DEF 14A of Appian Corp, Apr 25, 2024

DEF 14A of Appian Corp

Filed Apr 25, 2024 · FY20230001441683-24-000034

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our business affairs are managed under the direction of our Board, which is currently composed of eight members. Mr. Mulligan, who has served as a director since 2008, is not standing for re-election and will depart the Board effective immediately following the Annual Meeting. The Board of Directors has nominated the following seven individuals to stand for election at the Annual Meeting. Each of the nominees listed below is currently a director of the Company who was previously elected by the stockholders. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills, and whether he or she meets the applicable independence standards. Each director elected and qualified will hold office from the date of their election by the stockholders until the subsequent annual meeting of stockholders and until their successor is duly elected and has been qualified or until such director’s earlier death, resignation, or removal. Directors are elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Appian. Each person nominated for election has agreed to serve if elected. Our management team has no reason to believe any nominee will be unable to serve.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led our Board of Directors to recommend that person as a nominee for director, as of the date of this proxy statement. Our Board of Directors seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business and that is committed to rigorously represent the long-term interests of the Company’s stockholders. To that end, the Nominating and Corporate Governance Committee has identified, evaluated, and recommended nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit personal integrity and ethics, collegiality, sound business judgment, and other qualities the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board, including gender, racial, and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and our Board of Directors to believe the nominee should serve on the Board. At the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated the following seven persons to serve as directors for the term beginning at the Annual Meeting:

  3. DIRECTOR NOMINEES

    | Name | Age | Position Held with the Company | | Matthew Calkins | 51 | Chief Executive Officer, President, Founder, and Chairman of the Board | | Robert C. Kramer | 49 | General Manager, Founder, and Director | | A.G.W. “Jack” Biddle, III | 63 | Director | | Shirley A. Edwards | 63 | Director | | Barbara “Bobbie” Kilberg | 79 | Director | | Mark Lynch | 60 | Director and Former Chief Financial Officer | | William D. McCarthy | 58 | Director |

  4. DIRECTOR NOMINEES

    Matthew Calkins is a Founder of Appian and has served as our Chief Executive Officer, President, and as Chairman of our Board of Directors since August 1999. He also served as a director of MicroStrategy, Inc., a publicly held provider of enterprise software platforms, from November 2004 to April 2014. Mr. Calkins holds a B.A. in Economics from Dartmouth College. Our Board of Directors believes Mr. Calkins’ business expertise and his daily insight into corporate matters as our Chief Executive Officer, as well as his experience as a member of the board of directors of a public company, qualify him to serve on our Board of Directors. Robert C. Kramer is a Founder of Appian and has served as our General Manager since January 2013 and as a member of our Board of Directors since 2008. Mr. Kramer served as our Chief Financial Officer from our founding to October 2008 and as our Vice President, Technology from October 2008 to December 2012. Mr. Kramer holds a B.S. in Economics from the Wharton School of the University of Pennsylvania. Our Board of Directors believes Mr. Kramer’s business expertise and his insight into corporate matters as our General Manager qualify him to serve on our Board of Directors. A.G.W. “Jack” Biddle, III has served as a member of our Board of Directors since 2008. Mr. Biddle has served as a General Partner of Novak Biddle Venture Partners since he co-founded the venture capital firm in 1996. Mr. Biddle serves as a director for a number of privately held companies. Mr. Biddle holds a B.A. in Economics from the University of Virginia. Our Board of Directors believes Mr. Biddle’s experience investing in technology businesses and his service on numerous private company boards qualify him to serve on our Board of Directors. Shirley A. Edwards has served as a member of our Board of Directors since January 2023. From 2002 to 2022, Ms. Edwards was a partner at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. Ms. Edwards serves on the Board of Directors of Solventum Corp. and has also served as a board member for Girls Scouts of the Nation’s Capital and Leadership Greater Washington, the Pamplin College of Business Advisory Council for Virginia Tech, and the National Capital Region Advisory Board for the American Red Cross. Ms. Edwards holds a B.S. in Accounting from Virginia Tech and is a licensed CPA. Our Board of Directors believes Ms. Edwards’ extensive experience in public company accounting qualifies her to serve on our Board of Directors. Barbara “Bobbie” Kilberg has served as a member of our Board of Directors since January 2017. Ms. Kilberg is President and CEO Emeritus of the Northern Virginia Technology Council (the “NVTC”), one of the largest technology councils in the nation. Ms. Kilberg held the position of President and CEO of NVTC from 1998 to 2020. She currently serves as Strategic Advisor to NVTC, as well as on the Board of Advisors to Acentra Health. Ms. Kilberg holds a B.A. in Political Science from Vassar College, an M.A. in Political Science from Columbia University, and a J.D. from Yale University. Our Board of Directors believes Ms. Kilberg’s experience working with technology companies at NVTC and in national and local government positions qualifies her to serve on our Board of Directors. Mark Lynch has served as a member of our Board of Directors since June 2022 and prior to that served as our Chief Financial Officer from October 2008 to March 2022. Mr. Lynch holds a B.S. in Accounting from Pennsylvania State University and an M.B.A. in Finance from George Washington University. Our Board of Directors believes Mr. Lynch's unique perspective on our business and operations from his extensive experience working as our CFO qualify him to serve on our Board of Directors. William D. McCarthy has served as a member of our Board of Directors since June 2022. Prior to that he served in a non-executive role as Acting Chief Operating Officer from May 2022 to August 2023 and as an Advisor to our Board of Directors from April 2021 to May 2022. Until March 2021, Mr. McCarthy served as Executive Vice President, Worldwide Field Operations and Chief Revenue Officer of Infoblox Inc., a security and network control company. Prior to Infoblox, which he joined in 2016, Mr. McCarthy held various positions at Cisco Systems from 2003 to 2016, where he most recently served as Vice President for Cisco’s Global Service Provider business. He has also been serving as an Advisory Board Member at Bull City Venture Partners since 2014. Mr. McCarthy holds a B.S. in Business Administration and Marketing from Illinois State University. Our Board of Directors believes Mr. McCarthy’s experience in operating revenue operations at large scale companies qualifies him to serve on our Board of Directors. A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  7. Executive Compensation Philosophy and Practices

