DEF 14A of Huckleberry.ai, Inc., Apr 30, 2024

DEF 14A of Huckleberry.ai, Inc.

Filed Apr 30, 2024 · FY20240001505952-24-000021

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently comprises seven members. Six of our directors are independent under the Nasdaq listing standards. Our amended and restated certificate of incorporation (the “Charter”) and Bylaws provide that, until the date that outstanding shares of Class A common stock represent less than a majority of the total combined voting power of our Class A common stock and Class B common stock, otherwise referred to as the voting threshold date, the number of our directors shall be at least one and may be fixed from time to time by resolution of our stockholders. There are no family relationships among any of our directors or executive officers. Until the voting threshold date, we will have a single class of directors who are each elected for one-year terms and until their successors are duly elected and qualified. Following the voting threshold date, we will have a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Our directors will be assigned by the then-current board of directors to a class. At such times as we have a classified board of directors, upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation, or removal. The following table sets forth the names and certain other information for each of the nominees for election as a director and for each of the continuing members of the board of directors as of April 17, 2024.

  2. ELECTION OF DIRECTORS

    | Nominees | Age | Position | | Joshua G. James | 50 | Founder, Chief Executive Officer and Director | | Carine S. Clark(1)(2) | 60 | Executive Chair | | Daniel Daniel(1)(2) | 49 | Director | | Jeff Kearl(3) | 51 | Director | | John Pestana(3) | 50 | Director | | Dan Strong(1)(2) | 65 | Director | | Renée Soto(3) | 47 | Director |

  3. ELECTION OF DIRECTORS

    (1) Member of the audit committee (2) Member of the compensation committee (3) Member of the nominating and corporate governance committee

  4. Nominees for Director

    Nominees for Director Joshua G. James, our founder, has served as our chief executive officer and as a member of our board of directors since March 2023, having previously served in the same capacities from September 2010 until March 2022. Mr. James was the co-founder of Omniture, Inc., a provider of online business optimization products and services, and from 1996 to 2009, he served as its chief executive officer. Mr. James took Omniture public in 2006 and facilitated the sale of Omniture to Adobe in 2009. Mr. James has served on the board of directors of various privately held and public companies, including as a director of Mercato Partners Acquisition Corporation, a publicly held capital market company, from November 2021 to July 2022. He founded Silicon Slopes, a nonprofit initiative with the mission to promote the interests of Utah’s startup and high-tech industry, and is a board member of Parity.org, where he was a co-founder of the Parity Pledge initiative. Mr. James attended Brigham Young University for three and a half years and studied entrepreneurship. We believe Mr. James’ perspective, experience and institutional knowledge as our founder and chief executive officer qualify him to serve as director. Carine S. Clark has served as a member of our board of directors since March 2019. Beginning in 2022, Ms. Clark has served as the Chief Innovation Officer of Lumio, the preeminent leader in renewable energy. She previously was a General Partner at Pelion Venture Partners, an investment firm, and served as president and chief executive officer at Banyan, a SaaS company, from July 2017 until it was acquired by Nuvi in May 2019. Prior to Banyan, Ms. Clark served as president and chief executive officer for Allegiance Software from January 2013 until it was acquired by Maritz Market Research and became MaritzCX in December 2014. After the acquisition, Ms. Clark continued to serve as president and chief executive officer of MaritzCX, a customer experience and market research company, until December 2016. She previously held chief marketing officer roles at Symantec and Altiris and various senior marketing roles at Novell. She is a member of the board of directors of a number of private companies as well as community groups and serves on the executive boards of the Utah Governor’s Office of Economic Opportunity and Silicon Slopes. Ms. Clark holds a B.A. in organizational communications and an M.B.A. from Brigham Young University. We believe Ms. Clark’s experience as a chief executive and marketing executive at a number of technology companies, along with her experience as a director of various companies and nonprofit organizations, qualifies her to serve on our board of directors. Daniel Daniel has served as a member of our board of directors since April 2019. Mr. Daniel is the founder and has served as portfolio manager of Twenty Acre Capital, an investment advisory firm, since April 2019. Mr. Daniel was a managing director and senior investor at BlackRock, an investment management company, from January 2011 until April 2019, where he was responsible for investments in a wide range of technology companies. Prior to joining BlackRock, he served as a special situations analyst and global hedge funds sales director at UBS. Mr. Daniel holds a B.S. in finance from the University of Utah and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Daniel is also a CFA charterholder. We believe that Mr. Daniel’s experience analyzing and investing in the technology sector and his background in finance qualify him to serve on our board of directors. Jeff Kearl has served as a member of our board of directors since September 2019. Mr. Kearl has been managing director at Pelion Venture Partners, an investment firm, since October 2019 and at Precedent Investments, a venture capital firm, since 2012. He also has served as director and chairman of Stance, Inc., an apparel company, since co-founding Stance in 2009, and previously served as Stance’s chief executive officer from 2009 until September 2019. Prior to co-founding Stance, Mr. Kearl served as chief marketing officer of LogoWorks, a graphic design company, from 2004 until LogoWorks’ acquisition by HP Inc. in 2007, after which he continued to serve at HP as a director of strategy and new ventures. Mr. Kearl has also invested in and served on the board of directors of several private companies since 2001. Mr. Kearl holds a B.A. in marketing from Brigham Young University. Mr. Kearl was selected as an Entrepreneur of the Year in Orange County by Ernst & Young in 2019 and as a Director of the Year by the Forum of Corporate Directors in 2012. We believe Mr. Kearl’s experience as a director of various companies, along with his investment and leadership experience, qualifies him to serve on our board of directors. John Pestana has served as a member of our board of directors since March 2022. Mr. Pestana is the co-founder, chief executive officer and chairman of the board of directors of ObservePoint, a digital data governance software platform. Prior to co-founding ObservePoint in January 2008, Mr. Pestana co-founded and held various leadership positions at Omniture Inc., an online marketing and web analytics company, until it was acquired by Adobe Systems Incorporated in 2009. Mr. Pestana is also the founder of EdgeCreek LLC, a property management company, in 2007. In addition to serving as chairman of the board of directors of ObservePoint, Mr. Pestana also serves on the board of directors of Libertas as its chairman since January 2013, a private non-profit organization. Mr. Pestana holds a B.S. in management from Brigham Young University. We believe Mr. Pestana’s experience as a chief executive and board chair at a technology company, along with his experience as a founder of technology companies, qualifies him to serve on our board of directors. Dan Strong has served as a member of our board of directors since March 2023. Mr. Strong most recently served as CFO at Signifyd, a provider of an enterprise-grade fraud technology solution for e-commerce stores, from October 2019 until his retirement in December 2022. Prior to Signifyd, Mr. Strong served as CFO at Health Catalyst, a healthcare data and analytics company, from October 2015 to December 2018, where he oversaw all aspects of the finance and accounting functions. Prior to Health Catalyst, Mr. Strong spent nearly eight years as CFO of Control4, a home automation and control company. At Control4, Mr. Strong played an important role transitioning the company from a private, VC-backed company to a publicly traded company, culminating in its IPO in 2013. Mr. Strong holds a B.S. in accounting from the University of Utah and has completed executive courses on financial management practices from the University of Michigan and Harvard Business School. We believe that Mr. Strong’s extensive experience in accounting and financial management at both publicly and privately held technology companies, qualifies him to serve on our board of directors. Renée Soto has served as a member of our board of directors since March 2023. Ms. Soto has been a co-founding partner of Reevemark, a boutique communications firm specializing in financial media, investor relations and special situations, since its inception in September 2018. Prior to co-founding Reevemark, Ms. Soto founded Sotocomm, a media strategy and communications advisory firm, in May 2016, where she served until September 2018. Before that, she was a Managing Director and Partner at Sard Verbinnen, a strategic communications firm she joined in 2005. Ms. Soto began her career as an attorney at Cravath, Swaine & Moore, LLP. Ms. Soto holds a

  5. Nominees for Director

    J.D. from Harvard Law School, where she was an editor of the Harvard Law Review, and a B.A. from Harvard College. We believe that Ms. Soto’s experience in founding and leading companies, as well as her background in communications and investor relations qualify her to serve on our board of directors. Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election. EACH OF THE NOMINEES NAMED ABOVE.

  6. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of our business, other commitments, and the like. Other than the foregoing, there are no stated minimum criteria for director nominees. Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. For additional information regarding our board of directors, see section entitled “Board of Directors and Corporate Governance—Board Diversity Matrix as of April 17, 2024.”

