DEF 14A of Sprout Social, Inc., Apr 8, 2025

DEF 14A of Sprout Social, Inc.

Filed Apr 8, 2025 · FY20240001517375-25-000069

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

    | | 2024 Outstanding Equity Awards at Fiscal-Year End Table | 36 | | | Stock Option Exercises and Stock Vested Table | 37 | | | CEO Pay Ratio | 37 | | | Pay versus Performance | 37 | | | Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information | 42 | | | Potential Payments Upon Termination or Change in Control Table | 42 | | | Security Ownership of Certain Beneficial Owners and Management | 44 | | | Equity Compensation Plan Information | 45 | | Other Matters | Related Person Transactions | 47 | | | Policies and Procedures for Related Person Transactions | 47 | | | Other Matters | 48 | | | Fiscal Year 2024 Annual Report and SEC Filings | 48 | | | Special Note Regarding Forward-Looking Statements | 48 |

  2. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The nominating and corporate governance committee, in recommending director candidates for election to the board of directors, and the board of directors, in nominating director candidates, considers candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating director candidates, the nominating and corporate governance committee and the board of directors may also consider the following criteria as well as any other factor that they deem to be relevant: •the candidate’s experience in corporate management, such as serving as an officer or former officer of a public company; •the candidate’s experience as a board member of another public company; •the candidate’s professional and academic experience relevant to the Company’s industry; •the strength of the candidate’s leadership skills; •the candidate’s experience in finance and accounting and/or executive compensation practices; •whether the candidate has the time required for preparation, participation and attendance at board of directors meetings and committee meetings, if applicable; and •the candidate’s geographic background, gender, age and ethnicity. In addition, the board of directors will consider whether there are potential conflicts of interest with the candidate’s other personal and professional pursuits. The board of directors monitors the mix of specific experience, qualifications and skills of its directors in order to assure that it, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.

  3. Nominees for Director

    Nominees for Director RYAN BARRETTO CEO and Former President of Sprout Social, Inc. Director since 2024 Age 46 Committees: None Ryan Barretto was appointed CEO of Sprout Social and became a member of the board of directors in October 2024. He joined Sprout Social in 2016 as Senior Vice President of Global Sales & Success and was promoted to President in December 2020, where he led go-to-market operations, including Marketing, Sales, Customer Success, and Partnerships. Before joining Sprout Social, Mr. Barretto was Vice President of Global Sales, Pardot for Salesforce.com, Inc. (NYSE: CRM), a cloud-based software company, from November 2014 to June 2016 and the Area Vice President, Commercial Sales for Salesforce.com, Inc. from February 2012 to October 2014. Mr. Barretto holds a Bachelor’s degree in Business Administration from Wilfrid Laurier University and a Master’s degree in International Marketing from the University of Strathclyde. Mr. Barretto currently serves as a member of the board of directors of re:WORK TRAINING and FullStory. We believe Mr. Barretto is qualified to serve on our board of directors because of his extensive knowledge of our business and industry experience. STEVEN COLLINS Former Executive Vice President and Chief Financial Officer of ExactTarget, Inc. Director since 2019 Age 60 Committees: Audit Committee (Chair), Compensation Committee Steven Collins has served as a member of our board of directors since August 2019. From June 2011 to February 2014, Mr. Collins served as the Executive Vice President and Chief Financial Officer of ExactTarget, Inc., a cross-channel digital marketing company that was acquired by Salesforce.com, Inc. Prior to that, Mr. Collins held the position of Senior Vice President and Chief Financial Officer of NAVTEQ Corporation, a digital mapping company. Mr. Collins was with NAVTEQ Corporation from 2003 through 2011 and served as the Vice President of Finance and the Senior Vice President of Finance & Accounting prior to being named Chief Financial Officer. Mr. Collins currently serves on the board of directors of nCino, Inc. (NASDAQ: NCNO), Paycor HCM, Inc. (NASDAQ: PYCR) and one private software company. In the previous five years, Mr. Collins was a member of the board of directors of Instructure, Inc (NYSE: INST). Mr. Collins holds a Bachelor’s degree in Industrial Engineering from Iowa State University and a Master’s degree in Business Administration from the Wharton School of the University of Pennsylvania. We believe that Mr. Collins is qualified to serve on our board of directors because of his extensive finance and software industry experience as well as his strong business acumen and leadership skills. AARON RANKIN Co-Founder and Former Chief Technology Officer of Sprout Social, Inc. Director since 2010 Age 42 Committees: None Aaron Rankin co-founded Sprout Social. He has served as a member of our board of directors since April 2010. From April 2010 to December 2023, Mr. Rankin served as our Chief Technology Officer. Prior to founding Sprout Social, Mr. Rankin was a software engineer at Endeca Technologies, Inc., a software company, from August 2006 until February 2010 and was an IT Architect at IBM Corporation (NYSE: IBM), a technology company, from August 2004 until August 2006. Mr. Rankin holds Bachelor’s and Master’s degrees in Information Systems from Carnegie Mellon University. We believe that Mr. Rankin’s in-depth knowledge of our business from serving as one of our founders and as our former Chief Technology Officer provides him with the qualifications and skills to serve on our board of directors.