    Executive Compensation Philosophy and Practices Philosophy and Objectives Our compensation philosophy is driven by our objective to attract and retain exceptional individuals across the Company. We seek to reward those who take on additional responsibility, are innovative, and are making an impact in a way that incorporates our core values of Respect, Ambition, Work to Impact, and Constructive Dissent & Resolution. These principles and people are the pillars of our organization. Our objective is to signal to these individuals they have a future at the Company and are valued. Our executive compensation program fits within this philosophy and aims to achieve these objectives. In addition, we also believe that, as a public company, certain elements of our executive compensation programs should align employee interests with those of our stockholders. Practices and Policies The Compensation Committee uses its judgment to establish a total compensation program for each Named Executive Officer that is a mix of current, short-term, and long-term incentive compensation as well as cash and non-cash compensation it believes are appropriate to achieve the goals of our executive compensation program and our corporate objectives. We do not have formal policies for allocating compensation among base salary, annual performance bonuses, and equity awards or among cash and non-cash compensation. Except with respect to his own compensation, our Chairman and CEO Matt Calkins advises the Compensation Committee with respect to the compensation of our NEOs. The following is a summary of our guiding principles and practices with respect to executive compensation:

  8. Executive Compensation Philosophy and Practices

    | What We Do | What We Don't Do | | P Conduct annual executive compensation review | O No “single trigger” change in control payments | | P Place a significant amount of targeted compensation at risk | O No stock option repricing | | P Tie performance bonus opportunities to corporate objectives | O No automatic acceleration of vesting under equity plans | | P Design our compensation programs to discourage excessive risk-taking | O No executive retirement plans | | P Place a cap on performance bonuses | O No special welfare or health benefits | | P Conduct a say-on-pay vote on an annual basis | O No guaranteed salary increases or bonuses | | P Maintain a “clawback” policy which mandates recoupment of executive officers’ incentive-based compensation in the event of an accounting restatement. | O No significant perquisites | | | O No Section 280G tax gross-ups |

  9. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee The Compensation Committee reviews each NEO’s compensation at least once a year and makes a final determination regarding any adjustments to the current compensation structure and levels after considering a number of factors. The Compensation Committee generally considers the scope of an officer’s responsibilities and performance, as well as the Company’s performance and current market conditions. The Compensation Committee also considers recommendations made by our CEO with regard to equity grants to the other NEOs based on the performance of each NEO over the past year. We do not use a peer group or consider competitive market pay data at this time and have no present intention to consider peer group compensation in the near term. We may change this practice in the future. Role of our Chief Executive Officer in Determining Executive Compensation Our CEO makes recommendations to the Compensation Committee regarding the setting of performance objectives for the Company. The CEO may also set specific goals for particular departments of the Company such as our Customer Success organization. Each NEO is required to operate his function with the purposes of meeting the overall performance objectives of the Company and to maximize the productivity of his own functional area of responsibility. While our Compensation Committee solicits the recommendations of our CEO, the Compensation Committee uses these recommendations as only one factor in making compensation decisions. No NEO participates in portions of any meetings during which decisions are made regarding his own compensation. The final salary adjustments and incentive awards to NEOs are approved solely by the Compensation Committee. Our CEO does not make recommendations as to his own compensation. In the case of the CEO, his individual performance evaluation is conducted solely by the Compensation Committee, which determines his compensation changes and awards. Say-on-Pay; Stockholder Engagement At our 2023 Annual Meeting of Stockholders, our stockholders approved the advisory resolution on executive compensation with over 95% of votes cast voting in favor of the resolution. We considered the results of this vote and view this vote as confirmation our stockholders support our executive compensation policies and decisions. We value our stockholders' feedback and actively engage with our stockholders, including through our quarterly earnings calls, investor conferences, and outreach through our Investor Relations department.

