DEF 14A of Freshworks Inc., Apr 17, 2025

DEF 14A of Freshworks Inc.

Filed Apr 17, 2025 · FY20240001544522-25-000015

Open on EDGAR

  1. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE The following table sets forth certain information as of March 31, 2025 concerning the Class I nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting:

  2. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | Name | Class | Age | Position | Director Since | Current Term Expires | Audit Committee (2) | Compensation Committee (3) | Nominating and Corporate Governance Committee | | Director Nominees | | | | | | | | | | Johanna Flower(1) | I | 50 | Director | 2020 | 2025 | | X | | | Randy Gottfried(1) | I | 59 | Director | 2018 | 2025 | Chair* | X | | | Barry Padgett(1) | I | 54 | Director | 2020 | 2025 | | X | X | | Continuing Directors | | | | | | | | | | Roxanne S. Austin(1) | II | 64 | Lead Independent Director | 2021 | 2026 | | | Chair | | Sameer Gandhi(1) | II | 59 | Director | 2019 | 2026 | | Chair | X | | Frank Pelzer(1) | II | 54 | Director | 2023 | 2026 | X* | | | | Dennis Woodside | II | 56 | Director | 2022 | 2026 | | | | | Rathna Girish Mathrubootham | III | 50 | Executive Chairman and Chairman of the Board | 2010 | 2027 | | | | | Zachary Nelson(1) | III | 63 | Director | 2021 | 2027 | X | | | | Jennifer Taylor(1) | III | 52 | Director | 2021 | 2027 | | | X |

  3. INFORMATION REGARDING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    ________________ (1) Independent as defined under the Nasdaq listing rules. (2) Members of our audit committee satisfy heightened independence standards required for audit committee members in accordance with securities regulations and the Nasdaq listing standards, as further detailed below. (3) Members of our compensation committee satisfy heightened independence standards required for compensation committee members in accordance with securities regulations and the Nasdaq listing standards, as further detailed below. * Audit Committee financial expert Set forth below is biographical information for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.

  4. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting Johanna Flower. Ms. Flower has served on our board of directors since February 2020. From January 2022 until November 2022, she served as Chief Marketing Officer of CrowdStrike Holdings, Inc., a cybersecurity technology company, a role she previously held from November 2014 to August 2020. She also has served on the board of directors of CrowdStrike since January 2023 and served on the board of directors of ForgeRock, Inc., a digital identity technology company, from July 2021 until August 2023. Ms. Flower also serves on the board of directors of several privately-held companies. Ms. Flower holds a B.A. in Business Administration from Brighton University, United Kingdom. We believe Ms. Flower is qualified to serve as a member of our board of directors because of her significant management and leadership experience in the technology industry. Randy Gottfried. Mr. Gottfried has served on our board of directors since September 2018. From January 2015 to April 2017, Mr. Gottfried served as Chief Financial Officer of AppDynamics, Inc., an application performance management and IT operations analytics company. From January 2019 until May 2023, Mr. Gottfried served on the board of directors of Sumo Logic, Inc., a cloud-based machine data analytics company. Since August 2021, Mr. Gottfried has served on the board of directors of Attentive Mobile, Inc., a marketing technology company. Mr. Gottfried holds a B.B.A in Accounting from the University of Michigan and an M.B.A. in Strategy and Marketing from Northwestern University, Kellogg School of Management. We believe Mr. Gottfried is qualified to serve as a member of our board of directors because of his experience serving on the board of directors of public companies and his knowledge of the industry. Barry Padgett. Mr. Padgett has served on our board of directors since February 2020. From February 2022 to May 2024, he served as Chief Executive Officer for Amperity, Inc., an enterprise customer data platform. From May 2020 to February 2022, he served as the Chief Operating Officer of Amperity and from April 2019 to April 2020, Mr. Padgett served as Chief Revenue Officer for Stripe, Inc., a financial services and software-as-a-service company. From January 2016 to March 2019, Mr. Padgett served as President of SAP, a software and information technology services company. Mr. Padgett holds a B.S. in Applied Mathematics from Union College, an M.B.A. from the University of New South Wales and an M.S. in Software Engineering from the University of Oxford. We believe Mr. Padgett is qualified to serve as a member of our board of directors because of his significant leadership experience in the industry.

  5. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting Roxanne S. Austin. Ms. Austin has served as a member of our board of directors since May 2021. Since December 2004 she has served as the President and Chief Executive Officer of Austin Investment Advisors, a private investment and consulting firm. From 2016 until 2023, she chaired the U.S. Mid-Market Investment Advisors Committee of EQT Partners, an investment organization. Previously, Ms. Austin has held a series of executive positions, including President and CEO of Move Networks, Inc. from 2008 to 2010, President and CEO of DIRECTV, Inc. from 2000 to 2004 and Executive Vice President and Chief Financial Officer of Hughes Electronics Corporation from 1997 to 2000. She is also a former partner of Deloitte & Touche LLP. Ms. Austin served on the board of directors of Target Corporation from 2002 to 2020 and on the board of directors of Abbott Laboratories Inc. from 2000 to April 2022. Ms. Austin currently serves on the boards of directors of several public companies including Verizon Communications, Inc., CrowdStrike Holdings, Inc., and AbbVie, Inc. Ms. Austin holds a B.B.A. in Accounting and Business Administration from the University of Texas at San Antonio. We believe Ms. Austin is qualified to serve as a member of our board because of her extensive business and operational expertise and experience serving on the boards of directors of public companies. Sameer Gandhi. Mr. Gandhi has served on our board of directors since December 2019. Since June 2008, Mr. Gandhi has served as a partner of Accel, a venture capital firm, where he focuses on consumer, software and services companies. Mr. Gandhi currently serves on the board of directors of CrowdStrike, and also serves on the boards of directors of several privately-held companies. Mr. Gandhi holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology and an M.B.A. from the Stanford Graduate School of Business. We believe Mr. Gandhi is qualified to serve as a member of our board of directors because of his extensive investment and business expertise in the technology industry. Frank Pelzer. Mr. Pelzer has served on our board of directors since July 2023. Since January 2025, he has served as Chief Operating Officer of Spotnana, a provider of modern travel infrastructure. From May 2018 to November 2024, he served as the Executive Vice President and Chief Financial Officer of F5, Inc., a multi-cloud application services and security company. From August 2015 until May 2018, Mr. Pelzer served as the President and Chief Operating Officer of the Cloud Business Group at SAP. From March 2019 until March 2023, Mr. Pelzer served on the board of directors of Duck Creek Technologies, Inc. and, from May 2013 until April 2022, Mr. Pelzer served on the board of directors of Benefitfocus, Inc. Mr. Pelzer received a B.A. from Dartmouth College and an M.B.A. from the Tuck School of Business at Dartmouth College. We believe that Mr. Pelzer is qualified to serve as a member of our board of directors because of his extensive experience in the enterprise technology sector as both an operator and public company director. Dennis Woodside. Mr. Woodside has served as our Chief Executive Officer since May 2024 and as our President and as a member of our board of directors since September 2022. He served on the board of directors for ServiceNow, Inc., a service management software company, from April 2018 to August 2022. Mr. Woodside served as President of Impossible Foods Inc., a company that develops plant-based substitutes for meat products, from March 2019 until August 2022. From April 2014 to September 2018, Mr. Woodside served as Chief Operating Officer of Dropbox, Inc., a provider of cloud storage, file synchronization, personal cloud, and client software services. From May 2012 to April 2014, Mr. Woodside served as Chief Executive Officer for Motorola Mobility LLC, a consumer electronics and telecommunications company. From 2003 to 2011, Mr. Woodside held various roles at Google. Mr. Woodside holds a B.S. in Industrial Relations from Cornell University and a J.D. from Stanford Law School. We believe that Mr. Woodside is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our Chief Executive Officer and President and because of his extensive leadership and operating experience.

