DEF 14A of 8X8 Inc /De/

Filed Jun 24, 2026 · FY20260001023731-26-000089

Open on EDGAR

DIRECTOR NOMINEES
DIRECTOR NOMINEES In Proposal One, our stockholders are asked to vote on the election of the eight individuals nominated by the Board, each of whom is currently serving as a director. The tables below set forth basic information concerning each nominee individually and highlight certain qualifications, areas of expertise and attributes of our nominees collectively.
DIRECTOR NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | | Jaswinder Pal Singh(1) | 61 | 2013 | Professor of Computer Science, Princeton University | Yes | | Andrew Burton | 54 | 2024 | Board Director and Advisor | Yes | | Monique Bonner | 55 | 2018 | Board Director and Business Owner | Yes | | Todd Ford | 59 | 2019 | Board Director and Advisor | Yes | | Alison Gleeson | 60 | 2021 | Board Director and Advisor | Yes | | John Pagliuca | 49 | 2024 | Chief Executive Officer, N-Able | Yes | | Elizabeth Theophille | 59 | 2019 | Chief Digital Officer of Sandoz Group AG | Yes | | Samuel Wilson | 57 | 2023 | Chief Executive Officer, 8x8, Inc. | No |
DIRECTOR NOMINEES
(1)Dr. Singh has served as Chairman of the Board since December 10, 2020.
Board Tenure and Composition
Board Tenure and Composition
Board Tenure and Composition
| | Fiscal 2026 | | Average Tenure | 6 years | | Independence | 88% |
Board Tenure and Composition
The Board has not established term limits in the belief that compulsory retirement from the Board could cause the Board to lose the valuable contributions of directors who have developed unique perspectives and insight into the Company. As an alternative to term limits, the Governance and Nominating Committee reviews each director’s continuing contribution to the Board as part of the annual assessment process and whenever a director experiences a change in professional responsibilities.
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
We have adopted guidelines to assist in this review. Our Governance and Nominating Committee carefully considers Board nominees annually. After ten years, a director’s continued service is subject to a careful reassessment. Dr. Singh, our current Chairman, is the only director currently serving with a tenure longer than ten years. We do not have a set tenure for the position of Board Chair. Our Governance and Nominating Committee reviews the Chair’s performance annually in light of Board dynamics, succession planning, strategic continuity. Dr. Singh has served as our Chairman since fiscal 2021 (calendar year 2020). We believe Dr. Singh’s tenure provides stability and continuity. Committee chairs will ideally serve a minimum of three years, and after five years, the Governance and Nominating Committee will review the advisability of rotation. These regular reviews ensure that the collective skills and experience of our Board members continue to match the needs of the Company and best serve the interests of our broad community of stakeholders. Every Board member is expected to ensure that he or she devotes the time necessary to discharge his or her duties as a director effectively and that other existing and planned future commitments do not materially interfere with his or her service.
Board Tenure and Composition
| STEP 1 | è | STEP 2 | è | STEP 3 | è | STEP 4 | | Identify optimum Board profile to drive corporate growth, including experience, skills, expertise, personal and professional integrity, and business judgment. | | Review suitability for continued Board service for each Board member based on optimum Board profile. | | Identify, recruit and interview potential candidates to Board positions, including candidates recommended by stockholders. | | Recommend to the Board the director nominees for election to the Board. |
Board Tenure and Composition
IDENTIFYING AND EVALUATING DIRECTOR NOMINEES. The Board is responsible for selecting and nominating candidates for election by the stockholders and for filling vacancies on the Board. The Governance and Nominating Committee recommends to the Board (a) first-time nominees for election, based on the need for new Board members as identified by the Governance and Nominating Committee and the Chairman or other Board members, as well as (b) incumbent directors for re-election, as appropriate. The Governance and Nominating Committee reviews the composition of the Board at least annually with the Board as a whole and, if necessary, recommends measures to be taken so that the Board (a) reflects the appropriate balance of knowledge, experience, skills, expertise and differences in background required for the Board as a whole to continue to provide effective oversight and otherwise fulfill its fiduciary and other duties, and (b) includes at least the minimum number of independent directors required by the Nasdaq and other applicable laws, rules or regulations. In selecting individuals for nomination, the Governance and Nominating Committee seeks the input of the Chairman of the Board and other Board members and may use a third-party search firm to assist in identifying and contacting candidates who meet the expertise, personal integrity, and differences in background criteria established by the Governance and Nominating Committee. The Governance and Nominating Committee will also consider individuals recommended for Board membership by our stockholders, in accordance with our by-laws and applicable law. Prospective candidates are interviewed by our Chairman of the Board, our Chief Executive Officer, and at least one member of the Governance and Nominating Committee. During the selection process, the full Board is kept informed of progress. The Governance and Nominating Committee will consider the suitability of each candidate, including the current members of the Board, in light of the current size and composition of the Board. In evaluating the qualifications of the candidates, the Governance and Nominating Committee may consider many factors, as discussed above. The Governance and Nominating Committee does not intend to alter the manner in which it evaluates candidates, based on whether the candidate was recommended by a stockholder or not. The Governance and Nominating Committee meets to consider and recommend final candidate(s) for approval by the Board. Once a candidate is selected for appointment to the Board, or to stand for election or re-election, as applicable, the Chairman extends the invitation to join the Board, or to stand for election or re-election, on the Board’s behalf. Upon completion of its review and evaluation of the candidates in June 2026, our Governance and Nominating Committee recommended the candidates named in this Proxy Statement for re-election. The full Board approved all candidates recommended by the Governance and Nominating Committee for re-election.
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
Stockholder Nominations and Recommendations The Governance and Nominating Committee will consider any recommendations and nominations for candidates to the Board from stockholders, as required by its charter. When submitting candidates for nomination to be elected at an annual or special meeting of stockholders, stockholders must follow the notice procedures and provide the information required in our by-laws. The following is a partial summary of those procedures and requirements. Stockholder recommendations for candidates to the Board must be sent in writing to our Secretary at the address of our principal executive offices, currently 675 Creekside Way, Campbell, CA 95008. To be timely, a stockholder’s notice proposing the nomination of a director at an annual meeting must be delivered to or mailed and received at our principal executive offices not less than 90 calendar days nor more than 120 calendar days in advance of the first anniversary of the previous year’s annual meeting of stockholders. If no annual meeting was held in the previous year or the date of the annual meeting is more than 30 calendar days earlier than the date contemplated at the time of the previous year’s proxy statement, notice must be received not later than the close of business on the tenth (10th) day following the day on which the date of the annual meeting is publicly announced. A timely notice for the nomination of a director by a stockholder at a special meeting of stockholders must be delivered to or mailed and received at our principal executive offices not later than the close of business on the later of (a) the ninetieth (90th) day prior to the special meeting, and (b) the tenth (10th) day following the day on which public disclosure of the date of the special meeting is first made. The stockholder’s notice must include certain information about the stockholder (and all persons participating with the stockholder in any proxy solicitation for the proposal) and certain information about the candidate, as set forth in our by-laws, including, but not limited to, the candidate’s name, age, business address and residence address, the candidate’s principal occupation or employment for the past five years, the stockholder’s name and address, the class and number of shares of our stock and other securities, including derivatives, beneficially owned by the proposing stockholder and by such candidate, any short interest in any of our securities held by the proposing stockholder, all voting rights with respect to our stock beneficially owned by the stockholder and others joining in the proposal, and a description of all arrangements or understandings between the stockholder making such recommendation and each candidate and any other person or persons (naming such person or persons) pursuant to which the recommendations are to be made by the stockholder, as well as any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act. In addition, if requested, the proposed nominee must furnish additional information to determine whether he or she is eligible to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of the proposed nominee, as set forth in our by-laws. We encourage stockholders to refer to our by-laws for complete information regarding the requirements for submitting stockholder proposals and nominating director candidates. You may contact us at 8x8, Inc., Attn: Secretary, 675 Creekside Way, Campbell, CA 95008, for a copy of the relevant by-law provisions on this topic. Our by-laws also can be found where our filed reports are located on the SEC’s website at http://www.sec.gov. BOARD SIZE AND STRUCTURE. The Board periodically reviews its size, assesses its ability to function effectively based on its size and composition, and determines whether any changes to the size or composition of the Board are appropriate. As part of this review and determination, the Board focuses on its role in the oversight of risk management and the related processes to ensure it is the appropriate size and has the right composition to effectively carry out its duties. The size of our Board increased from six to eight members with the appointment of Andrew Burton to the Board in June 2024 and the appointment of John Pagliuca to the Board in November 2024. Dr. Singh, formerly our Lead Independent Director, was appointed to the Chairman role in December 2020, replacing Bryan Martin, who did not stand for re-election. With Dr. Singh’s appointment, it was no longer necessary to have a Lead Independent Director. While our Corporate Governance principles do not require that the roles of Chairman and Chief Executive Officer be held by different individuals, the Board believes that the separation of the offices of the Chairman and Chief Executive Officer is appropriate at this time because it allows our Chief Executive Officer to focus primarily on our business strategy, operations and corporate vision. In accordance with governance best practices, if, in the future, the Chairman role is held by a non-independent Director, then our Corporate Governance Principles require the appointment of a Lead Independent Director from among the independent members of the Board. These principles reflect our belief that it is important for the Board to retain flexibility to determine whether the two roles should be separate or combined, and whether the Chairman should be independent or not, based upon the Board’s assessment of the Company’s needs and leadership at a given point in time. BOARD MEETINGS AND ATTENDANCE. The Board held a total of six meetings during fiscal 2026. Every member of our Board standing for re-election attended 75% or more of the meetings of the Board during fiscal 2026 (during the period that he or she served). Pursuant to our Corporate Governance Principles, members of the Board are encouraged, but are not required, to attend each annual meeting of stockholders. Two of our directors attended last year’s Annual Meeting of Stockholders held in July 2025.
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
BOARD SKILLS AND EXPERIENCE. Our Board of Directors believes that having a mix of directors with complementary skills, experience and expertise is essential to meeting its oversight responsibility. A checkmark indicates a specific area of focus or expertise on which the Board particularly relies. The absence of a checkmark does not mean that the director lacks that qualification or skill. Each of our director nominees’ biographies describes his or her background and relevant experience in more detail.
Board Tenure and Composition