  10. 2023 Executive Compensation Program

    (1)Effective May 3, 2022. (2)Effective April 1, 2022. Senior Executive Cash Incentive Bonus Plan For 2023, the Compensation Committee set corporate performance goals under the Bonus Plan that were based on the following criteria: (1) new logos in 2023, (2) net new annual contract value bookings (“ACV”) above 2022 actual ACV, and (3) executive alignment with corporate culture and strategy, paid on the average rate earned by all executives under this goal, subject to the percentage payable under the Bonus Plan not exceeding the percentage of the bonus payable to non-NEO eligible employees. The payout levels were set with a goal of having the Company achieve superior revenue and customer growth rates in 2023, as well as to create the basis for growth in future periods through the renewal and expansion of subscription agreements with existing customers, as well as the executives’ ability to align their departments to achieve long term corporate goals. Generally, the payout levels are set such that the relative difficulty of achieving the full amount is consistent from year to year. The corporate performance goals for 2023 were calculated following the end of the year in accordance with the Company’s financial statements and disclosures and evaluation of the executive’s alignment with corporate culture and strategy by an executive committee. Each NEO earned the following amounts under the Bonus Plan for 2023: $150,000 for Mr. Calkins, $125,000 for Mr. Matheos, $50,000 for Mr. Winters, and $117,500 for Mr. Zamudio-Ramirez. Half of such amounts was based solely on achievement of the corporate performance goals related to new logos and ACV, with no discretionary bonus element, and the other half was based on the discretion of the executive committee. Customer Success Bonus Plan For 2023, the target bonus opportunity for Mr. Zamudio-Ramirez was set at $62,500 per quarter. The quarterly bonus opportunities were measured and paid on a quarterly basis based on actual gross profit of the Customer Success organization. Quarterly bonuses were set to be earned ratably beginning with achievement of 75% of the quarterly target and earned fully at 100% of the quarterly target. Mr. Zamudio-Ramirez earned a bonus of $147,760 under the CS Bonus Plan for 2023. Senior Executive Sales Bonus Plan Under our Senior Executive Sales Bonus Plan for 2023, Mr. Jones received a bonus of $370,054. Long-Term Equity Incentive Compensation Equity awards are granted under our 2017 Equity Incentive Plan (the “2017 Plan”), which was adopted by our Board and approved by our stockholders in 2017. In 2023, the Compensation Committee evaluated and approved the following equity awards under the 2017 Plan: 20,325 RSUs for Mr. Jones, 24,086 RSUs for Mr. Matheos, and 9,330 RSUs for Mr. Winters. Each of these awards vest over a combination of a one-year and four-year period. For additional details regarding our 2023 long-term equity incentive compensation, see “Grants of Plan-Based Awards in 2023” on page 28 below. No other NEOs received any equity awards in 2023.

  11. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Agreements Mr. Calkins has entered into the standard employment agreement all of our employees agree to when commencing employment with the Company. The terms of the standard employment agreement state that the employee is an “at-will” employee and include provisions regarding non-competition, confidential information, and intellectual property. There are no provisions for additional payments upon termination or a change-of-control of the Company. We previously entered into employment agreements with Messrs. Jones, Matheos, and Winters that include additional provisions to our standard employment agreement described above. These employment agreements provide for a severance payment of base salary for a period of six months, the vesting of unvested equity, and the payment of continued employment benefits for six months as discussed in additional detail below. We did not amend any of the employment agreements in 2023. Section 401(k) Plan, Health, and Other Benefits We offer certain retirement, health, and other benefits to all employees. Our NEOs are eligible to participate in these benefit plans on the same basis as all other employees. We provide a 401(k) Retirement Savings Plan (the “401(k) Plan”) to eligible U.S. employees that is intended to qualify under Section 401(k) of the Code as a defined contribution retirement plan. The 401(k) Plan allows participants to make elective deferrals of a portion of their income as a contribution to a Section 401(k) profit sharing plan. Under the 401(k) Plan, the Company may, but is not required to, make matching contributions. For 2023, the Company made semi-monthly matching contributions of $1.00 per $1.00 of the employee’s contribution for such pay period, up to a maximum of 4% of the employee’s gross compensation for such pay period. Our health and benefit plans include medical, dental, vision, critical illness, accident, hospital indemnity, disability, life, long and short-term disability insurance, and health savings and flexible spending accounts. All employees also receive flexible leave with no set maximum number of vacation days and a medical leave program that allows employees to take sick leave when they need it, up to 10 consecutive business days. Perquisites and Other Personal Benefits We do not believe it is appropriate at this time to provide special perquisites or benefits and thus our NEOs do not receive any personal benefits or perquisites that are not available on a non-discriminatory basis to all employees.