  6. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting Rathna Girish Mathrubootham. Mr. Mathrubootham is a co-founder of our company and has served as our Executive Chairman since May 2024, as our Chief Executive Officer from October 2010 to April 2024, as a member of our board of directors since August 2010, and as Chairman since May 2021. Mr. Mathrubootham holds a B.E. in Electrical and Electronics from Shanmugha Arts, Science, Technology and Research Academy, and an M.B.A. from the University of Madras. We believe that Mr. Mathrubootham is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our co-founder and because of his extensive experience with technology companies. Zachary Nelson. Mr. Nelson has served on our board of directors since August 2021. From July 2002 to June 2017, Mr. Nelson served as Chief Executive Officer at NetSuite Inc., a business management software company that was acquired by Oracle Corporation, a computer technology company, in November 2016. Since June 2018, Mr. Nelson has served on the board of directors of PagerDuty Inc., an incident management platform company. Mr. Nelson also currently serves on the board of directors of privately-held Acumatica, Inc. Mr. Nelson holds a B.S. in Biological Sciences and an M.A. in Anthropology from Stanford University. We believe that Mr. Nelson is qualified to serve as a member of our board of directors because of his extensive experience working in the technology sector and senior leadership experience at technology companies. Jennifer Taylor. Ms. Taylor has served on our board of directors since September 2021. Since February 2024, Ms. Taylor has served as President of Plaid Inc., a financial services company. She served as Chief Product Officer and Senior Vice President of Products at Cloudflare, Inc., a website security company, from June 2017 until December 2023. From August 2015 to June 2017, Ms. Taylor served as Senior Vice President of Product Management for Data.com and Search at Salesforce.com, Inc., a cloud-based software company. Ms. Taylor holds a B.A. in Public Policy from Brown University and an M.B.A. from Harvard Business School. We believe Ms. Taylor is qualified to serve as a member of our board of directors because of her product development expertise and strong experience in the technology industry.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  8. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth certain information with respect to the compensation earned by or paid to our directors for the fiscal year ended December 31, 2024, other than Dennis Woodside, our Chief Executive Officer and President, and Rathna Girish Mathrubootham, our Executive Chairman, each of whom is also a member of our board of directors but did not receive any additional compensation for service as a director. The compensation paid to Mr. Woodside and Mr. Mathrubootham is set forth in “Executive Compensation.”

  9. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Roxanne S. Austin | — | 251,219(3) | 251,219 | | Johanna Flower | — | 234,610(4) | 234,610 | | Sameer Gandhi | — | 245,834(5) | 245,834 | | Randy Gottfried | 62,000 | 193,636(6) | 255,636 | | Zachary Nelson | — | 237,065(7) | 237,065 | | Barry Padgett | 46,000 | 193,636(8) | 239,636 | | Frank Pelzer | 44,500 | 193,636(9) | 238,136 | | Jennifer Taylor | — | 231,191(10) | 231,191 |

  10. 2024 Director Compensation Table

    ________________ (1) The amounts disclosed represent the aggregate grant date fair value of the restricted stock units granted to our non-employee directors during 2024 under our 2021 Equity Incentive Plan (the “2021 Plan”), computed in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 718. The assumptions used in calculating the grant date fair value of the restricted stock units are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting of the restricted stock units, or the sale of any common stock acquired under such restricted stock units. (2) As of December 31, 2024, the number of unvested shares subject to outstanding restricted stock unit awards held by each non-employee director was as follows: Ms. Austin — 72,406 shares; Ms. Flower — 29,176 shares; Mr. Gandhi — 15,116 shares; Mr. Gottfried — 15,116 shares; Mr. Nelson — 99,486 shares; Mr. Padgett — 27,616 shares; Mr. Pelzer — 25,130 shares; and Ms. Taylor — 99,486 shares. (3) Includes (i) an aggregate of 4,109 shares of fully-vested Class A common stock granted to Ms. Austin pursuant to her election to receive such shares in lieu of the cash retainer for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, and December 31, 2024 pursuant to our non-employee director compensation program, granted on April 1, 2024, July 1, 2024, October 1, 2024, and January 2, 2025, respectively, (the “Quarterly Retainer Grants”) and (ii) a restricted stock unit award for 15,116 shares of our Class A common stock granted on July 1, 2024 pursuant to our non-employee director compensation program. (4) Includes (i) an aggregate of 2,924 shares of fully-vested Class A common stock granted to Ms. Flower pursuant to her election to receive such shares in lieu of the cash retainer as Quarterly Retainer Grants and (ii) a restricted stock unit award for 15,116 shares of our Class A common stock granted on July 1, 2024 pursuant to our non-employee director compensation program. (5) Includes (i) an aggregate of 3,725 shares of fully-vested Class A common stock granted to Mr. Gandhi pursuant to his election to receive such shares in lieu of the cash retainer as Quarterly Retainer Grants and (ii) a restricted stock unit award for 15,116 shares of our Class A common stock granted on July 1, 2024 pursuant to our non-employee director compensation program. (6) Represents a restricted stock unit award for 15,116 shares of our Class A common stock granted to Mr. Gottfried on July 1, 2024 pursuant to our non-employee director compensation program. (7) Includes (i) an aggregate of 3,099 shares of fully-vested Class A common stock granted to Mr. Nelson pursuant to his election to receive such shares in lieu of the cash retainer as Quarterly Retainer Grants and (ii) a restricted stock unit award for 15,116 shares of our Class A common stock granted on July 1, 2024 pursuant to our non-employee director compensation program. (8) Represents a restricted stock unit award for 15,116 shares of our Class A common stock granted to Mr. Padgett on July 1, 2024 pursuant to our non-employee director compensation program. (9) Represents a restricted stock unit award for 15,116 shares of our Class A common stock granted to Mr. Pelzer on July 1, 2024 pursuant to our non-employee director compensation program. (10) Includes (i) an aggregate of 2,680 shares of fully-vested Class A common stock granted to Ms. Taylor pursuant to her election to receive such shares in lieu of the cash retainer as Quarterly Retainer Grants and (ii) a restricted stock unit award for 15,116 shares of our Class A common stock granted on July 1, 2024 pursuant to our non-employee director compensation program.

  11. Non-Employee Director Compensation

    Non-Employee Director Compensation We have adopted an amended and restated non-employee director compensation program pursuant to which each of our directors who is not an employee or consultant of our company will be eligible to receive compensation for service on our board of directors and committees of our board of directors. Below is a description of the compensation to which our directors were entitled in 2024, as well as the changes to our director compensation program that became effective January 1, 2025.

  12. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Our board of directors currently consists of ten members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our directors are divided into the three classes as follows: •the Class I directors are Johanna Flower, Randy Gottfried, and Barry Padgett, whose terms will expire at the Annual Meeting; •the Class II directors are Roxanne S. Austin, Sameer Gandhi, Frank Pelzer, and Dennis Woodside, whose terms will expire at the annual meeting of stockholders to be held in 2026; and •the Class III directors are Rathna Girish Mathrubootham, Zachary Nelson, and Jennifer Taylor, whose terms will expire at the annual meeting to be held in 2027. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the board of directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Freshworks. Our board of directors expects to review this structure periodically to ensure that it continues to be the appropriate board structure for our company. Each of Ms. Flower, Mr. Gottfried, and Mr. Padgett is currently a member of our board of directors, and, at the recommendation of our nominating and governance committee, has been nominated for reelection to serve as a Class I director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2028 and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee, if any, proposed by Freshworks. Each person nominated for election has agreed to serve if elected. Our Board of Directors Recommends A Vote FOR The Election of Each Named Nominee.

  13. Executive Summary

    Our 2024 Compensation Highlights Our executive compensation program has three primary elements: base salary, performance bonus, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Performance bonuses reward the achievement of short-term company financial goals, while long-term incentives drive our named executive officers to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our compensation program, the compensation committee made the following executive compensation decisions for 2024: •Base Salaries. In March 2024, the compensation committee approved merit-based salary increases for certain of the then-serving named executive officers. •Performance Bonuses. In early 2024, the compensation committee established rigorous and challenging 2024 performance goals for the Company under our officer cash incentive plan (“Bonus Plan”), based on Net New ARR and Non-GAAP Operating Margin (see below under the heading “—Elements of Our 2024 Executive Compensation Program—Performance Bonuses” for definitions of and more details regarding these metrics). •Long-Term Equity Incentives. In early 2024, the compensation committee and, with respect to Mr. Woodside and Mr. Mathrubootham, the board of directors granted long-term equity incentive awards to each of our then-serving named executive officers in the form of restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”) that could be earned based on both the achievement of certain revenue and free cash flow targets and the recipient’s continued service to the Company. The addition of PRSUs with financial performance metrics to our executive compensation program furthers our pay-for-performance philosophy and better aligns us with the practices of our peer companies. See below under the heading “—Elements of Our 2024 Executive Compensation Program—Long-Term Equity Incentives” for definitions of the PRSU performance measures and more details regarding the 2024 RSUs and PRSUs. In connection with the grant of his long-term equity incentive awards, the compensation committee and the board of directors determined to cancel Mr. Mathrubootham’s outstanding PRSU award for the reasons discussed under “—Cancellation of Mathrubootham PRSU Grant” below.

