensation Committee consists of directors Hirji, Manfredi 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 at the Company's web site, www.advent.com. For a description of the Compensation Committee's responsibilities, see the "Responsibilities and Duties" section in the Compensation Committee Charter. See also "Compensation Committee Report for the Year Ended December 31, 2013" and "Compensation Discussion and Analysis."

        Corporate Governance and Nominating Committee.    As of the date of this proxy statement, 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 at the Company's web site, 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. In September 2013, the Board established an Operating Committee consisting of directors Hirji, Tarkoff and DiMarco, 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 addition, from time to time, the Board may establish other special committees of the Board as it deems appropriate.

Meeting Attendance; Annual Meeting

        During 2013, the Board of Directors held a total of thirteen meetings and took action three times by unanimous written consent. No incumbent director during the last year, while a member of the Board, attended fewer than 75% of (i) the total number of meetings of the Board or (ii) the total number of meetings held by all committees on which such director served.

10

Table of Contents

        Although the Company does not have a formal policy regarding attendance by members of the Board at the Company's Annual Meeting of Stockholders, the Company encourages, but does not require, directors to attend. Six members of the Company's Board attended the Company's 2013 Annual Meeting in person or via telephone.

Communication with the Board

        Any stockholder who desires to contact our Board of Directors may do so by writing to: Board of Directors, c/o Chairman of Corporate Governance and Nominating Committee, Advent Software, Inc., 600 Townsend Street, Suite 500, San Francisco, California 94103. Communications will be distributed to the Chair of the Board, the Lead Independent Director or the other members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication received.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE MATTERS

Process for Nominating Directors

        The Corporate Governance and Nominating Committee is responsible for, among other things, determining the criteria for membership to the Board and identifying, considering and recommending candidates for election to the Board. It is the policy of the 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 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.



•

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.

11

Table of Contents

•

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.

        After completing its review and evaluation of director candidates, the Committee recommends the director nominees for selection to the full Board of Directors.

Majority Voting Policy and Director Resignations

        In accordance with the Company's Bylaws, if there is no contested election of directors (i.e. the number of candidates for election as directors does not exceed the number of directors to be elected), a nominee for election or reelection to the Company's Board must receive more votes cast for than against his or her election or reelection in order to be elected or reelected to the Board. The Board shall nominate for election or reelection as director only candidates who have tendered, as part of the nomination process, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next stockholders' meeting at which they face reelection and (ii) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who have tendered, in connection with their appointment to the Board, the same form of resignation tendered by other directors in accordance with this policy.

        If an incumbent director fails to receive the required vote for reelection, the Corporate Governance Committee will act on an expedited basis to determine whether to accept the director's resignation and will submit such recommendation for prompt consideration by the Board. The Board will determine whether to accept or reject such resignation within 90 days from the certification of the election results. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation and their decision regarding such resignation would be based upon the specific facts and circumstances presented. Among the factors that might impact the decision of the Board include the underlying reasons for the failure of the nominee to receive a majority of votes, the tenure, qualifications and past and expected future contributions of the nominee, the ability to replace the nominee, and the overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet the requirements of any law, regulation, or rule, including the regulations of the SEC or the rules of any exchange on which the Company's shares are listed or traded. The Board's rationale for its decision shall be promptly disclosed in accordance with the rules and regulations of the SEC and any applicable corporate policies.

12

Table of Contents

PROPOSAL NO. 1


ELECTION OF DIRECTORS

        Seven directors are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Company's seven nominees named below. In the event any nominee is unable or declines to serve as a director at the time of the 2014 Annual Meeting, the proxies will be voted for any nominee who may be proposed by the Corporate Governance and Nominating Committee and designated by the present Board to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director. Six of the nominees are currently directors, all of which were elected to the Board by the stockholders at the last annual meeting. Mr. Frandsen was recommended to the Corporate Governance and Nominating Committee by Mr. Hess. After conducting its evaluation, including interviews with Mr. Frandsen, the Corporate Governance and Nominating Committee recommended the nomination of Mr. Frandsen to the Board of Directors. The Corporate Governance and Nominating Committee, after conducting its evaluation, recommended each of the nominees for election by the stockholders to the Board of Directors. The term of office of each person elected as a director will continue until the next annual meeting of stockholders or until a successor has been duly elected and qualified.

        We believe that our directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They should also have an inquisitive and objective perspective, practical wisdom and mature judgment. We also endeavor to have a Board representing a range of experiences at policy-making levels in business, finance and technology and in other areas that are relevant to the Company's activities. The evaluation of director nominees by the Corporate Governance and Nominating Committee also takes into account diversity, including age, experience and background.