  12. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Clawback Policy We seek to recover to the extent practicable performance-based compensation from our executive officers. Our Board adopted the Appian Corporation Compensation Recoupment Policy (the “Clawback Policy”) in accordance with Rule 10D-1 and the Nasdaq listing standards and it was effective as of October 2, 2023. Under the Clawback Policy, our Compensation Committee will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s executive officers in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Board will reasonably promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines that the financial measure contains a material error. Insider Trading Policy We maintain an insider trading policy that prohibits employees, directors, and consultants from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our stock. We do not have any stock ownership requirements in place for our NEOs or prohibitions on pledging our stock. Equity Grant Practices We generally grant RSUs to newly hired employees shortly after the employee’s start date and on an annual basis, in each case subject to prior approval of the Compensation Committee. All employees are eligible for merit-based equity grants periodically throughout the year, subject to the approval of the Compensation Committee. We do not time the granting of equity awards to coordinate with the release of material non-public information.

  13. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows, for fiscal years 2023, 2022, and 2021, compensation awarded to, paid to, or earned by the Company’s Named Executive Officers as of December 31, 2023, in accordance with SEC rules. All amounts are presented in whole dollars.

  14. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation (4) ($) | Total ($) | | Matthew Calkins(5) Chief Executive Officer | 2023 | 1,000,000 | — | — | 150,000 | 13,566 | 1,163,566 | | | 2022 | 915,625 | — | 18,823,638 | 99,000 | 12,380 | 19,850,643 | | | 2021 | 708,333 | — | — | 261,810 | 11,705 | 981,848 | | Christopher Jones(6) Former Chief Revenue Officer | 2023 | 500,000 | 1,045,112 | — | 775,054 | 12,796 | 2,332,962 | | Mark Matheos Chief Financial Officer | 2023 | 750,000 | 855,053 | — | 455,000 | 14,577 | 2,074,630 | | | 2022 | 676,753 | 766,593 | — | 82,500 | 13,320 | 1,539,166 | | | 2021 | 265,000 | 400,038 | — | 43,635 | 12,670 | 721,343 | | Christopher Winters General Counsel and Secretary | 2023 | 450,000 (7) | 368,162 | — | 212,000 | 14,228 | 1,044,390 | | | 2022 | 550,000 | 413,115 | — | 1,030,668 | 13,476 | 2,007,260 | | | 2021 | 400,000 | — | — | 87,270 | 10,847 | 498,117 | | Pavel Zamudio-Ramirez(6) Chief Customer Officer | 2023 | 800,000 | — | — | 117,500 | 164,978 (8) | 1,082,478 | | | 2022 | 775,000 | — | — | 309,101 | 16,206 (8) | 1,100,307 |

  15. SUMMARY COMPENSATION TABLE

    (1)This column reflects the full grant date fair value of RSUs granted during the year measured pursuant to ASC 718, the basis for computing stock-based compensation in our consolidated financial statements. For RSU awards, the grant date fair value is calculated using the closing price of our Class A common stock on the date of grant. See Notes 2 and 10 to our Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the value determination of the RSU awards. There is no assurance that the grant date fair values will ever be realized by any Named Executive Officer. See the “Outstanding Equity Awards at December 31, 2023” table below for information on RSU awards granted to our Named Executive Officers that remained outstanding as of December 31, 2023. (2)This column reflects the full grant date fair value of stock options granted during the year measured pursuant to ASC 718. In accordance with Accounting Standards Update 2016-09, we account for forfeitures as they occur rather than estimate expected forfeitures. For stock options, we calculate the grant date fair value using the Black-Scholes model using the assumptions described in Note 10 to our Annual Report on Form 10-K for the year ended December 31, 2023. There is no assurance the grant date fair values will ever be realized by any Named Executive Officer. See the “Outstanding Equity Awards at December 31, 2023” table below for information on stock option awards granted to our Named Executive Officers that remained outstanding as of December 31, 2023. (3)Totals for 2023 represent amounts earned by our NEOs under the bonus plans discussed above under “2023 Executive Compensation Program” starting on page 22, and retention bonus payments as follows: $330,000 for Mr. Matheos, $405,000 for Mr. Jones, and $162,000 for Mr. Winters. Totals for 2022 and 2021 represent amounts earned by our NEOs, other than Mr. Winters for 2022, during those years pursuant to our Bonus Plan. The 2022 total for Mr. Winters includes $30,668 earned under the Bonus Plan and a one-time performance bonus of $1,000,000. (4)The amounts reported in this column include matching contributions to our 401(k) Plan or Roth IRA, life insurance premiums, and HSA contributions, which we provide to all eligible employees. See “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program.” (5)Mr. Calkins is a member of our Board but does not receive any additional compensation in his capacity as a director. (6)Because Mr. Jones was not a Named Executive Officer in 2022 or 2021 and Mr. Zamudio-Ramirez was not a Named Executive Officer in 2021, SEC rules do not require their compensation for those respective years to be reported. Mr. Matheos did not serve as Chief Financial Officer in 2021, and his compensation is being reported as an executive officer other than the principal financial officer for 2021. (7)Mr. Winters worked on a reduced schedule for a portion of 2023 and agreed to reduce his salary accordingly. (8)Includes ESPP match of $2,250, which is a benefit available to all employees who participate in the ESPP.

