DEF 14A of Appian Corp, Apr 23, 2025

DEF 14A of Appian Corp

Filed Apr 23, 2025 · FY20240001441683-25-000031

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 nine members. The Board of Directors has nominated the following nine individuals to stand for election at the Annual Meeting. Each of the nominees listed below, except for Messrs. Hartman and Beckley, is currently a director of the Company who was previously elected by the stockholders. Mr. Hartman and Mr. Beckley were recommended to the Nominating and Corporate Governance Committee for nomination by our CEO and appointed to the Board effective October 1, 2024 and November 5, 2024, respectively. 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 nine 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 nine 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 nine 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 | 52 | Chief Executive Officer, President, Founder, and Chairman of the Board | | Michael Beckley | 51 | Chief Technology Officer, Founder, and Director | | Robert C. Kramer | 50 | General Manager, Founder, and Director | | A.G.W. “Jack” Biddle, III | 64 | Director | | Shirley A. Edwards | 64 | Director | | Carl “Boe” Hartman II | 54 | Director | | Barbara “Bobbie” Kilberg | 80 | Director | | Mark Lynch | 61 | Director and Interim Chief Financial Officer1 | | William D. McCarthy | 59 | Director |

  4. DIRECTOR NOMINEES

    1 On April 21, 2025, the Corporation announced Srdjan “Serge” Tanjga has been appointed to serve as Chief Financial Officer, effective as of May 27, 2025. 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. Michael Beckley is a Founder of Appian and has served as our Chief Technology Officer since 2007 and as a member of our Board of Directors since November 2024. Mr. Beckley serves on the Board of the Northern Virginia Technology Council (“the NVTC”), one of the largest technology councils in the nation, on the Board of Advisors of the Center for a New American Security. Mr. Beckley holds a B.A. in Government from Dartmouth College. Our Board of Directors believes Mr. Beckley’s technical and business expertise and his insight into technology matters as our Chief Technology Officer 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 Baker Hughes Company 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. Carl “Boe” Hartman II has served as a member of our Board of Directors since October 2024. Mr. Hartman is the Co-Founder and CTO - Engineering of Nomi Health, Inc., a healthcare company that he co-founded in 2020. From 2015 to 2020, he was at Goldman Sachs, most recently serving as Partner and Managing Director, Head of Digital Strategy Integration from 2019 to 2020. Mr. Hartman also serves on the Board of Valkyrie Andromeda Corporation, Inc., the Board of Rational Exponent, and the Advisory Board of Violet.AI. Mr. Hartman holds a B.A. in International Political Science from West Virginia University and a Master’s Certificate in Project Management from George Washington University. Our Board of Directors believes Mr. Hartman’s experience founding and leading companies, along with his technical expertise, qualifies him 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 NVTC. 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 as our Interim Chief Financial Officer since November 2024. Prior to that, he 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 | | 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 equity 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 2024 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. 2024 Executive Compensation Program

    (1)Effective November 1, 2023. Senior Executive Cash Incentive Bonus Plan For 2024, the Compensation Committee set corporate performance goals under the Bonus Plan that were based on total software annual contract value growth and executive alignment with corporate strategy, 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 2024, 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 2024 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 strategy by an executive committee. The following NEOs earned amounts under the Bonus Plan for 2024: $150,000 for Mr. Calkins, $50,000 for each of Mr. Winters and Mr. Kramer, and $85,000 for Mr. Zamudio-Ramirez. All of the bonus amounts were based on the discretion of the executive committee. Retention Bonuses From time to time, we may pay an NEO bonus designed to retain executives taking into account the build up of equity awards vesting over multi-year periods. For 2024, Mr. Matheos and Mr. Winters received retention bonuses of $230,000 and $117,000, respectively. Customer Success Bonus Plan For 2024, the target bonus opportunity for Mr. Zamudio-Ramirez was set at $31,250 per quarter. The quarterly bonus opportunities were measured and paid on a quarterly basis based on the normalized net 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 $45,681 under the CS Bonus Plan for 2024. 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 2024, the Compensation Committee evaluated and approved the following equity awards under the 2017 Plan: 36,932 RSUs for Mr. Matheos and 8,148 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 2024 long-term equity incentive compensation, see “Grants of Plan-Based Awards in 2024” below. No other NEOs received any equity awards in 2024, other than the RSUs Mr. Lynch received in connection with his service as a director prior to becoming Interim CFO and the RSUs received under his Interim CFO engagement letter. See “Employment Agreements” below.

  11. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Agreements Messrs. Calkins and Kramer have, and Mr. Lynch had, 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 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. 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 2024. 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 2024, 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 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 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 2024, 2023, and 2022, compensation awarded to, paid to, or earned by the Company’s Named Executive Officers as of December 31, 2024, in accordance with SEC rules. All amounts are presented in whole dollars.

  14. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(9) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Matthew Calkins(5) Chief Executive Officer | 2024 | 1,000,000 | — | — | — | 150,000 | 276 | 1,150,276 | | | 2023 | 1,000,000 | — | — | — | 150,000 | 13,566 | 1,163,566 | | | 2022 | 915,625 | — | — | 18,823,638 | 99,000 | 12,380 | 19,850,643 | | Mark Lynch(6) Interim Chief Financial Officer | 2024 | 162,879 | 250,000 | 174,866 | — | — | 66 | 587,811 | | | 2022 | 261,364 | — | — | — | — | 11,791 | 273,155 | | Mark Matheos Former Chief Financial Officer | 2024 | 642,046 | 230,000 | 479,175 | — | — | 345 | 1,351,566 | | | 2023 | 750,000 | 330,000 | 855,053 | — | 125,000 | 14,577 | 2,074,630 | | | 2022 | 676,753 | — | 766,593 | — | 82,500 | 13,320 | 1,539,166 | | Robert Kramer(5) General Manager | 2024 | 850,000 | — | — | — | 50,000 | 265 | 900,265 | | | 2023 | 516,667 | — | — | — | 50,000 | 180 | 566,847 | | | 2022 | 425,000 | — | — | — | 35,668 | 12,380 | 473,048 | | Christopher Winters General Counsel and Secretary | 2024 | 600,000 | 117,000 | 311,371 | — | 50,000 | 253 | 1,078,624 | | | 2023 | 450,000(7) | 162,000 | 368,162 | — | 50,000 | 14,228 | 1,044,390 | | | 2022 | 550,000 | — | 413,115 | — | 1,030,668 | 13,476 | 2,007,260 | | Pavel Zamudio-Ramirez Chief Customer Officer | 2024 | 800,000 | — | 196,271 | — | 170,680 | 4,206(8) | 1,171,157 | | | 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, 2024 for information regarding the value determination of the RSU awards. 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, 2024” table below for information on RSU awards granted to our Named Executive Officers that remained outstanding as of December 31, 2024. (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, 2024. 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, 2024” table below for information on stock option awards granted to our Named Executive Officers that remained outstanding as of December 31, 2024. (3)Totals for 2024 and 2023 represent amounts earned by our NEOs under the bonus plans discussed above under “2024 Executive Compensation Program”. Totals for 2022 represent amounts earned by our NEOs, other than Mr. Winters, 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, HSA contributions, and home office allowances, which we provide to all eligible employees. See “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program.” (5)Messrs. Calkins and Kramer are members of our Board but do not receive any additional compensation in their capacity as directors. (6)Mr. Lynch did not receive compensation from us as an employee in 2023. (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. (9)This column consists of retention bonus payments paid to the NEO for such year.

  16. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 The following table shows certain information regarding grants of plan-based awards to the Named Executive Officers for the fiscal year ended December 31, 2024. Messrs. Calkins, Kramer, and Zamudio-Ramirez did not receive any plan-based awards in 2024. Mr. Lynch received stock for his service as a director while not serving as Interim Chief Financial Officer under the director compensation policy. See “2024 Director Compensation Table” below. 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 - 2024 Executive Compensation Program - Senior Executive Cash incentive Bonus Plan.”