        Below we identify and describe the key experience, qualifications and skills of directors that are most relevant to the Company's business and operations. The candidates' experiences, qualifications and skills that the Board considered in their nomination or re-nomination are included in their individual biographies.

•

Leadership experience.    Directors with experience in significant leadership and executive management positions at the policy-making level. These people generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. Through their experience, they commonly have access to important sources of market knowledge, analysis and relationships that may benefit the Company.



•

Finance experience.    Directors with an understanding of finance, financial reporting processes and other operating metrics. The Company measures its operating and strategic performance by reference to financial targets and certain operating metrics. Accurate financial reporting and robust auditing are critical to the Company's reporting processes and obligations. We seek to have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to be financially knowledgeable.



•

Industry experience.    Directors with experience as executives, directors or other leadership positions in the industries in which we participate. Because the financial services sector that we serve is extremely complex, rapidly evolving and heavily regulated, having directors with an understanding of our customer base is important in strategic planning, product development and competitive analysis.



•

Technology experience.    Directors with a background in technology because our success depends on developing and investing in new technologies and access to new ideas.

13

Table of Contents

Information Regarding Director Nominees

        Mr. Frandsen is standing for election for the first time. As of our record date of March 10, 2014, the Board of Directors had seven members, of which six are nominated for re-election, all to hold office until the next annual meeting of stockholders. The name of and certain information regarding the director nominees as of March 10, 2014 are set forth below.

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.

14

Table of Contents

Director qualifications:

•

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

Michael L. Frandsen

        Mr. Michael L. 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.

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. 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—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

15

Table of Contents

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 inactive status.

        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 CFO 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—CEO 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 and he became a General Partner at the firm in October 1986. 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.

16

Table of Contents

        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—current partner emeritus/former general partner of a venture capital firm, former entrepreneur/business executive of several companies.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.

17

Table of Contents

AUDIT COMMITTEE MATTERS

Audit Committee Report for the Year Ended December 31, 2013

        The Audit Committee provides oversight of the Company's accounting and financial reporting processes and the audit of the consolidated financial statements of the Company. The Audit Committee assists the Board in fulfilling its responsibilities for oversight of the integrity of Advent's consolidated financial statements, compliance with legal and regulatory requirements related to financial affairs and reporting, the independent registered public accounting firm's (the "auditors") qualifications, independence and performance, and Advent's system of internal controls regarding finance, accounting and legal compliance.

        The management of the Company is responsible for establishing and maintaining internal control over financial reporting and for preparing the Company's consolidated financial statements. The independent registered public accounting firm is responsible for auditing the financial statements and effectiveness of the Company's internal control over financial reporting. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare or certify the Company's financial statements or guarantee the audits or reports of the independent auditors, nor is it the duty of the Audit Committee to certify that the independent auditor is "independent" under applicable rules. These are the fundamental responsibilities of Company management and the independent auditors.

        In the performance of its oversight function, the Audit Committee has:

•

reviewed and discussed the audited consolidated financial statements with PricewaterhouseCoopers LLP and Advent management;



•

discussed with PricewaterhouseCoopers LLP, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended and adopted by the Public Company Accounting Oversight Board in Rule 3200T;



•

received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP's communication with the Audit Committee, concerning independence and has discussed with PricewaterhouseCoopers LLP its independence.

        Based upon such discussions and review, the Audit Committee recommended to the Board that the audited financial statements be included in Advent's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 for filing with the United States Securities and Exchange Commission (SEC).

        The Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Committee is composed of three independent directors, Christine S. Manfredi, James D. Kirsner and Wendell G. Van Auken, each of whom is an independent director as defined under Nasdaq rules and meets the criteria for independence set forth under relevant SEC rules. The Board has determined that directors Manfredi, Kirsner and Van Auken qualify as audit committee financial experts, as defined under relevant SEC rules.

18

Table of Contents

Pre-Approval Policies

        Under the Charter of the Audit Committee, the Audit Committee has to pre-approve audit and permissible non-audit services provided to the Company by the independent registered public accounting firm. The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at its scheduled meetings.

Fees to Independent Registered Public Accounting Firm

        The following table presents fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements for the years ended December 31, 2013 and 2012 and fees incurred for other services rendered by PricewaterhouseCoopers LLP during those periods (in thousands).

        For the years ended December 31, 2013 and 2012, all audit, audit-related and tax fees shown in the table above were pre-approved by the Audit Committee.

