DEF 14A of Dynatrace, Inc., Jul 12, 2023

DEF 14A of Dynatrace, Inc.

Filed Jul 12, 2023 · FY20230001773383-23-000114

Open on EDGAR

  1. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our Board currently consists of eight members, seven of whom are non-employee, independent directors. In accordance with the terms of our certificate of incorporation and bylaws, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Directors are expected to be elected to hold office for such three-year term or until the election and qualification of their successors in office, subject to their earlier resignation or removal. The members of our Class I, Class II and Class III directors are the following individuals:

  2. ELECTION OF CLASS I DIRECTORS

    | Name | Class | Expiration of Term | | Rick McConnell | I | 2023 | | Michael Caponeü | I | 2023 | | Stephen Lifshatzü | I | 2023 | | Seth Boroü | II | 2024 | | Jill Wardü | II | 2024 | | Kirsten Wolbergü | II | 2024 | | Steve Rowlandü | III | 2025 | | Kenneth “Chip” Virnigü | III | 2025 |

  3. ELECTION OF CLASS I DIRECTORS

    ü = independent

  4. ELECTION OF CLASS I DIRECTORS

    | What are you voting on? At the meeting, you’re being asked to re-elect our three Class I directors - Rick McConnell, Michael Capone and Stephen Lifshatz - for a term to expire at the annual meeting of stockholders to be held in 2026. | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR NOMINEE |

  5. ELECTION OF CLASS I DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Rick McConnell, Michael Capone and Stephen Lifshatz have each indicated a willingness to continue to serve as directors, if elected. If any of the nominees become unable or unwilling to serve, however, your proxy may be voted for a substitute nominee selected by our Board. The election of directors requires a plurality of the votes properly cast "FOR" each nominee. Votes to "withhold" and broker non-votes will have no effect on the election of the nominees.

  6. Nominees for Election as Class I Directors

    Nominees for Election as Class I Directors The following are our three directors who are nominated for election at the Annual Meeting and sets forth their principal occupation and business experience during the last five years and their ages as of June 30, 2023.

  7. Nominees for Election as Class I Directors

    | Rick McConnell | | | Age: 57 Director Since: 2021 Not Independent Committees: None | Rick McConnell has served as our Chief Executive Officer and a director since December 2021. He has over 30 years of experience scaling multi-billion-dollar organizations, developing winning cultures, building broad-based product portfolios and establishing go-to-market strategies and execution plans to drive category leadership. Rick worked at Akamai Technologies (NASDAQ: AKAM) from February 2011 to December 2021, where he held multiple positions, including President and General Manager of the Security Technology Group, President and General Manager of Akamai’s Web Division, and President, Products and Development. From 2004 to 2011, he worked at Cisco Systems Inc. (NASDAQ: CSCO) in various senior executive roles. He joined Cisco when the company acquired Latitude Communications, where he was President and Chief Executive Officer. Rick holds a B.A. in Quantitative Economics and an M.B.A., both from Stanford University. Our Board believes that based on Rick’s knowledge of our company and our business, and his service as our Chief Executive Officer, Rick is qualified to serve on our Board. |

  8. Nominees for Election as Class I Directors

    | Michael Capone | | | Age: 56 Director Since: 2019 Independent Committees: •Compensation (Chair) •Cybersecurity | Michael Capone has served as the Chief Executive Officer of Qlik Technologies, Inc., which is owned by certain investment funds advised by Thoma Bravo, since January 2018. Prior to that, Mike served as the Chief Operating Officer of Medidata Solutions, Inc. (NASDAQ: MDSO) from October 2014 to December 2017. Prior to joining Medidata, Mike worked in various executive positions at Automatic Data Processing, Inc., or ADP (NASDAQ: ADP), serving as Corporate Vice President of Product Development and Chief Information Officer from July 2008 to September 2014, and Senior Vice President and General Manager of ADP’s Global HR/Payroll Outsourcing Business from July 2005 to June 2008. He also served on the board of directors of Ellie Mae, which was owned by certain investment funds advised by Thoma Bravo, between May 2019 and September 2020. Mike holds a B.S. in Computer Science from Dickinson College and an M.B.A. in Finance from Pace University. Our Board believes that Mike’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board. |

  9. Nominees for Election as Class I Directors

    | Stephen Lifshatz | | | Age: 64 Director Since: 2019 Independent Committees: •Audit (Chair) •Compensation | Stephen Lifshatz has served as Executive Vice President and Chief Financial Officer of CDK Global since February 2023. Steve served as the Chief Financial Officer for Lytx, a private video telematics company, from May 2018 through September 2021. Prior to joining Lytx, from January 2017 through May 2018, Steve was engaged as an independent consultant by several private equity firms to assist in the development and expansion of certain of their portfolio companies. Prior to that, Steve served as Chief Financial Officer of Fleetmatics Group PLC (formerly NYSE: FLTX) from December 2010 to December 2016. Steve has also served as Chief Financial Officer of four additional private and public companies during his career. Steve served on the board of directors of Amicas, Inc. (NASDAQ: AMCS) from June 2007 until June 2010, as well as on the board or advisory board of several private companies. Steve holds a B.S. in Accounting and Marketing from Skidmore College. Our Board believes that Steve’s board and business experience and his overall knowledge of our industry qualify him to serve on our Board. |

  10. Directors Continuing in Office

    Directors Continuing in Office The following are our five directors continuing in office and sets forth their principal occupation and business experience during the last five years and their ages as of June 30, 2023.

  11. Class II Directors (Term Expires at the 2024 Annual Meeting)

    Class II Directors (Term Expires at the 2024 Annual Meeting)

  12. Class II Directors (Term Expires at the 2024 Annual Meeting)

    | Seth Boro | | | Age: 47 Director Since: 2015 Independent Committees: None | Seth Boro has served as a Managing Partner at Thoma Bravo since 2013. He joined Thoma Bravo in 2005 and became a Partner in 2010, serving in that capacity until becoming a Managing Partner in 2013. Seth was previously an associate with the private equity firm Summit Partners from July 2000 to May 2003 and an analyst with Credit Suisse from July 1999 to July 2000. Seth previously served on the board of directors of SolarWinds Corporation (NYSE: SWI) until October 2022. He also previously served on the board of directors of SailPoint Technologies Holdings, Inc. (formerly NYSE: SAIL) until November 2018 and he rejoined that company’s board after it was taken private in August 2022. He currently serves as a director of several other software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Seth received his M.B.A. from the Stanford Graduate School of Business and is a graduate of Queen’s University School of Business (Canada), where he received a Bachelor of Commerce degree. Our Board believes that Seth’s board and industry experience qualify him to serve on our Board. |

  13. Class II Directors (Term Expires at the 2024 Annual Meeting)

    | Jill Ward | | | Age: 63 Director Since: 2019 Board Chair Since: 2021 Independent Committees: •Audit •Nominating and Corporate Governance (Chair) | Jill Ward has served on the board of directors of HubSpot (NYSE: HUBS) since October 2017 and on the board of directors of Informatica (NYSE: INFA) since June 2021. Jill served on the board of directors of Carbon Black, Inc. (NASDAQ: CBLK) from December 2018 until its acquisition by VMware, Inc. in October 2019. Jill served as an operating partner of Lead Edge Capital, a growth equity investment firm, from October 2018 to February 2020. Previously, she served as President and Chief Operating Officer of Fleetmatics Group PLC (formerly NYSE: FLTX) from April 2015 until its acquisition by Verizon Communications in November 2016. Prior to Fleetmatics, Jill held executive leadership roles at Intuit Inc. (NASDAQ: INTU), most recently serving as Senior Vice President and General Manager. Jill’s experience also includes leadership roles at Telespectrum, Fidelity Investments, and strategy firm Bain & Company. Jill holds an M.B.A. from the Tuck School of Business at Dartmouth and a B.A. from Wellesley College. Our Board believes that Jill’s board and business experience and her overall knowledge of our industry qualify her to serve on our Board. |

  14. Class II Directors (Term Expires at the 2024 Annual Meeting)

    | Kirsten O. Wolberg | | | Age: 55 Director Since: 2021 Independent Committees: •Compensation •Cybersecurity (Chair) | Kirsten O. Wolberg has served on the board of directors of lender Sallie Mae (NASDAQ: SLM) since November 2016 and enterprise technology company CalAmp Corp. (NASDAQ: CAMP) since August 2020. Kirsten also serves on the board of directors of other private and non-profit organizations. Kirsten served as the Chief Technology and Operations Officer for DocuSign, Inc. (NASDAQ: DOCU) from November 2017 to February 2021. From January 2012 to October 2017, Kirsten was a Vice President at PayPal, Inc., a subsidiary of PayPal Holdings, Inc. (NASDAQ: PYPL), where she served in various executive roles including as Vice President, Technology from 2012 to 2015. Prior to that, Kirsten was Chief Information Officer for Salesforce (NYSE: CRM) from May 2008 to September 2011. Kirsten holds an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University and a B.S. in Business Administration from the University of Southern California. Our Board believes that Kirsten’s board, cyber and enterprise technology experience and her overall knowledge of the SaaS software industry qualify her to serve on our Board. |

  15. Class III Directors (Term Expires at the 2025 Annual Meeting)

    Class III Directors (Term Expires at the 2025 Annual Meeting)

