DEF 14A of Cerence Inc., Jan 2, 2026

DEF 14A of Cerence Inc.

Filed Jan 2, 2026 · FY20250001628280-26-000012

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors has a diverse mix of directors with complementary qualifications, skills, expertise, experience and attributes, which is essential to ensuring effective oversight of our business strategy and corporate governance practices. The members of the Board currently are:

  2. Board of Directors

    | | Kristi Ann Matus Independent Board Chairperson Former CFO and COO, Buckle Agency | Finance and accounting expert with extensive enabled services experience. | | Marion Harris Former Chairman and CEO, Ford Motor Credit Company | Automotive and financial services executive with significant financial, capital markets, risk management, business development, technology transformation, and global leadership experience. | | | Brian Krzanich President and CEO | Seasoned global public technology organization executive with significant expertise with retail automotive software supply, cloud computing and artificial intelligence. | | Marcy Klevorn Former CIO, Ford Motor Company and EVP and President, Ford Mobility | Extensive knowledge and leadership of automotive and mobility organizations with significant transformation leadership and corporate governance experience. | | | Marianne Budnik Chief Marketing Officer, VAST Data | Seasoned technology marketing executive at high growth companies. | | Alfred Nietzel Former CFO, CDK Global Inc. | Finance and accounting expert with extensive experience in the automotive supplier market. | | | Douglas Davis Former Senior Vice President, Intel Corp. | Extensive knowledge and leadership of technology organizations with strong global strategic planning, research and development and business acquisitions experience in the automotive industry. | | Arun Sarin Former CEO, Vodafone Group Plc. | Seasoned global technology and telecommunications executive with significant global management experience. |

  3. Board of Directors

    All independent directors being nominated for re-election at the 2026 Annual Meeting have extensive professional experience relevant to their service on our Board. The chart below highlights specific areas in which we believe our independent directors have particularly deep experience relevant to such current profile and strategic needs.

  4. Board of Directors

    | Skills and Qualifications | Kristi Ann Matus | Marianne Budnik | Douglas Davis | Marion Harris | Marcy Klevorn | | Business/Industry Knowledge We are a software, solutions and professional services organization benefiting from experienced directors knowledgeable in the industry, markets and channel in which we operate. | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial We are a global publicly traded company conducting complex financial transactions requiring oversight of the processes associated with our financial management and the integrity of our financial results. | ✓ | | | ✓ | ✓ | | Global/Emerging Markets Experience We are a global organization participating in both mature and emerging markets, and benefit from a Board with prior international exposure and experience. | | ✓ | ✓ | ✓ | ✓ | | Leadership We are a complex, global organization benefiting from experienced oversight of our overall strategy and management, including assessing our strategies and operations. | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology/Innovation We are a leading provider of cognitive assistants using voice recognition and natural language understanding solutions in highly dynamic and competitive markets and benefit from experience in understanding market trends and disruptive technologies and solutions. | | ✓ | ✓ | ✓ | ✓ |

  5. Inclusion of Director Nominees in Proxy Statement

    Inclusion of Director Nominees in Proxy Statement Our By-laws provide that a stockholder, or group of up to 20 stockholders, that has owned continuously for at least three years an aggregate of at least 3% of the outstanding Common Stock, may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two or 20% of the number of directors in office as of the deadline for such nomination, provided that the stockholder(s) and nominee(s) satisfy the requirements in the By-laws (a “proxy access nomination”). To be timely, a nomination notice and required information must be delivered to or mailed and received by the Company’s Corporate Secretary at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date that the definitive proxy statement with respect to the preceding year’s annual meeting was first released to stockholders; provided, however, that in the event the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received no earlier than the 150th day prior to such annual meeting and not later than the close of business on the later of (1) the 120th day prior to such annual meeting or (2) the 10th day following the date on which we publicly announce the meeting date. Assuming the date of our 2027 Annual Meeting is not so advanced or delayed, stockholders who wish to include a director nominee in our proxy statement for the 2027 Annual Meeting must notify us no earlier than August 5, 2026 and no later than the close of business on September 4, 2026. Such notice must provide the information required by our By-laws. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than December 14, 2026 (i.e., the date that is 60 days prior to the anniversary date of the 2026 Annual Meeting).

  6. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the 2026 Annual Meeting, six directors will be elected to the Board. The Nominating & Governance Committee of the Board recommended, and the Board approved, Kristi Ann Matus, Brian Krzanich, Marianne Budnik, Douglas Davis, Marion Harris, and Marcy Klevorn, as nominees for election at the 2026 Annual Meeting as directors. Each person elected as a director will be elected for a one-year term expiring at the 2027 Annual Meeting. Directors hold office until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Our Board currently consists of eight members. As we continue to evolve our Board, Arun Sarin and Alfred Nietzel are not standing for reelection, and the Nominating & Governance Committee of the Board recommended, and the Board approved, effective at the close of the 2026 Annual Meeting, that the size of the Board be decreased from eight (8) to six (6) directors. The names of and certain biographical information about the director nominees are set forth below. The information below also includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that the nominees should serve as a director of Cerence. There are no family relationships among any of our directors or executive officers.

  7. Information Regarding the Nominees for Election as Directors

    Information Regarding the Nominees for Election as Directors

  8. Information Regarding the Nominees for Election as Directors

    | Board Nominee | Qualifications | | Kristi Ann Matus Age: 57 Chairperson of the Board and Audit Committee Member (Audit Committee Chair until August 19, 2025) Board Member since: September 2019 | Ms. Matus served as the CFO and COO of Buckle Agency LLC from 2020 to July 2022. From 2014 until 2020, Ms. Matus was an executive advisor to Thomas H. Lee Partners. From 2014 to 2016, Ms. Matus served as the Executive Vice President, Chief Financial and Administrative Officer at athenahealth, Inc. From 2012 to 2013, Ms. Matus served as Executive Vice President and Head of Governmental Services at Aetna, Inc. Prior to Aetna, she held several senior leadership roles at United Services Automobile Association, including Executive Vice President and Chief Financial Officer from 2008 to 2012. She began her career at Thrivent where she held various financial and operational roles for over a decade. Ms. Matus has been serving as a director of Ambac Financial Group, Inc. since 2023, and she has previously served as a director of Alliance Bernstein Holding L.P. from July 2019 to May 2023, and Equitable Holdings from September 2015 to May 2023. Ms. Matus holds a B.S. degree from University of Wisconsin, Oshkosh. Ms. Matus has extensive management and financial expertise as well as corporate governance and key leadership skills developed through her decades of experience, all of which we believe makes her well qualified to serve as a member of our Board. | | Brian Krzanich Age: 65 Board Member since: October 2024 | Mr. Krzanich has served as our President and Chief Executive Officer since October 7, 2024. Mr. Krzanich is an engineer and business executive, best known for his tenure as the CEO of Intel Corporation. Mr. Krzanich’s technical expertise, combined with his leadership skills, led to various senior roles. In 2013, Mr. Krzanich was appointed CEO of Intel Corp. In this role, he faced the challenge of guiding Intel through a rapidly changing technology landscape, including the shift from PC-centric computing to mobile- and data-centric technologies. Mr. Krzanich focused on expanding Intel’s reach beyond traditional CPUs to areas like artificial intelligence, autonomous driving, and the Internet of Things. In 2018, Mr. Krzanich joined CDK Global, a technology provider for the automotive industry, where he served as CEO from 2019 to 2022. During his tenure, he led the technology company through a successful sale to investment firm Brookfield Business Partners. Mr. Krzanich holds a Bachelor's Degree in Chemistry from San Jose State University. With his extensive global technology leadership and significant experience in the automotive industry, Mr. Krzanich brings a deep understanding of AI and next-generation technologies, all of which we believe makes him well qualified to serve as a member of our Board. |

  9. Information Regarding the Nominees for Election as Directors

    | Marianne Budnik Age: 57 Nominating & Governance Committee Chair Board Member since: October 2019 | Ms. Budnik has served as Chief Marketing Officer for VAST Data since September 2023. Previously, she served as Chief Marketing Officer at Talon Cyber Security from March 2022 to August 2023 and Crowdstrike Holdings Inc. from December 2020 to March 2022. Prior to joining Crowdstrike, Ms. Budnik served as Chief Marketing Officer for CyberArk Software Ltd. from 2017 to 2020. Her prior experience also includes serving as the Chief Marketing Officer for SimpliVity Corporation (acquired by Hewlett Packard Enterprise) from 2014 to 2017, and as Chief Marketing Officer for Acme Packet, Inc. (acquired by Oracle Corporation) and CA Technologies. Ms. Budnik has been serving as a director of F5, Inc. since October 2022, and she has previously served as a director of Schibsted Media Group from 2016 to 2020. Ms. Budnik holds an M.B.A. from Boston University Questrom School of Business, and a bachelor’s degree from Babson College. Ms. Budnik is a seasoned technology marketing executive, experienced in leading transformational marketing initiatives at high growth companies, and driving market disruption with some of the fastest growing B2B start-ups in the technology and telecommunications industries, all of which we believe makes her well qualified to serve as a member of our Board. | | Douglas Davis Age: 64 Compensation Committee and Audit Committee Member Board Member since: May 2022 | Mr. Davis served in various positions at Intel Corporation from 1984 until his retirement in 2019, most recently serving as Senior Vice President of Intel’s Automated Driving Group from 2017 to 2019, which included responsibility for forming the company’s automated driving business, establishing Intel as a leading supplier of chip technology for autonomous vehicles, and leading the company’s acquisition of Mobileye. From 2015 until 2017, Mr. Davis served as Senior Vice President and General Manager of Intel’s Internet of Things group. Mr. Davis has served as a director of Oshkosh Corporation since 2021 and Verra Mobility since 2019. Mr. Davis holds a M.B.A. from the Arizona State University W.P. Carey School of Business and a Bachelor’s Degree in Electrical Engineering from New Mexico State University. Mr. Davis is a technology industry veteran who brings to our Board strong global strategic planning experience and business leadership qualities, as well as valuable experience and relationships within the automotive, autonomous driving and IoT industries, which we believe makes him well qualified to serve as a member of our Board. |