19

Table of Contents

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Board has selected PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit the financial statements of the Company for the fiscal year ending December 31, 2014. PricewaterhouseCoopers LLP has audited the Company's financial statements since 1989. Although stockholder ratification of the Board's selection of independent auditors is not required, the Company is submitting the selection of PricewaterhouseCoopers LLP to stockholder ratification so that the stockholders may participate in this important corporate decision. If not ratified, the Board will reconsider the selection, although the Board will not be required to select different independent auditors for the Company.

        A representative of PricewaterhouseCoopers LLP is expected to be present at the meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014. THE EFFECT OF AN ABSTENTION IS THE SAME AS A VOTE "AGAINST" THE RATIFICATION OF THE APPOINTMENT.

20

Table of Contents

PROPOSAL NO. 3

APPROVAL OF THE AMENDED AND RESTATED 2002 STOCK PLAN

Proposal

        We are asking our stockholders to approve our amended 2002 Stock Plan (the "Plan"). Our Board approved the amendments to the Plan described below on February 26, 2014, subject to approval from our stockholders at the Annual Meeting. Approval of the amended Plan requires the affirmative vote of the holders of a majority of the shares of the Company's common stock that are present in person or by proxy and entitled to vote at the Annual Meeting. Our named executive officers and directors have an interest in this proposal.

        If our stockholders do not approve the amended Plan, we may not have enough shares to meet our anticipated needs, especially as we adopt multi-year performance-based equity awards. Approval of the amended Plan will give us more flexibility to grant such multi-year performance awards under the Plan. We believe having the ability to grant competitive equity awards is an important recruiting and retention tool. We believe strongly that approval of the amended Plan is essential to our continued success.

Summary of Changes to the Plan

        The amendments to the Plan will not become effective until the amended Plan is approved by the Company's stockholders. If approved, the amendments would:

(1)

Increase the number of shares of Company common stock available for awards under the Plan by 4,750,000 shares. We anticipate this share increase will meet our needs for at least three years.



(2)

Increase the annual per-participant grant limits for performance units and performance shares to (i) performance units having an initial value of $8,000,000, from the current limit of $2,000,000, and (ii) performance share grants of 200,000, from the current limit 100,000. In addition, the additional per-participant performance share grant limit in connection with grants upon initial hire would be increased to 500,000 from the current limit of 250,000. We are proposing these increases to enable us to make grants that initially cover a greater number of shares but that will only vest if the Company exceeds the multi-year performance goals and other multi-year based service and vesting conditions.



(3)

Change the date on which the "fair market value" for stock is determined for calculating taxable income upon exercise of stock appreciation rights from the current closing sale price on the date of exercise to the most recent market trading date prior to the date of exercise. We are proposing this change for plan administration purposes to simplify the calculation of withholding taxes for stock appreciation right exercises.



(4)

Extend the term of the plan through April 1, 2024. The current plan is scheduled to terminate February 12, 2017, unless terminated earlier by our Board of Directors.

        Other than the amendments summarized above, the plan is not being amended in any material way.

About our Request for Additional Shares

        Awards under the Plan are a critical component of our compensation program. They allow us to attract new employees and to retain and motivate existing employees in a manner that aligns their interests with those of other stockholders.

21

Table of Contents

        In determining the number of shares we are asking stockholders to approve for the Plan, we considered an estimate of our projected usage and our view of investor concern about these types of proposals. We believe that the shares we are requesting will be sufficient for at least two years of additional grants, and when combined with our existing pool, at least 3 years of grants.

        We also took into consideration plan metrics regarding overhang and share usage. As of December 31, 2013, we had awards covering 1,159,095 shares outstanding under the Plan and 5,589,487 options outstanding. Assuming stockholders had approved the amended Plan on such date, our overhang would have been 22.8%. For this purpose, overhang is determined by dividing (i) the number of awards outstanding under all plans, plus shares available for future awards if stockholders had approved this proposal to add 4,750,000 shares, by (ii) the number of shares outstanding. Our burn rate measures our usage of shares for our stock plans as a percentage of outstanding stock. For 2013, 2012 and 2011, our burn rate was 4.4%, 6.3% and 5.2%. We calculate our burn rate by dividing the number of shares subject to awards granted during the year by the weighted average number of shares outstanding during year. For RSU grants, we adjusted the number of shares by multiplying the grant by 2.0, in accordance with ISS methodology in order to provide the burn rate on an option equivalent basis.

        You can find additional information about our historical equity grants in Note 13 to the Company's consolidated financial statements for the fiscal year ended December 31, 2013, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2014.

Summary of the 2002 Stock Plan

        The following is a summary of the principal features of the Plan as amended and its operation. The following summary is qualified in its entirety by reference to the Plan as set forth in Appendix A.