  4. Continuing Directors

    Continuing Directors PETER BARRIS Chairman Emeritus and Retired General Partner of New Enterprise Associates, Inc. Lead Independent Director since 2024 Director since 2011 Age 73 Committees: Audit Committee, Nominating and Corporate Governance Committee Peter Barris has served as a member of our board of directors since February 2011. In April 2024, Mr. Barris was appointed lead independent director (“Lead Independent Director”) of the Company’s board of directors. Mr. Barris joined New Enterprise Associates, Inc. (“NEA”), a global venture capital fund investing in technology and healthcare, where he specialized in information technology investing, in 1992 and retired at the end of 2019. Prior to his retirement, Mr. Barris held several roles at NEA, including Managing General Partner of NEA. He is currently the Chairman Emeritus of NEA. Prior to NEA, Mr. Barris served in several senior operating roles in the three different public companies, including General Electric. Mr. Barris currently serves on the board of directors of Tempus AI (NASDAQ: TEM), where he serves as the Chairman of the Compensation Committee and a member of the Audit Committee. Mr. Barris also currently serves on the board of directors of private companies Tamr, Inc., and ThreatQuotient, Inc. In addition, Mr. Barris is Chairman of the Board of Trustees of Northwestern University, and serves on the boards of the Brookings Institution, P33, THI and In-Q-Tel. He has been named several times to the Forbes Midas List of top technology investors, to Washington Tech Council’s Hall of Fame, and to the Washington Business Hall of Fame. In the previous five years, Mr. Barris was a member of the board of directors of Berkshire Grey, Inc. (NASDAQ: BGRY), ZeroFox Holdings, Inc. (NASDAQ: ZFOX), Catalytic, Inc., Upskill, Inc., Groupon, Inc. (NASDAQ: GRPN) and NextNav, Inc. (NASDAQ: NN). Mr. Barris holds a Bachelor’s degree in Electrical Engineering from Northwestern University and a Master’s degree in Business Administration from the Tuck School of Business at Dartmouth University. Mr. Barris brings to our board of directors a sophisticated knowledge of information technology companies that includes investments in over three dozen information technology companies that have completed public offerings or successful mergers as well as experience serving as a director of several public companies. We believe that Mr. Barris is qualified to serve on our board of directors because he has more than 20 years of experience in finance and has served on other public company boards of directors. JUSTYN HOWARD Executive Chair, and Former Chief Executive Officer of Sprout Social, Inc. Director since 2010 Age 45 Committees: None Justyn Howard co-founded Sprout Social and was appointed the Executive Chair in October 2024. Mr. Howard served as our CEO and Chairman of our board of directors from April 2010 until October 2024. From April 2010 until December 2020, he also served as our President. Mr. Howard won a number of awards and honors as our CEO, including recognition in Glassdoor’s “Highest Rated CEOs” in 2019, 2018 and 2017 for U.S. companies with less than 1,000 employees, winning Built in Chicago’s Moxie Awards CEO of the Year for 2017. Prior to founding Sprout Social, Mr. Howard held Enterprise Sales roles for Saas Learning Management provider Learn.com. As our founding CEO, we believe that Mr. Howard’s in-depth knowledge and leadership provide him with the qualifications and skills to serve on our board of directors. RAINA MOSKOWITZ President and Chief Executive Officer of The Knot Worldwide Director since 2020 Age 42 Committee: Compensation Committee Raina Moskowitz has served as a member of our board of directors since December 2020. In January 2025, Ms. Moskowitz became the President and Chief Executive Officer and member of the Board of Directors of The Knot Worldwide. Prior to that, Ms. Moskowitz held several positions at Etsy, Inc. (NASDAQ: ETSY) including Chief Operating and Marketing Officer from January 2024 to December 2024, Chief Operating Officer from March 2022 to January 2024, Chief Operations, Strategy, and People Officer from August 2020 to March 2022, and the Senior Vice President of People, Strategy and Services from April 2018 to August 2020. Prior to joining Etsy, Ms. Moskowitz was employed by the American Express Company (NYSE: AXP), a financial services company, from 2005 to 2018. Ms. Moskowitz holds a Bachelor’s degree in economics from the Wharton School at the University of Pennsylvania. She also serves on the board of Tech:NYC, a non-profit organization. We believe that Ms. Moskowitz is qualified to serve on our board of directors because of her significant experience growing and leading online customer-facing businesses. THOMAS STANLEY Former President and Chief Revenue Officer of Chainalysis Inc. Director since 2021 Age 58 Committees: Compensation Committee (Chair), Nominating and Corporate Governance Committee Thomas Stanley has served as a member of our board of directors since June 2021. From December 2021 until September 2023, Mr. Stanley served as the President and Chief Revenue Officer of Chainalysis, Inc., a global blockchain data platform that provides block chain-related data, software, services, and research. Prior to that, Mr. Stanley was the Chief Revenue Officer of Tanium, Inc., an information technology company focused on enterprise-scale information security and systems management from August 2019 until December 2021, and from August 2006 to September 2019, Mr. Stanley was employed by NetApp, Inc. (NASDAQ: NTAP), a hybrid cloud data services and data management company, where his most recent position was Senior Vice President and General Manager, Americas. Mr. Stanley currently serves on the board of directors for Nasuni, Inc., Boys Hope Girls Hope International and the North Carolina A&T Real Estate Foundation. Mr. Stanley holds a Bachelor’s degree in Computer Science from North Carolina State University and Master’s degree in Business Administration from the Carlton School of Management at the University of Minnesota. We believe Mr. Stanley is qualified to serve on our board of directors because of his software executive experience in sales, go-to-market strategy, and partnerships. KAREN WALKER Operating Partner at Goldman Sachs Director since 2019 Age 63 Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair)

  5. Continuing Directors

    Karen Walker has been a member of our board of directors since August 2019. Since April 2025, Ms. Walker has served as a strategic advisor to Eli Lilly and Company (NYSE: LLY), a global healthcare and pharmaceutical company, for the company’s digital and commercialization initiatives. Since February 2023, Ms. Walker has served as an Operating Partner of the Value Accelerator Practice of the Merchant Banking Division at Goldman Sachs & Co. LLC, a global investment banking, securities and investment management firm. From September 2019 to February 2023, Ms. Walker was the Chief Marketing Officer and Senior Vice President of Intel Corporation (NASDAQ: INTC), a multinational technology company. From 2009 until July 2019, Ms. Walker was employed by Cisco Systems, Inc. (NASDAQ: CSCO) (“Cisco”), a multinational digital communications technology company, where her last position was as Senior Vice President and Chief Marketing Officer. Ms. Walker was recognized by Forbes as being one of the Top 10 World’s Most Influential CMOs (2017, 2019). Cisco was also recognized as having an award-winning Digital Marketing Foundation by Oracle and Martech. Prior to joining Cisco, Ms. Walker worked at Hewlett-Packard, Inc. (NYSE: HPE), a multinational information technology company, as Vice President of Strategy and Marketing for both the Consumer Digital Entertainment and Personal Systems groups. In the previous five years, Ms. Walker was a member of the board of directors of Eli Lilly and Company (NYSE: LLY). Ms. Walker is a member of the Salvation Army Advisory Board of Silicon Valley. Ms. Walker holds a Bachelor’s degree with joint honors in chemistry and business studies from Loughborough University and an honorary Doctorate of Business Administration from Sunderland University, both in England. We believe that Ms. Walker is qualified to serve on our board of directors because of her extensive experience in the information technology industry and her business expertise in marketing and digital experience.

  6. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors is currently composed of eight members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the Class III directors whose terms are then expiring. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation, disqualification or removal.

  7. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding the compensation earned by our non-employee directors for the year ended December 31, 2024.

  8. NON-EMPLOYEE DIRECTOR COMPENSATION

    | | Director Compensation | | | | | NAME | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Peter Barris | 53,750 | 179,977 | — | 233,727 | | Steven Collins | 62,500 | 179,977 | — | 242,477 | | Raina Moskowitz | 60,000 | 179,977 | — | 239,977 | | Aaron Rankin(5) | 8,750 | — | 745,386 | 754,136 | | Thomas Stanley | 50,000 | 179,977 | — | 229,977 | | Karen Walker | 57,000 | 179,977 | — | 236,977 |

  9. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Amounts reported in this column reflect cash retainer fees paid to our non-employee directors with respect to their 2024 service on the Company’s board of directors and its committees. For Mr. Barris, reflects the prorated portion of the annual cash retainer for his service as Lead Independent Director for a portion of 2024. Effective March 31, 2025, Mr. Barris joined the audit committee (and Ms. Moskowitz left the audit committee) and Mr. Stanley became the Chair of the compensation committee. (2)Amounts reported in this column reflect the full grant-date fair value of restricted stock unit (“RSU”) awards granted to our non-employee directors during 2024 computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“ASC Topic 718”), rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to directors in 2024 in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)As of December 31, 2024, each of our non-employee directors, excluding Mr. Rankin, held 5,612 unvested RSUs. (4)Amount reported in this column represents the total compensation Mr. Rankin received in 2024 as a non-executive officer employee of the Company from January 1, 2024 to October 1, 2024, including: (a) prorated annual base salary of $255,000; (b) the grant-date fair value of an RSU award totaling $405,073 granted to Mr. Rankin in 2024, as computed in accordance with ASC Topic 718; (c) $79,063 earned by Mr. Rankin under the Company’s 2024 short-term incentive plan (the “2024 Short-Term Incentive Plan”); (d) matching contributions by the Company to Mr. Rankin’s 401(k) retirement savings plan account totaling $5,500; and (e) a Lifestyle Spending Account (LSA) benefit totaling $750 available to eligible employees, as described in footnote 3 to the Summary Compensation Table. The assumptions used in calculating the grant date fair value of the RSUs in this column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (5)Mr. Rankin has served as a member of the board of directors since April 2010, but became a non-employee director on October 2, 2024. During the term of his employment, Mr. Rankin was not eligible to receive separate compensation for service on our board of directors. Amounts reported for Mr. Rankin under “Fees Earned or Paid in Cash” are prorated for the period of service in which he was entitled to fees for service as a non-employee director. Mr. Rankin did not receive any equity grant awards in connection with his service as a non-employee director from and after October 2, 2024.