  7. Director Compensation for Fiscal Year Ended January 31, 2024

    Director Compensation for Fiscal Year Ended January 31, 2024 We retained Compensia, a national compensation consulting firm, to provide our board of directors with an analysis of market data compiled from certain public technology companies and assistance in determining compensation of directors. The following table sets forth information concerning compensation paid or accrued for the fiscal year ended January 31, 2024 for services rendered to us by members of our board of directors during any part of the fiscal year ended January 31, 2024. This table excludes Mr. Mellor, our former Chief Executive Officer and a former member of our board of directors, as well as Mr. James, our Chief Executive Officer and a member of our board of directors. Messrs. James and Mellor did not receive compensation from us in their roles as directors in the fiscal year ended January 31, 2024.

  8. Director Compensation for Fiscal Year Ended January 31, 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Carine S. Clark(3) | $97,500 | $174,996 | $272,496 | | Daniel Daniel(4) | $60,000 | $174,996 | $234,996 | | Dana Evan(5) | $29,646 | - | $29,646 | | Jeff Kearl(6) | $50,000 | $174,996 | $224,996 | | Joy Driscoll Durling(7) | $24,534 | - | $24,534 | | John Pestana(8) | $45,000 | $174,996 | $219,996 | | Renee Soto (9) | $29,651 | $444,480 | $474,131 | | Dan Strong (10) | $47,771 | $444,480 | $492,251 |

  9. Director Compensation for Fiscal Year Ended January 31, 2024

    (1) Includes an annual retainer fee and a committee fee or chairperson fee, as applicable, earned quarterly pursuant to our outside director compensation policy. (2) Represents the aggregate grant-date fair value of equity awards granted. We have computed these amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column, see the notes to our financial statements included in our annual report on Form 10-K for the fiscal year ended January 31, 2024. (3) As of January 31, 2024, Ms. Clark held restricted stock units covering 34,163 shares of our Class B common stock, of which 22,226 were vested as of such date. (4) As of January 31, 2024, Mr. Daniel held restricted stock units covering 33,246 shares of our Class B common stock, of which 21,309 were vested as of such date. (5) As of January 31, 2024, Ms. Evan held restricted stock units covering 37,310 shares of our Class B common stock, of which 32,261 were vested as of such date. Ms. Evan ceased to be a member of our board of directors effective March 1, 2023. (6) As of January 31, 2024, Mr. Kearl held restricted stock units covering 41,401 shares of our Class B common stock, of which 29,464 were vested as of such date. (7) As of January 31, 2024, Ms. Durling held restricted stock units covering 26,598 shares of our Class B common stock, of which 15,119 were vested as of such date. Ms. Durling ceased to be a member of our board of directors effective March 1, 2023. (8) As of January 31, 2024, Mr. Pestana held restricted stock units covering 22,574 shares of our Class B common stock, of which 5,228 were vested as of such date. (9) As of January 31, 2024, Ms. Soto held restricted stock units covering 28,491 shares of our Class B common stock, of which none were vested as of such date. Ms. Soto was appointed to our board of directors on March 3, 2023. (10) As of January 31, 2024, Mr. Strong held restricted stock units covering 28,491 shares of our Class B common stock, of which none were vested as of such date. Mr. Strong was appointed to our board of directors on March 3, 2023.

  10. Outside Director Compensation Policy

    Outside Director Compensation Policy Our outside director compensation policy, as amended and restated, provides for the following cash compensation to our outside directors: •$10,000 retainer per quarter for each non-employee director; •$12,500 retainer per quarter for the chair of the board of directors; •$5,000 retainer per quarter for our lead non-employee director (if applicable); •$6,250 retainer per quarter for the chair of the audit committee and $3,125 retainer per quarter for each other member of the audit committee; •$3,750 retainer per quarter for the chair of the compensation committee and $1,875 retainer per quarter for each other member of the compensation committee; and •$2,500 retainer per quarter for the chair of the nominating and corporate governance committee and $1,250 retainer per quarter for each other member of the nominating and corporate governance committee. In addition to the cash compensation structure described above, our outside director compensation policy provides for the following equity incentive compensation program for non-employee directors. Each non-employee director who first joins us (other than a director who becomes a non-employee director as a result of terminating employment with us) automatically will be granted a one-time, initial restricted stock unit award with a value of $357,000. Further, on the date of each of our annual stockholder meetings, each non-employee director who is continuing as a director following our annual stockholder meeting automatically will be granted an annual restricted stock unit award with a value of $175,000 (provided that (1) the value of the award will be reduced to $87,500 if the director first became a non-employee director during the period beginning six months prior to the annual stockholders meeting and ending three months prior to the annual stockholders meeting, and (2) the director will not receive such an award if the director has not provided services as a non-employee director for at least three months prior to the annual stockholders meeting). Unless otherwise determined by our board of directors or our compensation committee, the number of restricted stock units will be determined based on the fair market value of the shares of our common stock on the date of grant. Each initial restricted stock unit award is scheduled to vest over a period of three years following the award’s date of grant, with one-third of the award scheduled to vest on each of the first three anniversaries of the date the director first becomes a non-employee director, subject to continued service through each relevant vesting date. Each annual restricted stock unit award is scheduled to vest as to 100% of the underlying shares on the earlier of the one-year anniversary of the award’s grant date or the day prior to our next annual stockholder meeting, subject to continued service through such date. In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our outside director compensation policy) will fully vest and become immediately exercisable, subject to continued service through such date. In any fiscal year, a non-employee director may be paid, issued, or granted cash payments and equity awards with a total value of no more than $750,000 (with the value of an equity award based on its grant date fair value for purposes of this limit), or the annual director limit. Equity awards or other compensation granted to a non-employee director while they were an employee or consultant (other than a non-employee director) will not count toward this annual director limit. We also will continue to reimburse our outside directors for reasonable, customary, and documented travel expenses incurred in connection with attending board and board committee meetings.

  11. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Introduction This Compensation Discussion and Analysis describes the material elements of our executive compensation program during fiscal 2024. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why the compensation committee of our board of directors arrived at the specific compensation decisions for our named executive officers in fiscal 2024 and discusses the key factors that the compensation committee considered in determining their compensation. This Compensation Discussion and Analysis provides information regarding the fiscal 2024 compensation program for our named executive officers: • Joshua G. James, our Founder and Chief Executive Officer (our “CEO”); • John Mellor, our former CEO; • David Jolley, our Chief Financial Officer (our “CFO”); • Bruce Felt, our former CFO; and • Daren Thayne, our Chief Technology Officer and Executive Vice President of Product. On March 3, 2023, Mr. James rejoined our company as our CEO, and effective as of the same day, Mr. Mellor resigned from his role as CEO and entered into a separation letter agreement with us. On December 8, 2022, we entered into a transition services agreement with Mr. Felt, pursuant to which his employment with us would end upon the earlier of (1) the date we hired a replacement CFO and (2) the one-year anniversary of the date of entry into the transition services agreement. Mr. Felt’s employment with us ended on March 5, 2023, the date we appointed David Jolley as our CFO. Executive Summary Who We Are At Domo, we believe people and data are an organization’s most valuable assets in the cloud era. Our cloud-based platform is a modern business intelligence software platform that enables processes that are critically dependent on business intelligence data—which historically could take weeks, months or longer—to be done on-the-fly, in as fast as minutes or seconds, at scale. From marketing to operations, human resources to finance, IT to product development, supply chain to sales, Domo’s platform is designed to change the way organizations are managed and empower our customers to multiply their impact on the business. Through the Domo platform, data from across the business is collected, stored, prepared, organized, analyzed, visualized and shared. Artificial intelligence algorithms and machine learning can be applied to data that allow alerts to be triggered and actions invited. Users can receive these notifications on any device and immediately act on the invitation, after which the system can write back to the original system of record. Because we leverage the power of the cloud, our platform can process extremely large volumes of quantitative and qualitative data while maintaining high performance levels. In aggregate, the data in Domo can be indexed anonymously. On a typical business day, our customers in the aggregate typically query several hundred trillion rows from uncached queries. Even with this volume of data, we maintain a sub-second average query response time. Fiscal 2024 Business Highlights Fiscal 2024 highlights include the following: •Revenue – Total revenue was $319.0 million, an increase of 3%, year over year. •Subscription Revenue – Subscription revenue was $285.5 million, an increase of 5%, year over year. •Billings – Total billings were $321.1 million, a decrease of 1%, year-over-year. For a reconciliation of non-GAAP total billings to GAAP total billings, see Appendix A. •Net Cash Provided by Operating Activities - Net cash provided by operating activities was $2.6 million. •Operating Margin - Non-GAAP operating margin was 3%, an increase of 5% year over year. GAAP operating margin increased by 12% year over year. For a reconciliation of non-GAAP operating margin to GAAP operating margin, see Appendix A. Executive Compensation Highlights During and for fiscal 2024, the compensation committee and the board of directors took the following key actions with respect to the compensation of our named executive officers: •Base Salaries – Established the annual base salaries of our named executive officers, including those newly appointed during the year, at levels intended to be comparable to those of similarly-situated executives in the market in which we compete for talent. •Short-Term Incentive Compensation – Based on our performance during fiscal 2024, the compensation committee made short-term incentive compensation payments for eligible executives equal to 75% of the target obtained, settleable in RSUs, under our Executive Incentive Compensation Plan. •Long-Term Incentive Compensation – The compensation committee determined that a substantial part of the target total direct compensation (that is, base salary, target short-term incentive compensation, and long-term incentive compensation) of our named executive officers should also be in the form of long-term incentive compensation to reflect our pay-for-performance philosophy. As a result, the compensation committee approved long-term incentive compensation opportunities in the form of time-based restricted stock unit (“RSU”) awards. The RSU awards are subject to time-based vesting that requires continued service with us through each vesting date, in each case over four years. Executive Compensation Philosophy, Objectives and Design Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: •Provide market competitive compensation and benefit levels that will attract, retain, motivate, and reward a highly talented team of executives within the context of responsible cost management; •More closely align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance; and •Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives. Generally, we structure the annual compensation of our named executive officers using the three principal elements mentioned above: base salary, annual cash bonus opportunities and long-term equity incentive opportunities in the form of equity awards. Pay-for-Performance We believe our executive compensation program is reasonable, competitive and appropriately balances the goals of attracting, motivating, rewarding and retaining our named executive officers with the goal of more closely aligning their interests with those of our stockholders. To promote this alignment and to motivate and reward individual initiative and effort, a substantial portion of our named executive officers’ target annual compensation opportunity is both variable in nature and “at-risk.” The pay mix for our named executive officers during fiscal 2024 reflected this pay-for-performance design. We emphasize variable compensation that appropriately rewards our named executive officers through two separate compensation elements: •First, we provide our named executive officers the opportunity to participate in our cash bonus plan which provides cash payments if they produce short-term results that meet or exceed the financial, operational and strategic objectives set by our compensation committee and our board of directors, as evaluated by our CEO and approved by the compensation committee.

  12. Compensation Discussion and Analysis

    •In addition, we grant RSU awards that will reward recipients for continued service over a multi-year period. The RSU awards comprise a significant portion of our named executive officers’ target total direct compensation opportunities. The future value of such compensation depends significantly on the value of our common stock, thereby incentivizing them to build sustainable long-term value for the benefit of our stockholders. These variable pay elements ensure that, each year, a substantial portion of our named executive officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance or based on our stock price performance. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:

  13. What We Do Not Do

    •review and analysis of the compensation arrangements of the non-employee members of our board of directors against the companies in the compensation peer group; •assessment of executive compensation trends within our industry and updating on corporate governance and regulatory issues and developments; and •support on other ad hoc matters throughout the year. Compensia also coordinated with our management for data collection and job matching for our executive officers. In fiscal 2024, Compensia did not provide any other services to us. The compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that such compensation consultant provided, the quality of those services, and the fees associated with the services provided during fiscal 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Rule 10C-1(b)(4) under the Exchange Act, Nasdaq Listing Rule 5605(d)(3)(D), and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia and that Compensia is independent. The company pays the fees for Compensia’s services to the compensation committee. Annual Compensation Review In connection with its annual review of our executive compensation program, the compensation committee reviews our executive compensation program to assess whether the various elements of our program, as well as its compensation actions and decisions: •are properly coordinated; •are aligned with our vision, mission, values and corporate goals; •provide appropriate short-term and long-term incentives for our executive officers; •achieve their intended purposes; and •are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the compensation committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. The compensation committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the compensation committee reviews market trends and changes in competitive compensation practices, as further described below. Setting Target Total Direct Compensation The compensation committee reviews the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our named executive officers and all related performance criteria in connection with its annual review of our executive compensation program, or more frequently as warranted. In connection with its annual review of our executive compensation program, the compensation committee does not establish a specific target for formulating the target total direct compensation opportunities of our named executive officers. In making decisions about the compensation of our named executive officers, the members of the compensation committee rely primarily on their general experience and subjective considerations of various factors, which may include any of the following as the compensation committee deems appropriate: •our executive compensation program objectives; •our performance against the financial, operational and strategic objectives established by the compensation committee and our board of directors; •each individual named executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly-situated executives at the companies in our compensation peer group; •the scope of each named executive officer’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group; •the prior performance of each individual named executive officer, based on a subjective assessment of their contributions to our overall performance, ability to lead their business unit or function and work as part of a team; •the potential of each individual named executive officer to contribute to our long-term financial, operational and strategic objectives; •our CEO’s compensation relative to that of our named executive officers and compensation parity among our named executive officers; •our financial performance relative to our peers; •the compensation practices of our compensation peer group and the positioning of each named executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and •the recommendations of our CEO with respect to the compensation of our named executive officers (except with respect to his own compensation). These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each named executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable. The compensation committee does not weight these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations. The members of the compensation committee consider the relevant information in light of their individual experience, knowledge of the company, knowledge of the competitive market, knowledge of each named executive officer and business judgment in making their decisions. Use of Peer Group For purposes of assessing our executive compensation against the competitive market and to assist in setting compensation levels that are competitive, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group, as well as industry surveys, including the Radford Global Technology Survey, and where appropriate, a broader set of industry comparable practices are only some of several factors that the compensation committee considers in making its decisions with respect to the compensation of our named executive officers. With the assistance of Compensia, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. For fiscal 2024 this compensation peer group was comprised of companies with business intelligence, analytics software and business enterprise or application software, focusing on high-growth SaaS and cloud-based software companies, with annual revenues generally between $143 million and $713 million and market capitalization generally between approximately $137 million and $2.1 billion. We also generally sought to include high-growth companies, indicated by billings as well as historical revenue growth, where possible. The compensation committee reviews our compensation peer group at least annually and adjusts its composition, as warranted, taking into account changes in both our business and the businesses of the companies in the peer group. Our compensation peer group for fiscal 2024 included the following companies:

  14. What We Do Not Do

    Amplitude, Crunchbase, CS Disco, Fastly, Kaltura, Momentive Global, Semrush Holdings and Veritone were added to the peer group for fiscal 2024 as each met the selection criteria. Anaplan was removed from the peer group during fiscal 2024 because it had been acquired; Altair Engineering, Alteryx, New Relic, Smartsheet, Sprout Social, SPS Commerce and Workiva were removed from the peer group during fiscal 2024 for no longer meeting the selection criteria, such as market capitalization or revenue growth. The competitive market data described above are not used by the compensation committee in isolation, but serve to assist the compensation committee in making general assessments of the competitiveness of our executives’ compensation. For our named executive officers, the data from the peer group may be supplemented with survey information where we believe the peer group alone does not provide sufficient information for similarly situated executives or when we believe the peer information is otherwise not comparable. The compensation committee uses the competitive market data as a guide when making decisions about target total direct compensation, as well as individual elements of compensation. However, while market competitiveness is important, it is not the only factor the compensation committee considers when establishing compensation opportunities of our named executive officers. Compensation Elements Our executive compensation program consists of three principal elements: base salary, short-term incentive compensation and long-term incentive compensation in the form of equity awards. Our executive officers also participate in several company-wide health and welfare benefit plans, which are consistent with the arrangements offered to our other employees. Finally, our executive officers are eligible to receive certain post-employment compensation arrangements. We use these compensation elements to make up our executive compensation program because: •they are consistent with other programs in our competitive market and allow us to effectively compete for highly qualified talent; •each element supports achievement of one or more of our compensation objectives; and •collectively, we believe these elements are effective means for motivating our executive officers. We view these primary compensation elements as related, but distinct, components of our total compensation program. We do not believe that total compensation should be derived from a single element, but should be balanced in support of our overall compensation philosophy. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation program and a discussion of the amounts paid to our named executive officers in fiscal 2024 under each of these elements.