  10. Information Regarding the Nominees for Election as Directors

    | Marion Harris Age: 56 Audit Committee Chair Board Member since: April 2025 | Mr. Harris has served as President and CEO of AgFirst Farm Credit Bank since July 2025. Previously, he spent more than 25 years at Ford, serving as Chairman and CEO of Ford Motor Credit Company from 2019 to 2024, where he led a digital transformation program that resulted in the highest consumer satisfaction in the industry. He served as Vice President of Ford Mobility, where he had operational responsibility for Ford's startup digital and mobility businesses. Mr. Harris also served as director of Ford Direct from July 2016 to July 2023. He holds a B.S. and M.A. in math from Mississippi State University. Mr. Harris has extensive automotive and financial services expertise, as well as significant experience with capital markets, risk management, business development, and technology transformation, in addition to key leadership skills developed through his decades of experience, all of which we believe makes him well qualified to serve as a member of our Board. | | Marcy Klevorn Age: 66 Compensation Committee and Nominating & Governance Committee Member Board Member since: June 2023 | Ms. Klevorn is a known and respected automotive and mobility industry leader, having spent 35 years at Ford Motor Company. During her tenure, she held varying executive and leadership roles within the company’s information technology organization, including global Chief Information Officer (“CIO”) and, previously, CIO of Ford Motor Company in Europe. Ms. Klevorn also served as EVP and President of Ford Mobility, where she oversaw Ford Smart Mobility LLC and its acquisitions and other investments that accelerated the company’s plans to design, build, grow, and invest in emerging mobility services. In this role, she also chaired the board of Ford Autonomous Vehicles LLC. Ms. Klevorn most recently served as the Chief Transformation Officer of Ford Motor Company, where she accelerated Ford’s transformation efforts by refining its corporate governance and fostering adoption of process improvements and agile teams. She also led partnerships with key technology partners. Ms. Klevorn has served as a director of Northern Trust Corporation since January 2019 and Humana, Inc. since February 2021. She holds a bachelor’s degree in business from the University of Michigan Stephen M. Ross School of Business. Ms. Klevorn has extensive automotive and mobility industry and transformation expertise as well as corporate governance and key leadership skills developed through her decades of experience, all of which we believe makes her well qualified to serve as a member of our Board. |

  11. Information Regarding the Nominees for Election as Directors

    THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE SIX NOMINEES LISTED ABOVE TO SERVE AS DIRECTORS.

  12. Consideration of Director Nominees

    Consideration of Director Nominees The Nominating & Governance Committee will consider properly submitted stockholder nominations for candidates for membership on the Board as well as candidates recommended for consideration by the Nominating & Governance Committee. Any stockholder nominations must comply with the requirements of the By-laws. In addition, stockholder nominations should be submitted within the timeframe specified under Stockholder Proposals and Director Nominations for the 2027 Annual Meeting above for inclusion in the proxy materials or agenda, as appropriate, and addressed to: Cerence Inc., 25 Mall Road, Suite 416, Burlington, MA 01803, Attention: Corporate Secretary. A stockholder that instead desires to merely recommend a candidate for consideration by the Nominating & Governance Committee shall direct the recommendation in writing to Cerence Inc., 25 Mall Road, Suite 416, Burlington, MA 01803, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years, and evidence of the nominating person’s ownership of Company stock. The Board believes that candidates for director should have certain minimum qualifications, including: (1) the highest personal and professional ethics and integrity; (2) skills that are complementary to those of the existing Board; (3) proven achievement and excellence in the nominee’s field; (4) relevant expertise upon which to be able to offer meaningful advice and guidance to management and make significant contributions to the Company’s success; (5) sufficient time to devote to affairs of the Company and contribute to the Company’s goals; (6) the ability to exercise sound business judgment; (7) the ability to meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to Audit Committee members; and (8) an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

  13. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Our Compensation Committee is responsible for evaluating and recommending to the Board for approval our non-employee director compensation program. In carrying out this responsibility, the Compensation Committee periodically reviews and evaluates, in consultation with its independent compensation consultant, recent trends in director compensation, related corporate governance best practices, and comparable market data, including data from the peer group that the Compensation Committee uses for executive compensation purposes. The Board retains the ultimate authority to determine the form and amount of director compensation. Our non-employee director compensation program is intended to (i) ensure that our directors are compensated appropriately for their substantial time commitment and responsibilities given the size and complexity of our operations and the Board’s significant oversight and advisory responsibilities, (ii) enable us to attract and retain highly qualified directors, and (iii) be transparent and foster alignment with our stockholders. The elements of our non-employee director compensation for fiscal year 2025 were as follows:

  14. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Fiscal Year 2025 Compensation Structure for Directors | | | Regular Retainers | | | Annual Base Retainer (TOTAL—Cash and Equity) | $235,000 | | Cash | $100,000 | | Stock Award | $135,000 | | Independent Board Chair Retainer | $80,000 | | Committee Chair Retainers | | | Annual Audit Committee Chair Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $12,500 | | Annual Nominating & Governance Chair Retainer | $10,000 |

  15. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    In connection with ad hoc committees that may be formed from time to time, committee fees, if any, are determined by the Board upon the recommendation of the Compensation Committee with advice from its independent compensation consultant. Annual equity grants to non-employee directors vest in full on the earlier of the next annual meeting of stockholders or the first anniversary of the date of grant subject to continued service through such date. Each newly appointed director (i.e., directors appointed prior to the annual stockholders’ meeting) is entitled to an annual grant upon appointment to the Board, which vests in full at the conclusion of the current annual vesting period. All equity awards granted to non-employee directors fully accelerate and vest upon a "change of control" (as defined in the Company's 2019 Equity Incentive Plan). Non-employee directors are subject to stock ownership guidelines that require non-employee directors to hold equity with a value equal to three times the annual cash retainer for service on the Board and retention of 25% of the net shares received as a result of vesting of restricted stock units (“RSUs”) until the ownership guideline is attained.

  16. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE The following table sets forth a summary of the compensation earned by, or paid to, our non-employee directors in fiscal year 2025:

  17. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1)(2) | Total ($) | | Kristi Ann Matus | 163,472 | 144,547 | 308,019 | | Thomas Beaudoin (4) | 37,250 | — | 37,250 | | Marianne Budnik | 111,694 | 144,547 | 256,241 | | Douglas Davis | 100,000 | 144,547 | 244,547 | | Marion Harris (3) | 51,750 | 112,117 | 163,867 | | Sanjay Jha (4) | 41,000 | — | 41,000 | | Marcy Klevorn | 100,000 | 144,547 | 244,547 | | Alfred Nietzel | 112,500 | 144,547 | 257,047 | | Arun Sarin | 128,083 | 144,547 | 272,630 |

  18. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    _____________________________ (1)Amounts reported in the Stock Awards column represent the grant date fair value of annual RSU awards granted to the non-employee members of the Board during fiscal year 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”) based on the closing market price of our Common Stock on the grant date of February 13, 2025 (which was $14.52 per share) for directors except Mr. Harris for whom the grant date was April 1, 2025 (and the closing market price of our Common Stock on such date was $7.89 per share). The number of RSUs issued was based on the average closing market price of our Common Stock for the 20 trading days including and preceding the grant date. The use of an average of the closing market price for our Common Stock for purposes of converting the dollar value targets into shares was intended to smooth the impact of short-term stock price volatility, thereby mitigating the risk of a windfall or impairment to the award opportunity. As this average stock price differs from the closing market price on the grant date, the values reflected in this table differ from the target values. (2)As of September 30, 2025, our non-employee directors held the following number of unvested RSUs: Ms. Matus, 9,995 RSUs; Ms. Budnik, 9,995 RSUs; Mr. Davis, 9,995 RSUs; Mr. Harris, 14,210 RSUs; Ms. Klevorn, 9,995 RSUs; Mr. Nietzel, 9,995 RSUs; and Mr. Sarin, 9,995 RSUs. Mr. Beaudoin and Mr. Jha did not hold any unvested RSUs as of September 30, 2025. (3)Mr. Harris was appointed to the Board effective April 1, 2025. (4)Mr. Beaudoin and Mr. Jha ceased being members of the Board as of February 13, 2025.