Background and Purpose of the Plan

        The Plan is intended to attract, retain and increase incentives through share ownership on the part of eligible employees, consultants, and directors who provide significant services to the Company. We believe that, over the years, our stock plans have made a significant contribution to the success of the Company's business by increasing its ability to attract and retain highly competent individuals on whose judgment, initiative, leadership, and continued efforts the growth and profitability of the Company depend.

Types of Awards Granted Under the Plan

        The Plan permits the grant of the following types of incentive awards: (1) incentive stock options, (2) non-statutory stock options, (3) restricted stock, (4) restricted stock units, (5) stock appreciation rights, (6) performance shares, and (7) performance units (individually, an "Award").

Shares Available

        As of March 10, 2014, a total of 2,748,070 shares were available for awards granted under the Plan and 6,499,394 Awards were outstanding. If the amended Plan is approved by the Company's stockholders at the upcoming Annual Meeting on May 7, 2014, an additional 4,750,000 shares will be added to the Plan. Shares under the Plan may be authorized but un-issued, or reacquired shares. The maximum aggregate number of shares of common stock available for issuance under the Plan is increased by any shares returned to the 1992 Stock Plan as a result of the expiration, cancellation or forfeiture of awards; plus any shares returned to our 1998 Plan as a result of the expiration, cancellation or forfeiture of awards. In addition, if an Award, other than restricted stock, restricted stock units or performance shares, expires or is cancelled without having been fully exercised or vested,

22

Table of Contents

the unvested, expired or cancelled shares generally will be returned to the available pool of shares reserved for issuance under the Plan at ratio of one share for each cancelled share. With respect to full-value awards, including restricted shares, restricted stock units and performance shares, the Plan applies a "fungible ratio" pursuant to which each share underlying an Award granted reduces the Plan share reserve by 1.92 shares and, the Plan share reserve is credited 1.92 shares for each share underlying such full-value Awards that is forfeited, cancelled or expired.

Administration of the Plan

        Our Board or one or more committees appointed by the Board will administer the Plan (the "Committee"). To make grants to certain of our officers and key employees, the members of the Committee must qualify as "non-employee directors" under Rule 16b-3 of the Securities Exchange Act of 1934, and as "outside directors" under Section 162(m) of the Internal Revenue Code (so that the Company can receive a federal tax deduction for certain compensation paid under the Plan). Subject to the terms of the Plan, management recommends and the Committee has the sole discretion to select the employees, consultants, and directors who will receive Awards, determine the terms and conditions of Awards, and interpret the provisions of the Plan and outstanding Awards. The Committee may allow participants to satisfy tax withholding obligations by withholding shares to be issued upon the exercise of an Award. The Committee may implement an option exchange program or reduce the exercise price of outstanding options to the current fair market value with the approval of Company stockholders.

Eligibility to Receive Awards

        The Committee selects with input from management the participants who will be granted Awards under the Plan. Those eligible for Awards under the Plan include employees and consultants who provide services to the Company or its parent or subsidiary companies. Members of the Board are also eligible to participate in the Plan. Notwithstanding the foregoing, only employees are eligible to receive incentive stock options. As of March 10, 2014, approximately 1,170 employees and 6 non-employee directors were eligible to participate in the Plan.

Stock Options

        A stock option is the right to acquire shares of the Company's common stock at a fixed exercise price for a fixed period of time. Under the Plan, the Committee may grant nonqualified stock options and/or incentive stock options (which entitle employees, but not the Company, to more favorable tax treatment). The Committee will determine the number of shares covered by each option, but during any calendar year of the Company, no participant may be granted options covering more than 1,000,000 shares. However, in connection with his or her initial employment, an optionee may be granted an additional option to purchase up to 1,000,000 shares.

Exercise Price of an Option

        The exercise price of the shares subject to each option is set by the Committee but cannot be less than 100% of the fair market value (on the date of grant) of the shares covered by the options. In addition, the exercise price of an incentive stock option must be at least 110% of fair market value if (on the grant date) the participant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary.

When an Option can be Exercised

        An option granted under the Plan generally cannot be exercised until it becomes vested. The Committee establishes the vesting schedule of each option at the time of grant. Options become exercisable at the times and on the terms established by the Committee. Options granted under the

23

Table of Contents

Plan expire at the times established by the Committee. Such term is limited to 10 years after the grant date (or 5 years in the case of an incentive stock option granted to a participant who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiaries).

        After termination of service with the Company, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the Award agreement. If no such period of time is stated in a participant's option agreement, a participant will generally be able to exercise his or her option for (i) three months following his or her termination for reasons other than death or disability, and (ii) one year following his or her termination due to death or disability. In no event will an option be able to be exercised later than the expiration of its term.