  14. Best Compensation Practices & Policies

    | What We Do | | What We Don’t Do | | | ü | Emphasize variable pay over fixed pay, with a significant portion tied to our operating results and stock performance | û | No guaranteed salary increases or incentive payments | | ü | Provide for “double-trigger” equity award vesting and severance benefits upon a change in control | û | No significant perquisites and no tax gross-ups upon a change in control of the Company | | ü | Maintain anti-hedging and anti-pledging policies | û | No excessive risk-taking in our compensation programs | | ü | Retain an independent compensation consultant reporting directly to the compensation committee | û | No supplemental executive retirement plans or pension plans | | ü | Maintain employment agreements with the named executive officers providing for specific terms of employment or severance benefits | | | | ü | Review the executive compensation philosophy and strategy to ensure each component is designed to drive the desired behaviors to support business growth and stockholder value as well as ensure market competitiveness and appropriateness | | | | ü | Maintain a clawback policy and stock ownership guidelines | | |

  15. 2024 Peer Group

    2024 Peer Group In October 2023, the compensation committee approved the following peer group of companies for executive pay and program comparison purposes for fiscal year 2024, taking into consideration the recommendations of its independent compensation advisor, as well as other factors including similarity in industry, revenue, market capitalization, and complexity and with which we compete for top executive talent:

  16. 2024 Peer Group

    | Alteryx, Inc.(AYX) | Confluent, Inc. (CFLT) | MongoDB, Inc. (MDB) | | AppFolio, Inc. (APPF) | Dropbox, Inc. (DBX) | New Relic, Inc. | | Asana, Inc. (ASAN) | Five9, Inc. (FIVN) | Smartsheet Inc. (SMAR) | | Braze, Inc. (BRZE) | GitLab, Inc. (GTLB) | Sprinklr, Inc. (CXM) | | C3.ai, Inc. (AI) | Guidewire Software, Inc. (GWRE) | Workiva Inc. (WK) | | Cloudflare, Inc. (NET) | Hubspot, Inc. (HUBS) | |

  17. Elements of Our 2024 Executive Compensation Program

    Elements of Our 2024 Executive Compensation Program Base Salaries The base salaries of our named executive officers are an important part of their total compensation package and are intended to provide a stable level of fixed compensation to our executive officers for performance of their day-to-day responsibilities. In 2024, the compensation committee targeted the 75th percentile of our peer group with respect to total target cash compensation (base salary and target performance bonus opportunity) due to the competitiveness of the market for hiring and retention of executive talent and reasonableness in relation to our peer group. In February 2024, the compensation committee reviewed the base salaries of our named executive officers. The compensation committee approved increases to base salaries in amounts ranging from approximately 9.5% to approximately 20.0% for Mr. Mathrubootham, Mr. Woodside, Mr. Sloat, and Mr. Ramamurthy, with such increases being determined as appropriate to bring each of their base salaries and total target cash compensation closer to the 75th percentile of market data. Ms. Yamamoto did not receive an increase to her base salary for 2024 since she joined the Company in November 2023, and her base salary was set in connection with the commencement of her employment. The 2024 base salaries of our named executive officers are reflected below.

  18. Elements of Our 2024 Executive Compensation Program

    Performance Bonuses Our Bonus Plan applies to our senior executives, including all of our named executive officers. The Bonus Plan provides for the opportunity to earn cash bonuses based upon the attainment of certain corporate, financial, or operational measures or objectives for each quarter of the fiscal year. The corporate performance goals and incentive formulas are adopted annually by the compensation committee at the beginning of the year and communicated to each participant. In February 2024, our compensation committee reviewed the 2024 target bonuses for our then-serving named executive officers. The target bonus amounts were chosen based on applicable market data comparisons provided by Compensia and input from our then-serving Chief Executive Officer (with respect to our named executive officers other than his own). The 2024 target bonuses of our named executive officers are reflected below and each participant’s target bonus amount corresponds to attainment of 100% of the corporate performance goals.

  19. Elements of Our 2024 Executive Compensation Program

    | Named Executive Officer | 2024 Target Bonus Amount ($) | | Dennis Woodside | 550,000 | | Rathna Girish Mathrubootham | 600,000 | | Tyler Sloat | 360,000 | | Mika Yamamoto | 315,000 | | Srinivasagopalan Ramamurthy | 345,000 |

  20. Elements of Our 2024 Executive Compensation Program

    2024 Performance Goals For 2024, our board of directors determined that the Bonus Plan would provide for payouts of performance-based bonuses on a quarterly basis and set quarterly performance targets. The compensation committee, with input from management, approved Net New ARR and Non-GAAP Operating Margin as the primary performance measures used to determine bonus payments under the Bonus Plan for the 2024 plan year. Non-GAAP Operating Margin had previously served as a “gating” performance measure used to set a required threshold level of financial performance before quarterly bonus payments based on Net New ARR achievement would be made. The performance measures were weighted as follows: 70% for Net New ARR and 30% for Non-GAAP Operating Margin. Net New ARR is an operating measure that we define as bookings less churn and excludes the impact of foreign currency exchange rates and ARR from acquisitions (as such terms are used in the ordinary course by our finance group and as determined by our Chief Financial Officer). Non-GAAP Operating Margin is a non-GAAP financial measure, which represents the GAAP income (loss) from operations, excluding the impact of stock-based compensation, amortization of acquired intangibles and acquisition related expenses, as a percentage of total revenue. The compensation committee selected these performance measures because it believed that they were appropriate drivers for our business as they provided a balance between generating revenue and managing our expenses. The Company manages its business based on these measures as it believes Net New ARR is an indicator of future long-term revenue growth and Non-GAAP Operating Margin is an important indicator of our ability to effectively manage operating expenses given our revenue growth. The Net New ARR company performance multiplier was calculated using interpolation of actual achievement of Net New ARR versus target for such quarter (to determine the applicable attainment range) relative to the payout range in accordance with the following: (1) if attainment of Net New ARR was below 85% of target, there was a 0% Net New ARR company multiplier; (2) if attainment of Net New ARR was at or above 85% through below 100% of target, there was a 75% to below 100% Net New ARR company multiplier; (3) if attainment of Net New ARR was at or above 100% through below 115% of target, there was a 100% to below 128% Net New ARR company multiplier; (4) if attainment of Net New ARR was at or above 115% through below 125% of target, there was a 128% to below 150% Net New ARR company multiplier; and (5) if attainment of Net New ARR was above 125% attainment, there was a 150% Net New ARR company multiplier. The Non-GAAP Operating Margin company performance multiplier was calculated based on the company’s actual Non-GAAP Operating Margin attainment relative to the applicable Non-GAAP Operating Margin target for such quarter. The Non-GAAP Operating Margin threshold was 1.5% less than the Non-GAAP Operating margin target for the applicable quarter (“Non-GAAP Operating Margin Threshold”). The Non-GAAP Operating Margin company performance multiplier was either (i) 0% if the Non-GAAP Operating Margin achievement for the applicable quarter was below the Non-GAAP Operating Margin Threshold for such quarter; or (ii) 100% if the Non-GAAP Operating Margin achievement for the applicable quarter was at or above the Non-GAAP Operating Margin Threshold for such quarter. Target levels for the 2024 performance goals were set in February 2024 for the full year, with the quarterly target levels for each performance metric for 2024 as set forth in the table below.

  21. Elements of Our 2024 Executive Compensation Program

    | Performance Metrics | Weight | Q1 FY24 Target | Q2 FY24 Target | Q3 FY24 Target | Q4 FY24 Target | | Net New ARR | 70% | $25.7 million | $29.5 million | $30.5 million | $36.2 million | | Non-GAAP Operating Margin | 30% | 9.4% | 4.3% | 9.2% | 11.6% |

  22. Elements of Our 2024 Executive Compensation Program

    | Performance Metrics | Weight | Q1 FY24 Attainment | Q2 FY24 Attainment | Q3 FY24 Attainment | Q4 FY24 Attainment | | Net New ARR | 70% | $22.5 million | $24.4 million | $21.2 million | $31.9 million | | Non-GAAP Operating Margin | 30% | 13.4% | 5.6% | 12.8% | 20.2% |

  23. Elements of Our 2024 Executive Compensation Program

    | Named Executive Officer | Aggregate Bonus Earned ($) | Percentage of 2024 Target Variable Pay (%)(1) | | Dennis Woodside | 308,125 | 57.3 | | Rathna Girish Mathrubootham | 326,375 | 56.8 | | Tyler Sloat | 193,678 | 56.5 | | Mika Yamamoto | 172,958 | 56.9 | | Srinivasagopalan Ramamurthy(2) | 88,153 | 36.0 |