  16. Class III Directors (Term Expires at the 2025 Annual Meeting)

    | Steve Rowland | | | Age: 55 Director Since: 2021 Independent Committees: •Audit | Steve Rowland has served as President of Klaviyo since July 3, 2023. Steve served as Chief Revenue Officer of Okta, Inc. (NASDAQ: OKTA) from March 2021 to March 2023 and was a full time advisor to Okta from March 2023 to June 2023. Steve has also been Executive Advisor and Limited Partner at Forté Ventures LP, a venture capital firm, since May 2019. Prior to these roles, from August 2019 to March 2021, he served as Vice President, Americas at Splunk Inc. (NASDAQ: SPLK). From October 2015 to August 2019, he served as President at DataStax, Inc. He has also held executive leadership roles at other technology companies including Apigee Corp., Blue Coat Systems LLC and BMC Software Inc. Steve holds a B.S. in Engineering from Texas A&M University. Our Board believes that Steve’s leadership and go-to-market experience and his overall knowledge of our industry qualify him to serve on our Board. |

  17. Class III Directors (Term Expires at the 2025 Annual Meeting)

    | Kenneth “Chip” Virnig | | | Age: 39 Director Since: 2015 Independent Committees: •Cybersecurity •Nominating and Corporate Governance | Kenneth “Chip” Virnig has served as Partner at Thoma Bravo since September 2018 and as Principal at Thoma Bravo from July 2015 to September 2018. Chip joined Thoma Bravo in 2008 and served as Vice President prior to his promotion to Principal. Prior to joining Thoma Bravo, Chip worked as an analyst in the investment banking group at Merrill Lynch & Co. from July 2006 to July 2008. He previously served on the board of directors of SailPoint Technologies Holdings, Inc. (formerly NYSE: SAIL) until March 2019 and currently serves as a director of several software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment. Chip received a B.A. in Business Economics, Commerce, Organizations and Entrepreneurship from Brown University. Our Board believes that Chip’s board and industry experience and his overall knowledge of our business qualify him to serve on our Board. |

  18. Director Compensation

    Director Compensation Approach and philosophy Our non-employee director compensation policy, as described below, is designed to ensure that the compensation of non-employee directors aligns the directors’ interests with the long-term interests of the stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand, and that our directors are fairly compensated. This policy is also intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors. Under our non-employee director compensation policy, employee directors do not receive additional compensation for their services as directors. Rick McConnell is the only employee director on the Board. Components of our non-employee director compensation policy Cash retainers are paid in quarterly installments and may be pro-rated based on the number of actual days served by the director during the calendar quarter. The Compensation Committee has discretion to pro-rate the first annual equity award for a director who joins the Board within six months of the next annual meeting of stockholders, based on the number of months served rounded up to the nearest month. Vesting of any equity award ceases if a director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines that circumstances warrant continuation of vesting. In addition, all equity awards will become 100% vested and exercisable in the event of change in control of our company (as defined in the non-employee director compensation policy as a “Sale Event”, which is defined in our 2019 Equity Incentive Plan). Committee members receive the following additional annual retainers due to the workload and broad-based responsibilities of the committees:

  19. Director Compensation

    | Committee | Member Annual Fee | Chair Annual Fee | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Cybersecurity Committee | $5,000 | $10,000 |

  20. Director Compensation

    In setting director compensation for fiscal 2023, the Compensation Committee reviewed benchmarking information provided by the committee’s independent compensation consultant related to director compensation paid by the same peer group utilized for executive compensation benchmarking purposes. That peer group is discussed later in this Proxy Statement. The amount of the Chair’s additional annual retainer was increased from $35,000 to $50,000 effective as of the start of our fiscal 2024 on April 1, 2023 in light of the Chair’s responsibilities and a market review. Director Compensation – Fiscal 2023 The table below presents the total compensation for each person who served as a non-employee director during fiscal 2023. During fiscal 2023, Rick McConnell, our current CEO, was a member of our Board and received no additional compensation for his service as a director. Please see the “Executive Compensation” section for more information about Rick McConnell’s compensation for fiscal 2023.

  21. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Award ($)(1) | Total ($) | | Seth Boro(2) | 35,000 | 200,334 | 235,334 | | Michael Capone | 55,000 | 200,334 | 255,334 | | Ambika Kapur(3) | 40,000 | 200,334 | 240,334 | | Stephen Lifshatz | 62,500 | 200,334 | 262,834 | | Steve Rowland | 45,000 | 200,334 | 245,334 | | Kenneth “Chip” Virnig(2) | 45,000 | 200,334 | 245,334 | | Jill Ward(4) | 86,033 | 200,334 | 286,367 | | Kirsten Wolberg | 52,500 | 200,334 | 252,834 | | Paul Zuber(2)(5) | 17,976 | - | 17,976 |

  22. Director Compensation

    (1)The amounts represent the aggregate grant date fair value of RSUs granted to our directors during fiscal 2023, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in note 12 to our audited consolidated financial statements included in our 2023 Annual Report. On August 24, 2022 (the date of our 2022 annual meeting of stockholders), each non-employee director serving and re-elected as of that date received an annual equity award of 5,190 RSUs that vest on the earlier of the one year anniversary of the grant or the date of the Annual Meeting. As of March 31, 2023, our non-employee directors held the following amounts of unvested RSUs: Seth Boro – 5,190; Michael Capone – 8,315; Ambika Kapur – 11,317; Stephen Lifshatz – 8,315; Steve Rowland – 9,502; Kenneth “Chip” Virnig – 5,190; Jill Ward – 7,582; and Kirsten Wolberg – 8,890. (2)Seth Boro and Kenneth “Chip” Virnig are representatives of Thoma Bravo and the Thoma Bravo Funds (which are described further in the “Principal Stockholders” section of this Proxy Statement). Paul Zuber (a former director) is an operating partner of Thoma Bravo. (3)Ambika Kapur resigned from the Board on May 26, 2023. (4)Jill Ward was appointed to the Nominating and Corporate Governance Committee (as Chair and a member) on August 24, 2022. She received pro-rated retainers for the days that she served during fiscal 2023. (5)Paul Zuber did not stand for re-election to the Board at our annual meeting of stockholders held on August 24, 2022. He was Chair of the Nominating and Corporate Governance Committee during part of fiscal 2023 through his retirement date from the Board. He received a pro-rated retainer for the days that he served during fiscal 2023. Directors are also reimbursed for reasonable travel and other out-of-pocket expenses attending Board and committee meetings and otherwise directly related to their service as directors.

  23. Executive Compensation Program Highlights – Fiscal 2023

    Executive Compensation Program Highlights – Fiscal 2023 Highlights of our fiscal 2023 executive compensation program included the following: •Competitive Base Salaries: After evaluating the competitive positioning of our named executive officers’ base salaries in the context of our overall compensation philosophy, the Compensation Committee approved base salary increases between approximately 3.3% and 9.4% for fiscal 2023. •Challenging Annual Incentive Goals: Our named executive officers were eligible to earn an annual incentive based on our level of achievement of rigorous corporate financial goals for the year. Based on our strong growth and profitability for the year, our executives earned 106.44% of their target annual incentives. •Performance-Based Restricted Stock Units or PSUs: In fiscal 2023, PSUs continued to be a component of the long-term incentive compensation of our named executive officers. PSUs granted in fiscal 2023 represented 50% of the target equity value awarded to named executive officers and were eligible to be earned based on achievement of ARR and Non-GAAP Operating Income goals for fiscal 2023. PSUs granted in fiscal 2023 were also earned at approximately 106.44% of target and vest over three years from the grant date. For fiscal 2023 equity awards, the Compensation Committee shortened the vesting schedule of annual equity awards from four years to three years to better align with certain market trends and practices and to increase the competitiveness of the company’s equity awards.

  24. Recent Executive Compensation Developments – Fiscal 2024

    Recent Executive Compensation Developments – Fiscal 2024 For fiscal 2024 annual short-term incentive awards for our named executive officers, the Compensation Committee decided to change the weighting of the two applicable financial performance metrics (ARR and Non-GAAP Operating Income) from a 60%/40% split to a 50%/50% split. The Compensation Committee also decided to introduce revenue as a new financial performance metric for PSUs granted as part of fiscal 2024 long-term incentive awards. PSUs granted in fiscal 2024 are weighted 50% on revenue and 50% on Non-GAAP Operating Income. The Compensation Committee continued to include time-based RSUs as part of long-term incentive awards to balance the award mix.

  25. Overview of Executive Compensation Program

    Overview of Executive Compensation Program Our executive compensation program philosophy is to: We provide our named executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial performance metrics, as well as through equity compensation, more than half of which is also determined based upon achievement of those metrics. These two elements of executive compensation are aligned with the interests of our stockholders because the amount of compensation ultimately received will be directly related to our financial and operational performance. Equity compensation derives its value from the appreciation of shares of our common stock, which in the future is likely to fluctuate based on our financial and operational performance. Approximately 95% of our Chief Executive Officer’s target fiscal 2023 compensation was provided through short-term and long-term incentive awards. An average of approximately 89% of the target fiscal 2023 compensation for three of our other named executive officers who were employed with our company for all of fiscal 2023 (Steve Pace, Bernd Greifeneder and Matthias Dollentz-Scharer) was provided through short-term and long-term incentive awards.