Payment of the Exercise Price

        The exercise price of each option granted under the Plan may be paid by any of the methods included in a participant's option agreement, which may include payment by cash (or certified bank check), promissory note, through the tender of certain shares that are already owned by the participant, consideration received under a cashless exercise program, a reduction in the amount of any Company liability to the optionee, any combination of the foregoing, or by any other consideration and method of payment to the extent permitted by applicable laws. The participant must pay any taxes the Company is required to withhold at the time of exercise.

Restricted Stock

        Restricted stock awards are Awards of shares of Company common stock that vest in accordance with terms and conditions established by the Committee. The Committee may impose whatever conditions to vesting it determines to be appropriate including, if the Committee has determined it is desirable for the Award to qualify as "performance-based compensation" for purposes of Section 162(m) of the Code, vesting based on the achievement of performance goals. Each Award of restricted stock is evidenced by an Award agreement specifying the terms and conditions of the Award. The Committee determines the purchase price of any grants of restricted stock and, unless the Committee determines otherwise, shares that do not vest typically will be subject to forfeiture or to our right of repurchase, which we may exercise upon the voluntary or involuntary termination of the purchaser's service with us for any reason including death or disability.

        The Committee will determine the number of shares of restricted stock granted to any service provider, but as discussed above, the administrator will not be permitted to grant to a participant, in any fiscal year of the Company, more than an aggregate of 100,000 shares of restricted stock. Notwithstanding this limit, however, in connection with such individual's initial employment with the Company, he or she may be granted up to an additional 250,000 shares of restricted stock.

Stock Appreciation Rights (SARs)

        Stock appreciation rights may be granted alone or in tandem with stock options. A stock appreciation right is the right to receive the appreciation in fair market value of Company common stock between exercise date and the date of grant. If the amended Plan is approved by stockholders, the fair market value of Company's common stock at the date of exercise will be the closing price on the last market trading date preceding the date of exercise. The Company can pay the appreciation in either cash or shares of common stock. Stock appreciation rights will become exercisable at the times and on the terms established by the Committee, subject to the terms of the Plan. Stock appreciation rights issued in tandem with stock options may be exercised for shares subject to the related option by surrendering the right to exercise the equivalent portion of the related option. No participant will be granted stock appreciation rights covering more than 1,000,000 shares during any fiscal year, except that

24

Table of Contents

a participant may be granted stock appreciation rights covering up to an additional 1,000,000 shares in connection with his or her initial employment with the Company.

        After termination of service with the Company, a participant will be able to exercise the vested portion of his or her stock appreciation rights for the period of time stated in the Award agreement. If no such period of time is stated in a participant's Award agreement, a participant will generally be able to exercise his or her stock appreciation right for (i) three months following his or her termination for reasons other than death or disability, and (ii) one year following his or her termination due to death or disability. In no event will a stock appreciation right be exercised later than the expiration of its term.

Performance Shares/Units

        Performance units and performance shares are Awards that will result in a payment to a participant only if the performance goals or other vesting criteria established by the Committee are achieved or the Awards otherwise vest. The Committee will establish organizational, individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Payment for performance shares and performance units may be made in the form of cash or shares of Company common stock, or some combination, as determined by the Committee.

        The Committee will determine the number of performance shares and performance units granted to any participant. However, the Committee may not grant any participant performance units with an initial value greater than $8,000,000 and no participant will receive more than 200,000 performance shares during any fiscal year, except that a participant may be granted performance shares covering up to an additional 500,000 shares in connection with his or her initial employment with the Company. Performance units will have an initial dollar value established by the Committee prior to the grant date. Performance shares will have an initial value equal to the fair market value of a share of the Company's common stock on the grant date.

Restricted Stock Units (RSU)

        Restricted stock units are awards of restricted stock, performance shares or performance units that are paid out in installments or on a deferred basis. The administrator determines the terms and conditions of restricted stock units. Each restricted stock unit Award will be evidenced by an Award agreement that will specify terms and conditions as the administrator may determine in its sole discretion, including, without limitation whatever conditions to vesting it determines to be appropriate. As with awards of restricted stock, performance shares and performance units, the administrator may set restrictions with respect to the restricted stock units based on the achievement of specific performance goals. The administrator will determine the number of shares granted pursuant to a restricted stock unit Award, but the administrator will not be permitted to grant to a service provider, in any fiscal year of the Company, more than an aggregate of 100,000 shares of Company common stock for issuance pursuant to awards of restricted stock units. Notwithstanding this limit, however, in connection with such individual's initial employment with the Company, he or she may be granted up to an additional 250,000 restricted stock units.