| Qualifications and Expertise | | Bonner | Burton | Ford | Gleeson | Pagliuca | Singh | Theophille | Wilson | | | Environmental, Social and Governance Experience overseeing or integrating environmental, social and governance matters, including sustainability strategy, human capital management, corporate responsibility, ethical business practices, stakeholder engagement, and risk oversight related to these factors. | ü | ü | | ü | | | ü | | | | Financial Leadership Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | | | ü | | ü | | | ü | | | Global Business Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities. | ü | ü | ü | ü | ü | | ü | ü | | | Mergers and Acquisitions A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans. | | ü | ü | | ü | ü | | ü | | | Sales and Marketing Experience Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation. | ü | | | ü | | ü | | ü | | | Technology Background A significant background working in technology, resulting in knowledge of how to anticipate technological trends, innovate through disruptive technologies like AI, extend or create new business models, or oversee complex risks like cybersecurity. | | ü | ü | ü | ü | ü | ü | ü |
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
OUR DIRECTOR NOMINEES. Following are biographies for the eight directors nominated by the Board for election during the 2026 Annual Meeting.
Board Tenure and Composition
| JASWINDER PAL SINGH | | | Age 61 Director Since: 2013 INDEPENDENT Chairman of the Board Strategic Investment Committee Governance and Nominating Committee Technology & Cybersecurity Committee | EXPERIENCE: Dr. Singh has served as a member of our Board since 2013 and as Board Chairman since December 2020. He currently serves as the co-director of the Princeton Center for the Decentralization of Power Through Blockchain Technology and is the inaugural Professor of Computer Science, Technology, and Societal Change. His research focuses on parallel computing systems and applications, and the implications of parallel systems for software and architectural design. He joined the Princeton University computer science department in 1995. Earlier in his career, Dr. Singh co-founded and advised multiple companies in the technology space. Dr. Singh earned a Bachelor of Science in Engineering degree from Princeton University and a Master of Science degree as well as a Ph.D. from Stanford University. We believe Dr. Singh’s experience in academia and industry, his deep technological expertise and familiarity with the Company qualify him to serve on our Board. |
Board Tenure and Composition
| MONIQUE BONNER | | | Age 55 Director Since: 2018 INDEPENDENT Governance and Nominating Committee (Chair) Compensation Committee | EXPERIENCE: Ms. Bonner has served as a member of our Board since 2018. She previously served as the Executive Vice President and Chief Marketing Officer of Akamai Technologies, Inc., from 2016 until March 2021, where she focused on driving growth and operational excellence. She served as an executive advisor to Akamai from March 2021 until March 2022. Prior to Akamai, Ms. Bonner spent 16 years at Dell Technologies Inc. in a variety of roles, including sales, operations, strategy, and marketing. She led the company’s first global brand strategy work and designed and developed its digital innovation roadmap for marketing. She was also based in Europe for seven years. She earned a Bachelor of Arts degree from Middlebury College and Master of Business Administration degree from the University of Michigan. We believe Ms. Bonner’s experience at leading technology firms qualify her to serve on our Board. |
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
| ANDREW BURTON | | | Age 54 Director Since: 2024 INDEPENDENT Strategic Investment Committee (Chair) Audit Committee Technology & Cybersecurity Committee | EXPERIENCE: Mr. Burton has served as a member of our Board since June 2024. He most recently served as the Chief Executive Officer of commercetools GmbH, a global enterprise e-commerce software company, from July 2024 until October 2025. Prior to commercetools, Mr. Burton served as the President and Chief Operating Officer of Rapid7, Inc. (NASDAQ: RPD), a leading provider of cybersecurity solutions, from February 2019 until 2024. Mr. Burton joined Rapid7 in 2015 as a Senior Vice President and during his time there, he oversaw the company’s sales and marketing, go-to-market, product development, and operations functions. Before Rapid7, Mr. Burton was the CEO of Revelops, Inc. (doing business as Logentries), a cloud-native provider of scalable, real-time machine data search and analytics technology, which was acquired by Rapid7 in October 2015. Mr. Burton earned a Bachelor of Science degree from Oregon State University, a Master of Science degree in Information Systems from University College Dublin, and a Master of Business Administration degree from Boston College. We believe Mr. Burton’s experience leading technology companies qualify him to serve on our Board. |
Board Tenure and Composition
| TODD FORD | | | Age 59 Director Since: 2019 INDEPENDENT Audit Committee (Chair) Compensation Committee Strategic Investment Committee | EXPERIENCE: Mr. Ford has served as a member of our Board since 2019. He currently serves as a general partner at Windproof Partners, a boutique advisory and investment firm focused on enterprise software, a position he has held since September 2025. Prior to this, he served as President and Chief Financial Officer at Coupa Software Incorporated (formerly NASDAQ: COUP), a leader in business spend management, where he oversaw the company’s financial strategy and operations, from April 2022 to February 2023. From May 2015 through March 2022, Mr. Ford held positions of increasing responsibility at Coupa Software. Mr. Ford earned a Bachelor of Science degree in Accounting from Santa Clara University. We believe Mr. Ford’s historical knowledge of the Company and his deep investing and operating experience qualify him to serve on our Board. |
Board Tenure and Composition
| ALISON GLEESON | | | Age 60 Director Since: 2021 INDEPENDENT Compensation Committee (Chair) Technology & Cybersecurity Committee | EXPERIENCE: Ms. Gleeson has served as a member of our Board since August 2021. She currently serves as a Special Advisor and Portfolio Committee Member at Brighton Park Capital, an investment firm, a position she has held since January 2020. She previously served as the Senior Vice President of the Americas organization at Cisco Systems, Inc. (NASDAQ: CSCO), from 2014 until 2018. This organization represented the largest of Cisco's four geographic regions, responsible for more than $25 billion in annual sales for the company and leading nearly 9,000 employees across 35 countries. Ms. Gleeson currently serves as a member of the board of directors for public SaaS companies Elastic N.V. (NYSE: ESTC), a position she has held since July 2022, and ZoomInfo Technologies Inc. (NASDAQ: ZI), a position she has held since January 2020. Ms. Gleeson earned a Bachelor of Arts degree in Marketing from Michigan State University. We believe Ms. Gleeson’s deep and unique experiences in enterprise sales and marketing qualify her to serve on our Board. |
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Board Tenure and Composition
| ELIZABETH THEOPHILLE | | | Age 59 Director Since: 2019 INDEPENDENT Governance and Nominating Committee Technology & Cybersecurity Committee (Chair) | EXPERIENCE: Ms. Theophille has served as a member of our Board since 2019. She currently serves as the Chief Digital Officer of Sandoz Group AG, a Swiss-based producer of generic pharmaceuticals and biosimilars, a position she has held since June 2025. She also serves as the Chief Executive Officer of EHT Consulting GmbH, a consulting firm that she founded in February 2023. Previously, Ms. Theophille served as Chief Technology Transformation Officer of Novartis AG (NYSE: NVS), a global healthcare company, from November 2020 until January 2023. Ms. Theophille earned a Bachelor of Arts degree in Business Administration from the International Management Center in Buckingham, United Kingdom. We believe Ms. Theophille’s extensive operational experience with IT systems, her familiarity with the implementation of cloud-based solutions and migration from legacy IT systems, and her experience with European markets qualify her to serve on our Board. |
Board Tenure and Composition
| JOHN PAGLIUCA | | | Age 49 Director Since: 2024 INDEPENDENT Audit Committee | EXPERIENCE: Mr. Pagliuca has served as a member of our Board since November 2024. Mr. Pagliuca currently serves as the Chief Executive Officer of N-able, Inc. (NYSE: NABL), a global provider of cloud-based software solutions for managed service providers (MSPs), a position he has held since January 2020. Mr. Pagliuca earned a Bachelor of Science degree from Babson College. We believe Mr. Pagliuca’s deep leadership experience and focus on the SaaS marketplace qualify him to serve on our Board. |
Board Tenure and Composition
| SAMUEL WILSON | | | Age 57 Director Since: 2023 Chief Executive Officer since 2023 | EXPERIENCE: Mr. Wilson has served as our Chief Executive Officer and a member of the Board since May 2023. Prior to becoming our Chief Executive Officer, Mr. Wilson served as our Interim Chief Executive Officer from November 2022 to May 2023. Mr. Wilson previously served as our Chief Financial Officer from June 2020 to November 2022. Prior to this position, Mr. Wilson served as our Chief Customer Officer and Managing Director of EMEA from January 2020 until June 2020. From September 2017 until January 2020, Mr. Wilson served as Senior Vice President, responsible for e-commerce, global small business, and United States mid-market sales. Mr. Wilson served in the U.S. Army, where he was Airborne, Air Assault and Ranger-qualified. Mr. Wilson earned a Bachelor of Science degree in Electrical Engineering from Seattle University and a Master of Business Administration from the University of California, Berkeley. |
Board Tenure and Composition
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
COMPENSATION OF NON-EMPLOYEE DIRECTORS
COMPENSATION OF NON-EMPLOYEE DIRECTORS OUR APPROACH. We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the amount of time that our directors expend in fulfilling their duties, the skill-level required of members of the Board and the practices of our peers, among other factors. Compensation of non-employee directors is reviewed at least once every two years by our Compensation Committee, which then makes its recommendation to the full Board, in accordance with our Corporate Governance Principles. The key terms of our director compensation program were last updated in fiscal 2025 which we left in place for fiscal 2026 and are summarized below. In connection with its review, the Compensation Committee engaged Compensia, Inc. (“Compensia”) to provide advice on the non-employee director compensation program. Compensia delivered a report to the Compensation Committee which included a benchmark analysis of the program. The Compensation Committee considered, among other factors, the total cost of our non-employee director compensation relative to that of 8x8’s peer group in fiscal 2026 as used for executive compensation purposes, which is described in the section titled “Competitive Positioning” in the Compensation Discussion and Analysis. Directors who are also employees of 8x8 do not receive any additional compensation for serving as members of the Board. CASH COMPENSATION. We pay non-employee directors the following cash fees for their annual service: ▪annual payment of $100,000 for service on our Board; ▪annual payment for service as a committee member (other than in the chair role) in the amounts of $12,500 for the Audit Committee, $8,000 for the Compensation Committee, $5,000 for the Governance and Nominating Committee, $5,000 for the Technology & Cybersecurity Committee and $5,000 for the Strategic Investment Committee; ▪annual payment for service as the chair of a committee in the amounts of $25,000 for the Audit Committee, $16,000 for the Compensation Committee, $14,000 for the Governance and Nominating Committee, $12,500 for the Technology & Cybersecurity Committee and no additional retainer for the chair of the Strategic Investment Committee; and ▪annual payment of $60,000 to our Chairman of the Board for services in that capacity. In the event a director serves on our Board for less than a full term, or serves in a particular capacity for which he or she would receive an additional fee for less than a full term, the fees payable to that director are prorated accordingly. A director may elect to defer payment of all or a portion of the annual stipend and meeting fees payable to him or her in order to postpone taxation on such amounts. In addition to the above payments, we also reimburse our non-employee directors for certain expenses in connection with attendance at Board meetings. EQUITY AWARDS. We pay the following equity-based compensation to our non-employee directors: ▪upon a new director’s election or appointment to the Board, that director is granted: ▪an initial award of restricted stock units (“RSUs") equal in value to $100,000, vesting in equal annual installments over two years from the date of grant, subject to the director’s continued service on our Board; ▪an award of RSUs equal in value to $135,000 (or a prorated portion of that amount, based on the length of the remaining term of service, in the event the director is appointed on a date other than the date of the annual meeting), vesting in full on the date of the next annual meeting, subject to the director’s continued service on our Board; and ▪upon re-election to the Board, a director is granted an award of RSUs equal in value to $135,000, of which directors may elect to receive the vested amount in cash, stock and deferred RSUs, vesting in full on the earlier of (a) the date of the director’s completion of his or her year of Board service or (b) 12 months from the date of grant of such award, in each case subject to the director’s completion of his or her year of Board service. In fiscal 2026, these awards were granted pursuant to our Amended and Restated 2022 Equity Incentive Plan. The non-employee directors are also eligible to receive discretionary awards in recognition of exemplary service above and beyond the standard workload of a director. Director Compensation - Tax Equalization. 8x8 provides tax equalization payments for 8x8 cash and equity award income for the year in which the corresponding services are rendered so that the directors are tax-equalized on a current basis to be in the same position as if they were only taxed in their country of residence. 8x8 provides tax equalization limited to employer-related tax that is imposed on Directors in their country of residence based on their U.S.-sourced income. Ms. Theophille was the only non-employee director to receive tax equalization payments in fiscal 2026.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