  19. Say-on-Pay Vote and Stockholder Engagement

    Say-on-Pay Vote and Stockholder Engagement The Compensation Committee and the Board remain committed to a pay-for-performance philosophy that ties compensation to the achievement of the Company’s operational, financial, and strategic objectives that are core to the creation of sustainable long-term stockholder value. As a cutting-edge technology company in a highly dynamic and competitive sector, it is critically important that we maintain a market-competitive executive compensation program that enables us to attract and retain talent, both at the senior leadership level and throughout the Company. The Compensation Committee and the Board considered the results of our stockholder “say-on-pay” advisory vote at the 2025 Annual Meeting of Stockholders, at which approximately 96.4% of votes cast were in favor of the fiscal year 2024 compensation of our NEOs. We view this level of support for our executive compensation program as indicative of broad stockholder agreement with the philosophy and policies on which our executive compensation program is premised. We actively seek and value the views of our stockholders and continue to be receptive to stockholder feedback about our executive compensation program. During fiscal year 2025, we solicited feedback on our executive compensation program from our ten largest investors; two substantial investors, as well as representatives from Institutional Shareholder Services and Glass Lewis & Co, accepted our invitation and we met with them. The Chair of our Compensation Committee was present at every meeting and was joined by other members of the Compensation Committee whenever possible. The discussions were robust and the perspectives we heard reflected thoughtful awareness of the competitive landscape in which we operate. Our talent competitors run the spectrum from deep pocketed industry veterans who have the wallet to provide rich compensation packages, to venture-backed AI and technology startups who have the ability to offer sizeable equity packages to attract talent. The discussion focused on the following three themes and the feedback we received was shared with the full Board. •New CEO Hire: Mr. Krzanich was a critical hire to stabilize and scale our business for future growth. Investors recognized the need to offer Mr. Krzanich a market competitive equity package in order to induce him to accept the role and the corresponding dilution due to the low stock price at the time of hire. Investors commented positively on the fact that 50% of the equity award was performance-based. Under Mr. Krzanich's leadership, Cerence's total stockholder return ("TSR") performance was 228% as of the close of fiscal year 2025, our innovation roadmap has been accelerated, and our differentiation beyond automotive has been reinvigorated. •Duplication of Revenue Metric in STIP and LTIP: The rationale for including a revenue metric in both our short-term incentive plan (STIP) and long-term incentive plan (LTIP) was discussed in detail. Investors recognized the importance of growing the top line and driving strong margins for our long-term success. Importantly, the LTIP goals are pre-established and measured annually over a one-, two- and three-year period and investors commented positively on our practice of setting stretch goals for both STIP and LTIP awards. With respect to setting the fiscal year 2025 revenue goal, we explained that the revenue guidance for fiscal year 2025 was approximately 25% less than our fiscal year 2024 actual performance due primarily to an early termination agreement relating to a legacy contract acquired by Nuance through a 2013 acquisition as further described below. •Special Retention Awards: Investors cautioned that special retention awards should be used judiciously but, in light of the hyper-competitive talent market in which we operate, understood the need to make the retention awards to Messrs. Schanz and Mentz, who are both critically important to our business. It is our intention to grant special awards only when necessary to meet unique or urgent retention needs. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future say-on-pay votes conducted at our 2022 Annual Meeting of Stockholders, we intend to hold an annual non-binding, advisory vote on the compensation of our NEOs until at least the next non-binding, advisory vote regarding the frequency of future say-on-pay votes, which will occur no later than our 2028 Annual Meeting of Stockholders.

  20. Key Fiscal Year 2025 Compensation Actions

    | Compensation- Component | Link to Business and Talent Strategies | Key Fiscal Year 2025 Compensation Actions | | LTIP | •Long-term incentive awards (excluding new hire awards) are equity-based and consist of performance-based restricted stock units (“PSUs”) weighted at least 50% and RSUs weighted no more than 50%. •PSUs are earned based on achievement of revenue and Adjusted EBITDA (each weighted 50%) goals, which are key top-line and bottom-line performance indicators. •RSUs provide focus on stock price growth and serve our talent retention objectives. | •Dr. Ortmanns did not receive an LTIP award. •Mr. Krzanich and Mr. Rodriquez received LTIP awards as part of their new hire offer packages. •Ms. Salinas and Mr. Mentz received an LTIP award as part of their promotions. •Mr. Schanz received an annual LTIP award. •The fiscal year 2025 performance tranches for outstanding PSUs were earned as follows: •Fiscal 2023 Transformation Incentive Award ("TIA") PSU / Non-TIA PSU Award (third tranche) – Below threshold performance resulted in zero payout. •Fiscal 2024 PSU Award (second tranche) – Below threshold performance resulted in zero payout. •Fiscal 2025 PSU Award (first tranche) – 159.77% earned, but remains subject to continued time-based vesting until the end of fiscal year 2027. •The rigor of the Compensation Committee’s goal setting is evidenced by the fact that two of the three PSU performance tranches above resulted in zero payouts. |

  21. Leadership Changes

    Leadership Changes Effective as of October 7, 2024, Mr. Krzanich was appointed as President and Chief Executive Officer and as a member of the Board. Mr. Krzanich succeeded Dr. Ortmanns as President and Chief Executive Officer. Dr. Ortmann's termination was a termination without "cause" under his existing Change of Control and Severance Agreement with our German subsidiary and his Change of Control Equity Acceleration Agreement with the Company and, in connection with such termination, he received the severance compensation and benefits provided under such agreements, as described in more detail below under "Potential Payments on Termination or Change of Control".

  22. Our Executive Compensation Philosophy

    | Pay Component | Fixed vs. Variable | Role | Determination Factors | | Base Salary | Fixed Compensation | •Provides fixed portion of annual cash income | •Competitive market levels and executive’s overall experience, tenure, and responsibilities •Annual increases (if any) also consider performance and contribution | | STIP | Variable Compensation | •Provides variable portion of annual income •Focuses executives on annual objectives that support long-term strategy and value creation | •Target opportunities based on competitive market levels and skills and performance of executive •Actual payouts based on performance against pre-established annual corporate goals and individual contribution levels | | Long-Term Equity Incentive Compensation: •PSUs •RSUs | Variable Compensation | •Incentivizes financial performance to drive value creation •Aligns interests of executives with stockholders •Encourages equity ownership •Promotes retention | •Target awards based on competitive market levels and executive’s level of responsibility, criticality of role, retention considerations, individual performance and ability to contribute to the Company’s long-term success •Realized value based on actual performance against pre-established financial goals and stock price performance |

  23. Fiscal Year 2025 STIP Changes

    Fiscal Year 2025 STIP Changes •The fiscal year 2025 STIP consists of only financial measures: •Adjusted EBITDA was replaced by Non-GAAP operating expense ("OPEX") (25% weight) to focus on cost efficiency which is a critical focus area for the Company; revenue (50% weight) and Adjusted Free Cash Flow (25% weight) continued as metrics; and •The strategic score card was eliminated for fiscal year 2025 due to the business transformation and sharpened focus on delivering financial performance.

  24. Fiscal Year 2025 LTIP Changes

    Fiscal Year 2025 LTIP Changes •Adjusted EBITDA Margin was replaced with Adjusted EBITDA to focus on gross operating profitability as we drive long-term growth. Note that we have deliberately included a revenue metric in both our STIP and LTIP to emphasize the importance of growing the top line and driving strong margins for our long-term success.

  25. Fiscal Year 2025 Compensation Snapshot

    | | Fiscal Year 2025 Total Direct Compensation Element | | | | | | | STIP | LTIP | | | | Base Salary | Annual Bonus | Performance- Based Restricted Stock Units | Time-Based Restricted Stock Units | | When Granted | Annually | Annually | Annually | Annually | | Form of Delivery | Cash | Cash | Equity | Equity | | Type of Performance | Short-Term Emphasis (Fixed) | Short-Term Emphasis (Variable) | Long-Term Emphasis (Variable) | Long-Term Emphasis (Variable) | | Performance Period | — | 1 year | Pre-set 3-year annual goals, measured during each fiscal year | — | | Vesting Period | — | 1 year | 3 year cliff vesting with annual banking | 3 year ratable vesting | | How Payout Is Determined | Compensation Committee Determination or Board (for the CEO) Determination | Pre-Established Formula / Individual Performance Modifier | Pre-Established Formula | Value dependent on stock price at each vesting date | | Performance Measures | — | Revenue (50%), Adjusted Free Cash Flow (25%) and Non-GAAP Operating Expense (25%) | Revenue (50%) and Adjusted EBITDA (50%) | — |

  26. Compensation Governance

    | What We Do | What We Don’t Do | | ✓Pay for performance by providing a significant percentage of target annual compensation in the form of variable, at-risk compensation ✓Pre-established performance goals that are aligned with creation of stockholder value ✓Market comparison of executive compensation against a relevant peer group of companies ✓Use of an independent compensation consultant reporting to the Compensation Committee and providing no other services to the Company ✓Robust stock ownership guidelines ✓Mitigate undue risk ✓Compensation Recovery policy ✓Annual say-on-pay vote | ×We do not provide for single-trigger acceleration of equity awards upon a change of control | | | ×We do not have excise tax gross-ups | | | ×We do not allow repricing of underwater stock options | | | ×We do not allow hedging or short sales of our securities | | | ×We do not allow pledging of our securities |

  27. Compensation Peer Group and Market Data

    Compensation Peer Group and Market Data Developing an appropriate compensation peer group for Cerence is challenging because there are few automotive AI companies that are publicly-traded, stand-alone, U.S.-based, and size-appropriate. While the Compensation Committee recognized that there is no “perfect peer group” for a company like Cerence, with the assistance of the compensation consultant they endeavored to identify 12 to 24 similarly-sized, publicly-traded technology companies that would collectively provide appropriate market reference points for evaluating the competitiveness of our compensation program. As discussed in last year’s CD&A, due to a variety of internal and external factors the Compensation Committee decided to maintain the fiscal year 2024 peer group for fiscal year 2025 compensation decisions.

