DEF 14A of Guidewire Software, Inc., Oct 30, 2025

DEF 14A of Guidewire Software, Inc.

Filed Oct 30, 2025 · FY20250001528396-25-000233

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board believes that directors who provide a significant breadth of experience, knowledge, and abilities in areas relevant to our business, while also representing a wide range of perspectives, contribute to a well-balanced and effective board. With the exception of our CEO, all of our director nominees for election at our 2025 annual meeting are independent under our corporate governance guidelines and NYSE rules. The following matrix highlights certain qualifications and skills, as self-reported by our director nominees, that our Board considers particularly relevant to our business and strategy. It is not intended to capture all of the qualifications or attributes of our directors.

  2. Director Nominees

    | Average Director Age | Average Director Tenure | Gender Diversity | Directors from Underrepresented Communities(10) | | 62 years | 4 years | 38% (three of eight director nominees self-identified as women) | 13% (one of eight director nominees self-identified as a member of an underrepresented community) |

  3. Director Nominees

    | Board Skill | Michael C. Keller | Mike Rosenbaum | Mark V. Anquillare | David S. Bauer | Margaret Dillon | Catherine P. Lego | Rajani Ramanathan | Jeffrey Sloan | | Technical and/or business experience in the software industry(1) | X | X | X | X | | | X | X | | Insurance industry(2) | X | | X | | X | | | | | Investment(3) | X | X | X | X | X | X | X | X | | Senior leadership(4) | X | X | X | X | X | | X | X | | Operating $1+ billion revenue organization(5) | | X | X | | | | | X | | Public company board experience(6) | | X | X | | X | X | X | X | | Cybersecurity and infrastructure(7) | X | X | X | X | | | X | X | | Governance, risk, and compliance(8) | X | X | X | X | X | X | X | X | | Financial(9) | | X | X | | X | X | | X | | Years on Board | 6 | 6 | 1 | 3 | 6 | 6 | 4 | 0 | | Age | 65 | 54 | 59 | 65 | 66 | 69 | 58 | 58 |

  4. Director Nominees

    (1)Technical and/or business expertise in the software industry, particularly with vertical industry providers. (2)Insight and experience in the P&C Insurance Industry globally. (3)Experience creating long-term value through investment, acquisitions, and growth strategies. (4)C-Level operating experience at a global company. (5)Experience leading growing, multi-product technology organization at scale. (6)Experience as a director of another public company. (7)Insight in cybersecurity risk, technology infrastructure, business prioritization, and customer drivers. (8)Experience in public company corporate governance, privacy, compliance, policy, activism, and creating long-term sustainable value. (9)Experience in financial strategy, accounting, and reporting. (10)The term “underrepresented community,” as used herein, means someone who self-identifies as Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or as a member of the LGBTQIA+ community.

  5. Director Nominees

    | Guidewire Software, Inc. | 10 | 2025 Proxy Statement |

  6. Director Nominees

    | Table of Contents | Proposal One |

  7. Director Nominees’ Biographies

    Director Nominees’ Biographies

  8. Director Nominees’ Biographies

    | Michael C. Keller Age: 65 Director Since: 2019 | Michael C. Keller has served on our Board since September 2019 and has been the Chairman of our Board since March 2024. Mr. Keller has served as the chairman of the Guidewire Strategic Advisory Council since April 2019, and as our Lead Customer Advocate since March 2020. Mr. Keller also serves as a director of Encova Mutual Insurance Group since August 2020. He served as a Strategic Advisor to Earnix, a privately held company providing mission-critical composable and cloud-based intelligent solutions across pricing, rating, underwriting, product personalization and telematics, from January 2023 to April 2024. From June 2001 to June 2018, Mr. Keller served as the Executive Vice President and Chief Information Officer at Nationwide Insurance and Financial Services, a mutual insurance and financial services company. From January 1998 to May 2001, Mr. Keller served as Chief Technology Officer at JPMorgan Chase & Co. (formerly Bank One), a commercial banking and financial services company. Mr. Keller holds the CERT Certificate in Cybersecurity Oversight by CMU Software Engineering Institute and the National Association of Corporate Directors. Mr. Keller is also Directorship Certified® by the National Association of Corporate Directors. Mr. Keller graduated with a B.S. in Mathematics from the University of Michigan. | | | Our Board believes that Mr. Keller is qualified to serve as a director based on his extensive and broad background in business management, including his experience as chief information officer and chief technology officer of Fortune 500 companies, and his property and casualty insurance industry experience. |

  9. Director Nominees’ Biographies

    | Mike Rosenbaum Age: 54 Director Since: 2019 | Mike Rosenbaum is our Chief Executive Officer (“CEO”) and has served on our Board since he became our CEO in August 2019. Prior to joining Guidewire, Mr. Rosenbaum was EVP Product at Salesforce, Inc. (“Salesforce”), with responsibility for vision, strategy, product management, customer success and adoption from January 2016 to July 2019. Since joining Salesforce in 2005, Mr. Rosenbaum held several leadership positions and drove many of Salesforce’s product achievements. Prior to joining Salesforce, Mr. Rosenbaum held various technology and marketing roles at Siebel Systems from 2002 to 2005 and served in the U.S. Navy as a submarine officer from 1994 to 1999. Mr. Rosenbaum has served on the board of directors of Docusign, Inc. since September 2025. Mr. Rosenbaum holds a B.S. in Systems Engineering from the United States Naval Academy and an M.B.A. from the Haas School of Business at the University of California, Berkeley. | | | Our Board believes that Mr. Rosenbaum is qualified to serve as a director because of his experience in growing a leading enterprise software company and his leadership abilities, including his experience in leading product development and go-to-market strategy at Salesforce. |

  10. Director Nominees’ Biographies

    | Guidewire Software, Inc. | 11 | 2025 Proxy Statement |

  11. Director Nominees’ Biographies

    | Table of Contents | Proposal One |

  12. Director Nominees’ Biographies

    | Mark V. Anquillare Age: 59 Director Since: 2024 | Mark V. Anquillare has served on our Board since September 2024. Mr. Anquillare was President and Chief Operating Officer of Verisk Analytics, Inc., an insurance industry data analytics and technology provider, through 2023. Prior to that, Mr. Anquillare served as Verisk’s Chief Financial Officer from 2007 to 2016, leading the company through its 2009 initial public offering. Since 2023, Mr. Anquillare has been a member of the board of directors of TruBridge, Inc., a healthcare solutions company. He currently serves as the chair of its audit committee and as a member of its compensation and innovation & technology committees. Mr. Anquillare holds a B.B.A. from the University of Notre Dame and an M.B.A. from Rutgers Business School. | | | Our Board believes that Mr. Anquillare is qualified to serve as a director based on his extensive and broad background in business management, including his experience in the insurance industry, expertise in data and analytics, and his past service as president, chief operating officer and chief financial officer of Verisk Analytics. |

  13. Director Nominees’ Biographies

    | David S. Bauer Age: 65 Director Since: 2022 | David S. Bauer has served on our Board since October 2022. Mr. Bauer currently serves as Managing Partner and Co-Founder at Holding Ground Decision Intelligence LLC, which provides strategic technology assessment and diligence services for investment companies, boards, and executives, a position he has held since January 2020. From November 2014 to January 2020, Mr. Bauer served as Managing Partner at Sand Hill East LLP, and provided early-stage companies with go-to-market, product, security, technology, and operations advisory services. He also previously served as Chief Technology Officer at Asurion, and as Chief Information Security Officer at Morgan Stanley and Merrill Lynch. Mr. Bauer holds a B.A. and M.S. in Computer Science from Rutgers University. | | | Our Board believes that Mr. Bauer is qualified to serve as a director based on his extensive and broad background in business management, including his experience in software development, expertise in information security and information technology leadership, and his past service as chief information security officer at Morgan Stanley and Merrill Lynch. |

  14. Director Nominees’ Biographies

    | Guidewire Software, Inc. | 12 | 2025 Proxy Statement |

  15. Director Nominees’ Biographies

    | Table of Contents | Proposal One |

  16. Director Nominees’ Biographies

    | Margaret Dillon Age: 66 Director Since: 2019 | Margaret Dillon has served on our Board since September 2019. From December 1993 to September 2017, Ms. Dillon served in various roles at Liberty Mutual Insurance Company, a property and casualty insurer, including as Senior Vice President and Chief Financial Officer, Personal Insurance, and as Executive Vice President and Chief Customer Officer, U.S. Consumer Markets. Ms. Dillon also serves on the boards of Hi Marley, a privately held SaaS company providing an intelligent communication platform for the insurance industry since February 2022, and White Mountains Insurance Group, a publicly held diversified insurance and related financial services holding company since May 2021. Ms. Dillon holds both a B.S. in Computer Science and an M.S. in Finance from Boston College. | | | Our Board believes that Ms. Dillon is qualified to serve as a director based on her extensive and broad background in business management, including her experience as chief financial officer and chief customer officer of a Fortune 500 company, and her property and casualty insurance industry experience. |

  17. Director Nominees’ Biographies

    | Catherine P. Lego Age: 69 Director Since: 2019 | Catherine P. Lego has served on our Board since September 2019. Ms. Lego also serves on the board of directors of Cirrus Logic, Inc., a publicly traded leader in low-power, high-precision mixed-signal processing solutions for mobile and consumer applications, where she is chair of the nominating and corporate governance committee since 2020 and joined its audit committee in July 2023. From 2009 to 2022, Ms. Lego was a member of the board of directors of Lam Research Corporation, a publicly traded wafer fabrication equipment company, where she was, at various times, the chair of the audit committee (2009-2014), a member of the audit committee (2020-2022), the chair of the compensation committee (2015-2020), and a member of its nominating and governance committee (2014-2022). From July 2016 to May 2021, she served on the board of directors of IPG Photonics Corporation, a publicly traded producer of high-power fiber lasers, where she served as the chair of its compensation committee and as a member of its audit committee. From 2013 to 2016, she served on the board of directors of Fairchild Semiconductor International Inc., a fabricator of power management devices, where she was a member of the compensation committee and nominating and governance committee. From 1989 to 2016, except from 2002-2004, she was a member of the board of directors of SanDisk Corporation, a publicly traded global developer of flash memory storage solutions, where she was the chair of the audit committee. Ms. Lego also served on the board of directors of Cypress Semiconductor Corporation from 2018 through its merger with Infineon Technologies in April 2020, where she was the chair of the audit committee and a member of the nominating and corporate governance committee. From June 1992 to December 2018, Ms. Lego was an angel investor and financial consultant to early stage technology companies via Lego Ventures, LLC, where she served as its principal and owner until December 2018. She previously practiced as a certified public accountant with Coopers & Lybrand (now PricewaterhouseCoopers). Ms. Lego holds a B.A. in Economics and Biology from Williams College and an M.S. in Accounting from the New York University Stern School of Business. | | | Our Board believes that Ms. Lego is qualified to serve as a director based on her extensive and broad background in finance and business management and her service on the boards of several public companies in the technology sector. |

  18. Director Nominees’ Biographies

    | Guidewire Software, Inc. | 13 | 2025 Proxy Statement |

  19. Director Nominees’ Biographies

    | Table of Contents | Proposal One |

  20. Director Nominees’ Biographies

    | Rajani Ramanathan Age: 58 Director Since: 2021 | Rajani Ramanathan has served on our Board since June 2021. Ms. Ramanathan currently serves as a director or as an advisor to investors in several public and private companies in the AI, VR, and Blockchain technology space. Since October 2021, she has served on the board of Hayden AI, a privately held company that provides smart city solutions and developed the world’s first autonomous traffic management platform. Since May 2023, she has served on the board of Sportradar, a public company that is leading sports technology at the intersection of sports, media and betting, where she serves on their audit committee. From July 2022 to July 2025, Ms. Ramanathan served on the board of Faro Technologies, a publicly traded company serving 3D Metrology, AEC (Architecture, Engineering & Construction), O&M (Facilities Operations & Maintenance), and Public Safety Analytics markets. She served on its audit committee, talent and compensation committee and nomination and governance committee at various points in her tenure. From June 2014 to January 2024, Ms. Ramanathan served on the board of ESI group, a French company providing virtual prototyping software solutions and services. She chaired its technology and marketing committee, compensation committee, and nomination and governance committee at various points in her tenure and also served on its audit committee. From June 2000 to March 2014, Ms. Ramanathan served in a variety of roles at Salesforce, a public cloud software company, and her last position with Salesforce was as its Chief Operating Officer and Executive Vice President, Technology and Products. Ms. Ramanathan holds a B.A. in Psychology from University of Madras and a postgraduate diploma in Marketing and Sales Management from Rajendra Prasad Institute of Communication and Management. | | | Our Board believes that Ms. Ramanathan is qualified to serve as a director based on her extensive and broad background in enterprise software operations and business management and her service on the boards of several public companies in the technology sector. |