  16. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table shows certain information regarding grants of plan-based awards to the Named Executive Officers for the fiscal year ended December 31, 2023. Messrs. Calkins and Zamudio-Ramirez did not receive any plan-based awards in 2023. The dollar values of payments under the Bonus Plan are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For more information about our Bonus Plan, see “Compensation Discussion and Analysis - 2023 Executive Compensation Program - Senior Executive Cash incentive Bonus Plan.”

  17. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name | Grant Date | All Other Stock Awards: Number of RSUs(1) | All Other Option Awards: Number of Securities Underlying Options | Per Share Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Christopher Jones | 8/1/2023 | 20,325(3) | — | — | 1,045,112 | | Mark Matheos | 5/8/2023 | 24,086(4) | — | — | 855,053 | | Christopher Winters | 10/31/2023 | 9,330 (5) | — | — | 368,162 |

  18. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1)The RSU awards were granted pursuant to our 2017 Plan. Each RSU represents a contingent right to receive one share of our Class A Common Stock (or its cash equivalent, at our discretion). (2)See Footnotes 1 and 2 to the “Summary Compensation Table,” above, as applicable. (3)7,877 of the RSUs vested immediately, and 12,448 of the RSUs vest in four equal annual installments of 25% each anniversary of August 5, 2023, provided the NEO has provided continuous service to us through each vesting date. (4)9,718 of the RSUs vested immediately, and 14,368 of the RSUs vest in four equal annual installments of 25% each anniversary of May 8, 2023, provided the NEO has provided continuous service to us through each vesting date. (5)2,966 of the RSUs vest on November 5, 2024, and 6,364 of the RSUs vest in four equal annual installments of 25% each anniversary of November 5, 2023, provided the NEO has provided continuous service to us through each vesting date.

  19. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table shows, for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.The market value of the Stock Awards represents the market value of the shares of Class A common stock underlying the RSUs as of December 31, 2023, based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market of $37.66 on December 29, 2023.

  20. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Option Awards(1) | | | | | Stock Awards (RSUs)(1) | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options: Exercisable(2) | Number of Securities Underlying Unexercised Options: Unexercisable(3) | Option Exercise Price(4) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(5) | Market Value of Shares or Units of Stock That Have Not Vested | | Matthew Calkins | 7/20/2016 | 1,444,183 | — | $9.46 | 7/20/2026 | — | $— | | | 4/25/2017 | 100 | — | $12.00 | 4/25/2027 | — | $— | | | 6/8/2022 | — | 700,000(6) | $50.63 | 6/7/2032 | — | $— | | Christopher Jones | — | — | — | $— | — | 12,448(7) | $468,792 | | | — | — | — | $— | — | 9,438(8) | $355,435 | | Mark Matheos | — | — | — | $— | — | 1,131(9) | $42,593 | | | — | — | — | $— | — | 1,882(10) | $70,876 | | | — | — | — | $— | — | 14,368(11) | $541,099 | | | — | — | — | $— | — | 7,812(12) | $294,200 | | Christopher Winters | 4/25/2017 | 100 | — | $12.00 | 4/25/2027 | 2,261(9) | $85,149 | | | — | — | — | $— | — | 3,702(13) | $139,417 | | | — | — | — | $— | — | 9,330(14) | $351,368 | | Pavel Zamudio- Ramirez | — | — | — | $— | — | 2,068(15) | $77,881 | | | — | — | — | $— | — | 1,176(10) | $44,288 | | | — | — | — | $— | — | 8,598(16) | $323,801 |