  28. Fiscal Year 2022 - 2025 Peer Group

    Fiscal Year 2022 - 2025 Peer Group

  29. Fiscal Year 2022 - 2025 Peer Group

    | 8x8 | Gentex | SPS Commerce | | Altair Engineering | Guidewire | Upland Software | | Aspen Technology | LivePerson | Varonis Systems | | Blackberry | PROS Holdings | Visteon | | Blackline | Rapid 7 | Yext |

  30. Fiscal Year 2022 - 2025 Peer Group

    For fiscal year 2026 compensation planning, we have updated our peer group to reflect a broad group of software and AI companies with revenue, EBITDA, and market capitalization that is similar to Cerence.

  31. Fiscal Year 2026 Peer Group

    Fiscal Year 2026 Peer Group

  32. Fiscal Year 2026 Peer Group

    | 8x8 | E2open Parent | Porch Group | | Agilysys | Intapp | PROS Holdings | | Amplitude | Jamf Holding Corp. | Rimini Street | | Appian | LivePerson | SoundHound AI | | AvePoint | LiveRamp | Sprout Social | | BigBear.ai | nCino | Upland Software | | C3.ai | Ooma | WM Technology | | Domo | PagerDuty | Yext |

  33. Fiscal Year 2026 Peer Group

    For reference, the Company's positioning as of fiscal-year end of key financial metrics to the 2026 peer group is below.

  34. Fiscal Year 2026 Peer Group

    | Revenue (trailing four quarters): 13th percentile | Market Cap: 25th percentile | | EBITDA (trailing four quarters): 53rd percentile | |

  35. Fiscal Year 2026 Peer Group

    Data Source: S&P CapitalIQ. Market capitalization calculated as of September 30, 2025 As an additional reference, our Compensation Committee also uses data from the Radford Global Technology executive compensation survey (the “Radford Survey”) to evaluate the competitive market when formulating its recommendation for, or approving, the total direct compensation packages for our executive officers. The Radford Survey provides compensation market intelligence and is widely used within the technology industry. The Compensation Committee does not review the specific companies included in the Radford Survey and the data presented to the Compensation Committee is general and not specific to any particular subset of companies. Due to the nature of our business, we also compete for executive talent with companies outside our peer group, including public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater compensation potential. In setting compensation, the Compensation Committee considers each executive’s level and job performance, the multiple roles fulfilled by each executive and the executive’s duties and responsibilities at the Company compared to executive officers in similar positions at the peer group companies and in the survey data, and other circumstances unique to the Company, and evaluates whether the compensation elements and levels provided to our executives are generally appropriate relative to their responsibilities at the Company and compensation elements and levels provided to their counterparts in the peer group or within survey data. The Compensation Committee considers both objective and subjective criteria to evaluate Company and individual performance, which allows the Compensation Committee to exercise informed judgment and not rely solely on rigid benchmarks. Accordingly, the Compensation Committee does not formulaically tie compensation decisions to any particular range or percentile level of total compensation paid to executives at the peer group companies or survey data.

  36. Short-Term Incentive Plan

    Short-Term Incentive Plan The Compensation Committee has designed our executive compensation program to provide that a significant level of each executive officer’s compensation opportunity is performance-based. Accordingly, our NEOs are eligible to receive annual performance-based bonuses under our STIP based on the achievement of performance objectives established at the beginning of the fiscal year.

  37. Short-Term Incentive Plan

    | Base Salary | | Target Percentage | | Financial Performance Assessment | | Individual Performance Assessment | | Total Payout |

  38. Short-Term Incentive Plan

    The annual performance-based cash incentive that each NEO is eligible to receive is based on the individual’s target bonus, as a percentage of base salary. The Compensation Committee reviews the target annual bonus opportunities each year to ensure they are competitive. The target annual incentive opportunity as a percent of annual base salary for each of our NEOs for fiscal year 2025 was as follows:

  39. Short-Term Incentive Plan

    | | Fiscal Year 2025 Target Annual Cash Incentive as Percent of Base Salary (%) | Fiscal Year 2025 Target Annual Cash Incentive ($) | | Brian Krzanich (1) | 100% | 590,137 | | Stefan Ortmanns (2) | 100% | 617,715 | | Antonio Rodriquez | 75% | 356,250 | | Nils Schanz | 75% | 346,320 | | Jennifer Salinas | 75% | 375,000 | | Christian Mentz | 75% | 346,320 |

  40. Short-Term Incentive Plan

    _____________________________ (1)Mr. Krzanich's fiscal year 2025 target is prorated based on his appointment to President and Chief Executive Officer effective October 7, 2024. (2)Dr. Ortmanns ceased being President and Chief Executive Officer as of October 6, 2024 and was not eligible for any bonus under the STIP for fiscal year 2025. The Compensation Committee undertakes a rigorous review and analysis to establish annual performance goals under the STIP. For fiscal year 2025, the Compensation Committee established the following goals and payout levels under the STIP:

  41. Short-Term Incentive Plan

    | Metric | Weighting | Rationale for Metric | Payout Range | | Revenue | 50% | Top line financial metric and a key metric for our investors | 50% – 200% | | Non-GAAP OPEX* | 25% | Non-GAAP OPEX is reflective of the cost of our operations and a key metric for our investors | 50% – 200% | | Adjusted Free Cash Flow** | 25% | Key business metric that represents the cash available for future investments | 50% – 200% | | Individual Performance Assessment | — | Individual contribution is not a specifically weighted metric but is included as a component of the STIP in order to enable the Compensation Committee to differentiate actual payouts based on individual performance as reflected in each executive’s demonstrated leadership and decision making, effective communication, promotion of the Company’s strategic initiatives and values, business unit or functional accountabilities and commitment to excellence and work ethic. The Compensation Committee’s evaluation of an executive’s performance relative to these considerations is inherently subjective and is not based on any mathematical calculation or formula; rather, it relies on the collective business experience and judgment of the Compensation Committee to holistically consider the performance of each executive and such executive’s contribution to the overall success of the Company. | 70% – 130% adjustment factor Regardless of the adjustment factor(if any), the overall STIP payout is capped at 200% | | * We define non-GAAP OPEX, which is a non-GAAP financial measure, as Total Operating Expenses reported in Cerence’s consolidated financial statements for the fiscal year, excluding amortization of intangible assets, stock-based compensation, restructuring and other costs, net, impairment charges related to fixed and intangible assets, and gains or losses on the sale of long-lived assets, if any. ** We define Adjusted Free Cash Flow, which is a non-GAAP financial measure, as Cash Flow From Operations “CFFO”, minus Capital Expenditure “CAPEX”, excluding Restructuring Cash Payments, and excluding out of the ordinary course of business Cash Receipts or Payments from Litigation or IP Monetization events. | | | |

  42. Short-Term Incentive Plan

    The threshold, target and maximum performance and payout opportunities under the fiscal year 2025 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below. When establishing the fiscal year 2025 goals, the Compensation Committee considered fiscal year 2024 performance adjusted for one-time events that were anticipated to impact financial performance in fiscal year 2025. The goals were consistent with our initial earnings guidance for fiscal year 2025.

  43. Short-Term Incentive Plan

    | | Threshold | Target | Maximum | Actual** | Payout % | | Payout % | 50% | 100% | 200% | | | | Revenue (50%) ($M)* | 219.52 | 243.91 | 268.30 | 248.68 | 119.5 | | Non GAAP OPEX (25%) ($M) | 162.00 | 155.72 | 140.14 | 144.45 | 172.3 | | Adjusted Free Cash Flow (25%) ($M) | 25.30 | 33.80 | 50.70 | 46.27 | 173.8 | | Weighted Average Payout: 146.3% | | | | | |

  44. Short-Term Incentive Plan

    *As discussed during our earnings call and investor outreach, our revenue guidance for fiscal year 2025 was approximately 25% less than our fiscal year 2024 actual performance. This adjustment was primarily driven by an early termination agreement relating to a legacy contract acquired by Nuance through a 2013 acquisition. Previously, the term of the contract ended on December 31, 2025, whereas the agreement signed on October 31, 2023, updated the termination date to December 31, 2023. The effect of this change was to accelerate $67.8 million of deferred revenue into the first quarter of fiscal year 2024. There was no cash flow associated with this legacy contract. **Note: Actual performance is adjusted to align with the fiscal year 2025 budgeted foreign exchange rate. The annual STIP bonuses earned by our NEOs for fiscal year 2025 are set forth in the table below.