  21. Director Nominees’ Biographies

    | Guidewire Software, Inc. | 14 | 2025 Proxy Statement |

  22. Director Nominees’ Biographies

    | Table of Contents | Proposal One |

  23. Director Nominees’ Biographies

    | Jeffrey Sloan Age: 58 Director Since: 2025 | Jeffrey Sloan has served on our Board since January 2025. Mr. Sloan was the Chief Executive Officer of Global Payments Inc., a worldwide provider of software solutions and payments technology, from October 2013 to June 2023. Prior to that, he was Global Payment’s president from June 2010 to September 2013. Between September 1998 and May 2010, he held various executive positions at Goldman Sachs, including as worldwide head of the financial technology group and partner. Mr. Sloan has also served on the boards of directors of Corpay, Inc., a global corporate payments company providing expense management and payment solutions, since July 2013; NCR Voyix Corporation, a global provider of digital commerce solutions for the retail and restaurant industries, since March 2025; and Verifone, Inc., a global payments technology company providing point-of-sale payment solutions, since June 2025. He currently serves as the chair of NCR Voyix’s compensation committee and as a member of its audit committee. Mr. Sloan holds a B.S. in Finance from the Wharton School of the University of Pennsylvania and a J.D. from New York University School of Law. | | | Our Board believes that Mr. Sloan is qualified to serve as a director based on his extensive executive leadership experience and expertise serving the financial services and technology industries, including his past service as chief executive officer and president of Global Payments, and his leadership in corporate finance and investment banking as a partner at Goldman Sachs. |

  24. Director Nominees’ Biographies

    | Guidewire Software, Inc. | 15 | 2025 Proxy Statement |

  25. Director Nominees’ Biographies

    | | | Proposal Two | | | | Ratification of Appointment of Independent Registered Public Accounting Firm Recommendation On the recommendation of the audit committee of our Board (the “Audit Committee”), our Board has appointed KPMG LLP (“KPMG”), an independent registered public accounting firm, to audit our financial statements for the fiscal year ending July 31, 2026. We are submitting this selection to our stockholders for ratification. Although we are not required to seek stockholder approval for this appointment, we believe it is sound corporate practice to do so. KPMG has served as our auditor since 2006. Representatives from KPMG will attend the annual meeting to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire. If the stockholders do not ratify the appointment of KPMG, the Audit Committee will reconsider the appointment. In the vote on the ratification of the selection of KPMG as our independent registered public accounting firm, stockholders may: •Vote in favor of ratification; •Vote against ratification; or •Abstain from voting on ratification. | | | The Board recommends a vote "FOR" the ratification of KPMG as our independent registered public accounting firm for the fiscal year ending July 31, 2026. | |

  26. Information About the Board and Corporate Governance

    Information About the Board and Corporate Governance Our Board, which is elected by our stockholders, is responsible for directing and overseeing our business and affairs. In carrying out its responsibilities, the Board selects and monitors our top management, provides oversight of our financial reporting processes, and determines and implements our corporate governance policies. Our Board and management are committed to good corporate governance to ensure that we are managed for the long-term benefit of our stockholders, and we have a variety of policies and procedures to promote such goals. To that end, during the past year, our management reviewed our corporate governance policies and practices to ensure that they remain consistent with the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), SEC rules, and the listing standards of the New York Stock Exchange (“NYSE”). Besides verifying the independence of the members of our Board and committees (which is discussed in the section titled “Independence of the Board” below), at the direction of our Board, we also: •Periodically review and make necessary changes to the charters for our audit, compensation, nominating and corporate governance, risk, and business opportunities committees; •Have established disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act and the rules and regulations of the SEC; •Have a procedure for receipt and treatment of anonymous and confidential complaints or concerns regarding audit or accounting matters; and •Have a code of business conduct and ethics that applies to our officers, directors, and employees. In addition, we have adopted a set of corporate governance guidelines. The Nominating and Corporate Governance Committee (the “NCG Committee”) is responsible for reviewing our corporate governance guidelines from time to time and reporting and making recommendations to the Board concerning corporate governance matters. Our corporate governance guidelines address such matters as: •Director Independence – Independent directors must constitute at least a majority of our Board; •Monitoring Board Effectiveness – Our Board must conduct an annual self-evaluation of the Board and its committees; •Chairman of the Board – The roles and responsibilities of the Chairman of the Board are generally described in our corporate governance guidelines, as described under the section titled, “Chairman of the Board” below; •Executive Sessions of Directors – The Chairman of the Board regularly leads meetings among independent directors without management present; •Board Access to Independent Advisors – Our Board as a whole, and each of its committees separately, have authority to retain independent consultants, counselors, or advisors as each deems necessary or appropriate; •Board Committees – All members of the audit, compensation, nominating and corporate governance, risk, and business opportunities committees are independent in compliance with applicable NYSE criteria; and •External Programs – We regularly discuss with our Board members director education programs, covering topics including, but not limited to, ethics and privacy. We encourage attendance and cover the costs for directors to attend these external programs. Copies of our corporate governance guidelines, code of business conduct and ethics, and committee charters can be found on our website at www.guidewire.com under “About/Investor Relations/Corporate Governance.”

  27. Consideration of Director Nominees

    Consideration of Director Nominees Stockholder Nominees. Our amended and restated bylaws permit stockholders to nominate directors for consideration at our annual stockholder meeting. For a description of this process, see the section titled “Questions and Answers About the Annual Meeting, the Proxy Materials and Voting Your Shares—How can stockholders submit a proposal for inclusion in our proxy statement for the 2026 annual meeting?” above. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the NCG Committee. The NCG Committee’s policy is to consider properly submitted stockholder nominations. In evaluating all director nominations, the NCG Committee seeks to balance an individual’s knowledge, experience and capabilities and compliance with the membership criteria set forth below under the section titled “Director Qualifications.” Director Qualifications. Our corporate governance guidelines apply membership criteria to nominees recommended by the NCG Committee for a position on our Board. These include judgment, perspective, skills, background, and experience in light of our Board’s present composition and the current challenges and needs of our Board and its committees. The NCG Committee also takes into account the independence, financial literacy, and financial expertise standards required under our corporate governance guidelines and committees’ charters and applicable laws and regulations, and the ability of the candidate, in light of the candidate’s present activities and our corporate governance guidelines, to devote the necessary time and attention to serving as a director and a committee member. Each director must represent the interests of all stockholders. Identifying and Evaluating Nominees for Directors. The NCG Committee utilizes a variety of methods to identify and evaluate director nominees. The NCG Committee plans to assess the appropriate size of our Board from time to time and whether any vacancies are expected. In the event that vacancies are anticipated or otherwise arise, the NCG Committee decides whether to fill such vacancies and, if so, considers various potential candidates. Candidates may come to the attention of the NCG Committee through current Board members, professional search firms engaged by the NCG Committee, stockholders, or others. These candidates may be evaluated at meetings of the NCG Committee and may be considered at any point during the year.

  28. Information Regarding Compensation of Directors and Executive Officers

    Information Regarding Compensation of Directors and Executive Officers

  29. Director Compensation

    Director Compensation We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our Board and that this approach is comparable to the policies of our peers. More specifically, our cash compensation policies are designed to encourage frequent and active interaction between our directors and our executives, both during and between formal meetings, as well as to compensate our directors for their time and effort. Further, we believe that it is important to align the long-term interests of our non-employee directors with those of the Company and its stockholders and that awarding equity compensation to, and thereby increasing ownership of our common stock by, our non-employee directors is an appropriate means to achieve this alignment. The Compensation Committee reviews non-employee director compensation annually to determine the appropriate compensation for service on the Board. The Compensation Committee last reviewed non-employee director compensation in December 2024. In doing so, the Compensation Committee reviewed and considered a peer group study prepared by its executive compensation advisor, Semler Brossy Consulting Group, LLC (“Semler Brossy”) as an important reference point in its decision-making process. The Compensation Committee did not strictly target any specific levels of pay, and instead, used the comparative market data provided by Semler Brossy. Based on its review, for calendar year 2025, the Compensation Committee recommended, and our Board agreed, not to make any changes to our non-employee director cash compensation from calendar year 2024, other than an increase of $5,000 in the Audit Committee chair’s annual cash retainer, from $25,000 to $30,000, effective as of January 1, 2025. Our non-employee directors receive an annual cash retainer for Board service in addition to equity compensation, as set forth in further detail in the table below. Our non-employee directors do not receive fringe or other benefits. Directors who are also one of our employees are not entitled to additional compensation for serving as a director. Pursuant to our Amended and Restated 2020 Stock Plan, as amended (the “2020 Stock Plan”), the value of all awards awarded under the 2020 Stock Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year cannot exceed $750,000.

  30. Director Compensation

    | Position | | Annual Cash Retainer ($)(1) | Equity Compensation ($)(2) | | Board Membership | | 50,000 | Initial grant of time-based restricted stock units (“RSUs”) with a value of $225,000 (pro-rated) and annual grant of RSUs with a value of $225,000 | | Position | | Additional Annual Cash Retainer ($) | Additional Equity Compensation ($) | | Chairman of the Board | | 50,000 | — | | Lead Customer Advocate | | 30,000 | — | | Audit Committee | Chair | 30,000(3) | — | | | Non-Chair Member | 12,500 | — | | Compensation Committee | Chair | 20,000 | — | | | Non-Chair Member | 10,000 | — | | Nominating and Corporate Governance Committee | Chair | 10,000 | — | | | Non-Chair Member | 5,000 | — | | Risk Committee | Chair | 20,000 | — | | | Non-Chair Member | 10,000 | — | | Business Opportunities Committee | Chair | 5,000 | — | | | Non-Chair Member | 2,500 | — |

  31. Director Compensation

    (1)The annual cash retainers are payable in calendar quarterly installments and pro-rated based on number of days served in the event of any changes during the quarter.

  32. Director Compensation

    | Guidewire Software, Inc. | 32 | 2025 Proxy Statement |

  33. Director Compensation

    | Table of Contents | Information Regarding Compensation of Directors and Executive Officers |

  34. Director Compensation

    (2)The RSU grants vest in full on the earlier of (i) the one-year anniversary of the vesting commencement date or (ii) the date of the Company’s next annual meeting of stockholders. All RSU grants held by non-employee directors will fully vest upon a sale of the Company. (3)The annual cash retainer for the Chair of the Audit Committee was increased from $25,000 to $30,000, effective as of January 1, 2025. The table below shows the compensation received or earned by each of our non-employee directors during fiscal year 2025. Of our directors during fiscal year 2025, Mike Rosenbaum was an employee and did not receive any additional compensation for his service as our director during this time. Mr. Rosenbaum was a named executive officer for fiscal year 2025 and information regarding his compensation for the year is presented below in the “2025 Summary Compensation Table.”

  35. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  36. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Michael C. Keller(3) | 147,543 | 208,885 | 356,428 | | Mark V. Anquillare(3)(4) | 51,074 | 262,642 | 313,716 | | David Bauer(3) | 74,794 | 208,885 | 283,679 | | Margaret Dillon(3) | 72,301 | 208,885 | 281,186 | | Paul Lavin(3) | 79,390 | 208,885 | 288,275 | | Catherine P. Lego(3) | 83,772 | 208,885 | 292,657 | | Rajani Ramanathan(3) | 79,780 | 208,885 | 288,665 | | Marcus Ryu(5) | 18,840 | — | 18,840 | | Jeffrey Sloan(6) | 31,498 | 213,251 | 244,749 |

  37. DIRECTOR COMPENSATION TABLE

    (1)The amounts shown reflect the aggregate grant date fair value of RSUs granted during fiscal year 2025, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Compensation--Stock Compensation (“FASB ASC Topic 718”). These amounts do not represent the actual amounts paid to or realized by the non-employee directors during fiscal year 2025. Pursuant to SEC rules, these amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 10 of the consolidated financial statements in the 2025 Annual Report on Form 10-K regarding assumptions underlying valuation of equity awards. (2)The amounts in this column reflect the grant date fair value of the RSU grants, which differ from the target values described above due to the fact that the number of RSUs granted was calculated based upon the 10-trading day trailing average closing price ending two trading days prior to grant, rounded up to the nearest whole share. (3)As of July 31, 2025, Messrs. Keller, Anquillare, Bauer and Lavin, and Mses. Dillon, Lego and Ramanathan each held 1,211 unvested RSUs. (4)Effective September 23, 2024, the Board appointed Mr. Anquillare as a director. In connection with his appointment, he received a pro-rated initial RSU grant, annual RSU grant and cash retainers for his Board service, as reflected in the table above. (5)Mr. Ryu’s term as a director concluded at our 2024 annual meeting of stockholders and, as of July 31, 2025, Mr. Ryu did not hold any outstanding equity awards. (6)Effective January 21, 2025, the Board appointed Mr. Sloan as a director. In connection with his appointment, he received a pro-rated initial RSU grant and pro-rated cash retainers for his Board service, as reflected in the table above. As of July 31, 2025, Mr. Sloan held 1,175 unvested RSUs.

  38. DIRECTOR COMPENSATION TABLE

    | Guidewire Software, Inc. | 33 | 2025 Proxy Statement |

  39. DIRECTOR COMPENSATION TABLE

    | Table of Contents | Information Regarding Compensation of Directors and Executive Officers |

  40. Compensation Program Design

    Compensation Program Design For fiscal year 2025, the compensation of our executive officers, including the NEOs, has consisted of base salary, a cash bonus opportunity, and equity compensation in the form of RSUs subject to performance-based vesting conditions tied to corporate financial and operational metrics (“Performance-Vesting RSUs”) and RSUs subject to time-based vesting conditions (“Time-Vesting RSUs”). Of these components, only base salary is a fixed dollar amount, while the other components are variable based on the performance of both the Company and the individual executive officer, measured against specific objectives that are determined in advance.

  41. Compensation Program Design

    The key component of our executive compensation program has been equity awards in the form of Performance-Vesting RSUs and Time-Vesting RSUs. We use equity-based awards as we deem appropriate to offer our employees, including our executive officers, long-term equity incentives that align their interests with the long-term interests of our stockholders. We also have offered cash compensation in the form of base salaries, to reward individual contributions and compensate our executive officers for their day-to-day responsibilities, and annual cash bonuses, to drive and incentivize our executive officers to achieve our short-term strategic and operational objectives. In addition to these elements of our executive compensation program, we also provide executive officers, including our NEOs, with certain other indirect benefits, including participation in certain post-employment compensation arrangements. For a description of these other features of our compensation program, please refer to the section below titled “Executive Compensation Program Elements-Welfare and Other Benefits” and “Executive Agreements and Termination of Employment Arrangements.” We evaluate our philosophy and compensation programs as circumstances require, and at a minimum, we review executive compensation annually. As part of this review process, we apply our values and the objectives outlined above, while also considering whether our proposed compensation ensures that we remain competitive for talent, that we meet our retention objectives, and that our cost of replacement for a key employee is reasonable.

  42. Compensation-Setting Process

    Role of Compensation Consultant The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the oversight of our executive compensation program. For fiscal year 2025, the Compensation Committee engaged Semler Brossy to provide information, recommendations, and other advice relating to executive compensation. During fiscal year 2025, Semler Brossy performed the following projects for the Compensation Committee: •reviewed our general compensation principles for fiscal year 2025; •prepared an assessment of non-employee director compensation; •prepared an assessment of our executive officers’ total compensation, as well as each individual compensation component, including an analysis of cash compensation, equity compensation, and total direct compensation as compared to a composition of our peer group (as described below); •prepared an analysis of competitive market compensation practices for certain executive positions and collaborated with the Compensation Committee to identify areas for improvement in light of evolving best practice; •assisted with the design and oversight of the overall equity program and executive compensation, including setting grant levels and improving short- and long-term incentive programs for senior management and other levels of management; •analyzed pay survey data; and •provided advice regarding best practices and compensation trends, including proxy advisory firms’ evolving positions on executive pay. Semler Brossy served at the discretion of the Compensation Committee. The Compensation Committee assessed the independence of Semler Brossy pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Semler Brossy from independently advising the Company. Comparative Market Data To assist the Compensation Committee during its annual review of the competitiveness of compensation levels and the appropriate mix of compensation elements to our executive officers, including our NEOs, Semler Brossy prepared comparative market data on compensation practices and programs as well as guidance on industry best practices. The Compensation Committee, with guidance from Semler Brossy and input from senior management, determines the composition of our peer group and reevaluates this group on an annual basis. The Compensation Committee determined that, for purposes of its annual compensation review for fiscal year 2025, our peer group for setting the compensation of our NEOs would consist of 16 publicly traded companies in the software industry, listed on major U.S. stock exchanges, with revenue between approximately $305.0 million and $2.75 billion and market capitalization between approximately $3.0 billion and $28.0 billion, each representing approximately one-third to three times our own revenue and market capitalization at the time of the analysis. Below is a list of the companies in our peer group for setting fiscal year 2025 compensation for our NEOs: Fiscal Year 2025 Peer Group Companies

  43. Compensation-Setting Process

    The evaluation of the peer group generally occurs in March of each year. In March 2025, our Compensation Committee reassessed our peer group for use in setting our fiscal year 2026 executive compensation, and, with guidance from Semler Brossy and input from senior management, determined to base it on publicly traded software companies in the United States, with revenue between approximately $300.0 million and $3.5 billion and market capitalization between approximately $4.0 billion and $45.0 billion, each representing approximately one-third to three times our own revenue and market capitalization at the time of the analysis. Our Compensation Committee removed two companies from the fiscal year 2025 peer group listed above, Splunk Inc. and ANSYS, Inc., given they were acquired, and added three new companies, Procore Technologies, Inc., PTC Inc., and Samsara Inc., to better align the peer group with the Company’s current business. Consideration of Say-On-Pay Advisory Vote At our December 17, 2024 annual meeting, we held a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay” vote), which received the support of over 98% of the votes cast. Our Board and Compensation Committee are encouraged by this level of stockholder support of our executive compensation program, and generally view this as an endorsement of our philosophy and how we have structured our compensation program. Given this level of stockholder support, the Compensation Committee concluded that our executive officer compensation program continues to align executive officer pay with stockholder interests and provides competitive pay that encourages retention and effectively incentivizes performance of talented executive officers. Accordingly, the Compensation Committee determined not to make any significant changes to our executive compensation program as a result of the Say-on-Pay vote. In addition, consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future Say-on-Pay votes held at our December 15, 2020 annual meeting, we intend to continue holding an annual Say-on-Pay vote. We are committed to continuing our ongoing engagement with our stockholders on matters of executive compensation and corporate governance. As a result, we have continued to engage in a robust stockholder outreach program. In 2025, we reached out to our 21 largest institutional stockholders and key investors, with aggregate holdings of approximately 60% of our outstanding shares (as of June 30, 2025), to discuss our executive compensation and corporate governance programs and practices, and to solicit feedback and ensure that our Board and management have insight into the issues that are most important to our stockholders so that we can better understand our stockholders’ perspectives. While not all stockholders had accepted our invitation to engage as of October 16, 2025, we have held these calls with all invited stockholders who indicated an interest in participating in our annual stockholder outreach program. Our calls with stockholders were initiated by our Chief Administrative Officer and General Counsel and our Vice President of Investor Relations, and included the Chairs of our Board, Compensation Committee and NCG Committee. During these recent discussions, and among many viewpoints shared, our stockholders expressed certain concerns as set forth in the following table. In connection with the Compensation Committee’s regular annual review process, our Board, the Compensation Committee, and the NCG Committee will evaluate these concerns. While we have addressed many of the concerns raised by our stockholders in the outreach program over time, we are continually assessing potential actions based on the feedback received during these discussions. The actions specifically taken by our Board, the Compensation Committee, and the NCG Committee in response to stockholder concerns, as well as actions we will consider taking, included the following:

  44. Compensation-Setting Process

    | Stockholder Viewpoints Shared During Our 2025 Outreach | Actions Taken and Actions Under Consideration | | Maintain alignment between the Company’s long-term performance and certain equity awards granted to the management team | For fiscal year 2025, the Compensation Committee maintained the Performance-Vesting RSUs program, under which attainment of awards is determined by measuring a three-year average of annual measurements of ARR and non-GAAP operating income, including stock-based compensation expense. These awards will cliff vest at the end of the three-year performance period. The Compensation Committee also continued the additive performance-based modifier for our CEO and President, which is based on the achievement of two conditions (i) at or above target performance for the FY25 performance-based RSUs, and (ii) significant stock-price milestones, as described below in this proxy statement under “Performance-Vesting RSUs for Messrs. Rosenbaum and Mullen.” The modifier increases the upside leverage of the annual performance-based RSU program to 250%. We believe that this structure promotes longer-term retention for our most senior leadership team and incentivizes long-term value creation for the Company. |

  45. Compensation-Setting Process

    | Stockholder Viewpoints Shared During Our 2025 Outreach | Actions Taken and Actions Under Consideration | | Importance of robust corporate governance practices, particularly relating to Board skills and oversight | We continue to reinforce our commitment to strong corporate governance through an engaged and refreshed Board. In fiscal year 2025, we welcomed two new directors, Mark V. Anquillare and Jeffrey Sloan. Mr. Anquillare brings significant business management experience and a strong background in the insurance industry, having served as president, chief operating officer, and chief financial officer at Verisk Analytics. Mr. Sloan contributes extensive executive leadership experience and expertise in the financial services and technology industries, having served as chief executive officer and president of Global Payments Inc., as a partner at Goldman Sachs, and as a director of Corpay. As of the date of the proxy statement, all but one of our directors are independent, with the sole non-independent member being our CEO. We maintain separate Chair and CEO roles, with an independent Chair providing leadership of the Board and supporting effective oversight of management. The Board conducts an annual self-evaluation of its performance and that of its committees, which is facilitated by an independent outside consultant. The Board and management are engaged in regular succession planning for director and executive roles, with a focus on ensuring the skills, experience, and leadership needed to support the Company’s long-term strategy and effective oversight. | | Continue to properly value the use of equity compensation, considering both dilution and costs | For fiscal year 2025, we continued to refine our annual bonus and long-term incentive programs to ensure equity awards were properly valued, and targeted to employees for whom they provide the most incentive. For both our Senior Executive Incentive Bonus Plan (the “Bonus Plan”) and our Performance-Vesting RSUs, the target Adjusted Non-GAAP Operating Income metrics expressly include stock based compensation expenses, so all company managers and executives are properly incentivized on equity usage. Additionally, we continued to make adjustments aimed at balancing our use of equity and cash compensation at varying levels of employees, reducing equity and increasing cash components where most valued by employees. Our MyChoice LTI Plan also remained in place, whereby employees in professional or managerial roles (excluding senior executives such as our NEOs) can elect to receive their annual refresh long-term incentive award entirely in the form of cash, entirely in form of RSUs, or 50% in the form of RSUs and 50% in the form of cash. At our 2024 annual meeting of stockholders, our stockholders approved the 2024 Employee Stock Purchase Plan (“ESPP”), reflecting strong support for broad-based employee ownership. The ESPP provides eligible employees of the Company and its designated subsidiaries and affiliates (excluding senior executives such as our NEOs) with the opportunity to purchase shares of our common stock through voluntary payroll deductions at a discount from the then-current market price. This program allows those employees whose compensation does not include equity an opportunity to meaningfully participate in owning our equity, as well as encouraging further ownership participation to employees who so desire. We remain focused on responsible equity stewardship and are evaluating additional mechanisms to manage dilution and support sustainable long-term value creation. |

  46. Executive Compensation Program Elements

    Executive Compensation Program Elements The following describes each element of our executive compensation program, the rationale for each and how compensation amounts and awards are determined. Base Salary We provide our executive officers, including the NEOs, with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account his or her qualifications, experience, and comparable market data. Thereafter, the Compensation Committee reviews and recommends adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. In doing so, the Compensation Committee exercises its judgment and discretion and considers several factors, including our overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, her or his role and scope of responsibilities within our Company, her or his individual experience and skills, the executive officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, and the input of our CEO. No specific formula is applied to determine the weight of each criterion. In September 2024, the Compensation Committee reviewed the base salaries of certain of our executive officers and management, including our NEOs, and adjusted the base salaries for our NEOs, with the exception of the CEO. The Compensation Committee took into account our peer group’s base salaries for similarly situated executives as one factor in determining base salaries for our NEOs and also considered other factors as described above. Accordingly, the Compensation Committee approved increases to certain NEOs’ annual base salaries for fiscal year 2025 as follows:

  47. Executive Compensation Program Elements

    Target Bonus Opportunities In September 2024, the Compensation Committee reviewed the target bonus opportunities of our executive officers and management team, including the applicable NEOs, in view of their performance during fiscal year 2024 and considered several factors, including our peer group’s short-term incentive bonus target opportunity for similarly situated executives, our Company’s overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, his or her role and scope of responsibilities within our Company, his or her individual experience and skills, the Compensation Committee’s sense of competitive market practices for annual bonuses and the recommendations of our CEO (for NEOs other than himself). As a result, our Compensation Committee did not change the target bonus opportunities for our NEOs for fiscal year 2025.