  10. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation policy (“Non-Employee Director Compensation Policy”) in effect for the fiscal year ended December 31, 2024, our non-employee directors were eligible to receive cash compensation for service on the board of directors and additional annual cash compensation for committee membership, in each case, payable quarterly in arrears and pro-rated for partial quarters served, as follows:

  11. Non-Employee Director Compensation Policy

    | Position | Annual Cash Retainer ($) | | Board Member | 35,000 | | Audit Committee Chair | 20,000 | | Lead Independent Director | 15,000 | | Compensation Committee Chair | 15,000 | | Nominating and Corporate Governance Committee Chair | 12,000 | | Audit Committee Member (other than Chair) | 10,000 | | Compensation Committee Member (other than Chair) | 7,500 | | Nominating and Corporate Governance Committee Member (other than Chair) | 7,500 |

  12. Non-Employee Director Compensation Policy

    In addition to cash compensation described above, under our Non-Employee Director Compensation Policy in effect for the fiscal year ended December 31, 2024, new non-employee directors will each be eligible to receive an initial RSU award with a grant date value of $360,000 on the date of their appointment or election to the board, which shall vest as to one-third (1/3) of the total number of RSUs subject to such award on the first anniversary of the date of grant and as to an additional 1/12th of the total number of RSUs subject to such award on each quarterly anniversary of the date of grant thereafter (and if there is no corresponding day, the last day of the month), subject to the non-employee director continuing in service on the board of directors through the applicable vesting date. Each director will also receive an annual RSU award with a grant date value of $180,000 (with one-time prorated awards made to directors who were elected or appointed to the board of directors on a date other than an annual meeting, only with respect to the first annual meeting following the grant of such director’s award on their board service start date), which will generally vest in full on the day immediately prior to the date of our annual stockholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The vesting of the RSU awards will accelerate and vest in full upon a change in control, as defined in the Sprout Social, Inc. 2019 Incentive Award Plan (the “2019 Equity Incentive Plan”).

  13. Executive Summary

    | | | | What We Do | | | ü | Short-Term Incentive Plan 100% Tied to Financial Performance. Payouts to our NEOs under our 2024 Short-Term Incentive Plan are 100% tied to our financial performance. | | ü | Reasonable Cap on Short-Term Incentive Plan Payouts. Our Compensation Committee caps payouts under our 2024 Short-Term Incentive Plan with payouts capped at 170% of each NEO’s respective target annual bonus opportunity. | | ü | Annual Say-on-Pay Vote. Our Compensation Committee and board of directors have adopted annual say-on-pay votes to give our stockholders the opportunity to express their views on our NEOs’ compensation program on an annual basis. | | ü | Maintain an Independent Compensation Committee. Our Compensation Committee consists solely of independent directors who establish our compensation policies and practices. | | ü | Retain an Independent Compensation Advisor. Our Compensation Committee has engaged its own compensation consultant to provide information, analysis, and other advice on compensation independent of management. This consultant performed no additional consulting or other services for us in 2024. | | ü | Annual Executive Compensation Review. Our Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and approval of our compensation peer group used for comparative purposes. | | ü | Compensation At-Risk. Our executive compensation program is designed so that a majority of our NEOs’ compensation is “variable” and “at-risk” to align the interests of our NEOs and stockholders. | | ü | Stock Ownership Guidelines. We maintain Stock Ownership Guidelines for our CEO, Executive Chair, CFO and non-employee directors. | | ü | Clawback Policy. We maintain a compensation Clawback Policy that applies to both cash and equity incentive compensation. | | | | | What We Don’t Do | | | X | No Abbreviated Vesting Schedules. All of our NEO equity compensation consists of RSU awards in which 25% of the units vest approximately one year from the grant date, and in approximately equal installments quarterly thereafter until the award is fully vested approximately four years from the grant date. | | X | No Golden Parachute Excise Tax Payments. We do not provide any contracts or agreements guaranteeing future excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. | | X | No Tax Payments. We do not provide our NEOs with tax reimbursement payments also known as “gross-ups.” | | X | No Broad Perquisites. We do not provide our NEOs with broad perquisites. | | X | No “Single Trigger” Arrangements for Cash Bonus or Equity Awards Upon Change in Control. We do not provide our NEOs with an acceleration of their Short-Term Incentive Plan cash bonus or equity awards in connection with a change in control unless there is an involuntary termination or resignation for good reason. | | X | No Guaranteed Short-Term Incentives. We do not provide guaranteed cash bonuses to our NEOs. |

  14. Process for Setting Executive Compensation

    As part of its annual compensation review, our Compensation Committee evaluates our executive compensation against the competitive market, based on a curated group of peer companies as well as data from selected broad-based compensation surveys. This data provides valuable market insight with respect to current executive compensation policies and practices. Our Compensation Committee, in consultation with Compensia, evaluates how our pay practices and our named executive officers’ target total direct compensation compare to the competitive market. To develop the 2024 compensation peer group, our Compensation Committee consulted with Compensia and considered companies that are in the software and services industry and competitive market for talent and that are similar to us in terms of revenue and revenue growth, market capitalization and tenure as a public company. Selection criteria were consistent with past years and aligned with market best practices and included: •Publicly traded software and software services companies headquartered in the U.S.; •Revenue 0.5x - 2.5x our trailing 12-month revenue; •Market capitalization 0.25x - 4.0x our 30-day market capitalization; •Strong revenue growth rate; and •Similar state of maturity. In July 2023, the Compensation Committee approved the compensation peer group as listed below to guide 2024 executive compensation decisions. Changes included removing two acquired companies (Qualtrics International and Sumo Logic) and HubSpot, as it exceeded both the target revenue and market capitalization ranges. Three companies meeting the criteria above, Amplitude, DoubleVerify and Freshworks were added.

  15. Process for Setting Executive Compensation

    | Peer Group | | | | Amplitude, Inc. | Braze, Inc. | nCino, Inc. | | Appian, Inc. | DoubleVerify Holdings, Inc. | PagerDuty, Inc. | | Asana, Inc. | Everbridge, Inc. | SEMrush Holdings, Inc. | | BigCommerece Holdings, Inc. | Freshworks Inc. | Smartsheet, Inc. | | Bill.com Holdings, Inc. | Jamf Holding, Corp. | Sprinklr, Inc. | | BlackLine, Inc. | Jfrog, Inc. | |

  16. Elements of our Executive Compensation Programs

    (1)Mr. Howard’s base salary was initially increased to $500,000 effective January 1, 2024. Effective October 1, 2024, in connection with Mr. Howard’s transition to Executive Chair, Mr. Howard’s base salary was decreased from $500,000 to $350,000. The “Percentage Adjustment from Fiscal 2023” represents the decrease in Mr. Howard’s base salary from 2023 as compared to his salary in effect as of December 31, 2024. 2024 Short-Term Incentive Compensation Plan For 2024, our Compensation Committee adopted the cash-based 2024 Short-Term Incentive Plan. To the extent earned, these bonuses are paid quarterly following certification of the performance goal achievement for each quarter. The target annual short-term incentive opportunity for each NEO is calculated by multiplying their respective base salaries by a bonus percentage as described in the tables below. The process for designing our 2024 Short-Term Incentive Plan, including setting target bonus amounts, is described above under “Process for Setting Executive Compensation.” Our Compensation Committee retains the discretion to increase or decrease payouts under this plan. Our Compensation Committee established a quarterly bonus structure to align with the Company’s business model. The Committee also believes the quarterly bonus structure provides a sustained performance incentive by setting challenging performance targets for each quarter and avoiding situations where NEOs may be less incentivized to drive performance later in the fiscal year. The quarterly bonus structure for 2024 was based on the Company’s achievement of two performance metrics: revenue and non-GAAP operating income, weighted at 70% and 30%, respectively, of the total target annual short-term incentive opportunity. Our Compensation Committee believes revenue and non-GAAP operating income were the most appropriate performance measures to use in determining cash bonus payouts as they are indicators of successful execution of our annual operating plan. In addition, our Compensation Committee believes the respective weighting of these metrics is appropriate as the Company’s strategic plan is heavily focused on driving profitable growth. The targets and payouts for these metrics are established based on the Company’s performance relative to the guidance it provides to the market for the particular quarter and are set forth in the table below.