  45. Short-Term Incentive Plan

    | | Target STIP Opportunity ($) | Financial Metric Weighted Payout (%) | Fiscal Year 2025 Earned STIP ($) | | Brian Krzanich (2) | 590,137 | 146.30 | 949,707 | | Stefan Ortmanns (1) | — | — | — | | Antonio Rodriquez (2) | 356,250 | 146.30 | 573,313 | | Nils Schanz (2) | 346,320 | 146.30 | 557,333 | | Jennifer Salinas (2) | 375,000 | 146.30 | 603,488 | | Christian Mentz (2) | 346,320 | 146.30 | 557,333 |

  46. Short-Term Incentive Plan

    _____________________________ (1)Dr. Ortmanns ceased being President and Chief Executive Officer as of October 6, 2024 and his employment with the Company ended December 31, 2024 and, therefore, he was not eligible for any bonus under the STIP for fiscal year 2025. (2)Fiscal Year Earned STIP includes a 110% individual modifier for exceptional performance and contribution in fiscal year 2025, both individually and collectively as a leadership team.

  47. Long-Term Incentive Program

    Long-Term Incentive Program We provide long-term incentive compensation to our executive officers, including the NEOs, under our LTIP in the form of PSUs and RSUs. These awards are designed to align the interests of our executive officers with those of our stockholders, and to improve our long-term profitability and stability through the attraction and retention of superior talent. The Compensation Committee believes the approach of granting a balanced mix of performance-based and time-based equity awards enhances our ability to both drive performance and retain our executive officers by providing equity awards that will be fully earned only if they remain with us for several years. The value of equity awards granted to each NEO is intended to be market competitive and reflective of each executive’s skill set, experience, role, and responsibilities. Each executive officer generally has an annual long-term equity incentive target grant denoted in terms of a dollar value, which is allocated equally between PSUs and RSUs. The dollar value generally is converted into an equivalent number of RSUs and a target number of PSUs based on the average closing price of the Company’s Common Stock during the 20 trading day period preceding the grant date (closing price on grant date included). The use of an average Common Stock closing price for purposes of converting dollar value targets into shares is intended to smooth the impact of short-term stock price volatility, thereby mitigating the risk of a windfall or impairment to the award opportunity. Mr. Krzanich's and Mr. Rodriquez's fiscal year 2025 awards were established in connection with their hiring. Ms. Salinas' and Mr. Mentz's awards were established in connection with their promotions. Mr. Schanz's fiscal year 2025 award was an annual award. The equity awards granted to our NEOs in fiscal year 2025 are summarized in the table below.

  48. Long-Term Incentive Program

    | | PSU | | RSU | | | | Target Value ($) | Target Award (#)(1) | Award Value ($) | Award (#)(1) | | Brian Krzanich | 3,000,000 | 1,038,062 | 3,000,000 | 1,038,062 | | Antonio Rodriquez | 1,250,000 | 313,283 | 1,250,000 | 313,283 | | Nils Schanz | 1,000,000 | 93,720 | 1,000,000 | 93,720 | | Jennifer Salinas | 1,250,000 | 454,545 | 1,250,000 | 454,545 | | Christian Mentz | 1,000,000 | 93,720 | 1,000,000 | 93,720 |

  49. Long-Term Incentive Program

    _____________________________ (1)As noted above, the target grant value of the PSUs and RSUs were converted into share equivalents based on the average closing market price of our Common Stock for the 20 days including and preceding the grant date (which was $2.89 for Mr. Krzanich, $3.99 for Mr. Rodriquez, $2.75 for Ms. Salinas, and $10.67 for Mr. Schanz and Mr. Mentz). As this average stock price differed from the closing market price on the grant date (which was $3.37 for Mr. Krzanich, $7.36 for Mr. Rodriquez, $2.82 for Ms. Salinas' PSU award and $2.97 for her RSU award, and $13.76 for Mr. Schanz and Mr. Mentz), the target grant values specified in this table differ from the FASB ASC Topic 718 values that are reported for purposes of the Summary Compensation Table and Grants of Plan Based Awards Table below in accordance with SEC rules.

  50. LTIP Components, Metrics and Weighting

    LTIP Components, Metrics and Weighting Details on the types of equity awards granted in fiscal year 2025 are provided in the table below.

  51. LTIP Components, Metrics and Weighting

    | Equity Award | Rationale and Key Features | | PSUs | •Incentivize NEOs to achieve pre-established annual financial goals over a three-year performance period. •Earned shares range from 0% for below threshold performance to 200% of target for maximum performance. •PSU performance is measured annually and earned PSUs are subject to further time-based vesting. •PSUs cliff-vest after three years, generally subject to continued employment through the date the Company publicly issues its earnings release for the final year of the performance period. | | RSUs | •Align pay and Company performance as reflected in our stock price. •Encourage retention of our executive officers’ services and promote ownership by our executives in Company stock. •RSUs vest in equal annual installments following the grant date over a period of three years, generally subject to continued employment with the Company through the applicable vesting date. |

  52. LTIP Components, Metrics and Weighting

    The performance measures and weightings for the fiscal year 2025 PSU awards are as follows:

  53. LTIP Components, Metrics and Weighting

    | Performance Measures | Weighting | Description | | Revenue Adjusted EBITDA* | 50% 50% | •Annual goals are pre-established at the beginning of the multi-year performance period ◦Achievement is formulaically measured on an annual basis for each completed fiscal year ◦When the performance threshold is met, payouts are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum •In selecting the metrics, the Compensation Committee considered the impact of overlapping metrics between the STIP and LTIP and noted the following: ◦With respect to the revenue metric, the STIP metric is based on a one-year performance period but the LTIP metric is based on pre-established multi-year goals. Because delivering on the revenue goal is important to growing the top line and driving strong margins for our long-term success, the Compensation Committee determined to hold management accountable for revenue performance through both the STIP and LTIP. •While we do not disclose prospective revenue and Adjusted EBITDA goals because they involve confidential commercial or financial information, the disclosure of which would result in competitive harm, we provide complete and transparent disclosure of the goal levels and performance achievement following completion of each applicable performance year. The Compensation Committee set the multi-year revenue and Adjusted EBITDA goals at levels that are challenging to achieve and would require substantial and sustained performance in order to be achieved at target levels. | | *We define Adjusted EBITDA, which is a non-GAAP financial measure, as the adjusted earnings before interest, taxes, depreciation and amortization, as reported by the Company in its earnings announcement for the applicable performance period. In addition, revenue and Adjusted EBITDA are adjusted for any positive or negative foreign exchange impact, to the extent actual impact differs from budgeted assumptions. | | |

  54. Outstanding PSU Awards

    Outstanding PSU Awards The following tables show the performance metrics, weighting and performance achievement with respect to the third tranche of the fiscal year 2023 PSUs (including the Transformation Incentive Awards), the second tranche of the fiscal year 2024 PSUs, and the first tranche of the fiscal year 2025 PSUs.

  55. Fiscal Year 2023 PSUs (including TIA awards): Third Tranche Not Earned During Fiscal Year 2025 Performance Period

    Fiscal Year 2023 PSUs (including TIA awards): Third Tranche Not Earned During Fiscal Year 2025 Performance Period

  56. Fiscal Year 2023 PSUs (including TIA awards): Third Tranche Not Earned During Fiscal Year 2025 Performance Period

    | | Performance Range | | | Fiscal 2025 Actual* | Earned PSUs (as % of Target) | Weighted Average Payout (as % of Target) | | | Threshold | Target | Maximum | | | | | Revenue (50%) ($ millions) | 405.00 | 450.00 | 495.00 | 248.68 | — | — | | Adjusted EBITDA Margin (50%)** | 26.6% | 29.9% | 34.1% | 19.2% | — | — |

  57. Fiscal Year 2024 PSUs: Second Tranche Not Earned During the Fiscal Year 2025 Performance Period

    Fiscal Year 2024 PSUs: Second Tranche Not Earned During the Fiscal Year 2025 Performance Period

  58. Fiscal Year 2024 PSUs: Second Tranche Not Earned During the Fiscal Year 2025 Performance Period

    | | Performance Range | | | Fiscal Year 2025 Actual* | Earned PSUs (as % of Target) | Weighted Average Payout (as % of Target) | | | Threshold | Target | Maximum | | | | | Revenue (50%)($ millions) | 291.37 | 323.75 | 356.12 | 248.68 | — | — | | Adjusted EBITDA Margin (50%)** | 25.2% | 28.0% | 32.2% | 19.2% | — | — |

  59. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

  60. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    | | Performance Range | | | Fiscal Year 2025 Actual* | Earned PSUs (as % of Target) | Weighted Average Payout (as % of Target) | | | Threshold | Target | Maximum | | | | | Revenue (50%) ($ millions) | 219.52 | 243.91 | 268.30 | 248.68 | 119.5 | 159.77 | | Adjusted EBITDA (50%) | 20.90 | 23.20 | 26.70 | 47.62 | 200.0 | |

  61. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    _____________________________ *Note that actual performance is adjusted to align with the fiscal year 2025 budgeted foreign exchange rates. ** We define Adjusted EBITDA Margin, which is a non-GAAP financial measure, as the adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as a percentage of revenue, as reported by the Company in its earnings announcement for the applicable performance period. In addition, revenue and Adjusted EBITDA are adjusted for any positive or negative foreign exchange impact, to the extent actual impact differs from budgeted assumptions. The target number of PSUs and aggregate number of earned PSUs for the completed fiscal year 2023-2025 PSU cycle is set forth below. The unearned PSUs granted to Dr. Ortmanns were forfeited upon the termination of his employment and the earned PSUs granted to Dr. Ortmanns accelerated and vested upon the termination of his employment pursuant to the terms of his existing Change of Control Equity Acceleration Agreement with the Company.