  15. What We Do Not Do

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance | | Short-Term Incentive Compensation | Variable | Cash or equity awards in the form of RSU awards that may be settled for shares of our common stock | Designed to motivate our executives to achieve annual financial objectives and provide financial incentives when we meet or exceed these objectives | | Long-Term Incentive Compensation | Variable | Equity awards in the form of RSU awards that may be settled for shares of our common stock | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |

  16. What We Do Not Do

    (1) Mr. James was re-appointed as Chief Executive Officer as of March 3, 2023. In connection with his appointment, Mr. James received a base salary of $500,000, effective as of March 3, 2023. Prior to the cessation of his employment in March 2022, Mr. James received a salary of $500,000. As a result of this cessation, Mr. James was not eligible for any salary adjustment at the time that the named executive officers' compensation was subsequently reviewed in March 2022. (2) Mr. Jolley was appointed as Chief Financial Officer as of March 5, 2023. In connection with his appointment, Mr. Jolley received a base salary of $415,000, effective as of March 5, 2023. (3) Mr. Thayne was appointed as our Executive Vice President of Product effective January 15, 2023. Our compensation committee determined to keep Mr. Thayne's base salary at his then-current salary of $400,000 in connection with such promotion. The foregoing base salaries are intended to reflect the compensation committee’s assessment of our named executive officers’ performance and responsibilities within our organization and to be competitive with other similarly-situated companies to retain and motivate our named executive officers. The salaries of Messrs. Mellor and Felt each remained at $450,000 until March 2023, when their employment with us ceased. Accordingly, Messrs. Mellor and Felt were not eligible for any salary or salary adjustment at the time that the named executive officers' compensation was reviewed in April 2023. Short-Term Incentive Compensation We use our Executive Incentive Compensation Plan, a cash bonus plan, to motivate certain employees selected by the compensation committee, including our named executive officers, to achieve our annual business goals. Our Executive Incentive Compensation Plan allows our compensation committee to provide incentive awards to employees selected by our compensation committee, including our named executive officers, based upon performance goals established by our compensation committee. Pursuant to the Executive Incentive Compensation Plan, our compensation committee and our board of directors, in their sole discretion, establish a target award for each executive, with actual awards payable in the form of cash or equity awards, as determined by our compensation committee and our board of directors in their sole discretion, with respect to the applicable performance period. For fiscal 2024, the bonus payment was based entirely on the achievement of corporate performance objectives, with no individual performance component. The compensation committee did not include any individual performance component and based bonuses entirely on corporate objectives to encourage management to collectively work as a team to achieve company-wide objectives that the compensation committee considered important for our company’s success for the fiscal year. The compensation committee administered the Executive Incentive Compensation Plan. As the administrator of the plan, the compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award for a particular performance period. The actual award may be below, at or above a participant’s target annual bonus award, in the discretion of the administrator. Further, the administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. Fiscal 2024 Target Short-Term Incentive Compensation Opportunities Bonus awards under our Executive Incentive Compensation Plan were based upon target short-term incentive compensation opportunities as approved by our compensation committee. In April 2023, the compensation committee reviewed the target annual bonus award opportunities of our named executive officers for fiscal 2024. Following this review and after taking into consideration the factors described in the section entitled “Compensation —Setting Process-Setting Target Total Direct Compensation” above, the compensation committee established target short-term incentive compensation opportunities for our named executive officers (other than Messrs. Mellor and Felt) for fiscal 2024 as shown below. Messrs. Mellor and Felt were not eligible to participate in the Executive Incentive Compensation Plan for fiscal 2024.

  17. What We Do Not Do

    | Named Executive Officer | Fiscal 2023 Base Salary ($) | Fiscal 2023 Target Bonus (as % of Base Salary) | Fiscal 2023 Target Bonus ($) | Fiscal 2024 Base Salary ($) | Fiscal 2024 Target Bonus (as % of Base Salary) | Fiscal 2024 Target Bonus ($)(1) | | Joshua James(2) | 500,000 | - | - | 500,000 | 100% | 500,000 | | David Jolley(3) | - | - | - | 415,000 | 70% | 290,500 | | Daren Thayne | 400,000 | 81% | 325,000 | 400,000 | 81% | 325,000 |

  18. What We Do Not Do

    (1) The amounts reported in this column represent the annual performance-based incentive bonus compensation that might have been paid to each named executive officer for fiscal 2024 performance (based on employment for the full fiscal year). The actual payouts approved for fiscal 2024 performance are shown in the last table under the section entitled “Incentive Plan Performance Metrics and Achievement” below. (2) Mr. James was appointed as our Chief Executive Officer on March 3, 2023. At the time that Mr. James was employed with us through March 2022 during fiscal 2023, Mr. James was not eligible to participate in the Executive Compensation Plan for fiscal 2023. Therefore, the compensation committee did not establish a target bonus opportunity for him.. (3) Mr. Jolley joined us as our Chief Financial Officer on March 5, 2023. Accordingly, he did not participate in the Executive Incentive Compensation Plan prior to fiscal 2024. Incentive Plan Performance Metrics and Achievement Under the Executive Incentive Compensation Plan, the compensation committee determined the performance metrics and related target levels of achievement required for payouts under the fiscal 2024 annual bonus awards. In May 2023, the compensation committee determined that, in the case of our named executive officers, the bonus awards would be eligible to be earned based on three corporate performance metrics: our company’s fiscal 2024 ARR, weighted at 25%; billings, weighted at 50%; and net cash provided by (used in) operating activities, weighted at 25%. The compensation committee believes that ARR, billings and net cash provided by (used in) operating activities are appropriate corporate performance metrics for the named executive officers because these metrics were key indicators of our periodic performance and our progress in executing on our business strategy for fiscal 2024. Further, we believe that including ARR and billings as performance metrics during fiscal 2024 supports our strategic focus to drive further growth in our business. For purposes of the named executive officers’ bonus awards: •"ARR" or "annual recurring revenue" represented the total annualized contract value of active customer subscription contracts as of the measurement date; •“billings” represented our total GAAP revenue plus the change in deferred revenue in a period; and •“net cash provided by (used in) operating activities” represented our GAAP net cash provided by (used in) operating activities. The target levels of ARR, billings and net cash provided by (used in) operating activities required for fiscal 2024 under the Executive Incentive Compensation Plan were as follows:

  19. What We Do Not Do

    For the ARR goal, achievement of threshold performance would be responsible for 10% of the total amount of each executive’s fiscal 2024 target bonus. The actual payout would increase by an additional 10% if 275,000,000 of ARR were achieved, 15% if target performance were achieved, or 20% if maximum performance were achieved. For the billings goal, achievement of threshold performance would be responsible for 20% of the total amount of each executive’s fiscal 2024 target bonus. The actual payout would increase by an additional 10% if 335,000,000 of billings were achieved, 30% if target performance were achieved, or 40% if maximum performance were achieved. For the net cash provided by (used in) operating activities goal, achievement of threshold performance would be responsible for 12.5% of the total amount of each executive’s fiscal 2024 target bonus. The actual payout would increase by an additional 12.5% if target performance were achieved, 37.5% if 4,000,000 of net cash provided by operating activities were achieved, or 62.5% if maximum performance were achieved. Based on our actual performance during fiscal 2024 of $292 million in ARR, $321 million in billings and $2.6 million in net cash provided by operating activities, our named executive officers (other than Messrs. Mellor and Felt) were eligible for payouts under the Executive Incentive Compensation Plan for fiscal 2024 at a bonus equivalent to 103% of target. However, in March 2024, the compensation committee exercised its discretion to reduce the actual bonus payout percentage to 75% of target. In determining to reduce the named executive officers' actual bonus payouts for fiscal 2024, the compensation committee considered and concurred with the recommendations of our chief executive officer, which took into consideration overall company performance for fiscal 2024. The compensation committee further determined that bonuses under the Executive Incentive Compensation Plan for fiscal 2024 would be paid in the form of fully-vested RSU awards. The compensation committee believed that the RSU awards in lieu of cash payouts would conserve the company’s cash resources. The number of shares subject to each RSU award was determined by dividing the actual bonus amount payable to the named executive officer by the closing price of a share of our Class B common stock on March 20, 2024, the trading day the grants were approved.

  20. What We Do Not Do

    | Named Executive Officer(1) | Fiscal 2024 Target Bonus % | Fiscal 2024 Actual Bonus %(2) | Fiscal 2024 Actual Bonus $ | Fiscal 2024 Actual Bonus (# of RSUs) | | Joshua G. James | 100% | 75% | 341,734 | 35,634 | | David Jolley | 70% | 52.5 | 197,376 | 20,581 | | Daren Thayne | 81% | 61% | 243,750 | 25,417 |

  21. What We Do Not Do

    (1) Messrs. Mellor's and Felt's employment ceased with us in fiscal 2024 prior to the adoption of this plan and prior to the payment of the bonuses. Accordingly, Messrs. Mellor and Felt were not eligible for a bonus payment under our Executive Incentive Compensation Plan for fiscal 2024. (2) The bonuses paid for Messrs. James and Jolley were prorated to reflect the portion of fiscal 2024 during which they were employed with us. Accordingly, the percentage shown in this column reflects the actual bonus amount paid as a percentage of the prorated target bonus opportunity that the named executive officer was eligible to receive for fiscal 2024. Long-Term Incentive Compensation In April and May 2023, the compensation committee approved long-term incentive compensation opportunities in the form of equity awards to our named executive officers in amounts that it considered to be consistent with our compensation philosophy and generally competitive with market practices. We approved RSU awards for Messrs. James and Jolley in April 2023, and for Mr. Thayne in May 2023. These awards were granted in the form of RSU awards because we believe that RSU awards both promote the closer alignment of the interests of employees with stockholders and provide a longer-term focus through a multi-year service-based vesting schedule, while managing dilution to existing investors and providing greater predictability to our named executive officers in the value of their compensation. The number of shares of our common stock subject to the RSU awards granted to our named executive officers (viewed in the aggregate by value) was determined by our compensation committee based on consideration of the factors described above. The equity awards approved for grant to our named executive officers in April 2023 and May 2023 were as follows:

  22. What We Do Not Do

    | Named Executive Officer | Number of RSUs(1) | | Joshua G. James | 950,000 | | David Jolley | 225,000 | | Daren Thayne | 200,000 |

  23. What We Do Not Do

    (1) All RSUs granted to our named executive officers during fiscal 2024 vest over a four-year period as follows: 1/4 of the shares of common stock subject to the award vested on March 20, 2024, and 1/16 of the shares subject to the award vest on each subsequent quarterly vesting date over the subsequent 36 months, contingent on applicable service with us through the applicable vesting date. Health and Welfare Benefits Our named executive officers are eligible to receive the same employee benefits that are generally available to all employees, subject to the satisfaction of certain eligibility requirements. These benefits include medical, dental, and vision insurance, health and dependent care flexible spending accounts, health savings accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, gym and fitness allowance benefit, and reimbursement for mobile phone coverage. In addition, we maintain a Section 401(k) savings plan (“401(k) Plan”) that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits as set forth in the Internal Revenue Code of 1986, as amended (the “Code”), which are updated annually. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. All participant interests in their contributions are fully vested when contributed. We have the ability to make matching and discretionary contributions to the 401(k) Plan. During the fiscal year ended January 31, 2024, we matched 100% of the contributions that eligible participants made to the 401(k) Plan, up to 3.00% of the participants’ eligible compensation on a per-pay period basis. Contributions from 3.01% to 5.00% were matched at 50%. The 401(k) Plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) Plan. In structuring these benefit programs, we seek to provide an aggregate level of benefits that are comparable to those provided by similarly situated companies. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our named executive officers (other than certain travel reimbursements we had provided for Mr. Felt while he was employed with us), except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make them more efficient and effective, and for recruitment and retention purposes. We entered into an employment letter with Mr. Felt in June 2018, which provided for our reimbursement to Mr. Felt for travel expenses, including airfare, lodging, and rental car costs for him and his family between his California residence and our Utah headquarters. We provided additional payments to Mr. Felt that generally were intended to make the reimbursed travel expenses tax-neutral for Mr. Felt. We have in the past, and may in the future, provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee. Executive Employment Arrangements Our employment letters, including any confirmatory employment letters, with our named executive officers have no specific term and provide that each named executive officer is an at will employee. Such letters also had set forth the named executive officer’s initial base salary, initial annual target incentive payment and eligibility for the company’s customary benefit plans, subject to the terms and conditions of such plans and programs. Each named executive officer is eligible for severance and change of control related benefits as described under section entitled “—Potential Payments Upon Termination or Change in Control” below. Change in Control and Severance Benefits We believe that change in control and severance agreements provide retention value by encouraging our named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment, a constructive termination for good reason, or a potential change in control, allowing our named executive officers to focus on their duties and responsibilities. We believe these benefits are competitive relative to the severance benefits provided to similarly situated individuals at our peer companies and appropriate including in light of the benefits being subject to the executive officer’s entry into a release of claims in favor of the company. It is also expected that from time to time the company will consider the possibility of an acquisition by another company or other change in control. We recognize that such consideration can be a distraction to executive officers and potentially can cause such individuals to consider alternative employment opportunities. The board of directors and compensation committee believe that it is imperative to provide such individuals with severance benefits upon such terminations in connection with a change in control to secure their continued dedication and objectivity, notwithstanding the possibility, threat or occurrence of a change in control, provide such individuals with an incentive to continue employment and motivate them to maximize the company’s value upon a change in control for the benefit of our stockholders, and provide such individuals with enhanced financial security. We have entered into change in control and severance agreements with our named executive officers, except with respect to Messrs. James and Jolley, who are expected to enter into change in control and severance agreements in fiscal 2025. Mr. Felt’s change in control and severance agreement terminated upon his entering into a transition agreement with the company in December 2022, as described further below. We entered into a change in control and severance agreement with Mr. Mellor in April 2022, reflecting the terms below. Mr. Mellor's change in control and severance agreement terminated in connection with his separation from the company in March 2023. Mr. James previously had entered into a change in control and severance agreement with us in June 2018, reflecting the terms below, provided that such agreement terminated in March 2022 when Mr. James separated from the company. Each change in control and severance agreement in effect during fiscal 2024, specifically those of Messrs. Mellor and Thayne, has an initial term of three years with an automatic renewal for an additional one-year term on the third anniversary of the effective date of each agreement. Each agreement thereafter renews for successive one-year terms unless either party provides the other party with written notice of non-renewal at least one year prior to the date of automatic renewal.

  24. What We Do Not Do

    If the named executive officer’s employment is terminated outside the period beginning 60 days before a change in control and ending 12 months following a change in control (the “Change in Control Period”), either (1) by the company (or any of its subsidiaries) without “cause” (excluding by reason of death or disability) or (2) by the named executive officer for “good reason” (as such terms are defined in the named executive officer’s change in control and severance agreement), then pursuant to the change in control and severance agreement between such named executive officer and us, the named executive officer will receive the following benefits if they timely sign and do not revoke a release of claims in our favor: •a lump-sum payment equal to 12 months (or 18 months in the case of Mr. Mellor) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction); and •payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months, or taxable monthly payments for the equivalent period if payment of the COBRA premiums would violate or be subject to an excise tax under applicable law. If, within the Change in Control Period, the named executive officer’s employment is terminated either (1) by the company (or any of its subsidiaries) without cause (excluding by reason of death or disability) or (2) by the named executive officer for good reason, the named executive officer will receive the following benefits if the named executive officer timely signs and does not revoke a release of claims in our favor: •a lump-sum payment equal to 12 months (or 18 months in the case of Mr. Mellor) of the executive’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction) or if greater, at the level in effect immediately prior to the change in control); •a lump-sum payment equal to 100% (or 150% in the case of Mr. Mellor) of the named executive officer’s target annual bonus as in effect for the fiscal year in which such termination occurs; •payment of premiums for coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months, or taxable monthly payments for the equivalent period if payment of the COBRA premiums would violate or be subject to an excise tax under applicable law; and •100% accelerated vesting and exercisability of all outstanding equity awards and, in the case of an equity award with performance-based vesting, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels. If any of the amounts provided for under such change in control and severance agreements or otherwise payable to the named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment of benefits under the named executive officer's change in control and severance agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer. The change in control and severance agreements do not require us to provide any tax gross-up payments. For purposes of the change in control and severance agreements, “cause” generally means (i) a conviction of or a plea of guilty or no contest to a felony (other than a driving offense) under the US or state laws, (ii) gross negligence in the performance of the executive’s duties, malfeasance, or misappropriation of the assets of the company, (iii) failure to perform the executive’s duties to the satisfaction of the company; (iv) failure or refusal to comply with reasonable written policies, standards and regulations established by the company; (v) failure to provide required documentation of the executive’s right to work in the United States within the time frame required by law, and (vi) breach of the executive’s confidentiality agreement entered into with the company. For purposes of the change in control and severance agreements, “change in control” generally means (i) a change in ownership of the company as a result of a person or persons acquiring ownership of company stock constituting more than 50% of the voting power of the company’s stock, except for the acquisition of additional stock by a person already owning more than such threshold percentage and except for transactions pursuant to which the stockholders immediately before such transactions continue to own directly or indirectly 50% or more of such voting power of the company or of its ultimate parent; (ii) a change in the effective control of the company as a result of a majority of the company’s board being replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the company’s board prior to the date of such appointment or election; or (iii) a change in ownership of a substantial portion of the company’s assets as a result of a person acquiring or having acquired during a 12 month period assets from the company with a total gross fair market value of at least 50% of the total gross fair market value of all assets of the company immediately prior to such acquisitions, except for certain transfers to certain persons or affiliates. For purposes of the change in control and severance agreements, “good reason” generally means that the executive resigns from the company if one of the following events occur without the executive’s consent: (i) a material reduction in annual base salary and/or annual cash target bonus opportunity, or (ii) a material reduction of duties, authorities, or responsibilities relative to the duties, authorities, or responsibilities in effect immediately prior to the reduction. With respect to Mr. Mellor, a change that results in the executive not serving as the Chief Executive Officer of, or reporting directly to the board of directors of, the parent corporation in a group of controlled corporations including the company or its assets following a Change in Control (other than as the result of his voluntary resignation not at the request of the successor or the parent) would have been deemed to constitute a material reduction in his duties, authorities, and responsibilities constituting “Good Reason.” For “Good Reason” to be established, the executive must provide written notice within 30 days immediately following such alleged events, the company must fail to materially remedy such event within 30 days, and the executive’s resignation must be effective not later than 90 days from the occurrence of the alleged triggering event (but after the expiration of the applicable notice and cure periods). On March 1, 2022, we entered into a separation and transition letter agreement with Mr. James in connection with his resignation from his role as CEO, whereby he agreed to provide advisory transition services to us as a consultant during a transition period beginning March 1, 2022, through March 21, 2022. Mr. James’ then-outstanding equity awards continued to vest during this transition period, and the post-termination exercise periods of Mr. James’ outstanding and vested stock options were extended until December 31, 2023.

  25. Summary Compensation Table for the Fiscal Years Ended January 31, 2024, 2023 and 2022

    Summary Compensation Table for the Fiscal Years Ended January 31, 2024, 2023 and 2022 The following table provides information regarding the compensation of our named executive officers during the fiscal years ended January 31, 2024, 2023 and 2022.

  26. Summary Compensation Table for the Fiscal Years Ended January 31, 2024, 2023 and 2022

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joshua G. James Founder and Chief Executive Officer | 2024 | 454,808 | - | 13,376,000 | - | 16,992 | 13,847,800 | | | 2023 | 91,667 | - | - | - | 3,335 | 95,002 | | | 2022 | 515,385 | - | 7,478,400 | - | 13,500 | 8,007,285 | | John Mellor(5) Former Chief Executive Officer | 2024 | 92,595 | - | - | - | 734,717 | 827,312 | | | 2023 | 440,312 | - | 7,359,007 | - | 16,409 | 7,815,728 | | David Jolley Chief Financial Officer | 2024 | 377,490 | - | 3,168,000 | - | 15,350 | 3,560,840 | | Bruce Felt Former Chief Financial Officer | 2024 | 87,404 | - | - | - | 453,647 | 541,051 | | | 2023 | 448,488 | - | 3,060,750 | 124,182 | 18,020 | 3,651,440 | | | 2022 | 449,255 | - | 3,739,200 | 523,250 | 25,894 | 4,737,599 | | Daren Thayne(6) Chief Technology Officer and Executive Vice President of Product | 2024 | 400,000 | - | 3,009,925 | - | 16,418 | 3,426,343 | | | 2023 | 398,485 | 5,000 | 816,200 | 125,938 | 14,022 | 1,359,645 | | | 2022 | - | - | - | - | - | - |

  27. Summary Compensation Table for the Fiscal Years Ended January 31, 2024, 2023 and 2022

    (1) Amount represents the payment of a discretionary bonus during the fiscal year ended January 31, 2023. (2) The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted under our Plan to our named executive officers in each of the fiscal years ended January 31, 2024, 2023, and 2022 as computed in accordance with FASB ASC Topic 718. The grant-date fair value of PSUs is based on the probable outcome of achievement of the performance conditions as of the grant date. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the equity awards reported in this column are set forth in the notes to our financial statements included in our annual report on Form 10-K for the fiscal year ended January 31, 2024. Note that the amounts reported in this column reflect the accounting value for these equity awards and do not correspond to the actual economic value that may be received by our named executive officers from the equity awards. (3) The amounts reported in this column represent amounts earned and payable under the Executive Incentive Compensation Plan, or the Bonus Plan, for the fiscal years ended January 31, 2024, January 31, 2023, and January 31, 2022. (4) Reflects matching contributions made by us under our 401(k) plan and premiums for employee group term life policies. The amounts reported in this column also include for Mr. Felt, amounts paid for spousal travel, including a tax equalization payment for such spousal travel of $6,137 in the fiscal year ended January 31, 2024, $2,204 in the fiscal year ended January 31, 2023 and $12,287 in the fiscal year ended January 31, 2022. (5) Mr. Mellor was promoted to Chief Executive Officer effective March 1, 2022 and resigned as Chief Executive Officer effective March 3, 2023; prior to his promotion in fiscal 2023, Mr. Mellor was not a named executive officer of our company. (6) Mr. Thayne was promoted to Executive Vice President of Product effective January 15, 2023; prior to his promotion, Mr. Thayne was not a named executive officer of our company.

  28. Grants of Plan-Based Awards for Fiscal Year Ended January 31, 2024

    Grants of Plan-Based Awards for Fiscal Year Ended January 31, 2024 The following table sets forth information concerning grants of plan-based awards made during the fiscal year ended January 31, 2024 to each of our named executive officers. Messrs. Mellor and Felt did not receive any such awards.

  29. Grants of Plan-Based Awards for Fiscal Year Ended January 31, 2024

    | | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | | Name of Plan | Threshold ($) | Target ($) | Maximum ($) | | | | Joshua G. James | | Executive Incentive Compensation Plan | 212,500 | 500,000 | 825,000 | | | | | 04/03/2023 | 2018 Equity Incentive Plan | | | | 950,000 | 13,376,000 | | David Jolley | | Executive Incentive Compensation Plan | 123,463 | 290,500 | 479,325 | | | | | 04/03/2023 | 2018 Equity Incentive Plan | | | | 225,000 | 3,168,000 | | Daren Thayne | | Executive Incentive Compensation Plan | 138,125 | 325,000 | 536,250 | | | | | 03/29/2023 | 2018 Equity Incentive Plan | | | | 9,931 | 125,925 | | | 05/15/2023 | 2018 Equity Incentive Plan | | | | 200,000 | 2,884,000 |

  30. Grants of Plan-Based Awards for Fiscal Year Ended January 31, 2024

    (1) The amounts reported in this column represent the threshold and target amount of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for fiscal year 2024 performance. The actual payouts approved for fiscal year 2024 performance are shown in the Compensation Discussion and Analysis in the last table under the section entitled “Incentive Plan Performance Metrics and Achievement”. The bonus payouts approved pursuant to the 2021 Executive Incentive Compensation Plan for fiscal 2024 were paid during the first quarter of fiscal year 2025 in the form of RSUs. (2) The amounts in these columns represent service-based restricted stock units and are described in further detail above in the section entitled “Compensation Discussion and Analysis” and below in the table entitled “Outstanding Equity Awards at Fiscal Year End.” (3) The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in fiscal year 2024. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our annual report on Form 10-K.

