DEF 14A of Yext, Inc., Apr 27, 2026

DEF 14A of Yext, Inc.

Filed Apr 27, 2026 · FY20260001628280-26-027491

Open on EDGAR

  1. Nominees for Election to a Three-Year Term Ending at the 2029 Annual Meeting

    Nominees for Election to a Three-Year Term Ending at the 2029 Annual Meeting Daniel Englander is a new nominee for election to the Board. Mr. Englander was referred to us by a member of our Board of Directors and has been nominated by our Board of Directors as a Class III director. Mr. Englander is the founder and Managing Partner of Ursula Capital Partners, an investment management partnership founded in 2004. Ursula Capital Partners served as a financial advisor to Michael Walrath, our Chief Executive Officer and Chairman of our Board of Directors, in connection with his non-binding proposal to acquire all outstanding shares of the Company not already owned by Mr. Walrath. Ursula Capital Partners did not receive any fees from this arrangement. From January 2005 to June 2006, Mr. Englander was a partner of Prescott Securities, an investment fund, and from October 1994 to January 2005, he was employed by Allen & Company, an investment merchant bank. Mr. Englander has served on the boards of directors of America's Car-Mart (NASDAQ: CRMT), a publicly traded automotive retailer, since 2007, Copart, Inc. (NASDAQ: CPRT), a publicly traded online vehicle auction and remarketing services company, since 2006, OneWater Marine, Inc. (NASDAQ: ONEW), a publicly traded recreational marine retailer, since February 2016, and CKX Lands, Inc. (NYSE American: CKX), a land ownership and management company, since October 2018. Mr. Englander also serves on the boards of directors of numerous private companies. Mr. Englander holds a B.A. in History from Yale University. Our Board of Directors has determined that Mr. Englander’s financial, investment and public company board experience, operational and strategic expertise, as well as business development knowledge make him a qualified member of our Board. Andrew Sheehan has served as a director since May 2008 and as our Lead Independent Director since March 2022. Since 2014, Mr. Sheehan has served as the Managing Member of Tippet Venture Partners, a venture capital firm. Mr. Sheehan was a Managing Director of Sutter Hill Ventures, a venture capital firm, from 2007 until February 2021. Mr. Sheehan has served on the Board of Directors of QuinStreet, Inc. (NASDAQ: QNST), a publicly held marketing technology company, since February 2017 and also serves on the boards of directors of a number of private companies in the technology industry. Mr. Sheehan holds a B.A. in English from Dartmouth College and an MBA from the University of Pennsylvania Wharton School. Our Board of Directors has determined that Mr. Sheehan’s leadership experience, expertise as a venture capital investor and knowledge regarding the technology industry make him a qualified member of our Board.

  2. Class I and Class II Directors

    Class I and Class II Directors Mark Davis has served as a director since June 2024. From December 2024 to February 2026, Mr. Davis served as Senior Relationship and Growth Advisor at CrossCountry Consulting, where he has served as a member of the Advisory Council since February 2026. From 1997 to September 2024, Mr. Davis served as an audit & assurance partner at Deloitte & Touche LLP, as well as national managing partner of Deloitte Private Enterprises and managing partner of the Long Island office. Mr. Davis has served on the board of directors of Myriad Genetics, Inc. (NASDAQ: MYGN), a publicly traded molecular diagnostic testing and precision medicine company, since December 2024, where he serves as chair of the audit committee. Mr. Davis currently serves as a member of the Board of Trustees of Adelphi University. Mr. Davis is also a certified public accountant. Mr. Davis holds a B.B.A. from Adelphi University. Our Board of Directors has determined that Mr. Davis’s financial skills, audit and financial services experience make him a qualified member of our Board. Evan Skorpen has served as a director since October 2022. Mr. Skorpen has served as a Partner and the public portfolio manager at Lead Edge Capital Management, LLC since September 2018. Prior to that, Mr. Skorpen served as an investor at ValueAct Capital from August 2015 to August 2018 and at Hellman & Friedman from July 2013 to July 2015. Mr. Skorpen holds a B.A. in Mathematics and Economics from Williams College. Our Board of Directors has determined that Mr. Skorpen’s leadership experience, his expertise as a professional investor and his experience in advising companies make him a qualified member of our Board. Hillary Smith has served as a director since October 2020. Ms. Smith has served as an operating partner at Craft Ventures since September 2019 and also serves as a consultant to various technology companies. Previously, Ms. Smith served as general counsel at a number of public and private technology companies, most recently Square, Inc. (n/k/a Block, Inc.), from December 2016 to March 2018, as well as Right Media and DoubleClick Inc. From July 2015 to October 2016, Ms. Smith served as general counsel and corporate secretary for Zenefits, and from May 2010 to June 2015, she served as general counsel to SuccessFactors, Inc. Ms. Smith has served on the Board of Directors of QuinStreet, Inc. (NASDAQ: QNST), a publicly held marketing technology company, since April 2021 and on the Board of Directors at Elevate Services, Inc., a private company that offers consulting, technology, and services to law departments and law firms, since November 2018. Ms. Smith holds a B.A. in History from Montana State University-Bozeman and a J.D. from Cornell Law School. Our Board of Directors has determined that Ms. Smith’s experience advising technology companies on legal and regulatory matters makes her a qualified member of our Board. Michael Walrath has served as our Chief Executive Officer since March 2022, as the Chairman of our Board of Directors since March 2011 and as a director since November 2009. Mr. Walrath was the Founder and Chief Executive Officer of Right Media, an online advertising company, from January 2003 until its acquisition by Yahoo! in 2007. Mr. Walrath served on the Board of Directors of a publicly traded corporation, Lerer Hippeau Acquisition Corp., from March 2021 to December 2022, and also sits on the boards of directors of a number of private software and media companies. Mr. Walrath holds a B.A. in English from the University of Richmond. Our Board of Directors has determined that Mr. Walrath’s extensive experience as an entrepreneur in the technology and advertising industries, as well as his experience leading and advising high-growth companies, makes him a qualified member of our Board. Seth Waugh has served as a director since March 2020. Since July 2025, Mr. Waugh has served as Chairman of Rafferty Holdings. From August 2018 to June 2024, Mr. Waugh served as the Chief Executive Officer of The PGA of America. Mr. Waugh has served as a Senior Advisor at Silver Lake since 2017. Since 2015, Mr. Waugh has served on the board of directors of Franklin Resources, Inc. (NYSE: BEN), an investment management holding company. He has also served on the advisory board of Workday, Inc. since June 2014 and as the non-executive chairman of Alex Brown, a division of Raymond James, since September 2016. Previously, he was a Managing Director at Silver Lake, in 2018 and Vice Chairman of Florida East Coast Industries, LLC, the parent company of several commercial real estate, transportation and infrastructure companies based in Florida, from 2013 to 2017. He served on the FINRA Board of Governors from 2009 to 2015. From 2000 to 2013, Mr. Waugh served in various roles at Deutsche Bank Americas, including Chief Executive Officer and Chairman of the Board of Directors of Deutsche Bank Securities Inc. Earlier in his career, he served as Chief Executive Officer of Quantitative Financial Strategies, a hedge fund. Mr. Waugh also served in various capacities at Merrill Lynch over eleven years, including Co-head of Global Debt Markets. Mr. Waugh also serves on the boards of directors of numerous private companies. Mr. Waugh holds a B.A. in Economics and English from Amherst College. Our Board of Directors has determined that Mr. Waugh’s financial skills and investment management and financial services experience make him a qualified member of our Board.