  24. Elements of Our 2024 Executive Compensation Program

    ________________ (1) The 2024 Target Variable Pay reflects the actual target variable pay in effect for each named executive officer for fiscal year 2024, taking into account any annual compensation cycle increases to the named executive officer’s target variable pay that took effect on April 1, 2024. (2) Mr. Ramamurthy served as our Chief Product Officer until October 2024 and left the Company in December 2024 and therefore participated in the 2024 Cash Incentive Plan on a prorated basis for fiscal year 2024. Mr. Ramamurthy’s 2024 Target Variable Pay reflects what his Target Variable Pay would have been for the full year. Long-Term Equity Incentives We grant equity incentive awards to directors, employees and certain consultants of our company and our affiliates to enable us to obtain and retain services of these individuals, which we believe is essential to our long-term success. Individual long-term equity incentive grants are determined by the compensation committee based on a number of factors, including current corporate and individual performance, the retention value of outstanding equity holdings, historical value of prior stock grants, internal equity among executives and market data provided by our independent compensation consultant. Each year, the compensation committee reviews and considers whether further refinements to our compensation program are needed. We believe that strong long-term corporate performance can be achieved with a compensation program that encourages a multi-year focus by our executive officers through the use of equity compensation, the value of which depends on the achievement of certain Company performance targets. For this reason, and to further align the interests of our executive officers with the interests of our stockholders, effective March 1, 2024, the compensation committee and board of directors approved the grant of a mix of time-based RSUs and PRSUs that could be earned based on financial performance measures to our named executive officers, including Mr. Woodside and Mr. Mathrubootham. See “—Executive Summary— Notable Changes since Fiscal Year 2023” for discussion of the compensation committee’s and board’s decision to cancel Mr. Mathrubootham’s outstanding PRSU award and grant him annual RSU and PRSU awards in 2024. In addition, our board of directors approved the grant, effective March 1, 2024, to Mr. Sloat of a special refresh equity award. The special refresh equity award is a time-based RSU award that vests in equal quarterly installments over two years from the grant date, subject to Mr. Sloat’s continued service as of each vesting date. With regards to the annual long-term incentive awards, 70% of the value of each executive’s 2024 annual long-term equity incentive award was granted in the form of time-based RSUs that vest in equal quarterly installments over four years, subject to the recipient’s continued service as of each vesting date. Thirty percent (30%) of the value of each executive’s annual long-term equity incentive award was granted in the form of PRSUs. The number of PRSUs that were earned was based on our achievement of certain revenue and free cash flow targets over the performance period from January 1, 2024 through December 31, 2024 (the “Performance Period”), 70% based on attainment of the revenue performance metric (the “revenue PRSUs”) and 30% based on attainment of the free cash flow performance metric (the “free cash flow PRSUs”), as described in more detail below. One third of the PRSUs earned based on performance vested on March 1, 2025, following the compensation committee’s certification of the achievement of the revenue and free cash flow targets over the Performance Period, and the remainder will vest in equal quarterly installments over the subsequent two years, subject to the recipient’s continued service as of each vesting date. The compensation committee selected these performance measures for the 2024 PRSUs because it believed that they were appropriate drivers for our business as we believe revenue growth and liquidity are important financial measures for the long-term growth of the Company. We define free cash flow as net cash provided by (used in) operating activities, less purchases of property and equipment, and capitalized internal-use software costs. We believe that free cash flow is a useful indicator of liquidity as it measures our ability to generate cash from our core operations after purchases of property and equipment. Free cash flow is a measure to determine, among other things, cash available for strategic initiatives, including further investments in our business and potential acquisitions of businesses. The number of revenue PRSUs earned was based on the level of revenue achievement with linear interpolation used to calculate the payout range in accordance with the following: (1) if attainment of revenue was below 92% of target, there was a 0% payout for revenue PRSUs; (2) if attainment of revenue was at or above 92% through below 96% of target, there was 75% to below 85% payout for revenue PRSUs; (3) if attainment of revenue was at or above 96% through below 100% of target, there was 85% to below 100% payout for revenue PRSUs; (4) if attainment of target revenue was at or above 100% through below 104% of target, there was 100% to below 115% payout for revenue PRSUs; (5) if attainment of revenue was at or above 104% through below 108% of target, there was 115% to below 130% payout for revenue PRSUs; (6) if attainment of revenue was at or above 108% through below 113% of target, there was 130% to below 145% payout for revenue PRSUs; (7) if attainment of revenue was at or above 113% through below 117% of target, there was 145% to below 160% payout for revenue PRSUs; (8) if attainment of revenue was at or above 117% through below 121% of target, there was 160% to below 180% payout for revenue PRSUs; (9) if attainment of revenue was at or above 121% through below 125% of target, there was 180% to below 200% payout for revenue PRSUs; and (10) if attainment of revenue was at or above 125% of target, there was a 200% payout for revenue PRSUs. The number of free cash flow PRSUs earned was based on the level of free cash flow achievement with linear interpolation used to calculate the payout range in accordance with the following: (1) if attainment of free cash flow was below 70% of target, there was a 0% payout for free cash flow PRSUs; (2) if attainment of free cash flow was at or above 70% through below 100% of target, there was 75% to below 100% payout for free cash flow PRSUs; (3) if attainment of free cash flow was at or above 100% through below 105% of target, there was 100% to below 105% payout for free cash flow PRSUs; (4) if attainment of free cash flow was at or above 105% through below 113% of target, there was 105% to below 113% payout for free cash flow PRSUs; (5) if attainment of free cash flow was at or above 113% through below 117% of target, there was 113% to below 117% payout for free cash flow PRSUs; (6) if attainment of free cash flow was at or above 117% through below 121% of target, there was 117% to below 121% payout for free cash flow PRSUs; (7) if attainment of free cash flow was at or above 121% through below 125% of target, there was 121% to below 125% payout for free cash flow PRSUs; (8) if attainment of free cash flow was at or above 125%, there was a 125% payout for free cash flow PRSUs.

  25. Elements of Our 2024 Executive Compensation Program

    | Performance Metrics | Target ($ in millions) | Attainment ($ in millions) | Interpolated Achievement (% of Target) | Weight (%) | PRSU Payout (%) | | Revenue | 712.0 | 698.1 | 92.7 | 70 | 102.3 | | Free Cash Flow | 122.5 | 152.6 | 124.6 | 30 | |

  26. Elements of Our 2024 Executive Compensation Program

    The following table sets forth the RSUs and PRSUs (at target) granted to our named executive officers in 2024 and the actual number of PRSUs earned based on performance, a portion of which vested upon compensation committee certification of performance and the remainder of which remain subject to continued time-based vesting as described above:

  27. Elements of Our 2024 Executive Compensation Program

    | Named Executive Officer | Approved Value ($)(1) | Annual RSU Award (# of RSUs) | Special Equity Refresh (# of RSUs) | Target Annual PRSU Award (# of PRSUs) | PRSU Award Earned (# of PRSUs)(2) | | Dennis Woodside | 15,000,000 | 489,815 | - | 209,920 | 214,748 | | Rathna Girish Mathrubootham | 19,000,000 | 620,432 | - | 265,899 | 272,014 | | Tyler Sloat | 10,000,000(3) | 195,926 | 186,596 | 83,968 | 85,899 | | Mika Yamamoto | 3,500,000 | 114,290 | - | 48,981 | 50,107 | | Srinivasagopalan Ramamurthy(4) | 6,000,000 | 195,926 | - | 83,968 | - |

  28. Elements of Our 2024 Executive Compensation Program

    (1) All awards were granted effective as of March 1, 2024. The dollar values shown in this column are based on the targeted value that was approved by our board of directors and/or compensation committee for each NEO in 2024 and do not necessarily correspond with the accounting grant date fair values reported for such awards in the “Summary Compensation Table” and “Grants of Plan-Based Awards Table.” Consistent with our standard practice, the number of RSUs and target number of PRSUs granted to our NEOs was determined by dividing the applicable approved dollar by the average closing price of our Class A common stock over the 30 consecutive trading days immediately preceding the grant date. (2) The number of PRSUs earned under each PRSU award is calculated by multiplying the target number of PRSUs by the total payout percentage of 102.3%, rounded down to the nearest whole share. (3) Our board of directors approved a value of $6,000,000 with respect to Mr. Sloat’s annual awards and $4,000,000 with respect to Mr. Sloat’s special equity refresh award. (4) Mr. Ramamurthy did not earn any 2024 PRSUs as his employment with us ended prior to the certification date of the PRSUs. Cancellation of Mathrubootham PRSU Grant As previously disclosed, on September 12, 2021, in recognition of Mr. Mathrubootham’s instrumental role in achieving our strategic and business goals and the significant potential impact of his role on an ongoing basis, our board of directors approved grants of (1) a time-vesting RSU award in respect of 3,000,000 shares that vests in equal quarterly installments over four years, and (2) an RSU award in respect of up to 6,000,000 shares that was subject to both a continued service requirement and certain stock price hurdle requirements that could be achieved over a seven-year performance period (the “Stock Price PRSU Award”). These awards were designed to provide multi-year retention incentives for Mr. Mathrubootham and to align achievement of business and operating objectives with long-term stockholder value creation. At the time that the Stock Price PRSU Award was granted, our board of directors believed that achievement of the performance targets at or above the stock price hurdle requirements described below would result in significant value for our stockholders over the performance period. Given the multi-year structure, our board of directors determined when the Stock Price PRSU Award was granted in 2021 that Mr. Mathrubootham would not be granted additional equity-based incentive awards for at least the next four years, and Mr. Mathrubootham did not receive any additional equity awards in 2022 or 2023. In February 2024, our compensation committee and board of directors decided to cancel the Stock Price PRSU Award effective March 1, 2024. In making this determination, our compensation committee and board of directors considered the fact that while long-term equity incentive programs align the interests of executives and the Company’s stockholders over the long term, as a result of macroeconomic conditions that were entirely outside the control of the Company’s leadership team, the stock price hurdles were too far ahead of the then-current stock price for the Stock Price PRSU Award to have the retention value expected at the time the award was granted. In connection with the cancellation of the Stock Price PRSU Award, Mr. Mathrubootham received the 2024 RSUs and PRSUs described above consistent with the equity program offered in 2024 to all other named executive officers.