  17. Elements of our Executive Compensation Programs

    | Revenue Target (70% of target annual incentive bonus opportunity) | | Non-GAAP Operating Income Target (30% of target annual incentive bonus opportunity) | | | Level of Target Met Relative to Guidance Provided to the Market | Percentage of Revenue Target Bonus Paid | Level of Target Met Relative to Guidance Provided to the Market | Percentage of Non-GAAP Operating Income Bonus Paid | | Below guidance range | No payout | Below guidance range | No payout | | Low-end to mid-point of guidance range | 50% | Low-end to mid-point of guidance range | 50% | | Mid-point to high-end of guidance range (100%) | 80% | Mid-point to high-end of guidance range (100%) | 80% | | 100.1% - 100.9% | 100% | Greater than 100% | 100% | | 101% - 101.9% | 110% | | | | 102% - 102.9% | 120% | | | | 103% - 103.9% | 130% | | | | 104% - 104.9% | 140% | | | | 105% - 105.9% | 150% | | | | 106% - 106.9% | 160% | | | | 107% - 107.9% | 170% | | | | 108% - 108.9% | 180% | | | | 109% - 109.9% | 190% | | | | 110% or Greater | 200% | | |

  18. Elements of our Executive Compensation Programs

    For purposes of the 2024 Short-Term Incentive Plan, we define “Revenue” as the GAAP measure used by the Company and as stated in our audited financial statements and “non-GAAP operating income (loss)” as GAAP loss from operations, excluding stock-based compensation expense, acquisition-related expenses, amortization expenses associated with the acquired intangible assets from the Tagger Media, Inc. acquisition, restructuring charges and non-cash gains from lease modifications. The following table describes the relationship between the Company’s performance in 2024 and the resulting payout for our NEOs under our 2024 Short-Term Incentive Plan.

  19. Elements of our Executive Compensation Programs

    | Name | Aggregate Target Bonus Opportunity (% of Base Salary) | Aggregate Target Bonus ($) | Actual Aggregate Bonus Payment ($) | | Ryan Barretto | 100% | 480,000 | 379,200 | | Justyn Howard(1) | 90.5% | 418,750 | 325,125 | | Joe Del Preto | 65% | 289,250 | 228,509 |

  20. Elements of our Executive Compensation Programs

    (1)Mr. Howard’s 2024 target bonus opportunity as CEO was initially 100% of his base salary ($500,000). Effective October 1, 2024, in connection with Mr. Howard’s transition to Executive Chair, Mr. Howard’s target bonus opportunity decreased from 100% to 50% of his new, reduced base salary ($350,000), resulting in the blended target bonus opportunity shown above. 2024 Long-Term Equity Incentives A significant portion of our named executive officers’ target total direct compensation is delivered in the form of long-term incentive compensation in the form of equity awards granted pursuant to our LTI Program. We use RSU awards as our primary long-term equity incentive vehicle as they provide a strong retention incentive for our named executive officers and are less dilutive than stock options to our stockholders. We believe that linking a significant portion of our named executive officer’s compensation to RSU awards incentivizes share price growth, strengthens alignment between management and stockholders, and serves as an important retention tool. Further, as we continue to transition our executive compensation program as a relatively new public company, we believe that time-based vesting is the appropriate means for earning these awards to incentivize our named executive officers to generate long-term value for our stockholders, and that our mix of short-term performance-based cash bonuses and RSU awards earned over a multi-year vesting schedule effectively drives performance and promotes stability and retention of our management team. Annual RSU awards to our named executive officers are typically approved in the first quarter of each year. However, there are occasions when awards are granted on other dates, for example with new hire grants and out-of-cycle promotion grants. All required Compensation Committee approvals are obtained in advance of or on the actual grant date. In determining the size of the annual RSU award for each NEO, our Compensation Committee primarily considers the practices of the companies in our compensation peer group, the results of selected broad-based compensation surveys, the responsibility and performance of the NEO, and the amount of equity compensation held by the named executive officer (including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our retention objectives). The following vesting terms applied to the 2024 annual NEO RSU awards (the “Standard RSU Vesting Schedule”): •one-quarter of the units vest on the first anniversary of the vesting commencement date, and in approximately equal quarterly installments thereafter until the award is fully vested four years from the vesting commencement date; •our board of directors and Compensation Committee have discretion in setting the vesting commencement date. However, for administrative convenience, they generally set RSU vesting commencement dates to be on March 1st, June 1st, September 1st or December 1st; and •the RSU awards are subject to the 2019 Equity Incentive Plan, the applicable RSU award agreement, and the named executive officer’s continued employment with us through each applicable vesting date, among other things. Each unit that vests represents a contingent right to receive one share of our Class A common stock. The number of RSUs granted to our NEOs in 2024 is set forth in the table below. For additional information, please review the “2024 Summary Compensation Table” and the “2024 Grants of Plan-Based Awards” table found later in this proxy statement.

  21. Elements of our Executive Compensation Programs

    | Named Executive Officer | Grant Date Fair Value of 2024 RSU Award | RSUs (#) Granted in 2024 | | Ryan Barretto | $4,152,114 | 69,538* | | Justyn Howard | $7,089,010 | 118,724 | | Joe Del Preto | $3,291,335 | 55,122 |

  22. Elements of our Executive Compensation Programs

    * Excludes Mr. Barretto Promotion RSU Award as further described below under the heading “Barretto CEO Promotion.” Barretto CEO Promotion In connection with Mr. Barretto’s appointment as CEO, effective October 1, 2024, the Company entered the Barretto CEO Offer Letter, which superseded the Amended and Restated Executive Employment Agreement, dated November 29, 2019, between the Company and Mr. Barretto. The Barretto CEO Offer Letter provides for, among other things, a promotion grant of 88,999 RSUs made on October 1, 2024 with an aggregate grant date fair value of $2,500,000, which will vest 25% on the first anniversary of Mr. Barretto’s appointment as CEO, with an additional 1/16 vesting each quarter thereafter, subject to Mr. Barretto’s continued service to the Company through each vesting date (the “Promotion RSU Award”). The number of RSUs subject to the Promotion RSU Award was determined by dividing the grant value by the average closing price of a share of Company Class A common stock over the prior thirty days inclusive of the grant date, which resulted in a grant of 88,999 RSUs. The Promotion RSU Award was intended to recognize Mr. Barretto’s performance during the transition period and expected future contributions in his new role, and to further strengthen his alignment with stockholders by emphasizing a focus on long-term value creation. No adjustments were made to Mr. Barretto’s cash compensation or target bonus opportunity at the time of his promotion. In determining the size of the Promotion RSU Award, among other considerations, our Compensation Committee considered peer CEO equity grant practices, the status of Mr. Barretto’s unvested equity to ensure sufficient retention glue, as well as the size of the annual NEO RSU grant Mr. Barretto received in March 2024 in his prior role and the additional responsibilities assumed upon his promotion to CEO. The Barretto CEO Offer Letter also provides that Mr. Barretto will participate in our Severance Plan as a “Tier 1 Covered Executive,” as more fully described below under the heading “Severance and Change in Control Benefits.” Perquisites; Health and Welfare Benefits We provide limited perquisites and personal benefits to our named executive officers, as described below. We believe these perquisites and personal benefits are necessary and appropriate to provide a competitive compensation package to our named executive officers. Our named executive officers are eligible to participate in a broad range of health and welfare benefit programs in the same manner as our non-executive employees, including our 401(k) retirement savings plan, health insurance, vision insurance, dental insurance, mental health counseling, short-and long-term disability insurance plans, basic and voluntary life insurance plans, child and elder care assistance, adoption and surrogacy assistance, financial well-being counseling, identity and cyber-fraud protection services, legal services insurance, commuter (transit and parking) assistance plans and lifestyle spending account. We match 50% of the contributions made by our employees to our 401(k) retirement savings plan up to 3%, of their salary with an annual per-employee contribution match cap of $5,500, with such matching contributions subject to four-year annual vesting commencing on the employee’s date of hire.