  3. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our Board of Directors has delegated to the nominating and governance committee the responsibility of identifying individuals qualified to become board members and recommending to the Board of Directors nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board of Directors or management. In its evaluation of director candidates, including the members of the Board of Directors eligible for re-election, the nominating and governance committee will consider the current size and composition of the Board of Directors and the needs of the Board of Directors and its committees. Some of the factors that our nominating and governance committee considers include, without limitation, character, integrity, judgment, diversity, including diversity in terms of gender, race, ethnicity and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and similar factors. Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing Board of Directors, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that are required of a member of the Board of Directors and the commitment of time and energy necessary to diligently carry out those responsibilities. The nominating and governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the committee from other sources. Stockholders should submit recommendations for director candidates to our General Counsel or the Legal Department, at 61 Ninth Avenue, New York, New York 10011. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership. A stockholder that wants to nominate a candidate for election to the Board should direct the nomination by written notice to the Corporate Secretary and must meet the deadlines and other requirements set forth in the Company’s bylaws and the rules and regulations of the SEC. See “Requirements, Including Deadlines, For Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders” for more information.

  4. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors The following table sets forth information concerning compensation earned by the non-employee members of our Board of Directors in fiscal 2026. Information concerning the compensation earned by Michael Walrath, our Chief Executive Officer, in fiscal 2026 is set forth in the section titled “Executive Compensation.”

  5. Compensation of Non-Employee Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Mark Davis | 56,000 | 227,629 | 283,629 | | Jesse Lipson | 43,500 | 227,629 | 271,129 | | Andrew Sheehan | 71,500 | 227,629 | 299,129 | | Evan Skorpen | 43,500 | 227,629 | 271,129 | | Hillary Smith | 61,000 | 227,629 | 288,629 | | Seth Waugh | 39,750 | 227,629 | 267,379 |

  6. Compensation of Non-Employee Directors

    (1)Represents the aggregate grant-date fair value of the awards as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value 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 January 31, 2026. These amounts may not correspond to the actual value that may be received by the independent directors. (2)All non-employee directors were granted 27,131 restricted stock units or restricted stock awards on June 11, 2025. All of the shares subject to such awards vest on June 11, 2026, subject to the director’s continued service to the Company on such date. We also reimburse our non‑employee directors for their reasonable out‑of‑pocket costs and travel expenses in connection with their attendance at Board of Directors and committee meetings. The following table lists all outstanding options, restricted stock and restricted stock unit awards held by our non‑employee directors as of January 31, 2026:

  7. Compensation of Non-Employee Directors

    | Name | Option Awards (#) | Stock Awards (#) | | Mark Davis | — | 68,798 | | Jesse Lipson | — | 48,965(1) | | Andrew Sheehan | — | 27,131 | | Evan Skorpen | — | 33,672(2) | | Hillary Smith | — | 27,131 | | Seth Waugh | — | 33,061(4) |

  8. Compensation of Non-Employee Directors

    (1)The amount includes 21,834 vested but deferred restricted stock units. (2)The amount includes 6,541 restricted stock awards received in lieu of cash compensation. (3)The amount includes 5,930 restricted stock awards received in lieu of cash compensation.

  9. Outside Director Compensation Policy

    Outside Director Compensation Policy Members of our Board of Directors who are not employees are eligible for awards pursuant to our Amended and Restated Outside Director Compensation Policy in the form of cash and/or equity, as described below.

  10. Executive Compensation Philosophy, Objectives and Design

    Executive Compensation Philosophy, Objectives and Design We strive to maintain sound corporate governance standards in our executive compensation policies and practices. The compensation committee reviewed our fiscal 2026 executive compensation program to evaluate its consistency with our short- and long-term goals given the rapidly evolving and dynamic nature of our business and the market in which we compete for executive talent. In addition, in fiscal 2026, we maintained the following sound corporate governance policies and practices with respect to our executive compensation program: What we do •We link pay to performance by structuring a substantial amount of total compensation for our named executive officers in the form of variable compensation that aligns the interests of our named executive officers and shareholders in maximizing the shareholder value. •Our compensation committee is made up solely of independent directors and makes all executive compensation decisions. •Our compensation committee reviews our executive and broad-based compensation strategy annually to align incentives with principles of prudent risk management. •Our compensation committee directly engages an independent compensation consultant, Compensia, to provide analysis for the annual executive compensation review and guidance on other executive compensation matters independent of management. •Our compensation committee reviews external market data when making compensation decisions and annually reviews our peer groups with its independent compensation consultant. •Our compensation committee periodically reviews the external market for qualified independent consultants to ensure that the compensation committee receives the highest quality data, advice and counsel from its independent advisors. •We maintain a clawback policy in compliance with Section 10D of the Exchange Act and NYSE listing standards. What we do not do •We do not provide guaranteed minimum annual cash incentive compensation. •We provide for single trigger vesting acceleration benefits upon a change of control only to Mr. Walrath, and only if relevant stock price and/or total shareholder return targets are satisfied. •We do not provide excessive severance or change of control related benefits. •We do not offer golden parachute tax gross-ups to any of our named executive officers or other executive officers. •We prohibit our named executive officers, the members of our Board of Directors and other employees from hedging or similar transactions designed to decrease risks associated with holding our equity securities.

  11. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives We operate in a highly competitive business environment, which is characterized by frequent technological advances and rapidly changing market requirements. To successfully grow our business in this dynamic environment, we must continually develop and refine our products and services to support our customers’ needs. To achieve these objectives, we require a highly talented and seasoned team of technical, sales, marketing, operations, and other business professionals. The market for skilled personnel in the software industry is very competitive. We compete with other companies in our industry globally and other companies in the major metropolitan areas in the United States to attract and retain a skilled management team. To attract and retain qualified executive candidates, our compensation committee seeks to develop competitive compensation packages while rewarding named executive officers for performance. At the same time, our compensation committee is sensitive to the need to balance both market competitive and internal equity considerations. We believe compensation should serve to align the interests of named executive officers with the interests of shareholders in maximizing shareholder value. To meet this challenge, we have embraced a compensation philosophy of offering our named executive officers competitive total direct compensation, which is comprised of base salary, short-term cash incentive compensation, and long-term equity awards, in addition to employee benefits and severance and change of control protections. We believe this philosophy allows us to attract, retain, and motivate talented executives who have the skills and abilities needed to drive our desired business results while aligning the incentives of our named executive officers with our stockholders’ interests. The specific objectives of our executive compensation program are to: •Drive the development of a growing business and the achievement of growth objectives; •Attract, motivate, reward, and retain highly qualified executives who are critical to our success; •Recognize strong individual achievement; and •Align incentives of our executives to create long-term value for our stockholders.