Changes in Capitalization

        If we experience a stock split, reverse stock split, stock dividend, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares effected without our receipt of consideration (except for certain conversions of convertible securities) appropriate adjustments will be made, subject to any required action by the Company's stockholders, to the number

25

Table of Contents

of shares available for issuance under the Plan, the number of shares that may be issued as Awards other than options or stock appreciation rights, the number of shares covered by each outstanding Award, the price per share covered by each outstanding Award, the number of shares that may be added annually to the Plan, and the numerical per-person share limits for each type of Award, as appropriate to reflect the stock dividend or other change.

Merger or Change in Control

        In the event of a change of control, each outstanding Award will be assumed or substituted for by the successor corporation (or a parent or subsidiary or such successor corporation). If there is no assumption or substitution of outstanding Awards, the Committee will provide notice to the recipient that he or she has the right to exercise his or her options and stock appreciation rights as to all of the shares subject to the Award, all restrictions on restricted stock and all performance goals or other vesting requirements for performance shares and units will be as determined by the our Board of Directors. In such event, the Committee shall notify the participant that options and SARs will be fully exercisable for 15 days from the date of such notice and that the Award will terminate upon expiration of such period.

Performance Goals

        As determined by the Committee, the performance goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Assets Under Administration, (b) Assets Under Management, (c) Cash Position, (d) Earnings Per Share, (e) Free Cash Flow, (f) Individual Objectives, (g) Net Income, (h) Operating Cash Flow, (i) Operating Income, (j) Renewal Rate, (k) Return on Assets, (l) Return on Equity, (m) Return on Sales, (n) Revenue, (o) Sales Bookings (including Total Contract Value, Annual Contract Value, and other similar bookings measures), or (p) Total Shareholder Return.

Number of Awards Granted to Employees, Consultants, and Directors

        The number of awards that an employee, director or consultant may receive under the Plan is in the discretion of the Committee and therefore cannot be determined in advance. The following table sets forth (a) the aggregate number of shares subject to options, SARs and RSUs granted under the Plan during the fiscal year ended December 31, 2013 and (b) the average per share exercise price of such options and SARs.

26

Table of Contents

Limited Transferability of Awards

        Awards granted under the Plan generally may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the applicable laws of descent and distribution. During the participant's lifetime, only the participant may exercise the Award. If the Committee makes an Award under the Plan transferable, such Award will contain such additional terms and conditions as the Committee deems appropriate.

Amendment and Termination of the Plan

        The Board may at any time amend, alter, suspend, or terminate the Plan, except that certain amendments may require stockholder approval or the consent of participants in the Plan.

        By its terms, the Plan, as amended in connection with this proxy, will automatically terminate on April 1, 2024.

Federal Tax Aspects

        The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and the Company of Awards granted under the Plan. Tax consequences for any particular individual may be different.

Nonqualified Stock Options.

        No taxable income is reportable when a nonqualified stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Incentive Stock Options.

        No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonqualified stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

Stock Appreciation Rights.

        No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss

Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units.

        A participant generally will not have taxable income at the time an award of restricted stock, restricted stock units; performance shares or performance units are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture

27

Table of Contents

(e.g., vested). However, a holder of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any amount paid for the shares) on the date the award is granted.

Tax Effect for the Company.

        The Company generally will be entitled to a tax deduction in connection with an Award under the Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). Special rules limit the deductibility of compensation paid to the Company's Chief Executive Officer and to each of its three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer. Under Section 162(m) of the Internal Revenue Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. However, the Company can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include stockholder approval of the Plan, setting limits on the number of Awards that any individual may receive and for Awards other than certain stock options, establishing performance criteria that must be met before the Award actually will vest or be paid. The Plan has been designed to permit the Committee to grant Awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m), thereby permitting the Company to continue to receive a federal income tax deduction in connection with such Awards.

Section 409A.

        Section 409A of the Code ("Section 409A") provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual's deferral and distribution elections and permissible distribution events. Awards granted under the Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A's provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

        THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A SERVICE PROVIDER'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE SERVICE PROVIDER MAY RESIDE.

Summary

        We believe strongly that the approval of the Plan as amended is essential to our continued success. Awards such as those provided under the amended and restated Plan constitute an important incentive for key employees and other service providers of the Company and help us to attract, retain and motivate people whose skills and performance are critical to our success. Our employees are our most valuable asset. We strongly believe that the amended and restated Plan is essential for us to compete for talent in the difficult labor markets in which we operate.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2002 STOCK PLAN AS AMENDED.

28

Table of Contents

PROPOSAL NO. 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Company is providing its stockholders as required pursuant to Section 14A of the Securities Exchange Act with the opportunity to cast an advisory non-binding vote to approve the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the "Compensation Discussion and Analysis", the compensation tables, and the narrative discussion set forth on pages 36 to 56 of this Proxy Statement. This non-binding advisory vote is commonly referred to as a "say on pay" vote.