  21. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1)All of the option awards and RSU awards listed in this table and granted before our 2017 Plan became effective on May 24, 2017 were granted under the 2007 Stock Option Plan; all other option awards and RSU awards listed in this table were granted under the 2017 Plan. (2)The shares of Class B common stock reflected in this column are vested and exercisable. (3)The shares of Class A common stock reflected in this column had not satisfied the option vesting requirements as of December 31, 2023. (4)All of the option awards listed in the table were granted with a per share exercise price equal to or above the fair market value of our common stock on the date of the grant as determined in good faith by our Board. (5)The shares of Class A common stock reflected in this column had not satisfied the RSU vesting requirements as of December 31, 2023. (6)The option will vest in four installments of 25% each if (a) the average closing price per share of the Company's Class A common stock for a 365 calendar day period equals each of $175, $200, $225, and $250, respectively (the "Vesting Price Threshold") or (b) if the Company engages in a corporate transaction in which the Company's Class A common stock is valued at or above a Vesting Price Threshold, in each case prior to June 7, 2030. (7)The RSUs were granted on August 1, 2023 and vest in four equal annual installments on each of August 5, 2024, August 5, 2025, August 5, 2026, and August 5, 2027, subject to the NEO’s continued service through each vesting date. (8)The RSUs were granted on August 2, 2022 and vest in three equal annual installments on each of August 5, 2024, August 5, 2025, and August 5, 2026, subject to the NEO’s continued service through each vesting date. (9)The RSUs were granted on October 29, 2019 and vest on November 5, 2024, subject to the NEO’s continued service through the vesting date. (10)The RSUs were granted on May 4, 2021 and vest in two equal annual installments on each of May 5, 2024 and May 5, 2025, subject to the NEO's continued service through each vesting date. (11)The RSUs were granted on May 8, 2023 and vest in four equal annual installments on each of May 5, 2024, May 5, 2025, May 5, 2026 and May 5, 2027, subject to the NEO's continued service through the vesting date. (12)The RSUs were granted on May 3, 2022 and vest in three equal annual installments on each of May 5, 2024, May 5, 2025, and May 5, 2026, subject to the NEO’s continued service through each vesting date. (13)The RSUs were granted on August 2, 2022 and vest in three equal annual installments on each of November 5, 2024, November 5, 2025, and November 5, 2026, subject to the NEO’s continued service through the vesting date. (14)The RSUs were granted on October 31, 2023. 4,557 of the RSUs vest on November 5, 2024, and 1,591 of the RSUs vest on each of November 5, 2025, November 5, 2026, and November 5, 2027, subject to the NEO's continued service through each vesting date. (15)The RSUs were granted on November 2, 2021 and vest in two equal annual installments on each of November 5, 2024, and November 5, 2025, subject to the NEO’s continued service through each vesting date. (16)The RSUs were granted on May 5, 2020 and vest in two equal annual installments on each of May 5, 2024 and May 5, 2025, subject to the NEO’s continued service through each vesting date.

  22. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table presents, for Messrs. Jones, Matheos, Winters and Zamudio-Ramirez, on an aggregate basis, the number of shares of our common stock acquired upon the vesting and settlement of RSUs during the fiscal year ended December 31, 2023, along with the aggregate value realized on the vesting and settlement of RSUs. Mr. Calkins did not receive an RSU grant for fiscal year 2023 and none of our Named Executive Officers exercised any stock options in 2023.

  23. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards (RSUs) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Christopher Jones | — | — | 18,985 | 940,707 | | Mark Matheos | — | — | 18,793 | 706,662 | | Christopher Winters | — | — | 6,680 | 266,532 | | Pavel Zamudio-Ramirez | — | — | 5,921 | 207,219 |

  24. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1)The aggregate value realized upon the vesting of an RSU represents the aggregate market price of the shares of our Class A common stock on the vesting date.

  25. SUMMARY OF ESTIMATED AMOUNTS PAYABLE UPON A TERMINATION OR CHANGE IN CONTROL

    SUMMARY OF ESTIMATED AMOUNTS PAYABLE UPON A TERMINATION OR CHANGE IN CONTROL The following table summarizes the estimated payments to be made to Messrs. Jones, Matheos, and Winters under the terms of their employment agreements in the event of a termination of employment without cause or for good reason in connection with a change in control, upon resignation, or death. In accordance with SEC regulations, the following table does not include any amount to be provided to a Named Executive Officer under any arrangement that does not discriminate in scope, terms, or operation in favor of the Named Executive Officer and that is available generally to all salaried employees. Also, the following table does not duplicate information already provided in the outstanding equity awards at fiscal year-end table, except to the extent the amount payable to the Named Executive Officer would be enhanced by the termination event. The amounts in the following table are hypothetical and based on SEC regulations. Actual payments will depend on the circumstances and timing of any termination. In accordance with SEC regulations, for purposes of the quantitative disclosure in the following table, we have assumed the termination took place on December 31, 2023 under the terms of the current employment agreements, based on the NEOs compensation structure as of December 31, 2023, and the price per share of our common stock is the closing price of our Class A common stock as reported on the Nasdaq Global Market on December 29, 2023, or $37.66. All amounts are presented in whole dollars.