  23. Severance and Change in Control Benefits

    Severance and Change in Control Benefits In 2024, each of our NEOs was entitled to receive specified payments and benefits in the event of certain qualifying terminations of employment, including qualifying terminations of employment in connection with a change in control of the Company, either pursuant to an employment agreement with the Company or under our Severance Plan (as defined below) (collectively, the “Post-Employment Compensation Provisions”). We believe that having in place reasonable and competitive Post-Employment Compensation Provisions is essential to attracting and retaining highly qualified executives. We believe our Post-Employment Compensation Provisions also align the interests of our NEOs and our stockholders when considering our long-term future. The primary purpose of these arrangements in the case of a change in control of the Company is to keep our most senior executive officers focused on pursuing all corporate transaction activity in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing NEO to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. Our equity compensation and cash bonus compensation are “double trigger” arrangements. This means we do not provide our NEOs with an acceleration of their Short-Term Incentive Plan cash bonuses or equity awards unless there is a change in control of the Company. A summary of the severance and change-in-control benefits provided under Mr. Howard’s employment agreement and our Severance Plan, in which Mr. Barretto and Mr. Del Preto participated in 2024, is set forth below. Amended Howard Employment Agreement In November 2019, we entered into an amended and restated employment agreement with Mr. Howard with respect to his service as CEO (the “Howard Employment Agreement”). Pursuant to the Howard Employment Agreement, Mr. Howard was eligible to receive the following severance payments and benefits upon an involuntary termination without “Cause” or a resignation for “Good Reason” (each term as defined in the Howard Employment Agreement), contingent upon Mr. Howard’s delivery to the Company of a satisfactory release of claims: (i) cash severance equal to 12 months of base salary and (ii) continued health benefits at the Company’s expense for up to 12 months. If such termination occurred upon or anytime following the effective date of a “Change in Control” (as defined in the 2019 Equity Incentive Plan), Mr. Howard was eligible to receive the following severance payments and benefits, contingent upon Mr. Howard’s delivery to the Company of a satisfactory release of claims: (i) cash severance equal to 18 months of base salary; (ii) continued health benefits at the Company’s expense for up to 18 months; (iii) Mr. Howard’s target annual performance bonus for the year in which the termination occurred; and (iv) full accelerated vesting of all outstanding equity awards held by Mr. Howard as of immediately prior to the termination, provided that any such equity awards subject to performance-based vesting would vest assuming a target level of achievement for each applicable performance objective. In September 2024, in connection with Mr. Howard’s transition from CEO to Executive Chair, the Company entered into the Amended Howard Employment Agreement. Pursuant to the Amended Howard Employment Agreement and as Executive Chair, Mr. Howard is generally entitled to receive the same severance and benefits as provided for in the Howard Employment Agreement (and as described above) upon a termination without “Cause” or for “Good Reason” (each term as defined in the Amended Howard Employment Agreement), provided that the enhanced severance benefits payable in connection with a Change in Control only apply to the extent the qualifying termination occurs within the three months prior to, upon or within 12 months following, the effective date of the Change in Control. For an estimate of the potential payments and benefits that Mr. Howard would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on December 31, 2024, see “Potential Payments Upon Termination or Change in Control” below. Severance Plan On November 1, 2023, our Compensation Committee approved and adopted the Sprout Social, Inc. Severance Plan (the “Severance Plan”), pursuant to which certain of the Company’s executive officers are eligible to receive severance and/or change in control benefits. In February 2024, Mr. Barretto and Mr. Del Preto each entered into participation agreements with the Company that replaced the existing Post-Employment Compensation Provisions in their respective then-effective employment agreements with the benefits afforded to Tier 2 Covered Executives under the Severance Plan (as summarized below). The severance benefits that each became entitled to under the Severance Plan are generally consistent with those that had been provided under the employment agreements. In connection with Mr. Barretto’s appointment as CEO, effective October 1, 2024, Mr. Barretto subsequently became entitled to benefits under the Severance Plan as a Tier 1 Covered Executive. Each participant in the Severance Plan is designated as a “Tier 1 Covered Executive,” “Tier 2 Covered Executive” or “Tier 3 Covered Executive.” With respect to each Tier 1 or 2 Covered Executive, pursuant to the Severance Plan, if, within the three-month period prior to, or the 12-month period following, a “change in control” (as defined in the Severance Plan), the Company terminates the employment of the applicable executive without “cause” (excluding death or “disability”) or such executive resigns for “good reason” (each, as defined in the Severance Plan) and within no more than 45 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) cash severance in an amount equal to 18 or 12 months, respectively, of the executive’s then-current base salary and 100% of the executive’s target annual bonus for the calendar year in which such termination occurs (less any portion of the annual bonus which has previously been paid for such year), payable, less applicable withholdings and deductions, in the form of continuation payments in regular installments over the 18-month or 12-month period, respectively, following the date of such termination, in accordance with the Company’s normal payroll practices, (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s eligible dependents for up to 18 or 12 months, respectively, and (iii) vesting acceleration as to 100% of the then-unvested shares subject to each of such executive’s then outstanding equity awards (and in the case of awards subject to performance-based vesting conditions, such performance-based awards shall vest assuming a target level of performance for each applicable performance objective).

  24. Severance and Change in Control Benefits

    With respect to each Tier 1 or Tier 2 Covered Executive, pursuant to the Severance Plan, if, outside of the three-month period prior to, or the 12-month period following, a “change in control,” the Company terminates the employment of the applicable executive without “cause” (excluding death or “disability”) or such executive resigns for “good reason” and within no more than 45 days of such termination the executive executes and does not revoke a separation agreement and release of claims, such executive will be entitled to receive (i) cash severance in an amount equal to 12 or six months, respectively, of the executive’s then-current base salary, payable, less applicable withholdings and deductions, in the form of continuation payments in regular installments over the twelve-month or six-month period, respectively, following the date of such termination, in accordance with the Company’s normal payroll practices and (ii) payment of premiums to maintain group health insurance continuation benefits pursuant to COBRA for such executive and such executive’s eligible dependents for up to 12 or six months, respectively. For an estimate of the potential payments and benefits that Messrs. Barretto and Del Preto would have been eligible to receive if a hypothetical change in control or other trigger event had occurred on December 31, 2024, see “Potential Payments Upon Termination or Change in Control” below.

  25. 2025 Pay Actions

    | Named Executive Officer | RSUs (#) | | Ryan Barretto | 291,970 | | Justyn Howard | 109,489 | | Joe Del Preto | 118,613 |

  26. 2024 Summary Compensation Table

    2024 Summary Compensation Table Our Summary Compensation Table below shows the total compensation paid to or earned by each of our NEOs with respect to 2024, 2023 and 2022.

  27. 2024 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Ryan Barretto, CEO and Director, Former President | 2024 | 480,000 | — | 6,679,686 | 379,200 | 6,495 | 7,545,381 | | | 2023 | 425,000 | — | 3,493,184 | 454,751 | 6,250 | 4,379,185 | | | 2022 | 400,000 | — | 3,162,000 | 376,000 | 4,500 | 3,942,500 | | Justyn Howard, Executive Chair and Director, Former CEO | 2024 | 462,500 | — | 7,089,010 | 325,125 | — | 7,876,635 | | | 2023 | 480,000 | — | 6,608,667 | 513,600 | — | 7,602,267 | | | 2022 | 460,000 | — | 5,189,000 | 432,400 | — | 6,081,400 | | Joe Del Preto, Chief Financial Officer and Treasurer | 2024 | 445,000 | | 3,291,335 | 228,509 | 6,463 | 3,971,306 | | | 2023 | 437,500 | — | 2,360,255 | 280,875 | 5,787 | 3,084,417 | | | 2022 | 390,000 | — | 1,847,609 | 219,960 | 4,500 | 2,462,069 |

  28. 2024 Summary Compensation Table

    (1)Amounts reflect actual base salary paid to our NEOs for work performed that year. (2)This column does not represent amounts paid to or realized by our NEOs. This column reflects the accounting cost for these awards. These amounts are the full grant date fair value of RSU awards computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs in this column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (3)Amounts reported in this column for 2024 represent the amounts earned under our 2024 Short-Term Incentive Plan, as described above in the Compensation Discussion and Analysis under the heading “Elements of our Executive Compensation Programs—2024 Short-Term Incentive Compensation Plan.” (4)Amounts for Messrs. Barretto and Del Preto reflect (a) matching contributions by the Company to each NEO’s 401(k) retirement savings plan account, and (b) a Lifestyle Spending Account (“LSA”) benefit available to eligible employees. In 2024, the LSA benefit was an employer-funded account allowing eligible employees to spend funds on a wide variety of eligible expenses that support an employee's well-being.

  29. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table Our 2024 Grants of Plan-Based Awards Table below shows information relating to all plan-based awards granted to our NEOs during 2024 pursuant to our 2024 Short-Term Incentive Plan and our 2019 Equity Incentive Plan.

  30. 2024 Grants of Plan-Based Awards Table

    | Name | Type of Award | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ryan Barretto | Short-Term Incentive Plan Bonus | N/A | 240,000 | 480,000 | 816,000 | — | — | — | — | — | | | RSUs(3) | 3/28/2024 | — | — | — | — | — | — | 69,538 | 4,152,114 | | | RSUs(4) | 10/1/2024 | — | — | — | — | — | — | 88,999 | 2,527,572 | | Justyn Howard | Short-Term Incentive Plan Bonus | N/A | 209,375 | 418,750 | 711,875 | — | — | — | — | — | | | RSUs(3) | 3/28/2024 | — | — | — | — | — | — | 118,724 | 7,089,010 | | Joe Del Preto | Short-Term Incentive Plan Bonus | N/A | 144,625 | 289,250 | 491,725 | — | — | — | — | — | | | RSUs(3) | 3/28/2024 | — | — | — | — | — | — | 55,122 | 3,291,335 |

  31. 2024 Grants of Plan-Based Awards Table

    (1)The amounts reported in this column reflect the threshold, target, and maximum non-equity plan compensation amounts for performance for the fiscal year ended December 31, 2024, as described above in the Compensation Discussion and Analysis under the heading “Elements of our Executive Compensation Programs—2024 Short-Term Incentive Compensation Plan.” These amounts are not the same as the amounts received by our NEOs. Target bonuses were set as a percentage of each named executive officer’s base salary earned for the fiscal year ended December 31, 2024, and were 100% for Mr. Barretto, 90.5% for Mr. Howard (a blended rate reflecting a target of 100% of base salary with respect to his service as CEO from January 1, 2024 to September 30, 2024 and a target of 50% of base salary with respect to his service as Executive Chair from October 1, 2024 to December 31, 2024), and 65% for Mr. Del Preto. (2)The amounts reported in this column do not represent amounts paid to or realized by our NEOs. This column reflects the accounting cost for these awards. These amounts are the full grant date fair value of RSU awards computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU awards in this column are set forth in Note 10 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. (3)The RSU awards vest over four years with 25% of the RSUs having vested on March 1, 2025 and the remaining 75% vesting in 12 equal quarterly installments beginning on June 1, 2025. (4)The RSU award vests over four years with 25% of the RSUs vesting on October 1, 2025 and the remaining 75% vesting in 12 equal quarterly installments beginning on January 1, 2026. This RSU award was granted in recognition of Mr. Barretto’s appointment to CEO. 2024 Short-Term Incentive Plan A summary description of the Company’s 2024 Short-Term Incentive Plan is included in the Compensation Discussion and Analysis above under the heading “Elements of our Executive Compensation Programs—2024 Short-Term Incentive Compensation Plan.” Vesting terms for RSU awards are described in the Compensation Discussion and Analysis above under the heading “Elements of our Executive Compensation Programs—2024 Long-Term Equity Incentives” and “—Barretto CEO Promotion.” For a description of the effect of a termination of employment on the vesting of RSUs, please see “Potential Payments Upon Termination or Change in Control” below.

  32. Outstanding Equity Awards of December 31, 2024

    Outstanding Equity Awards of December 31, 2024 The following table sets forth information regarding all unvested RSUs held by each of our named executive officers as of December 31, 2024. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “Potential Payments Upon Termination or Change in Control” below.

  33. Outstanding Equity Awards of December 31, 2024

    | Stock Awards | | | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(1) | | Ryan Barretto | 12/29/2020(2) | 22,500 | 690,975 | — | — | | | 2/17/2021(3) | 3,750 | 115,163 | — | — | | | 10/04/2021(4) | 67,500 | 2,072,925 | — | — | | | 2/18/2022(5) | 18,750 | 575,813 | — | — | | | 3/29/2023(6) | 33,826 | 1,038,796 | — | — | | | 3/28/2024(7) | 69,538 | 2,135,512 | — | — | | | 10/1/2024(8) | 88,999 | 2,733,159 | | | | Justyn Howard | 2/17/2021(3) | 3,692 | 113,381 | — | — | | | 2/18/2022(5) | 30,770 | 944,947 | — | — | | | 3/29/2023(6) | 63,994 | 1,965,256 | — | — | | | 3/28/2024(7) | 118,724 | 3,646,014 | — | — | | Joe Del Preto | 2/17/2021(3) | 923 | 28,345 | — | — | | | 2/18/2022(5) | 10,956 | 336,459 | — | — | | | 3/29/2023(6) | 22,856 | 701,908 | — | — | | | 3/28/2024(7) | 55,122 | 1,692,797 | — | — |

  34. Outstanding Equity Awards of December 31, 2024

    (1)The amounts reported are based upon the closing sale price of our Class A common stock on December 31, 2024 of $30.71 per share. (2)The RSUs vest over four years with 25% of the RSUs having vested on September 1, 2022 and the remaining 75% vesting in 12 equal quarterly installments beginning on December 1, 2022. (3)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2022 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2022. (4)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2024 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2024. (5)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2023 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2023. (6)The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2024 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2024. (7) The RSUs vest over four years with 25% of the RSUs having vested on March 1, 2025 and the remaining 75% vesting in 12 quarterly installments beginning on June 1, 2025. (8)The RSUs vest over four years with 25% of the RSUs vesting on October 1, 2025 and the remaining 75% vesting in 12 quarterly installments beginning on January 1, 2026.

  35. Stock Vested in 2024

    Stock Vested in 2024 The following table presents, for each of our named executive officers, the number of shares of our Class A common stock acquired upon the vesting of RSUs during 2024, and the aggregate value realized upon the vesting of such RSU awards. None of our executive officers held stock options in 2024.

  36. Stock Vested in 2024

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ryan Barretto | 180,058 | 8,000,736 | | Justyn Howard | 97,418 | 4,554,320 | | Joe Del Preto | 32,298 | 1,506,795 |

  37. Stock Vested in 2024

    (1)The aggregate value realized on vesting is determined by multiplying the number of RSUs that vested on each RSU vesting date in 2024 by the closing price of our Class A common stock on each of those vesting dates.