  48. Executive Compensation Program Elements

    | Named Executive Officer | Fiscal Year 2024 Target Bonus Opportunity (% of Base Salary) | Fiscal Year 2025 Target Bonus Opportunity (% of Base Salary) | | Mike Rosenbaum | 100 | 100 | | John Mullen | 100 | 100 | | Jeff Cooper | 75 | 75 | | Winston King | 75 | 75 | | David Peterson | 50 | 50 |

  49. Target Cash Bonus Opportunity X Company Performance Factor

    Target Cash Bonus Opportunity X Company Performance Factor Company Performance Factor In fiscal year 2025, the bonuses of our executive officers, including the NEOs, who participated in our Bonus Plan were based on the performance of our Company during fiscal year 2025 as measured against the following pre-established corporate financial and operational metrics, which the Board deemed to be critical to enhancing stockholder value: •Annual Recurring Revenue (ARR) on a constant currency basis (the goal of this metric is to maximize annual recurring revenue); •Adjusted Non-GAAP Operating Income (Loss) which excludes amortization of intangibles, acquisition consideration holdback, and bonus accrual in excess of 100% but includes stock-based compensation expense (see Appendix A) (the goal of this metric is to achieve or exceed our operating income (loss) targets); and •Strategic Scorecard Performance (the goal of this metric is to enhance efforts to achieve various strategic goals outlined in our annual fiscal year “VPMOM” initiative, an internal management-by-objective program that stands for Vision, Principles, Methods, Obstacles, and Measures (“VPMOM”)). The Adjusted Non-GAAP Operating Income (Loss) metric is a non-GAAP financial measure. Specifically, the Adjusted Non-GAAP Operating Income (Loss) is derived from GAAP income (loss) from operations and excludes the amortization of intangibles, acquisition consideration holdback, and corporate bonus accrual exceeding 100% but includes stock-based compensation expense. See Appendix A to this proxy statement for further details regarding the Adjusted Non-GAAP Operating Income (Loss) metric and the reconciliation of the metric to GAAP income (loss) from operations as reported under GAAP from the Company’s audited financial statements. Since fiscal year 2024, we have included a scorecard of performance to reflect the Company’s focus on strategic business goals as outlined in our VPMOM plan, continuing both the focus on customer satisfaction, sustainability and inclusion, as well as broadening consideration to other specific strategic objectives outlined in our internal annual plan.

  50. Target Cash Bonus Opportunity X Company Performance Factor

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  52. Target Cash Bonus Opportunity X Company Performance Factor

    For fiscal year 2025, our management recommended, and the Compensation Committee approved, continuing to use the Company Performance Factor structure consistent with fiscal year 2024, except for an increase in the aggregate weighting of the financial metrics (Annual Recurring Revenue and Adjusted Non-GAAP Operating Income (Loss)) relative to Strategic Scorecard Performance from 80% / 20% to 85% / 15%, reflecting the Compensation Committee’s updated assessment of the appropriate relative weighting of the Company’s performance measures. The threshold, target, and maximum performance goals for each of these metrics were as follows in fiscal year 2025:

  53. Target Cash Bonus Opportunity X Company Performance Factor

    | Metric(1) | Weighting | Payout % Range (Threshold/Maximum) | Threshold | Target (100%) | Maximum | Actual Performance | | ARR(2) | 51% | 50%/150% | $958M | $1,008M | $1,058M | $1,032M | | Adjusted Non-GAAP Operating Income (Loss) | 34% | 50%/150% | ($5M) | $25M | $55M | $66M | | Strategic Scorecard Performance(3) | 15% | 50%/150% | 50% | 100% | 150% | 100% |

  54. Target Cash Bonus Opportunity X Company Performance Factor

    (1)Achievement was calculated on a straight-line basis from (i) the threshold to the target and (ii) from the target to the maximum. Achievement at the target was credited at 100%. Achievement below threshold results in 0% payout for the relevant metric under assessment while achievement at threshold results in 50% payout for the relevant metric under assessment. Further, payout is capped at 150%. (2)ARR is calculated on a constant currency basis per exchange rates at July 31, 2024. (3)Strategic Scorecard Performance is assessed discretionally on overall performance toward Company strategic goals as outlined in our annual VPMOM plan including, among other factors, improvements to our cloud platform and adoption of cloud offerings, achievement of bookings and pipeline targets, quantifiable increases in customer satisfaction, attainment of specific product development milestones, demonstrable improvement to operational metrics, and achievement of measurable sustainability goals. Overall target performance is paid at 100%, with a range of 0% below threshold performance, and 50% to 150% from threshold to maximum achievement. Actual performance against these metrics were determined in the first quarter of fiscal year 2025 by the Compensation Committee. Fiscal Year 2025 Bonus Decisions After the conclusion of fiscal year 2025, the Compensation Committee evaluated our financial and operational performance for the fiscal year and determined that a Company Performance Factor of 130% was appropriate. Based on this determination, the Compensation Committee approved cash bonuses for the applicable NEOs as follows:

  55. Target Cash Bonus Opportunity X Company Performance Factor

    | Named Executive Officer | Fiscal Year 2025 Target Bonus Opportunity (% of Base Salary) | Company Performance Factor (%) | Cash Bonus ($) | | Mike Rosenbaum | 100 | 130 | 975,000 | | John Mullen | 100 | 130 | 795,849 | | Jeff Cooper | 75 | 130 | 452,715 | | Winston King | 75 | 130 | 404,585 | | David Peterson | 50 | 130 | 200,681 |

  56. Target Cash Bonus Opportunity X Company Performance Factor

    These bonuses to the NEOs for fiscal year 2025 were paid in fiscal year 2026, in accordance with normal Company practice.

  57. Equity Compensation

    Equity Compensation We use equity awards to incentivize and reward our executive officers, including the NEOs, for long-term corporate performance based on the value of our common stock and, thereby, to align their interests with those of our stockholders. Taking into account the advice of our independent compensation consultants, we provide for Performance-Vesting RSUs and Time-Vesting RSUs, with Performance-Vesting RSUs focusing mainly on ARR, as we determined that ARR was a key metric for the Company to align and drive performance, and, to a lesser extent in fiscal year 2025, operating profitability as measured by Adjusted Non-GAAP Operating Income (Loss). We believed that for fiscal year 2025, Performance-Vesting RSUs and Time-

  58. Equity Compensation

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  60. Equity Compensation

    Vesting RSUs provided a strong retention incentive for our executive officers, provided rewards for growth in the market price of our common stock, and were less dilutive than stock options to our stockholders. Our equity award vehicles provide a strong incentive for our executive officers to remain employed with the Company as they require continued employment through the vesting period. Time-Vesting RSUs Time-Vesting RSUs generally vest quarterly over four years (except that for new hires, 25% of their Time-Vesting RSUs cliff vest on the first anniversary of the vesting commencement date, with the remaining portion vesting in equal quarterly installments over the three years thereafter), subject to an equity award holder’s continued employment through each applicable vesting date. Performance-Vesting RSUs 2025 Performance-Vesting RSUs 100% of the Performance-Vesting RSUs granted in fiscal year 2025 vest based on the satisfaction of both a three-year time condition and achievement of certain performance conditions. Assuming the applicable performance conditions are met, the Performance-Vesting RSUs vest on September 15, 2027, subject to continued employment through such date. Achievement of the performance condition is measured annually based on two metrics, ARR (weighted 60%) and Adjusted Non-GAAP Operating Income (Loss) (weighted 40%) (the achievement of such ARR and Adjusted Non-GAAP Operating Income (Loss) collectively, the “Performance Factor”), with final performance achievement averaged after three fiscal years (the “Final Performance Factor”). The total number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by the Final Performance Factor. For the ARR and Adjusted Non-GAAP Operating Income (Loss) targets: (i) for achievement at the threshold amounts, the number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by 50%; (ii) for achievement at the target amounts, the number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by 100%; and (iii) for achievement at or above the maximum amounts, the number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by 150%. Achievement is calculated on a straight-line basis from (A) the threshold to the target and (B) from the target to the maximum. If the thresholds are not attained, then none of the Performance-Vesting RSUs would be eligible to vest. In addition, if our actual performance amounts exceed the maximum amounts, then the number of Performance-Vesting RSUs eligible to vest would still be capped at 150% of target. For fiscal year 2025, the Company was determined to have achieved a fiscal year 2025 ARR amount in excess of the target amount, which resulted in 125% of achievement for such metric and a fiscal year 2025 Adjusted Non-GAAP Operating Income (Loss) in excess of the target amount, which resulted in 150% of achievement for such metric. The combined weighted fiscal year 2025 Performance Factor attainment was 135%. The applicable goals for the fiscal year 2025 Performance Factor for the Performance-Vesting RSUs were:

  61. Equity Compensation

    | | Weighting (%) | Threshold (50%) ($) | Target (100%) ($) | Maximum (150%) ($) | Actual Performance ($) | | ARR* | 60 | 958M | 1,008M | 1,058M | $1,032M | | Adjusted Non-GAAP Operating Income (Loss)** | 40 | (5M) | 25M | 55M | $66M |

  62. Equity Compensation

    *ARR is calculated on a constant currency basis per exchange rates at July 31, 2024. **Adjusted Non-GAAP Operating Income (Loss) includes stock-based compensation expense. The applicable goals for the fiscal year 2026 Performance Factor for the FY 25 Performance-Vesting RSUs are:

  63. Equity Compensation

    | | Weighting (%) | Threshold (50%) ($) | Target (100%) ($) | Maximum (150%) ($) | Actual Performance ($) | | ARR | 60 | 1.117B | 1.176B | 1.235B | * | | Adjusted Non-GAAP Operating Income (Loss) | 40 | 72M | 102M | 132M | ** |

  64. Equity Compensation

    *TBD, measured at July 31, 2026, our fiscal year 2026 fiscal year end, on a constant currency basis per exchange rates at July 31, 2024. The Compensation Committee may in its discretion adjust ARR targets for any inorganic ARR growth or loss due to mergers, acquisitions, or divestitures. **TBD, measured at July 31, 2026, our fiscal year 2026 fiscal year end. Adjusted Non-GAAP Operating Income (Loss) includes stock-based compensation expense.