  31. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by the Dodd-Frank Act and SEC rules, we are required to provide information regarding the relationship between the annual total compensation of Mr. Joshua G. James, our chief executive officer and the median annual total compensation of our employees (other than Mr. James). For our last completed fiscal year, which ended January 31, 2024: •We identified and calculated the elements of the annual total compensation of the median employee (other than Mr. James) for fiscal year ended January 31, 2024 in accordance with the requirements of Item 402 of Regulation S-K, resulting in an annual total compensation of $136,874. •Mr. James’ total compensation for fiscal 2024, as reported in the Summary Compensation Table, was $13,847,800. •For fiscal year ended January 31, 2024, based on this information, the annualized compensation of Mr. James was approximately 102 times that of the median employee’s compensation. Pay Ratio Methodology Our CEO Pay Ratio presented above is a reasonable estimate calculated in a manner consistent with SEC rules. As we had two non-concurrent CEOs during fiscal 2024, the annual total compensation of the CEO was calculated using Mr. James, the CEO serving in that position as of the date we used to identify our median employee, and annualizing his compensation in accordance with the applicable SEC rules. SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure and compensation plans, policies and procedures. We selected December 31, 2023 as the date on which to determine our median employee, which is a date within the last three months of our last completed fiscal year. As of that date, we had 973 employees, with 744 employees based in the United States and 229 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for 5% or less of the company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding three countries: Canada, Singapore and Spain. After taking into account the de minimis exemption, 744 employees based in the United States and 205 employees located outside of the United States were considered for identifying the median employee. For purposes of identifying the median employee from our employee population base, we considered total compensation, which consisted of primarily base pay (including overtime), bonuses, commissions and equity-based compensation. Equity-based compensation was determined based on amounts reported as W-2 income for employees based in the United States with the same definition applied for employees located outside of the United States. In addition, we measured compensation for purposes of determining the median employee using the calendar year end December 31, 2023 and annualized for employees who were employed on December 31, 2023, but were not employed by us for the entirety of 2023. Compensation paid in foreign currencies was converted to U.S. dollars based on average exchange rates for calendar 2023.

  32. Outstanding Equity Awards at Fiscal Year-End for the Fiscal Year Ended January 31, 2024

    Outstanding Equity Awards at Fiscal Year-End for the Fiscal Year Ended January 31, 2024 The following table presents information concerning equity awards held by our named executive officers as of January 31, 2024.

  33. Outstanding Equity Awards at Fiscal Year-End for the Fiscal Year Ended January 31, 2024

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Prices ($) | Option Expiration Date | Number of Shares that Have Not Vested(#)(3) | Market Value of Shares that Have Not Vested ($)(3) | | Joshua G. James | 09/04/2014 | 616,921(1) | - | 25.50 | 09/03/2024 | - | - | | | 03/20/2023 | - | - | - | | 950,000 | 10,326,500 | | John Mellor | 03/20/2020 | - | - | - | | 2,500 | 27,175 | | | 09/20/2020 | - | - | - | | 7,500 | 81,525 | | | 03/20/2021 | - | - | - | | 12,500 | 135,875 | | | 03/20/2022 | - | - | - | | 94,063 | 1,022,465 | | | 04/22/2022 | - | - | - | | 71,667(4) | 779,020 | | David Jolley | 03/20/2023 | - | - | - | | 225,000 | 2,445,750 | | Bruce Felt | 08/18/2014 | 4,230(1) | - | 25.50 | 09/03/2024 | - | - | | | 03/20/2020 | - | - | - | | 8,125 | 88,319 | | | 03/20/2021 | - | - | - | | 18,750 | 203,813 | | | 03/20/2022 | | | | | 42,188 | 458,584 | | Daren Thayne | 03/20/2020 | - | - | - | | 4,688 | 50,959 | | | 12/20/2020 | - | - | - | | 25,000 | 271,750 | | | 03/20/2021 | - | - | - | | 12,500 | 135,875 | | | 03/20/2022 | - | - | - | | 11,250 | 122,288 | | | 03/20/2023 | - | - | - | | 200,000 | 2,174,000 |

  34. Outstanding Equity Awards at Fiscal Year-End for the Fiscal Year Ended January 31, 2024

    (1) One-fourth of the shares subject to the option vest on the one-year anniversary of the vesting commencement date, with 1/48th of the shares vesting monthly thereafter, subject to continued service through each such date. (2) Half of the shares subject to the option vest on the one-year anniversary of the vesting commencement date, with 1/48th of the shares vesting monthly thereafter, subject to continued service through each such date. (3) One-fourth of the shares subject to the RSU vest on the first company vesting date on or after the one-year anniversary of the vesting commencement date, with one-sixteenth of the shares subject to the RSU vesting quarterly thereafter, subject to continued service through each such date. Company vesting dates are March 20, June 20, September 20, and December 20 of each calendar year (provided that, to the extent any of the Company Vest Dates falls on a weekend or a company holiday, that Company Vest Date instead will be the immediately following business day thereafter). Market value was determined by multiplying the number of such shares by the closing price of company common stock of $10.87 on January 31, 2024, the last trading day of fiscal 2024, as reported on The Nasdaq Global Market. (4) On April 22, 2022, Mr. Mellor was granted 71,667 Market-Based PSUs under the Plan. Subject to accelerated vesting in certain circumstances, portions of each award become eligible to vest based on satisfaction of stock-price goals of $60 (33.3% portion), $70 (33.3% portion), and $90 (33.3% portion). These goals are tested based on 30-trading-day average daily VWAP. When the service date and a stock-price goal is achieved, all of the PSUs allocated to that level vest, subject to the executive’s continued service with Domo through the applicable vesting date. The original terms of the awards provided for their expiration on April 23, 2025 (and if any stock-price goals have not been achieved by that date, the Market-Based PSUs allocated to unmet goals will be forfeited). Per the terms of the separation and transition letter agreement with Mr. Mellor effective March 3, 2023, Mr. Mellor may only vest in these awards through September 30, 2024 (and if any stock-price goals have not been achieved by that date, the Market-Based PSUs allocated to unmet goals will be forfeited).

  35. Option Exercises and Stock Vested During Fiscal Year Ended January 31, 2024

    Option Exercises and Stock Vested During Fiscal Year Ended January 31, 2024 The following table sets forth the number of shares acquired, and the value realized upon the exercise of stock options and the vesting of RSUs during the fiscal year ended January 31, 2024 by each of our named executive officers.

  36. Option Exercises and Stock Vested During Fiscal Year Ended January 31, 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Joshua G. James | - | - | - | - | | John Mellor | - | - | 119,410 | $1,450,910 | | David Jolley | - | - | - | - | | Bruce Felt | - | - | 90,105 | $1,077,249 | | Daren Thayne | - | - | 68,993 | $832,242 |

  37. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan during fiscal year ended January 31, 2024.

  38. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below quantifies the potential payments to our named executive officers in the event of a qualifying termination of employment that is not in connection with a change in control of our company or a qualifying termination of employment in connection with a change in control of our company. For Messrs. James and Jolley, each are expected to enter into change in control and severance agreements in fiscal 2025 similar to the terms as disclosed on Form 8-K/A dated as of March 3, 2023. Neither of Messrs. James or Jolley had a change in control and severance agreement with us during fiscal 2024. The amounts shown assume that the change in control and/or termination of employment occurred on January 31, 2024, the last business day of fiscal 2024, other than as noted below. The values reflected also assume that the payments and benefits to our named executive officers are not reduced by virtue of any contractual provisions relating to Sections 280G and 4999 of the Code.

  39. Potential Payments upon Termination or Change in Control

    | | John Mellor(1) | Bruce Felt(2) | Daren Thayne | | Voluntary Resignation(3) | | | | | Severance | $875,000 | $477,083 | - | | Short-Term Incentive(4) | | | - | | Equity Awards(5) | $2,666,984 | $2,522,813 | - | | Health Benefits(6) | $31,094 | $19,826 | - | | Total | $3,573,078 | $3,019,722 | - | | Qualifying Termination(7) | | | | | Severance | - | - | $400,000 | | Short-Term Incentive(4) | - | - | - | | Equity Awards(5) | - | - | - | | Health Benefits(6) | - | - | $21,544 | | Total | - | - | $421,544 | | Change in Control in Connection With a Qualifying Termination(7) | | | | | Severance | - | - | $400,000 | | Short-Term Incentive(4) | - | - | $325,000 | | Equity Awards(5) | - | - | $2,754,871 | | Health Benefits(6) | - | - | $28,528 | | Total | - | - | $3,508,399 |

  40. Potential Payments upon Termination or Change in Control

    (1) Mr. Mellor voluntarily resigned from our company, effective March 3, 2023, and in connection with such resignation, entered into a separation and transition agreement with us. The amounts shown in the table above solely reflect the benefits paid or payable to Mr. Mellor in connection with such resignation pursuant to Instruction 4 to Item 402(j) of Regulation S-K. (2) Mr. Felt entered into a transition letter agreement with the company on December 8, 2022 in connection with his planned employment separation and transition from the company on March 5, 2023. The amounts shown in the table above solely reflect the benefits paid or payable to Mr. Felt in connection with such resignation pursuant to Instruction 4 to Item 402(j) of Regulation S-K. (3) In calculating the amounts set forth in the table, we assumed that the applicable named executive officer (i) does not violate their contractual obligations to us following termination; and (ii) duly executes and does not revoke any releases of claims required to be contractually eligible for termination or change in control benefits. For purposes of this table, we did not include any amounts in respect of accrued but unpaid base salary or benefits or any amounts in respect of stock options (including as the result of any extended post-termination exercise periods) because all stock options held by the named executive officers were fully vested as of January 31, 2024 (or, in the case of Messrs. Mellor and Felt, the dates of their respective resignations). (4) Assumes satisfaction of applicable performance metrics under our Executive Incentive Compensation Plan for fiscal 2024 at target level. (5) Reflects the value of unvested shares of our Class B common stock underlying restricted stock units subject to accelerated or continued vesting. The value was calculated by multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock unit awards as of January 31, 2024, by (ii) in the case of Mr. Thayne, $10.87 (the closing market price of our common stock on the Nasdaq Global Select Market on January 31, 2024, the last trading day in the fiscal year ended January 31, 2024); in the case of Mr. Mellor, $15,85 (the closing market price of our common stock on the Nasdaq Global Select Market on March 3, 2023, the date he resigned from our company); and in the case of Mr. Felt, $15.85 (the closing market price of our common stock on the Nasdaq Global Select Market on March 3, 2023, the last trading day prior to March 5, 2023, the date he resigned from our company). (6) Includes amounts for continued health coverage and/or payments of premiums for coverage under COBRA. (7) A qualifying termination refers to a termination of employment by us without cause, or a resignation by the employee for good reason.

  41. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationships between compensation actually paid to our named executive officers and our company’s performance. In this section, we refer to “compensation actually paid” and other terms used in applicable SEC rules. For information concerning our compensation philosophy and how we align executive compensation with our company’s financial and operational performance, please see section entitled “Executive Compensation Philosophy, Objectives and Design” above.

  42. Pay Versus Performance Disclosure

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year(1) | Summary Compensation Table Total for First PEO | Compensation Actually Paid to First PEO(2) | Summary Compensation Table Total for Second PEO | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Company Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (millions) | Company Selected Measure: Billings (millions) (6) | | 2024 | $13,847,800 | $10,798,300 | $827,312 | $(1,174,372) | $2,509,411 | $1,716,485 | $44.88 | $219.37 | $(75.6) | $321.1 | | 2023 | $95,002 | $(18,141,098) | $7,815,728 | $462,588 | $3,886,205 | $(765,462) | $64.04 | $146.16 | $(105.6) | $323.8 | | 2022 | $8,007,285 | $1,363,710 | $0 | $0 | $4,116,694 | $2,607,066 | $193.89 | $173.37 | $(102.1) | $296.5 | | 2021 | $12,384,956 | $39,030,956 | $0 | $0 | $2,718,309 | $9,126,950 | $261.73 | $137.13 | $(84.6) | $232.7 |

  43. Pay Versus Performance Disclosure

    (1) For fiscal year 2024, Joshua G. James served as our first principal executive officer (“PEO”), John Mellor served as our second PEO and our non-PEO named executive officers (“NEOs”) were Bruce Felt, David Jolley and Daren Thayne. For fiscal year 2023, Joshua G. James served as our first PEO, John Mellor served as our second PEO and our NEOs were Bruce Felt, Catherine Wong and Daren Thayne. For fiscal years 2022 and 2021, Joshua G. James served as our PEO and our NEOs were Bruce Felt and Catherine Wong. (2) The following table presents a reconciliation of total compensation paid to our PEOs for the fiscal years shown in the Summary Compensation Table, further above, to the compensation actually paid to our PEOs, calculated in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates:

  44. Pay Versus Performance Disclosure

    | | First PEO | | | | Second PEO | | | | 2021 | 2022 | 2023 | 2024 | 2023 | 2024 | | Summary Compensation Table Total(a) | $12,384,956 | $8,007,285 | $95,002 | $13,847,800 | $7,815,728 | $827,312 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(11,388,000) | $(7,478,400) | $0 | $(13,376,000) | $(7,359,007) | $0 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $38,034,000 | $5,635,200 | $0 | $10,326,500 | $2,952,747 | $0 | | Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $0 | $(5,545,125) | $0 | $0 | $(2,162,188) | $(458,884) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $0 | $0 | $0 | $0 | $466,764 | $0 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $0 | $744,750 | $78,300 | $0 | $(1,251,456) | $(401,139) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $0 | $0 | $(18,314,400) | $0 | $0 | $(1,141,661) | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $39,030,956 | $1,363,710 | $(18,141,098) | $10,798,300 | $462,588 | $(1,174,372) |

  45. Pay Versus Performance Disclosure

    (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our PEOs and NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See “Equity Incentive Plans” in the Notes to Consolidated Financial Statements contained in our annual report on Form 10-K for additional details on the valuation assumptions used in the calculations of such amounts. (3) The following table presents a reconciliation of average total compensation paid to our Non-PEO NEOs for the fiscal years shown in the Summary Compensation Table, further above, to the average compensation actually paid to our Non-PEO NEOs, calculated in accordance with Item 402(v) of Regulation S-K, as reported in the Pay Versus Performance table to which this footnote relates:

  46. Pay Versus Performance Disclosure

    | | 2021 | 2022 | 2023 | 2024 | | Summary Compensation Table Total(a) | $2,718,309 | $4,116,694 | $3,886,205 | $2,509,411 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(1,992,900) | $(3,116,000) | $(3,275,630) | $(2,059,308) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $6,655,950 | $2,348,000 | $1,226,009 | $1,539,917 | | Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $962,955 | $(970,398) | $(2,296,511) | $(189,468) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $0 | $0 | $574,825 | $83,367 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $782,636 | $228,770 | $(880,360) | $(167,434) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $0 | $0 | $0 | $0 | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $9,126,950 | $2,607,066 | $(765,462) | $1,716,485 |

  47. Pay Versus Performance Disclosure

    (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our PEOs and NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See “Stock Plans” in the Notes to Consolidated Financial Statements contained in our annual report on Form 10-K for additional details on the valuation assumptions used in the calculations of such amounts. (4) Total shareholder return is calculated by assuming that a $100 investment was made at the closing of trading on January 31, 2020, the last trading day prior to the earliest fiscal year shown in the table above, and reinvesting all dividends until the last day of each reported fiscal year. Total shareholder returns for years 2021, 2022 and 2023 have been updated to reflect our fiscal year end instead of the calendar year end previously used. (5) The peer group used is the S&P 500 Information Technology Index, as used in the performance graph shown in our annual report pursuant to Item 201(e) of Regulation S-K. Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on January 31, 2020 and reinvesting all dividends until the last day of each reported fiscal year. Total shareholder returns for years 2021, 2022 and 2023 have been updated to reflect our fiscal year end instead of the calendar year end previously used. (6) In our assessment, billings is the most important financial performance measure that we used in fiscal 2024 to link compensation actually paid to performance.

  48. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return The following graphs illustrate the relationship between compensation actually paid (“CAP”) to our PEOs and average compensation actually paid to our non-PEO NEOs for fiscal years 2024, 2023, 2022 and 2021 versus (i) our cumulative total shareholder return (“TSR”) and our peer group’s TSR for the years shown, (ii) our net income, and (iii) our billings.

  49. Third Party Compensation of Directors

    Third Party Compensation of Directors None of our directors are a party to any agreement or arrangement that would require disclosure pursuant to Rule 5250(b)(3) of The Nasdaq Stock Market.