  38. CEO Pay Ratio

    CEO Pay Ratio In the following table, we have disclosed, for 2024, our last completed fiscal year, the median of the annual total compensation of all our employees (except our CEO), the annual total compensation of Mr. Barretto, our CEO, and the ratio between the two. During 2024, Mr. Barretto served as our CEO during the period from October 1, 2024 through December 31, 2024. As permitted by SEC rules, we have elected to use Mr. Barretto’s 2024 compensation for pay ratio purposes as he was serving as CEO on our median employee determination date of December 31, 2024.

  39. CEO Pay Ratio

    | 2024 CEO Annual Total Compensation | $7,545,381 | | 2024 Median Employee Annual Total Compensation | $168,294 | | Ratio of CEO to Median Employee Annual Total Compensation | 45:1 |

  40. CEO Pay Ratio

    Consistent with applicable SEC rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation for employees other than our CEO. As of December 31, 2024, our global workforce consisted of approximately 1,322 individuals working at our parent company and consolidated subsidiaries, which included all employees (whether full-time, part-time, seasonal, or temporary). This figure does not include any independent contractors or leased employees. To identify the median employee, we gathered compensation data for our entire employee population as of December 31, 2024, excluding Mr. Barretto, for a trailing 12-month period. We used a consistently applied compensation measure consisting of annual base salary as of December 31, 2024, potential annual cash incentive compensation at target (bonuses and/or commission) for 2024, and the grant date fair value of equity awards granted during the fiscal year ended December 31, 2024. Amounts calculated or payments made in currency other than U.S. dollars were converted to U.S. dollars using the exchange rate on December 31, 2024. We did not make any cost-of-living adjustments. Based on this methodology, we determined that the median employee is a full-time, salaried employee based in the United States. With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of the applicable SEC rules, resulting in annual total compensation of $168,294. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “2024 Summary Compensation Table” included in this proxy statement. This information is being provided for compliance purposes and is a reasonable estimate calculated in good faith and in a manner consistent with SEC rules, based on our payroll records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO pay ratio measure in making compensation decisions.

  41. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers and certain performance measures of the Company. For further information concerning the Company’s variable “pay-for-performance” philosophy and how the Compensation Committee aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.”

  42. Pay Versus Performance

    | 2024 Pay Versus Performance Table | | | | | | | | | | | | Year | Summary Compensation Table Total for PEO1 | | Compensation Actually Paid to PEO2 | | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands)7 | Revenue (thousands)8 | | | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | | | | Ryan Barretto, PEO | Justyn Howard, Former PEO | Ryan Barretto, PEO | Justyn Howard, Former PEO | | | | | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $7,545,381 | $7,876,635 | $(1,824,259) | $(22,956) | $3,971,306 | $827,767 | $191 | $301 | $(61,971) | $405,908 | | 2023 | — | $7,602,267 | — | $8,306,728 | $2,978,630 | $3,522,098 | $383 | $221 | $(66,427) | $333,643 | | 2022 | — | $6,081,400 | — | $1,948,074 | $2,190,269 | $(2,246,263) | $352 | $133 | $(50,240) | $253,828 | | 2021 | — | $5,614,415 | — | $11,944,309 | $5,684,980 | $10,988,143 | $565 | $207 | $(28,702) | $187,859 | | 2020 | — | $3,480,772 | — | $12,171,832 | $7,905,306 | $10,524,451 | $283 | $150 | $(31,655) | $132,949 |

  43. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Messrs. Barretto and Howard (each of whom served as our principal executive officer, or “PEO,” during 2024) for each applicable year in the “Total” column of the 2024 Summary Compensation Table. Refer to the section “Executive Compensation – Executive Compensation Tables – 2024 Summary Compensation Table.” Mr. Barretto was not our PEO from 2020 to 2023 and as such, no amounts are shown for him in this column for those years. Instead, Mr. Barretto’s compensation for the years 2020 through 2023 is included as part of the average Non-PEO NEO Compensation reported in columns (d) and (e). (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Barretto and Howard, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to, in the case of 2024, Messrs. Barretto and Howard, and in the case of 2020 through 2023, Mr. Howard. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Barretto and Howard’s respective total compensation for 2024 to determine the compensation actually paid:

  44. Pay Versus Performance

    | PEO | Year | Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | Ryan Barretto, PEO | 2024 | $7,545,381 | $6,679,686 | $(2,689,954) | $(1,824,259) | | Justyn Howard, Former PEO | 2024 | $7,876,635 | $7,089,010 | $(810,581) | $(22,956) |

  45. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of 2023) in fair value of any awards granted in any prior year that are outstanding and unvested as of the end of 2024; (iii) for awards that were granted and vested in 2024, the fair value as of the vesting date; (iv) for awards granted in any prior year that vested in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value; (v) for awards granted in any prior year that failed to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  46. Pay Versus Performance

    | PEO | Year | Year End Fair Value of Equity Awards | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in any Prior Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in any Prior Year that Vested in the Year(i) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Ryan Barretto, PEO | 2024 | $4,868,671 | $(4,496,598) | $— | $(3,062,027) | $— | $— | $(2,689,954) | | Justyn Howard, Former PEO | 2024 | $3,646,014 | $(3,025,553) | $— | $(1,431,042) | $— | $— | $(810,581) |

  47. Pay Versus Performance

    (3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for the Company’s NEOs as a group (excluding, with respect to 2020-2023, Mr. Howard, and, with respect to 2024, Messrs. Barretto and Howard) (the “Non-PEO NEOs”)) in each applicable year in the “Total” column of the Summary Compensation Table. Note that for 2024 only, the value reported in column (d) is not an average because we only had one Non-PEO NEO for that year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts of total compensation in each applicable year are as follows: (i) for 2024, Joe Del Preto; (ii) for 2023, Ryan Barretto, Joe Del Preto and Aaron Rankin; (iii) for 2022 and 2021, Ryan Barretto, Joe Del Preto, Jamie Gilpin and Aaron Rankin and (iii) for 2020, Ryan Barretto and Joe Del Preto. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. Note that for 2024 only, the value reported in column (e) is not an average because we only had one Non-PEO NEO for that year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for our only Non-PEO NEO for 2024 to determine the compensation actually paid, using the same methodology described above in Notes 2(a) and (b):

  48. Pay Versus Performance

    | Year | Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awards | Award Adjustments(a) | Compensation Actually Paid to Non-PEO NEOs | | 2024 | $3,971,306 | $3,291,335 | $147,796 | $827,767 |

  49. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total 2024 equity award adjustments for our only Non-PEO NEO are as follows:

  50. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in any Prior Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in any Prior Year that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Applicable Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $1,692,797 | $(1,067,407) | $— | $(477,594) | $— | $— | $147,796 |

  51. Pay Versus Performance

    (5) Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of a share of the Company’s Class A common stock at the end and the beginning of the measurement period by the price of a share of the Company’s Class A common stock at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Computer Index, which is the industry peer group used for the performance graph included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as required under Regulation S-K Item 201(e)(1)(ii). In the proxy statement for the 2024 annual meeting of stockholders, we referenced the S&P Software and Services Select Index. The peer group TSR for the prior index was as follows: $152 for 2020; $164 for 2021; $108 for 2022; $149 for 2023; and $187 for 2024. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) “Revenue” is defined as the Company’s total revenue for the applicable fiscal year, determined in accordance with generally accepted accounting principles and the Company’s audited financial statements. We generate revenue from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date our product is made available to customers, which typically begins on the commencement date of each contract. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Performance Measures As described in more detail in our “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable “pay-for-performance” and stockholder alignment philosophy. The metrics that the Company uses for our short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important performance measures used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: •Revenue •Non-GAAP operating income We classify revenue and non-GAAP operating income as financial performance measures. Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive short-term incentive compensation program reflects a variable “pay-for-performance” philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those performance measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Note that for 2024 only, the “average” values reported for the Non-PEO NEOs do not reflect actual averages as we only had one Non-PEO NEO for that year. Compensation Actually Paid and Cumulative TSR The graph below shows the relationship between of compensation actually paid to our PEOs and the average compensation actually paid to the Non-PEO NEOs, on the one hand, and the Company’s cumulative TSR over the five years presented in the table, on the other hand. Compensation Actually Paid and Net Income The graph below shows the relationship between compensation actually paid to our PEOs and the average compensation actually paid to the Non-PEO NEOs, on the one hand, and the Company’s net income over the five years presented in the table, on the other hand. Compensation Actually Paid and Revenue The graph below shows the relationship between compensation actually paid to our PEOs and the average compensation actually paid to the Non-PEO NEOs, on the one hand, and the Company’s revenue over the five years presented in the table, on the other hand. Cumulative TSR of the Company and Cumulative TSR of the Peer Groups The graph below shows the relationship between the Company’s five-year cumulative TSR and the five-year cumulative TSR of the companies in each of the Nasdaq Computer Index and the S&P Software and Services Select Index. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  52. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL The following table provides information regarding the estimated payments and benefits that would be provided in the event of a “Qualifying Termination,” which includes: (i) a termination by us of an NEO’s employment without “cause,” (ii) a resignation by the NEO from their employment for “good reason” (each, as defined in their respective employment agreements), or (iii) our election not to renew the term of the NEO’s employment agreement. The following table also provides information regarding the estimated payments and benefits that would be provided upon a Qualifying Termination that occurred following a “change in control” (as defined in the 2019 Equity Incentive Plan). These estimated payments and benefits are contingent upon the consummation of the change in control of the Company. The circumstances and details regarding Qualifying Terminations are described in greater detail following the table below. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our Class A common stock is the closing price on Nasdaq as of December 31, 2024 ($30.71). There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event were to occur on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. The NEOs are not entitled to any benefits upon a termination for cause, a termination by death or disability, or a resignation without good reason, all of which are defined in each NEO’s employment agreement.

  53. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL

    | Named Executive Officer | Involuntary Termination Without Cause or Resignation for Good Reason Not in Change in Control Period ($) | Involuntary Termination Without Cause or Resignation for Good Reason Within Change in Control Period(1) ($) | | Ryan Barretto | | | | Severance Payment(1) | 480,000(2) | 1,200,000(3) | | Value of Benefits(4) | 32,029 | 48,044 | | Equity Acceleration(5) | — | 9,362,343(6) | | Total | 512,029 | 10,610,387 | | Justyn Howard | | | | Severance Payment(1) | 350,000(7) | 943,750(8) | | Value of Benefits(4) | 32,029 | 48,044 | | Equity Acceleration(5) | — | 6,669,598(9) | | Total | 382,029 | 7,661,392 | | Joe Del Preto | | | | Severance Payment(1) | 222,500(10) | 734,250(11) | | Value of Benefits(4) | 16,015 | 27,697 | | Equity Acceleration(5) | — | 2,759,509(12) | | Total | 238,515 | 3,521,455 |

  54. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE OF CONTROL

    (1)The payment of severance is contingent upon the NEO’s timely execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form. (2)Represents 12 months of Mr. Barretto's annual salary in effect on December 31, 2024. In the event of a Qualifying Termination, as defined in the Severance Plan this amount shall be paid in substantially equal installments over the 12 months following the Qualifying Termination. (3)Represents: (i) 18 months of Mr. Barretto's annual salary in effect on December 31, 2024, and (ii) Mr. Barretto’s fiscal year 2024 Short-Term Incentive Plan bonus at target, both of which are paid equally over an 18-month period following the Qualifying Termination, as defined in the Severance Plan. (4)The amounts in this row reflect the estimated value of future COBRA payments. (5)The amounts in this row reflect the value of accelerated vesting of RSUs. The value of accelerated vesting of RSUs was calculated by multiplying the number of shares subject to accelerated vesting under RSU awards by $30.71, which was the closing market price per share of our Class A common stock on December 31, 2024. (6)Represents the accelerated vesting of 100% of Mr. Barretto’s unvested RSUs as of December 31, 2024. (7)Represents 12 months of Mr. Howard’s annual salary in effect on December 31, 2024. In the event of a Qualifying Termination, as defined in the Amended Howard Employment Agreement, this amount shall be paid in substantially equal installments over the 12 months following the Qualifying Termination. (8)Represents: (i) 18 months of Mr. Howard’s annual salary in effect on December 31, 2024, and (ii) Mr. Howard’s fiscal year 2024 Short-Term Incentive Plan bonus at target, both of which are paid equally over an 18-month period following the Qualifying Termination, as defined in the Amended Howard Employment Agreement. (9)Represents accelerated vesting of 100% of Mr. Howard’s unvested RSUs as of December 31, 2024. (10)Represents six months of Mr. Del Preto's annual salary in effect on December 31, 2024. In the event of a Qualifying Termination, as defined in the Severance Plan, this amount shall be paid in substantially equal installments over the six months following the Qualifying Termination. (11)Represents: (i) 12 months of Mr. Del Preto's annual salary in effect on December 31, 2024, and (ii) Mr. Del Preto’s fiscal year 2024 Short-Term Incentive Plan bonus at target, both of which are paid equally over a 12-month period following the Qualifying Termination, as defined in the Severance Plan. (12)Represents the accelerated vesting of 100% of Mr. Del Preto's unvested RSUs as of December 31, 2024. Termination without Cause or for Good Reason Without a Change in Control Upon a Qualifying Termination outside of the Change in Control Protection Period (as defined below), the NEOs would be entitled to receive severance payments and benefits consisting of (i) cash severance, equal to 12 months of base salary for Messrs. Barretto and Howard and six months of base salary for Mr. Del Preto; and (ii) continued health benefits at the Company’s expense for up to 12 months, for Messrs. Barretto and Howard, or for up to six months, for Mr. Del Preto. The receipt of such severance payments and benefits is subject to the NEO’s execution and non-revocation of a release of claims in our favor and continued compliance with post-termination non-competition and non-solicitation of customers and employees covenants, lasting one year post-termination for all NEOs. See the Compensation Discussion and Analysis above under the heading “Severance and Change in Control Benefits – Severance Plan” for additional details regarding these payments and benefits. Termination without Cause or for Good Reason Following a Change in Control Upon our termination of an NEO’s employment without cause or for a good reason, in each case, during the Change in Control Protection Period, the NEO would instead be entitled to receive severance payments and benefits consisting of (i) cash severance, equal to 18 months of base salary for Messrs. Barretto and Howard and 12 months of base salary for Mr. Del Preto; (ii) continued health benefits at the Company’s expense for up to 18 months, for Messrs. Barretto and Howard, or for up to 12 months, for Mr. Del Preto; (iii) the target annual performance bonus for the year in which the termination occurs; and (iv) full accelerated vesting of all outstanding equity awards held by the NEO as of immediately prior to the termination, provided that any such equity awards subject to performance-based vesting will vest assuming a target level of achievement for each applicable performance objective. For all NEO’s, the “Change in Control Protection Period” is the time period beginning three (3) months prior to the consummation of the change in control and ending on the first anniversary thereof. The receipt of such severance payments and benefits is subject to the NEO’s execution and non-revocation of a release of claims in our favor and continued compliance with post-termination non-competition and non-solicitation of customers and employees covenants, lasting one year post-termination for all NEOs. See the Compensation Discussion and Analysis above under the heading “Severance and Change in Control Benefits – Severance Plan” for additional details regarding these payments and benefits.