  26. Executive Compensation Objectives and Design

    | Component | Purpose | Features | Type | Form | | Base salary | Provides a fair and competitive base level of compensation for services rendered. | Fixed annual salary targeted at or above the 50th percentile of our peer group. | Fixed | Cash | | Annual short-term incentive award | Motivates and rewards for achievements relative to our goals and expectations for each fiscal year. | Bonus payment of a targeted amount contingent on achievement of corporate financial results, with payout on a sliding scale depending on over or under-achievement of corporate financial results. | Performance-based | Cash | | Long-term incentive awards | Aligns executives’ interests with those of our stockholders and provides an incentive for our executives to remain with us. | Grants of restricted stock units, which are comprised of RSUs and PSUs vesting over three years (for annual awards) or four years (for sign-on equity awards). PSUs awarded in fiscal 2023 represented 50% of the target value of annual equity awards and could be earned on a sliding scale from 0% up to 150% of target based on the company’s level of achievement of challenging financial goals. | Performance and time-based | Equity | | Other benefits | Provides market-competitive benefits to enable our executives to maintain their health and welfare, and to save for their retirement. | Benefit plans such as medical, dental, and life and disability insurance plans; 401(k) and similar plans. We do not provide material executive perquisites or supplemental executive benefits. | | Various |

  27. Role of the Compensation Consultant

    Role of the Compensation Consultant For fiscal 2023, our Compensation Committee engaged Compensia, Inc. as its independent compensation consultant to advise on executive compensation matters including: overall compensation program design, peer group development and updates, and benchmarking executive officer and director compensation programs. Compensia reports directly to our Compensation Committee. Our Compensation Committee has assessed the independence of Compensia consistent with NYSE listing standards and has concluded that the engagement of Compensia does not raise any conflict of interest.

  28. Use of Competitive Market Data and Peer Groups

    Use of Competitive Market Data and Peer Groups The Compensation Committee directs Compensia to provide it with competitive market data and analysis based on a select group of peer companies and published compensation survey data, as well as information about current market practices and trends, compensation structures and peer group compensation ranges. The competitive market data Compensia provides is based on a compensation peer group selected and approved by the Compensation Committee with input and guidance from Compensia, and published compensation survey data in cases where there is insufficient data for specific executive positions with the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business model and type of software, and various financial criteria, including revenue, profitability, market capitalization and revenue growth rate. When executive compensation for fiscal 2023 was set, our peer group as approved by our Compensation Committee was comprised of the following 15 companies:

  29. Use of Competitive Market Data and Peer Groups

    | Avalara | Fair Isaac | Paylocity Holding | | Cloudflare | Five9 | PTC | | Coupa Software | HubSpot | RingCentral | | Datadog | MongoDB | The Trade Desk | | Elastic | Okta | Zscaler |

  30. Use of Competitive Market Data and Peer Groups

    As of January 2022, the fiscal 2023 peer group consisted of companies with annualized revenue over the last four quarters between $689 million at the 25th percentile and approximately $1.17 billion at the 75th percentile and a market capitalization between approximately $12.4 billion at the 25th percentile and $39.7 billion at the 75th percentile (compared to Dynatrace’s annualized revenue over the last four quarters at the time of $816 million and market capitalization at the time of approximately $17.4 billion). Compared to the peer group, Dynatrace ranked at the 53rd percentile for revenue and 48th percentile for market capitalization. Our compensation peer group is reviewed annually and adjusted as the Compensation Committee determines to be appropriate. To support fiscal 2024 decision-making, the Compensation Committee reviewed and approved updates in October 2022 to remove Avalara and to add Confluent, DigitalOcean Holdings, Informatica, New Relic and Splunk. Our executive compensation benchmarking also included survey data provided by Radford, a business unit of Aon Hewitt Consulting, representing publicly traded software companies with revenue levels and market capitalization levels comparable to ours. Radford did not provide compensation consulting services to the Compensation Committee during fiscal 2023. Notwithstanding the similarities of the fiscal 2023 peer group to Dynatrace, due to the nature of our business and our industry, we compete for executive talent with many 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 equity compensation potential. In determining the compensation of our executive officers, our Compensation Committee considered the market data provided by Compensia, peer data supplemented by Radford survey data where peer benchmarks were not available, and other factors outlined below in “Compensation-Setting Factors.” The Compensation Committee generally does not specifically benchmark the compensation of any individual to a precise percentile within the range of compensation found in the market and survey data. In addition, the Compensation Committee does not have a set formula by which it determines how much of the named executive officer’s compensation is fixed rather than variable or at risk. The Compensation Committee and the Board also considered other criteria, including market factors, the experience level of the executive, and the executive’s performance against established company and individual goals in determining variations to this general target range.

  31. Compensation-Setting Factors

    Compensation-Setting Factors The Compensation Committee reviews compensation annually for all our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executives, company-wide and individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders, and the desire to incent a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of base salary, bonus and long-term equity incentives. Our Compensation Committee has historically determined our executives’ compensation and consults with the full Board in determining the compensation of our Chief Executive Officer. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee discusses and ultimately approves the base salaries and cash incentive bonuses for our executive officers without members of management present. The Compensation Committee also reviews its decisions with the full Board, and considers any input received. When reviewing and approving the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors: •Our performance against the annual corporate goals established by the Compensation Committee and our Board in consultation with management; •Each executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group; •The scope of each executive officer’s role compared to other similarly situated executives at the companies in our compensation peer group; •The performance of each individual executive officer, based on an assessment of their contributions to our overall performance, ability to lead their department and work as part of a team, all of which reflect our core values; •Compensation parity among our executive officers; •Our retention goals, and the potential difficulty of replacing the executive officer if they were to leave Dynatrace; •Our financial performance relative to our peers; •The compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and •The recommendations provided by our Chief Executive Officer with respect to the compensation of our other executive officers. These factors provide the framework for determining the compensation of each of our executive officers, including our named executive officers. The Compensation Committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.

  32. Annual Short-Term Incentive Awards

    Annual Short-Term Incentive Awards Our annual STI plan motivates and rewards our executives for achievements relative to our goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his annual base salary. Following the end of each fiscal year, our Compensation Committee determines the annual cash incentive bonuses paid to our named executive officers based upon our financial performance relative to our plan and achievement of corporate objectives for the year. Target Annual Bonuses At the beginning of each fiscal year, the Compensation Committee reviews and approves the target annual bonus for each of our executive officers, including our named executive officers. The Compensation Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our compensation peer group for comparable positions. Target annual bonuses are determined with respect to the same corporate objectives and formula for all of our executive officers, including our named executive officers, who are at the same level, and represent a specific percentage of annual base salary (except that for Steve Pace, a portion of his bonus is determined with respect to the company's commissionable bookings). In reviewing the target annual bonus of our Chief Executive Officer, our Compensation Committee consults with the full Board. Fiscal 2023 Target Annual Bonuses In the first quarter of fiscal 2023, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our named executive officers. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly the market data from the companies in the compensation peer group, and approved the fiscal 2023 target annual bonuses of our named executive officers below:

  33. Annual Short-Term Incentive Awards

    | | Target Annual Bonus (% of Base Salary) | | | Name | Fiscal 2022 | Fiscal 2023 | | Rick McConnell | 100% | 100% | | Jim Benson(1) | - | 75% | | Steve Pace(2) | 100% | 100% | | Bernd Greifeneder | 60% | 60% | | Matthias Dollentz-Scharer(3) | - | 60% | | Kevin Burns | 75% | 75% |

  34. Annual Short-Term Incentive Awards

    (1)Jim Benson was appointed Chief Financial Officer during our fiscal 2023 on November 15, 2022. (2)Steve Pace's bonuses for both fiscal years 2023 and 2022 were targeted at 100% of his base salary, of which 30% was based on the same corporate objectives as the other named executive officers, and 70% was based on bookings pursuant to an individualized sales incentive plan (as discussed in more detail later this section). (3)Matthias Dollentz-Scharer became an executive officer in fiscal 2023. As a result, his target annual bonus opportunity for fiscal 2022 is not reflected in this table. Fiscal 2023 STI – Financial Performance Targets When designing our company’s STI plan for the 2023 fiscal year, the Compensation Committee determined that the STI plan should align the interests of our executives with those of our investors, and reward performance that would increase the value of the company to our stockholders. Accordingly, in April 2022, the Compensation Committee decided that payments under the 2023 STI plan would depend on the company's achievement of:

  35. Annual Short-Term Incentive Awards

    | Metric | Weighting | Rationale / Why We Use This Metric | | Annual Recurring Revenue (ARR) | 60% | Most of our revenues are derived from subscriptions. To measure the underlying performance of our subscription arrangements, we calculate ARR. We define ARR as the daily revenue of all subscription agreements that are actively generating revenue as of the last day of the reporting period multiplied by 365. We exclude from our calculation of ARR any revenues derived from month-to-month agreements and/or product usage overage billings, where customers are billed in arrears based on product usage. ARR is a performance metric that should be viewed independently of, and not as a substitute for, revenue. ARR performance is evaluated on a constant currency basis. | | Non-GAAP Operating Income (NGOI) | 40% | Non-GAAP Operating Income is defined as operating income adjusted to exclude share-based compensation, employer payroll taxes on employee stock transactions, amortization of other intangibles and certain restructuring and other gains and losses. We use non-GAAP Operating Income to measure our profitability as it eliminates the effects of events that either are not part of our core operations or are non-cash. |

  36. Annual Short-Term Incentive Awards

    | | Threshold Performance (50% Payout) | | Target Performance (100% Payout) | | Maximum Performance (150% Payout) | | | | Measure | Percentage | Value | Percentage | Value | Percentage | Value | Weighting | | ARR | 95% | $1,237,375,000 | 100% | $1,302,500,000 | 105% | $1,367,625,000 | 60% | | Non-GAAP Operating Income | 90% | $240,030,000 | 100% | $266,700,000 | 110% | $293,370,000 | 40% |

  37. Annual Short-Term Incentive Awards

    Under the 2023 STI plan, no bonus was payable with respect to a particular measure (ARR or NGOI) if the percentage achievement was below the threshold indicated above (95% or 90%, respectively). If either ARR or NGOI was achieved at or above the threshold value/percentage indicated above, the payout with respect to those measures was between 50% and 150% of the target bonus, interpolated on a straight-line basis. The maximum total payout could not exceed 150% of the executives' on-target bonuses. Fiscal 2023 STI Results In May 2023, the Compensation Committee determined that our company’s financial performance was equal to 97.94% and 109.41% of ARR and NGOI targets for fiscal 2023, respectively. As a result, the weighted payout for the fiscal 2023 STI plan applicable to our named executive officers was equal to 106.44% of target.

  38. Annual Short-Term Incentive Awards

    | | Target Performance | Actual Performance | Actual Performance as a Percentage of Target | Payout Percentage | Weighting | Payout Percentage | | ARR | $1,302,500,000 | $1,275,626,150 | 97.94% | 79.37% | 60% | 106.44% | | Non-GAAP Operating Income | $266,700,000 | $291,800,000 | 109.41% | 147.06% | 40% | |

  39. Annual Short-Term Incentive Awards

    Fiscal 2023 Chief Revenue Officer Sales Incentive Plan In light of Steve Pace’s role as our Chief Revenue Officer, the Compensation Committee believed it was appropriate to tie a significant portion of his annual cash incentive opportunity to our commissionable bookings performance during the year. As such, 70% of his target bonus was determined as a commission on the company's total commissionable bookings, while the remaining 30% of Steve’s target bonus was tied to the same 2023 STI plan applicable to other named executive officers. For fiscal 2023, Steve received a total of $324,328 of commissions under the commission portion of his bonus opportunity. Steve’s sales incentive plan for fiscal 2023 was structured as follows:

  40. Annual Short-Term Incentive Awards

    | Attainment Range | Quota Range | Commission Rate | | 0-100% | $0 to $479,798,944 | 0.06% | | 100%-105% | $479,798,945 to $503,788,893 | 0.09% | | 105%-110% | $503,788,893 to $527,778,840 | 0.12% | | 110%+ | $527,778,840+ | 0.15% |

  41. Annual Short-Term Incentive Awards

    Based on our actual fiscal 2023 commissionable bookings of approximately $471 million, Steve’s commission was earned at 98.23%. The total amount paid to Steve included a sales performance incentive component, which resulted in a payout of approximately 102.96% of his target. Fiscal 2023 STI Payouts In light of the achievement under the 2023 STI plan and, for Steve Pace, our commissionable bookings, the percentage of base salary and the actual cash incentive bonus amounts as a percentage of base salary that were approved by our Compensation Committee and paid to our named executive officers are set forth in the table below.

  42. Annual Short-Term Incentive Awards

    | Name | Target Award (% of Base Salary) | Target Award Opportunity | Actual Award Payment | Award Payment as a Percentage of Target | | Rick McConnell | 100% | $630,000 | $670,572 | 106.44% | | Jim Benson(1) | 75% | $134,943 | $143,634 | 106.44% | | Steve Pace(2) | 100% | $450,000 | $468,022 | 104.00% | | Bernd Greifeneder(3) | 60% | $245,150 | $260,938 | 106.44% | | Matthias Dollentz-Scharer(3) | 60% | $207,525 | $220,889 | 106.44% | | Kevin Burns(4) | 75% | $255,937 | $272,420 | 106.44% |

  43. Annual Short-Term Incentive Awards

    (1)Jim Benson joined Dynatrace on November 15, 2022 and he received a pro-rated 2023 STI award opportunity and payout to reflect his partial year of employment at our company. (2)Includes Steve Pace’s participation in the 2023 STI Plan (which represented 30% of his award opportunity and had a payout of 106.44% of target) and his participation in the Chief Revenue Officer sales commission plan (which represented 70% of his award opportunity and had a payout of 102.96% of target), as discussed earlier in this section of the Proxy Statement. Steve’s award payment of 104.00% of target reflects these two payments as a percentage of his total fiscal 2023 annual award opportunity. (3)STI award opportunities for Bernd Greifeneder and Matthias Dollentz-Scharer are paid in Euros. The amounts reported in this table for them are based on an exchange rate of EUR 1.00:USD 1.0839 as of March 31, 2023. (4)Pursuant to the terms of his transition agreement, Kevin Burns received a pro-rated 2023 STI award payout to reflect his partial year of employment at our company. Kevin’s employment with Dynatrace ended on December 31, 2022.

  44. Long-Term Incentive Awards

    Long-Term Incentive Awards Our long-term incentive program is designed to: •align executives’ interests with those of our stockholders by providing incentives (restricted stock units) that will increase in value if our share price rises; •align executives' interests with those of our stockholders by providing incentives (PSUs) having a value that depends on achievement of corporate financial measures (ARR and NGOI); and •provide a meaningful retention incentive for our executives to remain with us for the long-term. The market for qualified and talented executives is highly competitive and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe equity compensation is a crucial component of any competitive executive compensation package we offer. In this Proxy Statement, references to “restricted stock units” are to PSUs and RSUs collectively.

  45. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    Equity Awards: Restricted Stock Units (RSUs and PSUs) Annual 2023 Equity Awards For annual equity awards to our executives in fiscal 2023, our Compensation Committee granted: •50% in the form of PSUs; and •50% in the form of RSUs. The target long-term incentives for each participant were expressed as a U.S. dollar value, with the final number of PSUs and RSUs granted calculated based on the trailing 30-day average closing price as reported on the NYSE through the date of grant. The following table sets forth the target number of PSUs and the number of RSUs granted to our named executive officers as part of fiscal 2023 annual equity awards and as part of sign-on/promotion-related equity awards:

  46. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    | Name | Grant Date | Grant Date Target Value | Performance-Based PSUs (# of Shares at Target) | Time-Based RSUs (# of Shares) | | Rick McConnell | June 5, 2022 | $12,000,000 | 161,470 | 161,470 | | Jim Benson(1) | December 15, 2022 | $10,500,000 | - | 283,710 | | Steve Pace | June 5, 2022 | $4,200,000 | 56,520 | 56,520 | | Bernd Greifeneder | June 5, 2022 | $4,000,000 | 53,830 | 53,830 | | Matthias Dollentz-Scharer | June 5, 2022 | $1,600,000 | 21,530 | 21,530 | | | August 15, 2022(2) | $300,000 | 3,800 | 3,800 | | Kevin Burns(3) | - | - | - | - |

  47. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    (1)Jim Benson joined Dynatrace on November 15, 2022 and accordingly, did not receive an annual equity grant in fiscal 2023. He did, however, receive a sign-on RSU award in connection with the start of his employment. (2)Reflects a promotion-related equity grant to Matthias Dollentz-Scharer. (3)Kevin Burns did not receive an annual equity award in fiscal 2023, as he had announced his intentions to leave our company later in the year. Kevin’s last day of employment at our company was on December 31, 2022. For fiscal 2023 equity awards, the Compensation Committee shortened the vesting schedule of non-new hire equity awards from four years to three years to better align with certain market trends and practices and to increase the competitiveness of the company’s equity awards. The RSUs vest over three years, with 33% of the shares vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the following two years, provided that the executive officer remains employed by the company through the applicable vesting date. The PSUs vest over three years and include a one-year financial performance condition, with 33% of the earned PSUs vesting on the first anniversary of the grant date or, if later, the date on which achievement of the PSU metrics is determined for the performance period, and the remainder vesting in equal quarterly installments over the following two years. The number of shares that may be earned pursuant to the PSUs is based 60% upon the company’s achievement of an ARR target, and 40% upon the company’s achievement of an NGOI target. The table below sets forth the threshold, target and maximum ARR and NGOI goals for the PSUs, the actual ARR and NGOI results for 2023 and achievement of the ARR and NGOI goals as a percentage of target. For purposes of the Annual 2023 PSUs, ARR performance was evaluated on a constant currency basis.

  48. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    | | | Performance Goals | | | | | | | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (150%) | Actual Achievement | Achievement as a Percentage of Target | | ARR | 60% | $1,237,375,000 | $1,302,500,000 | $1,367,625,000 | $1,275,626,150 | 79.37% | | Non-GAAP Operating Income | 40% | $240,030,000 | $266,700,000 | $293,370,000 | $291,800,000 | 147.06% |

  49. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    In May 2023, the Compensation Committee determined that the company performance was equal to 79.37% and 147.06% of ARR and NGOI targets for the year, respectively. As a result, the weighted payout for the PSUs was equal to 106.44% of target. One-Time Grants of ARR PSUs in Fiscal 2022 During our fiscal 2022, the Compensation Committee approved one-time grants of PSUs tied to ARR goals over a multi-year time horizon (“ARR PSUs”). In the case of Steve Pace, Bernd Greifeneder, Matthias Dollentz-Scharer and Kevin Burns, these PSUs supplemented their annual long-term incentives. These PSUs were tied to challenging ARR targets for fiscal 2022, 2023 and 2024. Our Compensation Committee considered these PSUs to be a valuable and important tool for motivating and retaining executives through a critical phase of our company’s growth, building on the significant stockholder value creation from our initial public offering (“IPO”) in 2019 and providing incentive for future growth. In the case of Rick McConnell, a component of these PSUs (solely in relation to ARR targets for fiscal 2023 and 2024) were granted to him as an element of his sign-on equity in connection with his appointment as our Chief Executive Officer. Jim Benson did not receive ARR PSUs. The table below sets forth the target number of ARR PSUs granted to our named executive officers related to fiscal 2023 and fiscal 2024 performance:

  50. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    | Name | ARR PSUs Related to Fiscal 2023 Performance (# of Shares at Target) | ARR PSUs Related to Fiscal 2024 Performance (# of Shares at Target) | | Rick McConnell | 84,400 | 84,400 | | Steve Pace(1) | 10,567 | - | | Bernd Greifeneder | 9,900 | 9,900 | | Matthias Dollentz-Scharer | 4,133 | 4,134 | | Kevin Burns(2) | - | - |

  51. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    (1)Steve Pace plans to retire from the company prior to the completion of our fiscal 2024 and his ARR PSUs tied to fiscal 2024 performance will be forfeited upon his retirement. (2)Kevin Burns forfeited these ARR PSUs upon his retirement from the company on December 31, 2022. ARR PSUs are eligible to vest following completion of the performance period, subject to the company’s achievement of an ARR target for the specified fiscal year and provided that the executive officer remains employed by the company through the applicable vesting date. No ARR PSUs will vest with respect to any year if the company fails to achieve 95% of the applicable target ARR for that year, and the overall number of shares that may be issued pursuant to the special PSUs with respect to any year shall not exceed 150% of the target award for such year. These PSUs are not carried forward from year to year. If they are not earned in any given year, they are terminated for that year. The table below sets forth the threshold, target and maximum ARR goals for these PSUs for fiscal 2023 as well as the actual ARR results for fiscal 2023 and achievement of the ARR goal as a percentage of target for fiscal 2023. The ARR targets for these PSUs were set in May 2021 and the fiscal 2023 target for these awards differs slightly from the ARR target set in May 2022 for purposes of fiscal 2023 STI awards (as discussed in more detail earlier in this section). For purposes of these PSUs, ARR performance was evaluated on a constant currency basis.

  52. Equity Awards: Restricted Stock Units (RSUs and PSUs)

    | | ARR Achievement | | | | | | | | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (110%) | Actual Achievement | Achievement as a Percentage of Target | Payout Percentage | | Fiscal 2023 | $1,235,000,000 | $1,300,000,000 | $1,430,000,000 | $1,293,441,000 | 99.50% | 94.95% |

  53. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our named executive officers, which provide assurances of specified benefits to our named executive officers in the event of an involuntary termination of their employment for reasons other than for death, disability, or in the case of cause or a voluntary termination of their employment for good reason, in either case, under the circumstances described in their employment agreements. The terms of these agreements were developed with input from Compensia regarding severance practices at comparable companies, and are designed to attract, retain and reward senior level employees. We believe that these protections serve our retention objectives by helping our named executive officers and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the company. For more information, see the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.”

  54. Policy Regarding the Timing of Equity Awards

    Policy Regarding the Timing of Equity Awards Under a policy adopted by our Compensation Committee, we have adopted the following equity award grant practices and procedures. We do not time our equity grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of awards. We generally make awards only on pre-determined dates to ensure that equity awards cannot be timed to take advantage of material, nonpublic information. Beginning in May 2022, our annual awards are granted after our fourth quarter and fiscal year financial results have been announced publicly. Our program requires that the number of shares subject to awards being granted to be determined by the trailing 30-day average NYSE closing price of our common stock. If extraordinary circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an equity award at a time other than as set forth above, the Compensation Committee may consider and approve any such grant. Grants of equity awards for new hires or promotions are generally made once per month, by unanimous written consent of our Compensation Committee, effective on the 15th day of each month. Grants of equity awards to current employees (other than in connection with a promotion) will generally be made, if at all, on an annual basis during our first fiscal quarter, effective on June 5, either at a meeting of the Compensation Committee, which meeting will be established in advance with notice to the Compensation Committee in accordance with the Compensation Committee charter, or by unanimous consent in writing.

  55. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

  56. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation—Stock Compensation (“ASC 718”) for our stock-based compensation awards. ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including stock options and restricted stock unit awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

  57. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by and paid during the fiscal years ended March 31, 2023, 2022 and 2021 for each of our named executive officers.

  58. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Rick McConnell Chief Executive Officer | 2023 | 630,000 | - | 13,234,082 | - | 670,572 | 28,509(4) | 14,563,163 | | | 2022 | 184,848 | 250,000 | 20,310,016 | - | 220,408 | 5,424 | 20,970,696 | | Jim Benson SVP, Chief Financial Officer and Treasurer | 2023 | 179,924(5) | - | 11,161,151 | - | 143,634 | 6,805(6) | 11,491,514 | | Steve Pace SVP, Chief Revenue Officer | 2023 | 450,000 | - | 4,632,380 | - | 468,022(7) | 26,035(8) | 5,576,437 | | | 2022 | 430,000 | - | 4,434,600 | - | 498,964 | 18,558 | 5,382,122 | | | 2021 | 400,000 | - | 1,483,047 | 1,486,542 | 493,014 | 15,366 | 3,877,969 | | Bernd Greifeneder(9) SVP, Chief Technology Officer | 2023 | 408,584 | - | 4,411,906 | - | 260,938 | - | 5,081,428 | | | 2022 | 373,511 | 1,175 | 4,154,520 | - | 271,156 | - | 4,800,362 | | | 2021 | 357,953 | - | 1,334,412 | 1,338,140 | 278,144 | - | 3,308,649 | | Matthias Dollentz-Scharer(9) SVP, Chief Customer Officer | 2023 | 345,875(10) | - | 2,090,182 | - | 220,889 | 9,701(11) | 2,666,647 | | Kevin Burns Former SVP, Chief Financial Officer and Treasurer | 2023 | 341,250(12) | - | 375,352(13) | 563,438(13) | - | 310,957(13) | 1,590,997 | | | 2022 | 435,000 | - | 7,291,416 | - | 394,743 | 11,773 | 8,132,932 | | | 2021 | 405,000 | - | 1,483,047 | 1,486,542 | 372,543 | 11,698 | 3,758,830 |

  59. Summary Compensation Table

    (1)Amounts reported in this column do not reflect stock award compensation actually received by each named executive officer. The amounts reported in this column reflect the aggregate grant date fair value of time-based RSUs and PSUs granted to our named executive officers during the fiscal years ended March 31, 2023, 2022 and 2021, computed in accordance with FASB ASC Topic 718. These aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in note 12 to our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, which was filed with the SEC on May 25, 2023. The amounts reported in this column reflect the accounting cost for these stock awards and may not correspond to the actual economic value that will be received by the named executive officers upon vesting of the awards. In the case of PSUs granted during fiscal 2023, the aggregate grant date fair value is reported at the probable outcome. The aggregate grant date fair value of PSUs granted during fiscal 2023, assuming maximum achievement (150%), was $9,925,561 for Rick McConnell, $3,474,284 for Steve Pace, $3,308,930 for Bernd Greifeneder, and $1,567,637 for Matthias Dollentz-Scharer. Neither Jim Benson nor Kevin Burns received PSUs during fiscal 2023. The aggregate grant date fair value of PSUs granted during fiscal 2022, assuming maximum achievement (150%), was $15,232,512 for Rick McConnell, $4,435,767 for Steve Pace, $4,155,687 for Bernd Greifeneder, and $8,584,452 for Kevin Burns. Jim Benson did not receive PSUs in fiscal 2022 as he was not employed by our company then. Matthias Dollentz-Scharer was not an executive officer of our company in fiscal 2022. (2)Amounts reported in this column do not reflect option award compensation actually received by each named executive officer. We did not grant any stock options in fiscal 2023 or fiscal 2022. The amounts reported in this column reflect the aggregate grant date fair value of stock options granted to our named executive officers during fiscal 2021, computed in accordance with FASB ASC Topic 718. These aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in note 12 to our audited consolidated financial statements included in our annual report on Form 10-K for fiscal 2023, which was filed with the SEC on May 25, 2023. The amounts reported in this column reflect the accounting cost for these options and may not correspond to the actual economic value that will be received by the named executive officers upon vesting of the awards. (3)The amounts reported in this column for fiscal 2023 represent bonuses paid under our annual STI plan based on company performance. The amount reported for fiscal 2023 for Jim Benson is pro-rated to reflect his partial year of employment at our company. (4)Amounts reported for Rick McConnell for fiscal 2023 represent $11,906 for expenses related to his spouse attending the company’s annual President’s Club (our sales recognition event) and the related tax gross-up, $9,296 of 401(k) plan company matching contributions, $5,057 in disability insurance premiums, $1,500 in telecommunications expenses, and $750 in home office expenses. (5)Reflects base salary earned by Jim Benson from his first day of his employment in fiscal 2023 to the end of that fiscal year. As disclosed elsewhere in this Proxy Statement, Jim Benson’s annualized base salary during fiscal 2023 was $475,000. (6)Amounts reported for Jim Benson for fiscal 2023 represent $5,147 of 401(k) plan company matching contributions, $1,216 in disability insurance premiums, and $442 in telecommunications expenses. (7)Amount reported for fiscal 2023 includes $324,328 earned by Steve Pace pursuant to his sales commission plan during fiscal 2023. (8)Amounts reported for Steve Pace for fiscal 2023 represent $11,575 for expenses related to his spouse attending the company’s annual President’s Club (our sales recognition event) and the related tax gross-up, $9,338 of 401(k) plan company matching contributions, $3,622 in disability insurance premiums, and $1,500 in telecommunications expenses. (9)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries and annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for them for fiscal 2023 are based on an exchange rate of 1 EUR:USD 1.0839. For Bernd Greifeneder, the U.S. dollar amounts are also based on an exchange rate of 1 EUR:USD 1.1067 for fiscal 2022 and 1 EUR:USD 1.172 for fiscal 2021. (10)Reflects base salary earned by Matthias Dollentz-Scharer prior to, and after the promotion that he received during fiscal 2023 that resulted in an increase to his base salary. As disclosed elsewhere in this Proxy Statement, Matthias Dollentz-Scharer’s annual base salary as of the end of fiscal 2023 was EUR 331,006. Matthias Dollentz-Scharer was not a named executive officer in fiscal years 2022 and 2021. (11)Reflects a company contribution on behalf of Matthias Dollentz-Scharer in connection with his participation in an Austrian defined contribution retirement plan. (12)Reflects base salary earned by Kevin Burns from the start of fiscal 2023 through the last day of his employment on December 31, 2022. As disclosed elsewhere in this Proxy Statement, Kevin Burns’ annualized base salary during fiscal 2023 was $455,000. (13)Pursuant to the transition agreement that we entered into with Kevin Burns, we agreed to (a) accelerate the vesting of his time-based equity awards (e.g., restricted stock units and stock options) that would have vested if he had remained employed through February 15, 2023; and (b) extend the post-termination exercise period for his vested options as of December 31, 2022 by 15 months from that date. For additional information about the transition agreement, please see the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. •In the “Stock Awards” column of this table, $375,352 reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendment to his outstanding restricted stock unit awards; •In the “Option Awards” column of this table, $563,438 reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendments to his outstanding stock option awards; and •The “All Other Compensation” column of this table includes the following amounts: o$15,194, reflecting the value of restricted stock units that accelerated upon termination of his employment on December 31, 2022 that otherwise would not have vested. We valued the accelerated vesting of these units by multiplying the closing price of our stock on the NYSE on December 31, 2022 times the number of units that were accelerated, less the amount reflected in the “Stock Awards” column of this table. The value of Kevin’s stock options that accelerated upon termination of his employment that otherwise would not have vested was less than the incremental value reported in the “Option Awards” column by $10,683. Accordingly, no value has been included in the “All Other Compensation” column for the accelerated stock options;

  60. Summary Compensation Table

    o$272,420, reflecting a pro-rated fiscal 2023 cash incentive award paid to him after his termination of employment. Pursuant to his transition agreement, we agreed that Kevin would remain eligible to receive a pro-rated annual bonus (based on his termination date of December 31, 2022) under the company’s fiscal 2023 STI plan, based on actual performance for fiscal 2023, notwithstanding the fact that he would not be employed by our company on the measurement confirmation and payout date; and o$14,013 in payments for accrued and unused vacation time, $5,888 of 401(k) plan company matching contributions, $2,192 in disability insurance premiums, and $1,250 in telecommunications expenses.

  61. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 The following table shows information regarding grants of plan-based awards during the fiscal year ended March 31, 2023 to the company’s named executive officers.

  62. Grants of Plan-Based Awards for Fiscal 2023

    | Name | Grant Date | 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 (#) | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Rick McConnell | - | 315,000 | 630,000 | 945,000 | - | - | - | - | - | - | - | | | 6/5/22 | - | - | - | - | - | - | 161,470 | - | - | 6,617,041 | | | 6/5/22 | - | - | - | 80,735 | 161,470 | 242,205 | - | - | - | 6,617,041 | | Jim Benson | - | 67,471 | 134,943 | 202,414 | - | - | - | - | - | - | - | | | 12/15/22 | - | - | - | - | - | - | 283,710 | - | - | 11,161,151 | | Steve Pace | - | 225,000 | 450,000 | 675,000 | - | - | - | - | - | - | - | | | 6/5/22 | - | - | - | - | - | - | 56,520 | - | - | 2,316,190 | | | 6/5/22 | - | - | - | 28,260 | 56,520 | 84,780 | - | - | - | 2,316,190 | | Bernd Greifeneder(1) | - | 122,575 | 245,150 | 367,725 | - | - | - | - | - | - | - | | | 6/5/22 | - | - | - | - | - | - | 53,830 | - | - | 2,205,953 | | | 6/5/22 | - | - | - | 26,915 | 53,830 | 80,745 | - | - | - | 2,205,953 | | Matthias Dollentz-Scharer(1) | - | 103,762 | 207,525 | 311,287 | - | - | - | - | - | - | - | | | 6/5/22 | - | - | - | - | - | - | 21,530 | - | - | 882,299 | | | 6/5/22 | - | - | - | 10,765 | 21,530 | 32,295 | - | - | - | 882,299 | | | 8/15/22 | - | - | - | - | - | - | 3,800 | - | - | 162,792 | | | 8/15/22 | - | - | - | 1,900 | 3,800 | 5,700 | - | - | - | 162,792 | | Kevin Burns | - | 127,969 | 255,937 | 383,906 | - | - | - | - | - | - | 938,790(2) |

  63. Grants of Plan-Based Awards for Fiscal 2023

    (1)Bernd Greifeneder and Matthias Dollentz-Scharer are paid their annual STI bonuses in Euros. The applicable U.S. dollar amounts in this table for their non-equity incentive plan awards are based on an exchange rate of 1 EUR:USD 1.0839. (2)Reflects the incremental fair value computed in accordance with FASB ASC Topic 718 in connection with the amendments to Kevin Burns’ outstanding restricted stock unit awards ($375,352) and outstanding stock option awards ($563,438), as discussed in note 13 to the Summary Compensation table.

  64. Outstanding Equity Awards at 2023 Fiscal Year End Table

    Outstanding Equity Awards at 2023 Fiscal Year End Table The following table presents information regarding all outstanding equity-based awards held by each of our named executive officers on March 31, 2023.

  65. Outstanding Equity Awards at 2023 Fiscal Year End Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Rick McConnell | 12/13/21 | | | | | | 100,225(4) | 4,239,518 | | | | | 12/13/21 | | | | | | 80,137(5) | 3,389,795 | 42,200(6) | 1,785,060 | | | 6/5/22 | | | | | | 161,470 | 6,830,181 | | | | | 6/5/22 | | | | | | 171,868(7) | 7,270,016 | | | | Jim Benson | 12/15/22 | | | | | | 283,710 | 12,000,933 | | | | Steve Pace | 7/31/19 | - | 31,624 | | 16.00 | 7/31/29 | | | | | | | 5/15/20 | 36,938 | 36,935 | | 33.03 | 5/15/30 | | | | | | | 7/31/19 | | | | | | 4,750 | 200,925 | | | | | 5/15/20 | | | | | | 14,031 | 593,511 | | | | | 5/15/21 | | | | | | 17,803 | 753,067 | | | | | 5/15/21 | | | | | | 21,538 | 911,057 | | | | | 5/15/21 | | | | | | 10,033(5) | 424,396 | 5,283(6) | 223,471 | | | 6/5/22 | | | | | | 56,520 | 2,390,796 | | | | | 6/5/22 | | | | | | 60,159(7) | 2,544,726 | | | | Bernd Greifeneder | 7/31/19 | 212,626 | 30,374 | | 16.00 | 7/31/29 | | | | | | | 5/15/20 | 73,150 | 33,250 | | 33.03 | 5/15/30 | | | | | | | 7/31/19 | | | | | | 4,500 | 190,350 | | | | | 5/15/20 | | | | | | 12,625 | 534,038 | | | | | 5/15/21 | | | | | | 16,678 | 705,479 | | | | | 5/15/21 | | | | | | 20,178 | 853,529 | | | | | 5/15/21 | | | | | | 9,400(5) | 397,620 | 4,950(6) | 209,385 | | | 6/5/22 | | | | | | 53,830 | 2,277,009 | | | | | 6/5/22 | | | | | | 57,296(7) | 2,423,621 | | | | Matthias Dollentz-Scharer | 7/31/19 | 41,623 | 13,874 | | 16.00 | 7/31/29 | | | | | | | 5/15/20 | 21,300 | 17,750 | | 33.03 | 5/15/30 | | | | | | | 7/31/19 | | | | | | 2,125 | 89,888 | | | | | 5/15/20 | | | | | | 6,750 | 285,525 | | | | | 5/15/21 | | | | | | 6,975 | 295,043 | | | | | 5/15/21 | | | | | | 8,437 | 356,885 | | | | | 5/15/21 | | | | | | 3,924(5) | 165,985 | 2,067(6) | 87,434 | | | 6/5/22 | | | | | | 21,530 | 910,719 | | | | | 6/5/22 | | | | | | 22,916(7) | 969,347 | | | | | 8/15/22 | | | | | | 3,800 | 160,740 | | | | | 8/15/22 | | | | | | 4,044(7) | 171,061 | | | | Kevin Burns(8) | | | | | | | | | | |

  66. Outstanding Equity Awards at 2023 Fiscal Year End Table

    (1)Unless otherwise set forth below, the stock options become vested and exercisable as follows: 25% of each award will vest on the first anniversary of the grant date and the remainder in 12 equal quarterly installments thereafter. (2)Restricted stock units granted in fiscal 2023 vest over three years, with 33% vesting on the first anniversary of the grant date and the remainder in eight equal quarterly installments thereafter. Restricted stock units granted prior to fiscal 2023 vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder in 12 equal quarterly installments thereafter. (3)Based on the closing price on March 31, 2023 of $42.30 per share. (4)Represents the remaining unvested portion of Rick McConnell’s sign-on equity award that he received when he joined our company in December 2021. 42,200 of these units will vest on November 15, 2023. The remaining units reflected in this table vest in equal quarterly installments following November 15, 2023 through November 15, 2025. (5)Represents ARR PSUs that were earned as of March 31, 2023, based on achievement of pre-defined ARR goals for fiscal 2023. These ARR PSUs vested after March 31, 2023. (6)Represents ARR PSUs that are eligible to vest based upon achievement of pre-defined ARR goals for fiscal 2024, assuming threshold performance. Any ARR PSUs, once earned, will vest on May 15, 2024, or if later, on the applicable certification date by the Compensation Committee. (7)Represents annual PSUs that were earned as of March 31, 2023, based on the achievement of pre-defined ARR and NGOI goals, which were attained at 106.44% of target. These annual PSUs, subject to the achievement of pre-defined ARR and NGOI goals, vest over three years from the June 5, 2022 grant date. 33% of the PSUs vested on the first anniversary of the grant date and the remaining 67% vest in eight equal quarterly installments over the subsequent two years. (8)Kevin Burns had no outstanding equity-based awards as of March 31, 2023.

  67. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth, for each of the named executive officers, information with respect to the exercise of stock options and the vesting of restricted stock unit awards during the year ended March 31, 2023.

  68. Option Exercises and Stock Vested in Fiscal 2023

    | | 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) | | Rick McConnell | - | - | 68,575 | 2,676,430 | | Jim Benson | - | - | - | - | | Steve Pace | 79,060 | 2,210,913 | 62,596 | 2,362,730 | | Bernd Greifeneder | - | - | 58,325 | 2,200,713 | | Matthias Dollentz-Scharer | - | - | 33,344 | 1,235,754 | | Kevin Burns | 129,438 | 3,053,154 | 86,351 | 3,115,229 |

  69. Option Exercises and Stock Vested in Fiscal 2023

    (1)Amounts disclosed in this column were calculated based on the difference between the fair market value of our common stock on the date of exercise and the exercise price of the options. (2)Amounts disclosed in this column were calculated based on the fair market value of our common stock on the date upon which the restricted stock awards vested or, if the vesting date is not a trading day, based upon the closing price on the last trading day immediately preceding the vesting date.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  71. Severance and Potential Payments Upon a Change in Control

    Severance and Potential Payments Upon a Change in Control Pursuant to the employment agreements with our named executive officers, if a named executive officer's employment is terminated by us without cause, or good cause as defined in the employment agreements, or by the named executive officer for good reason (for Bernd Greifeneder and Matthias Dollentz-Scharer, good cause), as defined in the employment agreements, or in connection with a change in control (a "Sale Event," as defined in our 2019 Equity Incentive Plan) and subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, the named executive officers will be entitled to receive the benefits described below. Rick McConnell Pursuant to Rick McConnell’s amended and restated employment agreement, if his employment is terminated without cause, as such term is defined in his employment agreement, or if Rick McConnell terminates his employment for good reason, as such term is defined in the employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary, the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated and 100% of his target bonus for the then-current year, with payments made ratably over a 12 month period, and (ii) subject to Rick’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, pay up to 12-monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company. If Rick McConnell’s employment is terminated without cause or he terminates his employment for good reason either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, then in lieu of the payments and benefits set forth above, he would be entitled to (i) a lump-sum cash severance payment equal to the sum of 24 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) acceleration of all unvested equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Rick’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, the company will pay up to 18 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company. Jim Benson Pursuant to Jim Benson’s employment agreement, if his employment is terminated without cause, as such term is defined in his employment agreement, or if Jim Benson terminates his employment for good reason, as such term is defined in the employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, with payments ratably over a 12 month period, and (ii) subject to Jim’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, pay up to 12 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company. If Jim Benson’s employment is terminated without cause or he terminates his employment for good reason either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, then in lieu of the payments and benefits set forth above, he would be entitled to (i) a lump-sum cash severance payment equal to the sum of 18 months of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, (ii) acceleration of all unvested equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Jim’s copayment of premium amounts, if he elects healthcare continuation coverage under COBRA, the company will pay up to 18 monthly payments equal to the monthly employer contribution that the company would have made to provide health insurance to him if he had remained employed by the company. Steve Pace In June 2023, we entered into a transition agreement with Steve Pace in connection with his planned retirement from the company. Under the terms of the transition agreement, (i) Steve continued to serve as the company’s Chief Revenue Officer through the effective date of the commencement of employment of the company’s new Chief Revenue Officer, which was on July 5, 2023 (the “Transition Date”); (ii) from the Transition Date through October 4, 2023 or his earlier termination (the “Retirement Date”), Steve will continue employment with the company and serve in such capacity and provide such transition assistance as our Chief Executive Officer or new Chief Revenue Officer may reasonably request; and (iii) until the Retirement Date, Steve will be paid his current base salary, remain eligible to participate in the company’s employee benefit plans, continue to vest in his outstanding equity awards, continue to be entitled to indemnification and continue to be a covered person under any applicable insurance policy. The transition agreement includes a non-competition provision until October 4, 2024 and other standard provisions contained in agreements of this nature, including non-disparagement and cooperation clauses and the requirement that Steve executes and does not revoke a release of claims against the company and is not terminated by the company for Cause (as defined in the transition agreement). Prior to entering into the transition agreement described above, we entered into an employment agreement with Steve Pace in August 2019, which was amended and restated in March 2023. The transition agreement expressly superseded the employment agreement. Under the previous employment agreement, in the event that his employment was terminated by us without cause, as such term was defined in his employment agreement, or if he terminated his employment for good reason, as such term was defined in his employment agreement, and if he executed a separation and release agreement, we would have been obligated to (i) pay him a cash severance payment equal to the sum of 12 months of his then-current base salary and the amount of any bonus earned and not yet paid in respect of the prior fiscal year that would have been paid if his employment had not been terminated, and (iii) subject to Steve’s copayment of premium amounts if he elected healthcare continuation coverage under COBRA, pay up to 12-monthly payments equal to the monthly employer contribution that we would have made to provide health insurance to him if he had remained employed by us.

  72. Severance and Potential Payments Upon a Change in Control

    The previous employment agreement also provided that if Steve Pace’s employment was terminated by us without cause or he terminated his employment for good reason either three months before or during the 12 month period after a change in control, and if he executed a separation and release agreement, he would have been entitled to (i) a lump-sum cash severance payment equal to the sum of 18 months of his then-current base salary and the amount of any bonus earned in respect of the prior fiscal year that would have been paid if his employment had not been terminated, and (ii) acceleration of all equity awards, as of the later of (A) the date of termination or (B) the effective date of a separation and release agreement, and (iii) subject to Steve’s copayment of premium amounts, if he elected healthcare continuation coverage under COBRA, the company would have paid up to 18 monthly payments equal to the monthly employer contribution that we would have made to provide health insurance to him if he had remained employed by us. Bernd Greifeneder Pursuant to Bernd Greifeneder’s employment agreement, if his employment is terminated by either party, the terminating party must give the other at least six months’ prior notice, which may be waived in the other’s party’s discretion in accordance with Austrian law. In the event that Bernd Greifeneder’s employment is terminated by us without cause, as such term is defined in his employment agreement, or if he terminates his employment for cause, as such term is defined in his employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of six months of his then-current base salary, plus (ii) the amount of any accrued statutory claims. If Bernd Greifeneder’s employment with us is terminated by us without cause or by him for cause either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, he would be entitled to (i) a lump-sum cash severance payment equal to 12 months of his then-current base salary, (ii) acceleration of all unvested equity awards effective upon the earlier of (A) the date that employment is effectively terminated or (B) the day that he goes on garden leave in lieu of notice, and (iii) the amount of any accrued statutory claims. Matthias Dollentz-Scharer Pursuant to Matthias Dollentz-Scharer’s employment agreement, if his employment is terminated by either party, the terminating party must give the other at least three months’ prior notice, which may be waived in the other’s party’s discretion in accordance with Austrian law. In the event that Matthias Dollentz-Scharer’s employment is terminated by us without cause, as such term is defined in his employment agreement, or if he terminates his employment for cause, as such term is defined in his employment agreement, and if he executes a separation and release agreement, we will be obligated to (i) pay him a cash severance payment equal to the sum of nine months of his then-current base salary, plus (ii) the amount of any accrued statutory claims. If Matthias Dollentz-Scharer’s employment with us is terminated by us without cause or by him for cause either three months before or during the 12-month period after a change in control, and if he executes a separation and release agreement, he would be entitled to (i) a lump-sum cash severance payment equal to 15 months of his then-current base salary, (ii) acceleration of all unvested equity awards effective upon the earlier of (A) the date that employment is effectively terminated or (B) the day that he goes on garden leave in lieu of notice, and (iii) the amount of any accrued statutory claims. Kevin Burns In November 2022, we entered into a transition agreement with Kevin Burns in connection with the termination of his employment from our company as a result of his voluntary resignation. Kevin agreed to provide transition assistance to our company through December 31, 2022 and received his then-current base salary through that date. We also agreed that subject to entering into the transition agreement and other specified conditions, (i) Kevin would remain eligible to receive a pro-rated annual bonus (based on his termination date) under the company’s fiscal 2023 STI plan, based on actual performance for fiscal 2023, notwithstanding the fact that he would not be employed by our company on the measurement confirmation and payout date; (ii) Kevin would continue to vest in his outstanding equity awards through the end of his employment and vesting of his time-based equity awards that would have vested if he had remained employed through February 15, 2023 were accelerated; and (iii) the date for Kevin to exercise any stock options vested as of the end of his employment was extended for a 15 month period after that date (or until the original expiration date of the options, if earlier). The remainder of Kevin’s equity awards that had not vested as of his termination date did not accelerate and ceased vesting on that date. As part of his transition agreement, Kevin also agreed to customary restrictive covenants, including non-compete and non-disparagement provisions.

  73. Estimated Payment and Benefits Upon Termination or Change in Control

    Estimated Payment and Benefits Upon Termination or Change in Control The amount of compensation and benefits payable to each named executive officer who was employed on March 31, 2023 under our current employment agreements in various termination and change in control situations has been estimated in the table below. The benefits provided to Kevin Burns in connection with his termination of employment on December 31, 2022 are described above and in the section that follows. Steve Pace’s transition agreement in connection with his planned retirement from the company on October 4, 2023 is described earlier in this section. Bernd Greifeneder and Matthias Dollentz-Scharer are paid their base salaries in Euros. The applicable U.S. dollar amounts in the table below for their cash severance payments are based on an exchange rate of 1 EUR:USD 1.0839. The value of the equity vesting acceleration was calculated for the table below based on the assumption that the change in control and the named executive officer’s employment termination occurred on March 31, 2023. The per share closing price of the company’s stock on the NYSE as of March 31, 2023 was $42.30, which was used as the value of the company’s stock in the Change in Control. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of March 31, 2023, by the difference between the per share closing price of the company’s stock as of March 31, 2023, and the per share exercise price for such unvested option shares. The value of PSU and RSU vesting acceleration was calculated by multiplying the number of unvested PSUs and RSUs subject to vesting acceleration as of March 31, 2023, by the per share closing price of the company’s stock as of March 31, 2023. A qualifying “double trigger” termination refers to involuntary termination by the company without cause or termination by the named executive officer for good reason within three months prior to, or 12 months following, a Change in Control. Also, if our outstanding equity awards are not assumed, continued or substituted by the acquirer in a Change in Control transaction, the acceleration of vesting described below would be effective as of the closing of the Change in Control transaction.

  74. Estimated Payment and Benefits Upon Termination or Change in Control

    | Name | Involuntary termination for Cause or voluntary resignation not in connection with a Change in Control | Involuntary termination without Cause or for Good Reason not in connection with a Change in Control | Death or Disability | Change in Control Alone | Qualifying “double trigger” involuntary termination without Cause or voluntary resignation for Good Reason within 3 months prior or 12 months following a Change in Control | | Rick McConnell | | | | | | | Cash severance payment | - | $1,260,000 | - | - | $1,260,000 | | Equity award acceleration | - | - | - | - | $25,299,630 | | Healthcare and benefits | - | $18,539 | - | - | $27,808 | | Total | - | $1,278,539 | - | - | $26,587,438 | | Jim Benson | | | | | | | Cash severance payment | - | $475,000 | - | - | $712,500 | | Equity award acceleration | - | - | - | - | $12,000,933 | | Healthcare and benefits | - | $4,975 | - | - | $7,462 | | Total | - | $479,975 | - | - | $12,720,895 | | Bernd Greifeneder | | | | | | | Cash severance payment | - | $204,292 | - | - | $408,584 | | Equity award acceleration | - | - | - | - | $8,907,480 | | Healthcare and benefits | - | - | - | - | - | | Total | - | $204,292 | - | - | $9,316,064 | | Matthias Dollentz-Scharer | | | | | | | Cash severance payment | - | $269,083 | - | - | $448,472 | | Equity award acceleration | - | - | - | - | $4,109,489 | | Healthcare and benefits | - | - | - | - | - | | Total | - | $269,083 | - | - | $4,557,961 |

  75. Estimated Payment and Benefits Upon Termination or Change in Control

    Under his previous employment agreement (which was superseded by his transition agreement signed in June 2023), (i) if Steve Pace’s employment had been involuntarily terminated on March 31, 2023 without Cause or for Good Reason not in connection with a Change in Control on March 31, 2023, he would have been entitled to a cash severance payment of $450,000 and healthcare and benefits continuation of $16,539, for a total of $466,539; and (ii) if Steve Pace’s employment had been involuntarily terminated on March 31, 2023 without Cause or for Good Reason within three months prior or 12 months following a Change in Control, he would have been entitled to a cash severance payment of $675,000, equity award acceleration valued at $9,439,519, and healthcare and benefits continuation of $24,809, for a total of $10,139,328.

  76. Pay Versus Performance

    Pay Versus Performance The Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with shareholder interests and links pay to performance through a blend of short-term and long-term incentive awards. In December 2021, our tenured CEO, John Van Siclen (referred to in the tables below as “PEO 2”), retired and transitioned to providing consulting services until May 2022. When John stepped down as CEO, Rick McConnell (referred to in the tables below as “PEO 1”) was appointed as our new CEO. We provide compensation actually paid for both CEOs during the covered years in the following tables. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For additional information about our pay for performance philosophy and how executive compensation aligns with our performance, please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  77. Pay-Versus-Performance Table

    | Year | Summary Compensation Table Total for PEO 1(1) | Compensation Actually Paid to PEO 1(2) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) (in millions) | Company-Selected Measure: ARR(8) (in millions) | | | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | (a) | (b1) | (c1) | (b2) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $14,563,163 | $13,144,670 | N/A | N/A | $5,281,405 | $413,716 | $177 | $191 | $107.959 | $1,246.681 | | 2022 | $20,970,696 | $16,561,640 | $11,063,656 | $12,634,504 | $6,105,139 | $6,838,009 | $198 | $200 | $52.451 | $995.121 | | 2021 | N/A | N/A | $8,448,615 | $25,394,875 | $3,648,473 | $11,377,538 | $202 | $166 | $75.714 | $774.090 |

  78. 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. 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. We are required by applicable SEC rules to disclose information about the CEO Pay Ratio, or the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee, or the CEO Pay Ratio. Methodology We identified our median employee, the employee with compensation at the median of annual total compensation of all of our employees excluding our CEO, based on the following: •To identify our median employee, we considered the individuals employed by us on March 31, 2023, or our Determination Date, whether employed on a full-time, part-time or temporary basis. We did not include any contractors or other non-employee workers in our employee population. On March 31, 2023, our global population of full-time, part-time and temporary employees (including our CEO) consisted of 4,238 employees. •To identify our median employee, we used a consistently applied compensation measure consisting of the annual base salary on March 31, 2023, the target incentive cash compensation for fiscal 2023 (including corporate bonus plan and commission plans under our sales and services incentive plans) and the grant date fair value for equity awards granted during fiscal 2023. We selected these compensation elements because they represent our principal broad-based compensation elements. We did not perform adjustments to the base salaries of part-time employees to calculate what they would have been paid on a full-time basis and did not make any cost-of-living adjustments. We converted all local currencies to U.S. dollars based on the applicable exchange rates in effect on March 31, 2023, similar to how we converted foreign currency amounts into U.S. dollars in the Summary Compensation Table. Using this methodology, we determined that the median employee (excluding our CEO) was a full-time salaried employee working as a technical support analyst in the United States who was awarded equity during fiscal 2023. CEO Pay Ratio Once our median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. The annual total compensation of the median employee (excluding our CEO) was $126,967 for fiscal 2023. Our CEO’s annual total compensation as reported in the Summary Compensation Table was 14,563,163 for fiscal 2023. Based on this information, the CEO Pay Ratio was approximately 115:1 for fiscal 2023. 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, operate in different countries and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We are a global company with approximately 66% of our employees located outside the United States as of March 31, 2023. As a result, our employee population is different than other companies. Neither the Compensation Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.