  29. Other Features of Our Compensation Program

    Other Features of Our Compensation Program Employment Offer Letters We entered into offer letters with each of our current named executive officers setting forth the terms and conditions of employment. These agreements provide for “at will” employment with the Company and certain change of control and severance terms. See below under the heading, “Executive Compensation—Employment Arrangements” for more information. Severance and Change in Control Benefits Each of our current named executive officers is eligible for certain single and double-trigger severance benefits pursuant to their employee offer letters as described under “—Potential Payments upon Termination or Change in Control” below. The compensation committee believes that the limited severance benefits granted to our named executive officers upon a termination without cause is a competitive market feature to attract and retain high caliber executive officers because it allows our executives to receive value in the event of certain terminations of employment that are beyond their control and to aid in orderly transitions. The compensation committee also believes that the double-trigger structure of our change in control severance benefits avoids an unintended windfall to executives in the event of a friendly change in control, but still provides them appropriate incentives to remain an employee in good standing during periods surrounding a change in control transaction in which they believe they could lose their jobs. Inducement Plan In August 2022, the compensation committee adopted an inducement plan (the “Inducement Plan”) pursuant to which the Company reserved 10,000,000 shares of Class A common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules. The Inducement Plan provides for the grant of equity-based awards in the form of nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, and other awards. The Inducement Plan was adopted by the Company without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Marketplace Rules. 401(k) Plan Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (“Roth”) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). Since inception of the 401(k) plan, the Company has not made any company matching or discretionary contributions to the 401(k) plan. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan. Employee Benefit Plans Our named executive officers are eligible to participate in all of our employee benefit plans, such as the 401(k) plan (see the section above titled “401(k) Plan”), medical, dental, vision, disability, life, and accidental death and dismemberment insurance, in each case on the same basis as other employees. We do not currently have qualified or nonqualified defined benefit plans or deferred compensation plans, nor do we offer pension or other retirement benefits, other than our 401(k) plan. Our compensation committee may elect to adopt such plans in the future if it determines that doing so is in our best interests. Perquisites We typically do not, but may, from time to time, offer perquisites or personal benefits to our named executive officers, including, for example, providing reasonable relocation or signing bonuses to our named executive officers as the compensation committee determines appropriate to assist such individuals to commence employment with us.

  30. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Compensation Recovery (“Clawback”) Policy In October 2023, we adopted an incentive compensation recoupment, or “clawback,” policy in connection with the SEC’s adoption of final guidance regarding the clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under our clawback policy, if we are required to prepare an accounting restatement for any fiscal quarter or year due to our material noncompliance with any financial reporting requirement under federal securities laws, we must seek recoupment of the full amount of the incentive compensation that was granted, vested or paid during the 36-month period preceding the restatement obligation (“Lookback Period”) from current executive officers or former executive officers who received incentive compensation during the Lookback Period. Stock Ownership Guidelines In December 2024, we adopted stock ownership guidelines for the members of the board of directors and our named executive officers (“Covered Individuals”). The non-employee directors are required to own shares of our Class A common stock with a value equal to four times their annual cash retainer fee. Our Chief Executive Officer and Executive Chairman are each required to own shares of our Class A common stock with a value equal to five times their base salary, and other named executive officers are required to own shares of our Class A common stock with a value equal to three times their base salary. The guidelines must be achieved by each Covered Individual by the end of the calendar year in which the fifth anniversary of the later of (1) December 1, 2024 and (2) the date the individual became a Covered Individual occurs. For purposes of these stock ownership guidelines, shares deemed to be owned include shares owned directly by the Covered Individual and shares owned by his or her immediate family members, shares held in trust for the benefit of the Covered Individual or for the benefit of a family member of such Covered Individual, shares owed by an entity for which the Covered Individual serves as a partner or is otherwise materially affiliated with, if such entity beneficially owns 5% or more of the outstanding shares of the Company, vested shares under any deferred compensation plan, vested and unvested time-based restricted stock units, and vested performance-based vesting equity awards. Each of the Covered Individuals was in compliance with the stock ownership guidelines as of December 31, 2024, having acquired the required number of shares or having more time to do so per the terms of our stock ownership guidelines. Hedging and Pledging of Securities We believe it is improper and inappropriate for any person associated with Freshworks to engage in short-term or speculative transactions involving the Company's securities. Our directors, officers and employees are, therefore, prohibited from engaging in short sales and buying or selling puts, calls, options or other derivative securities of the Company. Our Insider Trading Policy also prohibits our directors, officers and employees from engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company's equity securities, whether they are granted to such individual by the Company as part of such person's compensation or otherwise held, directly or indirectly, by such individual. In addition, we prohibit our executive officers, all other employees and the non-employee members of our board of directors from purchasing or holding our common stock in a margin account. We also prohibit pledging our common stock as collateral for a loan. Risk Assessment Concerning Compensation Practices and Policies Our compensation committee regularly reviews our compensation program, including philosophy, policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, our compensation committee has determined that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

  31. Disclosure of Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Disclosure of Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Our board of directors has established six grant dates for purposes of granting awards under our 2021 Plan (each an “Established Grant Date”). It is our policy not to purposely accelerate or delay the public release of material information in consideration of a pending equity grant to allow the grantee to benefit from a more favorable stock price. Awards granted to Section 16 persons are subject to approval by our compensation committee (or board of directors in the case of the Chief Executive Officer and President and the Executive Chairman) and, unless otherwise determined by our board of directors or compensation committee, would be granted on the next available Established Grant Date after the applicable compensation committee or board approval (with vesting commencement to be the same day as the Established Grant Date). While we have granted stock options to employees, including some of our named executive officers, in the past, we do not currently grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.

  32. Summary Compensation Table

    Summary Compensation Table The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024, except as otherwise noted.

  33. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Dennis Woodside(3) | 2024 | 537,500 | — | 14,176,631 | — | 308,125 | 540 (4) | 15,022,796 | | Chief Executive Officer and President | 2023 | 500,000 | — | — | — | 461,644 | 540 | 962,184 | | | 2022 | 166,667 | — | 23,180,863 | 14,999,995 | — | 876 | 38,348,401 | | Rathna Girish Mathrubootham(3) | 2024 | 575,000 | — | 17,957,066 | — | 326,375 | 540 (4) | 18,858,981 | | Executive Chairman and former Chief Executive Officer | 2023 | 500,000 | — | — | — | 461,644 | 540 | 962,184 | | | 2022 | 453,750 | — | — | — | 61,151 | 1,710 | 516,611 | | Tyler Sloat | 2024 | 465,000 | — | 9,451,087 | — | 193,678 | 540 (4) | 10,110,305 | | Chief Operating Officer and Chief Financial Officer | 2023 | 420,000 | — | 4,599,993 | — | 265,191 | 540 | 5,285,723 | | | 2022 | 418,750 | — | 4,999,984 | — | 41,425 | 1,710 | 5,461,869 | | Mika Yamamoto | 2024 | 420,000 | — | 3,307,870 | — | 172,958 | 540 (4) | 3,901,368 | | Chief Customer and Marketing Officer | 2023 | 49,318 | — | 7,999,988 | — | 28,307 | 219 | 8,077,831 | | Srinivasagopalan Ramamurthy(5) | 2024 | 336,743 | — | 5,670,652 | — | 88,153 | 405 (4) | 6,095,953 | | Former Chief Product Officer | 2023 | 418,750 | — | 4,499,994 | — | 266,472 | 22,357 | 5,207,573 | | | 2022 | 403,750 | — | 5,999,970 | — | 37,479 | 4,902 | 6,446,101 |