COMPENSATION OF NON-EMPLOYEE DIRECTORS
Change-in-Control. Upon a change-in-control, all unvested stock options and restricted stock units then held by non-employee directors will accelerate to become fully vested as of the date of such change-in-control. For this purpose, a change-in-control generally means (1) the liquidation or dissolution of the Company; (2) the sale of stock by stockholders representing more than 50% of our voting stock, or a sale, transfer, or other disposition of all or substantially all of our assets; or (3) a merger or consolidation after which the stockholders immediately before such transaction do not retain more than 50% of the outstanding voting stock.
Fiscal 2026 Director Compensation Table
Fiscal 2026 Director Compensation Table The table below sets forth summary information concerning the compensation paid to each of our non-employee directors for their services as directors during fiscal 2026:
Fiscal 2026 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | All Other Compensation (4) ($) | Total ($) | | Jaswinder Pal Singh | 171,609 | 135,000 | — | 306,609 | | Monique Bonner | 123,125 | 135,000 | — | 258,125 | | Todd Ford | 133,466 | 135,000 | — | 268,466 | | Alison Gleeson | 121,000 | 135,000 | — | 256,000 | | Elizabeth Theophille(4) | 126,063 | 135,000 | 50,000 | 311,063 | | Andrew Burton | 121,863 | 135,000 | — | 256,863 | | John Pagliuca | 119,402 | 135,000 | — | 254,402 |
Fiscal 2026 Director Compensation Table
(1)As of March 31, 2026, each of our non-employee directors who served as directors in fiscal 2026 held outstanding RSUs representing the right to acquire the number of shares indicated in the table below and none held outstanding Company stock options:
Fiscal 2026 Director Compensation Table
| Name | RSUs (#) (2) | | Jaswinder Pal Singh | 66,502 | | Monique Bonner | 66,502 | | Todd Ford | 66,502 | | Alison Gleeson | 66,502 | | Elizabeth Theophille | 66,502 | | Andrew Burton | 91,377 | | John Pagliuca | 84,617 |
Fiscal 2026 Director Compensation Table
(2)On July 25, 2025, Dr. Singh, Ms. Bonner, Mr. Ford, Ms. Gleeson, Mr. Burton, Ms. Theophille and Mr. Pagliuca each received a grant in the form of RSUs representing the right to receive 66,502 shares of common stock upon the completion of the director’s board service year, subject to his or her continued service through such date. In addition, Mr. Burton and Mr. Pagliuca held additional unvested RSUs with respect to 24,875 and 18,115 shares, respectively, corresponding to the portion of their Board appointment RSU grants that remained unvested as of March 31, 2026. (3)The amounts reported reflect the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic 718 based on the closing market price of our common stock on the grant date. For a more detailed discussion of the valuation model and assumptions used to calculate the fair value of our stock awards, refer to Note 1 to the consolidated financial statements contained in our Annual Report on Form 10-K for our fiscal year ended March 31, 2026, filed with the SEC on May 22, 2026. (4)Fiscal 2026 amounts listed in the "All Other Compensation" column for Ms. Theophille reflect the tax equalization payments of $50,000 made to Ms. Theophille related to fiscal 2026 when Ms. Theophille was residing in Switzerland. Ms. Theophille’s compensation reported in the table is not reduced to reflect any expat reduction related to services she performed in fiscal 2026.
Fiscal 2026 Director Compensation Table
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Compensation Aligned with Fiscal 2026 Performance
Compensation Aligned with Fiscal 2026 Performance In fiscal 2026, compensation outcomes for our named executive officers were informed by clearly defined financial and operational goals. Notable achievements that directly influenced pay decisions included: •GAAP Profitability: We achieved GAAP operating income of $18.9 million, or approximately 2.6% of revenue, in fiscal 2026, compared to GAAP operating income of $15.2 million in fiscal 2025, marking two consecutive years of GAAP operating profitability. •Strong Cash Flow and Capital Discipline: We generated $55.8 million in operating cash flow and reduced outstanding term loan debt by $30 million during the year, reflecting disciplined expense management and a continued focus on shareholder value. •Platform Innovation and Customer Impact: We delivered 21% year-over-year growth in new products, including 34% growth in AI-powered solutions. These results were driven by the introduction of new products, as well as new capabilities across our platform. •Customer Retention and Multi-Product Growth: Service revenue grew 3% year-over-year to $715.3 million in fiscal 2026, reflecting improved retention, increased platform usage, and greater adoption of our outcome-focused bundled solutions, including customers using three or more products now representing more than one-third of recurring revenue. •Continued Reduction in Value of RSUs and PSUs Granted Through Our Employee Equity Program: The total grant date value of shares granted (RSUs and PSUs) through our employee equity program declined approximately 19% in fiscal 2026 compared with fiscal 2025, continuing a multi-year trend of reduced equity grants. Over the past three fiscal years, total stock-based compensation expense has declined from $61.9 million in fiscal 2024 to $39.9 million in fiscal 2025 to $20.4 million in fiscal 2026, reflecting the cumulative impact of lower grant volumes and our continued focus on reducing stockholder dilution over time. Our compensation program continues to emphasize performance-based pay through a mix of fixed and variable compensation. In fiscal 2026: 1 Ms. Seandel ceased serving as the Company’s Chief Accounting Officer on June 16, 2026, following which time, she departed from the Company. Mr. Kraus was appointed to serve as the Company’s principal accounting officer, effective upon her departure, and he currently holds the position on an interim basis.
Compensation Aligned with Fiscal 2026 Performance
•Long-term incentives included a combination of time-based and performance-based restricted stock units (RSUs), reinforcing retention and long-term alignment with stockholder interests. •We maintained a strong focus on capital efficiency and stockholder value by continuing to reduce stock-based compensation as a percentage of revenue and expanding cash-based compensation for non-executive employees.
Elements of Executive Compensation
| Element | Purpose | Changes for Fiscal 2026 | | Fixed Annual Base Salary | Provides a competitive level of fixed annual cash compensation. | In line with the focus on managing operating expenses, the Company did not materially adjust the base salary of our senior executives. | | Annual Cash Incentive Awards | Motivate and incentivize our named executive officers to achieve our short-term financial and operational objectives while providing a competitive variable annual cash performance incentive opportunity. | Following strong cash flow generation, the Company reinstated an annual cash incentive plan for fiscal 2026 to recognize and reward performance against key financial objectives. | | Long-term Incentive Compensation | Provides our named executive officers with a competitive long-term incentive compensation opportunity in the form of equity awards designed to incentivize them to meet or exceed our long-term strategic goals, serve our retention objectives, and align the interests of our executive officers and stockholders. | Fiscal 2026 performance-based PSUs vest based on achievement of Service Revenue and Cash Flow from Operations (CFFO) targets. Cash flow from operations remains our financial North Star, with Service Revenue added as a second performance metric. | | Health and Welfare Benefits | Provides employees with competitive health and welfare benefits, as well as participation in an employee stock purchase and other employee benefit plans. There are no special health or welfare benefits for NEOs that are not also provided generally to employees. | No changes. |
Compensation Design
Compensation Design Our pay structure is designed to align the long-term interests of our executives with those of our stockholders, while remaining competitive with market values on a targeted total compensation basis. The following compensation program attributes reflect this design: •81% of our CEO’s annual target compensation was time and performance based (consisting of RSUs, PSUs and the annual cash incentive plan).(1) •66% of our NEOs’ annual target compensation was time and performance based. •The Company reinstated an annual cash incentive plan for fiscal 2026 to recognize and reward performance. •33% of long-term awards for our CEO and NEOs were delivered in the form of PSUs. •PSUs vest based on cash flow and service revenue from operations which funds our continued investments in innovation that will drive our future growth. (1) 81% is calculated as (RSU’s + PSU’s + annual cash incentive divided by the CEO’s total target compensation).
Compensation Outcomes
Compensation Outcomes During fiscal 2026, the Company generated positive operating profit and cash flow, reduced debt by $30 million, and continued to invest in industry leading innovation. Although we continued to strengthen our financial position, our enterprise value and stock price declined in fiscal 2026, as did the stock prices of other cloud-based unified communications peers. This resulted in a failure to earn previously granted PSUs and a reduction in the realizable value of our long-term incentive awards, which continues to account for the majority of our NEOs’ compensation. This reflects our compensation philosophy that there should be alignment between the take-home pay of our executives and the stockholder returns generated by the Company. •Outstanding PSUs granted in fiscal 2023 were below the TSR requirement for vesting and were forfeited. •The Company has not achieved the stock price growth needed for payout of the outstanding PSUs granted in fiscal 2024. •RSUs granted from fiscal 2024 to fiscal 2026 have declined an average of approximately 27% from their grant date fair values. The link between the compensation of our current and former CEOs and the Company’s TSR is illustrated in the following graph, which shows how total CEO compensation has varied over the past five years compared to the Company’s five-year TSR. (1)The above chart illustrates CEO Total Pay for Mr. Sipes for fiscal 2022, and Mr. Wilson for fiscal 2023 through fiscal 2026. CEO Total Pay consists of salary earned, cash bonuses paid, equity award grants and all other compensation as reported in the “Total” column of the “Summary Compensation Table” for the applicable fiscal year.
Role of Compensation Consultant
Role of Compensation Consultant In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisors. In fiscal 2026, the Compensation Committee engaged Compensia to assist with compensation matters. A representative of Compensia attended multiple meetings of the Compensation Committee during fiscal 2026, responded to inquiries from the Compensation Committee at meetings and throughout the fiscal year and provided its analysis with respect to these inquiries.
Role of Compensation Consultant
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Role of Compensation Consultant
The nature and scope of services provided to the Compensation Committee by Compensia in fiscal 2026 were as follows: •assisted in the review and updating of our compensation peer group; •analyzed executive compensation levels and practices of the companies in our compensation peer group; •provided advice on compensation best practices and market trends for named executive officers and directors; •assisted in the design of the long-term equity incentive compensation plan with appropriate performance goals and targets for our named executive officers and other executives; and •provided ad hoc advice and support throughout the year. Compensia does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the Nasdaq and has concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.
Competitive Positioning