  12. Executive Compensation Program Design

    Executive Compensation Program Design Our executive compensation program reflects our stage of development as a growing publicly-traded company. To support our growth objectives and reinforce a strong pay-for-performance culture, the majority of total direct compensation for our named executive officers is variable compensation in the form of cash incentive compensation tied to the achievement of our short-term financial objectives and equity awards tied to the long-term performance of our common stock. We believe these incentives in turn align the interests of our named executive officers with those of our stockholders. Within this overall framework, our compensation committee reviews each component of executive compensation separately and relative to the overall compensation package to determine whether such amounts and mix of components further the objectives of our executive compensation program. Additionally, we designed our executive compensation program to provide competitive total direct compensation. To assess the competitiveness of our total direct compensation, the compensation committee considers the total direct compensation at companies in our compensation peer group at the 50th and 75th percentile; however, the compensation committee does not specifically benchmark the compensation of any individual to a precise percentile within this general percentile range. In establishing target total direct compensation for each of our named executive officers, the compensation committee may also take into account each named executive officer's prior experience, in terms of former employers and roles at such employers, the prevalence of executives with a comparable level of skill and experience and potential competitors for such executive's talent. We believe our executive compensation program is appropriate for a company of our size, in our industry, and in our stage of growth. As the Company matures, we will continue to evaluate our executive compensation program and governance practices. We offer cash compensation in the form of base salaries and annual cash incentive compensation opportunities. Cash incentive compensation is used to create meaningful variation in actual total cash compensation based on differences in business results in a given year. In recent years, we have structured our annual cash incentive compensation opportunities to focus on the achievement of specific annual financial objectives that we believe will further our longer-term growth objectives. While discretion may be exercised to increase a named executive officer's cash incentive compensation based on individual results, cash incentive compensation is largely based on the Company's financial performance. Additionally, equity awards serve as a key component of our executive compensation program. Currently, we grant restricted stock units to deliver market competitive levels of compensation and to provide executives with value realized over time based on the long-term performance of our common stock as well as our results of operations. We believe that by providing equity awards with multi-year vesting and performance provisions, we incentivize and reward our named executive officers for long-term corporate performance based on the value of our common stock and, thereby, align the interests of our named executive officers with those of our stockholders. In addition, the compensation committee believes that offering meaningful equity ownership with multi-year vesting and performance provisions assists us in retaining our named executive officers. Finally, we offer executives standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, life and disability insurance and 401(k) plans, and our executives pay the same rates as all other employees. Our compensation committee evaluates our compensation philosophy and executive compensation program as circumstances require, and reviews compensation for our named executive officers annually, generally in the second quarter of the fiscal year. As part of this review, we expect that our compensation committee will apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our executive compensation remains competitive and that we meet our retention objectives, as well as the cost to the Company if we were required to find a replacement for a named executive officer. Adjustments to a named executive officer's compensation made in connection with this review generally occur in the second quarter of the fiscal year with adjustments to cash compensation generally effective as of May 1 of the fiscal year and, unless further adjusted by the compensation committee, remaining in effect for the remainder of that fiscal year until May 1 of the subsequent fiscal year.

  13. Role of Compensation Consultant

    Role of Compensation Consultant Our compensation committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit, in connection with carrying out its duties. In fiscal 2026, our compensation committee continued to engage Compensia, a national compensation consulting firm, to advise on our executive and non-employee director compensation strategy and guiding principles, our current executive total compensation levels relative to competitive market practices, our compensation peer group, and potential executive compensation decisions. Compensia reports directly to our compensation committee and attends meetings of our compensation committee, as requested. Although our compensation committee considers the recommendations of Compensia as to our executive and non-employee director compensation programs, these recommendations are only one factor in our compensation committee’s decision-making process. In fiscal 2026, Compensia did not provide any services to us other than the services provided to our compensation committee. Our compensation committee has assessed the independence of Compensia in fiscal 2026 taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the listing standards of the NYSE, and has concluded that no conflict of interest exists with respect to the work that Compensia performs for our compensation committee.

  14. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, we refer to the pay practices of our peer companies as well as industry surveys, including the Radford Global Technology Survey, and where appropriate, a broader set of industry comparable practices.

  15. Competitive Positioning

    Competitive Positioning With the assistance of Compensia, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. The compensation committee reviews our compensation peer group at least annually and adjusts its composition, as necessary, based on changes in both our business and the businesses of the companies in the peer group. For fiscal 2026, the selection criteria for our compensation peer group targeted companies with comparable software as a service business models and business software applications, with annual revenues generally between $200 million and $790 million, and market capitalization generally between approximately $287 million and $2.6 billion. Our compensation peer group for fiscal 2026 included the following companies:

  16. Competitive Positioning

    | 8x8 | Amplitude | BigCommerce Holdings | | Consensus Cloud Solutions | Couchbase | Digital Turbine | | Domo | E2open Parent Holdings | Fastly | | Magnite | N-able | Olo | | Progress Software | PubMatic | Semrush Holdings | | Sprinklr | Sprout Social | |

  17. Competitive Positioning

    In setting the various elements of compensation for our named executive officers, our compensation committee reviews target total direct compensation (which is comprised of base salary, short-term cash incentive compensation and long-term equity awards vesting in a given calendar year) and the elements thereof for our named executive officers and those of similarly situated executives of our compensation peer group. Compensia provided data at varying percentiles for such compensation, and our compensation committee used these data as market reference points. For certain named executive officers, the data from the peer group may be supplemented with survey information where we believe the peer group alone does not provide sufficient information for similarly situated executives or when we believe the peer information is otherwise not comparable. While our compensation committee reviews compensation information of the peer group and survey information as elements in determining a competitive level of compensation, our compensation committee considers other factors in setting actual compensation, including prior experience, compensation history, potential competitors for such executive’s talent, the overall competitive market for our executives, the alignment between the market‑based positions and the actual responsibilities of our executives, each executive’s contributions and performance, internal parity, the scope of each executive’s responsibility, the value of each executive’s unvested equity holdings, our short-and long-term objectives, and prevailing market conditions.