  34. Summary Compensation Table

    (1) The amounts disclosed for 2024 represent the aggregate grant date fair value of the PRSU awards and RSU awards granted to our named executive officers under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the equity awards are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting of the RSUs or the PRSUs or the sale of any common stock underlying such RSUs or PRSUs. Furthermore, because the named executive officers' 2024 PRSU awards are subject to certain revenue and free cash flow targets, the amounts reported in the Stock Awards column for the PRSUs assume the probable outcome of the performance conditions at the grant date based on target level performance and the grant date fair value disclosed was based upon the closing price of our Class A common stock on the date of grant. As a result, the amount disclosed does not necessarily correspond to the actual value that may be recognized by the named executive officer. The value of each named executive officer's PRSU award on the grant date assuming the highest level of performance conditions will be achieved was: $7,549,038, with respect to Mr. Woodside; $9,562,112, with respect to Mr. Mathrubootham; $3,019,611, with respect to Mr. Sloat; $1,761,024, with respect to Ms. Yamamoto; and $3,019,611, with respect to Mr. Ramamurthy, which is based on maximum vesting of the award multiplied by the closing price of our Class A common stock on the grant date. For additional information regarding the specific terms of the named executive officers' RSU and PRSU awards, see the section entitled “Compensation Discussion and Analysis— Elements of Our 2024 Executive Compensation Program—Long-Term Equity Incentives” above and the section entitled “Equity-Based Incentive Awards” below. (2) The amounts disclosed represent the bonus amounts earned by applicable named executive officers under our Bonus Plan in 2024. (3) Mr. Woodside was hired as our President in September 2022 and was also appointed as our Chief Executive Officer upon Mr. Mathrubootham’s stepping down from such role and being appointed Executive Chairman effective May 2024. (4) Represents life insurance premiums paid on behalf of the named executive officers. (5) Mr. Ramamurthy served as our Chief Product Officer until October 2024 and left the Company in December 2024.

  35. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  36. Grants of Plan-Based Awards in 2024

    | Name | Type of Award | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Dennis Woodside | Cash Bonus | | | 165,000 | 550,000 | 742,500 | | | | | | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 489,815 | 9,923,652 | | | PRSUs | March 1, 2024 | February 13, 2024 | | | | 47,232 | 209,920 | 372,608 | | 4,252,979 | | Rathna Girish Mathrubootham | Cash Bonus | | | 180,000 | 600,000 | 810,000 | | | | | | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 620,432 | 12,569,952 | | | PRSUs | March 1, 2024 | February 13, 2024 | | | | 59,827 | 265,899 | 471,970 | | 5,387,114 | | Tyler Sloat | Cash Bonus | | | 108,000 | 360,000 | 486,000 | | | | | | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 195,926 | 3,969,461 | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 186,596 | 3,780,435 | | | PRSUs | March 1, 2024 | February 13, 2024 | | | | 18,892 | 83,968 | 149,043 | | 1,701,192 | | Mika Yamamoto | Cash Bonus | | | 94,500 | 315,000 | 425,250 | | | | | | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 114,290 | 2,315,515 | | | PRSUs | March 1, 2024 | February 13, 2024 | | | | 11,020 | 48,981 | 86,941 | | 992,355 | | Srinivasagopalan Ramamurthy(5) | Cash Bonus | | | 103,500 | 345,000 | 465,750 | | | | | | | | RSUs | March 1, 2024 | February 13, 2024 | | | | | | | 195,926 | 3,969,461 | | | PRSUs | March 1, 2024 | February 13, 2024 | | | | 18,892 | 83,968 | 149,043 | | 1,701,192 |

  37. Grants of Plan-Based Awards in 2024

    (1) Represents annual cash bonus target opportunity pursuant to our annual discretionary cash performance-based bonus program, the terms of which are summarized under the section entitled “Compensation Discussion and Analysis—Elements of Our 2024 Executive Compensation Program” above and do not represent actual compensation earned by our named executive officers for the year ended December 31, 2024. The amount shown in the “Threshold” column represents 30% of the target cash bonus opportunity and the amount shown in the “Maximum” column represents 135% of the target cash bonus opportunity. For the actual amounts paid to each of the other named executive officers, see the “Summary Compensation Table” above. (2) The PRSU awards granted in fiscal year 2024 pursuant to our 2021 Plan are earned and eligible to vest based on our achievement of certain revenue and free cash flow targets over the one-year performance period beginning on January 1, 2024 and ending on December 31, 2024, 70% based on the attainment of the revenue performance metric and 30% based on the attainment of the free cash flow performance metric, as described in more detail in the section entitled “Compensation Discussion and Analysis— Elements of Our 2024 Executive Compensation Program—Long-Term Equity Incentives” above. One third of the PRSUs earned based on performance vested on March 1, 2025, following the compensation committee’s certification of the achievement of the revenue and free cash flow targets, and the remainder will vest in equal quarterly installments over the subsequent two years, subject to the recipient’s continued service as of each vesting date. The amount shown in the “Threshold” column represents 22.5% of the target PRSUs and the amount shown in the “Maximum” column represents 177.5% of the target PRSUs. (3) Represents awards of RSUs granted pursuant to our 2021 Plan. Each award is subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards as of December 31, 2024,” except as otherwise indicated in the footnotes to this table. (4) The amounts disclosed represent the aggregate grant date fair value of the RSUs and PRSUs granted under our 2021 Plan computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by each named executive officer. Furthermore, because the named executive officers' 2024 PRSU awards are subject to certain revenue and free cash flow targets, the amounts reported in this column for the PRSUs assume the probable outcome of the performance conditions at the grant date based on target level performance and the grant date fair value disclosed was based upon the closing price of our Class A common stock on the date of grant. As a result, the amount disclosed does not necessarily correspond to the actual value that may be recognized by the named executive officer. (5) An aggregate of 159,190 shares subject to RSUs and all shares subject to PRSUs granted to Mr. Ramamurthy in fiscal year 2024 were forfeited upon the cessation of his advisory services in December 2024.

  38. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2024.

  39. Outstanding Equity Awards as of December 31, 2024

    | Name | Grant Date | Vesting Commencement Date | Option Awards(1) | | | | Stock Awards(1) | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Dennis Woodside | September 1, 2022(4) | September 1, 2022 | 1,021,488 | 794,492 | 13.61 | August 31, 2032 | — | — | — | — | | | September 1, 2022(5) | September 1, 2022 | — | — | — | — | 757,969 | 12,256,359 | — | — | | | March 1, 2024(6) | March 1, 2024 | | | | | 397,975 | 6,435,256 | | | | | March 1, 2024(8) | March 1, 2024 | | | | | | | 209,920 | 3,394,406 | | Rathna Girish Mathrubootham | September 12, 2021(6) | November 1, 2021 | — | — | — | — | 750,000 | 12,127,500 | — | — | | | March 1, 2024(6) | March 1, 2024 | | | | | 504,101 | 8,151,313 | | | | | March 1, 2024(8) | March 1, 2024 | | | | | | | 265,899 | 4,299,587 | | Tyler Sloat | May 1, 2022(6) | May 1, 2022 | — | — | — | — | 82,554 | 1,334,898 | — | — | | | May 1, 2022(9) | May 1, 2022 | — | — | — | — | 27,517 | 444,950 | — | — | | | May 1, 2023(6) | May 1, 2023 | — | — | — | — | 216,491 | 3,500,659 | — | — | | | March 1, 2024(6) | March 1, 2024 | — | — | — | — | 159,190 | 2,574,102 | — | — | | | March 1, 2024(7) | March 1, 2024 | | | | | 116,623 | 1,885,794 | | | | | March 1, 2024(8) | March 1, 2024 | | | | | | | 83,968 | 1,357,763 | | Mika Yamamoto | December 1, 2023(10) | December 1, 2023 | — | — | — | — | 188,590 | 3,049,500 | — | — | | | March 1, 2024(6) | March 1, 2024 | | | | | 92,861 | 1,501,562 | | | | | March 1, 2024(8) | March 1, 2024 | | | | | | | 48,981 | 792,023 | | Srinivasagopalan Ramamurthy(11) | — | — | — | — | — | — | — | — | — | — |

  40. Outstanding Equity Awards as of December 31, 2024

    ________________ (1) All of the equity awards listed in this table were granted under our 2011 Plan, our 2021 Plan, or our Inducement Plan, the terms of which plans are described below under “—Employee Benefit and Stock Plans.” (2) The market value of unvested RSUs and unearned PRSUs is based on the closing price ($16.17) of our Class A common stock on December 31, 2024, as reported by Nasdaq. (3) Represents number of PRSUs granted in March 2024 that were earned based on our achievement of certain revenue and free cash flow targets over the one-year performance period beginning January 1, 2024 and ending December 31, 2024, 70% based on attainment of the revenue performance metric and 30% based on attainment of the free cash flow performance metric, as described in more detail in the section entitled “Compensation Discussion and Analysis— Elements of Our 2024 Executive Compensation Program—Long-Term Incentives” above. One third of the PRSUs earned based on performance vested on March 1, 2025, following the compensation committee’s certification of the achievement of the revenue and free cash flow targets, and the remainder will vest in equal quarterly installments over the subsequent two years, subject to the recipient’s continued service as of each vesting date. (4) 1/4th of the shares subject to the option grant vests on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter, subject to Mr. Woodside’s continued service with us as of each such date. The per share exercise price of the options is equal to the closing price of one share of our Class A common stock on August 31, 2022. (5) 1/4th of the shares subject to the RSU award vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter, subject to the executive officer’s continued service with us as of each such date. (6) The shares subject to the RSU award will vest in equal quarterly installments over four years, subject to the executive officer’s continued service with us as of each such date. (7) The shares subject to the RSU award will vest in equal quarterly installments over two years, subject to the executive officer’s continued service with us as of each such date. (8) One third of the PRSUs earned vest on the first of the month following our compensation committee’s certification of the achievement of the revenue and free cash flow targets over the Performance Period, and the remainder will vest in equal quarterly installments over the subsequent two years, subject to the recipient’s continued service as of each vesting date. (9) 1/4th of the shares subject to the restricted stock unit award vest on each annual anniversary of the vesting commencement date, subject to the executive officer’s continued service with us as of each such date. (10) 1/2 of the shares subject to the restricted stock unit award shall vest on the first anniversary of the vesting commencement date, and the remaining shares will vest in equal quarterly installments thereafter for 12 months. (11) Mr. Ramamurthy served as our Chief Product Officer until October 2024 and left the company in December 2024. He had no outstanding equity awards as of December 31, 2024.

  41. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  42. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Dennis Woodside | — | — | 524,965 | 7,825,952 | | Rathna Girish Mathrubootham | — | — | 1,203,831 | 19,891,157 | | Tyler Sloat | — | — | 449,600 | 7,794,334 | | Mika Yamamoto | — | — | 210,019 | 3,305,203 | | Srinivasagopalan Ramamurthy | — | — | 291,504 | 4,681,647 |

  43. Option Exercises and Stock Vested in 2024

    ________________ (1) The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our Class A common stock on the vesting date. The value realized on vesting does not reflect the actual value received by each named executive officer because a portion of the shares reflected in the table above were withheld by us to satisfy the named executive officer’s tax withholding obligations.

  44. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  45. Potential Payments upon Termination or Change in Control

    | Name | Termination Without Cause or Resignation for Good Reason without a Change of Control: | | Termination without Cause with a Change of Control: | | Resignation for Good Reason with a Change of Control: | | | | Equity Acceleration(1) ($) | Cash Severance ($) | Equity Acceleration(1) ($) | Cash Severance ($) | Equity Acceleration(1) ($) | Cash Severance ($) | | Dennis Woodside | 6,509,716(2) | 1,200,000(2) | 24,197,989(3) | 1,650,000(3) | 24,197,989(3) | 1,650,000(3) | | Rathna Girish Mathrubootham | 9,137,683(2) | 1,100,000(2) | 24,677,280(3) | 1,800,000(3) | 24,677,280(3) | 1,800,000(3) | | Tyler Sloat | 3,092,610(4) | 600,000(4) | 11,129,391(5) | 840,000(5) | 5,620,692(6) | 420,000(6) | | Mika Yamamoto | 2,091,007(4) | 525,000(4) | 5,361,293(5) | 735,000(5) | 3,982,477(6) | 367,500(6) |

  46. Potential Payments upon Termination or Change in Control

    (1) Represents acceleration of any unvested PRSUs held by the NEO as of December 31, 2024, assuming a 102.3% payout percentage, based on the Company’s actual revenue and free cash flow from January 1, 2024 through December 31, 2024. The value of stock option, RSU award, and PRSU award vesting acceleration is based on the closing price of $16.17 per share of our Class A common stock as of December 31, 2024, minus, in the case of stock options, the exercise price of the unvested stock options subject to acceleration. (2) Pursuant to each of Mr. Woodside and Mr. Mathrubootham’s respective offer letter agreements, in the event that Mr. Woodside and Mr. Mathrubootham’s employment is terminated, other than during the period commencing three months prior to or ending 12 months following the effective date of a “change in control” (change in control period), by us without “cause” or by Mr. Woodside and Mr. Mathrubootham for “good reason” (each, as defined in Mr. Woodside and Mr. Mathrubootham’s offer letter agreement, respectively), and subject to their delivery to us of a general release of claims in a form acceptable to us, they will be entitled to continued payment of their base salary for 12 months after their termination date, payment of the cost of COBRA continuation coverage under our group health plans for up to 12 months following their termination date, an amount equal to a pro-rata portion of their target annual performance bonus for the year in which his termination date occurs, and accelerated vesting of time-based requirements for equity awards held by Mr. Woodside and Mr. Mathrubootham as of his termination date as to the number of shares that would have vested during the six-month period following their termination date. (3) In the event that Mr. Woodside and Mr. Mathrubootham’s employment is terminated by us without cause or by Mr. Woodside and Mr. Mathrubootham for good reason, in either case, during the change in control period, and subject to their delivery to us of a general release of claims in a form acceptable to us, they will be entitled to continued payment of their base salary for 18 months after their termination date, payment of the cost of COBRA continuation coverage under our group health plans for up to 18 months following their termination date, an amount equal to 150% of their target annual performance bonus for the year in which their termination date occurs, and accelerated vesting of all time-based requirements for equity awards held by Mr. Woodside and Mr. Mathrubootham as of their termination date, respectively. (4) Pursuant to each of Mr. Sloat and Ms. Yamamoto’s respective offer letter agreements, in the event that Mr. Sloat or Ms. Yamamoto’s employment is terminated, other than during a change in control period, by us without “cause” (as defined in Mr. Sloat and Ms. Yamamoto’s offer letter agreement, respectively), and subject to their delivery to us of a general release of claims in a form acceptable to us, they will be entitled to continued payment of their base salary for six months after their termination date, payment of the cost of COBRA continuation coverage under our group health plans for up to six months following their termination date, an amount equal to a pro-rata portion of their target annual performance bonus for the year in which their termination date occurs, and accelerated vesting of time-based requirements for equity awards held by Mr. Sloat or Ms. Yamamoto as of their termination date as to the number of shares that would have vested during the six-month period following their termination date. (5) In the event that Mr. Sloat or Ms. Yamamoto’s employment is terminated by us without cause during the change in control period, and subject to their delivery to us of a general release of claims in a form acceptable to us, they will be entitled to continued payment of their base salary for 12 months after their termination date, payment of the cost of COBRA continuation coverage under our group health plans for up to 12 months following their termination date, an amount equal to 100% of their target annual performance bonus for the year in which their termination occurs, and accelerated vesting of time-based requirements for equity awards held by Mr. Sloat or Ms. Yamamoto as of their termination date, respectively. (6) In the event that Mr. Sloat or Ms. Yamamoto’s employment is terminated by Mr. Sloat or Ms. Yamamoto respectively, for “good reason” (as defined in their respective offer letter agreements) during the change in control period, and subject to their delivery to us of a general release of claims in a form acceptable to us, they will be entitled to continued payment of their base salary for six months after their termination date, payment of the cost of COBRA continuation coverage under our group health plans for up to six months following their termination date, an amount equal to 50% of their target annual performance bonus for the year in which their termination date occurs, and accelerated vesting of time-based requirements for equity awards held by Mr. Sloat or Ms. Yamamoto as of their termination date as to the number of shares that would have vested during the 12-month period following their termination date. Each of our current named executive officers’ respective offer letter agreements also provide that if any benefits payable to them thereunder or otherwise would constitute “parachute payments” within the meaning of Section 280G, then such benefits will be reduced if such reduction will provide such named executive officer with a greater net after-tax benefit than would no reduction. As noted above, Mr. Ramamurthy served as our Chief Product Officer until October 2024 and provided advisory services to the Company until his departure in December 2024. No benefits were payable under his offer letter terms.

  47. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are required to provide to our stockholders specified disclosure regarding the relationship of the total compensation of Mr. Woodside, our current Chief Executive Officer (“CEO”) as of our employee population determination date of December 31, 2024, to the total compensation to the total compensation of our median employee, referred to as “pay-ratio” disclosure. For fiscal year 2024, the median of the annual total compensation of all of our employees (other than the current CEO) was $42,134 and the annual total compensation of the current CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $15,022,796. Based on this information, the ratio of the annual total compensation of the current CEO to the median of the annual total compensation of our other employees was approximately 357 to 1. The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance and is based on our internal records and the methodology described below. The SEC rules provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as the SEC has explained, in considering the pay-ratio disclosure, stockholders should keep in mind that the SEC rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures. Accordingly, the pay ratio and related disclosure reported by other companies may not be comparable to the pay ratio and related disclosure provided herein. Methodology Used to Identify Median Employee We identified the employee with annual total compensation at the median of the compensation of all of our employees (median employee) by considering our employee population as of December 31, 2024 (employee population determination date). We considered all individuals, excluding our current CEO, who were employed by us (including our consolidated subsidiaries) on the employee population determination date, whether employed in the United States or outside the United States, or on a full-time, part-time, or temporary basis, including employees on a leave of absence (such group of employees, our employee population). Contractors, including, but not limited to, contractors employed by professional employer organizations, were not included in our employee population. We determined that, as of December 31, 2024, our employee population consisted of approximately 4,538 individuals (not including the current CEO) of which approximately 10.3% were located in the United States and approximately 89.7% were located in jurisdictions outside the United States. Compensation for purposes of identifying the median employee included the following: (1) annual base salary, target annual bonus, and target annual commissions, each as in effect as of December 31, 2024; (2) for non-salaried employees, hourly rate as in effect as of December 31, 2024 annualized for a full year; and (3) the value, based on the closing price of our Class A common stock on the date of grant, of equity awards granted to our employee population during fiscal year 2024, which reflects all new hire, off-cycle and “refresh” equity awards granted to our employee population during the fiscal year. For members of the employee population who were paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of December 31, 2024 as provided in our system of record for compensation information. We did not make any cost-of-living adjustments for employees outside of the United States. We believe our methodology represents a consistently applied compensation measure because it strikes a balance in terms of administrative burden while consistently treating all the primary compensation components for our worldwide workforce and capturing a full year of each of such primary compensation components. Using this approach, we determined the median employee of our employee population. After identifying the median employee based on the methodology above, we calculated the annual total compensation for such median employee using the same methodology we used to calculate the amount reported for our named executive officers in the “Total” column of the Summary Compensation Table included in this Proxy Statement.

  48. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our named executive officers (“NEOs”) and certain financial performance of the Company. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  49. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO (Mathrubootham) (2) | Summary Compensation Table Total for PEO (Woodside) (2) | Compensation Actually Paid to PEO (Mathrubootham)(3) | | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(8) | Non-GAAP Operating Margin(9) | | | | | | Compensation Actually Paid to PEO (Woodside)(3) | | | Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (i) | | 2024 | $18,858,981 | $15,022,796 | $(61,331,403) | $(11,587,888) | $6,702,542 | $(3,818,037) | $34 | $170 | $(95.4) | 13.8% | | 2023 | $962,184 | — | $47,094,192 | — | $4,681,721 | $11,981,880 | $49 | $125 | $(137.4) | 7.5% | | 2022 | $516,611 | — | $(96,749,821) | — | $11,446,469 | $(1,829,320) | $31 | $80 | $(232.1) | (4.5)% | | 2021 | $234,027,721 | — | $241,534,679 | — | $12,247,122 | $27,731,839 | $55 | $113 | $(192.0) | (4.9)% |

  50. Pay Versus Performance

    ________________ (1) We were not a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act prior to 2021, and as such, we have not included any information in this table for 2020. (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for our principal executive officer(s) (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” Mr. Mathrubootham served as our PEO from 2010 until May 2024. Mr. Woodside has served as our PEO since May 1, 2024. For purposes of this table, Mr. Woodside was a Non-PEO NEO (as defined in footnote 4 below) in 2022 and 2023. (3) The dollar amounts reported in column (d) represent the amount of “compensation actually paid” to our PEO(s), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO(s) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Mathrubootham and Woodside’s total compensation for 2024 to determine the compensation actually paid:

  51. Pay Versus Performance

    | PEO | Year | Reported Summary Compensation Table Total for PEO | Deductions: Value of Equity Awards Reported in Summary Compensation Table(a) | Additions: Value of Stock and Option Awards calculated in accordance with SEC methodology for determining Compensation Actually Paid(b)(c) | Compensation Actually Paid to PEO | | Mathrubootham | 2024 | $18,858,981 | $(17,957,066) | $(62,233,318) | $(61,331,403) | | Woodside | 2024 | $15,022,796 | $(14,176,631) | $(12,434,053) | $(11,587,888) |

  52. Pay Versus Performance

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of equity awards as of each measurement date using valuation assumptions and methodology (including volatility, dividend yield and risk-free interest rates) that are consistent with those used to estimate fair value at grant under U.S. GAAP. The valuation assumptions used to calculate Mr. Mathrubootham’s cancelled PRSU award fair values are as follows: •risk-free rates of 3.87% for the pay-versus-performance valuation versus 3.87% for the prior year valuation, 3.98% for the 2022 valuation, and 1.12% for grant-date valuation; •measurement period of 4.7 years for the pay-versus-performance valuation versus 4.7 years for the prior year valuation, 5.7 years for the 2022 valuation, and 7.0 years for grant-date valuation; •stock price volatility of 65% for the pay versus performance valuation versus 65% for each of the prior year valuation and 2022 valuation and 60% for grant date valuations; •the stock price on the valuation date of $23.49 for the pay versus performance valuation versus $23.49 for the prior year valuation, $14.71 for the 2022 valuation, and $34.15 for grant date valuation; and •dividend yield of 0% for the pay versus performance, prior year, 2022, and grant date valuations. The valuation assumptions used to calculate Mr. Woodside’s option award fair values are as follows: •risk-free rates of 3.72% – 4.53% for the pay-versus-performance valuation versus 3.84% for the prior year valuation and 3.37% for grant-date valuation; •the expected option term estimates of 5.1 – 4.3 years for the pay-versus-performance valuation versus 5.1 years for the prior year valuation and 6.1 years for the grant date valuation; •stock price volatility of 65% for the pay-versus-performance valuation versus 65% for the prior year grant date valuations; •the stock price on the valuation date of $13.62 – 16.36 for the pay-versus-performance valuation versus $23.49 for the prior year valuation and $13.38 for grant date valuation; and •dividend yield of 0% for the pay-versus-performance, prior year, and grant date valuations. c.The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. The amounts deducted or added in calculating the equity award adjustments are as follows:

  53. Pay Versus Performance

    | PEO | Year | Year End Fair Value of Equity Awards Granted in Year | Change in Fair Value of Prior Year Awards Unvested at Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Equity Award Value Included in Compensation Actually Paid | | Mathrubootham | 2024 | $12,450,900 | $(5,490,000) | $1,572,407 | $(7,226,625) | $(63,540,000) | — | $(62,233,318) | | Woodside | 2024 | $9,829,662 | $(12,555,741) | $1,241,373 | $(10,949,348) | — | — | $(12,434,053) |

  54. Pay Versus Performance

    (4) The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group (excluding Mr. Mathrubootham with respect to 2021, 2022 and 2023 and, with respect to 2024, excluding Messrs. Mathrubootham and Woodside) (our “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024,Tyler Sloat, Mika Yamamoto, and Srinivasagopalan Ramamurthy; (ii) for 2023, Dennis Woodside, Tyler Sloat, Srinivasagopalan Ramamurthy, Mika Yamamoto, Stacey Epstein, and Pradeep Rathinam; (iii) for 2022, Dennis Woodside, Tyler Sloat, Stacey Epstein, Srinivasagopalan Ramamurthy and José Morales; and (iv) for 2021, Stacey Epstein and Srinivasagopalan Ramamurthy. (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 3:

  55. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deductions: Average Value of Equity Awards Reported in Summary Compensation Table | Additions: Average Value of Stock and Option Awards calculated in accordance with SEC methodology for determining Compensation Actually Paid (a)(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $6,702,542 | $(6,143,203) | $(4,377,376) | $(3,818,037) |

  56. Pay Versus Performance

    a.For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of equity awards as of each measurement date using valuation assumptions and methodology that are consistent with those used to estimate fair value at grant under U.S. GAAP. b.The amounts deducted or added in calculating the total average equity award adjustments are shown in the table below.

  57. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in Year | Average Change in Fair Value of Prior Year Equity Awards Unvested at Year End | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value from Prior Year End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Equity Award Value Included in Compensation Actually Paid | | 2024 | $2,703,748 | $(1,256,971) | $742,850 | $(1,638,785) | $(4,928,218) | — | $(4,377,376) |

  58. Pay Versus Performance

    (6) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. For purposes of the Company’s 2021 cumulative TSR, the measurement period begins on the date that the Company became a reporting company in 2021. (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Information Technology Sector. (8) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. (9) Non-GAAP Operating Margin is a non-GAAP financial measure, which represents the GAAP income (loss) from operations, excluding the impact of stock-based compensation, amortization of acquired intangibles and acquisition related expenses, as a percentage of total revenue.