  62. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    | | Target | Earned PSUs | | | | | Performance Period | PSUs in Each Tranche | First Tranche | Second Tranche | Third Tranche | Fourth Tranche | | Fiscal 2023—2026 (Fiscal year 2023 TIA PSUs) | | | | | | | Stefan Ortmanns | 86,306 | 124,521 | — | — | — | | Jennifer Salinas | 25,892 | 37,356 | — | — | Fiscal Year 2026 Performance Period in Progress |

  63. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    | | Target | Earned PSUs | | | | Performance Period | PSUs in Each Tranche | First Tranche | Second Tranche | Third Tranche | | Fiscal 2023—2025 (Non TIA PSUs) | | | | | | Nils Schanz | 12,946 | 18,677 | — | — |

  64. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    | | Target | First Tranche | | Second Tranche | Third Tranche | | Performance Period | PSUs in Each Tranche | | | | | | Fiscal 2024—2026 | | | | | | | Nils Schanz | 19,312 | — | — | — | Fiscal Year 2026 Performance Period in Progress | | Christian Mentz | 11,587 | — | — | — | Fiscal Year 2026 Performance Period in Progress |

  65. Fiscal Year 2025 PSUs: First Tranche Earned Above Target for Fiscal Year 2025 Performance

    | | Target | First Tranche | Second Tranche | Third Tranche | | Performance Period | PSUs in Each Tranche | | | | | Fiscal 2025—2027 | | | | | | Brian Krzanich | 346,020 | 552,766 | Fiscal Year 2026 Performance Period in Progress | Fiscal Year 2027 Performance Period Not Started | | Antonio Rodriquez | 104,426 | 166,821 | Fiscal Year 2026 Performance Period in Progress | Fiscal Year 2027 Performance Period Not Started | | Nils Schanz | 31,240 | 49,905 | Fiscal Year 2026 Performance Period in Progress | Fiscal Year 2027 Performance Period Not Started | | Jennifer Salinas | 151,515 | 242,044 | Fiscal Year 2026 Performance Period in Progress | Fiscal Year 2027 Performance Period Not Started | | Christian Mentz | 31,240 | 49,905 | Fiscal Year 2026 Performance Period in Progress | Fiscal Year 2027 Performance Period Not Started |

  66. Promotion and Retention Awards

    Promotion and Retention Awards In conjunction with Mr. Mentz’s promotion to Executive Vice President, Chief Revenue Officer, he received a $600,000 cash retention bonus in light of the criticality of the role. Sixty percent of Mr. Mentz's retention bonus was paid on January 27, 2025 and forty percent was paid on October 27, 2025 as Mr. Mentz remained continuously employed by the Company through October 1, 2025. If his employment with the Company was terminated before October 1, 2025, he would have been obligated to repay the first installment within 30 days of his termination date and would have forfeited any right to the second installment. Mr. Schanz received a $350,000 cash retention bonus in light of the criticality of the role, which was paid in full on September 26, 2025. In the event that his employment with the Company is terminated before August 25, 2026 ("the Retention Date"), he will be obligated to repay the full amount of the retention bonus, net of tax, within 30 days of his termination date. However, if (i) Mr. Schanz’s employment is terminated prior to the Retention Date by the Company other than for “cause” and for a reason other than due to his death or “disability” or (ii) he resigns for “good reason” (each as defined in his Change of Control and Severance Agreement), then, subject to the provisions of his Change of Control and Severance Agreement, he will keep the retention bonus. We operate in a hyper-competitive technology talent market in which seasoned talent like Messrs. Mentz and Schanz are highly sought after. The Compensation Committee granted the special awards because of the criticality of Messrs. Mentz and Schanz to the business and the importance of retaining them.

  67. Change of Control and Severance Agreements

    Change of Control and Severance Agreements The Company or one of its subsidiaries entered into a Change of Control and Severance Agreement and a Change of Control Equity Acceleration Agreement with Dr. Ortmanns, Mr. Schanz and Mr. Mentz and the Company entered into a Change of Control and Severance Agreement with each of our other NEOs including Mr. Krzanich (collectively, the “NEO Severance Agreements”). The Compensation Committee believes that these severance benefits: (1) help secure the continued employment and dedication of our NEOs; (2) are protective of the Company, as severance payments are conditioned on a separation and release agreement in favor of the Company and compliance with confidentiality and restrictive covenant agreements; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Consistent with market practices, the NEO Severance Agreements do not include change of control-related tax gross-ups. In connection with the termination of his employment and following his execution and the effectiveness of a termination agreement under applicable law, Dr. Ortmanns received the severance compensation and benefits provided under his severance agreements as described in more detail under "Potential Payments on Termination or Change of Control" below.

  68. Timing of Grants of Equity Awards

    Timing of Grants of Equity Awards Neither the Board nor the Compensation Committee takes material non-public information into account when determining the timing of equity awards and we do not time the release of material nonpublic information based on equity award grant dates. The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during fiscal year 2025. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

  69. FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(7) | Stock Awards ($)(8) | Non-Equity Incentive Plan Compensation ($)(9) | All Other Compensation ($)(10) | Total ($) | | Brian Krzanich (1) | 2025 | 590,769 | — | 6,996,538 | 949,707 | 7,292 | 8,544,306 | | President and Chief Executive Officer | | | | | | | | | Dr. Stefan Ortmanns (2) | 2025 | 154,429 | — | — | — | 2,453,753 | 2,608,182 | | Former President and Chief Executive Officer | 2024 | 603,246 | — | — | 204,440 | 25,251 | 832,937 | | | 2023 | 580,191 | — | 13,256,602 | 573,183 | 28,757 | 14,438,733 | | Antonio Rodriquez (3) | 2025 | 396,442 | | 4,611,526 | 573,313 | 154,404 | 5,735,685 | | EVP, Chief Financial Officer | 2024 | — | — | — | — | 283,500 | 283,500 | | Nils Schanz (4) | 2025 | 461,760 | 731,985 | 2,579,174 | 557,333 | 15,405 | 4,345,657 | | EVP, Product and Technology | 2024 | 403,642 | 390,240 | 2,071,827 | 82,831 | 15,324 | 2,963,864 | | Jennifer Salinas (5) | 2025 | 500,000 | — | 2,631,816 | 603,488 | 9,273 | 3,744,577 | | EVP, Chief Administrative Officer and General Counsel | 2024 | 446,846 | 500,000 | — | 98,112 | 10,961 | 1,055,919 | | Christian Mentz (6) | 2025 | 442,859 | 387,612 | 2,579,174 | 557,333 | 100,508 | 4,067,486 | | EVP, Chief Revenue Officer | | | | | | | |

  70. FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth grants of plan-based awards to our NEOs during the fiscal year ended September 30, 2025.

  71. FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brian Krzanich | | 295,069 | 590,137 | 1,180,274 | — | — | — | — | — | | | 10/11/2024 | — | — | — | 519,031 | 1,038,602 | 2,076,124 | — | 3,498,269 | | | 10/11/2024 | — | — | — | — | — | — | 1,038,062 | 3,498,269 | | Stefan Ortmanns | | 308,858 | 617,715 | 1,235,430 | — | — | — | — | — | | Antonio Rodriquez | | 178,125 | 356,250 | 712,500 | — | — | — | — | — | | | 12/6/2024 | — | — | — | 156,641 | 313,283 | 626,566 | — | 2,305,763 | | | 12/6/2024 | — | — | — | — | — | — | 313,283 | 2,305,763 | | Nils Schanz | | 173,160 | 346,320 | 692,640 | — | — | — | — | — | | | 1/13/2025 | — | — | — | 46,860 | 93,720 | 187,440 | — | 1,289,587 | | | 1/13/2025 | — | — | — | — | — | — | 93,720 | 1,289,587 | | Jennifer Salinas | | 187,500 | 375,000 | 750,000 | — | — | — | — | — | | | 11/20/2024 | — | — | — | 227,272 | 454,545 | 909,090 | — | 1,349,999 | | | 10/1/2024 | — | — | — | — | — | — | 454,545 | 1,281,817 | | Christian Mentz | | 173,160 | 346,320 | 692,640 | — | — | — | — | — | | | 1/13/2025 | — | — | — | 46,860 | 93,720 | 187,440 | — | 1,289,587 | | | 1/13/2025 | — | — | — | — | — | — | 93,720 | 1,289,587 |

  72. FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    _____________________________ (1)The amounts reported represent the threshold, target and maximum performance-based incentive payments the NEOs could earn pursuant to the STIP for fiscal year 2025, as described in “Compensation Discussion and Analysis – Fiscal Year Named Executive Officer Compensation – Short Term Incentive Plan” above. The actual amounts earned pursuant to the STIP for fiscal year 2025 are set forth in the “Non-Equity Incentive Plan Compensation” column in the Fiscal Year 2025 Summary Compensation Table above. Dr. Ortmanns did not receive payment under the STIP for fiscal year 2025 due to his termination of employment. (2)The amounts reported represent the threshold, target and maximum number of PSUs granted to NEOs in fiscal year 2025. These awards will vest and be earned only if certain performance goals are achieved as described in “Compensation Discussion and Analysis – Fiscal Year Named Executive Officer Compensation – Long Term Incentive Program” above. The values reported for the PSUs awarded in fiscal year 2025 represent the grant date fair values of such awards assuming the probable outcome of the performance conditions. The value of such awards assuming the maximum achievement of the applicable performance conditions is reported in footnote 8 to the Fiscal Year 2025 Summary Compensation Table above.

  73. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth all outstanding equity awards held by our NEOs as of September 30, 2025. The equity awards were all in the form of RSUs and PSUs. For purposes of valuing the outstanding awards, the amounts below are based on a per-share price of $12.46 for the Cerence Common Stock, the closing market price as reported on Nasdaq on September 30, 2025, the last business day of the fiscal year. Dr. Ortmanns did not hold any unvested RSUs or PSUs as of December 31, 2024.

  74. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brian Krzanich | 346,021 | 4,311,422(2) | — | — | | | 346,021 | 4,311,422(4) | — | — | | | 346,020 | 4,311,409(6) | — | — | | | 552,766 | 6,887,464(8) | 1,384,084 | 17,245,687(9) | | Stefan Ortmanns | — | — | — | — | | Antonio Rodriquez | 104,428 | 1,301,173(3) | — | — | | | 104,428 | 1,301,173(5) | — | — | | | 104,427 | 1,301,160(7) | — | — | | | 166,821 | 2,078,590(8) | 417,712 | 5,204,692(9) | | Nils Schanz | 63,497 | 791,173(3) | — | — | | | 50,552 | 629,878(5) | — | — | | | 31,240 | 389,250(7) | — | — | | | 49,905 | 621,816(8) | 124,960 | 1,557,002(9) | | | — | — | 9,656 | 120,314(11) | | Jennifer Salinas | 168,776 | 2,102,949(3) | — | — | | | 168,776 | 2,102,949(5) | — | — | | | 151,515 | 1,887,877(7) | — | — | | | 242,044 | 3,015,868(8) | 606,060 | 7,551,508(9) | | | — | — | 12,945 | 161,295(10) | | Christian Mentz | 52,483 | 653,938(3) | — | — | | | 52,483 | 653,938(5) | — | — | | | 31,240 | 389,250(7) | — | — | | | 49,905 | 621,816(8) | 124,960 | 1,557,002(9) | | | | | 5,795 | 72,206(11) |

  75. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    _____________________________ (1)Based on the achievement of maximum performance for fiscal years 2026 and 2027 for awards granted in fiscal year 2025 (as fiscal year 2025 performance for such awards was above target), and the achievement of threshold performance for fiscal year 2026 for awards granted in fiscal years 2023 and 2024 (as fiscal year 2025 performance for such awards was below threshold). (2)Represents RSUs that vested on October 7, 2025, equal to one third of the RSU award granted to Mr. Krzanich in fiscal year 2025. (3)Represents RSUs that vested on October 1, 2025. For Ms. Salinas this represents one fourth of the RSU award granted in fiscal year 2023 plus one third of awards granted in fiscal year 2025. For Mr. Rodriquez this represents one third of the RSU award granted in fiscal year 2025. For Mr. Mentz this represents one third of the RSU awards granted in fiscal years 2024 and 2025. For Mr. Schanz this represents one third of the RSU awards granted in fiscal years 2023, 2024 and 2025. (4)Represents RSUs scheduled to vest on October 7, 2026 subject to continued service through the vesting date, equal to one third of the RSU award granted to Mr. Krzanich in fiscal year 2025. (5)Represents RSUs scheduled to vest on October 1, 2026 subject to continued service through the vesting date. For Ms. Salinas this represents one fourth of the RSU award granted in fiscal year 2023 plus one third of the RSU award granted in fiscal year 2025. For Mr. Rodriquez this represents one third of the RSU awards granted in fiscal year 2025. For Mr. Mentz and Mr. Schanz this represents one third of the RSU awards granted in fiscal years 2024 and 2025. (6)Represents RSUs scheduled to vest on October 7, 2027 subject to continued service through the vesting date, equal to one third of the RSU award granted to Mr. Krzanich in fiscal year 2025. (7)Represents RSUs scheduled to vest on October 1, 2027 subject to continued service through the vesting date. For Ms. Salinas, Mr. Rodriquez, Mr. Mentz, and Mr. Schanz this amount represents one third of the RSU award granted in fiscal year 2025. (8)Represents PSUs granted in fiscal year 2025 and earned based upon fiscal year 2025 performance (revenue and Adjusted EBITDA) scheduled to vest upon the release of earnings for fiscal year 2027 subject to continued service through the vesting date. (9)Represents PSUs granted in fiscal year 2025 that vest upon the release of earnings for fiscal year 2027 subject to the achievement of financial measures (Revenue and Adjusted EBITDA margin) in fiscal year 2026 and fiscal year 2027 and continued service through the vesting date. Per SEC rules, PSU payout is trending above target, so the award is calculated at maximum payout for fiscal year 2026 and 2027. (10)Represents PSUs granted in fiscal year 2023 that vests upon the release of earnings for fiscal year 2026 subject to the achievement of financial measures (Revenue and Adjusted EBITDA margin) in fiscal year 2026 and continued service through the vesting date. Per SEC rules, PSU payout is trending below threshold, so the award is calculated at threshold payout for fiscal year 2026. The PSUs eligible for vesting based on fiscal year 2025 performance were forfeited because the threshold performance metrics were not achieved. (11)Represents PSUs granted in fiscal year 2024 that vest upon the release of earnings for fiscal year 2026 subject to the achievement of financial measures (revenue and Adjusted EBITDA) in fiscal year 2026 and continued service through the vesting date. Per SEC rules, PSU payout for these awards is trending below threshold, so the award is calculated at threshold payout for fiscal year 2026. The PSUs eligible for vesting based on fiscal year 2025 performance were forfeited because the threshold performance metrics were not achieved.

  76. FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the stock awards that vested, and the value realized upon vesting, by the NEOs during fiscal year 2025. No options were outstanding, vested or were exercised during fiscal year 2025.

  77. FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brian Krzanich | — | — | | Stefan Ortmanns (2) | 307,986 | 1,960,420 | | Antonio Rodriquez | — | — | | Nils Schanz | 32,259 | 95,809 | | Jennifer Salinas | 57,483 | 277,563 | | Christian Mentz | 21,244 | 63,095 |

  78. FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    _____________________________ (1)Value calculated by multiplying the number of shares vesting by the closing price of a share of Cerence Common Stock on the vesting date. (2)Includes the portion of each outstanding RSU award held by Dr. Ortmanns that was scheduled to vest during the 18-month period following his date of termination and earned PSU awards for which the performance period was complete as of the date of termination, which accelerated and vested in connection with the termination of Dr. Ortmanns' employment pursuant to the terms of his existing Change of Control Equity Acceleration Agreement with the Company.

  79. Pension or Non-Qualified Deferred Compensation Plans

    Pension or Non-Qualified Deferred Compensation Plans There were no pension or non-qualified deferred compensation plans in place for any NEOs in fiscal year 2025.

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  81. Estimated Payment and Benefits Upon Termination or Change of Control

    Estimated Payment and Benefits Upon Termination or Change of Control The amount of compensation and benefits payable to each of our NEOs serving as of September 30, 2025, in various termination and change of control situations has been estimated in the tables below. In addition, the actual severance payments and benefits paid to Dr. Ortmanns in connection with the termination of his employment are set forth below. The value of the equity vesting acceleration was calculated for Dr. Ortmanns as of the date of his termination of employment, which was December 31, 2024, and for each of the other NEOs based on the assumption that the change of control and the NEO’s employment termination occurred on September 30, 2025. The per share closing price of the Common Stock on Nasdaq as of December 31, 2024 was $7.85 and the per share closing price of the Common Stock on Nasdaq on September 30, 2025, the last trading day of fiscal year 2025, was $12.46. The value of RSU vesting acceleration was calculated by multiplying the number of RSUs subject to vesting acceleration as of the applicable date, by the per share closing price of our Common Stock as of such date.

  82. Brian Krzanich

    | Executive Benefits and Payment upon Termination | Termination by Company Without Cause Not in Connection with a Change of Control ($) | Termination by Company without Cause or Resignation for Good Reason within 12 Months Following a Change of Control ($) | Termination Due to Death or Disability ($) | | Compensation: | | | | | Cash Severance | 2,400,000(1) | 3,000,000(2) | — | | Health Care Continuation | 47,422(3) | 47,422(4) | — | | Acceleration of Equity Awards | 15,511,180(5) | 28,445,432(6) | 19,822,589(7) | | Total | 17,958,602 | 31,492,854 | 19,822,589(8) |

  83. Antonio Rodriquez

    | Executive Benefits and Payment upon Termination | Termination by Company Without Cause Not in Connection with a Change of Control ($) | Termination by Company without Cause or Resignation for Good Reason within 12 Months Following a Change of Control ($) | Termination Due to Death or Disability ($) | | Compensation: | | | | | Cash Severance | 1,187,500(1) | 1,603,125(2) | — | | Health Care Continuation | 21,832(3) | 32,748(4) | — | | Acceleration of Equity Awards | 3,380,024(5) | 8,584,703(6) | 5,982,358(7) | | Total | 4,589,356 | 10,220,576 | 5,982,358(8) |

  84. Nils Schanz

    | Executive Benefits and Payment upon Termination | Termination by Company Without Cause Not in Connection with a Change of Control ($) | Termination by Company without Cause or Resignation for Good Reason within 12 Months Following a Change of Control ($) | Termination Due to Death or Disability ($) | | Compensation: | | | | | Cash Severance | 1,154,400(1) | 1,558,440(2) | — | | Health Care Continuation | — | — | — | | Acceleration of Equity Awards | 1,413,076(3) | 3,451,345(4) | 2,432,204(5) | | Total | 2,567,476 | 5,009,785 | 2,432,204 |

  85. Jennifer Salinas

    | Executive Benefits and Payment upon Termination | Termination by Company Without Cause Not in Connection with a Change of Control ($) | Termination by Company without Cause or Resignation for Good Reason within 12 Months Following a Change of Control ($) | Termination Due to Death or Disability ($) | | Compensation: | | | | | Cash Severance | 1,250,000(1) | 1,687,500(2) | — | | Health Care Continuation | 31,614(3) | 47,422(4) | — | | Acceleration of Equity Awards | 5,119,166(5) | 13,208,360(6) | 9,109,992(7) | | Total | 6,400,780 | 14,943,282 | 9,109,992(8) |

  86. Christian Mentz

    | Executive Benefits and Payment upon Termination | Termination by Company Without Cause Not in Connection with a Change of Control ($) | Termination by Company without Cause or Resignation for Good Reason within 12 Months Following a Change of Control ($) | Termination Due to Death or Disability ($) | | Compensation: | | | | | Cash Severance | 1,381,793(1) | 1,785,833(2) | — | | Health Care Continuation | — | — | — | | Acceleration of Equity Awards | 1,275,842(3) | 3,241,942(4) | 2,319,030(5) | | Total | 2,657,635 | 5,027,775 | 2,319,030 |

  87. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO named executive officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the Compensation Discussion and Analysis section of this Proxy Statement.

  88. Pay Versus Performance Table

    Pay Versus Performance Table

  89. Pay Versus Performance Table

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Fiscal Year(1) | Summary Compensation Table Total for Mr. Krzanich PEO(2) | Summary Compensation Table Total for Dr. Ortmanns PEO(2) | Summary Compensation Table Total for Mr. Dhawan PEO(2) | Compensation Actually Paid to Mr. Krzanich PEO(3) | Compensation Actually Paid to Dr. Ortmanns PEO(3) | Compensation Actually Paid to Mr. Dhawan PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Cerence Total Shareholder Return | Peer Group Total Shareholder Return(5) | Net Income ($mil.)(6) | Revenue(7) ($mil.) | | 2025 | $8,544,306 | 2,608,182 | $— | 35,147,076 | $2,782,855 | — | $4,473,415 | $9,324,201 | $26 | $168 | $(18) | $251 | | 2024 | $— | 861,734 | $— | — | $-10,879,482 | — | $2,646,188 | $-1,457,744 | $6 | $136 | $(588) | 331 | | 2023 | $— | $14,438,733 | $— | $— | $15,972,323 | — | $6,752,845 | $4,286,095 | $42 | $107 | $(56) | 291 | | 2022 | — | $5,348,695 | 9,512,933 | $— | $-4,314,610 | $-17,453,566 | $2,775,483 | $-1,854,165 | $32 | $90 | $(311) | 341 | | 2021 | — | — | 7,465,574 | — | — | $41,323,599 | $1,803,823 | $10,285,852 | $197 | $144 | 46 | 385 |

  90. Pay Versus Performance Table

    _____________________________ (1)Mr. Krzanich succeeded Dr. Ortmanns as PEO in fiscal year 2025 (on October 7,2024). Dr. Ortmanns succeeded Sanjay Dhawan as PEO in fiscal year 2022 (on December 15, 2021). Dr. Ortmanns served as PEO for the entirely of fiscal year 2023 and 2024. Mr. Dhawan served as the PEO for the entirety of fiscal year 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: •Fiscal year 2025: Antonio Rodriquez, Nils Schanz, Jennifer Salinas, and Christian Mentz •Fiscal year 2024: Antonio Rodriquez, Thomas Beaudoin, Daniel Tempesta, Nils Schanz, Jennifer Salinas, and Iqbal Arshad •Fiscal year 2023: Thomas Beaudoin, Prateek Kathpal, and Iqbal Arshad •Fiscal year 2022: Thomas Beaudoin, Mark Gallenberger, Marc Montagner, Prateek Kathpal, and Christophe Couvreur •Fiscal year 2021: Mark Gallenberger, Stefan Ortmanns, and Leanne Fitzgerald (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable fiscal year in the case of our PEOs, Mr. Krzanich, Dr. Ortmanns, and Mr. Dhawan, and (ii) the average of the total compensation reported in the SCT for the applicable fiscal year for our Non-PEO NEOs. (3)Amounts reported in these columns represent (i) CAP for the applicable fiscal year in the case of our PEOs, Mr. Krzanich, Dr. Ortmanns, and Mr. Dhawan and (ii) the average CAP for the applicable fiscal year for our Non-PEO NEOs; adjustments were made to the amounts reported in the SCT for the applicable fiscal year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Mr. Krzanich, Dr. Ortmanns, and Mr. Dhawan, and for the average of the Non-PEO NEOs in accordance with the requirements of Item 402(v) of Regulation S-K is set forth in the following table:

  91. Pay Versus Performance Table

    | | Fiscal Year 2025 | | | | | Mr. Krzanich PEO | Dr. Ortmanns PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $8,544,306 | $2,608,182 | $4,473,415 | | Minus Change in Pension Value Reported in SCT for the Fiscal Year | $— | $— | $— | | Plus Pension Value Service Cost for the Fiscal Year | $— | $— | $— | | Minus Equity Award Value Reported in SCT for the Fiscal Year | $(6,996,538) | $— | $(3,100,423) | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year | $33,599,308 | $— | $7,729,872 | | Plus Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $— | $— | $199,621 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | $— | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year | $— | $990,264 | $21,715 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $(815,592) | $— | | Plus Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year | $— | $— | $— | | Compensation Actually Paid | $35,147,076 | $2,782,855 | $9,324,201 |

  92. Pay Versus Performance Table

    In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (4)Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2025, 2024, 2023, 2022, and 2021, respectively. TSR is calculated by dividing the difference between the price of the Company’s Common Stock at the end and the beginning of the measurement period by the price of the Company’s Common Stock at the beginning of the measurement period. No dividends were paid by the Company during fiscal years 2021, 2022, 2023, 2024, or 2025. (5)Represents the weighted peer group TSR, weighted according to the respective company's stock market capitalization at the beginning of each period for which a return is indicated. Our peer group for these purposes is the S&P Software & Services Select Industry Index, which is the industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K for all five fiscal years. (6)Reflects the Company’s net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable fiscal year. (7)Revenue is the Company-selected measure. Values shown reflect revenue as calculated for purposes of our executive compensation program for the applicable reporting fiscal year based on the reporting fiscal year’s STIP foreign exchange rate.

  93. CEO PAY RATIO

    CEO PAY RATIO Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. In October 2024, Mr. Krzanich succeeded Dr. Ortmanns as our President and Chief Executive Officer. When a company has had two chief executive officers in the same fiscal year, under Item 402(u) of Regulation S-K the compensation paid to the chief executive officer for purposes of calculating the CEO Pay Ratio can either be (i) a combination of the compensation paid to each person who served as chief executive officer during the fiscal year or (ii) the annualized compensation of the person who was serving as chief executive officer as of the date it used to select the median employee. Because Mr. Krzanich was our President and Chief Executive Officer as of September 30, 2025, the date we used to select our median employee, we chose to use Mr. Krzanich’s annualized fiscal year 2025 compensation for purposes of calculating our fiscal year 2025 CEO Pay Ratio. We identified the median employee by looking at base salary plus target bonus as of September 30, 2025 for all active employees as of that date. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. For fiscal year 2025: •the annual total compensation of the employee identified as our median employee (other than our CEO) was $74,581; and •Mr. Krzanich's annualized fiscal year 2025 total compensation for fiscal year 2025 was $8,569,410. Therefore, our CEO Pay Ratio is approximately 115:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.