  26. SUMMARY OF ESTIMATED AMOUNTS PAYABLE UPON A TERMINATION OR CHANGE IN CONTROL

    | NEO Benefits and Payments upon Termination | Termination by Company Without Cause or by Employee for Good Reason, each in Connection with a Change in Control | Voluntary Termination | Death | | Christopher Jones | | | | | Severance Payment | $250,000 | $— | $— | | Acceleration of Equity | 824,227 | — | — | | Insurance Benefits | 11,683 | — | — | | Total: | $1,085,910 | $— | $— | | Mark Matheos | | | | | Severance Payment | $375,000 | $— | $— | | Acceleration of Equity Awards | 948,768 | — | — | | Insurance Benefits | 9,620 | — | — | | Total: | $1,333,388 | $— | $— | | Christopher Winters | | | | | Severance Payment | $300,000 | $— | $— | | Acceleration of Equity Awards | 575,934 | — | — | | Insurance Benefits | 11,372 | — | — | | Total: | $887,306 | $— | $— |

  27. CEO PAY RATIO

    CEO PAY RATIO Under SEC rules, we are required to provide a reasonable estimate of the ratio of the annual total compensation of Mr. Calkins, our CEO, to the median of the annual total compensation of our other employees. We identified the employee with annual total compensation at the median of the compensation of all of our employees (the “Median Employee”) by considering our employee population as of December 31, 2023 (the “Employee Population Determination Date”). We considered all individuals, excluding our CEO, who were employed by us (including our consolidated subsidiaries) on the Employee Population Determination Date, whether employed in the U.S. or outside the U.S., or on a full-time or part-time, including employees on a leave of absence. Contractors, interns, and other non-employees were not included in our employee population. The total number of our U.S. and non-U.S. employees considered for the calculation was 2,263. To identify the Median Employee from the employee population described above, we determined each employee's compensation as the sum of the following components: •Base pay - For hourly employees, base pay is calculated as the hourly rate in effect on December 31, 2023 multiplied by a reasonable estimate of hours worked during the year. For salaried employees, base pay is calculated as annual base salary in effect on December 31, 2023 regardless of the employee's hire date. •Cash bonuses and commissions - For purposes of the calculation, our CEO's bonus was calculated as a cash bonus earned in 2023. For all other employees, cash bonuses and commissions reflect actual bonuses or commissions paid in 2023. •Equity compensation - For all employees, equity compensation is calculated as the aggregate grant date fair value (as determined in accordance with footnote 1 of the 2023 Summary Compensation Table) of any equity awards granted in fiscal year 2023. •Group term and basic life insurance premiums •ESPP employer matches •Health Savings Account employer matches •401(k) employer matching contributions or employer retirement contributions to other government sponsored retirement plans. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using exchange rates in effect as of December 31, 2023, as provided in our system of record for compensation information. We did not make any cost-of-living adjustments for employees outside of the United States. We believe our methodology provides a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the Median Employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by the Company in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. For our last completed fiscal year, which ended December 31, 2023: •The median of the annual total compensation of all of our employees (other than Mr. Calkins), including employees of our consolidated subsidiaries, was approximately $154,448. •Mr. Calkins' annual total compensation for 2023, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,163,566. •Based on the above, for fiscal year 2023, the ratio of Mr. Calkins' annual total compensation to the median of the annual total compensation of all employees was approximately 7.53 to 1.

  28. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  29. Pay Versus Performance Table

    Pay Versus Performance Table The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, the compensation actually paid to our CEO and, on an average basis, to our other NEOs (in each case as defined by Item 402(v) of Regulation S-K), our total shareholder return (“TSR”), the TSRs of the NASDAQ Computer Index (our peer group) over the same period, and Net Income. All amounts other than per share amounts are presented in whole dollars.

  30. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | | | | | | | Total Return ($) | Peer Return ($) | | | 2023 | 1,163,566 | 4,806,301 | 1,633,615 | 1,718,804 | 98.56 | 221.06 | (111,440,577) | | 2022 | 19,850,643 | 11,929,759 | 1,096,056 | 566,043 | 85.21 | 132.79 | (150,920,305) | | 2021 | 981,848 | 32,179,193 | 1,177,418 | (1,516,719) | 170.66 | 206.76 | (88,640,479) | | 2020 | 808,958 | 79,277,397 | 796,830 | 4,228,758 | 424.21 | 149.98 | (33,476,840) |

  31. Pay Versus Performance Table

    The following table is a reconciliation of amounts presented in the Summary Compensation Table and Compensation Actually Paid in the preceding table. SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine compensation actually paid. Compensation actually paid does not necessarily represent cash or equity value transferred to the PEO or applicable NEO without restriction but rather is a value calculated under applicable SEC rules. In general, compensation actually paid is calculated as Summary Compensation Table total compensation adjusted to reflect the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date. All amounts presented are in whole dollars.

  32. Pay Versus Performance Table

    | Year | Executives | Summary Compensation Table Total ($) | (-) Stock Awards ($) | (+ / -) Year-End Equity Value ($) | (+ / -) Change of Value of Prior Equity Awards ($) | (+ / -) Change in Value of Vested Equity Awards ($) | Compensation Actually Paid ($) | | 2023 | CEO | 1,163,566 | — | — | 3,642,735 | — | 4,806,301 | | | Other NEOs | 1,633,615 | (379,575) | 340,315 | 48,537 | 75,912 | 1,718,804 | | 2022 | CEO | 19,850,643 | (18,823,638) | 10,903,054 | — | (300) | 11,929,759 | | | Other NEOs | 1,096,056 | (196,618) | 124,357 | (221,411) | (236,341) | 566,043 | | 2021 | CEO | 981,848 | — | — | (1,951) | 31,199,296 | 32,179,193 | | | Other NEOs | 1,177,418 | (461,751) | 244,244 | (1,508,089) | (968,541) | (1,516,719) | | 2020 | CEO | 808,958 | — | — | 78,468,355 | 84 | 79,277,397 | | | Other NEOs | 796,830 | (294,745) | 836,255 | 2,167,440 | 722,978 | 4,228,758 |

  33. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The Company did not use any financial performance metrics to link compensation actually paid for the NEOs in 2023, except the portion of Mr. Zamudio-Ramirez’s bonus tied to gross profit of the Customer Success organization. Therefore, the Company has not included a Company-Selected Measure in the Pay versus Performance disclosure. *Our peer group consists exclusively of the Nasdaq Computer Index.

  34. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  35. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Our Board has adopted a director compensation policy for non-employee directors, which provides for the compensation of non-employee directors with cash and equity compensation. For 2023, under the policy, each non-employee director receives an annual board service retainer of $250,000. The annual retainers are paid one-half in the form of cash and one-half in the form of fully-vested shares of our Class A common stock to be issued pursuant to our 2017 Plan. The number of shares of Class A common stock is determined by dividing the dollar amount of retainers to be paid in shares by the fair market value per share of our common stock on the date the retainer is payable, rounded down to the nearest whole share. All equity awards under this policy are also subject to the limitations on compensation payable to non-employee directors set forth in our 2017 Plan. The annual retainers are paid or granted, as applicable, in equal quarterly installments in advance on the first day of each fiscal quarter in which the service occurs. Non-employee directors who join our Board at a time other than the first day of a fiscal quarter are paid and granted a prorated portion of the annual retainer. We also reimburse all reasonable out-of- pocket expenses incurred by non-employee directors in attending meetings of our Board or any committee thereof. Additionally, Mr. McCarthy was paid $1,193,438 in 2023 for his services to us as Acting Chief Operating Officer.

  36. 2023 Director Compensation Table

    2023 Director Compensation Table The following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of all non-employee directors of the Company. Matthew Calkins, our CEO, and Robert Kramer, our General Manager, are executive officers and also members of our Board, but they do not receive any additional compensation for their service as directors. Mr. Calkins’ compensation as a Named Executive Officer is set forth above under “2023 Summary Compensation Table.”

  37. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Consulting fees ($) | Total ($) | | A.G.W. “Jack” Biddle, III | 125,063 | 124,937 | — | 250,000 | | Prashanth “PV” Boccassam | 62,531 | 62,469 | — | 125,000 | | Shirley A. Edwards | 125,063 | 124,937 | — | 250,000 | | Barbara “Bobbie” Kilberg | 125,063 | 124,937 | — | 250,000 | | Mark Lynch | 125,063 | 124,937 | — | 250,000 | | William McCarthy | 125,063 | 124,937 | 1,193,438(2) | 1,443,438 | | Michael J. Mulligan | 125,063 | 124,937 | — | 250,000 |

  38. 2023 Director Compensation Table

    (1)The value disclosed is the aggregate grant date fair value of 3,004 shares of Class A common stock granted to each of our non-employee directors, other than Mr. Boccassam, who received 1,663 shares of Class A common stock for his partial year of service, computed in accordance with FASB ASC Topic 718. The number of shares of Class A common stock granted to each director was set using the closing price of our common stock as of the grant date. (2)Amount reflects consulting fees paid to Mr. McCarthy in 2023. The table below shows the aggregate number of option and RSU awards outstanding as of December 31, 2023, for each of our directors who is not a Named Executive Officer:

  39. 2023 Director Compensation Table

    | Name | Option awards(1), (2) | Unvested RSU awards | | Barbara “Bobbie” Kilberg | 65,200(3) | — | | Mark Lynch | 9,530 | 7,307(4) |

  40. 2023 Director Compensation Table

    (1)All of the stock option awards listed in the table were granted under the 2007 Stock Option Plan. (2)Fully vested. (3)The stock option awards were awarded subject to a condition that prohibited exercise until we conducted a registered public offering of our shares. Such condition was satisfied for all of the stock option awards listed in the table, both vested and unvested, following our initial public offering. (4)Mr. Lynch received RSUs during his employment by the Company as Chief Financial Officer, and such RSUs will vest subject to his continued service to the Company as a Director through each vesting date as follows: 1,392 of the RSUs vested on January 5, 2024, 4,522 of the RSUs will vest on November 5, 2024, and 1,393 of the RSUs will vest on January 5, 2025.