        Our Compensation Committee is responsible for reviewing and approving our executive compensation program. Our executive compensation program is designed to provide a competitive and internally equitable compensation and benefits package that reflects company performance, job complexity and strategic value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of Advent's stockholders. 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.



4.

Align the interests of the Executive Management Team (EMT) with interests of the Company's stockholders, in order to enhance long-term stockholder value.

        We believe the compensation program for our named executive officers has been instrumental in helping Advent achieve strong financial and operational performance in the Company's market over the past few years. We encourage you to carefully review the "Compensation Discussion and Analysis" of this Proxy Statement for additional details on Advent's executive compensation, including the Company's compensation philosophy and objectives, as well as the processes our Compensation Committee used to determine the structure and amounts of the compensation of our named executive officers.

        We are asking you to indicate your support for the compensation of our named executive officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis, "For" the compensation of our named executive officers as disclosed in this proxy statement.

        While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for named executive officers.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

29

Table of Contents

COMPENSATION COMMITTEE MATTERS

Scope of Authority

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

•

Review and approval, for the CEO and executive officers of the Company, of (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, review and approval of corporate goals and objectives relevant to the compensation of the CEO, evaulation of his or her performance in light thereof, and consideration of identified and other factors related to the performance of the Company;



•

Oversight of the Company's equity compensation plans and acting as the administrator of such plans;



•

Oversight of 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;



•

Evaluation 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;



•

Consider the results of stockholder advisory votes on executive compensation and recommend to the Board the frequency of such votes, and approve the proposal on such votes to be included in Advent's annual proxy statement;



•

Review and discussion with management of the Company's Compensation Discussion and Analysis that is included in this proxy statement as required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC Rules") and any other applicable rules and regulations;



•

Preparation and publishing of an annual Compensation Committee report in this proxy statement as required by SEC Rules;



•

Periodic review and reassessment of the adequacy of the Compensation Committee Charter and recommendation of 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



•

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

Compensation Committee Interlocks and Insider Participation

        The Company's Compensation Committee was formed in October 1995 and as of the date hereof is composed of directors Hirji, Manfredi 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

30

Table of Contents

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 of the Board 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. In 2013, the Compensation Committee retained the independent compensation consultant Compensia, Inc. (Compensia) to conduct a review, after which the Board elected to make several changes in the Board's compensation to better align with market practice. The revised compensation levels are as follows.

        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.

        Prior to October 1, 2013, non-employee directors were entitled to receive annual cash retainers for their service as a Chairman or Member on the Board and its Committees as set forth in the table below:

        Effective October 1, 2013 non-employee directors are entitled to receive an annual cash retainer of $50,000 for their service on the Board, with the Chair and Lead Independent Director entitled to receive an additional $20,000, respectively. Additionally, directors are entitled to receive committee fees for each committee on which he or she served as follows:

31

Table of Contents

        Equity Compensation.    The Compensation Committee may recommend changes to the levels of equity award grants, which must be approved by the full Board. From January 1 through September 30, 2013, each non-employee director were eligible to receive the following awards of stock appreciation rights (SARs) and restricted stock units (RSUs) under the 2002 Stock Plan:

•

Initial equity grant value upon joining the Board of approximately $200,000⁽⁴⁾, with approximately 70%, or $140,000, of the grant value awarded in SARs⁽¹⁾⁽⁵⁾ and approximately 30%, or $60,000, of the grant value awarded in RSUs^(2)(6).



•

Annual equity grant value upon re-election to the Board of approximately $120,000⁽⁴⁾, with approximately 70%, or $84,000, of the grant value awarded in SARs⁽³⁾⁽⁵⁾ and approximately 30%, or $36,000, of the grant value awarded in RSUs⁽³⁾⁽⁶⁾.

        Beginning October 1, 2013, each non-employee director became eligible to receive the following awards of stock appreciation rights ("SAR") and restricted stock units ("RSU") under the 2002 Stock Plan, but did not receive the following awards in 2013:

•

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⁾.

        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.

Non-Employee Director Compensation Table

        In May 2013, each non-employee director, other than Mr. Scully received their annual equity compensation (9,814 shares of SARs and 1,529 shares of RSUs) pursuant to the 2002 Stock Plan. Mr. Scully waived his annual equity award in fiscal 2013.

(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)

SAR awards are valued based on the aggregate grant date fair value of awards granted during the year, computed in accordance with ASC 718, "Compensation-Stock Compensation."

(6)

RSU awards are valued based on the number of shares awarded multiplied by the closing price of the Company's common stock on the date of grant.

