DEF 14A of Five9, Inc., Apr 7, 2025

DEF 14A of Five9, Inc.

Filed Apr 7, 2025 · FY20240001288847-25-000096

Open on EDGAR

  1. Information Regarding the Nominees

    Information Regarding the Nominees

  2. Information Regarding the Nominees

    | | Susan Barsamian, age 65, has served as a member of our Board of Directors since January 2021. Ms. Barsamian served as Chief Sales and Marketing Officer for Hewlett Packard Enterprise Software (“HPE”) from November 2016 to September 2017 through its merger with Micro Focus International plc in September 2017. From August 2015 to November 2016, she served as General Manager of Enterprise Security Products at HPE. From 2006 to 2015, she served in various roles at Hewlett Packard. Earlier in her career, she held leadership positions at Mercury Interactive and Verity, Inc. Since August 2020, she has served on the Board of Directors for Kansas State University Foundation. Ms. Barsamian currently serves on the Board of Directors of GEN Digital, Inc., a consumer cyber safety company, and Box, Inc., a cloud content management company. From 2012 to 2017, Ms. Barsamian served on the board of the National Action Council for Minorities in Engineering (NACME), and she served as Chairman of the Board of NACME from 2016 to 2017. Ms. Barsamian holds a B.S. with honors in electrical engineering from Kansas State University. She completed post-graduate studies at the Swiss Federal Institute of Technology in Zurich, Switzerland. Ms. Barsamian has been nominated to continue to serve on our Board of Directors because of her extensive product and leadership experience in the technology industry and service on the boards of directors of numerous other companies and organizations. | | Susan Barsamian Age: 65 Director Since: 2021 | |

  3. Information Regarding the Nominees

    | Five9, Inc. | 9 | 2025 Proxy Statement |

  4. Information Regarding the Nominees

    | Proposal No.1 | Table of Contents |

  5. Information Regarding the Nominees

    | | Jonathan Mariner, age 70, has served as a member of our Board of Directors since May 2023. Mr. Mariner is the founder and has served as president of TaxDay, LLC, a private software firm, since April 2016. Mr. Mariner previously served as the Chief Administrative Officer of Enjoy Technologies, a premium home delivery company that operated mobile retail stores for major consumer technology companies in North America and the U.K., from December 1, 2020 to September 30, 2022, and was a member of its board of directors. He also served, on an interim basis, from February 2019 to August 2019, as the Head of Regional Sports Networks for the Walt Disney Company. He spent the majority of his professional career as an executive in professional sports, serving as Executive Vice President and Chief Financial Officer for Major League Baseball from 2002 to 2014, where he led the league’s accounting, treasury and budgeting functions, completed more than a dozen franchise purchase and sale transactions, and helped create the league’s strategic investment fund, and as Chief Investment Officer from 2015 to 2016. Prior to his position at Major League Baseball, Jonathan was the CFO for the Florida Marlins Baseball Club, Florida Panthers Hockey Club and Dolphins Stadium. Mr. Mariner serves on the board of directors of OneStream, Inc. (formerly OneStream Software LLC) ("OneStream") an enterprise finance management software company, and Rocket Companies, Inc., a technology-driven real estate, mortgage and financial services business, where he also serves as the chair of its audit committee. He also serves on audit committees of private companies, including IEX Stock Exchange and Little League Baseball International. From May 2019 to February 2025, Mr. Mariner served on the board of directors of Tyson Foods, Inc., one of the world’s largest food companies, where he also served as the chair of the audit committee. From May 2017 to May 2019, Mr. Mariner also previously served as a director for Ultimate Software, a software company engaged in research, development, and delivery of human capital management technology, where he also served as the chair of its audit committee. From February 2016 to July 2021, Mr. Mariner served as a director of McGraw Hill Education, a global education company that partners with millions of educators, learners and professionals around the world, where he also served on its compensation committee and chaired its audit committee. Mr. Mariner has been nominated to continue to serve on our Board of Directors because of his extensive accounting, financial, operating and management experience, financial expertise through his service as chief financial officer of several companies, and experience in overseeing auditors and financial audits, as well as his service on the boards of directors and other leadership positions with numerous other companies and organizations. | | Jonathan Mariner Age: 70 Director Since: 2023 | |

  6. Information Regarding the Nominees

    | Five9, Inc. | 10 | 2025 Proxy Statement |

  7. Information Regarding the Nominees

    | Table of Contents | Proposal No.1 |

  8. Information Regarding the Nominees

    | | David Welsh, age 57, has served as a member of our Board of Directors since January 2011 and has served as our Lead Independent Director since February 2014. Mr. Welsh also served as a member of our Board of Directors from May 2005 to March 2007. Mr. Welsh is a Partner and is Head of Tech Growth Equity within KKR’s Private Equity platform, where he serves on the Tech Growth Equity investment committee. Prior to joining KKR in October 2016, Mr. Welsh was a Partner with Adams Street Partners, a venture capital firm, from April 2008 to September 2016. From March 2007 to April 2008, Mr. Welsh served as Executive Vice President of Corporate Strategy and Business Development of McAfee, Inc. From June 2000 to March 2007, Mr. Welsh served as a General Partner of Partech International, LLC, a venture capital firm. Since 2019, Mr. Welsh has served on the board of directors of OneStream. From August 2017 to August 2023, Mr. Welsh served on the board of directors of ForgeRock, Inc., a digital identity company, that was acquired by Thoma Bravo in August 2023. Mr. Welsh holds a J.D. degree from the University of California, Berkeley, School of Law and a B.A. degree in International Relations from the University of California, Los Angeles. Mr. Welsh has been nominated to continue to serve on our Board of Directors because of his experience as a venture capitalist, his corporate strategy and business development expertise and service on the boards of directors of numerous other companies. | | David Welsh Age: 57 Director Since: 2011 | |

  9. Information Regarding the Nominees

    | VOTE | | The Board of Directors Recommends a Vote “FOR” Each Named Nominee. |

  10. Information Regarding the Nominees

    | Five9, Inc. | 11 | 2025 Proxy Statement |

  11. Information Regarding the Nominees

    | Proposal No.1 | Table of Contents |

  12. Information Regarding Other Directors Continuing in Office

    Information Regarding Other Directors Continuing in Office

  13. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    Class III Directors — Term ending at the 2026 annual meeting of stockholders

  14. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | | Michael Burkland, age 62, has served as a member of our Board of Directors since January 2008 and has served as Chairman or Executive Chairman of the Board of Directors since February 2014. Mr. Burkland has served as our Chief Executive Officer from January 2008 to December 2017, and again since November 2022. He was also our President from January 2012 to December 2017. From 2002 to 2007, Mr. Burkland worked with the Interim CEO Network, serving as an interim CEO for venture-backed technology companies, as well as heading up the firm’s strategic advisory practice. From 2000 to 2001, Mr. Burkland served as Chief Executive Officer of Omniva Policy Systems Inc., a pioneer in enterprise policy management and e-mail security, where he built and implemented the company’s initial go-to-market strategy for the enterprise market. From 1994 to 1998, Mr. Burkland served as Chief Executive Officer of Eventus Software, Inc., a leading developer of web content management software, which was acquired by Segue Software, Inc. in 1998. Earlier in his career, he held various positions at Oracle Corporation, Patrol Software and BMC Software, Inc. Since 2019, Mr. Burkland has served on the board of directors of OneStream. Mr. Burkland served on the board of directors of Vocera Communications, Inc. from 2016 to 2022 when the company was sold to Stryker. Mr. Burkland holds M.B.A. and B.A. degrees from the University of California, Berkeley. Mr. Burkland is the brother of Daniel Burkland, the former President of the Company. Mr. Burkland shall continue to serve on our Board of Directors because of his perspective and experience as our Chief Executive Officer, and Chairman and board member and his extensive experience as a chief executive officer and board member of companies in the technology industry. | | Michael Burkland Age: 62 Director Since: 2008 | |

  15. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | | Sagar Gupta, age 37, has served as a member of our Board of Directors since December 2024. Mr. Gupta has served as a Portfolio Manager and Head of Active Engagement at Anson Funds, a privately held alternative asset manager with US$2billion in assets, since October 2023. Prior to Anson Funds, he was a Senior Analyst at Legion Partners, a value-oriented activist investment manager, from January 2018 to September 2023 and served on the board of directors of Momentive Global, the holding company parent of SurveyMonkey from March 2022 to May 2023. Previously, from March 2015 to January 2018, Mr. Gupta was a member of the founding team at Finchwood Capital, a concentrated, long/short Technology, Media and Telecommunications equity hedge fund. Prior to Finchwood Capital, from March 2014 to February 2015, he was an investment professional at Balyasny Asset Management, a multi-strategy hedge fund, and from July 2012 to March 2014, he was at KKR as a member of the special situations and private debt investment teams. Mr. Gupta began his career as an investment banker with UBS. He holds a B.S. in business administration from the Haas School of Business at the University of California, Berkeley, where he graduated Beta Alpha Psi. Mr. Gupta shall continue to serve on our Board of Directors because of his extensive investment experience in numerous organizations. | | Sagar Gupta Age: 37 Director Since: 2024 | |

  16. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | Five9, Inc. | 12 | 2025 Proxy Statement |

  17. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | Table of Contents | Proposal No.1 |

  18. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | | Robert Zollars, age 67, has served as a member of our Board of Directors since December 2013. Mr. Zollars served as Chairman and CEO of Vocera Communications, Inc. from 2007 to 2013, then executive chairman until May 2014 and as Vocera’s chairman until June 2015. Mr. Zollars served on the board of directors of Change Healthcare Inc., a technology provider to the healthcare industry from 2017 to 2022, when it was sold to United Healthcare. Since November 2014, Mr. Zollars has served in various roles at Frazier Healthcare Partners, a private growth equity firm, including currently as a senior advisor and previously as an operating partner. He served as executive chairman of Parata, a Frazier portfolio company, from 2015 to 2022 when it was sold to Becton Dickinson. From February 2005 to February 2016, Mr. Zollars served on the board of directors of Diamond Foods, Inc., a packaged foods company that was acquired by Snyder’s-Lance, Inc. in February 2016, and as chairman of its board of directors from February 2012 to February 2016. From May 2004 to November 2017, Mr. Zollars served as a member of the board of directors of VWR International, LLC, a global supplier to the life sciences industry. Mr. Zollars holds a B.S. degree in Marketing from Arizona State University, where he is currently a Trustee, and an M.B.A. degree in Finance from John F. Kennedy University. Mr. Zollars is a board leadership fellow with the National Association of Corporate Directors. Mr. Zollars shall continue to serve on our Board of Directors because of his experience as a Chief Executive Officer and service on the boards of directors of numerous other companies. | | Robert Zollars Age: 67 Director Since: 2013 | |

  19. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | Five9, Inc. | 13 | 2025 Proxy Statement |

  20. Class III Directors — Term ending at the 2026 annual meeting of stockholders

    | Proposal No.1 | Table of Contents |

  21. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    Class I Directors — Term ending at the 2027 annual meeting of stockholders

  22. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Michael Burdiek, age 65, has served as a member of our Board of Directors since September 2015. From October 2020 to November 2021, Mr. Burdiek served as the Chief Executive Officer and also as a member of the board of directors of Motion Acquisition Corp. until its business combination with DocGo, Inc. Since November 2021, Mr. Burdiek has served on the board of directors of DocGo. From June 2011 to March 2020, Mr. Burdiek served as President and Chief Executive Officer and as a member of the board of directors of CalAmp Corp., a global provider of telematics software and technologies. Prior to CalAmp, Mr. Burdiek was President and Chief Executive Officer of Telenetics Corporation, a provider of networking and communications products. Mr. Burdiek holds an M.B.A. and an M.S. degree in electrical engineering from California State University, Fullerton, and a B.S. degree in electrical engineering from Kansas State University. Mr. Burdiek shall continue to serve on our Board of Directors because of his strategic and operational experience, experience as Chief Executive Officer of publicly traded companies, as well as his deep understanding of technology and go-to-market strategies. | | Michael Burdiek Age: 65 Director Since: 2015 | |