  65. Equity Compensation

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  67. Equity Compensation

    The applicable goals for the fiscal year 2027 Performance Factor for the FY 25 Performance-Vesting RSUs are:

  68. Equity Compensation

    | | Weighting (%) | Threshold (50%) ($) | Target (100%) ($) | Maximum (150%) ($) | Actual Performance ($) | | ARR | 60 | 1.283B | 1.350B | 1.418B | * | | Adjusted Non-GAAP Operating Income (Loss) | 40 | 175M | 205M | 235M | ** |

  69. Equity Compensation

    *TBD, measured at July 31, 2027, our fiscal year 2027 fiscal year end, on a constant currency basis per exchange rates at July 31, 2024. The Compensation Committee may in its discretion adjust ARR targets for any inorganic ARR growth or loss due to mergers, acquisitions, or divestitures. **TBD, measured at July 31, 2027, our fiscal year 2027 fiscal year end. Adjusted Non-GAAP Operating Income (Loss) includes stock-based compensation expense. For Messrs. Rosenbaum and Mullen, their Performance-Vesting RSUs contain an opportunity to vest in an additional 25% to 100% of their target number of Performance-Vesting RSUs, based on the Company’s achievement of significant stock-price milestones. This additive performance-based modifier for Mr. Rosenbaum’s and Mr. Mullen’s Performance-Vesting RSUs was designed and first implemented in fiscal year 2024 to incentivize long-term value creation for the Company and to promote long-term retention for the executives. For fiscal year 2025, Messrs. Rosenbaum and Mullen continued to receive such additive performance-based modifiers for their Performance-Vesting RSUs, as described below. The structure of the additive performance-based modifiers for their FY25 Performance-Vesting RSUs were the same as the additive performance-based modifiers for their FY24 Performance-Vesting RSUs. For Mr. Rosenbaum’s and Mr. Mullen’s Performance-Vesting RSUs, if the Final Performance Factor is greater than 100%, then an additional percentage of their respective target number of Performance-Vesting RSUs (ranging from 25% to 100%) may be eligible to vest on September 15, 2027, subject to continued employment through such date, based on the Company’s compound annual growth rate (“CAGR”) from September 11, 2024 through September 11, 2027. The Company’s common stock price associated with the applicable CAGR milestones are:

  70. Equity Compensation

    | | Modifier Percentage (%) | CAGR (%) | FY 24 Performance-Vesting RSU’s Price Hurdles ($) | FY 25 Performance-Vesting RSUs Price Hurdles ($) | | Threshold | 25 | +15 | 133.08 | 232.01 | | Target | 50 | +20 | 151.20 | 263.61 | | Maximum | 100 | +25 | 170.90 | 297.95 |

  71. Equity Compensation

    With respect to the CAGR milestones: (i) for achievement at the threshold amount, the additional number of Performance-Vesting RSUs eligible to vest would be 25% of the target number of Performance-Vesting RSUs (so the total number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by (the Final Performance Factor plus 25%); (ii) for achievement at the target amount, the additional number of Performance-Vesting RSUs eligible to vest would be 50% of the target number of Performance-Vesting RSUs (so the total number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by (the Final Performance Factor plus 50%); and (iii) for achievement at or above the maximum amount, the additional number of Performance-Vesting RSUs eligible to vest would be 100% of the target number of Performance-Vesting RSUs (so the total number of Performance-Vesting RSUs eligible to vest would equal the target number of Performance-Vesting RSUs multiplied by (the Final Performance Factor plus 100%). If the CAGR milestone is between threshold and target and between target and maximum, then the modifier percentage will be determined by using linear interpolation. In no event can the modifier percentage exceed 100% and in the event CAGR does not equal or exceed the threshold (i.e., +15%), then the modifier percentage will be 0%. If CAGR is negative, then the modifier percentage will be 0%. 2023 Performance-Vesting RSUs In fiscal year 2023, we made a grant of Performance-Vesting RSUs (“FY 23 Performance-Vesting RSUs”). 50% of the FY 23 Performance-Vesting RSUs vest based on the satisfaction of both a three-year time condition and a three-year performance condition (the “Second Tranche FY 23 Performance-Vesting RSUs”). For the Second Tranche FY 23 Performance-Vesting RSUs,

  72. Equity Compensation

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  74. Equity Compensation

    the performance condition was tied to the achievement of fiscal year 2025 ARR, measured on a constant currency basis using July 31, 2022 exchange rates. The three-year performance period for the Second Tranche FY 23 Performance-Vesting RSUs ended on July 31, 2025. The fiscal year 2025 ARR was achieved at $1,040 million and based on the applicable performance conditions below, the Second Tranche FY 23 Performance-Vesting RSUs were paid out at 120% of target.

  75. Equity Compensation

    | | Threshold (50%) ($) | Target (100%) ($) | Maximum (150%) ($) | Actual Performance ($) | | ARR* | $900M | $1B | $1.1B | $1,040M |

  76. Equity Compensation

    *ARR is calculated on a constant currency basis per exchange rates at July 31, 2022.

  77. Equity Compensation

    | Named Executive Officer | % Achieved of Target | Performance Vesting RSUs Paid Out | | Mike Rosenbaum | 120% | 35,742 | | John Mullen | 120% | 14,456 | | Jeff Cooper | 120% | 16,522 | | Winston King | 120% | 8,261 | | David Peterson | 120% | 2,479 |

  78. Equity Compensation

    Fiscal Year 2025 Equity Grants Typically, the size and form of the initial equity awards for our executive officers have been established through arm’s-length negotiation at the time the individual executive officer was hired. In formulating these awards our Compensation Committee has considered, among other things, the prospective role and responsibility of the executive officer, the amount of equity-based compensation held by the executive officer at his or her former employer, the cash compensation received by the executive officer, the Compensation Committee’s sense of the competitive market for similar positions (based in part on information supplied by the Compensation Committee’s independent compensation consultant), and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. Additionally, the Compensation Committee has reviewed the equity holdings of our executive officers annually and granted equity awards in the form of Performance-Vesting RSUs and/or Time-Vesting RSUs to our executive officers to ensure that their overall equity position was consistent with our compensation objectives. For fiscal year 2025, the Compensation Committee did not apply a rigid formula in determining the size of the annual equity awards for the NEOs, but in making its determination, the Compensation Committee took into account the 50th percentile of our peer group’s annual equity awards to similarly situated executives. The annual equity awards for our then-NEOs were generally split evenly between (i) Performance-Vesting RSUs (50%) and (ii) Time-Vesting RSUs (50%). The Compensation Committee did not strictly benchmark against our peer group, but used its discretion as appropriate, when determining the size of equity awards. In conducting this review and making award determinations in fiscal year 2025, the Compensation Committee also exercised its judgment and discretion and considered several factors, including our overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, his or her role and scope of responsibilities within the Company, his or her individual experience and skills, the Compensation Committee’s sense of competitive market practices for equity compensation (supported in part by information supplied by the Compensation Committee’s independent compensation consultant), and, as applicable, the recommendations of our CEO. Based on these factors, in September 2024, the Compensation Committee approved the annual Performance-Vesting RSUs and Time-Vesting RSUs to our NEOs as shown in the table below. In addition to the annual Performance-Vesting RSUs and Time-Vesting RSUs, in September 2024, the Compensation Committee approved a one-time retention grant to Mr. Mullen of 33,212 Time-Vesting RSUs, with a grant date fair value of approximately $5 million, in order to incentivize retention and align his long-term interests with those of our stockholders. The retention RSUs granted to Mr. Mullen are subject to a time-based vesting schedule with 10% of such RSUs vesting each quarter during the first two years following the vesting commencement date and 5% of the RSUs vesting each quarter during the third year following the vesting commencement date, in each case subject to Mr. Mullen’s continued employment with the Company.

  79. Equity Compensation

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  81. Equity Compensation

    | Named Executive Officer | Number of Time-Vesting RSUs | Target Number of Performance-Vesting RSUs | Grant Date Fair Value of RSUs ($) | | Mike Rosenbaum | 36,533 | 36,533 | 12,280,203 | | John Mullen | 58,121(1) | 24,909 | 13,954,852 | | Jeff Cooper | 16,606 | 16,606 | 5,581,941 | | Winston King | 8,967 | 8,967 | 3,014,167 | | David Peterson(2) | 2,325 | — | 390,763 |

  82. Equity Compensation

    (1)With respect to RSUs for Mr. Mullen, this amount includes an annual grant of 24,909 Time-Vesting RSUs and a one-time retention grant of 33,212 Time-Vesting RSUs. (2)Mr. Peterson was not an NEO at the time the Compensation Committee approved the September 2024 grants. The Compensation Committee structured Mr. Peterson’s equity awards to incentivize retention. Compensation Mix In determining the amount of base salary, cash bonuses and equity compensation awarded to each NEO, the Compensation Committee does not apply any rigorous percentage of any one element in relation to the overall compensation package. Rather, the Compensation Committee looks at the overall compensation package and the relative amount of each element on an individual basis for each NEO to determine whether such amounts and mix of components further the basic principles and objectives of our overall compensation program. Welfare and Other Benefits We have established a tax-qualified Section 401(k) retirement plan for all employees, including NEOs, who satisfy certain eligibility requirements, including requirements relating to age and length of service. Under this plan, employees may elect to defer their current compensation by up to the statutory limit and contribute to the plan. We provide a match for pre-tax contributions equal to fifty cents for every dollar contributed for the first 8% of cash compensation, up to a maximum of 6,000, per participant. We intend for the plan to qualify under Section 401(a) of the U.S. Internal Revenue Code (the “Code”) so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan. In addition, we provide other employee welfare and benefit programs to our executive officers, including the NEOs, on the same basis as all of our full-time employees in the country in which they are resident. These benefits include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage, as well as certain wellness benefits. We design our employee welfare and benefit programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee welfare and benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. We also maintain an ESPP for our eligible employees, excluding our NEOs and other senior executives. Our ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll contributions. We do not provide perquisites to our executive officers, except in limited situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. We do not provide any tax gross-ups for perquisites. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee. Pension Benefits We do not offer any defined benefit pension plans for our NEOs or other U.S.-based employees. Non-qualified Deferred Compensation We do not offer any non-qualified deferred compensation arrangements for our employees, including our NEOs.

  83. Equity Compensation

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  84. Equity Compensation

    | Table of Contents | Compensation Discussion and Analysis |

  85. Executive Agreements and Termination of Employment Arrangements

    Executive Agreements and Termination of Employment Arrangements We entered into an amended and restated executive agreement with each of Messrs. Cooper and King in January 2020, an executive agreement with Mr. Peterson in May 2020, an executive agreement with Mr. Rosenbaum in August 2019 which was amended in November 2020, and an executive agreement with Mr. Mullen in February 2022, which was amended in September 2024 (collectively, the “Executive Agreements”). The terms of the Executive Agreements are substantially similar. These Executive Agreements provide for at-will employment. In addition, each agreement sets forth the terms and conditions of employment of each of the NEOs, including initial position, initial base salary, initial target annual bonus opportunity and standard employee benefit plan participation. These Executive Agreements also contain provisions that provide for certain payments and benefits in the event of a termination of employment, including an involuntary termination of employment within two months before or 12 months following a change in control of the Company. For a summary of the material terms and conditions of the post-employment compensation terms applicable to our NEOs, see the section titled “Post-Employment Compensation” below. Our philosophy is that outside of a change in control context, severance protections are only appropriate in the event an executive officer is involuntarily terminated by us without cause or in limited other analogous circumstances, and such protections are only provided upon the executive officer’s execution of an effective release of claims. In addition, we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty arises from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage executive officers to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executive officers with additional severance protections during a change in control protection period, as mentioned above. We also provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims against us, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our stockholders, despite the potential negative consequences such transactions may have on them personally. Further, we provide severance protections if an executive officer voluntarily terminates employment with us for good reason in connection with a change in control or in limited other analogous circumstances, subject to the executive officer’s execution of an effective release of claims against us, because we believe that a voluntary termination for good reason is essentially equivalent to an involuntary termination by us without cause in those circumstances. We believe that the severance benefits provided to our executive officers under their Executive Agreements are appropriate in light of the severance protections available to similarly-situated executive officers at companies in our peer group and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

  86. Other Compensation Policies

    Other Compensation Policies Stock Ownership Guidelines We have adopted stock ownership guidelines that are applicable to senior executives, including our NEOs. Effective as of March 2021, we amended our stock ownership guidelines to require the CEO and each of the non-CEO executive officers who are subject to reporting obligations pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, to own shares of our common stock equal to at least four times and 1.5 times, respectively, his or her annual base salary, by the first July 31st that occurs following the three-year anniversary of his or her date of hire or promotion. Only shares of our common stock that are owned or held in the following forms will be considered in determining whether each officer has met the stock ownership requirement: (i) shares owned directly by the officer; (ii) shares “beneficially owned” by the officer that are held in a grantor trust (or similar instrument) for the benefit of the officer and/or his or her immediate family members, but only to the extent that the officer has the power to vote and dispose of such shares; and/or (iii) shares representing the aggregate net value of vested and unexercised in-the-money options. Shares of our common stock underlying unvested options, unvested RSUs, unvested performance-based RSUs and other unvested equity awards will not be considered when determining whether an officer has met the stock ownership requirement. As of July 31, 2025, all our NEOs who have been employed for three or more years have satisfied the ownership requirements. Compensation Recovery Policy We originally adopted a clawback policy (the “Clawback Policy”) in September 2019, which was superseded in September 2023 (as described below). Pursuant to the Clawback Policy, if our financial statements are materially restated, whether in part or in their entirety, due to misconduct by one or more covered individuals (i.e., (i) any Section 16 officers and (ii) certain of our C-level employees, senior vice presidents, and sales leadership as designated by the Clawback Policy or agreed upon by our CEO,

  87. Other Compensation Policies

    CFO, and General Counsel), then our Board or Compensation Committee shall have the discretion to recoup a portion of any performance-based compensation that has been paid or distributed to a covered individual during the clawback period (i.e., the three-year period preceding the publication of the restated financials), to the extent such compensation paid or distributed was in excess of what would have been paid under the restated financials. Our Board or the Compensation Committee, in its sole discretion, may also reduce the amount of future compensation, including, without limitation, any bonus or severance, or the future grant or vesting of any equity award, payable to any covered individual by an amount equal to such excess proceeds from performance-based compensation received by the covered individual during the clawback period. Additionally, for any covered individual who is terminated for “cause” (as defined in the Clawback Policy), if our Board determines based on relevant facts and circumstances that the conduct resulting in such for cause termination has caused material, demonstrable reputational harm to the Company, then the Company may require the covered individual to repay a portion of any performance-based compensation that has been paid or distributed to a covered individual during the “for cause clawback period” (i.e., the period from when the first act by the covered individual underlying for cause termination occurred, until such time the covered individual was terminated for cause by the Company). The policy is applicable to all cash and equity-based compensation predicated on the achievement of financial performance goals or financial metrics (excluding any such compensation based on Total Shareholder Return or similar stock price-based metrics). In September 2023, the Board approved two clawback policies, each effective October 2, 2023. The Compensation Recovery Policy (the “Required Clawback Policy”) complies with the SEC’s clawback rules as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Frank Act”), and provides that in the event we are required to prepare a “financial restatement” (as defined in the Required Clawback Policy), we shall, subject to certain limited exceptions as described in the Required Clawback Policy, recover certain incentive based compensation from “covered persons” (i.e., “executive officers”, defined to include (i) the president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division or function, or any officer or person who performs a policy making functions and (ii) who served during the performance period applicable to “incentive based compensation” and received “incentive based compensation” after beginning service in any such role). Compensation that shall be recovered under the Required Clawback Policy generally includes “incentive based compensation” received during the three-year period prior to the “restatement date” (as defined in the Required Clawback Policy) that exceeds the amount that otherwise would have been received by the “covered person” had such compensation been determined based on the restated amounts in the financial restatement. Under the Required Clawback Policy, “incentive based compensation” includes any cash or equity compensation that is granted, earned, or vested based, in whole or in part, upon the attainment of a financial reporting measure. The Supplemental Compensation Recovery Policy (the “Supplemental Clawback Policy”) amends and restates the Clawback Policy and provides for the discretionary recovery of “incentive based compensation” from certain “covered persons” (i.e., (i) “executive officers” and (ii) certain of our C-level employees, senior vice presidents, and sales leadership as designated by the Supplemental Clawback Policy) in addition to any recovery required under the Required Clawback Policy. Under the Supplemental Clawback Policy, “incentive based compensation” includes, similar to the Required Clawback Policy, any cash or equity compensation that is granted, earned, or vested based, in whole or in part, upon the attainment of a financial reporting measure and also includes other equity-based compensation such as stock options, restricted stock awards, restricted stock units, and stock appreciation rights. Additionally, for any “covered person” who is terminated for “cause” (as defined in the Supplemental Clawback Policy) or who resigns, but is later determined that he or she could have been terminated for cause, if our Board determines based on relevant facts and circumstances that the conduct resulting in such for cause termination (or conduct which could have resulted in such for cause termination) has caused material, demonstrable reputational harm to the Company, then the Board may require such “covered person” to repay a portion of any “incentive-based compensation” received by such “covered person” during the “for cause clawback period” (i.e., the period from when the first act by the covered individual underlying for cause termination occurred, until such time the covered individual was terminated for cause by the Company or until such time the “covered person” resigned from the Company, as applicable). Under both the Required Clawback Policy and the Supplemental Clawback Policy, “incentive based compensation” received by a “covered person” prior to October 2, 2023 is subject to the Clawback Policy and “incentive based compensation” received by a “covered person” on or after October 2, 2023 is subject to the Required Clawback Policy and/or the Supplemental Clawback Policy, as applicable. In addition, our 2020 Stock Plan provides that all awards thereunder will be subject to the Company’s clawback policy in effect, from time to time.

  88. Other Compensation Policies

    Insider Trading Policy We have adopted our insider trading policy to govern the purchase, sale, and other dispositions of our securities by our directors, officers (including our NEOs), employees, and agents (such as consultants and independent contractors). These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards. Our insider trading policy provides that our employees, including our NEOs, and the non-employee members of our Board may not trade any type of security while in possession of material, non-public information (“MNPI”) relating to such security, whether the issuer of such security is the Company or any other company. In addition, our insider trading policy prohibits the purchase or sale of any security of the Company during specified restricted periods that generally begin at the end of the 15th day of the third month of each of our fiscal quarters and end at the start of the third full trading day following the date of public disclosure of our financial results for that fiscal quarter, as well as during other special blackout periods that may be designated from time to time. There are limited exceptions to these restricted trading periods, such as exercises of stock options without a market sale or trades made pursuant to an established plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act and approved in accordance with our policy. Our insider trading policy includes restrictions regarding direct or indirect communications of MNPI to anyone outside the Company. Our insider trading policy also prohibits all of our directors, officers, employees, and agents from engaging in short sales or other derivative securities transactions, including hedging, with respect to our equity securities and from pledging our equity securities as collateral for a loan or holding our securities in a margin account. Except for certain limited exceptions, our directors and executive officers are required to obtain pre-clearance of transactions involving our securities. The foregoing summary of our insider trading policy and procedures is not complete and is qualified by reference to our full insider trading policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year 2025 filed with the SEC on September 11, 2025. Equity Award Grant Policy In March 2021, we adopted an Equity Award Grant Policy that sets forth the process and timing for us to follow when we grant equity awards for shares of our common stock to our employees, including our executive officers, pursuant to any of our equity compensation plans. The policy was amended and restated in September 2023, further amended and restated in June 2024 and subsequently amended in March 2025. Pursuant to the policy (as amended and restated), all grants of equity awards must be approved in advance by our Board, the Compensation Committee or, subject to the delegation requirements in the policy, an equity grant committee consisting of our CEO, CFO, and General Counsel (the “Equity Grant Committee”). The Compensation Committee has delegated limited authority to the Equity Grant Committee to make routine grants of RSUs to non-executive employees who (i) are not members of the Equity Grant Committee, (ii) are not subject to Section 16 of the Exchange Act, and (iii) are at or below the level of Vice President, in each case within specific parameters and ranges established by the Compensation Committee. The Equity Award Grant Policy sets forth that equity awards are generally granted on the following regularly scheduled basis: •Equity awards granted in connection with the hiring of a new employee or the promotion of an existing employee will be on a quarterly basis and be effective on the date on which such award is approved by the Board, the Compensation Committee or the Equity Grant Committee. •Equity awards granted to existing employees (other than in connection with a promotion) will generally be granted, if at all, on an annual basis effective on the date on which such award is approved by the Board, the Compensation Committee or the Equity Grant Committee. Our Board, the Compensation Committee and the Equity Grant Committee retain the discretion to grant equity awards at other times to the extent appropriate in light of the circumstances of such awards. In addition, the policy sets forth the manner in which our equity awards will be priced. Prior to March 12, 2025, if an award of restricted stock or restricted stock units was denominated in dollars, the number of shares subject to the award was determined by dividing the dollar value by the average closing market price on the NYSE of one share of our common stock over the ten trading days ending two trading days immediately preceding the effective date of grant, rounded up to the nearest whole share. Effective March 12, 2025, the policy was amended to provide that, if an award of restricted stock or restricted stock units is denominated in dollars, the number of shares subject to the award will be determined by dividing the dollar value by the average closing market price on the NYSE of one share of our common stock, (i) for grants made within one month following our regular quarterly earnings announcement, over the five trading days before and five trading days after such earnings announcement, and

  89. Other Compensation Policies

    (ii) for all other grants, over the ten trading days ending two trading days immediately preceding the effective date of grant, with such total number of shares rounded up to the nearest whole share. The exercise price of all stock options will be equal to the closing market price on the NYSE of a share of our common stock on the effective date of grant, or if no closing price is reported for such date, the closing price on the last preceding date for which a closing price is reported. The Company believes these practices enhance its internal controls around its equity award granting process. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation and not to take material non-public information into account when determining the timing or terms of equity awards. If circumstances were to arise that would warrant a grant of an equity award other than at the times set forth above, the Compensation Committee, the Board or the Equity Grant Committee may consider and approve such grants taking into account any possession of material non-public information. During fiscal year 2025, none of our NEOs was granted an option and accordingly, no option was granted to an NEO during the period beginning four business days before, and ending one business day after, the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed MNPI.

  90. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to certain specified executive officers, including a public corporation’s chief executive officer, chief financial officer and each of the three other most highly compensated executive officers. Pursuant to the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), for years beginning after December 31, 2017, all remuneration in excess of $1 million paid to a specified executive is not deductible. In addition, under the Tax Act, once an executive becomes a "covered employee" under Section 162(m) of the Code, the individual will continue to be a “covered employee” as long as he or she remains employed by the company. In approving the amount and form of compensation for our executive officers, the Compensation Committee is mindful of the benefit of receiving full deductibility of compensation; however, our Compensation Committee believes that we should not be constrained by the requirements of Section 162(m) of the Code, where such requirements would impair our flexibility in compensating our executive officers in a manner that can best promote our corporate objectives and attract and retain executive talent. Our Compensation Committee monitors the application of Section 162(m) of the Code, as well as developments under Section 162(m) of the Code, and balances the benefits of potentially paying compensation that is deductible under Section 162(m) with our need to have the flexibility to maintain compensation plans that are designed to promote our objectives. Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code. Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other stock-based award.

  91. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the compensation that we paid to, or that was earned by or granted to, each of the NEOs during our fiscal years 2025, 2024, and 2023.

  92. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Mike Rosenbaum Chief Executive Officer | 2025 | 750,000 | — | 12,280,203 | 975,000 | 6,858 | 14,012,061 | | | 2024 | 750,000 | — | 9,594,557 | 915,000 | 5,881 | 11,265,438 | | | 2023 | 750,000 | — | 7,851,062 | 943,500 | 5,930 | 9,550,492 | | John Mullen President | 2025 | 612,500 | — | 13,954,852 | 795,849 | 6,858 | 15,370,059 | | | 2024 | 500,000 | — | 5,863,259 | 610,000 | 5,881 | 6,979,140 | | | 2023 | 500,000 | — | 3,175,326 | 629,000 | 5,930 | 4,310,256 | | Jeff Cooper Chief Financial Officer | 2025 | 464,500 | — | 5,581,941 | 452,715 | 6,775 | 6,505,931 | | | 2024 | 400,000 | — | 5,117,036 | 366,000 | 5,707 | 5,888,743 | | | 2023 | 400,000 | — | 3,628,981 | 377,400 | 5,748 | 4,412,129 | | Winston King Chief Administrative Officer, General Counsel, and Secretary | 2025 | 415,000 | — | 3,014,167 | 404,585 | 6,710 | 3,840,462 | | | 2024 | 397,500 | — | 2,665,134 | 363,700 | 5,699 | 3,432,033 | | | 2023 | 390,000 | — | 1,814,491 | 367,965 | 5,729 | 2,578,185 | | David Peterson Chief Accounting Officer(3) | 2025 | 308,750 | — | 390,763 | 200,681 | 6,536 | 906,730 |

  93. 2025 Summary Compensation Table

    (1)The amounts shown reflect the aggregate grant date fair value of RSUs granted, determined in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the NEOs during the fiscal years presented. Pursuant to SEC rules, these amounts exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 10 of the consolidated financial statements in our 2025 Annual Report, regarding assumptions underlying valuation of equity awards for fiscal years 2025, 2024, and 2023. Details regarding equity awards that are still outstanding can be found in the “Outstanding Equity Awards at Fiscal Year End” table. The aggregate grant fair value of the Performance-Vesting RSUs granted in fiscal year 2025 (which represents 50% of the annual refresh awards granted in fiscal year 2025, other than to Mr. Peterson) at the maximum level of achievement is as follows for Messrs. Rosenbaum, Cooper, Mullen, and King: $15,350,253, $4,186,456, $10,466,139, and $2,260,626 respectively. (2)The amounts reported in the “All Other Compensation” column consist of life insurance premiums and 401(k) matching contributions paid by the Company on behalf of each NEO. Fiscal year 2025 amounts are comprised of $6,000 of 401(k) matching contributions for Messrs. Rosenbaum, Cooper, Mullen, King, and Peterson and the following life insurance premiums for Messrs. Rosenbaum, Cooper, Mullen, King, and Peterson of $858, $775, $858, $710, and $536, respectively. (3)Mr. Peterson was not an NEO during the fiscal years 2024 and 2023.

  94. 2025 Summary Compensation Table

    | Guidewire Software, Inc. | 52 | 2025 Proxy Statement |

  95. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information concerning grants of plan-based awards to each of the NEOs during fiscal year 2025.

  96. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | Estimated Future 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 ($) | | Name | Grant Date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mike Rosenbaum | | | | | | | | | | | Annual Bonus Opportunity | | 375,000 | 750,000 | 1,125,000 | | | | | | | Performance-Vesting RSUs(3) | 9/11/2024 | | | | 18,267 | 36,533 | 91,333 | | 6,140,101 | | Time-Vesting RSUs(4) | 9/11/2024 | | | | | | | 36,533 | 6,140,102 | | John Mullen | | | | | | | | | | | Annual Bonus Opportunity | | 325,000 | 650,000 | 975,000 | | | | | | | Performance-Vesting RSUs(3) | 9/11/2024 | | | | 12,455 | 24,909 | 62,273 | | 4,186,456 | | Time-Vesting RSUs(4) | 9/11/2024 | | | | | | | 24,909 | 4,186,455 | | Time-Vesting RSUs(5) | 9/11/2024 | | | | | | | 33,212(5) | 5,581,941 | | Jeff Cooper | | | | | | | | | | | Annual Bonus Opportunity | | 182,250 | 364,500 | 546,750 | | | | | | | Performance-Vesting RSUs(3) | 9/11/2024 | | | | 8,333 | 16,606 | 24,909 | | 2,790,970 | | Time-Vesting RSUs(4) | 9/11/2024 | | | | | | | 16,606 | 2,790,971 | | Winston King | | | | | | | | | | | Annual Bonus Opportunity | | 157,500 | 315,000 | 472,500 | | | | | | | Performance-Vesting RSUs(3) | 9/11/2024 | | | | 4,484 | 8,967 | 13,451 | | 1,507,084 | | Time-Vesting RSUs(4) | 9/11/2024 | | | | | | | 8,967 | 1,507,083 | | David Peterson | | | | | | | | | | | Annual Bonus Opportunity | | 77,500 | 155,000 | 232,500 | | | | | | | Performance-Vesting RSUs(3) | 9/11/2024 | | | | | | | | | | Time-Vesting RSUs(4) | 9/11/2024 | | | | | | | 2,325 | 390,763 |

  97. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)The amounts shown represent the threshold, target, and maximum amount of potential cash bonus awards provided for under the Bonus Plan. The target amounts are pre-established as a fixed dollar amount. The maximum amounts represent the greatest payout that could have been made if the pre-established performance level was exceeded. Under the Bonus Plan the maximum amount payable was equal to 150% of the target amount if all the performance criteria is above the maximum; however, payout above is at the discretion of our Board. If the threshold amount was achieved for each of the performance criteria, then 50% of the target amount was payable and, if the target amount was achieved for each of the performance criteria, then 100% of the target amount was payable. If achievement is less than the threshold amount for all the performance criteria, 0% was payable. (2)Each grant was approved by our Compensation Committee on the grant date indicated.

  98. Grants of Plan-Based Awards in Fiscal Year 2025

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  99. Grants of Plan-Based Awards in Fiscal Year 2025

    | Table of Contents | Grants of Plan-Based Awards |

  100. Grants of Plan-Based Awards in Fiscal Year 2025

    (3)Performance-Vesting RSUs granted under our 2020 Stock Plan, as described under “Equity Compensation — Performance-Vesting RSUs” above. The aggregate grant date fair value is reported for the probable outcome, which for this purpose is estimated as 100% target achievement. (4)Time-Vesting RSUs granted under our 2020 Stock Plan generally vest quarterly over four years, subject to the executive officer’s continued employment with the Company through each applicable vesting date. (5)Time-Vesting RSUs granted under our 2020 Stock Plan vest 10% per quarter for the first two years and 5% per quarter for the third year, subject to the executive officer’s continued employment with the Company through each applicable vesting date.

  101. Grants of Plan-Based Awards in Fiscal Year 2025

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  102. Outstanding Equity Awards at Fiscal 2025 Year End

    Outstanding Equity Awards at Fiscal 2025 Year End The following table provides information regarding outstanding equity awards, including Time-Vesting RSUs and Performance-Vesting RSUs, and applicable market values at the end of fiscal year 2025. There were no outstanding stock options held by NEOs at the end of fiscal year 2025. All outstanding equity awards were granted pursuant to our 2020 Stock Plan. The outstanding and unvested shares that remain eligible to vest is subject to (i) each applicable NEO’s continued employment through the vesting period and (ii) certain acceleration provisions pursuant to the Executive Agreements entered in by each NEO.

  103. Outstanding Equity Awards at Fiscal 2025 Year End

    | | | Stock Awards | | | | | | | Time-Based | | Performance-Based | | | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mike Rosenbaum | 9/15/2021 (2) | 2,203 | 498,363 | — | — | | | 9/15/2022 (2) | 18,615 | 4,211,085 | — | — | | | 9/15/2022 (3) | 39,713 | 8,983,875 | — | — | | | 9/13/2023 (2) | 29,335 | 6,636,164 | — | — | | | 9/13/2023 (4)(5) | — | — | 52,150 | 11,797,373 | | | 9/11/2024 (2) | 29,684 | 6,715,115 | — | — | | | 9/11/2024 (6)(7) | — | — | 36,533 | 8,264,495 | | John Mullen | 3/15/2022 (8) | 22,405 | 5,068,459 | — | — | | | 9/15/2022 (2) | 7,529 | 1,703,210 | — | — | | | 9/15/2022 (3) | 16,062 | 3,633,546 | — | — | | | 9/13/2023 (2) | 17,927 | 4,055,446 | — | — | | | 9/13/2023 (4)(5) | — | — | 31,869 | 7,209,405 | | | 9/11/2024 (2) | 20,239 | 4,578,467 | — | — | | | 9/11/2024 (6)(7) | — | — | 24,909 | 5,634,914 | | | 9/11/2024 (9) | 23,249 | 5,259,389 | — | — | | Jeff Cooper | 9/14/2021(2) | 970 | 219,433 | — | — | | | 9/15/2022 (2) | 8,605 | 1,946,623 | — | — | | | 9/15/2022 (3) | 18,357 | 4,152,721 | — | — | | | 9/13/2023 (2) | 15,645 | 3,539,212 | — | — | | | 9/13/2023 (5) | — | — | 27,813 | 6,291,857 | | | 9/11/2024 (2) | 13,493 | 3,052,386 | — | — | | | 9/11/2024 (7) | — | — | 16,606 | 3,756,609 |

  104. Outstanding Equity Awards at Fiscal 2025 Year End

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  105. Outstanding Equity Awards at Fiscal 2025 Year End

    | Table of Contents | Outstanding Equity Awards at Fiscal 2024 Year End |

  106. Outstanding Equity Awards at Fiscal 2025 Year End

    | | | Stock Awards | | | | | | | Time-Based | | Performance-Based | | | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Winston King | 9/14/2021 (2) | 588 | 133,017 | — | — | | | 9/15/2022 (2) | 4,303 | 973,425 | — | — | | | 9/15/2022 (3) | 9,179 | 2,076,473 | — | — | | | 9/13/2023 (2) | 8,149 | 1,843,467 | — | — | | | 9/13/2023 (5) | — | — | 14,486 | 3,277,023 | | | 9/11/2024 (2) | 7,286 | 1,648,239 | — | — | | | 9/11/2024 (7) | — | — | 8,967 | 2,028,515 | | David Peterson | 9/14/2021 (2) | 140 | 31,671 | — | — | | | 9/15/2022 (2) | 1,291 | 292,050 | — | — | | | 9/15/2022 (3) | 2,754 | 623,010 | — | — | | | 9/13/2023 (2) | 1,800 | 407,196 | — | — | | | 9/13/2023 (5) | — | — | 3,199 | 723,678 | | | 9/13/2023 (10) | 278 | 62,889 | — | — | | | 9/11/2024 (2) | 1,890 | 427,556 | — | — |

  107. Outstanding Equity Awards at Fiscal 2025 Year End

    (1)The amounts shown are based on a price of $226.22 per share, which was the closing price of our common stock as reported on the NYSE on July 31, 2025. (2)Time-Vesting RSUs vest in equal quarterly installments over four years, commencing on the grant date. (3)Performance-Vesting RSUs vest over three years (33% of 50% of the shares vest after 1 year, then in equal annual installments over 2 years), commencing on September 15, 2022, assuming attainment of predefined financial results for fiscal year 2023, which were attained at 101.8%. The remaining 50% of the shares will vest in year 3 assuming attainment of predefined financial results for fiscal year 2025, which were attained at 120%. (4)Messrs. Rosenbaum and Mullen were granted Performance-Vesting RSUs, which contained an opportunity to increase the number to awards available to vest on September 15, 2026 from 25% to 100% of their respective grant amounts, based on the Company’s achievement of certain CAGR milestones during the September 13, 2023 through September 13, 2026 performance period and an initial stock price of $87.50. (5)Performance-Vesting RSUs cliff vest after three years, commencing on September 15, 2023, assuming attainment of predefined financial results for fiscal years 2024 through 2026. (6)Messrs. Rosenbaum and Mullen were granted Performance-Vesting RSUs, which contained an opportunity to increase the number of awards available to vest on September 15, 2027 from 25% to 100% of their respective grant amounts, based on the Company’s achievement of certain CAGR milestones during the September 11, 2024 through September 11, 2027 performance period and an initial stock price of $152.55. (7)Performance-Vesting RSUs cliff vest after three years, commencing on September 15, 2024, assuming attainment of predefined financial results for fiscal years 2025 through 2027 (8)Time-Vesting RSUs vest over four years (25% cliff vest on the first anniversary of March 15, 2022, then in equal quarterly installments thereafter). (9)Time-Vesting RSUs granted under our 2020 Stock Plan vest over a three-year period with 10% per quarter for the first two years and 5% per quarter for the third year, subject to the executive officer’s continued employment with the Company through each applicable vesting date. (10)Time-Vesting RSUs vest in equal annual installments over two years, commencing on grant date.

  108. Outstanding Equity Awards at Fiscal 2025 Year End

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  109. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 The following table presents certain information concerning the exercise of options by each of the NEOs during the fiscal year ended July 31, 2025, as well as information regarding stock awards that vested during the fiscal year.

  110. Option Exercises and Stock Vested During Fiscal Year 2025

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Mike Rosenbaum | — | — | 80,204 | 14,884,723 | | John Mullen | — | — | 62,583 | 12,278,939 | | Jeff Cooper | — | — | 36,638 | 6,821,503 | | Winston King | 105 | 10,809 | 20,553 | 3,811,893 | | David Peterson | — | — | 5,520 | 1,019,897 |

  111. Option Exercises and Stock Vested During Fiscal Year 2025

    (1)The value realized upon the exercise of stock options is calculated by (i) subtracting the option exercise price from the market price on the date of exercise to get the realized value per share, and (ii) multiplying the realized value per share by the number of shares underlying options exercised. (2)Represents shares of common stock released during fiscal year 2025. (3)The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price of common stock on the day prior to the vesting date.

  112. Option Exercises and Stock Vested During Fiscal Year 2025

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  113. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below reflects, as applicable, cash severance, equity acceleration, and continuation of health benefits payable to our NEOs in connection with (1) the termination of his or her employment relationship without cause not in connection with a change in control, (2) upon a change in control of our Company and no termination of employment (assuming that all equity awards will not be assumed or continued or substituted by the successor entity), and (3) upon an involuntary termination of employment (i.e., a termination without cause or resignation for good reason) within the period commencing two months prior to and ending 12 months following a change in control (assuming that all equity awards will be assumed or continued or substituted by the successor entity), assuming for each of (1), (2), and (3) that the applicable triggering event(s) occurred on July 31, 2025. See section above titled “Post-Employment Compensation.”

  114. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination without Cause Not in Connection with a Change in Control ($) | Change in Control, No Termination of Employment, and No Assumption ($) | Involuntary Termination in Connection with a Change in Control ($) | | Mike Rosenbaum | Cash Severance | 1,500,000(1) | — | 2,250,000(2) | | | Equity Acceleration | — | 28,432,687(3) | 65,353,827(4) | | | Health Benefits | 26,055(5) | — | 39,082(6) | | | Total | 1,526,055 | 28,432,687 | 67,642,909 | | John Mullen | Cash Severance | 500,000(7) | — | 1,000,000(8) | | | Equity Acceleration | —(9) | 24,859,768(3) | 48,106,135(4) | | | Health Benefits | 26,055(5) | — | 26,055(5) | | | Total | 526,055 | 24,859,768 | 49,132,190 | | Jeff Cooper | Cash Severance | 486,000(7) | — | 850,500(8) | | | Equity Acceleration | — | 13,552,162(3) | 23,600,628(4) | | | Health Benefits | 18,829(5) | — | 18,829(5) | | | Total | 504,829 | 13,552,162 | 24,469,957 | | Winston King | Cash Severance | 420,000(7) | — | 735,000(8) | | | Equity Acceleration | — | 6,995,401(3) | 12,300,939(4) | | | Health Benefits | 25,783(5) | — | 25,783(5) | | | Total | 445,783 | 6,995,401 | 13,061,722 | | David Peterson | Cash Severance | 155,000(10) | — | 348,750(11) | | | Equity Acceleration | — | 1,940,515(3) | 2,664,193(4) | | | Health Benefits | 5,759(12) | — | 8,639(13) | | | Total | 160,759 | 1,940,515 | 3,021,582 |

  115. Potential Payments Upon Termination or Change in Control

    (1)Represents 12 months’ continuation of Mr. Rosenbaum’s base salary and payment of one times his target annual bonus opportunity. (2)Represents 1.5 times the sum of each of Mr. Rosenbaum’s base salary and target annual bonus opportunity.

  116. Potential Payments Upon Termination or Change in Control

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  117. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Potential Payments Upon Termination or Change in Control |

  118. Potential Payments Upon Termination or Change in Control

    (3)Represents, as applicable, the value of the acceleration of vesting of 100% of the executive’s unvested Time-Vesting RSUs, 1/3rd of the first tranche FY 2023 performance-vesting RSUs at 101.8% attainment, the second tranche FY 2023 performance-vesting RSUs at 120% attainment, and the FY 2024 and FY 2025 performance-vesting RSUs at 0% attainment, all based on the closing price of our common stock as reported on the NYSE on July 31, 2025, which was $226.22. (4)Represents, as applicable, the value of the acceleration of vesting of 100% of the executive’s unvested Time-Vesting RSUs, 1/3rd of the first tranche FY 2023 performance-vesting RSUs at 101.8% attainment, the second tranche FY 2023 performance-vesting RSUs at 120% attainment, and the FY 2024 and the FY 2025 performance-vesting RSUs at 100% attainment, all based on the closing price of our common stock as reported on the NYSE on July 31, 2025, which was $226.22. In addition, for Messrs. Rosenbaum and Mullen, includes the acceleration of the PSU Kickers at 231% attainment for FY 2024 and 117% attainment for FY 2025. (5)Represents 12 months of payment of COBRA premiums for the executive. (6)Represents 18 months of payment of COBRA premiums for Mr. Rosenbaum. (7)Represents 12 months’ continuation of the executive’s base salary. (8)Represents one times the sum of the executive’s base salary and target annual bonus opportunity. (9)Pursuant to Mr. Mullen’s Amended Executive Agreement, which was entered into in September 2024, if Mr. Mullen’s employment is terminated pursuant to a limited set of defined circumstances within the Company’s control on or prior to July 31, 2026, he will be entitled to the acceleration of vesting of 50% of his outstanding but unvested equity awards. The value of such acceleration of vesting, based on the closing price of our common stock as reported on the NYSE on July 31, 2025, which was $226.22, and Mr. Mullen’s outstanding and unvested equity awards on July 31, 2025, was $18,851,591. (10)Represents one-half times the sum of the executive’s base salary. (11)Represents three-fourths times the sum of the executive’s base salary and target annual bonus opportunity.

  119. Potential Payments Upon Termination or Change in Control

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  120. CEO Pay Ratio

    CEO Pay Ratio Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of every employee reflects the level of their job impact and responsibilities and is competitive within our peer group. Our ongoing commitment to pay equity is critical to our success in supporting a highly engaged workforce with opportunities for all employees to grow, develop, and contribute. Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  121. Methodology and Pay Ratio

    Methodology and Pay Ratio Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the 2025 Summary Compensation Table. Our median employee compensation as calculated using 2025 Summary Compensation Table requirements (excluding health and welfare benefits) was $162,228. Our CEO’s compensation as reported in the 2025 Summary Compensation Table (excluding health and welfare benefits) was $14,011,203. Therefore, our CEO Pay Ratio is approximately 86:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal 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.

  122. Methodology and Pay Ratio

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  123. Pay Versus Performance

    Pay Versus Performance

  124. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth the pay versus performance disclosures required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, for each of the last four completed fiscal years. Because of the emphasis our executive compensation program places on equity compensation, as discussed in “Compensation Discussion and Analysis,” there may be large increases or decreases in the calculation of “compensation actually paid” to our NEOs on a year-to-year basis due to fluctuation in our stock price. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our NEOs.

  125. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2) | Company Total Stockholder Return(4) | Peer Group Total Stockholder Return(5) | Net Income (Loss) (in thousands) | Annual Recurring Revenue (in millions)(6) | | 2025 | 14,012,061 | 29,497,766 | 6,655,796 | 12,960,115 | 192.27 | 162.85 | 69,804 | 1,041 | | 2024 | 11,265,438 | 23,190,434 | 4,182,667 | 9,526,790 | 127.55 | 135.95 | (6,103) | 864 | | 2023 | 9,550,492 | 11,214,092 | 3,940,333 | 4,859,553 | 72.09 | 123.74 | (111,855) | 761 | | 2022 | 10,084,978 | 2,928,935 | 6,354,350 | 3,092,856 | 66.05 | 104.47 | (180,431) | 683 | | 2021 | 8,234,834 | 7,315,842 | 3,007,199 | 2,810,775 | 97.91 | 147.98 | (66,507) | 575 |

  126. Pay Versus Performance Table

    (1)Our principal executive officer for all covered fiscal years was our CEO, Mr. Rosenbaum, and we have referred to him as our CEO throughout this disclosure. (2)We have made adjustments to the 2025 Summary Compensation Table totals—as prescribed by Item 402(v) of Regulation S-K—to calculate the amounts disclosed above as “compensation actually paid.” These adjustments are disclosed in the tables following footnote (6) below under the caption, “Adjustments to Determine Compensation Actually Paid.” Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to: (i) for Time-Vesting RSUs, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for Performance-Vesting RSUs, the same valuation methodology as Time-Vesting RSUs in the immediately preceding clause, except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for RSUs subject to performance-based vesting conditions tied to total stockholder return as granted prior to fiscal year 2021 and during fiscal years 2024 and 2025 (including PSU Kickers for Messrs. Rosenbaum and Mullen), as applicable, estimated fair values of such unvested awards using a Monte Carlo simulation model as of each relevant measurement date in fiscal years 2021 to 2025, as applicable. For additional information on the assumptions used to calculate the valuation of these awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 and prior fiscal years. (3)Our non-CEO NEOs for the fiscal years ended July 31, 2021, July 31, 2022, July 31, 2023, July 31, 2024 and July 31, 2025 are set forth in the second summary table provided below under the caption, “Adjustments to Determine Compensation Actually Paid.” (4)Assumes $100 invested on July 31, 2020 in stock or index, including reinvestment of dividends. (5)Our peer group (the “Peer Group”) is comprised of the S&P Software & Services Select Industry Index, as disclosed in our annual report pursuant to Section 229.201(e)(1)(ii) of Regulation S-K. (6)We selected Annual Recurring Revenue (on a constant currency basis) as the Company-Selected Measure given its inclusion in our quarterly earnings releases and as a financial target in our bonus program and certain equity awards for our management team.

  127. Pay Versus Performance Table

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  128. Pay Versus Performance Table

    | Table of Contents | Pay Versus Performance |

  129. Adjustments to Determine Compensation Actually Paid

    Adjustments to Determine Compensation Actually Paid Compensation actually paid to our CEO represents the “Total” compensation reported in the 2025 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  130. Adjustments to Determine Compensation Actually Paid

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total for CEO(1) | $8,234,834 | $10,084,978 | $9,550,492 | $11,265,438 | $14,012,061 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(2) | $(6,627,872) | $(8,474,034) | $(7,851,062) | $(9,594,557) | $(12,280,203) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(3) | $6,480,263 | $5,558,182 | $9,157,761 | $11,601,927 | $11,280,278 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(3) | $(1,071,147) | $(4,253,689) | $403,027 | $7,682,497 | $12,406,136 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(3) | $656,767 | $600,823 | $795,456 | $1,127,128 | $1,396,694 | | 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(3) | $(357,003) | $(587,325) | $(841,582) | $1,108,001 | $2,682,800 | | 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(3) | $— | $— | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Compensation Actually Paid | $7,315,842 | $2,928,935 | $11,214,092 | $23,190,434 | $29,497,766 |

  131. Adjustments to Determine Compensation Actually Paid

    (1)We have not reported any amounts in our 2025 Summary Compensation Table with respect to “Change in Pension and Non-qualified 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. (2)The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (3)In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our CEO 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. The average compensation actually paid to our non-CEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below), includes the individuals indicated in the table below for each fiscal year:

  132. Adjustments to Determine Compensation Actually Paid

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Jeff Cooper | John Mullen | John Mullen | John Mullen | John Mullen | | Winston King | Jeff Cooper | Jeff Cooper | Jeff Cooper | Jeff Cooper | | Priscilla Hung | Winston King | Winston King | Winston King | Winston King | | Frank O’Dowd | Priscilla Hung | Priscilla Hung | Priscilla Hung | David Peterson | | | Frank O’Dowd | | | |

  133. Adjustments to Determine Compensation Actually Paid

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  134. Adjustments to Determine Compensation Actually Paid

    | Table of Contents | Pay Versus Performance |

  135. Adjustments to Determine Compensation Actually Paid

    Average compensation actually paid to our non-CEO NEOs represents the “Total” compensation reported in the 2025 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  136. Adjustments to Determine Compensation Actually Paid

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total for non-CEO NEOs(1) | $3,007,199 | $6,354,350 | $3,940,333 | $4,182,667 | $6,655,796 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(2) | $(2,274,596) | $(5,568,306) | $(3,061,945) | $(3,411,357) | $(5,735,431) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(3) | $2,167,180 | $3,235,840 | $3,571,601 | $4,125,130 | $5,318,567 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(3) | $(228,438) | $(594,349) | $251,249 | $3,659,623 | $4,651,942 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(3) | $219,589 | $342,075 | $310,205 | $400,716 | $1,012,626 | | 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(3) | $(80,159) | $(104,446) | $(151,890) | $570,011 | $1,056,615 | | 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(3) | $— | $(572,308) | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Compensation Actually Paid | $2,810,775 | $3,092,856 | $4,859,553 | $9,526,790 | $12,960,115 |

  137. Adjustments to Determine Compensation Actually Paid

    (1)We have not reported any amounts in our 2025 Summary Compensation Table with respect to “Change in Pension and Non-qualified 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. (2)The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the 2025 Summary Compensation Table for the applicable year. (3)In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our non-CEO 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.

  138. Relationship Between Financial Performance Measures

    | Table of Contents | Pay Versus Performance |

  139. Relationship Between Financial Performance Measures

    | Table of Contents | Pay Versus Performance |

  140. Pay Versus Performance Measures

    Pay Versus Performance Measures We believe the following performance measures represent the most important measures used by us to link compensation actually paid to the performance of our NEOs for the fiscal year ended July 31, 2025: •Annual Recurring Revenue; •Adjusted Non-GAAP Operating Income (Loss); •Strategic Scorecard Performance; and •Stock Price (for Messrs. Rosenbaum and Mullen)*. *Stock price is a driver of CAGR for Messrs. Rosenbaum’s and Mullen’s PSU Kickers. For additional details regarding our important performance measures, please see the sections titled “Compensation Program Design” and “Executive Compensation Program Elements” in our Compensation Discussion and Analysis as set forth above in this Proxy Statement.

  141. Pay Versus Performance Measures

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