32

Table of Contents

        The following table summarizes cash and equity compensation of our non-employee directors during fiscal 2013, 2012 and 2011 with respect to their Board service:

33

Table of Contents

34

Table of Contents

Compensation Committee Report for the Year Ended December 31, 2013

        The Committee has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal 2013 included below. Based on the review and discussions, the Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in Advent's Proxy Statement for its 2014 Annual Meeting of Stockholders.

35

Table of Contents

EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

        Advent Software Inc.'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 2013:



•

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. It also provides a brief overview of the factors that we believe are most relevant to shareholders as they consider their votes on Proposal No. 4 (the advisory vote on executive compensation, or "Say-on-Pay").

Executive Compensation Actions in 2013

        We implemented the following actions regarding executive compensation in 2013:

•

Variable pay awards earned by executives in 2013 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 May 2013, which is consistent with their level of performance and market practice; and



•

In December 2013, the Compensation Committee approved new equity compensation guidelines for the EMT, including our NEOs, that will tie the vesting of a portion of their equity awards to achieving or exceeding three-year revenue and profitability goals. The new guidelines will apply to equity awards granted in 2014.

36

Table of Contents

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);



•

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 2013, such variable compensation, not including special one-time promotional equity grants, on average exceeded 60% 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.

37

Table of Contents

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 2013, 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 2013, the total direct compensation (defined as base salary plus actual annual bonuses awarded plus annual equity grant value) of the Named Executive Officers (who are identified in the Summary Compensation Table on page 49) 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 2013 executive compensation levels are largely based on fiscal year 2012 performance.

        Based on our fiscal year 2012 results, our Company performance relative to this same peer group:

•

Exceeded the 50^th percentile for fiscal year 2012 and the last three fiscal years with respect to operating margin; and



•

Below the 50^th percentile for fiscal year 2012 and the last three fiscal years for revenue growth.

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

•

Exceeded the 50^th percentile for fiscal year of 2013 for operating margin and total shareholder return as well as the last three fiscal years with respect to operating margin; and



•

Below the 50^th percentile for fiscal year 2013 and the last three fiscal years for revenue growth.

        In 2013, our Compensation Committee and CEO believe the level of total compensation for the Named Executive Officers is reasonable and appropriate based on our achievements in 2013 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 are revising 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 9, 2013, 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 2013 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, with one significant evolution. As noted earlier, 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 will apply to equity awards granted in 2014. Moreover, in

38

Table of Contents

determining how often to hold a stockholder advisory vote on executive compensation, the Board took into account its recommendation, and our stockholders' preference (approximately 89% of votes cast in May 2011), for an annual say-on-pay vote. Accordingly, the Board determined that we will hold an annual say-on-pay vote until results from our next advisory vote on the frequency of say-on-pay votes, due in 2017, have been considered.

Governance of the Executive Management Team Compensation Program

Role of the Compensation Committee

        The Compensation Committee has overall responsibility for approving and evaluating Advent's EMT compensation plans, policies and programs. These duties include:

•

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;



•

Reviewing and approving corporate goals and objectives relevant to CEO compensation and CEO performance;



•

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."

Role in Compensation Decision-Making for Named Executive Officers

        The CEO makes recommendations to our Compensation Committee regarding the compensation arrangements for the Named Executive Officers 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

39

Table of Contents

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 2013:

•

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);



•

Assisted management with the development of the Compensation Discussion & Analysis for the 2013 proxy statement; and



•

Conducted a comprehensive review of the compensation practices and levels for our Board of Directors, including comparisons to our peer group and industry best practices.

        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 determine otherwise.

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.

40

Table of Contents

        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 2013 compensation, the following 18 companies were deemed suitable peers based on the criteria described above.

41

Table of Contents

        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 Named Executive Officers fall within the normal market practices, generally falling between the 25^th to 75^th 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 Named Executive Officers, target variable pay opportunities range from 65% 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.

        In 2012, the Company adopted a modification to the design of our annual variable pay program intended to allow us to qualify awards to certain executive officers as "performance-based compensation" for purposes of Section 162(m) of the Internal Revenue Code. We expect the plan to provide the same benefits and result in similar payout levels as in previous years.

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

42

Table of Contents

and target annual variable pay within the Company's 25^th to 75^th percentiles target position. This might not be the result if each element of pay were evaluated independently.

2013 Total Target Cash Decisions

        In February 2013, the Compensation Committee approved total target cash compensation for 2013 for our Named Executive Officers 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:

43

Table of Contents

        The resulting total target cash compensation levels for the NEOs was at approximately the 25^th to 75^th percentile of our peer group: