DEF 14A of Yext, Inc., Apr 28, 2023

DEF 14A of Yext, Inc.

Filed Apr 28, 2023 · FY20230001104659-23-053032

Open on EDGAR

  1. Nominees for Election to a Three-Year Term Ending at the 2026 Annual Meeting

    Nominees for Election to a Three-Year Term Ending at the 2026 Annual Meeting Andrew Sheehan has served as a director since May 2008 and as our Lead Independent Director since March 2022. Since 2014, Mr. Sheehan has served as the Managing Member of Tippet Venture Partners, a venture capital firm. Mr. Sheehan was a Managing Director of Sutter Hill Ventures, a venture capital firm, from 2007 until February 2021. Mr. Sheehan has served on the Board of Directors of Quinstreet, a publicly held marketing technology company, since February 2017 and on the Board of Directors of Macondray Capital Acquisition Corp. I from June 2021 to January 2023. Mr. Sheehan also serves on the boards of directors of a number of private companies in the technology industry. Mr. Sheehan holds a B.A. in English from Dartmouth College and an MBA from the University of Pennsylvania Wharton School. Our Board of Directors has determined that Mr. Sheehan’s leadership experience, expertise as a venture capital investor and knowledge regarding the technology industry make him a qualified member of our Board of Directors. Jesse Lipson has served as a director since August 2012. Mr. Lipson has served as the founder and chief executive officer of Real Magic since October 2017. From January 2016 to March 2017, Mr. Lipson served as Corporate Vice President and General Manager of Cloud Services at Citrix, a publicly held network software company. Prior to that time, Mr. Lipson was Chief Executive Officer of ShareFile, a network software company, from 2005 to 2011, when it was acquired by Citrix. Mr. Lipson held various leadership positions with Citrix between October 2011 and his appointment as Corporate Vice President and General Manager of Cloud Services in January 2016. Mr. Lipson holds a B.A. in Philosophy from Duke University. Our Board of Directors has determined that Mr. Lipson’s extensive experience as an entrepreneur in the technology industry makes him a qualified member of our Board of Directors. Tamar Yehoshua has served as a director since October 2017. Ms. Yehoshua has served as Venture Partner at IVP since April 2023. Prior to that, Ms. Yehoshua served as chief product officer of Slack from January 2019 to February 2023. From 2013 to January 2019, Ms. Yehoshua served as vice president of product management at Google, Inc., and as a director of product management from 2010 to 2013. Prior to joining Google, Ms. Yehoshua served as vice president for advertising technology at A9, an Amazon company, from 2005 to 2010, and director of engineering from 2004 to 2005. She previously served in senior engineering leadership roles at Reasoning, Inc., a privately held application service provider specializing in software quality and modernization, from 2002 to 2004, and Noosh, Inc., a privately-held marketing services platform provider, from 1999 to 2002. Ms. Yehoshua served on the board of directors of ServiceNow, Inc., a publicly held enterprise cloud computing software company, from March 2019 to December 2020, and RetailMeNot, Inc., an online provider of coupon services formerly listed on the Nasdaq Global Select Market, from December 2015 until its sale in May 2017 to Harland Clarke Holdings Corp. Ms. Yehoshua holds a Bachelor of Arts degree in Mathematics from the University of Pennsylvania and a Master’s degree in Computer Science from The Hebrew University of Jerusalem. Our Board of Directors has determined that Ms. Yehoshua’s extensive experience developing and managing products in the technology industry make her a qualified member of our Board of Directors.

  2. Class I and Class II Directors

    Class I and Class II Directors Shane Battier has served as a director since June 2021. Mr. Battier has served as Operating Advisor at Arctos Sports Partners since September 2022. From April 2016 through June 2021, Mr. Battier served as the Miami Heat’s Vice President of Analytics and Basketball Development. Mr. Battier has served as a director for Authentic Restaurant Brands, a privately held corporation, since January 2022, and on the board of directors of BOA Acquisition Corp., a publicly traded corporation, from December 2020 to October 2022. Mr. Battier is also the founder of the Battier Take Charge Foundation, which is dedicated to providing educational and developmental resources for underserved youth communities. He serves as a Senior Fellow for the Fuqua Center on Leadership and Ethics at Duke University’s Fuqua School of Business and is a member of the National Advisory Board for the Positive Coaching Alliance. Mr. Battier received his undergraduate degree from Duke University where he was an Academic All- American and NCAA Basketball Champion. Our Board of Directors has determined that Mr. Battier’s accomplishments as a businessman, philanthropist and professional athlete make him a qualified member of our Board of Directors. Brian Distelburger has served as a member of our Board of Directors since our inception in 2006 and also previously served as our Chief Revenue Officer until October 2022. Prior to co-founding Yext, Mr. Distelburger founded and served as a senior manager of a privately held software company. From September 2012 until its sale in April 2016, Mr. Distelburger served as chairman of the board of directors of Food Genius, Inc., a privately held food service data provider. Mr. Distelburger also serves on the board of Tech:NYC. Mr. Distelburger holds a Bachelor’s degree from Cornell University. Our Board of Directors believes that Mr. Distelburger’s knowledge of our Company as a Co-Founder and as a thought leader in the digital knowledge industry allows him to make valuable contributions to the Board of Directors. Julie Richardson has served as a director since May 2015. From November 2012 to October 2014, Ms. Richardson was a Senior Adviser to Providence Equity Partners LLC, a global asset management firm. From April 2003 to November 2012, Ms. Richardson was a Partner and managing director at Providence Equity, a private equity investment fund, and oversaw its New York office. Prior to Providence Equity, Ms. Richardson served as Global Head of JP Morgan’s Telecom, Media and Technology Group, and was previously a managing director in Merrill Lynch & Co.’s investment banking group. Ms. Richardson has served on the boards of directors of UBS Group AG, a publicly held financial services company, since May 2017 and Datadog, Inc., a publicly held software company, since May 2019. Ms. Richardson previously served on the boards of directors of Arconic from 2016 to 2018, The Hartford Financial Group from 2014 to 2020 and VEREIT from 2015 to 2021. Ms. Richardson holds a B.B.A from the University of Wisconsin-Madison. Our Board of Directors has determined that Ms. Richardson’s financial skills and investment management and financial services experience make her a qualified member of our Board of Directors. Evan Skorpen has served as a director since September 2022. Mr. Skorpen has served as a Partner and the public portfolio manager at Lead Edge Capital since September 2018. Prior to that, Mr. Skorpen served as an investor at ValueAct Capital from August 2015 to August 2018 and at Hellman & Friedman from July 2013 to July 2015. Mr. Skorpen holds a B.A. in Mathematics and Economics from Williams College. Our Board of Directors has determined that Mr. Skorpen’s leadership experience, his expertise as a professional investor and his experience in advising companies make him a qualified member of our Board of Directors. Michael Walrath has served as our Chief Executive Officer since March 2022 and has served as the Chairman of our Board of Directors since March 2011 and as a director since November 2009. Mr. Walrath was the Founder and Chief Executive Officer of Right Media, an online advertising company, from January 2003 until its acquisition by Yahoo! in 2007. Mr. Walrath has served on the Board of Directors of a publicly traded corporation, Lerer Hippeau Acquisition Corp. from March 2021 to December 2022, and also sits on the boards of directors of a number of private software and media companies. Mr. Walrath holds a B.A. in English from the University of Richmond. Our Board of Directors has determined that Mr. Walrath’s extensive experience as an entrepreneur in the technology and advertising industries, as well as his experience leading and advising high-growth companies, makes him a qualified member of our Board of Directors. Hillary Smith has served as a director since October 2020. Ms. Smith has served as an operating partner at Craft Ventures since September 2019 and also serves as a consultant to various technology companies. Previously, Ms. Smith served as general counsel at a number of public and private technologies companies most recently Square, Inc., from December 2016 to March 2018. From July 2015 to October 2016, Ms. Smith served as general counsel and corporate secretary for Zenefits, and from May 2010 to June 2015, she served as general counsel to SuccessFactors, Inc. Ms. Smith has served on the Board of Directors of QuinStreet, a publicly held marketing company, since April 2021 and on the Board of Directors at Elevate Services, Inc., a private company that offers consulting, technology, and services to law departments and law firms, since November 2018. Ms. Smith also serves on the advisory boards of other technology companies and non-profits. Ms. Smith holds a B.A. in History from Montana State University-Bozeman and a J.D. from Cornell Law School. Our Board of Directors has determined that Ms. Smith’s experience advising technology companies on legal and regulatory matters makes her a qualified member of our Board of Directors. Seth Waugh has served as a director since March 2020. Mr. Waugh has been the Chief Executive Officer of The PGA of America since 2018 and a Senior Advisor at Silver Lake since 2017. Since 2015 Mr. Waugh has served on the board of directors of Franklin Resources, Inc. He has also served on the advisory board of Workday, Inc. since June 2014 and as the non-executive chairman of Alex Brown, a division of Raymond James, since September 2016. Previously, he was a Managing Director at Silver Lake, in 2018 and Vice Chairman of Florida East Coast Industries, LLC, the parent company of several commercial real estate, transportation and infrastructure companies based in Florida, from 2013 to 2017. He served on the FINRA Board of Governors from 2009 to 2015. From 2000 to 2013, Mr. Waugh served in various roles at Deutsche Bank Americas, including Chief Executive Officer and Chairman of the Board of Directors of Deutsche Bank Securities Inc. Earlier in his career, he served as Chief Executive Officer of Quantitative Financial Strategies, a hedge fund. Mr. Waugh also served in various capacities at Merrill Lynch over eleven years, including Co-head of Global Debt Markets. Our Board of Directors has determined that Mr. Waugh’s financial skills and investment management and financial services experience make him a qualified member of our Board of Directors.

  3. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board of Directors has delegated to the nominating and governance committee the responsibility of identifying individuals qualified to become board members and recommending to the Board of Directors nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board of Directors or management. In its evaluation of director candidates, including the members of the Board of Directors eligible for reelection, the nominating and governance committee will consider the current size and composition of the Board of Directors and the needs of the Board of Directors and its committees. Some of the factors that our nominating and governance committee considers include, without limitation, character, integrity, judgment, diversity, including diversity in terms of gender, race, ethnicity and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and similar factors. Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing Board of Directors, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that are required of a member of the Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities. The nominating and governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources. Stockholders should submit recommendations for director candidates to our General Counsel or the Legal Department, at 61 Ninth Avenue, New York, New York 10011. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership. A stockholder that wants to nominate a candidate for election to the Board should direct the nomination by written notice to the Corporate Secretary and must meet the deadlines and other requirements set forth in the Company’s bylaws and the rules and regulations of the SEC. See “Requirements, Including Deadlines, For Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders” for more information.

  4. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The following table sets forth information concerning compensation earned by the non-employee members of our Board of Directors in fiscal 2023. Michael Walrath served as a non-employee director until his appointment as our Chief Executive Officer in March 2022. Information concerning the compensation earned by Mr. Walrath in fiscal 2023, including compensation for his services as a director prior to his appointment as Chief Executive Officer, is set forth in the section titled “Executive Compensation.” Brian Distelburger, who served as our Chief Revenue Officer in fiscal 2023, was also a director in fiscal 2023 but did not receive any additional compensation for his services as a director. Information concerning the compensation earned by Mr. Distelburger in fiscal 2023 is set forth in the section titled “Executive Compensation.”

  5. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards ($)(1)(2) | Total ($) | | Shane Battier | 32,607 | 140,638 | 173,245 | | Jesse Lipson | 45,000 | 140,638 | 185,638 | | Julie Richardson | 49,271 | 140,638 | 189,909 | | Andrew Sheehan | 47,500 | 140,638 | 188,138 | | Evan Skorpen(3) | 7,500 | 278,170 | 285,670 | | Hillary Smith | 39,411 | 140,638 | 180,049 | | Seth Waugh | 29,858 | 140,638 | 170,496 | | Tamar Yehoshua | 37,500 | 140,638 | 178,138 |

  6. Compensation of Non-Employee Directors

    | (1) Represents the aggregate grant-date fair value of the awards as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. These amounts may not correspond to the actual value that may be received by the independent directors. |

  7. Compensation of Non-Employee Directors

    | (2) All non-employee directors other than Mr. Skorpen, who joined the Company during fiscal 2023, were granted 25,996 restricted stock units or restricted stock awards on June 14, 2022. All of the shares subject to the awards vest on June 14, 2023, subject to the director’s continued service to the Company on such date. |

  8. Compensation of Non-Employee Directors

    | (3) Mr. Skorpen joined the Board of Directors on September 30, 2022 and fees earned reflect a pro-rated portion for service on the Board. The value of Mr. Skorpen’s stock awards consists of the aggregate grant-date fair value of 62,370 restricted stock units granted in connection with Mr. Skorpen joining the Board of Directors. One-third of the shares subject to award shall vest on September 30, 2023, and then annually thereafter on each September 30, subject to Mr. Skorpen’s continued service to the Company on such date until the award is fully vested on September 30, 2025. |

  9. Compensation of Non-Employee Directors

    We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board of Directors and committee meetings. The following table lists all outstanding options, restricted stock and restricted stock unit awards held by our non-employee directors and former non-employee director as of January 31, 2023:

  10. Compensation of Non-Employee Directors

    | Name | Option Awards (#) | Stock Awards (#) | | Shane Battier | — | 40,499 | | Jesse Lipson | — | 47,830(1) | | Julie Richardson | 150,000 | 70,307(2) | | Andrew Sheehan | — | 25,996 | | Evan Skorpen | — | 62,370 | | Hillary Smith | — | 31,999 | | Seth Waugh | — | 32,485 | | Tamar Yehoshua | — | 25,996 |

  11. Compensation of Non-Employee Directors

    | (1) The amount includes 21,834 vested but deferred restricted stock units. |

  12. Compensation of Non-Employee Directors

    | (2) The amount includes 44,311 vested but deferred restricted stock units |

  13. Outside Director Compensation Policy

    Outside Director Compensation Policy Members of our Board of Directors who are not employees are eligible for awards pursuant to our Outside Director Compensation Policy in the form of cash and/or equity, as described below. In 2023 and effective in Q2 of fiscal 2024, we updated our Outside Director Compensation Policy.

  14. Executive Compensation Philosophy, Objectives and Design

    | ● | Our compensation committee directly engages an independent compensation consultant, Compensia, to provide analysis for the annual executive compensation review and guidance on other executive compensation matters independent of management. |

  15. Executive Compensation Philosophy, Objectives and Design

    | ● | Our compensation committee reviews external market data when making compensation decisions and annually reviews our peer groups with its independent compensation consultant. |

  16. Executive Compensation Philosophy, Objectives and Design

    | ● | We do not provide guaranteed minimum annual cash incentive compensation. |

  17. Executive Compensation Philosophy, Objectives and Design

    | ● | We provide for single trigger acceleration benefits upon a change of control only to Mr. Walrath, and only if relevant stock price targets are satisfied. |

  18. Executive Compensation Philosophy, Objectives and Design

    | ● | We do not provide excessive severance or change of control related benefits. |

  19. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives We operate in a highly competitive business environment, which is characterized by frequent technological advances and rapidly changing market requirements. To successfully grow our business in this dynamic environment, we must continually develop and refine our products and services to support our customers’ needs. To achieve these objectives, we require a highly talented and seasoned team of technical, sales, marketing, operations, and other business professionals. The market for skilled personnel in the software industry is very competitive. We compete with other companies in our industry globally and other companies in the major metropolitan areas in the United States to attract and retain a skilled management team. To attract and retain qualified executive candidates, our compensation committee seeks to develop competitive compensation packages while rewarding named executive officers for performance. At the same time, our compensation committee is sensitive to the need to balance both market competitive and internal equity considerations. We believe compensation should serve to align the interests of named executive officers with the interests of shareholders in maximizing shareholder value. To meet this challenge, we have embraced a compensation philosophy of offering our named executive officers competitive total direct compensation, which is comprised of base salary, short-term cash incentive compensation and long-term equity awards, in addition to employee benefits and severance and change of control protections. We believe this philosophy allows us to attract, retain, and motivate talented executives who have the skills and abilities needed to drive our desired business results while aligning the incentives of our named executive officers with our stockholders’ interests. The specific objectives of our executive compensation program are to:

  20. Executive Compensation Philosophy and Objectives

    | ● | Align incentives of our executives to create long-term value for our stockholders. |

  21. Executive Compensation Program Design

    Executive Compensation Program Design Our executive compensation program reflects our stage of development as a growing publicly-traded company. To support our growth objectives and reinforce a strong pay-for-performance culture, the majority of total direct compensation for our named executive officers is variable compensation in the form of cash incentive compensation tied to the achievement of our short-term financial objectives and equity awards tied to the long-term performance of our common stock. We believe these incentives in turn align the interests of our named executive officers with those of our stockholders. Within this overall framework, our compensation committee reviews each component of executive compensation separately and relative to the overall compensation package to determine whether such amounts and mix of components further the objectives of our executive compensation program. Additionally, we designed our executive compensation program to provide competitive total direct compensation. To assess the competitiveness of our total direct compensation, the compensation committee considers the total direct compensation at companies in our compensation peer group at the 50th and 75th percentile; however, the compensation committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In establishing target total direct compensation for each of our named executive officers, the compensation committee may also take into account each named executive officer’s prior experience, in terms of former employers and roles at such employers, the prevalence of executives with a comparable level of skill and experience and potential competitors for such executive’s talent. We believe our executive compensation program is appropriate for a company of our size, in our industry, and in our stage of growth. As the Company matures, we will continue to evaluate our executive compensation program and governance practices. We offer cash compensation in the form of base salaries and annual cash incentive compensation opportunities. Cash incentive compensation is used to create meaningful variation in actual total cash compensation based on differences in business results in a given year. In recent years, we have structured our annual cash incentive compensation opportunities to focus on the achievement of specific annual financial objectives that we believe will further our longer-term growth objectives. While discretion may be exercised to increase a named executive officer’s cash incentive compensation based on individual results, cash incentive compensation is largely based on the Company’s financial performance. Additionally, equity awards serve as a key component of our executive compensation program. Currently, we grant restricted stock units to deliver market competitive levels of compensation and to provide executives with value realized over time based on the long-term performance of our common stock. We believe that by providing equity awards with multi-year vesting provisions, we incentivize and reward our named executive officers for long-term corporate performance based on the value of our common stock and, thereby, align the interests of our named executive officers with those of our stockholders. In addition, the compensation committee believes that offering meaningful equity ownership with multi-year vesting provisions assists us in retaining our named executive officers. Finally, we offer executives standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and 401(k) plans. We pay all of the premiums of health and welfare benefit plans for our named executive officers, but do not fully pay premiums for all employees. Our compensation committee evaluates our compensation philosophy and executive compensation program as circumstances require, and reviews compensation for our named executive officers annually, generally in the second quarter of the fiscal year. As part of this review, we expect that our compensation committee will apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our executive compensation remains competitive and that we meet our retention objectives, as well as the cost to the Company if we were required to find a replacement for a named executive officer. Adjustments to a named executive officer’s compensation made in connection with this review generally occur in the second quarter of the fiscal year with adjustments to cash compensation generally effective as of May 1 of the fiscal year and, unless further adjusted by the compensation committee, remaining in effect for the remainder of that fiscal year until May 1 of the subsequent fiscal year.

  22. Role of Compensation Consultant

    Role of Compensation Consultant Our compensation committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit, in connection with carrying out its duties. In fiscal 2023, our compensation committee continued to engage Compensia, a national compensation consulting firm, to advise on our executive and non-employee director compensation strategy and guiding principles, our current executive total compensation levels relative to competitive market practices, our compensation peer group, and potential executive compensation decisions. Compensia reports directly to our compensation committee and attends meetings of our compensation committee, as requested. Although our compensation committee considers the recommendations of Compensia as to our executive and non-employee director compensation programs, these recommendations are only one factor in our compensation committee’s decision-making process. In fiscal 2023, Compensia did not provide any services to us other than the services provided to our compensation committee. Our compensation committee has assessed the independence of Compensia in fiscal 2023 taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for our compensation committee.

  23. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, we refer to the pay practices of our peer companies as well as industry surveys, including the Radford Global Technology Survey, and where appropriate, a broader set of industry comparable practices.

  24. Competitive Positioning

    Competitive Positioning With the assistance of Compensia, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. The compensation committee reviews our compensation peer group at least annually and adjusts its composition, as necessary, based on changes in both our business and the businesses of the companies in the peer group. For fiscal 2023, the selection criteria for our compensation peer group targeted companies with comparable software as a service business models and business software applications, with annual revenues generally between $186 million and $743 million, and market capitalization generally between approximately $516 million and $4.6 billion. Our compensation peer group for fiscal 2023 included the following companies:

  25. Competitive Positioning

    | 8x8 | Alteryx | AppFolio | | Cardlytics | ChannelAdvisor | Domo | | Everbridge | Model N | N-able | | Ping Identity | Progress Software | Q2 Holdings | | SailPoint Tech. | SPS Commerce | Sumo Logic | | Upland Software | Zuora | |

  26. Competitive Positioning

    In setting the various elements of compensation for our named executive officers, our compensation committee reviews target total direct compensation (which is comprised of base salary, short-term cash incentive compensation and long-term equity awards vesting in a given calendar year) and the elements thereof for our named executive officers and those of similarly situated executives of our compensation peer group. Compensia provided data at varying percentiles for such compensation, and our compensation committee used these data as market reference points. For certain named executive officers, the data from the peer group may be supplemented with survey information where we believe the peer group alone does not provide sufficient information for similarly situated executives or when we believe the peer information is otherwise not comparable. While our compensation committee reviews compensation information of the peer group and survey information as elements in determining a competitive level of compensation, our compensation committee considers other factors in setting actual compensation, including prior experience, compensation history, potential competitors for such executive’s talent, the overall competitive market for our executives, the alignment between the market-based positions and the actual responsibilities of our executives, each executive’s contributions and performance, internal parity, the scope of each executive’s responsibility, the value of each executive’s unvested equity holdings, our short-and long-term objectives, and prevailing market conditions.

  27. Base Salary

    Base Salary Base salary is the primary fixed component of our executive compensation program, which we use to compensate our named executive officers for the scope and impact of their job. Generally, we establish the initial base salaries of our named executive officers through arm’s-length negotiation at the time we hire the individual named executive officer, taking into account his position, qualifications, experience, salary expectations, compensation data from surveys of similarly-situated companies in our compensation peer group, and the base salaries of our other executives. Thereafter, our compensation committee reviews the base salaries of each named executive officer annually and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a named executive officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market conditions, as appropriate. Our compensation committee reviewed our executive compensation program, including the base salaries of our named executive officers in the second quarter of fiscal 2023. Our compensation committee considered the peer group compensation data provided by Compensia, the recommendations of our CEO (except with respect to his own base salary), as well as other relevant factors, including, among others, the performance and contributions of each of our named executive officers and the heightened competition for experienced leadership in our industry. The base salaries of our named executive officers in fiscal 2023 were as follows:

  28. Cash Incentive Compensation

    Cash Incentive Compensation We use cash incentive compensation to motivate our named executive officers to achieve our annual financial objectives while making progress towards our longer-term strategic and growth goals. Accordingly, cash incentive compensation is used to create meaningful differences in total cash compensation to reflect differences in business results in a given year. Our executive bonus plan allows our compensation committee to provide cash incentive compensation to employees selected by our compensation committee, including our named executive officers. Our compensation committee administers our omnibus employee incentive plan (the “Employee Incentive Plan”). Generally in the first quarter of each fiscal year, following the Board of Director’s approval of our annual operating plan, our compensation committee adopts an incentive compensation plan for executives for the applicable fiscal year under our Employee Incentive Plan, or the executive bonus plan. As a part of creating the executive bonus plan, the compensation committee establishes the plan participants, the size of the target cash incentive compensation pool, the performance goals to be used to determine whether to make payouts, the associated target levels for each performance goal, and the potential payouts based on actual performance for the fiscal year. The compensation committee in its sole discretion may determine the performance goals (if any) applicable to any award or portion of an award, which may include the attainment of one or more financial, operational, or business objectives. The performance goals may be consistent across all Employee Incentive Plan participants or differ from participant to participant and from award to award. Generally, in the second quarter of each fiscal year, our compensation committee establishes target annual cash incentive compensation opportunities for each named executive officer. Adjustments to a named executive officer’s compensation made in connection with this review is generally effective as of May 1 of the fiscal year and, unless further adjusted by the compensation committee, remains in effect for the remainder of that fiscal year until May 1 of the subsequent fiscal year. The target annual cash incentive compensation opportunities for each named executive officer for any fiscal year is subject to the terms of the executive bonus plan for that fiscal year as described in the paragraph above. Achievement of performance goals and the amount of the cash incentive compensation to be awarded to each named executive officer are determined by our compensation committee after the end of the applicable performance period based on our actual performance relative to the performance goals. As the administrator of our Employee Incentive Plan, the compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the incentive pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. Our Board of Directors and our compensation committee in their sole discretion have the authority to amend, suspend or terminate our Employee Incentive Plan, provided such action does not impair the existing rights of any participant with respect to any earned awards. Actual awards are paid in cash only after performance goals have been achieved and require continued employment through the last day of the performance period and the date the actual award is paid. Payment of awards occurs as soon as administratively practicable after they are earned, but no later than within the timeline set forth in our Employee Incentive Plan. Our compensation committee reviewed our executive compensation program, including the target annual cash incentive compensation opportunities for our named executive officers in the second quarter of fiscal 2023. The target annual cash incentive compensation opportunities under our executive bonus plan for our named executive officers during the fiscal year ended January 31, 2023, were as follows:

  29. Cash Incentive Compensation

    | Named Executive Officer(1) | Fiscal 2023 Executive Bonus Plan Target Award Opportunity ($) | | Michael Walrath(2) | — | | Darryl Bond(3) | 240,925 | | Marc Ferrentino(4) | 319,247 | | Ho Shin | 195,000 | | Brian Distelburger | 265,000 |

  30. Cash Incentive Compensation

    (1) Messrs. Lerman, Cakebread and Rudnisky terminated employment prior to the end of fiscal 2023 and were not eligible for cash incentive compensation with respect to fiscal 2023. For additional information, please see the section titled “—Executive Team Adjustments” below. (2) Mr. Walrath joined as our chief executive officer effective March 25, 2022. He was not eligible for a bonus in fiscal 2023. (3) Mr. Bond’s target bonus was adjusted from $187,500 to $250,000 effective March 25, 2022 on a pro-rated basis in connection with his appointment as our Chief Financial Officer. For additional information, please see the section titled “—Executive Team Adjustments” below. (4) Mr. Ferrentino’s target bonus was adjusted from $265,000 to $325,000 effective March 7, 2022 on a pro-rated basis in connection with his appointment as our President and Chief Operating Officer. For additional information, please see the section titled “—Executive Team Adjustments” below.

  31. Fiscal 2023 Executive Bonus Plan

    Fiscal 2023 Executive Bonus Plan In considering the relevant performance goals for the named executive officers the compensation committee seeks to encourage an efficient level of revenue growth and profitability that are aligned with the interests of the Company’s stockholders. The compensation committee determines the target levels for each of these performance goals in consultation with management after taking into consideration our performance for the current and immediately preceding fiscal year. To that end, with respect to the executive bonus plan for fiscal 2023 (the “Fiscal 2023 Executive Bonus Plan”) the compensation committee established fiscal 2023 total revenue of $407.3 million and non-GAAP net loss of $22.8 million, as the relevant performance goals, which were weighted 67% and 33%, respectively. While the compensation committee regularly reviewed our executive compensation program in fiscal 2023 and the expected payouts under the program, the compensation committee did not adjust the performance goals for our Fiscal 2023 Executive Bonus Plan, despite the impact of foreign exchange rates and other macro-economic factors on our business. Non-GAAP net loss is the GAAP loss attributable to common stockholders adjusted for stock-based compensation expense. These performance objectives should not be interpreted as a prediction of how the Company will perform in future periods. As described above, the purpose of these objectives was to establish a method for determining the payment of annual cash incentive compensation. You are cautioned not to rely on these performance goals as a prediction of our future performance. A named executive officer’s cash incentive compensation, if any, is computed using a payout percentage, based on the weighted average of the achievement percentages for each performance goal, applied to the named executive officer’s target annual cash incentive compensation opportunity. First, an achievement percentage for each performance goal is computed based upon the Company’s actual performance relative to the performance goals established by the compensation committee. Each achievement percentage is then subject to a multiplier. If actual total revenues for the performance period exceeds or falls below the performance goal established by the compensation committee for such performance period, each 0.1% achievement above or below the performance goal increases or reduces the revenue achievement percentage by 1.0%, respectively. However, if actual total revenues does not equal or exceed 90% of the revenue performance goal, then the achievement percentage for total revenue would be reduced to zero. If actual non-GAAP net loss exceeds or falls below the performance goal established by the compensation committee for such performance period, each 0.1% achievement above or below the performance goal increases or reduces the non-GAAP net loss achievement percentage by 0.2%, respectively. After the achievement percentage for each performance goal has been computed as described above, the percentages are weighted according to the weightings the compensation committee ascribed to each performance goal to determine the payout percentage. However, if the weighted average of the total revenue and non-GAAP net loss achievement percentages, without regard to the respective multipliers, is less than 50%, no cash incentive compensation will be paid. In addition, each named executive officers’ cash incentive compensation is subject to a maximum payout equal to 150% of the named executive officer’s target annual cash incentive compensation opportunity and the compensation committee reserved discretion to reduce the bonus payout percentage. While the Fiscal 2023 Executive Bonus Plan allows for the discretion of the compensation committee to adjust a named executive officer’s cash incentive compensation based on individual results, performance and contributions during the performance period and other factors, actual cash incentive compensation paid to the named executive officers are predominantly based on the Company’s performance relative to the performance goals established by the compensation committee. For fiscal 2023, total revenue was $ 400.9 million and non-GAAP net loss was $2.9 million, and the resulting payout percentage were calculated as follows:

  32. Fiscal 2023 Executive Bonus Plan

    | Performance Goal | Performance Goal Weighting | Percentage of Target Achievement | Percentage of Target Payout | | Total Revenue | 67% | 98.42% | 56.39% | | Non-GAAP Net Loss | 33% | 187.47% | 90.73% | | Calculated Payout | | | 147.12% | | Payout Percentage (as adjusted by discretion of the Compensation Committee) | | | 100% |

  33. Fiscal 2023 Executive Bonus Plan

    For our named executive officers eligible to receive a fiscal 2023 bonus, the compensation committee used its discretion to cap payouts at 100%. Accordingly, the cash incentive compensation payable to the named executive officers under the Fiscal 2023 Executive Bonus Plan was:

  34. Fiscal 2023 Executive Bonus Plan

    | Named Executive Officer(1) | Fiscal 2023 Executive Bonus Plan Cash Incentive Compensation Payable | | Michael Walrath(2) | $— | | Darryl Bond | 240,925(3) | | Marc Ferrentino(4) | 319,247(4) | | Ho Shin | 195,000 | | Brian Distelburger | 265,000 |

  35. Fiscal 2023 Executive Bonus Plan

    | (1) Messrs. Lerman, Cakebread and Rudnisky did not earn cash incentive compensation with respect to fiscal 2023. For additional information, please see the section titled “—Executive Team Adjustments” below. |

  36. Fiscal 2023 Executive Bonus Plan

    | (2) Mr. Walrath joined as our chief executive officer effective March 25, 2022. He was not eligible for a bonus in fiscal 2023. |

  37. Fiscal 2023 Executive Bonus Plan

    | (3) As noted above, Mr. Bond’s target bonus was adjusted from $187,500 to $250,000 effective March 25, 2022 on a pro-rated basis in connection with his appointment as our Chief Financial Officer. This amount represents 100% of his bonus target on a pro-rated basis. |

  38. Fiscal 2023 Executive Bonus Plan

    | (4) Mr. Ferrentino’s target bonus was adjusted from $265,000 to $325,000 effective March 7, 2022 on a pro-rated basis in connection with his appointment as our President and Chief Operating Officer. This amount represents 100% of his bonus target on a pro-rated basis. |

  39. Fiscal 2023 Executive Bonus Plan

    In addition, in connection with the adoption of the Fiscal 2023 Executive Bonus Plan, the compensation committee established a separate pool of discretionary cash incentive compensation. Senior executives that participate in the Fiscal 2023 Executive Bonus Plan including the named executive officers other than our Chief Executive Officer are eligible for discretionary cash incentive compensation upon the recommendation of our Chief Executive Officer and approval by our compensation committee. The discretionary cash incentive compensation pool would only be funded up to a maximum of ten percent of the total cash incentive compensation pool, if the weighted average of the total revenue and non-GAAP net loss achievement percentages, without regard to the respective multipliers, exceeded 50%. Our named executive officers did not receive additional amounts under this additional cash incentive compensation pool.

  40. Equity Awards

    Equity Awards We grant equity awards with multi-year vesting provisions to incentivize and reward our named executive officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our named executive officers with those of our stockholders. Since the completion of our initial public offering, our equity awards have generally been made in the form of restricted stock units, or RSU, awards that are settled in shares of our common stock. Equity awards are generally subject to vesting over a three to five-year period based on continued employment, with awards subject to vesting in equal quarterly increments. We believe the time-based vesting requirement of our long-term equity incentive awards promotes retention by providing an incentive for our named executive officers to remain in our employment throughout the vesting period. The size of the equity awards that we grant to our named executive officers in connection with their hire is determined through arm’s-length negotiation, taking into account such factors as the named executive officer’s prospective role and responsibilities, the named executive officer’s expected cash compensation, the equity award’s potential incentive and retention value, survey data on the size of new-hire awards provided by similar companies to similarly-situated employees, and prevailing market conditions. On a periodic basis, most often annually, we also grant equity awards to our named executive officers as additional incentive to continue service with us or to recognize exceptional corporate and individual performance. In fiscal 2023 the compensation committee reviewed market data and analysis of the named executive officer’s unvested equity awards in the second quarter of the fiscal year. On June 28, 2022, our compensation committee approved the grant of a time-based RSU award to Mr. Shin in accordance with our historical practices. These RSU awards vest in equal quarterly increments over sixteen quarters beginning on September 20, 2022, and thereafter on a quarterly basis, in each case, subject to the applicable named executive officer’s continued service to us on each such vesting date. To determine the size of the fiscal 2023 RSU awards, the compensation committee considered many factors such as the competitiveness of the equity awards based on market data provided by the compensation committee’s consultant, including the market 50th and 75th percentile; the economic value of the named executive officer’s unvested equity awards and the ability of this equity to satisfy our retention objectives; the named executive officer’s performance, contributions, responsibilities, and experience; the equity award recommendations of our Chief Executive Officer (except with respect to his awards); and internal equity considerations. To assess the competitiveness of the proposed equity award, as one relevant factor in the analysis, the compensation committee reviewed each named executive officer’s intended total direct compensation on an annual basis over a four year period, which includes the projected value of current and proposed equity awards vesting in each year, applying a share price growth assumption to those awards. The vesting of all equity awards granted to our named executive officers in fiscal 2023 may be accelerated upon the termination of their employment under certain circumstances, as described under “Executive Compensation—Named Executive Officer Employment Agreements” and “—Potential Payments upon Termination or Change in Control”. See “Executive Compensation—Summary Compensation Table” and “—Grants of Plan-Based Awards” for further details about these awards.

  41. Executive Team Adjustments

    Executive Team Adjustments Lerman Resignation Howard Lerman resigned from his position as Chief Executive Officer of the Company effective March 25, 2022, at which time transitioned to a new role as an advisor to the Company pursuant to the terms of an advisory agreement with a term of one year. Effective March 25, 2022, unvested restricted stock units granted to Mr. Lerman were forfeited, and Mr. Lerman ceased participation in the Company’s Change in Control and Severance Policy. Walrath Appointment Effective March 25, 2022, Michael Walrath was appointed as our Chief Executive Officer. In connection with Mr. Walrath’s appointment, the Company entered into an employment letter with Mr. Walrath effective as of March 25, 2022. The employment agreement provides that Mr. Walrath will not receive any cash compensation and will receive an inducement award of 2,000,000 performance-based restricted stock units (the “PSUs”). The PSUs are subject a stand-alone PSU agreement. The PSUs become eligible to vest (“Eligible PSUs”) based upon achievement of the following stock price targets (measured based on the average closing price of the Company’s common stock for any 30 consecutive trading day period (“Stock Price Achievement”)):

  42. Executive Team Adjustments

    | ● | Tranche 1: 25% of the PSUs become Eligible PSUs upon Stock Price Achievement that equals or exceeds $15. |

  43. Executive Team Adjustments

    | ● | Tranche 2: 25% of the PSUs become Eligible PSUs upon Stock Price Achievement that equals or exceeds $17. |

  44. Executive Team Adjustments

    | ● | Tranche 3: 25% of the PSUs become Eligible PSUs upon Stock Price Achievement that equals or exceeds $19. |

  45. Executive Team Adjustments

    | ● | Tranche 4: 25% of the PSUs become Eligible PSUs upon Stock Price Achievement that equals or exceeds $21. |

  46. Executive Team Adjustments

    If any tranche becomes Eligible PSUs, then 1/16 of the Eligible PSUs of the applicable earned tranche will vest quarterly on each of June 20, September 20, December 20 and March 20, in each case subject to his continued service on each such date, provided that such service-based vesting requirement will be accelerated upon a change in control. Currently, Mr. Walrath receives no other compensation for this new role. Our compensation committee designed Mr. Walrath’s compensation program in this manner because it believed that doing so would best serve to align Mr. Walrath’s interests with those of shareholders in maximizing shareholder value. Cakebread Resignation Effective March 25, 2022, Mr. Cakebread resigned from his position as Chief Financial Officer of the Company effective March 25, 2022. In connection with his separation, our compensation committee approved (i) accelerated vesting of 100,000 outstanding and unvested restricted stock units, (ii) 6 months of base salary continuation, and (iii) a lump sum payment equal to 50% of his target annual bonus, subject to him signing and not revoking a release of claims with the Company following his termination date. Mr. Cakebread’s outstanding stock options from his 2017 grant forfeited upon his termination of employment. Bond Appointment Effective March 25, 2022, the Board has appointed Darryl Bond to succeed Mr. Cakebread as our Chief Financial Officer. In connection with Mr. Bond’s appointment as the Company’s Chief Financial Officer, effective March 25, 2022, Mr. Bond’s base salary was increased to $400,000 and his target annual cash incentive compensation was increased to $250,000. On March 8, 2022, Mr. Bond received a grant of 600,000 restricted stock units of which one-sixteenth of shares subject to award vests on June 20, 2022 and then quarterly thereafter on each of September 20, December 20 and March 20 of each year, in each case subject to his continued service on each such date. In granting this award, our compensation committee determined that it was appropriately-sized given the scope of Mr. Bond’s responsibility, the value of his unvested equity holdings, our short-and long-term objectives, and prevailing market conditions.

  47. 2023 Special Retention Program

    | Name and Principal Position | Cash Bonus ($)(1) | Restricted Stock Unit Awards (shares subject to award)(2) | | Marc Ferrentino | $308,750 | 50,000 | | Ho Shin | $273,000 | 30,000 | | David Rudnitsky(3) | $341,250 | 80,411 |

  48. 2023 Special Retention Program

    (1) Lump sum amount to be paid on the first payroll date of February 2023. (2) 100% of the restricted stock units shall vest on December 20, 2022. (3) Mr. Rudnitsky resigned effective June 7, 2022. His opportunity under the 2023 Retention Program was adjusted as described below. Our compensation committee believed that the 2023 Retention Program was necessary to incentivize the eligible named executive officers to maintain employment with us during fiscal year 2023. The 2023 Retention Program was subject to the terms of a letter agreement between the Company and each applicable named executive officer. To earn the benefits provided under the 2023 Retention Program, the applicable named executive officer was required to be continuously employed through the applicable payment or vesting date.

  49. Rudnitsky Resignation

    Rudnitsky Resignation On June 7, 2022, David Rudnitsky resigned from his position as Chief Revenue Officer of the Company effective immediately but remained an employee through September 30, 2022. In connection with his separation, Mr. Rudnitsky became entitled to receive (i) accelerated vesting of 87,525 restricted stock units from his outstanding and unvested grants;(ii) continued severance payments equal to 6 months of his annual base salary;(iii) a pro-rated portion of his target annual bonus, (iv) a pro-rated portion of his special retention cash bonus previously disclosed in the Company’s Current Report on Form 8-K filed on March 8, 2022;and (v) payments for 6 months of COBRA premiums. Mr. Rudnitsky outstanding stock options from his 2017 grant were immediately forfeited.

  50. Severance and Change of Control

    Severance and Change of Control Our Board of Directors has adopted a change of control and severance policy, which applies to our named executive officers. The material terms of this policy and the change of control provisions in our equity incentive plans are set forth in “Executive Compensation—Potential Payments upon Termination or Change in Control” below.

  51. “Parachute Payments” and Deferred Compensation

    “Parachute Payments” and Deferred Compensation Certain service providers may be subject to an excise tax under Section 4999 of the Internal Revenue Code if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and we, or a successor, may forfeit a deduction on the amounts subject to this excise tax under Section 280G of the Internal Revenue Code. Section 409A of the Internal Revenue Code (“Section 409A”) imposes significant additional taxes on a service provider if the service provider receives “deferred compensation” that does not meet the requirements of Section 409A. We do not provide (and did not have any agreements or obligations to provide) any of our named executive officers with a “gross-up” payment or other reimbursement for any excise tax liability that he might owe under Section 4999 or for any additional tax that he might owe under Section 409A.

  52. Accounting Considerations

    Accounting Considerations Authoritative accounting guidance on stock compensation requires measurement of the compensation expense for all share-based awards made to employees (such as our named executive officers) and directors based on the grant date “fair value” of the awards. Even though our named executive officers and directors may never realize any value from their equity awards, these values have been calculated for accounting purposes and reported in the tables below. This guidance also requires us to recognize the compensation cost of share-based awards in our income statements over the period that the named executive officer or director is required to continue service with us in order to vest in the equity award.

  53. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers.

  54. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael Walrath(4) Chief Executive Officer | 2023 | — | $11,435,000 | — | $7,362(5) | $11,442,362 | | Darryl Bond(6) Chief Financial Officer | 2023 | $396,250 | $3,552,000 | $240,925 | $9,323(7) | $4,198,498 | | Marc Ferrentino Chief Strategy Officer | 2023 | $496,154 | $3,848,000 | $319,247 | $308,750(8) | $4,972,151 | | | 2022 | 468,750 | 1,464,000 | 191,871 | — | 2,124,621 | | | 2021 | 450,000 | 2,311,500 | 207,885 | — | 2,969,385 | | Ho Shin(9) General Counsel | 2023 | $420,000 | $1,325,100 | $195,000 | $312,599(10) | $2,252,699 | | | 2022 | $415,000 | $732,000 | $141,374 | $39,845 | $1,328,219 | | | 2021 | $400,000 | $2,311,500 | $153,835 | $40,335 | $2,905,670 | | Howard Lerman Former Chief Executive Officer | 2023 | $76,923 | — | — | $39,844(11) | $116,767 | | | 2022 | 500,000 | 6,148,800 | — | $298,216 | $6,947,016 | | | 2021 | 500,000 | $3,082,000 | — | $262,235 | $3,844,235 | | Brian Distelburger Former President & COO | 2023 | $365,001 | — | $265,000 | $39,599(12) | $669,600 | | | 2022 | 365,000 | 1,464,000 | 194,556 | 109,398 | 2,132,954 | | | 2021 | 365,000 | 2,311,500 | 220,358 | 163,542 | 3,060,400 | | Steven Cakebread Former Chief Financial Officer | 2023 | $76,923 | — | — | $919,643(13) | $996,566 | | | 2022 | 495,000 | 4,392,000 | 319,457 | $25,312 | 5,231,769 | | | 2021 | 480,000 | — | 349,247 | $26,038 | 855,285 | | David Rudnitsky(14) Former Chief Revenue Officer | 2023 | $353,366 | $476,033 | $— | $993,226(15) | $1,822,625 | | | 2022 | 524,519 | 3,750,250 | 385,442 | $35,666 | 4,695,877 |

  55. Summary Compensation Table

    | (1) The amounts in this column represent the aggregate grant-date fair value of the award as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. These amounts may not correspond to the actual value that may be received by the named executive officers. |

  56. Summary Compensation Table

    | (2) The amounts reported represent the target amounts payable in the applicable fiscal year under our executive bonus plan. For additional information regarding our executive bonus plan, see “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation.” |

  57. Summary Compensation Table

    | (3) The amounts include 100% of the premiums paid for participation in our employee welfare benefits plan. We do not fully pay premiums for all employees. |

  58. Summary Compensation Table

    | (4) Mr. Walrath was not among the Company’s named executive officers in fiscal 2021 or 2022. |

  59. Summary Compensation Table

    | (5) Consists of compensation received in connection with Mr. Walrath’s service as a non-employee director prior to his appointment as our Chief Executive Officer. |

  60. Summary Compensation Table

    | (6) Mr. Bond was not among the Company’s named executive officers in fiscal 2021 or 2022. |

  61. Summary Compensation Table

    | (7) Consists of $1,448 of 401(k) matching contributions and $7,875 of premiums paid for participation in our employee welfare benefits plan. |

  62. Summary Compensation Table

    | (8) Consists of a cash retention bonus of $308,750. For more information on the retention bonus, see “Compensation Discussion and Analysis—2023 Special Retention Program.” |

  63. Summary Compensation Table

    | (9) Mr. Shin was not among the Company’s named executive officers in fiscal 2022. |

  64. Summary Compensation Table

    | (10) Consists of a cash retention bonus of $273,000, $1,400 of 401(k) matching contributions and $38,199 of premiums paid for participation in our employee welfare benefits plan. For more information on the retention bonus, see “Compensation Discussion and Analysis—2023 Special Retention Program.” |

  65. Summary Compensation Table

    | (11) Consists of $6,632 of premiums paid for participation in our employee welfare benefits plan and $33,212 of costs paid by the Company for security arrangements provided for Mr. Lerman and his family. |

  66. Summary Compensation Table

    | (12) Consists of $1,400 of 401(k) matching contributions and $38,199 of premiums paid for participation in our employee welfare benefits plan. |

  67. Summary Compensation Table

    | (13) Consists of $695,000 of accelerated equity based on closing price of Yext stock on termination date, $4,643 of premiums paid for participation in our employee welfare benefits plan and severance-related payments of $220,000. |

  68. Summary Compensation Table

    | (14) Mr. Rudnitsky was not among the Company’s named executive officers in fiscal 2021. |

  69. Summary Compensation Table

    | (15) Consists of $390,362 of accelerated equity based on closing price of Yext stock on termination date, $25,364 of premiums paid for participation in our employee welfare benefits plan, the prorated portion of $227,500 of a $341,250 cash retention bonus and severance-related payments of $350,000. For more information on the retention bonus, see “Compensation Discussion and Analysis—2023 Special Retention Program.” |

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of incentive plan-based awards made to each of our named executive officers during fiscal 2023. Each of these types of awards is discussed in “Compensation Discussion and Analysis” above.

  71. Grants of Plan-Based Awards

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Name | Grant Date | Target ($)(1) | Maximum ($)(2) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Michael Walrath(4) | 3/8/2022 | — | — | 2,000,000 | 11,435,000 | | Darryl Bond | — | $240,925 | $361,388 | — | — | | | 3/8/2022 | — | — | 600,000(5) | $3,552,000 | | Marc Ferrentino | — | $319,247 | $478,871 | — | — | | | 3/8/2022 | — | — | 600,000(5) | $3,552,000 | | | 3/8/2022 | — | — | 50,000(6) | $296,000 | | Ho Shin | — | $195,000 | $292,500 | — | — | | | 3/8/2022 | — | — | 30,000(6) | $177,600 | | | 6/28/2022 | — | — | 225,000(7) | $1,147,500 | | Howard Lerman(8) | — | — | — | — | — | | Brian Distelburger(9) | — | $265,000 | $397,500 | — | — | | Steven Cakebread(8) | — | — | — | — | — | | David Rudnitsky(8) | 3/8/2022 | — | — | 80,411(6) | $476,033 |

  72. Grants of Plan-Based Awards

    | (1) The amounts in this column represents the annualized target cash incentive compensation opportunities for fiscal 2023 under the Employee Incentive Plan. The cash incentive compensation granted to a named executive officer is based on the achievement of certain performance goals established by the compensation committee. If minimum performance goals established by the compensation committee are not achieved, no cash incentive compensation will be paid. See “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation” for additional information regarding performance goals and the computation of cash incentive compensation. |

  73. Grants of Plan-Based Awards

    | (2) The amounts in this column represent the maximum target cash incentive compensation opportunities under the Fiscal 2023 Executive Bonus Plan provided certain conditions have been satisfied. See “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation”. |

  74. Grants of Plan-Based Awards

    | (3) The amounts in this column represent the aggregate grant-date fair value of the award as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. These amounts may not correspond to the actual value that may be received by the named executive officers. |

  75. Grants of Plan-Based Awards

    | (4) Mr. Walrath joined as our chief executive officer effective March 25, 2022. He was not eligible for a bonus in fiscal 2023. Mr. Walrath’s inducement award of 2,000,000 PSUs is subject a stand-alone PSU agreement. The PSUs become eligible to vest based upon achievement of certain stock price targets, as further described in the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Executive Team Adjustments—Walrath Appointment.” |

  76. Grants of Plan-Based Awards

    | (5) Represents restricted stock units granted under our 2016 Plan. One-sixteenth of shares subject to award vested on June 20, 2022, and vests quarterly thereafter on each of September 20, December 20, March 20 and June 20, subject to the executive’s continued service on each such date, until the award is fully vested on March 20, 2026. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “—Potential Payments Upon Termination or Change in Control” below. |

  77. Grants of Plan-Based Awards

    | (6) Represents restricted stock units granted under our 2016 Plan. All shares subject to award fully vested on December 20, 2022. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “—Potential Payments Upon Termination or Change in Control” below. |

  78. Grants of Plan-Based Awards

    | (7) Represents restricted stock units granted under our 2016 Plan. One-sixteenth of shares subject to award vested on September 20, 2022, and vests quarterly thereafter on each of December 20, March 20, June 20 and September 20, subject to the executive’s continued service on each such date, until the award is fully vested on June 20, 2026. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “—Potential Payments Upon Termination or Change in Control” below. |

  79. Grants of Plan-Based Awards

    | (8) Messrs. Lerman, Cakebread and Rudnisky terminated employment prior to the end of fiscal 2023 and were not eligible for cash incentive compensation with respect to fiscal 2023. For additional information, please see the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components.” |

  80. Grants of Plan-Based Awards

    | (9) Mr. Distelburger stepped down as an executive officer of the Company effective October 7, 2022 and continued employment through March 8, 2023. |

  81. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2023. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table below. In each case vesting is subject to the named executive officer’s continued service on the applicable vesting date. For information regarding applicable vesting acceleration provisions, see “—Potential Payments Upon Termination or Change in Control”.

  82. Outstanding Equity Awards

    | | Option Awards | | | | | Stock Awards | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | | Michael Walrath | 3/8/2022(2) | — | — | — | — | 2,000,000 | 13,900,000 | | Darryl Bond | 3/8/2022(3) | — | — | — | — | 487,500 | 3,388,125 | | | 9/21/2021(4) | — | — | — | — | 52,500 | 364,875 | | | 6/29/2021(3) | — | — | — | — | 31,250 | 217,188 | | | 9/29/2020(3) | — | — | — | — | 26,250 | 182,438 | | | 6/12/2019(3) | — | — | — | — | 2,188 | 15,207 | | | 12/15/2016(5) | 28,000 | — | 7.18 | 12/15/2026 | — | — | | | 9/10/2015(5) | 15,000 | — | 5.00 | 9/10/2025 | — | — | | | 1/28/2015(5) | 40,000 | — | 3.06 | 1/12/2025 | — | — | | Marc Ferrentino | 3/8/2022(3) | — | — | — | — | 487,500 | 3,388,125 | | | 6/29/2021(3) | — | — | — | — | 62,500 | 434,375 | | | 9/29/2020(3) | — | — | — | — | 65,625 | 456,094 | | | 6/12/2019(3) | — | — | — | — | 18,750 | 130,313 | | | 12/21/2017(6) | 60,000 | — | 12.47 | 12/21/2027 | — | — | | | 4/28/2016(5) | 250,000 | — | 6.11 | 4/28/2026 | — | — | | | 12/3/2015(5) | 250,000 | — | 6.05 | 12/3/2025 | — | — | | Ho Shin | 6/28/2022(3) | — | — | — | — | 196,875 | 1,368,281 | | | 6/29/2021(3) | — | — | — | — | 31,250 | 217,188 | | | 9/29/2020(3) | — | — | — | — | 65,625 | 456,094 | | | 6/12/2019(3) | — | — | — | — | 3,125 | 21,719 | | | 9/9/2016(5) | 192,587 | — | 6.58 | 9/9/2026 | — | — | | Howard Lerman | 4/28/2016(5) | 1,100,000 | — | 6.11 | 4/28/2026 | — | — | | Brian Distelburger | 6/29/2021(3) | — | — | — | — | 62,500 | 434,375 | | | 9/29/2020(3) | — | — | — | — | 65,625 | 456,094 | | | 6/12/2019(3) | — | — | — | — | 10,625 | 73,844 | | | 4/28/2016(5) | 500,000 | — | 6.11 | 4/28/2026 | — | — |

  83. Outstanding Equity Awards

    | (1) The market value of unvested restricted stock units is based on the closing price of the Company’s common stock on January 31, 2023 of $6.95 per share. |

  84. Outstanding Equity Awards

    | (2) The PSUs are subject a stand-alone PSU agreement. The PSUs become eligible to vest based upon achievement of certain stock price targets, as further described in the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Executive Team Adjustments—Walrath Appointment.” |

  85. Outstanding Equity Awards

    | (3) One-sixteenth of shares subject to award vests on each of March 20, June 20, September 20 and December 20, beginning on the first such date in the fiscal quarter following the grant date. |

  86. Outstanding Equity Awards

    | (4) Forty percent of total shares subject to award vest in equal quarterly increments over the first four vesting dates, 30 percent of total shares subject to award vest in equal quarterly increments over the following four vesting dates, 20 percent of total shares subject to award vest in equal quarterly increments over the following four vesting dates, and 10 percent of total shares subject to award vest in equal quarterly increments over the final four vesting dates. |

  87. Outstanding Equity Awards

    | (5) Shares subject to the option are fully vested. One-fourth of the shares subject to the option vested ten months to one year after the grant date, and one thirty-sixth of the remaining shares subject to the option vested monthly thereafter. |

  88. Outstanding Equity Awards

    | (6) Shares subject to the option are fully vested. One-twelfth of shares subject to the option vested on March 20, 2018 and then quarterly thereafter on each June 20, September 20, December 20 and March 20. |

  89. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents, for each named executive officer, the shares of our common stock that were acquired upon the exercise of stock options or vesting of RSUs and the related value realized during fiscal 2023.

  90. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) | | Michael Walrath | — | $— | 14,383(3) | $81,742 | | Darryl Bond | — | $— | 185,000 | $1,032,661 | | Marc Ferrentino | — | $— | 262,500 | $1,511,250 | | Ho Shin | — | $— | 118,125 | $696,507 | | Howard Lerman | — | $— | 60,625 | $412,856 | | Brian Distelburger | — | $— | 91,250 | $530,122 | | Steven Cakebread | — | $— | 125,000 | $770,250 | | David Rudnitsky | — | $— | 205,650 | $1,063,240 |

  91. Option Exercises and Stock Vested

    | (1) The value realized on exercise is pre-tax and represents the difference between the fair market value of the common stock underlying the options on the date of exercise and the applicable exercise price. |

  92. Option Exercises and Stock Vested

    | (2) The value realized on vesting is pre-tax and is determined by multiplying the closing market price per share of our common stock on the business day prior to vesting date by the number of shares that vested. |

  93. Option Exercises and Stock Vested

    | (3) Represents vesting of restricted stock awards received for service as a non-employee director prior to Mr. Walrath’s appointment as our Chief Executive Officer. |

  94. Pension Benefits

    Pension Benefits We do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

  95. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.

  96. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For fiscal 2023:

  97. CEO Pay Ratio

    | ● | As disclosed in the “Summary Compensation Table” above, the annual total compensation of our Chief Executive Officer for fiscal 2023 was $11.4 million; and |

  98. CEO Pay Ratio

    | ● | the annual total compensation of our median employee for fiscal 2023 was $155,477. |

  99. CEO Pay Ratio

    Based on this information, for fiscal 2023, the ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees was approximately 74:1. We identified the median employee based on examination of compensation data for all employees other than our Chief Executive Officer as of November 1, 2022 (the “determination date”). First, in determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were employed by us and our consolidated subsidiaries on the determination date based on our payroll records. Further, we did not exclude any non-U.S. employees under the de minimis exception set forth in Item 402(u) of Regulation S-K. To identify our median employee, we chose to use as our consistently applied compensation measure annual base salary (including annual target commissions for sales employees) and the grant date fair value of equity awards, in each case, for the 12-month period preceding the determination date. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the average applicable exchange rates in effect on the determination date. Consistent with fiscal 2022, our compensation measure for fiscal 2023 was annual base pay and commissions. We did not make any cost-of-living adjustments. Once we applied our consistently applied compensation measure, we omitted anyone from being the median employee if they had not served for one full calendar year; we did not think a person who had served less than one year would have representative compensation as a median employee. Once we identified our median employee, we then calculated the annual total compensation for this individual consistent with the methodology used to calculate the annual total compensation for our Chief Executive Officer in the “Summary Compensation Table” above in accordance with the applicable rules and regulations of the SEC. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and regulations, based on our records and the methodology described above. The SEC’s rules and regulations for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies and to use reasonable estimates and assumptions based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  100. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  101. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year are described above under “Compensation Discussion and Analysis.” The following table provides information regarding compensation actually paid to Michael Walrath, our principal executive officer, and Howard Lerman, our former principal executive officer (each, a “PEO”) and other named executive officers for each fiscal year ended from January 31, 2021 to January 31, 2023, compared to our total shareholder return (“TSR”) from January 31, 2020 through the end of each such year, and our net (loss)/income and revenue for each such year.

  102. PAY VERSUS PERFORMANCE

    | | | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for First PEO (b)(1)(3) | Compensation Actually Paid to First PEO (c)(1)(4) | Summary Compensation Table Total for Second PEO (b)(2)(3) | Compensation Actually Paid to Second PEO (c)(2)(4) | Table Total for Non-PEO Named Executive Officers (d)(5) | Actually Paid to Non-PEO Named Executive Officers (e)(6) | Total Shareholder Return (f)(7) | Peer Group Total Shareholder Return (g)(8) | Net (Loss)/Income (Millions) (h)(9) | Revenue (Millions) (i)(10) | | 2023 | $116,767 | $(4,320,252) | $11,442,362 | $11,093,689 | $2,485,357 | $1,618,305 | $47 | $142 | $(66) | $401 | | 2022 | $6,947,016 | $1,802,610 | — | — | $3,102,688 | $314,916 | $54 | $183 | $(93) | $391 | | 2021 | $3,844,235 | $4,278,373 | — | — | $2,171,552 | $1,056,461 | $113 | $146 | $(95) | $355 |

  103. PAY VERSUS PERFORMANCE

    | (1) Our first PEO, Howard Lerman, was our PEO for part of fiscal year 2023. |

  104. PAY VERSUS PERFORMANCE

    | (2) Our second PEO, Michael Walrath, has been our PEO since March 25, 2022. |

  105. PAY VERSUS PERFORMANCE

    | (3) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. |

  106. PAY VERSUS PERFORMANCE

    | (4) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below. |

  107. PAY VERSUS PERFORMANCE

    | | First PEO | | | Second PEO | | | 2021 | 2022 | 2023 | 2023 | | Summary Compensation Table Total(a) | $3,844,235 | $6,947,016 | $116,767 | $11,442,362 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(3,082,000) | $(6,148,800) | — | $(11,435,000) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $3,163,125 | $2,976,750 | — | $11,120,000 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $349,813 | $(2,028,063) | — | — | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $199,125 | $592,988 | — | — | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $(195,925) | $(537,281) | $(78,206) | $(33,673) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | — | — | $(4,358,813) | — | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | | Compensation Actually Paid | $4,278,373 | $1,802,610 | $(4,320,252) | $11,093,689 |

  108. PAY VERSUS PERFORMANCE

    _________________

  109. PAY VERSUS PERFORMANCE

    | (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. |

  110. PAY VERSUS PERFORMANCE

    | (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  111. PAY VERSUS PERFORMANCE

    | (c) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way we have historically determined fair value. The fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details. |

  112. PAY VERSUS PERFORMANCE

    | (5) This figure is the average of the total compensation paid to our named executive officers, other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO named executive officers in each year are listed in the table below. |

  113. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | | Steve Cakebread | Steve Cakebread | Steve Cakebread | | Marc Ferrentino | Marc Ferrentino | Marc Ferrentino | | Ho Shin | Ho Shin* | Ho Shin | | Brian Distelburger | Brian Distelburger | Brian Distelburger | | James Steele | Dave Rudnitsky | Dave Rudnitsky | | | | Darryl Bond |

  114. PAY VERSUS PERFORMANCE

    | * Mr. Shin was not among the Company’s named executive officers for the fiscal year ended January 31 2022; however his compensation is reportable in the Summary Compensation Table pursuant to SEC regulations. |

  115. PAY VERSUS PERFORMANCE

    | (6) This figure is the average of compensation actually paid for our named executive officers other than our PEO in each listed year. Compensation actually paid does not mean that these named executive officers were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all named executive officers other than our PEO in each listed year. |

  116. PAY VERSUS PERFORMANCE

    | | 2021 | 2022 | 2023 | | Summary Compensation Table Total(a) | $2,171,552 | $3,102,688 | $2,485,357 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(1,541,500) | $(2,360,450) | $(1,714,416) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $1,592,106 | $1,053,000 | $1,357,422 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $194,153 | $(1,341,303) | $(95,414) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $89,606 | $292,797 | $330,629 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $(44,251) | $(431,816) | $(262,463) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $(1,405,205) | — | $(482,810) | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Compensation Actually Paid | $1,056,461 | $314,916 | $1,618,305 |

  117. PAY VERSUS PERFORMANCE

    | (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. For 2023, to avoid duplicative inclusion of compensation amounts, the amount reported in this row excludes the value of equity acceleration in connection with terminations of employment. |

  118. PAY VERSUS PERFORMANCE

    | (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. In addition, equity acceleration included in the “All Other Compensation” column in the Summary Compensation Table has been reflected in this amount for the applicable year. |

  119. PAY VERSUS PERFORMANCE

    | (c) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details. |

  120. PAY VERSUS PERFORMANCE

    | (7) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported above and reinvesting all dividends until the last day of each reported fiscal year. |

  121. PAY VERSUS PERFORMANCE

    | (8) The peer group used is the NASDAQ Computer Index, as used in the company's performance graph in our Annual Report on Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported above until the last day of each reported fiscal year. |

  122. PAY VERSUS PERFORMANCE

    | (9) The dollar amounts reported are the Company's net (loss)/income reflected in the Company’s audited financial statements. |

  123. PAY VERSUS PERFORMANCE

    | (10) In the Company's assessment, revenue in accordance with U.S. GAAP is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net (loss)/income) used by the company in fiscal year 2023 to link compensation actually paid to performance. |

  124. PAY VERSUS PERFORMANCE

    Tabular List of Performance Measures The list below includes the two financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our named executive officers, for fiscal year 2023, to company performance. These are the only two performance measures included in the below list because our named executive officers’ compensation is only linked to these financial performance measures.

  125. PAY VERSUS PERFORMANCE

    | Tabular List | | Revenue | | Non-GAAP Net Loss(a) |

  126. PAY VERSUS PERFORMANCE

    | (a) See Appendix A for a discussion of Non-GAAP Net Loss. |

  127. PAY VERSUS PERFORMANCE

    Description of Relationships Between Compensation Actually Paid and Performance In accordance with the requirements of Item 402(v) of Regulation S-K, we are providing the following charts to describe the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid Versus TSR Compensation Actually Paid Versus Net (Loss)/Income Compensation Actually Paid Versus Revenue

  128. ITEM 1 — Election of Class III Directors

    ITEM 1 — Election of Class III Directors