  17. GRANTS OF PLAN-BASED AWARDS IN 2024

    | 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) | | Mark Lynch | 11/5/2024 | 6,465(3) | — | — | 250,000 | | Mark Matheos | 2/13/2024 | 6,479(4) | — | — | 205,000 | | | 4/30/2024 | 3,473(5) | — | — | 130,000 | | | 4/30/2024 | 26,980(6) | — | — | 1,010,000 | | Christopher Winters | 11/5/2024 | 1,656(7) | — | — | 64,000 | | | 11/5/2024 | 6,492(8) | — | — | 251,000 |

  18. GRANTS OF PLAN-BASED AWARDS IN 2024

    (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)The RSUs vest on May 5, 2025. (4)The RSUs vested on May 5, 2024. (5)The RSUs were to vest on May 5, 2025, provided the NEO provided continuous service to us through the vesting date; thus, none of the RSUs vested prior to Mr. Matheos’ departure. (6)The RSUs were to vest in four equal annual installments of 25% on each anniversary of May 5, 2024, provided the NEO provided continuous service to us through the vesting date; thus, none of the RSUs vested prior to Mr. Matheos’ departure. (7)The RSUs vest on November 5, 2025, provided the NEO has provided continuous service to us through the vesting date. (8)The RSUs vest in four equal annual installments of 25% on each anniversary of November 5, 2024, provided the NEO has provided continuous service to us through the vesting date.

  19. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table shows, for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers. Messrs. Kramer and Matheos did not have any outstanding equity awards at December 31, 2024. 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, 2024, based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market of $32.98 on December 31, 2024.

  20. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | 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 | 4/25/2017 | 100 | — | $12.00 | 4/25/2027 | — | $— | | | 6/8/2022 | — | 700,000(6) | $50.63 | 6/7/2032 | — | $— | | Mark Lynch | 7/20/2016 | 9,430 | — | $9.46 | 7/20/2026 | — | $— | | | 4/25/2017 | 100 | — | $12.00 | 4/25/2027 | — | $— | | | — | — | — | $— | — | 6,465(7) | $213,216 | | Christopher Winters | 4/25/2017 | 100 | — | $12.00 | 4/25/2027 | 2,468(8) | $81,395 | | | — | — | — | $— | — | 4,773(9) | $157,414 | | | — | — | — | $— | — | 1,656(10) | $54,615 | | | — | — | — | $— | — | 6,492(11) | $214,106 | | Pavel Zamudio- Ramirez | — | — | — | $— | — | 1,034(12) | $34,101 | | | — | — | — | $— | — | 588(13) | $19,392 | | | — | — | — | $— | — | 4,299(14) | $141,781 |

  21. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (1)All 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 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, 2024. (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, 2024. (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 November 5, 2024 and vest on May 5, 2025. (8)The RSUs were granted on August 2, 2022 and vest in two equal annual installments on each of November 5, 2025 and November 5, 2026, subject to the NEO’s continued service through the vesting date. (9)The RSUs were granted on October 31, 2023. 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. (10)The RSUs were granted on November 5, 2024 and vest on November 5, 2025, subject to the NEO’s continued service through the vesting date. (11)The RSUs were granted on November 5, 2024 and vest in four equal annual installments on each of November 5, 2025, November 5, 2026, November 5, 2027, and November 5, 2028, subject to the NEO’s continued service through each vesting date. (12)The RSUs were granted on November 2, 2021 and vest on November 5, 2025, subject to the NEO’s continued service through the vesting date. (13)The RSUs were granted on May 4, 2021 and vest on May 5, 2025, subject to the NEO’s continued service through the vesting date. (14)The RSUs were granted on May 5, 2020 and vest on May 5, 2025, subject to the NEO’s continued service through the vesting date.

  22. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 The following table presents, for each of the Named Executive Officers, on an aggregate basis, the number of shares of our common stock acquired upon the exercise of stock options and the vesting and settlement of RSUs during the fiscal year ended December 31, 2024, as well as the aggregate value realized on the exercise of stock options and the vesting and settlement of RSUs.

  23. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Option Awards | | Stock Awards (RSUs) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Matthew Calkins | 1,444,183 | 33,866,092 | — | — | | Mark Lynch | — | — | 5,914 | 221,331 | | Mark Matheos | — | — | 14,747 | 479,175 | | Christopher Winters | — | — | 8,052 | 311,371 | | Pavel Zamudio-Ramirez | — | — | 5,921 | 196,271 |

  24. OPTION EXERCISES AND STOCK VESTED IN 2024

    (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 Mr. Winters under the terms of his employment agreement 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. Mr. Matheos terminated his employment with the Company during 2024 without triggering any provisions of his employment agreement. 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, 2024 under the terms of the current employment agreements, based on the NEOs compensation structure as of December 31, 2024, 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 31, 2024, or $32.98. 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 Winters | | | | | Severance Payment | $300,000 | $— | $— | | Acceleration of Equity Awards | 507,529 | — | — | | Insurance Benefits | 11,149 | — | — | | Total: | $818,678 | $— | $— |

  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, 2024 (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 basis, 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 2,033. 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, 2024 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, 2024 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 2024. For all other employees, cash bonuses and commissions reflect actual bonuses or commissions paid in 2024. •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 Summary Compensation Table) of any equity awards granted in fiscal year 2024. •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, 2024, 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, 2024: •The median of the annual total compensation of all of our employees (other than Mr. Calkins), including employees of our consolidated subsidiaries, was approximately $161,267. •Mr. Calkins' annual total compensation for 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $1,150,276. •Based on the above, for fiscal year 2024, the ratio of Mr. Calkins' annual total compensation to the median of the annual total compensation of all employees was approximately 7.13 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 five 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 ($) | Peer Return ($) | | | 2024 | 1,150,276 | (3,880,711) | 1,017,885 | 574,812 | 86.31 | 304.86 | (92,262,091) | | 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 ($) | Compensation Actually Paid ($) | | 2024 | CEO | 1,150,276 | — | — | (5,030,987) | — | (3,880,711) | | | Other NEOs(1) | 1,017,885 | (341,049) | 295,543 | (378,333) | (19,234) | 574,812 | | 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. Pay Versus Performance Table

    (1) Includes ($650,492) of compensation actually paid to Mr. Matheos during his tenure as Chief Financial Officer from January 1 to November 7, 2024, including ($1.8 million) of RSUs which were forfeited upon his termination.

  34. 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 2024, 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.

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  36. 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 2024, 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. Lynch received a salary of $162,879 in 2024 in addition to a cash bonus and stock awards for his services to us as Interim Chief Financial Officer. See above under “2024 Executive Compensation Program.”

  37. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of all non-employee directors of the Company. Matthew Calkins, our CEO, Michael Beckley, our CTO, 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. Messrs. Calkins’ and Kramer’s compensation as Named Executive Officers are set forth above under “2024 Summary Compensation Table.”

  38. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | A.G.W. “Jack” Biddle, III | 125,071 | 124,929 | 250,000 | | Shirley A. Edwards | 125,071 | 124,929 | 250,000 | | Carl “Boe” Hartman II | 31,262 | 31,238 | 62,500 | | Barbara “Bobbie” Kilberg | 125,071 | 124,929 | 250,000 | | Mark Lynch | 125,071 | 124,929 | 250,000 | | William McCarthy | 125,071 | 124,929 | 250,000 |

  39. 2024 Director Compensation Table

    (1)The value disclosed is the aggregate grant date fair value of 3,538 shares of Class A common stock granted to each of our non-employee directors, other than Mr. Hartman, who received 915 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. The table below shows the aggregate number of option and RSU awards outstanding as of December 31, 2024, for each of our directors who is not a Named Executive Officer:

  40. 2024 Director Compensation Table

    | Name | Option awards(1), (2) | Unvested RSU awards | | Barbara “Bobbie” Kilberg | 65,200(3) | — |

  41. 2024 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.