  23. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Julie Iskow, age 63, has served as a member of our Board of Directors since February 2023. Ms. Iskow serves as the President and Chief Executive Officer of Workiva Inc. ("Workiva"), a position she has held since April 2023. She was previously the Executive Vice President and Chief Operating Officer of Workiva from October 2019 to March 2022, and the President and Chief Operating Officer from March 2022 to April 2023. Prior to joining Workiva, Ms. Iskow served as Chief Technology Officer of Medidata Solutions, Inc. from April 2015 to October 2019, and was also its Executive Vice President of Product Development from July 2016 to October 2019. From December 2013 to March 2015, Ms. Iskow served as Chief Information Officer and Senior Vice President at WageWorks, Inc., and prior to that as its Senior Vice President of Product Development and Vice President of Product Development. Ms. Iskow has also served as Vice President of Engineering at Asyst Technologies and GW Associates, Inc. Ms. Iskow has served as a member of the board of directors of Workiva since January 2021. Ms. Iskow also previously served as a member of the board of directors of Vocera Communications, Inc. from May 2019 until its acquisition in February 2022 and as a member of the board of directors of Cvent Holding Corp. from May 2022 to July 2022. Ms. Iskow earned a B.S. degree from the University of California, Berkeley and an M.S. degree from University of California, Davis. Ms. Iskow shall continue to serve on our Board of Directors because of her extensive leadership experience in the technology industry and service on the boards of directors and other leadership positions with numerous other companies and organizations. | | Julie Iskow Age: 63 Director Since: 2023 | |

  24. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | Five9, Inc. | 14 | 2025 Proxy Statement |

  25. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | Table of Contents | Proposal No.1 |

  26. Class I Directors — Term ending at the 2027 annual meeting of stockholders

    | | Maria Walker, age 60, has served as a member of our Board of Directors since May 2024. From August 2020 until her retirement in December 2023, Ms. Walker was a Founding Partner and Chief Financial Officer of Patient Square Capital, a private equity firm dedicated to investing in healthcare companies. Ms. Walker served as Chief Financial Officer of Montes Archimedes Acquisition Corp, a special purpose acquisition company from October of 2020 until September 2021 when it merged with Roivant Sciences. Ms. Walker also served on the board of directors of ForgeRock Inc. and as Audit Committee Chairman from November 2019 until August of 2023, when it was acquired by Thoma Bravo. From July 2018 to February 2020, Ms. Walker was co-founder and CEO of Recuerdo Therapeutics a seed stage biotech company. From 2008 to 2018, Ms. Walker held various leadership roles at KPMG U.S, a public accounting firm, including Audit Partner, Senior Director of the Venture Capital Practice and a Global Lead Partner, Private Equity and she led the Bay Area Asset Management Practice. Ms. Walker holds a B.A. in Economics from the University of California, San Diego. Ms. Walker shall continue to serve on our Board of Directors because of her extensive accounting and financial experience, as well as her leadership experience in the technology industry and service on the board of directors, audit committee and other leadership positions with numerous other companies and organizations. | | Maria Walker Age: 60 Director Since: 2024 | |

  27. Information Regarding the Board of Directors and Its Committees

    Information Regarding the Board of Directors and Its Committees The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The following table provides membership information for each of these committees as of April 7, 2025:

  28. Qualifications for Director Nominees

    Qualifications for Director Nominees The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates: •Reputation for integrity, strong moral character and adherence to high ethical standards. •Holds or has held a generally recognized position of leadership in his or her community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment. •Demonstrated business acumen and experience, and ability to exercise sound business judgment and common sense in matters that relate to the current and long-term objectives of the Company. •Ability to read and understand basic financial statements and other financial information pertaining to the Company. •Commitment to understand the Company and its business, industry and strategic objectives. •Commitment and ability to regularly attend and participate in meetings of the Board of Directors, committees of the Board of Directors and stockholders.

  29. Qualifications for Director Nominees

    | Five9, Inc. | 20 | 2025 Proxy Statement |

  30. Qualifications for Director Nominees

    | Corporate Governance | Table of Contents |

  31. Qualifications for Director Nominees

    •Number of other company boards of directors on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company. •Willingness to represent and act in the interests of all stockholders of the Company rather than the interests of a particular group. •Good health, and ability to serve. •For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director. •Willingness to accept the nomination to serve as a director of the Company. •Directors that reach or exceed 72 years of age in a calendar year in which their term of office as a director will expire are required to tender his or her resignation to the Nominating and Governance Committee, for consideration by the Board of Directors upon the recommendation of the Nominating and Governance Committee.

  32. Other Factors for Potential Director Nominee Consideration

    Other Factors for Potential Director Nominee Consideration The Nominating and Governance Committee will also consider the following factors in connection with its evaluation of each prospective nominee: •Whether the prospective nominee will foster a broad base of skills, perspectives and experiences. •Whether the prospective nominee has expertise on social responsibility, environmental, climate, sustainability, and governance issues. •Whether the prospective nominee has experience and expertise on cybersecurity issues. •For potential Audit Committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially literate” or as an audit committee “financial expert” or equivalent requirement under applicable SEC and stock exchange rules. •For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves and any changed circumstances affecting the individual director that may bear on his or her ability to effectively continue to serve on the Board of Directors. •The composition of the Board of Directors and whether the prospective nominee will add to or complement the Board of Director’s existing skills, strengths and needs.

  33. Director Compensation

    Director Compensation Consistent with our non-employee director compensation policy, in 2024 each non-employee director was eligible to earn an annual cash retainer, additional fees based on committee service, and receive an annual equity award under our 2014 Equity Incentive Plan (the “2014 Plan”).

  34. 2024 Director Compensation Table

    2024 Director Compensation Table

  35. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation ($) | Total ($) | | Jack Acosta | 55,000 | 199,991 | — | 254,991 | | Susan Barsamian | 52,500 | 199,991 | — | 252,491 | | Michael Burdiek | 52,500 | 199,991 | — | 252,491 | | David DeWalt(4) | 14,703 | — | — | 14,703 | | Sagar Gupta(5) | 2,283 | 483,295 | — | 485,578 | | Julie Iskow | 43,750 | 199,991 | — | 243,741 | | Jonathan Mariner(6) | 45,000 | — | — | 45,000 | | Maria Walker(7) | 27,625 | 599,976 | — | 627,601 | | David Welsh | 64,000 | 199,991 | — | 263,991 | | Robert Zollars | 54,500 | 199,991 | — | 254,491 |

  36. 2024 Director Compensation Table

    1.Amounts reported in this column represent the fees earned by or paid in cash to our non-employee directors in 2024 based on our non-employee director compensation policy set forth above. 2.The aggregate grant date fair values of equity awards reported in this column have been calculated in accordance with FASB ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 21, 2025 for a discussion of assumptions made in determining the grant date fair value of these equity awards. All unvested and outstanding stock awards granted to our non-employee directors will become fully vested upon a change in control (as defined in our 2014 Plan) of the Company.

  37. 2024 Director Compensation Table

    | Five9, Inc. | 27 | 2025 Proxy Statement |

  38. 2024 Director Compensation Table

    | Table of Contents | Corporate Governance |

  39. 2024 Director Compensation Table

    3.As of December 31, 2024, the number of shares of our Common Stock subject to outstanding stock options and unvested RSUs held by our non-employee directors were as follows:

  40. 2024 Director Compensation Table

    | Name | Stock Options Outstanding (#) | RSUs That Have Not Vested (#) | | Jack Acosta | — | 3,755 | | Susan Barsamian | — | 3,755 | | Michael Burdiek | — | 3,755 | | Sagar Gupta | — | 11,377 | | Julie Iskow | — | 7,045 | | Jonathan Mariner | — | 4,594 | | Maria Walker | — | 11,439 | | David Welsh | — | 3,755 | | Robert Zollars | — | 3,755 |

  41. 2024 Director Compensation Table

    4.Amounts reported for Mr. DeWalt were through his term as a director, which ended at the 2024 Annual Meeting. 5.Upon Mr. Gupta's appointment to the Board of Directors on December 8, 2024, his initial equity grants consisted of (i) an RSU award with an award value of $400,000, which will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to his continued service through each such vesting date; and (ii) a prorated RSU award with an award value of $83,333, which will vest in full in one installment on the first anniversary of the grant date, subject to his continued service through such date. Mr. Gupta will not be eligible for the regular 2025 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the 2025 Annual Meeting, but will be eligible for regular automatic grants thereafter assuming his continued service on the Board of Directors. 6.Mr. Mariner's fees for his membership on the Nominating and Governance Committee were earned during 2024, but were paid in March 2025 due to administrative error. 7.Upon Ms. Walker's appointment to the Board of Directors on May 21, 2024, her initial equity grants consisted of (i) an RSU award with an award value of $400,000, which will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to her continued service through each such vesting date; and (ii) a pro-rated RSU award (with a pro-ration factor equal to 100%) with an award value of $200,000, which will vest in full in one installment on the first anniversary of the grant date, subject to her continued service through such date. Vesting of these awards will accelerate upon (A) a change of control of the Company or (B) the termination of Ms. Walker's continuous service due to her death or disability. 100% of the remaining unvested portion of the awards, if any, will immediately vest in full in the case of a change of control or Ms. Walker's death. 50% of the remaining unvested portion of the awards will immediately vest in the case of termination of Ms. Walker's continuous service due to her disability. Ms. Walker will not be eligible for the regular 2025 automatic annual grant of RSUs to non-employee directors scheduled to occur on the date of the 2025 Annual Meeting, but will be eligible for regular automatic grants thereafter assuming her continued service on the Board of Directors.

  42. 2025 Director Compensation

    2025 Director Compensation No changes were made to the non-employee director compensation policy for 2025.

  43. Audit Committee Report

    Bryan Lee, age 46, was appointed as our Interim Chief Financial Officer, effective as of April 1, 2025. Mr. Lee has served as our Executive Vice President, Finance since December 2024 and our Treasurer since April 2024. Prior to that, Mr. Lee served as our Senior Vice President, FP&A from September 2019 to December 2024, Vice President, FP&A from April 2015 to September 2019 and Senior Director, FP&A from August 2014 to April 2015. In the role of Executive Vice President, Finance and Treasurer of the Company, he was responsible for overseeing our financial planning, analysis and treasury functions, ensuring alignment with our strategic objectives. Previously, Mr. Lee was a Vice President of J.P. Morgan's Technology investment banking group, where he provided strategic advice on mergers and acquisitions, initial public offerings, and other financial transactions for technology clients. Mr. Lee holds a B.A. in Architecture from U.C. Berkeley and an M.B.A. from U.C. Berkeley's Haas School of Business. Andy Dignan, age 47, has served as our President since March 2025, and prior to that served as our Chief Operating Officer since November 2023. Prior to that, Mr. Dignan served as our Chief Customer Officer from December 2022, and prior to that served in various executive positions with the Company since his initial hire as Senior Vice President, Professional Services in September 2018. Prior to Five9, Mr. Dignan served as the Global Head of Collaboration & Contact Center GTM at Cisco Systems, Inc., a networking, cloud, and cybersecurity solutions company (“Cisco”) from November 2014 to September 2018. Prior to Cisco, Mr. Dignan led the Collaboration & Contact Center at CDW, an information technology solutions and services company from 2007 to 2014. Mr. Dignan earned his B.S. degree in Marketing from Trinity International University. Panos Kozanian, age 45, has served as our Executive Vice President of Product Engineering since July 2022. Prior to that, Mr. Kozanian served as our Executive Vice President of Cloud Operations from February 2021. Prior to Five9, Mr. Kozanian spent 14 years at Cisco where he led the Webex platform team composed of Development and Operations, Sight Reliability Engineering, Data Center Operations, System Operations and Cloud Engineers with responsibility for the productivity, reliability, and operating budget of over 3,000 developers. Mr. Kozanian holds a B.S. degree in Computer Engineering from Santa Clara University.

  44. •Short-Term Cash Incentive Awards

    •Short-Term Cash Incentive Awards ◦Eliminated the individual performance objectives for our NEOs, shifting entirely to the Company's financial goals contained in our annual operating plan (other than for Mr. Kozanian, whose bonus was also subject to pre-established strategic engineering objectives). ◦Transitioned to an annual performance period (rather than a semi-annual period) for the annual bonus program. The bonus for 2024 included a transitional draw feature which allowed executive officers to receive a mid-year draw based on the forecasted full year performance for 2024. The non-repayable draw was capped at 80% of the semi-annual target, and the full year bonus payout for 2024 was reduced by the amount of the mid-year draw. The 2024 draw feature was transitional only, and has not been included in our 2025 short-term cash incentive awards.

  45. •Equity Awards

    •Equity Awards ◦Consistent with prior stockholder feedback, we increased the performance-based focus of our equity award program by increasing the regular annual equity award allocation from approximately 75% of the value to RSU awards and 25% of the value to PRSU awards for our NEOs (other than our CEO) to approximately 66-2/3% of the value to RSU awards and 33-1/3% of the value to PRSU awards. The allocation for our CEO remained at approximately 50% of the value to RSU awards and approximately 50% of the value to PRSU awards. ◦We also refined the PRSU structure by introducing three overlapping performance periods—a one-year period (2024), a two-year period (2024–2025), and a three-year period (2024–2026). This structure replaces the prior structure used for our 2022 and 2023 PRSU awards, which used three distinct one-year periods. A review of peer company data confirmed that where a relative total shareholder return ("RTSR") metric is used, they typically use a multiple overlapping performance period structure, rather than multiple one-year periods or one three-year period. This change in approach: ▪Introduced a three-year performance period,

  46. •Equity Awards

    | Five9, Inc. | 40 | 2025 Proxy Statement |

  47. •Equity Awards

    | Executive Compensation | Table of Contents |

  48. •Equity Awards

    ▪Maintained interim payouts with a portion of the award vesting at the end of each fiscal year, ▪Diversified risk with the largest portfolio of vesting measurement dates, and ▪Aligned with the majority of peer company practices using RTSR measured over multiple performance periods. ◦This structure enhances alignment with stockholder expectations while maintaining a balanced approach to performance measurement and executive incentives.

  49. •Other

    •Other ◦In addition, our Severance Plan (as defined below) was set to expire by its terms on April 4, 2024. After consultation with Compensia to confirm that the payments and benefits under the Severance Plan are still competitive and its terms are consistent with best practices, in March 2024, the Compensation Committee approved an extension of our Severance Plan for an additional one-year period (i.e., through April 4, 2025) on its existing terms.

  50. 2024 Executive Compensation Policies and Practices

    2024 Executive Compensation Policies and Practices We believe we design and implement our executive compensation policies and practices in accordance with sound governance standards. The Compensation Committee meets regularly throughout the year to review our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the markets in which we compete for executive talent. The following policies and practices continued in effect during 2024: •Independent Compensation Committee The Compensation Committee is comprised solely of independent directors. •Independent Compensation Committee Advisor The Compensation Committee engaged its own compensation consultant to assist with its 2024 compensation reviews and determinations. This consultant performed no other consulting or other services for us in 2024. •Annual Executive Compensation Review The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on us. •Executive Compensation Policies and Practices Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following: ◦Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders. ◦Limited Perquisites. We provide only limited perquisites and other personal benefits to our executive officers, including standard relocation benefits. ◦No Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. ◦No Change-In-Control Tax Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. ◦“Double-Trigger” Change in Control Arrangements. All change in control payments and benefits for our NEOs are based on a “double-trigger” arrangement (that is, they require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid).

  51. 2024 Stockholder Advisory Vote to Approve Named Executive Officer Compensation

    | What We Heard | How We Are Responding | Effective Time of Implementation | | Performance-based Equity | | | | •Some stockholders suggested that the Company should consider a three-year performance measurement period instead of three one-year periods. | Annual refresh grants for 2024 use three overlapping measurement periods: a one-year period (2024), a two-year period (2024 through 2025), and a three-year period (2024 through 2026). This same overlapping measurement period approach was used for the 2025 annual refresh grants to our NEOs, which use: a one-year period (2025), a two-year period (2025-2026) and a three-year period (2025-2027). We will continue to consider using a three-year performance measurement period (rather than the overlapping measurement period approach described above) for future PRSU awards to our executive officers based on a thorough evaluation of business conditions and an assessment of pay practices within our compensation peer group, and other competitive market data provided by Compensia. | February 2024 and ongoing | | •Some stockholders suggested that a greater percentage of equity award value be allocated to PRSUs rather than RSUs. | •For our NEOs (other than our CEO), for 2024, we increased the performance-based share of equity awards from 25% PRSUs to 33.33% PRSUs. We continued using an allocation of 33.33% PRSUs for our NEOs (other than our CEO) for 2025. •For our CEO, we continued using an allocation of 50% RSUs and 50% PRSUs in 2024 and 2025. | February 2024 and ongoing | | Short-Term Incentive Compensation | | | | •Consider moving from semi-annual performance periods to an annual performance period. | •Modified the 2024 short-term incentive compensation program to include an annual performance period, with a transitional mid-year capped draw feature, as described below. For 2025, we have continued the annual performance period and removed the mid-year draw feature. •For 2024 and 2025, we removed the individual performance feature such that the 2024 and 2025 short-term incentive compensation programs were based entirely on Company performance for each of our NEOs, except for our Executive Vice President of Product Engineering, whose target short-term incentive compensation opportunity for 2024 and 2025 was also subject to pre-established strategic engineering objectives. | February 2024 and ongoing |

  52. •Short-Term Cash Incentive Awards

    •Short-Term Cash Incentive Awards ◦For 2025, payouts will continue to be based on an annual performance period. The 2025 short-term cash incentive awards do not include the transitional mid-year draw feature that was included in 2024. Additionally, we transitioned to levered free cash flow ("LFCF") as a performance measure in our annual bonus plan, reflecting a strategic shift toward emphasizing cash efficiency and financial sustainability. This change aligns with our commitment to driving disciplined capital allocation and ensuring strong cash flow generation to support long-term growth and creation of stockholder value. As part of this shift, the mix of performance measures was adjusted to 70% revenue and 30% LFCF, balancing top-line growth with a focus on cash flow management. This updated structure incentivizes our leaders to deliver profitable growth while maintaining operational efficiency and financial flexibility.

  53. •Equity Awards

    •Equity Awards ◦We continued the performance-based focus of our equity award program by maintaining the award split for our NEOs (other than our CEO) of approximately 66-2/3% of the value to RSU awards and 33-1/3% of the value to PRSU awards. The allocation for our CEO remains at approximately 50% of the value to RSU awards and approximately 50% of the value to PRSU awards. ◦We kept the length of the measurement periods for our PRSU awards consistent with 2024. For 2025, the PRSUs are subject to the following three overlapping measurement periods: •Performance during 2025 (one year period) •Performance from 2025 through 2026 (two-year period) •Performance from 2025 through 2027 (three-year period).

  54. •Other

    •Other ◦As explained above, in March 2024, the Compensation Committee approved a one-year extension of our Severance Plan. As a result of this initial extension, our Severance Plan was set to expire by its terms on April 4, 2025. After consultation with Compensia to confirm the Severance Plan's continued appropriateness, in February 2025, the Compensation Committee approved an extension of our Severance Plan for an additional two-year period (i.e., through April 4, 2027) on its existing terms.

  55. Design and Approval of Our 2024 Compensation Program

    Design and Approval of Our 2024 Compensation Program We have structured our executive compensation program to have the flexibility to meet the demands of the dynamic nature of our business and the competitive market for executive talent in our industry and region. Therefore, our pay mix and annual incentive compensation programs for 2024 reflected the Compensation Committee’s ability to react quickly to hire, retain and motivate our executive officers. To accomplish the foregoing objectives, for 2024, the Compensation Committee structured our executive compensation program to include the following principal compensation elements: •base salaries at levels that we believe allow us to attract and retain key executive officers; •annual cash incentive compensation opportunities tied to (i) the achievement of pre-established annual performance goals related to important financial objectives set forth in our annual operating plan and (ii) for Mr. Kozanian, the achievement of individual pre-established strategic engineering objectives that aligned with our key strategic goals established by the Board of Directors. The annual cash incentive opportunity featured a transitional capped, mid-year draw feature, which was removed for the 2025 performance year; •long-term incentive compensation using a mix of PRSU and RSU awards, to align the interests of our executive officers with those of our stockholders, including by linking earned PRSU amounts to our stockholder return relative to companies in the S&P Software and Services Select Index, and to promote our performance and retention objectives; and •limited post-employment compensation arrangements payable on certain involuntary terminations of employment. Generally, the Compensation Committee seeks to allocate a significant portion of our NEOs’ target total direct compensation opportunity to elements that are performance-based and, therefore, “at risk,” including semi-annual cash incentives and PRSU awards. However, the Compensation Committee does not maintain formal policies for allocating between short-term and long-term compensation or between cash and non-cash compensation. Instead, the Compensation Committee maintains flexibility and adjusts different elements of compensation based upon its evaluation of our financial position (including cash needs), the impact on stockholder dilution, hiring and retention concerns, and consideration of the compensation level and mix paid by our compensation peer group. While compensation levels and weighting of performance goals may differ among our NEOs based on the role, responsibilities and performance of each individual, there are no material differences in the compensation philosophy, policies or practices among our NEOs, other than Mr. Kozanian's individual pre-established strategic engineering objectives (as described in more detail below).

  56. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, accounting and other advisors. During 2024, the Compensation Committee continued to directly engage Compensia as its advisor for executive officer and non-employee director compensation and broad-based equity compensation matters. More specifically, Compensia: •reviewed and recommended updates to our compensation peer group; •reviewed and provided a competitive market analysis on executive officer and non-employee director cash and equity compensation for our 2024 compensation determinations; •reviewed and provided recommendations on an equity strategy and the development of equity grant guidelines; and •reviewed and provided comments on the Compensation Discussion & Analysis section of our Proxy Statement for 2024. In 2024, the Compensation Committee considered the independence of Compensia in light of the listing standards of NASDAQ on compensation committee independence and the applicable SEC rules. Based on these standards and rules, the Compensation Committee concluded that no conflict of interest was raised with respect to the work of Compensia.

  57. Competitive Positioning

    Competitive Positioning In August 2023, with the assistance of Compensia, the Compensation Committee reviewed and updated our compensation peer group to reflect changes in our market capitalization, recognize our evolving business focus, and account for acquisitions of former peer companies. The compensation peer group described below was utilized when determining the compensation for all of our executive officers for 2024. The companies in this updated compensation peer group were selected on the basis of their similarity to us, based on the following criteria: •similar revenue size - ~0.5x to ~2.0x our last four quarters' revenue of approximately $815 million as of the first quarter of 2023 (approximately $410 million to approximately $1.6 billion); •similar market capitalization - ~0.33x to ~3.0x our market capitalization of approximately $5.3 billion as of July 1, 2023 (approximately $1.7 billion to approximately $16.0 billion); •Industry - SaaS companies; •executive positions similar in breadth, complexity and/or scope of responsibility; and •competitors for executive talent.

  58. Competitive Positioning

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  60. Competitive Positioning

    As part of this review, the Compensation Committee made several adjustments to Five9’s peer group: •Five companies were removed, two were removed because they were subsequently acquired (Avalara, Coupa Software) and three were removed because they exceeded our updated market capitalization range described above (HubSpot, MongoDB, The Trade Desk). •Six companies were added (Freshworks, Guidewire Software, Paylocity, Procore Technologies, Samsara, Sprinklr), as they align well with our selection criteria and represent relevant SaaS peers for executive talent comparisons. As a result, the Compensation Committee approved an updated compensation peer group consisting of the following companies:

  61. Competitive Positioning

    | Alteryx | Freshworks | Rapid7 | | AppFolio | Guidewire Software | RingCentral | | Bill Holdings | New Relic | Samsara | | Blackline | Paylocity | Smartsheet | | Cloudflare | Procore Technologies | Sprinklr | | Dynatrace | Q2 Holdings | Zscaler | | Elastic N.V. | Qualys | |

  62. Competitive Positioning

    As of the August 2023 evaluation, Five9 was positioned as follows: •Revenue: Five9’s last four quarters' revenue of $815 million placed it at the 47th percentile of the revised peer group (range: ~$503M to ~$2.05B, median: ~$849M). •Market Capitalization: Five9’s market capitalization of $5.3 billion ranked at the 45th percentile (range: ~$1.7B to ~$21.7B, median: ~$5.7B). •Revenue Growth: Five9’s 24% growth ranked at the 46th percentile, aligning with peer median growth rates. •Employee Size: Five9’s 2,380 employees placed it at the 28th percentile, reflecting a leaner workforce relative to similarly sized SaaS peers (range: ~1,785 to ~5,400 employees, median: ~3,048). In July 2024, with the assistance of Compensia, the Compensation Committee reviewed and updated our compensation peer group to reflect changes in our market capitalization, recognize our evolving business focus, and account for acquisitions of former peer companies. The compensation peer group described below was utilized when determining the compensation of all of our executive officers for 2025, including the compensation of Mr. Dignan upon his promotion to the role of President effective March 10, 2025. The companies in this updated compensation peer group were selected on the basis of their similarity to us, based on the following criteria: •similar revenue size - ~0.5x to ~2.0x our last four quarters' revenue of approximately $939 million as of the first quarter of 2024 (approximately $470 million to approximately $1.9 billion); •similar market capitalization - ~0.33x to ~3.0x our market capitalization of approximately $3.7 billion as of June 12, 2024 (approximately $1.2 billion to approximately $11.2 billion); •Industry - SaaS companies; •executive positions similar in breadth, complexity and/or scope of responsibility; and •competitors for executive talent.

  63. Competitive Positioning

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  65. Competitive Positioning

    As part of this review, the Compensation Committee made several adjustments to Five9’s peer group: •Five companies were removed, two were removed because they were subsequently acquired (Alteryx, New Relic) and three were removed because they exceeded our updated market capitalization range described above (Cloudflare, Samsara, Zscaler). •Four companies were added (Asana, Box, EverCommerce, nCino) as they align well with our selection criteria and represent relevant SaaS peers for executive talent comparisons. As a result, the Compensation Committee approved an updated compensation peer group consisting of the following companies:

  66. Competitive Positioning

    | AppFolio | EverCommerce | Qualys | | Asana | Freshworks | Rapid7 | | Bill Holdings | Guidewire Software | RingCentral | | Blackline | nCino | Smartsheet | | Box | Paylocity | Sprinklr | | Dynatrace | Procure Technologies | | | Elastic N.V. | Q2 Holdings | |

  67. Competitive Positioning

    As of the July 2024 evaluation, Five9 was positioned as follows: •Revenue: Five9’s $939 million last four quarter revenue places it at the 55th percentile within the peer group (range: ~$491M to ~$2.25B, median: ~$800M). •Market Capitalization: Five9’s $3.7 billion market capitalization ranks at the 40th percentile (range: ~$1.8B to ~$13.9B, median: ~$4.1B). This represents an increase from the 24th percentile under the previous peer group. •Revenue Growth: Five9’s 15% revenue growth is at the 47th percentile, closely aligning with the peer group median (range: ~5% to ~34%). •Employee Size: Five9’s 2,684 employees place it at the 52nd percentile, reflecting an efficient workforce relative to peers (range: ~1,604 to ~6,100 employees, median: ~2,530). To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings (primarily proxy statements) for the peer group companies. We also considered survey data from the Radford McLagan Compensation Database, including a custom cut of our peer group companies and a broader cut of financially comparable software companies. The market analysis prepared from this data was then used as a reference point for the Compensation Committee to assess our current compensation levels in the course of its deliberations on compensation elements and amounts. Going forward, the Compensation Committee intends to review and update the compensation peer group at least annually and make adjustments to its composition when appropriate, taking into account changes in both our business and the businesses of the companies in the peer group.

  68. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation We use performance-based cash incentives to motivate our executive officers, including our NEOs, to focus on specific goals established by the Board of Directors in our annual operating plan (other than Mr. Kozanian, whose bonus opportunity was also subject to pre-established strategic engineering objectives), to provide additional cash compensation opportunities beyond base salary in a manner that is consistent with competitive market practices, and to recognize and reward achievement at or above our pre-established levels of performance.

  69. 2024 Bonus Program: Target Annual Cash Bonus Opportunities

    2024 Bonus Program: Target Annual Cash Bonus Opportunities At the start of 2024, the Compensation Committee reviewed the target annual cash bonus opportunity for each NEO (expressed as a percentage of his annual base salary), and, after taking into account internal pay equity with our other executive officers, pay practices within our compensation peer group, and a competitive market analysis prepared by Compensia, the Compensation Committee decided not to increase the target annual cash bonus opportunities of our NEOs. Due to an increase in Mr. Zwarenstein's annual base salary, the dollar value of his target annual cash bonus opportunity increased accordingly. The following table shows each NEO’s target annual cash bonus opportunity (expressed as a percentage of base salary and as a dollar amount) for 2024:

  70. 2024 Bonus Program: Target Annual Cash Bonus Opportunities

    | | Annual Target Bonus for 2024 | | | NEO | % of Base Salary | Dollar Amount | | Michael Burkland | 100 | 585,000 | | Barry Zwarenstein | 75 | 330,000 | | Daniel Burkland(1) | 100 | 425,000 | | Andy Dignan | 75 | 334,500 | | Panos Kozanian | 65 | 292,500 |

  71. 2024 Bonus Program: Target Annual Cash Bonus Opportunities

    1.As a result of Mr. Daniel Burkland's transition to the role of Executive Vice President, Go-to-Market Strategy as of November 7, 2024, his target annual cash bonus opportunity for the portion of 2024 that he served as Executive Vice President, Go-to-Market Strategy was reduced from 100% to 65.5% of his annual base salary effective November 16, 2024.

  72. 2024 Bonus Program: Target Annual Cash Bonus Opportunities

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  74. 2024 Bonus Program: Bonus Performance Component Weightings

    2024 Bonus Program: Bonus Performance Component Weightings In 2024, each of our executive officers, including our NEOs, was eligible to earn cash bonuses on an annual basis under our short-term cash incentive program (the “2024 Bonus Program”). The bonus for 2024 included a transitional draw feature which allowed executive officers to receive a mid-year draw based on the forecasted full year performance for 2024. The non-repayable draw was capped at 80% of the semi-annual target, and the calculated full year bonus payout for 2024 was reduced by the amount of the mid-year draw. The 2024 draw feature was transitional only, and it was removed for 2025. Funding of the 2024 Bonus Program was based upon Company financial performance and each NEO’s individual performance (as applicable) in 2024 as summarized below:

  75. 2024 Bonus Program: Bonus Performance Component Weightings

    | Name | Financial Performance Component Weighting(1) (%) | Individual Performance Component Weighting(2) (%) | | Michael Burkland | 100 | — | | Barry Zwarenstein | 100 | — | | Daniel Burkland | 100 | — | | Andy Dignan | 100 | — | | Panos Kozanian | 25 | 75 |

  76. 2024 Bonus Program: Bonus Performance Component Weightings

    1.The financial performance component was based upon our achievement of pre-established revenue and Adjusted EBITDA targets with the revenue performance measure weighted 75% and the Adjusted EBITDA performance measure weighted 25%. 2.Mr. Kozanian's individual performance was based on strategic engineering objectives consistent with the key strategic goals established by the Board of Directors.

  77. 2024 Bonus Program: Company Financial Performance Component

    2024 Bonus Program: Company Financial Performance Component In February 2024, the Compensation Committee approved revenue and Adjusted EBITDA as the Company performance measures for 2024 and established target performance levels based on our annual operating plan approved by the Board of Directors. The Compensation Committee chose revenue and Adjusted EBITDA as the performance measures for the 2024 Bonus Program because they are key performance indicators used by us in managing our business, and are linked to our growth and profitability and the creation of long-term stockholder value. For purposes of the 2024 Bonus Program, “Adjusted EBITDA” was calculated as net income (loss) before (1) depreciation and amortization, (2) stock-based compensation, (3) interest expense, (4) gain on early extinguishment of debt, (5) interest (income) and other, (6) exit costs related to the closure and relocation of our Russian operations, (7) acquisition and related transaction costs and one-time integration costs, (8) impairment charge related to closure of operating lease facilities, (9) lease amortization for finance leases, (10) costs related to reduction in force plan, (11) provision for income taxes, and (12) other items that do not directly affect what we consider to be our core operating performance. The 2024 financial performance component was based upon our achievement of pre-established revenue and Adjusted EBITDA targets with the revenue performance measure weighted 75% and the Adjusted EBITDA performance measure weighted 25% with payout levels determined by performance against both revenue and Adjusted EBITDA targets, as summarized in the tables below:

  78. 2024 Bonus Program: Company Financial Performance Component

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  80. 2024 Bonus Program: Company Financial Performance Component

    | | Component Performance (%) | Component Payout (%)(2) | | Revenue Performance Component(1) | | | | Threshold | 85 | 70 | | Target | 100 | 100 | | Maximum | 125 | 150 | | Adjusted EBITDA Performance Component | | — | | Threshold | 80 | 80 | | Target | 100 | 100 | | Maximum | 150 | 150 |

  81. 2024 Bonus Program: Company Financial Performance Component

    1.In the event that our actual Adjusted EBITDA was below 80% of the Adjusted EBITDA target, the maximum cash payout for achieving the revenue target would have been 100% of the revenue target. 2.Performance below threshold for either performance component would result in no payout for that performance component. For performance between threshold and maximum for each performance component, the payout was calculated on a linear basis. The following table summarizes the target performance levels for revenue and Adjusted EBITDA for 2024 and our mid-year forecasted full year and actual full year results with respect to each target.

  82. 2024 Bonus Program: Company Financial Performance Component

    | | Mid-Year Forecasted Performance Annual Period Ending December 31, 2024 | | Actual Annual Performance Period Ending December 31, 2024 | | | | Revenue | Adjusted EBITDA | Revenue | Adjusted EBITDA | | Target (in millions) | $1,057.5 | $184.9 | $1,057.5 | $184.9 | | Actual (in millions) | $1,026.1 | $184.4 | $1,032.9 | $195.4 | | Payout (% of Target)(1) | 95.5% | | 97.9% | |

  83. 2024 Bonus Program: Company Financial Performance Component

    1.Prior to determination of the final payout percentage, the results of any unbudgeted acquisitions during the period were excluded from the calculation.

  84. 2024 Bonus Program: Individual Performance Component

    2024 Bonus Program: Individual Performance Component For 2024, we removed the individual performance feature such that the 2024 annual cash bonus opportunity was 100% based on Company performance for each of our NEOs, except for Mr. Kozanian, our Executive Vice President of Product Engineering, whose target annual cash bonus opportunity was also subject to pre-established strategic engineering objectives established by the Board of Directors. Payout of the individual performance component of the 2024 Bonus Program for Mr. Kozanian was based on achievement of challenging, but achievable, individual pre-established strategic engineering objectives that aligned with our key strategic goals as determined by the Board of Directors. We are not disclosing these objectives as we have determined that disclosure could result in competitive harm by revealing sensitive strategic information that could be used by competitors to the Company’s detriment. In 2024, the Compensation Committee determined that Mr. Kozanian achieved 127% of his individual pre-established strategic engineering performance objectives.

  85. 2024 Bonus Program: Individual Performance Component

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  87. 2024 Bonus Program: 2024 Payment Summary

    2024 Bonus Program: 2024 Payment Summary The following table summarizes the total payments made to each of our NEOs for 2024 as a result of the achievement of the Company financial (and for Mr. Kozanian, individual) performance objectives as described above.

  88. 2024 Bonus Program: 2024 Payment Summary

    | NEO | 2024 Mid-Year Draw Payment(2) | 2024 Year-End Payment(3) | Total 2024 Payout | % of Target | | Michael Burkland | 234,000 | 338,715 | 572,715 | 98 | | Barry Zwarenstein | 132,000 | 191,070 | 323,070 | 98 | | Daniel Burkland(1) | 170,000 | 225,158 | 395,158 | 98 | | Andy Dignan | 133,800 | 193,676 | 327,476 | 98 | | Panos Kozanian | 117,000 | 233,196 | 350,196 | 120 |

  89. 2024 Bonus Program: 2024 Payment Summary

    1.Mr. Daniel Burkland's percentage of target amount reflects the reduction in his base salary and target annual cash bonus opportunity as a result of his transition to the role of Executive Vice President, Go-to-Market Strategy as of November 7, 2024, as described above. 2.The 2024 Transitional Mid-Year Draw payment was based on mid-year forecasted performance and was capped at 80% of each NEO’s semi-annual target. 3.The Year-End 2024 payment was based on the difference of the payout for the full year based on actual performance minus the previously paid 2024 Transitional Mid-Year Draw payment.

  90. Equity Awards

    Equity Awards We provide equity compensation opportunities to our executive officers, including our NEOs, to align their financial interests with those of our stockholders and to provide compensation that is consistent with the practices of our compensation peer group so that we can attract and retain qualified talent. The Compensation Committee believes that our long-term business objectives are best served by granting service-based RSUs combined with market-based PRSUs, which, in their view, provide an effective incentive for our NEOs to enhance stockholder value. Our RSU awards, except for certain retention-based awards, generally vest over four-year vesting schedules, contingent upon the recipient’s continued service through each vesting date. Our PRSU awards generally are earned and vest over three year vesting schedules, depending on the type of award and contingent upon the recipient's continued service through each vesting date. In 2024, consistent with prior stockholder feedback, we increased the performance-based focus of our equity award program by increasing the regular annual equity award allocation from approximately 75% of the value to RSU awards and 25% of the value to PRSU awards for our NEOs (other than our CEO) to approximately 66-2/3% of the value to RSU awards and 33-1/3% of the value to PRSU awards. The allocation for our CEO remained at approximately 50% of the value to RSU awards and approximately 50% of the value to PRSU awards.

  91. 2024 Equity Awards

    2024 Equity Awards In the first quarter of 2024, the Compensation Committee granted annual "refresh" equity awards to our NEOs. The amounts and terms of such equity awards were determined after taking into account internal pay equity with our other executive officers, pay practices and equity award types used within our compensation peer group, a competitive market analysis prepared by Compensia, as well as a review of prior performance, anticipated future contributions, retention objectives, current outstanding unvested equity holdings, and the recommendations of the CEO for equity awards other than his own and that of Mr. Daniel Burkland.

  92. 2024 Equity Awards

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  94. 2024 Equity Awards

    The following table shows the target award values and the number of RSU awards and/or PRSU awards (at target) to each of our NEOs during 2024. Aggregate target award values are converted to units based on the multi-day stock price average under our standard Equity Award Grant Policy after applying the award vehicle (RSU or PRSU) weightings.

  95. 2024 Equity Awards

    | NEO | Aggregate Target Award Values(1) ($) | RSUs (excluding PRSUs) Granted (#) | PRSUs Granted (#) | | Michael Burkland | 13,100,000 | 87,648 | 87,648 | | Barry Zwarenstein | 4,000,000 | 35,684 | 17,842 | | Daniel Burkland | 4,000,000 | 35,684 | 17,842 | | Andy Dignan | 4,000,000 | 35,864 | 17,842 | | Panos Kozanian | 4,000,000 | 35,864 | 17,842 |

  96. 2024 Equity Awards

    1.Target award values differ from grant date fair values under the applicable accounting standards (FASB ASC Topic 718) which are reported in the 2024 Summary Compensation Table due to (i) the multi-day stock price average that is used to convert target award values into units under our standard Equity Award Grant Policy and (ii) the lower accounting grant date fair value assigned to PRSUs with a relative TSR performance condition under the Monte Carlo Simulation model - for example, the target number of PRSUs granted to the NEOs had grant date fair values that were approximately 0.9 times the grant date fair value for their RSUs granted on the same date. PRSUs with Market Conditions. As described above, in 2024, the Compensation Committee granted PRSUs subject to market-based performance conditions (“market-based PRSUs”) as part of its annual grant of equity incentive awards to our NEOs. The number of units that may be earned pursuant to the market-based PRSUs ranges from 0% to 200% of the target number of units based on the Company's RTSR performance as compared to the companies in the S&P Software and Services Select Index for a one-year measurement period (2024), a two-year measurement period (2024 through 2025), and a three-year measurement period (2024 through 2026) as outlined in the table below.

  97. 2024 Equity Awards

    | Performance/Payout Scale | RSTR Ranking (percentile) | Number of PRSUs Earned (as % of Target Number of PRSUs) for the Measurement Period (%)(1) | | Threshold | 25 | 50 | | Target | 55 | 100 | | Maximum | 75 | 200 |

  98. 2024 Equity Awards

    1.RTSR ranking below threshold would result in no PRSUs earned. For RTSR between threshold and maximum, the number of PRSUs earned is calculated on a linear basis. Each earned unit will be settled through the issuance of one share of our Common Stock. One-third of the total PRSUs may be earned and settled in shares following the end of each measurement period based on RTSR performance and subject to continued employment through the payment date. If the Company’s absolute total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. If an NEO's employment with the Company terminates before the end of the final measurement period due to death or disability, 100% (if due to death) or 50% (if due to disability) of the unearned and unvested PRSUs may be earned subject to ultimate RTSR performance in each remaining measurement period. Upon a qualifying termination of employment in connection with a change in control of the Company, the unvested PRSUs will vest on a "double-trigger" basis (i) at the target level for the uncompleted portions of the measurement periods and (ii) at the actual level of performance measured through the date of the change in control of the Company, based on the share price per share paid in such change in control. The fair value of the PRSUs were determined on their grant date using a Monte Carlo Simulation model. The Company recognizes the fair value of the PRSUs ratably over their requisite service period.

  99. 2024 Equity Awards

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  101. Performance-Based Equity Awards - 2024 Measurement Period

    Performance-Based Equity Awards - 2024 Measurement Period On February 11, 2025, the Compensation Committee certified the performance results for the 2024 measurement period (that is, the period from January 1, 2024, through December 31, 2024) for the market-based PRSUs granted to our then-NEOs in 2022, 2023 and 2024. The Compensation Committee determined that its actual total shareholder return was (47.25)% for 2024 with resulting RTSR rankings and payouts as summarized in the table below:

  102. Performance-Based Equity Awards - 2024 Measurement Period

    | PRSU Grant Year | RTSR Ranking (percentile)(1) | Percentage Earned (%) | Number of PRSUs Earned | | 2022 (Final Measurement Period)(2) | 3.7 | —% | — | | 2023 (Second Measurement Period)(3) | 2.9 | —% | — | | 2024 (First Measurement Period) | 1.5 | —% | — |

  103. Performance-Based Equity Awards - 2024 Measurement Period

    1.Our RTSR ranking differs for each grant year because the S&P Software and Services Select Index component companies are set on January 1 of the applicable grant year and thus the composition of the S&P Software and Services Select Index will differ for each grant. 2.Because Messrs. Michael Burkland, Dignan and Kozanian were not executive officers at the time PRSU awards were granted in February 2022, they did not receive a 2022 PRSU award. 3.Because Mr. Dignan was not an executive officer at the time PRSU awards were granted in February 2023, he did not receive a 2023 PRSU award.

  104. Performance-Based Equity Awards - Daniel Burkland's Revenue-Based PRSU Award

    Performance-Based Equity Awards - Daniel Burkland's Revenue-Based PRSU Award On February 14, 2024, the Compensation Committee certified that, as of December 31, 2023, the second revenue target of Mr. Daniel Burkland’s PRSUs subject to revenue-based performance conditions was not achieved, and cancelled the PRSUs associated with the second revenue target. The following table shows the number of PRSUs which were conditionally earned as of October 31, 2023 and vested in four quarterly installments, with the vesting of the first installment occurring on October 31, 2023.

  105. Performance-Based Equity Awards - Daniel Burkland's Revenue-Based PRSU Award

    | | Grant Date | PRSUs Granted (Performance-Based) (#) | Certified Achieved | | | NEO | | | First Revenue Target (#) | Second Revenue Target (#) | | Daniel Burkland | 6/2/2022 | 60,963 | 20,321 | — |

  106. Performance-Based Equity Awards - 2023 Measurement Period

    Performance-Based Equity Awards - 2023 Measurement Period On February 14, 2024, the Compensation Committee certified the performance results for the 2023 measurement period (that is, the period from January 1, 2023, through December 31, 2023) for the market-based PRSUs granted to our then-NEOs in 2022 and 2023. The Compensation Committee determined that its actual total shareholder return was 19.95% for 2023 with resulting RTSR rankings and payouts as summarized in the table below:

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  109. Performance-Based Equity Awards - 2023 Measurement Period

    | PRSU Grant Year / NEO | RTSR Ranking (percentile)(1) | Target Number of PRSUs for the 2023 Measurement Period | Percentage Earned (%) | Number of PRSUs Earned (#) | | 2022 (Second Measurement Period)(2) | 53.8 | | 98.0% | | | Barry Zwarenstein | | 2,348 | | 2,301 | | Daniel Burkland | | 2,684 | | 2,630 | | 2023 (First Measurement Period)(3) | 50.5 | | 92.5% | | | Michael Burkland | | 74,966 | | 69,343 | | Barry Zwarenstein | | 3,806 | | 3,520 | | Daniel Burkland | | 4,168 | | 3,855 | | Panos Kozanian | | 3,999 | | 3,699 |

  110. Performance-Based Equity Awards - 2023 Measurement Period

    1.Our RTSR ranking differs for each grant year because the S&P Software and Services Select Index component companies are set on January 1 of the applicable grant year and thus the composition of the S&P Software and Services Select Index will differ for each grant. 2.Because Messrs. Michael Burkland, Dignan and Kozanian were not executive officers at the time PRSU awards were granted in February 2022, they did not receive a 2022 PRSU award. 3.Because Mr. Dignan was not an executive officer at the time PRSU awards were granted in February 2023, he did not receive a 2023 PRSU award.

  111. Key Employee Severance Plan

    Key Employee Severance Plan As of December 31, 2024, each of our NEOs (other than Mr. Daniel Burkland, who was not eligible to participate in the plan because he ceased to be an executive officer as of November 7, 2024) was eligible to participate in our 2019 Key Employee Severance Plan (the “Severance Plan”), which provides severance payments and benefits, including “double trigger” payments and benefits in the event of a qualifying termination of employment in connection with a change of control of the Company, as more fully described under “Potential Payments Upon Termination or Change of Control” below. The Compensation Committee believes the Severance Plan maximizes stockholder value because it prevents an unintended windfall to our executive officers in the event of a change of control of the Company, while still providing them appropriate incentives to cooperate in negotiating a transaction involving a potential

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  114. Key Employee Severance Plan

    change of control in which they believe they may lose their jobs. We believe providing the Severance Plan helps us compete for and retain executive talent. We believe that the payments and benefits under the Severance Plan are generally comparable with severance packages offered to the comparable executives of the companies in our compensation peer group. The Severance Plan was set to expire by its terms on April 4, 2025. After consultation with Compensia to confirm that the payments and benefits under the Severance Plan are still competitive and its terms are consistent with best practices, in February 2025, the Compensation Committee approved an extension of our Severance Plan for an additional two-year period (i.e., through April 4, 2027) on its existing terms. These extensions reflect the Compensation Committee’s commitment to ensuring that our executive retention strategy remains competitive while continuing to align with stockholder interests.

  115. Policies and Practices Regarding the Grant of Equity Awards - Equity Award Grant Policy

    Policies and Practices Regarding the Grant of Equity Awards - Equity Award Grant Policy The Compensation Committee has adopted an equity award grant policy that establishes a predictable and deliberative process for consideration and approval of equity awards. Under the policy, new hire, promotion or retention equity awards generally have a grant date that is two calendar weeks after the later of the date on which the recipient's employment begins, promotion is effective, or retention event occurs and the date on which all necessary corporate actions for the approval of the applicable equity award are complete. Regular annual "refresh" equity awards have a grant date that is on or after the date of approval of the equity award by the Compensation Committee. The equity award grant policy also includes rules on how we calculate the number of shares of our Common Stock subject to equity awards granted based on a target grant date dollar value. The exercise price of all newly issued stock options and stock appreciation rights must be equal to or greater than the fair market value of our Common Stock on the date of grant. Under the Equity Grant Policy, we do not grant “refresh” equity awards or any stock options during blackout periods under our Insider Trading Policy or during the pendency of any additional trading restrictions imposed under the Company’s Insider Trading Policy. Instead, the grant date for such refresh equity awards and stock option awards is delayed until the later of (i) the third trading day following the day on which the Company’s quarterly financial results for the relevant quarter are publicly disclosed or (ii) the date on which the trading window otherwise opens (i.e., when any additional trading restrictions imposed under the Company’s Insider Trading Policy have been terminated). This Policy is intended to ensure that the Company does not grant refresh equity awards or stock option awards close in time to the release of material nonpublic information. During 2024, the Company did not grant any stock options, and accordingly, no stock options were granted during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material nonpublic information.

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  118. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any NEO with a “gross-up” or other reimbursement payment for any tax liability that he or she may owe as a result of the application of Sections 280G or 4999 in the event of a change in control of the Company.

  119. Compensation-Related Risks

    Compensation-Related Risks In July 2024, the Compensation Committee, with the assistance of Compensia, reviewed our compensation policies and practices applicable to all employees and determined that our compensation programs do not encourage excessive or inappropriate risk-taking. The Compensation Committee believes that our compensation policies and practices, taken as a whole, are not reasonably likely to have a material adverse effect on the Company and that no changes to the compensation policies and practices are needed at this time, and that the design and mix of our compensation programs appropriately encourages our executive officers and other employees to focus on the creation of long-term stockholder value. In its review, the Compensation Committee noted the following features: •the compensation programs include a reasonable mix of cash, short-term incentive and equity compensation, with the vesting of equity compensation tied to multi-year time periods; •the performance goals for the 2024 Bonus Program are based on corporate goals, and for Mr. Kozanian, individual performance, with payouts capped if the corporate goals are achieved above a certain threshold; and •we have formal policies in place for equity administration, insider trading, hedging, pledging and clawback, and stock ownership guidelines, and we annually review succession plans for key executives.

  120. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes all compensation for the fiscal years ended December 31, 2024, 2023 and 2022, as applicable, earned by, received by, or paid to our NEOs (as identified in the Compensation Discussion and Analysis section).

  121. 2024 Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | Michael Burkland Chief Executive Officer | 2024 | 585,000 | — | 10,835,046 | — | 572,715 | 4,703 | 11,997,464 | | | 2023 | 585,000 | — | — | — | 610,211 | — | 1,195,211 | | | 2022 | 55,398 | — | 38,025,826 | — | 13,732 | 130,829 | 38,225,785 | | Barry Zwarenstein Former Chief Financial Officer | 2024 | 440,000 | — | 3,336,454 | — | 323,070 | 405 | 4,099,929 | | | 2023 | 430,000 | — | 3,112,956 | — | 332,329 | 519 | 3,875,804 | | | 2022 | 423,000 | — | 5,444,918 | — | 279,892 | 530 | 6,148,340 | | Daniel Burkland Former President and Chief Revenue Officer(5) | 2024 | 420,562 | — | 3,336,454 | — | 395,158 | 5,285 | 4,157,459 | | | 2023 | 425,000 | — | 3,408,659 | — | 414,219 | 4,440 | 4,252,318 | | | 2022 | 410,000 | — | 14,188,668 | — | 476,816 | 4,293 | 15,079,777 | | Andy Dignan President and former Chief Operating Officer | 2024 | 446,000 | — | 3,336,454 | — | 327,476 | 1,604 | 4,111,534 | | | 2023 | 415,182 | — | 4,582,799 | — | 308,138 | 1,921 | 5,308,040 | | Panos Kozanian Executive Vice President, Product Engineering | 2024 | 450,000 | — | 3,336,454 | — | 350,196 | 1,212 | 4,137,862 | | | 2023 | 450,000 | — | 3,270,655 | — | 288,384 | 1,523 | 4,010,562 | | | 2022 | 379,000 | — | 6,363,209 | 513,965 | 224,034 | 2,347 | 7,482,555 |

  122. 2024 Summary Compensation Table

    1.The aggregate grant date fair value of equity awards reported in this column has been calculated in accordance with FASB ASC Topic 718, and such fair values differ from the target award values for the NEOs due to (i) the Company using a multi-day average closing price to determine the number of unit subject to each award and (ii) the slightly lower value assigned to PRSUs with a relative TSR performance condition based on the application of the Monte Carlo Simulation model. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025, for a discussion of assumptions made in determining the grant date fair value of the equity awards. These amounts do not correspond to the actual value, if any, that our NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the performance and/or vesting requirements of the awards. 2.The amounts reported in this column include the grant date fair value of PRSU awards based upon the probable outcome of such conditions at the time of their grant. For 2024, the values of the PRSU awards assuming the highest level of performance conditions, along with the related fair value amount based on achievement at the target level included in this column, were as follows: Michael Burkland (target - $5,279,916, maximum - $10,559,831), Mr. Zwarenstein (target - $1,074,802, maximum - $2,149,604), Daniel Burkland (target - $1,074,802, maximum - $2,149,604), Mr. Dignan (target - $1,074,802, maximum - $2,149,604) and Mr. Kozanian (target - $1,074,802, maximum - $2,149,604). 3.The amounts reported in this column represent amounts earned under our 2024, 2023 and 2022 Bonus Program(s) based on the achievement of Company and individual performance goals. As discussed in the section above entitled “Compensation Discussion and Analysis - Key Elements of Our 2024 Executive Compensation Program,” the total payments for Messrs. Michael Burkland, Zwarenstein, Daniel Burkland, Dignan and Kozanian, as of the end of 2024 were 98%, 98%, 98%, 98% and 120% of each NEO’s annual target annual cash bonus opportunities, respectively. For Daniel Burkland, this amount reflects the reduction in his base salary and target annual cash bonus opportunity in connection with his transition to the role of Executive Vice President, Go-to-Market Strategy, effective as of November 7, 2024. 4.The amounts reported for 2024 represent disability insurance paid by us for the NEOs (other than Michael Burkland) and Company matching contributions under the Section 401(k) plan. 5.Mr. Daniel Burkland's 2024 base salary was $425,000 from January 1, 2024 through November 15, 2024, and was $389,500 from November 16, 2024 through December 31, 2024.

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  125. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table presents information regarding grants of non-equity incentive and equity incentive awards to our NEOs during 2024.

  126. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Grant Approval Date | Grant Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target (1) ($) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Maximum (1) ($) | Estimated Possible Payouts Under Equity Incentive Plan Awards Threshold(2) (#) | Estimated Possible Payouts Under Equity Incentive Plan Awards Target(2) (#) | Estimated Possible Payouts Under Equity Incentive Plan Awards Maximum(2) (#) | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards: Number of Securities Underlying Options # | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | Michael Burkland | | | | 585,000 | 877,500 | | | | | | | | | | 2/26/24 | 2/14/24 | RSU | | | | | | 87,648 | | | 5,555,130 | | | 2/26/24 | 2/14/24 | PRSU | | | 43,824 | 87,648 | 175,296 | | | | 5,279,916 | | Barry Zwarenstein | | | | 330,000 | 495,000 | | | | | | | | | | 2/26/24 | 2/14/24 | RSU | | | | | | 35,684 | | | 2,261,652 | | | 2/26/24 | 2/14/24 | PRSU | | | 8,921 | 17,842 | 35,684 | | | | 1,074,802 | | Daniel Burkland(4) | | | | 404,750 | 607,133 | | | | | | | | | | 2/26/24 | 2/14/24 | RSU | | | | | | 35,684 | | | 2,261,652 | | | 2/26/24 | 2/14/24 | PRSU | | | 8,921 | 17,842 | 35,684 | | | | 1,074,802 | | Andy Dignan | | | | 334,500 | 501,750 | | | | | | | | | | 2/26/24 | 2/14/24 | RSU | | | | | | 35,684 | | | 2,261,652 | | | 2/26/24 | 2/14/24 | PRSU | | | 8,921 | 17,842 | 35,684 | | | | 1,074,802 | | Panos Kozanian | | | | 292,500 | 438,750 | | | | | | | | | | 2/26/24 | 2/14/24 | RSU | | | | | | 35,684 | | | 2,261,652 | | | 2/26/24 | 2/14/24 | PRSU | | | 8,921 | 17,842 | 35,684 | | | | 1,074,802 |

  127. 2024 Grants of Plan-Based Awards Table

    1.These columns set forth the target and maximum annual cash bonus opportunities payable under our 2024 Bonus Program for each NEO. We do not establish threshold annual cash bonus amounts for each individual NEO. Refer to "Compensation Discussion and Analysis - Key Elements of Our 2024 Executive Compensation Program” above for more information. 2.These columns set forth the number of PRSUs that may be earned and vest based on achievement of the threshold, target and maximum measures under our 2024 PRSU awards. The market-based PRSU awards are subject to threshold, target and maximum opportunity percentages (as a percentage of the target number of PRSUs) of 50%, 100% and 200%, respectively. 3.The amounts reported reflect the grant date fair value of equity awards granted in 2024 in accordance with FASB ASC Topic 718. See Note 7 of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 21, 2025, for a discussion of assumptions made in determining the grant date fair value of equity awards. These amounts do not correspond to the actual value, if any, that the NEOs will recognize from these awards. Our NEOs will only realize compensation from these awards to the extent they meet the vesting requirements under the awards. 4.As a result of Mr. Daniel Burkland’s transition to the role of Executive Vice President, Go-to-Market Strategy as of November 7, 2024, his target annual cash bonus opportunity for the portion of 2024 that he served as Executive Vice President, Go-To-Market Strategy was reduced from 100% to 65.5% of his annual base salary effective November 16, 2024. The estimated possible payouts under non-equity inventive plan awards at target and maximum in this row reflect this change.

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  130. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

    Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table The following table provides information concerning unexercised stock options or unvested RSU awards and PRSU awards held by our NEOs as of December 31, 2024. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. Please see the section below entitled “Potential Payments upon Termination or Change in Control” for accelerated vesting provisions that apply in the event of certain specified terminations of employment.

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  133. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | | Michael Burkland | 03/09/16 | 54,375 | — | 8.13 | 03/09/26 | | | | | 02/23/17 | 181,020 | — | 16.25 | 02/23/27 | | | | | 12/12/22 | | | | | 74,967(4) | 3,046,659 | | | 12/12/22 | | | | | 149,933(5) | 6,093,277 | | | 02/26/24 | | | | | 71,214(6) | 2,894,137 | | | 02/26/24 | | | | | 87,648(7) | 3,562,015 | | Barry Zwarenstein | 02/26/18 | 55,376 | — | 29.89 | 02/26/28 | | | | | 02/22/19 | 25,486 | — | 53.00 | 02/22/29 | | | | | 02/24/20 | 17,499 | — | 72.29 | 02/24/30 | | | | | 02/25/21 | 10,946 | 476(2) | 181.20 | 02/25/31 | | | | | 02/25/21 | | | | | 945(6) | 38,405 | | | 02/28/22 | | | | | 6,605(6) | 268,427 | | | 02/28/22 | | | | | 2,349(8) | 95,463 | | | 02/27/23 | | | | | 19,271(6) | 783,173 | | | 02/27/23 | | | | | 7,613(5) | 309,392 | | | 02/26/24 | | | | | 28,994(6) | 1,178,316 | | | 02/26/24 | | | | | 17,842(7) | 725,099 | | Daniel Burkland | 03/09/16 | 882 | — | 8.13 | 03/09/26 | | | | | 11/14/16 | 11,459 | — | 14.39 | 11/14/26 | | | | | 02/23/17 | 55,537 | — | 16.25 | 02/23/27 | | | | | 12/18/17 | 81,295 | — | 24.60 | 12/18/27 | | | | | 02/22/19 | 25,486 | — | 53.00 | 02/22/29 | | | | | 02/24/20 | 17,499 | — | 72.29 | 02/24/30 | | | | | 02/25/21 | 10,946 | 476(2) | 181.20 | 02/25/31 | | | | | 02/25/21 | | | | | 945(6) | 38,405 | | | 02/28/22 | | | | | 7,549(6) | 306,791 | | | 02/28/22 | | | | | 2,684(8) | 109,078 | | | 02/27/23 | | | | | 21,102(6) | 857,585 | | | 02/27/23 | | | | | 8,336(5) | 338,775 | | | 02/26/24 | | | | | 28,994(6) | 1,178,316 | | | 02/26/24 | | | | | 17,842(7) | 725,099 |

  134. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

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  136. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested(1) ($) | | Andy Dignan | 10/01/18 | 320 | — | 42.25 | 10/01/28 | | | | | 05/06/19 | 1,042 | — | 51.00 | 05/06/29 | | | | | 02/05/20 | 731 | — | 73.28 | 02/05/30 | | | | | 02/24/20 | 2,887 | — | 72.29 | 02/24/30 | | | | | 02/28/22 | 5,790 | 2,385(2) | 110.00 | 02/28/32 | | | | | 02/25/21 | | | | | 126(6) | 5,121 | | | 02/28/22 | | | | | 3,775(6) | 153,416 | | | 11/23/22 | | | | | 17,307(6) | 703,356 | | | 02/27/23 | | | | | 20,981(6) | 852,668 | | | 11/24/23 | | | | | 20,601(6) | 837,225 | | | 02/26/24 | | | | | 28,994(6) | 1,178,316 | | | 02/26/24 | | | | | 17,842(7) | 725,099 | | Panos Kozanian | 02/16/21 | 9,661 | 421(3) | 182.74 | 02/16/31 | | | | | 02/28/22 | 7,237 | 2,981(2) | 110.00 | 02/28/32 | | | | | 02/16/21 | | | | | 820(9) | 33,325 | | | 02/28/22 | | | | | 4,718(6) | 191,740 | | | 08/08/22 | | | | | 9,630(6) | 391,363 | | | 02/27/23 | | | | | 20,247(6) | 822,838 | | | 02/27/23 | | | | | 7,999(5) | 325,079 | | | 02/26/24 | | | | | 28,994(6) | 1,178,316 | | | 02/26/24 | | | | | 17,842(7) | 725,099 |

  137. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

    1.The amounts listed in this column represent the product of the closing market price of our Common Stock as of December 31, 2024, the last trading day of 2024, of $40.64 per share and the number of shares of stock or units subject to the award. 2.Award is subject to a four-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/48th of the options vesting on each monthly anniversary following the applicable vesting commencement date, until all options are vested. 3.Award is subject to a four-year vesting schedule and the NEO’s continued service with us on each vesting date, with 25% of the total number of options vesting on the first anniversary of the vesting commencement date, and 1/36th of the total number of options vesting on each monthly anniversary following the applicable vesting commencement date until all options are vested. 4.Award is subject to a three-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/12th of the total number of RSUs vesting every three months after the vesting commencement date, until all RSUs are vested. 5.The amount of PRSUs that may be earned pursuant to the PRSU Award ranges from 0% to 200% of the target number of PRSUs based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three one-year measurement periods consisting of the Company’s 2023, 2024 and 2025 fiscal years. One-third of the total PRSUs may be earned and settled in shares following the end of each one-year measurement period based on RTSR performance and subject to continued employment through the payment date, but the amount initially paid in 2024 and 2025 (for the 2023 and 2024 measurement periods) is limited to 100% of the target amount for the year, and any PRSUs resulting from above-target performance in those years will be paid following the end of 2025, subject to the NEO's continued

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  140. Outstanding Equity Awards at December 31, 2024, Fiscal Year-End Table

    employment through the payment date. If the Company’s actual total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 6.Award is subject to a four-year vesting schedule and the NEO’s continued service with us on each vesting date, with 1/16th of the total number of RSUs vesting every three months after the vesting commencement date, until all RSUs are vested. 7.The amount of PRSUs that may be earned pursuant to the PRSU Award ranges from 0% to 200% of the target number of PRSUs based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three measurement periods. The first measurement period is a one-year measurement period (2024), the second measurement period is a two-year measurement period (2024-2025), and the third measurement period is a three-year measurement period (2024-2026). One-third of the total PRSUs may be earned and settled in shares following the end of each measurement period based on RTSR performance and subject to continued employment through the payment date. If the Company’s actual total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 8.The amount that may be earned pursuant to the PRSUs ranges from 0% to 200% of the target number based on the Company’s RTSR performance as compared to the companies in the S&P Software and Services Select Index during three one-year measurement periods consisting of the Company’s 2022, 2023 and 2024 fiscal years. One-third of the total PRSUs may be earned and settled in shares following the end of each one-year measurement period based on RTSR performance and subject to continued employment through the payment date, but the amount initially paid in 2023 and 2024 (for the 2022 and 2023 measurement periods) is limited to 100% of the target amount for the year, and any PRSUs resulting from above-target performance in those years will be paid following the end of 2024, subject to the executive's continued employment through the payment date. If the Company’s actual total shareholder return for any measurement period is negative, then no more than 100% of the target amount of PRSUs for such period may be earned. 9.Award is subject to a four-year vesting schedule and the NEO’s continued service with the Company on each vesting date, with 25% of the total number of RSUs vesting on the first anniversary of the vesting commencement date, and 1/16th of the total number of RSUs vesting every three months thereafter until all RSUs are vested.

  141. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table presents information concerning option exercises and RSU (including PRSU) awards that vested for our NEOs during the year ended December 31, 2024.

  142. 2024 Option Exercises and Stock Vested Table

    | | 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 Burkland | — | — | 160,743 | 8,247,851 | | Barry Zwarenstein | — | — | 43,429 | 2,132,028 | | Daniel Burkland | — | — | 65,175 | 3,176,637 | | Andy Dignan | — | — | 44,505 | 2,051,485 | | Panos Kozanian | — | — | 43,653 | 2,101,600 |

  143. 2024 Option Exercises and Stock Vested Table

    1.Amount represents the excess of the fair market value of the shares of our Common Stock at the time of the exercise over the exercise price of the stock options multiplied by the number of shares exercised. 2.Amount is determined based on the closing market price of our Common Stock on the vesting date of such shares multiplied by the number of shares vested. Each vested share was settled through the issuance of one share of our Common Stock.

  144. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our Compensation Committee has approved the Severance Plan to provide consistency in severance payments and benefit rights for our senior executives, including our NEOs, upon certain qualifying terminations of employment, whether or not in connection with a change in control of our company. When Mr. Daniel Burkland transitioned to the role of Executive Vice President, Go-to-Market Strategy effective November 7, 2024, he was no longer an executive officer of the Company. Accordingly, after November 7, 2024, Mr. Daniel Burkland was not entitled to severance payments or benefits under our Severance Plan.

  145. Potential Payments upon Termination or Change in Control

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  147. Potential Payments upon Termination or Change in Control

    Under the Severance Plan, if an NEO’s employment with us is terminated by us without “cause” (as defined in the 2014 Plan) (other than due to death or disability), and such termination is not in connection with a “change in control” (as defined in the Severance Plan) of the Company, then the NEO (other than Mr. Daniel Burkland) is eligible to receive: •a lump sum cash payment equal to 12 months (in the case of our CEO), or a lump sum cash payment equal to nine months (in the case of Mr. Zwarenstein), or six months (in the case of Messrs. Dignan and Kozanian) of his then-current annual base salary, and •either payment of the premiums for his continued post-termination health insurance coverage, or continued coverage under our health insurance plans for up to 12 months (in the case of our CEO), or up to nine months (in the case of Mr. Zwarenstein), or six months (in the case of Messrs. Dignan and Kozanian). If our CEO terminates his employment with us pursuant to a “constructive termination” (as defined in the Severance Plan), and such termination is not in connection with a “change in control” (as defined in the Severance Plan) of the Company, then he is eligible to receive the same payments and benefits as described above in the event of a termination without “cause.” If an NEO’s employment with us is terminated by us without cause (other than due to death or disability) or by the NEO pursuant to a “constructive termination” (as defined in the Severance Plan), and in each case, such qualifying termination occurs within three months prior to, on or within 12 months after a change in control of the Company, then the NEO (other than Daniel Burkland) is eligible to receive: •a lump sum cash payment equal to 18 months (in the case of our CEO), or a lump sum cash payment equal to 15 months (in the case of Mr. Zwarenstein), or 12 months (in the case of Messrs. Dignan and Kozanian) of his then-current base salary and his target annual cash bonus opportunity, •either payment of the premiums for his continued post-termination health insurance coverage for up to 18 months (in the case of our CEO), or up to 15 months (in the case of Mr. Zwarenstein), or 12 months (in the case of Messrs. Dignan and Kozanian), and •full accelerated vesting of his then-outstanding and unvested equity awards. If the payments or benefits payable under the Severance Plan would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after tax benefit to the affected NEO. Each NEO must execute and deliver an effective release of claims and continue to comply with any applicable restrictive covenants in order to receive the payments and benefits provided for under the Severance Plan. In addition to the benefits under the Severance Plan, pursuant to the Employment Offer Letter, our CEO is also eligible to receive continued company-provided healthcare benefits (for himself, his spouse, and eligible dependents) during and following his service as our CEO or as a director, generally on the same basis as was previously provided under his prior Chairman agreement.

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  150. Potential Payments upon Termination or Change in Control

    The table below sets forth the estimated payments and benefits that would be provided to each of our NEOs upon a qualifying termination of employment under the Severance Plan and, for our CEO, under the Employment Offer Letter, as of December 31, 2024.

  151. Potential Payments upon Termination or Change in Control

    | Name(1) | Type of Benefit | Involuntary Termination Without Cause Not In Connection With a Change in Control (2) | Involuntary Termination Without Cause or Termination Due to a Constructive Termination, each in connection with a Change in Control | | Michael Burkland | Cash severance - base salary | $585,000 | $877,500 | | | Cash severance - bonus | — | 877,500 | | | Value of accelerated vesting of equity awards(3) | — | 15,596,088 | | | Company-paid health care premiums | 35,832 | 53,748 | | | Total | $620,832 | $17,404,836 | | Barry Zwarenstein | Cash severance - base salary | $330,000 | $550,000 | | | Cash severance - bonus | — | 412,500 | | | Value of accelerated vesting of equity awards(3) | — | 3,398,276 | | | Company-paid health care premiums | 19,926 | 33,210 | | | Total | $349,926 | $4,393,986 | | Andy Dignan | Cash severance - base salary | $223,000 | $446,000 | | | Cash severance - bonus | — | 334,500 | | | Value of accelerated vesting of equity awards(3) | — | 4,455,201 | | | Company-paid health care premiums | 17,916 | 35,832 | | | Total | $240,916 | $5,271,533 | | Panos Kozanian | Cash severance - base salary | $225,000 | $450,000 | | | Cash severance - bonus | — | 292,500 | | | Value of accelerated vesting of equity awards(3) | — | 3,667,760 | | | Company-paid health care premiums | 11,472 | 22,944 | | | Total | $236,472 | $4,433,204 |

  152. Potential Payments upon Termination or Change in Control

    1.Mr. Daniel Burkland was not entitled to severance benefits under our Severance Plan as of December 31, 2024. 2.Mr. Michael Burkland is also entitled to the same payments and benefits in the event of a constructive termination of employment. 3.Amount represents the aggregate intrinsic value of the equity awards to vest upon either an involuntary termination of employment without cause or a termination of employment due to a constructive termination, each in connection with a change in control of the Company, which was calculated based on the closing market price of $40.64 per share of our Common Stock at December 31, 2024, the last trading day of 2024. In addition, if a successor entity refused to assume or replace a NEO’s outstanding equity awards at the time of the change in control of the Company, all such outstanding awards would become fully vested as of immediately prior to the closing of the change in control under the terms of our 2014 Plan, in these same amounts, regardless of whether such NEO experiences a termination of employment.

  153. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) of Regulation S-K, we are providing below disclosure relating to the ratio of the median of the annual total compensation of all of our employees (other than our Chief Executive Officer) and the annual total compensation of our Chief Executive Officer, Mr. Michael Burkland (our “CEO”). Since it has been three years since we identified a median employee for purposes of the CEO pay ratio calculation, as defined by Item 402(u) of Regulation S-K, we completed an assessment to identify a new median employee for 2024. The methodology we used to identify our median employee for 2024 was as follows: •We selected December 31, 2024, the last day of our 2024 fiscal year, as the determination date for purposes of identifying our median employee. •We selected our median employee based on 2,812 full-time and part-time employees who were included as employees on our payroll records as of the determination date. As permitted under Item 402(u), we have excluded the 266 employees of Acqueon, Inc., which we acquired in August 2024. •We selected our median employee using a compensation measure that consisted of cash compensation payable and paid during 2024 (base salary rate, hourly wages and quarterly and annual incentive compensation) and the grant date fair value of equity awards granted in 2024. We annualized base salary rate and quarterly and annual incentive compensation for any full-time and part-time employees who commenced work during 2024 to reflect a full calendar year. •We did not rely on the data privacy or de minimis exceptions allowed by SEC rules to exclude any non-U.S. employees from our employee population, nor did we use any cost-of-living adjustment. •We converted amounts paid to non-U.S. employees in foreign currencies to U.S. dollars using foreign currency exchange rates in effect as of December 31, 2024. •All employees except for our CEO were ranked from lowest to highest with the median employee determined from this list. We calculated the annual total compensation of our median employee in the same manner that we calculated the total compensation of our CEO for purposes of the 2024 Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO (as required by Item 402(u) of Regulation S-K) to determine the pay ratio. For 2024: •The median of the annual total compensation of all our employees was $147,350;

  154. CEO Pay Ratio

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  155. CEO Pay Ratio

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  156. CEO Pay Ratio

    •The annual total compensation of our CEO, Michael Burkland, was $11,997,464; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 81 to 1. Please note that this pay ratio is significantly higher than our CEO pay ratio in 2023 as our CEO Michael Burkland was not eligible for (and did not receive) an equity award in 2023 as he had previously received a new hire equity award in December 2022. In 2024, Michael Burkland received a more customary "refresh" equity award. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Because SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  157. Pay versus Performance

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (as defined by Item 402(v) and as further described below) to our named executive officers and certain company financial performance measures. The following table provides information showing the relationship during 2024, 2023, 2022, 2021 and 2020 between (1) executive "compensation actually paid” to (a) each person serving as our principal executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as our "other NEOs"), on an average basis, and (2) the Company’s financial performance. The Company selected performance measure (the "CSM") included in the charts below is Revenue and Adjusted EBITDA is included as a supplemental measure because it is almost equally important. Both of the measures are described in more detail in the "Compensation Discussion and Analysis - Key Elements of Our 2024 Executive Compensation Program" section above.

  158. 2024 Pay Versus Performance Table

    2024 Pay Versus Performance Table

  159. 2024 Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for Michael Burkland (b) | Compensation Actually Paid to Michael Burkland (c)(1)(8) | Summary Compensation Table Total for Rowan Trollope (b) | Compensation Actually Paid to Rowan Trollope (c)(2)(8) | Average Summary Compensation Table Total for Other NEOs (d) | Average Compensation Actually Paid to Other NEOs (e)(3)(8) | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | | | | | | | | | | Peer Group Total Shareholder Return (g)(4) | | | | | | | | | | | | Total Shareholder Return (f) | Nasdaq Computer Index | Net Loss (h)(5) | CSM Revenue (i)(6) | Supplemental Measure Adjusted EBITDA (j)(7) | | 2024 | 11,997,464 | (12,596,573) | — | — | 4,126,696 | (670,424) | 62 | 284 | (12,795) | 1,041,938 | 195,982 | | 2023 | 1,195,211 | 3,136,538 | — | — | 4,361,681 | 4,919,123 | 120 | 213 | (81,764) | 910,488 | 166,265 | | 2022 | 38,225,785 | 35,344,854 | 11,137,770 | (7,178,662) | 7,857,310 | 1,669,124 | 103 | 130 | (94,650) | 778,846 | 140,436 | | 2021 | — | — | 10,825,689 | 4,461,892 | 4,617,926 | 1,270,926 | 209 | 200 | (53,000) | 609,591 | 110,503 | | 2020 | — | — | 6,417,891 | 37,440,834 | 3,003,657 | 15,448,098 | 266 | 157 | (42,130) | 434,908 | 85,681 |

  160. 2024 Pay Versus Performance Table

    1.Michael Burkland served as our CEO beginning on November 28, 2022 and for all of 2023 and 2024. 2.Mr. Rowan Trollope served as our CEO for the entirety of 2020 and 2021, and through November 28, 2022, for 2022.

  161. 2024 Pay Versus Performance Table

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  163. 2024 Pay Versus Performance Table

    3.The NEOs included in this calculation for each year are: a.2024 - Barry Zwarenstein, Daniel Burkland, Andy Dignan and Panos Kozanian. b.2023 - Barry Zwarenstein, Daniel Burkland, Andy Dignan and Panos Kozanian. c.2022 - Barry Zwarenstein, Daniel Burkland, Scott Welch and Panos Kozanian. d.2021 - Barry Zwarenstein, Daniel Burkland and Scott Welch. e.2020 - Barry Zwarenstein, Daniel Burkland and Scott Welch. 4.For each of 2024, 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group is the NASDAQ Computer Index (the "Peer Group"). Beginning in 2023, we started to compare our Common Stock to the NASDAQ Computer Index and ceased using the NASDAQ Computer and Data Processing Index as that index is no longer available. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 5.Net loss attributable to Five9, Inc. as reported in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 21, 2025. 6.Revenue as reported in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 7.Adjusted EBITDA as reported in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 21, 2025. Adjusted EBITDA is calculated as net income (loss) before (1) depreciation and amortization, (2) stock-based compensation, (3) interest expense, (4) gain on early extinguishment of debt, (5) interest (income) and other, (6) exit costs related to the closure and relocation of our Russian operations, (7) acquisition and related transaction costs and one-time integration costs, (8) impairment charge related to closure of operating lease facilities, (9) lease amortization for finance leases, (10) costs related to a reduction in force plan, (11) provision for income taxes, and (12) other items that do not directly affect what we consider to be our core operating performance. 8.The additional table below sets forth each of the amounts required by Item 402(v) of Regulation S-K to be deducted from and added to the amount of total compensation as reflected in the applicable Summary Compensation Table, to calculate Compensation Actually Paid.

  164. 2024 Pay Versus Performance Table

    | | 2024 | | | | Michael Burkland | Other NEOs Average | | Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | $11,997,464 | $4,126,696 | | DEDUCT: grant date fair value (GDFV) of equity awards granted during FY | $(10,835,046) | $(3,336,454) | | ADD: Fair value (FV) as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | $3,838,398 | $1,370,523 | | ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | $(6,109,782) | $(1,639,340) | | ADD: vesting date FV for any equity awards granted during the year that vested at the end of or during FY | $652,923 | $265,794 | | ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | $(4,970,782) | $(1,061,123) | | DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | $(7,169,748) | $(396,520) | | Compensation Actually Paid (as defined by SEC rule) | $(12,596,573) | $(670,424) |

  165. 2024 Pay Versus Performance Table

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  166. 2024 Pay Versus Performance Table

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  167. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance Table. Total Shareholder Return (TSR): The graphs below shows the relationship between (i)"compensation actually paid" ("CAP") to each of our CEOs and the average of the CAP to our other NEOs and the total shareholder return of Five9, Inc. and (ii) the total shareholder return of Five9, Inc. and our Peer Group over the five fiscal years ending December 31, 2024, based on the hypothetical investment of $100 on December 31, 2019.

  168. Analysis of the Information Presented in the Pay versus Performance Table

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  170. Analysis of the Information Presented in the Pay versus Performance Table

    Net Loss: The graph below shows the relationship between CAP to each of our CEOs and the average of the CAP to our other NEOs and net loss attributable to Five9, Inc. over the five fiscal years ending December 31, 2024, as reported in the Company’s consolidated financial statements.

  171. Analysis of the Information Presented in the Pay versus Performance Table

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  172. Analysis of the Information Presented in the Pay versus Performance Table

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  173. Analysis of the Information Presented in the Pay versus Performance Table

    Revenue and Adjusted EBITDA: Revenue is the CSM for 2023 and Adjusted EBITDA is the supplemental measure, each of which are key performance indicators used by us in managing our business, and are linked to our growth and profitability and the creation of long-term stockholder value. The graphs below show the relationship between CAP to each of our CEOs and the average of the CAP to our other NEOs and our revenue and Adjusted EBITDA over the five fiscal years ending December 31, 2024.

  174. Analysis of the Information Presented in the Pay versus Performance Table

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  176. Analysis of the Information Presented in the Pay versus Performance Table

    Tabular List: The following table lists the three financial performance measures that we believe represent the most important financial performance measures we use to link CAP to our NEOs for fiscal year 2024 to our performance:

  177. Analysis of the Information Presented in the Pay versus Performance Table

    | •Revenue | | •Adjusted EBITDA | | •Relative total shareholder return |

  178. Analysis of the Information Presented in the Pay versus Performance Table

    For more information regarding how each of these performance measures are used in our executive compensation program, see the “Compensation Discussion and Analysis” section above.

  179. Analysis of the Information Presented in the Pay versus Performance Table

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  180. Analysis of the Information Presented in the Pay versus Performance Table

    Equity Compensation Plan Information The following table summarizes certain information with respect to our Common Stock that may be issued under the equity compensation plans as of December 31, 2024:

  181. Analysis of the Information Presented in the Pay versus Performance Table

    | | Number of Securities to be Issued Upon Exercise of Outstanding Options and Warrants and Vesting of Restricted Stock Units | Weighted-average Exercise Price of Outstanding Options and Warrants | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) | | | (a) | (b) | (c) | | Equity compensation plans approved by stockholders | 6,681,249(1) | $55.66(2) | 19,803,273(3) | | Equity compensation plans not approved by stockholders | 6,710(4) | 14.33 | — | | Total | 6,687,959 | | 19,803,273 |

  182. Analysis of the Information Presented in the Pay versus Performance Table

    1.Includes 852,898 shares underlying outstanding stock options and 5,828,351 shares underlying outstanding RSUs. 2.The weighted-average exercise price does not take into account shares issuable upon the vesting of outstanding RSUs, which have no exercise price. 3.Includes 15,505,634 shares of Common Stock reserved for issuance under the 2014 Plan and 4,297,639 shares of Common Stock reserved for issuance under the Company's 2014 Employee Stock Purchase Plan. 4.Represents assumed unvested stock options in connection with the acquisition of Inference Solutions Inc.

  183. Analysis of the Information Presented in the Pay versus Performance Table

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  184. Analysis of the Information Presented in the Pay versus Performance Table

    Transactions With Related Persons Other than the compensation arrangements with our non-employee directors and executive officers, there have been no transactions since January 1, 2024 (and there are no currently proposed transactions) in which: •we have been or are to be a participant; •the amount involved exceeds $120,000; and •any of our directors, executive officers or holders of more than 5% of our Common Stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.