  18. Base Salary

    Base Salary Base salary is the primary fixed component of our executive compensation program, which we use to compensate our named executive officers for the scope and impact of their job. Generally, we establish the initial base salaries of our named executive officers through arm’s-length negotiation at the time we hire the individual named executive officer, taking into account position, qualifications, experience, salary expectations, compensation data from surveys of similarly-situated companies in our compensation peer group, and the base salaries of our other executives. Thereafter, our compensation committee reviews the base salaries of each named executive officer annually and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a named executive officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market conditions, as appropriate. Our compensation committee reviewed our executive compensation program, including the base salaries of our named executive officers in the second quarter of fiscal 2026. Our compensation committee considered the peer group compensation data provided by Compensia, the recommendations of our CEO (except with respect to his own base salary), as well as other relevant factors, including, among others, the performance and contributions of each of our named executive officers and the heightened competition for experienced leadership in our industry. The base salaries of our named executive officers in fiscal 2026 were as follows:

  19. Cash Incentive Compensation

    Cash Incentive Compensation We use cash incentive compensation to motivate our named executive officers to achieve our annual financial objectives while making progress towards our longer-term strategic and growth goals. Accordingly, cash incentive compensation is used to create meaningful differences in total cash compensation to reflect differences in business results in a given year. Our executive bonus plan allows our compensation committee to provide cash incentive compensation to employees approved by our compensation committee, including our named executive officers. Our compensation committee administers our omnibus employee incentive plan (the “Employee Incentive Plan”). Generally in the first or second quarter of each fiscal year, following the Board of Director’s approval of our annual operating plan, our compensation committee adopts an incentive compensation plan for executives for the applicable fiscal year under our Employee Incentive Plan (the “executive bonus plan”). As a part of creating the executive bonus plan, the compensation committee establishes the plan participants, the size of the target cash incentive compensation pool, the performance goals to be used to determine whether to make payouts, the associated target levels for each performance goal, and the potential payouts based on actual performance for the fiscal year. The compensation committee in its sole discretion may determine the performance goals (if any) applicable to any award or portion of an award, which may include the attainment of one or more financial, operational, or business objectives. The performance goals may be consistent across all Employee Incentive Plan participants or differ from participant to participant and from award to award. Generally, in the second quarter of each fiscal year, our compensation committee establishes target annual cash incentive compensation opportunities for each named executive officer. Adjustments to a named executive officer’s compensation made in connection with this review is generally effective as of May 1 of the fiscal year and, unless further adjusted by the compensation committee, remains in effect for the remainder of that fiscal year until May 1 of the subsequent fiscal year. The target annual cash incentive compensation opportunities for each named executive officer for any fiscal year is subject to the terms of the executive bonus plan for that fiscal year as described in the paragraph above. Achievement of performance goals and the amount of the cash incentive compensation to be awarded to each named executive officer are determined by our compensation committee after the end of the applicable performance period based on our actual performance relative to the performance goals. As the administrator of our Employee Incentive Plan, the compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the incentive pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers. Our Board of Directors and our compensation committee in their sole discretion have the authority to amend, suspend or terminate our Employee Incentive Plan, provided such action does not impair the existing rights of any participant with respect to any earned awards. Actual awards are paid in cash only after performance goals have been achieved and require continued employment through the last day of the performance period and the date the actual award is paid. Payment of awards occurs as soon as administratively practicable after they are earned, but no later than within the timeline set forth in our Employee Incentive Plan. Our compensation committee reviewed our executive compensation program, including the target annual cash incentive compensation opportunities for our named executive officers in the second quarter of fiscal 2026. The target annual cash incentive compensation opportunities under our executive bonus plan for our named executive officers during the fiscal year ended January 31, 2026, were as follows:

  20. Cash Incentive Compensation

    | Named Executive Officer | Fiscal 2026 Executive Bonus Plan Target Award Opportunity ($) | | Michael Walrath | 550,000 | | Darryl Bond | 325,000 | | Ho Shin | 205,000 |

  21. Fiscal 2026 Executive Bonus Plan

    Fiscal 2026 Executive Bonus Plan In considering the relevant performance goals for the named executive officers the compensation committee seeks to encourage an efficient level of revenue growth and profitability that are aligned with the interests of the Company’s stockholders. The compensation committee determines the target levels for each of these performance goals in consultation with management after taking into consideration our performance for the current and immediately preceding fiscal year. To that end, with respect to the executive bonus plan for fiscal 2026 (the “Fiscal 2026 Executive Bonus Plan”), the compensation committee established fiscal 2026 total revenue of $452.0 million and Adjusted EBITDA of $104.0 million as the relevant performance goals, which were weighted 50% and 50%, respectively. Readers are encouraged to review Appendix A for additional information regarding Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss. While the compensation committee regularly reviewed our executive compensation program in fiscal 2026 and the expected payouts under the program, the compensation committee did not adjust the performance goals for our Fiscal 2026 Executive Bonus Plan, despite the impact of foreign exchange rates and other macro-economic factors on our business. These performance objectives should not be interpreted as a prediction of how the Company will perform in future periods. As described above, the purpose of these objectives was to establish a method for determining the payment of annual cash incentive compensation. You are cautioned not to rely on these performance goals as a prediction of our future performance. A named executive officer’s cash incentive compensation, if any, is computed using a payout percentage, based on the weighted average of the achievement percentages for each performance goal, applied to the named executive officer’s target annual cash incentive compensation opportunity. First, an achievement percentage for each performance goal is computed based upon the Company’s actual performance relative to the performance goals established by the compensation committee. Each achievement percentage is then subject to a multiplier. If actual total revenues for the performance period exceeds or falls below the performance goal established by the compensation committee for such performance period, each 0.1% achievement above or below the performance goal increases or reduces the revenue achievement percentage by 1.0%, respectively. However, if actual total revenues does not equal or exceed 95% of the revenue performance goal, then the achievement percentage for total revenue would be reduced to zero. If actual Adjusted EBITDA exceeds or falls below the performance goal established by the compensation committee for such performance period, each 0.1% achievement above or below the performance goal increases or reduces the Adjusted EBITDA achievement percentage by 0.2%, respectively. Additionally, if actual Adjusted EBITDA is less than 100% of the Adjusted EBITDA performance goal, then the achievement percentage for total Adjusted EBITDA is capped at 90%. After the achievement percentage for each performance goal has been computed as described above, the percentages are weighted according to the weightings the compensation committee ascribed to each performance goal to determine the payout percentage. Furthermore, if the weighted average of the total revenue and Adjusted EBITDA achievement percentages, without regard to the respective multipliers, is less than 50%, no cash incentive compensation will be paid. In addition, each named executive officers’ cash incentive compensation is subject to a maximum payout equal to 150% of the named executive officer’s target annual cash incentive compensation opportunity, and the compensation committee reserved discretion to reduce the bonus payout percentage. The Fiscal 2026 Executive Bonus Plan allows for the discretion of the compensation committee to adjust a named executive officer’s cash incentive compensation based on individual results, performance and contributions during the performance period and other factors, and actual cash incentive compensation paid to the named executive officers is predominantly based on the Company’s performance relative to the performance goals established by the compensation committee. For fiscal 2026, total revenue was $446.6 million and Adjusted EBITDA was $107.3 million, and the resulting payout percentages were calculated as follows:

  22. Fiscal 2026 Executive Bonus Plan

    | Performance Goal | Performance Goal Weighting | Percentage of Target Achievement | Percentage of Target Payout | | Total Revenue | 50% | 98.80% | 46.40% | | Adjusted EBITDA | 50% | 103.22% | 56.43% | | Payout Percentage | | | 102.83% |

  23. Fiscal 2026 Executive Bonus Plan

    In addition, in connection with the adoption of the Fiscal 2026 Executive Bonus Plan, the compensation committee established a separate pool of discretionary cash incentive compensation. Senior executives that participate in the Fiscal 2026 Executive Bonus Plan including the named executive officers other than our Chief Executive Officer are eligible for discretionary cash incentive compensation upon the recommendation of our Chief Executive Officer and approval by our compensation committee. The discretionary cash incentive compensation pool would only be funded up to a maximum of ten percent of the total cash incentive compensation pool, if the weighted average of the total revenue and Adjusted EBITDA achievement percentages, without regard to the respective multipliers, exceeded 50%. Accordingly, the cash incentive compensation payable to the named executive officers under the Fiscal 2026 Executive Bonus Plan was:

  24. Fiscal 2026 Executive Bonus Plan

    | Named Executive Officer | Fiscal 2026 Executive Bonus Plan Cash Incentive Compensation Payable ($) | | Michael Walrath | 503,608 | | Darryl Bond | 327,944 | | Ho Shin | 208,304 |

  25. Equity Awards

    Equity Awards We grant equity awards with multi-year vesting provisions to incentivize and reward our named executive officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our named executive officers with those of our stockholders. Since the completion of our initial public offering, our equity awards have generally been made in the form of restricted stock units, or RSU, awards that are settled in shares of our common stock. Equity awards are generally subject to vesting over a two to five-year period based on continued employment, with awards generally subject to vesting in equal quarterly increments. We believe the time-based vesting requirement of our long-term equity incentive awards promotes retention by providing an incentive for our named executive officers to remain in our employment throughout the vesting period. The size of the equity awards that we grant to our named executive officers in connection with their hire is determined through arm’s-length negotiation, taking into account such factors as the named executive officer’s prospective role and responsibilities, the named executive officer’s expected cash compensation, the equity award’s potential incentive and retention value, survey data on the size of new-hire awards provided by similar companies to similarly-situated employees, and prevailing market conditions. On a periodic basis, most often annually, we also grant equity awards to our named executive officers as additional incentive to continue service with us or to recognize exceptional corporate and individual performance. Fiscal 2026 Equity Awards At the start of fiscal 2026, the compensation committee reviewed our Chief Executive Officer’s compensation since he started in the role in fiscal 2023. Given Mr. Walrath’s compensation opportunities had historically been in the form of performance-based equity compensation with no cash compensation, his realized pay from fiscal 2023 through fiscal 2025 was zero while his reported grant value in the proxy statement compensation tables reflected an average of approximately $6.3 million in average compensation over each of those three fiscal years. In light of that disparity, the compensation committee desired to provide him compensation, equally balanced between time and performance at the targeted level with ability for upside for achievement in goals over which management had more direct impact. Further, the time horizon for the fiscal 2026 equity awards to our Chief Executive Officer was intentionally determined to be a shorter period of two years to recognize Mr. Walrath’s contributions and performance to date as well as the lack of realized value from earlier grants to date. With these considerations in mind, on March 12, 2025, the compensation committee approved the grant of 625,000 time-based RSUs to Mr. Walrath. One-eighth of the shares subject to these RSU awards vested on June 20, 2025 and vest quarterly thereafter on each of September 20, December 20, March 20, and June 20, subject to Mr. Walrath’s continued service to us on each such vesting date. On March 12, 2025, the compensation committee also approved the grant of 625,000 performance-based restricted stock units, or PSUs, to Mr. Walrath. Mr. Walrath’s PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of our reported annual recurring revenue, or ARR, and a “Rule of 40” summation of the percentage growth in our reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027. 50% of the total target PSUs will be eligible to be earned in each performance period, and the maximum number of PSUs that may become eligible to vest in connection with achievement in excess of the target will be no more than 250% of the target number of PSUs. The PSUs that become eligible to vest with respect to a performance period will vest on March 20 following the end of that performance period, subject to Mr. Walrath’s continued service through that date. The grant of RSUs and PSUs are intended to supplement Mr. Walrath’s existing grants and incentivize and retain Mr. Walrath in his capacity as our Chief Executive Officer. In fiscal 2026, the compensation committee reviewed market data and analysis of the named executive officers’ (other than our Chief Executive Officer’s) unvested equity awards in the second quarter of the fiscal year. On June 5, 2025, our compensation committee approved the grant of annual time‑based RSU awards to Messrs. Bond and Shin covering 300,000 and 185,000 shares, respectively, in accordance with our historical practices. One-eighth of shares subject to these RSU awards vested on March 20, 2026 and vest quarterly thereafter on each of June 20, September 20, December 20, and March 20, subject to Mr. Bond’s or Mr. Shin’s continued service to us on each such vesting date. On June 5, 2025, our compensation committee also approved the grant of PSUs to Messrs. Bond and Shin, covering 60,000 and 40,000 shares, respectively. These PSUs are eligible to vest on the same terms and schedule as Mr. Walrath’s PSU grant that was issued on March 12, 2025. To determine the size of the fiscal 2026 RSU and PSU awards to our named executive officers, the compensation committee considered many factors such as the competitiveness of the equity awards based on market data provided by the compensation committee’s consultant, including the market 50th and 75th percentile; the economic value of the named executive officer’s unvested equity awards and the ability of this equity to satisfy our retention objectives; the named executive officer’s performance, contributions, responsibilities, and experience; the equity award recommendations of our Chief Executive Officer (except with respect to his awards); and the alignment of each named executive officer’s interest with those of shareholders in maximizing shareholder value. To assess the competitiveness of the proposed equity award, as one relevant factor in the analysis, the compensation committee reviewed each named executive officer’s intended total direct compensation on an annual basis over a multi-year period, which includes the projected value of current and proposed equity awards vesting in each year, applying a share price growth assumption to those awards. The vesting of all equity awards granted to our named executive officers in fiscal 2026 may be accelerated upon the termination of their employment under certain circumstances, as described under “Executive Compensation—Named Executive Officer Employment Agreements” and “—Potential Payments upon Termination or Change in Control”. See “Executive Compensation—Summary Compensation Table” and “—Grants of Plan-Based Awards” for further details about these awards.

  26. Equity Granting Practices

    Equity Granting Practices We do not grant equity awards on a predetermined schedule, but typically approve equity awards either at regularly scheduled meetings of our board of directors or during an open trading window. We have not granted, nor do we intend to grant, stock options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose. Previously Granted Performance-Based Equity Awards Earned in Fiscal 2026 Mike Walrath 2024 rTSR Award On January 12, 2024, the compensation committee approved the grant of 1,250,000 PSUs at target level achievement under the 2016 Plan to Michael Walrath. A target number of 1,250,000 PSUs will become eligible to vest in up to two installments based on the total shareholder return of the Company (“Company TSR”) during each of the following performance periods (each, a “Performance Period”) relative to the total shareholder return of companies in the S&P Software and Services Select Index (the “Indexed Companies”): (i) December 19, 2023 to March 31, 2025 (“Performance Period One”); and (ii) December 19, 2023 to March 31, 2026 (“Performance Period Two”). The starting Company TSR for both the Company and the Indexed Companies shall be calculated based on the respective 30-trading day average closing price ending with December 19, 2023, and the ending Company TSR will be calculated based on the respective 30-trading day average closing price ending with the last trading day of the applicable Performance Period. The total number of PSUs that will be eligible to vest range from 0% to 200% (the “Achievement Percentage”) of the target number of PSUs. One half of the PSUs will be eligible to vest as a result of performance for each of Performance Period One and Performance Period Two. The Achievement Percentage of the target number of PSUs that may vest are (i) 0% if Company TSR ranks below the 40th percentile of the Indexed Companies, (ii) 50% if Company TSR ranks at or above the 40th percentile but below the 60th percentile of the Indexed Companies, (iii) 100% if Company TSR ranks at the 60th percentile of the Indexed Companies, and (iv) 200% if Company TSR ranks at the 75th percentile of the Indexed Companies. If Company TSR ranks between these percentile thresholds, the Achievement Percentage of the target number of PSUs that may vest is determined using linear interpolation. Performance Period One completed during fiscal 2026. The Company’s TSR for Performance Period One was 1.79% resulting in the Company achieving in approximately the 45th percentile of Indexed Companies and a 62.7% payout multiplier for Performance Period One. Thus, Mr. Walrath earned 391,875 shares in fiscal 2026 for Performance Period One (62.7% of 625,000). Rule of 40 Grants As described above, half of the Rule of 40 grants to Messrs. Walrath, Bond and Shin were eligible to vest based on performance goals for fiscal 2026. For fiscal 2026, the target for 100% achievement was a combination of percentage growth in reported ARR and Adjusted EBITDA Margins equal to 23. Maximum 150% achievement was a score of 28. The Company’s achieved percentage growth of: (i) ARR of 0.36% and (ii) Adjusted EBITDA Margin of 24.03% resulting in a score of 24.39. In addition to achievement based the score, the actual payout is multiplied upward or downward based on ARR growth with no multiplier occurring at 0% ARR growth and up to an additional 100% payout for ARR growth of 10%. Based on the score of 24.39 and ARR growth of 0.36%, our named executive officers achieved 117.46% payout for fiscal 2026. Thus, for the Rule of 40 grants for fiscal 2026, (i) Mr. Walrath earned 367,062 shares, (ii) Mr. Bond earned 35,238 shares, and (iii) Mr. Shin earned 23,492 shares.

  27. Severance and Change of Control

    Severance and Change of Control Our Board of Directors has adopted a change of control and severance policy, which applies to our named executive officers other than our Chief Executive Officer. The material terms of this policy and the change of control provisions in our equity incentive plans are set forth in “Executive Compensation—Potential Payments upon Termination or Change in Control” below.

  28. “Parachute Payments” and Deferred Compensation

    “Parachute Payments” and Deferred Compensation Certain service providers may be subject to an excise tax under Section 4999 of the Internal Revenue Code if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and we, or a successor, may forfeit a deduction on the amounts subject to this excise tax under Section 280G of the Internal Revenue Code. Section 409A of the Internal Revenue Code (“Section 409A”) imposes significant additional taxes on a service provider if the service provider receives “deferred compensation” that does not meet the requirements of Section 409A. We do not provide (and did not have any agreements or obligations to provide) any of our named executive officers with a “gross-up” payment or other reimbursement for any excise tax liability that he might owe under Section 4999 or for any additional tax that he might owe under Section 409A.

  29. Accounting Considerations

    Accounting Considerations Authoritative accounting guidance on stock compensation requires measurement of the compensation expense for all share-based awards made to employees (such as our named executive officers) and directors based on the grant date “fair value” of the awards. Even though our named executive officers and directors may never realize any value from their equity awards, these values have been calculated for accounting purposes and reported in the tables below. This guidance also requires us to recognize the compensation cost of share-based awards in our income statements over the period that the named executive officer or director is required to continue service with us in order to vest in the equity award.

  30. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers in fiscal 2026.

  31. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non‑Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Walrath | 2026 | 482,308 | — | 7,675,000 | 503,608 | 33,057(5) | 8,693,973 | | Chief Executive Officer | 2025 | — | 500,000 | — | — | 39,845 | 539,845 | | | 2024 | — | — | 7,587,500 | — | 9,069 | 7,596,569 | | Darryl Bond | 2026 | 444,770 | — | 3,168,000 | 327,944 | 29,589(6) | 3,970,303 | | Chief Financial Officer | 2025 | 426,136 | — | 2,557,020 | 286,341 | 29,694 | 3,299,191 | | | 2024 | 409,808 | — | 767,600 | 299,406 | 35,408 | 1,512,222 | | Ho Shin | 2026 | 442,385 | — | 1,980,000 | 208,304 | 35,032(7) | 2,665,721 | | General Counsel | 2025 | 431,135 | — | 1,769,660 | 186,122 | 34,560 | 2,421,477 | | | 2024 | 420,001 | — | 262,150 | 205,896 | 41,066 | 929,113 |

  32. Summary Compensation Table

    (1)For fiscal year 2025, this consists of a one-time discretionary bonus for Mr. Walrath. For additional information regarding this bonus, see “Compensation Discussion and Analysis—Executive Compensation Program Components—Walrath Cash Bonus” in the proxy statement for the Company’s 2025 annual meeting of stockholders filed with the SEC on April 28, 2025. (2)The amounts in this column represent the aggregate grant‑date fair value of the award as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant‑date fair value of the awards reported in this column 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 January 31, 2026. These amounts may not correspond to the actual value that `may be received by the named executive officers. (3)The amounts reported represent the target amounts achieved in the applicable fiscal year under our executive bonus plan. For additional information regarding our executive bonus plan, see “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation.” (4)The amounts include premiums paid for participation in our employee welfare benefits plan. For fiscal years 2024 and 2025, these amounts include 100% of the premiums paid for participation in our employee welfare benefits plan through June 30, 2024 for Messrs. Bond and Shin and through January 1, 2025 for Mr. Walrath. We do not fully pay premiums for any employees. (5)Consists of $33,057 of premiums paid for participation in our employee welfare benefits plan. (6)Consists of $1,438 of 401(k) matching contributions and $28,151 of premiums paid for participation in our employee welfare benefits plan. (7)Consists of $2,800 of 401(k) matching contributions and $32,232 of premiums paid for participation in our employee welfare benefits plan.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of incentive plan-based awards made to each of our named executive officers during fiscal 2026. Each of these types of awards is discussed in “Compensation Discussion and Analysis” above.

  34. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts under Equity Incentive Plan Awards | | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Target ($)(1) | Maximum ($)(2) | Threshold (#) | Target (#) | Maximum (#) | | | | | Michael Walrath | — | 550,000 | 825,000 | — | — | — | — | — | — | | | 3/12/2025 | — | — | — | — | — | 625,000 | 625,000(4) | 3,837,500 | | | 3/12/2025 | — | — | — | 625,000 | 1,562,500 | — | —(5) | 3,837,500 | | Darryl Bond | — | 325,000 | 487,500 | — | — | — | | — | — | | | 6/5/2025 | — | — | — | — | — | | 300,000(6) | 2,640,000 | | | 6/5/2025 | | | — | 60,000 | 150,000 | | (5) | 528,000 | | Ho Shin | — | 205,000 | 307,500 | — | — | — | | — | — | | | 6/5/2025 | — | — | — | — | — | | 185,000(6) | 1,628,000 | | | 6/5/2025 | — | — | — | 40,000 | 100,000 | | —(5) | 352,000 |

  35. Grants of Plan-Based Awards

    (1) The amounts in this column represents the annualized target cash incentive compensation opportunities for fiscal 2026 under the Employee Incentive Plan. The cash incentive compensation granted to a named executive officer is based on the achievement of certain performance goals established by the compensation committee. If minimum performance goals established by the compensation committee are not achieved, no cash incentive compensation will be paid. See “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation” for additional information regarding performance goals and the computation of cash incentive compensation. (2) The amounts in this column represent the maximum target cash incentive compensation opportunities under the Fiscal 2026 Executive Bonus Plan provided certain conditions have been satisfied. See “Compensation Discussion and Analysis—Executive Compensation Program Components—Cash Incentive Compensation”. (3) The amounts in this column represent the aggregate grant-date fair value of the award as computed in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value of the awards reported in this column 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 January 31, 2026. These amounts may not correspond to the actual value that may be received by the named executive officers. (4) Represents time-based RSUs granted under our 2016 Plan. One-eighth of shares subject to award vested on June 20, 2025 and vests quarterly thereafter on each of September 20, December 20, March 20, and June 20, until the award is fully vested on March 20, 2027, subject to the executive’s continued service on each such date. (5) Represents PSUs granted under our 2016 Plan. The PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of the Company's reported ARR and a “Rule of 40” summation of the percentage growth in the Company's reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027. 50% of the total target PSUs will be eligible to be earned in each performance period, and the maximum number of PSUs that may become eligible to vest in connection with achievement in excess of the target will be no more than 250% of the target number of PSUs. The PSUs that become eligible to vest with respect to a performance period will vest on March 20 following the end of that performance period, subject to the executive’s continued service through that date. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “—Potential Payments Upon Termination or Change in Control” below. (6) Represents time-based RSUs granted under our 2016 Plan. One-eighth of shares subject to award vested on March 20, 2026 and vests quarterly thereafter on each of June 20, September 20, December 20, and March 20, until the award is fully vested on December 20, 2027, subject to the executive’s continued service on each such date. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “—Potential Payments Upon Termination or Change in Control” below.

  36. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2026. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table below. In each case vesting is subject to the named executive officer's continued service on the applicable vesting date. For information regarding applicable vesting acceleration provisions, see “—Potential Payments Upon Termination or Change in Control.”

  37. Outstanding Equity Awards

    | | | Option Awards | | | | Stock Awards | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | | Michael Walrath | 3/12/2025(2) | — | — | — | — | 625,000 | 4,475,000 | | | 3/12/2025(3) | — | — | — | — | 390,625 | 2,796,875 | | | 1/12/2024(4) | — | — | — | — | 625,000 | 4,475,000 | | | 3/8/2022(5) | — | — | — | — | 2,000,000 | 14,320,000 | | Darryl Bond | 6/5/2025(6) | — | — | — | — | 300,000 | 2,148,000 | | | 6/5/2025(2) | — | — | — | — | 60,000 | 429,600 | | | 5/31/2023(7) | — | — | — | — | 20,625 | 147,675 | | | 5/31/2023(8) | — | — | — | — | 35,000 | 250,600 | | | 3/8/2022(7) | — | — | — | — | 37,500 | 268,500 | | | 12/15/2016(9) | 28,000 | — | 7.18 | 12/15/2026 | — | — | | Ho Shin | 6/5/2025(6) | — | — | — | — | 185,000 | 1,324,600 | | | 6/5/2025(2) | — | — | — | — | 40,000 | 286,400 | | | 5/31/2023(8) | — | — | — | — | 35,000 | 250,600 | | | 6/28/2022(7) | — | — | — | — | 28,125 | 201,375 | | | 9/9/2016(9) | 192,587 | — | 6.58 | 9/9/2026 | — | — |

  38. Outstanding Equity Awards

    (1)The market value of unvested restricted stock units is based on the closing price of the Company’s common stock on January 30, 2026 of $7.16 per share. (2)The PSUs will be eligible to vest based upon achievement of a combination of performance as measured using a measurement in growth of the Company's reported ARR and a “Rule of 40” summation of the percentage growth in the Company's reported ARR and Adjusted EBITDA Margins over two performance periods, one for fiscal year 2026 and one for fiscal year 2027. 50% of the total target PSUs will be eligible to be earned in each performance period, and the maximum number of PSUs that may become eligible to vest in connection with achievement in excess of the target will be no more than 250% of the target number of PSUs. The PSUs that become eligible to vest with respect to a performance period will vest on March 20 following the end of that performance period, subject to the executive’s continued service through that date. (3)One-eighth of shares subject to award vested on June 20, 2025 and vests quarterly thereafter on each of September 20, December 20, March 20, and June 20, until the award is fully vested on March 20, 2027, subject to the executive’s continued service on each such date (4)The PSUs are eligible to vest in up to two installments based upon target level achievement of the Company’s total shareholder return, as further described in the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Executive Team Adjustments—Walrath Performance Award” in the proxy statement for the Company’s 2024 annual meeting of stockholders filed with the SEC on April 30, 2024 (the “2024 Proxy Statement”). For the first performance period, 391,875 PSUs vested on June 20, 2025 based on performance of 62.70% of 625,000 target PSUs, and 233,125 PSUs were forfeited. As of January 31, 2026, 625,000 target PSUs remain eligible to vest. (5)The PSUs are subject to a stand-alone PSU agreement. The PSUs become eligible to vest based upon achievement of certain stock price targets. (6)One-eighth of shares subject to award vest on March 20, 2026 and vests quarterly thereafter on each of June 20, September 20, December 20, and March 20, until the award is fully vested on December 20, 2027, subject to the executive’s continued service on each such date. (7)One-sixteenth of shares subject to award vests on each of March 20, June 20, September 20 and December 20, beginning on the first such date in the fiscal quarter following the grant date. (8)All shares subject to award vest based upon achievement of certain stock price targets and quarterly vesting on each of September 20, 2023, December 20, 2023, and March 20, 2024, subject to the executive’s continued service on each such date, as further described in the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Equity Awards” in the 2024 Proxy Statement. (9)Shares subject to the option are fully vested. One-fourth of the shares subject to the option vested ten months to one year after the grant date, and one thirty-sixth of the remaining shares subject to the option vested monthly thereafter.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents, for each named executive officer, the shares of our common stock that were acquired upon the exercise of stock options or vesting of RSUs and the related value realized during fiscal 2026.

  40. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) | | Michael Walrath | — | $— | 626,250 | $5,136,663 | | Darryl Bond | 15,000 | $54,750 | 561,500 | $4,533,399 | | Ho Shin | — | $— | 334,500 | $2,704,747 |

  41. Option Exercises and Stock Vested

    (1)The value realized on exercise is pre-tax and represents the difference between the fair market value of the common stock underlying the options on the date of exercise and the applicable exercise price. (2)The value realized on vesting is pre-tax and is determined by multiplying the closing market price per share of our common stock on the business day prior to vesting date by the number of shares that vested.

  42. Pension Benefits

    Pension Benefits We do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

  43. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.

  44. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For fiscal 2026: •As disclosed in the “Summary Compensation Table” above, the annual total compensation of our Chief Executive Officer for fiscal 2026 was $8,693,973; and •the annual total compensation of our median employee for fiscal 2026 was approximately $182,038. Based on this information, for fiscal 2026, the ratio of our Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all our employees was approximately 48:1. We identified the median employee based on examination of compensation data for all employees other than our Chief Executive Officer as of November 1, 2025 (the “determination date”). First, in determining our employee population, we considered the individuals, excluding our Chief Executive Officer, who were employed by us and our consolidated subsidiaries on the determination date based on our payroll records. Further, we did not exclude any non-U.S. employees under the de minimis exception set forth in Item 402(u) of Regulation S-K. To identify our median employee, we chose to use as our consistently applied compensation measure annual base salary (including annual target commissions for sales employees) and the grant date fair value of equity awards, in each case, for the 12-month period preceding the determination date. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the average applicable exchange rates in effect on the determination date. Consistent with fiscal 2025, our compensation measure for fiscal 2026 was annual base pay and commissions. We did not make any cost-of-living adjustments. Once we applied our consistently applied compensation measure, we omitted anyone from being the median employee if they had not served for one full calendar year; we did not think a person who had served less than one year would have representative compensation as a median employee. Once we identified our median employee, we then calculated the annual total compensation for this individual consistent with the methodology used to calculate the annual total compensation for our Chief Executive Officer in the “Summary Compensation Table” above in accordance with the applicable rules and regulations of the SEC. This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC’s rules and regulations, based on our records and the methodology described above. The SEC’s rules and regulations for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies and to use reasonable estimates and assumptions based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  45. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year are described above under “Compensation Discussion and Analysis.” The following table provides information regarding compensation actually paid to Michael Walrath, our principal executive officer, and Howard Lerman, our former principal executive officer (each, a “PEO”) and other named executive officers for each fiscal year ended from January 31, 2022 to January 31, 2026, compared to our total shareholder return (“TSR”) from January 31, 2021 through the end of each such year, and our net income (loss) and revenue for each such year.

  47. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for First PEO (b)(1)(3) | Compensation Actually Paid to First PEO (c)(1)(4) | Summary Compensation Table Total for Second PEO (b)(2)(3) | Compensation Actually Paid to Second PEO (c)(2)(4) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(5) | Average Compensation Actually Paid to Non-PEO NEOs (e)(6) | Total Shareholder Return (f)(7) | Peer Group Total Shareholder Return (g)(8) | Net Loss (Millions) (h)(9) | Revenue (Millions) (h)(10) | | 2026 | $— | $— | $8,693,973 | $15,624,144 | $3,318,012 | $3,486,954 | $42 | $257 | $38 | $447 | | 2025 | $— | $— | $539,845 | $(1,812,218) | $2,860,334 | $2,978,511 | $39 | $198 | $(28) | $421 | | 2024 | $— | $— | $7,596,569 | $6,519,882 | $1,310,794 | $799,041 | $35 | $151 | $(3) | $404 | | 2023 | $116,767 | $(4,320,252) | $11,442,362 | $11,093,689 | $2,485,357 | $1,618,305 | $41 | $97 | $(66) | $401 | | 2022 | $6,947,016 | $1,802,610 | $— | $— | $3,102,688 | $314,916 | $48 | $125 | $(93) | $391 |

  48. PAY VERSUS PERFORMANCE

    (1) Our first PEO, Howard Lerman, was our PEO for part of fiscal year 2023. (2) Our second PEO, Michael Walrath, has been our PEO since March 25, 2022. (3) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. (4) Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal 2026, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”):

  49. PAY VERSUS PERFORMANCE

    | | PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total(a) | $8,693,973 | $3,318,012 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(7,675,000) | $(2,574,000) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $7,163,683 | $2,085,645 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $3,893,975 | $9,927 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $1,964,844 | $— | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $1,582,669 | $647,370 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | Compensation Actually Paid | $15,624,144 | $3,486,954 |

  50. PAY VERSUS PERFORMANCE

    (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the current fiscal year. (c) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way we have historically determined fair value. The fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the current fiscal year.

  51. PAY VERSUS PERFORMANCE

    | | 2026 | | | | Restricted Stock Units | | | | | Stock Price ($) | 6.33 | — | 8.81 | | Performance Share Units | | | | | TSR Realized Performance (Percentile) | >60th Percentile | | | | Volatility | 23.12% | — | 54.43% | | Risk Free Interest Rate | 3.54% | — | 3.87% |

  52. PAY VERSUS PERFORMANCE

    (5) This figure is the average of the total compensation paid to our named executive officers, other than our PEO as shown in our Summary Compensation Table. The names of the non-PEO named executive officers for fiscal year 2026 are listed in the table below.

  53. PAY VERSUS PERFORMANCE

    | 2026 | | Darryl Bond | | Ho Shin |

  54. PAY VERSUS PERFORMANCE

    (6) This figure is the average of compensation actually paid for our named executive officers other than our PEO. Compensation actually paid does not mean that these named executive officers were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table in note (4) above, with the indicated figures showing an average of such figure for all named executive officers other than our PEO. (7) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported above and reinvesting all dividends until the last day of each reported fiscal year. (8) The peer group used is the NASDAQ Computer Index, as used in the Company's performance graph in our Annual Report on Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported above until the last day of each reported fiscal year. (9) The dollar amounts reported are the Company's net loss reflected in the Company’s audited financial statements. (10) In the Company's assessment, revenue in accordance with U.S. GAAP is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income (loss)) used by the Company in fiscal year 2026 to link compensation actually paid to performance. Tabular List of Performance Measures The list below includes the financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our named executive officers, for fiscal year 2026, to company performance. These performance measures are included in the below list because our named executive officers’ compensation is linked to these financial performance measures.

  55. PAY VERSUS PERFORMANCE

    | Tabular List | | Revenue | | Adjusted EBITDA (a) | | Annual Recurring Revenue (a) |

  56. PAY VERSUS PERFORMANCE

    (a) See Appendix A for a discussion of Adjusted EBITDA and Annual Recurring Revenue (ARR). Description of Relationships Between Compensation Actually Paid and Performance In accordance with the requirements of Item 402(v) of Regulation S-K, we are providing the following charts to describe the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid Versus TSR Compensation Actually Paid Versus Net Income (Loss) Compensation Actually Paid Versus Revenue

  57. ITEM 1 — Election of Class III Directors

    ITEM 1 — Election of Class III Directors