Competitive Positioning To attract and retain executives with the abilities and experience necessary to deliver strong top-line growth and operating performance, we provide total direct compensation opportunities that are intended to be competitive with market practice. We generally target our compensation around market median values, though we position each individual based on an evaluation of the individual talent and/or criticality to the business. The criteria used to identify peer companies were generally consistent with our approach in prior years, and targeted software companies falling within a revenue range of 0.5x to 2.0x of our rolling four quarter revenue at the time of the review and a market capitalization range of 0.3x to 3.0x of our market capitalization at the time of the review. The relevance of each peer company was evaluated taking into consideration both industry comparability as well as financial metrics, and companies are not required to meet all selection criteria for inclusion in the peer group. For fiscal 2026 executive compensation decisions, the Compensation Committee approved the addition of the following companies: Digital Turbine, ON24, Sprout Social, Verint Systems, Vimeo and Weave Communications, as well as the removal of Alteryx, Commvault Systems, Edgio, Everbridge, Q2 Holdings and Zuora as compared to the peer group used in 2025. The Compensation Committee made these changes to ensure that the peer group continued to meet our criteria. The additions to the peer group are generally application software companies that meet our criteria for revenue range and market capitalization. The removals represent companies that have moved out of the comparable financial categories or are less representative of our industry. Commvault’s position in the systems software industry was deemed less relevant as a comparison. Further, Alteryx was acquired, Zuora and Everbridge both completed separate going-private transactions and Edgio commenced bankruptcy proceedings. After a review by Compensia and approved by the Compensation Committee, our compensation peer group for fiscal 2026 included:
Competitive Positioning
| Bandwidth | LivePerson | Sprout Social | | Blackbaud | ON24 | Upland Software | | Digital Turbine | Ooma | Verint Systems | | Domo | Rimini Street | Vimeo | | Five9 | Ring Central | Weave Communications | | | | Yext |
Competitive Positioning
Our executive compensation benchmarking also included survey data provided by Radford Surveys and Consulting, a business unit of Aon Hewitt Consulting, Inc. (“Radford”), from publicly-traded software companies with revenue levels and market capitalization levels comparable to ours. Radford did not provide compensation consulting services to the Compensation Committee during fiscal 2026.
ANNUAL CASH INCENTIVE AWARDS
ANNUAL CASH INCENTIVE AWARDS
Employee Bonus Plan (EBP) Design
Employee Bonus Plan (EBP) Design We have historically used annual cash incentive awards to motivate and incentivize our named executive officers to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and profitability goals. We temporarily suspended our cash incentive awards for fiscal 2025 based on economic conditions. Following strong cash flow generation in fiscal 2025, the Company reinstated an annual cash incentive plan for fiscal 2026 to recognize and reward performance against key financial objectives. The annual cash incentive awards are designed to align pay with performance by awarding cash bonuses upon the achievement of defined performance targets. The objective of the Employee Bonus Plan ("EBP") is to incentivize eligible employees to contribute to our overall success and achieve corporate and individual performance goals. The performance goals established under the EBP are designed to focus participants on current goals and strategies identified by the Board and senior management (such as revenue growth and profitability) and to complete individual objectives that support our overall business strategy. Under the EBP, each of our NEOs is eligible to receive cash bonus awards during each fiscal year tied to the Company's achievement of predetermined financial targets. Performance is evaluated and bonuses are payable on a semi-annual basis, based on performance over two discrete six-month performance periods. In the event the Company does not achieve minimum financial performance objectives for the relevant payout period, the incentive EBP awards for that period would be zero.
Employee Bonus Plan (EBP) Design
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Target Annual Cash Incentive Award Opportunities for Fiscal 2026
Target Annual Cash Incentive Award Opportunities for Fiscal 2026 The target annual cash incentive award opportunity for each of the named executive officers under the EBP is developed by the Compensation Committee for each fiscal year and expressed as a percentage of his or her annual base salary. The Compensation Committee, in consultation with its compensation consultant, Compensia, sets the target annual cash incentive award opportunities for our named executive officers, after considering the job function of each named executive officer, his or her expected contributions to us for the upcoming fiscal year, the recommendations of our CEO, and the competitive market. We temporarily suspended our cash incentive awards for fiscal 2025 based on economic conditions, but reintroduced the program for fiscal 2026. The table below shows the annual target bonus opportunity for each NEO as a percentage of his or her base salary:
Target Annual Cash Incentive Award Opportunities for Fiscal 2026
| Named Executive Officer | Fiscal 2025 Target Bonus Opportunity (as a % of base salary) | Fiscal 2026 Target Bonus Opportunity (as a % of base salary) | | Samuel Wilson | N/A-Suspended | 100% | | Kevin Kraus | N/A-Suspended | 65% | | Laurence Denny (1) | N/A-Suspended | 55%/50% | | Hunter Middleton (1) | N/A-Suspended | 65%/60% | | Suzy Seandel | N/A-Suspended | 45% |
Target Annual Cash Incentive Award Opportunities for Fiscal 2026
(1) Laurence Denny's target bonus opportunity was 55% for the first half of fiscal 2026 (April 1 – September 30, 2025) and 50% for the second half of fiscal 2026 (October 1, 2025 – March 31, 2026), effective October 1, 2025. Hunter Middleton's target bonus opportunity was 65% for the first half of fiscal 2026 and 60% for the second half of fiscal 2026, effective October 1, 2025.
Fiscal 2026 Performance Objectives and EBP Structure
Fiscal 2026 Performance Objectives and EBP Structure For fiscal 2026, the Company's EBP payouts were based on predetermined financial targets. The performance objectives for the EBP were developed by the Compensation Committee, in coordination with the Company's compensation consultant, after taking into consideration the recommendations of our CEO and Chief Financial Officer. The Compensation Committee used the following metrics: non-GAAP operating profit, total service revenue, and net new annual subscription revenue. The Compensation Committee set targets at levels it considered to be appropriately rigorous for the year. For fiscal 2026, executive officers are eligible to earn bonus payments in amounts ranging from 0% to 112.5% of the executive officer's semi-annual target bonus amount, which represents 50% of such executive officer's full year target bonus amount. In the event the Company does not achieve minimum financial performance objectives for the relevant payout period, the incentive EBP awards for that period would be zero. Payouts under all metrics are prorated on a linear basis for outcomes that fall between threshold and maximum performance.
Fiscal 2026 EBP Chart
| | | Fiscal 2026 EBP Performance Targets(3) | | | | | | | Performance Metric | Weight % | Minimum Threshold Payout ($K) | Target Payout ($K) | Maximum Threshold Payout ($K) | Performance for Applicable Half ($K) | Achievement as a % of Target | Payout as a % of Target | | Fiscal Year 2026 - 1st Half | | | | | | | | | Q1 & Q2 (4/1/25 - 9/30/25) | | | | | | | | | Non-GAAP Operating Profit(1) | 40% | $25,085 | $44,595 | $41,808 | $33,657 | 75% | 30% | | Total Service Revenue | 40% | $256,391 | $455,806 | $427,319 | $355,402 | 78% | 31% | | Net New Annual Subscription Revenue(2) | 20% | $3,545 | $6,302 | $5,908 | $— | —% | —% | | 1st Half Final Payout | 100% | | | | | | 63% | | Fiscal Year 2026 - 2nd Half | | | | | | | | | Q3 & Q4 (10/1/25 - 3/31/26) | | | | | | | | | Non-GAAP Operating Profit(1) | 40% | $27,727 | $49,292 | $46,212 | $41,406 | 84% | 34% | | Total Service Revenue | 40% | $258,143 | $458,921 | $430,238 | $359,857 | 78% | 31% | | Net New Annual Subscription Revenue(2) | 20% | $3,226 | $5,735 | $5,376 | $— | —% | —% | | 2nd Half Final Payout | 100% | | | | | | 70% |
Fiscal 2026 EBP Chart
(1) GAAP Income from Operations is the nearest GAAP metric to Non-GAAP Operating Profit. Non-GAAP Operating Profit excludes amortization of acquired intangible assets, stock-based compensation expense and related employer payroll taxes, transaction-related costs, certain legal and regulatory costs, and certain severance, transition and contract exit costs from GAAP Income from Operations. (2) Net new annual subscription revenue is an internal operating metric equal to new subscription bookings minus revenue lost to full cancellations (churn) and partial reductions (down-sells, such as tier drops or reduced seat counts). The Company did not achieve its performance targets for the net new annual subscription revenue and therefore the related achievement and payout percentages equal zero. (3) Payouts are determined based on percentage attainment against each performance target. No payout is earned below 56.25% attainment of target (Minimum Threshold Payout). At 75% attainment of target, payout equals 75% of the participant's semi-annual target bonus; at 93.75% attainment of target (Maximum Threshold Payout), payout equals 112.5%, which is the maximum payout. Payouts between tiers are interpolated on a linear basis, and no additional payout is earned above 93.75% attainment of target.
Fiscal 2026 Target Achievement
| | Fiscal Year 2026 | | | | | | | | Named Executive Officer | Annual Target ($)(1)(2) | Annual Target (%) 1st Half | 1st Half Payout ($) | 2nd Half Payout (%) | 2nd Half Payout ($) | Total Payout ($) | Total Payout as a % of Target | | Samuel Wilson | 500,000 | 63% | 157,500 | 70% | 175,000 | 332,500 | 66.5% | | Kevin Kraus | 273,000 | 63% | 85,995 | 70% | 95,550 | 181,545 | 66.5% | | Laurence Denny(1) | 189,880 | 63% | 61,850 | 70% | 64,193 | 126,043 | 66.5% | | Hunter Middleton(2) | 266,595 | 63% | 85,995 | 70% | 91,067 | 177,062 | 66.5% | | Suzy Seandel | 160,650 | 63% | 50,605 | 70% | 56,228 | 106,832 | 66.5% |
Fiscal 2026 Target Achievement
(1) Mr. Denny’s target bonus percentage was 55% of his base salary for the first half of fiscal 2026, or $196,350. For the second half of 2026, after consulting with its compensation consultant, Compensia, the Compensation Committee lowered Mr. Denny’s target bonus percentage to 50% of his base salary, or $183,409, and raised his base salary by a similar percentage in order to bring Mr. Denny’s total compensation more inline with the other NEOs and other named executive officers at peer companies. See the Summary Compensation Table for a summary of Mr. Denny’s full compensation for fiscal 2026. The amount represented as the Annual Target is the average of the first and second half target bonus amounts. (2)Mr. Middleton’s target bonus percentage was 65% of his base salary for the first half of fiscal 2026, or $273,000. For the second half of 2026, after consulting with their compensation consultant, Compensia, the Compensation Committee lowered Mr. Middleton’s target bonus percentage to 60% of his base salary, or $260,190, and raised his base salary by a similar percentage in order to bring Mr. Middleton’s total compensation more inline with the other NEOs and other
LONG-TERM INCENTIVE COMPENSATION
LONG-TERM INCENTIVE COMPENSATION Our long-term incentive compensation consists of equity awards in the form of time-based RSU awards and performance-based PSU awards to ensure that named executive officers have a continuing stake in our long-term success.
LONG-TERM INCENTIVE COMPENSATION
| Time-based Restricted Stock Units (RSUs) | Performance-based Restricted Stock Units (PSUs) | | Weight | Weight | | 67% of overall long-term incentive compensation(1) | 33% of overall long-term incentive compensation (at target) | | Vesting | Vesting | | Vest over a three-year period, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight quarterly installments | Eligible to be earned over a three-year performance period | | Purpose | Purpose | | •Retain key executives •Align executives with stockholder interests through stock ownership •Encourage stock price growth as the value of the RSUs increases with stock price growth | •Incentivize executives to meet or exceed our long-term strategic goals and build long-term value •Align the interests of our executive officers and stockholders |
LONG-TERM INCENTIVE COMPENSATION
(1) We rebalanced the weight of RSUs and PSUs in fiscal 2026 compared to fiscal 2025 when they were equally weighted at 50% each. The Compensation Committee believes that this rebalance will align our compensation strategy with the goal of retaining critical talent in a volatile market where valuations in our industry have been under pressure as technological changes create uncertainty. Typically, we grant equity awards to our named executive officers during the first or second quarter of the fiscal year in connection with our annual performance reviews. In determining the size of the long-term incentive compensation awards, the CEO makes recommendations for the other NEOs based on the following factors: •Experience and performance, •Current equity holdings, •Retention risk, •Characteristics of their role, such as operational complexity, strategic impact and scope of responsibilities, within the Company and compared to Peer Group and broader market survey data comparisons. The Compensation Committee considers similar factors when determining the CEO’s long-term incentive compensation awards, which it then recommends to the Board for approval. During fiscal 2026, the Board approved awards of RSUs and PSUs to our named executive officers as set forth in the following table. These equity awards were granted on June 6, 2025 and were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with Compensia.
LONG-TERM INCENTIVE COMPENSATION
| Named Executive Officer | Restricted Stock Unit Awards (number of shares granted)(1) (#) | Performance Stock Unit Awards (number of shares granted at target) (#) | Aggregate Grant Date Fair Value of Equity Awards at target(2) ($) | | Samuel Wilson | 614,517 | 302,673 | 1,660,114 | | Kevin Kraus | 251,250 | 123,750 | 678,750 | | Laurence Denny | 174,200 | 85,800 | 470,600 | | Hunter Middleton | 241,200 | 118,800 | 651,600 | | Suzy Seandel | 150,750 | 74,250 | 407,250 |
LONG-TERM INCENTIVE COMPENSATION
(1) The RSUs included in the table vest over a three-year period, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight substantially equal quarterly installments, subject to the recipient’s continuous service with us. (2) The target aggregate grant date value of equity awards includes the value of the PSUs and RSUs based on the closing price of our common stock on the date of grant.
LONG-TERM INCENTIVE COMPENSATION
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Fiscal 2026 — Executive Performance Plan (Cash Flow from Operations and Service Revenue)
Fiscal 2026 — Executive Performance Plan (Cash Flow from Operations and Service Revenue) In fiscal 2026, each of our NEOs received a grant of PSUs as part of the Executive Performance Plan (the “2026 EPP”). The 2026 EPP is aligned with the Company’s increased emphasis on improving cash flow generation which is aligned with the Company’s strategy. The Company is focused on cash flow to fund continued investments in innovation to drive future growth. Cash flow generation also enables the Company to pay down debt in the near term and increase the Company’s flexibility to pursue additional opportunities to drive value in the long term. The PSUs granted under the 2026 EPP are eligible to be earned over a three-year performance period: April 1, 2025 to March 31, 2028. At the end of fiscal 2026, 2027 and 2028, the Company will measure (or, for fiscal 2026, has measured) cumulative cash flow from operations (“CFFO”) and cumulative service revenue from the beginning of the fiscal year performance period and determine the total percent of the PSUs earned. CFFO and service revenue are generally accepted accounting principles, or GAAP, metrics. We present CFFO as Net Cash Provided by Operating Activities. Service revenue consists of revenue generated from communications services subscriptions, platform usage revenue, and related fees from our UCaaS, CCaaS and CPaaS offerings. We present these metrics in our Form 10-K for the year ended March 31, 2026. Any incremental amount earned during that fiscal year will vest within 75 days of the end of such fiscal year performance period; however, NEOs can only vest up to 66% following the first year (fiscal 2026). The following table represents the total percentage of the award that may vest. The amount vesting after fiscal 2027 and fiscal 2028 will be reduced by any amount already vested in prior years. In no instance can the executive earn more than 100% of the total award granted (with all dollar values in the table in millions).
Fiscal 2026 — Executive Performance Plan (Cash Flow from Operations and Service Revenue)
| | Year 1 Performance Period | | | Year 2 Performance Period | | | Year 3 Performance Period | | | | $M | Weighting | Threshold | Max | Weighting | Threshold | Max | Weighting | Threshold | Max | | Cumulative Cash Flow from Operations | 50% | $44 | $93 | 50% | $44 | $146 | 50% | $44 | $146 | | Cumulative Service Revenue | 50% | $686 | $1,383 | 50% | $1,372 | $2,101 | 50% | $2,058 | $2,101 | | % of Target Earned | | 33% | 66% | | 33% | 100% | | 33% | 100% |
Earned Performance Stock Units
Earned Performance Stock Units During fiscal 2026, in addition to the 2026 EPP, NEOs were eligible to earn shares from PSU awards granted during prior fiscal years that were based on the achievement of stock price targets or the performance of our stock relative to a benchmark during a period that ended during fiscal 2026, as set forth in the table below. •Fiscal 2026 cumulative cash flow from operations and service revenue of $55.8 million and $715.3 million, respectively, each exceeded the respective 2026 EPP thresholds, resulting in 37% of each of the 2026 EPP and 2025 EPP awards vesting based on fiscal 2026 performance, as summarized in the table below.
Earned Performance Stock Units
| Weighting | Performance Periods | Threshold Varies | Target 100% Vested | Max 200% Vested | Actual | Vesting Percentage(1) | | 2026 EPP - Cumulative cash flow from operations and Service Revenue Vested as milestone is achieved subject to minimum vesting | | | | | | | | 50% CFFO | 4/1/2025 - 3/31/2028 | $44M | $146M | Not able to earn more than 100% | Between Threshold and Target: $55.8M for fiscal 2026 | 37% | | 50% Service Revenue | 4/1/2025 - 3/31/2028 | $686M | $2,101M | Not able to earn more than 100% | Between Threshold and Target: $715.3M for fiscal 2026 | | | 2025 EPP - Cumulative cash flow from operations Vested as milestone is achieved subject to minimum vesting | | | | | | | | 100% | 4/1/2024 - 3/31/2027 | $50M (33% payout) | $150M (100% earned) | Not able to earn more than 100% | Between Threshold and Target: $119.3M for fiscal 2025 and 2026 | 37% | | 2024 EPP - Absolute Company stock price increase Earned as milestone is achieved subject to minimum vesting | | | | | | | | 100% | 6/15/2023 - 6/15/2027 | +70% ($6.56) (33% payout) | +130% ($8.88) (100% earned) | Not able to earn more than 100% | Below Threshold | —% | | 2023 EPP - TSR relative to the S&P Software and Services Index Measured at end of performance period | | | | | | | | 50% | 6/15/2022 - 6/15/2025 | 25th percentile (50% payout) | 50th percentile (100% payout) | 75th percentile (200% payout) | 0% Completed | | | 50% | 6/15/2022 - 6/15/2024 | 25th percentile (50% payout) | 50th percentile (100% payout) | 75th percentile (200% payout) | 0% Completed | |
Earned Performance Stock Units
(1) For the 2026 EPP and 2025 EPP, percentages show vesting for fiscal 2026 only.
Earned Performance Stock Units
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Earned Performance Stock Units
Earned Performance Stock Units Under Prior Awards - Relative Share Performance PSUs
Earned Performance Stock Units
| NEO | Plan | Grant Date | Performance Period | Target Shares (#) | Performance Achievement (%)(1) | Earned Shares (#) | | Samuel Wilson | 2026 EPP | 6/6/2025 | 4/1/2025 - 3/31/2028 | 302,673 | 37% | 111,989 | | | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 450,000 | 37% | 166,500 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 495,000 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 122,036 | —% | — | | Kevin Kraus | 2026 EPP | 6/6/2025 | 4/1/2025 - 3/31/2028 | 123,750 | 37% | 45,788 | | | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 200,000 | 37% | 74,000 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 221,100 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 13,685 | —% | — | | Laurence Denny | 2026 EPP | 6/6/2025 | 4/1/2025 - 3/31/2028 | 85,800 | 37% | 31,746 | | | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 112,500 | 37% | 41,625 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 100,000 | —% | — | | | 2023 EPP | 12/15/2022 | 12/15/2022 - 6/15/2025 | 57,471 | —% | — | | Hunter Middleton | 2026 EPP | 6/6/2025 | 4/1/2025 - 3/31/2028 | 118,800 | 37% | 43,956 | | | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 180,000 | 37% | 66,600 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 200,000 | —% | — | | | 2023 EPP | 6/15/2022 | 6/15/2022 - 6/15/2025 | 87,168 | —% | — | | Suzy Seandel | 2026 EPP | 6/6/2025 | 4/1/2025 - 3/31/2028 | 74,250 | 37% | 27,473 | | | 2025 EPP | 9/15/2024 | 4/1/2024 - 3/31/2027 | 70,000 | 37% | 25,900 | | | 2024 EPP | 6/15/2023 | 6/15/2023 - 6/15/2027 | 66,666 | —% | — |
Earned Performance Stock Units
(1) Percentages show Performance Percentages for fiscal 2026 only.
Equity Award Grant Practices
Equity Award Grant Practices Typically, we grant equity awards to our named executive officers during the first or second quarter of the fiscal year in connection with annual performance reviews. Although the timing of equity award grants may change from year to year, we do not grant any form of equity-based compensation in anticipation of the release of material, non-public information (“MNPI”). We do not take MNPI into account when determining the timing and terms of equity-based awards, nor do we time the disclosure of MNPI for the purpose of affecting the value of executive compensation. Additionally, we did not grant any stock options to our employees in fiscal 2026.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards. ASC Topic 718 requires us to compute and recognize in our consolidated statement of operations all share-based payments to employees, such as grants of restricted stock unit awards for shares of our common stock to our executive officers and other employees, based on their fair values. ASC Topic 718 also requires us to recognize the compensation cost of these share-based payment awards in our income statements over the period that an award recipient is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth certain summary information for the fiscal year indicated with respect to the compensation earned by each of the named executive officers:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus(4) ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation (2) (3) ($) | Total ($) | | Samuel Wilson Chief Executive Officer | 2026 | 500,000 | — | 1,660,114 | 332,500 | 3,000 | 2,495,614 | | | 2025 | 500,000 | — | 1,692,000 | — | 48,142 | 2,240,142 | | | 2024 | 489,231 | 200,000 | 3,702,600 | 242,500 | 29,772 | 4,664,103 | | Kevin Kraus Chief Financial Officer | 2026 | 420,000 | — | 678,750 | 181,545 | 3,000 | 1,283,295 | | | 2025 | 420,000 | — | 752,000 | — | 47,316 | 1,219,316 | | | 2024 | 402,692 | 53,333 | 1,653,828 | 132,405 | 29,206 | 2,271,464 | | Laurence Denny Chief Legal Officer | 2026 | 361,834 | — | 470,600 | 126,044 | 3,000 | 961,478 | | | 2025 | 355,250 | — | 423,000 | — | 35,974 | 814,224 | | | 2024 | 347,320 | — | 748,000 | 93,363 | 27,641 | 1,216,324 | | Hunter Middleton Chief Product Officer | 2026 | 426,720 | — | 651,600 | 177,062 | 3,000 | 1,258,382 | | | 2025 | 420,000 | — | 676,800 | — | 37,146 | 1,133,946 | | | 2024 | 406,539 | 350,000 | 1,496,000 | 132,405 | 28,299 | 2,413,243 | | Suzy Seandel Chief Accounting Officer | 2026 | 357,000 | — | 407,250 | 106,833 | 3,000 | 874,083 | | | 2025 | 357,000 | — | 263,200 | — | 20,896 | 641,096 | | | 2024 | 352,423 | — | 498,662 | 77,916 | 14,814 | 943,815 |
SUMMARY COMPENSATION TABLE
(1)The amounts reported in this column represent the aggregate grant date fair value of all stock awards computed in accordance with FASB ASC Topic 718, are based upon the probable outcome of any applicable performance conditions as of the grant date, exclude the impact of estimated forfeitures related to service-based vesting conditions and are consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. The stock awards may include for each NEO any or all of the following: (a) restricted stock unit (RSU) awards; and (b) performance stock unit (PSU) awards. For RSUs and PSUs, fair value is computed by multiplying the total number of shares subject to the award (or target number, in the case of PSUs) by the closing price of our common stock on the date of the grant. For a more detailed discussion of the assumptions used to calculate the fair value of our stock awards, refer to note 1 to the consolidated financial statements contained in our 2026 Annual Report on Form 10-K for our fiscal year ended March 31, 2026. The ”Stock Awards” column for 2026 includes the fair value calculated in accordance with FASB ASC Topic 718 principles of performance stock units granted in fiscal 2026 based upon achieving the target level of performance as of the grant date, and under the terms of such PSUs, the maximum payout is the target number of shares. The actual value, if any, that a NEO may realize from an award is contingent upon the satisfaction of the conditions to vesting for that award and there is no assurance that the value, if any, eventually realized by the NEO will correspond to the actual amount reported in the Summary Compensation Table. (2)Amounts listed in the “All Other Compensation” column for Messrs. Wilson, Kraus, Denny and Middleton and Ms. Seandel include matching contributions to the Company’s 401(k) plan. Our named executive officers are entitled to the same health and welfare benefits that are generally available to our other employees. (3)The fiscal 2024 amount listed in the "All Other Compensation" column for Mr. Wilson is not reduced to reflect a tax equalization reduction of Mr. Wilson’s compensation of $423,004 related to fiscal 2022. The expat reduction reported corresponds with services performed in fiscal 2021 and 2022 as our Chief Customer Officer in the United Kingdom and Mr. Wilson's relocation back to California upon his appointment as our Chief Financial Officer. (4)Amounts listed in the "Bonus" column include one time payments approved by our Board to Mr. Wilson and Mr. Kraus in connection with their promotions to interim Chief Executive Officer and interim Chief Financial Officer, respectively, on November 30, 2022, payable in 12 equal monthly installments in accordance with the Company's normal payroll procedures and subject to continued employment through each applicable payment date. We made the final payments in calendar year 2023, which is our fiscal 2024. Mr. Wilson received an aggregate bonus of $300,000 and Mr. Kraus received $80,000. Mr. Middleton received a one-time retention bonus of $350,000 during fiscal 2024. (5)For each of the named executive officers, the amounts reported reflect the cash incentive payments received by such named executive officers under our annual cash incentive plan based on achievement of predetermined performance goals and individual achievement with respect to fiscal year performance, respectively. The Compensation Committee certified the percentage of the various targets and approved a first half payout of approximately 63% of the target annual cash incentive and a second half payout of approximately 70% of the target.
SUMMARY COMPENSATION TABLE
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information regarding plan-based awards granted to the named executive officers during the fiscal year ended March 31, 2026:
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of shares of stock or Units (2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($)(4) | Maximum ($)(4) | Threshold (#) | Target (#) | Maximum (#) | | | | Samuel Wilson Chief Executive Officer | | | | | | | | | | | | Cash Incentive Award | — | 500,000 | 562,500 | | | | | | | | 6/6/2025 | — | — | — | — | — | — | 614,517 | 1,112,276 | | | 6/6/2025 | — | — | — | 99,882 | 302,673 | — | — | 547,838 | | Kevin Kraus Chief Financial Officer | | | | | | | | | | | | Cash Incentive Award | — | 273,000 | 307,125 | | | | | | | | 6/6/2025 | — | — | — | — | — | — | 251,250 | 454,763 | | | 6/6/2025 | — | — | — | 40,838 | 123,750 | — | — | 223,988 | | Laurence Denny Chief Legal Officer | | | | | | | | | | | | Cash Incentive Award | — | 183,409(5) | 206,335(5) | | | | | | | | 6/6/2025 | — | — | — | — | — | — | 174,200 | 315,302 | | | 6/6/2025 | — | — | — | 28,314 | 85,800 | — | — | 155,298 | | Hunter Middleton Chief Product Officer | | | | | | | | | | | | Cash Incentive Award | — | 260,190(6) | 292,714(6) | | | | | | | | 6/6/2025 | — | — | — | — | — | — | 241,200 | 436,572 | | | 6/6/2025 | — | — | — | 39,204 | 118,800 | — | — | 215,028 | | Suzy Seandel Chief Accounting Officer | | | | | | | | | | | | Cash Incentive Award | — | 160,650 | 180,731 | | | | | | | | 6/6/2025 | — | — | — | — | — | — | 150,750 | 272,858 | | | 6/6/2025 | — | — | — | 24,503 | 74,250 | — | — | 134,393 |
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
(1)The amounts reported in the “Estimated Future Payments under Equity Incentive Plan Awards” column represent the number of shares of our common stock subject to performance-based restricted stock unit awards, or PSUs, granted to the named executive officers during fiscal 2026, which generally vest over a three-year performance period. Such awards may, in the discretion of the Compensation Committee, include the right to the equivalent of any dividends on the shares of common stock covered by the award; provided, however, any such dividends would be paid only if and when the awards vest. The performance conditions and other terms applicable to these PSU awards are described in more detail under “Compensation Discussion and Analysis-Long-Term Incentive Compensation” above. (2)The amounts reported in this column for June 6, 2025 are for shares issuable upon vesting of time-based RSU awards that vest over a period of three years from the date of grant, with one-third (1/3) vesting on the first anniversary of grant and the remainder vesting in eight quarterly installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company.
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
(3)Represents the aggregate grant date fair value of the stock-based compensation awards granted to the named executive officers during fiscal 2026, excluding the impact of estimated forfeitures related to service-based vesting conditions, as computed in accordance with ASC 718. For PSUs, fair value is computed by multiplying the target number of shares subject to the award by the closing price of our common stock on the date of the grant, and assumes target performance is the probable outcome. (4)For the fiscal 2026 annual cash incentive awards, the Compensation Committee used the following metrics: non-GAAP operating profit, total service revenue, and net new annual subscription revenue. The Compensation Committee set targets at levels it considered to be appropriately rigorous for the year. Pursuant to the terms of the awards, the awards provide only for a single estimated payout. There was no minimum threshold and the maximum payment was capped at 112.5% of the target award. Actual amounts paid are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (5)As of March 31, 2026, Mr. Denny’s target bonus amount was $183,409. Mr. Denny’s target bonus percentage was 55% of his base salary for the first half of fiscal 2026, or $196,350. For the second half of 2026, after consulting with its compensation consultant, Compensia, the Compensation Committee lowered Mr. Denny’s target bonus percentage to 50% of his base salary, or $183,409, and raised his base salary by a similar percentage in order to bring Mr. Denny’s total compensation more inline with the other NEOs and other named executive officers at peer companies. See the Summary Compensation Table for a summary of Mr. Denny’s full compensation for fiscal 2026. (6)As of March 31, 2026, Mr. Middleton’s target bonus amount was $260,190. Mr. Middleton’s target bonus percentage was 65% of his base salary for the first half of fiscal 2026, or $273,000. For the second half of 2026, after consulting with their compensation consultant, Compensia, the Compensation Committee lowered Mr. Middleton’s target bonus percentage to 60% of his base salary, or $260,190, and raised his base salary by a similar percentage in order to bring Mr. Middleton’s total compensation more inline with the other NEOs and other named executive officers at peer companies. See the Summary Compensation Table for a summary of Mr. Middleton’s full compensation for fiscal 2026.
FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table sets forth certain information concerning outstanding equity awards held by the named executive officers at March 31, 2026:
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | | | Stock Awards(2) | | Equity Incentive Plan Awards(2) | | | Name | Date of Grant | Grant Type(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Samuel Wilson | 6/15/2023 | 2022/RSU | 41,251(3) | 68,477 | | | | | 6/15/2023 | 2022/PSU | | | 495,000(5) | 821,700 | | | 9/15/2024 | 2022/RSU | 225,000(3) | 373,500 | | | | | 9/15/2024 | 2022/PSU | 166,500(4) | 276,390 | 94,500(4) | 156,870 | | | 6/6/2025 | 2022/RSU | 614,517(3) | 1,020,098 | | | | | 6/6/2025 | 2022/PSU | 111,989(6) | 185,902 | 190,684(6) | 316,535 | | Kevin Kraus | 6/15/2023 | 2022/RSU | 18,425(3) | 30,586 | | | | | 6/15/2023 | 2022/PSU | | | 221,100(5) | 367,026 | | | 9/15/2024 | 2022/RSU | 100,001(3) | 166,002 | | | | | 9/15/2024 | 2022/PSU | 74,000(4) | 122,840 | 42,000(4) | 69,720 | | | 6/6/2025 | 2022/RSU | 251,250(3) | 417,075 | | | | | 6/6/2025 | 2022/PSU | 45,788(6) | 76,008 | 77,962(6) | 129,417 | | Laurence Denny | 6/15/2023 | 2022/RSU | 8,334(3) | 13,834 | | | | | 6/15/2023 | 2022/PSU | | | 100,000(5) | 166,000 | | | 9/15/2024 | 2022/RSU | 56,250(3) | 93,375 | | | | | 9/15/2024 | 2022/PSU | 41,625(4) | 69,098 | 23,625(4) | 39,218 | | | 6/6/2025 | 2022/RSU | 174,200(3) | 289,172 | | | | | 6/6/2025 | 2022/PSU | 31,746(6) | 52,698 | 54,054(6) | 89,730 | | Hunter Middleton | 6/15/2023 | 2022/RSU | 16,667(3) | 27,667 | | | | | 6/15/2023 | 2022/PSU | | | 200,000(5) | 332,000 | | | 9/15/2024 | 2022/RSU | 90,000(3) | 149,400 | | | | | 9/15/2024 | 2022/PSU | 66,600(4) | 110,556 | 37,800(4) | 62,748 | | | 6/6/2025 | 2022/RSU | 241,200(3) | 400,392 | | | | | 6/6/2025 | 2022/PSU | 43,956(6) | 72,967 | 74,844(6) | 124,241 | | Suzy Seandel | 6/15/2023 | 2022/RSU | 5,556(3) | 9,223 | | | | | 6/15/2023 | 2022/PSU | | | 66,666(5) | 110,666 | | | 9/15/2024 | 2022/RSU | 35,000(3) | 58,100 | | | | | 9/15/2024 | 2022/PSU | 25,900(4) | 42,994 | 14,700(4) | 24,402 | | | 6/6/2025 | 2022/RSU | 150,750(3) | 250,245 | | | | | 6/6/2025 | 2022/PSU | 27,473(6) | 45,605 | 46,777(6) | 77,650 |
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
(1)This column indicates the equity plan under which an outstanding award was granted and the award type. The vesting of any unvested equity award is subject to the recipient’s continuous service. (2)The market value of unvested stock awards and unvested equity inventive plan awards is calculated by multiplying the number of unvested awards held by the applicable named executive officer by the closing market price of our common stock on March 31, 2026, which was $1.66. (3)Time-based RSU awards that vest over a period of three years from the date of grant, with 33.3% of the shares vesting on the first anniversary of grant and the remaining 66.7% vesting in equal quarterly installments over the next two years, subject to the recipient’s continued employment or other qualifying association with the Company.
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
(4)Represents the unvested portion of the PSU awards granted on September 15, 2024 (the “fiscal 2025 PSUs”), 42% of the target number of shares subject to such grant vested during fiscal 2026 based on fiscal 2025 cumulative cash flow performance and is not represented in the table (“2025 First Tranche”). 37% of the target number of shares subject to such grant performance vested based on the cumulative cash flow from operations performance in fiscal 2026 and time vested in May 2026, when fiscal 2026 performance was certified by the Compensation Committee, and such portion is represented in the “Stock Awards” columns of the table based on actual performance (“2025 Second Tranche”). The remaining outstanding and unvested fiscal 2025 PSUs are shown in the table under the “Equity Incentive Plan Awards” columns and represent the number that would be earned at 100% of the target number of shares (excluding the 2025 First Tranche and 2025 Second Tranche), based on cumulative cash flow from operations (“CFFO”) for the performance period ending March 31, 2027. Time vesting of the fiscal 2025 PSUs occurs on the Compensation Committee or Board certification date following the applicable fiscal year in the performance period, such that the last tranche of this award is expected to time vest in the first quarter of fiscal 2027. (5) Represents PSU awards granted on June 15, 2023, with the number of shares shown as the number that would be earned at 100% of target, less the portion of the award that had already time-vested as of March 31, 2026. Between 33% and 100% of the target number of shares may be earned, based on the satisfaction of time-based vesting conditions, as well as the achievement of stock price hurdles during a performance period of June 15, 2023 to June 15, 2027. Vesting of such PSUs is subject to the recipient’s continued employment or other qualifying association with the Company through the end of the minimum time-vesting period (time vesting occurs over a period of three years from the date of the grant, with 33.3% of the shares subject to the PSUs time-vesting on each of the first three anniversaries of the grant date). (6) Represents PSU awards granted on June 6, 2025 (the “fiscal 2026 PSUs”). As noted in the “Compensation Discussion and Analysis”, 37% of such PSUs vested based on fiscal 2025 CFFO and service revenue performance (“2026 First Tranche”). The 2026 First Tranche time vested in May 2026, when fiscal 2026 performance was certified by the Board, and the 2026 First Tranche is shown based on actual performance in the table under the “Stock Awards” columns. The remaining outstanding and unvested fiscal 2026 PSUs are shown in the table under the “Equity Incentive Plan Awards” columns and represent the number that would be earned at 100% of target number of shares (excluding the 2026 First Tranche), based on CFFO and service revenue measured at the end of fiscal 2027 (the “2026 Second Tranche”) and 2028 (the “2026 Third Tranche”) from the beginning of the performance period (April 1, 2025 to March 31, 2028). Time vesting of the fiscal 2026 PSUs occurs on the Board certification date following the applicable fiscal year in the performance period, such that the 2026 Second Tranche is expected to time vest in the first quarter of fiscal 2027 and the 2026 Third Tranche is expected to time vest in the first quarter of fiscal 2028.
FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE The following table presents, for each of the named executive officers, the number of shares of common stock acquired upon the exercise of stock options and the vesting of stock awards during the fiscal year ended March 31, 2026, and the aggregate value realized upon the exercise or vesting of such awards.
FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Samuel Wilson | 609,510 | 1,159,547 | | Kevin Kraus | 261,121 | 498,447 | | Laurence Denny | 155,037 | 295,817 | | Hunter Middleton | 254,060 | 481,841 | | Suzy Seandel | 127,197 | 237,636 |
FISCAL 2026 OPTION EXERCISES AND STOCK VESTED TABLE
(1)The value reported is the closing market price of a share of our common stock on the Nasdaq, as applicable, on the date of vesting multiplied by the number of shares that vested on that date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Potential Payments
Potential Payments The tables below quantify the potential payments and other benefits that would be received by our named executive officers from the Company under the Prior Policy or the Policy (as applicable) upon (a) a constructive termination of employment in connection with a change-in-control and (b) a constructive termination of employment not in connection with a change-in-control or upon death or disability at any time, subject to the named executive officer’s execution of a release of claims and compliance with restrictive covenants. The calculations assume: •that the triggering event took place on March 31, 2026, the last business day of our last completed fiscal year; and •the closing price of our common stock on the Nasdaq as of March 31, 2026 was the value of the consideration paid for each share of our common stock in the change-in-control, which we refer to as the “Transaction Price,” for purposes of determining the satisfaction of performance requirements under the outstanding PSU awards. As described above, the occurrence of a change-in-control would not by itself result in any payment or the provision of any benefits to a named executive officer. However, the satisfaction of the performance targets under the named executive officer’s PSU awards will be determined as of the date of such change-in-control in accordance with the applicable award agreement. The shares subject to such PSU awards will be deemed earned as of such date to the extent the performance targets as computed on this basis have been satisfied, but the awards will remain subject to any remaining service, or time-based vesting, requirements, unless and until the employment of the named executive officer is terminated in connection with the change-in-control.
CEO PAY RATIO
CEO PAY RATIO This section includes a comparison of the annual total income of our Chief Executive Officer, Mr. Wilson, against the median of the annual total compensation of all of our employees (other than Mr. Wilson), for our fiscal 2026, determined in accordance with SEC rules. The methodology we used to calculate the pay ratio is described below.
CEO PAY RATIO
| (A) Annual Total Compensation of Mr. Wilson(1) | $2,495,614 | | (B) Annual Total Compensation of Median 8x8 Employee | $98,000 | | (C) Ratio of A/B | 25.47 |
CEO PAY RATIO
(1)This amount equals Mr. Wilson’s compensation as reported in the Summary Compensation Table, consistent with the applicable SEC guidance. The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended, and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.
CEO PAY RATIO
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
CEO PAY RATIO
Methodology The annual total compensation of Mr. Wilson for fiscal 2026, as set forth in the table above, is the same amount as we reported for Mr. Wilson in the Summary Compensation Table above and was calculated in accordance with Item 402(c) of Regulation S-K. ▪We determined the pool of qualifying employees (i.e., employees whose compensation data would be considered in our analysis) by identifying each individual who was a full-time, part-time, seasonal or temporary worker for 8x8 or any of our consolidated subsidiaries as of March 31, 2026. We identified 1,847 such qualifying employees, of which 557 were based in the United States and 1,290 were based outside of the United States, including 340 in the United Kingdom, 387 in Romania, 376 in Asia and the remainder in Canada, Portugal and elsewhere. For purposes of this analysis, we excluded consultants and other service-providers who were employed by an unaffiliated third party as of March 31, 2026. ▪We calculated their total target compensation by combining their annual base salary as of March 31, 2026 plus their annual variable compensation for fiscal 2026. ▪For employees who were paid in currency other than U.S. dollars, we converted the cash portion of their compensation into U.S. dollars based on the average (mean) exchange rate for the month ending March 31, 2026. ▪We then made de minimis exclusions of employees in countries where 8x8 did not have a significant presence, excluding a total of 87 employees. Such employees are based in the following jurisdictions: Australia - 19 employees, India - 24 employees, France - 16 employees, Ireland - 10 employees, Thailand - 8 employees, Bulgaria - 3 employees, Netherlands - 3 employees, Finland - 1 employee, Hong Kong - 1 employee, New Zealand - 1 employee, Spain - 1 employee. All employees based in the jurisdictions listed in the previous sentence were excluded from the pay ratio calculation. ▪We did not make any cost-of-living adjustments. Next, we ordered all of the qualifying employees based on their notional annual total compensation (calculated as described above) and identified the median as the employee in the middle of the ordered list. Once we identified our median employee, we determined the median employee’s total annual compensation, for purposes of the disclosure in the table above, in accordance with Item 402(c) of Regulation S-K.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure regarding executive compensation for our current and former principal executive officers (“PEOs”) and Non-PEO named executive officers (“Non-PEO NEOs”) and our performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.
Pay Versus Performance Table
| | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(1)(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | | Cash Flow From Operations(5) ($K) | | Fiscal Year | David Sipes ($) | Samuel Wilson ($) | David Sipes ($) | Samuel Wilson ($) | | | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income (Loss) ($K) | | | 2026 | — | 2,495,614 | — | 1,833,602 | 1,094,310 | 888,129 | 5.12 | 111.66 | 1,648 | 55,786 | | 2025 | — | 2,240,142 | — | 939,474 | 952,146 | 538,241 | 6.17 | 102.98 | (27,212) | 63,554 | | 2024 | — | 4,664,103 | — | 2,216,979 | 1,711,212 | 938,524 | 8.32 | 82.84 | (67,592) | 78,985 | | 2023 | 5,089,550 | 5,044,815 | (1,816,449) | 2,935,365 | 1,839,966 | 929,226 | 12.85 | 81.98 | (73,143) | 48,786 | | 2022 | 6,670,866 | — | (28,882,064) | — | 2,757,663 | (2,549,356) | 38.81 | 93.33 | (175,383) | 34,680 |
Pay Versus Performance Table
(1) Our PEOs were as follows: (a) David Sipes was our PEO for fiscal 2022; (b) Mr. Sipes and Samuel Wilson were our PEOs for fiscal 2023 and (c) Mr. Wilson was our PEO for fiscal 2024, 2025 and 2026.
Pay Versus Performance Table
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Pay Versus Performance Table
(2) The following are the adjustments made to the Summary Compensation Table totals for fiscal 2026 to determine the amounts shown as Compensation Actually Paid for the PEO and Non-PEO NEOs:
Pay Versus Performance Table
| Adjustment | | Samuel Wilson | Non-PEO NEOs (Average) | | (A) Pension Plans—Present Value: Deduct present value of pension benefit accruals | | N/A | N/A | | (B) Pension Plans—Add pension service cost and prior service cost | | N/A | N/A | | | (i) Add: Year-end fair value of equity awards granted in FY2026 that are outstanding and unvested at FYE | 1,540,958 | 512,426 | | | (ii) Add: Change in year-end fair value of equity awards granted in prior years that are outstanding and unvested at FYE | (483,261) | (146,043) | | | (iii) Add: Change in fair value from prior FYE to vesting date of awards granted in prior years that vested in FY2026 | (59,595) | (20,514) | | | (iv) Add: Fair value as of vesting date of awards granted and vested in the same fiscal year | — | — | | | (v) Deduct: Fair value at prior FYE of awards that failed to meet vesting conditions in FY2026 | — | — | | (C) = (i)+(ii)+(iii)+(iv)+(v) Total equity award adjustments | | 998,102 | 345,869 | | | (a) SCT Total | 2,495,614 | 1,094,310 | | | (b) Deduct: Grant date fair value of equity awards granted in FY2026 | (1,660,114) | (552,050) | | Compensation Actually Paid = (a) + (b) + (C) | | 1,833,602 | 888,129 |
Pay Versus Performance Table
(3) The Non-PEO NEOs for each fiscal year shown in the table were as follows: 2022 — Dejan Deklich, Stephanie Garcia, Matthew Zinn, Hunter Middleton, and Samuel Wilson; 2023 — Kevin Kraus, Matthew Zinn, Laurence Denny, Suzy Seandel, and Hunter Middleton; 2024 and 2025 — Kevin Kraus, Laurence Denny, Hunter Middleton, and Suzy Seandel; 2026 — Kevin Kraus, Laurence Denny, Hunter Middleton, and Suzy Seandel. Equity values are calculated in accordance with FASB ASC Topic 718. (4) The peer group used for this data is the S&P Software and Services Index. The comparison assumes $100 was invested for the period starting March 31, 2021, through the end of the listed fiscal year in each of 8x8 and the comparison index, and that all dividends were reinvested. (5) We determined cash flow from operations to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEOs and Non-PEO NEOs for our most recently completed fiscal year.
Financial Performance & Compensation Actually Paid (CAP)
Financial Performance & Compensation Actually Paid (CAP) While the Company considers many elements of financial performance in establishing the design of the executive compensation program, the key performance measures which link 8x8's performance with the compensation actually paid to our named executive officers for fiscal 2026 were:
Financial Performance & Compensation Actually Paid (CAP)
| Measure | Explanation | | Cash Flow From Operations | Represents the cash generated or used by the Company's business activities and is presented as net cash provided by operating activities in our Form 10-K. | | Service Revenue | Consists of revenue generated from communication services subscriptions, platform usage revenue, and related fees from our UCaaS, CCaaS, and CPaaS offerings. | | Non-GAAP Operating Profit | Non-GAAP Operating Profit excludes amortization of acquired intangible assets, stock-based compensation expense and related employer payroll taxes, transaction-related costs, certain legal and regulatory costs, and certain severance, transition and contract exit costs from GAAP Income from Operations. Management believes that these exclusions help capture the Company’s ongoing operating performance. | | Net New Annual Subscription Revenue | Net new annual subscription revenue is an internal operating metric equal to new subscription bookings minus revenue lost to full cancellations (churn) and partial reductions (down-sells, such as tier drops or reduced seat counts). |
Financial Performance & Compensation Actually Paid (CAP)
In fiscal 2026, the Company reinstated its annual cash incentive plan. As a result, our NEOs' compensation consisted of base salary, cash incentive plan awards, time-based restricted stock units (“RSUs”), and Executive Performance Plan PSUs (“EPP PSUs”). The EPP PSUs are subject to performance conditions tied to cumulative cash flow from operations (“CFFO”) and service revenue over three annual measurement periods (fiscal years 2026, 2027, and 2028), with time-based vesting following the Board's certification of each fiscal year's performance results.
Financial Performance & Compensation Actually Paid (CAP)
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Financial Performance & Compensation Actually Paid (CAP)
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
Financial Performance & Compensation Actually Paid (CAP)
| 1 | PROXY SUMMARY | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | NAMED EXECUTIVE OFFICER COMPENSATION | 4 | AUDIT MATTERS | 5 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 6 | INFORMATION ABOUT THE MEETING |
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS Our Board currently consists of eight directors, all of whom have agreed to be named as nominees and stand for re-election at the 2026 Annual Meeting and continue to serve as directors if elected. We believe that our director nominees, individually and together as a whole, possess the requisite skills, experience and qualifications necessary to carry out their duties and to serve the best interests of 8x8 and its stockholders. Each of the directors elected at the 2026 Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and until his or her successor has been duly elected and qualified.
PROPOSAL ONE — ELECTION OF DIRECTORS
| | | | | | Jaswinder Pal Singh | Monique Bonner | Andrew Burton | Todd Ford | | Age: 61 | Age: 55 | Age: 54 | Age: 59 | | Director Since: 2013 | Director Since: 2018 | Director Since: 2024 | Director Since: 2019 | | Occupation: Professor at Princeton University | Occupation: Former Executive and Chief Marketing Officer at Akamai | Occupation: Former Chief Executive Officer at commercetools GmbH | Occupation: General Partner at Windproof Partners | | | | | | | Alison Gleeson | Elizabeth Theophille | John Pagliuca | Samuel Wilson | | Age: 60 | Age: 59 | Age: 49 | Age: 57 | | Director Since: 2021 | Director Since: 2019 | Director Since: 2024 | Director Since: 2023 | | Occupation: Special Advisor and Portfolio Committee Member at Brighton Park Capital | Occupation: Chief Digital Officer of Sandoz Group AG | Occupation: Chief Executive Officer of N-able | Occupation: Chief Executive Officer of 8x8 |

DEF 14A of 8X8 Inc /De/

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

Board Tenure and Composition

COMPENSATION OF NON-EMPLOYEE DIRECTORS

COMPENSATION OF NON-EMPLOYEE DIRECTORS

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Fiscal 2026 Director Compensation Table

Fiscal 2026 Director Compensation Table

Fiscal 2026 Director Compensation Table

Fiscal 2026 Director Compensation Table

Fiscal 2026 Director Compensation Table

Fiscal 2026 Director Compensation Table

Compensation Aligned with Fiscal 2026 Performance

Compensation Aligned with Fiscal 2026 Performance

Elements of Executive Compensation

Compensation Design

Compensation Outcomes

Role of Compensation Consultant

Role of Compensation Consultant

Role of Compensation Consultant

Competitive Positioning

Competitive Positioning

Competitive Positioning

ANNUAL CASH INCENTIVE AWARDS

Employee Bonus Plan (EBP) Design

Employee Bonus Plan (EBP) Design

Target Annual Cash Incentive Award Opportunities for Fiscal 2026

Target Annual Cash Incentive Award Opportunities for Fiscal 2026

Target Annual Cash Incentive Award Opportunities for Fiscal 2026

Fiscal 2026 Performance Objectives and EBP Structure

Fiscal 2026 EBP Chart

Fiscal 2026 EBP Chart

Fiscal 2026 Target Achievement

Fiscal 2026 Target Achievement

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

LONG-TERM INCENTIVE COMPENSATION

Fiscal 2026 — Executive Performance Plan (Cash Flow from Operations and Service Revenue)

Fiscal 2026 — Executive Performance Plan (Cash Flow from Operations and Service Revenue)

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Earned Performance Stock Units

Equity Award Grant Practices

Accounting for Stock-Based Compensation

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE